UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☒          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 20202021

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 000-23333

TIMBERLAND BANCORP, INC.
(Exact name of registrant as specified in its charter) 
Washington 91-1863696 
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 
 
624 Simpson Avenue, Hoquiam, Washington 98550
(Address of principal executive offices) (Zip Code)
(360) 533-4747
(Registrant’s telephone number, including area code)

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, $.01 par valueTSBKThe NASDAQ Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes _☒_   No __
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer    Non-accelerated filer Smaller reporting company ☒   Emerging growth company ☐

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

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

As of July 31, 2020,August 4, 2021, there were 8,310,7938,353,969 shares of the registrant's common stock, $.01 par value per share outstanding.



INDEX

 
Page
   
  Item 1.    
 
   
 
   
 
   
 
   
 
   
 
   
 
   
  Item 2.     
   
  Item 3.    
   
  Item 4.4.     
   
 
   
  Item 1.     
    
  Item 1A.     
   
  Item 2.     
   
  Item 3.     
   
  Item 4.
   
  Item 5.     
   
  Item 6.     
   
 
Certifications  
 Exhibit 31.1 
 Exhibit 31.2 
 Exhibit 32 
Exhibit 101

2


PART I.    FINANCIAL INFORMATION
Item 1.    Financial Statements (unaudited)

TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 30, 20202021 and September 30, 20192020
(Dollars in thousands, except per share amounts)
June 30,
2020
September 30,
2019
June 30,
2021
September 30,
2020
(Unaudited)*(Unaudited)*
AssetsAssets  Assets  
Cash and cash equivalents:Cash and cash equivalents:  Cash and cash equivalents:  
Cash and due from financial institutionsCash and due from financial institutions$24,691  $25,179  Cash and due from financial institutions$25,387 $21,877 
Interest-bearing deposits in banksInterest-bearing deposits in banks246,953  117,836  Interest-bearing deposits in banks478,339 292,575 
Total cash and cash equivalentsTotal cash and cash equivalents271,644  143,015  Total cash and cash equivalents503,726 314,452 
Certificates of deposit (“CDs”) held for investment (at cost, which
approximates fair value)
Certificates of deposit (“CDs”) held for investment (at cost, which
approximates fair value)
72,014  78,346  Certificates of deposit (“CDs”) held for investment (at cost, which
approximates fair value)
31,218 65,545 
Investment securities held to maturity, at amortized cost (estimated fair value $32,606 and $32,580)30,660  31,102  
Investment securities held to maturity, at amortized cost (estimated fair value of $53,596 and $29,827)Investment securities held to maturity, at amortized cost (estimated fair value of $53,596 and $29,827)52,314 27,890 
Investment securities available for sale, at fair valueInvestment securities available for sale, at fair value41,914  22,532  Investment securities available for sale, at fair value67,491 57,907 
Investments in equity securities, at fair valueInvestments in equity securities, at fair value977  958  Investments in equity securities, at fair value960 977 
Federal Home Loan Bank of Des Moines (“FHLB”) stock1,922  1,437  
Federal Home Loan Bank of Des Moines (“FHLB”) stock, at costFederal Home Loan Bank of Des Moines (“FHLB”) stock, at cost2,103 1,922 
Other investments, at costOther investments, at cost3,000  3,000  Other investments, at cost3,000 3,000 
Loans held for saleLoans held for sale9,837  6,071  Loans held for sale3,359 4,509 
Loans receivable, net of allowance for loan losses of $12,894 and $9,6901,012,759  886,662  
Loans receivable, net of allowance for loan losses of $13,469 and $13,414Loans receivable, net of allowance for loan losses of $13,469 and $13,4141,001,565 1,013,875 
Premises and equipment, netPremises and equipment, net23,119  22,830  Premises and equipment, net22,519 23,035 
Other real estate owned (“OREO”) and other repossessed assets, netOther real estate owned (“OREO”) and other repossessed assets, net1,466  1,683  Other real estate owned (“OREO”) and other repossessed assets, net157 1,050 
Accrued interest receivableAccrued interest receivable4,614  3,598  Accrued interest receivable4,260 4,484 
Bank owned life insurance (“BOLI”)Bank owned life insurance (“BOLI”)21,447  21,005  Bank owned life insurance (“BOLI”)22,041 21,596 
GoodwillGoodwill15,131  15,131  Goodwill15,131 15,131 
Core deposit intangible (“CDI”), netCore deposit intangible (“CDI”), net1,727  2,031  Core deposit intangible (“CDI”), net1,354 1,625 
Servicing rights, net3,073  2,408  
Loan servicing rights, netLoan servicing rights, net3,548 3,095 
Operating lease right-of-use ("ROU") assetsOperating lease right-of-use ("ROU") assets2,662  —  Operating lease right-of-use ("ROU") assets2,360 2,587 
Other assetsOther assets3,676  5,323  Other assets3,354 3,298 
Total assetsTotal assets$1,521,642  $1,247,132  Total assets$1,740,460 $1,565,978 
Liabilities and shareholders’ equityLiabilities and shareholders’ equity  Liabilities and shareholders’ equity  
LiabilitiesLiabilities  Liabilities  
Deposits:Deposits:Deposits:
Non-interest-bearing demand Non-interest-bearing demand$427,102  $296,472   Non-interest-bearing demand$495,938 $441,889 
Interest-bearing Interest-bearing891,438  771,755   Interest-bearing1,026,714 916,517 
Total depositsTotal deposits1,318,540  1,068,227  Total deposits1,522,652 1,358,406 
FHLB borrowingsFHLB borrowings10,000  —  FHLB borrowings5,000 10,000 
Operating lease liabilitiesOperating lease liabilities2,695  —  Operating lease liabilities2,432 2,630 
Other liabilities and accrued expensesOther liabilities and accrued expenses7,601  7,838  Other liabilities and accrued expenses6,884 7,312 
Total liabilitiesTotal liabilities1,338,836  1,076,065  Total liabilities$1,536,968 $1,378,348 
* Derived from audited consolidated financial statements.
See notes to unaudited consolidated financial statements
3


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (continued)
June 30, 20202021 and September 30, 20192020
(Dollars in thousands, except per share amounts)
 
June 30,
2020
September 30,
2019
June 30,
2021
September 30,
2020
(Unaudited)*(Unaudited)*
Shareholders’ equityShareholders’ equityShareholders’ equity
Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued$—  $—  
Common stock, $0.01 par value; 50,000,000 shares authorized;
8,310,793 shares issued and outstanding - June 30, 2020 8,329,419 shares issued and outstanding - September 30, 2019
42,352  43,030  
Preferred stock, $0.01 par value; 1,000,000 shares authorized; NaN issuedPreferred stock, $0.01 par value; 1,000,000 shares authorized; NaN issued$$
Common stock, $0.01 par value; 50,000,000 shares authorized;
8,353,969 shares issued and outstanding - June 30, 2021 8,310,793 shares issued and outstanding - September 30, 2020
Common stock, $0.01 par value; 50,000,000 shares authorized;
8,353,969 shares issued and outstanding - June 30, 2021 8,310,793 shares issued and outstanding - September 30, 2020
42,624 42,396 
Retained earningsRetained earnings140,478  127,987  Retained earnings160,739 145,173 
Accumulated other comprehensive income (loss)(24) 50  
Accumulated other comprehensive incomeAccumulated other comprehensive income129 61 
Total shareholders’ equityTotal shareholders’ equity182,806  171,067  Total shareholders’ equity203,492 187,630 
Total liabilities and shareholders’ equityTotal liabilities and shareholders’ equity$1,521,642  $1,247,132  Total liabilities and shareholders’ equity$1,740,460 $1,565,978 
* Derived from audited consolidated financial statements.


See notes to unaudited consolidated financial statements

4


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
For the three and nine months ended June 30, 20202021 and 20192020
(Dollars in thousands, except per share amounts)
(Unaudited)
 Three Months Ended 
 June 30,
Nine Months Ended 
 June 30,
 2020201920202019
Interest and dividend income  
Loans receivable and loans held for sale$12,871  $12,459  $38,457  $36,457  
Investment securities345  339  1,274  915  
Dividends from mutual funds, FHLB stock and other investments23  43  95  121  
Interest-bearing deposits in banks and CDs429  1,344  2,164  3,849  
Total interest and dividend income13,668  14,185  41,990  41,342  
Interest expense  
Deposits1,159  1,248  3,591  3,332  
FHLB borrowings29  —  37  —  
Total interest expense1,188  1,248  3,628  3,332  
Net interest income12,480  12,937  38,362  38,010  
Provision for loan losses1,000  —  3,200  —  
Net interest income after provision for loan losses11,480  12,937  35,162  38,010  
Non-interest income  
Recoveries on investment securities 14  113  46  
Adjustment for portion of other than temporary impairment ("OTTI") transferred from other comprehensive income (loss) (before income taxes)—  —  —  (12) 
Net recoveries on investment securities 14  113  34  
Gain on sale of investment securities held to maturity, net—  47  —  47  
Service charges on deposits858  1,175  3,136  3,581  
ATM and debit card interchange transaction fees1,069  1,090  3,178  2,896  
BOLI net earnings148  188  442  1,502  
Gain on sales of loans, net2,141  520  3,829  1,194  
Escrow fees81  54  211  150  
Servicing income on loans sold35  110  148  375  
Fee income from non-deposit investment sales—   13  43  
Other, net517  334  1,403  922  
Total non-interest income, net4,855  3,538  12,473  10,744  

 Three Months Ended 
 June 30,
Nine Months Ended 
June 30,
 2021202020212020
Interest and dividend income  
Loans receivable and loans held for sale$13,298 $12,871 $39,406 $38,457 
Investment securities292 345 877 1,274 
Dividends from mutual funds, FHLB stock and other investments28 23 83 95 
Interest-bearing deposits in banks and CDs247 429 816 2,164 
Total interest and dividend income13,865 13,668 41,182 41,990 
Interest expense  
Deposits690 1,159 2,358 3,591 
FHLB borrowings18 29 76 37 
Total interest expense708 1,188 2,434 3,628 
Net interest income13,157 12,480 38,748 38,362 
Provision for loan losses0 1,000 0 3,200 
Net interest income after provision for loan losses13,157 11,480 38,748 35,162 
Non-interest income  
Net recoveries on investment securities14 113 
Service charges on deposits948 858 2,943 3,136 
ATM and debit card interchange transaction fees1,363 1,069 3,755 3,178 
BOLI net earnings150 148 445 442 
Gain on sales of loans, net1,607 2,141 5,367 3,829 
Escrow fees64 81 243 211 
Servicing income (expense) on loans sold(9)35 (4)171 
Valuation (allowance) recovery on loan servicing rights, net(179)23 (23)
Other, net316 517 925 1,416 
Total non-interest income, net4,266 4,855 13,711 12,473 


 See notes to unaudited consolidated financial statements
5


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (continued)
For the three and nine months ended June 30, 20202021 and 20192020
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended 
June 30,
Nine Months Ended 
 June 30,
Three Months Ended 
 June 30,
Nine Months Ended 
June 30,
2020201920202019 2021202020212020
Non-interest expenseNon-interest expense  Non-interest expense  
Salaries and employee benefitsSalaries and employee benefits$4,570  $4,501  $13,913  $13,974  Salaries and employee benefits$4,554 $4,570 $13,944 $13,913 
Premises and equipmentPremises and equipment1,077  998  2,914  2,946  Premises and equipment995 1,077 2,949 2,914 
Loss (gain) on sales/dispositions of premises and equipment, netLoss (gain) on sales/dispositions of premises and equipment, net —  (98)  Loss (gain) on sales/dispositions of premises and equipment, net(98)
AdvertisingAdvertising150  177  493  543  Advertising162 150 472 493 
OREO and other repossessed assets, netOREO and other repossessed assets, net11  145  60  247  OREO and other repossessed assets, net11 (89)60 
ATM and debit card interchange transaction feesATM and debit card interchange transaction fees405  364  1,203  1,174  ATM and debit card interchange transaction fees464 405 1,341 1,203 
Postage and courierPostage and courier137  131  416  379  Postage and courier141 137 428 416 
State and local taxesState and local taxes255  237  705  642  State and local taxes284 255 822 705 
Professional feesProfessional fees286  267  766  687  Professional fees262 286 675 766 
Federal Deposit Insurance Corporation ("FDIC") insuranceFederal Deposit Insurance Corporation ("FDIC") insurance143  72  116  243  Federal Deposit Insurance Corporation ("FDIC") insurance100 143 301 116 
Loan administration and foreclosureLoan administration and foreclosure191  73  358  244  Loan administration and foreclosure148 191 319 358 
Data processing and telecommunicationsData processing and telecommunications603  987  1,702  2,667  Data processing and telecommunications627 603 1,868 1,702 
Deposit operationsDeposit operations245  391  836  1,049  Deposit operations289 245 818 836 
Amortization of CDIAmortization of CDI101  120  304  339  Amortization of CDI90 101 271 304 
OtherOther483  504  1,631  1,665  Other492 483 1,455 1,631 
Total non-interest expense, netTotal non-interest expense, net8,661  8,967  25,319  26,807  Total non-interest expense, net8,613 8,661 25,574 25,319 
Income before income taxesIncome before income taxes7,674  7,508  22,316  21,947  Income before income taxes8,810 7,674 26,885 22,316 
Provision for income taxesProvision for income taxes1,463  1,552  4,404  4,262  Provision for income taxes1,786 1,463 5,320 4,404 
Net income
Net income
$6,211  $5,956  $17,912  $17,685  
Net income
$7,024 $6,211 $21,565 $17,912 
Net income per common shareNet income per common share  Net income per common share  
BasicBasic$0.75  $0.71  $2.15  $2.13  Basic$0.84 $0.75 $2.59 $2.15 
DilutedDiluted$0.74  $0.70  $2.12  $2.09  Diluted$0.83 $0.74 $2.55 $2.12 
Weighted average common shares outstandingWeighted average common shares outstanding  Weighted average common shares outstanding  
BasicBasic8,309,947  8,338,637  8,331,908  8,313,913  Basic8,365,350 8,309,947 8,336,590 8,331,908 
DilutedDiluted8,378,983  8,482,360  8,437,030  8,468,212  Diluted8,465,393 8,378,983 8,440,861 8,437,030 
Dividends paid per common shareDividends paid per common share$0.20  $0.25  $0.65  $0.63  Dividends paid per common share$0.21 $0.20 $0.72 $0.65 

See notes to unaudited consolidated financial statements
6


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three and nine months ended June 30, 20202021 and 20192020
(Dollars in thousands)
(Unaudited) 
Three Months Ended 
 June 30,
Nine Months Ended 
 June 30,
Three Months Ended 
June 30,
Nine Months Ended 
 June 30,
2020201920202019 2021202020212020
Comprehensive incomeComprehensive incomeComprehensive income
Net incomeNet income$6,211  $5,956  $17,912  $17,685  Net income$7,024 $6,211 $21,565 $17,912 
Other comprehensive income (loss)Other comprehensive income (loss)Other comprehensive income (loss)
Unrealized holding gain (loss) on investment securities available for sale, net of income taxes of ($41), $3, ($23) and $2 respectively154   (87)  
Unrealized holding gain (loss) on investment securities available for sale, net of income taxes of $0, $(41),$16 and $(23), respectivelyUnrealized holding gain (loss) on investment securities available for sale, net of income taxes of $0, $(41),$16 and $(23), respectively154 58 (87)
Change in OTTI on investment securities held to maturity, net of income taxes:  
Adjustments related to other factors for which OTTI was previously recognized, net of income taxes of $0, ($1), ($1) and ($1), respectively—  (4) —  (4) 
Amount reclassified to credit loss for previously recorded market loss, net of income taxes of $0, $0, $0 and $3, respectively—  —  —   
Accretion of OTTI on investment securities held to maturity, net of income taxes of $0, $2, $3 and $6, respectively  13  21  
Change in other than temporary impairment ("OTTI") on investment securities held to maturity, net of income taxes:Change in other than temporary impairment ("OTTI") on investment securities held to maturity, net of income taxes:  
Accretion of OTTI on investment securities held to maturity, net of income taxes of $2, $0, $1 and $3, respectivelyAccretion of OTTI on investment securities held to maturity, net of income taxes of $2, $0, $1 and $3, respectively10 13 
Total other comprehensive income (loss), net of income taxesTotal other comprehensive income (loss), net of income taxes155  12  (74) 33  Total other comprehensive income (loss), net of income taxes8 155 68 (74)
Total comprehensive incomeTotal comprehensive income$6,366  $5,968  $17,838  $17,718  Total comprehensive income$7,032 $6,366 $21,633 $17,838 



See notes to unaudited consolidated financial statements
7


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the three and nine months ended June 30, 20202021 and 20192020
(Dollars in thousands, except per share amounts)
(Unaudited)

Common Stock Accumulated
Other
Compre-
hensive
Income (Loss)
  Common Stock Accumulated
Other
Compre-
hensive
Income (Loss)
 
Number of SharesAmountRetained
Earnings
Total Number of SharesAmountRetained
Earnings
Accumulated
Other
Compre-
hensive
Income (Loss)
Balance, March 31, 20198,336,419  $43,351  $119,032  $(45) $162,338  
Balance, March 31, 2020Balance, March 31, 20208,309,193 $42,258 $135,929 $(179)$178,008 
Net incomeNet income— — 6,211 — 6,211 
Other comprehensive incomeOther comprehensive income— — — 155 155 
Exercise of stock optionsExercise of stock options1,600 17 — — 17 
Common stock dividends ($0.20 per common share)Common stock dividends ($0.20 per common share)— — (1,662)— (1,662)
Earned Employee Stock Ownership Plan ("ESOP") shares, net of income taxesEarned Employee Stock Ownership Plan ("ESOP") shares, net of income taxes— 31 — — 31 
Stock option compensation expenseStock option compensation expense— 46 — — 46 
Balance, June 30, 2020Balance, June 30, 20208,310,793 $42,352 $140,478 $(24)$182,806 
Balance, March 31, 2021Balance, March 31, 20218,361,457 $42,949 $155,473 $121 $198,543 
Net incomeNet income—  —  5,956  —  5,956  Net income— — 7,024 — 7,024 
Other comprehensive incomeOther comprehensive income—  —  —  12  12  Other comprehensive income— — — 
Repurchase of common stockRepurchase of common stock(2,831) (70) —  —  (70) Repurchase of common stock(16,688)(469)— — (469)
Exercise of stock optionsExercise of stock options7,340  57  —  —  57  Exercise of stock options9,200 97 — — 97 
Common stock dividends ($0.25 per common share)—  —  (2,084) —  (2,084) 
Earned ESOP shares, net of income taxes—   —  —   
Common stock dividends ($0.21 per common share)Common stock dividends ($0.21 per common share)— — (1,758)— (1,758)
Stock option compensation expenseStock option compensation expense—  53  —  —  53  Stock option compensation expense— 47 — — 47 
Balance, June 30, 20198,340,928  $43,398  $122,904  $(33) $166,269  
Balance, March 31, 20208,309,193  $42,258  $135,929  $(179) $178,008  
Net income—  —  6,211  —  6,211  
Other comprehensive income—  —  —  155  155  
Exercise of stock options1,600  17  —  —  17  
Common stock dividends ($0.20 per common share)—  —  (1,662) —  (1,662) 
Earned ESOP shares, net of income taxes—  31  —  —  31  
Stock option compensation expense—  46  —  —  46  
Balance, June 30, 20208,310,793  $42,352  $140,478  $(24) $182,806  
Balance, June 30, 2021Balance, June 30, 20218,353,969 $42,624 $160,739 $129 $203,492 

 Common Stock Accumulated
Other
Compre-hensive
Income (Loss)
 
 Number of SharesAmountRetained
Earnings
Total
Balance, September 30, 20198,329,419 $43,030 $127,987 $50 $171,067 
Net income— — 17,912 — 17,912 
Other comprehensive loss— — — (74)(74)
Repurchase of common stock(56,601)(1,238)— — (1,238)
Exercise of stock options37,975 391 — — 391 
Common stock dividends ($0.65 per common share)— — (5,421)— (5,421)
Earned ESOP shares, net of income taxes— 31 — — 31 
Stock option compensation expense— 138 — — 138 
Balance, June 30, 20208,310,793 $42,352 $140,478 $(24)$182,806 
Balance, September 30, 20208,310,793 $42,396 $145,173 $61 $187,630 
Net income— — 21,565 — 21,565 
Other comprehensive income— — — 68 68 
Repurchase of common stock(19,588)(527)— — (527)
Exercise of stock options62,764 616 — — 616 
Common stock dividends ($0.72 per common share)— — (5,999)— (5,999)
Stock option compensation expense— 139 — — 139 
Balance, June 30, 20218,353,969 $42,624 $160,739 $129 $203,492 

See notes to unaudited consolidated financial statements




















8




TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the nine months ended June 30, 2020 and 2019
(Dollars in thousands, except per share amounts)
(Unaudited)

 Common StockUnearned
 Shares Issued to ESOP
 Accumulated
Other
Compre-hensive
Income (Loss)
 
 Number of SharesAmountRetained
Earnings
Total
Balance, September 30, 20187,401,177  $14,394  $(133) $110,525  $(129) $124,657  
Net income—  —  —  17,685  —  17,685  
Other comprehensive income—  —  —  —  33  33  
Repurchase of common stock(2,831) (70) —  —  —  (70) 
Common stock issued for business combination904,826  28,267  —  —  —  28,267  
Exercise of stock options37,756  340  —  —  —  340  
Common stock dividends ($0.63 per common share)—  —  —  (5,243) —  (5,243) 
Earned ESOP shares, net of income taxes—  308  133  —  —  441  
Stock option compensation expense—  159  —  —  —  159  
Adoption of Accounting Standards Update ("ASU") 2016-01—  —  —  (63) 63  —  
Balance, June 30, 20198,340,928  $43,398  $—  $122,904  $(33) $166,269  
Balance, September 30, 20198,329,419  $43,030  $—  $127,987  $50  $171,067  
Net income—  —  —  17,912  —  17,912  
Other comprehensive loss—  —  —  —  (74) (74) 
Repurchase of common stock(56,601) (1,238) —  —  —  (1,238) 
Exercise of stock options37,975  391  —  —  —  391  
Common stock dividends ($0.65 per common share)—  —  —  (5,421) —  (5,421) 
Earned ESOP shares, net of income taxes—  31  —  —  31  
Stock option compensation expense—  138  —  —  —  138  
Balance, June 30, 20198,310,793  $42,352  $—  $140,478  $(24) $182,806  


9


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended June 30, 20202021 and 20192020
(Dollars in thousands)
(Unaudited)
Nine Months Ended June 30, Nine Months Ended June 30,
20202019 20212020
Cash flows from operating activitiesCash flows from operating activities  Cash flows from operating activities  
Net incomeNet income$17,912  $17,685  Net income$21,565 $17,912 
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:  Adjustments to reconcile net income to net cash provided by operating activities:  
Provision for loan lossesProvision for loan losses3,200  —  Provision for loan losses3,200 
DepreciationDepreciation1,163  1,232  Depreciation1,174 1,163 
Deferred income taxesDeferred income taxes57 
Accretion of discount on purchased loansAccretion of discount on purchased loans(423) (457) Accretion of discount on purchased loans(291)(423)
Amortization of CDIAmortization of CDI304  339  Amortization of CDI271 304 
Earned ESOP sharesEarned ESOP shares31  441  Earned ESOP shares31 
Stock option compensation expenseStock option compensation expense138  159  Stock option compensation expense139 138 
Net recoveries on investment securitiesNet recoveries on investment securities(113) (34) Net recoveries on investment securities(14)(113)
Change in fair value of investments in equity securitiesChange in fair value of investments in equity securities(19) (34) Change in fair value of investments in equity securities17 (19)
Gain on sale of investment securities held to maturity—  (47) 
Accretion of discounts and premiums on securitiesAccretion of discounts and premiums on securities49 138 
Gain on sales of OREO and other repossessed assets, netGain on sales of OREO and other repossessed assets, net(33) (31) Gain on sales of OREO and other repossessed assets, net(92)(33)
Provision for OREO lossesProvision for OREO losses25  23  Provision for OREO losses25 
Gain on sales of loans, netGain on sales of loans, net(3,829) (1,194) Gain on sales of loans, net(5,367)(3,829)
(Gain) loss on sales/disposition of premises and equipment, net(98)  
Gain on sales/disposition of premises and equipment, netGain on sales/disposition of premises and equipment, net(98)
Loans originated for saleLoans originated for sale(114,073) (48,542) Loans originated for sale(119,669)(114,073)
Proceeds from sales of loansProceeds from sales of loans114,136  48,183  Proceeds from sales of loans126,186 114,136 
Amortization of servicing rights599  476  
Amortization of loan servicing rightsAmortization of loan servicing rights817 599 
Valuation adjustment on servicing rightsValuation adjustment on servicing rights23  —  Valuation adjustment on servicing rights(23)23 
BOLI net earningsBOLI net earnings(442) (474) BOLI net earnings(445)(442)
BOLI death benefit in excess of cash surrender value—  (1,028) 
Increase in deferred loan origination fees3,925  201  
Increase (decrease) in deferred loan origination feesIncrease (decrease) in deferred loan origination fees(97)3,925 
Net change in accrued interest receivable and other assets, and other liabilities and accrued expensesNet change in accrued interest receivable and other assets, and other liabilities and accrued expenses(977) 659  Net change in accrued interest receivable and other assets, and other liabilities and accrued expenses(1,552)(1,115)
Net cash provided by operating activitiesNet cash provided by operating activities21,449  17,565  Net cash provided by operating activities22,725 21,449 
Cash flows from investing activitiesCash flows from investing activities  Cash flows from investing activities  
Net decrease (increase) in CDs held for investment6,332  (14,921) 
Proceeds from sale of investment securities available for sale—  2,332  
Proceeds from sale of investment securities held to maturity—  2,937  
Net decrease in CDs held for investmentNet decrease in CDs held for investment34,327 6,332 
Purchase of investment securities held to maturityPurchase of investment securities held to maturity(9,754) (13,229) Purchase of investment securities held to maturity(33,797)(9,754)
Purchase of investment securities available for salePurchase of investment securities available for sale(23,366) —  Purchase of investment securities available for sale(18,698)(23,366)
Proceeds from maturities and prepayments of investment securities held to maturityProceeds from maturities and prepayments of investment securities held to maturity10,480  5,266  Proceeds from maturities and prepayments of investment securities held to maturity9,524 10,480 
Proceeds from maturities and prepayments of investment securities available for saleProceeds from maturities and prepayments of investment securities available for sale3,856  906  Proceeds from maturities and prepayments of investment securities available for sale9,013 3,856 
Purchase of FHLB stockPurchase of FHLB stock(485) (42) Purchase of FHLB stock(181)(485)
Increase in loans receivable, net(132,799) (26,882) 
Decrease (increase) in loans receivable, netDecrease (increase) in loans receivable, net12,698 (132,799)
Additions to premises and equipmentAdditions to premises and equipment(1,661) (2,040) Additions to premises and equipment(658)(1,661)
Proceeds from sales of premises and equipmentProceeds from sales of premises and equipment307  —  Proceeds from sales of premises and equipment307 
Cash acquired, net of cash consideration paid in business combination—  14,284  
Escrow deposit for business combination—  6,900  
Proceeds from death benefit on BOLI—  2,059  
Proceeds from sales of OREO and other repossessed assets225  318  
Net cash used in investing activities(146,865) (22,112) 
Proceeds from sales of OREO and other repossessed assetsProceeds from sales of OREO and other repossessed assets985 225 
Net cash provided by (used in) investing activitiesNet cash provided by (used in) investing activities13,213 (146,865)
See notes to unaudited consolidated financial statements
109


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
For the nine months ended June 30, 20202021 and 20192020
(Dollars in thousands)
(Unaudited)
Nine Months Ended June 30, Nine Months Ended June 30,
20202019 20212020
Cash flows from financing activitiesCash flows from financing activities  Cash flows from financing activities  
Net increase in depositsNet increase in deposits$250,313  $31,491  Net increase in deposits$164,246 $250,313 
FHLB borrowings10,000  —  
Proceeds from (repayments of) FHLB borrowingsProceeds from (repayments of) FHLB borrowings(5,000)10,000 
Proceeds from exercise of stock optionsProceeds from exercise of stock options391  340  Proceeds from exercise of stock options616 391 
Repurchase of common stockRepurchase of common stock(1,238) (70) Repurchase of common stock(527)(1,238)
Payment of dividendsPayment of dividends(5,421) (5,243) Payment of dividends(5,999)(5,421)
Net cash provided by financing activitiesNet cash provided by financing activities254,045  26,518  Net cash provided by financing activities153,336 254,045 
    
Net increase in cash and cash equivalentsNet increase in cash and cash equivalents128,629  21,971  Net increase in cash and cash equivalents189,274 128,629 
Cash and cash equivalentsCash and cash equivalents  Cash and cash equivalents  
Beginning of periodBeginning of period143,015  148,864  Beginning of period314,452 143,015 
End of periodEnd of period$271,644  $170,835  End of period$503,726 $271,644 
Supplemental disclosure of cash flow informationSupplemental disclosure of cash flow information  Supplemental disclosure of cash flow information  
Income taxes paidIncome taxes paid$5,165  $3,845  Income taxes paid$4,642 $5,165 
Interest paidInterest paid3,648  3,247  Interest paid2,554 3,648 
Supplemental disclosure of non-cash investing activitiesSupplemental disclosure of non-cash investing activities  Supplemental disclosure of non-cash investing activities  
Loans transferred to OREO and other repossessed assets$—  $91  
Other comprehensive (loss) income related to investment securities(74) 33  
Other comprehensive income (loss) related to investment securitiesOther comprehensive income (loss) related to investment securities$68 $(74)
Operating lease liabilities arising from recording of ROU assetsOperating lease liabilities arising from recording of ROU assets2,889  —  Operating lease liabilities arising from recording of ROU assets2,889 
Business Combination (see Note 2)
Fair value of assets acquired$—  $180,518  
Fair value of liabilities assumed—  154,829  
See notes to unaudited consolidated financial statements
1110


Timberland Bancorp, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Basis of Presentation:  The accompanying unaudited consolidated financial statements forof Timberland Bancorp, Inc. (the "Company") and its wholly-owned subsidiary, Timberland Bank (the "Bank") (collectively, "the Company") were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of consolidated financial condition, results of operations, and cash flows in conformity with GAAP. However, all adjustments which are, in the opinion of management, necessary for a fair presentation of the interim consolidated financial statements have been included.  All such adjustments are of a normal recurring nature. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 20192020 (“20192020 Form 10-K”).  The unaudited consolidated results of operations for the nine months ended June 30, 20202021 are not necessarily indicative of the results that may be expected for the entire fiscal year ending September 30, 2020.

On October 1, 2018, the Company completed the acquisition of South Sound Bank, a Washington-state chartered bank, headquartered in Olympia, Washington ("South Sound Acquisition"). The Company acquired 100% of the outstanding common stock of South Sound Bank, and South Sound Bank was merged into the Bank. See Note 2 for additional information on the South Sound Acquisition.2021.

(b)  Principles of Consolidation:  The unaudited consolidated financial statements include the accounts of the Company and the Bank, and the Bank’s wholly-owned subsidiary, Timberland Service Corporation.   All significant inter-company transactions and balances have been eliminated in consolidation.

(c)  Operating Segment:  The Company has 1 reportable operating segment which is defined as community banking in western Washington.Washington under the operating name, "Timberland Bank."

(d)  The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the consolidated balance sheets, and the reported amounts of income and expenses during the reporting period.  Actual results could differ from those estimates.

(e)  Certain prior period amounts have been reclassified to conform to the June 30, 20202021 presentation with no change to previously reported net income or total shareholders’ equity.

1211


(2) BUSINESS COMBINATION

On October 1, 2018, the Company completed the South Sound Acquisition. The primary reason for the acquisition was to expand the Company's presence along Washington State's economically important I-5 corridor.

Pursuant to the terms of the merger agreement, South Sound Bank shareholders received 0.746 of a share the Company's common stock and $5.68825 in cash per share of South Sound Bank common stock. The Company issued 904,826 shares of its common stock (valued at $28.27 million based on the Company's closing stock price on September 30, 2018 of $31.24 per share) and paid $6.90 million in cash in the transaction for total consideration paid of $35.17 million.

The South Sound Acquisition constitutes a business combination as defined by GAAP, which establishes principles and requirements for how the acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired and liabilities assumed. The Company was considered the acquirer in this transaction. Accordingly, the estimates of fair values of the acquired assets, including the identifiable intangible assets, and the assumed liabilities in the South Sound Acquisition were measured and recorded as of October 1, 2018. The excess of the total consideration paid over the fair value of the net assets acquired was allocated to goodwill. The South Sound Acquisition resulted in $9.48 million of goodwill. The goodwill arising from the transaction consists largely of the synergies and expected economies of scale from combining the operations of the Company and South Sound Bank. This goodwill is not deductible for tax purposes.

In most instances, determining the estimated fair values of the acquired assets and assumed liabilities requires the Company to estimate cash flows expected to result from those assets and liabilities and to discount those cash flows at the appropriate rate of interest. Differences may arise between contractually required payments and the expected cash flows at the acquisition date due to items such as estimated credit losses, prepayments or early withdrawal, and other factors. One of the most significant of those determinations relates to the valuation of acquired loans. For such loans, the excess of cash flows expected at acquisition over the estimated fair value is recognized as interest income over the remaining lives of the loans. In accordance with GAAP, there was no carry-over of South Sound Bank's previously established allowance for loan losses.

The following table summarizes the fair value of consideration paid, the estimated fair values of assets acquired and liabilities assumed as of the acquisition date, and the resulting goodwill relating to the transaction:
13


At October 1, 2018
Book ValueFair Value AdjustmentEstimated Fair Value
(Dollars in thousands)
Total acquisition consideration$35,170  
Recognized amounts of identifiable assets acquired and liabilities assumed
     Identifiable assets acquired:
          Cash and cash equivalents$21,187  $—  21,187  
          CDs held for investment2,973  —  2,973  
          FHLB stock205  —  205  
          Investment securities held to maturity19,891  (189) 19,702  
          Investment securities available for sale5,022  —  5,022  
          Loans receivable123,627  (2,083) 121,544  
          Premises and equipment3,225  112  3,337  
          OREO25  —  25  
          Accrued interest receivable554  —  554  
          BOLI2,629  —  2,629  
          CDI—  2,483  2,483  
          Servicing rights285  (4) 281  
          Other assets1,087  (511) 576  
               Total assets180,710  (192) 180,518  
     Liabilities assumed:
          Deposits151,378  160  151,538  
          Other liabilities and accrued expenses3,291  —  3,291  
               Total liabilities assumed154,669  160  154,829  
               Total identifiable net assets acquired$26,041  $(352) 25,689  
               Goodwill recognized$9,481  


The acquired loan portfolio was valued using Level 3 inputs (see Note 10) and included the use of present value techniques, including cash flow estimates and incorporated assumptions that the Company believes marketplace participants would use in estimating fair values. Credit discounts were included in the determination of the fair value of the loans acquired; therefore, an allowance for loan losses was not recorded at the acquisition date. Acquired loans are evaluated upon acquisition and classified as either purchased credit-impaired ("PCI") or purchased non-credit-impaired. PCI loans reflect credit deterioration since origination such that it is probable at acquisition that the Company will be unable to collect all contractually required payments. The Company determined that PCI loans acquired in the South Sound Acquisition were insignificant.

For purchased non-credit-impaired loans, the difference between the fair value and unpaid principal balance of the loan at the acquisition date is amortized or accreted to interest income over the life of the loans. Any subsequent deterioration in credit quality is recognized by recording an allowance for loan losses.

CDI represents the future economic benefit of the potential cost savings from acquiring core deposits as part of a business combination compared to the cost of alternative funding sources. CDI is amortized to non-interest expense using an accelerated method based on an estimated runoff of related deposits over a period of ten years. CDI is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life.

The operating results of the Company for the three and nine months ended June 30, 2020 and 2019 include the operating results produced by the net assets acquired in the South Sound Acquisition since the October 1, 2018 acquisition date. The Company
14


determined that the disclosure requirements related to the amounts of revenues and earnings from the net assets acquired in the South Sound Acquisition since the October 1, 2018 acquisition date is impracticable. The financial activity and operating results of the net assets acquired in the South Sound Acquisition were commingled with the Company's financial activity and operating results as of the acquisition date.

During the nine months ended June 30, 2020, the Company incurred acquisition-related expenses of $69,000 related to the South Sound Acquisition, of which $67,000 is included in the data processing and telecommunications expense category and $2,000 is included in the professional fees expense category in the accompanying consolidated statement of income. During the nine months ended June 30, 2019, the Company incurred acquisition-related expenses of $447,000 related to the South Sound Acquisition, which are included in the professional fees expense category in the accompanying consolidated statement of income.


(3) INVESTMENT SECURITIES

Held to maturity and available for sale investment securities have been classified according to management’s intent and were as follows as of June 30, 20202021 and September 30, 20192020 (dollars in thousands):
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
June 30, 2020    
June 30, 2021June 30, 2021    
Held to maturityHeld to maturity    Held to maturity    
Mortgage-backed securities ("MBS"):Mortgage-backed securities ("MBS"):    Mortgage-backed securities ("MBS"):    
U.S. government agenciesU.S. government agencies$30,413  $1,657  $(12) $32,058  U.S. government agencies$24,508 $1,074 $(19)$25,563 
Private label residentialPrivate label residential247  302  (1) 548  Private label residential8,432 300 (22)8,710 
U.S. Treasury and U.S. government agency securitiesU.S. Treasury and U.S. government agency securities18,874 (59)18,816 
Bank issued trust preferred securitiesBank issued trust preferred securities500 507 
TotalTotal$30,660  $1,959  $(13) $32,606  Total$52,314 $1,382 $(100)$53,596 
Available for saleAvailable for sale    Available for sale    
MBS: U.S. government agenciesMBS: U.S. government agencies$41,910  $33  $(29) $41,914  MBS: U.S. government agencies$67,306 $271 $(86)$67,491 
TotalTotal$41,910  $33  $(29) $41,914  Total$67,306 $271 $(86)$67,491 
September 30, 2019
September 30, 2020September 30, 2020
Held to maturityHeld to maturity    Held to maturity    
MBS:MBS:    MBS:    
U.S. government agenciesU.S. government agencies$27,786  $999  $(2) $28,783  U.S. government agencies$27,161 $1,635 $(3)$28,793 
Private label residentialPrivate label residential317  490  (1) 806  Private label residential229 307 (1)535 
U.S. Treasury and U.S. government agency securities2,999  —  (8) 2,991  
Bank issued trust preferred securitiesBank issued trust preferred securities500 (1)499 
TotalTotal$31,102  $1,489  $(11) $32,580  Total$27,890 $1,942 $(5)$29,827 
Available for saleAvailable for sale    Available for sale    
MBS: U.S. government agenciesMBS: U.S. government agencies$22,418  $114  $—  $22,532  MBS: U.S. government agencies$57,797 $178 $(68)$57,907 
TotalTotal$22,418  $114  $—  $22,532  Total$57,797 $178 $(68)$57,907 

1512


Held to maturity and available for sale investment securities with unrealized losses were as follows as of June 30, 20202021 (dollars in thousands):
Less Than 12 Months12 Months or LongerTotal Less Than 12 Months12 Months or LongerTotal
Estimated
 Fair
 Value
Gross
Unrealized
Losses
QuantityEstimated
 Fair
 Value
Gross
Unrealized
Losses
QuantityEstimated
 Fair
 Value
Gross
Unrealized
Losses
Estimated
 Fair
 Value
Gross
Unrealized
Losses
QuantityEstimated
 Fair
 Value
Gross
Unrealized
Losses
QuantityEstimated
 Fair
 Value
Gross
Unrealized
Losses
Held to maturityHeld to maturity        Held to maturity        
MBS:MBS:        MBS:        
U.S. government agenciesU.S. government agencies$7,014  $(11)  $41  $(1)  $7,055  $(12) U.S. government agencies$4,269 $(19)$16 $$4,285 $(19)
Private label residentialPrivate label residential —   11  (1)  18  (1) Private label residential8,223 (22)8,224 (22)
U.S. Treasury and U.S. government agency securitiesU.S. Treasury and U.S. government agency securities8,954 (59)8,954 (59)
Total
Total
$7,021  $(11)  $52  $(2)  $7,073  $(13) 
Total
$21,446 $(100)10 $17 $0 4 $21,463 $(100)
Available for saleAvailable for sale        Available for sale        
MBS: U.S. government agencies$35,709  $(29)  $—  $—  —  $35,709  $(29) 
MBS:MBS:        
U.S. government agenciesU.S. government agencies$26,667 $(86)15 $926 $$27,593 $(86)
Total
Total
$35,709  $(29)  $—  $—  —  $35,709  $(29) 
Total
$26,667 $(86)15 $926 $0 1 $27,593 $(86)

Held to maturity and available for sale investment securities with unrealized losses were as follows as of September 30, 20192020 (dollars in thousands):
Less Than 12 Months12 Months or LongerTotal Less Than 12 Months12 Months or LongerTotal
Estimated
 Fair
 Value
Gross
Unrealized Losses
QuantityEstimated
 Fair
 Value
Gross
Unrealized Losses
QuantityEstimated
 Fair
 Value
Gross
Unrealized Losses
Estimated
 Fair
 Value
Gross
Unrealized Losses
QuantityEstimated
 Fair
 Value
Gross
Unrealized Losses
QuantityEstimated
 Fair
 Value
Gross
Unrealized Losses
Held to maturityHeld to maturity        Held to maturity        
MBS:MBS:        MBS:        
U.S. government agenciesU.S. government agencies$291  $(1)  $76  $(1)  $367  $(2) U.S. government agencies$5,130 $(2)$39 $(1)$5,169 $(3)
Private label residentialPrivate label residential—  —  —  23  (1)  23  (1) Private label residential11 (1)18 (1)
U.S. Treasury and U.S. government agency securities—  —  —  2,991  (8)  2,991  (8) 
Bank issued trust preferred securitiesBank issued trust preferred securities499 (1)499 (1)
Total
Total
$291  $(1)  $3,090  $(10) 12  $3,381  $(11) 
Total
$5,636 $(3)6 $50 $(2)6 $5,686 $(5)
Available for saleAvailable for sale        
MBS:MBS:        
U.S. government agenciesU.S. government agencies$21,464 $(68)11 $$$21,464 $(68)
Total
Total
$21,464 $(68)11 $0 $0 0 $21,464 $(68)

The Company has evaluated the investment securities in the above tables and has determined that the declinedeclines in their fair value isare temporary.  The unrealized losses are primarily due to changes in market interest rates and spreads in the market for mortgage-related products. The fair value of these securities is expected to recover as the securities approach their maturity dates and/or as the pricing spreads narrow on mortgage-related securities.  The Company has the ability and the intent to hold the investments until the fair value recovers.  Furthermore, as of June 30, 2020,2021, management does not have the intent to sell any of the securities classified as available for sale wherefor which the estimated fair value is below the recorded value and believes that it
13


is more likely than not that the Company will not have to sell such securities before a recovery of cost (or recorded value if previously written down).

The Company bifurcates OTTI into (1) amounts related to credit losses which are recognized through earnings and (2) amounts related to all other factors which are recognized as a component of other comprehensive income (loss). To determine the component of the gross OTTI related to credit losses, the Company compared the amortized cost basis of the OTTI security to the present value of its revised expected cash flows, discounted using its pre-impairment yield.  The revised expected cash flow estimates for individual securities are based primarily on an analysis of default rates, prepayment speeds and third-party analytic reports.  Significant judgment by management is required in this analysis that includes, but is not limited to, assumptions regarding the collectability of principal and interest, net of related expenses, on the underlying loans.  

16


The following table presents a summary of the significant inputs utilized to measure management’s estimates of the credit loss component on OTTI securities as of June 30, 20202021 and 2019:2020:
RangeWeighted RangeWeighted
Minimum Maximum Average 
June 30, 2021June 30, 2021   
Constant prepayment rateConstant prepayment rate6.00 %15.00 %12.84 %
Collateral default rateCollateral default rate1.83 %21.58 %13.09 %
Loss severity rateLoss severity rate%14.53 %4.82 %
Minimum Maximum Average 
June 30, 2020June 30, 2020   June 30, 2020   
Constant prepayment rateConstant prepayment rate6.00 %15.00 %9.21 %Constant prepayment rate6.00 %15.00 %9.21 %
Collateral default rateCollateral default rate2.00 %19.96 %10.21 %Collateral default rate2.00 %19.96 %10.21 %
Loss severity rateLoss severity rate— %12.41 %2.48 %Loss severity rate%12.41 %2.48 %
June 30, 2019   
Constant prepayment rate6.00 %15.00 %11.52 %
Collateral default rate— %11.28 %5.28 %
Loss severity rate— %78.00 %37.73 %

The following table presents the OTTI recoveries for the three and nine months ended June 30, 20202021 and 20192020 (dollars in thousands):
Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2019
Three Months Ended
June 30, 2021
Three Months Ended
June 30, 2020
Held To
Maturity
Available
For Sale
Held To
Maturity
Available
For Sale
Held To
Maturity
Held To
Maturity
Total recoveriesTotal recoveries$ $—  $14  $—  Total recoveries$$
Adjustment for portion of OTTI transferred from
other comprehensive income (loss) before income taxes (1)
—  —  —  —  
Net recoveries recognized in earnings (2)(1)Net recoveries recognized in earnings (2)(1)$ $—  $14  $—  Net recoveries recognized in earnings (2)(1)$6 $6 
Nine Months Ended
June 30, 2020
Nine Months Ended
June 30, 2019
Nine Months Ended
June 30, 2021
Nine Months Ended
June 30, 2020
Held To
Maturity
Available
For Sale
Held To
Maturity
Available
For Sale
Held To
Maturity
Held To
Maturity
Total recoveriesTotal recoveries$113  $—  $46  $—  Total recoveries$14 $113 
Adjustment for portion of OTTI transferred from
other comprehensive income (loss) before income taxes (1)
—  —  (12) —  
Net recoveries recognized in earnings (2)(1)Net recoveries recognized in earnings (2)(1)$113  $—  $34  $—  Net recoveries recognized in earnings (2)(1)$14 $113 
_________________
(1) Represents OTTI related to all other factors.
(2) Represents OTTI related to credit losses.

1714


The following table presents a roll forward of the credit loss component of held to maturity and available for sale debt securities that have been written down for OTTI with the credit loss component recognized in earnings for the nine months ended June 30, 20202021 and 20192020 (dollars in thousands):
Nine Months Ended June 30, Nine Months Ended
June 30,
20202019 20212020
Beginning balance of credit lossBeginning balance of credit loss$1,071  $1,153  Beginning balance of credit loss$885 $1,071 
Additions:Additions:  Additions:  
Additional increases to the amount
related to credit loss for which OTTI
was previously recognized
Additional increases to the amount
related to credit loss for which OTTI
was previously recognized
 13  
Additional increases to the amount
related to credit loss for which OTTI
was previously recognized
Subtractions:Subtractions: Subtractions: 
Realized losses previously recorded
as credit losses
Realized losses previously recorded
as credit losses
(65) (16) 
Realized losses previously recorded
as credit losses
(5)(65)
Recovery of prior credit lossRecovery of prior credit loss(112) (47) Recovery of prior credit loss(14)(112)
Ending balance of credit lossEnding balance of credit loss$896  $1,103  Ending balance of credit loss$866 $896 

During the nine months ended June 30, 2020,2021, the Company recorded a $65,000$5,000 net realized loss (as a result of investment securities being deemed worthless) on 912 held to maturity investment securities, all of which had been recognized previously as a credit loss. During the nine months ended June 30, 2019,2020, the Company recorded a $16,000$65,000 net realized loss (as a result of investment securities being deemed worthless) on 179 held to maturity investment securities, all of which had been recognized previously as a credit loss.

The recorded amount of investment securities pledged as collateral for public fund deposits, federal treasury tax and loan deposits, FHLB collateral and other non-profit organization deposits totaled$67.35 $98.62 million and $18.59$81.03 million at June 30, 20202021 and September 30, 2019,2020, respectively.

The contractual maturities of debt securities at June 30, 20202021 were as follows (dollars in thousands).  Expected maturities may differ from scheduled maturities due to the prepayment of principal or call provisions.
Held to MaturityAvailable for Sale Held to MaturityAvailable for Sale
Amortized
Cost
Estimated
Fair
Value
Amortized
Cost
Estimated
Fair
Value
Amortized
Cost
Estimated
Fair
Value
Amortized
Cost
Estimated
Fair
Value
Due within one yearDue within one year$—  $—  $836  $834  Due within one year$$$926 $926 
Due after one year to five yearsDue after one year to five years144  151  1,118  1,108  Due after one year to five years11,226 11,268 2,654 2,653 
Due after five years to ten yearsDue after five years to ten years6,708  7,444  6,150  6,160  Due after five years to ten years23,556 24,064 18,247 18,285 
Due after ten yearsDue after ten years23,808  25,011  33,806  33,812  Due after ten years17,532 18,264 45,479 45,627 
TotalTotal$30,660  $32,606  $41,910  $41,914  Total$52,314 $53,596 $67,306 $67,491 


(4)(3) GOODWILL AND CDI

Goodwill is initially recorded when the purchase price paid in a business combination exceeds the estimated fair value of the net identified tangible and intangible assets acquired and liabilities assumed.  Goodwill is presumed to have an indefinite useful life and is analyzed annually for impairment.  The Company performs an annual review during the third quarter of each fiscal year, or more frequently if indicators of potential impairment exist, to determine if the recorded goodwill is impaired. For purposes of goodwill impairment testing, the services offered through the Bank and its subsidiary are managed as one strategic unit and represent the Company's only reporting unit.

The annual goodwill impairment test begins with a qualitative assessment of whether it is "more likely than not" that the reporting unit's fair value is less than its carrying amount. If an entity concludes that it is not "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it need not perform a two-step impairment test. If the Company's qualitative assessment concluded that it is "more likely than not" that the fair value of its reporting unit is less than its carrying amount, it must perform the two-step impairment test to identify potential goodwill impairment and measure the amount of
1815


goodwill impairment loss to be recognized, if any. The first step of the goodwill impairment test compares the estimated fair value of the reporting unit with its carrying amount, or the book value, including goodwill. If the estimated fair value of the reporting unit equals or exceeds its book value, goodwill is considered not impaired, and the second step of the impairment test is unnecessary.

The second step, if necessary, measures the amount of goodwill impairment loss to be recognized. The reporting unit must determine fair value for all assets and liabilities, excluding goodwill. The net of the assigned fair value of assets and liabilities is then compared to the book value of the reporting unit, and any excess book value becomes the implied fair value of goodwill. If the carrying amount of the goodwill exceeds the newly calculated implied fair value of goodwill, an impairment loss is recognized in the amount required to write-down the goodwill to the implied fair value.

Management's qualitative assessment takes into consideration macroeconomic conditions, industry and market considerations, cost or margin factors, financial performance and share price of the Company's common stock. The Company performed its fiscal year 2021 goodwill impairment test during the quarter ended June 30, 2021. Based on this assessment, the Company determined that it is not "more likely than not" that the Company's fair value is less than its carrying amount, and, therefore goodwill was determined not to be impaired at May 31, 2020.2021.

A significant amount of judgment is involved in determining if an indicator of goodwill impairment has occurred. Such indicators may include, among others: a significant decline in expected future cash flows; a sustained, significant decline in the Company's stock price and market capitalization; a significant adverse change in legal factors or in the business climate; adverse assessment or action by a regulator; and unanticipated competition. Any change in these indicators could have a significant negative impact on the Company's financial condition, impact the goodwill impairment analysis or cause the Company to perform a goodwill impairment analysis more frequently than once per year.

The Company performed its fiscal year 2020 goodwill impairment test during the quarter ended June 30, 2020 with the assistance of an independent third-party firm specializing in goodwill impairment valuations for financial institutions. The third-party analysis was conducted as of May 31, 2020 and the step one test concluded that the reporting unit's fair value was more than its recorded value and, therefore, step two of the analysis was not necessary. Accordingly, the recorded value of goodwill as of May 31, 2020 was not impaired.

As of June 30, 2020,2021, management believes that there have been no events or changes in the circumstances since May 31, 20202021 that would indicate a potential impairment of goodwill. No assurances can be given, however, that the Company will not record an impairment loss on goodwill in the future. If adverse economic conditions or the recent decreasedecreases in the Company's stock price and market capitalization as a result of the novel coronavirus of 2019 ("COVID-19") pandemic were to be deemed sustained rather then temporary, it may significantly affect the fair value of the Company's goodwill and may trigger impairment charges. Any impairment charge could have a material adverse effect on the Company's results of operations and financial condition. The recorded amount of goodwill at June 30, 20202021 and September 30, 20192020 remained unchanged at $15.13 million.

CDI represents the future economic benefit of the potential cost savings from acquiring core deposits as part of a business combination compared to the cost of alternative funding sources. CDI is amortized to non-interest expense using an accelerated method based on an estimated runoff of related deposits over a period of ten years. CDI is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life. As of June 30, 2020,2021, management believes that there have been no events or changes in the circumstances that would indicate a potential impairment of CDI.

1916


(5)(4) LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

Loans receivable at June 30, 2020 are reported net of unamortized discounts totaling $963,000.

Loans receivable by portfolio segment consisted of the following at June 30, 20202021 and September 30, 20192020 (dollars in thousands):
June 30,
2020
September 30,
2019
June 30,
2021
September 30,
2020
AmountPercentAmountPercent AmountPercentAmountPercent
Mortgage loans:Mortgage loans:    Mortgage loans:    
One- to four-family (1)One- to four-family (1)$120,514  10.7 %$132,661  13.4 %One- to four-family (1)$119,173 10.7 %$118,580 10.5 %
Multi-familyMulti-family79,468  7.0  76,036  7.7  Multi-family94,756 8.5 85,053 7.5 
CommercialCommercial455,454  40.5  419,117  42.3  Commercial458,889 41.3 453,574 40.0 
Construction - custom and owner/builderConstruction - custom and owner/builder134,709  11.9  128,848  13.0  Construction - custom and owner/builder105,484 9.5 129,572 11.4 
Construction - speculative one- to four-familyConstruction - speculative one- to four-family12,136  1.2  16,445  1.7  Construction - speculative one- to four-family18,038 1.6 14,592 1.3 
Construction - commercialConstruction - commercial33,166  2.9  39,566  4.0  Construction - commercial43,879 3.9 33,144 2.9 
Construction - multi-familyConstruction - multi-family27,449  2.4  36,263  3.6  Construction - multi-family45,624 4.1 34,476 3.0 
Construction - land developmentConstruction - land development6,132  0.5  2,404  0.2  Construction - land development4,434 0.4 7,712 0.7 
LandLand27,009  2.4  30,770  3.1  Land18,289 1.6 25,571 2.3 
Total mortgage loansTotal mortgage loans896,037  79.5  882,110  89.0  Total mortgage loans908,566 81.6 902,274 79.6 
Consumer loans:Consumer loans:    Consumer loans:    
Home equity and second mortgageHome equity and second mortgage34,405  3.0  40,190  4.1  Home equity and second mortgage31,891 2.9 32,077 2.8 
OtherOther3,552  0.3  4,312  0.4  Other2,725 0.2 3,572 0.3 
Total consumer loansTotal consumer loans37,957  3.3  44,502  4.5  Total consumer loans34,616 3.1 35,649 3.1 
Commercial loans
Commercial loans:Commercial loans:
Commercial businessCommercial business71,586 ��6.3  64,764  6.5  Commercial business72,890 6.7 69,540 6.1 
U.S. Small Business Administration ("SBA") Paycheck Protection Program ("PPP") loansU.S. Small Business Administration ("SBA") Paycheck Protection Program ("PPP") loans122,581  10.9  —  —  U.S. Small Business Administration ("SBA") Paycheck Protection Program ("PPP") loans95,633 8.6 126,820 11.2 
Total commercial business and SBA PPP loans194,167  17.2 %64,764  6.5 %
Total commercial loans Total commercial loans168,523 15.3 %196,360 17.3 
Total loans receivableTotal loans receivable1,128,161  100.0 %991,376  100.0 %Total loans receivable1,111,705 100.0 %1,134,283 100.0 %
Less:Less:    Less:    
Undisbursed portion of construction
loans in process
Undisbursed portion of construction
loans in process
95,785   92,226   Undisbursed portion of construction
loans in process
90,332  100,558  
Deferred loan origination fees, netDeferred loan origination fees, net6,723   2,798   Deferred loan origination fees, net6,339  6,436  
Allowance for loan lossesAllowance for loan losses12,894   9,690   Allowance for loan losses13,469  13,414  
115,402  104,714  
SubtotalSubtotal110,140 120,408 
Loans receivable, netLoans receivable, net$1,012,759   $886,662   Loans receivable, net$1,001,565  $1,013,875  
_______________________________________________________________________________________
(1) Does not include one- to four-family loans held for sale totaling $9,837 and $6,071 at June 30, 2020 and September 30, 2019, respectively.
(1) Does not include one- to four-family loans held for sale totaling $3,359 and $4,509 at June 30, 2021 and September 30, 2020, respectively. (1) Does not include one- to four-family loans held for sale totaling $3,359 and $4,509 at June 30, 2021 and September 30, 2020, respectively.



Loans receivable at June 30, 2021 and September 30, 2020 are reported net of unamortized discounts totaling $499,000 and $790,000, respectively.







2017




Allowance for Loan Losses

The following tables set forth information for the three and nine months ended June 30, 20202021 and 20192020 regarding activity in the allowance for loan losses by portfolio segment (dollars in thousands):
Three Months Ended June 30, 2020 Three Months Ended June 30, 2021
Beginning
Allowance
Provision for
(Recapture of) Loan Losses
Charge-
offs
RecoveriesEnding
Allowance
Beginning
Allowance
Provision for
(Recapture of) Loan Losses
Charge-
offs
RecoveriesEnding
Allowance
Mortgage loans:Mortgage loans:     Mortgage loans:     
One- to four-familyOne- to four-family$1,149  $14  $—  $—  $1,163  One- to four-family$1,151 $(9)$$$1,142 
Multi-familyMulti-family595  70  —  —  665  Multi-family784 26 810 
CommercialCommercial5,762  957  —  —  6,719  Commercial7,238 (277)6,961 
Construction – custom and owner/builderConstruction – custom and owner/builder697  110  —  —  807  Construction – custom and owner/builder695 (91)604 
Construction – speculative one- to four-familyConstruction – speculative one- to four-family204  (40) —  —  164  Construction – speculative one- to four-family148 36 184 
Construction – commercialConstruction – commercial423  (119) —  —  304  Construction – commercial714 44 758 
Construction – multi-familyConstruction – multi-family394  (76) —  —  318  Construction – multi-family323 125 448 
Construction – land developmentConstruction – land development80  27  —  —  107  Construction – land development19 12 31 
LandLand678  (41) —   642  Land407 (58)35 384 
Consumer loans:Consumer loans:    Consumer loans:    
Home equity and second mortgageHome equity and second mortgage656  (24) —  —  632  Home equity and second mortgage552 (1)551 
OtherOther78  (4) (1) —  73  Other56 56 
Commercial business loansCommercial business loans1,174  126  —  —  1,300  Commercial business loans1,347 193 1,540 
SBA PPP loans—  —  —  —  —  
TotalTotal$11,890  $1,000  $(1) $ $12,894  Total$13,434 $0 $0 $35 $13,469 
Nine Months Ended June 30, 2020 Nine Months Ended June 30, 2021
Beginning
Allowance
Provision for
(Recapture of) Loan Losses
Charge-
offs
RecoveriesEnding
Allowance
Beginning
Allowance
Provision for
(Recapture of) Loan Losses
Charge-
offs
RecoveriesEnding
Allowance
Mortgage loans:Mortgage loans:     Mortgage loans:     
One-to four-familyOne-to four-family$1,167  $(7) $—  $ $1,163  One-to four-family$1,163 $(21)$$$1,142 
Multi-familyMulti-family481  184  —  —  665  Multi-family718 92 810 
CommercialCommercial4,154  2,560  —   6,719  Commercial7,144 (183)6,961 
Construction – custom and owner/builderConstruction – custom and owner/builder755  47  —   807  Construction – custom and owner/builder832 (228)604 
Construction – speculative one- to four-familyConstruction – speculative one- to four-family212  (48) —  —  164  Construction – speculative one- to four-family158 26 184 
Construction – commercialConstruction – commercial338  (34) —  —  304  Construction – commercial420 338 758 
Construction – multi-familyConstruction – multi-family375  (57) —  —  318  Construction – multi-family238 210 448 
Construction – land developmentConstruction – land development67  40  —  —  107  Construction – land development133 (102)31 
LandLand697  (70) —  15  642  Land572 (233)45 384 
Consumer loans:Consumer loans:     Consumer loans:     
Home equity and second mortgageHome equity and second mortgage623   —  —  632  Home equity and second mortgage593 (42)551 
OtherOther99  (17) (12)  73  Other71 (18)(1)56 
Commercial business loansCommercial business loans722  593  (15) —  1,300  Commercial business loans1,372 161 (2)1,540 
SBA PPP loans—  —  —  —  —  
TotalTotal$9,690  $3,200  $(27) $31  $12,894  Total$13,414 $0 $(3)$58 $13,469 
2118


Three Months Ended June 30, 2019 Three Months Ended June 30, 2020
Beginning
Allowance
Provision for
(Recapture of) Loan Losses
Charge-
offs
RecoveriesEnding
Allowance
Beginning
Allowance
Provision for
(Recapture of) Loan Losses
Charge-
offs
RecoveriesEnding
Allowance
Mortgage loans:Mortgage loans:     Mortgage loans:     
One- to four-family One- to four-family$1,154  $(36) $—  $—  $1,118   One- to four-family$1,149 $14 $$$1,163 
Multi-family Multi-family470  (32) —  —  438 Multi-family595 70 665
Commercial Commercial4,122  (70) —  —  4,052 Commercial5,762 957 6,719
Construction – custom and owner/builder Construction – custom and owner/builder666  36  —  —  702 Construction – custom and owner/builder697 110 807
Construction – speculative one- to four-family Construction – speculative one- to four-family249  (28) —  —  221 Construction – speculative one- to four-family204 (40)164
Construction – commercial Construction – commercial384  —  —  —  384 Construction – commercial423 (119)304
Construction – multi-familyConstruction – multi-family272  95  —  —  367  Construction – multi-family394 (76)318 
Construction – land development Construction – land development244  (118) —  —  126   Construction – land development80 27 107 
Land Land649  48  (46)  656 Land678 (41)642
Consumer loans:Consumer loans:     Consumer loans:     
Home equity and second mortgage Home equity and second mortgage667  (21) (1) —  645 Home equity and second mortgage656 (24)632
Other Other112  (25) (1)  87 Other78 (4)(1)73
Commercial business loansCommercial business loans752  151  (93) 25  835Commercial business loans1,174 126 1,300
TotalTotal$9,741  $—  $(141) $31  $9,631  Total$11,890 $1,000 $(1)$5 $12,894 
Nine Months Ended June 30, 2019 Nine Months Ended June 30, 2020
Beginning
Allowance
Provision for
(Recapture of) Loan Losses
Charge-
offs
RecoveriesEnding
Allowance
Beginning
Allowance
Provision for
(Recapture of) Loan Losses
Charge-
offs
RecoveriesEnding
Allowance
Mortgage loans:Mortgage loans:     Mortgage loans:     
One-to four-family One-to four-family$1,086  $(35) $—  $67  $1,118   One-to four-family$1,167 $(7)$$$1,163 
Multi-family Multi-family433 —  —  438 Multi-family481184 665
Commercial Commercial4,248(346) —  150  4,052 Commercial4,1542,560 6,719
Construction – custom and owner/builder Construction – custom and owner/builder67131  —  —  702 Construction – custom and owner/builder75547 807
Construction – speculative one- to four-family Construction – speculative one- to four-family17843  —  —  221 Construction – speculative one- to four-family212(48)164
Construction – commercial Construction – commercial563(179) —  —  384 Construction – commercial338(34)304
Construction – multi-familyConstruction – multi-family135  232  —  —  367  Construction – multi-family375 (57)318 
Construction – land development Construction – land development49  77  —  —  126   Construction – land development67 40 107 
Land Land844(155) (46) 13  656 Land697(70)15 642
Consumer loans:Consumer loans:     Consumer loans:     
Home equity and second mortgage Home equity and second mortgage649 (5) —  645 Home equity and second mortgage623632
Other Other117(29) (4)  87 Other99(17)(12)73
Commercial business loansCommercial business loans557355  (102) 25  835Commercial business loans722593 (15)1,300
TotalTotal$9,530  $—  $(157) $258  $9,631  Total$9,690 $3,200 $(27)$31 $12,894 
2219


The following tables present information on the loans evaluated individually and collectively for impairment in the allowance for loan losses by portfolio segment at June 30, 20202021 and September 30, 20192020 (dollars in thousands):
Allowance for Loan LossesRecorded Investment in Loans Allowance for Loan LossesRecorded Investment in Loans
Individually
Evaluated for
Impairment
Collectively
Evaluated for
Impairment
TotalIndividually
Evaluated for
Impairment
Collectively
Evaluated for
Impairment
Total Individually
Evaluated for
Impairment
Collectively
Evaluated for
Impairment
TotalIndividually
Evaluated for
Impairment
Collectively
Evaluated for
Impairment
Total
June 30, 2020      
June 30, 2021June 30, 2021      
Mortgage loans:Mortgage loans:      Mortgage loans:      
One- to four-familyOne- to four-family$—  $1,163  $1,163  $1,410  $119,104  $120,514  One- to four-family$$1,142 $1,142 $411 $118,762 $119,173 
Multi-familyMulti-family—  665  665  —  79,468  79,468  Multi-family810 810 94,756 94,756 
CommercialCommercial—  6,719  6,719  3,267  452,187  455,454  Commercial6,961 6,961 2,753 456,136 458,889 
Construction – custom and owner/builderConstruction – custom and owner/builder—  807  807  —  73,011  73,011  Construction – custom and owner/builder604 604 57,309 57,309 
Construction – speculative one- to four-familyConstruction – speculative one- to four-family—  164  164  —  7,412  7,412  Construction – speculative one- to four-family184 184 9,263 9,263 
Construction – commercialConstruction – commercial—  304  304  —  19,793  19,793  Construction – commercial758 758 37,007 37,007 
Construction – multi-familyConstruction – multi-family—  318  318  —  14,430  14,430  Construction – multi-family448 448 22,397 22,397 
Construction – land developmentConstruction – land development—  107  107  —  3,161  3,161  Construction – land development31 31 1,151 1,151 
LandLand25  617  642  186  26,823  27,009  Land384 384 169 18,120 18,289 
Consumer loans:Consumer loans:     Consumer loans:     
Home equity and second mortgageHome equity and second mortgage—  632  632  586  33,819  34,405  Home equity and second mortgage551 551 545 31,346 31,891 
OtherOther—  73  73  10  3,542  3,552  Other56 56 18 2,707 2,725 
Commercial business loansCommercial business loans38  1,262  1,300  432  71,154  71,586  Commercial business loans171 1,369 1,540 513 72,377 72,890 
SBA PPP loansSBA PPP loans—  —  —  —  122,581  122,581  SBA PPP loans95,633 95,633 
TotalTotal$63  $12,831  $12,894  $5,891  $1,026,485  $1,032,376  Total$171 $13,298 $13,469 $4,409 $1,016,964 $1,021,373 
September 30, 2019      
September 30, 2020September 30, 2020      
Mortgage loans:Mortgage loans:      Mortgage loans:      
One- to four-familyOne- to four-family$—  $1,167  $1,167  $1,192  $131,469  $132,661  One- to four-family$$1,160 $1,163 $1,143 $117,437 $118,580 
Multi-familyMulti-family—  481  481  —  76,036  76,036  Multi-family718 718 85,053 85,053 
CommercialCommercial—  4,154  4,154  3,190  415,927  419,117  Commercial7,144 7,144 3,242 450,332 453,574 
Construction – custom and owner/builderConstruction – custom and owner/builder—  755  755  —  75,411  75,411  Construction – custom and owner/builder832 832 75,332 75,332 
Construction – speculative one- to four-familyConstruction – speculative one- to four-family—  212  212  —  10,779  10,779  Construction – speculative one- to four-family158 158 7,108 7,108 
Construction – commercialConstruction – commercial—  338  338  —  24,051  24,051  Construction – commercial420 420 20,927 20,927 
Construction – multi-familyConstruction – multi-family—  375  375  —  19,256  19,256  Construction – multi-family238 238 10,832 10,832 
Construction – land developmentConstruction – land development—  67  67  —  1,803  1,803  Construction – land development133 133 4,739 4,739 
LandLand27  670  697  204  30,566  30,770  Land572 572 394 25,177 25,571 
Consumer loans:Consumer loans:      Consumer loans:      
Home equity and second mortgageHome equity and second mortgage—  623  623  603  39,587  40,190  Home equity and second mortgage593 593 555 31,522 32,077 
OtherOther17  82  99  23  4,289  4,312  Other71 71 3,563 3,572 
Commercial business loansCommercial business loans128  594  722  725  64,039  64,764  Commercial business loans38 1,334 1,372 430 69,110 69,540 
SBA PPP loansSBA PPP loans126,820 126,820 
TotalTotal$172  $9,518  $9,690  $5,937  $893,213  $899,150  Total$41 $13,373 $13,414 $5,773 $1,027,952 $1,033,725 

2320


The following tables present an analysis of loans by aging category and portfolio segment at June 30, 20202021 and September 30, 20192020 (dollars in thousands):
30–59
Days
Past Due
60-89
Days
Past Due
Non-
Accrual (1)
Past Due
90 Days
or More
and Still
Accruing
Total
Past Due
CurrentTotal
Loans
30–59
Days
Past Due
60-89
Days
Past Due
Non-
Accrual (1)
Past Due
90 Days
or More
and Still
Accruing
Total
Past Due
CurrentTotal
Loans
June 30, 2020       
June 30, 2021June 30, 2021       
Mortgage loans:Mortgage loans:       Mortgage loans:       
One- to four-familyOne- to four-family$—  $—  $927  $—  $927  $119,587  $120,514  One- to four-family$$183 $411 $$594 $118,579 $119,173 
Multi-familyMulti-family—  —  —  —  —  79,468  79,468  Multi-family94,756 94,756 
CommercialCommercial—  537  875  —  1,412  454,042  455,454  Commercial509 373 882 458,007 458,889 
Construction – custom and owner/builderConstruction – custom and owner/builder—  —  —  —  —  73,011  73,011  Construction – custom and owner/builder57,309 57,309 
Construction – speculative one- to four- family—  —  —  —  —  7,412  7,412  
Construction – speculative one- to four-familyConstruction – speculative one- to four-family9,263 9,263 
Construction – commercialConstruction – commercial—  —  —  —  —  19,793  19,793  Construction – commercial37,007 37,007 
Construction – multi-familyConstruction – multi-family—  —  —  —  —  14,430  14,430  Construction – multi-family22,397 22,397 
Construction – land developmentConstruction – land development—  —  —  —  —  3,161  3,161  Construction – land development1,151 1,151 
LandLand—  —  185  —  185  26,824  27,009  Land204 169 373 17,916 18,289 
Consumer loans:Consumer loans:    Consumer loans:    
Home equity and second mortgageHome equity and second mortgage—  —  586  —  586  33,819  34,405  Home equity and second mortgage17 545 562 31,329 31,891 
OtherOther—  —  10  —  10  3,542  3,552  Other18 18 2,707 2,725 
Commercial business loansCommercial business loans—  —  432  —  432  71,154  71,586  Commercial business loans513 513 72,377 72,890 
SBA PPP loansSBA PPP loans—  —  —  —  —  122,581  122,581  SBA PPP loans95,633 95,633 
TotalTotal$—  $537  $3,015  $—  $3,552  $1,028,824  $1,032,376  Total$17 $896 $2,029 $0 $2,942 $1,018,431 $1,021,373 
September 30, 2019       
September 30, 2020September 30, 2020       
Mortgage loans:Mortgage loans:       Mortgage loans:       
One- to four-familyOne- to four-family$—  $286  $699  $—  $985  $131,676  $132,661  One- to four-family$$68 $659 $$727 $117,853 $118,580 
Multi-familyMulti-family—  —  —  —  —  76,036  76,036  Multi-family85,053 85,053 
CommercialCommercial94  218  779  —  1,091  418,026  419,117  Commercial519 858 1,377 452,197 453,574 
Construction – custom and owner/
builder
—  —  —  —  —  75,411  75,411  
Construction – speculative one- to four- family—  —  —  —  —  10,779  10,779  
Construction – custom and owner/builderConstruction – custom and owner/builder75,332 75,332 
Construction – speculative one- to four-familyConstruction – speculative one- to four-family7,108 7,108 
Construction – commercialConstruction – commercial—  —  —  —  —  24,051  24,051  Construction – commercial20,927 20,927 
Construction – multi-familyConstruction – multi-family—  —  —  —  —  19,256  19,256  Construction – multi-family10,832 10,832 
Construction – land developmentConstruction – land development—  —  —  —  —  1,803  1,803  Construction – land development38 38 4,701 4,739 
LandLand 193  204  —  402  30,368  30,770  Land144 394 538 25,033 25,571 
Consumer loans:Consumer loans:     Consumer loans:     
Home equity and second mortgageHome equity and second mortgage94  —  603  —  697  39,493  40,190  Home equity and second mortgage22 555 577 31,500 32,077 
OtherOther—  —  23  —  23  4,289  4,312  Other12 3,560 3,572 
Commercial business loansCommercial business loans—   725  —  727  64,037  64,764  Commercial business loans49 0430 0479 69,061 69,540 
SBA PPP loansSBA PPP loans126,820 126,820 
TotalTotal$193  $699  $3,033  $—  $3,925  $895,225  $899,150  Total$52 $791 $2,905 $0 $3,748 $1,029,977 $1,033,725 
______________________
(1) Includes non-accrual loans past due 90 days or more and other loans classified as non-accrual.


21



Credit Quality Indicators
The Company uses credit risk grades which reflect the Company’s assessment of a loan’s risk or loss potential.  The Company categorizes loans into risk grade categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors such as the estimated fair value of the collateral.  The Company uses the following definitions for credit risk ratings as part of the on-going monitoring of the credit quality of its loan portfolio:

Pass:  Pass loans are defined as those loans that meet acceptable quality underwriting standards.

24


Watch:  Watch loans are defined as those loans that still exhibit acceptable quality, but have some concerns that justify greater attention.  If these concerns are not corrected, a potential for further adverse categorization exists.  These concerns could relate to a specific condition peculiar to the borrower, its industry segment or the general economic environment.

Special Mention: Special mention loans are defined as those loans deemed by management to have some potential weaknesses that deserve management’s close attention.  If left uncorrected, these potential weaknesses may result in the deterioration of the payment prospects of the loan. 

Substandard:  Substandard loans are defined as those loans that are inadequately protected by the current net worth and paying capacity of the obligor, or of the collateral pledged.  Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the repayment of the debt.  If the weakness or weaknesses are not corrected, there is the distinct possibility that some loss will be sustained.

Doubtful: Loans in this classification have the weaknesses of substandard loans with the additional characteristic that the weaknesses make the collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. At both June 30, 2021 and September 30, 2020, there were no loans classified as doubtful.

Loss:  Loans in this classification are considered uncollectible and of such little value that continuance as bankable assets is not warranted.  This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this loan even though partial recovery may be realized in the future. At both June 30, 20202021 and September 30, 2019,2020, there were no loans classified as loss.

22


The following tables present an analysis of loans by credit quality indicator and portfolio segment at June 30, 20202021 and September 30, 20192020 (dollars in thousands):
Loan Grades 
June 30, 2020PassWatchSpecial
Mention
SubstandardTotal
Mortgage loans:     
One- to four-family$117,647  $1,377  $553  $937  $120,514  
Multi-family79,468  —  —  —  79,468  
Commercial445,544  7,936  572  1,402  455,454  
Construction – custom and owner/builder72,208  803  —  —  73,011  
Construction – speculative one- to four-family7,412  —  —  —  7,412  
Construction – commercial19,793  —  —  —  19,793  
Construction – multi-family14,430  —  —  —  14,430  
Construction – land development3,035  —  —  126  3,161  
Land24,713  1,527  584  185  27,009  
Consumer loans:    
Home equity and second mortgage33,867  54  —  484  34,405  
Other3,510  32  —  10  3,552  
Commercial business loans70,797  225  76  488  71,586  
SBA PPP loans122,581  —  —  —  122,581  
Total$1,015,005  $11,954  $1,785  $3,632  $1,032,376  
September 30, 2019     
Mortgage loans:    
One- to four-family$129,748  $296  $562  $2,055  $132,661  
Multi-family76,036  —  —  —  76,036  
Commercial405,165  11,944  683  1,325  419,117  
Construction – custom and owner/builder75,178  233  —  —  75,411  
Construction – speculative one- to four-family10,779  —  —  —  10,779  
Construction – commercial24,051  —  —  —  24,051  
Construction – multi-family19,256  —  —  —  19,256  
Construction – land development1,659  —  —  144  1,803  
Land28,390  952  1,217  211  30,770  
Consumer loans:    
Home equity and second mortgage39,364  41  —  785  40,190  
Other4,257  33  —  22  4,312  
Commercial business loans63,669  232  85  778  64,764  
Total$877,552  $13,731  $2,547  $5,320  $899,150  

25


Loan Grades 
June 30, 2021PassWatchSpecial
Mention
SubstandardTotal
Mortgage loans:     
One- to four-family$118,083 $132 $540 $418 $119,173 
Multi-family94,756 94,756 
Commercial440,143 10,335 7,595 816 458,889 
Construction – custom and owner/builder56,471 838 57,309 
Construction – speculative one- to four-family9,263 9,263 
Construction – commercial35,490 1,517 37,007 
Construction – multi-family22,397 22,397 
Construction – land development1,114 37 1,151 
Land16,983 567 570 169 18,289 
Consumer loans:    
Home equity and second mortgage31,193 35 663 31,891 
Other2,676 31 18 2,725 
Commercial business loans72,296 38 556 72,890 
SBA PPP loans95,633 95,633 
Total$996,498 $11,938 $10,260 $2,677 $1,021,373 
September 30, 2020     
Mortgage loans:    
One- to four-family$115,992 $1,369 $551 $668 $118,580 
Multi-family85,053 85,053 
Commercial441,037 7,712 3,447 1,378 453,574 
Construction – custom and owner/builder74,529 803 75,332 
Construction – speculative one- to four-family7,108 7,108 
Construction – commercial19,525 1,402 20,927 
Construction – multi-family10,832 10,832 
Construction – land development4,701 38 4,739 
Land23,290 1,518 370 393 25,571 
Consumer loans:    
Home equity and second mortgage31,344 53 680 32,077 
Other3,531 32 3,572 
Commercial business loans68,904 59 94 483 69,540 
SBA PPP loans126,820 126,820 
Total$1,012,666 $11,546 $5,864 $3,649 $1,033,725 

Impaired Loans
A loan is considered impaired when it is probable that the Company will be unable to collect all amounts (principal and interest) when due according to the contractual terms of the loan agreement. Smaller balance homogeneous loans, such as residential mortgage loans and consumer loans, may be collectively evaluated for impairment. When a loan has been identified as being impaired, the amount of the impairment is measured by using discounted cash flows, except when, as an alternative, the current estimated fair value of the collateral (reduced by estimated costs to sell, if applicable) or observable market price is used. The valuation of real estate collateral is subjective in nature and may be adjusted in future periods because of changes in economic conditions.  Management considers third-party appraisals, as well as independent fair market value assessments from realtors or persons involved in selling real estate, in determining the estimated fair value of particular properties.  In addition, as certain of these third-party appraisals and independent fair market value assessments are only updated periodically, changes in the values of specific properties may have occurred subsequent to the most recent appraisals.  Accordingly, the amounts of any such potential changes and any related adjustments are generally recorded at the time that such information is received. When the estimated net realizable value of the impaired loan is less than the recorded investment in the loan (including accrued interest and net deferred loan origination fees or costs), impairment is recognized by creating or adjusting an allocation of the allowance for loan losses, and uncollected accrued interest is reversed against interest income. If ultimate collection of principal is in doubt, all cash receipts on impaired loans are applied to reduce the principal balance.

The categories of non-accrual loans and impaired loans overlap, although they are not identical.  
2623


The following table is a summary of information related to impaired loans by portfolio segment as of June 30, 20202021 and for the three and nine months then ended (dollars in thousands):
Recorded
Investment
Unpaid Principal Balance (Loan Balance Plus Charge Off)Related
Allowance
Quarter to Date ("QTD") Average Recorded Investment (1)Year to Date ("YTD") Average Recorded Investment (2)QTD Interest Income Recognized (1)YTD Interest Income Recognized (2)QTD Cash Basis Interest Income Recognized (1)YTD Cash Basis Interest Income Recognized (2)Recorded
Investment
Unpaid Principal Balance (Loan Balance Plus Charge Off)Related
Allowance
Quarter to Date ("QTD") Average Recorded Investment (1)Year to Date ("YTD") Average Recorded Investment (2)QTD Interest Income Recognized (1)YTD Interest Income Recognized (2)QTD Cash Basis Interest Income Recognized (1)YTD Cash Basis Interest Income Recognized (2)
With no related allowance recorded:With no related allowance recorded:   With no related allowance recorded:   
Mortgage loans:Mortgage loans:   Mortgage loans:   
One- to four-familyOne- to four-family$1,411  $1,454  $—  $1,176  $1,244  $15  $36  $ $25  One- to four-family$411 $454 $— $653 $717 $$50 $$45 
CommercialCommercial3,267  3,267  —  3,303  3,234  41  92  32  74  Commercial2,753 2,753 — 2,891 3,013 39 120 32 95 
LandLand53  103  —  55  58  —  —  —  —  Land169 169 — 171 285 
Consumer loans:Consumer loans: Consumer loans: 
Home equity and second mortgageHome equity and second mortgage586  586  —  584  588  —  —  —  —  Home equity and second mortgage545 545 — 542 561 
OtherOther10  10  —  11   —  —  —  —  Other17 17 — 13 11 
Commercial business loansCommercial business loans184  184  —  164  175  —  —  —  —  Commercial business loans220 222 — 227 209 
SubtotalSubtotal5,511  5,604  —  5,293  5,304  56  128  39  99  Subtotal4,115 4,160 — 4,497 4,796 49 173 42 143 
With an allowance recorded:With an allowance recorded:   With an allowance recorded:   
Mortgage loans:Mortgage loans:   Mortgage loans:   
One- to four-familyOne- to four-family—  —  —  243  121  —  — ��—  —  One- to four-family121 
Land132  132  25  134  137  —  —  —  —  
Consumer loans:
Other —  —  —  —   —  —  —  —  
Commercial business loansCommercial business loans248  248  38  324  400  —  —  —  —  Commercial business loans294 294 171 295 283 
SubtotalSubtotal380  380  63  701  667  —  —  —  —  Subtotal294 294 171 295 404 — 
Total:Total:   Total:   
Mortgage loans:Mortgage loans:   Mortgage loans:   
One- to four-familyOne- to four-family1,411  1,454  —  1,419  1,365  15  36   25  One- to four-family411 454 653 838 50 45 
CommercialCommercial3,267  3,267  —  3,303  3,234  41  92  32  74  Commercial2,753 2,753 2,891 3,013 39 120 32 95 
LandLand185  235  25  189  195  —  —  —  —  Land169 169 171 285 
Consumer loans:Consumer loans:Consumer loans:
Home equity and second mortgageHome equity and second mortgage586  586  —  584  588  —  —  —  —  Home equity and second mortgage545 545 542 561 
OtherOther10  10  —  11  14  —  —  —  —  Other17 17 13 11 
Commercial business loansCommercial business loans432  432  38  488  575  —  —  —  —  Commercial business loans514 516 171 521 492 
TotalTotal$5,891  $5,984  $63  $5,994  $5,971  $56  $128  $39  $99  Total$4,409 $4,454 $171 $4,791 $5,200 $49 $173 $42 $143 

(1)For the three months ended June 30, 2020.2021.
(2)For the nine months ended June 30, 2020.2021.


2724


The following table is a summary of information related to impaired loans by portfolio segment as of and for the year ended September 30, 20192020 (dollars in thousands):
Recorded
Investment
Unpaid Principal Balance (Loan Balance Plus Charge Off)Related
Allowance
YTD
Average
Recorded
Investment (1)
YTD Interest
Income
Recognized
(1)
YTD Cash Basis Interest Income Recognized (1)Recorded
Investment
Unpaid Principal Balance (Loan Balance Plus Charge Off)Related
Allowance
YTD
Average
Recorded
Investment (1)
YTD Interest
Income
Recognized
(1)
YTD Cash Basis Interest Income Recognized (1)
With no related allowance recorded:With no related allowance recorded:      With no related allowance recorded:      
Mortgage loans:Mortgage loans:      Mortgage loans:      
One- to four-familyOne- to four-family$1,192  $1,236  $—  $1,110  $71  $62  One- to four-family$659 $703 $— $1,127 $44 $34 
CommercialCommercial3,190  3,190  —  2,920  227  192  Commercial3,242 3,242 — 3,236 133 107 
LandLand63  126  —  100    Land394 438 — 125 
Consumer loans:Consumer loans:      Consumer loans:      
Home equity and second mortgageHome equity and second mortgage603  603  —  459  —  —  Home equity and second mortgage555 555 — 581 
OtherOther— 
Commercial business loansCommercial business loans189  291  —  142  30  30  Commercial business loans182 182 — 176 
SubtotalSubtotal5,237  5,446  —  4,731  331  287  Subtotal5,041 5,129 — 5,251 177 141 
With an allowance recorded:With an allowance recorded:      With an allowance recorded:      
Mortgage loans:Mortgage loans:      Mortgage loans:      
One- to four-familyOne- to four-family484 484 194 16 
LandLand141  141  27  246  —  —  Land110 
Consumer loans:Consumer loans:      Consumer loans:      
OtherOther23  23  17  10  —  —  Other
Commercial business loansCommercial business loans536  536  128  350  30  30  Commercial business loans248 248 38 370 
SubtotalSubtotal700  700  172  606  30  30  Subtotal732 732 41 681 16 
TotalTotal      Total      
Mortgage loans:Mortgage loans:      Mortgage loans:      
One- to four-familyOne- to four-family1,192  1,236  —  1,110  71  62  One- to four-family1,143 1,187 1,321 60 42 
CommercialCommercial3,190  3,190  —  2,920  227  192  Commercial3,242 3,242 3,236 133 107 
LandLand204  267  27  346    Land394 438 235 
Consumer loans:Consumer loans:      Consumer loans:      
Home equity and second mortgageHome equity and second mortgage603  603  —  459  —  —  Home equity and second mortgage555 555 581 
OtherOther23  23  17  10  —  —  Other13 
Commercial business loansCommercial business loans725  827  128  492  60  60  Commercial business loans430 430 38 546 
TotalTotal$5,937  $6,146  $172  $5,337  $361  $317  Total$5,773 $5,861 $41 $5,932 $193 $149 

(1) For the year ended September 30, 2019.2020.

A troubled debt restructured loan ("TDR") is a loan for which the Company, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider.  Examples of such concessions include, but are not limited to: a reduction in the stated interest rate; an extension of the maturity at an interest rate below current market rates; a reduction in the face amount of the debt; a reduction in the accrued interest; or re-amortizations, extensions, deferrals and renewals.  TDRs are considered impaired and are individually evaluated for impairment.  TDRs are classified as non-accrual (and considered to be non-performing) unless they have been performing in accordance with modified terms for a period of at least six months. The Company had $3.08$2.57 million and $3.27$3.07 million in TDRs included in impaired loans at June 30, 20202021 and September 30, 2019,2020, respectively, and had 0 commitments at these dates to lend additional funds on these loans.  TheThere was 0 allowance for loan losses allocated to TDRs at June 30, 20202021, and, at September 30, 20192020, there was $25,000 and $56,000, respectively.$3,000 in allowance for loan losses allocated to TDRs. There were no TDRs for which there was a payment default within the first 12 months of the modification during the threenine months ended June 30, 2020.2021.

25


The Coronavirus Aid, Relief, and Economic Security Act of 2020 signed into law on March 27, 2020 ("CARES Act") 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., six months) modifications such as payment deferrals, fee waivers,
28


extensions of repayment terms, or other delays in payment that are insignificant. Borrowers are considered current under the CARES Act and related regulatory guidance if they are less than 30 days past due on their contractual payments at the time a modification program is implemented. AsOn December 27, 2020, the Consolidated Appropriations Act, 2021 ("CAA 2021") was signed into law. Among other purposes, this act provides coronavirus emergency response and relief, including extending relief offered under the CARES Act related to restructured loans as a result of COVID-19 through January 1, 2022 or 60 days after the end of the the national emergency declared by the President, whichever is earlier.

In response to requests from borrowers, the Company made payment deferral modifications (typically 90-day payment deferrals with interest continuing to accrue or scheduled to be paid monthly) on a number of loans. Nearly all of these borrowers had resumed making payments as of June 30, 2020, the Company had approved2021, and as of that date, only one loan with a balance of $1.70 million remained on deferral status under a COVID-19 pandemic related loan modifications for 209 loans aggregating to $135.83 million, or 13.2% of loans receivable.modification forbearance agreement. Loan modifications in accordance with the CARES Act and related regulatory guidance are still subject to an evaluation in regard to determining whether or not a loan is deemed to be impaired. See Note 1110 - Recent Accounting Pronouncements.

The following table setstables set forth information with respect to total COVID-19 loan modifications, on deferral status, as of June 30, 2021 and September 30, 2020 (dollars in thousands):

COVID-19 Loan Modifications
Mortgage loansCountBalancePercent
     One- to four-family15$6,760  5.0 %
     Multi-family32,900  2.1  
     Commercial114105,680  77.8  
     Construction22,924  2.2  
     Land72,996  2.2  
          Total mortgage loans141121,260  89.3  
Consumer loans
     Home equity and second mortgage63070.2  
     Other4750.1  
          Total consumer loans103820.3  
Commercial loans5814,191  10.4  
Total COVID-19 Modifications209$135,833  100.0 %
COVID-19 Loan ModificationsJune 30, 2021
Mortgage loansCountBalancePercent
     Commercial1$1,703 100.0 %
          Total mortgage loans11,703 100.0 
Total COVID-19 Modifications1$1,703 100.0 %


COVID-19 Loan ModificationsSeptember 30, 2020
Mortgage loansNumberBalancePercent
     One- to four-family1$467 8.0 %
     Commercial23,951 67.2 
     Construction11,402 23.9 
          Total mortgage loans45,820 99.1 
Consumer loans
     Home equity and second mortgage1500.9 
          Total consumer loans1500.9 
Total COVID-19 Modifications5$5,870 100.0 %












26


The following tables set forth information with respect to the Company’s TDRs by interest accrual status as of June 30, 20202021 and September 30, 20192020 (dollars in thousands):
 June 30, 2020
 AccruingNon-
Accrual
Total
Mortgage loans:   
One- to four-family$484  $—  $484  
Commercial2,392  —  2,392  
Land—  132  132  
Consumer loans:   
   Home equity and second mortgage—  75  75  
Total$2,876  $207  $3,083  

29
 June 30, 2021
 AccruingNon-
Accrual
Total
Mortgage loans:   
Commercial$2,380 $$2,380 
Land121 121 
Consumer loans:   
   Home equity and second mortgage66 66 
Total$2,380 $187 $2,567 


 September 30, 2020
 AccruingNon-
Accrual
Total
Mortgage loans:   
One- to four-family$483 $$483 
Commercial2,385 2,385 
Land130 130 
Consumer loans:   
   Home equity and second mortgage73 73 
Total$2,868 $203 $3,071 
 September 30, 2019
 AccruingNon-
Accrual
Total
Mortgage loans:   
One- to four-family$493  $141  $634  
Commercial2,410  —  2,410  
Consumer loans:   
   Home equity and second mortgage—  82  82  
Commercial business loans—  143  143  
Total$2,903  $366  $3,269  


There were no new TDRs during the nine months ended June 30, 2020.

There was one new TDR2021 or during the year ended September 30, 2019. The following table sets forth information with respect to the Company's TDRs, by portfolio segment, during the year ended September 30, 2019 (dollars in thousands):2020.
2019Number of
Contracts
Pre-Modification
Outstanding
Recorded
Investment
Post- Modification
Outstanding
Recorded
Investment
End of
Period
Balance
Home equity and second mortgage loan (1)1$85  $85  $82  
Total1$85  $85  $82  
(1) Modification was a result of a reduction in interest rate and monthly payment.





3027


(6)(5) LEASES

The Company adopted the Financial Accounting Standard Board's ("FASB's") Accounting Standards Codification ("ASC") 842,Leases ("ASC 842") on October 1, 2019 and began recording operating lease liabilities and operating lease ROU assets onin the consolidated balance sheets. The Company has operating leases for three retail bank branch offices. The ROU assets totaled $2.89 million at October 1, 2019. The Company's leases have remaining lease terms of twelvesixteen months to eleven years, some of which include options to extend the leases for up to five years.

The components of lease cost (included in the premises and equipment expense category in the consolidated statements of income) are as follows for the three and nine months ended June 30, 2021 and 2020 (dollars in thousands):
Three Months Ended June 30, 2020Nine Months Ended June 30, 2020Three Months Ended June 30, 2021Nine Months Ended June 30, 2021
Lease cost:Lease cost:Lease cost:
Operating lease costOperating lease cost$118  $284  Operating lease cost$92 $277
Short-term lease costShort-term lease cost—  —  Short-term lease cost00
Total lease costTotal lease cost$118  284  Total lease cost$92 $277 
Three Months Ended June 30, 2020Nine Months Ended June 30, 2020
Lease cost:Lease cost:
Operating lease costOperating lease cost$118$284
Short-term lease costShort-term lease cost00
Total lease costTotal lease cost$118 $284 

The following table provides supplemental information to operating leases at or for the three and nine months ended June 30, 2021 and 2020 (dollars in thousands):
At or For the Three Months Ended June 30, 2020At or For the Nine Months Ended June 30, 2020At or For Three Months Ended June 30, 2021At or For Nine Months Ended June 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leasesOperating cash flows from operating leases$80  $239  Operating cash flows from operating leases$80 $240 
Weighted average remaining lease term-operating leasesWeighted average remaining lease term-operating leases9.5years9.5yearsWeighted average remaining lease term-operating leases8.6years8.6years
Weighted average discount rate-operating leasesWeighted average discount rate-operating leases2.22 %2.22 %Weighted average discount rate-operating leases2.23 %2.23 %
At or For Three Months Ended June 30, 2020At or For Nine Months Ended June 30, 2020
Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leasesOperating cash flows from operating leases$80 $239 
Weighted average remaining lease term-operating leasesWeighted average remaining lease term-operating leases9.5years9.5years
Weighted average discount rate-operating leasesWeighted average discount rate-operating leases2.22 %2.22 %

The Company's leases typically do not contain a discount rate implicit in the lease contract.contracts. As an alternative, the weighted average discount rate used to value the future value of lease payments due in calculating the value of the ROU asset and lease liability was determined by utilizing the September 30, 2019 fixed-rate advances issued by the FHLB, for all leases entered into prior to the October 1, 2019 adoption date.





28


Maturities of operating lease liabilities at June 30, 20202021 for future fiscal years are as follows (dollars in thousands):
Remainder of 2020$80  
2021327  
Remainder of 2021Remainder of 2021$86 
20222022342  2022342 
20232023310  2023310 
20242024313  2024313 
20252025317 
ThereafterThereafter1,639  Thereafter1,322 
Total lease paymentsTotal lease payments3,011  Total lease payments2,690 
Less imputed interestLess imputed interest316  Less imputed interest258 
TotalTotal$2,695  Total$2,432 





31


(7)(6) NET INCOME PER COMMON SHARE

Basic net income per common share is computed by dividing net income to common shareholders by the weighted average number of common shares outstanding during the period without considering any dilutive items.  Diluted net income per common share is computed by dividing net income to common shareholders by the weighted average number of common shares and common stock equivalents for items that are dilutive, net of shares assumed to be repurchased using the treasury stock method at the average share price for the Company’s common stock during the period.  Common stock equivalents arise from the assumed conversion of outstanding stock options to purchase common stock.  Shares owned by the Bank’s ESOP that had not been allocated were not considered to be outstanding for the purpose of computing basic and diluted net income per common share. At June 30, 2020 and June 30, 2019, all shares had been allocated under the Bank's ESOP.

Information regarding the calculation of basic and diluted net income per common share for the three and nine months ended June 30, 20202021 and 20192020 is as follows (dollars in thousands, except per share amounts):
Three Months Ended June 30,Nine Months Ended June 30, Three Months Ended June 30,Nine Months Ended June 30,
20202019202020192021202020212020
  
Basic net income per common share computationBasic net income per common share computation  
Numerator – net incomeNumerator – net income$6,211  $5,956  $17,912  $17,685  Numerator – net income$7,024 $6,211 $21,565 $17,912 
Denominator – weighted average common shares outstandingDenominator – weighted average common shares outstanding8,309,947  8,338,637  8,331,908  8,313,913  Denominator – weighted average common shares outstanding8,365,350 8,309,947 8,336,590 8,331,908 
Basic net income per common shareBasic net income per common share$0.75  $0.71  $2.15  $2.13  Basic net income per common share$0.84 $0.75 $2.59 $2.15 
Diluted net income per common share computationDiluted net income per common share computation  Diluted net income per common share computation  
Numerator – net incomeNumerator – net income$6,211  $5,956  $17,912  $17,685  Numerator – net income$7,024 $6,211 $21,565 $17,912 
Denominator – weighted average common shares outstandingDenominator – weighted average common shares outstanding8,309,947  8,338,637  8,331,908  8,313,913  Denominator – weighted average common shares outstanding8,365,350 8,309,947 8,336,590 8,331,908 
Effect of dilutive stock options (1)Effect of dilutive stock options (1)69,036  143,723  105,122  154,299  Effect of dilutive stock options (1)100,043 69,036 104,271 105,122 
Weighted average common shares outstanding - assuming dilutionWeighted average common shares outstanding - assuming dilution8,378,983  8,482,360  8,437,030  8,468,212  Weighted average common shares outstanding - assuming dilution8,465,393 8,378,983 8,440,861 8,437,030 
Diluted net income per common shareDiluted net income per common share$0.74  $0.70  $2.12  $2.09  Diluted net income per common share$0.83 $0.74 $2.55 $2.12 

(1) For the three and nine months ended June 30, 2020,2021, average options to purchase 135,212134,365 and 126,052135,876 shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per share, because their effect would have been anti-dilutive. For the three and nine months ended June 30, 2019,2020, average options to purchase 102,050135,212 and 102,353126,052 shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per shareshares, because their effect would have been anti-dilutive.




3229


(8)(7) ACCUMULATED OTHER COMPREHENSIVE LOSSINCOME (LOSS)

The changes in accumulated other comprehensive lossincome (loss) ("AOCI") by component during the three and nine months ended June 30, 20202021 and 20192020 are as follows (dollars in thousands):
Three Months Ended June 30, 2020Three Months Ended June 30, 2021
Changes in fair value of available for sale securities (1)Changes in OTTI on held to maturity securities (1)Total (1)Changes in fair value of available for sale securities (1)Changes in OTTI on held to maturity securities (1)Total (1)
Balance of AOCI at the beginning of periodBalance of AOCI at the beginning of period$(151) $(28) $(179) Balance of AOCI at the beginning of period$144 $(23)$121 
Other comprehensive (loss) income154   155  
Other comprehensive incomeOther comprehensive income
Balance of AOCI at the end of periodBalance of AOCI at the end of period$ $(27) $(24) Balance of AOCI at the end of period$145 $(16)$129 
Nine Months Ended June 30, 2020Nine Months Ended June 30, 2021
Changes in fair value of available for sale securities (1)Changes in OTTI on held to maturity securities (1)Total (1)Changes in fair value of available for sale securities (1)Changes in OTTI on held to maturity securities (1)Total (1)
Balance of AOCI at the beginning of periodBalance of AOCI at the beginning of period$90  $(40) $50  Balance of AOCI at the beginning of period$87 $(26)$61 
Other comprehensive (loss) income(87) 13  (74) 
Other comprehensive incomeOther comprehensive income58 10 68 
Balance of AOCI at the end of periodBalance of AOCI at the end of period$ $(27) $(24) Balance of AOCI at the end of period$145 $(16)$129 
Three Months Ended June 30, 2019Three Months Ended June 30, 2020
Changes in fair value of available for sale securities (1)Changes in OTTI on held to maturity securities (1)Total (1)Changes in fair value of available for sale securities (1)Changes in OTTI on held to maturity securities (1)Total (1)
Balance of AOCI at the beginning of periodBalance of AOCI at the beginning of period$ $(48) $(45) Balance of AOCI at the beginning of period$(151)$(28)$(179)
Other comprehensive (loss) income  12  
Other comprehensive incomeOther comprehensive income154 155 
Balance of AOCI at the end of periodBalance of AOCI at the end of period$12  $(45) $(33) Balance of AOCI at the end of period$3 $(27)$(24)
Nine Months Ended June 30, 2019Nine Months Ended June 30, 2020
Changes in fair value of available for sale securities (1)Changes in OTTI on held to maturity securities (1)Total (1)Changes in fair value of available for sale securities (1)Changes in OTTI on held to maturity securities (1)Total (1)
Balance of AOCI at the beginning of periodBalance of AOCI at the beginning of period$(58) $(71) $(129) Balance of AOCI at the beginning of period$90 $(40)$50 
Other comprehensive (loss) incomeOther comprehensive (loss) income 26  33  Other comprehensive (loss) income(87)13 (74)
Adoption of ASU 2016-0163  $—  63  
Balance of AOCI at the end of periodBalance of AOCI at the end of period$12  $(45) $(33) Balance of AOCI at the end of period$3 $(27)$(24)
__________________________
(1) All amounts are net of income taxes.


(9)(8) STOCK COMPENSATION PLANS

Under the Company’s 2003 Stock Option Plan, the Company was able to grant options for up to 300,000 shares of common stock to employees, officers, directors and directors emeriti.  Under the Company's 2014 Equity Incentive Plan, the Company is able to grant options and awards of restricted stock (with or without performance measures) for up to 352,366 shares of common stock to employees, officers, directors and directors emeriti. Under the Company's 2019 Equity Incentive Plan, which
33


was approved by shareholders on January 28, 2020, the Company is able to grant options and awards or restricted stock (with or
30


without performance measures) for up to 350,000 shares of common stock, of which 300,000 shares are reserved to be awarded to employees, including officers, and 50,000 shares are reserved to be awarded to directors and directors emeriti.  Shares issued may be purchased in the open market or may be issued from authorized and unissued shares.  The exercise price of each option equals the fair market value of the Company’s common stock on the date of grant. Generally, options and restricted stock vest in 20% annual installments on each of the five anniversaries from the date of the grant, and options generally have a maximum contractual term of ten years from the date of grant. At June 30, 2020,2021, there were 38,12629,926 shares of common stock available which may be awarded as options or restricted stock pursuant to future grant under the 2014 Equity Incentive Plan. At June 30, 2020,2021, there were 350,000298,500 shares of common stock available which may be awarded as options or restricted stock pursuant to future grant under the 2019 Equity Incentive Plan.

At both June 30, 20202021 and 2019,2020, there were 0no unvested restricted stock awards. There were 0no restricted stock grants awarded during the nine months ended June 30, , 20202021 and 2019.2020.

Stock option activity for the nine months ended June 30, 20202021 and 20192020 is summarized as follows:
Nine Months Ended June 30, 2020Nine Months Ended June 30, 2019 Nine Months Ended June 30, 2021Nine Months Ended June 30, 2020
 Number of SharesWeighted
Average
Exercise
Price
 Number of SharesWeighted
Average
Exercise
Price
 Number of SharesWeighted
Average
Exercise
Price
 Number of SharesWeighted
Average
Exercise
Price
Options outstanding, beginning of periodOptions outstanding, beginning of period378,304  $18.15  380,820  $16.03  Options outstanding, beginning of period395,349 $18.45 378,304 $18.15 
ExercisedExercised(37,975) 10.31  (37,756) 9.00  Exercised(62,764)9.82 (37,975)10.31 
GrantedGranted1,000  26.50  —  —  Granted1,500 19.13 1,000 26.50 
ForfeitedForfeited(9,050) 25.10  (3,900) 18.63  Forfeited(5,270)26.91 (9,050)25.10 
Options outstanding, end of periodOptions outstanding, end of period332,279  $18.88  339,164  $16.79  Options outstanding, end of period328,815 $19.96 332,279 $18.88 

The fair value of stock options is determined using the Black-Scholes valuation model.

The weighted average assumptions for options granted during the nine months ended June 30, 20202021 were as follows:
Expected volatility2933 %
Expected life (in years)5
Expected dividend yield3.364.76 %
Risk free interest rate1.610.38 %
Grant date fair value per share$4.983.26 

The aggregate intrinsic value of options exercised during the nine months ended June 30, 2021 and 2020 was $1.12 million and 2019$640,000, respectively.

At June 30, 2021, there were 157,892 unvested options with an aggregate grant date fair value of $564,000, all of which the Company assumes will vest. The aggregate intrinsic value of unvested options at June 30, 2021 was $640,000 and $751,000, respectively.$928,000.  There were 200 options vested during the nine months ended June 30, 2021 with a total fair value of $1,000.

At June 30, 2020, there were 141,570 unvested options with an aggregate grant date fair value of $559,000, all of which the Company assumes will vest. The aggregate intrinsic value of unvested options at June 30, 2020 was $118,000.$559,000. There were 13,100 options that vested during the nine months ended June 30, 2020.

At June 30, 2019, there were 155,750 unvested options with an aggregate grant date fair value of $485,000. There were 37,300 options with an aggregate grant date fair value of $88,000 that vested during the nine months ended June 30, 2019.
3431


Additional information regarding options outstanding at June 30, 20202021 is as follows:
 Options OutstandingOptions Exercisable
Range of
Exercise
Prices ($)
NumberWeighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
NumberWeighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
$ 4.01 - 4.551,000  $4.01  1.41,000  $4.01  1.4
   5.86 - 6.0019,100  5.97  2.319,100  5.97  2.3
   9.0037,425  9.00  3.337,425  9.00  3.3
 10.26 - 10.7189,464  10.59  4.880,414  10.58  4.8
 15.6742,800  15.67  6.323,000  15.67  6.3
 26.50 - 27.1446,640  27.13  9.3—  N/AN/A
 29.6953,000  29.69  7.321,200  29.69  7.3
 31.8042,850  31.80  8.38,570  31.80  8.3
 332,279  $18.88  6.1190,709  $13.46  4.8

 Options OutstandingOptions Exercisable
Range of
Exercise
Prices ($)
NumberWeighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
NumberWeighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
$5.86-6.004,000 $5.93 1.34,000 $5.93 1.3
  9.0027,000 9.00 2.327,000 9.00 2.3
10.26-10.7160,575 10.57 3.760,575 10.57 3.7
15.67-19.13103,000 16.50 7.924,400 16.50 5.3
26.50-27.1443,990 27.13 8.38,798 27.13 8.3
29.6950,250 29.69 6.330,150 29.69 6.3
31.8040,000 31.80 7.316,000 31.80 7.3
 328,815 $19.96 6.3170,923 $17.15 4.7

The aggregate intrinsic value of options outstanding at June 30, 2021 and 2020 and 2019 was $1.38$2.91 million and $4.531.38 million, respectively.

As of June 30, 2020,2021, unrecognized compensation cost related to unvested stock options was $466,000,$461,000, which is expected to be recognized over a weighted average life of 2.152.03 years.


(10)(9) FAIR VALUE MEASUREMENTS

Fair value is defined under GAAP as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of three levels. These levels are:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2: Significant observable inputs other than quoted prices included within Level 1, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability based on the best information available in the circumstances.

The Company's assets measured at fair value on a recurring basis consist of investment securities available for sale and investments in equity securities. The estimated fair values of MBS are based upon market prices of similar securities or observable inputs (Level 2). The estimated fair values of mutual funds are based upon quoted market prices (Level 1).

The Company had no liabilities measured at fair value on a recurring basis at both June 30, 20202021 and September 30, 2019.2020. The Company's assets measured at estimated fair value on a recurring basis at June 30, 20202021 and September 30, 20192020 were as follows (dollars in thousands):
3532


June 30, 2020Estimated Fair Value 
June 30, 2021June 30, 2021Estimated Fair Value 
Level 1Level 2Level 3Total Level 1Level 2Level 3Total
Available for sale investment securitiesAvailable for sale investment securities    Available for sale investment securities    
MBS: U.S. government agencies MBS: U.S. government agencies$—  $41,914  $—  $41,914   MBS: U.S. government agencies$$67,491 $$67,491 
Investments in equity securitiesInvestments in equity securitiesInvestments in equity securities
Mutual funds Mutual funds977  —  —  977   Mutual funds960 960 
TotalTotal$977  $41,914  $—  $42,891  Total$960 $67,491 $$68,451 
September 30, 2019Estimated Fair Value 
September 30, 2020September 30, 2020Estimated Fair Value 
Level 1Level 2Level 3Total Level 1Level 2Level 3Total
Available for sale investment securitiesAvailable for sale investment securities    Available for sale investment securities    
MBS: U.S. government agencies MBS: U.S. government agencies$—  $22,532  $—  $22,532   MBS: U.S. government agencies$$57,907 $$57,907 
Investments in equity securitiesInvestments in equity securitiesInvestments in equity securities
Mutual funds Mutual funds958  —  —  958   Mutual funds977 977 
TotalTotal$958  $22,532  $—  $23,490  Total$977 $57,907 $0 $58,884 

There were no transfers among Level 1, Level 2 and Level 3 during the nine months ended June 30, 20202021 and the year ended September 30, 2019.2020.

The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a non-recurring basis in accordance with GAAP.  These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period.

The Company uses the following methods and significant assumptions to estimate fair value on a non-recurring basis:

Impaired Loans: The estimated fair value of impaired loans is calculated using the collateral value method or on a discounted cash flow basis.  The specific reserve for collateral dependent impaired loans is based on the estimated fair value of the collateral less estimated costs to sell, if applicable.  In some cases, adjustments are made to the appraised values due to various factors including age of the appraisal, age of comparables included in the appraisal and known changes in the market and in the collateral. Such adjustments may be significant and typically result in a Level 3 classification of the inputs for determining fair value. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Investment Securities Held to Maturity: The estimated fair value of investment securities held to maturity is based upon the assumptions market participants would use in pricing the investment security.  Such assumptions include quoted market prices (Level 1), market prices of similar securities or observable inputs (Level 2) and unobservable inputs such as dealer quotes, discounted cash flows or similar techniques (Level 3).

OREO and Other Repossessed Assets, net:  OREO and other repossessed assets are recorded at estimated fair value less estimated costs to sell.  Estimated fair value is generally determined by management based on a number of factors, including third-party appraisals of estimated fair value in an orderly sale.  Estimated costs to sell are based on standard market factors.  The valuation of OREO and other repossessed assets is subject to significant external and internal judgment (Level 3).












36


The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at June 30, 20202021 (dollars in thousands):
Estimated Fair Value
Level 1Level 2Level 3
Impaired loans:
Mortgage loans:
Land$— $— $107 
Consumer loans:
  Commercial business loans— — 210 
Total impaired loans— — 317 
OREO and other repossessed assets— — 1,466 
Total$— $— $1,783 
33


 Estimated Fair Value
 Level 1Level 2Level 3
Impaired loans:   
  Commercial business loans$$$123 
Total impaired loans123 
Investment securities – held to maturity:   
MBS - private label residential
OREO and other repossessed assets157 
Total$0 $9 $280 

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis as of June 30, 2021 (dollars in thousands):
 Estimated
Fair Value
 Valuation
Technique(s)
 Unobservable Input(s) Range
Impaired loans$123 Market approachAppraised value less estimated selling costsNA
OREO and other repossessed assets$157 Market approachLower of appraised value or listing price less estimated selling costsNA

The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at September 30, 2020 (dollars in thousands):
 Estimated Fair Value
 Level 1Level 2Level 3
Impaired loans:   
Mortgage loans:   
One- to four-family$$$481 
  Commercial business loans210 
Total impaired loans691 
Investment securities – held to maturity:   
MBS - private label residential
OREO and other repossessed assets1,050 
Total$0 $8 $1,741 

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis as of September 30, 2020 (dollars in thousands):
  Estimated
Fair Value
 Valuation
Technique(s)
 Unobservable Input(s) Range
Impaired loans$317691 Market approachAppraised value less estimated selling costsNA
OREO and other repossessed assets$1,4661,050 Market approachLower of appraised value or listing price less estimated selling costsNA

The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at September 30, 2019 (dollars in thousands):
 Estimated Fair Value
 Level 1Level 2Level 3
Impaired loans:   
Mortgage loans:   
Land$—  $—  $114  
Consumer loans:   
Other—  —   
  Commercial business loans—  —  408  
Total impaired loans—  —  528  
Investment securities – held to maturity:   
MBS - private label residential—   —  
OREO and other repossessed assets—  —  1,683  
Total$—  $ $2,211  

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis as of September 30, 2019 (dollars in thousands):
 Estimated
Fair Value
 Valuation
Technique(s)
 Unobservable Input(s) Range
Impaired loans$528 Market approachAppraised value less estimated selling costsNA
OREO and other repossessed assets$1,683 Market approachLower of appraised value or listing price less estimated selling costsNA

GAAP requires disclosure of estimated fair values for certain financial instruments. Such estimates are subjective in nature, and significant judgment is required regarding the risk characteristics of various financial instruments at a discrete point in time. Therefore, such estimates could vary significantly if assumptions regarding uncertain factors were to change. In addition, as the Company normally intends to hold the majority of its financial instruments until maturity, it does not expect to realize many of
37


the estimated amounts disclosed. The disclosures also do not include estimated fair value amounts for certain items which are not defined as financial instruments but for which may have significant value. The Company does not believe that it would be practicable to estimate a representedrepresentative fair value for these types of items as of June 30, 20202021 and September 30, 2019.2020. Because GAAP excludes certain items from fair value disclosure requirements, any aggregation of the fair value amounts presented would not represent the underlying value of the Company. Additionally, in accordance with ASU No. 2016-01, which the Company adopted on October 1, 2018 on a prospective basis,GAAP, the Company uses the exit price notion in calculating the fair values of financial instruments not measured at fair value on a recurring basis.
34



The recorded amounts and estimated fair values of financial instruments were as follows as of June 30, 20202021 and September 30, 20192020 (dollars in thousands):
June 30, 2020 June 30, 2021
 Fair Value Measurements Using:  Fair Value Measurements Using:
Recorded
Amount
 Estimated Fair Value 
Level 1
 
Level 2
 
Level 3
Recorded
Amount
 Estimated Fair Value 
Level 1
 
Level 2
 
Level 3
Financial assetsFinancial assets     Financial assets     
Cash and cash equivalentsCash and cash equivalents$271,644  $271,644  $271,644  $—  $—  Cash and cash equivalents$503,726 $503,726 $503,726 $$
CDs held for investmentCDs held for investment72,014  72,014  72,014  —  —  CDs held for investment31,218 31,218 31,218 
Investment securitiesInvestment securities72,574  74,520  —  74,520  —  Investment securities119,805 121,087 18,816 102,271 
Investments in equity securitiesInvestments in equity securities977  977  977  —  —  Investments in equity securities960 960 960 
FHLB stockFHLB stock1,922  1,922  1,922  —  —  FHLB stock2,103 2,103 2,103 
Other investmentsOther investments3,000  3,000  3,000  —  —  Other investments3,000 3,000 3,000 
Loans held for saleLoans held for sale9,837  10,246  10,246  —  —  Loans held for sale3,359 3,467 3,467 
Loans receivable, netLoans receivable, net1,012,759  1,034,204  —  —  1,034,204  Loans receivable, net1,001,565 1,022,389 1,022,389 
Accrued interest receivable Accrued interest receivable4,614  4,614  4,614  —�� —   Accrued interest receivable4,260 4,260 4,260 
Financial liabilitiesFinancial liabilities     Financial liabilities     
Certificates of depositCertificates of deposit163,926  166,585  —  —  166,585  Certificates of deposit139,965 141,225 141,225 
FHLB borrowingsFHLB borrowings10,000  10,125  —  —  10,125  FHLB borrowings5,000 5,039 5,039 
Accrued interest payableAccrued interest payable313  313  313  —  —  Accrued interest payable154 154 154 
September 30, 2019 September 30, 2020
 Fair Value Measurements Using:  Fair Value Measurements Using:
Recorded
Amount
 Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
Recorded
Amount
 Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
Financial assetsFinancial assets     Financial assets     
Cash and cash equivalentsCash and cash equivalents$143,015  $143,015  $143,015  $—  $—  Cash and cash equivalents$314,452 $314,452 $314,452 $$
CDs held for investmentCDs held for investment78,346  78,346  78,346  —  —  CDs held for investment65,545 65,545 65,545 
Investment securitiesInvestment securities53,634  55,112  3,949  51,163  —  Investment securities85,797 87,734 87,235 499 
Investments in equity securitiesInvestments in equity securities958  958  958  —  —  Investments in equity securities977 977 977 
FHLB stockFHLB stock1,437  1,437  1,437  —  —  FHLB stock1,922 1,922 1,922 
Other investmentsOther investments3,000  3,000  3,000  —  —  Other investments3,000 3,000 3,000 
Loans held for saleLoans held for sale6,071  6,260  6,260  —  —  Loans held for sale4,509 4,664 4,664 
Loans receivable, netLoans receivable, net886,662  892,495  —  —  892,495  Loans receivable, net1,013,875 1,034,876 1,034,876 
Accrued interest receivable Accrued interest receivable3,598  3,598  3,598  —  —   Accrued interest receivable4,484 4,484 4,484 
Financial liabilitiesFinancial liabilities     Financial liabilities     
Certificates of depositCertificates of deposit165,655  166,852  —  —  166,852  Certificates of deposit158,524 160,921 160,921 
FHLB borrowingsFHLB borrowings10,000 10,167 10,167 
Accrued interest payableAccrued interest payable333  333  333  —  —  Accrued interest payable274 274 274 


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(11)(10) RECENT ACCOUNTING PRONOUNCEMENTS

In January 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 generally requires equity investments - except those accounted for under the valuation method of accounting or those that result in consolidation of the investee - to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ASU 2016-01 is intended to simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. ASU 2016-01 also eliminates certain disclosures related to the fair value of financial instruments and requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. ASU 2016-01 was effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted ASU 2016-01 effective October 1, 2018. As required by ASU 2016-01, on October 1, 2018 the Company recorded a one-time cumulative effect adjustment of $63,000 representing net unrealized losses on equity securities (mutual funds) between accumulated other comprehensive loss and retained earnings on the accompanying consolidated balance sheet. Additionally, the fair values of financial instruments for disclosure purposes were computed using an exit price notion and deposits with no stated maturity are no longer included in the fair value disclosures in Note 10.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which created FASB Accounting Standards Codification ("ASC") Topic 842 ("ASC 842") and is intended to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The principal change required by ASC 842 relates to lessee accounting, and is that for operating leases, a lessee is required to (1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position, (2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term generally on a straight-line basis, and (3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASC 842 also changes disclosure requirements related to leasing activities and requires certain qualitative disclosures along with specific quantitative disclosures. ASC 842 also provides an optional transition method for adoption, under which an entity initially applies ASC 842 at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity's reporting for the comparative periods presented in the financial statements in which it adopts ASC 842 will continue to be in accordance with current GAAP. ASC 842 was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. The Company adopted the provisions of ASC 842 effective October 1, 2019 utilizing the optional transition method and will not restate comparative periods. The Company also elected the package of practical expedients permitted under ASC 842's transition guidance, which allows the Company to carryforward its historical lease classifications and its assessment as to whether a contract is or contains a lease. The Company also elected to not recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. As a result of adopting ASC 842, total other assets and other liabilities increased by $2.89 million on October 1, 2019.

In June 2016, the FASB issued ASUAccounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, as amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-05. This2019-11. ASU 2016-13 replaces the existing incurred losses methodology with a current expected losses methodology with respect to most financial assets measured at amortized cost and certain other instruments, including trade and
35


other receivables, loans, held to maturity investment securities and off-balance sheet commitments. In addition, this ASU 2016-13 requires credit losses relating to available for sale debt securities to be recorded through an allowance for credit losses rather than as a reduction of the carrying amount. ASU 2016-13 also changes the accounting for purchased credit-impaired debt securities and loans. ASU 2016-13 retains many of the current disclosure requirements in GAAP and expands certain disclosure requirements. As a smaller reporting company, ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Upon adoption, the Company expects a change in the processes and procedures to calculate the allowance for loan losses, including changes in the 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. In addition, the current policy for other-than-temporary impairmentOTTI on investment securities available for sale will be replaced with an allowance approach. The Company is reviewing the requirements of ASU 2016-13 and has begun developing and implementing processes and procedures to help ensure that it is fully compliant with the amendments at the adoption date. At this time, the Company anticipates that the allowance for loan losses will increase as a result of the implementation of this ASU; however, until its evaluation is complete, the magnitude of the increase will be unknown.

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In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. This ASU simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value of its assets and liabilities (including unrecognized assets and liabilities) at the impairment testing date following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by
which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax
deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 will beis effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early application of this ASU is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.2022. The adoption of ASU 2017-04 is not expected to a have a material impact on the Company's future consolidated financial statements.

In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. This ASU shortens the amortization period for certain callable debt securities held at a premium to the earliest call date. ASU 2017-08 was effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted ASU 2017-08 effective October 1, 2019 and it did not have a material impact on the Company's consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU was issued to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. Previously, these awards were recorded at the fair value of consideration received or the fair value of the equity instruments issued and were measured at the earlier of the commitment date or the date performance was completed. The amendments in this ASU require nonemployee share-based payment awards to be measured at the grant-date fair value of the equity instrument. ASU 2018-07 was effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted ASU 2018-07 effective October 1, 2019 and it did not have a material impact on the Company's consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements. The following disclosure requirements were removed from ASC Topic 820,Fair Value Measurement: (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (2) the policy for timing of transfers between levels; and (3) the valuation process for Level 3 fair value measurements. This ASU clarifies that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. This ASU adds the following disclosure requirements for Level 3 measurements: (1) changes in unrealized gains and losses for the period included in other comprehensive income for the recurring Level 3 fair value measurements held at the end of the reporting period, and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 iswas effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for any removed or modified disclosures. The adoption ofCompany adopted ASU 2018-13 iseffective October 1, 2020, and it did not expected to have a material impact on the Company's futureunaudited interim consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15,Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.Contract. The amendments in this ASU broaden the scope of ASC Subtopic 350-40 to include costs incurred to implement a hosting arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred
in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The costs are capitalized or expensed depending on the nature of the costs and the project stage during which they are incurred, consistent with the accounting for internal-use software costs. The amendments in this ASU result in consistent capitalization of implementation costs of a hosting arrangement that is a service contract and implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. ASU 2018-15 iswas effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption ofCompany adopted ASU 2018-15 iseffective October 1, 2020, and it did not expected to have a material impact on the Company's futureunaudited interim consolidated financial statements.

40


In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accountingaccounting for Income Taxes.The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles
36


in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.guidelines. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, 2020,
including interim periods within those fiscal years. The adoption of ASU 2019-12 is not expected to have a material impact on the Company's future 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 Interbank 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. This ASU is effective for all entities as of March 12, 2020 through December 31, 2022. The Company has not adopted ASU 2020-04 as of June 30, 2021. The adoption of ASU 2020-04 is not expected to have a material impact on the Company's future consolidated financial statements.

On March 22, 2020, federal banking regulators issued an interagency statement that included guidance on their approach for the accounting offor 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 the 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 a 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 troubled debt restructurings.TDRs.


(12)(11) REVENUE FROM CONTRACTS WITH CUSTOMERS

ASC 606 applies to all contracts with customers to provide goods or services in the ordinary course of business, except for contracts that are specifically excluded from its scope. The majority of the Company's revenues are composed of interest income, deferred loan fee accretion, premium/discount accretion, gains on sales of loans and investments, BOLI net earnings, servicing income on loans sold and other loan fee income, which are not inwithin the scope of ASC 606. Revenue reported as service charges on deposits, ATM and debit card interchange transaction fees, merchant services fees, non-deposit investment fees and escrow fees are within the scope of ASC 606. All of the Company's revenue from contracts with customers inwithin the scope of ASC 606606 is recognized in non-interest income with the exception of gains on salesales of OREO and gains on sales/disposition of premises and equipment, which are included in non-interest expense. For the three months ended June 30, 2021, the Company recognized $948,000 in service charges on deposits, $1.36 million in ATM and debit card interchange fees, $64,000 in escrow fees, and $8,000 in fee income from non-deposit investment sales, all considered within the scope of ASC 606. For the nine months ended June 30, 2021, the Company recognized $2.94 million in service charges on deposits, $3.76 million in ATM and debit card interchange fees, $243,000 in escrow fees, and $14,000 in fee income from non-deposit investment sales, all considered within the scope of ASC 606. For the three months ended June 30, 2020, the Company recognized $858,000 in service charges on deposits, $1.07 million in ATM and debit card interchange fees, $81,000 in escrow fees, and $0 in fee income from non-deposit investment sales, all considered within the scope of ASC 606. For the nine months ended June 30, 2020, the Company recognized $3.14 million in service charges on deposits, $3.18 million in ATM and debit card interchange fees, $211,000 in escrow fees, and $13,000 in fee income from non-deposit investment sales, all considered within the scope of ASC 606.

If a contract is determined to be within the scope of ASC 606, the Company recognizes revenue when it satisfies its performance obligation. Descriptions of the Company's revenue-generating activities that are within the scope of ASC 606 are as follows:

Service Charges on Deposits: The Company earns fees from its deposit customers from a variety of deposit products and services. Non-transaction based fees such as account maintenance fees and monthly statement fees are considered to be provided to the customer under a day-to-day contract with ongoing renewals. Revenue for these non-transaction fees are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Transaction-based fees such as non-sufficient fund charges, stop payment charges and wire fees are recognized at the time the transaction is executed, as the contract duration does not extend beyond the service performed.
ATM and Debit Card Interchange Transaction Fees: The Company earns fees from cardholder transactions conducted through third partythird-party payment network providers which consist of interchange fees earned from the payment networks
37


as a debit card issuer. These fees are recognized when the transaction occurs, but may settle on a daily or monthly basis.
Escrow Fees: The Company earns fees from real estate escrow contracts with customers. The Company receives and disburses money and/or property peraccording to the customer's contract. Fees are recognized when the escrow contract closes.
Fee Income from Non-deposit Investment Sales: The Company earns fees from contracts with customers for investment activities. Revenues are generally recognized on a monthly basis and are generally based on a percentage of the customer's assets under management or based on investment solutions that are implemented for the customer.



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

As used in this Form 10-Q, the terms “we,” “our” and “Company” refer to Timberland Bancorp, Inc. and its consolidated subsidiaries, unless the context indicates otherwise.  When we refer to “Bank” in this Form 10-Q, we are referring to Timberland Bank, a wholly-owned subsidiary of Timberland Bancorp, Inc., and the Bank’s wholly-owned subsidiary, Timberland Service Corporation.

The following analysis discusses the material changes in the consolidated financial condition and results of operations of the Company at and for the three and nine months ended June 30, 2020.  This analysis as well as other sections of this report contains certain “forward-looking statements.”2021.  

Certain matters discussed in this Quarterly Report on Form 10-Q may contain 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 often include 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 future economic performance.  These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the results anticipated or implied by our forward-looking statements, including, but not limited to: the effect of the COVID-19 pandemic, including on the Company's 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 and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets which may lead to increased losses and non-performing loans 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 loan loss 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, land and other properties and fluctuations in real estate values in our market areas; secondary market conditions for loans and our ability to sell loans in the secondary market; results of examinations of us by the Board of Governors of the Federal Reserve System ("Federal Reserve") and of our bank subsidiary by the FDIC, the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, institute a formal or informal enforcement action against us or our bank subsidiary which could require us to increase our allowance for loan losses, write-down assets, change our regulatory capital position or 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; legislative or regulatory changes that adversely affect our business including changes in regulatory policies and principles, or 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 and implementing regulations; 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 fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risks associated with the loans onin our consolidated 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-partythird-
38


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 our business strategies; our ability to manage loan delinquency rates; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; our ability to pay dividends on our common stock; adverse changes in the securities markets; 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 FASB, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; including as a result of the CARES Act and the CAA 2021; the economic impact of war or any terrorist activities; other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services
42


including as a result of the CARES Act;CAA 2021 and recent COVID-19 vaccination and economic stimulus efforts; and other risks described elsewhere in this Form 10-Q and in the Company's other reports filed with or furnished to the Securities and Exchange Commission, including our 20192020 Form 10-K.

Any of the forward-looking statements that we make in this Form 10-Q and in the other public statements that we make are based upon management’s beliefs and assumptions at the time that they are made.  We do not undertake and specifically disclaim any obligation to publicly update or revise any forward-looking statements included in this report to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise.  In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this document might not occur and we caution readers not to place undue reliance on any forward-looking statements.  These risks could cause our actual results for fiscal 2020year 2021 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of us, and could negatively affect the Company’s consolidated financial condition and results of operations as well as its stock price performance.


Overview

Timberland Bancorp, Inc., a Washington corporation, is the holding company for Timberland Bank. The Bank opened for business in 1915 and serves consumers and businesses across Grays Harbor, Thurston, Pierce, King, Kitsap and Lewis counties, Washington with a full range of lending and deposit services through its 24 offices (including its main office in Hoquiam). At June 30, 2020,2021, the Company had total assets of $1.52$1.74 billion, net loans receivable of $1.01$1.00 billion, total deposits of $1.32$1.52 billion and total shareholders’ equity of $182.81$203.49 million.  The Company's business activities generally are limited to passive investment activities and oversight of its investment in the Bank. Accordingly, the information set forforth in this report, including consolidated financial statements and related data, relates primarily to the Bank's operations.

On October 1, 2018, the Company completed the South Sound Acquisition. The operating results for the three and nine months ended June 30, 2020 and 2019 include the operating results produced by the net assets acquired in the South Sound Acquisition. For additional information on the South Sound Acquisition, see Note 2 of the Notes to Unaudited Consolidated Financial Statements contained in "Item 1, Financial Statements."

The Bank is a community-oriented bank which has traditionally offered a variety of savings products to its retail and business customers while concentrating its lending activities on real estate secured loans. Lending activities have been focused primarily on the origination of loans secured by real estate, including residential construction loans, one- to four-family residential loans, multi-family loans and commercial real estate loans. The Bank also originates commercial business loans and other consumer loans.

The profitability of the Company’s operations depends primarily on its net interest income after provision for (recapture of) loan losses.  Net interest income is the difference between interest income, which is the income that the Company earns on interest-earning assets, which are primarily loans and investments, and interest expense, the amount that the Company pays on its interest-bearing liabilities, which are primarily deposits and borrowings (as needed).  Net interest income is affected by changes in the volume and mix of interest-earning assets, the interest earned on those assets, the volume and mix of interest-bearing liabilities and the interest paid on those interest-bearing liabilities. Management attempts to maintain a net interest margin placing it within the top quartile of its Washington State peers. 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 recent 150 basis point reductions in the targeted federal funds rate in March 2020, until the pandemic subsides, the Company expects that its net interest income and net interest margin will be adversely affected in the current fiscal year and possibly longer.affected.

The provision for (recapture of) loan losses is dependent on changes in the loan portfolio and management’s assessment of the collectability of the loan portfolio as well as prevailing economic and market conditions.  The allowance for loan losses reflects the amount that the Company believes is adequate to cover probable credit losses inherent in its loan portfolio. The Company did not record a provision for loan losses for the nine months ended June 30, 2021, primarily reflecting the improving economy and resulting decline in forecasted probable loan losses from COVID-19 during this period. The Company recorded provisionsa provision
39


for loan losses of $1.00 million and $3.20 million for the three and nine months ended June 30, 2020, respectively, compared to none inand $3.70 million for the comparable periods a year agoended September 30, 2020. The provisions recorded during the year ended September 30, 2020 were primarily due primarily to forecasted probable creditloan losses reflecting the potential future impact of the COVID-19 pandemic on the economy.

On March 24, 2020, Washington State Governor Jay Inslee signed a statewide order requiring residentsThe Company maintains its commitment to stay-at-home unless involved in an essential activity. All business, except those that are considered essential, were also ordered to close. Assupporting its community and customers during these unprecedented times as a result of the mandated shutdownCOVID-19 pandemic. The Company remains focused on keeping its employees safe and as an essential business, the Company took various stepsBank running effectively to ensure the safety of customersserve its customers. The Bank is managing branch access and personnel including branch lobby closures. To ensure the safety of the Company's customersoccupancy levels in relation to cases and employees, services are
43


offered primarily through drive up facilities and/or by appointment. Manyclose contact scenarios, following governmental restrictions and public health authority guidelines. Some of the Company's employees are working remotely or have flexible work schedules, and protective measures within the Company's offices have been established to help ensure the safety of those employees who must work on-site.

The Company has worked with loan customers on loan deferral and forbearance plans. AsIn response to requests from borrowers, the Company made payment deferral modifications (typically 90-day payment deferrals with interest continuing to accrue or scheduled to be paid monthly) on a number of loans. Nearly all of these borrowers have resumed making regular payments and only one commercial mortgage loan with a balance of $1.70 million remained on payment deferral status as of June 30, 2020, the Company had granted payment deferral plans on 209 loans totaling $135.83 million. These modifications were2021. This COVID-19 related modification was not classified as TDRsa TDR at June 30, 20202021 in accordance with the guidance of the CARES Act and related regulatory guidance. The Company is continuingwill continue to work on forbearance plans with customers impacted by the COVID-19 Pandemic.pandemic as needed going forward. The CARES Act also authorized the SBA to temporarily guarantee loans under a new loan program called the Paycheck Protection Program ("PPP"). As a qualified SBA lender, the Company was automatically authorized to originate PPP loans in April 2020 and originated $127.54 million in PPP loans through the program's initial conclusion in August 2020. The CAA 2021, which was signed into law on December 27, 2020, renewed and extended the PPP until May 31, 2021. As a result, the Company began originating PPP loans again in January 2021. As of June 30, 2021, the Company had $95.63 million in PPP loans to new and existing customers who are small to midsize businesses as well as non-profit organizations, independent contractors, and partnerships as allowed under PPP guidance.

Net income is also affected by non-interest income and non-interest expenses.expense.  For the three and nine month periodmonths ended June 30, 2020,2021, non-interest income consisted primarily of service charges on deposit accounts, gain on sales of loans, ATM and debit card interchange transaction fees, an increase in the cash surrender value of BOLI, servicing income on loans sold and other operating income.  Non-interest income is also increased by net recoveries on investment securities and reduced by net OTTI losses on investment securities, if any.  Non-interest expensesincome is also decreased by valuation allowances on loan servicing rights and increased by recoveries of valuation allowances on loan servicing rights, if any.  Non-interest expense consisted primarily of salaries and employee benefits, premises and equipment, advertising, ATM and debit card interchange transaction fees, OREO and other repossessed asset expenses, postage and courier expenses, state and local taxes, professional fees, FDIC insurance premiums, loan administration and foreclosure expenses, data processing and telecommunication expenses, deposit operation expenses, amortization of CDI, and other non-interest expenses.  Non-interest expensesexpense in certain periods areis reduced by gains on the sale of premises and equipment and gains on the sale of OREO. Non-interest income and non-interest expensesexpense are affected by the growth of the Company's operations and growth in the number of loan and deposit accounts.

Results of operations may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.


Critical Accounting Policies and Estimates

The Company has identified several accounting policies that as a result of judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company’s Consolidated Financial Statements. Critical accounting policies and estimates are discussed in the Company’s 20192020 Form 10-K under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Policies and Estimates.” That discussion highlights estimates that the Company makes that involve uncertainty or potential for substantial change. There have been no material changes in the Company’s critical accounting policies and estimates as previously disclosed in the Company’s 20192020 Form 10-K.

Comparison of Financial Condition at June 30, 20202021 and September 30, 20192020

The Company’s total assets increased by $274.51$174.48 million, or 22.0%11.1%, to $1.522$1.740 billion at June 30, 20202021 from $1.247$1.566 billion at September 30, 2019.2020.  The increase in total assets was primarily due to increases inincreased cash and cash equivalents, netand to a much lesser
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extent, an increase in investment securities, partially offset by decreases in CDs held for investment and loans receivable, and investment securities.receivable. The increase in total assets was funded primarily by increasesan increase in total deposits and FHLB borrowings.deposits.

Net loans receivable increaseddecreased by $126.10$12.31 million, or 14.2%1.2%, to $1.01$1.002 billion at June 30, 20202021 from $886.66 million$1.014 billion at September 30, 2019,2020, primarily due to increasesa decrease in commercial business loans (including $122.58 million of SBA PPP loans)loans and commercial real estate loans.smaller decreases in several other loan categories. These increasesdecreases to net loans receivable were partially offset by decreasesa decrease to the undisbursed portion of construction loans in one- to four-familyprocess, increases in multi-family and commercial mortgage loans, and construction loans.smaller increases in several other loan categories.  

Total deposits increased by $250.31$164.25 million, or 23.4%12.1%, to $1.319$1.523 billion at June 30, 20202021 from $1.068$1.358 billion at September 30, 2019,2020, primarily due to increases in non-interest bearingnon-interest-bearing demand account balances, savings account balances, NOW checking account balances, savings account balances, and money market account balances. These increases were partially offset by a decrease in certificates of deposit account balances.
 
Shareholders’ equity increased by $11.74$15.86 million, or 6.9%8.5%, to $182.81$203.49 million at June 30, 20202021 from $171.07$187.63 million at September 30, 2019.2020.  The increase in shareholders' equity was primarily due to net income, which was partially offset by the payment of dividends to common shareholders and the repurchase of common stock.shareholders.

A more detailed explanation of the changes in significant balance sheet categories follows:

Cash and Cash Equivalents and CDs Held for Investment: Cash and cash equivalents and CDs held for investment increased by $122.30$154.95 million, or 55.2%40.8%, to $343.66$534.94 million at June 30, 20202021 from $221.36$380.00 million at September 30, 2019.2020. The increase was primarily a result of an increase in total deposits, which exceeded the funds required for loan originations and used for purchases of investment securities.

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Investment Securities:  Investment securities (including investments in equity securities) increased by $18.96$33.99 million, or 34.7%39.2%, to $73.55$120.76 million at June 30, 20202021 from $54.59$86.77 million at September 30, 2019.2020. This increase was primarily due to the purchase of additional agency mortgage-backed investment securities and U.S. Treasury securities during the nine months ended June 30, 2020,202,1 as the Company putplaced a portion of its excess overnight liquidity into higher-earning investment securities during the period. These increases were partially offset by maturities, prepayments and scheduled amortization of other investment securities. For additional information on investment securities, see Note 32 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”

FHLB Stock: FHLB stock increased by $485,000,$181,000, or 33.8%,9.4% to $1.92$2.10 million at June 30, 20202021 from $1.44$1.92 million at September 30, 2019,2020, due to purchases required by the FHLB as a result offrom the increase in total assets and FHLB borrowings.assets.

Other Investments: Other investments consist solely of the Company's investment in the Solomon Hess SBA Loan Fund LLC, which was unchanged at $3.00 million at both June 30, 20202021 and September 30, 2019.2020. This investment is utilized to help satisfy compliance with the Bank's Community Reinvestment Act investment test requirements.

Loans: Net loans receivable increaseddecreased by $126.10$12.31 million, or 14.2%1.2%, to $1.01$1.002 billion at June 30, 20202021 from $886.66 million$1.014 billion at September 30, 2019.2020.  The increasedecrease was primarily due to a $129.40$31.19 million increasedecrease in commercial business loans (including $122.58 million of SBA PPP loans),loans, a $36.34$7.28 million increasedecrease in commercial real estateland loans, a $2.04 million decrease in construction loans, and a $3.43 million increasesmaller decreases in multi-family mortgage loansseveral other loan categories. These increasesdecreases to net loans receivable were partially offset by a $12.15$10.23 million decrease in one- to four-family mortgage loans, a $9.93 million decrease in construction loans, a $6.55 million decrease in consumer loans, a $3.73 million decrease in land loans,a $3.93 million increase in deferred loan origination fees, a $3.56 million increase in the undisbursed portion of construction loans in process, and a $3.20$9.70 million increase in the allowance for loan losses. Themulti-family mortgage loans, a $5.32 million increase in commercial businessmortgage loans, wasand smaller increases in several other loan categories. The SBA PPP loan balances decreased primarily due to borrowers applying for forgiveness from the funding of $122.58 million inSBA and the loans being subsequently paid off by the SBA and was partially offset by new SBA PPP loans.loans funded after the renewal of the program in December 2020.

Loan originations increaseddecreased by $228.88$12.72 million, or 90.1%2.6%, to $470.32 million for the nine months ended June 30, 2021 from $483.04 million for the nine months ended June 30, 2020 from $254.16 million for the nine months ended June 30, 2019.2020.  The increasedecrease in loan originations was primarily due to a decrease in the fundingamount of SBA PPP loans increased loan demand for one- to four-family mortgage loan refinances, and the funding of several larger commercial business and commercial real estate loans.funded. The Company continued to sell longer-term fixed rate one- to four-family mortgage loans for asset liability management purposes and to generate non-interest income. The Company also (on a much smaller volume)periodically sells the guaranteed portion of SBA loans.  Sales of fixed rate one- to four-family mortgage loans and SBA loans increased by $65.96$12.05 million, or 136.9%10.6%, to $126.19 million for the nine months ended June 30, 2021 from $114.14 million for the nine months ended June 30, 2020, from $48.18 million for the nine months ended June 30, 2019, primarily due to increased refinance activity for one- to four-family loanloans due to the decrease in mortgage interest rates.

For additional information, see Note 54 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”
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The CARES Act authorized the SBA to temporarily guarantee loans under a new loan program called the Paycheck Protection Program ("PPP"). The goal of the PPP is to avoid as many layoffs as possible, and to encourage small businesses to maintain payrolls. As a qualified SBA lender, the Company was automatically authorized to originate PPP loans upon commencement of the program in April 2020. PPP loans have: (a) an interest rate of 1.0%, (b) a two-year loan term to maturity for loans approved by the SBA prior to June 5, 2020 and a five-year maturity for loans approved thereafter; and (c) principal and interest payments deferred for six months from the date of disbursement. The SBA guarantees 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be forgiven and repaid by the SBA. The deadline for PPP loan applications to the SBA has been extended to August 8, 2020. The Company is continuing to accept new PPP applications on this extended timeline and is assisting small businesses with other borrowing options as they become available. As of June 30, 2020, the Company has funded $122.58 million in PPP loans to new and existing customers who are small to midsize businesses as well as non-profit organizations, independent contractors, and partnerships as allowed under PPP guidance issued in April 2020. In addition to the 1% interest earned on these loans, the SBA pays banks fees for processing PPP loans in the following amounts: (i) five (5) percent for loans of not more than $350,000; (ii) three (3) percent for loans of more than $350,000 and less than $2,000,000; and one (1) percent for loans of at least $2,000,000. Banks may not collect any fees from the loan applicants.

Premises and Equipment:  Premises and equipment increaseddecreased by $289,000,$516,000, or 1.3%2.2%, to $23.12$22.52 million at June 30, 20202021 from $22.83$23.04 million at September 30, 2019.  These increases were2020.  This decrease was primarily due to capitalized remodeling costs associated with the Company's new data center facility. The increase was partially offset by normal depreciation and the sale of land acquired in the South Sound Acquisition that had been held for future expansion.depreciation.

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OREO (Other Real Estate Owned): OREO and other repossessed assets decreased by $217,000,$893,000, or 12.9%85.0%, to $1.47 million$157,000 at June 30, 20202021 from $1.68$1.05 million at September 30, 2019. The decrease was2020, primarily due to the sale of a commercial real estate property and three land parcels during the nine months ended June 30, 2020.parcels.  At June 30, 2020,2021, total OREO and other repossessed assets consisted of eightthree land parcels totaling $1.47 million.$157,000.

BOLI (Bank Owned Life Insurance): BOLI increased by $442,000$445,000 or 2.1%., to $21.45$22.04 million at June 30, 20202021 from $21.01$21.60 million at September 30, 2019.2020. The increase was due to net BOLI earnings, representing the increase in the cash surrender value of the BOLI policies.

Goodwill and CDI:  The recorded amount of goodwill remained unchanged at $15.13 million at both June 30, 20202021 and September 30, 2019.2020. CDI decreased by $304,000,$271,000, or 15.0%16.7%, to $1.73$1.35 million at June 30, 20202021 from $2.03$1.63 million at September 30, 20192020 due to scheduled amortization. For additional information on goodwill and CDI, see Notes 2 and 4Note 3 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”

Operating Lease Right-of-Use Assets: Operating lease right-of-use assets increased to $2.66 million at June 30, 2020 as the Company adopted ASC 842 on October 1, 2019 and began recording operating lease right-of-use assets and operating lease liabilities on the balance sheet. The operating lease right-of-use assets at June 30, 2020 represented the present value of three operating leases on branch facilities. The Company adopted the provisions of ASC 842 utilizing the optional transition method and therefore prior periods have not been restated.

Deposits: Deposits increased by $250.31$164.25 million, or 23.4%12.1%, to $1.319$1.523 billion at June 30, 20202021 from $1.068$1.358 billion at September 30, 2019.2020. The increase in total deposits was primarily due to a $130.63$54.05 million increase in non-interest bearing demand account balances, a $55.94$53.05 million increase in NOW checking account balances, a $48.14$40.47 million increase in savingsmoney market account balances, and a $17.33$35.23 million increase in money marketsavings account balances. These increases were partially offset by a $1.73$18.56 million decrease in certificates of deposit account balances. The increase in deposits was primarily driven by proceeds from SBA PPP loans and government stimulus checks deposited directly into customer accounts, organic growth in customer relationships and reduced withdrawals from deposit accounts due to a change in spending habits as a result of COVID-19.

Deposits consisted of the following at June 30, 20202021 and September 30, 20192020 (dollars in thousands):
June 30, 2020September 30, 2019 June 30, 2021September 30, 2020
AmountPercentAmountPercentAmountPercentAmountPercent
Non-interest-bearing demandNon-interest-bearing demand$427,102  32.4 %$296,472  27.8 %Non-interest-bearing demand$495,938 32.6 %$441,889 32.5 %
NOW checkingNOW checking352,999  26.8  297,055  27.8  NOW checking429,950 28.2 376,899 27.8 
SavingsSavings212,645  16.1  164,506  15.4  Savings255,103 16.8 219,869 16.2 
Money marketMoney market150,611  11.4  136,151  12.7  Money market189,443 12.4 149,922 11.0 
Money market - reciprocalMoney market - reciprocal11,257  0.9  8,388  0.8  Money market - reciprocal12,253 0.8 11,303 0.9 
Certificates of deposit under $250Certificates of deposit under $250131,980  10.0  133,241  12.5  Certificates of deposit under $250115,782 7.6 129,579 9.5 
Certificates of deposit $250 and overCertificates of deposit $250 and over31,946  2.4  29,211  2.7  Certificates of deposit $250 and over24,183 1.6 28,945 2.1 
Certificates of deposit - brokered—  —  3,203  0.3  
TotalTotal$1,318,540  100.0 %$1,068,227  100.0 %Total$1,522,652 100.0 %$1,358,406 100.0 %

FHLB Borrowings: The Company has short- and long-term borrowing lines with the FHLB with total credit available on the lines equal to 45% of the Bank's total assets, limited by available collateral. FHLB borrowings increaseddecreased to $10.00$5.00 million at June 30, 2020, as the Company borrowed funds consistent with its asset-liability objectives in March 2020 as long-term borrowing rates dropped to historic lows in response to the COVID-19 pandemic. At June 30, 2020, FHLB borrowings consisted of two $5.002021 from $10.00 million borrowings, with scheduled maturities in March 2025 and March 2027, which bear interest at 1.19% and 1.11%, respectively. The Company did not have any FHLB borrowings at September 30, 2019.2020, and consisted of one $5.00 million borrowing, with a scheduled maturity in March 2025.

Operating Lease Liabilities: Operating lease liabilities increased to $2.70 million at June 30, 2020 as the Company adopted ASC 842 on October 1, 2019 and began recording operating lease liabilities and operating lease right-of-use assets on the balance sheet. The operating lease liability at June 30, 2020 represented the present value of three operating leases on branch facilities. The Company adopted the provisions of ASC 842 utilizing the optional transition method and therefore prior periods have not been restated.

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Shareholders’ Equity:  Total shareholders’ equity increased by $11.74$15.86 million, or 6.9%8.5%, to $182.81$203.49 million at June 30, 20202021 from $171.07$187.63 million at September 30, 2019.2020.  The increase was primarily due to net income of $17.91$21.57 million for the nine months ended June 30, 20202021 and $616,000 from the exercise of stock options, which was partially offset by dividend payments to common shareholders of $5.42$6.00 million and the repurchase of 56,60119,588 shares of the Company's common stock at anfor $527,000 (an average price of $21.88$26.89 per shareshare). During the quarter ended March 31, 2021, the Company adopted a new stock repurchase program under which the Company may repurchase up to 5% of the Company's outstanding shares, or $1.24 million in total during415,970 shares. The new stock repurchase program replaced the nine months ended June 30, 2020. The Companythen existing stock repurchase program, which had 144,852141,952 shares available to be repurchased under the Company's existing stock repurchase plan at June 30, 2020, but temporarily suspended further repurchase activity on March 16, 2020 in response to the economic uncertainty caused by COVID-19.upon expiration. For additional information, see Item 2 of Part II of this Form 10-Q.

Asset Quality: The non-performing assets to total assets ratio was 0.31%0.14% at June 30, 20202021 compared to 0.40%0.27% at September 30, 2019.2020. Total non-performing assets decreased by $301,000,$1.80 million, or 6.0%43.2%, to $4.71$2.37 million at June 30, 20202021 from $5.01$4.16 million at September 30, 2019.2020. The decrease in non-performing assets was due to a $217,000an $893,000 decrease in OREO and other repossessed assets, a $66,000$876,000 decrease in non-accrual securitiesloans, and an $18,000a $30,000 decrease in non-accrual loans.investment securities.



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The following table sets forth information with respect to the Company’s non-performing assets at June 30, 20202021 and September 30, 20192020 (dollars in thousands):
June 30,
2020
September 30,
2019
Loans accounted for on a non-accrual basis:  
Mortgage loans:  
    One- to four-family (1)$927  $699  
    Commercial875  779  
    Land185  204  
Consumer loans:  
    Home equity and second mortgage586  626  
Other10  —  
Commercial business loans432  725  
       Total loans accounted for on a non-accrual basis3,015  3,033  
Accruing loans which are contractually past due 90 days or more—  —  
Total of non-accrual and 90 days past due loans3,015  3,033  
Non-accrual investment securities228  294  
OREO and other repossessed assets, net (2)1,466  1,683  
       Total non-performing assets (3)$4,709  $5,010  
TDRs on accrual status (4)$2,876  $2,903  
Non-accrual and 90 days or more past due loans as a percentage of loans receivable0.29 %0.34 %
Non-accrual and 90 days or more past due loans as a percentage of total assets0.20 %0.24 %
Non-performing assets as a percentage of total assets0.31 %0.40 %
Loans receivable (5)$1,025,653  $896,352  
Total assets$1,521,642  $1,247,132  
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June 30,
2021
September 30,
2020
Loans accounted for on a non-accrual basis:  
Mortgage loans:  
    One- to four-family (1)$411 $659 
    Commercial373 858 
    Land169 394 
Consumer loans:  
    Home equity and second mortgage545 564 
Other18 — 
Commercial business loans513 430 
       Total loans accounted for on a non-accrual basis2,029 2,905 
Accruing loans which are contractually past due 90 days or more— — 
Total of non-accrual and 90 days past due loans2,029 2,905 
Non-accrual investment securities179 209 
OREO and other repossessed assets, net (2)157 1,050 
       Total non-performing assets (3)$2,365 $4,164 
TDRs on accrual status (4)$2,380 $2,868 
Non-accrual and 90 days or more past due loans as a percentage of loans receivable0.20 %0.28 %
Non-accrual and 90 days or more past due loans as a percentage of total assets0.12 %0.19 %
Non-performing assets as a percentage of total assets0.14 %0.27 %
Loans receivable (5)$1,015,034 $1,027,289 
Total assets$1,740,460 $1,565,978 

(1) As of June 30, 20202021 and September 30, 2019, the balance of non-accrual2020, there were no one- to-four family properties in the process of foreclosure was $12 and $150, respectively.foreclosure.
(2) As of June 30, 20202021 and September 30, 2019,2020, the balance of OREO did not include any foreclosed residential real estate property.
(3) Does not include TDRs on accrual status.
(4) Does not include TDRs totaling $207$187 and $366$203 reported as non-accrual loans at June 30, 20202021 and September 30, 2019,2020, respectively.
(5)  Does not include loans held for sale and loan balances are before the allowance for loan losses.

The Company has received and continues to receive, inquiries and requests from borrowers for some type of payment relief due to the COVID 19-pandemic. In response, the Company has made availablepayment deferral modifications (typically 90-day payment deferralsdeferral with interest continuing to accrue (oror scheduled to be paid monthly) to borrowers affected by the COVID-19 pandemic. Ason a number of June 30, 2020, the Company had approved COVID-19 pandemic related loan modifications for 209 loans aggregating to $135.83 million, or 13.2% of loans receivable. For additional information on these loan modifications, see Note 5 of the Notes to Unconsolidated Financial Statements contained in "Item 1, Financial Statements."

loans. All loans modified due to COVID-19 will beare separately monitored, and any request for continuation of relief beyond the initial modification will beis reassessed at that time to determine if a further modification should be granted and if a downgrade in risk rating is appropriate. At June 30, 2021, only one commercial mortgage loan with a balance of $1.70 million remained on payment deferral status. For additional information on these loan modifications, see Note 4 of the Notes to Unaudited Consolidated Financial Statements contained in "Item 1, Financial Statements."

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Comparison of Operating Results for the Three and Nine Months Ended June 30, 20202021 and 20192020

Net income increased by $255,000,$813,000, or 4.3%13.1%, to $7.02 million for the quarter ended June 30, 2021 from $6.21 million for the quarter ended June 30, 2020 from $5.96 million for the quarter ended June 30, 2019.2020. Net income per diluted common share increased by $0.04,$0.09, or 5.7%12.2%, to $0.83 for the quarter ended June 30, 2021 from $0.74 for the quarter ended June 30, 2020 from $0.70 for the quarter ended June 30, 2019.2020. The increases in net income and net income per diluted common share for the three months ended June 30, 20202021 were primarily due to a $1.32 million increase in non-interest income and a $306,000 decrease in non-interest expense. This increase was partially offset by a $1.00 million increasedecrease in the provision for loan losses, and a $457,000 decrease$677,000 increase in net interest income.income, and a $48,000 decrease in non-interest expense, which were partially offset by a $589,000 decrease in non-interest income, and a $323,000 increase in the provision for income taxes.

Net income increased by $227,000,$3.65 million, or 1.3%20.4%, to $21.57 million for the nine months ended June 30, 2021 from $17.91 million for the nine months ended June 30, 2020 from $17.69 million2020. Net income per diluted common share increased by $0.43, or 20.3%, to $2.55 for the nine months ended June 30, 2019. Net income per diluted common share increased $0.03, or 1.4%, to2021 from $2.12 for the nine months ended June 30, 2020 from $2.09 for the nine months ended June 30, 2019.2020. The increases in net income and net income per diluted common share for the nine months ended June 30, 2020 were primarily due to a $1.73$3.20 million decrease in the provision for loan losses, a $1.24 million increase in non-interest income, and a $1.49 million decrease$386,000 increase in net interest income which were partially offset by a $255,000 increase in non-interest expense and a $352,000 increase in net interest income. These increases were partially offset by a $3.20 million$916,000 increase in the provision for loan losses.income taxes.

A more detailed explanation of the income statement categories is presented below.

Net Interest Income: Net interest income decreasedincreased by $457,000,$677,000, or 3.5%5.4%, to $13.16 million for the quarter ended June 30, 2021 from $12.48 million for the quarter ended June 30, 2020 from $12.94 million for the quarter ended June 30, 2019.2020. The decreaseincrease in net interest income was primarily due to a decreaseincrease in the average yield on interest-earningsbalance of interest earning assets and a decline in the average cost of interest-bearing liabilities, which was partially offset by an increasea decrease in the average balanceyield of interest-earning assets.

Total interest and dividend income decreasedincreased by $517,000,$197,000, or 3.6%1.4%, to $13.87 million for the quarter ended June 30, 2021 from $13.67 million for the quarter ended June 30, 2020, from $14.19primarily due to an increase in the average balance of interest-earning assets partially offset by a decrease in the average yield on interest-earning assets.

Average total interest-earning assets increased by $260.73 million, or 19.0%, to $1.64 billion for the quarter ended June 30, 2019, primarily due2021 from $1.38 billion for the quarter ended June 30, 2020. Average interest-bearing deposits in banks and CDs increased by $209.35 million, or 75.3%, average investment securities increased by $34.55 million, or 46.0%, and average loans receivable increased by $16.63 million, or 1.6%, between the periods. During the quarter ended June 30, 2021, the accretion of the purchase accounting fair value discount on loans acquired in the October 2018 acquisition of South Sound Bank ("South Sound Acquisition") increased interest income on loans by $84,000 compared to $170,000 for the quarter ended June 30 , 2020. The incremental accretion will change during any period based on the volume of prepayments, but is expected to decrease over time as the balance of the net discount declines. During the quarter ended June 30, 2021, there was a total of $443,000 of pre-payment penalties, non-accrual interest and late fees collected, compared to $177,000 collected for the quarter ended June 30, 2020. Partially offsetting the increase in the average balance of interest-earning assets was a decrease in the average yield on interest-earning assets. The average yield on interest-earning assets decreased to 3.39% for the quarter ended June 30, 2021 from 3.97% for the quarter ended June 30, 2020, from 4.92% for the quarter ended June 30, 2019 as market interest rates decreased. Beginningdecreased following the 150 basis point decline in August 2019, the Federal Reserve reduced the targeted federal funds by 25 basis points three timesrate in 2019 and during the quarter ended March 31, 2020 by 150 basis points in response to the COVID-19 pandemic, to a range of 0.00% to 0.25% at June 30, 2020. Partially offsetting the decrease in the average yield on interest earning assets was a increase in the average balance of interest-earning assets. Average total interest-earning assets increased by $222.00 million, or 19.3%, to $1.38 billion for the quarter ended June 30, 2020 from $1.15 billion for the quarter ended June 30, 2019. Average loans receivable increased by $129.51 million, or 14.6%, average investment securities increased by $32.89 million, or 77.8%, and average interest-bearing deposits in banks and CDs increased by $59.09 million, or 27.0%, between the periods. During the quarters ended June 30, 2020 and 2019, interest income on loans receivable increased by $170,000 and $69,000, respectively, due to the accretion of the fair value discount on loans acquired in the South Sound Acquisition. During the quarter ended June 30, 2020, there was a total of $177,000 of pre-payment penalties, non-accrual interest and late fees collected, compared to $186,000 collected for the quarter ended June 30, 2019. 2021.

Also impacting the
48


average yield and average interest-earning asset balances during the current quarter were SBA PPP loans originated. These PPP loans have a prescribed interest rate of 1.00% and are also subject to loan origination fees which are accreted into interest income over the life of each loan. For the quarter ended June 30, 2020,2021, average PPP loans were $95.70$118.05 million and the Company recorded $240,000$293,000 in interest income and accreted $443,000$1.30 million in PPP loan origination fees into income. At June 30, 2021, PPP deferred loan origination fees of $3.31 million remain to be accreted into interest income during the remaining life of the loans

Total interest expense decreased by $60,000,$480,000, or 4.8%40.4%, to $708,000 for the quarter ended June 30, 2021 from $1.19 million for the quarter ended June 30, 2020 from $1.25 million for the quarter ended June 30, 2019.2020. The decrease in interest expense was primarily due to a decreasesdecrease in the average cost of interest-bearing liabilities, which was partially offset by an increase in the average balance of interest-bearing liabilites.liabilities. The average cost of interest-bearing liabilities decreased to 0.28% for the quarter ended June 30, 2021 from 0.55% for the quarter ended June 30, 2020 from 0.64%2020. Average interest-bearing liabilities increased by $146.18 million, or 16.9%, to $1.01 billion for the quarter ended June 30, 2019. Average interest-bearing liabilities increased by $86.53 million, or 11.1%, to2021 from $866.46 million for the quarter ended June 30, 2020, from $779.93 million for the quarter ended June 30, 2019,primarily due to increases in the average
44


balances of savings accounts, NOW checking accounts, and money market accounts partially offset by a decline in the average balance of certificates of deposit accounts, money market accounts, and borrowings.accounts.

As a result of these changes, the net interest margin ("NIM") decreased to 3.63%3.22% for the quarter ended June 30, 20202021 from 4.49%3.63% for the quarter ended June 30, 2019. The NIM for the current quarter was increased by approximately 10 basis points due to the accretion of $170,000 of the fair value discount on loans acquired in the South Sound Acquisition and the collection of $177,000 in pre-payment penalties, non-accrual interest, and late fees. The NIM for the comparable quarter one year ago was increased by approximately nine basis points due to the accretion of $69,000 of the fair value discount on loans acquired in the South Sound Acquisition and the collection of $186,000 of non-accrual interest and pre-payment penalties. The incremental accretion and the impact on loan yield will change during any period based on the volume of prepayments, but it is expected to decrease over time as the balance of the net discount declines. The remaining net discount on these purchased loans was $963,000 at June 30, 2020.

Net interest income increased by $352,000,$386,000, or 0.9%1.0%, to $38.75 million for the nine months ended June 30, 2021 from $38.36 million for the nine months ended June 30, 2020 from $38.01 million for the nine months ended June 30, 2019.2020. The increase in net interest income was primarily due to ana increase in the average balance on interest earning assets and a decline in the average cost of interest-earning assets,interest-bearing liabilities, which was partially offset by a decrease in the average yield on interest-earning assets.

Total interest and dividend income increaseddecreased by $648,000,$808,000, or 1.6%1.9%, to $41.18 million for the nine months ended June 30, 2021 from $41.99 million for the nine months ended June 30, 2020, from $41.34 millionprimarily due to a decrease in the average yield on interest-earning assets. The average yield on interest-earning assets decreased to 3.50% for the nine months ended June 30, 2019, primarily due2021 from 4.47% for the nine months ended June 30, 2020 as market interest rates decreased following the 150 basis point decline in the targeted federal funds rate in March 2020 in response to the COVID-19 pandemic, to a range of 0.00% to 0.25% at June 30, 2021. Substantially offsetting the decrease in the average yield on interest-earning assets was an increase in the average balance of interest-earning assets. Average total interest-earning assets increased by $122.53$315.20 million, or 10.8%25.2%, to $1.25$1.57 billion for the nine months ended June 30, 20202021 from $1.13$1.25 billion for nine months ended June 30, 2020. Average interest-bearing deposits in banks and CDs increased by $201.75 million, or 89.2%, average loans receivable increased by $85.91 million, or 9.0%, and average investment securities increased by $27.18 million, or 38.4%, between the periods.

Total interest expense decreased by $1.19 million, or 32.9%, to $2.43 million for the nine months ended June 30, 2019. Average loans receivable increased by $74.88 million, or 8.6%, average investment securities increased by $34.01 million, or 92.8%, and average interest bearing deposits in banks and CDs increased by $13.34 million, or 6.3%, between the periods. The average yield on interest-earning assets decreased to 4.47% for the nine months ended June 30, 20202021 from 4.88% for the nine months ended June 30, 2019.

Total interest expense increased by $296,000, or 8.9% to $3.63 million for the nine months ended June 30, 2020 from $3.33 million for the nine months ended June 30, 2019.2020. The increasedecrease in interest expense was primarily due to increasesa decrease in the average cost andof interest-bearing liabilities, which was partially offset by an increase in the average balance of interest-bearing liabilities. The average cost of interest-bearing liabilities increaseddecreased to 0.34% for the nine months ended June 30, 2021 from 0.60% for the nine months ended June 30, 2020 from 0.58%2020. Average interest-bearing liabilities increased by $158.99 million, or 19.6%, to $970.83 million for the nine months ended June 30, 2019. Average interest-bearing liabilities increased by $45.50 million, or 5.9%, to2021 from $811.84 million for the nine months ended June 30, 2020, from $766.29 million for the nine months ended June 30, 2019,due primarily due to increases in the average balances of savings accounts, NOW checking accounts, certificates of depositsavings accounts, money market accounts, and borrowings which were partially offset by a decrease in the average balance of money marketcertificates of deposit accounts. The

As a result of these changes, the NIM decreased to 3.30% for the nine months ended June 30, 2020 decreased to2021 from 4.08% from 4.49% for the nine months ended June 30, 2019.

2020.


4945


Average Balances, Interest and Average Yields/Cost

The following tables set forth, for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities and average yields and costs. Such yields and costs for the periods indicated are derived by dividing income or expense by the average daily balance of assets or liabilities, respectively, for the periods presented. (Dollarspresented (dollars in thousands).
 Three Months Ended June 30,
 20202019
Average
Balance
Interest and
Dividends
Yield/
Cost
Average
Balance
Interest and
Dividends
Yield/
Cost
Interest-earning assets:
Loans receivable (1)(2)$1,015,966  $12,871  5.07 %$886,460  $12,459  5.62 %
Investment securities (2)75,192  345  1.84  42,300  339  3.22  
Dividends from mutual funds, FHLB stock and other investments5,894  23  1.56  5,377  43  3.20  
Interest-bearing deposits in banks and CDs278,158  429  0.62  219,070  1,344  2.45  
Total interest-earning assets1,375,210  13,668  3.97  1,153,207  14,185  4.92  
Non-interest-earning assets87,905    82,113    
     Total assets$1,463,115    $1,235,320    
Interest-bearing liabilities:      
Savings$199,054  55  0.11  $163,122  28  0.07  
Money market156,537  184  0.47  154,238  314  0.82  
NOW checking332,502  218  0.26  300,330  228  0.30  
Certificates of deposit168,368  702  1.68  162,237  678  1.68  
Long-term borrowings10,000  29  1.17  —  —  —  
Total interest-bearing liabilities866,461  1,188  0.55  779,927  1,248  0.64  
Non-interest-bearing deposits406,396  288,308  
Other liabilities10,684    3,405    
Total liabilities1,283,541    1,071,640    
Shareholders' equity179,574    163,680    
Total liabilities and    
shareholders' equity$1,463,115  $1,235,320    
Net interest income$12,480   $12,937   
Interest rate spread3.42 %  4.28 %
Net interest margin (3)3.63 %  4.49 %
Ratio of average interest-earning
   assets to average interest- bearing liabilities
158.72 %  147.86 %
_______________
(1)Does not include interest on loans on non-accrual status. Includes loans held for sale. Amortized net deferred loan fees, late fees, extension fees, prepayment penalties, and the accretion of the fair value discount on loans acquired in the South Sound Acquisition are included with interest and dividends.
(2)Average balances include loans and investment securities on non-accrual status.
(3)Net interest income divided by total average interest-earning assets, annualized.
50


Nine Months Ended June 30, Three Months Ended June 30,
20202019 20212020
Average
Balance
Interest and
Dividends
Yield/
Cost
Average
Balance
Interest and
Dividends
Yield/
Cost
Average
Balance
Interest and
Dividends
Yield/
Cost
Average
Balance
Interest and
Dividends
Yield/
Cost
Interest-earning assets:Interest-earning assets:      Interest-earning assets:
Loans receivable (1)(2)Loans receivable (1)(2)$949,822  $38,457  5.40 %$874,943  $36,457  5.56 %Loans receivable (1)(2)$1,032,591 $13,298 5.15 %$1,015,966 $12,871 5.07 %
Investment securities (2)Investment securities (2)70,682  1,274  2.40  36,670  915  3.33  Investment securities (2)109,746 292 1.06 75,192 345 1.84 
Dividends from mutual funds, FHLB stock and other investmentsDividends from mutual funds, FHLB stock and other investments5,600  95  2.27  5,302  121  3.04  Dividends from mutual funds, FHLB stock and other investments6,093 28 1.84 5,894 23 1.56 
Interest-bearing deposits in banks and CDsInterest-bearing deposits in banks and CDs226,129  2,164  1.28  212,785  3,849  2.41  Interest-bearing deposits in banks and CDs487,508 247 0.20 278,158 429 0.62 
Total interest-earning assetsTotal interest-earning assets1,252,233  41,990  4.47  1,129,700  41,342  4.88  Total interest-earning assets1,635,938 13,865 3.39 1,375,210 13,668 3.97 
Non-interest-earning assetsNon-interest-earning assets85,405    86,616    Non-interest-earning assets87,638   87,905   
Total assets Total assets$1,337,638    $1,216,316     Total assets$1,723,576   $1,463,115   
Interest-bearing liabilities:Interest-bearing liabilities:      Interest-bearing liabilities:      
SavingsSavings$184,076  141  0.10  $162,136  80  0.07  Savings$253,147 52 0.08 $199,054 55 0.11 
Money marketMoney market144,663  580  0.54  156,538  858  0.73  Money market196,187 141 0.29 156,537 184 0.47 
NOW checkingNOW checking310,717  672  0.29  289,926  619  0.29  NOW checking416,234 136 0.13 332,502 218 0.26 
Certificates of depositCertificates of deposit168,148  2,198  1.75  157,688  1,775  1.50  Certificates of deposit141,301 361 1.02 168,368 702 1.68 
Long-term borrowingsLong-term borrowings4,234  37  1.17  —  —  —  Long-term borrowings5,769 18 1.25 10,000 29 1.17 
Total interest-bearing liabilitiesTotal interest-bearing liabilities811,838  3,628  0.60  766,288  3,332  0.58  Total interest-bearing liabilities1,012,638 708 0.28 866,461 1,188 0.55 
Non-interest-bearing depositsNon-interest-bearing deposits339,460  288,624  Non-interest-bearing deposits499,383 406,396 
Other liabilitiesOther liabilities9,823    2,681    Other liabilities11,217   10,684   
Total liabilitiesTotal liabilities1,161,121    1,057,593    Total liabilities1,523,238   1,283,541   
Shareholders' equityShareholders' equity176,517    158,723    Shareholders' equity200,338   179,574   
Total liabilities andTotal liabilities and    Total liabilities and    
shareholders' equityshareholders' equity$1,337,638    $1,216,316    shareholders' equity$1,723,576 $1,463,115   
Net interest incomeNet interest income$38,362    $38,010   Net interest income$13,157  $12,480  
Interest rate spreadInterest rate spread  3.87 %  4.30 %Interest rate spread3.11 %  3.42 %
Net interest margin (3)Net interest margin (3)  4.08 %  4.49 %Net interest margin (3)3.22 %  3.63 %
Ratio of average interest-earning
assets to average interest-bearing liabilities
  154.25 %  147.42 %
Ratio of average interest-earning
assets to average interest- bearing liabilities
Ratio of average interest-earning
assets to average interest- bearing liabilities
161.55 %  158.72 %
_______________
(1)Does not include interest on loans on non-accrual status. Includes loans held for sale. Amortized net deferred loan fees, late fees, extension fees, prepayment penalties, and the accretion of the fair value discount on loans acquired in the South Sound Acquisition are included with interest and dividends.
(2)Average balances include loans and investment securities on non-accrual status.
(3)Net interest income divided by total average interest-earning assets, annualized.

5146


 Nine Months Ended June 30,
 20212020
Average
Balance
Interest and
Dividends
Yield/
Cost
Average
Balance
Interest and
Dividends
Yield/
Cost
Interest-earning assets:      
Loans receivable (1)(2)$1,035,733 $39,406 5.07 %$949,822 $38,457 5.40 %
Investment securities (2)97,857 877 1.19 70,682 1,274 2.40 
Dividends from mutual funds, FHLB stock and other investments5,964 83 1.86 5,600 95 2.27 
Interest-bearing deposits in banks and CDs427,881 816 0.25 226,129 2,164 1.28 
Total interest-earning assets1,567,435 41,182 3.50 1,252,233 41,990 4.47 
Non-interest-earning assets85,636   85,405   
     Total assets$1,653,071   $1,337,638   
Interest-bearing liabilities:      
Savings$237,456 147 0.08 $184,076 141 0.10 
Money market181,115 414 0.31 144,663 580 0.54 
NOW checking396,140 467 0.16 310,717 672 0.29 
Certificates of deposit147,530 1,330 1.21 168,148 2,198 1.75 
Short-term borrowings— 0.30 — — — 
Long-term borrowings8,591 76 1.17 4,234 37 1.17 
Total interest-bearing liabilities970,833 2,434 0.34 811,838 3,628 0.60 
Non-interest-bearing deposits476,628 339,460 
Other liabilities10,757   9,823   
Total liabilities1,458,218   1,161,121   
Shareholders' equity194,853   176,517   
Total liabilities and    
shareholders' equity$1,653,071   $1,337,638   
Net interest income$38,748   $38,362  
Interest rate spread  3.16 %  3.87 %
Net interest margin (3)  3.30 %  4.08 %
Ratio of average interest-earning
   assets to average interest-bearing liabilities
  161.45 %  154.25 %
_______________
(1)Does not include interest on loans on non-accrual status. Includes loans held for sale. Amortized net deferred loan fees, late fees, extension fees, prepayment penalties, and the accretion of the fair value discount on loans acquired in the South Sound Acquisition are included with interest and dividends.
(2)Average balances include loans and investment securities on non-accrual status.
(3)Net interest income divided by total average interest-earning assets, annualized.
47


Rate Volume Analysis

The following table sets forth the effects of changing rates and volumes on the net interest income of the Company.   Information is provided with respect to the (i) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate), (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) the net change (sum of the prior columns).  Changes in rate/volume have been allocated to rate and volume variances based on the absolute values of each (dollars in thousands):.
Three months ended
June 30, 2020
compared to three months
ended June 30, 2019
increase (decrease) due to
Nine months ended
June 30, 2020
compared to nine months
ended June 30, 2019
increase (decrease) due to
Three months ended
June 30, 2021
compared to three months
ended June 30, 2020
increase (decrease) due to
Nine months ended
June 30, 2021
compared to nine months
ended June 30, 2020
increase (decrease) due to
RateVolumeNet
Change
RateVolumeNet
Change
RateVolumeNet
Change
RateVolumeNet
Change
Interest-earning assets:Interest-earning assets:   Interest-earning assets:   
Loans receivable and loans held for saleLoans receivable and loans held for sale$(1,301) $1,713  $412  $(20) $2,020  $2,000  Loans receivable and loans held for sale$215 $212 $427 $(548)$1,497 $949 
Investment securitiesInvestment securities(189) 195   (48) 407  359  Investment securities(174)121 (53)(410)13 (397)
Dividends from mutual funds, FHLB stock and other investmentsDividends from mutual funds, FHLB stock and other investments(23)  (20) (24) (2) (26) Dividends from mutual funds, FHLB stock and other investments(12)— (12)
Interest-bearing deposits in banks and CDs Interest-bearing deposits in banks and CDs(1,207) 292  (915) (1,629) (56) (1,685)  Interest-bearing deposits in banks and CDs(390)208 (182)(1,247)(101)(1,348)
Total net increase in income on interest-earning assets(2,720) 2,203  (517) (1,721) 2,369  648  
Total net increase (decrease) in income on interest-earning assetsTotal net increase (decrease) in income on interest-earning assets(345)542 197 (2,217)1,409 (808)
Interest-bearing liabilities:Interest-bearing liabilities:   Interest-bearing liabilities:   
SavingsSavings19   26  49  12  61  Savings(16)13 (3)(9)15 
Money marketMoney market(134)  (129) (217) (61) (278) Money market(83)40 (43)(166)— (166)
NOW checkingNOW checking(33) 23  (10)  47  53  NOW checking(128)46 (82)(205)(1)(206)
Certificates of depositCertificates of deposit(2) 26  24  297  126  423  Certificates of deposit(241)(100)(341)(619)(248)(867)
Long-term borrowings15  14  29  18  19  37  
FHLB borrowings FHLB borrowings(13)(11)— 39 39 
Total net increase (decrease) in expense on interest-bearing liabilitiesTotal net increase (decrease) in expense on interest-bearing liabilities(135) 75  (60) 153  143  296  Total net increase (decrease) in expense on interest-bearing liabilities(466)(14)(480)(999)(195)(1,194)
Net increase (decrease) in net interest incomeNet increase (decrease) in net interest income$(2,585) $2,128  $(457) $(1,874) $2,226  $352  Net increase (decrease) in net interest income$121 $556 $677 $(1,218)$1,604 $386 

Provision for Loan Losses: AThere was no provision for loan losses for the quarter ended June 30, 2021 compared to a $1.00 million provision for loanloans losses was made for the quarter ended June 30, 2020 due primarily due to the deteriorating economic conditions andimprovement in forecasted probable credit losses driven by the impact offrom the COVID-19 pandemic on the U.S. and global economies. There was no provision for loans losses madeeconomy as of June 30, 2021. For the quarter ended June 30, 2021, there were net recoveries of $35,000 compared to net recoveries of $4,000 for the quarter ended June 30, 2019. For the quarter ended June 30, 2020, there were net recoveries of $4,000 compared to net charge-offs of $110,000 for the quarter ended June 30, 2019.2020. Non-accrual loans decreased by $18,000,$876,000 or 0.6%30.2%, to $2.03 million at June 30, 2021, from $2.91 million at September 30, 2020 and decreased by $986,000, or 32.7%, from $3.02 million at June 30, 2020, from $3.03 million at September 30, 2019 and decreased by $335,000, or 10.0%,, from $3.35 million at June 30, 2019.2020. Total delinquent loans (past due 30 days or more) and non-accrual loans decreased by $373,000,$806,000, or 9.5%21.5%, to $3.55$2.94 million at June 30, 2020,2021, from $3.93$3.75 million at September 30, 20192020 and increaseddecreased by $31,000,$610,000, or 0.9%17.2%, from $3.52$3.55 million one year ago. 

The $122.58$95.63 million balance of SBA PPP loans was omitted from the Company's normal allowance for loan losses calculation at June 30, 20202021, as these loans are fully guaranteed by the SBA, and management expects that the great majority ofmost PPP borrowers will seek full or partial forgiveness of their loan obligations from the SBA within a short time frame, which will in turn reimburse the Bank for the amount forgiven. As discussed above, as of June 30, 2020, the Company had granted payment deferral plans on 209 loans totaling $135.83 million. These modifications were not classified as TDRs at June 30, 2020 in accordance with the guidance of the CARES Act and related regulatory guidance.

For the nine months ended June 30, 2020 there was a $3.20 million provision for loan losses, primarily due to the COVID-19 pandemic related economic uncertainties discussed above and, to a much lesser extent, loan portfolio growth. There was no provision for loan losses for the nine months ended June 30, 2019. There2021 compared to a $3.20 million provision for loan losses for the nine months ended June 30, 2020 due primarily to forecasted probable credit losses reflecting the potential future impact of the COVID-19 pandemic on the economy as of June 30, 2020. For the nine months ended June 30, 2021, there were net recoveries of $55,000 compared to net recoveries of $4,000 for the nine months ended June 30, 2020 compared to net recoveries of $101,000 for the nine months ended June 30, 2019.2020.

52


The Company has established a comprehensive methodology for determining the allowance for loan losses.  On a quarterly basis, the Company performs an analysis that considers pertinent factors underlying the quality of the loan portfolio.  These
48


factors include changes in the amount and composition of the loan portfolio, historicalhistoric loss experience for various loan segments, changes in economic conditions, delinquency rates, a detailed analysis of impaired loans, and other factors to determine an appropriate level of allowance for loan losses. Impaired loans are subjected to an impairment analysis to determine an appropriate reserve amount to be allocated to each loan.  The aggregate principal impairment reserve amount determined at June 30, 20202021 was $63,000$171,000 compared to $172,000$41,000 at September 30, 20192020 and $259,000$63,000 at June 30, 2019.2020. 

In accordance with GAAP, loans acquired in the South Sound Acquisition were recorded at their estimated fair value, which resulted in a net discount to the loan's contractual amounts, of which a portion reflects a discount for possible credit losses. Credit discounts are included in the determination of fair value, and, as a result, no allowance for loan losses is recorded for acquired loans at the acquisition date. The discount recorded on the acquired loans is not reflected in the allowance for loan losses or related allowance coverage ratios. The remaining fair value discount on loans acquired in the South Sound Acquisition was $963,000$499,000 at June 30, 2020.2021. The Company believes that this should be considered by investors when comparing the Company's allowance for loan losses to total loans in periods prior to the South Sound Acquisition.

Based on its comprehensive analysis, management believes that the allowance for loan losses of $12.89$13.47 million at June 30, 2020 (1.26%2021 (1.33% of loans receivable and 427.7%663.8% of non-performing loans) was adequate to provide for probable losses inherent in the loan portfolio based on an evaluation of known and inherent risks in the loan portfolio at that date.  The allowance for loan losses was $9.69$13.41 million (1.08%(1.31% of loans receivable and 319.5%461.8% of non-performing loans) at September 30, 20192020 and $9.63$12.89 mil1ion (1.09%(1.26% of loans receivable and 287.5%427.7% of non-performing loans) at June 30, 2019.2020. While the Company believes that it has established its existing allowance for loan losses in accordance with GAAP, there can be no assurance that bank regulators, in reviewing the Company's loan portfolio, will not request the Company to significantly increase significantly its allowance for loan losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that a substantial increaseincreases will not be necessary should the quality of any loans deteriorate. A further decline in national and local economic conditions, as a result of the COVID-19 pandemic or other factors, could result in a material increase in the allowance for loan losses and may adversely affect the Company's financial condition and results of operations. For additional information, see Note 54 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”

Non-interest Income: Total non-interest income increaseddecreased by $1.32$589,000, or 12.1%, to $4.27 million or 37.2%, tofor the quarter ended June 30, 2021 from $4.86 million for the quarter ended June 30, 2020 from $3.54 million for2020. This decrease was primarily due to a $534,000 decrease in gain on sales of loans, a $201,000 decrease in other non-interest income, a $179,000 increase in the valuation allowance on loan servicing rights, and smaller decreases in several other categories. These decreases to non-interest income were partially offset by a $294,000 increase in ATM and debit card interchange transaction fees and smaller increases in several other categories. The decrease in gain on sales of loans was primarily due to a decrease in the dollar amount of fixed-rate one- to four-family loans originated and sold during the current quarter and a decrease in the average pricing margin compared to the same period last year. The decrease in the other non-interest income category was related to a non-recurring $200,000 recovery (during the quarter ended June 30, 2019. The increase was primarily due to a $1.62 million increase in gain on sale of loans, a $200,000 recovery2020) of a previously charged off receivable acquired in the South Sound Acquisition (which is recordedAcquisition. The valuation allowance on loan servicing rights was primarily due to an increase in the "Other, net"projected mortgage prepayment speeds as mortgage interest rates decreased during the quarter. The increase in ATM and debit card interchange transaction fees was primarily due to an increase in the dollar volume of debit card transactions.

Total non-interest income category)for the nine months ended June 30, 2021 increased by $1.24 million, or 9.9%, to $13.71 million from $12.47 million for the nine months ended June 30, 2020. This increase was primarily due to a $1.54 million increase in gain on sales of loans, a $577,000 increase in ATM and debit card interchange transaction fees, and smaller increases in several other categories. These increases were partially offset by a $317,000$491,000 decrease in servicethe other non-interest income category, a $193,000 decrease in services charges on deposits, and smaller decreases in several other categories. The increase in gain on salesales of loans was primarily due to an increase in the dollar amount of fixed ratefixed-rate one- to four-family loans originated and sold during the current quarterperiod and an increase in the average pricing margin. The increased mortgage banking volumes were largely duemargin compared to increased refinance activity for single family homes due to lower mortgage interest rates. The decrease in service charges on deposits was primarily due to a decrease in overdraft fee income.

Total non-interest income for the nine months ended June 30, 2020 increased by $1.73 million, or 16.1%, to $12.47 million from $10.74 million for the nine months ended June 30, 2019. This increase was primarily due to a $2.64 million increase in gain on sale of loans, recoveries of $483,000 of previously charged off receivables acquired in the South Sound Acquisition (which is recorded in "Other, net" non-interest income category), and smaller increases in several other categories. These increases were partially offset by $1.06 million decrease in BOLI net earnings, a $445,000 decrease in service charges on deposits, and smaller decreases in several other categories.same period last year. The increase in gain on sale of loansATM and debit card interchange transaction fees was primarily due to an increase in the dollar volume of fixed-rate one-debit card transactions. The decrease in the other non-interest income category was related to four-family loans sold duringnon-recurring recoveries of $483,000 (during the current period. Net BOLI earnings were higher fornine months ended June 30, 2020) of previously charged off receivables acquired in the comparable period one year ago primarily due to a BOLI death benefit claim.South Sound Acquisition. The decrease in service charges on deposits was primarily due to a decrease in overdraft fee income.

Non-interest Expense:  Total non-interest expense decreased by $306,000,$48,000, or 3.4%0.6%, to $8.61 million for the quarter ended June 30, 2021 from $8.66 million for the quarter ended June 30, 2020 from $8.97 million for the quarter ended June 30, 2019.2020. This decrease was primarily due to a $384,000an $82,000 decrease in data processingpremises and telecommunicationequipment expense and smaller decreases in several other categories. These decreasescategories, which were partially offset by smaller increases in several categories. Data processing expenses and telecommunications expense were higherThe efficiency ratio for the prior year'scurrent quarter dueimproved to expenses associated with49.43% from 49.96% for the core-operating system conversion.comparable quarter one year ago.
49



Total non-interest expense decreasedincreased by $1.48$255,000, or 1.0%, to $25.57 million or 5.6%, tofor the nine months ended June 30, 2021 from $25.32 million for the nine months ended June 30, 2020 from $26.81 million for the nine months ended June 30, 2019. This decrease2020. The increase was primarily due to a $965,000 decrease$185,000 increase in FDIC insurance expense, a $166,000 increase in data
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processing and telecommunications expense, and smaller decreasesincreases in several other categories. These decreasescategories, which were partially offset by smaller increasesa $149,000 improvement in severalOREO and other categories. Data processing expenses were higher for the prior year's periodrepossessed assets expense due primarily to expenses associated with the Company's core-operating system conversion. Also reducing expenses for the current nine month period was a $99,000 gaingains on the sale of land acquiredOREO and smaller decreases in several categories. The increase in FDIC insurance expense was primarily due to an assessment credit which reduced the expense in the South Sound Acquisition that had been held for future expansion.

comparable period in 2020. The efficiency ratio forincrease in data processing and telecommunications expense was primarily due to the current quarter improved to 49.96% from 54.43% for the comparable quarter one year agoaddition of several technology products and theincreased processing volumes. The efficiency ratio for the nine months ended June 30, 20202021 improved to 49.81%48.75% from 54.98%49.81% for the nine months ended June 30, 2019.2020.

Provision for Income Taxes: The provision for income taxes decreasedincreased by $89,000,$323,000, or 5.7%22.1%, to $1.79 million for the quarter ended June 30, 2021 from $1.46 million for the quarter ended June 30, 2020 from $1.55 million for the quarter ended June 30, 2019, primarily due to deferred tax adjustments.2020. The provision for income taxestax increased by $142,000$916,000, or 3.3%20.8%, to $5.32 million for the nine months ended June 30, 2021 from $4.40 million for the nine months ended June 30, 2020 from $4.26 million2020. These increases in the provision for income taxes were primarily due to higher income before income taxes. The Company's effective income tax rate was 20.27% for the quarter ended June 30, 2021 and 19.06% for the quarter ended June 30, 2020. The Company's effective tax rate was 19.79% for the nine months ended June 30, 2019. The Company's effective income tax rate was 19.06% for the quarter ended June 30, 20202021 and 20.67% for the quarter ended June 30, 2019. The Company's effective income tax rate was 19.73% for the nine months ended June 30, 2020 and 19.42% for the nine months ended June 30, 2019.2020.


Liquidity

The Company’s primary sources of funds are customer deposits, proceeds from principal and interest payments on loans, the sale of loans, maturing investment securities, maturing CDs held for investment and FHLB borrowings (if needed).  While maturities and the scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

Liquidity management is both a short and long-term responsibility of the Bank’s management.  The Bank adjusts its investments in liquid assets based upon management’s assessment of (i) expected loan demand, (ii) projected loan sales, (iii) expected deposit flows, and (iv) yields available on interest-bearing deposits.  Excess liquidity is invested generally in interest-bearing overnight deposits and other short-term investments.

The Bank generally maintains sufficient cash and short-term investments to meet short-term liquidity needs.  At June 30, 2020,2021, the Bank’s regulatory liquidity ratio (net cash, and short-term and marketable assets, as a percentage of net deposits and short-term liabilities) was 27.35%38.48%.

The Company’s total cash and cash equivalents and CDs held for investment increased by $122.30$154.95 million, or 55.2%40.8%, to $343.66$534.94 million at June 30, 20202021 from $221.36$380.00 million at September 30, 2019.2020. If the Bank requires funds that exceed its ability to generate them internally, it has additional borrowing capacity with the FHLB, the Federal Reserve Bank of San Francisco ("FRB") and Pacific Coast Bankers' Bank ("PCBB"). At June 30, 2020,2021, the Bank maintained an uncommitted credit facility with the FHLB that provided for immediately available borrowings up to an aggregate amount equal to 45% of total assets, limited by available collateral. At June 30, 2020,2021, the Bank had $365.40$5.00 million in FHLB borrowings outstanding and $402.02 million available for additional FHLB borrowings. At June 30, 2020,Additionally, the Bank had $10.00 million in FHLB borrowings outstanding. The Bank also has a Letter of Credit ("LOC") of up to $5.00 million with the FHLB for the purpose of collateralizing Washington State Public Deposits. Any amount pledged under the LOC reduces the Bank's available borrowing amount under the FHLB advance agreement. The Bank maintains a short-term borrowing line with the FRB with available total credit based on eligible collateral.  At June 30, 2020,2021, the Bank had $73.39$65.41 million available for borrowings with the FRB and there was no outstanding balance on this borrowing line. The Bank also maintains a $50.00 million overnight borrowing line with PCBB. At June 30, 2020,2021, the Bank did not have an outstanding balance on this borrowing line.

The Bank’s primary investing activity is the origination of one- to four-family mortgage loans, commercial mortgage loans, construction loans, consumer loans, and commercial business loans.  At June 30, 2020,2021, the Bank had loan commitments totaling $113.27$148.29 million and undisbursed construction loans in process totaling $95.79$90.33 million.  The Bank anticipates that it will have sufficient funds available to meet current loan commitments.  CDs that are scheduled to mature in less than one year from June 30, 20202021 totaled $101.50$87.95 million. 





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Capital Resources

The Bank, as a state-chartered, federally insured savings bank, is subject to the capital requirements established by the FDIC. Under the FDIC's capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance-sheet items
54


as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.

Based on its capital levels at June 30, 2020,2021, the Bank exceeded all regulatory capital requirements as of that date. Consistent with the Bank's goals to operate a sound and profitable organization, it is the Bank's policy to maintain a "well-capitalized" status under the regulatory capital categories of the FDIC. Based on capital levels at June 30, 2020,2021, the Bank was considered to be "well-capitalized" under applicable regulatory requirements. Management monitors the capital levels to provide for current and future business opportunities and to maintain the Bank's "well-capitalized" status.

The following table compares the Bank’s actual capital amounts at June 30, 20202021 to its minimum regulatory capital requirements at that date (dollars in thousands):
 Actual
Regulatory
Minimum To
Be “Adequately
Capitalized”
To Be “Well Capitalized”
Under Prompt
Corrective Action
Provisions
 Actual
Regulatory
Minimum To
Be “Adequately
Capitalized”
To Be “Well Capitalized”
Under Prompt
Corrective Action
Provisions
AmountRatioAmountRatioAmountRatio AmountRatioAmountRatioAmountRatio
Leverage Capital Ratio:Leverage Capital Ratio:      Leverage Capital Ratio:      
Tier 1 capitalTier 1 capital$164,010  11.35 %$57,787  4.00 %$72,234  5.00 %Tier 1 capital$185,369 10.87 %$68,190 4.00 %$85,238 5.00 %
Risk-based Capital Ratios:Risk-based Capital Ratios:Risk-based Capital Ratios:
Common equity tier 1 capitalCommon equity tier 1 capital164,010  19.04  38,767  4.50  55,997  6.50  Common equity tier 1 capital185,369 20.90 39,912 4.50 57,651 6.50 
Tier 1 capitalTier 1 capital164,010  19.04  51,690  6.00  68,920  8.00  Tier 1 capital185,369 20.90 53,216 6.00 70,955 8.00 
Total capitalTotal capital174,809  20.29  68,920  8.00  86,149  10.00  Total capital196,489 22.15 70,955 8.00 88,693 10.00 

In addition to the minimum common equity Tier 1 ("CET1"), Tier 1 and total capital 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 retained income that could be utilized for such actions. At June 30, 2020,2021, the Bank's CET1 capital exceeded the required capital conservation buffer.

Timberland Bancorp, Inc. is a bank holding company registered with the Federal Reserve. Bank holding companies are subject to capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve. For a bank holding company with less than $3.0 billion in assets (as of June 30th of the preceding year), the capital guidelines apply on a bank only basis, and the Federal Reserve expects the holding company's subsidiary bank to be well capitalized under the prompt corrective action regulations. If Timberland Bancorp, Inc. were subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets, at June 30, 2020,2021, Timberland Bancorp, Inc. would have exceeded all regulatory requirements.

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The following table presents for informational purposes the regulatory capital ratios for Timberland Bancorp, Inc. as of June 30, 20202021 (dollars in thousands):
ActualActual
AmountRatio AmountRatio
Leverage Capital Ratio:Leverage Capital Ratio:  Leverage Capital Ratio:  
Tier 1 capitalTier 1 capital$167,159  11.55 %Tier 1 capital$188,406 11.03 %
Risk-based Capital Ratios:Risk-based Capital Ratios:Risk-based Capital Ratios:
Common equity tier 1 capitalCommon equity tier 1 capital167,159  19.39  Common equity tier 1 capital188,406 21.22 
Tier 1 capitalTier 1 capital167,159  19.39  Tier 1 capital188,406 21.22 
Total capitalTotal capital177,964  20.65  Total capital199,540 22.47 

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Key Financial Ratios and Data
(Dollars in thousands, except per share data)
Three Months Ended June 30,Nine Months Ended
June 30,
Three Months Ended June 30,Nine Months Ended
June 30,
20202019202020192021202020212020
PERFORMANCE RATIOS:
PERFORMANCE RATIOS:
   
PERFORMANCE RATIOS:
   
Return on average assetsReturn on average assets1.70 %1.93 %1.79 %1.94 %Return on average assets1.63 %1.70 %1.74 %1.79 %
Return on average equityReturn on average equity13.83 %14.56 %13.53 %14.86 %Return on average equity14.02 %13.83 %14.76 %13.53 %
Net interest marginNet interest margin3.63 %4.49 %4.08 %4.49 %Net interest margin3.22 %3.63 %3.30 %4.08 %
Efficiency ratioEfficiency ratio49.96 %54.43 %49.81 %54.98 %Efficiency ratio49.43 %49.96 %48.75 %49.81 %


Item 3.  Quantitative and Qualitative Disclosures About Market Risk
There were no material changes in information concerning market risk from the information provided in the Company’s Form 10-K for the fiscal year ended September 30, 2019.2020.


Item 4.  Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures:  An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s senior management as of the end of the period covered by this report.  The Company’s Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 20202021 the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
 
(b)Changes in Internal Controls:  There have been no changes in ourthe Company's internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that occurred during the quarter ended June 30, 2020,2021, that have materially affected, or are reasonably likely to materially affect, ourthe Company's internal control over financial reporting.  The Company continued, however, to implement suggestions from its internal auditor and independent auditors to strengthen existing controls.  The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud.  A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met.  Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns in controls or procedures can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any control procedure is 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 over time, controls may become inadequate because of changes in conditions, or the degree of
56


compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

PART II.   OTHER INFORMATION

Item 1.       Legal Proceedings
Neither the Company nor the Bank is a party to any material legal proceedings at this time.  From time to time,
the Bank is involved in various claims and legal actions arising in the ordinary course of business.

Item 1A.    Risk Factors
In light of recent developments relating toThere have been no material changes in the Coronavirus disease (“COVID-19”) pandemic, the Company is supplementing its risk factors containedRisk Factors previously disclosed in Item 1A of its Annual Report onthe Company's Form 10-K for the fiscal year ended September 30, 2019, as filed with the Securities and Exchange Commission on December 9, 2019. The following risk factor should be read in conjunction with the risk factors described in the 2019 Form 10-K.

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, many of whom are currently under some level government restrictions.  As an essential business, we continue to provide banking and financial services to our customers with drive-thru access available at the majority of our branch locations and in-person services available by appointment. We also opened several branch lobbies in June with modified access. 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.

A number of our employees currently are working 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, other than through government sponsored programs such as the Paycheck 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 efficacy of the extraordinary measures being put in place to address its economic consequences are unknown, including a continued low targeted federal funds rate, until the pandemic subsides, we expect our net interest income and net interest margin will be adversely affected in the near term, if not longer. 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 fiscal 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 increased loan delinquencies, adversely classified loans and loan charge-offs will increase in the future as a result of the pandemic. Consistent with guidance
57


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 June 30, 2020, we hold and service SBA PPP loans with an aggregate balance of $122.58 million. These SBA PPP loans are subject to the provisions of the 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 SBA PPP borrowers will seek full or partial forgiveness of their loan obligations. We could face additional risks in our administrative capabilities to service our SBA 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.

We are an entity separate and distinct from our principal subsidiary, Timberland Bank, and derive substantially all of our revenue at the holding company level in the form of dividends from that subsidiary. If the COVID-19 pandemic were to materially adversely affect Timberland Bank’s regulatory capital levels or liquidity, it may result in Timberland Bank being unable to pay dividends to us, which may result in our not being able to pay dividends on our common stock at the same rate or at all.
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.2020.

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

(a)    Not applicable

(b)    Not applicable

(c)    Stock Repurchases

The following table sets forth the shares repurchased by the Company during the quarter ended June 30, 2020:2021:
PeriodTotal No. of Shares RepurchasedAverage Price Paid Per ShareTotal No. of Shares Purchased as Part of Publicly Announced PlanMaximum No. of Shares that May Yet Be Purchased Under the Plan (1)
4/1/2021 - 4/30/2021— $— — 415,970 
5/1/2021 - 5/31/2021— — — 415,970 
6/1/2021 - 6/30/202116,688 28.084 16,688 399,282 
Total16,688 $28.084 16,688 399,282 
PeriodTotal No. of Shares RepurchasedAverage Price Paid Per ShareTotal No. of Shares Purchased as Part of Publicly Announced PlanMaximum No. of Shares that May Yet Be Purchased Under the Plan (1)
4/1/2020 - 4/30/2020— $— — 144,852 
5/1/2020 - 5/31/2020— — — 144,852 
6/1/2020 - 6/30/2020— — — 144,852 
Total— $— — 144,852 

(1) On July 28, 2015February 24, 2021, the Company announced a plan to repurchase 352,681415,970 shares of the Company's common stock. As of June 30, 2020, a total of 207,8292021, 16,688 shares had been repurchased, at an average price of $15.71 per share and there were 144,852399,282 shares still authorized to be repurchased under the plan. All shares were repurchased through open market broker transactions and no shares were directly repurchased from directors or officers of the Company.


Item 3.      Defaults Upon Senior Securities
Not applicable.

Item 4.     Mine Safety Disclosures
Not applicable.

Item 5.     Other Information
None to be reported.

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Item 6.         Exhibits

(a)   Exhibits
2.1Agreement and Plan of Merger, dated as of May 22, 2018, by and between Timberland Bancorp, Timberland Bank and South Sound Bank (1)
3.1
3.33.2
4.1Form of Certificate of Timberland Bancorp, Inc. Common Stock (2)(1)
10.1
10.2
10.4
10.5
10.610.7
10.8
10.9
10.10
10.1110.10Timberland Bancorp, Inc. 2019 Equity Incentive Plan (10)(8)
31.1
31.2
32
101The following materials from Timberland Bancorp Inc's Quarterly Report 10-Q for the quarter ended March 31, 2020,June 30, 2021, formatted on Extensible Business Reporting Language (XBRL) (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Shareholders' Equity; (e) Consolidated Statements of Cash Flows; and (f) Notes to Unaudited Consolidated Financial Statements
_________________
(1)Incorporated by reference to the Registrant's Current Report on Form 8-K filed on May 23, 2018.
(2)(1)Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (333-35817).
(3)(2)Incorporated by reference to the Registrant's Current Report on Form 8-K filed on June 28, 2019.January 20, 2021.
(4)(3)Incorporated by reference to the Registrant's Current Report on Form 8-K filed on April 16, 2007.
(5)(4)Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997.
(6)Incorporated by reference to the Registrant’s 2004 Annual Meeting Proxy Statement dated December 24, 2003.
(7)(5)Incorporated by reference to the Exhibit 99.2 included in the Registrant's Registration Statement on Form S-8 (333-1161163).
(8)(6)Incorporated by reference to the Registrant's Current Report on Form 8-K filed on March 29, 2013.
(9)(7)Attached as Appendix A to the Registrant's Annual Meeting Proxy Statement filed on December 19, 2014.
(10)(8)Attached as Appendix A to the Registrant's Annual Meeting Proxy Statement filed on December 18, 2019.
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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.
 

 
 Timberland Bancorp, Inc. 
  
  
Date: August 5, 20202021
By:  /s/ Michael R. Sand                                   
 Michael R. Sand 
 Chief Executive Officer 
 (Principal Executive Officer) 
  
 
 
Date: August 5, 20202021
By:  /s/ Dean J. Brydon                                    
 Dean J. Brydon 
 Chief Financial Officer
(Principal Financial Officer)
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