UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the quarterly period ended SeptemberJune 30, 20162017 
 
or
[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
           For the transition period from ____________ to ____________
 
Commission File Number: 001-33652
 
 
FIRST FINANCIAL NORTHWEST, INC.
(Exact name of registrant as specified in its charter)
 
Washington 26-0610707
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
   
201 Wells Avenue South, Renton, Washington 98057
(Address of principal executive offices) (Zip Code)
   
Registrant’s telephone number, including area code: (425) 255-4400
   

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES    X   NO      

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

YES    X   NO      

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
_____
Accelerated filer    X    
  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   X   

Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of common stock, as of the latest practicable date: As of NovemberAugust 3, 2016, 10,931,4312017, 11,039,665 shares of the issuer'sissuer’s common stock, $0.01 par value per share, were outstanding.

FIRST FINANCIAL NORTHWEST, INC.
FORM 10-Q
TABLE OF CONTENTS
                                                                      Page
PART I - FINANCIAL INFORMATION
 
 Item 1.Financial Statements
 Item 2.Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
 Item 3.Quantitative and Qualitative Disclosures About Market Risk
 Item 4.Controls and Procedures
   PART II - OTHER INFORMATION
 
 Item 1.Legal Proceedings
 Item 1A.Risk Factors
 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
 Item 3.Defaults upon Senior Securities
 Item 4.Mine Safety Disclosures
 Item 5.Other Information
 Item 6.Exhibits
SIGNATURES
 
 

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


Part 1. Financial Information

Item 1. Financial Statements

September 30, 2016 December 31, 2015June 30, 2017 December 31, 2016
Assets 
(Unaudited)  (Unaudited)  
Cash on hand and in banks$5,803
 $5,713
$7,418
 $5,779
Interest-earning deposits with banks26,708
 99,998
10,996
 25,573
Investments available-for-sale, at fair value133,865
 129,565
133,951
 129,260
Loans receivable, net of allowance of $11,006 and $9,463845,930
 685,072
Loans receivable, net of allowance of $11,285 and $10,951861,672
 815,043
Federal Home Loan Bank ("FHLB") stock, at cost10,031
 6,137
8,902
 8,031
Accrued interest receivable3,378
 2,968
3,165
 3,147
Deferred tax assets, net3,053
 4,556
2,620
 3,142
Other real estate owned ("OREO")2,331
 3,663
1,825
 2,331
Premises and equipment, net18,296
 17,707
19,501
 18,461
Bank owned life insurance ("BOLI"), net23,950
 23,309
28,721
 24,153
Prepaid expenses and other assets1,353
 1,225
2,937
 2,664
Total assets$1,074,698
 $979,913
$1,081,708
 $1,037,584
      
Liabilities and Stockholders' Equity 
   
  
Deposits:      
Noninterest-bearing deposits$33,060
 $29,392
$35,126
 $33,422
Interest-bearing deposits659,111
 646,015
700,449
 684,054
Total deposits692,171
 675,407
735,575
 717,476
FHLB Advances221,500
 125,500
191,500
 171,500
Advance payments from borrowers for taxes and insurance3,752
 1,794
2,183
 2,259
Accrued interest payable116
 135
286
 231
Other liabilities6,105
 6,404
8,650
 7,993
Total liabilities923,644
 809,240
938,194
 899,459
 
   
  
Commitments and contingencies

 



 

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

 

 
Common stock, $0.01 par value; authorized 90,000,000 shares; issued and
outstanding 11,898,149 shares at September 30, 2016, and 13,768,814
shares at December 31, 2015
119
 138
Common stock, $0.01 par value; authorized 90,000,000 shares; issued and
outstanding 11,041,865 shares at June 30, 2017, and 10,938,251
shares at December 31, 2016
110
 109
Additional paid-in capital111,066
 136,338
98,469
 96,852
Retained earnings, substantially restricted46,569
 42,892
51,844
 48,981
Accumulated other comprehensive gain (loss), net of tax71
 (1,077)
Accumulated other comprehensive loss, net of tax(984) (1,328)
Unearned Employee Stock Ownership Plan ("ESOP") shares(6,771) (7,618)(5,925) (6,489)
Total stockholders' equity151,054
 170,673
143,514
 138,125
Total liabilities and stockholders' equity$1,074,698
 $979,913
$1,081,708
 $1,037,584

See accompanying selected notes to consolidated financial statements.

3


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

Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Interest income              
Loans, including fees$9,967
 $8,698
 $27,742
 $25,932
$10,352
 $9,048
 $20,379
 $17,775
Investments available-for-sale792
 578
 2,224
 1,585
887
 757
 1,732
 1,432
Interest-earning deposits38
 67
 198
 196
Interest-earning deposits with banks42
 47
 86
 160
Dividends on FHLB stock45
 15
 136
 20
62
 44
 144
 91
Total interest income10,842
 9,358
 30,300
 27,733
11,343
 9,896
 22,341
 19,458
Interest expense     
  
     
  
Deposits1,545
 1,369
 4,469
 4,016
1,776
 1,441
 3,467
 2,924
FHLB advances363
 325
 933
 963
FHLB advances and other borrowings570
 272
 1,015
 570
Total interest expense1,908
 1,694
 5,402
 4,979
2,346
 1,713
 4,482
 3,494
Net interest income8,934
 7,664
 24,898
 22,754
8,997
 8,183
 17,859
 15,964
Provision (recapture of provision) for loan losses900
 (700) 1,400
 (1,300)
Net interest income after provision (recapture of provision) for loan losses8,034
 8,364
 23,498
 24,054
Provision for loan losses100
 600
 300
 500
Net interest income after provision for loan losses8,897
 7,583
 17,559
 15,464
Noninterest income     
  
     
  
Net gain on sale of investments33
 85
 33
 85
56
 
 56
 
BOLI income251
 213
 641
 369
116
 225
 317
 391
Wealth management revenue165
 41
 656
 64
307
 281
 447
 491
Other224
 108
 531
 377
252
 202
 446
 306
Total noninterest income673
 447
 1,861
 895
731
 708
 1,266
 1,188
Noninterest expense 
    
  
 
    
  
Salaries and employee benefits3,821
 3,488
 11,436
 10,153
4,409
 3,841
 8,694
 7,615
Occupancy and equipment467
 387
 1,463
 1,039
579
 488
 1,059
 996
Professional fees458
 472
 1,487
 1,284
482
 561
 921
 1,029
Data processing259
 176
 700
 523
519
 251
 759
 441
Loss (Gain) on sale of OREO property, net
 
 87
 (531)
(Gain) loss on sale of OREO property, net(5) 89
 (5) 87
OREO market value adjustments
 
 257
 5

 
 50
 257
OREO related (reimbursements) expenses, net(11) 24
 (45) 17
OREO related reimbursements, net(15) (14) (25) (34)
Regulatory assessments82
 119
 319
 351
112
 117
 208
 237
Insurance and bond premiums86
 89
 260
 270
98
 86
 197
 174
Marketing67
 103
 145
 190
52
 40
 100
 78
Other general and administrative25
 523
 990
 1,244
605
 613
 946
 965
Total noninterest expense5,254
 5,381
 17,099
 14,545
6,836
 6,072
 12,904
 11,845
Income before federal income tax provision3,453
 3,430
 8,260
 10,404
2,792
 2,219
 5,921
 4,807
Federal income tax provision847
 984
 2,389
 3,361
924
 779
 1,709
 1,542
Net income$2,606
 $2,446
 $5,871
 $7,043
$1,868
 $1,440
 $4,212
 $3,265
Basic earnings per common share$0.22
 $0.18
 $0.47
 $0.51
$0.18
 $0.12
 $0.41
 $0.26
Diluted earnings per common share$0.22
 $0.18
 $0.47
 $0.51
$0.18
 $0.11
 $0.40
 $0.26
Basic weighted average number of common shares outstanding11,859,683
 13,372,573
 12,329,815
 13,719,522
10,363,345
 12,390,234
 10,341,654
 12,567,464
Diluted weighted average number of common shares outstanding12,011,952
 13,528,322
 12,481,379
 13,878,549
10,500,829
 12,530,720
 10,503,023
 12,718,155
See accompanying selected notes to consolidated financial statements.

4


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


Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
Net income$2,606
 $2,446
 $5,871
 $7,043
$1,868
 $1,440
 $4,212
 $3,265
Other comprehensive income, before tax:              
Gross unrealized holding (losses) gains on investments available-for-sale(509) 205
 1,800
 (65)
Tax benefit (provision)178
 (72) (631) 22
Gross unrealized holding gains on investments available-for-sale453
 866
 829
 2,308
Tax provision(159) (303) (290) (808)
Reclassification adjustment for net gains realized in income(33) (85) (33) (85)(56) 
 (56) 
Tax provision12
 30
 12
 30
Other comprehensive (loss) income, net of tax(352) 78
 $1,148
 $(98)
Tax benefit20
 
 20
 
Loss on cash flow hedge(306) 
 $(243) $
Tax benefit107
 
 $84
 $
Other comprehensive income, net of tax59
 563
 $344
 $1,500
Total comprehensive income$2,254
 $2,524
 $7,019
 $6,945
$1,927
 $2,003
 $4,556
 $4,765

See accompanying selected notes to consolidated financial statements.



5


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


Shares Common Stock Additional Paid-in Capital Retained Earnings 
Accumulated Other Comprehensive Income (Loss),
 net of tax
 
Unearned
ESOP
Shares
 Total Stockholders' EquityShares Common Stock Additional Paid-in Capital Retained Earnings 
Accumulated Other Comprehensive (Loss) Income,
 net of tax
 
Unearned
ESOP
Shares
 Total Stockholders’ Equity
Balances at December 31, 201415,167,381
 $151
 $153,395
 $36,969
 $(357) $(8,746) $181,412
Balances at December 31, 201513,768,814
 $138
 $136,338
 $42,892
 $(1,077) $(7,618) $170,673
Net income
 
 
 3,265
 
 
 3,265
Other comprehensive income
 
 
 7,043
 (98) 
 6,945

 
 
 
 1,500
 
 1,500
Exercise of stock options100,000
 1
 690
 
 
 
 691
55,673
 
 244
 
 
 
 244
Issuance of common stock - restricted stock awards14,052
 
 
 
 
 
 
Compensation related to stock options and restricted stock awards
 
 330
 
 
 
 330

 
 383
 
 
 
 383
Allocation of 84,639 ESOP shares
 
 185
 
 
 846
 1,031
Allocation of 56,426 ESOP shares
 
 189
 
 
 565
 754
Repurchase and retirement of common stock(1,067,714) (10) (12,975) 
 
 
 (12,985)(436,154) (4) (5,843) 
 
 
 (5,847)
Cash dividend declared and paid ($0.18 per share)
 
 
 (2,469) 
 
 (2,469)
Balances at September 30, 201514,199,667
 $142
 $141,625
 $41,543
 $(455) $(7,900) $174,955
Canceled common stock - restricted stock awards(74,478) (1) 1
 
 
 
 
Cash dividend declared and paid ($0.12 per share)
 
 
 (1,517) 
 
 (1,517)
Balances at June 30, 201613,327,907
 $133
 $131,312
 $44,640
 $423
 $(7,053) $169,455

Shares Common 
Stock
 Additional 
Paid-in
Capital
 Retained
Earnings
 Accumulated Other Comprehensive Income (Loss),  net of tax Unearned
ESOP
Shares
 Total
Stockholders' Equity
Shares Common 
Stock
 Additional 
Paid-in
Capital
 Retained
Earnings
 Accumulated Other Comprehensive (Loss) Income,  net of tax Unearned
ESOP
Shares
 Total
Stockholders' Equity
Balances at December 31, 201513,768,814
 $138
 $136,338
 $42,892
 $(1,077) $(7,618) $170,673
Balances at December 31, 201610,938,251
 $109
 $96,852
 $48,981
 $(1,328) $(6,489) $138,125
Net income

 

 

 5,871
 

 

 5,871

 
 
 4,212
 
 
 4,212
Other comprehensive income
 
 
 
 1,148
 
 1,148

 
 
 
 344
 
 344
Exercise of stock options63,173
 1
 317
 
 
 
 318
115,880
 1
 1,132
 
 
 
 1,133
Issuance of common stock - restricted stock awards, net8,752
 
 (74) 
 
 
 (74)10,434
 
 
 
 
 
 
Compensation related to stock options and restricted stock awards
 
 505
 
 
 
 505

 
 401
 
 
 
 401
Allocation of 84,639 ESOP shares
 
 298
 
 
 847
 1,145
Allocation of 56,428 ESOP shares
 
 446
 
 
 564
 1,010
Repurchase and retirement of common stock(1,868,112) (19) (26,319) 
 
 
 (26,338)(22,700) 
 (362) 
 
 
 (362)
Canceled common stock - restricted stock awards(74,478) (1) 1
 
 
 
 
Cash dividend declared and paid ($0.18 per share)
 
 
 (2,194) 
 
 (2,194)
Balances at September 30, 201611,898,149
 $119
 $111,066
 $46,569
 $71
 $(6,771) $151,054
Cash dividend declared and paid ($0.13 per share)
 
 
 (1,349) 
 
 (1,349)
Balances at June 30, 201711,041,865
 $110
 $98,469
 $51,844
 $(984) $(5,925) $143,514

See accompanying selected notes to consolidated financial statements.

6


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

Nine Months Ended September 30,Six Months Ended June 30,
2016 20152017 2016
Cash flows from operating activities:      
Net income$5,871
 $7,043
$4,212
 $3,265
Adjustments to reconcile net income to net cash provided by
operating activities:
 
   
  
Provision (recapture of provision) for loan losses1,400
 (1,300)
Provision for loan losses300
 500
OREO market value adjustments257
 5
50
 257
Loss (gain) on sale of OREO property, net87
 (531)
(Gain) loss on sale of OREO property, net(5) 87
Gain on sale of investments available-for-sale(33) (85)(56) 
Loss on sale of premises and equipment23
 
Depreciation of premises and equipment797
 570
536
 524
Amortization of premiums and discounts on investments available-for-sale, net726
 852
331
 498
Deferred federal income taxes884
 3,174
336
 309
Allocation of ESOP shares1,145
 1,031
1,010
 754
Stock compensation expense505
 330
401
 383
Change in cash surrender value of BOLI(641) (369)
Increase in cash surrender value of BOLI(317) (391)
Changes in operating assets and liabilities:   
   
Prepaid expenses and other assets(128) 217
Net increase in advance payments from borrowers for taxes and insurance1,958
 1,232
Accrued interest receivable(410) 193
Accrued interest payable(19) 
Other liabilities(299) 1,357
(Increase) decrease in prepaid expenses and other assets(516) 32
Net (decrease) increase in advance payments from borrowers for taxes and insurance(76) 350
Increase in accrued interest receivable(18) (190)
Increase (decrease) in accrued interest payable55
 (21)
Increase (decrease) in other liabilities657
 (591)
Net cash provided by operating activities12,100
 13,719
6,923
 5,766
Cash flows from investing activities: 
  
 
  
Proceeds from sales of OREO properties988
 5,715
461
 988
Proceeds from calls and sales of investments available-for-sale24,921
 23,771
4,742
 430
Principal repayments on investments available-for-sale12,375
 14,463
5,253
 8,203
Purchases of investments available-for-sale(40,522) (44,674)(14,188) (13,285)
Net increase in loans receivable(162,258) (9,723)(46,929) (81,474)
(Redemption) purchase of FHLB stock(3,894) 208
Purchase of FHLB stock(871) (1,494)
Purchases of premises and equipment(1,386) (1,351)(1,599) (1,023)
Surrender of BOLI10,182
 

 10,182
Purchase of BOLI(10,182) (20,000)(4,251) (10,182)
Net cash used by investing activities(169,776) (31,591)(57,382) (87,655)
Cash flows from financing activities: 
  
 
  
Net increase in deposits16,764
 50,940
Net increase (decrease) in deposits18,099
 (15,197)
Advances from the FHLB335,000
 
40,000
 160,000
Repayments of advances from the FHLB(239,000) 
(20,000) (124,000)
Proceeds from stock options exercises318
 691
1,133
 244
Net share settlement of stock awards(74) 
Repurchase and retirement of common stock(26,338) (12,985)(362) (5,847)
Dividends paid(2,194) (2,469)(1,349) (1,517)
Net cash provided by financing activities84,476
 36,177
37,521
 13,683
      
Continued      

7


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

      
Nine Months Ended September 30,Six Months Ended June 30,
2016 20152017 2016
      
Net (decrease) increase in cash and cash equivalents$(73,200) $18,305
Net decrease in cash and cash equivalents$(12,938) $(68,206)
Cash and cash equivalents at beginning of period105,711
 104,049
31,352
 105,711
Cash and cash equivalents at end of period$32,511
 $122,354
$18,414
 $37,505
      
Supplemental disclosures of cash flow information: 
  
 
  
Cash paid during the period for: 
  
 
  
Interest paid$5,421
 $4,979
$4,427
 $3,515
Federal income taxes paid2,025
 177
1,900
 1,175
Noncash items: 
  
 
  
Loans transferred to OREO, net of deferred loan fees and
allowance for loan losses
$
 $141
Change in unrealized loss on investments available for sale1,767
 (150)
Change in unrealized loss on investments available-for-sale$773
 $2,308
Change in gain on cash flow hedge(243) 

See accompanying selected notes to consolidated financial statements.


8



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

Note 1 - Description of Business

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

First Financial Northwest Bank is headquartered in Renton, Washington, where its main, full serviceit has a full-service retail branch is located. In addition,as well as a smaller branch located in a commercial development known as the Bank opened“Landing”. Three additional, smaller branches are located in Mill Creek and Edmonds, both in Snohomish County, Washington and the community of Crossroads in Bellevue, in King County, Washington. The Bank has received regulatory approval to open a new branch in Bothell, also in King County, Washington, which is expected to open in the thirdfourth quarter of 2015, Edmonds, Washington in the first quarter of 2016, and2017. The Landing in Renton, Washington in the third quarter of 2016. The Bank'sBank’s primary market area consists of King, Snohomish, Pierce and Kitsap counties, Washington. In addition to these de novo branches, the Bank has received FDIC, DFI and California Department of Business Oversight approvals on the acquisition of four Washington branches located in the Clearview area in Snohomish, the Smokey Point area in Arlington, and Lake Stevens, all in Snohomish County, and Woodinville, in King County. The acquisition is scheduled to close during the third quarter of 2017, subject to customary closing conditions.

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

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

Note 2 - Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2015,2016, as filed with the SEC. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the unaudited interim consolidated financial statements in accordance with GAAP have been included. All significant intercompany balances and transactions between the Company and its subsidiaries have been eliminated in consolidation. Operating results for the ninesix months ended SeptemberJune 30, 2016,2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.2017. In preparing the unaudited consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the allowance for loan and lease losses ("ALLL"(“ALLL”), the valuation of other real estate owned ("OREO"(“OREO”) and the underlying collateral of impaired loans, deferred tax assets, and the fair value of financial instruments.

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

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


9


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



Note 3 - Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with CustomerCustomers (Topic 606). In August 2015, FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606) which postponed the effective date of 2014-09. Subsequently, in March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations. This amendment clarifies that an entity should determine if it is the principal or the agent for each specified good or service promised in a contract with a customer. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The core principle of Topic 606 is that an entity must recognize revenue when it has satisfied a performance obligation of transferring promised goods or services to a customer. The standard is effective for public entities for interim and annual periods beginning after December 15, 2017; early adoption is not permitted. The standard allows for full retrospective adoption for all periods presented or modified retrospective adoption to only the most current period presented in the financial statements. The cumulative effect of initially applying the standard is recognized at the date of the initial application. Our primary source of revenue is interest income, which is recognized as it is earned and is deemed to be in compliance with this ASU. With respect to noninterest income, the Company is in its preliminary stages of identifying and evaluating the revenue streams and underlying revenue contracts within the scope of the guidance. The Company is currently evaluatingexpecting to begin developing processes and procedures during 2017 to ensure it is fully compliant with these amendments. To date, the provisionsCompany has not yet identified any significant changes in the timing of revenue recognition when considering the amended accounting guidance; however, the Company’s implementation efforts are ongoing and such assessments may change prior to determine the potentialJanuary 1, 2018 implementation date. Accordingly, the Company does not expect implementation of this standard to have a material impact the new standard will have on the Company'sour consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments--Overall, Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. The amendments in this ASU also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in instrument-specific credit risk. In addition, the ASU eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The ASU also clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity'sentity’s other deferred tax assets. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted for fiscal years or interim periods that have not yet been issued if adopted at the beginning of the fiscal year. The Company is reviewing our available-for-sale investment portfolio in accordance with the provision of this standard. The adoption of ASU 2016-01 is not expected to have a material impact on the Company'sCompany’s consolidated financial statements.
        
In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). ASU No. 2016-02 requires lessees to recognize on the balance sheet the assets and liabilities arising from operating leases. A lessee should recognize a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. A lessee should include payments to be made in an optional period only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. For a finance lease, interest payments should be recognized separately from amortization of the right-of-use asset in the statement of comprehensive income. For operating leases, the lease cost should be allocated over the lease term on a generally straight-line basis. The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendments in the ASU is permitted. The effect of the adoption will depend on leases at the time of ASU 2016-02adoption. Once adopted, we expect to report higher assets and liabilities as a result of including right-of-use assets and lease liabilities related to certain banking offices and certain equipment under noncancelable operating lease agreements, however, based on current leases, the adoption is expected to increase our consolidated balance sheets by less than 5% and not expected to have a material impact on the Company's consolidated financial statements.our regulatory capital ratios.
In March 2016, FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. Topic 815 requires that embedded derivatives be separated from the host contract and accounted for separately as derivatives if certain criteria are met, including the “clearly and closely related” criterion. The amendments in this ASU clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The amendments in this ASU apply to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. This ASU applies to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Adoption of ASU 2016-06 is not expected to have a material impact on the Company's consolidated financial statements.

In March 2016, FASB issued ASU No. 2016-09, Compensation--Stock Compensation (Topic 718). This ASU was issued as part of the FASB's Simplification Initiative and addresses accounting for share-based payment transactions, including income tax consequences and classification on the statement of cash flows. Under this ASU, all excess tax benefits and deficiencies should be recognized as income tax expense or benefit in the income statement. The tax effect of vested or exercised awards should be reported separately in the period in which they occur. In the statement of cash flows, excess tax benefits should be classified with

10


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


other income tax cash flows as an operating activity. Entities have the option of accounting for forfeitures when they occur or to estimate the number of awards that are expected to vest. The amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. First Financial Northwest has adopted ASU 2016-09 with no material impact on the Company's consolidated financial statements.

In June 2016, FASB issued ASU No. 2016-13, Financial Instruments--Credit Losses (Topic 326). This ASU replaces the existing incurred loss impairment methodology that recognizes credit losses when a probable loss has been incurred with new methodology where loss estimates are based upon lifetime expected credit losses. The amendments in this ASU require a financial asset that is measured at amortized cost to be presented at the net amount expected to be collected. The income statement would then reflect the measurement of credit losses for newly recognized financial assets as well as changes to the expected credit losses that have taken place during the reporting period. The measurement of expected credit losses will be based on historical information, current conditions, and reasonable and supportable forecasts that impact the collectability of the reported amount. Available-for-saleAvailable-for-

10


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


sale securities will bifurcate the fair value mark and establish an allowance for credit losses through the income statement for the credit portion of that mark. The interest portion will continue to be recognized through accumulated other comprehensive income or loss. The change in allowance recognized as a result of adoption will occur through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the ASU is adopted. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2018. The Company is evaluating our current expected loss methodology of our loan and investment portfolios to identify the necessary modifications in accordance with this standard and expects a change in the processes and procedures to calculate the ALLL, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. A valuation adjustment to our ALLL or investment portfolio that is identified in this process will be reflected as a one-time adjustment in equity rather than earnings. We are evaluating the potential impact adoption of this standard will have on our consolidated financial statements and expect to shortly begin developing and implementing processes and procedures to ensure we are fully compliant with the amendments at the adoption date. Once adopted, we expect our allowance for loan losses to increase, however, until our evaluation is complete the magnitude of the adoption of ASU 2016-13.increase will be unknown.

In August 2016, FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.Payments. This ASU was to address the appropriate classification of eight specific cash flow issues on the cash flow statement. Debt prepayment costs should be classified as an outflow for financing activities. Settlement of zero-coupon debt instruments divides the interest portion as an outflow for operating activities and the principal portion as an outflow for financing activities. Contingent consideration payments made after a business combination should be classified as outflows for financing and operating activities. Proceeds from the settlement of bank-owned life insurance policies should be classified as inflows from investing activities. Other specific areas are identified in the ASU as to the appropriate classification of the cash inflows or outflows. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted and must be applied using a retrospective transition method to each period presented. The Company is evaluating our current cash flow statement classifications in accordance with the standard. Adoption of ASU 2016-15 is not expected to have a material impact on the Company’s consolidated financial statements.

In January 2017, FASB issued ASU 2017-01, Business Combinations (Topic 805). This ASU clarifies the definition of a business to assist in determining whether transactions should be accounted for as acquisitions (or disposals) or assets or businesses. The amendments in this ASU provide a screen to determine when a set of assets and activities is not a business, thereby reducing the number of transactions requiring further evaluation. If the screen is not met, the amendments in this ASU further provide a framework to evaluate if the criteria is present to qualify for a business. This ASU is effective for annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. Adoption of ASU 2017-01 is not expected to have a material impact on the Company’s consolidated financial statements.     

In January 2017, FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 323). The ASU amends the Codification for SEC staff announcements made at recent Emerging Issues Task Force (EITF) meetings. The SEC guidance that specifically relates to the Company’s consolidated financial statements was from the September 2016 meeting, where the SEC staff expressed their expectations about the extent of disclosures registrants should make about the effects of the new FASB guidance as well as any amendments issued prior to adoption, in particular on revenue (ASU 2014-09), leases (ASU 2016-02) and credit losses on financial instruments (ASU 2016-13) in accordance with Staff Accounting Bulletin Topic 11.M. Registrants are required to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in a future period. In cases where a registrant cannot reasonably estimate the impact of the adoption, then additional qualitative disclosures should be considered. The ASU incorporates these SEC staff views into Topic 250 and adds references to that guidance in the transition paragraphs of each of the three new standards. The Company has adopted the amendments in this ASU and appropriate disclosures have been included in this Note for each recently issued accounting standard.

In January 2017, FASB issued ASU No. 2017-04, Intangibles--Goodwill and Other (Topic 350). This ASU simplifies the impairment calculation for subsequent measurement of goodwill by eliminating the step of comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the amendments in this ASU, an entity will evaluate the carrying amount of a reporting unit to its fair value, as if the reporting unit had been acquired in a business combination. An impairment charge should be recognized for the amount that the carrying amount exceeds the fair value, not to exceed the amount of goodwill. The income tax effect should be considered for any tax deductible goodwill when measuring the impairment loss. While the Company does not have any goodwill to recognize from any previous transaction, this ASU will apply to the impairment analysis of goodwill recognized in future transactions. The amendments in this ASU are effective for goodwill impairment tests

11


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


in fiscal years beginning after December 15, 2019. Early adoption is permitted for reporting periods after January 1, 2017. Adoption of ASU 2017-04 is not expected to have a material impact on the Company’s consolidated financial statements.
In March 2017, FASB issued ASU No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The ASU shortens the amortization period for certain callable debt securities held at a premium. The standard will take effect for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of ASU No. 2017-08 is not expected to have a material impact on the Company's consolidated financial statements.

In May 2017, FASB issued ASU No. 2017-09, Compensation--Stock Compensation (Topic 718): Scope of Modification Accounting. The ASU was issued to provide clarity as to when to apply modification accounting when there is a change in the terms or conditions of a share-based payment award. According to this ASU, an entity should account for the effects of a modification unless the fair value, vesting conditions, and balance sheet classification of the award is the same after the modification as compared to the original award prior to the modification. The standard is effective for reporting periods beginning after December 15, 2017, with early adoption permitted. The adoption of ASU No. 2017-09 is not expected to have a material impact on the Company’s consolidated financial statements.

Note 4 - Investments

Investments available-for-sale are summarized as follows at the dates indicated:
 September 30, 2016
 Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair Value

(In thousands)
Mortgage-backed investments:       
   Fannie Mae$41,456
 $719
 $(31) $42,144
   Freddie Mac18,969
 489
 
 19,458
   Ginnie Mae20,006
 114
 (153) 19,967
Municipal bonds13,237
 584
 (4) 13,817
U.S. Government agencies14,296
 174
 (5) 14,465
Corporate bonds24,007
 404
 (397) 24,014
Total$131,971
 $2,484
 $(590) $133,865

11


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


 June 30, 2017
 Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair Value

(In thousands)
Mortgage-backed investments:       
   Fannie Mae$46,664
 $164
 $(625) $46,203
   Freddie Mac15,865
 87
 (72) 15,880
   Ginnie Mae18,425
 28
 (559) 17,894
Municipal bonds14,137
 210
 (29) 14,318
U.S. Government agencies15,175
 90
 (127) 15,138
Corporate bonds24,504
 412
 (398) 24,518
Total$134,770
 $991
 $(1,810) $133,951
December 31, 2015December 31, 2016
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair ValueAmortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair Value
(In thousands)(In thousands)
Mortgage-backed investments:              
Fannie Mae$50,288
 $260
 $(227) $50,321
$42,060
 $126
 $(854) $41,332
Freddie Mac26,011
 243
 (117) 26,137
18,013
 95
 (99) 18,009
Ginnie Mae13,802
 44
 (114) 13,732
19,133
 41
 (540) 18,634
Municipal bonds11,787
 277
 
 12,064
13,203
 11
 (107) 13,107
U.S. Government agencies13,541
 89
 (88) 13,542
15,937
 75
 (155) 15,857
Corporate bonds14,010
 4
 (245) 13,769
22,506
 241
 (426) 22,321
Total$129,439
 $917
 $(791) $129,565
$130,852
 $589
 $(2,181) $129,260
 
The tables below summarize the aggregate fair value and gross unrealized loss by length of time those investment securities have been continuously in an unrealized loss position at the dates indicated. At September 30, 2016, we had two municipal bonds in an unrealized loss position. At December 31, 2015, we had no municipal bonds in an unrealized loss position.indicated:

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


September 30, 2016June 30, 2017
Less Than 12 Months 12 Months or Longer TotalLess Than 12 Months 12 Months or Longer Total
Fair Value 
Unrealized
Loss
 Fair Value 
Unrealized
Loss
 Fair Value 
Unrealized
Loss
Fair Value 
Gross Unrealized
Loss
 Fair Value 
Gross Unrealized
Loss
 Fair Value 
Gross Unrealized
Loss
(In thousands)(In thousands)
Mortgage-backed investments:                      
Fannie Mae$9,194
 $(31) $
 $
 $9,194
 $(31)$35,902
 $(625) $
 $
 $35,902
 $(625)
Freddie Mac10,039
 (72) 
 
 10,039
 (72)
Ginnie Mae15,877
 (153) 
 
 15,877
 (153)16,285
 (559) 
 
 16,285
 (559)
Municipal bonds447
 (4) 
 
 447
 (4)2,844
 (29) 
 
 2,844
 (29)
U.S. Government agencies2,002
 (2) 1,617
 (3) 3,619
 (5)8,447
 (127) 
 
 8,447
 (127)
Corporate bonds3,883
 (117) 4,720
 (280) 8,603
 (397)1,499
 (2) 7,103
 (396) 8,602
 (398)
Total$31,403
 $(307) $6,337
 $(283) $37,740
 $(590)$75,016
 $(1,414) $7,103
 $(396) $82,119
 $(1,810)
December 31, 2015December 31, 2016
Less Than 12 Months 12 Months or Longer TotalLess Than 12 Months 12 Months or Longer Total
Fair Value 
Unrealized
Loss
 Fair Value 
Unrealized
Loss
 Fair Value 
Unrealized
Loss
Fair Value 
Gross Unrealized
Loss
 Fair Value 
Gross Unrealized
Loss
 Fair Value 
Gross Unrealized
Loss
(In thousands)(In thousands)
Mortgage-backed investments:                      
Fannie Mae$37,593
 $(227) $
 $
 $37,593
 $(227)$34,763
 $(854) $
 $
 $34,763
 $(854)
Freddie Mac12,115
 (117) 
 
 12,115
 (117)8,343
 (99) 
 
 8,343
 (99)
Ginnie Mae5,508
 (29) 3,233
 (85) 8,741
 (114)16,734
 (540) 
 
 16,734
 (540)
Municipal bonds8,815
 (107) 
 
 8,815
 (107)
U.S. Government agencies9,605
 (88) 
 
 9,605
 (88)9,000
 (153) 1,426
 (2) 10,426
 (155)
Corporate bonds10,263
 (245) 
 
 10,263
 (245)3,880
 (119) 4,693
 (307) 8,573
 (426)
Total$75,084
 $(706) $3,233
 $(85) $78,317
 $(791)$81,535
 $(1,872) $6,119
 $(309) $87,654
 $(2,181)

On a quarterly basis, management makes an assessment to determine whether there have been any events or economic circumstances to indicate that a security on which there is an unrealized loss is impaired on an other-than-temporary basis. The Company considers many factors including the severity and duration of the impairment, recent events specific to the issuer or industry, and for debt securities, external credit ratings and recent downgrades. Securities on which there is an unrealized loss that is deemed to be an other-than-temporary impairment ("OTTI"(“OTTI”) are written down to fair value. If the Company intends to sell a debt security, or it is likely that the Company will be required to sell the debt security before recovering its cost basis, the entire impairment loss would be recognized in earnings as an OTTI. If the Company does not intend to sell the debt security and it is not likely that it will be required to sell the debt security but does not expect to recover the entire amortized cost basis of the debt

12


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


security, only the portion of the impairment loss representing credit losses would be recognized in earnings. The credit loss on a debt security is measured as the difference between the amortized cost basis and the present value of the cash flows expected to be collected. Projected cash flows are discounted by the original or current effective interest rate depending on the nature of the debt security being measured for potential OTTI. The remaining impairment related to all other factors, the difference between the present value of the cash flows expected to be collected and fair value, is recognized as a charge to other comprehensive income (“OCI”). Impairment losses related to all other factors are presented as separate categories within OCI. At SeptemberJune 30, 20162017 and December 31, 2015,2016, the Company had 1746 securities and 4353 securities in an unrealized loss position, respectively, of whichrespectively. At June 30, 2017 and December 31, 2016, the Company had five securities and four and three,securities, respectively, were in an unrealized loss position for 12 months or more. Management reviewed the financial condition of the entities issuing municipal or corporate bonds at SeptemberJune 30, 20162017 and December 31, 2015,2016, and determined that an OTTI charge was not warranted.

The amortized cost and estimated fair value of investments available-for-sale at SeptemberJune 30, 2016,2017, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Investments not due at a single maturity date, primarily mortgage-backed investments, are shown separately.

13


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


September 30, 2016June 30, 2017
Amortized Cost Fair ValueAmortized Cost Fair Value
(In thousands)(In thousands)
Due within one year$515
 $517
$5,506
 $5,521
Due after one year through five years8,861
 8,919
4,915
 4,918
Due after five years through ten years25,518
 25,804
24,652
 24,739
Due after ten years16,646
 17,056
18,743
 18,796
51,540
 52,296
53,816
 53,974
Mortgage-backed investments80,431
 81,569
80,954
 79,977
Total$131,971
 $133,865
$134,770
 $133,951

Under Washington state law, in order to participate in the public funds program the Company is required to pledge eligible securities as collateral in an amount equal to 50% of the public deposits held.held less the FDIC insured amount. Investment securities with market values of $24.0$21.7 million and $17.4$22.6 million were pledged as collateral for public deposits at SeptemberJune 30, 20162017 and December 31, 2015,2016, respectively, both of which exceeded the collateral requirements established by the Washington Public Deposit Protection Commission.

For the three and ninesix months ended SeptemberJune 30, 2016,2017, we had calls and sales on investment securities of $24.5$4.7 million and $24.9 million, respectively, generating a net gain of $33,000.$56,000. For the three and ninesix months ended SeptemberJune 30, 2015,2016, we had calls and sales ofon investment securities of $22.1 million$385,000, and $23.7 million,$430,000, respectively, generating a netwith no gain or loss. There were no sales of $85,000.investments during the six months ended June 30, 2016.

    


1314


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


Note 5 - Loans Receivable

Loans receivable are summarized as follows at the dates indicated: 
 September 30, 2016 December 31, 2015
 (In thousands)
One-to-four family residential:   
Permanent owner occupied$148,304
 $147,229
Permanent non-owner occupied107,601
 106,543
 255,905
 253,772
Multifamily:   
Permanent135,414
 122,747
Construction (1)
49,325
 21,115
 184,739
 143,862
Commercial real estate:   
Permanent329,204
 244,211
Land (2)
27,916
 8,290
 357,120
 252,501
Construction/land development:   
One-to-four family residential62,120
 52,233
Multifamily49,471
 25,551
Land development3,793
 8,768
 115,384
 86,552
    
Business8,023
 7,604
Consumer6,526
 6,979
Total loans927,697
 751,270
    
Less:   
Loans in process ("LIP")68,492
 53,854
Deferred loan fees, net2,269
 2,881
Allowance for loan and lease losses ("ALLL")11,006
 9,463
Loans receivable, net$845,930
 $685,072
______________________
(1) Construction/land development excludes construction loans that will convert to permanent loans. The Company considers these loans to be "rollovers" in that one loan is originated for both the construction loan and permanent financing. These loans are classified according to the underlying collateral.

(2) Includes raw land or buildable lots where the Company does not intend to finance the construction.
 June 30, 2017 December 31, 2016
 (In thousands)
One-to-four family residential:   
Permanent owner occupied$137,816
 $137,834
Permanent non-owner occupied118,816
 111,601
 256,632
 249,435
    
Multifamily125,884
 123,250
    
Commercial real estate317,218
 303,694
    
Construction/land:   
One-to-four family residential76,404
 67,842
Multifamily123,497
 111,051
Commercial1,100
 
Land39,012
 30,055
 240,013
 208,948
    
Business15,206
 7,938
Consumer9,031
 6,922
Total loans963,984
 900,187
    
Less:   
Loans in process ("LIP")88,475
 72,026
Deferred loan fees, net2,552
 2,167
Allowance for loan and lease losses ("ALLL")11,285
 10,951
Loans receivable, net$861,672
 $815,043

At SeptemberJune 30, 2016,2017, loans totaling $434.6$448.2 million were pledged to secure borrowings from the FHLB of Des Moines compared to $365.1$472.1 million at December 31, 2015.2016.

The Company has issued loans to officers and directors on the same terms as comparable loans to unrelated parties. The outstanding balance of these loans was $65,000 at September 30, 2016 and $118,000 at December 31, 2015.

ALLL. The Company maintains an ALLL as a reserve against probable and inherent risk of losses in its loan portfolios. The ALLL is comprised of a general reserve component for loans evaluated collectively for loss and a specific reserve component for loans evaluated individually. When an issue is identified and it is determined that the loan needs to be classified as nonperforming and/or impaired, an evaluation of the discounted expected cash flows is done and an appraisal may be obtained on the collateral.

14


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


Based on this evaluation, additional provision for loan loss or charge-offs is recorded prior to the end of the financial reporting period.

The following tables summarize changes in the ALLL and loan portfolio by loan type and impairment method at the dates and for the periods shown: 


15


 At or For the Three Months Ended September 30, 2016
 One-to-Four
Family
Residential
 Multifamily Commercial 
Real Estate
 Construction/
Land Development
 Business Consumer Total
 (In thousands)
ALLL:             
Beginning balance$2,747
 $1,421
 $4,021
 $1,403
 $217
 $325
 $10,134
   Charge-offs
 
 
 
 
 (28) (28)
   Recoveries
 
 
 
 
 
 
   Provision (recapture)(60) 130
 641
 178
 25
 (14) 900
Ending balance$2,687
 $1,551
 $4,662
 $1,581
 $242
 $283
 $11,006
FIRST FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


At or For the Three Months Ended June 30, 2017
One-to-Four
Family
Residential
 Multifamily Commercial 
Real Estate
 Construction/
Land
 Business Consumer Total
(In thousands)
ALLL:             
Beginning balance$2,542
 $1,188
 $4,027
 $2,791
 $311
 $299
 $11,158
Charge-offs
 
 
 
 
 
 
Recoveries27
 
 
 
 
 
 27
Provision (recapture)58
 43
 (294) 151
 146
 (4) 100
Ending balance$2,627
 $1,231
 $3,733
 $2,942
 $457
 $295
 $11,285
             
At or For the Nine Months Ended September 30, 2016At or For the Six Months Ended June 30, 2017
One-to-Four
Family
Residential
 Multifamily Commercial 
Real Estate
 Construction/
Land
Development
 Business Consumer TotalOne-to-Four
Family
Residential
 Multifamily Commercial 
Real Estate
 Construction/
Land
 Business Consumer Total
(In thousands)(In thousands)
ALLL:                          
Beginning balance$3,028
 $1,298
 $3,542
 $941
 $229
 $425
 $9,463
$2,551
 $1,199
 $3,893
 $2,792
 $237
 $279
 $10,951
Charge-offs
 
 
 
 
 (47) (47)
 
 
 
 
 
 
Recoveries85
 
 104
 
 
 1
 190
33
 
 
 
 
 1
 34
Provision (recapture)(426) 253
 1,016
 640
 13
 (96) 1,400
43
 32
 (160) 150
 220
 15
 300
Ending balance$2,687
 $1,551
 $4,662
 $1,581
 $242
 $283
 $11,006
$2,627
 $1,231
 $3,733
 $2,942
 $457
 $295
 $11,285

 
 
 
 
 
 

 
 
 
 
 
 
ALLL by category:

 

 

 

 

 

 



 

 

 

 

 

 

General reserve$2,369
 $1,551
 $4,474
 $1,581
 $242
 $283
 $10,500
$2,446
 $1,231
 $3,710
 $2,942
 $457
 $295
 $11,081
Specific reserve318
 
 188
 
 
 
 506
181
 
 23
 
 
 
 204

 
 
 
 
 
 

 
 
 
 
 
 
Loans: (1)

 
 
 
 
 
  
 
 
 
 
 
  
Total loans$255,905
 $159,083
 $357,120
 $72,545
 $8,023
 $6,530
 $859,206
$256,632
 $125,884
 $316,675
 $152,082
 $15,206
 $9,031
 $875,510
Loans collectively evaluated for impairment (2)
227,650
 157,511
 352,203
 72,545
 8,023
 6,400
 824,332
236,951
 124,738
 313,015
 152,082
 15,206
 8,933
 850,925
Loans individually evaluated for impairment (3)
28,255
 1,572
 4,917
 
 
 130
 34,874
19,681
 1,146
 3,660
 
 
 98
 24,585
____________ 

(1) Net of LIP.
(2) Loans collectively evaluated for general reserves.
(3) Loans individually evaluated for specific reserves.




1516


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


 At or For the Three Months Ended September 30, 2015
 One-to-Four
Family
Residential
 Multifamily Commercial 
Real Estate
 Construction/
Land Development
 Business Consumer Total
 (In thousands)
ALLL:             
Beginning balance$3,536
 $1,187
 $4,436
 $819
 $189
 $436
 $10,603
   Charge-offs(2) 
 
 
 
 (20) (22)
   Recoveries217
 
 48
 
 
 
 265
   Provision (recapture)(245) 15
 (579) 76
 21
 12
 (700)
Ending balance$3,506
 $1,202
 $3,905
 $895
 $210
 $428
 $10,146
At or For the Three Months Ended June 30, 2016
One-to-Four
Family
Residential
 Multifamily Commercial 
Real Estate
 Construction/
Land
 Business Consumer Total
(In thousands)
ALLL:             
Beginning balance$2,840
 $1,184
 $3,497
 $1,392
 $197
 $361
 $9,471
Charge-offs
 
 
 
 
 
 
Recoveries63
 
 
 
 
 
 63
Provision (recapture)(156) 10
 274
 488
 20
 (36) 600
Ending balance$2,747
 $1,194
 $3,771
 $1,880
 $217
 $325
 $10,134
             
At or For the Nine Months Ended September 30, 2015At or For the Six Months Ended June 30, 2016
One-to-Four
Family
Residential
 Multifamily Commercial 
Real Estate
 Construction/
Land
Development
 Business Consumer TotalOne-to-Four
Family
Residential
 Multifamily Commercial 
Real Estate
 Construction/
Land
 Business Consumer Total
(In thousands)(In thousands)
ALLL:                          
Beginning balance$3,694
 $1,646
 $4,597
 $355
 $47
 $152
 $10,491
$3,028
 $1,193
 $3,395
 $1,193
 $229
 $425
 $9,463
Charge-offs(27) (281) 
 
 
 (54) (362)
 
 
 
 
 (19) (19)
Recoveries908
 
 105
 
 3
 301
 1,317
85
 
 104
 
 
 1
 190
Provision (recapture)(1,069) (163) (797) 540
 160
 29
 (1,300)(366) 1
 272
 687
 (12) (82) 500
Ending balance$3,506
 $1,202
 $3,905
 $895
 $210
 $428
 $10,146
$2,747
 $1,194
 $3,771
 $1,880
 $217
 $325
 $10,134

 
 
 
 
 
 

 
 
 
 
 
 
ALLL by category:

 

 

 

 

 

 



 

 

 

 

 

 

General reserve$2,945
 $1,199
 $3,665
 $895
 $210
 $388
 $9,302
$2,346
 $1,194
 $3,664
 $1,824
 $217
 $325
 $9,570
Specific reserve561
 3
 240
 
 
 40
 844
401
 
 107
 56
 
 
 564

 
 
 
 
 
 

 
 
 
 
 
 
Loans: (1)

 
 
 
 
 
  
 
 
 
 
 
  
Total loans255,536
 123,752
 253,687
 41,073
 6,973
 6,655
 687,676
$251,732
 $132,189
 $285,449
 $95,209
 $7,208
 $6,333
 $778,120
Loans collectively evaluated for impairment (2)
217,660
 120,467
 245,947
 41,073
 6,973
 6,444
 638,564
220,597
 130,610
 281,002
 94,715
 7,208
 6,226
 740,358
Loans individually evaluated for impairment (3)
37,876
 3,285
 7,740
 
 
 211
 49,112
31,135
 1,579
 4,447
 494
 
 107
 37,762
_____________ 

(1) Net of LIP.
(2) Loans collectively evaluated for general reserves.
(3) Loans individually evaluated for specific reserves.


1617


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



Past Due Loans. Loans are considered past due if a scheduled principal or interest payment is due and unpaid for 30 days or more. At SeptemberJune 30, 2016, total2017, past due loans comprised 0.02%were 0.01% of total loans receivable, net of LIP. In comparison, past due loans were 0.06% of total loans receivable, net of LIP as compared to 0.18% at December 31, 2015.2016. The following tables represent a summary of the aging of loans by type at the dates indicated:

Loans Past Due as of September 30, 2016    Loans Past Due as of June 30, 2017    
30-59 Days
60-89 Days
90 Days and
Greater

Total Past
Due

Current
Total (1) (2)
30-59 Days 60-89 Days 90 Days and
Greater
 Total Past
Due
 Current 
Total (1) (2)
(In thousands)(In thousands)
Real estate:                      
One-to-four family residential:                      
Owner occupied$
 $
 $169
 $169
 $148,135
 $148,304
$85
 $
 $
 $85
 $137,731
 $137,816
Non-owner occupied
 
 
 
 107,601
 107,601

 
 
 
 118,816
 118,816
Multifamily
 
 
 
 159,086
 159,086

 
 
 
 125,884
 125,884
Commercial real estate
 
 
 
 357,120
 357,120

 
 
 
 316,675
 316,675
Construction/land development
 
 
 
 72,546
 72,546
Construction/land
 
 
 
 152,082
 152,082
Total real estate
 
 169
 169
 844,488
 844,657
85
 
 
 85
 851,188
 851,273
Business
 
 
 
 8,023
 8,023

 
 
 
 15,206
 15,206
Consumer12
 
 25
 37
 6,489
 6,526

 
 
 
 9,031
 9,031
Total loans$12
 $
 $194
 $206
 $859,000
 $859,206
$85
 $
 $
 $85
 $875,425
 $875,510
 ________________ 

(1) There were no loans 90 days and greater past due and still accruing interest at SeptemberJune 30, 20162017.
(2) Net of LIP.

Loans Past Due as of December 31, 2015    Loans Past Due as of December 31, 2016    
30-59 Days
60-89 Days
90 Days and
Greater

Total Past
Due

Current
Total (1) (2)
30-59 Days 60-89 Days 90 Days and
Greater
 Total Past
Due
 Current 
Total (1) (2)
(In thousands)(In thousands)
Real estate:                      
One-to-four family residential:                      
Owner occupied$678
 $483
 $
 $1,161
 $146,068
 $147,229
$304
 $
 $169
 $473
 $137,361
 $137,834
Non-owner occupied
 
 
 
 106,543
 106,543

 
 
 
 111,601
 111,601
Multifamily
 
 
 
 133,388
 133,388

 
 
 
 123,250
 123,250
Commercial real estate
 
 
 
 252,501
 252,501

 
 
 
 303,694
 303,694
Construction/land development
 
 
 
 43,172
 43,172
Construction/land
 
 
 
 136,922
 136,922
Total real estate678
 483
 
 1,161
 681,672
 682,833
304
 
 169
 473
 812,828
 813,301
Business
 
 
 
 7,604
 7,604

 
 
 
 7,938
 7,938
Consumer
 78
 19
 97
 6,882
 6,979

 
 
 
 6,922
 6,922
Total loans$678
 $561
 $19
 $1,258
 $696,158
 $697,416
$304
 $
 $169
 $473
 $827,688
 $828,161
_________________ 

(1) There were no loans 90 days and greater past due and still accruing interest at December 31, 2015.2016.
(2) Net of LIP.







1718


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






Nonaccrual Loans. The following table is a summary of nonaccrual loans by loan type at the dates indicated:

September 30, 2016 December 31, 2015June 30, 2017 December 31, 2016
(In thousands)(In thousands)
One-to-four family residential$986
 $996
$528
 $798
Consumer87
 89
55
 60
Total nonaccrual loans$1,073
 $1,085
$583
 $858

During the three and ninesix months ended SeptemberJune 30, 2016,2017, interest income that would have been recognized had these nonaccrual loans been performing in accordance with their original terms was $13,000$9,000 and $40,000,$18,000, respectively. For the three and ninesix months ended SeptemberJune 30, 2015,2016, foregone interest on nonaccrual loans was $31,000$13,000 and $87,000,$27,000, respectively.

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

September 30, 2016June 30, 2017
One-to-Four
Family
Residential
 Multifamily Commercial
Real Estate
 Construction /
Land
Development
 Business Consumer 
Total (1)
One-to-Four
Family
Residential
 Multifamily Commercial
Real Estate
 Construction /
Land
 Business Consumer 
Total (1)
(In thousands)(In thousands)
Performing (2)
$254,919
 $159,086
 $357,120
 $72,546
 $8,023
 $6,439
 $858,133
$256,104
 $125,884
 $316,675
 $152,082
 $15,206
 $8,976
 $874,927
Nonperforming (3)
986
 
 
 
 
 87
 1,073
528
 
 
 
 
 55
 583
Total loans$255,905
 $159,086
 $357,120
 $72,546
 $8,023
 $6,526
 $859,206
$256,632
 $125,884
 $316,675
 $152,082
 $15,206
 $9,031
 $875,510
_____________

(1) 
Net of LIP.
(2) 
There were $147.3$137.3 million of owner-occupied one-to-four family residential loans and $107.6$118.8 million of non-owner occupied one-to-four family residential loans classified as performing.
(3) 
There were $986,000The $528,000 of owner-occupied one-to-four family residential loans and no non-owner occupied one-to-four family residential loans classified as nonperforming.nonperforming are all owner-occupied.
December 31, 2015December 31, 2016
One-to-Four
Family
Residential
 Multifamily Commercial
Real Estate
 Construction/
Land
Development
 Business Consumer 
Total (1)
One-to-Four
Family
Residential
 Multifamily Commercial
Real Estate
 Construction/
Land
 Business Consumer 
Total (1)
(In thousands)(In thousands)
Performing (2)
$252,776
 $133,388
 $252,501
 $43,172
 $7,604
 $6,890
 $696,331
$248,637
 $123,250
 $303,694
 $136,922
 $7,938
 $6,862
 $827,303
Nonperforming (3)
996
 
 
 
 
 89
 1,085
798
 
 
 
 
 60
 858
Total loans$253,772
 $133,388
 $252,501
 $43,172
 $7,604
 $6,979
 $697,416
$249,435
 $123,250
 $303,694
 $136,922
 $7,938
 $6,922
 $828,161
_____________

(1) Net of LIP.    
(2) There were $146.2$137.0 million of owner-occupied one-to-four family residential loans and $106.5$111.6 million of non-owner occupied one-to-four family residential loans classified as performing.
(3) There were $996,000The $798,000 of owner-occupied one-to-four family residential loans and no non-owner occupied one-to-four family residential loans classified as nonperforming.nonperforming are all owner-occupied.

Impaired Loans. A loan is considered impaired when we have determined that we may be unable to collect payments of principal or interest when due under the terms of the original loan document. There were no funds committed to be advanced in connection with impaired loans at either SeptemberJune 30, 2016,2017, or December 31, 2015.2016.

1819


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



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

September 30, 2016June 30, 2017

Recorded Investment (1)
 
Unpaid Principal Balance (2)

Related Allowance
Recorded Investment (1)
 
Unpaid Principal Balance (2)
 Related Allowance
(In thousands)(In thousands)
Loans with no related allowance: 
 
      
One-to-four family residential:





 
 
Owner occupied$2,414

$2,738



$1,982
 $2,265
 $
Non-owner occupied19,179

19,197



12,664
 12,679
 
Multifamily1,572

1,572



1,146
 1,146
 
Commercial real estate1,347

1,425



2,913
 2,990
 
Consumer130

212



98
 145
 
Total24,642

25,144


18,803
 19,225
 
Loans with an allowance:









 

 

One-to-four family residential:









 

 

Owner occupied1,902

1,972

57
1,673
 1,720
 45
Non-owner occupied4,760

4,781

261
3,362
 3,383
 136
Commercial real estate3,570

3,570

188
747
 747
 23
Total10,232

10,323

506
5,782
 5,850
 204
Total impaired loans:









 

 

One-to-four family residential:









 

 

Owner occupied4,316

4,710

57
3,655
 3,985
 45
Non-owner occupied23,939

23,978

261
16,026
 16,062
 136
Multifamily1,572

1,572


1,146
 1,146
 
Commercial real estate4,917

4,995

188
3,660
 3,737
 23
Consumer130

212


98
 145
 
Total$34,874

$35,467

$506
$24,585
 $25,075
 $204
_________________ 

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




1920


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


December 31, 2015December 31, 2016
Recorded Investment (1)
 
Unpaid Principal Balance (2)
 Related Allowance
Recorded Investment (1)
 
Unpaid Principal Balance (2)
 Related Allowance
(In thousands)(In thousands)
Loans with no related allowance:          
One-to-four family residential:          
Owner occupied$3,169
 $3,441
 $
$2,216
 $2,475
 $
Non-owner occupied23,285
 23,310
 
16,634
 16,652
 
Multifamily415
 414
 
1,564
 1,564
 
Commercial real estate2,675
 2,857
 
2,952
 3,012
 
Consumer132
 183
 
103
 148
 
Total29,676
 30,205
 
23,469
 23,851
 
Loans with an allowance:          
One-to-four family residential:          
Owner occupied2,120
 2,189
 85
1,896
 1,965
 51
Non-owner occupied7,521
 7,573
 427
4,326
 4,347
 151
Multifamily1,180
 1,180
 3
Commercial real estate2,716
 2,717
 178
755
 755
 26
Consumer76
 76
 39
Construction/land495
 495
 81
Total13,613
 13,735
 732
7,472
 7,562
 309
Total impaired loans:          
One-to-four family residential:          
Owner occupied5,289
 5,630
 85
4,112
 4,440
 51
Non-owner occupied30,806
 30,883
 427
20,960
 20,999
 151
Multifamily1,595
 1,594
 3
1,564
 1,564
 
Commercial real estate5,391
 5,574
 178
3,707
 3,767
 26
Construction/land495
 495
 81
Consumer208
 259
 39
103
 148
 
Total$43,289
 $43,940
 $732
$30,941
 $31,413
 $309
_________________ 

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



2021


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



The following tables presenttable presents the average recorded investment in loans individually evaluated for impairment and the interest income recognized for the three and ninesix months ended SeptemberJune 30, 20162017 and 2015:2016:

 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016
 Average Recorded Investment
Interest Income Recognized
Average Recorded Investment
Interest Income Recognized
 (In thousands)
Loans with no related allowance:

 

    
   One-to-four family residential:

 

    
      Owner occupied$2,434
 $57
 $2,679
 $123
      Non-owner occupied20,208
 296
 21,234
 878
Multifamily1,576
 26
 1,189
 79
Commercial real estate1,796
 31
 2,089
 77
Consumer119
 3
 123
 8
Total26,133
 413
 27,314
 1,165



 

    
Loans with an allowance:

 

    
   One-to-four family residential:

 

    
      Owner occupied2,003
 28
 2,042
 78
      Non-owner occupied5,050
 76
 5,874
 202
Multifamily
 
 393
 
Commercial real estate3,133
 57
 2,994
 166
Consumer
 
 25
 
Total10,186
 161
 11,328
 446



 

    
Total impaired loans:

 

    
   One-to-four family residential:

 

    
      Owner occupied4,437
 85
 4,721
 201
      Non-owner occupied25,258
 372
 27,108
 1,080
Multifamily1,576
 26
 1,582
 79
Commercial real estate4,929
 88
 5,083
 243
Consumer119
 3
 148
 8
Total$36,319
 $574
 $38,642
 $1,611

21


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


 Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015
 Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized
 (In thousands)
Loans with no related allowance:       
   One-to-four family residential:       
      Owner occupied$3,114
 $49
 $3,215
 $131
      Non-owner occupied25,142
 361
 26,835
 1,123
Multifamily2,101
 8
 1,471
 23
Commercial real estate4,757
 85
 4,650
 269
Consumer125
 2
 121
 3
Total35,239
 505
 36,292
 1,549
        
Loans with an allowance:       
   One-to-four family residential:       
      Owner occupied2,131
 12
 2,240
 89
      Non-owner occupied7,772
 115
 8,084
 345
Multifamily1,187
 19
 1,677
 58
Commercial real estate3,199
 41
 3,883
 104
Consumer77
 
 78
 2
Total14,366
 187
 15,962
 598
        
Total impaired loans:       
   One-to-four family residential:       
      Owner occupied5,245
 61
 5,455
 220
      Non-owner occupied32,914
 476
 34,919
 1,468
Multifamily3,288
 27
 3,148
 81
Commercial real estate7,956
 126
 8,533
 373
Consumer202
 2
 199
 5
Total$49,605
 $692
 $52,254
 $2,147

Troubled Debt Restructurings. Certain loan modifications are accounted for as troubled debt restructured loans ("TDRs"). At September 30, 2016, the TDR portfolio totaled $34.0 million, of which two loans totaling $182,000 were on nonaccrual status because they had previously not performed in accordance with the terms of their restructure. As of September 30, 2016, they were both current, however they will remain on nonaccrual status until they have performed for six months and are expected to continue to perform. At December 31, 2015, the TDR portfolio totaled $42.3 million, of which one loan of $131,000 was not performing in accordance with the terms of its restructure and was on nonaccrual status.

The following tables present loans that were modified as TDRs within the periods indicated and their recorded investment both before and after the modification:
 Three Months Ended June 30, 2017 Six Months Ended June 30, 2017
 Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized
 (In thousands)
Loans with no related allowance:

 

 

 
   One-to-four family residential:

 

 

 
      Owner occupied$1,997
 $30
 $2,070
 $61
      Non-owner occupied13,510
 181
 14,551
 374
Multifamily1,149
 19
 1,287
 37
Commercial real estate2,923
 48
 2,932
 101
Consumer99
 2
 100
 4
Total19,678
 280
 20,940
 577



 

 

 
Loans with an allowance:

 

 

 
   One-to-four family residential:

 

 

 
      Owner occupied1,781
 20
 1,819
 43
      Non-owner occupied3,721
 39
 3,922
 81
Commercial real estate749
 10
 751
 21
Construction/land
 
 165
 
Total6,251
 69
 6,657
 145



 

 

 
Total impaired loans:

 

 

 
   One-to-four family residential:

 

 

 
      Owner occupied3,778
 50
 3,889
 104
      Non-owner occupied17,231
 220
 18,473
 455
Multifamily1,149
 19
 1,287
 37
Commercial real estate3,672
 58
 3,683
 122
Construction/land
 
 165
 
Consumer99
 2
 100
 4
Total$25,929
 $349
 $27,597
 $722


22


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


 Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016
 Number of Loans Pre-Modification Outstanding
Recorded
Investment
 Post-Modification Outstanding
Recorded
Investment
 Number of Loans Pre-Modification Outstanding
Recorded
Investment
 Post-Modification Outstanding
Recorded
Investment
 (Dollars in thousands)
One-to-four family
residential:
           
Principal and interest with interest rate concession1
 $316
 $316

15
 $3,490
 $3,490
Advancement of maturity date5
 1,119
 1,119

5
 1,119
 1,119
Commercial real estate:








     
Interest-only payments with interest rate concession and advancement of maturity date
 
 

1
 495
 495
Advancement of maturity date1
 434
 434

1
 434
 434
Total7
 $1,869
 $1,869

22
 $5,538
 $5,538
 Three Months Ended June 30, 2016 Six Months Ended June 30, 2016
 Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized
 (In thousands)
Loans with no related allowance:

 

 

 
   One-to-four family residential:

 

 

 
      Owner occupied$2,516
 $17
 $2,733
 $66
      Non-owner occupied22,084
 286
 22,484
 605
Multifamily1,584
 26
 1,194
 53
Commercial real estate2,251
 35
 2,392
 76
Consumer110
 1
 117
 3
Total28,545
 365
 28,920
 803
 

 

 

 
Loans with an allowance:

 

 

 
   One-to-four family residential:

 

 

 
      Owner occupied2,107
 27
 2,111
 56
      Non-owner occupied5,496
 62
 6,171
 139
Multifamily
 
 393
 
Commercial real estate2,207
 34
 2,211
 70
Construction/land495
 5
 495
 9
Consumer38
 
 50
 
Total10,343
 128
 11,431
 274
 

 

 

 
Total impaired loans:

 

 

 
   One-to-four family residential:

 

 

 
      Owner occupied4,623
 44
 4,844
 122
      Non-owner occupied27,580
 348
 28,655
 744
Multifamily1,584
 26
 1,587
 53
Commercial real estate4,458
 69
 4,603
 146
Construction/land495
 5
 495
 9
Consumer148
 1
 167
 3
Total$38,888
 $493
 $40,351
 $1,077


Troubled Debt Restructurings. Certain loan modifications are accounted for as troubled debt restructured loans (“TDRs”). At June 30, 2017, the TDR portfolio totaled $24.1 million, of which one loan of $106,000 was on nonaccrual status because it had previously not performed in accordance with the terms of its restructure. As of June 30, 2017, it was current, however it will remain on nonaccrual status until it has performed for six months and is expected to continue to perform. At December 31, 2016, the TDR portfolio totaled $30.3 million, of which one loan of $174,000 was not performing in accordance with the terms of its restructure and was on nonaccrual status.

The following tables present loans that were modified as TDRs during the periods indicated and their recorded investment both before and after the modification:


23


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


 Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015
 Number of Loans Pre-Modification Outstanding
Recorded
Investment
 Post-Modification Outstanding
Recorded
Investment
 Number of Loans Pre-Modification Outstanding
Recorded
Investment
 Post-Modification Outstanding
Recorded
Investment
 (Dollars in thousands)
One-to-four family
residential:
           
Interest-only payments with interest rate concession and advancement of maturity date
 $
 $
 6
 $1,439
 $1,439
Principal and interest with interest rate concession and advancement of maturity date2
 $426
 $426
 2
 $426
 $426
Advancement of maturity date
 
 
 2
 248
 248
Commercial real estate:           
Principal and interest with interest rate concession and advancement of maturity date1
 775
 775
 1
 775
 775
Interest-only payments with interest rate concession and advancement of maturity date
 
 
 1
 496
 496
Advancement of maturity date
 
 
 2
 866
 866
Interest-only payments with advancement of maturity date
 
 
 1
 2,004
 2,004
Total3
 $1,201
 $1,201
 15
 $6,254
 $6,254
 Three Months Ended June 30, 2017 Six Months Ended June 30, 2017
 Number of Loans Pre-Modification Outstanding
Recorded
Investment
 Post-Modification Outstanding
Recorded
Investment
 Number of Loans Pre-Modification Outstanding
Recorded
Investment
 Post-Modification Outstanding
Recorded
Investment
 (Dollars in thousands) (Dollars in thousands)
One-to-four family residential:           
Principal and interest with interest rate concession and advancement of maturity date7
 1,968
 1,968
 7
 1,968
 1,968
Total7
 1,968
 1,968
 7
 1,968
 1,968


 Three Months Ended June 30, 2016 Six Months Ended June 30, 2016
 Number of Loans Pre-Modification Outstanding
Recorded
Investment
 Post-Modification Outstanding
Recorded
Investment
 Number of Loans Pre-Modification Outstanding
Recorded
Investment
 Post-Modification Outstanding
Recorded
Investment
 (Dollars in thousands)
One-to-four family residential:           
Principal and interest with interest rate concession16
 $3,155
 $3,155
 17
 $3,711
 $3,711
Commercial real estate:           
Interest-only payments with interest rate concession and advancement of maturity date
 
 
 1
 495
 495
Total16
 $3,155
 $3,155
 18
 $4,206
 $4,206

At SeptemberJune 30, 20162017, the Company had no commitments to extend additional credit to borrowers whose loan terms have been modified in TDRs. All TDRs are also classified as impaired loans and are included in the loans individually evaluated for impairment as part of the calculation of the ALLL.

The TDRs that occurred during the three and ninesix months ended SeptemberJune 30, 2017 and June 30, 2016, were all on existing TDRs and 2015, included granting the borrowerextensions of existing interest rate concessions and advancing the maturity datedates for a period of time ranging from one to three years. No loans accounted for as TDRs were charged-off to the ALLL for the three and ninesix months ended SeptemberJune 30, 20162017 and 2015.2016.

TDRs that default after they have been modified are typically evaluated individually on a collateral basis. Any additional impairment is charged to the ALLL. For the three and six months ended SeptemberJune 30, 20162017, and the three and nine months ended SeptemberJune 30, 2015,2016, no loans that had been modified in the previous 12 months defaulted. During the nine months ended September 30, 2016, one commercial loan of $495,000 that had been modified with an interest rate concession and advancement of maturity date within the previous 12 months missed one payment, but was current as of September 30, 2016.

Credit Quality Indicators. The Company utilizes a nine-category risk rating system and assigns a risk rating for all credit exposures. The risk rating system is designed to define the basic characteristics and identify risk elements of each credit extension. Credits risk rated 1 through 5 are considered to be “pass” credits. Pass credits include assets, such as cash secured loans with funds on deposit with the Bank, where there is virtually no credit risk. Pass credits also include credits that are on the Company'sCompany’s watch list, where the borrower exhibits potential weaknesses, which may, if not checked or corrected, negatively affect the borrower’s

24


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


financial capacity and threaten their ability to fulfill debt obligations in the future. Credits classified as special mention are risk rated 6 and possess weaknesses that deserve management’s close attention. Special mention assets do not expose the Company to sufficient risk to warrant adverse classification in the substandard, doubtful or loss categories. Substandard credits are risk rated

24


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


7. An asset is considered substandard if it is inadequately protected by the current net worth and payment capacity of the borrower or of any collateral pledged.

Substandard assets include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful are risk rated 8 and have all the weaknesses inherent in those credits classified as substandard with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions, and values. Assets classified as loss are risk rated 9 and are considered uncollectible and cannot be justified as a viable asset for the Company. There were no loans classified as doubtful or loss at SeptemberJune 30, 20162017 and December 31, 2015.2016.

The following tables represent a summary of loans by type and risk category at the dates indicated:
September 30, 2016June 30, 2017
One-to-Four
Family
Residential
 Multifamily Commercial
Real Estate
 Construction/ 
Land
Development
 Business Consumer 
Total (1)
One-to-Four
Family
Residential
 Multifamily Commercial
Real Estate
 Construction/ 
Land
 Business Consumer 
Total (1)
(In thousands)(In thousands)
Risk Rating:                          
Pass$251,394
 $159,086
 $352,873
 $72,546
 $8,023
 $6,251
 $850,173
$253,095
 $125,884
 $313,856
 $152,082
 $15,206
 $8,788
 $868,911
Special mention2,971
 
 3,752
 
 
 188
 6,911
2,460
 
 2,819
 
 
 188
 5,467
Substandard1,540
 
 495
 
 
 87
 2,122
1,077
 
 
 
 
 55
 1,132
Total loans$255,905
 $159,086
 $357,120
 $72,546
 $8,023
 $6,526
 $859,206
$256,632
 $125,884
 $316,675
 $152,082
 $15,206
 $9,031
 $875,510
 _____________ 

(1) Net of LIP.

December 31, 2015December 31, 2016
One-to-Four
Family
Residential
 Multifamily 
Commercial
Real Estate
 
Construction /
Land
Development
 Business Consumer 
Total (1)
One-to-Four
Family
Residential
 Multifamily 
Commercial
Real Estate
 
Construction /
Land
 Business Consumer 
Total (1)
(In thousands)(In thousands)
Risk Rating:                          
Pass$247,239
 $133,388
 $248,196
 $43,172
 $7,604
 $6,702
 $686,301
$245,237
 $123,250
 $300,655
 $136,427
 $7,938
 $6,674
 $820,181
Special mention3,840
 
 3,809
 
 
 188
 7,837
2,847
 
 3,039
 
 
 188
 6,074
Substandard2,693
 
 496
 
 
 89
 3,278
1,351
 
 
 495
 
 60
 1,906
Total loans$253,772
 $133,388
 $252,501
 $43,172
 $7,604
 $6,979
 $697,416
$249,435
 $123,250
 $303,694
 $136,922
 $7,938
 $6,922
 $828,161
  _____________ 

(1) Net of LIP.


Note 6 - Other Real Estate Owned

OREO includes properties acquired by the Company through foreclosure and deed in lieu of foreclosure. The following table is a summary of OREO activity during the periods shown: 

25


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


Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
(In thousands)(In thousands)
Balance at beginning of period$2,331
 $4,416
 $3,663
 $9,283
$2,281
 $3,405
 $2,331
 $3,663
Loans transferred to OREO
 
 
 141
Gross proceeds from sale of OREO
 (181) (988) (5,715)(461) (985) (461) (988)
(Loss) gain on sale of OREO
 
 (87) 531
Gain on sale of OREO5
 (89) 5
 (87)
Market value adjustments
 
 (257) (5)
 
 (50) (257)
Balance at end of period$2,331
 $4,235
 $2,331
 $4,235
$1,825
 $2,331
 $1,825
 $2,331
 
ThereDuring the three and six months ended June 30, 2017, one OREO property sold for $461,000, generating a gain on sale of $5,000. For the three months ended June 30, 2017, there were no sales ofmarket value adjustments taken on OREO propertiesproperties. However, during the three months ended September 30, 2016. DuringMarch 31, 2017, a $50,000 market value adjustment was recognized on the nine months ended September 30, 2016, two OREO properties plus one parcelproperty that was subsequently sold during the second quarter of a multi-parcel property with a combined book value of $1.1 million were sold, generating a net loss of $87,000.2017. OREO at SeptemberJune 30, 20162017 consisted of $2.3$1.8 million in commercial real estate properties. At June 30, 2017, there were no loans secured by residential real estate properties for which formal foreclosure proceedings were in process.

Note 7 - Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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

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

All inputs, whether observable or unobservable, are ranked in accordance with a prescribed fair value hierarchy:

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

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

Level 3 - Instruments whose significant value drivers are unobservable.
 
The tables below present the balances of assets measured at fair value on a recurring basis (there were no transfers between Level 1, Level 2 and Level 3 recurring measurements) at the dates indicated:June 30, 2017 and December 31, 2016:

26


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


Fair Value Measurements at September 30, 2016Fair Value Measurements at June 30, 2017
Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
(In thousands)(In thousands)
Investments available-for-sale:              
Mortgage-backed investments:              
Fannie Mae$42,144
 $
 $42,144
 $
$46,203
 $
 $46,203
 $
Freddie Mac19,458
 
 19,458
 
15,880
 
 15,880
 
Ginnie Mae19,967
 
 19,967
 
17,894
 
 17,894
 
Municipal bonds13,817
 
 13,817
 
14,318
 
 14,318
 
U.S. Government agencies14,465
 
 14,465
 
15,138
 
 15,138
 
Corporate bonds24,014
 
 24,014
 
24,518
 
 24,518
 
Total$133,865
 $
 $133,865
 $
Total available-for-sale
investments
133,951
 
 133,951
 
Derivative fair value asset1,090
 
 1,090
 
$135,041
 $
 $135,041
 $
Fair Value Measurements at December 31, 2015Fair Value Measurements at December 31, 2016
Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
(In thousands)(In thousands)
Investments available-for-sale:              
Mortgage-backed investments:              
Fannie Mae$50,321
 $
 $50,321
 $
$41,332
 $
 $41,332
 $
Freddie Mac26,137
 
 26,137
 
18,009
 
 18,009
 
Ginnie Mae13,732
 
 13,732
 
18,634
 
 18,634
 
Municipal bonds12,064
 
 12,064
 
13,107
 
 13,107
 
U.S. Government agencies13,542
 
 13,542
 
15,857
 
 15,857
 
Corporate bonds13,769
 
 13,769
 
22,321
 
 22,321
 
Total$129,565
 $
 $129,565
 $
Total available-for-sale
investments
129,260
 
 129,260
 
Derivative fair value asset1,333
 
 1,333
 
$130,593
 $
 $130,593
 $

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

The tables below present the balances of assets measured at fair value on a nonrecurring basis at SeptemberJune 30, 20162017 and December 31, 2015.2016: 
 Fair Value Measurements at September 30, 2016
 Fair Value
Measurements
 Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 Significant
Other
Observable
Inputs (Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 (In thousands)
Impaired loans (included in loans
receivable, net)
(1)
$34,368
 $
 $
 $34,368
OREO2,331
 
 
 2,331
Total$36,699
 $
 $
 $36,699
_____________

(1)
Total fair value of impaired loans is net of $506,000 of specific reserves on performing TDRs.

27


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


 Fair Value Measurements at June 30, 2017
 Fair Value
Measurements
 Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 Significant
Other
Observable
Inputs (Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 (In thousands)
Impaired loans (included in loans
receivable, net)
(1)
$24,381
 $
 $
 $24,381
OREO1,825
 
 
 1,825
Total$26,206
 $
 $
 $26,206
_____________

(1)
Total fair value of impaired loans is net of $204,000 of specific reserves on performing TDRs.

Fair Value Measurements at December 31, 2015Fair Value Measurements at December 31, 2016
Fair Value
Measurements
 Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 Significant
Other
Observable
Inputs (Level 2)
 Significant
Unobservable
Inputs
(Level 3)
Fair Value
Measurements
 Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 Significant
Other
Observable
Inputs (Level 2)
 Significant
Unobservable
Inputs
(Level 3)
(In thousands)(In thousands)
Impaired loans (included in loans
receivable, net)
(1)
$42,557
 $
 $
 $42,557
$30,632
 $
 $
 $30,632
OREO3,663
 
 
 3,663
2,331
 
 
 2,331
Total$46,220
 $
 $
 $46,220
$32,963
 $
 $
 $32,963
_____________

(1)    Total fair value of impaired loans is net of $732,000$309,000 of specific reserves on performing TDRs.
 
The fair value of impaired loans is calculated using the collateral value method or on a discounted cash flow basis. Inputs used in the collateral value method include appraised values, less estimated costs to sell. Some of these inputs may not be observable in the marketplace. Appraised values may be discounted based on management'smanagement’s knowledge of the marketplace, subsequent changes in market conditions, or management'smanagement’s knowledge of the borrower.

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

The following table presentstables present quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at SeptemberJune 30, 20162017 and December 31, 2015.2016:
September 30, 2016June 30, 2017
Fair Value Valuation Technique Unobservable Input(s) Range (Weighted Average)Fair Value Valuation Technique Unobservable Input(s) Range (Weighted Average)
(Dollars in thousands)(Dollars in thousands)
Impaired Loans$34,368
 Market approach Appraised value discounted by market or borrower conditions 0 - 7.8% (0.1%)$24,381
 Market approach Appraised value discounted by market or borrower conditions 0.0% (0.0%)
    
OREO$2,331
 Market approach Appraised value less selling costs 0.0% (0.0%)$1,825
 Market approach Appraised value less selling costs 0.0% (0.0%)

 December 31, 2015
 Fair Value Valuation Technique Unobservable Input(s) Range (Weighted Average)
 (Dollars in thousands)
Impaired Loans$42,557
 Market approach Appraised value discounted by market or borrower conditions 0% - 2.1%
(0.3%)
        
OREO$3,663
 Market approach Appraised value less selling costs 0% - 13.6%
(1.0%)


28


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


 December 31, 2016
 Fair Value Valuation Technique Unobservable Input(s) Range (Weighted Average)
 (Dollars in thousands)
Impaired Loans$30,632
 Market approach Appraised value discounted by market or borrower conditions 0.0%
(0.0%)
        
OREO$2,331
 Market approach Appraised value less selling costs 0.0%
(0.0%)

The carrying amounts and estimated fair values of financial instruments were as follows at the dates indicated: 
September 30, 2016June 30, 2017
  Estimated Fair Value Measurements Using:  Estimated Fair Value Measurements Using:
Carrying Value Fair Value Level 1 Level 2 Level 3Carrying Value Fair Value Level 1 Level 2 Level 3
(In thousands)(In thousands)
Financial Assets:                  
Cash on hand and in banks$5,803
 $5,803
 $5,803
 $
 $
$7,418
 $7,418
 $7,418
 $
 $
Interest-earning deposits26,708
 26,708
 26,708
 
 
Interest-earning deposits with banks10,996
 10,996
 10,996
 
 
Investments available-for-sale133,865
 133,865
 
 133,865
 
133,951
 133,951
 
 133,951
 
Loans receivable, net845,930
 862,708
 
 
 862,708
861,672
 864,725
 
 
 864,725
FHLB stock10,031
 10,031
 
 10,031
 
8,902
 8,902
 
 8,902
 
Accrued interest receivable3,378
 3,378
 
 3,378
 
3,165
 3,165
 
 3,165
 
Derivative fair value asset1,090
 1,090
 
 1,090
 
                  
Financial Liabilities: 
  
  
  
   
  
  
  
  
Deposits266,161
 266,161
 266,161
 
 
315,059
 315,059
 315,059
 
 
Certificates of deposit, retail350,522
 353,130
 
 353,130
 
345,028
 345,058
 
 345,058
 
Certificates of deposit, brokered75,488
 75,599
 
 75,599
 
75,488
 75,644
 
 75,644
 
Advances from the FHLB221,500
 221,788
 
 221,788
 
191,500
 188,939
 
 188,939
 
Accrued interest payable116
 116
 
 116
 
286
 286
 
 286
 


29


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


December 31, 2015December 31, 2016
  Estimated Fair Value Measurements Using:  Estimated Fair Value Measurements Using:
Carrying Value Fair Value Level 1 Level 2 Level 3Carrying Value Fair Value Level 1 Level 2 Level 3
(In thousands)(In thousands)
Financial Assets:                  
Cash on hand and in banks$5,713
 $5,713
 $5,713
 $
 $
$5,779
 $5,779
 $5,779
 $
 $
Interest-earning deposits99,998
 99,998
 99,998
 
 
Interest-earning deposits with banks25,573
 25,573
 25,573
 
 
Investments available-for-sale129,565
 129,565
 
 129,565
 
129,260
 129,260
 
 129,260
 
Loans receivable, net685,072
 693,480
 
 
 693,480
815,043
 818,054
 
 
 818,054
FHLB stock6,137
 6,137
 
 6,137
 
8,031
 8,031
 
 8,031
 
Accrued interest receivable2,968
 2,968
 
 2,968
 
3,147
 3,147
 
 3,147
 
Derivative fair value asset1,333
 1,333
 
 1,333
 
                  
Financial Liabilities: 
  
  
  
   
  
  
  
  
Deposits285,416
 285,416
 285,416
 
 
285,335
 285,335
 285,335
 
 
Certificates of deposit, retail323,840
 324,135
 
 324,135
 
356,653
 356,723
 
 356,723
 
Certificates of deposit, brokered66,151
 66,947
 
 66,947
 
75,488
 75,431
 
 75,431
 
Advances from the FHLB125,500
 125,466
 
 125,466
 
171,500
 170,221
 
 170,221
 
Accrued interest payable135
 135
 
 135
 
231
 231
 
 231
 

Fair value estimates, methods, and assumptions are set forth below for the Company'sCompany’s financial instruments:

Financial instruments with book value equal to fair value: The fair value of financial instruments that are short-term or reprice frequently and that have little or no risk are considered to have a fair value equal to book value. These instruments include cash on hand and in banks, interest-earning deposits with banks, FHLB stock, accrued interest receivable and accrued interest payable, and investment transactions payable. FHLB stock is not publicly-traded, however it may be

29


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


redeemed on a dollar-for-dollar basis, for any amount the Bank is not required to hold, subject to the FHLB’s discretion. The fair value is therefore equal to the book value.

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

Loans receivable: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair value of fixed-rate loans is estimated using discounted cash flow analysis, utilizing interest rates that would be offered for loans with similar terms to borrowers of similar credit quality. As a result of current market conditions, cash flow estimates have been further discounted to include a credit factor. The fair value of nonperforming loans is estimated using the fair value of the underlying collateral.

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

Liabilities: The fair value of deposits with no stated maturity, such as statement savings, NOWinterest-bearing checking and money market accounts, is equal to the amount payable on demand. The fair value of certificates of deposit is based on the discounted value of contractual cash flows using current interest rates for certificates of deposit with similar remaining maturities. The fair value of FHLB advances is estimated based on discounting the future cash flows using current interest rates for debt with similar remaining maturities.

Off balance sheet commitments: No fair value adjustment is necessary for commitments made to extend credit, which represents commitments for loan originations or for outstanding commitments to purchase loans. These commitments

30


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


are at variable rates, are for loans with terms of less than one year and have interest rates which approximate prevailing market rates, or are set at the time of loan closing.

Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business. The fair value has not been estimated for assets and liabilities that are not considered financial instruments.

Note 8 - Derivatives

The Company uses a derivative financial instrument, which qualifies as a cash flow hedge, to manage the risk of changes in future cash flows due to interest rate fluctuations. The hedge instrument is a $50.0 million three-month FHLB advance that will be renewed every three months at the fixed interest rate at that time. The agreement has a five-year term and stipulates that the counterparty will pay the Company interest at three-month LIBOR and the Company will pay fixed interest of 1.34% on the $50.0 million notional amount. The Company pays or receives the net interest amount quarterly and includes this amount as part of interest expense on the Consolidated Income Statement.

Quarterly, the effectiveness evaluation is based upon the fluctuation of the interest the Company pays to the FHLB for the hedge instrument as compared to the three-month LIBOR interest received from the counterparty. At June 30, 2017, the fair value of the cash flow hedge of $1.1 million was reported with other assets. The tax effected amount of $709,000 was included in Other Comprehensive Income. There were no amounts recorded in the Consolidated Income Statement for the quarters ended June 30, 2017 or 2016 related to ineffectiveness.

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

The following table presents the fair value of this derivative instrument as of June 30, 2017 and December 31, 2016:
 Balance Sheet Location 
Fair Value at
June 30, 2017
 
Fair Value at
December 31, 2016
 (In thousands)
Interest rate swap on FHLB debt
   designated as cash flow hedge
Other Assets $1,090
 $1,333
      
Total derivatives  $1,090
 $1,333

The following table presents the effect of this derivative instrument on the Consolidated Statement of Comprehensive Income for the quarters ended June 30, 2017 and December 31, 2016:

 Balance Sheet Location Amount Recognized in OCI at June 30, 2017 Amount Recognized in OCI at December 31, 2016
 (In thousands)
Interest rate swap on FHLB debt
designated as cash flow hedge
Other assets $707
 $866


Note 89 - Stock-Based Compensation

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


31


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


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

As a result of the approval of the 2016 Plan, the First Financial Northwest, Inc. 2008 Equity Incentive Plan ("(“2008 Plan"Plan”) was frozen and no additional awards will be made. As of June 30, 2016, there were 611,756 available stock options and 74,478 available restricted stock awards that are no longer available to be awarded under the 2008 Plan. Restricted stock awards and stock options that were granted under the 2008 Plan will continue to vest and be available for exercise, subject to the 2008 Plan provisions. At SeptemberJune 30, 2016,2017, there were 1,371,8961,351,028 total shares available for grant under the 2016 Plan, including 385,948375,514 shares available to be granted as restricted stock.

For the three months ended SeptemberJune 30, 20162017 and 2015,2016, total compensation expense for the Plan was $302,000,$291,000 and $111,000,$290,000, respectively, and the related income tax benefit was $106,000$102,000 and $39,000,$101,500, respectively.

For the ninesix months ended SeptemberJune 30, 20162017 and 2015,2016, total compensation expense for the Plan was $505,000$401,000, and $330,000,$383,000, respectively, and the related income tax benefit was $177,000$141,000 and $116,000,$134,000, respectively.

Included in the above compensation for the ninethree and six months ended SeptemberJune 30, 2017 and 2016, director'sdirectors’ compensation of $180,000 was recognized as a result of the awarding and vesting of restricted shares in lieu of cash payments of directors'directors’ fees, with a related income tax benefit of $63,000.

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



Stock Options

Under the 2008 Plan, stock option awards were granted with an exercise price equal to the market price of First Financial Northwest'sNorthwest’s common stock at the grant date. These option awards have a vesting period of five years, with 20% vesting on the anniversary date of each grant date, and a contractual life of 10 years. Any unexercised stock options will expireexpires ten years after the grant date, or sooner in the event of the award recipient’s death, disability or termination of service with the Company orand the Bank.

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

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

AUnder certain conditions, a cashless exercise of vested stock options may occur by the option holder surrendering the number of options valued at the current stock price at the time of exercise to cover the total cost to exercise. The surrendered options are canceled and are unavailable for reissue.
    
A summary of the Company’s stock option plan awards and activity for the three and ninesix months ended SeptemberJune 30, 2016,2017, follows: 


3132


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


 For the Three Months Ended September 30, 2016
 Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term in Years Aggregate Intrinsic Value
Outstanding at July 1, 2016726,320

$10.12





Granted








Exercised(7,500)
9.78





Canceled
 

    
Forfeited or expired








Outstanding at September 30, 2016718,820

10.12

4.56
2,908,520
Vested and expected to vest assuming a 3% forfeiture
rate over the vesting term
713,090

10.12

4.53
2,891,228
Exercisable at September 30, 2016527,820

9.75

3.40
2,332,110
        
        
 For the Nine Months Ended September 30, 2016
 Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term in Years Aggregate Intrinsic Value
Outstanding at January 1, 2016884,260

$10.11





Granted








Exercised(63,173)
9.78





Canceled(82,267) 






Forfeited or expired(20,000)
12.05





Outstanding at September 30, 2016718,820

10.12

4.56
2,908,520
Vested and expected to vest assuming a 3% forfeiture
    rate over the vesting term
713,090

10.12

4.53
2,891,228
Exercisable at September 30, 2016527,820

9.75

3.40
2,332,110
 For the Three Months Ended June 30, 2017
 Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term in Years Aggregate Intrinsic Value
Outstanding at April 1, 2017506,280
 $10.27
 
 

Granted
 

 
 

Exercised(18,340) 9.78
 
 

Outstanding at June 30, 2017487,940
 10.29
 5.14 2,851,319
Vested and expected to vest assuming a 3% forfeiture
rate over the vesting term
482,870
 10.28
 5.12 2,826,214
Exercisable at June 30, 2017318,940
 9.81
 4.14 2,014,489
        
        
 For the Six Months Ended June 30, 2017
 Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term in Years Aggregate Intrinsic Value
Outstanding at January 1, 2017603,820

$10.19





Granted








Exercised(115,880)
9.78





Outstanding at June 30, 2017487,940

10.29

5.14
2,851,319
Vested and expected to vest assuming a 3% forfeiture
    rate over the vesting term
482,870

10.28

5.12
2,826,214
Exercisable at June 30, 2017318,940

9.81

4.14
2,014,489


As of SeptemberJune 30, 2016,2017, there was $657,470$458,000 of total unrecognized compensation cost related to nonvested stock options granted under the 2008 Plan. The cost is expected to be recognized over the remaining weighted-average vesting period of 2.952.41 years. There were no stock options granted during the three and ninesix months ended SeptemberJune 30, 20162017 under either the 2008 Plan or 2016 Plan.

Restricted Stock Awards

The 2008 Plan authorized the grant of restricted stock awards to directors, advisory directors, officers and employees. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at the grant date. The restricted stock awards’ fair value is equal to the stock price on the grant date. Shares awarded under this plan as restricted stock vest ratably over a five-year period beginning at the grant date with 20% vesting on the anniversary date of each grant date.

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

A summary of changes in nonvested restricted stock awards for the three and ninesix months ended SeptemberJune 30, 2016,2017, follows: 

3233


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



For the Three Months Ended September 30, 2016

Shares
Weighted-Average
Grant Date
Fair Value
Nonvested at July 1, 201647,800
 $8.95
Granted
 
Vested(9,700) 8.97
Canceled(5,300) 8.97
Forfeited
 
Nonvested at September 30, 201632,800
 8.94
Expected to vest assuming a 3% forfeiture rate over the vesting term31,816
 
    
    
 For the Nine Months Ended September 30, 2016
 Shares Weighted-Average
Grant Date
 Fair Value
Nonvested at January 1, 201647,800
 $8.95
Granted14,052
 12.81
Vested(23,752) 10.83
Canceled(5,300) 8.97
Forfeited
 
Nonvested at September 30, 201632,800
 8.94
Expected to vest assuming a 3% forfeiture rate over the vesting term31,816
 

For the Three Months Ended June 30, 2017

Shares Weighted-Average
Grant Date
Fair Value
Nonvested at April 1, 201726,400
 $9.13
Granted10,434
 
Vested(10,434) 17.25
Nonvested at June 30, 201726,400
 9.13
Expected to vest assuming a 3% forfeiture rate over the vesting term25,608
 
    
    
 For the Six Months Ended June 30, 2017
 Shares Weighted-Average
Grant Date
 Fair Value
Nonvested at January 1, 201726,400
 $9.13
Granted10,434
 
Vested(10,434) 17.25
Nonvested at June 30, 201726,400
 9.13
Expected to vest assuming a 3% forfeiture rate over the vesting term25,608
 

As of SeptemberJune 30, 2016,2017, there was $222,433$87,000 of total unrecognized compensation costs related to nonvested shares granted as restricted stock awards. The cost is expected to be recognized over the remaining weighted-average vesting period of 1.330.75 years.

Note 9 - Federal Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. These calculations are based on many complex factors including estimates of the timing of reversals of temporary differences, the interpretation of federal income tax laws, and a determination of the differences between the tax and the financial reporting basis of assets and liabilities. Actual results could differ significantly from the estimates and interpretations used in determining the current and deferred income tax assets and liabilities.

Under GAAP, a valuation allowance is required to be recognized if it is “more likely than not” that a portion of the deferred tax asset will not be realized. Our policy is to evaluate our deferred tax assets on a quarterly basis and record a valuation allowance for our deferred tax asset if we do not have sufficient positive evidence indicating that it is more likely than not that some or all of the deferred tax asset will be realized. At September 30, 2016, it was determined that the full deferred tax asset would be realized in future periods and no valuation allowance was required.

Our effective tax rate for the first nine months of 2016 was 30.1%. During the three months ended September 30, 2016, we recognized a $213,000 tax benefit as a result of a new tax regulation that allowed the Company to utilize a capital loss carryforward that was expected to be foregone at December 31, 2015. We recognized an additional tax benefit as a result of the

33


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


exercise by officers and directors of certain non-qualified stock options. Estimated compensation expense is accrued to the deferred tax asset over the vesting period of the options. When these options were exercised, the actual stock price for our common stock was higher than previously estimated, resulting in an increase to actual compensation expense above the amount previously accrued and recognition of a tax benefit. Partially offsetting these benefits, we surrendered a $10.2 million BOLI policy during the second quarter of 2016, and used the proceeds to purchase a new BOLI policy. The increase in cash surrender value during the life of the policy was previously excluded from taxable income, however due to the early surrender of the policy, we recognized additional taxable noninterest income of $182,000 and incurred a 10% penalty of $18,000.
The Company has prepared federal tax returns through December 31, 2015, at which time the Company had an alternative minimum tax credit carryforward totaling $1.6 million which has no expiration date.

Note 10 - Earnings Per Share

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

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

The following table presents a reconciliation of the components used to compute basic and diluted earnings per share for the periods indicated:

34


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


 Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended June 30, Six Months Ended June 30,
 2016 2015 2016 2015 2017 2016 2017 2016
 (Dollars in thousands, except share data) (Dollars in thousands, except share data)
Net income $2,606
 $2,446
 $5,871
 $7,043
 $1,868
 $1,440
 $4,212
 $3,265
Less: Earnings allocated to participating
securities
 (7) (9) $(16) $(26) (4) (5) $(10) $(11)
Earnings allocated to common shareholders $2,599
 $2,437
 $5,855
 $7,017
 $1,864
 $1,435
 $4,202
 $3,254
                
Basic weighted average common shares
outstanding
 11,859,683
 13,372,573
 12,329,815
 13,719,522
 10,363,345
 12,390,234
 10,341,654
 12,567,464
Dilutive stock options 131,919
 134,187
 132,711
 135,475
 122,192
 120,704
 147,147
 132,619
Dilutive restricted stock grants 20,350
 21,562
 18,853
 23,552
 15,292
 19,782
 14,222
 18,072
Diluted weighted average common shares
outstanding
 12,011,952
 13,528,322
 12,481,379
 13,878,549
 10,500,829
 12,530,720
 10,503,023
 12,718,155
                
Basic earnings per share $0.22
 $0.18
 $0.47
 $0.51
 $0.18
 $0.12
 $0.41
 $0.26
Diluted earnings per share $0.22
 $0.18
 $0.47
 $0.51
 $0.18
 $0.11
 $0.40
 $0.26

Potential dilutive shares are excluded from the computation of earnings per share if their effect is anti-dilutive. For the three and nine months ended SeptemberJune 30, 2017, there were 20,000 options to purchase shares of common stock that were omitted from the computation of diluted earnings per share because their effect would be anti-dilutive. For the six months ended June 30, 2017, there were no anti-dilutive shares omitted from the computation. For the three and six months ended June 30, 2016, options to purchase an additional 60,000 shares of common stock were not included in the computation of diluted earnings per share because the incremental shares under the treasury stock method of calculation resulted in them being anti-dilutive. For the three and nine months ended September 30, 2015, options to purchase an additional 165,000 and 225,000 shares of common stock, respectively, were excluded as their effect would be anti-dilutive.

Note 11 - Subsequent Events


34



Stock Repurchase Plan

On September 9, 2016, the Board of Directors authorized the repurchase of up to 1,500,000 shares of the Company's common stock, or 12.5% of the Company's outstanding shares. This plan expires on March 27, 2017. Subsequent to September 30, 2016, we repurchased 996,277 shares at an average price of $14.47 per share, bringing the total shares repurchased under this plan as of November 3, 2016 to 1,133,777 at an average price of $14.42 per share. On October 10, 2016, Joseph Stilwell filed an amendment to his Schedule 13D indicating that he and his affiliated entities had sold their entire holdings of stock in the Company.

Cash Flow Hedge

On October 25, 2016, the Bank entered into a Cash Flow Hedge agreement with a $50,000,000 notional, pay-fixed, receive floating swap. Under the terms of the swap, the Bank will pay a fixed rate of 1.34% for five years and receive three month LIBOR. Concurrently, the Bank borrowed $50,000,000 from the FHLB of Des Moines utilizing a three month fixed rate advance. The payment and interest reset dates will be the 25th of January, April, July, and October each year, at which time the three month LIBOR rate used for the swap and the three month FHLB advance will both reprice to the rates in effect at those dates. The Bank entered into the Cash Flow Hedge agreement as management determined this was a cost effective way to manage interest rate risk.

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

Forward-Looking Statements
Certain matters discussed in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. Forward-looking statements are not statements of historical fact, are based on certain assumptions and are generally identified by use of the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about, among other things, expectations of the business environment in which we operate, projections of future performance or financial items, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based upon current management expectations and may, therefore, involve risks and uncertainties. Our actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs, that may be affected by deterioration in the housing and commercial real estate markets, and may lead to increased losses and nonperforming assets in our loan portfolio, and may result in our allowance for loan losses not being adequate to cover actual losses, and require us to materially increase our reserves; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas; results of examinations of us by the Federal Reserve Bank of San Francisco and our bank subsidiary by the Federal Deposit Insurance Corporation (“FDIC”), the Washington State Department of Financial Institutions, Division of Banks (“DFI”) or other regulatory authorities, including the possibility that any such regulatory authority may initiate an enforcement action against the Company or the Bank which could require us to increase our reserve for loan losses, write-down assets, change our regulatory capital position, affect our ability to borrow funds or maintain or increase deposits, or impose additional requirements or restrictions on us, any of which could adversely affect our liquidity and earnings; our ability to pay dividends on our common stock; our ability to attract and retain deposits; increases in premiums for deposit insurance; our ability to control operating costs and expenses; the use of estimates in determining the fair value of certain of our assets, which estimates may prove to be incorrect and result in

35



significant declines in valuation; difficulties in reducing risk associated with the loans on our balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges; computer systems on which we depend could fail or experience a security breach; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to implement our branch expansion strategy; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we have acquired or may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;thereto, including our pending branch purchase; our ability to manage loan delinquency rates; costs and effects of litigation, including settlements and judgments; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; legislative or regulatory changes that adversely affect our business including changes in regulatory policies and principles, including the interpretation of regulatory capital or other

rules, including as a result of Basel III; the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd“Dodd Frank Act"Act”) and the implementing regulations; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; the economic impact of war or any terrorist activities; other economic, competitive, governmental, regulatory, and technological factors affecting our operations; pricing, products and services; and other risks detailed in our filings with the U.S. Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2015 ("20152016 (“2016 Form 10-K"10-K”). Any of the forward-looking statements that we make in this Form 10-Q and in the other public reports and statements we make may turn out to be wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Because of these and other uncertainties, our actual future results may be materially different from those expressed in any forward-looking statements made by or on our behalf. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. We undertake no responsibility to update or revise any forward-looking statements.

Overview

First Financial Northwest Bank ("(“the Bank"Bank”) is a wholly-owned subsidiary of First Financial Northwest, Inc. ("(“the Company"Company”) and, as such, comprises substantially all of the activity for First Financial Northwest.the Company. First Financial Northwest Bank was a community-based savings bank until February 4, 2016, when the Bank converted to a Washington chartered commercial bank reflecting the commercial banking services it now provides to its customers. Our full-service banking office in Renton, WashingtonThe Bank primarily serves primarily King, County, and also Pierce, Snohomish, and Kitsap counties. Additionalcounties, Washington, through its full-service banking office and smaller branch in Renton, Washington, and additional branches openedlocated in Mill Creek, WashingtonEdmonds, and the community of Crossroads in September 2015, Edmonds, Washington in March 2016, andBellevue, Washington. The Landing in Renton, Washington in July 2016. Improvedaddition of branch locations, together with improved technology from the conversion to a new core data processor in August 2015 allowshave allowed the Bank to better meet the needs of our customers as we seek toand broaden the demographics of our customer base. The Bank has received regulatory approval to open a new branch office at The Junction, a new, mixed use development in Bothell, Washington in the fourth quarter of 2017. In addition, the Bank has received FDIC, DFI and California Department of Business Oversight approvals for the acquisition of four Washington branches located in the Clearview area in Snohomish, the Smokey Point area in Arlington, Lake Stevens, and Woodinville, Washington. The acquisition is scheduled to close during the third quarter of 2017, subject to customary closing conditions.

The Bank’s business consists predominantly of attracting deposits from the general public, combined with borrowing from the Federal Home Loan Bank of Des Moines ("FHLB"(“FHLB”) and raising funds in the wholesale market, then utilizing these funds to originate one-to-four family residential, multifamily, commercial real estate, construction/land, development, business, and consumer loans. Our current business strategy emphasizes commercial real estate, construction, one-to-four family residential, and multifamily lending. With the current low interest rate environment, we are not aggressively pursuing longer term assets, but rather are focused on financing shorter term loans, in particular construction/land loans. Recently, improvements in the economy, employment rates, stronger real estate prices, and a general lack of new housing inventory in certain areas in the Puget Sound region have led toresulted in our significantly increasing originations of construction loans for properties located in our market area. We anticipate that constructionconstruction/land lending will continue to be a strong element of our total loan portfolio in future periods. We will continue to take a disciplined approach in our construction and construction/land development lending by concentrating our efforts on smaller one-to-four family residential loans to builders known to us. On a limited basis, we also will provide multifamily loans to developers with proven success in this type of construction. In addition, we arehave geographically expandingexpanded our loan portfolio through loan purchases or loan participations of commercial and multifamily real estate loans that are outside of our primary market area. We recently hiredhave a loan officer with extensive experience in California to further support our efforts to geographically diversify our loan portfolio through direct loan originations, loan participations, or loan purchases.


36



In support of our strategic growth plan, the Bank is seeking niche expansion opportunities. We have employees with the language and experience to meet the specific deposit and lending needs of the Chinese/American community, including real estate developers involved in the EB-5 Immigrant Investor Program. In addition, we are developinghas developed a national line of business to originate and service aircraft loans. These loans will beare collateralized by new or used, single-engine piston aircraft to light jets for business or personal use. Ouruse which have demonstrated an acceptable valuation history under industry accepted valuation resources. As we grow our aircraft loan portfolio, we anticipate these loans will initially range in size from $250,000 to $4.0$8.0 million and the primary focus of ourwith underwriting guidelines will beprimarily based on the asset value of the collateral rather thanwith secondary emphasis placed on the ability of the borrower to repay the loan. However, the underwriting importance of the asset value compared to the borrowers’ financial condition may fluctuate, based on the relative strengths or weaknesses of each of these underwriting components. We expect to beginbegan originating aircraft loans in this area in the fourth quarter of 2016. At June 30, 2017, our business loans included $6.2 million in fixed and adjustable rate aircraft loans.

Our primary source of revenue is interest income, which is the income that we earn on our loans and investments. Interest expense is the interest that we pay on our deposits and borrowings. Net interest income is the difference between interest income and interest expense. Changes in levels of interest rates affect interest income and interest expense differently and, thus, impacts our net interest income.

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

36




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

Our noninterest expenses consist primarily of salaries and employee benefits, professional fees, regulatory assessments, occupancy and equipment, and other general and administrative expenses. Salaries and employee benefits consist primarily of the salaries and wages paid to our employees, payroll taxes, expenses for retirement, and other employee benefits. OREO-related expenses consist primarily of maintenance and costs of utilities for the OREO inventory, market valuation adjustments, build-out expenses, gains and losses from OREO sales, legal fees, real estate taxes, and insurance related to the properties included in the OREO inventory. Professional fees include legal services, auditing and accounting services, computer support services, and other professional services in support of strategic plans. Occupancy and equipment expenses, which are the fixed and variable costs of buildings and equipment, consist primarily of real estate taxes, depreciation expenses, maintenance, and costs of utilities. Also included in noninterest expense are changes to the Company'sCompany’s unfunded commitment reserve which are reflected in general and administrative expenses. This unfunded commitment reserve expense can vary significantly each quarter, based on the amount believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities, and reflects changes in the amounts that the Company has committed to fund but has not yet disbursed.

Critical Accounting Policies

Our significant accounting policies are fundamental to understanding our results of operations and financial condition because they require that we use estimates and assumptions that may affect the value of our assets or liabilities and our financial results. These policies are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or by using different assumptions. These policies govern the ALLL, the valuation of OREO, and the calculation of deferred taxes, fair values, and other-than-temporary impairments on the market value of investments.investments and derivatives. These policies and estimates are described in further detail in Part II, Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 1, Summary of Significant Accounting Policies with the 20152016 Form 10-K. There have not been any material changes in the Company'sCompany’s critical accounting policies and estimates as compared to the disclosure contained in the 20152016 Form 10-K.

Comparison of Financial Condition at SeptemberJune 30, 20162017 and December 31, 20152016

Total assets were $1.1 billion at SeptemberJune 30, 2016,2017, an increase of 9.7%4.3%, from $979.9 million$1.0 billion at December 31, 2015.2016. The following table details the $94.8$44.1 million net change in the composition of our assets at SeptemberJune 30, 20162017 from December 31, 2015.2016.

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Balance at
September 30, 2016
 Change from December 31, 2015 Percent ChangeBalance at
June 30, 2017
 Change from December 31, 2016 Percent Change
(Dollars in thousands)(Dollars in thousands)
Cash on hand and in banks $5,803
 $90
 1.6 %$7,418
 $1,639
 28.4 %
Interest-earning deposits 26,708
 (73,290) (73.3)
Interest-earning deposits with banks 10,996
 (14,577) (57.0)
Investments available-for-sale, at fair value133,865
 4,300
 3.3
133,951
 4,691
 3.6
Loans receivable, net 845,930
 160,858
 23.5
861,672
 46,629
 5.7
Premises and equipment, net18,296
 589
 3.3
19,501
 1,040
 5.6
FHLB stock, at cost 10,031
 3,894
 63.5
8,902
 871
 10.8
Accrued interest receivable3,378
 410
 13.8
3,165
 18
 0.6
Deferred tax assets, net3,053
 (1,503) (33.0)2,620
 (522) (16.6)
OREO2,331
 (1,332) (36.4)1,825
 (506) (21.7)
BOLI, net23,950
 641
 2.8
28,721
 4,568
 18.9
Prepaid expenses and other assets1,353
 128
 10.4
2,937
 273
 10.2
Total assets $1,074,698
 $94,785
 9.7 %$1,081,708
 $44,124
 4.3 %

Interest-earning deposits.deposits with banks. Our interest-earning deposits with banks, consisting primarily of funds held at the Federal Reserve Bank of San Francisco, decreased by $73.3$14.6 million from December 31, 20152016 to SeptemberJune 30, 2017. Loan payoffs received late in the fourth quarter of 2016 as lower yielding cash waswere temporarily held in our Federal Reserve Bank account, then partially used to partially fund new loan originations in the growth in higher yielding loans receivable.six months ended June 30, 2017.


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Investments available-for-sale. Our investments available-for-sale portfolio increased by $4.3$4.7 million during the first ninesix months of 2016.2017. During this period, we purchased $40.5$14.2 million of securities thatwhich included four mortgage-backed securities, two subordinated debt instruments issued by well capitalized financial institutions located in southern California in the amounts of $5.0 million each, increasing our corporate bonds by $10.0 million. These notes carry fixed interest rates of 6.0% and 6.5% for the initial five years, then convert to floating rate instruments that reprice quarterly for the remainder of their ten year terms. In addition, we purchased tax exempt municipal bonds, mortgage backed securities, and one bond issued by the U.S. Small Business Administration with a combined yield at purchase of 3.07%. Partially funding these purchases, wetax-exempt municipal bond. We also sold $24.5$4.7 million of securities which included two mortgage-backed securities and a portion of a subordinated debt security. The mortgage-backed securities were sold in favor of a collateralized mortgage backed securities withobligation security which met our investment objectives while the portion of the subordinated debt security was sold in order to allow us the ability to diversify our holdings of bank subordinated debt notes through reinvestment of the proceeds received in other issuers. In addition, the Bank had partial calls of $5,000 on a combined yield of 0.19%.taxable municipal security and $21,000 on a U.S. government agency security. At SeptemberJune 30, 2016,2017, corporate bonds issued by financial institutions represented $24.0$24.5 million, or 17.9%18.3% of our investments available-for-sale and municipal bonds represented $13.8$14.1 million, or 10.3%10.7% of our investments available-for-sale. These purchases were part of our investment portfolio restructuring strategy to transition our investment portfolio to securities with longer maturity periods, higher yields, and primarily fixed rates in order to enhance our interest income.

In addition to the purchase and call activity, we received principal repayments of $12.4 million on our investments available-for-sale during the first nine months of 2016. The net unrealized gainloss of our investments available-for-sale had a pre-tax increasedecrease of $1.2 million$829,000 during the ninesix months ended SeptemberJune 30, 2016.2017 as a result of a net improvement in the market value of the underlying securities in our portfolio.

The effective duration of the investments available-for-sale at SeptemberJune 30, 2016,2017, was 3.6%3.5% as compared to 3.2%4.0% at December 31, 2015.2016. Effective duration is a measure that attempts to quantify the anticipated percentage change in the value of an investment security (or portfolio) in the event of a 100 basis point change in market yields. Since the Bank'sBank’s portfolio includes securities with embedded options (including call options on bonds and prepayment options on mortgage-backed securities), management believes that effective duration is an appropriate metric to use as a tool when analyzing the Bank'sBank’s investment securities portfolio, as effective duration incorporates assumptions relating to such embedded options, including changes in cash flow assumptions as interest rates change.

Loans receivable. Net loans receivable increased $160.9$46.6 million during the first ninesix months of 2016. During this time period, we supplemented our loan originations by purchasing $58.32017 to $861.7 million in performing residential and non-residential commercial real estate and multifamily loans from other financial institutions. The loans were purchased at a 1.8% - 3.0% premium and are intended to be held to maturity. Included in these commercial real estate loan purchases were $18.1 million of commercial real estate loans secured by properties located in Washington. The remaining balance of $40.2 million of commercial real estate loan purchases were secured by properties located in Arizona, California, Colorado, Oregon, and Utah, reflecting our efforts to geographically diversify our loan portfolio with loans meeting our investment and credit quality objectives.

The following table details the types of commercial real estate, multifamily and construction and development loans in our portfolio. The roll over construction loans and land loans reported as multifamily or commercial loans and $2.3 million of one-to-four family bridge loans reported as one-to-four family non-owner occupied loans elsewhere in this document have been reclassified as construction and land development loans for this presentation. We routinely monitorJune 30, 2017. While the concentrations of our commercial and construction loans have increased, we routinely monitor these levels in support of our strategic plan to ensure we are in linemaintain compliance with internally established limits.concentration guidelines. The Bank has set aggregate concentration guidelines ofthat total commercial real estate, including residential, non-residential, and construction, should not exceed 550% of total risk-based capital. Construction and Our guidelines for construction/land development loans should not exceedare 100% of total risk-based capital. At SeptemberJune 30, 2016,2017, the Bank'sBank’s concentrations were 446.9%443.0% for total commercial real estate loans and 97.1%115.3% for total construction/land loans. The concentration of construction/land loans is calculated using the funded balance of these loans and consequently can fluctuate based on the timing of construction draws and land development loans. Additionally,loan payoffs. Management reviews estimated construction draws and loan payoffs and adjusts loan originations based on these estimates to achieve compliance with our construction guidelines. Our commercial and multifamily real estate and construction/land development loan portfolios are subject to ongoing credit reviews performed by both independent loan review staff, as well as an external third-party review firm to assist with

38



identifying potential adverse trends and risks in the portfolio allowing management to initiate timely corrective action, as necessary.  Such reviews also assist with ensuring loan risk grades are accurately assigned and thereby properly accounted for in the ALLL.  The review places emphasis on large borrowing relationships, stress testing, compliance with loan covenants, as well as other risk factors warranting enhanced review.

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The following table presents a breakdown of our loan portfolio by collateral type at June 30, 2017 and December 31, 2016:
 September 30, 2016 December 31, 2015
 (In thousands)
Residential:   
Multifamily$109,033
 $114,724
Micro-unit apartments26,381
 8,023
Total Residential135,414
 122,747
    
Non-residential:   
Office104,448
 78,295
Retail128,561
 77,365
Mobile home park and land23,120
 23,630
Warehouse15,399
 17,845
Storage34,988
 40,238
Mixed use22,688
 6,838
Total Non-residential329,204
 244,211
    
Construction/land development:   
Commercial non-residential31,709
 17,058
One-to-four family residential64,444
 52,233
Multifamily98,796
 46,666
Total construction and development194,949
 115,957
Total commercial, multifamily and construction loans$659,567
 $482,915
 June 30, 2017 December 31, 2016
 (In thousands)
Multifamily real estate:   
Micro-unit apartments$5,580
 $7,878
Other multifamily120,304
 115,372
Total multifamily125,884
 123,250
    
Commercial real estate:   
Office95,256
 101,688
Retail99,482
 106,294
Mobile home park21,851
 20,689
Warehouse21,491
 15,338
Storage35,121
 34,816
Other non-residential44,017
 24,869
Total commercial real estate317,218
 303,694
    
Construction/land:   
One-to-four family residential76,404
 67,842
Multifamily123,497
 111,051
Commercial1,100
 
Land39,012
 30,055
Total construction/land240,013
 208,948
Total commercial, multifamily and construction/land loans$683,115
 $635,892

During the first ninesix months of 2016,2017, total constructionconstruction/land loans in accordance with regulatory guidance increased by $79.0$31.1 million including $49.3as compared to December 31, 2016. The LIP related to these loans increased by $16.4 million as the unfunded portion of new loan originations exceeded disbursements on existing loans. Included in total construction/land loans, net of LIP, at June 30, 2017 are $48.9 million of multifamily constructionloans, $25,000 of commercial loans and $1.1 million of one-to-four family loans that will roll over to permanent loans uponat the completion of thetheir construction period in accordance with the terms of the construction/land loan.

To assist in our strategic initiatives for loan growth, the Bank will utilize loan participations or loan purchases within Washington or in the Western United States. The Bank’s goal with respect to participations is to locate a corresponding increase in LIP of $14.6 million. At September 30, 2016, total construction loans were $194.9 million, including LIP of $68.5 million, of which $98.8 million and $64.4 million were for multifamily and one-to-four family construction projects, respectively. Non-construction multifamily loans increased during the first nine months of 2016 by $12.7 million. Commercial real estate, not including raw land, increased $85.0 million at September 30, 2016 as comparedselling bank that is unable to December 31, 2015, with $26.9 millionmake an entire loan due to legal or lending concentration limitations. Sellers of these loans from California. The balancesare reviewed for management/lending experience, financial condition, asset quality metrics, and regulatory matters. Loans acquired through participation or purchase must meet the Bank’s underwriting standards. During the six months ended June 30, 2017, the Bank purchased participation interests in businessseven loans in Washington and consumer loans remained fairly stable during the first nine monthsCalifornia for a total of 2016. Offsetting these increases, our one-to-four family portfolio decreased by $2.1 million as competition for these loans remains high in this extended low rate environment.$23.3 million.

The majority of our loan portfolio continues to be focused in our primary market area, however we are also seeking geographic diversification. TheThrough loan purchases and by loan originations initiated by our California employee, we have acquired loans secured by collateral underlyinglocated in Arizona, California, Colorado, Oregon, and Utah. At June 30, 2017, total loans secured by collateral located in California represented 2.1% of our total loans, net of LIP and total loans secured by collateral located outside the pools of loans purchased during the nine months ended September 30, 2016 are located throughout the West Coast. In addition, we are pursuing opportunities for loan participations outside our primary market area that meet our investment and credit quality objectives. During the first quarter of 2016, we hired an employee in the statestates of California whose focus is directly originating new commercial and multifamily real estate loans as well as analyzing loan participation and loan purchase opportunities in the San Francisco Bay area. At September 30, 2016,Washington represented 4.8% of our total loans, in California represent 3.1%net of our portfolio.LIP. The following table details geographic concentrations in our loan portfolio, shown net of LIP:


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 At September 30, 2016 At June 30, 2017
 One-to-four family residential Multifamily Commercial real estate Construction/land development Business Consumer Total One-to-four family residential Multifamily Commercial real estate Construction/land Business Consumer Total
 (In thousands) (In thousands)
King County $188,460
 $102,538
 $178,154
 $62,613
 $8,014
 $5,749
 $545,528
 $192,685
 $78,548
 $162,228
 $131,287
 $8,908
 $7,980
 $581,636
Pierce County 40,939
 16,404
 36,731
 
 
 541
 94,615
 37,908
 15,044
 27,198
 3,766
 
 511
 84,427
Snohomish County 9,291
 5,519
 36,789
 7,005
 9
 147
 58,760
 12,177
 2,189
 30,215
 15,151
 63
 214
 60,009
Kitsap County 4,000
 5,910
 961
 
 
 78
 10,949
 1,632
 1,536
 823
 135
 
 78
 4,204
California 
 
 26,933
 
 
 
 26,933
 
 
 17,911
 
 439
 
 18,350
Other Washington Counties 12,925
 17,061
 54,589
 2,928
 
 11
 87,514
 11,648
 17,078
 53,082
 1,743
 1,361
 248
 85,160
Outside Washington and California 290
 11,654
 22,963
 
 
 
 34,907
 582
 11,489
 25,218
 
 4,435
 
 41,724
Total loans, net LIP $255,905
 $159,086
 $357,120
 $72,546
 $8,023
 $6,526
 $859,206
Total loans, net of LIP $256,632
 $125,884
 $316,675
 $152,082
 $15,206
 $9,031
 $875,510

Our five largest borrowing relationships, which represent 9.5%9.9% of our net loans, increased by $5.9$7.5 million to $87.0 million at June 30, 2017 from $76.1$79.5 million at December 31, 2015 to $82.0 million at September 30, 2016. However, theThe total number of loans represented by this group of borrowers decreasedincreased to 30 loans at June 30, 2017 from 7023 loans at December 31, 2015 to 23 loans at September 30, 2016. At SeptemberJune 30, 20162017, all five borrowers were current on their loan payments. We monitor the performance of these borrowing relationships very closely due to their concentration risk in relation to the entire loan portfolio. The following table details our five largest lending relationships at SeptemberJune 30, 2016:2017:

Borrower (1)
 Number
of Loans
 
One-to-Four Family
Residential
(2)

Multifamily
Commercial
Real Estate

Construction/
Land
Development
 Consumer
Aggregate
Balance of
Loans (3)
 Number
of Loans
 
One-to-Four Family
Residential
(2)

Multifamily
Commercial
Real Estate

Construction/
Land
 Consumer
Aggregate
Balance of
Loans (3)

 
 (Dollars in thousands) (Dollars in thousands)
Real estate investor 1 $
 

 $18,476
 

 
 $18,476
 2 $562
 $
 $
 $22,000
 $
 $22,562
Real estate investor 11 
 16,750
 843
 

 
 17,593
 17 
 17,417
 832
 
 
 18,249
Real estate investor 3 489
 

 15,146
 

 
 15,635
 4 469
 
 15,552
 
 
 16,021
Real estate investor 5 469
 
 14,832
 

 100
 15,401
 5 461
 
 14,443
 
 500
 15,404
Real estate builder 3 
 

 8,820
 6,028
 
 14,848
Real estate investor 2 
 
 
 14,755
 
 14,755
Total 23 $958
 $16,750
 $58,117
 $6,028
 $100
 $81,953
 30 $1,492
 $17,417
 $30,827
 $36,755
 $500
 $86,991
________
(1)
The composition of borrowers represented in the table may change between periods.
(2) 
All$930,000 of the one-to-four family residential loans for these borrowers are for owner occupied properties while $562,000 is for non-owner occupied. The commercial real estate loans are for non-owner occupied properties.
(3) 
Net of LIP.

The ALLL increased to $11.0$11.3 million at SeptemberJune 30, 20162017, from $9.5$11.0 million at December 31, 20152016, and represented 1.3% and 1.4% of total loans receivable, net of LIP at Septemberboth June 30, 20162017 and December 31, 2015, respectively.2016. The ALLL consists of two components, the general allowance and the specific reserves. The increase in the ALLL, primarily a result of growth in our loan portfolio, consisted of a $1.8 million$439,000 increase in the general reserve, which included $34,000 of recoveries, and a $226,000$105,000 decrease in the specific reserves. For additional information, see "Comparison“Comparison of Operating Results for the Three Months Ended SeptemberJune 30, 2017 and 2016 and 2015-Provision- Provision for Loan Losses"Losses” discussed below.

We believe that the ALLL at SeptemberJune 30, 20162017, was adequate to absorb the probable and inherent risks of loss in the loan portfolio at that date. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, there can be no assurance that such estimates and assumptions will be proven correct in the future, that the actual amount of future losses will not exceed the amount of past provisions, or that any increased provisions that may be required will not adversely impact our financial condition and results of operations. Future additions to the allowance may become necessary based upon changing economic conditions, the level of problem loans, business conditions, credit concentrations, increased loan balances, or changes in the underlying collateral of the loan portfolio. In addition, the determination of the amount

40



of our ALLL is subject to review by bank regulators as part of the routine examination process, which may result

40



in the establishment of additional loss reserves or the charge-off of specific loans against established loss reserves based upon their judgment of information available to them at the time of their examination.

As we work with our borrowers that face difficult financial circumstances, we explore various options available to minimize our risk of loss. At times, the best option for our customers and the Bank is to modify the loan for a period of time, usually one year or less. Certain loan modifications are accounted for as troubled debt restructured loans ("TDRs"(“TDRs”). These modifications have included a reduction in interest rate on the loan for a period of time, advancing the maturity date of the loan, or allowing interest-only payments for a specific time frame. These modifications are granted only when there is a reasonable and attainable restructured loan plan that has been agreed to by the borrower and is considered to be in the Bank'sBank’s best interest.

The following table presents a breakdown of our TDRs at the dates indicated:

September 30, 2016
December 31, 2015
Nine Month ChangeJune 30, 2017
December 31, 2016
Six Month Change

 (Dollars in thousands)
Nonperforming TDRs:









One-to-four family residential$182

$131

$51
$106

$174

$(68)
Total nonperforming TDRs182

131

51
106

174

(68)

Performing TDRs:









One-to-four family residential27,268

35,099

(7,831)19,152

24,274

(5,122)
Multifamily1,572

1,594

(22)1,146

1,564

(418)
Commercial real estate4,917

5,392

(475)3,660

4,202

(542)
Consumer43

43


43

43


Total performing TDRs33,800

42,128

(8,328)24,001

30,083

(6,082)
Total TDRs$33,982

$42,259

$(8,277)$24,107

$30,257

$(6,150)
% TDRs classified as performing99.5%
99.7%
 99.6%
99.4%
 

Our TDRs decreased $8.3$6.2 million at SeptemberJune 30, 20162017, compared to December 31, 20152016, as a result of principal repayments and loan payoffs. At SeptemberJune 30, 2016, two TDRs were2017, one TDR of $106,000 was on nonaccrual status because it had previously not performed in accordance with the terms of its restructure although now current on theirits payments. There were no committed but undisbursed funds in connection with our TDRs and impaired loans. The largest TDR relationship at SeptemberJune 30, 2016,2017, totaled $9.6$8.2 million and was comprised of $8.9$7.5 million in one-to-four family residential rental properties and $758,000$747,000 in owner occupied commercial property, all located in King County.

Loans are considered past due if a scheduled principal or interest payment is due and unpaid for 30 days or more. At SeptemberJune 30, 2016,2017, total past due loans comprised 0.02%represented 0.01% of total loans receivable, net of LIP, as compared to 0.18%0.06% at December 31, 2015.     2016.

Nonperforming assets decreased to $3.4$2.4 million at SeptemberJune 30, 2016,2017, compared to $4.7$3.2 million at December 31, 2015.2016. The following table presents detailed information on our nonperforming assets at the dates indicated:


41




September 30, 2016
December 31, 2015
Nine Month ChangeJune 30, 2017
December 31, 2016
Six Month Change

(Dollars in thousands)(Dollars in thousands)
Nonperforming loans:









One-to-four family residential$986

$996

$(10)$528

$798

$(270)
Consumer87

89

(2)55

60

(5)
Total nonperforming loans1,073

1,085

(12)583

858

(275)

OREO2,331

3,663

(1,332)1,825

2,331

(506)
Total nonperforming assets (1)
$3,404

$4,748

$(1,344)$2,408

$3,189

$(781)

Nonperforming assets as a
percent of total assets
0.32%
0.48%

0.22%
0.31%

____________ 
(1) The difference between nonperforming assets reported above, and the totals reported by other industry sources, is due to their inclusion of all TDRs as nonperforming loans, although 99.5%99.6% of our TDRs were performing in accordance with their restructured terms at SeptemberJune 30, 2016.2017. The remaining 0.5%0.4% of TDRs at SeptemberJune 30, 20162017, that were nonperforming are reported above as nonperforming loans.

Nonaccrual loans are loans that are 90 days or more delinquent or other loans which, in management's opinion, the borrower is unable to meet scheduled payment obligations. Nonaccrual loans remained stabledecreased to $583,000 at $1.1 millionJune 30, 2017, from $858,000 at September 30, 2016, and December 31, 2015.2016. During the first ninesix months of 2016, loans2017, one loan with a total$62,000 balance was returned to accrual status as a result of $153,000consistent payments for a period of time and demonstration of the ability to continue making payments. Further reductions in nonperforming loans were transferred to nonaccrual status and were offset by $119,000the result of $213,000 in principal payments and payoffs of nonaccrual loans and $47,000 in charge-offs of consumer loans during this period. There were no charge-offs or loans added to nonaccrual status.

The three largest nonaccrual loans in the loan portfolio at SeptemberJune 30, 2016,2017, included a $310,000$283,000 owner occupied single family residence in Snohomish County, which is current on its loan payments, a $169,000$131,000 owner occupied single family residence in Snohomish County, and a $106,000 owner occupied single family residence in King County, and a $148,000 owner occupied single family residence in King County, whichCounty. Each of these loans is current on its loan payments.

We continue to focus our efforts on working with borrowers to bring their loans current or converting nonaccrual loans to OREO and subsequently selling the properties. By taking ownership of these properties, we can generally convert nonearning assets into earning assets on a more timely basis than which may otherwise be the case. Our success in this area is reflected by the continued improved ratio of our nonperforming assets as a percent of total assets, which declined to 0.32%0.22% at SeptemberJune 30, 2016,2017, compared to 0.48%0.31% at December 31, 2015.2016.

OREO. OREO includes properties acquired by the Bank through foreclosure or acceptance of a deed in lieu of foreclosure. At SeptemberJune 30, 2017, and December 31, 2016, OREO was $1.8 million and $2.3 million, respectively. During the six months ended June 30, 2017, a decrease of $1.4 million from $3.7 million at December 31, 2015. The decrease in OREO during the first nine months of 2016 was a result of $1.1 million in property sales and $257,000 in$50,000 market valuation adjustments. During the first nine monthsadjustment was taken on a property for which we had entered into a sale contract. The sale of 2016, the Bank sold a $164,000 non-residential land development project, a $728,000 commercialthis property and a $182,000 parcel of a multi-parcel commercial property, generating a net loss of $87,000.closed in April 2017.

The three largest OREO properties at SeptemberJune 30, 20162017, were an office building valued at $837,000 located in Pierce County, undeveloped land valued at $506,000 located in Kitsap County, and a retail building valued at $505,000 in Mason County, and undeveloped land valued at $270,000 in Pierce County.

The following table presents a breakdown of our OREO by county and number of properties at SeptemberJune 30, 2016:2017:

 County Total OREO Number of Properties Percent of
Total OREO
 Pierce Mason
 (Dollars in thousands)
OREO:         
   Commercial real estate (1)
$1,320
 $505
 $1,825
 4
 100.0%
Total OREO$1,320
 $505
 $1,825
 4
 100.0%

42



 County Total OREO Number of Properties Percent of
Total OREO
 Pierce Kitsap Mason
 (Dollars in thousands)
OREO:           
   Commercial real estate (1)
$1,320
 $506
 $505
 $2,331
 5
 100.0%
Total OREO$1,320
 $506
 $505
 $2,331
 5
 100.0%

(1) Of the fivefour properties classified as commercial real estate, two are office/retail buildings and threetwo are undeveloped lots.

Deposits. During the first ninesix months of 2016,2017, deposits increased $16.8$18.1 million to $692.2$735.6 million at SeptemberJune 30, 2016,2017, compared to $675.4$717.5 million at December 31, 2015.2016. Deposit accounts consisted of the following:

September 30, 2016 Change from December 31, 2015 Percent ChangeJune 30, 2017 Change from December 31, 2016 Percent Change
(Dollars in thousands)(Dollars in thousands)
Noninterest-bearing$33,060
 $3,668
 12.5 %$35,126
 $1,704
 5.1 %
NOW15,864
 (397) (2.4)
Interest-bearing checking21,059
 2,527
 13.6
Statement savings28,939
 612
 2.2
26,668
 (1,715) (6.0)
Money market188,298
 (23,138) (10.9)232,206
 27,208
 13.3
Certificates of deposit, retail350,522
 26,682
 8.2
345,028
 (11,625) (3.3)
Certificates of deposit, brokered75,488

9,337

14.1
75,488





$692,171

$16,764

2.5
$735,575

$18,099

2.5
 

DuringThe increase during the first ninesix months of 2016, total2017 was predominantly in retail deposits increased $7.4 million primarily as a result of the increased customer base withreflecting our new branch locations. Nonintereststrategy to grow our core deposits. Growth occurred in both our noninterest-bearing and interest-bearing checking increased $3.7 million in 2016 with $1.5 million of this attributed to the three new branch locations. Retail certificates of deposit increased $26.7 million with $11.0 million of this increase from our branch locations. The balances in ouraccounts and money market accounts related to short term deposits from large construction developers that are partas we pursue these sources of the EB-5 Immigrant Investor Program to fund development projects decreased from $62.8 million at December 31, 2015 to $11.3 million at September 30, 2016. The decrease in these accounts was partially offset by the addition of new money market accounts resulting in a net decrease of $23.1 million during the first nine months of 2016.lower cost funding.

BrokeredOur portfolio of brokered certificates of deposits increased by $9.3remained at $75.5 million during the nine months ended Septemberat June 30, 2016, as we redeemed $14.6 million of certificates and added $23.9 million of new brokered certificates of deposit, reducing the weighted average cost2017, unchanged from December 31, 2016. We may add to our portfolio of these funds to 1.6%.brokered deposits as a source of additional funding in future periods. While brokered certificates of deposit may carry a higher cost than our retail certificates, their remaining maturity periods of 2213 to 5243 months, along with the enhanced call features of these deposits, assist us in our efforts to manage interest rate risk.

At both SeptemberJune 30, 20162017 and December 31, 2015,2016, we held $23.7$23.8 million and $16.0$23.7 million in public funds, respectively, nearly all of which were retail certificates of deposit.

Advances. We use advances from the FHLB as an alternative funding source to reduce interest rate risk and to leverage our balance sheet. Total FHLB advances were $191.5 million at SeptemberJune 30, 20162017 and $171.5 million at December 31, 2015 were $221.52016. At June 30, 2017, the Bank held $56.5 million in borrowings that are due in less than one year and $125.5$135.0 million respectively. During the first nine months of 2016, we paid off twoin borrowings that are due in one to three years. Included in our total advances at their scheduled maturity dates for $34.0that date is a $50.0 million which carriedthree-month fixed-rate advance designated as a 0.81% interest rate, and $20.0 million, which carriedhedge instrument in a 0.70% interest rate. We replaced these funds and borrowed additional fundscash flow hedge, as described below. Included in the formcategory of $110.0advances that are due in one to three years is a $120.0 million in overnight fed funds and a $40.0 million seven year Member Option Variable-rate Advance from the FHLB. ThisVariable Rate advance will reprice monthlythat reprices quarterly and allows prepayment without penalties on the repricing dates. Of our total FHLB advances, $160.0date.

Cash Flow Hedge. To assist in managing interest rate risk, the Bank entered into a five-year, $50 million notional, pay fixed, receive floating cash flow hedge or interest rate swap with a qualified institution on October 25, 2016. Under the terms of the agreement, the Bank will pay a fixed rate of 1.34% for five years and, will in turn, receive an interest payment based on the three-month LIBOR index, which resets quarterly. Concurrently, the Bank borrowed a $50.0 million fixed rate three-month advance that will be renewed quarterly at the fixed interest rate in effect at that time. Effectiveness of the swap is due to matureevaluated quarterly with any ineffectiveness recognized as a gain or a loss on the income statement in less than one year,noninterest income. A change in the fair value of the cash flow hedge is recognized as an other asset or other liability on the balance sheet with the remaining $61.5tax-effected portion of the change included in other comprehensive income. At June 30, 2017, we recognized a $1.1 million duefair value asset as a result in one to seven years.the increase in the market value of the hedge agreement.

Stockholders’ Equity. Total stockholders’ equity decreased $19.6increased $5.4 million during 20162017 to $151.1$143.5 million at SeptemberJune 30, 2016,2017, from $170.7$138.1 million at December 31, 2015 primarily due2016. Additional paid-in capital increased $1.6 million as a result of the exercise of stock options for 115,880 shares during the six months ended June 30, 2017. Also contributing to common stock repurchases. Retainedthe increase, retained earnings increased $3.7 million to $46.6$2.9 million during the ninesix months ended SeptemberJune 30, 2016 due to $5.92017, as a result of $4.2 million ofin net income partially offset by $2.2$1.3 million ofpaid out in shareholder dividends.

43




The following table shows cash dividends paid per share and the related dividend payout ratio for the periods indicated:

43



Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016 20152017 2016 2017 2016
              
Dividend declared per common share$0.06
 $0.06
 $0.18
 $0.18
$0.07
 $0.06
 $0.13
 $0.12
Dividend payout ratio (1)
27.4% 33.3% 37.9% 35.3%38.9% 51.8% 32.0% 46.4%
______________
(1) Dividends paid per common share divided by basic earnings per common share

As partThe Company has a share repurchase plan in effect from May 30, 2017 through November 30, 2017 authorizing the repurchase of the strategy to increase shareholder value,1,100,000 shares, or 10.0% of outstanding shares. At June 30, 2017, the Company had repurchased a total of 1,868,11222,700 shares during the nine months ended September 30, 2016. Under a plan from November 2, 2015 through April 27, 2016, the Company purchased 436,145 shares from January 1, 2016 through the expiration of the plan at an average price of $13.37. On August 9, 2016, the Company completed the repurchase of $18.1 million in shares through a self-tender offer announced July 13, 2016. On September 9, 2016, the Board of Directors authorized the repurchase of up to 1,500,000 shares of the Company's common stock, or 12.5% of the Company's outstanding shares. This plan expires on March 27, 2017. From September 9, 2016 through September 30, 2016, the Company repurchased 137,500 shares under the current plan.

Additional paid-in-capital decreased $25.3 million during the nine months ended September 30, 2016 as a combined result of $26.4 million used to repurchase shares, partially offset by increases of $318,000 from the exercise of stock options and $505,000 from stock-based compensation. Accumulated other comprehensive gain increased $1.1 million from an accumulated other comprehensive loss as a result of improvements in after-tax valuation adjustments on investments available-for-sale.$15.93 per share.

Comparison of Operating Results for the Three Months Ended SeptemberJune 30, 20162017 and 20152016

General. Net income for the three months ended SeptemberJune 30, 20162017 was $2.6$1.9 million, or $0.22$0.18 per diluted share as compared to net income of $2.4$1.4 million, or $0.18$0.11 per diluted share for the quarter ended SeptemberJune 30, 2015.2016. The $160,000$428,000 increase in net income during the thirdfirst quarter of 20162017 was primarily a result of increasesan increase in net interest income and noninterest income and decreases in noninterest expense and federal income tax expense reduced by an increasea decrease in the provision for loan losses.losses partially offset by an increase in noninterest expense.

Net Interest Income. Net interest income for the quarter ended SeptemberJune 30, 20162017 increased $1.2 million$814,000 to $8.9$9.0 million, as compared to $7.7$8.2 million for the secondfirst quarter in 20152016, due primarily to growththe $1.4 million increase in our interest income partially offset by a $633,000 increase in interest expense. Interest income primarily increased as a result of the growth in average loans receivable. Our net interest margin was 3.60% for the quarter ended June 30, 2017, compared to 3.63% for the quarter ended June 30, 2016. The change between quarters was primarily attributed to increased costs associated with interest-bearing liabilities due to an increasethe recent increases in the average balance of interest-earning assets and the shift from lower yielding interest-earning deposits to higher yielding investment securities and loan receivables.short term interest rates.

The following table details the change in net interest income due to changes in yield or cost, or changes in the average balance of the related asset or liability:

 Three Months Ended June 30, 2017
Compared to June 30, 2016
Net Change

Rate
Volume
Total

(In thousands)
Interest-earning assets:




   Loans receivable, net$(176)
$1,480

$1,304
   Investments available-for-sale138

(8)
130
   Interest-earning deposits with banks22

(27)
(5)
   FHLB stock

18

18
Total net change in income on interest-earning assets(16)
1,463

1,447






Interest-bearing liabilities:




   Interest-bearing demand13

1

14
   Statement savings(1)
(1)
(2)
   Money market125

21

146
   Certificates of deposit, retail58

76

134
   Certificates of deposit, brokered2
 41
 43
   Advances from the FHLB163

135

298
Total net change in expense on interest-bearing liabilities360

273

633
Total net change in net interest income$(376)
$1,190

$814

44



 Three Months Ended September 30, 2016
Compared to September 30, 2015
Net Change

Rate
Volume
Total

(In thousands)
Interest-earning assets:




   Loan receivable, net$(546)
$1,815

$1,269
   Investments available-for-sale164

50

214
   Interest-earning deposits20

(49)
(29)
   FHLB stock26

4

30
Total net change in income on interest-earning assets(336)
1,820

1,484






Interest-bearing liabilities:




   NOW5



5
   Statement savings

2

2
   Money market39

15

54
   Certificates of deposit, retail107

23

130
   Certificates of deposit, brokered(37) 22
 (15)
   Advances from the FHLB(75)
113

38
Total net change in expense on interest-bearing liabilities39

175

214
Total net change in net interest income$(375)
$1,645

$1,270

The $1.3 million increase in loan interest income during the thirdsecond quarter of 20162017, as compared to the same period in 20152016, was a result of a $138.8$118.7 million increase in the average outstanding loan balance partially offset by a decrease in yield of 27 basis points. Growth in our commercial, multifamily and construction real estate loans, including $58.3 million in purchased multifamily and commercial real estate loans during 2016, contributed significantly to the increase in the average loan balance.yield of nine basis points. Higher yielding loans continue to be repaid while rates of new loan originations remain relatively unchanged in spite of the recent rate increases in the Federal Funds rate by the Federal Reserve Board.

During the thirdfirst quarter of 2016,2017, interest income from our investments available-for-sale increased by $214,000$130,000 as compared to the same period in 2015.2016. The average balance of our investments available-for-sale for the three months ended SeptemberJune 30, 2016 increased2017 decreased by $10.6$1.4 million as compared to the same period last year as invested interest-earning deposits earningsales and paydowns outpaced purchases of new investments. As a nominal yield were placed into higher yielding securities. In addition,result of restructuring our investments available-for-sale investment portfolio was restructured through the sales of lower yielding investment securities, and utilizing the proceeds received to purchase higher yielding, long-term investment securities resultedlast year, our yield on these assets increased by 42 basis points for the three months ended June 30, 2017, as compared to the same period in a 49 basis point increase in the average yield of investments available-for-sale.2016.

Partially offsetting the increase in interest income, interest expense increased by $214,000$633,000 for the three months ended SeptemberJune 30, 20162017, as compared to the same period in 2015.2016. The average balance of our interest-bearing liabilities increased $116.4 million over the last year to support the growth in allour financial assets. The average balance of our funding sources yetdeposits increased by $55.1 million for the total costthree months ended June 30, 2017 as compared to the same period in 2016, including growth in retail certificates of these funds remained stable. Notable changes occurred indeposit of $26.0 million, money market accounts of $19.5 million, brokered certificates of deposit as the 21 basis pointof $9.9 million, and interest-bearing checking accounts of $2.8 million. These increases were partially offset by a decrease in the cost of these funds outweighed the $4.8$3.1 million increase in the average balance of these funds, resulting in a $15,000 decrease in interest expense. To support the growth in our loans receivable, westatement savings accounts. The average cost of our deposits increased the average balance of FHLB advances by $47.3 million during12 basis points for the three months ended SeptemberJune 30, 2017, as compared to the same period in 2016. Replacements in maturing advancesIn further support of our asset growth, average borrowings at the FHLB increased by $61.2 million for the three months ended June 30, 2017, and new advances were taken as variable rate federal funds, thereby reducing the average cost of these funds by 16increased 35 basis points.points as compared to the same period in 2016. The average cost of both our deposits and FHLB borrowings increased for the three months ended June 30, 2017, as compared to the same period in 2016 in response to increases in the Federal Funds rate.

The following table compares detailed average balances, related interest income or interest expense, associated yields and rates, and the resulting net interest margin for the three months ended SeptemberJune 30, 20162017 and 2015.2016. Nonaccrual loans are included in the average balance of net loans receivable and are considered to carry a zero yield.

45



Three Months Ended September 30,Three Months Ended June 30,
2016 20152017 2016
Average
Balance
 Interest Earned / Paid Yield /
Cost
 Average
Balance
 Interest Earned / Paid Yield /
Cost
Average
Balance
 Interest Earned / Paid Yield /
Cost
 Average
Balance
 Interest Earned / Paid Yield /
Cost
(Dollars in thousands)(Dollars in thousands)
Assets                      
Loans receivable, net $804,014
 $9,967
 4.92% $665,183
 $8,698
 5.19%$844,853
 $10,352
 4.91% $726,109
 $9,048
 5.00%
Investments available-for-sale133,258
 792
 2.36
 122,685
 578
 1.87
132,375
 887
 2.69
 133,813
 757
 2.27
Interest-earning deposits 28,275
 38
 0.53
 105,901
 67
 0.25
Interest-earning deposits with banks 16,831
 42
 1.00
 39,167
 47
 0.48
FHLB stock 8,483
 45
 2.10
 6,537
 15
 0.91
8,616
 62
 2.89
 6,097
 44
 2.89
Total interest-earning assets 974,030
 10,842
 4.42
 900,306
 9,358
 4.12
1,002,675
 11,343
 4.54
 905,186
 9,896
 4.39
Noninterest earning assets60,781
     61,480
    63,802
     58,002
    
Total average assets$1,034,811
     $961,786
    $1,066,477
     $963,188
    
                      
Liabilities and Stockholders' Equity                      
NOW $18,018
 $9
 0.20% $17,578
 $4
 0.09%
Interest-bearing checking$20,426
 $19
 0.37% $17,592
 $5
 0.11%
Statement savings30,902
 12
 0.15
 26,436
 10
 0.15
27,366
 10
 0.15
 30,449
 12
 0.16
Money market185,089
 211
 0.45
 169,420
 157
 0.37
220,241
 358
 0.65
 200,738
 212
 0.42
Certificates of deposit, retail341,685
 1,021
 1.19
 333,141
 891
 1.06
349,401
 1,075
 1.23
 323,390
 941
 1.17
Certificates of deposit, brokered70,964
 292
 1.63
 66,122
 307
 1.84
75,488
 314
 1.67
 65,612
 271
 1.66
Total interest-bearing deposits692,922
 1,776
 1.03
 637,781
 1,441
 0.91
Advances from the FHLB182,804
 363
 0.79
 135,500
 325
 0.95
184,357
 570
 1.24
 123,148
 272
 0.89
Total interest-bearing liabilities829,462
 1,908
 0.91
 748,197
 1,694
 0.90
877,279
 2,346
 1.07
 760,929
 1,713
 0.90
Noninterest bearing liabilities43,659
     37,078
    45,555
     33,082
    
Average equity161,690
     176,511
    143,643
     169,177
    
Total average liabilities and equity$1,034,811
     $961,786
    $1,066,477
     $963,188
    
Net interest income  $8,934
     $7,664
    $8,997
     $8,183
  
Net interest margin    3.64%     3.38%    3.60%     3.63%

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

During the quarter ended SeptemberJune 30, 2016,2017, management evaluated the adequacy of the ALLL and concluded that additional provision for loan losses in the amount of $900,000$100,000 was appropriate for the quarter. For the quarter ended SeptemberJune 30, 2015,2016, a $700,000 recapture of the$600,000 provision for loan losses was recorded. For the thirdsecond quarter of 2016,2017, the provision for loan losses was primarily a result of growth in our loan portfolio.receivables partially offset by payoffs and credit improvements to certain adversely classified loans. In comparison, the recaptureprovision reported in the thirdsecond quarter of 20152016 was primarily a result of $265,000 recoveries and payoffs on $5.0 millionan increase in the balance of our loans classified as "special mention".receivable.


46



The following table summarizes selected financial data related to our ALLL and loan portfolio. All loan balances and ratios are calculated using loan balances that are net of LIP.

46




At or For the Three Months Ended September 30,At or For the Three Months Ended June 30,

2016
20152017
2016
(Dollars in thousands)(Dollars in thousands)
Total loans receivable, net of LIP, end of period$859,205
 $687,676
$875,510
 $778,120
Average loans receivable during period804,014
 665,183
844,853
 726,109
ALLL balance at beginning of period10,134
 10,603
11,158
 9,471
Provision (recapture of provision) for loan losses900
 (700)
Provision for loan losses100
 600
Charge-offs:

  

  
One-to-four family
 (2)
Consumer(28) (20)
 
Total charge-offs(28) (22)
 
Recoveries:

  

  
One-to-four family
 217
27
 63
Commercial real estate
 48
Total recoveries
 265
27
 63
Net (charge-off) recovery(28) 243
Net recovery27
 63
ALLL balance at end of period$11,006
 $10,146
$11,285
 $10,134
ALLL as a percent of total loans, net of LIP1.28 % 1.48%1.29% 1.30%
Ratio of net (charge-offs) recoveries to average net loans receivable (annualized)(0.01) 0.14
Ratio of net recoveries to average net loans receivable0.01
 0.03

Noninterest Income. Noninterest income increased $226,000$23,000 to $673,000$731,000 for the quarter ended SeptemberJune 30, 2016,2017, from $447,000$708,000 for the quarter ended SeptemberJune 30, 2015.2016. The following table provides a detailed analysis of the changes in the components of noninterest income:
Three Months Ended September 30, 2016 Change from Three Months ended
September 30, 2015
 Percent ChangeThree Months Ended June 30, 2017 Change from Three Months Ended
June 30, 2016
 Percent Change
(Dollars in thousands)(Dollars in thousands)
Service fees on deposit accounts$16
 $4
 33.3 %38
 9
 31.0 %
Loan service fees 52
 (4) (7.1)120
 39
 48.1
Net gain on sale of investments33
 (52) (61.2)56
 56
 100.0
BOLI change in cash surrender value251
 38
 17.8
116
 (109) (48.4)
Wealth management revenue165
 123
 292.9
307
 26
 9.3
Other 156
 117
 300.0
94
 2
 2.2
Total noninterest income $673
 $226
 50.6
731
 23
 3.2

The increase in the quarter ended SeptemberJune 30, 2016,2017, compared to the quarter ended September 30, 2015, was primarily a result of the $123,000 increase in income from our wealth management services. These services, which began in May 2015, allow us to offer a broader range of wealth management solutions to appropriately meet the needs of our customers. Other noninterest income increased by $117,000 for the quarter ended September 30, 2016 as compared to the same quarter in 2015 as a result of receipt of certain loan fees. The increase in noninterest income recognized on our BOLI policies reflects the increase in cash surrender value of these policies. We recognize the increase in cash surrender value of these policies, which represents the increase in underlying investments, as noninterest income, which assists in offsetting expenses for employee benefits. In addition, during the quarter ended June 30, 2016, was partially the result of the $56,000 gain on sales of a portion of a corporate bond and two mortgage-backed securities during the second quarter of 2017. During the same period in 2016, we surrendereddid not sell any of our investment securities. Further contributing to the increase in 2017, loan service fees increased by $39,000 as a result of increased prepayment penalties and wealth management revenue increased by $26,000 as we continue to expand our portfolio of managed accounts. These increases were partially offset by a decrease in noninterest income from our BOLI policies. During the second quarter of 2017, we purchased $4.2 million in additional policies where certain policy expenses are deducted from earnings over the first year, thereby reducing the overall noninterest income recognized from BOLI policies for the initial one $10.2 million BOLI policy which was replaced with a higher yielding policy.year period.
        
Noninterest Expense. Noninterest expense decreased $127,000increased $764,000 to $5.3$6.8 million for the quarter ended SeptemberJune 30, 20162017 from $5.4$6.1 million for the comparable quarter in 2015.2016.

The following table provides a detailed analysis of the changes in the components of noninterest expense:

47



Three Months Ended September 30, 2016 Change from Three Months ended
September 30, 2015
 Percent ChangeThree Months Ended June 30, 2017 Change from Three Months Ended
June 30, 2016
 Percent Change
(Dollars in thousands)(Dollars in thousands)
Salaries and employee benefits$3,821
 $333
 9.5 %$4,409
 $568
 14.8 %
Occupancy and equipment 467
 80
 20.7
579
 91
 18.6
Professional fees 458
 (14) (3.0)482
 (79) (14.1)
Data processing 259
 83
 47.2
519
 268
 106.8
Gain on sale of OREO property, net (5) (94) (105.6)
OREO related expenses, net(11) (35) (145.8)(15) (1) 7.1
Regulatory assessments82
 (37) (31.1)112
 (5) (4.3)
Insurance and bond premiums 86
 (3) (3.4)98
 12
 14.0
Marketing67
 (36) (35.0)52
 12
 30.0
Other general and administrative25
 (498) (95.2)605
 (8) (1.3)
Total noninterest expense $5,254
 $(127) (2.4)%$6,836
 $764
 12.6 %

Expenses for salaries and employee benefits increased $333,000$568,000 for the thirdsecond quarter of 20162017, as compared to the same period in 20152016 primarily as a result of increases in salaries andcosts due to the increase in the number of employees. As a result of our new branches and the development of new products, the number of employees increased from 107to 129 at SeptemberJune 30, 2015 to2017 from 118 at SeptemberJune 30, 2016. In addition, annual increases occurred between the comparative periods.change in timing of recognition of the compensation expense for directors’ restricted stock awards resulted in $180,000 of additional expense for the quarter ended June 30, 2017 as compared to the same period in 2016.

More thanAs a result of our pending acquisition of four retail branches, our data processing expense increased by $268,000 for the quarter ended June 30, 2017 as compared to the same period in 2016 due primarily to the cost of data conversion of the accounts in these branches.

Partially offsetting this increase, other general and administrative expensesthese increases, professional fees decreased $498,000by $79,000, primarily as a result of a recapturereduction in legal costs. During the reserve for unfunded commitments. This reserve is fundedsecond quarter of 2016, we incurred additional legal expenses relating to absorb estimated probable losses related to unfunded credit facilities. Forour modified Dutch auction tender offer completed in 2016. In addition, noninterest expense declined as we incurred a $5,000 gain on the sale of OREO property in the quarter ended SeptemberJune 30, 2016, we determined2017 as compared to a $373,000 recapture was appropriate. The strong credit quality metricsloss on sale of the Company's loan portfolio resulted in improvements in the unfunded commitment reserve calculation methodology, resulting in this recapture. In comparison, we recognized a $178,000 additional expense$89,000 for the quarter ended SeptemberJune 30, 2015.2016.

Federal Income Tax Expense. Our statutory income tax rate is 35%. We recorded federal income tax provisions of $847,000$924,000 and $984,000$779,000 for the quarters ended SeptemberJune 30, 2016,2017, and 2015,2016, respectively, as a result of our consolidated pretax net income. ForOur effective tax rate for the quarter ended SeptemberJune 30, 2017 was 30.3%, which reflected the year-to-date impact of stock options exercised in the first quarter of 2017. In comparison, the effective tax rate for the quarter ended June 30, 2016 our tax provision was net32.1%, which reflected reversal of nontaxable BOLI income and a $213,000 benefit from utilizing an otherwise expiring capital loss carryforward for our 2015 tax return that was filed during10% penalty on the quarter.early surrender a BOLI policy.

Comparison of Operating Results for the NineSix Months Ended SeptemberJune 30, 20162017 and 20152016

General. Net income for the ninesix months ended SeptemberJune 30, 20162017 was $5.9$4.2 million, or $0.47$0.40 per diluted share as compared to net income of $7.0$3.3 million, or $0.51$0.26 per diluted share for the ninesix months ended SeptemberJune 30, 2015. Significantly contributing to the decline in net2016. Net interest income during the first nine months of 2016 was the recognition of a $1.4 million provision for loan loss in 2016 as compared to a $1.3 recapture of provision in 2015. In addition, noninterest expense increased by $2.6 million. These decreases were$1.9 million year over year, however this was partially offset by a $2.1$1.1 million increase in net interest income, $966,000 increase in noninterest income and a decrease in federal income tax provision of $972,000.expense.

Net Interest Income. Net interest income for the ninesix months ended SeptemberJune 30, 20162017 increased $2.1$1.9 million to $24.9$17.9 million, as compared to $22.8$16.0 million for the same period in 2015.2016, due to the $2.9 million increase in our interest income partially offset by a $988,000 increase in interest expense. The increase in total interest income was primarily the result of the growth in our higher yieldingaverage loans receivable. Our net interest margin was 3.62% for the six months ended June 30, 2017, compared to 3.54% for the six months ended June 30, 2016. The change between periods was primarily attributed to the increase in average loan balances and the increase in the average yield on interest-earning assets.assets outpacing increased average costs associated with interest-bearing liabilities.

The following table details the change in net interest income due to changes in yield or cost, or changes in the average balance of the related asset or liability:
    

48



Nine Months Ended September 30, 2016
Compared to September 30, 2015
Net Change
Six Months Ended June 30, 2017
Compared to June 30, 2016 Net Change
Rate Volume TotalRate Volume Total
(In thousands)(In thousands)
Interest-earning assets:          
Loan receivable, net$(1,055) $2,865
 $1,810
Loans receivable, net$(628) $3,232
 $2,604
Investments available-for-sale468
 171
 639
315
 (15) 300
Interest-earning deposits100
 (98) 2
Interest-earning deposits with banks35
 (109) (74)
FHLB stock115
 1
 116
19
 34
 53
Total net change in income on interest-earning assets(372) 2,939
 2,567
(259) 3,142
 2,883
          
Interest-bearing liabilities:          
NOW5
 
 5
Interest-bearing demand25
 1
 26
Statement savings3
 4
 7
(1) (1) (2)
Money market127
 110
 237
197
 19
 216
Certificates of deposit, retail286
 (96) 190
135
 165
 300
Certificates of deposit, brokered(20) 34
 14
(91) 94
 3
Advances from the FHLB(84) 54
 (30)190
 255
 445
Total net change in expense on interest-bearing liabilities317
 106
 423
455
 533
 988
Total net change in net interest income$(689) $2,833
 $2,144
$(714) $2,609
 $1,895

Average loans receivable increased $73.5$128.5 million for the ninesix months ended SeptemberJune 30, 20162017 as compared to the same period in 20152016 while the average yield decreased to 5.02%4.92% from 5.21%5.07% for the ninesix months ended SeptemberJune 30, 2017 and 2016, and 2015, respectively. Contributing torespectively as loans originated during the growth of our loan portfolio, we purchased $58.3 million in commercial real estate loans in 2016 thatpast year were purchased at a 1.8% - 3.0% premium, which is amortized against interest income over the remaining maturity of the loans.lower average rates than those paying off.

Interest income on our investments available-for-sale increased $639,000$300,000 for the ninesix months ended SeptemberJune 30, 20162017 as compared to the same period in 20152016 primarily as a result of the 4748 basis point increase in the yield on these assets. We have continued to restructure our portfolio of these securities to include additional longer term higher-yielding investment securities to increase earnings from our investment portfolio.

The Federal Reserve Bank's federal funds rate increase in December 2015 positively impacted the rate paidInterest income on our interest-earning deposits. The average rate earned on interest-earning deposits increased 26 basis pointsdecreased $74,000 for the ninesix months ended SeptemberJune 30, 2016,2017 as compared to the same period in 2015. The increase in interest due to2016, primarily as a result of the rate increase was largely offset by the$43.3 million decrease in ourthe average balance of these deposits as we shifted these funds tocash earning a nominal yield into higher yielding assets during 2016.assets. Partially offsetting the impact of the decrease in average balance, the average yield earned on interest-earning deposits from the Federal Reserve Bank increased by 34 basis points year over year.

Partially offsetting the increase in interest income, our interest expense increased $423,000$988,000 for the ninesix months ended SeptemberJune 30, 20162017 as compared to the same period in 2015.2016. The average cost of our deposits increased by nine basis points for the six months ended June 30, 2017, as compared to the same period in 2016. Interest expense on money market accounts increased by $216,000, year over year primarily due to an 18 basis point increase wasin the cost of these funds. In addition, interest expense on retail certificates of deposit increased by $300,000, primarily from a combined result of a $44.0$28.9 million increase in the average balance of our interest-bearing liabilitiesthese accounts and a two basis point increase in the overall cost of these funds. While the average balance of our FHLB advances increased by $7.6 million, total year-to-date interest paid decreased by $30,000 year over year as a result of an eight basis point decrease in the cost of these funds. Maturing longer-term fixed rate advances were replaced by short-term, variable rate advances, thereby significantly reducing the cost of these borrowings. In addition, the early redemption of several brokered certificates of deposit and securing of new brokered certificates at lower rates helped to offset the increased interest due to the increase in volume of these funds. Interest expense on money market accounts increased $237,000 for the first nine months of 2016 as a combined result of increases in the average balance and rate paid for these deposits. Further contributing to the increase in interest expense, an 11 basis point increase in the cost of these funds. Interest expense on our retail certificates of deposit outweighed the $12.3 million decrease in the average balance of these deposits resulting in $190,000 additional interest expenseFHLB advances and other borrowings increased by $445,000 for the ninesix months ended SeptemberJune 30, 20162017, as compared to the same period in 2015.2016 as a result of a $55.0 million increase in the average balance of FHLB advances and a 22 basis point increase in the cost of these funds.


49



The following table compares detailed average balances, associated yields and rates, and the resulting changes in interest and dividend income or expense for the ninesix months ended SeptemberJune 30, 20162017 and 2015.2016. Nonaccrual loans are included in the average balance of net loans receivable and are considered to carry a zero yield.


49



Nine Months Ended September 30,Six Months Ended June 30,
2016 20152017 2016
Average Balance Interest Earned / Paid Yield or Cost Average Balance Interest Earned / Paid Yield or CostAverage Balance Interest Earned / Paid Yield or Cost Average Balance Interest Earned / Paid Yield or Cost
(Dollars in thousands)(Dollars in thousands)
Assets                      
Loans receivable, net $739,312
 $27,742
 5.02% $665,765
 $25,932
 5.21%$835,106
 $20,379
 4.92% $706,606
 $17,775
 5.07%
Investments available-for-sale132,471
 2,224
 2.24
 119,572
 1,585
 1.77
130,693
 1,732
 2.67
 132,073
 1,432
 2.19
Interest-earning deposits 51,855
 198
 0.51
 103,557
 196
 0.25
Interest-earning deposits with banks 20,512
 86
 0.85
 63,774
 160
 0.51
FHLB stock 6,878
 136
 2.64
 6,630
 20
 0.40
8,327
 144
 3.49
 6,066
 91
 3.03
Total interest-earning assets 930,516
 30,300
 4.35
 895,524
 27,733
 4.14
994,638
 22,341
 4.53
 908,519
 19,458
 4.32
Noninterest earning assets59,127
     56,699
    61,848
     58,291
    
Total average assets$989,643
     $952,223
    $1,056,486
     $966,810
    
                      
Liabilities and Stockholders' Equity                      
NOW $17,534
 $18
 0.14% $18,100
 $13
 0.10%
Interest-bearing checking$19,956
 $35
 0.35% $17,290
 $9
 0.10%
Statement savings29,461
 35
 0.16
 25,546
 28
 0.15
27,717
 21
 0.15
 28,733
 23
 0.16
Money market198,958
 636
 0.43
 156,100
 399
 0.34
215,071
 641
 0.60
 205,968
 425
 0.42
Certificates of deposit, retail329,622
 2,867
 1.16
 341,897
 2,677
 1.05
352,391
 2,147
 1.23
 323,524
 1,847
 1.15
Certificates of deposit, brokered67,345
 913
 1.81
 64,875
 899
 1.85
75,488
 623
 1.66
 65,516
 620
 1.91
Total interest-bearing deposits690,623
 3,467
 1.01
 641,031
 2,924
 0.92
Advances from the FHLB143,092
 933
 0.87
 135,500
 963
 0.95
177,964
 1,015
 1.15
 123,017
 570
 0.93
Total interest-bearing liabilities786,012
 5,402
 0.92
 742,018
 4,979
 0.90
868,587
 4,482
 1.04
 764,048
 3,494
 0.92
Noninterest bearing liabilities36,545
     30,472
    45,796
     32,948
    
Average equity167,086
     179,733
    142,103
     169,814
    
Total average liabilities and equity$989,643
     $952,223
    $1,056,486
     $966,810
    
Net interest income  $24,898
     $22,754
    $17,859
     $15,964
  
Net interest margin    3.58%     3.40%    3.62%     3.54%

Provision for Loan Losses. During the ninesix months ended SeptemberJune 30, 2016,2017, management evaluated the adequacy of the ALLL and concluded that additional provision for loan losses in the amount of $1.4 million$300,000 was appropriate for the period. The provision duringfor the first ninesix months of 2016ended June 30, 2017 was primarily a reflection of the $160.9$46.6 million growth in net loans receivable.receivable partially offset by payoffs and credit improvements to certain adversely classified loans. For 2015, the first nine month's recapturesix months ended June 30, 2016, an additional provision of $1.3 million$500,000 was primarilyrecorded as a result of net recoveries of $955,000 and the repayment of $5.0 million of loans graded as "special mention", which reduced the amount required to be set aside in the general reserve.loan growth.

The following table summarizes selected financial data related to our ALLL and loan portfolio. All loan balances and ratios are calculated using loan balances that are net of LIP.

50



At or For the Nine Months Ended September 30,At or For the Six Months Ended June 30,
2016 20152017 2016
(Dollars in thousands)(Dollars in thousands)
Total loans receivable, net of LIP, end of period$859,206
 $687,676
$875,510
 $778,120
Average loans receivable during period739,312
 665,765
835,106
 706,606
ALLL balance at beginning of period9,463
 10,491
10,951
 9,463
Provision (recapture of provision) for loan losses1,400
 (1,300)
Provision for loan losses300
 500
Charge-offs:      
One-to-four family
 (27)
Multifamily
 (281)
Consumer(47) (54)
 (19)
Total charge-offs(47) (362)
 (19)
Recoveries:      
One-to-four family85
 908
33
 85
Commercial real estate104
 105

 104
Business
 3
Consumer1
 301
1
 1
Total recoveries190
 1,317
34
 190
Net recovery143
 955
34
 171
ALLL balance at end of period$11,006
 $10,146
$11,285
 $10,134
ALLL as a percent of total loans, net of LIP1.28% 1.48%1.29% 1.30%
Ratio of net recoveries to average net loans receivable (annualized)0.03
 0.19
0.01
 0.05

Noninterest Income. Noninterest income increased $966,000$78,000 to $1.9$1.3 million for the ninesix months ended SeptemberJune 30, 2016,2017, from $895,000$1.2 million for the same period in 2015.2016. The following table provides a detailed analysis of the changes in the components of noninterest income:
Nine Months Ended September 30, 2016 Change from Nine Months Ended September 30, 2015 Percent ChangeSix Months Ended June 30, 2017 Change from
Six Months Ended
June 30, 2016
 Percent Change
(Dollars in thousands)(Dollars in thousands)
Service fees on deposit accounts$60
 $5
 9.1 %$63
 $19
 43.2 %
Loan service fees 181
 70
 63.1
155
 26
 20.2
Net gain on sale of investments33
 (52) (61.2)56
 56
 n/a
BOLI change in cash surrender value641
 272
 73.7
317
 (73) (18.7)
Wealth management revenue656
 592
 925.0
447
 (44) (9.0)
Other 290
 79
 37.4
228
 94
 70.1
Total noninterest income $1,861
 $966
 107.9
$1,266
 $78
 6.6

The $272,000 increase inlargest change to our noninterest BOLI income was primarily a result of $20.0 million of BOLI policies purchased in April 2015 and the surrender of one $10.2 million BOLI policy which was replaced with a higher yielding policy. Wealth management revenue increased by $592,000 for the first three quarters of 2016six months ended June 30, 2017 as compared to the same period in 2015. The commissions2016 was the $95,000 increase in other noninterest income. This increase was a result of an additional $77,000 of fees received during the 2017 six month period on loans where certain commercial loan customers participate in an interest rate swap with a third party broker institution and the Bank receives a fee that is recognized as other noninterest income at the time the loan is originated. In addition, sales of investment securities generated a $56,000 gain for the six months ended June 30, 2017, compared to none for the same period in 2015 represent2016. Loan servicing fees, primarily from prepayment penalties, increased by $26,000 year over year. Partially offsetting these increases, BOLI noninterest income from the initial twochange in cash surrender value of our policies decreased by $74,000 during the six months ended June 30, 2017 as compared to the same period in 2016, primarily due to expenses relating to the $4.1 million in additional BOLI policies purchased during the second quarter of 2017, as discussed above. Further offsetting our income, our wealth management revenue decreased $44,000 for the first six months of 2017 as compared to the Company offering wealth management services.same period in 2016 as a result of normal fluctuations in business activity.

Noninterest Expense. Noninterest expense increased $2.6$1.1 million to $12.9 million for the ninesix months ended SeptemberJune 30, 20162017 as compared to the same period in 2015.2016.


51



The following table provides a detailed analysis of the changes in the components of noninterest expense:

51



Nine Months Ended September 30, 2016 Change from Nine Months Ended September 30, 2015 Percent ChangeSix Months Ended June 30, 2017 Change from
Six Months Ended
June 30, 2016
 Percent Change
(Dollars in thousands)(Dollars in thousands)
Salaries and employee benefits$11,436
 $1,283
 12.6 %$8,694
 $1,079
 14.2 %
Occupancy and equipment 1,463
 424
 40.8
1,059
 63
 6.3
Professional fees 1,487
 203
 15.8
921
 (108) (10.5)
Data processing 700
 177
 33.8
759
 318
 72.1
Loss (gain) on sales of OREO property, net 87
 618
 (116.4)
(Gain) loss on sales of OREO property, net (5) (92) (105.7)
OREO market value adjustments257
 252
 5,040.0
50
 (207) (80.5)
OREO-related expenses, net(45) (62) (364.7)(25) 9
 (26.5)
Regulatory assessments319
 (32) (9.1)208
 (29) (12.2)
Insurance and bond premiums 260
 (10) (3.7)197
 23
 13.2
Marketing145
 (45) (23.7)100
 22
 28.2
Other general and administrative990
 (254) (20.4)946
 (19) (2.0)
Total noninterest expense $17,099
 $2,554
 17.6 %$12,904
 $1,059
 8.9 %

Salaries and employee benefits expense increased $1.3$1.1 million for the first ninesix months of 20162017 as compared to the same period in 2015.2016. The number of employees increased from SeptemberJune 30, 20152016 to SeptemberJune 30, 2016,2017, as we added employees to support our core conversion project and branch expansions. Occupancy and equipment expenseData processing increased by $424,000 as a result of the addition of three leases for the Mill Creek, Edmonds, and Renton Landing branches.

The loss on sale of OREO properties resulted in an increase to noninterest expense of $618,000 in the first nine months of 2016 as compared to the same period in 2015. During the first nine months of 2015, sales of seven OREO properties for $5.5 million generated a $531,000 net gain. In comparison, for the same period in 2016, sales of two OREO properties plus a portion of a multi-parcel property for $988,000 generated a net loss of $87,000. In addition, market valuation adjustments to properties in our OREO inventory resulted in additional $257,000 expense for the first nine months of 2016 as compared to only $5,000 for the same period in 2015. A land development project in Kitsap County was written down based on a purchase and sale agreement received in the first quarter of 2016. The sale subsequently fell through, but was deemed to represent the market value of the property.

General and administrative expenses decreased by $254,000$318,000 primarily as a result of the $201,000 recapturecost of data conversion related to our pending acquisition of four retail branches. These increases were partially offset by a $207,000 decrease in OREO market value adjustments. During the reserve for unfunded commitments forfirst six months of 2016, we reduced the nine months ended September 30, 2016carrying value of OREO properties by $257,000 primarily as compared to a $253,000 expense for the nine months ended September 30, 2015. During 2016, the Company modified the calculation methodology for the reserve based on the strong credit quality of its loan portfolio. Partially offsetting this decrease, subscription expense increased by $43,000 and state taxes increased by $47,000 as a result of increased taxable income anda sales contract on one property. The sale fell through in 2016, however a new local taxessale contract was agreed on during the first six months of 2017, resulting in 2016.a $50,000 additional write-down.

Federal Income Tax Expense. Our statutory income tax rate is 35%. We recorded federal income tax provisions of $2.4$1.7 million and $3.4$1.5 million for the year-to-datesix months ended SeptemberJune 30, 2016,2017, and 20152016 as a result of our consolidated net income. Our effective tax rate for the ninesix months ended SeptemberJune 30, 2017 was 30.3% partially as a result of tax benefit from the exercise of stock options earlier in 2017. In comparison, the effective tax rate for the six months ended June 30, 2016 was 30.1%32.1% as partially a result of the reversal of noninterest income and a tax penalty from the early surrender of a BOLI policy, as discussed above. In addition, our tax provision was net ofpolicies, partially offset by a $213,000 benefit from utilizing an otherwise expiring capital loss carryforward for our 2015 tax return that was filed in September 2016.the exercise of stock options.

Liquidity

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

Our primary sources of funds are customer deposits, cash flow from the loan and investment portfolios, advances from the FHLB, and to a lesser extent, brokered certificates of deposit. These funds, together with equity, are used to make loans, acquire investment securities and other assets, and fund continuing operations. At SeptemberJune 30, 2016,2017, retail certificates of deposit scheduled to mature in one year or less totaled $162.9$155.3 million. Management'sManagement’s practice is to maintain deposit rates at levels that are competitive with other local financial institutions. While maturities and the scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by the level of interest rates, economic conditions

52



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

When deposits are not readily available and/or cost effective to provide the funds for our assets, we use alternative funding sources. These sources include, but are not limited to: advances from the FHLB, wholesale funding, national certificates of deposit listing services, brokered deposits, federal funds purchased and dealer repurchase agreements, as well as other short-term alternatives. These funding sources are generally collateral dependent. We may also liquidate assets to meet our funding needs.

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The balance of our investments available-for-sale increased $4.3$4.7 million from December 31, 20152016, to $133.9$134.0 million at SeptemberJune 30, 20162017, and represents a ready source of cash if needed. The balance of our interest-earning deposits with banks decreased by $73.3$14.6 million from December 31, 20152016 to SeptemberJune 30, 2016,2017, as we shifted cash into higher yielding assets. At SeptemberJune 30, 2016,2017, the Bank maintained credit facilities with the FHLB totaling $348.5$370.4 million, with an outstanding balance of $221.5$191.5 million. At SeptemberJune 30, 2016,2017, we also had available a total of $35.0 million credit facilities with other financial institutions, with no balance outstanding. For additional information, see the Consolidated Statements of Cash Flows in Item 1 of this Form 10-Q.

To assist in our funds acquisition and interest rate risk management efforts, management utilizes the national brokered deposit market and maintained a balance at SeptemberJune 30, 20162017 of $75.5 million of brokered certificates of deposit. In contrast to most retail certificate of deposit offerings which provide the depositor with an option to withdraw their funds prior to maturity, subject to an early withdrawal penalty, certificates of deposit acquired in the brokered market limits the depositor ability to withdraw the funds before the end of the term (except in the case of death or adjudication of incompetence of a depositor) which greatly reduces early redemption risk associated with retail deposits. This strategy may include, but is not necessarily limited to, raising longer term deposits (with terms greater than three years) that assist the Bank in its interest rate risk management efforts. At SeptemberJune 30, 2016,2017, brokered certificates of deposit had a remaining weighted-average maturity of 2.8 years.13 to 43 months. Most of these certificates also provide the Bank the option to redeem the deposit after six months, a favorable distinction compared to retail certificate of deposit terms that are offered in our local market. With these redemption limitations and call features, the cost of these brokered deposits is generally higher than our retail certificate of deposit offerings. Consequently, as we increase our brokered deposits, our cost of funds may increase.

First Financial Northwest is a separate legal entity from the Bank and, on a stand-alone level, must provide for its own liquidity and pay its own operating expenses and cash dividends. First Financial Northwest's primary sources of funds consist of dividends from the Bank, although there are regulatory restrictions onrequirements related to the ability of the Bank to pay dividends. At SeptemberJune 30, 2016,2017, the Company (on an unconsolidated basis) had liquid assets of $25.8$17.7 million and short-term liabilities of $156,000.$153,000.

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

Commitments and Off-Balance Sheet Arrangements

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and the unused portions of lines of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Commitments to extend credit and lines of credit are not recorded as an asset or liability by us until the instrument is exercised. At SeptemberJune 30, 20162017 and December 31, 2015,2016, we had no commitments to originate loans for sale.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the loan agreement. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer'scustomer’s creditworthiness on a case-by-case basis. The amount of the collateral obtained, if deemed necessary by us upon the extension of credit, is based on our credit evaluation of the customer. The amount and type of collateral required varies, but may include real estate and income-producing commercial properties.
    
The following table summarizes our outstanding commitments to advance additional amounts pursuant to outstanding lines of credit and to disburse funds related to our construction loans at SeptemberJune 30, 2016:2017:
   Amount of Commitment Expiration
 Total Amounts Committed Through One Year After One Through Three Years After Three Through Five Years After Five Years
 (In thousands)
Unused portion of lines of credit                                                      $24,136
 $1,584
 $14,746
 $3,321
 $4,485
Undisbursed portion of construction loans88,475
 37,420
 51,055
 
 
Total commitments$112,611
 $39,004
 $65,801
 $3,321
 $4,485

53



   Amount of Commitment Expiration
 Total Amounts Committed Through One Year After One Through Three Years After Three Through Five Years After Five Years
 (In thousands)
Unused portion of lines of credit                                                      $19,971
 $2,528
 $11,749
 $3,452
 $2,242
Undisbursed portion of construction loans68,492
 28,920
 39,572
 
 
Total commitments$88,463
 $31,448
 $51,321
 $3,452
 $2,242

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

As of SeptemberJune 30, 2016,2017, the Bank had threefour operating leases with initial terms of 5five to 5.5eight years andwhich carry minimum lease payments of $14,000$18,000 per month. All threefour leases offer extension periods. The Bank signed a fifth lease agreement in April 2017 for the new branch office in Bothell, Washington that is expected to open in the fourth quarter of 2017. With the pending acquisition of four retail branches, the Bank will assume the leases for the Woodinville, Lake Stevens, and Smokey Point locations when the acquisition is scheduled to close during the third quarter of 2017, subject to DFI approval and other customary closing conditions.
    
First Financial Northwest and its subsidiaries from time to time are involved in various claims and legal actions arising in the ordinary course of business. There are currently no matters that in the opinion of management would have a material adverse effect on First Financial Northwest’s consolidated financial position, results of operation, or liquidity.

Capital

At SeptemberJune 30, 2016, stockholders'2017, stockholders’ equity totaled $151.1$143.5 million, or 14.06%13.27% of total assets. Our book value per share of common stock was $12.70$13.00 at SeptemberJune 30, 20162017, compared to $12.40$12.63 at December 31, 2015.2016. Consistent with our goal to operate a sound and profitable financial organization, we actively seek to maintain a “well-capitalized” status in accordance with regulatory standards.

As of SeptemberJune 30, 2016,2017, the Bank and consolidated Company exceeded all regulatory capital requirements and the Bank was considered "well capitalized"“well capitalized” under regulatory capital guidelines of the FDIC. The following table provides our capital requirements and actual results.

At September 30, 2016At June 30, 2017
Actual For Minimum Capital Adequacy Purposes To be Categorized as "Well Capitalized"Actual For Minimum Capital Adequacy Purposes To be Categorized as “Well Capitalized”
 Amount Ratio  Amount Ratio  Amount Ratio Amount Ratio  Amount Ratio  Amount Ratio
 (dollars in thousands) (Dollars in thousands)
Tier I leverage capital (to average assets)                      
Bank only$117,333
 11.37% $41,275
 4.00% $51,594
 5.00%$122,001
 11.46% $42,591
 4.00% $53,239
 5.00%
Consolidated150,723
 14.60
 41,292
 4.00
 51,615
 5.00
144,498
 13.55
 42,663
 4.00
 53,328
 5.00
Common equity tier I ("CET1") (to risk-weighted assets)                      
Bank only117,333
 13.13
 40,215
 4.50
 58,088
 6.50
122,001
 13.95
 39,362
 4.50
 56,856
 6.50
Consolidated150,723
 16.81
 40,356
 4.50
 58,292
 6.50
144,498
 16.48
 39,460
 4.50
 56,998
 6.50
Tier I risk-based capital (to risk-weighted assets)                      
Bank only117,333
 13.13
 53,620
 6.00
 71,493
 8.00
122,001
 13.95
 52,483
 6.00
 69,977
 8.00
Consolidated150,723
 16.81
 53,808
 6.00
 71,744
 8.00
144,498
 16.48
 52,614
 6.00
 70,152
 8.00
Total risk-based capital (to risk-weighted assets)                      
Bank only128,505
 14.38
 71,493
 8.00
 89,366
 10.00
132,944
 15.20
 69,977
 8.00
 87,471
 10.00
Consolidated161,936
 18.06
 71,744
 8.00
 89,680
 10.00
155,469
 17.73
 70,152
 8.00
 87,690
 10.00


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In addition to the minimum CET1, Tier 1 and total capital and leverage ratios, the Bank will haveis required to maintain a capital conservation buffer consisting of additional CET1 capital equal to 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. This new capital conservation buffer requirement began to be phased in starting in January 2016 at 0.625% of risk-weighted assets and will increase each year until fully implemented to an amount equal to 2.5% of risk-weighted assets in January 2019.



54



Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

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

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

we are originating shorter term higher yielding loans, whenever possible;
we have attempted, where possible, to extend the maturities of our deposits which typically fund our long-term assets;
we have invested in securities with relatively short average lives, generally less than eight years; and,
we have added adjustable-rate securitiesloans to our investment portfolio.loan portfolio;
we have added brokered certificates of deposit with a call option as a new funding source; and
we have utilized an interest rate swap to effectively fix the rate on $50.0 million of FHLB advances.

We have evaluated the use of derivative instruments to limit the impact of interest rate changes on earnings, prepayment penalties and cash flows and to lower our cost of borrowing while taking into account variable interest rate risk. At September 30, 2016, we did not have any derivative financial instruments or trading accounts for any class of financial instruments, however, onOn October 25, 2016, the Bank entered into a Cash Flow Hedge agreement. For more information, see Note 11 - Subsequent Events, Cash Flow Hedge, in Item 1agreement to effectively fix the rate on $50.0 million of this report.FHLB advances. We are using this interest rate swapsswap as a tool to lower the cost of certain FHLB advances as compared to the fixed rates offered by the FHLB for its longer term advances. At June 30, 2017, pursuant to the Cash Flow Hedge agreement we held a $50.0 million notional pay fixed, receive floating cash flow hedge. The Bank pays a fixed rate of 1.34% for five years and in turn, will receive an interest payment based on three-month LIBOR, which resets quarterly. The hedge instrument is a $50.0 million FHLB fixed-rate three-month advance that is renewed at the fixed rate at that time. Entering into this hedge agreement has allowed the Bank to secure fixed rate funding at a lower cost than a traditional five-year fixed rate FHLB advance. We will continue to review similar instruments and may utilize them for interest rate risk management in the future.

Interest rate contracts, however, may expose us to the risk of loss associated with variations in the spread between the interest rate contract and the hedged item. In addition, these contracts carry volatility risk that the expected uncertainty relating to the price of the underlying asset differs from what is anticipated. If any interest rate swaps we enter into prove ineffective, it could

55



result in volatility in our operating results, including potential losses, which could have a material adverse effect on our results of operations and cash flows.


55



Brokered Deposits. During the third quarter of 2014, management added the national brokered deposit market as an additional source of funds and to assist efforts in managing interest rate risk. Utilizing brokered deposits might result in increased regulatory scrutiny, as such deposits are not viewed as favorably as core retail deposits and there can be no assurance that the Bank will be allowed to include brokered deposits in its deposit mix in the future. While management will attempt to weigh the benefits of brokered deposits against the costs and risks, there can be no assurance that its conclusions will necessarily be aligned with those of the Bank'sBank’s regulators.

How We Measure the Risk of Interest Rate Changes. We monitor our interest rate sensitivity on a quarterly basis to measure the change in net interest income in varying rate environments. Management uses various assumptions to evaluate the sensitivity of our operations to changes in interest rates. Although management believes these assumptions are reasonable, the interest rate sensitivity of our assets and liabilities on net interest income and the market value of portfolio equity could vary substantially if different assumptions were used or actual experience differs from these assumptions. Although certain assets and liabilities may have similar maturities or periods of repricing, they may react differently to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities lag behind changes in market interest rates. Non-uniform changes and fluctuations in market interest rates across various maturities will also affect the results presented. In addition, certain assets, such as adjustable-rate mortgage loans, have features which restrict changes in interest rates on a short-term basis and over the life of the asset. A portion of our adjustable-rate loans have interest rate floors below which the loan'sloan’s contractual interest rate may not adjust. Approximately 42.8%45.3% of our total loans, net LIP, were adjustable-rate loans at SeptemberJune 30, 2016.2017. At that date, $196.0$105.2 million, or 53.3%26.5% of these loans were at their floor, with a weighted-average interest rate of 4.3%4.01%.

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

The assumptions we use are based upon a combination of proprietary and market data that reflect historical results and current market conditions. These assumptions relate to interest rates, loan prepayments, deposit decay rates and the market value of certain assets under the various interest rate scenarios. We use market data to determine prepayments and maturities of loans, investments and borrowings and use our own assumptions on deposit decay rates. The exception to this is time deposits, which are modeled to reprice to market rates upon their stated maturities. We also assume that non-maturity deposits can be maintained with rate adjustments not directly proportionate to the change in market interest rates, based upon our historical deposit decay rates which are substantially lower than market decay rates. We have demonstrated in the past that the tiering structure of our deposit accounts during changing rate environments results in relatively lower volatility and less than market rate changes in our interest expense for deposits. We tier our deposit accounts by balance and rate, whereby higher balances within an account earn higher rates of interest. Therefore, deposits that are not very rate sensitive (generally, lower balance tiers) are separated from deposits that are rate sensitive (generally, higher balance tiers). When interest rates rise, we do not have to raise interest rates proportionately on less rate sensitive accounts to retain these deposits. These assumptions are based upon our analysis of our customer base, competitive factors and historical experience.

Our income simulation model examines changes in net interest income in which interest rates were assumed to remain at their base level, instantaneously increase by 100, 200 and 300 basis points or decline immediately by 100 basis points. Reductions of rates by 200 and 300 basis points were not reported due to the current low rate environment.


56



The following table illustrates the change in our net interest income at SeptemberJune 30, 20162017 that would occur in the event of an instantaneous change in interest rates equally across all maturities, with no effect given to any steps that we might take to counter the effect of that interest rate movement.

56



Net Interest Income Change at September 30, 2016
Net Interest Income Change at June 30, 2017Net Interest Income Change at June 30, 2017
Basis Point Change in Rates Net Interest Income % Change Net Interest Income % Change
(Dollars in thousands)
+300 $31,389
 (9.81)% $34,345
 (1.65)%
+200 32,553
 (6.46) 34,553
 (1.06)
+100 33,734
 (3.07) 34,817
 (0.30)
Base 34,802
 
 34,922
 
(100) 35,465
 1.91
 34,797
 (0.36)

The following table illustrates the change in our net portfolio value (“NPV”) at SeptemberJune 30, 20162017 that would occur in the event of an immediate change in interest rates equally across all maturities, with no effect given to any steps that we might take to counter the effect of that interest rate movement.
Basis Point       Net Portfolio as % of Market       Net Portfolio as % of Market
Change in 
Net Portfolio Value (1)
 Portfolio Value of Assets Value of 
Net Portfolio Value (1)
 Portfolio Value of Assets Value of
Rates Amount 
$ Change (2)
 % Change 
NPV Ratio (3)
 
% Change (4)
 
Assets (5)
 Amount 
$ Change (2)
 % Change 
NPV Ratio (3)
 
% Change (4)
 
Assets (5)
 (Dollars in thousands) (Dollars in thousands)
+300 $128,269
 $(40,169) (23.85)% 12.66% (3.68)% $1,013,409
 $125,628
 $(33,700) (21.15)% 12.46% (3.11)% $1,008,238
+200 142,393
 (26,045) (15.46) 13.69
 (2.39) 1,039,876
 136,764
 (22,564) (14.16) 13.24
 (2.08) 1,032,991
+100 156,958
 (11,480) (6.82) 14.71
 (1.05) 1,067,365
 149,542
 (9,786) (6.14) 14.11
 (0.90) 1,060,033
Base 168,438
 
 
 15.43
 
 1,091,476
 159,328
 
 
 14.69
 
 1,084,760
(100) 174,098
 5,660
 3.36
 15.66
 0.52
 1,111,458
 164,943
 5,615
 3.52
 14.90
 0.52
 1,107,219
_____________ 

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

The net interest income and net portfolio value tables presented above are predicated upon a stable balance sheet with no growth or change in asset or liability mix. In addition, the net portfolio value is based upon the present value of discounted cash flows using our estimates of current replacement rates to discount the cash flows. The effects of changes in interest rates in the net interest income table are based upon a cash flow simulation of our existing assets and liabilities and assuming that delinquency rates would not change as a result of changes in interest rates, although there can be no assurance that this will be the case. Delinquency rates may change when interest rates change as a result of changes in the loan portfolio mix, underwriting conditions, loan terms or changes in economic conditions that have a delayed effect on the portfolio. Even if interest rates change in the designated amounts, there can be no assurance that our assets and liabilities would perform as set forth above. Also, a change in U.S. Treasury rates in the designated amounts accompanied by a change in the shape of the Treasury yield curve would cause changes to the net portfolio value and net interest income other than those indicated above.


57



At SeptemberJune 30, 2016,2017, other than the interest rate swap we entered into through the Cash Flow Hedge agreement, we did not have any derivative financial instruments or trading accounts for any class of financial instruments, nor have we engaged in any other hedging activities or purchased off-balance sheet derivative instruments. However, we continue to review such instruments and may utilize them for interest rate risk management in the future. Interest rate risk continues to be one of our primary risks, as other types of risks, such as foreign currency exchange risk and commodity pricing risk do not arise in the normal course of our business activities and operations.

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Item 4. Controls and Procedures

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

(a)
Evaluation of Disclosure Controls and Procedures: An evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) was carried out under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer (Principal Financial Officer) and several other members of our senior management as of the end of the period covered by this report. Our Chief Executive Officer and Chief Financial Officer concluded that, as of SeptemberJune 30, 2016,2017, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC'sSEC’s rules and forms.

(b)
Changes in Internal Controls: In the quarter ended SeptemberJune 30, 2016,2017, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II
Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of our 20152016 Form 10-K.

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

(a)     Not applicable

(b)     Not applicable


(c)    The following table summarizes First Financial Northwest'sNorthwest’s common stock repurchases during the thirdsecond quarter of 2016:2017, under the repurchase plan effective May 30, 2017 through November 30, 2017:


58



Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Repurchased as Part of Publicly Announced Plan Maximum Number of Shares that May Yet Be Repurchased Under the Plan
July 1 - July 31, 2016

 
   
 
August 1 - August 31, 2016 (1)
 1,294,467
 $14.00
 1,294,467
 N/A
September 1 - September 30, 2016 (2)
 137,500
 14.06
 137,500
 1,362,500
  1,431,967
   1,431,967
 

         
(1) On August 9, 2016, the Company completed the repurchase of $18.1 million in shares through a self-tender offer, announced July 13, 2016.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Repurchased as Part of Publicly Announced Plan Maximum Number of Shares that May Yet Be Repurchased Under the Plan
         
April 1 - April 30, 2017 n/a
 n/a
 n/a
 n/a
May 1 - May 31, 2017 
 
 
 1,100,000
June 1 - June 30, 2017 22,700
 $15.93
 22,700
 1,077,300
  22,700
   22,700
  

(2) On September 9, 2016,May 22, 2017, the Board of Directors authorized the repurchase of up to 1,500,0001,100,000 shares of the Company'sCompany’s common stock, or 12.5%10% of the Company'sCompany’s outstanding shares. ThisShares are repurchased under a pre-arranged stock trading plan expires on March 27, 2017. For more information on this repurchase, see Note 11 - Subsequent Events - Stock Repurchase Plan in Item 1accordance with guidelines specified under Rule 10b5-1 of this report.    

the Securities Exchange Act of 1034, as amended.        

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.


59




Item 6. Exhibits and Financial Statement Schedules
 
(a)       Exhibits
 
3.1
 
Articles of Incorporation of First Financial Northwest (1)
3.2
 
Amended and Restated Bylaws of First Financial Northwest (2)
4.0
 
Form of stock certificate of First Financial Northwest (1)
10.1
 
Amended Employment Agreement between First Savings Bank Northwest and Joseph W. Kiley III (3)
10.2
 
Form of Change in Control Severance Agreement for Executive Officers (4)
10.3
 
Form ofAmended Executive Supplemental Executive Retirement Plan Participation Agreement entered into by First Savings Bank with Joseph W. Kiley III(5)
10.4
 
2008 Equity Incentive Plan (6)
10.5
 
2016 Equity Incentive Plan (7)
10.6
 
Forms of incentive and non-qualified stock option award agreements (8)
10.7
 
Form of restricted stock award agreement (8)
10.8
Settlement Agreement and Mutual Release with the Stilwell Group (9)
10.9
Amendment No. 1 to the Settlement Agreement and Releases with the Stilwell Group (10)
10.1
Amendment No. 2 to the Settlement Agreement and Releases with the Stilwell Group (11)
10.11
 
Employment Agreement between First Savings Bank Northwest and Richard P. Jacobson (3)
31.1
 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2
 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32
 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
101
 
The following materials from First Financial Northwest’s Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 2016,2017, formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Income Statements; (3) Consolidated Statements of Comprehensive Income; (4) Consolidated Statements of Stockholders'Stockholders’ Equity; (5) Consolidated Statements of Cash Flows; and (6) Selected Notes to Consolidated Financial Statements.

 _____________
(1) 
Filed as an exhibit to First Financial Northwest’s Registration Statement on Form S-1 (333-143539)
(2) 
Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated March 24, 2016.June 15, 2017.
(3) 
Filed as an exhibit to First Financial Northwest'sNorthwest’s Current Report on Form 8-K dated December 5, 2013.
(4) 
Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated September 9, 2014.
(5) 
Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated September 12, 2016.July 11, 2017.
(6) 
Filed as Appendix A to First Financial Northwest’s definitive proxy statement dated April 15, 2008.
(7) 
Filed as an exhibit to First Financial Northwest'sNorthwest’s Current Report on Form 8-K dated June 15, 2016.
(8) 
Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated July 1, 2008.
(9)
Filed as an exhibit to First Financial Northwest's Current Report on Form 8-K dated December 20, 2012.
(10)
Filed as an exhibit to First Financial Northwest's Current Report on Form 8-K dated January 17, 2013.
(11)
Filed as an exhibit to First Financial Northwest's Current Report on Form 8-K dated February 26, 2013.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 FIRST FINANCIAL NORTHWEST, INC. 
 
 
 
 
 
Date: November 8, 2016August 7, 2017By: /s/Joseph W. Kiley III
  Joseph W. Kiley III
  President and Chief Executive Officer (Principal Executive Officer)
Date: November 8, 2016August 7, 2017By: /s/Richard P. Jacobson
  Richard P. Jacobson
  Executive Vice President and Chief Financial Officer (Principal Financial Officer)
   
Date: November 8, 2016August 7, 2017By: /s/Christine A. Huestis
  Christine A. Huestis
  Vice President and Controller (Principal Accounting Officer)

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Exhibit Index

Exhibit No. Description
31.1
 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2
 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32
 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
101
 
The following materials from First Financial Northwest’s Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 2016,2017, formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Income Statements; (3) Consolidated Statements of Comprehensive Income; (4) Consolidated Statements of Stockholders'Stockholders’ Equity; (5) Consolidated Statements of Cash Flows; and (6) Selected Notes to Consolidated Financial Statements.




62