UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,September 30, 2020
or
[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
           For the transition period from ____________ to ____________
Commission File Number: 001-33652
FIRST FINANCIAL NORTHWEST, INC.
(Exact name of registrant as specified in its charter)
Washington26-0610707
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
201 Wells Avenue South, Renton, Washington
98057
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:
(425)255-4400
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareFFNWThe Nasdaq Stock Market, LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    


YES    X   NO 


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


YES    X   NO 


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer _____
Accelerated filer   X    
  Non-accelerated filer _____
Smaller reporting company __X__   X   
Emerging growth company _____
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. _____
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


YES NO   X   


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: as of May 6,November 4, 2020, 10,177,5119,785,866 shares of the issuer’s common stock, $0.01 par value per share, were outstanding.




FIRST FINANCIAL NORTHWEST, INC.
FORM 10-Q
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Item 4.Controls and Procedures
PART II - OTHER INFORMATION
Item 1.Legal Proceedings
Item 1A.Risk Factors
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds




Item 3.Defaults upon Senior Securities
Item 4.Mine Safety Disclosures
Item 5.Other Information
Item 6.Exhibits
SIGNATURES
 
 


2

FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands, except share data)



Part 1. Financial Information
Item 1. Financial Statements
 September 30, 2020December 31, 2019
Assets
(Unaudited)
Cash on hand and in banks$7,440 $10,094 
Interest-earning deposits18,674 12,896 
Investments available-for-sale, at fair value126,020 136,601 
Investments held-to-maturity2,406 
Loans receivable, net of allowance of $14,568 and $13,2181,133,984 1,108,462 
Federal Home Loan Bank ("FHLB") stock, at cost6,410 7,009 
Accrued interest receivable5,676 4,138 
Deferred tax assets, net1,879 1,501 
Other real estate owned ("OREO")454 454 
Premises and equipment, net22,409 22,466 
Bank owned life insurance ("BOLI"), net32,830 31,982 
Prepaid expenses and other assets1,704 2,216 
Right of use asset (“ROU”)3,834 2,209 
Goodwill889 889 
Core deposit intangible860 968 
Total assets$1,365,469 $1,341,885 
Liabilities and Stockholders' Equity 
Deposits:
Noninterest-bearing deposits$82,376 $52,849 
Interest-bearing deposits987,306 980,685 
Total deposits1,069,682 1,033,534 
FHLB advances120,000 137,700 
Advance payments from borrowers for taxes and insurance4,742 2,921 
Lease liability3,942 2,279 
Accrued interest payable197 285 
Other liabilities12,128 8,847 
Total liabilities1,210,691 1,185,566 
 
Commitments and contingencies
Stockholders' Equity 
Preferred stock, $0.01 par value; authorized 10,000,000 shares; 0 shares
   issued or outstanding
Common stock, $0.01 par value; authorized 90,000,000 shares; issued and
   outstanding 9,911,607 shares at September 30, 2020, and 10,252,953
   shares at December 31, 2019
99 103 
Additional paid-in capital83,839 87,370 
Retained earnings76,300 73,321 
Accumulated other comprehensive loss, net of tax(3,203)(1,371)
Unearned Employee Stock Ownership Plan ("ESOP") shares(2,257)(3,104)
Total stockholders' equity154,778 156,319 
Total liabilities and stockholders' equity$1,365,469 $1,341,885 
 March 31, 2020 December 31, 2019
Assets
 (Unaudited)  
Cash on hand and in banks$6,453
 $10,094
Interest-earning deposits22,063
 12,896
Investments available-for-sale, at fair value132,159
 136,601
Investment held-to-maturity2,371
 
Loans receivable, net of allowance of $13,530 and $13,2181,092,128
 1,108,462
Federal Home Loan Bank ("FHLB") stock, at cost8,010
 7,009
Accrued interest receivable4,302
 4,138
Deferred tax assets, net2,227
 1,501
Other real estate owned ("OREO")454
 454
Premises and equipment, net22,591
 22,466
Bank owned life insurance ("BOLI"), net32,290
 31,982
Prepaid expenses and other assets1,898
 2,216
Right of use asset (“ROU”)2,446
 2,209
Goodwill889
 889
Core deposit intangible932
 968
Total assets$1,331,213

$1,341,885
    
Liabilities and Stockholders' Equity 
  
Deposits:   
Noninterest-bearing deposits$53,519
 $52,849
Interest-bearing deposits946,465
 980,685
Total deposits999,984
 1,033,534
FHLB advances160,000
 137,700
Advance payments from borrowers for taxes and insurance4,960
 2,921
Lease liability2,538
 2,279
Accrued interest payable236
 285
Other liabilities10,403
 8,847
Total liabilities1,178,121
 1,185,566
  
  
Commitments and contingencies

 

Stockholders' Equity 
  
Preferred stock, $0.01 par value; authorized 10,000,000 shares; no shares
issued or outstanding

 
Common stock, $0.01 par value; authorized 90,000,000 shares; issued and
outstanding 10,184,411 shares at March 31, 2020, and 10,252,953
shares at December 31, 2019
102
 103
Additional paid-in capital86,357
 87,370
Retained earnings74,017
 73,321
Accumulated other comprehensive loss, net of tax(4,563) (1,371)
Unearned Employee Stock Ownership Plan ("ESOP") shares(2,821) (3,104)
Total stockholders' equity153,092
 156,319
Total liabilities and stockholders' equity$1,331,213
 $1,341,885


See accompanying selected notes to consolidated financial statements.

3



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
Consolidated Income Statements
(Dollars in thousands, except per share data)
Unaudited)

 Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
Interest income  
Loans, including fees$12,847 $13,897 $39,504 $40,784 
Investments available-for-sale751 1,066 2,466 3,334 
Investments held-to-maturity17 
Interest-earning deposits158 45 246 
Dividends on FHLB stock82 97 240 290 
Total interest income13,694 15,218 42,272 44,654 
Interest expense    
Deposits3,206 5,037 11,238 13,189 
Borrowings400 529 1,214 2,255 
Total interest expense3,606 5,566 12,452 15,444 
Net interest income10,088 9,652 29,820 29,210 
Provision (recapture of provision) for loan losses700 100 1,300 (300)
Net interest income after provision (recapture of provision)
for loan losses
9,388 9,552 28,520 29,510 
Noninterest income    
Net gain on sale of investments18 88 86 80 
BOLI income269 235 778 693 
Wealth management revenue145 245 493 702 
Deposit related fees201 179 560 555 
Loan related fees376 290 865 562 
Other26 
Total noninterest income1,011 1,039 2,789 2,618 
Noninterest expense  
Salaries and employee benefits4,880 4,813 14,893 14,547 
Occupancy and equipment987 924 3,090 2,688 
Professional fees371 440 1,257 1,262 
Data processing731 478 2,112 1,393 
OREO related expenses, net33 
Regulatory assessments134 13 405 286 
Insurance and bond premiums116 95 339 288 
Marketing41 118 133 280 
Other general and administrative606 573 1,843 1,670 
Total noninterest expense7,867 7,455 24,079 22,447 
Income before federal income tax provision2,532 3,136 7,230 9,681 
Federal income tax provision450 631 1,320 1,927 
Net income$2,082 $2,505 $5,910 $7,754 
Basic earnings per common share$0.22 $0.25 $0.60 $0.77 
Diluted earnings per common share$0.21 $0.25 $0.60 $0.77 
Basic weighted average number of common shares outstanding9,661,498 9,901,586 9,788,397 9,989,970 
Diluted weighted average number of common shares outstanding9,675,567 9,991,011 9,811,602 10,091,631 
 Three Months Ended March 31,
 2020 2019
Interest income   
Loans, including fees$13,474
 $13,281
Investments available-for-sale919
 1,159
Interest-earning deposits31
 40
Dividends on FHLB stock76
 91
Total interest income14,500
 14,571
Interest expense 
  
Deposits4,366
 3,822
Other borrowings470
 897
Total interest expense4,836
 4,719
Net interest income9,664
 9,852
Provision for loan losses300
 400
Net interest income after provision for loan losses9,364
 9,452
Noninterest income 
  
Net loss on sale of investments
 (8)
BOLI income254
 269
Wealth management revenue165
 196
Deposit related fees176
 171
Loan related fees392
 63
Other3
 9
Total noninterest income990
 700
Noninterest expense 
  
Salaries and employee benefits5,212
 5,000
Occupancy and equipment1,071
 866
Professional fees430
 496
Data processing694
 518
OREO related expenses, net1
 31
Regulatory assessments144
 137
Insurance and bond premiums120
 105
Marketing64
 86
Other general and administrative532
 470
Total noninterest expense8,268
 7,709
Income before federal income tax provision2,086
 2,443
Federal income tax provision402
 498
Net income$1,684
 $1,945
Basic earnings per common share$0.17
 $0.19
Diluted earnings per common share$0.17
 $0.19
Basic weighted average number of common shares outstanding9,896,234
 10,118,286
Diluted weighted average number of common shares outstanding9,978,060
 10,220,900


See accompanying selected notes to consolidated financial statements.

4



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive (Loss) Income
(In thousands)
(Unaudited)



Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Net income$2,082 $2,505 $5,910 $7,754 
Other comprehensive income (loss), before tax:
Unrealized holding gains on investments available-for-sale538 662 2,031 3,062 
Tax effect(113)(139)(427)(643)
Reclassification adjustment for net gains realized in income(18)(88)(86)(80)
Tax effect18 18 17 
Gains (losses) on cash flow hedges343 (237)(4,264)(1,449)
Tax effect(72)50 896 304 
Other comprehensive income (loss), net of tax682 266 (1,832)1,211 
Total comprehensive income$2,764 $2,771 $4,078 $8,965 
 Three Months Ended March 31,
 2020 2019
Net income$1,684
 $1,945
Other comprehensive (loss) income, before tax:   
Unrealized holding (losses) gains on investments available-for-sale(327) 976
Tax benefit (provision)68
 (205)
Reclassification adjustment for net losses realized in income
 8
Tax provision
 (1)
Losses on cash flow hedges(3,713) (460)
Tax benefit780
 97
Other comprehensive (loss) income, net of tax(3,192) 415
Total comprehensive (loss) income$(1,508) $2,360


See accompanying selected notes to consolidated financial statements.





5



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
(Dollars in thousands except share data)
(Unaudited)

Three Months Ended September 30, 2019
 SharesCommon StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Loss,
net of tax
Unearned
ESOP
Shares
Total Stockholders’ Equity
Balances at June 30, 201910,375,325 $104 $88,725 $69,976 $(1,309)$(3,668)$153,828 
Net income— — — 2,505 — — 2,505 
Other comprehensive income, net of tax— — — — 267 — 267 
Issuance of common stock - restricted stock awards, net8,580 — — — — 
Compensation related to stock options and restricted stock awards— — 226 — — — 226 
Allocation of 28,214 ESOP shares— — 120 — — 282 402 
Repurchase and retirement of common stock(87,852)(1)(1,236)— — — (1,237)
Cash dividend declared and paid ($0.09 per share)— — — (889)— — (889)
Balances at September 30, 201910,296,053 $103 $87,835 $71,592 $(1,042)$(3,386)$155,102 
Nine Months Ended September 30, 2019
SharesCommon StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Loss,
net of tax
Unearned
ESOP
Shares
Total Stockholders’ Equity
Balances at December 31, 201810,710,656 $107 $93,773 $66,343 $(2,253)$(4,232)$153,738 
Net income— — — 7,754 — — 7,754 
Other comprehensive income, net of tax— — — — 1,211 — 1,211 
Issuance of common stock - restricted stock awards, net25,278 — (93)— — — (93)
Compensation related to stock options and restricted stock awards— — 457 — — — 457 
Allocation of 84,640 ESOP shares— — 444 — — 846 1,290 
Repurchase and retirement of common stock(433,952)(4)(6,746)— — — (6,750)
Canceled common stock - restricted stock awards(5,929)— — — — — 
Cash dividend declared and paid ($0.26 per share)— — — (2,592)— — (2,592)
Beginning balance adjustment from adoption of Topic 842— — — 87 — — 87 
Balances at September 30, 201910,296,053 $103 $87,835 $71,592 $(1,042)$(3,386)$155,102 
6


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
(Dollars in thousands except share data)
(Unaudited)
Three Months Ended September 30, 2020
Three Months Ended March 31, 2019 SharesCommon StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Loss,
net of tax
Unearned
ESOP
Shares
Total Stockholders’ Equity
Shares Common Stock Additional Paid-in Capital Retained Earnings 
Accumulated Other Comprehensive Loss,
 net of tax
 
Unearned
ESOP
Shares
 Total Stockholders’ Equity
Balances at December 31, 201810,710,656
 $107
 $93,773
 $66,343
 $(2,253) $(4,232) $153,738
Balances at June 30, 2020Balances at June 30, 202010,048,961 $100 $85,119 $75,181 $(3,885)$(2,539)$153,976 
Net income
 
 
 1,945
 
 
 1,945
Net income— — — 2,082 — — 2,082 
Other comprehensive income, net of tax
 
 
 
 415
 
 415
Other comprehensive income, net of tax— — — — 682 — 682 
Issuance of common stock - restricted stock awards, net16,698
 
 (93) 
 
 
 (93)Issuance of common stock - restricted stock awards, net17,695 — — — — 
Compensation related to stock options and restricted stock awards
 
 124
 
 
 
 124
Compensation related to stock options and restricted stock awards— — 224 — — — 224 
Allocation of 28,213 ESOP shares
 
 163
 
 
 282
 445
Allocation of 28,214 ESOP sharesAllocation of 28,214 ESOP shares— — (21)— — 282 261 
Repurchase and retirement of common stockRepurchase and retirement of common stock(155,049)(1)(1,483)— — — (1,484)
Cash dividend declared and paid ($0.10 per share)Cash dividend declared and paid ($0.10 per share)— — — (963)— — (963)
Balances at September 30, 2020Balances at September 30, 20209,911,607 $99 $83,839��$76,300 $(3,203)$(2,257)$154,778 
Nine Months Ended September 30, 2020
SharesCommon StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Loss,
net of tax
Unearned
ESOP
Shares
Total Stockholders’ Equity
Balances at December 31, 2019Balances at December 31, 201910,252,953 $103 $87,370 $73,321 $(1,371)$(3,104)$156,319 
Net incomeNet income— — — 5,910 — — 5,910 
Other comprehensive loss, net of taxOther comprehensive loss, net of tax— — — — (1,832)— (1,832)
Issuance of common stock - restricted stock awards, netIssuance of common stock - restricted stock awards, net33,923 — (73)— — — (73)
Compensation related to stock options and restricted stock awardsCompensation related to stock options and restricted stock awards— — 367 — — — 367 
Allocation of 84,642 ESOP sharesAllocation of 84,642 ESOP shares— — 57 — — 847 904 
Repurchase and retirement of common stock(263,800) (3) (4,167) 
 
 
 (4,170)Repurchase and retirement of common stock(369,894)(4)(3,882)— — — (3,886)
Canceled common stock - restricted stock awards(5,929) 
 
 
 
 
 
Canceled common stock - restricted stock awards(5,375)— — — — — 
Cash dividend declared and paid ($0.08 per share)
 
 
 (807) 
 
 (807)
Beginning balance adjustment from adoption of Topic 842
 
 
 87
 
 
 87
Balances at March 31, 201910,457,625
 $104
 $89,800
 $67,568
 $(1,838) $(3,950) $151,684
Cash dividend declared and paid ($0.30 per share)Cash dividend declared and paid ($0.30 per share)— — — (2,931)— — (2,931)
Balances at September 30, 2020Balances at September 30, 20209,911,607 $99 $83,839 $76,300 $(3,203)$(2,257)$154,778 
 Three Months Ended March 31, 2020
 Shares Common Stock Additional Paid-in Capital Retained Earnings 
Accumulated Other Comprehensive Loss,
 net of tax
 
Unearned
ESOP
Shares
 Total Stockholders’ Equity
Balances at December 31, 201910,252,953
 $103
 $87,370
 $73,321
 $(1,371) $(3,104) $156,319
Net income
 
 
 1,684
 
 
 1,684
Other comprehensive loss, net of tax
 
 
 
 (3,192) 
 (3,192)
Issuance of common stock - restricted stock awards, net16,228
 
 (73) 
 
 
 (73)
Compensation related to stock options and restricted stock awards
 
 80
 
 
 
 80
Allocation of 28,214 ESOP shares
 
 99
 
 
 283
 382
Repurchase and retirement of common stock(79,395) (1) (1,119) 
 
 
 (1,120)
Canceled common stock - restricted stock awards(5,375) 
 
 
 
 
 
Cash dividend declared and paid ($0.10 per share)
 
 
 (988) 
 
 (988)
Balances at March 31, 202010,184,411
 $102
 $86,357
 $74,017
 $(4,563) $(2,821) $153,092


See accompanying selected notes to consolidated financial statements.

7
6


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

 Nine Months Ended September 30,
 20202019
Cash flows from operating activities:  
Net income$5,910 $7,754 
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision (recapture of provision) for loan losses1,300 (300)
OREO market value adjustments29 
Net amortization of premiums and discounts on investments589 626 
Gain on sale of investments available-for-sale(86)(80)
Depreciation of premises and equipment1,638 1,330 
Loss on sale of premises and equipment
Deferred federal income taxes110 320 
Allocation of ESOP shares904 1,290 
Stock compensation expense367 457 
BOLI income(778)(693)
Annuity income(31)
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses and other assets194 (636)
Decrease in ROU491 367 
Increase in advance payments from borrowers for taxes and insurance1,821 2,110 
Increase in accrued interest receivable(1,538)(339)
Decrease in lease liability(453)(341)
Decrease in accrued interest payable(88)(96)
Decrease in other liabilities(558)(1,164)
Net cash provided by operating activities9,792 10,639 
Cash flows from investing activities:  
Proceeds from sales, calls and maturities of investments available-for-sale12,082 5,057 
Principal repayments on investments available-for-sale8,991 4,859 
Purchases of investments available-for-sale(9,050)(3,534)
Purchase of investments held-to-maturity(2,375)
Net increase in loans receivable(26,822)(60,646)
Net sale of FHLB stock599 969 
Purchase of premises and equipment(1,581)(2,350)
Proceeds from BOLI310 
Purchase of BOLI(70)(1,457)
Net cash used by investing activities(18,226)(56,792)
8
 Three Months Ended March 31,
 2020 2019
Cash flows from operating activities:   
Net income$1,684
 $1,945
Adjustments to reconcile net income to net cash provided by
operating activities:
   
Provision for loan losses300
 400
OREO market value adjustments
 29
Net amortization of premiums and discounts on investments235
 193
Loss on sale of investments available-for-sale
 8
Depreciation of premises and equipment538
 427
Deferred federal income taxes122
 7
Allocation of ESOP shares382
 445
Stock compensation expense80
 124
BOLI income(254) (269)
Changes in operating assets and liabilities:   
Increase in prepaid expenses and other assets(72) (182)
Increase in ROU(237) (1,730)
Increase in advance payments from borrowers for taxes and insurance2,039
 2,441
Increase in accrued interest receivable(164) (793)
Increase in lease liability259
 1,745
Decrease in accrued interest payable(49) 
(Decrease) increase in other liabilities(1,731) 153
Net cash provided by operating activities3,132
 4,943
Cash flows from investing activities: 
  
Proceeds from sales, calls and maturities of investments available-for-sale
 2,995
Principal repayments on investments available-for-sale3,880
 1,300
Purchase of investments held-to-maturity(2,371) 
Net decrease (increase) in loans receivable16,034
 (29,207)
Purchase of FHLB stock(1,001) (731)
Purchase of premises and equipment(663) (466)
Purchase of BOLI(54) (52)
Net cash provided (used) by investing activities15,825
 (26,161)
    
Cash flows from financing activities: 
  
Net (decrease) increase in deposits$(33,550) $16,240
Advances from the FHLB199,000
 71,500
Repayments of advances from the FHLB(176,700) (54,500)
Net share settlement of stock awards(73) (93)
Repurchase and retirement of common stock(1,120) (4,170)
Dividends paid(988) (807)
Net cash (used) provided by financing activities(13,431) 28,170
    
    


7


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

Nine Months Ended September 30,
20202019
Cash flows from financing activities:  
Net increase in deposits$36,148 $77,796 
Advances from the FHLB248,000 196,500 
Repayments of advances from the FHLB(265,700)(222,000)
Net share settlement of stock awards(73)(93)
Repurchase and retirement of common stock(3,886)(6,750)
Dividends paid(2,931)(2,592)
Net cash provided by financing activities11,558 42,861 
Net increase (decrease) in cash and cash equivalents3,124 (3,292)
Cash and cash equivalents at beginning of period22,990 17,010 
Cash and cash equivalents at end of period$26,114 $13,718 
Supplemental disclosures of cash flow information:  
Cash paid during the period for:  
Interest paid$12,540 $15,540 
Federal income taxes paid1,190 1,860 
Noncash items:
Change in unrealized loss on investments available-for-sale$1,945 $2,982 
Change in unrealized loss on cash flow hedge(4,264)(1,449)
Initial recognition of ROU2,116 1,853 
Initial recognition of lease liability2,116 1,853 
    
 Three Months Ended March 31, 
 2020 2019
Net increase in cash and cash equivalents5,526
 6,952
Cash and cash equivalents at beginning of period22,990
 17,010
Cash and cash equivalents at end of period$28,516
 $23,962
    
Supplemental disclosures of cash flow information: 
  
Cash paid during the period for: 
  
Interest paid$4,884
 $4,719
    
Noncash items:   
Change in unrealized loss on investments available-for-sale$(327) $984
Change in unrealized loss on cash flow hedge(3,713) (460)
Initial recognition of ROU1,312
 1,853
Initial recognition of lease liability1,312
 1,853


See accompanying selected notes to consolidated financial statements.



8
9





FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Note 1 - Description of Business


First Financial Northwest, Inc. (“First Financial Northwest”), a Washington corporation, was formed on June 1, 2007 for the purpose of becoming the holding company for First Financial Northwest Bank (the “Bank”) in connection with the conversion from a mutual holding company structure to a stock holding company structure completed on October 9, 2007. First Financial Northwest’s business activities generally are limited to passive investment activities and oversight of its investment in First Financial Northwest Bank. Accordingly, the information presented in the consolidated financial statements and accompanying data, relates primarily to First Financial Northwest Bank. First Financial Northwest is a bank holding company, having converted from a savings and loan holding company on March 31, 2015, and as a bank holding company is subject to regulation by the Federal Reserve Bank of San Francisco. First Financial Northwest Bank is regulated by the Federal Deposit Insurance Corporation (“FDIC”) and the Washington State Department of Financial Institutions (“DFI”).


At March 31,September 30, 2020, First Financial Northwest Bank operated in thirteen locations in Washington with the headquarters and six retail branch locations in King County, five retail branch locations in Snohomish County and one retail branch in Pierce County. TheOn October 5, 2020, the Bank opened a new branch in Gig Harbor, Washington, located in Pierce County. In addition, the Bank has received regulatoryFDIC approval to open a retailnew branch in Gig Harbor,Issaquah, Washington, located in PierceKing County, Washington.which is expected to open in early 2021. The Bank’s primary market area consists of King, Snohomish, Pierce and Kitsap counties, Washington.


The Bank is a portfolio lender, originating and purchasing one-to-four family residential, multifamily, commercial real estate, construction/land development, business, and consumer loans. Loans are primarily funded by deposits from the general public, supplemented by borrowings from the Federal Home Loan Bank of Des Moines (“FHLB”)FHLB and deposits raised in the national brokered deposit market.


As used throughout this report, the terms “we,” “our,” “us,” or the “Company” refer to First Financial Northwest, Inc. and its consolidated subsidiary First Financial Northwest Bank, unless the context otherwise requires.


Note 2 - Basis of Presentation


The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC (“2019 Form 10-K”). In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the unaudited interim consolidated financial statements in accordance with GAAP have been included. All significant intercompany balances and transactions between the Company and its subsidiaries have been eliminated in consolidation. Operating results for the threenine months ended March 31,September 30, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. In preparing the unaudited consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the allowance for loan and lease losses (“ALLL”), the valuation of other real estate owned (“OREO”) and the underlying collateral of impaired loans, deferred tax assets, the right-of-use asset and lease liability on our operating leases, and the fair value of financial instruments.


The Company’s activities are considered to be a single industry segment for financial reporting purposes. The Company is engaged in the business of attracting deposits from the general public and originating and purchasing loans for its portfolio. Substantially all income is derived from a diverse base of commercial, multifamily, and residential real estate loans, consumer lending activities, and investments.


Certain amounts in the unaudited interim consolidated financial statements for prior periods have been reclassified to conform to the current unaudited financial statement presentation with no effect on consolidated net income or stockholders’ equity.





9
10



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




Note 3 - Recently Issued Accounting Pronouncements


Recent Accounting Pronouncements Adopted in 2020


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. The amendments in this ASU remove certain disclosure requirements regarding transfers between Level 1 and Level 2 of the fair value hierarchy and changes in unrealized gains and losses for recurring Level 3 fair value measurements. In addition, the amendments modified and added certain disclosure requirements for Level 3 fair value measurements. The Company adopted this ASU as of January 1, 2020, with no material impact on the Company’s consolidated financial statements.


In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of reference Rate Reform on Financial Reporting. This ASU applies to contracts, hedging relationships and other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or other rate references expected to be discontinued because of reference rate reform. The ASU permits an entity to make necessary modifications to eligible contracts or transactions without requiring contract remeasurement or reassessment of a previous accounting determination. For a cash flow hedge, a change in the method used to assess hedge effectiveness will not result in de-designation of the hedging relationship if certain criteria are met. The Company is party to cash flow hedge arrangements where the hedge effectiveness is based on LIBOR. The Company adopted this ASU as of September 30, 2020, with no material impact on its consolidated financial statements.

Recent Accounting Pronouncements


ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) as amended by ASU 2018-19, ASU 2019-04 and ASU 2019-05, was originally issued in June 2016. This ASU replaces the existing incurred loss impairment methodology that recognizes credit losses when a probable loss has been incurred with new methodology where loss estimates are based upon lifetime expected credit losses. The amendments in this ASU require a financial asset that is measured at amortized cost to be presented at the net amount expected to be collected. The income statement would then reflect the measurement of credit losses for newly recognized financial assets as well as changes to the expected credit losses that have taken place during the reporting period. The measurement of expected credit losses will be based on historical information, current conditions, and reasonable and supportable forecasts that impact the collectability of the reported amount. Available-for-sale securities will bifurcate the fair value mark and establish an allowance for credit losses through the income statement for the credit portion of that mark. The interest portion will continue to be recognized through accumulated other comprehensive income or loss. The change in allowance recognized as a result of adoption will occur through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the ASU is adopted. This ASU is effective for smaller reporting companies, such as the Company, for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating its current expected loss methodology on the loan and investment portfolios to identify the necessary modifications in accordance with this standard and expects a change in the processes and procedures to calculate the ALLL, 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. A valuation adjustment to the ALLL or investment portfolio that is identified in this process will be reflected as a one-time adjustment in equity rather than earnings. ASU 2019-05 issued in April 2019 further provides that entities that have certain financial instruments measured at amortized cost that has credit losses, to irrevocably elect the fair value option in Subtopic 825-10, upon adoption of Topic 326. The fair value option applies to available-for-sale debt securities. This ASU is effective upon adoption of ASU 2016-13, and should be applied on a modified-retrospective basis as a cumulative-effect adjustment to the opening balance of retained earnings in the statement of financial condition as of the adoption date. The Company is in the process of compiling historical and industry data that will be used to calculate expected credit losses on the loan portfolio to ensure that it is fully compliant with the ASU at the adoption date and is evaluating the potential impact adoption of this ASU will have on its consolidated financial statements. The Company intends to adopt ASU 2016-13 in the first quarter of 2023, and as a result, the ALLL may increase. Until the evaluation is complete, however, the magnitude of the increase will not be known.
    
In April 2019, FASB issued ASU 2019-05, Financial Instruments--Credit Losses (Topic 326), Targeted Transition Relief. The amendments in this ASU provide entities that have certain financial instruments measured at amortized cost that have credit losses, to irrevocably elect the fair value option in Subtopic 825-10, upon adoption of Topic 326. The fair value option applies to available-for-sale debt securities. This ASU is effective when ASU 2016-13 is adopted, and will be applied on a modified-retrospective basis as a cumulative-effect adjustment to the opening balance of retained earnings in the statement of
11


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


financial condition as of the adoption date. Adoption of ASU 2019-05 is not expected to have a material impact on the Company’s consolidated financial statements.


In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12). This ASU simplifies the accounting for income taxes by removing (i) the exception to the incremental approach for intra-period tax allocation when there is a loss from continuing operations and income or a gain from other items; (ii) the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, and (iii) the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company does not expect the adoption of ASU 2019-12 to have a material impact on its consolidated financial statements.



10


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


In MarchOctober 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation2020-08, “Receivables – Nonrefundable Fees and Other Costs” (“ASU 2020-08”). ASU 2020-08 clarifies that the Company should reevaluate whether a callable debt security is within the scope of the Effects of reference Rate Reform on Financial Reporting. Thisparagraph 310-20-35-33 for each reporting period. ASU applies to contracts, hedging relationships and other transactions that reference LIBOR or other rate references expected to be discontinued because of reference rate reform. The ASU permits an entity to make necessary modifications to eligible contracts or transactions without requiring contract remeasurement or reassessment of a previous accounting determination. For a cash flow hedge, a change in the method used to assess hedge effectiveness will not result in de-designation of the hedging relationship if certain criteria are met. This ASU2020-08 is effective for all entities as of March 12,fiscal years beginning after December 15, 2020, through December 31, 2022. The Company is party to cash flow hedge arrangements where the hedge effectiveness is based on LIBOR.including interim periods within those fiscal years. The Company does not expect the adoption of ASU 2020-04 to have a material impact on its consolidated financial statements.


Note 4 - Investments


Investments available-for-sale are summarized as follows at the dates indicated:
 September 30, 2020
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
(In thousands)
Mortgage-backed investments:   
   Fannie Mae$13,015 $531 $(11)$13,535 
   Freddie Mac4,134 204 4,338 
   Ginnie Mae18,840 661 (4)19,497 
   Other10,942 93 (109)10,926 
Municipal bonds14,100 725 14,825 
U.S. Government agencies42,236 63 (899)41,400 
Corporate bonds21,501 214 (216)21,499 
Total$124,768 $2,491 $(1,239)$126,020 
 March 31, 2020
 Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair Value
 (In thousands)
Mortgage-backed investments:       
   Fannie Mae$15,416
 $620
 $(28) $16,008
   Freddie Mac4,169
 178
 
 4,347
   Ginnie Mae21,559
 259
 (149) 21,669
   Other11,130
 
 (246) 10,884
Municipal bonds10,653
 307
 (4) 10,956
U.S. Government agencies44,753
 29
 (1,594) 43,188
Corporate bonds25,500
 720
 (1,113) 25,107
Total$133,180
 $2,113
 $(3,134) $132,159
December 31, 2019 December 31, 2019
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair Value Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
(In thousands) (In thousands)
Mortgage-backed investments:       Mortgage-backed investments:   
Fannie Mae$15,605
 $128
 $(104) $15,629
Fannie Mae$15,605 $128 $(104)$15,629 
Freddie Mac4,196
 96
 
 4,292
Freddie Mac4,196 96 4,292 
Ginnie Mae23,239
 140
 (329) 23,050
Ginnie Mae23,239 140 (329)23,050 
Other11,407
 66
 (25) 11,448
Other11,407 66 (25)11,448 
Municipal bonds10,675
 272
 (36) 10,911
Municipal bonds10,675 272 (36)10,911 
U.S. Government agencies46,672
 13
 (935) 45,750
U.S. Government agencies46,672 13 (935)45,750 
Corporate bonds25,500
 372
 (351) 25,521
Corporate bonds25,500 372 (351)25,521 
Total$137,294
 $1,087
 $(1,780) $136,601
Total$137,294 $1,087 $(1,780)$136,601 
     
    
12


11


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




The tables below summarize the aggregate fair value and gross unrealized loss by length of time those investment securities have been continuously in an unrealized loss position at the dates indicated:
 September 30, 2020
 Less Than 12 Months12 Months or LongerTotal
Fair ValueGross Unrealized
Loss
Fair ValueGross Unrealized
Loss
Fair ValueGross Unrealized
Loss
(In thousands)
Mortgage-backed investments:
   Fannie Mae$$$1,391 $(11)$1,391 $(11)
   Freddie Mac
   Ginnie Mae1,370 (4)1,370 (4)
   Other5,897 (109)5,897 (109)
Municipal bonds
U.S. Government agencies2,701 (34)33,214 (865)35,915 (899)
Corporate bonds3,482 (25)3,808 (191)7,290 (216)
Total$7,553 $(63)$44,310 $(1,176)$51,863 $(1,239)
March 31, 2020 December 31, 2019
Less Than 12 Months 12 Months or Longer Total Less Than 12 Months12 Months or LongerTotal
Fair Value 
Gross Unrealized
Loss
 Fair Value 
Gross Unrealized
Loss
 Fair Value 
Gross Unrealized
Loss
Fair ValueGross Unrealized
Loss
Fair ValueGross Unrealized
Loss
Fair ValueGross Unrealized
Loss
(In thousands)(In thousands)
Mortgage-backed investments:           Mortgage-backed investments:
Fannie Mae$1,406
 $(28) $
 $
 $1,406
 $(28) Fannie Mae$8,340 $(104)$$$8,340 $(104)
Freddie Mac
 
 
 
 
 
Freddie Mac
Ginnie Mae13,779
 (149) 
 
 13,779
 (149) Ginnie Mae156 12,921 (329)13,077 (329)
Other4,989
 (130) 5,895
 (116) 10,884
 (246) Other2,843 (7)6,000 (18)8,843 (25)
Municipal bonds517
 (4) 
 
 517
 (4)Municipal bonds3,257 (36)3,257 (36)
U.S. Government agencies8,354
 (428) 32,876
 (1,166) 41,230
 (1,594)U.S. Government agencies12,266 (201)31,490 (734)43,756 (935)
Corporate bonds1,897
 (110) 6,497
 (1,003) 8,394
 (1,113)Corporate bonds1,996 (12)7,161 (339)9,157 (351)
Total$30,942
 $(849) $45,268
 $(2,285) $76,210
 $(3,134)Total$28,858 $(360)$57,572 $(1,420)$86,430 $(1,780)
 December 31, 2019
 Less Than 12 Months 12 Months or Longer Total
 Fair Value 
Gross Unrealized
Loss
 Fair Value 
Gross Unrealized
Loss
 Fair Value 
Gross Unrealized
Loss
 (In thousands)
Mortgage-backed investments:           
   Fannie Mae$8,340
 $(104) $
 $
 $8,340
 $(104)
   Freddie Mac
 
 
 
 
 
   Ginnie Mae156
 
 12,921
 (329) 13,077
 (329)
   Other2,843
 (7) 6,000
 (18) 8,843
 (25)
Municipal bonds3,257
 (36) 
 
 3,257
 (36)
U.S. Government agencies12,266
 (201) 31,490
 (734) 43,756
 (935)
Corporate bonds1,996
 (12) 7,161
 (339) 9,157
 (351)
Total$28,858
 $(360) $57,572
 $(1,420) $86,430
 $(1,780)


On a quarterly basis, management makes an assessment to determine whether there have been any events or economic circumstances to indicate that a security on which there is an unrealized loss is impaired on an other-than-temporary basis. The Company considers many factors including the severity and duration of the impairment, recent events specific to the issuer or industry, and for debt securities, external credit ratings and recent downgrades. Securities on which there is an unrealized loss that is deemed to be an other-than-temporary impairment (“OTTI”) are written down to fair value. If the Company intends to sell a debt security, or it is likely that the Company will be required to sell the debt security before recovering its cost basis, the entire impairment loss would be recognized in earnings as an OTTI. If the Company does not intend to sell the debt security and it is not likely that it will be required to sell the debt security but does not expect to recover the entire amortized cost basis of the debt security, only the portion of the impairment loss representing credit losses would be recognized in earnings. The credit loss on a debt security is measured as the difference between the amortized cost basis and the present value of the cash flows expected to be collected. Projected cash flows are discounted by the original or current effective interest rate depending on the nature of the debt security being measured for potential OTTI. The remaining impairment related to all other factors, the difference between the present value of the cash flows expected to be collected and fair value, is recognized as a charge to other comprehensive income (“OCI”). Impairment losses related to all other factors are presented as separate categories within OCI. The Company had 3423 securities and 37 securities in an unrealized loss position, respectively, with 16 and 18 of these securities in an unrealized loss position for 12 months or more, at March 31,both September 30, 2020, and December 31, 2019, respectively.2019. Management does not believe that any individual unrealized loss as of March 31,September 30, 2020, or December 31, 2019, represented OTTI. The decline in fair market value of these securities was generally due to changes in interest rates and changes in market-desired spreads subsequent to their purchase.

12
13



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




subsequent to their purchase. Management also reviewed the financial condition of the entities issuing municipal or corporate bonds at March 31,September 30, 2020, and December 31, 2019, and determined that an OTTI charge was not warranted.


The amortized cost and estimated fair value of investments available-for-sale at March 31,September 30, 2020, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Investments not due at a single maturity date, primarily mortgage-backed investments, are shown separately.
 September 30, 2020
 Amortized CostFair Value
 (In thousands)
Due within one year$$
Due after one year through five years8,993 8,947 
Due after five years through ten years15,227 15,318 
Due after ten years53,617 53,459 
 77,837 77,724 
Mortgage-backed investments46,931 48,296 
Total$124,768 $126,020 
 March 31, 2020
 Amortized Cost Fair Value
 (In thousands)
Due within one year$497
 $501
Due after one year through five years6,554
 6,976
Due after five years through ten years22,097
 21,389
Due after ten years51,758
 50,385
 80,906
 79,251
Mortgage-backed investments52,274
 52,908
Total$133,180
 $132,159


Under Washington state law, in order to participate in the public funds program the Company is required to pledge eligible securities as collateral in an amount equal to 50% of the public deposits held less the FDIC insured amount. Investment securities with market values of $18.8$21.2 million and $19.0 million were pledged as collateral for public deposits at March 31,September 30, 2020, and December 31, 2019, respectively, both of which exceeded the collateral requirements established by the Washington Public Deposit Protection Commission.


For the three months ended March 31,September 30, 2020, there were no$2.5 million in sales or maturities on investment securities generating a net gain of $18,000. For the nine months ended September 30, 2020, there were $12.0 million in sales or maturities on investment securities generating a net gain of $86,000. For the three months ended September 30, 2019, there were $2.0 million in sales or maturities on investment securities generating a net gain of $88,000. For the nine months ended September 30, 2019, there were $5.1 million in calls, sales, or maturities on investment securities. For the three months ended March 31, 2019, the Bank had calls and sales on investment securities of $3.0 million generating a net lossgain of $8,000.$80,000.


In January 2020, the Bank purchased three annuity contracts, totaling $2.4 million, to be held long-term to satisfy the benefit obligation associated with certain SERPsupplemental executive retirement plan agreements. The annuities are reported at amortized cost as investments held-to-maturity on the Company’s Consolidated Balance Sheet. The amortized cost is considered the fair value of the investment.
14




13


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



Note 5 - Loans Receivable


Loans receivable are disclosed net of loans in process (“LIP”) and are summarized as follows at the dates indicated: 
 September 30, 2020December 31, 2019
 (In thousands)
One-to-four family residential:  
Permanent owner occupied$214,250 $210,898 
Permanent non-owner occupied177,621 161,630 
391,871 372,528 
 
Multifamily142,619 172,915 
 
Commercial real estate389,768 395,152 
 
Construction/land: 
One-to-four family residential45,231 44,491 
Multifamily47,547 40,954 
Commercial5,475 19,550 
Land1,345 8,670 
 99,598 113,665 
Business85,780 37,779 
Consumer40,845 30,199 
Total loans1,150,481 1,122,238 
Less: 
Deferred loan fees, net1,929 558 
ALLL14,568 13,218 
Loans receivable, net$1,133,984 $1,108,462 
 March 31, 2020 December 31, 2019
 (In thousands)
One-to-four family residential:   
Permanent owner occupied$203,045
 $210,898
Permanent non-owner occupied168,208
 161,630
 371,253
 372,528
    
Multifamily169,468
 172,915
    
Commercial real estate385,910
 395,152
    
Construction/land:   
One-to-four family residential43,279
 44,491
Multifamily35,201
 40,954
Commercial22,946
 19,550
Land5,975
 8,670
 107,401
 113,665
    
Business34,702
 37,779
Consumer37,225
 30,199
Total loans1,105,959
 1,122,238
    
Less:   
Deferred loan fees, net301
 558
Allowance for loan and lease losses ("ALLL")13,530
 13,218
Loans receivable, net$1,092,128
 $1,108,462


At March 31,September 30, 2020, loans totaling $501.7$521.3 million were pledged to secure borrowings from the FHLB of Des Moines compared to $506.7 million at December 31, 2019. In addition, loans totaling $122.8$139.3 million and $130.3 million were pledged to the Federal Reserve Bank of San Francisco to secure a line of credit at March 31,September 30, 2020 and December 31, 2019, respectively.
    
Credit Quality Indicators. The Company assigns a risk rating to all credit exposures based on a risk rating system designed to define the basic characteristics and identified risk elements of each credit extension. The Company utilizes a nine‑nine point risk rating system. A description of the general characteristics of the risk grades is as follows:


Grades 1 through 5: These grades are considered to be “pass” credits. These include assets where there is limited credit risk, such as cash secured loans with funds on deposit with the Bank. Pass credits also include credits that are on the Company’s watch list, where the borrower exhibits potential weaknesses, which may, if not checked or corrected, negatively affect the borrower’s financial capacity and threaten their ability to fulfill debt obligations in the future.


Grade 6: These credits, classified as “special mention”, possess weaknesses that deserve management’s close attention. Special mention assets do not expose the Company to sufficient risk to warrant adverse classification in the substandard, doubtful or loss categories. If left uncorrected, these potential weaknesses may result in deterioration in the Company’s credit position at a future date.

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FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Grade 7: These credits, classified as “substandard”, present a distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. These credits have well defined weaknesses which jeopardize the orderly liquidation

14


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


of the debt and are inadequately protected by the current net worth and payment capacity of the borrower or of any collateral pledged.


Grade 8: These credits are classified as “doubtful” and possess well defined weaknesses which make the full collection or liquidation of the loan highly questionable and improbable. This classification is used where significant risk exposures are perceived but the exact amount of the loss cannot yet be determined due to pending events.


Grade 9: Assets classified as “loss” are considered uncollectible and cannot be justified as a viable asset for the Company. There is little or no prospect of near term recovery and no realistic strengthening action of significance is pending.


As of March 31,September 30, 2020, and December 31, 2019, the Company had no loans rated as doubtful or loss. The following tables represent a summary of loans at March 31,September 30, 2020, and December 31, 2019 by type and risk category:

 September 30, 2020
 One-to-Four
Family
Residential
MultifamilyCommercial
Real Estate
Construction/ 
Land
BusinessConsumerTotal
 (In thousands)
Risk Rating:       
   Pass$390,737 $140,515 $373,731 $99,598 $85,780 $40,845 $1,131,206 
   Special mention605 16,037 16,642 
   Substandard529 2,104 2,633 
Total loans$391,871 $142,619 $389,768 $99,598 $85,780 $40,845 $1,150,481 
 December 31, 2019
 One-to-Four
Family
Residential
MultifamilyCommercial
Real Estate
Construction/
Land
BusinessConsumerTotal
 (In thousands)
Risk Rating:       
   Pass$371,363 $170,810 $394,627 $101,141 $37,779 $30,199 $1,105,919 
   Special mention536 2,105 525 12,524 15,690 
   Substandard629 629 
Total loans$372,528 $172,915 $395,152 $113,665 $37,779 $30,199 $1,122,238 
 March 31, 2020
 One-to-Four
Family
Residential
 Multifamily Commercial
Real Estate
 Construction/ 
Land
 Business Consumer Total
 (In thousands)
Risk Rating:             
   Pass$370,100
 $167,364
 $385,389
 $91,751
 $34,702
 $37,225
 $1,086,531
   Special mention531
 
 521
 15,650
 
 
 16,702
   Substandard622
 2,104
 
 
 
 
 2,726
Total loans$371,253
 $169,468
 $385,910
 $107,401
 $34,702
 $37,225
 $1,105,959


 December 31, 2019
 
One-to-Four
Family
Residential
 Multifamily 
Commercial
Real Estate
 
Construction/
Land
 Business Consumer Total
 (In thousands)
Risk Rating:             
   Pass$371,363
 $170,810
 $394,627
 $101,141
 $37,779
 $30,199
 $1,105,919
   Special mention536
 2,105
 525
 12,524
 
 
 15,690
   Substandard629
 
 
 
 
 
 629
Total loans$372,528
 $172,915
 $395,152
 $113,665
 $37,779
 $30,199
 $1,122,238

ALLL. When the Company classifies problem assets as either substandard or doubtful, pursuant to Federal regulations, or identifies a loan where it is uncertain if the Bank will be able to collect all amounts due according to the contractual terms of the loan, it may establish a specific reserve in an amount deemed prudent to address the risk specifically. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been specifically allocated to the particular problem assets. When an insured institution classifies problem assets as a loss, pursuant to Federal regulations, it is required to charge-off such assets in the period in which they are deemed uncollectible. The determination as to the classification of the Company’s assets and the amount of valuation allowances is subject to review by bank regulators, who can require the establishment of additional allowances for loan losses.


At September 30, 2020, total loans receivable included $52.0 million of loans originated under the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”). PPP loans are 100% guaranteed by the SBA. Although these loans were included in the population of loans collectively evaluated for impairment, no general reserve was allocated to them as these loans are 100% guaranteed by the SBA.

16


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Loan grades are used by the Company to identify and track potential problem loans which do not rise to the levels described for substandard, doubtful, or loss. The grades for watch and special mention are assigned to loans which have been criticized based upon known characteristics such as periodic payment delinquency, failure to comply with contractual terms of the loan or stale financial information from the borrower and/or guarantors. Loans identified as criticized (watch and special mention) or classified (substandard, doubtful or loss) are subject to problem loan reporting every three months.


15


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



The following tables summarize changes in the ALLL and loan portfolio by loan type and impairment method at the dates and for the periods shown: 
At or For the Three Months Ended March 31, 2020 At or For the Three Months Ended September 30, 2020
One-to-Four
Family
Residential
 Multifamily Commercial 
Real Estate
 Construction/
Land
 Business Consumer Total One-to-Four
Family
Residential
MultifamilyCommercial 
Real Estate
Construction/
Land
BusinessConsumerTotal
(In thousands)(In thousands)
ALLL:             ALLL:
Beginning balance$3,034
 $1,607
 $4,559
 $2,222
 $1,140
 $656
 $13,218
Beginning balance$3,134 $1,559 $4,849 $2,257 $1,065 $972 $13,836 
Recoveries12
 
 
 
 
 
 12
Recoveries30 32 
Provision (recapture)9
 51
 134
 (79) (66) 251
 300
Provision (Recapture)Provision (Recapture)89 (165)622 108 (21)67 700 
Ending balanceEnding balance$3,225 $1,394 $5,501 $2,365 $1,044 $1,039 $14,568 
At or For the Nine Months Ended September 30, 2020
One-to-Four
Family
Residential
MultifamilyCommercial 
Real Estate
Construction/
Land
BusinessConsumerTotal
(In thousands)
ALLL:ALLL:
Beginning balanceBeginning balance$3,034 $1,607 $4,559 $2,222 $1,140 $656 $13,218 
Recoveries Recoveries20 30 50 
Provision (Recapture)Provision (Recapture)171 (213)912 143 (96)383 1,300 
Ending balance$3,055
 $1,658
 $4,693
 $2,143
 $1,074
 $907
 $13,530
Ending balance$3,225 $1,394 $5,501 $2,365 $1,044 $1,039 $14,568 
             
ALLL by category:             ALLL by category:
General reserve$3,026
 $1,658
 $4,693
 $2,143
 $1,074
 $907
 $13,501
General reserve$3,213 $1,394 $5,501 $2,365 $1,044 $1,039 $14,556 
Specific reserve29
 
 
 
 
 
 29
Specific reserve12 12 
             
Loans:             Loans: 
Total loans$371,253
 $169,468
 $385,910
 $107,401
 $34,702
 $37,225
 $1,105,959
Total loans$391,871 $142,619 $389,768 $99,598 $85,780 $40,845 $1,150,481 
Loans collectively evaluated for impairment (1)
367,395
 167,364
 384,653
 91,751
 34,702
 37,225
 1,083,090
Loans collectively evaluated for impairment (1)
389,033 140,515 372,995 99,598 85,780 40,845 1,128,766 
Loans individually evaluated for impairment (2)
3,858
 2,104
 1,257
 15,650
 
 
 22,869
Loans individually evaluated for impairment (2)
2,838 2,104 16,773 21,715 
____________ 


(1) Loans collectively evaluated for general reserves.
(2) Loans individually evaluated for specific reserves.






16
17



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



At or For the Three Months Ended March 31, 2019 At or For the Three Months Ended September 30, 2019
One-to-Four
Family
Residential
 Multifamily Commercial 
Real Estate
 Construction/
Land
 Business Consumer Total One-to-Four
Family
Residential
MultifamilyCommercial 
Real Estate
Construction/
Land
BusinessConsumerTotal
(In thousands)(In thousands)
ALLL:             ALLL:
Beginning balance$3,387
 $1,680
 $4,777
 $2,331
 $936
 $236
 $13,347
Beginning balance$3,085 $1,643 $4,607 $2,271 $1,120 $331 $13,057 
Recoveries Recoveries
Provision (recapture) Provision (recapture)(56)91 (122)(73)37 223 100 
Ending balanceEnding balance$3,032 $1,734 $4,485 $2,198 $1,157 $555 $13,161 
At or For the Nine Months Ended September 30, 2019
One-to-Four
Family
Residential
MultifamilyCommercial 
Real Estate
Construction/
Land
BusinessConsumerTotal
(In thousands)
ALLL:ALLL:
Beginning balanceBeginning balance$3,387 $1,680 $4,777 $2,331 $936 $236 $13,347 
Recoveries24
 
 
 
 
 37
 61
Recoveries31 45 38 114 
(Recapture) provision(379) (101) 32
 801
 94
 (47) 400
(Recapture) provision(386)(292)(133)221 281 (300)
Ending balance$3,032
 $1,579
 $4,809
 $3,132
 $1,030
 $226
 $13,808
Ending balance$3,032 $1,734 $4,485 $2,198 $1,157 $555 $13,161 
             
ALLL by category:             ALLL by category:
General reserve$2,982
 $1,579
 $4,809
 $3,132
 $1,030
 $226
 $13,758
General reserve$3,001 $1,734 $4,485 $2,198 $1,157 $555 $13,130 
Specific reserve50
 
 
 
 
 
 50
Specific reserve31 31 
             
Loans:             Loans: 
Total loans$351,332
 $167,843
 $384,686
 $114,510
 $33,513
 $14,336
 $1,066,220
Total loans$370,386 $171,152 $381,890 $109,915 $37,507 $26,451 $1,097,301 
Loans collectively evaluated for impairment (1)
345,569
 167,843
 382,530
 114,510
 33,513
 14,292
 1,058,257
Loans collectively evaluated for impairment (1)
365,813 171,152 379,764 98,306 37,507 26,412 1,078,954 
Loans individually evaluated for impairment (2)
5,763
 
 2,156
 
 
 44
 7,963
Loans individually evaluated for impairment (2)
4,573 2,126 11,609 39 18,347 
_____________ 


(1) Loans collectively evaluated for general reserves.
(2) Loans individually evaluated for specific reserves.



17
18



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




Past Due Loans. Loans are considered past due if a scheduled principal or interest payment is due and unpaid for 30 days or more. At Marchboth September 30, 2020, and December 31, 2020, past due loans were 0.20% of total loans receivable. In comparison,2019, past due loans were 0.19% of total loans receivable at December 31, 2019.receivable. The following tables represent a summary of the aging of loans by type at the dates indicated:

Loans Past Due as of March 31, 2020     Loans Past Due as of September 30, 2020  
30-59 Days 60-89 Days 90 Days and
Greater
 Total Past
Due
 Current 
Total (1)
30-59 Days60-89 Days90 Days and
Greater
Total Past
Due
Current
Total (1)
(In thousands) (In thousands)
Real estate:           Real estate:      
One-to-four family residential:           One-to-four family residential:      
Owner occupied$79
 $
 $
 $79
 $202,966
 $203,045
Owner occupied$$$$$214,250 $214,250 
Non-owner occupied
 
 
 
 168,208
 168,208
Non-owner occupied177,621 177,621 
Multifamily
 
 2,104
 2,104
 167,364
 169,468
Multifamily2,104 2,104 140,515 142,619 
Commercial real estate
 
 
 
 385,910
 385,910
Commercial real estate389,768 389,768 
Construction/land
 
 
 
 107,401
 107,401
Construction/land99,598 99,598 
Total real estate79
 
 2,104
 2,183
 1,031,849
 1,034,032
Total real estate2,104 2,104 1,021,752 1,023,856 
Business
 
 
 
 34,702
 34,702
Business85,780 85,780 
Consumer
 
 
 
 37,225
 37,225
Consumer32 32 40,813 40,845 
Total loans$79
 $
 $2,104
 $2,183
 $1,103,776
 $1,105,959
Total loans$32 $$2,104 $2,136 $1,148,345 $1,150,481 
 ________________ 


(1) There were no0 loans 90 days and greater past due and still accruing interest at March 31, 2020.September 30, 2020.

Loans Past Due as of December 31, 2019     Loans Past Due as of December 31, 2019  
30-59 Days 60-89 Days 90 Days and
Greater
 Total Past
Due
 Current 
Total (1)
30-59 Days60-89 Days90 Days and
Greater
Total Past
Due
Current
Total (1)
(In thousands) (In thousands)
Real estate:           Real estate:      
One-to-four family residential:           One-to-four family residential:      
Owner occupied$79
 $
 $
 $79
 $210,819
 $210,898
Owner occupied$79 $$$79 $210,819 $210,898 
Non-owner occupied
 
 
 
 161,630
 161,630
Non-owner occupied161,630 161,630 
Multifamily2,105
 
 
 2,105
 170,810
 172,915
Multifamily2,105 2,105 170,810 172,915 
Commercial real estate
 
 
 
 395,152
 395,152
Commercial real estate395,152 395,152 
Construction/land
 
 
 
 113,665
 113,665
Construction/land113,665 113,665 
Total real estate2,184
 
 
 2,184
 1,052,076
 1,054,260
Total real estate2,184 2,184 1,052,076 1,054,260 
Business
 
 
 
 37,779
 37,779
Business37,779 37,779 
Consumer
 
 
 
 30,199
 30,199
Consumer30,199 30,199 
Total loans$2,184
 $
 $
 $2,184
 $1,120,054
 $1,122,238
Total loans$2,184 $$$2,184 $1,120,054 $1,122,238 
_________________ 


(1) There were no0 loans 90 days and greater past due and still accruing interest at December 31, 2019.


Nonperforming Loans.When a loan becomes 90 days past due, the Bank generally places the loan on nonaccrual status. Loans may be placed on nonaccrual status prior to being 90 days past due if there is an identified problem that indicates the borrower is unable to meet their scheduled payment obligations.The following table is a summary of nonaccrual loans by loan type at the dates indicated:


18
19



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



 September 30, 2020December 31, 2019
 (In thousands)
One-to-four family residential$$95 
Multifamily2,104 
Total nonaccrual loans$2,104 $95 
 March 31, 2020 December 31, 2019
 (In thousands)
One-to-four family residential$91
 $95
Multifamily2,104
 
Total nonaccrual loans$2,195
 $95


During the three and nine months ended March 31,September 30, 2020, interest income that would have been recognized had these nonaccrual loans been performing in accordance with their original terms was $14,000.$24,000 and $58,000. For the three and nine months ended March 31,September 30, 2019, foregone interest on nonaccrual loans was $6,000.$2,000 and $11,000, respectively.


The following tables summarize the loan portfolio by type and payment status at the dates indicated:

March 31, 2020 September 30, 2020
One-to-Four
Family
Residential
 Multifamily Commercial
Real Estate
 Construction/
Land
 Business Consumer Total One-to-Four
Family
Residential
MultifamilyCommercial
Real Estate
Construction/
Land
BusinessConsumerTotal
(In thousands) (In thousands)
Performing (1)
$371,162
 $167,364
 $385,910
 $107,401
 $34,702
 $37,225
 $1,103,764
Performing (1)
$391,871 $140,515 $389,768 $99,598 $85,780 $40,845 $1,148,377 
Nonperforming (2)
91
 2,104
 
 
 
 
 2,195
NonperformingNonperforming2,104 2,104 
Total loans$371,253
 $169,468
 $385,910
 $107,401
 $34,702
 $37,225
 $1,105,959
Total loans$391,871 $142,619 $389,768 $99,598 $85,780 $40,845 $1,150,481 
_____________


(1) There were $203.0$214.3 million of owner-occupied one-to-four family residential loans and $168.2$177.6 million of non-owner occupied one-to-four family residential loans classified as performing.
(2) The $91,000 one-to-four family residential loan classified as nonperforming is owner-occupied.
December 31, 2019 December 31, 2019
One-to-Four
Family
Residential
 Multifamily Commercial
Real Estate
 Construction/
Land
 Business Consumer Total One-to-Four
Family
Residential
MultifamilyCommercial
Real Estate
Construction/
Land
BusinessConsumerTotal
(In thousands) (In thousands)
Performing (1)
$372,433
 $172,915
 $395,152
 $113,665
 $37,779
 $30,199
 $1,122,143
Performing (1)
$372,433 $172,915 $395,152 $113,665 $37,779 $30,199 $1,122,143 
Nonperforming (2)
95
 
 
 
 
 
 95
Nonperforming (2)
95 95 
Total loans$372,528
 $172,915
 $395,152
 $113,665
 $37,779
 $30,199
 $1,122,238
Total loans$372,528 $172,915 $395,152 $113,665 $37,779 $30,199 $1,122,238 
_____________


(1) There were $210.8 million of owner-occupied one-to-four family residential loans and $161.6 million of non-owner occupied one-to-four family residential loans classified as performing.
(2) The $95,000 of one-to-four family residential loansloan classified as nonperforming are allis owner-occupied.


Impaired Loans. A loan is considered impaired when we have determined that we may be unable to collect payments of principal or interest when due under the terms of the original loan document or the borrower failing to comply with contractual terms of the loan. At March 31,September 30, 2020, there were no0 commitments to advance funds related to impaired loans. At December 31, 2019, there was $3.1$3.1 million committed to be advanced on an impaired $12.5 million constructionconstruction/land loan. During the threenine months ended March 31,September 30, 2020, the $15.7 million impairedthis construction/land loan became fully funded.funded and was reclassified as an impaired permanent commercial real estate loan with a $15.5 million principal balance at September 30, 2020. The Bank authorized completion of the loan funding because it determined that it was in the Bank’s best interest to finalize the construction project. At March 31,September 30, 2020, the loan is well collateralized and the Bank currently does not expect to incur a loss.



19
20



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



The following tables present a summary of loans individually evaluated for impairment by loan type at the dates indicated:

March 31, 2020 September 30, 2020
Recorded Investment (1)
 
Unpaid Principal Balance (2)
 Related Allowance
Recorded Investment (1)
Unpaid Principal Balance (2)
Related Allowance
(In thousands) (In thousands)
Loans with no related allowance:     Loans with no related allowance:   
One-to-four family residential:      One-to-four family residential:
Owner occupied$429
 $575
 $
Owner occupied$336 $434 $— 
Non-owner occupied1,289
 1,289
 
Non-owner occupied1,039 1,039 — 
Multifamily2,104
 2,104
 
Multifamily2,104 2,104 — 
Commercial real estate1,257
 1,257
 
Commercial real estate16,773 16,773 — 
Construction/land15,650
 15,650
 
Total20,729
 20,875
 
Total20,252 20,350 — 
     
Loans with an allowance:     Loans with an allowance:
One-to-four family residential:      One-to-four family residential:
Owner occupied503
 549
 12
Owner occupied502 549 
Non-owner occupied1,637
 1,637
 17
Non-owner occupied961 961 
Total2,140
 2,186
 29
Total1,463 1,510 12 
     
Total impaired loans:     Total impaired loans:
One-to-four family residential:      One-to-four family residential:
Owner occupied932
 1,124
 12
Owner occupied838 983 
Non-owner occupied2,926
 2,926
 17
Non-owner occupied2,000 2,000 
Multifamily2,104
 2,104
 
Multifamily2,104 2,104 
Commercial real estate1,257
 1,257
 
Commercial real estate16,773 16,773 
Construction/land15,650
 15,650
 
Total$22,869
 $23,061
 $29
Total$21,715 $21,860 $12 
_________________ 

(1) Represents the loan balance less charge-offs.
(2) Contractual loan principal balance.






20
21



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



December 31, 2019 December 31, 2019
Recorded Investment (1)
 
Unpaid Principal Balance (2)
 Related Allowance
Recorded Investment (1)
Unpaid Principal Balance (2)
Related Allowance
(In thousands) (In thousands)
Loans with no related allowance:     Loans with no related allowance:   
One-to-four family residential:      One-to-four family residential:   
Owner occupied$437
 $582
 $
Owner occupied$437 $582 $— 
Non-owner occupied1,486
 1,486
 
Non-owner occupied1,486 1,486 — 
Multifamily2,105
 2,105
 
Multifamily2,105 2,105 — 
Commercial real estate1,266
 1,266
 
Commercial real estate1,266 1,266 — 
Construction/land12,524
 15,650
 
Construction/land12,524 15,650 — 
Total17,818
 21,089
 
Total17,818 21,089 — 
     
Loans with an allowance:     Loans with an allowance:
One-to-four family residential:      One-to-four family residential:
Owner occupied505
 552
 13
Owner occupied505 552 13 
Non-owner occupied1,647
 1,647
 18
Non-owner occupied1,647 1,647 18 
Total2,152
 2,199
 31
Total2,152 2,199 31 
     
Total impaired loans:     Total impaired loans:
One-to-four family residential:      One-to-four family residential:
Owner occupied942
 1,134
 13
Owner occupied942 1,134 13 
Non-owner occupied3,133
 3,133
 18
Non-owner occupied3,133 3,133 18 
Multifamily2,105
 2,105
 
Multifamily2,105 2,105 
Commercial real estate1,266
 1,266
 
Commercial real estate1,266 1,266 
Construction/land12,524
 15,650
 
Construction/land12,524 15,650 
Total$19,970
 $23,288
 $31
Total$19,970 $23,288 $31 
_________________ 


(1) Represents the loan balance less charge-offs.
(2) Contractual loan principal balance.





21
22



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




The following table presents the average recorded investment in loans individually evaluated for impairment and the interest income recognized for the three and nine months ended March 31,September 30, 2020 and 2019:

Three Months Ended September 30, 2020Nine Months Ended September 30, 2020
Average Recorded InvestmentInterest Income RecognizedAverage Recorded InvestmentInterest Income Recognized
(In thousands)
Loans with no related allowance:
   One-to-four family residential:
      Owner occupied$381 $$407 $15 
      Non-owner occupied1,115 17 1,251 52 
Multifamily2,104 47 2,104 139 
Commercial real estate16,823 144 9,042 519 
Construction/land7,044 
Total20,423 210 19,848 725 
Loans with an allowance:
   One-to-four family residential:
      Owner occupied502 503 23 
      Non-owner occupied964 15 1,303 45 
Total1,466 22 1,806 68 
Total impaired loans:
   One-to-four family residential:
      Owner occupied883 910 38 
      Non-owner occupied2,079 32 2,554 97 
Multifamily2,104 47 2,104 139 
Commercial real estate16,823 144 9,042 519 
Construction/land7,044 
Total$21,889 $232 $21,654 $793 

23


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Three Months Ended March 31, 2020 Three Months Ended March 31, 2019
 Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized
 (In thousands)
Loans with no related allowance:       
   One-to-four family residential:       
      Owner occupied$433
 $9
 $1,078
 $15
      Non-owner occupied1,388
 21
 2,208
 31
Multifamily2,105
 46
 
 
Commercial real estate1,262
 22
 2,328
 38
Construction/land14,087
 150
 
 
Consumer
 
 66
 1
Total19,275
 248
 5,680
 85
        
Loans with an allowance:       
   One-to-four family residential:       
      Owner occupied504
 9
 512
 9
      Non-owner occupied1,642
 23
 2,746
 30
Commercial real estate
 
 121
 
Total2,146
 32
 3,379
 39
        
Total impaired loans:       
   One-to-four family residential:       
      Owner occupied937
 18
 1,590
 24
      Non-owner occupied3,030
 44
 4,954
 61
Multifamily2,105
 46
 
 
Commercial real estate1,262
 22
 2,449
 38
Construction/land14,087
 150
 
 
Consumer
 
 66
 1
Total$21,421
 $280
 $9,059
 $124


Three Months Ended September 30, 2019Nine Months Ended September 30, 2019
Average Recorded InvestmentInterest Income RecognizedAverage Recorded InvestmentInterest Income Recognized
(In thousands)
Loans with no related allowance:
   One-to-four family residential:
      Owner occupied$834 $15 $956 $44 
      Non-owner occupied1,633 24 1,920 74 
Commercial real estate2,134 38 2,231 114 
Construction/land11,596 202 5,798 570 
Consumer41 53 
Total16,238 280 10,958 805 
Loans with an allowance:
   One-to-four family residential:
      Owner occupied508 510 26 
      Non-owner occupied1,661 24 2,203 69 
Commercial real estate60 
Total2,169 33 2,773 95 
Total impaired loans:
   One-to-four family residential:
      Owner occupied1,342 24 1,466 70 
      Non-owner occupied3,294 48 4,123 143 
Commercial real estate2,134 38 2,291 114 
Construction/land11,596 202 5,798 570 
Consumer41 53 
Total$18,407 $313 $13,731 $900 



Troubled Debt Restructurings. Certain loan modifications are accounted for as troubled debt restructured loans (“TDRs”). At March 31,September 30, 2020, the TDR portfolio totaled $5.0$4.1 million. At December 31, 2019, the TDR portfolio totaled $5.2 million. At both dates, all TDRs were performing according to their modified repayment terms.


At March 31,September 30, 2020,, the Company had no0 commitments to extend additional credit to borrowers whose loan terms have been modified in TDRs. All TDRs are also classified as impaired loans and are included in the loans individually evaluated for impairment as part of the calculation of the ALLL. NoNaN loans accounted for as TDRs were charged-off to the ALLL for the three and nine months ended March 31,September 30, 2020 and 2019.



The Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act"), signed into law on March 27, 2020, provided guidance around the modification of loans as a result of the COVID-19 pandemic, which outlined, among other criteria, that short-term modifications made on a good faith basis to borrowers who were current as defined under the CARES Act prior to any relief, are not TDRs. This includes short-term (e.g. generally up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. To qualify as an eligible loan under the CARES Act, a loan modification must be (1) related to the COVID-19 pandemic; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency by the President or (B) December 31, 2020. At September 30, 2020, total loans receivable included $132.3 million of loans that had been granted short term deferrals under the CARES Act and related regulatory guidance, of which $65.5 million were in their active loan payment deferral period. At September 30, 2020, 0 loans whose deferral period had expired were delinquent. Loan modifications in accordance with the CARES Act are still subject to an impairment evaluation.
22
24



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



On March 22, 2020, federal banking regulators issued an interagency statement that included guidance on their approach for the accounting of loan modifications in light of the economic impact of the COVID-19 pandemic. The guidance interprets current accounting standards and indicates that a lender can conclude that a borrower is not experiencing financial difficulty if short-term modifications are made in response to COVID-19, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant related to the loans in which the borrower is less than 30 days past due on its contractual payments at the time a modification program is implemented. The agencies confirmed in working with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs.

There were no TDR modifications during the three and nine months ended March 31,September 30, 2020. The following table presents TDR modifications for the three and nine months ended March 31,September 30, 2019, and their recorded investment prior to and after the modification:

Three Months Ended September 30, 2019Nine Months Ended September 30, 2019
Number of LoansPre-Modification Outstanding Recorded InvestmentPost-Modification Outstanding Recorded InvestmentNumber of LoansPre-Modification Outstanding Recorded InvestmentPost-Modification Outstanding Recorded Investment
(Dollars in thousands)
One-to-four family residential
Principal and interest with interest rate concession and advancement of maturity date$536 $536 $1,360 $1,360 
Advancement of maturity date694 694 
Commercial
Advancement of maturity date855 855 855 855 
Total$$1,391 $1,391 11 $2,909 $2,909 
 Three Months Ended March 31, 2019
 Number of Loans Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment
 (In thousands)
One-to-four family residential     
Principal and interest with interest rate concession and advancement of maturity date6
 $824
 $824
Advancement of maturity date3
 694
 694
Total9
 $1,518
 $1,518


TDRs that default after they have been modified are typically evaluated individually on a collateral basis. Any additional impairment is charged to the ALLL. For the three and nine months ended March 31,September 30, 2020, and March 31,September 30, 2019, no0 loans that had been modified in the previous 12 months defaulted.     


Note 6 - Other Real Estate Owned


OREO includes properties acquired by the Company through foreclosure and deed in lieu of foreclosure. The following table is a summary of OREO activity during the periods shown: 
Three Months Ended March 31, Three Months Ended September 30,Nine Months Ended September 30,
2020 2019 2020201920202019
(In thousands) (In thousands)
Balance at beginning of period$454
 $483
Balance at beginning of period$454 $454 $454 $483 
Market value adjustments
 (29)Market value adjustments(29)
Balance at end of period$454
 $454
Balance at end of period$454 $454 $454 $454 
 
For the three and nine months ended March 31,September 30, 2020, there were no0 OREO properties sold and no0 market value adjustments taken on the properties in OREO. For the three and nine months ended March 31,September 30, 2019, there were no0 OREO properties sold and $29,000 in market value adjustments on OREO properties. OREO at March 31,September 30, 2020, consisted of $454,000 in commercial real estate properties. At March 31,September 30, 2020, there was a $2.1 million multifamily loan and no0 one-to-four family residential loans for which formal foreclosure proceedings were in process.
25



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 7 - Fair Value


The Company determines the fair values of its financial instruments based on the fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair values. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect its estimate for market assumptions.


Valuation inputs refer to the assumptions market participants would use in pricing a given asset or liability using one of the three valuation techniques. Inputs can be observable or unobservable. Observable inputs are those assumptions that market participants would use in pricing the particular asset or liability. These inputs are based on market data and are obtained from an independent source. Unobservable inputs are assumptions based on the Company’s own information or estimate of assumptions used by market participants in pricing the asset or liability. Unobservable inputs are based on the best and most current information available on the measurement date.
        
All inputs, whether observable or unobservable, are ranked in accordance with a prescribed fair value hierarchy:


Level 1 - Quoted prices for identical instruments in active markets.



23


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable.


Level 3 - Instruments whose significant value drivers are unobservable.


The Company used the following methods to measure fair value on a recurring or nonrecurring basis:


Investments available-for-sale: The fair value of all investments, excluding FHLB stock, was based upon quoted market prices for similar investments in active markets, identical or similar investments in markets that are not active and model-derived valuations whose inputs are observable.


Impaired loans: The fair value of impaired loans is measured using the present value of expected future cash flows discounted at the loan’s effective interest rate. When the sole source of repayment of the loan is the operation or liquidation of the collateral, the fair value is determined using the observable market price less certain completion costs and completion costs.

OREO: The fair value of OREO properties is measured at the lower of the carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property, resulting in a Level 3 classification. in cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.


Derivatives: The fair value of derivatives is based on dealer quotes, pricing models utilizing observable market data and discounted cash flow methodologies or similar techniques for which the determination of fair value may require significant management judgment or estimation.

26


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The tables below present the balances of assets and liabilities measured at fair value on a recurring basis (there were no transfers between Level 1, Level 2 and Level 3 recurring measurements) at March 31,September 30, 2020 and December 31, 2019:
 Fair Value Measurements at September 30, 2020
 Fair Value MeasurementsQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
 (In thousands)
Assets:
Investments available-for-sale:    
Mortgage-backed investments:   
Fannie Mae$13,535 $$13,535 $
Freddie Mac4,338 4,338 
Ginnie Mae19,497 19,497 
Other10,926 10,926 
Municipal bonds14,825 14,825 
U.S. Government agencies41,400 41,400 
Corporate bonds21,499 21,499 
Total available-for-sale investments126,020 126,020 
Liabilities:
Derivative fair value liability3,839 3,839 
 Fair Value Measurements at March 31, 2020
 Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
 (In thousands)
Assets:       
Investments available-for-sale:       
Mortgage-backed investments:       
Fannie Mae$16,008
 $
 $16,008
 $
Freddie Mac4,347
 
 4,347
 
Ginnie Mae21,669
 
 21,669
 
Other10,884
 
 10,884
 
Municipal bonds10,956
 
 10,956
 
U.S. Government agencies43,188
 
 43,188
 
Corporate bonds25,107
 
 25,107
 
Total available-for-sale
investments
132,159
 
 132,159
 
        
Liabilities:       
Derivative fair value liability3,287
 
 3,287
 


 Fair Value Measurements at December 31, 2019
 Fair Value MeasurementsQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(In thousands)
Investments available-for-sale:
Mortgage-backed investments:    
Fannie Mae$15,629 $$15,629 $
Freddie Mac4,292 4,292 
Ginnie Mae23,050 23,050 
Other11,448 11,448 
Municipal bonds10,911 10,911 
U.S. Government agencies45,750 45,750 
Corporate bonds25,521 25,521 
Total available-for-sale investments136,601 136,601 
Derivative fair value asset426 426 
Total$137,027 $$137,027 $


24


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 Fair Value Measurements at December 31, 2019
 Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
 (In thousands)
Investments available-for-sale:       
Mortgage-backed investments:       
Fannie Mae$15,629
 $
 $15,629
 $
Freddie Mac4,292
 
 4,292
 
Ginnie Mae23,050
 
 23,050
 
Other11,448
 
 11,448
 
Municipal bonds10,911
 
 10,911
 
U.S. Government agencies45,750
 
 45,750
 
Corporate bonds25,521
 
 25,521
 
Total available-for-sale
investments
136,601
 
 136,601
 
Derivative fair value asset426
 
 426
 
Total$137,027
 $
 $137,027
 $

The estimated fair value of Level 2 investments is based on quoted prices for similar investments in active markets, identical or similar investments in markets that are not active and model-derived valuations whose inputs are observable.    


27


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The tables below present the balances of assets measured at fair value on a nonrecurring basis at March 31,September 30, 2020, and December 31, 2019: 
Fair Value Measurements at March 31, 2020 Fair Value Measurements at September 30, 2020
Fair Value
Measurements
 Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 Significant
Other
Observable
Inputs (Level 2)
 Significant
Unobservable
Inputs
(Level 3)
Fair Value
Measurements
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant
Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs
(Level 3)
(In thousands) (In thousands)
Impaired loans (included in loans
receivable, net)
(1)
$22,840
 $
 $
 $22,840
Impaired loans (included in loans receivable, net) (1)
$21,703 $$$21,703 
OREO454
 
 
 454
OREO454 454 
Total$23,294
 $
 $
 $23,294
Total$22,157 $$$22,157 
_____________
(1) Total fair value of impaired loans is net of $29,000$12,000 of specific reserves on performing TDRs.

Fair Value Measurements at December 31, 2019 Fair Value Measurements at December 31, 2019
Fair Value
Measurements
 Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 Significant
Other
Observable
Inputs (Level 2)
 Significant
Unobservable
Inputs
(Level 3)
Fair Value
Measurements
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant
Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs
(Level 3)
(In thousands) (In thousands)
Impaired loans (included in loans
receivable, net)
(1)
$19,939
 $
 $
 $19,939
Impaired loans (included in loans receivable, net) (1)
$19,939 $$$19,939 
OREO454
 
 
 454
OREO454 454 
Total$20,393
 $
 $
 $20,393
Total$20,393 $$$20,393 
_____________
(1) Total fair value of impaired loans is net of $31,000 of specific reserves on performing TDRs.
 

25


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The fair value of impaired loans reflects the exit price and is calculated using the collateral value method or on a discounted cash flow basis. Inputs used in the collateral value method include appraised values, less estimated costs to sell. Some of these inputs may not be observable in the marketplace. Appraised values may be discounted based on management’s knowledge of the marketplace, subsequent changes in market conditions, or management’s knowledge of the borrower.


The following tables present quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at March 31,September 30, 2020 and December 31, 2019:
September 30, 2020
Fair ValueValuation TechniqueUnobservable Input(s)Range (Weighted Average)
(Dollars in thousands)
Impaired Loans$21,703 Market approachAppraised value discounted by market or borrower conditions
0.0% - 8.0%
(4.7%)
OREO$454 Market approachAppraised value less selling costs
0.0%
(0.0%)
28


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 March 31, 2020
 Fair Value Valuation Technique Unobservable Input(s) Range (Weighted Average)
 (Dollars in thousands)
Impaired Loans$22,840
 Market approach Appraised value discounted by market or borrower conditions 0.0%
(0.0%)
        
OREO$454
 Market approach Appraised value less selling costs 0.0%
(0.0%)


December 31, 2019
Fair ValueValuation TechniqueUnobservable Input(s)Range (Weighted Average)
(Dollars in thousands)
Impaired Loans$19,939 Market approachAppraised value discounted by market or borrower conditions
0.0%
(0.0%)
OREO$454 Market approachAppraised value less selling costs
0.0%
 (0.0%)

 December 31, 2019
 Fair Value Valuation Technique Unobservable Input(s) Range (Weighted Average)
 (Dollars in thousands)
Impaired Loans$19,939
 Market approach Appraised value discounted by market or borrower conditions 0.0%
(0.0%)
        
OREO$454
 Market approach Appraised value less selling costs 0.0%
(0.0%)

The carrying amounts and estimated fair values of financial instruments were as follows at the dates indicated: 
March 31, 2020September 30, 2020
  Estimated Fair Value Measurements Using: EstimatedFair Value Measurements Using:
Carrying Value Fair Value Level 1 Level 2 Level 3 Carrying ValueFair ValueLevel 1Level 2Level 3
(In thousands) (In thousands)
Financial Assets:         Financial Assets:    
Cash on hand and in banks$6,453
 $6,453
 $6,453
 $
 $
Cash on hand and in banks$7,440 $7,440 $7,440 $$
Interest-earning deposits with banks22,063
 22,063
 22,063
 
 
Interest-earning deposits with banks18,674 18,674 18,674 
Investments available-for-sale132,159
 132,159
 
 132,159
 
Investments available-for-sale126,020 126,020 126,020 
Investments held-to-maturity2,371
 2,371
 
 2,371
 
Investments held-to-maturity2,406 2,406 2,406 
Loans receivable, net1,092,128
 1,088,184
 
 
 1,088,184
Loans receivable, net1,133,984 1,136,078 1,136,078 
FHLB stock8,010
 8,010
 
 8,010
 
FHLB stock6,410 6,410 6,410 
Accrued interest receivable4,302
 4,302
 
 4,302
 
Accrued interest receivable5,676 5,676 5,676 
         
Financial Liabilities:     
  
  Financial Liabilities:  
Deposits536,850
 536,850
 536,850
 
 
Deposits641,036 641,036 641,036 
Certificates of deposit, retail437,676
 448,700
 
 448,700
 
Certificates of deposit, retail418,646 428,871 428,871 
Certificates of deposit, brokered25,457
 25,546
 
 25,546
 
Certificates of deposit, brokered10,000 10,006 10,006 
Advances from the FHLB160,000
 163,306
 
 163,306
 
Advances from the FHLB120,000 120,002 120,002 
Accrued interest payable236
 236
 
 236
 
Accrued interest payable197 197 197 
Derivative fair value liability3,287
 3,287
 
 3,287
 
Derivative fair value liability3,839 3,839 3,839 
26
29



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


December 31, 2019
 EstimatedFair Value Measurements Using:
 Carrying ValueFair ValueLevel 1Level 2Level 3
 (In thousands)
Financial Assets:    
Cash on hand and in banks$10,094 $10,094 $10,094 $$
Interest-earning deposits with banks12,896 12,896 12,896 
Investments available-for-sale136,601 136,601 136,601 
Loans receivable, net1,108,462 1,096,499 1,096,499 
FHLB stock7,009 7,009 7,009 
Accrued interest receivable4,138 4,138 4,138 
Derivative fair value asset426 426 426 
Financial Liabilities:    
Deposits513,959 513,959 513,959 
Certificates of deposit, retail425,103 430,418 430,418 
Certificates of deposit, brokered94,472 94,556 94,556 
Advances from the FHLB137,700 137,706 137,706 
Accrued interest payable285 285 285 
 December 31, 2019
   Estimated Fair Value Measurements Using:
 Carrying Value Fair Value Level 1 Level 2 Level 3
 (In thousands)
Financial Assets:         
Cash on hand and in banks$10,094
 $10,094
 $10,094
 $
 $
Interest-earning deposits with banks12,896
 12,896
 12,896
 
 
Investments available-for-sale136,601
 136,601
 
 136,601
 
Loans receivable, net1,108,462
 1,096,499
 
 
 1,096,499
FHLB stock7,009
 7,009
 
 7,009
 
Accrued interest receivable4,138
 4,138
 
 4,138
 
Derivative fair value asset426
 426
 
 426
 
          
Financial Liabilities: 
  
  
  
  
Deposits513,959
 513,959
 513,959
 
 
Certificates of deposit, retail425,103
 430,418
 
 430,418
 
Certificates of deposit, brokered94,472
 94,556
 
 94,556
 
Advances from the FHLB137,700
 137,706
 
 137,706
 
Accrued interest payable285
 285
 
 285
 


Note 8 - Leases


The Company adopted ASU 2016-02 and ASU 2018-11 using the modified retrospective approach with an effective date of January 1, 2019, and recognized on the consolidated balance sheets a ROU included in prepaid expenses and other assets and lease liabilities included in other liabilities. At March 31,September 30, 2020, the Company had eleven13 operating leases for retail branch locations. The remaining lease terms range from 5six months to 5.35.4 years, with most leases carrying optional extensions of 3-5 years. The Company will include optional lease term extensions in the ROU and lease liabilities when management believes it is reasonably certain that the term extension will be exercised, and will be determined based on indicators that the Company would have an economic incentive to extend the lease. The Company has elected to not apply ASU 2016-02 to short term leases, which are those that have a term of one year or less. To calculate the present value of lease payments not yet paid, the Company uses the incremental borrowing rate, which is equal to the FHLB advance rate for the remaining term of the lease that was in place at January 1, 2019, or for leases added after that date, at the time of lease inception.


The minimum monthly lease payments are generally based on square footage of the leased premises, with escalating minimum rent over the lease term. At March 31,September 30, 2020, the Company was committed to paying $57,000$67,000 per month in minimum monthly lease payments. The minimum monthly lease payment over the initial lease term, including any free rent period, was used to calculate the ROU and lease liability. The Company’s current leases do not include any non-lease components.


Total lease expense included in the Company’s Consolidated Income Statements for the three and nine months ended March 31,September 30, 2020 was $226,000 and $669,000, respectively, and for the three and nine months ended September 30, 2019 was $225,000$170,000 and $175,000,$514,000, respectively. Lease expense includes the amortized lease expense under ASU 2016-02 combined with variable lease expenses for maintenance or other expenses as defined in the individual lease agreements. At March 31,September 30, 2020, the ROU had a balance of $2.4$3.83 million and the lease liability had a balance of $2.5$3.94 million on the Company’s consolidated balance sheet and is amortizing over a weighted-average remaining term of 6.64.3 years. The weighted-average discount rate used to calculate the present value of future minimum lease payments was 2.84%2.13% at March 31,September 30, 2020.

    


27
30



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The following table provides a reconciliation between the undiscounted minimum lease payments at March 31,September 30, 2020 and the discounted lease liability at that date:
September 30, 2020
(in thousands)
Due through one year$719 
Due after one year through two years686 
Due after two years through three years615 
Due after three years through four years487 
Due after four years through five years394 
Due after five years1,361 
Total minimum lease payments4,262 
Less: present value discount(320)
Lease liability$3,942 
  March 31, 2020
  (in thousands)
Due through one year $617
Due after one year through two years 446
Due after two years through three years 428
Due after three years through four years 324
Due after four years through five years 249
Due after five years 728
Total minimum lease payments 2,792
Less: present value discount (254)
Lease liability $2,538


The Company has secured a lease for a new retail branch located in Gig Harbor, Washington that commenced in August 2020. The branch opened in October 2020. The initial lease term is finalizing63 months and includes three extension options of five years each. The minimum rent due is $5,300 with a 3% annual increase. The Company also has commenced a lease for a new retail branch in Gig Harbor,Issaquah, Washington, which is expected to commence lateropen early in 2020.2021.


Note 9 - Derivatives


The Company uses derivative financial instruments, in particular, interest rate swaps, which qualify as cash flow hedges, to manage the risk of changes in future cash flows due to interest rate fluctuations. At March 31,September 30, 2020, the Company held six interest rate swap agreements with initial terms of four to eight years, and total notional amount of $120.0 million. In addition, at that date, the Company held two forward-starting interest rate swap agreements with terms of seven and eight years and a total notional amount of $25.0 million. Under the current agreements, the Company pays a weighted-average fixed interest rate of 1.22% monthly and in exchange receives variable rate amounts from the interest rate swap counter party based on 1-month or 3-month LIBOR, based on the swap agreement’s stated rate reset date. On the forward-starting agreements, the Company will pay a weighted average fixed rate of 0.80% and in exchange receives variable rate amounts from the interest rate swap counter party based on 3-month LIBOR. Concurrent with each interest rate swap start dates, the Company secured fixed rate FHLB advances, for the notional amount of the swap, that reset at 1-month or 3-month cycles based on the rate reset dates of the interest rate swap agreement. The Company pays or receives the net interest to the counter party amount monthly or quarterly, based on the respective hedge agreement, and includes this amount as part of its interest expense on the Consolidated Income Statement.


Quarterly, the effectiveness evaluation is based upon the fluctuation of the interest the Company pays to the FHLB for the hedge instrumentsfunding utilized in the interest rate swap as compared to the one-month or three-month LIBOR interest received from the counterparty. At March 31,September 30, 2020, the net fair value loss of the cash flow hedges of $3.3$3.8 million was reported with other liabilities. The tax effected amount of $2.6$3.0 million was included in Accumulated Other Comprehensive Income.Loss. There were no0 amounts recorded in the Consolidated Income Statements for the quarters ended March 31,September 30, 2020 or 2019, related to ineffectiveness.


Fair value for these derivative instruments, which generally changes as a result of changes in the level of market interest rates, is estimated based on dealer quotes and secondary market sources.

The following table presents the fair value of these derivative instruments as of March 31, 2020 and December 31, 2019:
 Balance Sheet Location 
Fair Value at
March 31, 2020
 
Fair Value at
December 31, 2019
 (In thousands)
Interest rate swaps on FHLB debt
   designated as a cash flow hedge
(Other liabilities)
Other assets
 $(3,287) $426
      
Total derivatives  $(3,287) $426


    

31
28


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The following table presents the fair value of these derivative instruments as of September 30, 2020 and December 31, 2019:
Balance Sheet LocationFair Value at
September 30, 2020
Fair Value at
December 31, 2019
(In thousands)
Interest rate swaps on FHLB debt
designated as a cash flow hedge
(Other liabilities)
Other assets
$(3,839)$426 

The following table presents the net unrealized gains and losses, net of tax, from these derivative instruments included on the Consolidated Statements of Comprehensive Income at the dates indicated:

Amount Recognized in OCI for the
three months ended
September 30, 2020
Amount Recognized in OCI for the
three months ended
September 30, 2019
Amount Recognized in OCI for the
nine months ended
September 30, 2020
Amount Recognized in OCI for the
nine months ended
September 30, 2019
(In thousands)
Interest rate swaps on FHLB debt designated as a cash flow hedge$271 $(187)$(3,368)$(1,145)


 
Amount Recognized in OCI for the
three months ended
March 31, 2020
 
Amount Recognized in OCI for the
three months ended
March 31, 2019
 (In thousands)
Interest rate swaps on FHLB debt designated as a cash flow hedge$(2,933) $(363)


Note 10 - Stock-Based Compensation


In June 2016, First Financial Northwest’s shareholders approved the First Financial Northwest, Inc. 2016 Equity Incentive Plan (“2016 Plan”). This plan provides for the granting of incentive stock options (“ISO”), non-qualified stock options (“NQSO”), restricted stock and restricted stock units until June 2026. The 2016 Plan established 1,400,000 shares available to grant with a maximum of 400,000 of these shares available to grant as restricted stock awards. Each share issued as a restricted stock award counts as two shares towards the total shares available to award.


Under the 2016 Plan, the vesting date for each option award or restricted stock award is determined by an award committee and specified in the award agreement. In the case of restricted stock awards granted in lieu of cash payments of directors’ fees, the grant date is used as the vesting date unless the award agreement provides otherwise.


As a result of the approval of the 2016 Plan, the First Financial Northwest, Inc. 2008 Equity Incentive Plan (“2008 Plan”) was frozen and no additional awards will be made. At March 31,September 30, 2020, there were no0 unvested shares of restricted stock awards under the 2008 Plan. At this date, there were 8,000 stock options granted under the 2008 Plan that are expected to vest and be available for exercise, and an additional 305,000 stock options from the 2008 Plan were vested and available for exercise at March 31,September 30, 2020, subject to the 2008 Plan provisions. At March 31,September 30, 2020, there were 1,207,6581,172,268 total shares available for grant under the 2016 Plan, including 303,829286,134 shares available to be granted as restricted stock.


For the three months ended March 31,September 30, 2020 and 2019, total compensation expense for both the 2008 and 2016 Plans was $80,000$224,000 and $124,000,$226,000, respectively, and the related income tax benefit was $17,000$47,000 and $26,000,$48,000, respectively.


For the nine months ended September 30, 2020 and 2019, total compensation expense for both the 2008 and 2016 Plans was $367,000 and $457,000, respectively, and the related income tax benefit was $77,000 and $96,000, respectively.


Stock Options


Under the 2008 Plan, stock option awards were granted with an exercise price equal to the market price of First Financial Northwest’s common stock at the grant date. These option awards have a vesting period of five years, with 20% vesting on the anniversary date of each grant date, and a contractual life of ten years. Any unexercised stock options expire ten years after the grant date, or sooner in the event of the award recipient’s death, disability or termination of service with the Company and the Bank.

32


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Under the 2016 Plan, the exercise price and vesting period for stock options are determined by the award committee and specified in the award agreement, however, the exercise price shall not be less than the fair market value of a share as of the grant date. Any unexercised stock option will expire 10 years after the award date or sooner in the event of the award recipient’s death, disability, retirement, or termination of service.


The fair value of each option award is estimated on the grant date using a Black-Scholes model that uses the following assumptions. The dividend yield is based on the current quarterly dividend in effect at the time of the grant. Historical employment data is used to estimate the forfeiture rate. The historical volatility of the Company’s stock price over a specified period of time is used for the expected volatility assumption. First Financial Northwest bases the risk-free interest rate on the U.S. Treasury Constant Maturity Indices in effect on the date of the grant. First Financial Northwest elected to use the “Share-Based Payments” method permitted by the SEC to calculate the expected term. This method uses the vesting term of an option along with the contractual term, setting the expected life at the midpoint.


29


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



Under certain conditions, a cashless exercise of vested stock options may occur by the option holder surrendering the number of options valued at the current stock price at the time of exercise to cover the total cost to exercise. The surrendered options are canceled and are unavailable for reissue.

A summary of the Company’s stock option plan awards and activity for the three and nine months ended March 31,September 30, 2020, follows: 

For the Three Months Ended September 30, 2020
SharesWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term in YearsAggregate Intrinsic ValueWeighted-Average Grant Date Fair Value
Outstanding at July 1, 2020313,000 $10.34 $133,750 $3.69 
Outstanding at September 30, 2020313,000 10.34 3.2387,850 3.69 
Vested and expected to vest assuming a 3% forfeiture rate over the vesting term312,760 10.34 3.2387,850 3.69 
Exercisable at September 30, 2020305,000 10.27 3.1887,850 3.66 
For the Nine Months Ended September 30, 2020
SharesWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term in YearsAggregate Intrinsic ValueWeighted-Average Grant Date Fair Value
Outstanding at January 1, 2020313,000 $10.34 $1,440,310 $3.69 
Outstanding at September 30, 2020313,000 10.34 3.2387,850 3.69 
Vested and expected to vest assuming a 3% forfeiture rate over the vesting term312,760 10.34 3.2387,850 3.69 
Exercisable at September 30, 2020305,000 10.27 3.1887,850 3.66 
 For the Three Months Ended March 31, 2020  
 Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term in Years Aggregate Intrinsic Value Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2019313,000
 $10.34
   1,440,310
 $3.69
Outstanding at March 31, 2020313,000
 10.34
 3.73 166,050
 3.69
Vested and expected to vest assuming a 3% forfeiture rate over the vesting term312,760
 10.34
 3.73 166,050
 3.69
Exercisable at March 31, 2020305,000
 10.27
 3.68 166,050
 3.66


As of March 31,September 30, 2020, there was $23,000$4,800 of total unrecognized compensation cost related to nonvested stock options granted under the 2008 Plan. The cost is expected to be recognized over the remaining eight monthtwo months weighted-average vesting period. There were no0 stock options granted during the threenine months ended March 31,September 30, 2020.



33


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Restricted Stock Awards


The 2016 Plan authorizes the grant of restricted stock awards subject to vesting periods or terms as defined by the award committee and specified in the award agreement. Restricted stock awards granted in lieu of cash payments for directors’ fees are subject to immediate vesting on the grant date unless the award agreement provides otherwise.

A summary of changes in nonvested restricted stock awards for the three and nine months ended March 31,September 30, 2020, follows: 
For the Three Months Ended September 30, 2020
SharesWeighted-Average
Grant Date
Fair Value
Nonvested at July 1, 202016,228 $13.61 
Granted17,695 9.12 
Vested(17,695)9.12
Forfeited— — 
Nonvested at September 30, 202016,228 13.61 
Expected to vest assuming a 3% forfeiture rate over the vesting term15,741 13.61 
For the Nine Months Ended September 30, 2020
SharesWeighted-Average
Grant Date
 Fair Value
Nonvested at January 1, 202016,698 $16.53 
Granted33,923 13.61 
Vested(34,393)16.53 
Forfeited— — 
Nonvested at September 30, 202016,228 13.61 
Expected to vest assuming a 3% forfeiture rate over the vesting term15,741 13.61 
 For the Three Months Ended March 31, 2020
 Shares Weighted-Average
Grant Date
Fair Value
Nonvested at December 31, 201916,698
 $16.53
Granted16,228
 13.61
Vested(16,698) 16.53
Nonvested at March 31, 202016,228
 13.61
Expected to vest assuming a 3% forfeiture rate over the vesting term15,741
 13.61


As of March 31,September 30, 2020, there was $198,000$90,000 of total unrecognized compensation costs related to nonvested shares granted as restricted stock awards. The cost is expected to be recognized over the remaining eleven monthfive months weighted-average vesting period.


Note 11 - Earnings Per Share


Per the provisions of FASB ASC 260, Earnings Per Share, nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and are included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Certain of the Company’s nonvested restricted stock awards qualify as participating securities.



30


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Net income is allocated between the common stock and participating securities pursuant to the two-class method, based on their rights to receive dividends, participate in earnings, or absorb losses. Basic earnings per common shares is computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period, excluding participating nonvested restricted shares.
    
34


FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents a reconciliation of the components used to compute basic and diluted earnings per share for the periods indicated:
 Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
 (Dollars in thousands, except share data)
Net income$2,082 $2,505 $5,910 $7,754 
Less: Earnings allocated to participating securities(3)(4)(9)(12)
Earnings allocated to common shareholders$2,079 $2,501 $5,901 $7,742 
Basic weighted average common shares outstanding9,661,498 9,901,586 9,788,397 9,989,970 
Dilutive stock options10,988 83,423 20,755 95,985 
Dilutive restricted stock grants3,081 6,002 2,450 5,676 
Diluted weighted average common shares outstanding9,675,567 9,991,011 9,811,602 10,091,631 
Basic earnings per share$0.22 $0.25 $0.60 $0.77 
Diluted earnings per share$0.21 $0.25 $0.60 $0.77 
  Three Months Ended March 31,
  2020 2019
  (Dollars in thousands, except share data)
Net income $1,684
 $1,945
Less: Earnings allocated to participating securities (3) (3)
Earnings allocated to common shareholders $1,681
 $1,942
     
Basic weighted average common shares outstanding 9,896,234
 10,118,286
Dilutive stock options 72,120
 89,718
Dilutive restricted stock grants 9,706
 12,896
Diluted weighted average common shares outstanding 9,978,060
 10,220,900
     
Basic earnings per share $0.17
 $0.19
Diluted earnings per share $0.17
 $0.19


Potential dilutive shares are excluded from the computation of earnings per share if their effect is anti-dilutive. For the three months ended March 31,September 30, 2020 and 2019, there were 40,000228,000 and 50,000 options to purchase shares of common stock, respectively, that were omitted from the computation of diluted earnings per share because their effect would be anti-dilutive. For the nine months ended September 30, 2020 and 2019, there were 203,000 and 50,000 options to purchase shares of common stock, respectively, that were omitted from the computation of diluted earnings per share because their effect would be anti-dilutive.


Note 12 - Revenue Recognition


In accordance with Topic 606, revenues are recognized when goods or services are transferred to the customer in exchange for the consideration the Company expects to be entitled to receive. To determine the appropriate recognition of revenue for transactions within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with the customer; (ii) identify the separate performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations in the contract; and (v) recognize revenue when the entity satisfies a performance obligation. A contract may not exist if there are doubts as to collectability of the amounts the Company is entitled to in exchange for the goods or services transferred. If a contract is determined to be within the scope of Topic 606, the Company recognizes revenue as it satisfies a performance obligation. The largest portion of the Company’s revenue is from net interest income which is not within the scope of Topic 606.



31
35



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Disaggregation of Revenue


The following table includes the Company’s noninterest income disaggregated by type of service for the three and nine months ended March 31,September 30, 2020 and 2019:
Three Months EndedNine Months Ended
Three Months EndedSeptember 30, 2020September 30, 2019September 30, 2020September 30, 2019
March 31, 2020 March 31, 2019(In thousands)
(In thousands)
Loss on sale of investments (1)
$
 $(8)
Gain on sale of investments (1)
Gain on sale of investments (1)
$18 $88 $86 $80 
BOLI change in cash surrender value (1)
254
 269
BOLI change in cash surrender value (1)
269 235 778 693 
Wealth management revenue165
 196
Wealth management revenue145 245 493 702 
Deposit related fees68
 69
Deposit related fees76 61 222 218 
Debit card and ATM fees108
 102
Debit card and ATM fees125 118 338 337 
Loan related fees392
 47
Loan related fees376 99 846 265 
Loan interest swap fees
 16
Loan interest swap fees191 19 297 
Other3
 9
Other26 
Total noninterest income$990
 $700
Total noninterest income$1,011 $1,039 $2,789 $2,618 
_______________
(1) Not within scope of Topic 606


For the three and nine months ended March 31,September 30, 2020 and 2019, substantially all of the Company’s revenues under the scope of Topic 606 are for performance obligations satisfied at a specified date.


Revenues recognized within scope of Topic 606


Wealth management revenue: Our wealth management revenue consists of commissions received on the investment portfolio managed by Bank personnel but held by a third party. Commissions are earned on brokerage services and advisory services based on contract terms at the onset of a new customer’s investment agreement or quarterly for ongoing services. Commissions are paid by the third party to the Bank when the performance obligation has been completed by both entities.


Deposit related fees: Fees are earned on our deposit accounts for various products or services performed for our customers. Fees include business account fees, non-sufficient fund fees, stop payment fees, wire services, safe deposit box, and others. These fees are recognized on a daily or monthly basis, depending on the type of service.


Debit card and ATM fees: Fees are earned when a debit card issued by the Bank is used or when other bank’s customers use our ATM services. Revenue is recognized at the time the fees are collected from the customer’s account or remitted by the VISA interchange network.


Loan related fees: Noninterest fee income is earned on our loans for servicing or annual fees on certain loan types.


Loan interest swap fees: For loans participating in an interest rate swap agreement, fees are earned at the onset of the agreement and are not contingent on any future performance or term length of the loan itself. The performance obligation is satisfied by entering into the contract and receipt of the fees from the counterparty.


Other: Fees earned on other services, such as merchant services or occasional non-recurring type services, are recognized at the time of the event or the applicable billing cycle.


Contract Balances


At March 31,September 30, 2020, and December 31, 2019, the Company had no0 contract liabilities where the Company had an obligation to transfer goods or services for which the Company had already received consideration. In addition, the Company had no0 material performance obligations as of this date.     



32
36



FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES

SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 13 - Subsequent Events

On November 3, 2020, the Company repurchased 124,179 shares of common stock at $10.15 per share, under the current stock repurchase plan that expires on December 30, 2020. This block purchase brought the total shares repurchased under this plan to 279,228 at an average price of $9.81 per share.

On October 21, 2020, the Company received notification that the lead bank on one of its participation loans, with a balance of $6.4 million at September 30, 2020, is likely to be downgraded by the lead bank. This interest-only loan was current on its payments at September 30, 2020. The impact to the Bank from this downgrade is anticipated to result in an additional $200,000 loan loss provision for the quarter and year ending December 31, 2020.

37



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


Forward-Looking Statements
Certain matters discussed in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. Forward-looking statements are not statements of historical fact, are based on certain assumptions and are generally identified by use of the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about, among other things, expectations of the business environment in which we operate, projections of future performance or financial items, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based upon current management expectations and may, therefore, involve risks and uncertainties. Our actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to: the effect of the COVID-19 pandemic, including on our credit quality and business operations, as well as its impact on general economic and financial market conditions and other uncertainties resulting from the COVID-19 pandemic, such as the extent and duration of the impact on public health, the U.S. and global economies, and consumer and corporate customers, including economic activity, employment levels and market liquidity; the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs, that may be affected by deterioration in the housing and commercial real estate markets, and may lead to increased losses and nonperforming assets in our loan portfolio, and may result in our allowance for loan losses not being adequate to cover actual losses, and require us to materially increase our reserves; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources;uncertainty regarding the future of LIBOR, and the potential transition away from LIBOR toward new interest rate benchmarks; fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas; results of examinations of us by the Federal Reserve Bank of San Francisco (“FRB”) and our bank subsidiary by the Federal Deposit Insurance Corporation (“FDIC”), the Washington State Department of Financial Institutions, Division of Banks (“DFI”) or other regulatory authorities, including the possibility that any such regulatory authority may initiate an enforcement action against the Company or the Bank which could require us to increase our reserve for loan losses, write-down assets, change our regulatory capital position, affect our ability to borrow funds or maintain or increase deposits, or impose additional requirements or restrictions on us, any of which could adversely affect our liquidity and earnings; our ability to pay dividends on our common stock; our ability to attract and retain deposits; increases in premiums for deposit insurance; our ability to control operating costs and expenses; the use of estimates in determining the fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risk associated with the loans on our balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges; disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to implement a branch expansion strategy; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we have acquired or may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; our ability to manage loan delinquency rates; costs and effects of litigation, including settlements and judgments; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; legislative or regulatory changes that adversely affect our business including changes in regulatory policies and principles, including the interpretation of regulatory capital or other rules, including as a result of Basel III; the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and the implementing regulations; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; the economic impact of war or any terrorist activities; other economic, competitive, governmental, regulatory, and technological factors affecting our operations; pricing, products and services, including the potential effects of the COVID-19 pandemic, and other risks detailed in our filings with the U.S. Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2019 (“2019 Form 10-K”). Any of the forward-looking statements that we make in this Form 10-Q and in the other public reports and statements we make may turn out to be wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Because of these and other uncertainties, our actual future results may be materially different from those expressed in any forward-looking statements made

33



by or on our behalf.
38



Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. We undertake no responsibility to update or revise any forward-looking statements.


As used throughout this report, the terms “Company”, “we”, “our”, or “us” refer to First Financial Northwest, Inc. and its consolidated subsidiaries, including First Financial Northwest Bank and First Financial Diversified Corporation.


Overview


First Financial Northwest Bank (“the Bank”) is a wholly-owned subsidiary of First Financial Northwest, Inc. (“the Company”) and, as such, comprises substantially all of the activity for the Company. First Financial Northwest Bank was a community-based savings bank until February 4, 2016, when the Bank converted to a Washington chartered commercial bank reflecting the commercial banking services it now provides to its customers. The Bank primarily serves King, Pierce, Snohomish, and Kitsap counties, Washington, through its full-service banking office and headquarters in Renton, Washington, as well as six retail branches in King County, Washington, five retail branches in Snohomish County, Washington, and one retail branch in Pierce County, Washington. TheIn October 2020, the Bank opened a new branch in Gig Harbor, Washington, located in Pierce County. In addition, the Bank has received FDIC approval to open a new branch in Gig Harbor, Washington. This additional PierceIssaquah, Washington, located in King County, locationwhich is expected to open in the second half of 2020.early 2021.


The Bank’s business consists predominantly of attracting deposits from the general public, combined with borrowing from the Federal Home Loan Bank of Des Moines (“FHLB”)FHLB and raising funds in the wholesale market (including brokered deposits), then utilizing these funds to originate one-to-four family residential, multifamily, commercial real estate, construction/land, business, and consumer loans. We anticipate that construction/land lending will continue to be a strong element of our total loan portfolio in future periods. We will continue to take a disciplined approach in our construction/land lending by concentrating our efforts on residential loans to builders known to us, including multifamily loans to developers with proven success in this type of construction. These loans typically mature in six to eighteen months and funding is usually not fully disbursed at origination, therefore the impact to net loans receivable is generally minimal in the short term. We have also geographically expanded our loan portfolio through loan purchases or loan participations of commercial and multifamily real estate loans and consumer loans that are outside of our primary market area. Through our efforts to geographicallygeographically diversify our loan portfolio with direct loan originations, loan participations, or loan purchases, our portfolio includes loans in 41 other states, including concentrations in California, Utah, Oregon and Georgia of $44.1$37.3 million, $16.2 million, $11.7$11.6 million and $8.2$8.5 million, respectively.


The Bank’s strategic initiatives seek to diversify our loan portfolio and broaden growth opportunities with our current risk tolerance levels and asset/liability objectives. The Bank has created a small business loan (“SBA”)an SBA department, with the goal of achieving SBA preferred lender status in 2020,2021, which would provide the Bank with delegated loan approval as well as closing and most servicing and liquidation authority, enabling the Bank to make loan decisions more rapidly. In addition, the Bank plans to increase originations of the business loan portfolio, which may include business lines of credit, business term loans, equipmentfinancing, and a focus on industry specific loans, such as green energy financing. In conjunction with the growth of business loans, the Bank seeks to service these customers with their business deposits as well.


Our primary source of revenue is interest income, which is the income that we earn on our loans and investments. Interest expense is the interest that we pay on our deposits and borrowings. Net interest income is the difference between interest income and interest expense. Changes in levels of interest rates affect interest income and interest expense differently and, thus, impacts our net interest income. First Financial Northwest Bank is generally liability-sensitive, meaning our interest-bearing liabilities reprice at a faster rate than our interest-earning assets. Because the length of the COVID-19 pandemic and the efficacy of the extraordinary measures being put in place to address its economic consequences are unknown, including the 150 basis point reduction in the targeted federal funds rate during the quarter ended March 31, 2020, until the pandemic subsides, the Company expects its net interest income and net interest margin will be adversely affected in the near term, if not longer.


An offset to net interest income is the provision for loan losses which is required to establish the allowance for loan and lease losses (“ALLL”)ALLL at a level that adequately provides for probable losses inherent in our loan portfolio. As our loan portfolio increases, or due to an increase for probable losses inherent in our loan portfolio, our ALLL may increase, resulting in a decrease to net interest income. Improvements in loan risk ratings, increases in property values, or receipt of recoveries of amounts previously charged off may partially or fully offset any increase to ALLL due to loan growth or an increase in probable loan losses.


Noninterest income is generated from various loan or deposit fees, increases in the cash surrender value of bank owned life insurance (“BOLI”),BOLI, and revenue earned on our wealth management brokerage services. This income is increased or partially offset by any net gain or loss on sales of investment securities.



39



Our noninterest expenses consist primarily of salaries and employee benefits, professional fees, regulatory assessments, occupancy and equipment, and other general and administrative expenses. Salaries and employee benefits consist primarily of the salaries and wages paid to our employees, payroll taxes, expenses for retirement, and other employee benefits. Professional fees include legal services, auditing and accounting services, computer support services, and other professional services in support of strategic plans. Occupancy and equipment expenses, which are the fixed and variable costs of buildings and equipment, consist

34



primarily of real estate taxes, depreciation expenses, maintenance, and costs of utilities. Also included in noninterest expense is the change to the Company’s unfunded commitment reserve which is reflected in general and administrative expenses. This unfunded commitment reserve expense can vary significantly each quarter, based on the amount believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities, and reflects changes in the amounts that the Company has committed to fund but has not yet disbursed.


COVID-19 Related Information


In response to the COVID-19 pandemic, the Bank is committed to providing assistance to its customers. Under the Coronavirus Aid, Relief, and Economic SecurityCARES Act, of 2020 (“CARES Act”) and regulatory guidance, the Bank is providing certain short-term loan modifications. In addition, the Bank is participating in the Paycheck Protection Program (“PPP”) as a lender. The deadline for PPP loan applications was August 8, 2020. As of AprilSeptember 30, 2020, the Bank had obtainedfunded 462 applications totaling $52.0 million of loans in its market areas through the PPP. Some of the PPP loans were for our existing customers, however we also provided PPP loans to those in our community who have not had a banking relationship with us in the past. We are processing applications for PPP loan forgiveness and will continue working with our customers to assist them with accessing other borrowing options, including SBA Loan Authorizationsand other government sponsored lending programs, as appropriate. The SBA has released a simplified forgiveness process for $48.9 million PPP loans.loans of $50,000 or less. At September 30, 2020 the Bank held 253 PPP loans of $50,000 or less with a combined balance of $6.4 million.


The CARES Act and related bank regulatory guidance provided that the short-term modificationmodifications of loans as a result of the COVID-19 pandemic, made on a good faith basis to borrowers who were current as defined under the CARES Act prior to any relief, are not TDRs. This includes short-term modifications (e.g. generally up to 6 months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers are considered currentTo qualify as an eligible loan under the CARES Act, if they are lessa loan modification must be (1) related to the COVID-19 pandemic; (2) executed on a loan that was not more than 30 days past due on their contractual payments atas of December 31, 2019; and (3) executed between March 1, 2020, and the time a modification program is implemented.earlier of (A) 60 days after the date of termination of the National Emergency by the President or (B) December 31, 2020. The primary method of relief granted by the Company at this time is to allow the borrower to defer their loan payments for three to six months. Certain borrowers will beare allowed to pay interest only or have payment deferrals for periods longer than six months after a review ofdepending upon their specific circumstances. Deferred principal and interest amounts are added as a balloon payment due at the original maturity date or payoff of the loan.

As of AprilSeptember 30, 2020, the Bank had received 168approved 144 requests for loan modifications by borrowers adversely impacted bytotaling $132.3 million under the COVID-19 pandemic. CARES Act of which 113 loans totaling $66.8 million had either returned to making regularly scheduled payments or were still in their first payment cycle since their modification expired. As of September 30, 2020, 31 loans totaling $65.5 million were under payment relief consisting of deferral of regularly scheduled principal and interest payments, including seven loans totaling $8.8 million that have entered into additional loan payment deferral periods.

The following table shows the termcurrent balance of loans in a COVID-19 pandemic relief modifications granted to our borrowers, and the loan balance as of the modification date,period in accordance with the CARES Act and regulatory guidance:Act:



35
40





As of April 30, 2020As of September 30, 2020
Balance of loans with modifications up to
3 months
 
Balance of loans with modifications more than
 3 months
 Total balance of loans with modifications granted 
Total loans as of
March 31, 2020
 Modifications as % of total loans as of March 31, 2020Balance of loans with modification
1 - 3 months
Balance of loans with modification
4 - 6 months
Balance of loans with modification more than 6 monthsTotal balance of loans with modification grantedTotal loansLoans with modification as % of total loans in each category
(Dollars in thousands)(Dollars in thousands)
One-to-four family residential$17,141
 $6,772
 $23,913
 $371,253
 6.4%One-to-four family residential$283 $1,765 $— 2,048 $391,871 0.5 %
Multifamily1,726
 2,877
 4,603
 169,468
 2.7
Multifamily— 2,349 — 2,349 142,619 1.6 
Commercial real estate:         Commercial real estate:— 
Office2,408
 
 2,408
 95,911
 2.5
Office— — — — 81,566 — 
Retail14,405
 4,128
 18,533
 122,460
 15.1
Retail— 4,678 3,989 8,667 121,338 7.1 
Mobile home park
 
 
 25,370
 
Mobile home park— — — — 25,510 — 
Hotel/motel996
 5,566
 6,562
 52,515
 12.5
Hotel/motel— 4,987 30,130 35,117 69,157 50.8 
Nursing home5,400
 6,368
 11,768
 11,783
 99.9
Nursing home— 6,368 — 6,368 12,868 49.5 
Warehouse
 5,635
 5,635
 17,489
 32.2
Warehouse— 8,763 81 8,844 17,512 50.5 
Storage
 
 
 34,551
 
Storage— — — — 36,093 — 
Other non-residential828
 
 828
 25,831
 3.2
Other non-residential— — — — 25,724 — 
Total Commercial real estate24,037
 21,697
 45,734
 385,910
 12.1
Total Commercial real estate— 24,796 34,200 58,996 389,768 15.1 
Construction/land1,100
 
 1,100
 107,401
 1.0
Construction/land— — — — 99,598 — 
Business         Business— 
Aircraft1,074
 
 1,074
 13,741
 7.8
Aircraft— — — — 11,735 — 
SBA
 
 
 753
 
SBA— — — — 819 — 
PPPPPP— — — — 52,045 — 
Other business2,065
 657
 2,722
 20,208
 13.5
Other business— — 1,899 1,899 21,181 9.0 
Total other business3,139
 657
 3,796
 34,702
 10.9
Total businessTotal business— — 1,899 1,899 85,780 2.2 
Consumer:         Consumer:— 
Classic/collectible auto1,202
 
 1,202
 22,029
 5.5
Classic/collectible auto86 105 — 191 27,784 0.7 
Other consumer760
 
 760
 15,196
 5.0
Other consumer— — — — 13,061 — 
Total consumer1,962
 
 1,962
 37,225
 5.3
Total consumer86 105 — 191 40,845 0.5 
Total loans with pandemic modifications49,105
 32,003
 81,108
 1,105,959
 7.3
Total loans with COVID-19 pandemic modificationsTotal loans with COVID-19 pandemic modifications$369 $29,015 $36,099 65,483 $1,150,481 5.7 %


At March 31, 2020,    Prior to their modifications, the loans included in the above table were current on their loan payments. The Bank is monitoring its loan portfolio for delinquencies of loans that have not requested modifications under the CARES Act. As of April 30, 2020, there were 18 loans totaling $9.4 million that had not requested a deferral and were 10 or more days past due, including the $2.1 million multifamily loan currently in foreclosure.


Critical Accounting Policies


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 our financial results. These policies are critical because they require management to make difficult, 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 by using different assumptions. These policies govern the ALLL, the valuation of OREO, and the calculation of deferred taxes, the right-of-use asset and lease liability on our operating leases, fair values, and other-than-temporary impairments on the market value of investments and derivatives. 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 in the 2019 Form 10-K. There have not been any material changes in the Company’s critical accounting policies and estimates as compared to the disclosure contained in the 2019 Form 10-K.
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36




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


Total assets were $1.33$1.37 billion at March 31,September 30, 2020, a decreasean increase of 0.8%1.8%, from $1.34 billion at December 31, 2019. The following table details the $10.7$23.6 million net change in the composition of our assets at March 31,September 30, 2020 from December 31, 2019.
 Balance at
September 30, 2020
Change from December 31, 2019Percent Change
 (Dollars in thousands)
Cash on hand and in banks                                           $7,440 $(2,654)(26.3)%
Interest-earning deposits with banks                                           18,674 5,778 44.8 
Investments available-for-sale, at fair value126,020 (10,581)(7.7)
Investment held-to-maturity2,406 2,406 n/a
Loans receivable, net                                           1,133,984 25,522 2.3 
FHLB stock, at cost                                6,410 (599)(8.5)
Accrued interest receivable5,676 1,538 37.2 
Deferred tax assets, net1,879 378 25.2 
OREO454 — — 
Premises and equipment, net22,409 (57)(0.3)
BOLI32,830 848 2.7 
Prepaid expenses and other assets1,704 (512)(23.1)
ROU3,834 1,625 73.6 
Goodwill889 — — 
Core deposit intangible860 (108)(11.2)
Total assets                                $1,365,469 $23,584 1.8 %
 Balance at
March 31, 2020
 Change from December 31, 2019 Percent Change
 (Dollars in thousands)
Cash on hand and in banks                                           $6,453
 $(3,641) (36.1)%
Interest-earning deposits with banks                                           22,063
 9,167
 71.1
Investments available-for-sale, at fair value132,159
 (4,442) (3.3)
Investment held-to-maturity2,371
 2,371
 n/a
Loans receivable, net                                           1,092,128
 (16,334) (1.5)
FHLB stock, at cost                                8,010
 1,001
 14.3
Accrued interest receivable4,302
 164
 4.0
Deferred tax assets, net2,227
 726
 48.4
OREO454
 
 
Premises and equipment, net22,591
 125
 0.6
BOLI32,290
 308
 1.0
Prepaid expenses and other assets1,898
 (318) (14.4)
ROU2,446
 237
 10.7
Goodwill889
 
 
Core deposit intangible932
 (36) (3.7)
Total assets                                $1,331,213
 $(10,672) (0.8)%


Interest-earning deposits with banks. Our interest-earning deposits with banks, consisting primarily of funds held at the Federal Reserve Bank of San Francisco (“FRB”), increased by $9.2$5.8 million during the threenine months ended March 31,September 30, 2020. TheseDeposit growth of $36.1 million outpaced the growth in loans receivable providing excess funds fluctuate based on ourinvested in these deposits and funding needs.for the payoff of certain borrowings.


Investments available-for-sale. Our investments available-for-sale portfolio decreased by $4.4$10.6 million during the threenine months ended March 31,September 30, 2020. DuringAs part of a strategy to diversify the Bank’s holdings of subordinated debt obligations from financial institutions, during this period we had no sales or maturitiesthe Bank sold $5.0 million of securities.subordinated debt obligations issued by two institutions, and purchased a total of $4.5 million of subordinated debt obligations issued by three different financial institutions. Following this restructure, the Bank’s maximum subordinated debt investment in a single financial institution was $2.0 million. In addition, the Bank sold one $3.0 million mortgage backed security and two corporate securities issued by large financial institutions totaling $3.5 million. These transactions resulted in a net gain on sale of $86,000. At March 31,September 30, 2020, corporate bonds issued by financial institutions represented $25.1$21.5 million, or 19.0%17.1% of our investments available-for-sale and municipal bonds represented $11.0$14.8 million, or 8.3%11.8% of our investments available-for-sale.



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The effective duration of the investments available-for-sale at March 31,September 30, 2020, was 2.64%2.63% as compared to 2.54% at December 31, 2019. Effective duration measures the anticipated percentage change in the value of an investment security (or portfolio) in the eventevent of a 100 basis point change in market yields. Since the Bank’s portfolio includes securities with embedded options (including call options on bonds and prepayment options on mortgage-backed securities), management believes that effective duration is an appropriate metric to use as a tool when analyzing the Bank’s investment securities portfolio, as effective duration incorporates assumptions relating to such embedded options, including changes in cash flow assumptions as interest rates change.



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Loans receivable. Total loans receivable remained virtually unchanged, decreasingincreased by $16.3$25.5 million during the threenine months ended March 31,September 30, 2020, to $1.1 billion at March 31,September 30, 2020. The primary factor behind the increase was the origination of $52.0 million in SBA approved PPP loans. Loan originations of $38.7$196.4 million werewere supplemented with $5.3 $17.5 million of loan purchases to help offset loan repayments. purchases. During the threenine months ended March 31,September 30, 2020, one‑to‑fourbusiness loans, which included PPP loans, increased by $48.0 million, one-to-four family residential loans increased by $19.3 million and consumer loans increased by $10.6 million. Partially offsetting these increases, construction/land loans decreased by $1.3$14.1 million, multifamily loans decreased by $30.3 million and commercial real estate loans decreased by $9.2$5.4 million, multifamily loans decreased by $3.4 million, construction/land loans decreased by $6.3 million

At September 30, 2020 and business loans decreased by $3.1 million. Partially offsetting these decreases, consumer loans increased by $7.0 million as purchases of classic and collectible auto loans continued to be strong.

Our loan concentrations remained stable at March 31, 2020 as compared to December 31, 2019. At these dates,2019, the Bank’s construction loans totaled 77.6%68.4% and 81.9% of total capital, respectively, and total non-owner occupied commercial real estate was 437.7%407.1% and 449.7% of total capital, respectively. The Bank has set aggregate concentration guidelines that total commercial real estate, including residential, non‑residential,non-residential, and construction loans, should not exceed 550% of total risk-based capital. Our concentration guideline for construction/land loans is to limit these loans to 100% of total risk-based capital. The concentration of construction/land loans is calculated using the funded balance of these loans and consequently can fluctuate based on the timing of construction draws and loan payoffs. Management reviews estimated construction draws and loan payoffs and adjusts loan originations based on these estimates to achieve compliance with our construction guidelines. Our commercial and multifamily real estate and construction/land loan portfolios are subject to ongoing credit reviews performed by both independent loan review staff, as well as an external third-party review firm to assist with identifying potential adverse trends and risks in the portfolio allowing management to initiate timely corrective action, as necessary. Such reviews also assist with ensuring loan risk grades are accurately assigned and thereby properly accounted for in the ALLL. The review places emphasis on large borrowing relationships, stress testing, compliance with loan covenants, as well as other risk factors warranting enhanced review.


38




The following table presents a breakdown of our multifamily, commercial and construction loans by collateral type at March 31,September 30, 2020 and December 31, 2019. Total construction/land loans are net of $72.0$68.9 million and $89.6 million of LIP at March 31,September 30, 2020 and December 31, 2019, respectively.
September 30, 2020December 31, 2019
(In thousands)
Multifamily residential:
Micro-unit apartments$11,422 $13,809 
Other multifamily131,197 159,106 
Total multifamily residential142,619 172,915 
Non-residential
Office81,566 100,744 
Retail121,338 133,094 
Mobile home park25,510 26,099 
Hotel / motel69,157 42,971 
Nursing home12,868 11,831 
Warehouse17,512 17,595 
Storage36,093 37,190 
Other non-residential25,724 25,628 
Total non-residential389,768 395,152 
Construction/land:
One-to-four family residential45,231 44,491 
Multifamily47,547 40,954 
Commercial5,475 19,550 
Land1,345 8,670 
Total construction/land99,598 113,665 
Total multifamily residential, non-residential and construction/land loans$631,985 $681,732 
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 March 31, 2020 December 31, 2019
 (In thousands)
Multifamily residential:   
Micro-unit apartments$11,230
 $13,809
Other multifamily158,238
 159,106
Total multifamily residential169,468
 172,915
    
Non-residential   
Office95,911
 100,744
Retail122,460
 133,094
Mobile home park25,370
 26,099
Hotel / motel52,515
 42,971
Nursing home11,783
 11,831
Warehouse17,489
 17,595
Storage34,551
 37,190
Other non-residential25,831
 25,628
Total non-residential385,910
 395,152
    
Construction/land:   
One-to-four family residential43,279
 44,491
Multifamily35,201
 40,954
Commercial22,946
 19,550
Land5,975
 8,670
Total construction/land107,401
 113,665
Total multifamily residential, non-residential and construction/land loans$662,779
 $681,732


Included in total construction/land loans at March 31,September 30, 2020, are $32.6$44.8 million of multifamily loans $22.9and $5.5 million of commercial real estate loans and $3.6 million of one-to-four family loans that will roll over to permanent loans at the completion of their construction period in accordance with the terms of the construction/land loan. At December 31, 2019, construction/land loans included $38.6 million of multifamily loans, $18.3 million of commercial real estate loans and $3.5 million of one-to-four family loans that roll over to permanent loans in accordance with the terms of the construction/land loan. In the above table, hotel/motel loans at September 30, 2020, includes $15.5 million for a loan that rolled over to permanent status during the current year. This loan was included as a commercial construction/land loan of $12.5 million at December 31, 2019.


To assist in our strategic initiatives for loan growth and to achieve geographic diversification, the Bank will originate and purchase loans and utilize loan participations with the underlying collateral located within areas of Washington State outside our primary market area or in other states. The Bank’s goal with respect to loan participations is to locate a selling bank that is unable to make an entire loan due to legal or lending concentration limitations. Sellers of these loans are reviewed for management/lending experience, financial condition, asset quality metrics, and regulatory matters. Loans acquired through participation or purchase must meet the Bank’s underwriting standards. During the threenine months ended March 31,September 30, 2020, the Bank purchased $5.3$16.0 million of consumer loans secured by classic/collectible automobiles to borrowers located in Washington and other states.

The majority of our loan portfolio continues to be secured by properties located in our primary market area, however a significant amount is secured by properties in other areas of Washington, in California, and in other states. At March 31,September 30, 2020, total loans secured by collateral located in California represented 4.0%3.2% of our total loans and total loans secured by collateral located outside the states of California and Washington represented 9.8%9.7% of our total loans. The following table details geographic concentrations in our loan portfolio:


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 At March 31, 2020At September 30, 2020
 One-to-Four Family Residential Multifamily Commercial Real Estate Construction/Land Business Consumer TotalOne-to-Four Family ResidentialMultifamilyCommercial Real EstateConstruction/LandBusinessConsumerTotal
 (In thousands)(In thousands)
King County $291,219
 $99,832
 $199,050
 $97,224
 $17,142
 $13,172
 $717,639
King County$304,858 $82,490 $222,611 $87,432 $53,221 $12,434 $763,046 
Pierce County 33,897
 5,052
 26,702
 6,069
 362
 606
 72,688
Pierce County35,840 4,675 25,891 6,409 2,483 125 75,423 
Snohomish County 26,004
 3,539
 34,280
 33
 3,708
 1,436
 69,000
Snohomish County28,898 3,278 12,893 3,508 16,693 1,614 66,884 
Kitsap County 7,571
 5
 299
 2,249
 
 
 10,124
Kitsap County8,293 297 2,249 650 — 11,494 
Other Washington Counties 9,310
 24,330
 47,183
 1,826
 1,236
 437
 84,322
Other Washington Counties10,763 23,507 49,450 — 820 188 84,728 
California 2,664
 20,335
 15,482
 
 972
 4,634
 44,087
California2,637 12,472 15,313 — 937 5,929 37,288 
Outside Washington
and California
(1)
 588
 16,375
 62,914
 
 11,282
 16,940
 108,099
Outside Washington
and California
(1)
582 16,192 63,313 — 10,976 20,555 111,618 
Total loans $371,253
 $169,468
 $385,910
 $107,401
 $34,702
 $37,225
 $1,105,959
Total loans$391,871 $142,619 $389,768 $99,598 $85,780 $40,845 $1,150,481 
_______________
(1) Includes loans in Utah, Oregon, Georgia and GeorgiaFlorida of $16.2 million, $11.7$11.6 million, $8.5 million and $8.2$8.3 million, respectively, and loans in 3736 other states.


Our five largest borrowing relationships, which represent 8.0%7.7% of our net loans, increased by $1.9$1.6 million to $88.8$88.5 million at March 31,September 30, 2020, from $86.9 million at December 31, 2019. The total number of loans represented by this group of borrowers decreased slightly to 14remained steady with 16 loans at March 31,both September 30, 2020, from 16 loans atand December 31, 2019. At March 31,September 30, 2020, all five borrowers were current on their loan payments. We monitor the performance of these borrowing relationships very closely due to their concentration risk in relation to the entire loan portfolio.

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The following table details our five largest lending relationships at March 31,September 30, 2020:

Borrower (1)
 Number
of Loans
 
One-to-Four Family
Residential
(2)
 Multifamily Commercial
Real Estate
 Construction/Land 
Aggregate
Balance of
Loans
Borrower (1)
Number
of Loans
One-to-Four Family
Residential
(2)
MultifamilyCommercial
Real Estate
Aggregate
Balance of
Loans
 (Dollars in thousands)(Dollars in thousands)
Real estate investor 5 $
 $8,399
 $12,957
 $
 $21,356
Real estate investor5$— $8,319 $12,836 $21,155 
Real estate investor 5 430
 
 18,827
 
 19,257
Real estate investor6424 — 18,802 19,226 
Real estate investor 2 
 
 18,622
 
 18,622
Real estate investor2— — 18,454 18,454 
Real estate investor 1 
 
 
 15,650
 15,650
Real estate investor1— — 15,524 15,524 
Real estate investor 1 
 
 13,888
 
 13,888
Real estate investor2— — 14,137 14,137 
Total 14 $430
 $8,399
 $64,294
 $15,650
 $88,773
Total16$424 $8,319 $79,753 $88,496 
________
(1)
The composition of borrowers represented in the table may change between periods.
(2)
The one-to-four family residential loan is an owner occupied property. The commercial real estate loans are for non-owner occupied properties.

(1)     The composition of borrowers represented in the table may change between periods.
(2)    The one-to-four family residential loan is an owner occupied property. The commercial real estate loans are for non-owner occupied properties.

The ALLL increased to $13.5$14.6 million at March 31,September 30, 2020, from $13.2 million at December 31, 2019, and represented 1.22%1.27% and 1.18% of total loans receivable at March 31,September 30, 2020, and December 31, 2019, respectively. The ALLL consists of two components, the general allowance and the specific reserves. The increase in the ALLL general allowance was primarily the result of the downgrade of $26.8 million of commercial real estate loans combined with increases in forecasted credit deterioration for all loan categories in response to the economic disruption caused by the COVID-19 pandemic.pandemic, with higher potential impact allocated to commercial real estate and construction/land portfolios. The increase$52.0 million balance of PPP loans was partially offsetomitted from the ALLL calculation at September 30, 2020 as these loans are fully guaranteed by the $16.3 million declineSBA. Management expects that the great majority of PPP borrowers will seek full or partial forgiveness of their loan obligations from the SBA within a short time frame, which in total loans receivable.turn will reimburse the Bank for the amount forgiven. Impaired loans increased $2.9$1.7 million during the threenine months ended March 31,September 30, 2020, however, the loans are generally well collateralized and did not require additional reserves to be set aside. The specific reserves decreased by $2,000$19,000 as a result of amortization of the

40



additional allowance set aside on loans with modifications.modifications and loan payoffs. For additional information, see “Comparison of Operating Results for the Three Months Ended March 31,September 30, 2020 and 2019 - Provision for Loan Losses” and “Comparison of Operating Results for the Nine Months Ended September 30, 2020 and 2019 - Provision for Loan Losses” discussed below.


We believe that the ALLL at March 31,September 30, 2020, was adequate to absorb the probable and inherent risks of loss in the loan portfolio at that date. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, there can be no assurance that such estimates and assumptions will be proven correct in the future, that the actual amount of future losses will not exceed the amount of past provisions, or that any increased provisions that may be required will not adversely impact our financial condition and results of operations. Future additions to the allowance may become necessary based upon changing economic conditions, the level of problem loans, business conditions, credit concentrations, increased loan balances, or changes in the underlying collateral of the loan portfolio. In addition, the determination of the amount of our ALLL is subject to review by bank regulators as part of the routine examination process, which may result in the establishment of additional loss reserves or the charge-off of specific loans against established loss reserves based upon their judgment of information available to them at the time of their examination. Uncertainties relating to our ALLL are heightened as a result of the risks surrounding the COVID-19 pandemic as described in further detail in Part II, Item 1A.


As we work with our borrowers that face difficult financial circumstances, we explore various options available to minimize our risk of loss. At times, the best option for our customers and the Bank is to modify the loan for a period of time, usually one year or less. Certain loan modifications are accounted for as troubled debt restructured loans (“TDRs”).TDRs. These modifications have included a reduction in interest rate on the loan for a period of time, advancing the maturity date of the loan, or allowing interest-only payments for a specific time frame. These modifications are granted only when there is a reasonable and attainable restructured loan plan that has been agreed to by the borrower and is considered to be in the Bank’s best interest. As discussed above, loans modified in accordance with the CARES Act and related bank regulatory guidance are not considered TDRs.
45



The following table presents a breakdown of our TDRs at the dates indicated, all of which were performing:performing and on accrual status:
September 30, 2020December 31, 2019Nine Month Change
(Dollars in thousands)
Performing TDRs:
One-to-four family residential$2,837 $3,979 $(1,142)
Commercial real estate1,249 1,267 (18)
Total TDRs$4,086 $5,246 $(1,160)
% TDRs classified as performing100.0 %100.0 %
 March 31, 2020 December 31, 2019 Three Month Change
 (Dollars in thousands)
Performing TDRs:     
One-to-four family residential$3,768
 $3,979
 $(211)
Commercial real estate1,257
 1,267
 (10)
Total TDRs$5,025
 $5,246
 $(221)
% TDRs classified as performing100.0% 100.0%  


Our TDRs decreased $221,000$1.2 million at March 31,September 30, 2020, compared to December 31, 2019, as a result of principal repayments and loan payoffs. At March 31, 2020, all TDRs were performing and on accrual status. In addition, at September 30, 2020, there were no committed but undisbursed funds in connection with our TDRs. The largest TDR relationship at March 31,September 30, 2020, totaled $1.3$1.2 million and was secured by a commercial property located in King County.


Loans are considered past due if a scheduled principal or interest payment is due and unpaid for 30 days or more. At both March 31,September 30, 2020, and December 31, 2019, total past due loans were $2.1 million and $2.2 million, respectively, representing 0.20% and 0.19% of total loans receivable respectively.at both dates.
    
    

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Nonperforming assets increased by $2.1$2.0 million during the first threenine months of 2020, primarily as a result of a $2.1 million multifamily loan that was moved to nonaccrual status during this period. The following table presents detailed information on our nonperforming assets at the dates indicated:

September 30, 2020December 31, 2019Nine Month Change
(Dollars in thousands)
Nonaccrual loans:
  One-to-four family residential$— $95 $(95)
  Multifamily2,104 — 2,104 
Total nonaccrual loans2,104 95 2,009 
OREO454 454 — 
Total nonperforming assets (1)
$2,558 $549 $2,009 
Nonperforming assets as a
percent of total assets
0.19 %0.04 %
____________
 March 31, 2020 December 31, 2019 Three Month Change
 (Dollars in thousands)
Nonaccrual loans:     
  One-to-four family residential$91
 $95
 $(4)
  Multifamily2,104
 
 2,104
Total nonaccrual loans2,195
 95
 2,100
      
OREO454
 454
 
Total nonperforming assets (1)
$2,649
 $549
 $2,100
      
Nonperforming assets as a
percent of total assets
0.20% 0.04%  
____________
(1) The difference between nonperforming assets reported above, and the totals reported by other industry sources, is due to their inclusion of all TDRs as nonperforming loans, although 100.0% of our TDRs were performing in accordance with their restructured terms at March 31,September 30, 2020.


Nonaccrual loans are loans that are 90 days or more delinquent or other loans which, in management's opinion, the borrower is unable to meet scheduled payment obligations. The largestOur only nonaccrual loan at March 31,September 30, 2020 was a $2.1 million multifamily loan secured by a non-owner occupied multifamily residence located in King County. Foreclosure proceedings are underway on this loan as it was more than 90 days past due at March 31,September 30, 2020. Also included in nonaccrual loans at March 31, 2020, was a $91,000 owner occupied, single-family residence located in Snohomish County. This loan was current on its loan payments at that date.


We continue to focus our efforts on working with borrowers to bring their loans current or converting nonaccrual loans to OREO and subsequently selling the properties. By taking ownership of these properties, we can generally convert nonearningnon-earning assets into earning assets on a more timely basis than which may otherwise be the case. Our success in this area is reflected by the low ratio of our nonperforming assets as a percent of total assets of 0.20%0.19% at March 31,September 30, 2020, and 0.04% at December 31, 2019, as well as the minimal amount of OREO held at March 31,September 30, 2020.


46



OREO. OREO includes properties acquired by the Bank through foreclosure or acceptance of a deed in lieu of foreclosure. At both March 31,September 30, 2020, and December 31, 2019, OREO was $454,000, and consisted of two undeveloped commercial lots located in Pierce County.


Intangible assets. The balance of goodwill was $889,000 at both March 31,September 30, 2020 and December 31, 2019. Goodwill was calculated as the excess purchase price of the branches acquired in August 2017 (the “Branch Acquisition”) over the fair value of the assets acquired and liabilities assumed.


The core deposit intangible (“CDI”) recorded as part of the Branch Acquisition represents the fair value of the customer relationships on the acquired noninterest-bearing checking,demand, interest-bearing checking,demand, savings, and money market accounts. The CDI balance was $932,000$860,000 at March 31,September 30, 2020 and $968,000 at December 31, 2019. The initial ratio of CDI to the acquired balances of core deposits was 2.23%. This amount amortizes into noninterest expense on an accelerated basis over ten years.


As a result of the economic disruption caused by the COVID-19 pandemic, the Company will performperformed an interim impairment testinganalysis on goodwill and the CDI during the secondthird quarter of 2020. Management has determined that at September 30, 2020, it was premature to determine potential sustained deterioration in the fair value of the Company and did not recognize any impairment on goodwill or the CDI. Additional analysis will be performed as required as more information on the economic impact of the COVID-19 pandemic becomes known.
    

42



Deposits. During the first threenine months of 2020, deposits decreased $33.6increased $36.1 million to $1.00$1.07 billion at March 31,September 30, 2020, compared to $1.03 billion at December 31, 2019. Deposit accounts consisted of the following:
 September 30, 2020Change from December 31, 2019Percent Change
 (Dollars in thousands)
Noninterest-bearing demand$82,376 $29,527 55.9 %
Interest-bearing demand110,856 44,959 68.2 
Statement savings19,292 1,845 10.6 
Money market428,512 50,746 13.4 
Certificates of deposit, retail418,646 (6,457)(1.5)
Certificates of deposit, brokered10,000 (84,472)(89.4)
$1,069,682 $36,148 3.5 
 March 31, 2020 Change from December 31, 2019 Percent Change
 (Dollars in thousands)
Noninterest-bearing$53,519
 $670
 1.3 %
Interest-bearing checking68,803
 2,906
 4.4
Statement savings17,040
 (407) (2.3)
Money market397,489
 19,723
 5.2
Certificates of deposit, retail437,676
 12,573
 3.0
Certificates of deposit, brokered25,457
 (69,015) (73.1)
 $999,984
 $(33,550) (3.2)

    
Our retail deposits increased by $35.5$120.6 million during the threenine months ended March 31,September 30, 2020. Money market accounts increased by $19.7 million and retail certificates of deposit increased by $12.6$50.7 million as the Bank competitively priced these products to increase these funding sources. In addition, continued emphasis onnoninterest-bearing demand and interest-bearing demand accounts increased by $29.5 million and $45.0 million, respectively, due in part to deposits related to PPP loans funded during the second quarter of 2020. Partially offsetting these increases, retail certificates of deposit growth at our branches resulteddecreased $6.5 million as management elected to utilize liquidity gained from lower cost deposits to reduce its balances of higher cost certificates of deposit in a $2.9 million increase in interest-bearing checking accounts. The COVID-19 pandemic has not adversely impacted the Bank’s deposits with balances remaining stable subsequent to March 31, 2020.managed runoff of these funds.


The Bank’s portfolio of brokered certificates of deposits decreased by $69.0$84.5 million to $25.5$10.0 million at March 31,September 30, 2020, from $94.5 million at December 31, 2019. Continued growth in retail deposits with our expanded branch network allowed the Bank to reduce brokered deposits as a source of funds. To assist in management of our interest rate risk, $62.5$84.9 million of maturing brokered certificates of deposit were partially replaced with FHLB borrowings hedged by interest rate swap agreements. In addition, $6.5$14.5 million of callable brokered certificates of deposit, with a weighted average interest rate of 2.86%2.06%, were redeemed early. The Bank’s current portfolioSubsequently, the Bank exercised its call option on the remaining $10.0 million of brokered certificates of deposit will mature in two to seven months.on October 15, 2020.


At March 31,September 30, 2020 and December 31, 2019, we held $37.2$55.7 million and $34.0 million in public funds, respectively, primarily in retail certificates of deposit and money market accounts.



Advances. We use advances from the FHLB as an alternative funding source to manage interest rate risk, and to leverage our balance sheet and to supplement our deposits. Total FHLB advances were $160.0$120.0 million at March 31,September 30, 2020, a $22.3$17.7 million increasedecrease from $137.7 million at December 31, 2019. At March 31,September 30, 2020, the Bank’s advances included $60.0 million of fixed-rate three-month advances that renew quarterly, and $60.0 million of fixed-rate one-month advances
47



that renew monthly, thatall of which are utilized in cash flow hedge agreements, as described below. In addition, at March 31, 2020, we held $40.0 million of purchased FHLB Fed Funds that. The short-term nature of our advances and overnight FHLB advances provides us flexibility to adjust the level of our borrowings as our customer deposit balances change consistent with our asset/liability objectives. At March 31,September 30, 2020, all of our FHLB advances were due to reprice in less than two months. At that date, there were no FHLB Fed Funds short-term borrowings.


Cash Flow Hedge. To assist in our interest rate risk management efforts, the Bank has entered into multiple interest rate swap agreements with qualified institutions. Each interest rate swap agreement qualifies as a cash flow hedge of the variability of future interest payments attributable to the changes in 1- month1-month or 3-month LIBOR rates. The objective of the cash flow hedge is to offset the variability of cash flows due to the rollover of the Bank’s FHLB, or other fixed rate advance,advances, for 1-month or 3-months, respectively, for the term of the agreement. The agreements allow for a substitute index to be used if LIBOR is unavailable.


The following table presents details of the Bank’s interest rate swap agreements as of March 31,September 30, 2020. For each interest rate swap agreement listed, the Bank has secured a fixed-rate FHLB advance for the notional amount that reprices at the same frequency as the corresponding interest-rate swap. The Bank pays a fixed interest rate to the counterparty and in return, receives a floating interest rate based on the index noted in the below table. The original term of these interest rate swap agreements range from four to eight years.

43



 Notional amountStart DateMaturity DateFixed rate paid to counterpartyIndex rate received from counterpartyRepricing Frequency
(Dollars in thousands)
$50,000 10/25/201610/25/20211.340 %3-month LIBORquarterly
15,000 9/27/20199/27/20241.440 1-month LIBORmonthly
10,000 11/19/201911/20/20231.585 3-month LIBORquarterly
15,000 3/2/20203/2/20260.911 1-month LIBORmonthly
15,000 3/2/20203/2/20270.937 1-month LIBORmonthly
15,000 3/2/20203/2/20280.984 1-month LIBORmonthly
15,000 10/25/202110/25/20280.793 3-month LIBORquarterly
10,000 10/25/202110/25/20290.800 3-month LIBORquarterly


Interest rate swap agreements in the above table with start dates in 2021 are forward-starting contracts. The Bank intends to secure two fixed-rate FHLB advances on October 25, 2021 for $15.0 million and $10.0 million, for seven years and eight years, respectively, which will reprice quarterly. These agreements were contracted as a partial replacement offorward-starting contracts are intended to partially replace the $50.0 million notional interest rate swap that will mature on October 25, 2021.


A change in the net fair value of these cash flow hedges is recognized as an other asset or other liability on the balance sheet with the tax-effected portion of the change included in other comprehensive income. At March 31,September 30, 2020, we recognized a $3.3$3.8 million net fair value liability as a result of the decrease in the market value of these interest rate swap agreements.


Stockholders’ Equity. Total stockholders’ equity decreased $3.2$1.5 million during the first threenine months of 2020 to $153.1$154.8 million at March 31,September 30, 2020, from $156.3 million at December 31, 2019. Increases to stockholders’ equity included $1.7 million ofDuring the nine months ended September 30, 2020, net income and $462,000 of stock based compensation. These increases were$5.9 million increased retained earnings. This increase was more than offset by several factors, including a $3.2$1.8 million, net of tax, decrease in other comprehensive income as a result of the decline in the fair market value of our available-for-sale securities and cash flow hedge.hedges. In addition, stockholders’ equity decreased by $1.1$3.9 million from the repurchase of 79,395369,894 shares of common stock and $988,000$2.9 million in cash dividends paid. As part of the strategy to increase shareholder value, the Company’s Board of Directors authorized a stock repurchase plan that began on January 27,July 30, 2020 and expires on July 27,December 30, 2020. The plan authorizes the repurchase of up to 513,000509,000 shares of the Company’s stock. At March 31,September 30, 2020, the Company had repurchased 79,395155,049 shares under this repurchase plan at an average price of $14.06$9.54 per share.



48



The following table shows cash dividends paid per share and the related dividend payout ratio for the periods indicated:
Three Months Ended March 31,Three Months Ended September 30,Nine Months Ended September 30,
2020 20192020201920202019
   
Dividend declared per common share$0.10
 $0.08
Dividend declared per common share$0.10 $0.09 $0.30 $0.26 
Dividend payout ratio (1)
58.8% 42.1%
Dividend payout ratio (1)
45.5 %36.0 %50.0 %33.6 %
______________
(1) Dividends paid per common share divided by basic earnings per common share.

Comparison of Operating Results for the Three Months Ended March 31,September 30, 2020 and 2019


General. Net income for the three months ended March 31,September 30, 2020, was $1.7$2.1 million, or $0.17$0.21 per diluted share as compared to net income of $1.9$2.5 million, or $0.19$0.25 per diluted share for the three months ended March 31,September 30, 2019. The $261,000$423,000 decrease in net income during the three months ended March 31,September 30, 2020, was primarily a combined result of a $188,000 decrease in net interest income and a $559,000 increase in noninterest expense, partially offset by a $100,000 decreasethe change in the provision for loan losses to a $290,000 increase in noninterest income and$700,000 provision for the three months ended September 30, 2020 as compared to a $96,000 decrease in federal income tax expense.$100,000 provision for the three months ended September 30, 2019.


Net Interest Income. Net interest income for the three months ended March 31,September 30, 2020, decreased $188,000increased $436,000 to $9.7$10.1 million from $9.9$9.7 million for the three months ended March 31,September 30, 2019, as a combined result of a decrease in interest income and an increaseexpense outpacing the decrease in interest expense.income.


44




Interest income decreased by $71,000$1.5 million for the three months ended March 31,September 30, 2020, as compared to the same period in 2019, primarily as a result of a $240,000the significant 150 basis point decrease in the targeted federal funds rate in March 2020 in response to the COVID-19 pandemic and the ongoing low interest rate environment putting downward pressure on adjustable rate instruments combined with the impact of the low loan yields of the PPP loan portfolio. Loan interest income on investments available-for-sale. Duringdecreased $1.1 million for the three months ended March 31,September 30, 2020 as compared to the same period in 2019, our average balance of these investments decreased by $4.7 million and their average yield declinedprimarily due to 2.72% from 3.35%. Partially offsetting these declines, interest income from net loans receivable increased by $193,000 for the comparative periods as a result of a $64.1 million increase in their average balance, partially offset by a reductiondecrease in yield to 4.94%4.49% for the three months ended March 31,September 30, 2020 from 5.22% for the comparative period in 2019 primarily due to decreases in short-term market rates.

Also contributing to the decrease in interest income, the yield on interest-earning deposits decreased to 1.18%5.14% for the three months ended March 31, 2020, from 2.50% forSeptember 30, 2019. Partially offsetting the three months ended March 31, 2019, outweighing a $4.1 million increasedecrease in yield, the average balance of these funds, resulting in a $9,000 decrease in interest income. The average balance of FHLB advances decreased by $1.3 million, resulting in a $15,000 decrease in FHLB stock dividends received for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019.

Interest expenseloans receivable increased $117,000 to $4.8$64.5 million for the three months ended March 31,September 30, 2020 as compared to the same period in 2019. TheHowever, a large portion of this increase was primarily the result of $52.0 million PPP loans originated during the six months ended September 30, 2020. As certain criteria are met, prepayments of these loans or amounts forgiven by the SBA may increase the loan yield in periods of payoff with recognition of unamortized fees and costs. The impact to our loan yields is expected to cease completely after the payoff or maturity of these loans.

Interest income from investments available-for-sale decreased $315,000, primarily due to a $55.6decrease in yield to 2.32% for the three months ended September 30, 2020 from 3.02% for the three months ended September 30, 2019. In addition, the average balance of these investments decreased $11.1 million for the three months ended September 30, 2020, as compared to the same period in 2019.

Interest income from interest-earning deposits decreased $150,000 for the three months ended September 30, 2020, as a result of a decrease in yield to 0.10% from 2.24% for the three months ended September 30, 2019, outweighing a $4.7 million increase in the average balance of these funds with growth of $119.6 millionfunds.

The decrease in the average balance of retail deposits, partiallyinterest income was more than offset by decreases of $30.8a $2.0 million decrease in brokered deposits and $33.2 million other borrowings. The total cost of interest-bearing deposits increased by five basis pointsinterest expense for the three months ended March 31,September 30, 2020 as compared to the same period in 2019, with money market and retail certificates of deposit rate increases of 12 and 16three months ended September 30, 2019. Interest expense on interest-bearing deposits decreased 73 basis points respectively,for the comparative periods, as we competeda combined result of the declining interest rate environment and an increase in lower-cost demand deposits. Growth in our branch network allowed us to grow these corerepay almost all of our higher cost brokered deposits. Partially offsetting these increases, the cost ofInterest expense for brokered certificates of deposit decreased by 26$1.0 million, primarily as a result of a $162.5 million decrease in the average balance of these deposits for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019. Our cost of funds was also impacted favorably by a 98 basis pointspoint decrease in the cost of money market accounts, partially offset by a $103.7 million increase in the average balance of these deposits. If market interest rates stay at or near current levels, management expects continued reduction in its cost of deposits as certain higher cost maturing certificates were alloweddecreases in the average rate paid on interest-bearing deposits tend to run off, and $6.5lag changes in market interest rate. Approximately $260.4 million of brokered certificates of deposits withdeposit are scheduled to mature in the twelve months following September 30, 2020, at a weighted-averageweighted average interest rate of 2.86% were called.1.88%.

49
Partially offsetting



Further contributing to the increasedecrease in deposit interest expense, our cost of other borrowings decreased by $427,000$129,000 for the three months ended March 31,September 30, 2020, as compared to the same period in 2019. Through a combination of lower interest rates on FHLB Fed Funds andshort-term borrowings, as well as FHLB advances tied to interest rate swap agreements, the Bank’s cost of these fundsborrowings decreased to 1.48%1.28% for the three months ended March 31,September 30, 2020, from 2.26%2.02% for the three months ended March 31,September 30, 2019.


The Company’s net interest margin decreased by 26 basis points, primarily due to decreases in our yield on interest earning assets outpacingwas unchanged at 3.07% for the decline on our cost of interest‑bearing liabilities as a result of the lag in the market’s response to lowering deposit pricing when the targeted federal funds rate decreased in the second half of 2019three months ended September 30, 2020, and the first quarter of 2020.September 30, 2019. For more information on this, see “How We Measure the Risk of Interest Rate Changes” in Item 3 of this report.



45




The following table details the change in net interest income due to changes in yield or cost, or changes in the average balance of the related asset or liability:
Three Months Ended September 30, 2020
Compared to September 30, 2019
Net Change in Interest
RateVolumeTotal
(In thousands)
Interest-earning assets:
Loans receivable, net$(1,885)$835 $(1,050)
Investments available-for-sale(230)(85)(315)
Investments held-to-maturity— 
Interest-earning deposits with banks(177)27 (150)
FHLB stock(31)16 (15)
Total net change in income on interest-earning assets(2,317)793 (1,524)
Interest-bearing liabilities:
Interest-bearing demand15 30 45 
Statement savings(3)(1)(4)
Money market(1,050)424 (626)
Certificates of deposit, retail(283)85 (198)
Certificates of deposit, brokered(8)(1,040)(1,048)
Borrowings(235)106 (129)
Total net change in expense on interest-bearing liabilities(1,564)(396)(1,960)
Total net change in net interest income$(753)$1,189 $436 
 Three Months Ended March 31, 2020
Compared to March 31, 2019
Net Change in Interest
 Rate Volume Total
 (In thousands)
Interest-earning assets:     
Loans receivable, net$(632) $825
 $193
Investments available-for-sale(201) (39) (240)
Interest-earning deposits with banks(34) 25
 (9)
FHLB stock
 (15) (15)
Total net change in income on interest-earning assets(867) 796
 (71)
      
Interest-bearing liabilities:     
Interest-bearing demand29
 9
 38
Statement savings(1) (2) (3)
Money market119
 234
 353
Certificates of deposit, retail184
 196
 380
Certificates of deposit, brokered(43) (181) (224)
Other borrowings(242) (185) (427)
Total net change in expense on interest-bearing liabilities46
 71
 117
Total net change in net interest income$(913) $725
 $(188)


    

50



The following table compares detailed average balances, related interest income or interest expense, associated yields and rates, and the resulting net interest margin for the three months ended March 31,September 30, 2020 and 2019. Nonaccrual loans are included in the average balance of net loans receivable and are considered to carry a zero yield.

46
 Three Months Ended September 30,
20202019
 Average
Balance
Interest Earned / PaidYield /
Cost
Average
Balance
Interest Earned / PaidYield /
Cost
 (Dollars in thousands)
Assets
Loans receivable, net                                           $1,137,742 $12,847 4.49 %$1,073,283 $13,897 5.14 %
Investments available-for-sale128,885 751 2.32 140,031 1,066 3.02 
Investments held-to-maturity2,399 0.99 — — — 
Interest-earning deposits with banks                                          32,701 0.10 27,992 158 2.24 
FHLB stock                      6,592 82 4.95 5,649 97 6.81 
Total interest-earning assets1,308,319 13,694 4.16 1,246,955 15,218 4.84 
Noninterest earning assets75,417 72,822 
Total average assets$1,383,736 $1,319,777 
Liabilities and Stockholders' Equity
Interest-bearing demand$104,911 $76 0.29 %$53,100 $31 0.23 %
Statement savings19,312 0.06 21,979 0.13 
Money market425,172 688 0.64 321,502 1,314 1.62 
Certificates of deposit, retail436,822 2,343 2.13 422,755 2,541 2.38 
Certificates of deposit, brokered16,301 96 2.34 178,787 1,144 2.54 
Total interest-bearing deposits1,002,518 3,206 1.27 998,123 5,037 2.00 
Borrowings124,543 400 1.28 103,707 529 2.02 
Total interest-bearing liabilities1,127,061 3,606 1.27 1,101,830 5,566 2.00 
Noninterest bearing liabilities101,687 62,890 
Average equity154,988 155,057 
Total average liabilities and equity$1,383,736 $1,319,777 
Net interest income$10,088 $9,652 
Net interest margin3.07 %3.07 %




 Three Months Ended March 31,
 2020 2019
 Average
Balance
 Interest Earned / Paid Yield /
Cost
 Average
Balance
 Interest Earned / Paid Yield /
Cost
 (Dollars in thousands)
Assets           
Loans receivable, net                                           $1,096,091
 $13,474
 4.94% $1,031,994
 $13,281
 5.22%
Investments available-for-sale135,765
 919
 2.72
 140,433
 1,159
 3.35
Interest-earning deposits with banks                                          10,555
 31
 1.18
 6,484
 40
 2.50
FHLB stock                      6,615
 76
 4.62
 7,888
 91
 4.68
Total interest-earning assets                                                      1,249,026
 14,500
 4.67
 1,186,799
 14,571
 4.98
Noninterest earning assets75,819
     72,103
    
Total average assets$1,324,845
     $1,258,902
    
            
Liabilities and Stockholders' Equity           
Interest-bearing demand$63,413
 $56
 0.36% $42,579
 $18
 0.17%
Statement savings17,089
 5
 0.12
 24,146
 8
 0.13
Money market389,886
 1,431
 1.48
 320,411
 1,078
 1.36
Certificates of deposit, retail428,695
 2,500
 2.35
 392,337
 2,120
 2.19
Certificates of deposit, brokered70,979
 374
 2.12
 101,787
 598
 2.38
Total interest-bearing deposits970,062
 4,366
 1.81
 881,260
 3,822
 1.76
Other borrowings127,707
 470
 1.48
 160,950
 897
 2.26
Total interest-bearing liabilities1,097,769
 4,836
 1.77
 1,042,210
 4,719
 1.84
Noninterest bearing liabilities69,584
     63,842
    
Average equity157,492
     152,850
    
Total average liabilities and equity$1,324,845
     $1,258,902
    
Net interest income  $9,664
     $9,852
  
Net interest margin    3.11%     3.37%

Provision for Loan Losses. Management recognizes that loan losses may occur over the life of a loan and that the ALLL must be maintained at a level necessary to absorb specific losses on impaired loans and probable losses inherent in the loan portfolio. Our methodology for analyzing the ALLL consists of two components: general and specific reserves. The general reserve is determined by applying factors to our various groups of loans. Management considers factors such as charge-off history, the prevailing economy, the regulatory environment, competition, geographic and loan type concentrations, policy and underwriting standards, nature and volume of the loan portfolio, managements’ experience level, our loan review and grading systems, the value of underlying collateral and the level of problem loans in assessing the ALLL. The specific reserve component is created when management believes that the collectability of a specific loan has been impaired and a loss is probable or a concession is granted that reduces the value of the loan. The specific reserves are computed using discounted cash flows, current appraisals, listed sales prices, and other available information, less costs to complete, if any, and costs to sell the property. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or if future events differ from current estimates.


51



During the three months ended March 31,September 30, 2020, management evaluated the adequacy of the ALLL and concluded that a $300,000$700,000 provision for loan losses was appropriateappropriate. This provision was primarily attributed to reductions in loan grades during the quarter, including $26.8 million in commercial real estate loans that were downgraded due primarily to forecasted credit losses duein large part to the economic disruption and uncertainty fromongoing COVID-19 pandemic.In the quarter ended September 30, 2020, any relationship that requested a COVID-19 pandemic. The increaserelated second loan payment deferral received additional scrutiny which resulted in the ALLL required due to the COVID-19 pandemic was partially offset by a reduction in the ALLL for a $16.3 million decline in the balancesome of totalthese loans receivable.being downgraded. In comparison, during the three months ended March 31,September 30, 2019, a $400,000$100,000 provision for loan losses was recognized primarily as a result ofdue to growth in net loans receivable. For additional information, see Note 5 - Loans Receivable--ALLL.


47




The following table summarizes selected financial data related to our ALLL and loan portfolio.
At or For the Three Months Ended September 30,
20202019
 (Dollars in thousands)
Total loans receivable, end of period$1,150,481 $1,097,301 
Average loans receivable during period1,137,742 1,073,283 
ALLL balance at beginning of period13,836 13,057 
Provision for loan losses700 100 
Charge-offs:
Total charge-offs— — 
Recoveries:
One-to-four family
Commercial real estate30 — 
Consumer— 
Total recoveries32 
Net recovery32 
ALLL balance at end of period$14,568 $13,161 
ALLL as a percent of total loans1.27 %1.20 %
Ratio of net recoveries to average net loans receivable. annualized0.01 — 
 At or For the Three Months Ended March 31,
 2020 2019
 (Dollars in thousands)
Total loans receivable, end of period$1,105,959
 $1,066,220
Average loans receivable during period1,096,091
 1,031,994
ALLL balance at beginning of period13,218
 13,347
Provision for loan losses300
 400
Charge-offs:   
Total charge-offs
 
Recoveries:   
One-to-four family12
 24
Consumer
 37
Total recoveries12
 61
Net recovery12
 61
ALLL balance at end of period$13,530
 $13,808
ALLL as a percent of total loans1.22% 1.30%
Ratio of net recoveries to average net loans receivable
 0.01


Noninterest Income. Noninterest income increased $290,000remained relatively stable, decreasing $28,000 to $1.0 million for the quarter ended March 31,September 30, 2020, from $700,000 foras compared to the quarter ended March 31,September 30, 2019.

The following table provides a detailed analysis of the changes in the components of noninterest income:
 Three Months Ended September 30, 2020Change from Three Months Ended
September 30, 2019
Percent Change
 (Dollars in thousands)
Net gain on sale of investments$18 $(70)(79.5)%
BOLI change in cash surrender value269 34 14.5 
Wealth management revenue145 (100)(40.8)
Deposit related fees201 22 12.3 
Loan related fees376 86 29.7 
Other           — — 
Total noninterest income$1,011 $(28)(2.7)
 Three Months Ended March 31, 2020 Change from Three Months Ended
March 31, 2019
 Percent Change
 (Dollars in thousands)
Net gain on sale of investments$
 $8
 (100.0)%
BOLI change in cash surrender value254
 (15) (5.6)
Wealth management revenue165
 (31) (15.8)
Deposit related fees176
 5
 2.9
Loan related fees392
 329
 522.2
Other           3
 (6) (66.7)
Total noninterest income                                           $990
 $290
 41.4 %


During the three months ended March 31,September 30, 2020, as compared to the three months ended March 31,September 30, 2019, loan related fees increased by $329,000, primarily as a result of prepayment fees collected on certain loans paid prior to maturity. Partially offsetting this increase, wealth management revenue decreased by $31,000,$100,000, primarily as a result of regular fluctuations in the timing and mix of commissions received on serviced accounts. Also reducing noninterest income,In addition, net gain on sales of investments declined by $70,000 for the change in cash surrender value of our BOLI policies decreasedthree months ended September 30, 2020. Partially offsetting these declines, loan related feesincreased by $15,000,$86,000, primarily as a result of timing differencesa $273,000 increase in recognition of earningsloan prepayment fees collected on certain policies.loans paid prior to maturity, partially offset by a

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reduction of $191,000 in loan interest-rate swap fees received on loans where certain commercial loan customers participate in an interest rate swap with a third party broker institution and the Bank receives a fee that is recognized at the time the swap agreement is commenced.

Noninterest Expense. Noninterest expense increased $559,000$412,000 to $8.3$7.9 million for the three months ended March 31,September 30, 2020, from $7.7$7.5 million for the comparable period in 2019.


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The following table provides a detailed analysis of the changes in the components of noninterest expense:
 Three Months Ended September 30, 2020Change from Three Months Ended
September 30, 2019
Percent Change
 (Dollars in thousands)
Salaries and employee benefits$4,880 $67 1.4 %
Occupancy and equipment987 63 6.8 
Professional fees                                371 (69)(15.7)
Data processing                                731 253 52.9 
OREO related expenses, net— — 
Regulatory assessments134 121 930.8 
Insurance and bond premiums116 21 22.1 
Marketing41 (77)(65.3)
Other general and administrative606 33 5.8 
Total noninterest expense$7,867 $412 5.5 
 Three Months Ended March 31, 2020 Change from Three Months Ended
March 31, 2019
 Percent Change
 (Dollars in thousands)
Salaries and employee benefits$5,212
 $212
 4.2 %
Occupancy and equipment                                           1,071
 205
 23.7
Professional fees                                430
 (66) (13.3)
Data processing                                694
 176
 34.0
OREO related expenses, net1
 (30) (96.8)
Regulatory assessments144
 7
 5.1
Insurance and bond premiums                                           120
 15
 14.3
Marketing64
 (22) (25.6)
Other general and administrative532
 62
 13.2
Total noninterest expense                                           $8,268
 $559
 7.3 %


Continued growth and branch expansion as well as normal annual salary increases, for the Company contributed toand a new online banking platform resulted in an increase in salary and employee benefits of $212,000, occupancy and equipment of $205,000 and$253,000 in data processing services of $176,000,expenses for the three months ended September 30, 2020, as compared to the same period in 2019. Regulatory assessments increased $121,000 to $134,000 as a portion of the Bank’s small bank assessment credit offset the assessment in the quarter ended September 30, 2019, with no such credit available in the quarter ended September 30, 2020. Partially offsetting these increases, marketing expense decreased by $77,000 for the three months ended September 30, 2020, as compared to the same period in 2019, due primarily to cancellations of sponsored events due to COVID-19 restrictions. In addition, professional fees declined by $69,000 in the quarter ended September 30, 2020, with fewer projects in process requiring professional fees as compared to the prior period.    

Federal Income Tax Expense. The federal income tax provision decreased by $181,000 to $450,000 for the three months ended September 30, 2020, as compared to $631,000 for the same period in 2019, primarily due to a $604,000 decrease in income before federal income taxes. The effective tax rate for the three months ended September 30, 2020, and 2019, was 17.8% and 20.1%, respectively.

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

General. Net income for the nine months ended September 30, 2020 was $5.9 million, or $0.60 per diluted share as compared to net income of $7.8 million, or $0.77 per diluted share for the nine months ended September 30, 2019. The decrease during the nine months ended September 30, 2020, as compared to the same period last year was primarily the result of the change in loan loss provision to a $1.3 million provision as compared to a $300,000 recapture of provision and a $1.6 million increase in noninterest expense.

Net Interest Income. Net interest income for the nine months ended September 30, 2020 was $29.8 million, as compared to $29.2 million for the same period in 2019, with decreases in interest income and interest expense of $2.4 million and $3.0 million, respectively.

Interest income decreased by $2.4 million for the nine months ended September 30, 2020, as compared to the same period in 2019, primarily as a result of the significant 150 basis point decrease in the targeted federal funds rate in March 31,2020 in response to the COVID-19 pandemic, and the ongoing historically low interest rate environment putting downward pressure on adjustable rate instruments combined with the impact of the low loan yields of the PPP loan portfolio. Loan interest income decreased $1.3 million for the nine months ended September 30, 2020 as compared to the same period in 2019, primarily due to a decrease in yield to 4.72% for the nine months ended September 30, 2020 from 5.18% for the nine
53



months ended September 30, 2019. Partially offsetting the decrease in yield, the average balance of loans receivable increased $66.4 million for the nine months ended September 30, 2020 as compared to the same period in 2019. However, a large portion of this increase was the result of $52.0 million PPP loans originated during the nine months ended September 30, 2020. Prepayments of these loans or amounts forgiven by the SBA may increase the loan yield in periods of payoff with recognition of unamortized fees and costs. The impact to our loan yields is expected to cease completely after the payoff or maturity of these loans.

Further contributing to the decrease in interest income, investments available-for-sale interest income decreased $868,000, primarily as a result of a decrease in yield to 2.49% for the nine months ended September 30, 2020 from 3.19% for the nine months ended September 30, 2019. In addition, the average balance of these investments decreased $7.1 million for the nine months ended September 30, 2020 as compared to the same period in 2019.

Interest income from interest-earning deposits decreased $201,000 for the nine months ended September 30, 2020, as a result of a decrease in yield to 0.24% from 2.30% for the nine months ended September 30, 2019, which more than offset the impact from a $10.4 million increase in the average balance of these funds.

The decrease in interest income was more than offset by a $2.0 million decrease in interest expense for the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019. The cost of interest-bearing deposits decreased 37 basis points between the periods, as a combined result of the declining interest rate environment and an increase in lower-cost demand deposits. Growth in our branch network allowed us to repay substantially all of our higher cost brokered deposits. Interest expense on these brokered funds decreased by $1.9 million for the nine months ended September 30, 2020, as compared to the same period in 2019, primarily as a result of a $96.7 million decrease in their average balance.

Further contributing to the decrease in interest expense, borrowing interest expense decreased by $1.0 million for the nine months ended September 30, 2020, as compared to the same period in 2019. As a result of the Company continuesdeclining interest rate environment, our cost of borrowings decreased 93 basis points to expand its branches and market presence, we expect these expenses to increase accordingly. Partially offsetting1.28% for the increases during the threenine months ended March 31,September 30, 2020, professional fees and marketing expenses decreased by $66,000 and $22,000, respectively, as these services fluctuate due to the frequency and nature of special projects or events. OREO related expenses declined by $30,000from 2.21% for the threenine months ended March 31, 2020, as the comparative periodSeptember 30, 2019. Growth in 2019 included a $29,000 valuation expenselower cost demand deposits allowed us to recognize an adjustment to the market valuedecrease our use of FHLB advances, thereby reducing our remaining two OREO properties. Regulatory assessments increased to normal levels as the Bank utilized allaverage balance of its remaining regulatory assessment credit in 2019.

Federal Income Tax Expense. The federal income tax provision decreasedborrowings by $96,000 to $402,000$9.8 million for the threenine months ended March 31,September 30, 2020, as compared to $498,000the same period in 2019.

The Company’s net interest margin decreased to 3.10% for the nine months ended September 30, 2020, from 3.22% for the nine months ended September 30, 2019, primarily due to decreases in our yield on interest earning assets outpacing the decrease in cost of interest-bearing liabilities. For more information on this, see “How We Measure the Risk of Interest Rate Changes” in Item 3 of this report.


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The following table details the change in net interest income due to changes in yield or cost, or changes in the average balance of the related asset or liability:
Nine Months Ended September 30, 2020
Compared to September 30, 2019
Net Change in Interest
RateVolumeTotal
(In thousands)
Interest-earning assets:
   Loans receivable, net$(3,855)$2,575 $(1,280)
   Investments available-for-sale(697)(171)(868)
Investments held-to-maturity17 — 17 
   Interest-earning deposits with banks(380)179 (201)
   FHLB stock(37)(13)(50)
Total net change in income on interest-earning assets(4,952)2,570 (2,382)
Interest-bearing liabilities:
   Interest-bearing demand90 55 145 
   Statement savings(6)(5)(11)
   Money market(1,559)1,016 (543)
   Certificates of deposit, retail(164)482 318 
   Certificates of deposit, brokered(79)(1,781)(1,860)
   Borrowings(878)(163)(1,041)
Total net change in expense on interest-bearing liabilities(2,596)(396)(2,992)
Total net change in net interest income$(2,356)$2,966 $610 


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The following table compares detailed average balances, associated yields and rates, and the resulting changes in interest and dividend income or expense for the nine months ended September 30, 2020 and 2019. Nonaccrual loans are included in the average balance of net loans receivable and are considered to carry a zero yield.
 Nine Months Ended September 30,
20202019
 Average BalanceInterest Earned / PaidYield or CostAverage BalanceInterest Earned / PaidYield or Cost
 (Dollars in thousands)
Assets
Loans receivable, net$1,118,987 $39,504 4.72 %$1,052,541 $40,784 5.18 %
Investments available-for-sale132,553 2,466 2.49 139,698 3,334 3.19 
Investments held-to-maturity2,279 17 1.00 — — — 
Interest-earning deposits with banks                                          24,777 45 0.24 14,329 246 2.30 
FHLB stock6,648 240 4.82 6,950 290 5.58 
Total interest-earning assets1,285,244 42,272 4.39 1,213,518 44,654 4.92 
Noninterest earning assets74,863 72,753 
Total average assets$1,360,107 $1,286,271 
Liabilities and Stockholders' Equity
Interest-bearing demand$86,456 $217 0.34 %$48,976 $72 0.20 %
Statement savings18,160 12 0.09 23,153 23 0.13 
Money market406,705 3,015 0.99 316,348 3,558 1.50 
Certificates of deposit, retail435,906 7,333 2.25 407,893 7,015 2.30 
Certificates of deposit, brokered40,219 661 2.20 136,954 2,521 2.46 
Total interest-bearing deposits987,446 11,238 1.52 933,324 13,189 1.89 
Borrowings126,793 1,214 1.28 136,641 2,255 2.21 
Total interest-bearing liabilities1,114,239 12,452 1.49 1,069,965 15,444 1.93 
Noninterest bearing liabilities90,340 62,906 
Average equity155,528 153,400 
Total average liabilities and equity$1,360,107 $1,286,271 
Net interest income$29,820 $29,210 
Net interest margin3.10 %3.22 %

Provision for Loan Losses. During the nine months ended September 30, 2020, management evaluated the adequacy of the ALLL and concluded that a provision for loan losses in the amount of $1.3 million was appropriate for the period. The additional provision was due primarily to COVID-19 related adjustments to economic factors considered in evaluating the ALLL against the probable losses inherent in the loan portfolio, along with reduction in loan grades on a portion of our commercial real estate portfolio, including $26.8 million in loans that were downgraded due in large part to the ongoing COVID-19 pandemic. In addition, any relationship that requested a COVID-19 related second loan payment deferral received additional scrutiny which resulted in some of these loans being downgraded. Higher adjustments were also made for our commercial real estate and construction/land portfolios to reflect the impact from the COVID-19 pandemic. In comparison, for the nine months ended September 30, 2019, a recapture of provision for loan losses of $300,000 was primarily the result of a construction loan with a balance of $11.6 million that was technically in default and classified as impaired, however, the Bank’s impairment analysis concluded there were no anticipated losses from the loan at this time, and therefore, the allowance previously allocated in the ALLL to this loan was recaptured.

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The following table summarizes selected financial data related to our ALLL and loan portfolio. All loan balances and ratios are calculated using loan balances that are net of LIP.
At or For the Nine Months Ended September 30,
20202019
 (Dollars in thousands)
Total loans receivable, end of period$1,150,481 $1,097,301 
Average loans receivable during period1,118,987 1,052,541 
ALLL balance at beginning of period13,218 13,347 
Provision (recapture of provision) for loan losses1,300 (300)
Charge-offs:
Total charge-offs— — 
Recoveries:
One-to-four family20 31 
Multifamily— 45 
Commercial real estate30 — 
Construction/land development— — 
Business
Consumer— 38 
Total recoveries50 114 
Net recovery50 114 
ALLL balance at end of period$14,568 $13,161 
ALLL as a percent of total loans1.27 %1.20 %
Ratio of net recoveries to average net loans receivable, annualized0.01 0.01 

    Noninterest Income. Noninterest income increased by $171,000 to $2.8 million for the nine months ended September 30, 2019, as compared to $2.6 million for the same period in 2019. The following table provides a detailed analysis of the changes in the components of noninterest income:
 Nine Months Ended September 30, 2020Change from
Nine Months Ended September 30, 2019
Percent Change
 (Dollars in thousands)
Net gain on sale of investments$86 $7.5 %
BOLI change in cash surrender value778 85 12.3 
Wealth management revenue493 (209)(29.8)
Deposit related fees560 0.9 
Loan related fees865 303 53.9 
Other(19)(73.1)
Total noninterest income$2,789 $171 6.5 %

Noninterest income from loan related fees increased by $303,000 for the nine months ended September 30, 2020, as compared to the same period in 2019, primarilyas a result of a $581,000 increase in loan prepayment fees on certain commercial loans. This was partially offset by an $278,000 decrease in interest rate swap fees received on loans where certain commercial loan customers participate in an interest rate swap with a third party broker institution and the Bank receives a fee that is recognized as other noninterest income at the time the loan is originated. Wealth management revenue decreased $209,000 for these comparative periods. Although the assets managed by the Bank’s wealth management team have grown, differences in the timing and nature of commissions received on serviced accounts creates fluctuations in revenue and the nine months ended September 30, 2020 has resulted in fewer face-to-face opportunities to meet with customers in this pandemic environment, reducing opportunities for additional income in this area.
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Noninterest Expense. Noninterest expense increased 7.3% to $24.1 million to for the nine months ended September 30, 2020, as compared to $22.4 million for the same period in 2019.

The following table provides a detailed analysis of the changes in the components of noninterest expense:
 Nine Months Ended September 30, 2020Change from
Nine Months Ended
September 30, 2019
Percent Change
 (Dollars in thousands)
Salaries and employee benefits$14,893 $346 2.4 %
Occupancy and equipment3,090 402 15.0 
Professional fees                                1,257 (5)(0.4)
Data processing                                2,112 719 51.6 
OREO-related expenses, net(26)(78.8)
Regulatory assessments405 119 41.6 
Insurance and bond premiums339 51 17.7 
Marketing133 (147)(52.5)
Other general and administrative1,843 173 10.4 
Total noninterest expense$24,079 $1,632 7.3 

The primary contributor to the increase in noninterest expense was our continued branch expansionand the implementation of a new online banking platform in the nine months ended September 30, 2020. Salaries and employee benefits expense increased by $346,000 for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, due to increased staffing in support of the new branches. In addition, occupancy and equipment expenses increased by $402,000 with our growth to thirteen branch locations at September 30, 2020, and staffing for our fourteenth branch office that opened on October 5, 2020. Further, data processing expense increased by $719,000 as a $357,000 decreasecombined result of increased loan and deposit transaction volume, and the implementation of a new online banking platform, as discussed above.

    Partially offsetting these increases, marketing expense decreased $147,000 for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, due primarily to cancellations of sponsored events due to COVID-19 restrictions in pretax net income.2020.


Federal Income Tax Expense. Income before federal income taxes decreased by $2.5 million for the nine months ended September 30, 2020, as compared to the same period in 2019, resulting in a reduction in federal income tax expense of $607,000. In addition, the effective tax rate was reduced to 18.3% for the nine months ended September 30, 2020 as a result of the impact to certain stock compensation from a reduction in the Company’s stock price. In comparison, the effective tax rate for the nine months ended September 30, 2019, was 19.9%.

Liquidity


We are required to have enough cash flow in order to maintain sufficient liquidity to ensure a safe and sound operation. We maintain cash flows above the minimum level believed to be adequate to meet the requirements of normal operations, including potential deposit outflows. On a daily basis, we review and update cash flow projections to ensure that adequate liquidity is maintained.


Our primary sources of funds are customer deposits, cash flow from the loan and investment portfolios, advances from the FHLB, and brokered certificates of deposit. These funds, together with equity, are used to make loans, acquire investment securities and other assets, and fund continuing operations. At March 31,September 30, 2020, retail certificates of deposit of $193.9 million and brokered certificates of deposit of $25.5$260.4 million were scheduled to mature in one year or less. Management’s practice is to maintain deposit rates at levels that are competitive with other local financial institutions. While maturities and the scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by the level of interest rates, economic conditions and competition. We measure our liquidity based on our ability to fund our assets and to meet liability
58



obligations when they come due. Liquidity (and funding) risk occurs when funds cannot be raised at reasonable prices or in a reasonable time frame to meet our normal or unanticipated obligations. We regularly monitor the mix between our assets and our liabilities to manage effectively our liquidity and funding requirements.


The COVID-19 pandemic may impact cash flow due to payment deferrals granted to borrowers who have been negatively impacted by the pandemic. In addition, an increase in loan originations may occur to fundTo support the origination of PPP loans, under the CARES act. To assist inBoard of Governors of the additional funding needs, the FRBFederal Reserve System authorized the Paycheck Protection Program Lending Facility (“PPPLF”) to provide fundingsupply liquidity to eligible lendersparticipating financial institutions through term financing on a non-recourse basis at a rate of 35 basis points, takingwith PPP loans as collateral at face value. The maturity date of this extension of credit will equal the maturity date of the pledged PPP loan. While we currently do not intend to use the PPPLF, as we held a substantial cash and cash equivalent position as a result of PPP disbursed funds remaining unused in borrower deposit accounts and due to organic deposit growth, we do have this and additional lending facilitiesborrowings available to us from the FRB.


49




When deposits are not readily available and/or cost effective to provide the funds for our assets, we use alternative funding sources. These sources include but are not limited to: advances from the FHLB or the FRB, which are collateral dependent, wholesale funding, national certificates of deposit listing services, brokered deposits, federal funds purchased and dealer repurchase agreements, as well as other short-term alternatives. We may also liquidate assets to meet our funding needs. The balance of our investments available-for-sale decreased $4.4$10.6 million to $132.2$126.0 million at March 31,September 30, 2020, from $136.6 million at December 31, 2019, and represents a ready source of cash if needed. The balance of our interest-earning deposits with banks increased by $9.2$5.8 million to $22.1$18.7 million at March 31,September 30, 2020, from $12.9 million at December 31, 2019, as a result of fluctuations in our funding needs for loans receivable andincreased retail deposits. At March 31,September 30, 2020, the Bank maintained credit facilities with the FHLB totaling $603.9$638.2 million, subject to qualifying collateral limits that reduced our pledged collateral capacity to $501.7$521.3 million, with an outstanding balance of $160.0$120.0 million. As further funding sources, we also had the ability to borrow $85.2$93.5 million from the FRB from loan programs other than the PPPLF, and $35.0$75.0 million from lines of credit with other financial institutions, with no balance outstanding from these sources at March 31,September 30, 2020. For additional information, see the Consolidated Statements of Cash Flows in Item 1 of this Form 10-Q.


To assist in our funds acquisition and interest rate risk management efforts, management utilizes from time to time the national brokered deposit market and maintained a balance at March 31,September 30, 2020, of $25.5$10.0 million of brokered certificates of deposit.deposit, which were redeemed subsequent to September 30, 2020. In contrast to most retail certificate of deposit offerings which provide the depositor with an option to withdraw their funds prior to maturity, subject to an early withdrawal penalty, certificates of deposit acquired in the brokered market limits the depositor ability to withdraw the funds before the end of the term (except in the case of death or adjudication of incompetence of a depositor) which greatly reduces early redemption risk compared to retail deposits. At March 31, 2020,This callable option available on certain brokered certificates of deposit had a remaining maturity of up to seven months. Some of these certificates also provide the Bank the option to redeem the deposit after six months is a favorable distinction compared to retail certificate of deposit terms that are offered in our local market. During the threenine months ended March 31,September 30, 2020, the Bank redeemed $6.5$14.5 million of callable brokered certificates of deposit with a weighted average remaining maturity of one year.1.4 years. With these redemption limitations and call features, the cost of these brokered deposits is generally higher than our retail certificate of deposit offerings. Consequently, if we increase our brokered deposits, our cost of funds may increase.


First Financial Northwest is a separate legal entity from the Bank and, on a stand-alone level, must provide for its own liquidity and pay its own operating expenses and cash dividends. First Financial Northwest's primary sources of funds consist of dividends from the Bank, although there are regulatory requirements related to the ability of the Bank to pay dividends. At March 31,September 30, 2020, the Company (on an unconsolidated basis) had liquid assets of $17.6$14.6 million and short-term liabilities of $211,000.$251,000.


On a monthly basis, we estimate our future liquidity sources and needs. Also, we determine funding concentrations and our need for sources of funds other than deposits. This information is used by our Asset/Liability Management Committee (“ALCO”) in forecasting funding needs and investing opportunities. We believe that our current liquidity position and our expected operating results are sufficient to fund all of our existing commitments.


Commitments and Off-Balance Sheet Arrangements


We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and the unused portions of lines of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Commitments to extend credit and lines of credit are not
59



recorded as an asset or liability by us until the instrument is exercised. At March 31,September 30, 2020 and December 31, 2019, we had no commitments to originate loans for sale.


Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the loan agreement. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of the collateral obtained, if deemed necessary by us upon the extension of credit, is based on our credit evaluation of the customer. The amount and type of collateral required varies but may include real estate and income-producing commercial properties.
    

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The following table summarizes our outstanding commitments to originate loans, advance additional amounts pursuant to outstanding lines of credit and to disburse funds related to our construction loans at March 31,September 30, 2020:
  Amount of Commitment Expiration
 Total Amounts CommittedThrough One YearAfter One Through Three YearsAfter Three Through Five YearsAfter Five Years
 (In thousands)
Commitments to originate loans$— $— $— $— $— 
Unused portion of lines of credit35,018 3,878 7,097 5,161 18,882 
Undisbursed portion of construction loans68,896 36,253 32,643 — — 
Total commitments$103,914 $40,131 $39,740 $5,161 $18,882 
   Amount of Commitment Expiration
 Total Amounts Committed Through One Year After One Through Three Years After Three Through Five Years After Five Years
 (In thousands)
Commitments to originate loans                                                      $4,037
 $4,037
 $
 $
 $
Unused portion of lines of credit                                                      30,262
 7,351
 8,206
 1,992
 12,713
Undisbursed portion of construction loans71,953
 28,481
 42,048
 1,424
 
Total commitments$106,252
 $39,869
 $50,254
 $3,416
 $12,713


We anticipate that we will continue to have sufficient funds and alternative funding sources to meet our current commitments.


As of March 31,September 30, 2020, the Bank had eleventhirteen operating leases with remaining terms of 5six months to 105.4 years which carry minimum lease payments of $57,000$67,000 per month. All of the lease agreements offer extension periods.
    
First Financial Northwest and its subsidiaries from time to time are involved in various claims and legal actions arising in the ordinary course of business. There are currently no mattersclaims and legal actions that in the opinion of management would have a material adverse effect on First Financial Northwest’s consolidated financial position, results of operation, or liquidity.


Capital


At March 31,September 30, 2020, stockholders’ equity totaled $153.1$154.8 million, or 11.5%11.3% of total assets. Our book value per share of common stock was $15.03$15.62 at March 31,September 30, 2020, compared to $15.25 at December 31, 2019. Consistent with our goal to operate a sound and profitable financial organization, we actively seek to maintain a “well-capitalized” status in accordance with regulatory standards.


As of March 31,September 30, 2020, the Bank exceeded all regulatory capital requirements and was considered “well capitalized” under regulatory capital guidelines of the FDIC. The following table provides the Bank’s capital requirements and actual results.

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 At March 31, 2020
 Actual For Minimum Capital Adequacy Purposes To be Categorized as “Well Capitalized”
  Amount Ratio  Amount Ratio  Amount Ratio
  (Dollars in thousands)
Tier I leverage capital (to average assets)$135,626
 10.25% $52,919
 4.00% $66,149
 5.00%
Common equity tier I ("CET1") (to risk-
   weighted assets)
135,626
 13.42
 45,492
 4.50
 65,711
 6.50
Tier I risk-based capital (to risk-weighted
    assets)
135,626
 13.42
 60,656
 6.00
 80,875
 8.00
Total risk-based capital (to risk-weighted
    assets)
148,278
 14.67
 80,875
 8.00
 101,094
 10.00
At September 30, 2020
ActualFor Minimum Capital Adequacy PurposesTo be Categorized as “Well Capitalized”
 AmountRatio AmountRatio AmountRatio
 (Dollars in thousands)
Tier I leverage capital (to average assets)$138,493 10.03 %$55,255 4.00 %$69,069 5.00 %
Common equity tier I ("CET1") (to risk-
weighted assets)
138,493 14.01 44,491 4.50 64,265 6.50 
Tier I risk-based capital (to risk-weighted
assets)
138,493 14.01 59,322 6.00 79,095 8.00 
Total risk-based capital (to risk-weighted
assets)
150,883 15.26 79,095 8.00 98,869 10.00 


In addition to the minimum CET1, Tier I total capital and leverage ratios, the Bank is required to maintain a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. At March 31,September 30, 2020, the Bank’s capital conservation buffer was 6.67%7.26%.


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Item 3. Quantitative and Qualitative Disclosures about Market Risk


General. Our Board of Directors has approved an asset/liability management policy to guide management in maximizing interest rate spread by managing the differences in terms between interest-earning assets and interest-bearing liabilities while maintaining acceptable levels of liquidity, capital adequacy, interest rate risk, credit risk, and profitability. The policy established an Investment, Asset/Liability Committee (“ALCO,”) comprised of certain members of senior management and the Board of Directors. The Committee’s purpose is to communicate, coordinate and manage our asset/liability position consistent with our business plan and Board-approved policies. The ALCO meets quarterly to review various areas including:
economic conditions;
interest rate outlook;
asset/liability mix;
interest rate risk sensitivity;
current market opportunities to promote specific products;
historical financial results;
projected financial results; and
capital position.


The Committee also reviews current and projected liquidity needs. As part of its procedures, the Committee regularly reviews interest rate risk by forecasting the impact that changes in interest rates may have on net interest income and the market value of portfolio equity, which is defined as the net present value of an institution’s existing assets, liabilities and off-balance sheet instruments and evaluating such impacts against the maximum potential change in the market value of portfolio equity that is authorized by the Board of Directors.
Our Risk When Interest Rates Change. The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time. Market interest rates change over time. Our loans generally have longer maturities than our deposits. Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities. The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk and is our most significant market risk.


We have utilized the following strategies in our efforts to manage interest rate risk:


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we are originating shorter term higher yielding loans, whenever possible;
we have attempted, where possible, to extend the maturities of our deposits which typically fund our long-termlong-             term assets;
we have invested in securities with relatively short average lives, generally less than eight years;
we have added adjustable-rate loans to our loan portfolio;
we utilize brokered certificates of deposit with a call option as a funding source; and
we have utilized interest rate swaps to effectively fix the rate on certain FHLB advances.


We have evaluated the use of derivative instruments to limit the impact of interest rate changes on earnings and cash flows and to lower our cost of borrowing while taking into account various elements of interest rate risk. We are using interest rate swaps which qualify as a cash flow hedge as a tool to lower the cost of certain FHLB advances as compared to the fixed rates offered by the FHLB for its longer term advances. At March 31,September 30, 2020, the Bank held six interest rate swap agreements with a total notional amount of $120.0 million and a weighted-average fixed interest rate of 1.22%. Under the interest rate agreements, the Bank pays a fixed interest rate, and receives a floating rate based on 1-month or 3-month LIBOR rates to coincide with each agreement’s reset frequency for an original term of four to eight years. Concurrently at the onset of each interest rate agreement, the Bank secured a fixed rate FHLB advance that resets to market rate on the same cycle as the corresponding interest rate swap agreement. In addition, the Bank has entered into two, forward starting interest rate swap agreements with a start date of October 25, 2021, a total notional amount of $25.0 million, and a weighted-average interest rate of 0.80%. These interest rate agreements are intended to partially replace the $50.0 million notional amount interest rate swap that matures on that date. Entering into these agreements has allowed the Bank to secure fixed rate funding at a lower cost than a traditional five-year fixed rate FHLB advance. We will continue to review similar instruments and may continue to utilize them for interest rate risk management in the future.



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Interest rate contracts, however, may expose us to the risk of loss associated with variations in the spread between the interest rate contract and the hedged item. In addition, these contracts carry volatility risk that the expected uncertainty relating to the price of the underlying asset differs from what is anticipated. If any interest rate swap we enter into proves ineffective, it could result in volatility in our operating results, including potential losses, which could have a material adverse effect on our results of operations and cash flows.


Brokered Deposits. Management utilizes the national brokered deposit market as an additional source of funds and to assist efforts in managing interest rate risk. Utilizing brokered deposits might result in increased regulatory scrutiny, as such deposits are not viewed as favorably as core retail deposits and there can be no assurance that the Bank will be allowed to include brokered deposits in its deposit mix in the future. While management will attempt to weigh the benefits of brokered deposits against the costs and risks, there can be no assurance that its conclusions will necessarily be aligned with those of the Bank’s regulators.


How We Measure the Risk of Interest Rate Changes. We monitor our interest rate sensitivity on a quarterly basis by measuring the impact of changes to net interest income in multiple rate environments. Management retains the services of a third party consultant with nearly 40 years of experience in asset-liability management to assist in its interest rate risk and asset-liability management. Management uses various assumptions to evaluate the sensitivity of the market value of our assets and liabilities to changes in interest rates. Although management believes these assumptions are reasonable, the interest rate sensitivity of our assets and liabilities on net interest income and the market value of portfolio equity could vary substantially if different assumptions were used or actual results differ from these assumptions. Although certain assets and liabilities may have similar maturities or periods of repricing, they may react differently to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities lag behind changes in market interest rates. Non-uniform changes and fluctuations in market interest rates across various maturities will also affect the results presented. In addition, certain assets, such as adjustable-rate mortgage loans, have features which restrict changes in interest rates on a short-term basis and over the life of the asset. Further, a portion of our adjustable-rate loans have interest rate floors below which the loan’s contractual interest rate may not adjust in conjunction with market rates. Approximately 56.5%51.3% of our total loans were adjustable-rate loans at March 31,September 30, 2020. At that date, $413.4$394.8 million, or 66.1%66.9% of these loans were at their floor, with a weighted-average interest rate of 4.84%4.65%. A portion of our adjustablethese loans are set to reprice at defined time intervals. Adjustable rate loans that are based on prime rate plus a specified margin orrecalculate each time the fully indexed rate. For these prime based loans whererate changes. When the floor rate is currently above thea prime rate based loan’s fully indexed rate, the Bank will not receive the benefit of an increasing market rates until prime rate increases enough where the fully indexed rate exceeds the loans floor rate. At March 31,September 30, 2020, the Bank’s net loans receivable included $159.9included $126.9 million of prime based loans, of which $146.6$115.9 million were at a floor rate that exceeded their fully indexed rate. The following table shows the rate increase that would need to occur on these loans before the Bank receives the benefit of a floating rate:
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  March 31, 2020
Increase in prime rate: (Dollars in thousands)
0 - 25 bps $6,885
26 - 50 bps 2,466
51 - 75 bps 6,409
76 - 100 bps 27,414
101 - 150 bps 29,221
151 - 200 bps 37,795
> 200 bps 36,453
  146,643
September 30, 2020
Increase in prime rate:(Dollars in thousands)
0 - 25 bps$5,414 
26 - 50 bps2,326 
51 - 75 bps11,233 
76 - 100 bps31,814 
101 - 150 bps29,723 
151 - 200 bps18,151 
> 200 bps17,268 
115,929 


The inability of our loans to adjust downward can contribute to increased income in periods of declining interest rates, although this result is subject to the risk that borrowers may refinance these loans during periods of declining interest rates. However, when loans are at their floors, there is a further risk that our interest income may not increase as rapidly as our cost of funds during periods of increasing interest rates. Further, in the event of a significant change in interest rates, prepayment and early withdrawal levels would likely deviate from those assumed. Finally, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase. We consider all these factors in monitoring our interest rate exposure.

The assumptions we use to monitor interest rate risk are based upon a combination of proprietary and market data that reflect historical results and current market conditions. These assumptions relate to interest rates, loan prepayments, deposit decay rates and the market value of certain assets under the various interest rate scenarios. We use market data to determine prepayments and maturities of loans, investments and borrowings and use our own assumptions on deposit decay rates except for time deposits. Time deposits are modeled to reprice to market rates upon their stated maturities. We also assume that non-maturity deposit rates can be maintained

53



with rate adjustments proportionate to the change in market interest rates, based upon our historical deposit decay rates, which are substantially lower than market decay rates. We have observed in the past that our deposit accounts during changing rate environments have relatively lower volatility and less than market rate changes. When interest rates rise, we do not have to raise interest rates proportionately on less rate sensitive accounts to retain these deposits. These assumptions are based upon our analysis of our customer base, competitive factors and historical experience. In the event of a significant change in interest rates, however, prepayment and early withdrawal levels would likely deviate from those assumed.


Our income simulation model examines changes in net interest income in which interest rates were assumed to remain at their base level, instantaneously increase by 100, 200 and 300 basis points or decline immediately by 100 basis points. A decline by 200 or 300 basis points were not reported as the current targeted federal funds rate is between 0.00% and 0.25%.


The following table illustrates the estimated change in our net interest income over the next 12 months from March 31,September 30, 2020, that would occur in the event of an immediate change in interest rates equally across all maturities, with no effect given to any steps that the Bank might take to counter the effect of that interest rate movement.
         
Net Interest Income Change at September 30, 2020
Basis Point Change in RatesNet Interest Income% Change
(Dollars in thousands)
+300$43,4102.57%
+20042,8011.13
+10042,3670.11
Base42,321
(100)43,3332.39


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Net Interest Income Change at March 31, 2020
Basis Point Change in Rates Net Interest Income % Change
(Dollars in thousands)
+300 $38,891
 2.78%
+200 38,214
 0.99
+100 37,934
 0.25
Base 37,839
 
(100) 38,381
 1.43


The following table illustrates the change in our net portfolio value (“NPV”) at March 31,September 30, 2020, that would occur in the event of an immediate change in interest rates equally across all maturities, with no effect given to any steps that we might take to counter the effect of that interest rate movement.
Basis Point       Net Portfolio as % of MarketBasis PointNet Portfolio as % ofMarket
Change in 
Net Portfolio Value (1)
 Portfolio Value of Assets Value ofChange in
Net Portfolio Value (1)
Portfolio Value of AssetsValue of
Rates Amount 
$ Change (2)
 % Change 
NPV Ratio (3)
 
% Change (4)
 
Assets (5)
RatesAmount
$ Change (2)
% Change
NPV Ratio (3)
% Change (4)
Assets (5)
 (Dollars in thousands)(Dollars in thousands)
+300 $117,876
 $(12,870) (9.84)% 9.44% (0.96)% $1,249,261
+300$150,776 $(14,685)(8.88)%11.72 %(1.07)%$1,286,588 
+200 122,711
 (8,035) (6.15) 9.61
 (0.60) 1,277,043
+200156,156 (9,305)(5.62)11.88 (0.68)1,314,742 
+100 128,994
 (1,752) (1.34) 9.86
 (0.13) 1,307,711
+100162,125 (3,336)(2.02)12.05 (0.24)1,344,994 
Base 130,746
 
 
 9.79
 
 1,335,424
Base165,461 — — 12.04 — 1,374,274 
(100) 113,800
 (16,946) (12.96) 8.48
 (1.27) 1,341,254
(100)153,994 (11,467)(6.93)11.17 (0.83)1,378,564 
_____________ 


(1) The net portfolio value is the difference between the present value of the discounted cash flows of assets and liabilities and represents the market value of the Company’s equity for any given interest rate scenario. Net portfolio value is useful for determining, on a market value basis, how the market value of equity changes in response to various interest rate scenarios. Large changes in net portfolio value reflect increased interest rate sensitivity and generally more volatile earnings streams.
(2) The increase or decrease in net portfolio value at the indicated interest rates compared to the net portfolio value assuming no change in interest rates.
(3) Net portfolio value divided by the market value of assets.
(4) The increase or decrease in the net portfolio value divided by the market value of assets.
(5) The market value of assets represents the value of assets under the various interest rate scenarios and reflects the sensitivity of those assets to interest rate changes.


The net interest income and net portfolio value tables presented above are predicated upon a stable balance sheet with no growth or change in asset or liability mix. In addition, the net portfolio value is based upon the present value of discounted cash flows using our estimates of current replacement rates to discount the cash flows. The effects of changes in interest rates in

54



the net interest income table are based upon a cash flow simulation of our existing assets and liabilities and assuming that delinquency rates would not change as a result of changes in interest rates, although there can be no assurance that this will be the case. Delinquency rates may change when interest rates change as a result of changes in the loan portfolio mix, underwriting conditions, loan terms or changes in economic conditions that have a delayed effect on the portfolio. Even if interest rates change in the designated amounts, there can be no assurance that our assets and liabilities would perform as set forth above. Also, a change in U.S. Treasury rates in the designated amounts accompanied by a change in the shape of the Treasury yield curve would cause changes to the net portfolio value and net interest income other than those indicated above.


At March 31,September 30, 2020, other than the interest rate swap agreements we have entered into, we did not have any derivative financial instruments or trading accounts for any class of financial instruments, nor have we engaged in any other hedging activities or purchased off-balance sheet derivative instruments. However, we continue to review such instruments and may utilize them for interest rate risk management in the future. Interest rate risk continues to be one of our primary risks, as other types of risks, such as foreign currency exchange risk and commodity pricing risk do not arise in the normal course of our business activities and operations.


Item 4. Controls and Procedures


The management of First Financial Northwest, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934 (“Exchange Act”). A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Also, because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. As a result of these
64



inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

(a)
Evaluation of Disclosure Controls and Procedures: An evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) was carried out under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer (Principal Financial Officer) and several other members of our senior management as of the end of the period covered by this report. Our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2020, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b)
Changes in Internal Controls: In the quarter ended March 31, 2020, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


(a)Evaluation of Disclosure Controls and Procedures: An evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) was carried out under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer (Principal Financial Officer) and several other members of our senior management as of the end of the period covered by this report. Our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2020, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b)Changes in Internal Controls: In the quarter ended September 30, 2020, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II
Item 1. Legal Proceedings


From time to time, we are engaged in various legal proceedings in the ordinary course of business, none of which are currently considered to have a material impact on our financial position or results of operations.


Item 1A. Risk Factors


In light of recent developments relating to Coronavirus Disease 2019 (“COVID-19”), the Company is supplementing its risk factors contained in Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on March 12, 2020. The following risk factor should be read in conjunction with the risk factors described in the Annual Report on Form 10-K.



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The COVID-19 pandemic has adversely impacted our ability to conduct business and is expected to adversely impact our financial results and those of our customers. The ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.


The COVID-19 pandemic has significantly adversely affected our operations and the way we provide banking services to businesses and individuals, most of whom are currentlywere under government issued stay-at-home orders.orders for a portion of the nine months ended September 30, 2020. As an essential business, we continue to provide banking and financial services to our customers at all of our branch locations. In addition, we continue to provide access to banking and financial services through online banking, ATMs and by telephone. If the COVID-19 pandemic worsens it could limit or disrupt our ability to provide banking and financial services to our customers.


In response to the    The stay-at-home orders, the majorityorder was lifted, however, some of our employees currently are workingcontinue to work remotely to enable us to continue to provide banking services to our customers. Heightened cybersecurity, information security and operational risks may result from these remote work-from-home arrangements. We also could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects and restrictions of the COVID-19 pandemic. We also rely upon our third-party vendors to conduct business and to process, record and monitor transactions. If any of these vendors are unable to continue to provide us with these services, it could negatively impact our ability to serve our customers. Although we have business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will be effective.


There is pervasive uncertainty surrounding the future economic conditions that will emerge in the months and years following the start of the pandemic. As a result, management is confronted with a significant and unfamiliar degree of uncertainty in estimating the impact of the pandemic on credit quality, revenues and asset values. To date, the COVID-19 pandemic has resulted in declines in loan demand and loan originations, other than through government sponsored programs such as the Payroll Protection Program (“PPP”), deposit availability, market interest rates and negatively impacted many of our business and consumer borrower’s ability to make their loan payments. Because the length of the pandemic and the
65



efficacy of the extraordinary measures being put in place to address its economic consequences are unknown, including recent reductions in thea continued low targeted federal funds rate, until the pandemic subsides, we expect our net interest income and net interest margin will be adversely affected. Many of our borrowers have become unemployed or may face unemployment, and certain businesses are at risk of insolvency as their revenues decline precipitously, especially in businesses related to travel, hospitality, leisure and physical personal services. Businesses may ultimately not reopen as there is a significant level of uncertainty regarding the level of economic activity that will return to our markets over time, the impact of governmental assistance, the speed of economic recovery, the resurgence of COVID-19 in subsequent seasons and changes to demographic and social norms that will take place.


The impact of the pandemic is expected to continue to adversely affect us during 2020 and possibly longer as the ability of many of our customers to make loan payments has been significantly affected. Although the Company makes estimates of loan losses related to the pandemic as part of its evaluation of the allowance for loan losses, such estimates involve significant judgment and are made in the context of significant uncertainty as to the impact the pandemic will have on the credit quality of our loan portfolio. It is likely that loan delinquencies, adversely classified loans and loan charge-offs will increase in the future as a result of the pandemic. Consistent with guidance provided by banking regulators, we have modified loans by providing various loan payment deferral options to our borrowers affected by the COVID-19 pandemic. Notwithstanding these modifications, these borrowers may not be able to resume making full payments on their loans once the COVID-19 pandemic is resolved. Any increases in the allowance for credit losses will result in a decrease in net income and, most likely, capital, and may have a material negative effect on our financial condition and results of operations.


As of September 30, 2020, we hold and service a portfolio of 462 PPP loans totaling $52.0 million. The PPP loans are subject to the provisions of The Coronavirus Aid, Relief, and Economic Security Act of 2020 or CARES Act and to complex and evolving rules and guidance issued by the SBA and other government agencies. We expect that the great majority of our PPP borrowers will seek full or partial forgiveness of their loan obligations. We could face additional risks in our administrative capabilities to service our PPP loans, and risk with respect to the determination of loan forgiveness, depending on the final procedures for determining loan forgiveness.

In accordance with GAAP, we record assets acquired and liabilities assumed at their fair value with the excess of the purchase consideration over the net assets acquired resulting in the recognition of goodwill. If adverse economic conditions or the recent decrease in our stock price and market capitalization as a result of the pandemic were to be deemed sustained rather than temporary, it may significantly affect the fair value of our goodwill and may trigger impairment charges. Any impairment charge could have a material adverse effect on our results of operations and financial condition.


Even after the COVID-19 pandemic subsides, the U.S. economy will likely require some time to recover from its effects, the length of which is unknown. and during which we may experience a recession. As a result, we anticipate our business may be materially and adversely affected during this recovery. To the extent the effects of the COVID-19 pandemic adversely impact our business, financial condition, liquidity or results of operations, it may also have the effect of heightening many of the other risks described in the section entitled "Risk Factors" in our 2019 Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q.    

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


(a)     Not applicable


(b)     Not applicable















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(c)    The following table summarizes First Financial Northwest’s common stock repurchases during the three months ended March 31,September 30, 2020:
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Repurchased as Part of Publicly Announced Plan Maximum Number of Shares that May Yet Be Repurchased Under the Plan
January 27 - January 31, 2020 6,900
 $15.19
 6,900
 506,100
February 1 - February 29, 2020 38,995
 15.01
 38,995
 467,105
March 1 - March 31, 2020 33,500
 12.71
 33,500
 433,605
  79,395
 14.06
 79,395
 433,605
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Repurchased as Part of Publicly Announced PlanMaximum Number of Shares that May Yet Be Repurchased Under the Plan
July 1 - July 31, 2020— $— — 509,000 
August 1 - August 31, 202092,300 9.32 92,300 416,700 
September 1 - September 30, 202062,749 9.85 62,749 353,951 
155,049 9.54 155,049 353,951 
    
On January 6,June 17, 2020, the Board of Directors authorized the repurchase of up to 513,000509,000 shares of the Company’s common stock, or approximately 5% of the Company’s outstanding shares. The plan allowed for the repurchase from January 27,July 30, 2020 through July 27,December 30, 2020, on the open market or in privately negotiated transactions, in accordance with Rule 10b-18 of the Securities and Exchange Act of 1934, as amended. At March 31,September 30, 2020, the Company had repurchased 79,395155,049 shares authorized for repurchase at an average price of $14.06$9.54 per share.


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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57






Item 6. Exhibits and Financial Statement Schedules
 
(a)       Exhibits
 
3.1
3.2
4.1
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
1431.1
Code of Business Conduct and Ethics (Registrant elects to satisfy Regulation S-K §229.406(c) by posting its Code of Ethics on the Company’s website at www.ffnwb.com pursuant to Regulation S-K section 229.406(c))
31.1
31.2
32
101
The following materials from First Financial Northwest’s Quarterly Report on Form 10-Q for the quarter ended March 31,September 30, 2020, formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Income Statements; (3) Consolidated Statements of Comprehensive Income; (4) Consolidated Statements of Stockholders’ Equity; (5) Consolidated Statements of Cash Flows; and (6) Selected Notes to Consolidated Financial Statements.


 _____________
(1)
Filed as an exhibit to First Financial Northwest’s Registration Statement on Form S-1 on June 6, 2007 (333-143539)
(2)
Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated March 25, 2020.
(1)Filed as an exhibit to First Financial Northwest’s Registration Statement on Form S-1 on June 6, 2007 (333-143539)
(2)Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated May 15, 2020.
(3)    Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated December 5, 2013.
(4)    Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated September 9, 2014.
(5)    Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated January 15, 2020.
(6)    Filed as Appendix A to First Financial Northwest’s definitive proxy statement dated April 15, 2008.
(7)    Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated June 15, 2016.
(8)    Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated July 1, 2008.
(9)    Filed as an exhibit to First Financial Northwest’s Quarterly Report on Form 10-Q for March 31, 2018 filed on May 8, 2018.
(10)    Filed as an exhibit to First Financial Northwest’s Registration Statement on Form S-8 on June 15, 2016 (333-212029)
(11)    Filed as an exhibit to First Financial Northwest’s Quarterly Report on Form 10-Q for September 30, 2018 filed November 7, 2018.
(12)    Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated December 20, 2018.
(13)    Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated January 3, 2019.
(14)    Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated January 15, 2020.
(15)    Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated January 15, 2020.





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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
FIRST FINANCIAL NORTHWEST, INC. 
 
 
 
Date: May 8,November 9, 2020By:/s/ Joseph W. Kiley III
Joseph W. Kiley III
President and Chief Executive Officer (Principal Executive Officer)
Date: May 8,November 9, 2020By:/s/ Richard P. Jacobson
Richard P. Jacobson
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: May 8,November 9, 2020By: /s/ Christine A. Huestis
Christine A. Huestis
First Vice President and Controller (Principal Accounting Officer)

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