UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _____ to _____.

Commission file number 000-23333

TIMBERLAND BANCORP, INC.

(Exact name of registrant as specified in its charter)


Washington			91-1863696
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)


624 Simpson Avenue, Hoquiam, Washington			98550
(Address of principal executive offices)			(Zip Code)

(360) 533-4747

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $.01 par value	TSBK	The NASDAQ Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes _☒_ No __

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ___ No _☒_

As of ~~February~~May 1, 2024, there were ~~8,122,908~~8,022,556 shares of the registrant's common stock, $.01 par value per share outstanding.

INDEX


PART I.	FINANCIAL INFORMATION	Page

Item 1.	Financial Statements (unaudited)

	Consolidated Balance Sheets	3

	Consolidated Statements of Income	5

	Consolidated Statements of Comprehensive Income	7

	Consolidated Statements of Shareholders’ Equity	8

	Consolidated Statements of Cash Flows	9

	Notes to Unaudited Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3839

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5255

Item 4.	Controls and Procedures	5356

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	5356

Item 1A.	Risk Factors	5356

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5356

Item 3.	Defaults Upon Senior Securities	5457

Item 4.	Mine Safety Disclosures	5457

Item 5.	Other Information	5457

Item 6.	Exhibits	5558

SIGNATURES
Certifications
	Exhibit 31.1
	Exhibit 31.2
	Exhibit 32
	Exhibit 101
	Exhibit 104

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

~~December~~March 31, ~~2023~~2024 and September 30, 2023

(Dollars in thousands, except per share amounts)

December 31,
2023

September 30,
2023

March 31,
2024

September 30,
2023

(Unaudited)

Assets

Cash and cash equivalents:

Cash and due from financial institutions

Interest-bearing deposits in banks

Total cash and cash equivalents

Certificates of deposit (“CDs”) held for investment (at cost, which
approximates fair value)

Investment securities held to maturity, at amortized cost (net of allowance for credit losses of $82 at December 31, 2023), (estimated fair value of $254,361 and $253,766)

Investment securities held to maturity, at amortized cost (net of allowance for credit losses of $85 at March 31, 2024), (estimated fair value of $200,807 and $253,766)

Investment securities available for sale, at fair value

Investments in equity securities, at fair value

Federal Home Loan Bank of Des Moines (“FHLB”) stock, at cost

Other investments, at cost

Loans held for sale

Loans receivable, net of allowance for credit losses of $16,655 and $15,817

Loans receivable, net of allowance for credit losses of $16,818 and $15,817

Loans receivable, net of allowance for credit losses of $16,655 and $15,817

Loans receivable, net of allowance for credit losses of $16,818 and $15,817

Loans receivable, net of allowance for credit losses of $16,655 and $15,817

Loans receivable, net of allowance for credit losses of $16,818 and $15,817

Premises and equipment, net

Accrued interest receivable

Bank owned life insurance (“BOLI”)

Goodwill

Core deposit intangible (“CDI”), net

Loan servicing rights, net

Operating lease right-of-use ("ROU") assets

Other assets

Total assets

Liabilities and shareholders’ equity

Liabilities

Deposits:

Non-interest-bearing demand

Interest-bearing

Total deposits

FHLB borrowings

Operating lease liabilities

Other liabilities and accrued expenses

Total liabilities

* Derived from audited consolidated financial statements.

See notes to unaudited consolidated financial statements

TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS (continued)

~~December~~March 31, ~~2023~~2024 and September 30, 2023

(Dollars in thousands, except per share amounts)

December 31,
2023

September 30,
2023

March 31,
2024

September 30,
2023

(Unaudited)

Commitments and contingent liabilities (see Note 12)

Shareholders’ equity

Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued

Common stock, $0.01 par value; 50,000,000 shares authorized;

8,120,708 shares issued and outstanding - December 31, 2023 8,105,338 shares issued and outstanding - September 30, 2023

Common stock, $0.01 par value; 50,000,000 shares authorized;

8,023,121 shares issued and outstanding - March 31, 2024 8,105,338 shares issued and outstanding - September 30, 2023

Retained earnings

Accumulated other comprehensive loss

Total shareholders’ equity

Total liabilities and shareholders’ equity

* Derived from audited consolidated financial statements.

See notes to unaudited consolidated financial statements

TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

For the three and six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023

(Dollars in thousands, except per share amounts)

(Unaudited)

Three Months Ended March 31,

Six Months Ended
March 31,

2024

2023

2024

2023

Interest and dividend income

Loans receivable and loans held for sale

Investment securities

Dividends from mutual funds, FHLB stock and other investments

Interest-bearing deposits in banks and CDs

Total interest and dividend income

Interest expense

Deposits

FHLB borrowings

Total interest expense

Net interest income

Provision for (recapture of) credit losses

Provision for credit losses - loans

Recapture of credit losses - investment securities

Recapture of credit losses - unfunded commitments

Provision for (recapture of) credit losses - investment securities

Recapture of credit losses - unfunded commitments

Total provision for credit loss - net

Net interest income after provision for (recapture of) credit losses

Non-interest income

Net recoveries on investment securities

Service charges on deposits

ATM and debit card interchange transaction fees

BOLI net earnings

Gain on sales of loans, net

Escrow fees

Other, net

Total non-interest income, net

See notes to unaudited consolidated financial statements

TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (continued)

For the three and six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023

(Dollars in thousands, except per share amounts)

(Unaudited)

Three Months Ended March 31,

Six Months Ended
March 31,

2024

2023

2024

2023

Non-interest expense

Salaries and employee benefits

Premises and equipment

Advertising

ATM and debit card interchange transaction fees

Postage and courier

State and local taxes

Professional fees

Federal Deposit Insurance Corporation ("FDIC") insurance

Loan administration and foreclosure

Technology and telecommunication expenses

Technology and communications

Deposit operations

Amortization of CDI

Other

Total non-interest expense, net

Income before income taxes

Provision for income taxes

Net income

Net income per common share

Basic

Diluted

Weighted average common shares outstanding

Basic

Diluted

Dividends paid per common share

See notes to unaudited consolidated financial statements

TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023

(Dollars in thousands)

(Unaudited)

Three Months Ended March 31,

Six Months Ended
March 31,

2024

2023

2024

2023

Comprehensive income

Net income

Other comprehensive income (loss)

Unrealized holding gain (loss) on investment securities available for sale, net of income taxes of $66 and $(5), respectively

Other comprehensive income

Unrealized holding gain on investment securities available for sale, net of income taxes of $22, $64, $88 and $58, respectively

Change in other than temporary impairment ("OTTI") on investment securities held to maturity, net of income taxes:

Accretion of OTTI on investment securities held to maturity, net of income taxes of $1, and $0, respectively

Accretion of OTTI on investment securities held to maturity, net of income taxes of $0,$0, $2, and $1, respectively

Accretion of OTTI on investment securities held to maturity, net of income taxes of $1, and $0, respectively

Accretion of OTTI on investment securities held to maturity, net of income taxes of $0,$0, $2, and $1, respectively

Accretion of OTTI on investment securities held to maturity, net of income taxes of $1, and $0, respectively

Total other comprehensive income (loss), net of income taxes

Accretion of OTTI on investment securities held to maturity, net of income taxes of $0,$0, $2, and $1, respectively

Total other comprehensive income, net of income taxes

Total comprehensive income

See notes to unaudited consolidated financial statements

TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the three and six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023

(Dollars in thousands, except per share amounts)

(Unaudited)


	Number of Shares	Amount					Accumulated Other Compre-hensive Income (Loss)
	Common Stock	Common Stock		Retained Earnings					Total
Balance, December 31, 2022	8,231,197	$	38,878		$	185,406	$	(735)		$	223,549

Net income	—	—			6,663		—			6,663
Other comprehensive income	—	—			—		240			240
Repurchase of common stock	(34,263)	(1,098)			—		—			(1,098)




Exercise of stock options	6,240	121			—		—			121


Common stock dividends ($0.23 per common share)	—	—			(1,892)		—			(1,892)


Stock -based compensation expense	—	78			—		—			78


Balance, March 31, 2023	8,203,174	$	37,979		$	190,177	$	(495)		$	227,661

Balance, December 31, 2023	8,120,708	$	34,869		$	203,327	$	(827)		$	237,369


Net income	—	—			5,708		—			5,708
Other comprehensive income	—	—			—		82			82
Repurchase of common stock	(99,787)	(2,672)			—		—			(2,672)




Exercise of stock options	2,200	35			—		—			35


Common stock dividends ($0.24 per common share)	—	—			(1,949)		—			(1,949)


Stock-based compensation expense	—	106			—		—			106


Balance, March 31, 2024	8,023,121	$	32,338		$	207,086	$	(745)		$	238,679

Common Stock

Accumulated
Other
Compre-hensive
Income (Loss)

Common Stock

Accumulated
Other
Compre-hensive
Income (Loss)

Number of Shares

Amount

Retained
Earnings

Total

Number of Shares

Amount

Retained
Earnings

Total

Balance, September 30, 2022

Net income

Other comprehensive loss

Other comprehensive income

Repurchase of common stock

Exercise of stock options

Common stock dividends ($0.32 per common share)

Common stock dividends ($0.55 per common share)

Common stock dividends ($0.32 per common share)

Common stock dividends ($0.55 per common share)

Common stock dividends ($0.32 per common share)

Common stock dividends ($0.55 per common share)

Stock-based compensation expense

Balance, December 31, 2022

Balance, March 31, 2023

Balance, September 30, 2023

Net income

Other comprehensive income

Repurchase of common stock

Exercise of stock options

Common stock dividends ($0.23 per common share)

Common stock dividends ($0.47 per common share)

Common stock dividends ($0.23 per common share)

Common stock dividends ($0.47 per common share)

Common stock dividends ($0.23 per common share)

Common stock dividends ($0.47 per common share)

Stock-based compensation expense

Adoption of ASU 2016-13, net of tax

Balance, December 31, 2023

Balance, March 31, 2024

See notes to unaudited consolidated financial statements

TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023

(Dollars in thousands)

(Unaudited)

Three Months Ended December 31,

Six Months Ended March 31,

2023

2022

2024

2023

Cash flows from operating activities

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for credit losses

Depreciation

Accretion of discount on purchased loans

Amortization of CDI

Stock-based compensation expense

Net recoveries on investment securities

Change in fair value of investments in equity securities

Accretion of discounts and premiums on securities

Gain on sales of loans, net

Loans originated for sale

Proceeds from sales of loans

Amortization of loan servicing rights

BOLI net earnings

Increase in deferred loan origination fees

Increase (decrease) in deferred loan origination fees

Net change in accrued interest receivable and other assets, and other liabilities and accrued expenses

Net cash provided by operating activities

Cash flows from investing activities

Net decrease (increase) in CDs held for investment

Net decrease in CDs held for investment

Purchase of investment securities held to maturity

Purchase of investment securities available for sale

Proceeds from maturities and prepayments of investment securities held to maturity

Proceeds from maturities and prepayments of investment securities available for sale

Redemption of FHLB stock

Purchase of FHLB stock

Redemption of FHLB stock

Increase in loans receivable, net

Purchases of premises and equipment

Net cash used in investing activities

See notes to unaudited consolidated financial statements

TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

For the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023

(Dollars in thousands)

(Unaudited)

Three Months Ended December 31,

Six Months Ended March 31,

2023

2022

2024

2023

Cash flows from financing activities

Net increase (decrease) in deposits

Repayments of FHLB borrowings

Proceeds from exercise of stock options

Repurchase of common stock

Payment of dividends

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents

Beginning of period

End of period

Supplemental disclosure of cash flow information

Interest paid

Income taxes paid

Interest paid

Supplemental disclosure of non-cash investing activities

Other comprehensive income (loss) related to investment securities

Other comprehensive income related to investment securities

Adjustment to retained earnings, net of deferred tax; - adoption of ASU 2016-13

See notes to unaudited consolidated financial statements

Timberland Bancorp, Inc. and Subsidiary

Notes to Unaudited Consolidated Financial Statements

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation: The accompanying unaudited consolidated financial statements of Timberland Bancorp, Inc. and its wholly-owned subsidiary, Timberland Bank (the "Bank") (collectively, "the Company") were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of consolidated financial condition, results of operations, and cash flows in conformity with GAAP. However, all adjustments which are, in the opinion of management, necessary for a fair presentation of the interim consolidated financial statements have been included. All such adjustments are of a normal recurring nature. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023 (“2023 Form 10-K”). The unaudited consolidated results of operations for the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024 are not necessarily indicative of the results that may be expected for the entire fiscal year ending September 30, 2024.

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

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

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

(e) Certain prior period amounts have been reclassified to conform to the ~~December~~March 31, ~~2023~~2024 presentation with no change to previously reported net income or total shareholders’ equity.

(2) INVESTMENT SECURITIES

Held to maturity and available for sale investment securities have been classified according to management’s intent and were as follows as of ~~December~~March 31, ~~2023~~2024 and September 30, 2023 (dollars in thousands):

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair Value

Allowance for Credit Losses ("ACL")

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair Value

Allowance for Credit Losses ("ACL")

December 31, 2023

March 31, 2024

Held to Maturity

U.S. Treasury and U.S. government agency securities

Mortgage-backed securities ("MBS"):

U.S. government agencies

Private label residential

Municipal securities

Bank issued trust preferred securities

Total held to maturity

December 31, 2023

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Estimated Fair Value

March 31, 2024

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Estimated Fair Value

Available for Sale

MBS:

U.S. government agencies

Total

September 30, 2023

Held to Maturity

U.S. treasury and U.S. government agency securities

MBS:

U.S. government agencies

Private label residential

Municipal securities

Bank issues trust preferred securities

Bank issued trust preferred securities

Total

Available for Sale

MBS: U.S. government agencies

Held to maturity and available for sale investment securities with unrealized losses were as follows as of ~~December~~March 31, ~~2023~~2024 (dollars in thousands):

Less Than 12 Months

12 Months or Longer

Total

Less Than 12 Months

12 Months or Longer

Total

Estimated
Fair
Value

Gross
Unrealized
Losses

Quantity

Estimated
Fair
Value

Gross
Unrealized
Losses

Quantity

Estimated
Fair
Value

Gross
Unrealized
Losses

Estimated
Fair
Value

Gross
Unrealized
Losses

Quantity

Estimated
Fair
Value

Gross
Unrealized
Losses

Quantity

Estimated
Fair
Value

Gross
Unrealized
Losses

Held to maturity

U.S. Treasury and U.S. government agency securities

MBS:

U.S. government agencies

Private label residential

Municipal securities

Bank issued trust

preferred securities

Total

Available for sale

MBS: U.S. government agencies

Total

Held to maturity and available for sale investment securities with unrealized losses were as follows as of September 30, 2023 (dollars in thousands):


	Less Than 12 Months					12 Months or Longer					Total
	Estimated Fair Value		Gross Unrealized Losses		Quantity	Estimated Fair Value		Gross Unrealized Losses		Quantity	Estimated Fair Value		Gross Unrealized Losses
Held to maturity
U.S. Treasury and U.S. government agency securities	$	9,455	$	(129)	1	$	152,082	$	(9,959)	26	$	161,537	$	(10,088)
MBS:
U.S. government agencies	16,432		(549)		13	31,703		(3,401)		51	48,135		(3,950)
Private label residential	1,288		(2)		1	38,205		(2,609)		32	39,493		(2,611)
Municipal securities	—		—		—	1,740		(47)		1	1,740		(47)
Bank issued trust preferred securities	—		—		—	449		(51)		1	449		(51)
Total	$	27,175	$	(680)	15	$	224,179	$	(16,067)	111	$	251,354	$	(16,747)

Available for sale
MBS: U.S. government agencies	$	10,635	$	(308)	3	$	30,809	$	(1,053)	27	$	41,444	$	(1,361)

Total	$	10,635	$	(308)	3	$	30,809	$	(1,053)	27	$	41,444	$	(1,361)

During the ~~three~~six months ended ~~December~~March 31, 2024, the Company had no net realized losses on held to maturity investment securities. During the six months ended March 31, 2023, the Company recorded a ~~$1,000~~ ~~net realized loss on~~ 13 ~~held to maturity investment securities all of which had been recognized previously as credit loss. During the three months ended December 31, 2022, the Company recorded a $7,000~~$9,000 net realized loss on 14 held to maturity investment securities all of which had been recognized previously as credit loss.

The recorded amount of investment securities pledged as collateral for public fund deposits, federal treasury tax and loan deposits, FHLB collateral and other non-profit organization deposits totaled ~~$204.13~~$230.46 million and $201.82 million at ~~December~~March 31, ~~2023~~2024 and September 30, 2023, respectively.

The contractual maturities of debt securities at ~~December~~March 31, ~~2023~~2024 were as follows (dollars in thousands). Expected maturities may differ from scheduled maturities due to the prepayment of principal or call provisions.

Held to Maturity

Available for Sale

Held to Maturity

Available for Sale

Amortized
Cost

Estimated
Fair
Value

Amortized
Cost

Estimated
Fair
Value

Amortized
Cost

Estimated
Fair
Value

Amortized
Cost

Estimated
Fair
Value

Due within one year

Due after one year to five years

Due after five years to ten years

Due after ten years

Total

Credit Quality Indicators and Allowance for Credit Losses

Available for Sale Investment Securities

The Company assesses each available for sale investment security that is in an unrealized loss position to determine whether the decline in fair value below the amortized cost basis results from a credit loss or other factors. The Company did not record an

ACL on any available for sale debt securities at ~~December~~March 31, ~~2023~~2024 or upon adoption of ASU 2016-13 on October 1, 2023. As of both dates, the Company considered the unrealized losses across the classes of major security-type to be related to fluctuations in market conditions, primarily interest rates, and not reflective of a deterioration in credit value. The Company expects the fair value of these securities to recover as the securities approach their maturity dates or sooner if market yields for such securities decline. The Company does not believe that these securities are ~~other than temporarily~~ impaired because of their credit quality or related to any issuer or industry specific event. The Company has the ability and intent to hold the investments until the fair value recovers.

Held to Maturity Investment Securities

The Company measures expected credit losses on held to maturity investment securities, which are comprised of U.S. government agency and U.S. government mortgage-backed securities, private label mortgage-backed securities, municipal, and other bonds. The Company’s agency and mortgage-backed securities that are issued by U.S. government entities and agencies are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. As such, no ACL has been established for these securities. The ACL on the private label mortgage-backed securities, municipal, and other bonds within the held to maturity securities portfolio is calculated using the probability of default/loss given default ("PD/LGD") method. The calculation is completed on a quarterly basis using the default studies provided by an industry leading source. At ~~December~~March 31, ~~2023,~~2024, the ~~allowance for credit losses~~ACL on the held to maturity securities portfolio totaled ~~$82,000.~~$85,000.

The following ~~table sets~~tables set forth information for the three and six months ended ~~December~~March 31, ~~2023~~2024 regarding activity in the ACL by portfolio segment (dollars in thousands):

Three Months Ended December 31, 2023

Three Months Ended March 31, 2024

Held to Maturity

Beginning Allowance

Impact of Adopting CECL (ASU 2016-13)

Provision for (Recapture of) Credit Losses

Ending Allowance

Held to Maturity

Beginning Allowance

Impact of Adopting CECL (ASU 2016-13)

Provision for (Recapture of) Credit Losses

Ending Allowance

MBS:

Private label residential

Bank issued trust preferred securities

Total


	Six Months Ended March 31, 2024
	Beginning Allowance		Impact of Adopting CECL (ASU 2016-13)		Provision for (Recapture of) Credit Losses		Ending Allowance
Held to Maturity

MBS:

Private label residential	—		82		(5)		77

Bank issued trust preferred securities	—		10		(2)		8
Total	$	—	$	92	$	(7)	$	85

The ACL on held to maturity investment securities is included within investment securities held to maturity on the consolidated balance sheets. Changes in the ACL are recorded ~~within~~through the provision for (recapture of) credit losses on the consolidated income statement.

Accrued interest receivable on held to maturity investment securities totaled ~~$908,000~~$665,000 at ~~December~~March 31, ~~2023~~2024 and is included

~~within~~in accrued interest income receivable on the consolidated balance sheet. This amount is excluded from the estimate

of expected credit losses. Held to maturity debt securities are typically classified as non-accrual when the contractual

payment of principal or interest has become 90 days past due or management has serious doubts about the further

collectability of principal or interest. When held to maturity debt securities are placed on non-accrual status, unpaid interest

credited to income is reversed. The Company had ~~$85,000~~$79,000 of private label mortgage-backed held to maturity investment securities in non-accrual status at ~~December~~March 31, ~~2023.~~2024.

The Company monitors the credit quality of debt securities held to maturity through the use of credit ratings from Moody's, S&P and Fitch. The Company monitors the credit ratings on a quarterly basis.

The following table sets forth the Company's held to maturity investment securities at ~~December~~March 31, ~~2023~~2024 by credit quality indicator:

Credit Ratings

As of December 31, 2023

AAA/AA/A

BBB/BB/B

Unrated

Total

As of March 31, 2024

AAA/AA/A

BBB/BB/B

Unrated

Total

Held to Maturity

U.S. Treasury and U.S. government agency securities

Mortgage-backed securities ("MBS"):

MBS:

U.S. government agencies

Private label residential

Municipal securities

Bank issued trust preferred securities

Total held to maturity

Prior to adopting ASU 2016-13, the Company bifurcated OTTI into (1) amounts related to credit losses which are recognized through earnings and (2) amounts related to all other factors which are recognized as a component of other comprehensive income (loss). To determine the component of the gross OTTI related to credit losses, the Company compared the amortized cost basis of the OTTI security to the present value of its revised expected cash flows, discounted using its pre-impairment yield. The revised expected cash flow estimates for individual securities are based primarily on an analysis of default rates, prepayment speeds and third-party analytic reports. Significant judgment by management was required in this analysis that included, but not limited to, assumptions regarding the collectability of principal and interest, net of related expenses, on the underlying loans. The amounts written off due to credit loss remain and continue to be recovered on a cash basis.

The following table presents a roll forward of the credit loss component of held to maturity debt securities that have been written down for OTTI with the credit loss component recognized in earnings for the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023 (dollars in thousands):

Three Months Ended
December 31,

Six Months Ended
March 31,

2023

2022

2024

2023

Beginning balance of credit loss

Subtractions:

Net realized loss previously recorded as credit losses

Recapture of prior credit loss

Ending balance of credit loss

(3) GOODWILL AND CDI

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

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

value of the reporting unit with its carrying amount, or the book value, including goodwill. If the estimated fair value of the

reporting unit equals or exceeds its book value, goodwill is considered not impaired, and the second step of the impairment test is unnecessary.

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

Management's qualitative assessment takes into consideration macroeconomic conditions, industry and market considerations, cost or margin factors, financial performance and share price of the Company's common stock. The Company performed its fiscal year 2023 goodwill impairment test during the quarter ended June 30, 2023 with the assistance of an independent third-party firm specializing in goodwill impairment valuations for financial institutions. Based on this assessment, the Company determined that it is not "more likely than not" that the Company's fair value is less than its carrying amount, and, therefore, goodwill was determined not to be impaired at May 31, 2023.

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

As of ~~December~~March 31, ~~2023,~~2024, management believes that there have been no events or changes in the circumstances since May 31, 2023 that would indicate a potential impairment of goodwill. No assurances can be given, however, that the Company will not record an impairment loss on goodwill in the future. If adverse economic conditions or any decreases in the Company's stock price and market capitalization were deemed other than temporary, it may significantly affect the fair value of the Company's goodwill and may trigger impairment charges. Any impairment charge could have a material adverse effect on the Company's results of operations and financial condition. The recorded amount of goodwill at ~~December~~March 31, ~~2023~~2024 and September 30, 2023 remained unchanged at $15.13 million.

CDI represents the future economic benefit of the potential cost savings from acquiring core deposits as part of a business combination compared to the cost of alternative funding sources. CDI is amortized to non-interest expense using an accelerated method based on an estimated runoff of related deposits over a period of ten years. CDI is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life. As of ~~December~~March 31, ~~2023,~~2024, management believes that there have been no events or changes in the circumstances that would indicate a potential impairment of CDI.

(4) LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

Loans receivable by portfolio segment consisted of the following at ~~December~~March 31, ~~2023~~2024 and September 30, 2023 (dollars in thousands):

Mortgage loans:

One- to four-family (1)

Multi-family

Commercial

Construction - custom and owner/builder

Construction - speculative one- to four-family

Construction - commercial

Construction - multi-family

Construction - land development

Land

Total mortgage loans

Consumer loans:

Home equity and second mortgage

Other

Total consumer loans

Commercial loans:

Commercial business

U.S. Small Business Administration ("SBA") Paycheck Protection Program ("PPP") loans

Total commercial loans

Total loans receivable

Less:

Undisbursed portion of construction loans in process (LIP")

Undisbursed portion of construction loans in process ("LIP")

Deferred loan origination fees, net

ACL

Subtotal

Loans receivable, net

_____________________________

(1) Does not include one- to four-family loans held for sale totaling $1,425 and $400 at December 31, 2023 and September 30, 2023, respectively.

(1) Does not include one- to four-family loans held for sale totaling $1.31 million and $400,000 at March 31, 2024 and September 30, 2023, respectively.

Loans receivable at ~~December~~March 31, ~~2023~~2024 and September 30, 2023 are reported net of unamortized discounts totaling ~~$182,000~~$172,000 and $192,000, respectively.

Credit Quality Indicators

The Company uses credit risk grades which reflect the Company’s assessment of a loan’s risk or loss potential. The Company categorizes loans into risk grade categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic

trends, among other factors such as the estimated fair value of the collateral. The Company uses the following definitions for credit risk ratings as part of the on-going monitoring of the credit quality of its loan portfolio:

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

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

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

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

Doubtful: Loans in this classification have the weaknesses of substandard loans with the additional characteristic that the weaknesses make the collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. At ~~December~~March 31, ~~2023~~2024 and September 30, 2023, there were no loans classified as doubtful.

Loss: Loans in this classification are considered uncollectible and of such little value that continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this loan even though partial recovery may be realized in the future. At ~~December~~March 31, ~~2023~~2024 and September 30, 2023, there were no loans classified as loss.

The following table sets forth the Company's loan portfolio at ~~December~~March 31, ~~2023~~2024 by risk attribute and year of origination as well as current period gross charge-offs (dollars in thousands):

Term Loans Amortized Cost Basis by Origination Fiscal Year

Type

2024

2023

2022

2021

2020

Prior

Revolving Loans

Total Loans Receivable

2024

2023

2022

2021

2020

Prior

Revolving Loans

Total Loans Receivable

One-to four-family

Risk Rating

Pass

Watch

Substandard

Total one- to four-family

Multi-family

Risk Rating

Pass

Total multi-family

Commercial real estate

Risk Rating

Pass

Watch

Substandard

Special Mention

Substandard

Total commercial real estate

Term Loans Amortized Cost Basis by Origination Fiscal Year

Type

2024

2023

2022

2021

2020

Prior

Revolving Loans

Total Loans Receivable

2024

2023

2022

2021

2020

Prior

Revolving Loans

Total Loans Receivable

Construction-custom & owner/builder

Risk Rating

Pass

Watch

Substandard

Total construction

Construction-speculative one-to four-family

Risk Rating

Pass

Total construction

Construction-commercial

Risk Rating

Pass

Watch

Total construction

Construction-multi-family

Risk Rating

Pass

Total construction

Construction-land development

Risk Rating

Pass

Total construction

Land

Risk Rating

Pass

Watch

Total land

Home equity

Risk Rating

Pass

Watch

Substandard

Total home equity

Other consumer

Risk Rating

Pass

Watch

Total other consumer

Current period gross write-offs

Term Loans Amortized Cost Basis by Origination Fiscal Year

Type

2024

2023

2022

2021

2020

Prior

Revolving Loans

Total Loans Receivable

2024

2023

2022

2021

2020

Prior

Revolving Loans

Total Loans Receivable

Other consumer

Risk Rating

Pass

Watch

Total other consumer

Current period gross write-offs

Commercial business

Risk Rating

Pass

Watch

Substandard

Total commercial business

SBA PPP

Risk Rating

Pass

Total SBA PPP

Total loans receivable, gross (net of construction LIP)

Risk Rating

Pass

Watch

Substandard

Special Mention

Substandard

Total loans receivable

Current period gross charge-off

Allowance for Credit Losses

The Company adopted the new accounting standard for the ACL, commonly referred to as the current expected credit losses ("CECL") methodology, as of October 1, 2023. All disclosures as of and for the three and six months ended ~~December~~March 31, ~~2023~~2024 are presented in accordance with the new accounting standard. The comparative financial periods prior to the adoption of this new accounting standard are presented and disclosed under previously applicable GAAP's incurred loss methodology, which is not directly comparable to the new, CECL methodology. See also Note 10, Recent Accounting Pronouncements. As a result of implementing this new accounting standard, there was a one-time adjustment to the fiscal year 2024 opening allowance balance of $461,000 related to loans held ~~for~~ for investment. The Company elected not to measure an ACL for accrued interest receivable and instead elected to reverse interest income on loans or securities that are placed on nonaccrual status, which is generally when the instrument is 90 days past due, or earlier if the Company believes the collection of interest is doubtful. The Company has concluded that this policy results in the timely reversal of uncollectible interest.

The ACL is an estimate of the expected credit losses on financial assets measured at amortized cost. The ACL is evaluated and calculated on a collective basis for those loans which share similar risk characteristics. For loans that do not share similar risk characteristics and cannot be evaluated on a collective basis, the Company will evaluate the loan individually. The Company estimates the expected credit losses over the loans' contractual terms, adjusted for expected prepayments. The ACL ~~calculation~~ is

calculated for loan segments utilizing loan level information and relevant information from internal and external sources related to past events and current conditions. Management has adopted the discounted cash flow ("DCF") methodology for all segments. The Company incorporates a reasonable and supportable forecast that utilizes current period national gross domestic product ("GDP") and national unemployment figures. Each of the loan segments are impacted by these factors. Prepayments are established for each segment based on historical averages for the segments, which management believes is an accurate presentation of future prepayment activity. Loans that ~~do not share common risk characteristics with other loans~~ are evaluated individually ~~and~~ are not included in the collective analysis. The ACL on loans that are individually evaluated may be estimated based on their expected cash flows, or in the case of loans for which repayment is expected substantially through the operation or sale of collateral when the borrower is experiencing financial difficulty, may be measured based on the fair value of the collateral less estimated selling costs.

When available information confirms that specific loans or portions thereof are uncollectible, identified amounts are charged against the ACL. The existence of some or all of the following criteria will generally confirm that a loss has been incurred: the loan is significantly delinquent and the borrower has not demonstrated the ability or intent to bring the loan current; the Company has no recourse to the borrower, or if it does, the borrower has insufficient assets to pay the debt; and/or the estimated fair value of the loan collateral is significantly below the current loan balance, and there is little or no near-term prospect for improvement.

Management's evaluation of the ACL is based on ongoing, quarterly assessments of the known and inherent risks in the loan portfolio. Loss factors are based on the Company's historical loss experience with additional consideration and adjustments made for changes in economic conditions, changes in the amount and composition of the loan portfolio, delinquency rates, changes in collateral values, seasoning of the loan portfolio, duration of the current business cycle, a detailed analysis of individually evaluated loans and other factors as deemed appropriate. Management also assesses the risk related to reasonable and supportable forecasts that are used. These factors are evaluated on a quarterly basis. Loss rates used by the Company are affected as changes in these factors increase or decrease from quarter to quarter. In addition, regulatory agencies, as integral part of their examination process, periodically review the Company's ~~allowance for credit losses~~ACL and may require the Company to make additions to the ~~allowance~~ACL based on their judgment about information available to them at the time of their examinations.

The following tables set forth information for the three and six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023 regarding activity in the ACL by portfolio segment (dollars in thousands):

Three Months Ended December 31, 2023
Beginning
Allowance Impact of Adopting CECL (ASU 2016-13) Provision for
(Recapture of) Credit Losses Charge-
offs Recoveries Ending
Allowance
Mortgage loans:
One- to four-family $ 2,417 $ (408) $ 87 $ — $ — $ 2,096
Multi-family 1,156 (120) 164 — — 1,200
Commercial 7,209 (494) 107 — — 6,822
Construction – custom and owner/builder 750 542 (58) — — 1,234
Construction – speculative one- to four-family 148 (16) — — — 132
Construction – commercial 316 176 (62) — — 430
Construction – multi-family 602 204 (71) — — 735
Construction – land development 274 25 (1) — — 298
Land 406 318 33 — — 757
Consumer loans:
Home equity and second mortgage 519 (243) 10 — — 286
Other 53 (7) 2 (2) — 46
Commercial business loans 1,967 484 168 — — 2,619
Total $ 15,817 $ 461 $ 379 $ (2) $ — $ 16,655


	Three Months Ended March 31, 2024
	Beginning Allowance		Provision for (Recapture of) Credit Losses		Charge- offs		Recoveries		Ending Allowance
Mortgage loans:
One- to four-family	$	2,096	$	89	$	—	$	—	$	2,185
Multi-family	1,200		158		—		—		1,358
Commercial	6,822		132		—		—		6,954
Construction – custom and owner/builder	1,234		(19)		—		—		1,215
Construction – speculative one- to four-family	132		10		—		—		142
Construction – commercial	430		21		—		—		451
Construction – multi-family	735		(257)		—		—		478
Construction – land development	298		(43)		—		—		255
Land	757		83		—		—		840
Consumer loans:
Home equity and second mortgage	286		19		—		—		305
Other	46		3		(4)		—		45
Commercial business loans	2,619		(30)		—		1		2,590

Total	$	16,655	$	166	$	(4)	$	1	$	16,818

Three Months Ended December 31, 2022
Beginning
Allowance Provision for
(Recapture of) Loan Losses Charge-
offs Recoveries Ending
Allowance
Mortgage loans:
  One- to four-family $ 1,658 $ 230 $ — $ — $ 1,888
  Multi-family 855 16 — — 871
  Commercial 6,682 112 — — 6,794
  Construction – custom and owner/builder 675 (2) — — 673
  Construction – speculative one- to four-family 130 (5) — — 125
  Construction – commercial 343 (20) — — 323
Construction – multi-family 447 130 — — 577
  Construction – land development 233 (11) — — 222
  Land 397 (14) — — 383
Consumer loans:
  Home equity and second mortgage 440 53 — — 493
  Other 42 4 — 1 47
Commercial business loans 1,801 32 — — 1,833
Total $ 13,703 $ 525 $ — $ 1 $ 14,229


	Six Months Ended March 31, 2024
	Beginning Allowance		Impact of Adopting CECL (ASU 2016-13)		Provision for (Recapture of) Loan Losses		Charge- offs		Recoveries		Ending Allowance
Mortgage loans:
One-to four-family	$	2,417	$	(408)	$	176	$	—	$	—	$	2,185
Multi-family	1,156		(120)		322		—		—		1,358
Commercial	7,209		(494)		239		—		—		6,954
Construction – custom and owner/builder	750		542		(77)		—		—		1,215
Construction – speculative one- to four-family	148		(16)		10		—		—		142
Construction – commercial	316		176		(41)		—		—		451
Construction – multi-family	602		204		(328)		—		—		478
Construction – land development	274		25		(44)		—		—		255
Land	406		318		116		—		—		840
Consumer loans:
Home equity and second mortgage	519		(243)		29		—		—		305
Other	53		(7)		5		(6)		—		45
Commercial business loans	1,967		484		138		—		1		2,590

Total	$	15,817	$	461	$	545	$	(6)	$	1	$	16,818


	Three Months Ended March 31, 2023
	Beginning Allowance		Provision for (Recapture of) Loan Losses		Charge- offs		Recoveries		Ending Allowance
Mortgage loans:
One- to four-family	$	1,888	$	164	$	—	$	—	$	2,052
Multi-family	871		67		—		—		938
Commercial	6,794		110		—		—		6,904
Construction – custom and owner/builder	673		53		—		—		726
Construction – speculative one- to four-family	125		(4)		—		—		121
Construction – commercial	323		(56)		—		—		267
Construction – multi-family	577		85		—		—		662
Construction – land development	222		23		—		—		245
Land	383		(20)		—		—		363
Consumer loans:
Home equity and second mortgage	493		14		—		—		507
Other	47		1		(1)		—		47
Commercial business loans	1,833		38		(5)		—		1,866

Total	$	14,229	$	475	$	(6)	$	—	$	14,698


	Six Months Ended March 31, 2023
	Beginning Allowance		Provision for (Recapture of) Loan Losses		Charge- offs		Recoveries		Ending Allowance
Mortgage loans:
One-to four-family	$	1,658	$	394	$	—	$	—	$	2,052
Multi-family	855		83		—		—		938
Commercial	6,682		222		—		—		6,904
Construction – custom and owner/builder	675		51		—		—		726
Construction – speculative one- to four-family	130		(9)		—		—		121
Construction – commercial	343		(76)		—		—		267
Construction – multi-family	447		215		—		—		662
Construction – land development	233		12		—		—		245
Land	397		(34)		—		—		363
Consumer loans:
Home equity and second mortgage	440		67		—		—		507
Other	42		6		(1)		—		47
Commercial business loans	1,801		69		(5)		1		1,866

Total	$	13,703	$	1,000	$	(6)	$	1	$	14,698

The following tables present information on the allowance for loan losses by portfolio segment at September 30, 2023 prior to the adoption of ASU 2016-13 (dollars in thousands):

Allowance for Credit Losses Recorded Investment in Loans
Individually
Evaluated for
Impairment Collectively
Evaluated for
Impairment Total Individually
Evaluated for
Impairment Collectively
Evaluated for
Impairment Total
September 30, 2023
Mortgage loans:
One- to four-family $ — $ 2,417 $ 2,417 $ 368 $ 252,859 $ 253,227
Multi-family — 1,156 1,156 — 127,176 $ 127,176
Commercial — 7,209 7,209 2,973 565,292 $ 568,265
Construction – custom and owner/builder — 750 750 — 73,239 $ 73,239
Construction – speculative one- to four-family — 148 148 — 9,361 $ 9,361
Construction – commercial — 316 316 — 26,030 $ 26,030
Construction – multi-family — 602 602 — 45,890 $ 45,890
Construction – land development — 274 274 — 16,129 $ 16,129
Land — 406 406 — 26,726 $ 26,726
Consumer loans:
Home equity and second mortgage — 519 519 382 37,899 $ 38,281
Other — 53 53 — 2,772 $ 2,772
Commercial business loans 123 1,844 1,967 286 135,516 135,802
SBA PPP loans — — — — 466 466
Total $ 123 $ 15,694 $ 15,817 $ 4,009 $ 1,319,355 $ 1,323,364


	Allowance for Loan Losses						Recorded Investment in Loans
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total		Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total
September 30, 2023
Mortgage loans:
One- to four-family	$	—	$	2,417	$	2,417	$	368	$	252,859	$	253,227
Multi-family	—		1,156		1,156		—		127,176		127,176
Commercial	—		7,209		7,209		2,973		565,292		568,265
Construction – custom and owner/builder	—		750		750		—		73,239		73,239
Construction – speculative one- to four-family	—		148		148		—		9,361		9,361
Construction – commercial	—		316		316		—		26,030		26,030
Construction – multi-family	—		602		602		—		45,890		45,890
Construction – land development	—		274		274		—		16,129		16,129
Land	—		406		406		—		26,726		26,726
Consumer loans:
Home equity and second mortgage	—		519		519		382		37,899		38,281
Other	—		53		53		—		2,772		2,772
Commercial business loans	123		1,844		1,967		286		135,516		135,802
SBA PPP loans	—		—		—		—		466		466
Total	$	123	$	15,694	$	15,817	$	4,009	$	1,319,355	$	1,323,364

2223

Non-Accrual Loans

When a loan is 90 days delinquent the accrual of interest is generally discontinued and the loan is placed on non-accrual. All interest accrued but not collected for loans placed on non-accrual is reversed out of interest income. Generally, payments received on non-accrual loans are applied to reduce the outstanding principal balance of the loan. At times interest may be accounted for on a cash basis, depending on the collateral value and the ~~borrowers~~borrower's payment history. A loan is generally not removed from non-accrual until all delinquent principal, interest and late fees have been brought current and the borrower demonstrates repayment ability over a a period of not less than six months and all taxes are current.

The following tables present an analysis of loans by aging category and portfolio segment at ~~December~~March 31, ~~2023~~2024 and September 30, 2023 (dollars in thousands):

30–59
Days
Past Due

60-89
Days
Past Due

Non-
Accrual (1)

Past Due
90 Days
or More
and Still
Accruing

Total
Past Due

Current

Total
Loans

30–59
Days
Past Due

60-89
Days
Past Due

Non-
Accrual (1)

Past Due
90 Days
or More
and Still
Accruing

Total
Past Due

Current

Total
Loans

December 31, 2023

March 31, 2024

Mortgage loans:

One- to four-family

Multi-family

Commercial

Construction – custom and owner/builder

Construction – speculative one- to four-family

Construction – commercial

Construction – multi-family

Construction – land development

Land

Consumer loans:

Home equity and second mortgage

Other

Commercial business loans

SBA PPP loans

Total

(1) Includes non-accrual loans past due 90 days or more and other loans classified as non-accrual.

2324


	30–59 Days Past Due		60-89 Days Past Due		Non- Accrual (1)		Past Due 90 Days or More and Still Accruing		Total Past Due		Current		Total Loans
September 30, 2023
Mortgage loans:
One- to four-family	$	—	$	—	$	368	$	—	$	368	$	252,859	$	253,227
Multi-family	—		—		—		—		—		127,176		127,176
Commercial	—		—		683		—		683		567,582		568,265
Construction – custom and owner/builder	151		—		—		—		151		73,088		73,239
Construction – speculative one- to four-family	—		—		—		—		—		9,361		9,361
Construction – commercial	—		—		—		—		—		26,030		26,030
Construction – multi-family	—		—		—		—		—		45,890		45,890
Construction – land development	—		—		—		—		—		16,129		16,129
Land	—		—		—		—		—		26,726		26,726
Consumer loans:
Home equity and second mortgage	—		—		177		—		177		38,104		38,281
Other	—		—		—		—		—		2,772		2,772
Commercial business loans	—		—		286		—		286		135,516		135,802
SBA PPP loans	—		—		—		—		—		466		466
Total	$	151	$	—	$	1,514	$	—	$	1,665	$	1,321,699	$	1,323,364

(1) Includes non-accrual loans past due 90 days or more and other loans classified as non-accrual.

The following tables present an analysis of loans by credit quality indicator and portfolio segment at September 30, 2023 (dollars in thousands):


	Loan Grades
September 30, 2023	Pass		Watch		Special Mention		Substandard		Total
Mortgage loans:
One- to four-family	$	252,859	$	—	$	—	$	368	$	253,227
Multi-family	127,176		—		—		—		127,176
Commercial	551,669		11,143		—		5,453		568,265
Construction – custom and owner/builder	68,181		5,058		—		—		73,239
Construction – speculative one- to four-family	9,361		—		—		—		9,361
Construction – commercial	25,063		967		—		—		26,030
Construction – multi-family	45,890		—		—		—		45,890
Construction – land development	16,129		—		—		—		16,129
Land	26,226		500		—		—		26,726
Consumer loans:
Home equity and second mortgage	37,982		34		—		265		38,281
Other	2,716		56		—		—		2,772
Commercial business loans	135,502		—		—		300		135,802
SBA PPP loans	466		—		—		—		466
Total	$	1,299,220	$	17,758	$	—	$	6,386	$	1,323,364

2425

At ~~December~~March 31, ~~2023,~~2024, the Company had ~~$1.72~~$2.21 million of non-accrual loans with an ACL of ~~$319,000~~$361,000 and ~~$1.65~~$1.40 million of non-accrual loans with no ACL. The following table is a summary of the amortized cost of collateral dependent non-accrual loans as of ~~December~~March 31, ~~2023~~2024 (in thousands):

Recorded Investment

Related ACL

Recorded Investment

Related ACL

Mortgage loans:

One- to four-family

Commercial

Construction - custom & owner/builder

Construction - custom and owner/builder

Consumer loans:

Home equity & second mortgage

Home equity and second mortgage

Commercial business loans

Total

Impaired Loans

Prior to the adoption of CECL, a loan was considered impaired when it was probable that the Company would be unable to collect all amounts (principal and interest) when due according to the original contractual terms of the loan agreement. Smaller balance homogeneous loans, such as residential mortgage loans and consumer loans, may be collectively evaluated for impairment. When a loan was identified as being impaired, the amount of the impairment was measured by using discounted cash flows, except when, as an alternative, the current estimated fair value of the collateral (reduced by estimated costs to sell, if applicable) or observable market price was used. The valuation of real estate collateral is subjective in nature and may be adjusted in future periods because of changes in economic conditions. Management considers third-party appraisals, as well as independent fair market value assessments from realtors or persons involved in selling real estate, in determining the estimated fair value of particular properties. In addition, as certain of these third-party appraisals and independent fair market value assessments are only updated periodically, changes in the values of specific properties may have occurred subsequent to the most recent appraisals. Accordingly, the amounts of any such potential changes and any related adjustments are generally recorded at the time that such information is received. When the estimated net realizable value of the impaired loan is less than the recorded investment in the loan (including accrued interest and net deferred loan origination fees or costs), impairment is recognized by creating or adjusting an allocation of the allowance for credit losses, and uncollected accrued interest is reversed against interest income. If ultimate collection of principal is in doubt, all cash receipts on impaired loans are applied to reduce the principal balance. The categories of non-accrual loans and impaired loans overlap, although they are not identical.

2526

The following table is a summary of information related to impaired loans by portfolio segment prior to the adoption of CECL as of September 30, 2023 and for the year then ended (dollars in thousands):

Recorded
Investment

Unpaid Principal Balance (Loan Balance Plus Charge Off)

Related
Allowance

Year to Date ("YTD") Average Recorded Investment (1)

YTD Interest Income Recognized (1)

YTD Cash Basis Interest Income Recognized (1)

Recorded
Investment

Unpaid Principal Balance (Loan Balance Plus Charge Off)

Related
Allowance

Year to Date ("YTD") Average Recorded Investment (1)

YTD Interest Income Recognized (1)

YTD Cash Basis Interest Income Recognized (1)

With no related allowance recorded:

Mortgage loans:

One- to four-family

Commercial

Land

Consumer loans:

Home equity and second mortgage

Other

Commercial business loans

Subtotal

With an allowance recorded:

Mortgage loans:

Commercial business loans

Subtotal

Total:

Mortgage loans:

One- to four-family

Commercial

Land

Consumer loans:

Home equity and second mortgage

Other

Commercial business loans

Total

(1)For the year ended September 30, 2023.

2627

The following table is a summary of information related to impaired loans by portfolio segment prior to the adoption of CECL as of ~~December~~March 31, ~~2022~~2023 and for three and six months then ended (dollars in thousands):

Recorded
Investment Unpaid Principal Balance (Loan Balance Plus Charge Off) Related
Allowance YTD
Average
Recorded
Investment (1) YTD Interest
Income
Recognized
(1) YTD Cash Basis Interest Income Recognized (1)
With no related allowance recorded:
Mortgage loans:
One- to four-family $ 383 $ 427 $ — $ 386 $ 7 $ 7
Commercial 2,980 2,980 — 2,984 33 42
Land 425 425 — 438 — —
Consumer loans:
Home equity and second mortgage 405 405 — 400 2 3
Other 2 2 — 3 — —
Commercial business loans 55 103 — 57 — —
Subtotal 4,250 4,342 — 4,268 42 52
With an allowance recorded:
Commercial business loans 249 249 127 249 — —
Subtotal 249 249 127 249 — ��
Total
Mortgage loans:
One- to four-family 383 427 — 386 7 7
Commercial 2,980 2,980 — 2,984 33 42
Land 425 425 — 438 — —
Consumer loans:
Home equity and second mortgage 405 405 — 400 2 3
Other 2 2 — 3 — —
Commercial business loans 304 352 127 306 — —
Total $ 4,499 $ 4,591 $ 127 $ 4,517 $ 42 $ 52


	Recorded Investment		Unpaid Principal Balance (Loan Balance Plus Charge Off)		Related Allowance		Quarter to Date ("QTD") Average Recorded Investment (1)		Year to Date ("YTD") Average Recorded Investment (2)		QTD Interest Income Recognized (1)		YTD Interest Income Recognized (2)		QTD Cash Basis Interest Income Recognized (1)		YTD Cash Basis Interest Income Recognized (2)
With no related allowance recorded:
Mortgage loans:
One- to four-family	$	378	$	421	$	—	$	381	$	386	$	7	$	14	$	7	$	14

Commercial	3,006		3,006		—		2,890		2,984		40		81		30		63




Land	459		459		—		442		438		2		2		2		2
Consumer loans:
Home equity and second mortgage	381		381		—		496		400		3		6		3		5
Other	1		1		—		2		3		—		—		—		—
Commercial business loans	48		97		—		52		57		—		—		—		—
Subtotal	4,273		4,365		—		4,263		4,268		52		103		42		84

With an allowance recorded:












Commercial business loans	245		245		123		247		249		—		—		—		—
Subtotal	245		245		123		247		249		—		—		—		—

Total:
Mortgage loans:
One- to four-family	$	378	$	421	$	—	$	381	$	386	$	7	$	14	$	7	$	14

Commercial	3,006		3,006		—		2,890		2,984		40		81		30		63




Land	459		459		—		442		438		2		2		2		2
Consumer loans:
Home equity and second mortgage	381		381		—		496		400		3		6		3		5
Other	1		1		—		2		3		—		—		—		—
Commercial business loans	293		342		123		299		306		—		—		—		—
Total	$	4,518	$	4,610	$	123	$	4,510	$	4,517	$	52	$	103	$	42	$	84

_____________________________________________

(1) For the three months ended ~~December~~March 31, ~~2022.~~2023.

(2) For the six months ended March 31, 2023.

Troubled debt restructurings ("TDRs")

On October 1, 2023, the Company adopted ASU No. 2022-02, Financial Instruments - Credit Losses (ASU 2016-13). This ASU eliminated the accounting guidance for TDR loans for creditors, while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower experiences financial difficulty. No loans to borrowers experiencing financial difficulty were modified in the three and six months ended ~~December~~March 31, 2024 and 2023. At ~~December~~March 31, ~~2022,~~2023, the Company had ~~$2.58~~$2.60 million of TDRs, all of which were paying as agreed. There were no ~~new TDRs for~~defaults in these loans during the ~~three~~six months ended ~~December~~March 31, ~~2022.~~2024 and 2023.

In accordance with the Company's policy guidelines, unsecured loans are generally charged-off when no payments have been received for three consecutive months unless an alternative action plan is in effect. The outstanding balance of a secured loan that is in excess of the net realizable value is generally charged-off if no payments are received for four or five consecutive months. However, charge-off's are postponed if alternative proposals to restructure, obtain additional guarantors, obtain additional assets as collateral or a potential sale of the underlying collateral would result in full repayment of the outstanding loan balance. Once any other potential source of repayment are exhausted, the impaired portion of the loan is charged-off. Regardless of whether a loan is unsecured or collateralized, once an amount is determined to be a confirmed loan loss it is promptly charged off.

(5) LEASES

At ~~December~~March 31, ~~2023,~~2024, the Company has operating leases for two retail bank branch offices and an administrative office. The Company's leases have remaining lease terms of two to ~~eight~~seven years, and include options to extend the leases from two to five years. Lease extensions are not certain, and the Company evaluates each lease based on the specific circumstances for the location to determine the probability of exercising the extensions in the calculation of operating lease ROU assets and lease liabilities.

The components of lease cost (included in the premises and equipment expense category in the consolidated statements of income) are as follows for the three and six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023 (dollars in thousands):

Three Months Ended December 31,

Lease cost:

Three Months Ended March 31,

Six Months Ended March 31,

Lease cost:

2024

2023

2024

2023

Operating lease cost

Short-term lease cost

Total lease cost

The following tables provide supplemental information related to operating leases at or for the three and six months ended ~~December~~March 31, ~~2023~~2024 and ~~year ended September 30,~~ 2023 (dollars in thousands):

At or For the Three Months Ended December 31, 2023

Cash paid for amounts included in the measurement of lease liabilities:

At or For the Three Months Ended March 31, 2024

At or For the Six Months Ended March 31, 2024

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Weighted average remaining lease term-operating leases

6.3 years

Weighted average remaining lease term-operating leases

Weighted average discount rate-operating leases

2.34

At or For the Three Months Ended March 31, 2023

At or For the Six Months Ended March 31, 2023

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Weighted average remaining lease term-operating leases

7.2 years

Weighted average discount rate-operating leases

2.25

Weighted average discount rate-operating leases

The Company's leases typically do not contain a discount rate implicit in the lease contracts. As an alternative, the weighted average discount rate used to estimate the present value of future lease payments in calculating the value of the ROU asset and lease liability was determined by utilizing the FHLB fixed-rate credit advance borrowing rate for the term correlating to the remaining term of each lease.

Maturities of operating lease liabilities at ~~December~~March 31, ~~2023~~2024 for future fiscal years are as follows (dollars in thousands):

Remainder of 2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less imputed interest
Total

(6) NET INCOME PER COMMON SHARE

Basic net income per common share is computed by dividing net income to common shareholders by the weighted average number of common shares outstanding during the period without considering any dilutive items. Nonvested shares of restricted stock are included in the computation of basic earnings per share because the holder has voting rights and shares in non-forfeitable dividends during the vesting period. Diluted net income per common share is computed by dividing net income to common shareholders by the weighted average number of common shares and common stock equivalents for items that are dilutive, net of shares assumed to be repurchased using the treasury stock method at the average share price for the Company’s common stock during the period. Common stock equivalents arise from the assumed conversion of outstanding stock options to purchase common stock.

Information regarding the calculation of basic and diluted net income per common share for the three and six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023 is as follows (dollars in thousands, except per share amounts):

Three Months Ended March 31,

Six Months Ended March 31,

2023

2024

2023

Basic net income per common share computation

Numerator – net income

Denominator – weighted average common shares outstanding

Basic net income per common share

Diluted net income per common share computation

Numerator – net income

Denominator – weighted average common shares outstanding

Effect of dilutive stock options (1)

Weighted average common shares outstanding - assuming dilution

Diluted net income per common share

(1) For the three and six months ended ~~December~~March 31, ~~2023 and 2022,~~2024, average options to purchase ~~214,595~~244,030 and ~~182,000~~229,232 shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per common share because their effect would have been anti-dilutive. For the three and six months ended March 31, 2023, average options to purchase 176,867

2930

and 177,484 shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per common share because their effect would be anti-dilutive.

(7) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive income (loss) ("AOCI") by component during the three and six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023 are as follows (dollars in thousands):

Three Months Ended December 31, 2023

Three Months Ended March 31, 2024

Changes in fair value of available for sale securities (1)

Changes in OTTI on held to maturity securities (1)

Total (1)

Changes in fair value of available for sale securities (1)

Changes in OTTI on held to maturity securities (1)

Total (1)

Balance of AOCI at the beginning of period

Other comprehensive income

Balance of AOCI at the end of period

Three Months Ended December 31, 2022
Changes in fair value of available for sale securities (1) Changes in OTTI on held to maturity securities (1) Total (1)
Balance of AOCI at the beginning of period $ (706) $ (11) $ (717)
Other comprehensive income (loss) (19) 1 (18)
Balance of AOCI at the end of period $ (725) $ (10) $ (735)


	Six Months Ended March 31, 2024
	Changes in fair value of available for sale securities (1)		Changes in OTTI on held to maturity securities (1)		Total (1)
Balance of AOCI at the beginning of period	$	(1,075)	$	(9)	$	(1,084)
Other comprehensive income	330		9		339

Balance of AOCI at the end of period	$	(745)	$	—	$	(745)


	Three Months Ended March 31, 2023
	Changes in fair value of available for sale securities (1)		Changes in OTTI on held to maturity securities (1)		Total (1)
Balance of AOCI at the beginning of period	$	(725)	$	(10)	$	(735)
Other comprehensive income	239		1		240

Balance of AOCI at the end of period	$	(486)	$	(9)	$	(495)


	Six Months Ended March 31, 2023
	Changes in fair value of available for sale securities (1)		Changes in OTTI on held to maturity securities (1)		Total (1)
Balance of AOCI at the beginning of period	$	(706)	$	(11)	$	(717)
Other comprehensive income	220		2		222

Balance of AOCI at the end of period	$	(486)	$	(9)	$	(495)

__________________________

(1) All amounts are net of income taxes.

(8) STOCK COMPENSATION PLANS

~~Under the Company’s 2003 Stock Option Plan, the Company was able to grant options for up to 300,000 shares of common stock to employees, officers, directors and directors emeriti.~~ Under the Company's 2014 Equity Incentive Plan, the Company is able to grant options and awards of restricted stock (with or without performance measures) for up to 352,366 shares of common stock to employees, officers, directors and directors emeriti. Under the Company's 2019 Equity Incentive Plan, the Company is able to grant options and awards or restricted stock (with or without performance measures) for up to 350,000 shares of common stock, of which 300,000 shares are reserved to be awarded to employees, including officers, and 50,000 shares are reserved to be awarded to directors and directors emeriti. Shares issued may be purchased in the open market or may be issued from authorized and unissued shares. The exercise price of each option equals the fair market value of the Company’s common stock on the date of grant. Generally, options and restricted stock vest in 20% annual installments on each of the five anniversaries from the date of the grant, and options generally have a maximum contractual term of ten years from the date of grant. At ~~December~~March 31, ~~2023,~~2024, there were ~~7,816~~9,356 shares of common stock available

which may be awarded as options or restricted stock pursuant to future grant under the 2014 Equity Incentive Plan. At ~~December~~March 31, ~~2023,~~2024, there were ~~178,650~~181,870 shares of common stock available which may be awarded as options or restricted stock pursuant to future grant under the 2019 Equity Incentive Plan.

Stock option activity for the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023 is summarized as follows:

Three Months Ended December 31, 2023

Three Months Ended December 31, 2022

Six Months Ended March 31, 2024

Six Months Ended March 31, 2023

Number of Shares

Weighted
Average
Exercise
Price

Number of Shares

Weighted
Average
Exercise
Price

Number of Shares

Weighted
Average
Exercise
Price

Number of Shares

Weighted
Average
Exercise
Price

Options outstanding, beginning of period

Exercised

Forfeited

Granted

Forfeited

Options outstanding, end of period

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

There were no stock options granted during the ~~three~~six months ended ~~December~~March 31, 2024.

The weighted average assumptions for options granted during the six months ended March 31, 2023 ~~and 2022.~~were as follows:


Expected volatility	33		%
Expected life (in years)	5
Expected dividend yield	2.99		%
Risk free interest rate	3.58		%
Grant date fair value per share	$	8.65

The aggregate intrinsic value of options exercised during the ~~three~~six months ended ~~December~~March 31, 2024 and 2023 was $499,000 and ~~2022 was $469,000 and $244,000,~~$337,000, respectively.

At ~~December~~March 31, ~~2023,~~2024, there were ~~124,640~~121,820 unvested options with an aggregate grant date fair value of ~~$725,000,~~$709,000, all of which the Company assumes will vest. The aggregate intrinsic value of unvested options at ~~December~~March 31, ~~2023~~2024 was ~~$704,000.~~$217,000. There were ~~100~~300 options that vested during the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024 with a total fair value of ~~$326.~~$2,000.

At ~~December~~March 31, ~~2022,~~2023, there were ~~191,710~~189,910 unvested options with an aggregate grant date fair value of ~~$1.08~~$1.07 million. There were 200 options that vested during the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 with a total fair value of ~~$652.~~$1,000.

Additional information regarding options outstanding at ~~December~~March 31, ~~2023~~2024 is as follows:

						Options Outstanding										Options Exercisable																Options Outstanding												Options Exercisable
Range of Exercise Prices ($)	Range of Exercise Prices ($)			Number			Weighted Average Exercise Price					Weighted Average Remaining Contractual Life (Years)				Number				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (Years)	Range of Exercise Prices ($)							Number				Weighted Average Exercise Price						Weighted Average Remaining Contractual Life (Years)						Number			Weighted Average Exercise Price					Weighted Average Remaining Contractual Life (Years)
10.26
10.26
10.26		-	10.71	26,250	10.62			10.62	1.5					1.5			26,250	10.62				10.62	1.5			1.5	-			10.71			26,250		$			$	10.62		1.3				1.3					26,250		$		$	10.62		1.3			1.3
15.67	15.67	-	19.13	63,820	16.53			16.53	5.6					5.6			41,560	16.34				16.34	5.0			5.0	15.67		-		19.13			60,800			16.56			16.56			5.4					5.4			39,140		16.37				16.37		4.8				4.8
26.50	26.50	-	27.40	102,880	27.31			27.31	7.8					7.8			42,000	27.23				27.23	6.8			6.8	26.50		-		27.40			101,140			27.31			27.31			7.5					7.5			41,380		27.23				27.23		6.5				6.5
28.23	28.23	-	29.69	108,400	28.79			28.79	6.2					6.2			67,900	29.12				29.12	5.3			5.3	28.23		-		29.69			106,600			28.79			28.79			6.0					6.0			67,000		29.12				29.12		5.1				5.1
31.80	31.80	-	33.40	34,720	31.85			31.85	4.9					4.9			33,720	31.80				31.80	4.8			4.8	31.80		-		33.40			34,320			31.85			31.85			4.6					4.6			33,520		31.61				31.61		4.5				4.5
						336,070		$		$	24.91		6.1		6.1				211,430		$		$	24.36	5.0			5.0												329,110			$			$	24.95		5.8		5.8					207,290		$			$	24.43		4.7	4.7

The aggregate intrinsic value of options outstanding at ~~December~~March 31, 2024 and 2023 ~~and 2022~~ was ~~$2.22~~$1.06 million and $~~4.28~~1.78 million, respectively.

As of ~~December~~March 31, ~~2023,~~2024, unrecognized compensation cost related to unvested stock options was ~~$711,000,~~$645,000, which is expected to be recognized over a weighted average life of ~~2.02~~1.90 years.

At ~~December~~March 31, ~~2023,~~2024, there were 26,150 unvested restricted stock awards. At ~~December~~March 31, ~~2022,~~2023, there were no unvested restricted stock awards. There were no restricted stock grants awarded during the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022.~~2023.

Time Based

Number of Unvested Shares

Weighted Average Grant Date Fair Value

Number of Unvested Shares

Weighted Average Grant Date Fair Value

Outstanding, September 30, 2023

Granted

Forfeited

Vested

Outstanding, December 31, 2023

Outstanding, March 31, 2024

The fair value of restricted stock awards is equal to the fair value of the Company's stock on the date of the grant. The related stock-based compensation expense is recorded over the requisite service period. At ~~December~~March 31, ~~2023,~~2024, unrecognized compensation cost related to unvested restricted stock awards was ~~$676,000,~~$636,000, which is expected to be recognized over a weighted average period of ~~2.78~~2.23 years.

(9) FAIR VALUE MEASUREMENTS

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

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

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

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

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

The Company had no liabilities measured at fair value on a recurring basis at ~~December~~March 31, ~~2023~~2024 and September 30, 2023. The Company's assets measured at estimated fair value on a recurring basis at ~~December~~March 31, ~~2023~~2024 and September 30, 2023 were as follows (dollars in thousands):

December 31, 2023

Estimated Fair Value

March 31, 2024

Estimated Fair Value

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Available for sale investment securities

MBS: U.S. government agencies

Investments in equity securities

Mutual funds

Total



September 30, 2023	Estimated Fair Value
	Level 1		Level 2		Level 3		Total
Available for sale investment securities
MBS: U.S. government agencies	$	—	$	41,771	$	—	$	41,771
Investments in equity securities

Mutual funds	811		—		—		811
Total	$	811	$	41,771	$	—	$	42,582

There were no transfers among Level 1, Level 2 and Level 3 during the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024 and the year ended September 30, 2023.

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

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

Individually Evaluated Collateral-Dependent Loans: Loans for which repayment is substantially expected to be provided through the operation or sale of collateral are considered collateral dependent, and are valued based on the estimated fair value of the collateral, less estimated costs to sell at the reporting date, where applicable. Accordingly, collateral dependent loans are classified within level 3 of the fair value hierarchy.

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

3334

The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at ~~December~~March 31, ~~2023~~2024 and September 30, 2023 (dollars in thousands):

~~Estimated Fair Value~~

~~December 31, 2023~~

~~Level 1~~

~~Level 2~~

~~Level 3~~

~~Individually evaluated loans:~~

~~Commercial business loans~~

—

~~1,401~~

~~Total~~

—

~~1,401~~


	Estimated Fair Value						Total Estimated
March 31, 2024	Level 1		Level 2		Level 3		Fair Value
Individually evaluated loans:
Mortgage loans:


Commercial	$	—	$	—	$	460	$	460





Commercial business loans	—		—		1,387		1,387




Total	$	—	$	—	$	1,847	$	1,847


	Estimated Fair Value						Total Estimated
September 30, 2023	Level 1		Level 2		Level 3		Fair Value
Impaired loans:









Commercial business loans	$	—	$	—	$	122	$	122




Total	$	—	$	—	$	122	$	122

~~Estimated Fair Value~~

~~September 30, 2023~~

~~Level 1~~

~~Level 2~~

~~Level 3~~

~~Impaired loans:~~

~~Commercial business loans~~

—

~~122~~

~~Total~~

—

~~122~~

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis as of ~~December~~March 31, ~~2023~~2024 and September 30, 2023 (dollars in thousands):

Valuation
Technique(s)

Unobservable Input(s)

Range

Individually evaluated and impaired loans

Market approach

Appraised value less estimated selling costs

N/A

GAAP requires disclosure of estimated fair values for certain financial instruments. Such estimates are subjective in nature, and significant judgment is required regarding the risk characteristics of various financial instruments at a discrete point in time. Therefore, such estimates could vary significantly if assumptions regarding uncertain factors were to change. In addition, as the Company normally intends to hold the majority of its financial instruments until maturity, it does not expect to realize many of the estimated amounts disclosed. The disclosures also do not include estimated fair value amounts for certain items which are not defined as financial instruments but for which may have significant value. The Company does not believe that it would be practicable to estimate a representative fair value for these types of items as of ~~December~~March 31, ~~2023~~2024 and September 30, 2023. Because GAAP excludes certain items from fair value disclosure requirements, any aggregation of the fair value amounts presented would not represent the underlying value of the Company. Additionally, in accordance with GAAP, the Company uses the exit price notion in calculating the fair values of financial instruments not measured at fair value on a recurring basis.

3435

The recorded amounts and estimated fair values of financial instruments were as follows as of ~~December~~March 31, ~~2023~~2024 and September 30, 2023 (dollars in thousands):

December 31, 2023

March 31, 2024

Fair Value Measurements Using:

Recorded
Amount

Estimated Fair Value

Level 1

Level 2

Level 3

Recorded
Amount

Estimated Fair Value

Level 1

Level 2

Level 3

Financial assets

Cash and cash equivalents

CDs held for investment

Investment securities

Investments in equity securities

FHLB stock

Other investments

Loans held for sale

Loans receivable, net

Accrued interest receivable

Financial liabilities

Certificates of deposit

FHLB borrowings

Accrued interest payable


	September 30, 2023
					Fair Value Measurements Using:
	Recorded Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	128,721	$	128,721	$	128,721	$	—	$	—
CDs held for investment	15,188		15,188		15,188		—		—
Investment securities	311,989		295,538		161,538		134,000		—
Investments in equity securities	811		811		811		—		—
FHLB stock	3,602		3,602		3,602		—		—
Other investments	3,000		3,000		3,000		—		—
Loans held for sale	400		407		407		—		—
Loans receivable, net	1,302,305		1,246,538		—		—		1,246,538
Accrued interest receivable	6,004		6,004		6,004		—		—

Financial liabilities
Certificates of deposit	300,100		297,542		—		—		297,542
FHLB borrowings	35,000		34,747		—		—		34,747
Accrued interest payable	1,397		1,397		1,397		—		—

3536

(10) RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, as amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-11. ASU 2016-13 replaces the existing incurred losses methodology with a current expected losses methodology with respect to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held to maturity investment securities and off-balance sheet commitments. In addition, ASU 2016-13 required credit losses relating to available for sale debt securities to be recorded through an ~~allowance for credit losses~~ACL rather than as a reduction of the carrying amount. ASU 2016-13 also changed the accounting for PCI debt securities and loans. ASU 2016-13 retained many of the current disclosure requirements in GAAP and expanded certain disclosure requirements. As a "smaller reporting company" filer with the U.S. Securities and Exchange Commission, ASU 2016-13 was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Upon adoption, the Company experienced changes in the processes and procedures to calculate the ~~allowance for credit losses,~~ACL, including changes in the assumptions and estimates to consider expected credit losses over the life of the loan versus the accounting practices that were utilized with the incurred loss model. In addition, the prior policy for OTTI on investment securities available for sale was replaced with an allowance approach. On October 1, 2023, the Company adopted this ASU, which resulted in a net of tax charge of $488,000 to retained earnings, a $461,000 increase to the ~~allowance for credit losses~~ACL on loans, a $92,000 increase to ~~credit losses~~ACL on investment securities, and a $65,000 increase to ~~credit losses~~ACL on unfunded commitments for the cumulative effect of adopting this guidance. For more information related to the implementation, see Note 4 Loans Receivable and Allowance for Credit Losses, Note 2 Investment Securities and Note 12 ~~Commitment~~Commitments and Contingent Liabilities.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. This ASU simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity has to perform procedures to determine the fair value of its assets and liabilities (including unrecognized assets and liabilities) at the impairment testing date following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity would then recognize an impairment charge for the amount by

which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity would consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2022. The adoption of ASU 2017-04 did not have a material impact on the Company's consolidated financial statements.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses ~~(Topic 326)~~(ASU 2016-13): Troubled Debt Restructurings and Vintage Disclosures. The amendments eliminate the accounting guidance for ~~troubled debt restructurings (“TDRs”)~~TDRs for creditors, require new disclosures for creditors for certain loan refinancings and restructurings when a borrower is experiencing financial difficulty, and require public business entities to include current-period gross write-offs in the vintage disclosure tables. This ASU is effective upon adoption of ASU 2016-13. On October 1, 2023, the Company adopted this ASU at the same time ASU 2016-13 was adopted. The Company had no$1,000 in recoveries and $6,000 of write offs ~~of $2,000~~ for the ~~three~~six months ended ~~December~~March 31, ~~2023.~~2024.

(11) REVENUE FROM CONTRACTS WITH CUSTOMERS

ASU 2014-09 Revenue from Contracts with Customers ("ASC 606") applies to all contracts with customers to provide goods or services in the ordinary course of business, except for contracts that are specifically excluded from its scope. The majority of the Company's revenues are composed of interest income, deferred loan fee accretion, premium/discount accretion, gains on sales of loans and investments, BOLI net earnings, servicing income on loans sold and other loan fee income, which are not within the scope of ASC 606. Revenue reported as service charges on deposits, ATM and debit card interchange transaction fees, merchant services fees, non-deposit investment fees and escrow fees are within the scope of ASC 606. All of the Company's revenue from contracts with customers ~~withi~~nwithin the scope of ASC 606 is recognized in non-interest income with the exception of gains on sales of OREO and gains on sales/disposition of premises and equipment, which are included in non-interest expense. For the three months ended ~~December~~March 31, ~~2023,~~2024, the Company recognized ~~$1.02 million~~$988,000 in service charges on deposits, ~~$1.26~~$1.21 million in ATM and debit card interchange transaction fees, ~~$19,000~~$15,000 in escrow fees, and $2,000 in fee income from non-deposit investment sales, all considered within the scope of ASC 606. For the ~~three~~six months ended ~~December~~March 31,

~~2022,~~ 2024, the Company recognized ~~$947,000~~$2.01 million in service ~~charges~~changes on deposits, ~~$1.25~~$2.48 million in ATM and debit card interchange transaction fees, ~~$30,000~~$33,000 in escrow fees, and ~~$30,000~~$3,000 in fee income from non-deposit investment sales. For the three months

ended March 31, 2023, the Company recognized $893,000 in service charges on deposits, $1.28 million in ATM and debit card interchange transaction fees, $29,000 in escrow fees, and $4,000 in fee income from non-deposit investment sales. For the six months ended March 31, 2023, the Company recognized $1.84 million in service changes on deposits, $2.53 million in ATM and debit card interchange transaction fees, $59,000 in escrow fees, and $34,000 in fee income from non-deposit investment sales.

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

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

•ATM and Debit Card Interchange Transaction Fees: The Company earns fees from cardholder transactions conducted through third-party payment network providers which consist of interchange fees earned from the payment networks as a debit card issuer. These fees are recognized when the transaction occurs, but may settle on a daily or monthly basis.

•Escrow Fees: The Company earns fees from real estate escrow contracts with customers. The Company receives and disburses money and/or property according to the customer's contract. Fees are recognized when the escrow contract closes.

•Fee Income from Non-deposit Investment Sales: The Company earns fees from contracts with customers for investment activities. Revenues are generally recognized on a monthly basis and are generally based on a percentage of the customer's assets under management or based on investment solutions that are implemented for the customer.

(12) COMMITMENTS AND CONTINGENT LIABILITIES

In the normal course of business, the Company is party to financial instruments with off-balance-sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit risk not recognized in the consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. However, such loan to value ratios will subsequently change, based on increases and decreases in the supporting collateral values. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate, land and income-producing commercial properties.

A summary of the Company's commitments at ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023 are listed below (in thousands):

			December 31, 2023
			December 31, 2023
			December 31, 2023
			March 31, 2024
			March 31, 2024
			March 31, 2024
Undisbursed portion of construction loans in process (see Note 4)
Undisbursed portion of construction loans in process (see Note 4)
Undisbursed portion of construction loans in process (see Note 4)
Undisbursed lines of credit
Undisbursed lines of credit
Undisbursed lines of credit
Commitments to extend credit
Commitments to extend credit
Commitments to extend credit
			$
			$
			$

The Company maintains a separate ~~allowance for credit losses~~ACL related to unfunded loan commitments. The Company estimates expected losses on unfunded, off-balance sheet commitments over the contractual period in which the exposure to credit risk from a contractual

obligation to extend credit, unless the Company has determined that obligation is unconditionally cancellable. The ~~allowance~~ methodology for calculating the ACL on unfunded loan commitments is similar to the methodology for calculating the ACL on loans but also includes an estimate of the future utilization of the commitment as determined by

historical commitment utilization. Credit risk associated with the unfunded commitments are consistent with the loss ratio for each loan segment within the ~~allowance for credit losses~~ACL for loans. The ACL ~~for~~on unfunded commitments is recognized in other liabilities and accrued expenses in the consolidated balance sheets and is adjusted as a provision (recapture of provision) for credit losses on the consolidated income statements. The ACL ~~for~~on unfunded loan commitments totaled ~~$364,000~~$276,000 at ~~December~~March 31, ~~2023.~~2024.

The following table sets forth information for the three and six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023 regarding activity in the ~~allowance for credit losses for~~a ACL on unfunded loan commitments (dollars in thousands):

Allowance for Credit Losses December 31, 2023 December 31, 2022
Beginning balance $ 332 $ 305
Impact of adopting CECL (ASU 2016-13) 65 —
(Recapture of) provision for credit losses (33) 15
Ending allowance $ 364 $ 320


ACL	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Beginning ACL	$	364	$	320

(Recapture of) provision for credit losses	(88)		—
Ending ACL	$	276	$	320


ACL	Six Months Ended March 31, 2024		Six Months Ended March 31, 2023
Beginning ACL	$	332	$	305
Impact of adopting CECL (ASU 2016-13)	65		—
(Recapture of) provision for credit losses	(121)		15
Ending ACL	$	276	$	320

The Bank has an employee severance compensation plan which expires in 2027 that provides for severance pay benefits to eligible employees in the event of a change in control of Timberland Bancorp or the Bank (as defined in the plan). In general, all employees with two or more years of service will be eligible to participate in the plan. Under the plan, in the event of a change in control of Timberland Bancorp or the Bank, eligible employees who are terminated or who terminate employment (but only upon the occurrence of events specified in the plan) within 12 months of the effective date of a change in control would be entitled to a payment based on years of service or officer rank with the Bank. The maximum payment for any eligible employee would be equal to 18 months of the employee’s current compensation.

Timberland Bancorp has entered into employment contracts with certain key employees, which provide for contingent payment subject to future events.

Because of the nature of its activities, the Company is subject to various pending and threatened legal actions which arise in the ordinary course of business. In the opinion of management, liabilities arising from these claims, if any, will not have a material effect on the future consolidated financial position of the Company.

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

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding our financial condition and results of operations. The information contained in this section should be read in conjunction with the consolidated financial statements and accompanying notes to the consolidated financial statements contained in Item 1 of this Form 10-Q. The following analysis discusses the material changes in the consolidated financial condition and results of operations of the Company at and for the three and six months ended ~~December~~March 31, ~~2023.~~2024.

Special Note Regarding Forward-Looking Statements

Certain matters discussed in this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. Forward-looking statements are not statements of historical fact, are based on certain assumptions and often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about future economic performance. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the results anticipated or implied by our forward-looking statements, including, but not limited

to: potential adverse impacts to economic conditions in our local market areas, other markets where the Company has lending relationships, or other aspects of the Company's business operations or financial markets, including, without limitation, as a result of employment levels, labor shortages and the effects of inflation, a potential recession or slowed economic growth; continuing elevated levels of inflation and the impact of current and future monetary policies of the Board of Governors of the Federal Reserve System ("Federal Reserve") in response thereto; the effects of any federal government shutdown; credit risks of lending activities, including any deterioration in the housing and commercial real estate markets which may lead to increased losses and non-performing loans in our loan portfolio resulting in our ACL not being adequate to cover actual losses and thus requiring us to materially increase our ACL through the provision for credit losses; 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, land and other properties and fluctuations in real estate values in our market areas; secondary market conditions for loans and our ability to sell loans in the secondary market; results of examinations of us by the Federal Reserve and of our bank subsidiary by the Federal Deposit Insurance Corporation (“FDIC”), the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, institute a formal or informal enforcement action against us or our bank subsidiary which could require us to increase our ~~allowance for credit losses,~~ACL, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits or impose additional requirements or restrictions on us, any of which could adversely affect our liquidity and earnings; the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; legislative or regulatory changes that adversely affect our business including changes in banking, securities and tax law, in regulatory policies and principles, or the interpretation of regulatory capital or other rules; our ability to attract and retain deposits; our ability to control operating costs and expenses; the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risks associated with the loans in our consolidated balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges; disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to implement our business strategies; our ability to manage loan delinquency rates; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; our ability to pay dividends on our common stock; the quality and composition of our securities portfolio and the impact if any adverse changes in the securities markets, including on market liquidity; 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 ("FASB"), including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; the economic impact of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, civil unrest and other external events on our business; other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services; and other risks described elsewhere in this Form 10-Q and in the Company's other reports filed with or furnished to the Securities and Exchange Commission, including our Annual Report on From 10-K for the fiscal year ended September 30, 2023 (the "2023 Form ~~10-K.~~10-K:).

Any of the forward-looking statements that we make in this Form 10-Q and in the other public statements we make are based upon management's beliefs and assumptions at the time they are made. We do not undertake and specifically disclaim any obligation to publicly update or revise any forward-looking statements included in this quarterly report to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise.

In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this document might not occur and we caution readers not to place undue reliance on any forward-looking statements. These risks could cause our actual results for fiscal 2024 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of, us, and could negatively affect the Company's consolidated financial condition and results of operations as well as its stock price performance.

Overview

Timberland Bancorp, Inc., a Washington corporation, is the holding company for Timberland Bank. The Bank opened for business in 1915 and serves consumers and businesses across Grays Harbor, Thurston, Pierce, King, Kitsap and Lewis counties, Washington with a full range of lending and deposit services through its 23 offices (including its main office in Hoquiam). At ~~December~~March 31, ~~2023,~~2024, the Company had total assets of ~~$1.90~~$1.91 billion, net loans receivable of ~~$1.34~~$1.36 billion, total deposits of ~~$1.63~~$1.64 billion and total shareholders’ equity of ~~$237.37~~$238.68 million. The Company's business activities generally are limited to passive investment activities and oversight of its investment in the Bank. Accordingly, the information set forth in this report, including the unaudited consolidated financial statements and related data, relates primarily to the Bank's operations.

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

The profitability of the Company’s operations depends primarily on its net interest income after provision for (recapture of) credit losses. Net interest income is the difference between interest income, which is the income that the Company earns on interest-earning assets, which are primarily loans and investments, and interest expense, the amount that the Company pays on its interest-bearing liabilities, which are primarily deposits and borrowings (as needed). Net interest income is affected by changes in the volume and mix of interest-earning assets, the interest earned on those assets, the volume and mix of interest-bearing liabilities and the interest paid on those interest-bearing liabilities. Management attempts to maintain a net interest margin placing it within the top quartile of its Washington State peers.

Changes in market interest rates, the slope of the yield curve, and interest we earn on interest earning assets or pay on interest bearing liabilities, as well as the volume and types of interest earning assets, interest bearing and non-interest bearing liabilities and shareholders’ equity, usually have the largest impact on changes in our net interest spread, net interest margin and net interest income during a reporting period. Since March 2022, in response to inflation, the Federal Open Market Committee ("FOMC") of the Federal Reserve has increased the target range for the federal funds rate by 525 basis points, to a range of 5.25% to 5.50% as of ~~December~~March 31, ~~2023,~~2024, taking benchmark borrowing costs to their highest level in more than 22 years.

The provision for (recapture of) credit losses is dependent on changes in the loan portfolio and management’s assessment of the collectability of the loan portfolio as well as prevailing economic and market conditions. The ACL on loans reflects the amount that management has determined is adequate to cover probable expected credit losses in the loan portfolio. As the loan portfolio increases, or due to an increase in probable expected losses inherent in the loan portfolio, the ACL may increase, resulting in a decrease to net interest income after the provision. Improvement in loan risk ratings, increase in property values, or receipts of recoveries of amounts previously charged off may partially or fully offset any required increases to ACL on loans due to loan growth or an increase in the probable expected credit losses. The Company recorded a provision for credit losses on loans of ~~$379,000~~$166,000 and $545,000 for the three and six months ended ~~December~~March 31, ~~2023 using~~2024 (using the CECL ~~methodology,~~methodology), primarily due to loan portfolio growth. The Company recorded a ~~$525,000~~ provision for loan losses ~~using~~(using the prior incurred loss ~~methodology,~~methodology) of $475,000 and $1.00 million for the three and six months ended ~~December~~March 31, ~~2022.~~2023.

Net income is also affected by non-interest income and non-interest expense. For the three and six months ended ~~December~~March 31, ~~2023,~~2024, non-interest income consisted primarily of service charges on deposit accounts, gain on sales of loans, ATM and debit card interchange transaction fees, ~~an increase in the cash surrender value of~~ BOLI net earnings, servicing income on loans sold, escrow fees and other operating income. Non-interest income is also increased by net recoveries on investment securities and for periods prior to the adoption of CECL reduced by net OTTI losses on investment securities, if any. Non-interest income is also decreased by valuation allowances on loan servicing rights and increased by recoveries of valuation allowances on loan servicing rights, if any. Non-interest expense consisted primarily of salaries and employee benefits, premises and equipment, advertising, ATM and debit card interchange transaction fees, postage and courier expenses, state and local taxes, professional fees, FDIC insurance premiums, loan administration and foreclosure expenses, data processing and telecommunication expenses, deposit operation expenses, amortization of CDI, and other non-interest expenses. Non-interest expense in certain periods is reduced by gains on

the sale of premises and equipment and gains on the sale of OREO. Non-interest income and non-interest expense are affected by the growth of the Company's operations and growth in the number of loan and deposit accounts.

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

Critical Accounting Estimates

~~The~~Management's discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make significant estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.

The Company's critical accounting estimates are described in the Company’s 2023 Form 10-K under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Estimates.” That discussion highlights estimates that the Company makes that involve uncertainty or potential for substantial change. Other than the adoption of CECL, there have been no material changes in the Company’s critical accounting policies and estimates as previously disclosed in the Company’s 2023 Form 10-K.

Comparison of Financial Condition at ~~December~~March 31, ~~2023~~2024 and September 30, 2023

General:Total assets increased by ~~$55.21~~$67.33 million, or ~~3.0%~~3.7%, to ~~$1.90~~$1.91 billion at ~~December~~March 31, ~~2023~~2024 from $1.84 billion at September 30, 2023. The increase in total assets was primarily due to increases in loans receivable and total cash and cash equivalents, which was partially offset by decreases in investment securities and CDs held for investment. The ~~quarterly~~ increase in assets was primarily funded by an increase in deposits,which was partially offset by a decrease in FHLB borrowings.

Net loans receivable increased by ~~$33.98~~$56.81 million, or ~~2.6%~~4.4%, to ~~$1.34~~$1.36 billion at ~~December~~March 31, ~~2023~~2024 from $1.30 billion at September 30, 2023, primarily due to increases in multi-family loans, one- to four-family loans, commercial real estate ~~loans, one- to four-family~~ loans, as well as smaller increases in several other loan categories. These increases to net loans receivable were partially offset by decreases in construction and land development loans as well as smaller decreases in several other loan categories.

Total deposits increased by ~~$66.13~~$77.62 million, or ~~4.2%~~5.0%, to ~~$1.63~~$1.64 billion at ~~December~~March 31, ~~2023~~2024 from $1.56 billion at September 30, 2023, primarily due to increases in money market account ~~balances,~~and certificates of deposit ~~balances, and NOW checking account~~ balances. These increases were partially offset by decreases in NOW checking account, non-interest bearing deposit ~~balances~~ and savings account balances.

Shareholders’ equity increased by ~~$4.30~~$5.61 million, or ~~1.8%~~2.4%, to ~~$237.37~~$238.68 million at ~~December~~March 31, ~~2023~~2024 from $233.07 million at September 30, 2023. The increase in shareholders' equity was primarily due to net income and proceeds from stock ~~options exercised and~~option exercises along with a reduction in accumulated other comprehensive loss during the current ~~quarter.~~period. These increases were partially offset by the payment of dividends to common shareholders, repurchases of common stock and a reduction of retained earnings related to adoption of the new CECL accounting standard ~~and the repurchase of common stock~~ during the ~~quarter.~~six months ended March 31, 2024.

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

Cash and Cash Equivalents and CDs Held for Investment: Cash and cash equivalents and CDs held for investment increased by ~~$26.56~~$47.64 million, or ~~18.5%~~33.1%, to ~~$170.47~~$191.55 million at ~~December~~March 31, ~~2023~~2024 from $143.91 million at September 30, 2023.
The increase was primarily due to increased deposits and a decrease in investment securities, ~~which was~~ partially offset by an increase in loans and a decrease in FHLB borrowings.

Investment Securities: Investment securities (including investments in equity securities) decreased by ~~$5.42~~$38.39 million, or ~~1.7%~~12.3%, to ~~$307.38~~$274.41 million at ~~December~~March 31, ~~2023~~2024 from $312.80 million at September 30, 2023. This decrease was primarily due to maturities, prepayments and scheduled ~~amortization of other investment securities.~~amortizations exceeding purchases. For additional information on investment securities, see Note 2 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”

FHLB Stock: FHLB stock decreased ~~$1.60~~$1.57 million, or ~~44.5%~~43.5% to ~~$2.00~~$2.04 million at ~~December~~March 31, ~~2023~~2024 from $3.60 million at September 30, 2023, due to the repayment of a portion of FHLB borrowings and the restructuring of stock requirements by FHLB.

Other Investments: Other investments consist solely of the Company's investment in the Solomon Hess SBA Loan Fund LLC, which was unchanged at $3.00 million at both ~~December~~March 31, ~~2023~~2024 and September 30, 2023. This investment is utilized to help satisfy compliance with the Bank's Community Reinvestment Act investment test requirements.

Loans: Net loans receivable increased by ~~$33.98~~$56.81 million, or ~~2.6%~~4.4%, to ~~$1.34~~$1.36 billion at ~~December~~March 31, ~~2023~~2024 from $1.30 billion at September 30, 2023. The increase was due to increases of ~~$20.15~~$40.10 million in multi-family loans, ~~$10.77~~$23.21 million in one- to four-family loans, $9.11 million in commercial real estate ~~loans, $9.90 million in one- to four-family~~ loans and smaller increases in other categories. These increases were partially offset by ~~an $8.76~~a $46.49 million decrease in construction and land development loans, with the largest decreases occurring in commercial and multi-family construction loans, and smaller decreases in several other loan categories. The increase in multi-family and one-to-four family loans and the decrease in construction loans were in part due to the construction portion of these loans beings completed and moved to permanent financing categories.

Loan originations decreased by ~~$12.74~~$50.51 million, or ~~12.5%~~28.3%, to ~~$88.93~~$128.30 million for the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024 from ~~$101.67~~$178.81 million for the ~~three~~six months ended ~~December~~March 31, ~~2022.~~2023. The decrease in loan originations was primarily due to a decrease in ~~the amount of~~ commercial real estate, one- to four-family and ~~commercial business~~construction loans originated. The decrease was partially offset by increases in multi-family and ~~consumer~~commercial business loan originations. The Company generally sells longer-term fixed-rate one- to four-family mortgage loans for asset liability management purposes and to generate non-interest income. Sales of fixed-rate one- to four-family ~~mortgage~~ loans increased by ~~$2.64~~$2.53 million, or ~~227.6%~~71.3%, to ~~$3.8~~$6.07 million for the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024 from ~~$1.16~~$3.55 million for the ~~three~~six months ended ~~December~~March 31, ~~2022,~~2023, primarily due to an increase in one- to four-family construction loans refinancing to permanent ~~loans.~~loans and being sold into the secondary market.

For additional information on loans, see Note 4 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”

Premises and Equipment: Premises and equipment ~~decreased~~increased by ~~$58,000,~~$76,000, or ~~0.3%~~0.4%, to ~~$21.58~~$21.72 million at ~~December~~March 31, ~~2023~~2024 from $21.64 million at September 30, 2023. This ~~decrease~~increase was primarily due to additions from remodeling projects that were partially offset by scheduled depreciation.

OREO (Other Real Estate Owned): At ~~December~~March 31, ~~2023,~~2024, total OREO and other repossessed assets consisted of one land parcel with no recorded value. At September 30, 2023, total OREO and other repossessed assets consisted of two land parcels with no recorded value.

BOLI (Bank Owned Life Insurance): BOLI increased by ~~$156,000~~$312,000 or ~~0.7%~~1.4%, to ~~$23.12~~$23.28 million at ~~December~~March 31, ~~2023~~2024 from $22.97 million at September 30, 2023. The increase was due to net BOLI earnings, representing the increase in the cash surrender value of the BOLI policies.

Goodwill and CDI: The recorded amount of goodwill remained unchanged at $15.13 million at both ~~December~~March 31, ~~2023~~2024 and September 30, 2023. CDI decreased by ~~$56,000,~~$113,000, or ~~8.3%~~16.7%, to ~~$621,000~~$564,000 at ~~December~~March 31, ~~2023~~2024 from $677,000 at September 30, 2023 due to scheduled amortization. For additional information on goodwill and CDI, see Note 3 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”

Loan Servicing Rights, Net: Loan servicing rights, net decreased by ~~$199,000~~$407,000 or ~~9.4%~~19.2%, to ~~$1.92~~$1.72 million at ~~December~~March 31, ~~2023~~2024 from $2.12 million at September 30, 2023 primarily due to the amortization of servicing rights. The principal amount of loans serviced for Freddie Mac and SBA decreased by ~~$3.25~~$7.63 million to ~~$383.25~~$378.87 million at ~~December~~March 31, ~~2023~~2024 from $386.50 million at September 30, 2023.

Deposits: Deposits increased by ~~$66.13~~$77.62 million, or ~~4.2%~~5.0%, to ~~$1.63~~$1.64 billion at ~~December~~March 31, ~~2023~~2024 from $1.56 billion at September 30, 2023. The increase was primarily due to a ~~$79.81~~$122.12 million increase in money market account balances ~~an $18.81~~and a $53.85 million increase in certificates of deposit ~~balances and a $2.73 million increase in NOW checking account~~ balances. These increases were partially offset by a ~~$22.80~~$50.11 million decrease in NOW checking accounts balances, a $30.96 million decrease in non-interest bearing demand ~~accounts~~account balances and a ~~$12.42~~$17.28 million decrease in savings account balances. The increase in money market account balances was primarily due to several larger balance increases with commercial customers.

4243

Deposits consisted of the following at ~~December~~March 31, ~~2023~~2024 and September 30, 2023 (dollars in thousands):

		December 31, 2023							September 30, 2023				March 31, 2024								September 30, 2023
	Amount				Amount			Percent				Amount				Percent				Amount				Percent			Amount			Percent
Non-interest-bearing demand	Non-interest-bearing demand	$	433,065	26.6		26.6	%			$	455,864	29.2		29.2	%	Non-interest-bearing demand	$	424,906	25.9			25.9	%		$	455,864	29.2	29.2	%
NOW checking
Savings
Savings
Savings
Money market
Certificates of deposit under $250
Certificates of deposit under $250
Certificates of deposit under $250
Certificates of deposit $250 and over
Certificates of deposit - brokered
Total	Total	$	1,627,069	100.0		100.0	%			$	1,560,935	100.0		100.0	%	Total	$	1,638,554	100.0			100.0	%		$	1,560,935	100.0	100.0	%

FHLB Borrowings: The Company has short- and long-term borrowing lines with the FHLB with total credit available on the lines equal to 45% of the Bank's total assets, limited by available collateral. FHLB borrowings decreased to $20.00 million at ~~December~~March 31, ~~2023,~~2024, from $35.00 million at September 30, 2023. The borrowings consist of one $5.00 million short-term borrowing, with a scheduled maturity in September 2024, that bears interest at 5.52%, and one $5.00 million borrowing and one $10.00 million borrowing with scheduled maturities in May 2026, both of which bear interest at 3.95%.

Shareholders’ Equity: Total shareholders’ equity increased by ~~$4.30~~$5.61 million, or ~~1.8%~~2.4%, to ~~$237.37~~$238.68 million at ~~December~~March 31, ~~2023~~2024 from $233.07 million at September 30, 2023. The increase was primarily due to net income of ~~$6.30~~$12.00 million and proceeds of ~~$355,000~~$390,000 from the exercise of stock options ~~and~~along with a ~~$257,000~~$339,000 reduction in the accumulated other comprehensive loss category for the fair value adjustment on available for sale investment ~~securities .~~securities. This increase was partially offset by dividend payments to common shareholders of ~~$1.87~~$3.82 million, the repurchase of 112,117 shares of the Company's common stock for $3.03 million and a $488,000 adjustment to equity for the adoption of the new CECL accounting ~~standard, and the repurchase of 12,330 shares of the Company's common stock for $362,000 during the current quarter.~~standard.

4344

Asset Quality and Commercial Real Estate Portfolio Breakdown:

Non-performing assets to total assets was ~~0.18%~~0.19% at ~~December~~March 31, ~~2023~~2024 and 0.09% at September 30, 2023. ~~Total non-performing~~Non-performing assets increased by ~~$1.86~~$2.09 million, or ~~116.2%~~130.8%, to ~~$3.45~~$3.68 million at ~~December~~March 31, ~~2023~~2024 from $1.60 million at September 30, 2023. The increase in non-performing assets was primarily due to a ~~$1.85~~$2.09 million increase in non-accrual loans, with the largest increases occurring in the commercial business and ~~a $3,000 increase in non-accrual investment securities.~~commercial real estate portfolios.

The following table sets forth information with respect to the Company’s non-performing assets at ~~December~~March 31, ~~2023~~2024 and September 30, 2023 (dollars in thousands):

December 31,
2023

September 30,
2023

March 31,
2024

September 30,
2023

Loans accounted for on a non-accrual basis:

Mortgage loans:

One- to four-family (1)

Commercial

Construction – custom and owner/builder

Consumer loans:

Home equity and second mortgage

Commercial business loans

Total loans accounted for on a non-accrual basis

Accruing loans which are contractually past due 90 days or more

Total of non-accrual and 90 days or more past due loans

Non-accrual investment securities

Total non-performing assets (2)

TDRs on accrual status (3)

Non-accrual and 90 days or more past due loans as a percentage of loans receivable

0.25

0.11

0.26

0.11

Non-accrual and 90 days or more past due loans as a percentage of total assets

0.18

0.08

0.19

0.08

Non-performing assets as a percentage of total assets

0.18

0.09

0.19

0.09

Loans receivable (4)

Total assets

(1) As of ~~December~~March 31, ~~2023 and~~2024, there was one one- to four-family property in the process of foreclosure. At September 30, 2023, there were no one- to four-family properties in the process of foreclosure.

(2) Does not include TDRs on accrual status as of September 30, 2023. For more information regarding TDRs please see Note 4 of the Notes to Unaudited Financial Statements contained in "Item 1 Financial Statements".

(3) Does not include TDRs ~~totaling $0 reported as~~on non-accrual ~~loans~~status at September 30, 2023. For more information regarding TDRs please see Note 4 of the Notes to Unaudited Financial Statements contained in "Item 1 Financial Statements".

(4) Does not include loans held for ~~sale, and loan~~sale. Loan balances are before any reduction of the ACL.

4445

The following tables provide a breakdown of commercial real estate ("CRE") loans by collateral types as of ~~December~~March 31, ~~2023~~2024 and September 30, 2023:

CRE Loan Portfolio Breakdown by Collateral at December 31, 2023

CRE Loan Portfolio Breakdown by Collateral at March 31, 2024

($ in thousands)

Collateral Type

Balance

Percent of CRE Portfolio

Percent of Total Loan Portfolio

Average Balance per Loan

Non-Accrual

Collateral Type

Balance

Percent of CRE Portfolio

Percent of Total Loan Portfolio

Average Balance per Loan

Non-Accrual

Industrial warehouse

Medical/dental offices

Office buildings

Other retail buildings

Mini-storage

Hotel/motel

Restaurants

Gas stations/convenience stores

Nursing homes

Mobile home parks

Shopping centers

Mobile home parks

Churches

Other

Total CRE


CRE Loan Portfolio Breakdown by Collateral at September 30, 2023
($ in thousands)
Collateral Type	Balance		Percent of CRE Portfolio		Percent of Total Loan Portfolio		Average Balance per Loan		Non-Accrual
Industrial warehouse	$	115,804	20	%	8	%	$	1,135	$	195
Medical/dental offices	76,498		14		5	%	1,319		—
Office buildings	66,108		12		5	%	760		—
Other retail buildings	51,730		9		4	%	545		—
Hotel/motel	30,718		5		2	%	3,072		—
Mini-storage	27,750		5		2	%	1,156		—
Restaurants	27,640		5		2	%	564		—
Gas stations/convenience stores	21,588		4		1	%	939		—
Nursing homes	18,051		3		1	%	3,008		—
Shopping centers	10,790		2		1	%	2,158		—
Mobile home parks	9,696		2		1	%	510		—
Churches	7,253		1		1	%	484		—
Other	104,639		18		7	%	731		488
Total CRE	$	568,265	100	%	40	%	$	893	$	683

4546

Comparison of Operating Results for the Three and Six Months Ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023

Net income decreased by ~~$1.21 million,~~$955,000, or ~~16.1%~~14.3%, to ~~$6.30~~$5.71 million for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~$7.51~~$6.66 million for the quarter ended ~~December~~March 31, ~~2022.~~2023. Net income per diluted common share decreased by ~~$0.13,~~$0.10, or ~~14.4%~~12.5%, to ~~$0.77~~$0.70 for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~$0.90~~$0.80 for the quarter ended ~~December~~March 31, ~~2022.~~2023. The decreases in net income and net income per diluted common share for the three months ended ~~December~~March 31, ~~2023~~2024, were primarily due to a ~~$1.74~~$1.52 million decrease in net interest income, ~~and an $89,000~~a $47,000 increase in non-interest ~~expense..~~expense and a $21,000 decrease in non-interest income. This decrease was partially offset by a ~~$93,000 increase in non-interest income, a $189,000~~$394,000 decrease in the provision for credit losses and a ~~$335,000~~$235,000 decrease in the provision for income taxes.

Net income decreased by $2.17 million, or 15.3%, to $12.00 million for the six months ended March 31, 2024 from $14.17 million for the six months ended March 31, 2023. Net income per diluted common share decreased by $0.23, or 13.5% to $1.47 for the six months ended March 31, 2024 from $1.70 for the six months ended March 31, 2023. The decreases in net income and net income per diluted common share were due to a $3.26 million decrease in net interest income and a $136,000 increase in non-interest expense. This decrease was partially offset by a $583,000 decrease in the provision for credit losses, a $571,000 decrease in the provision for income taxes and a $72,000 increase in non-interest income.

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

Net Interest Income: Net interest income decreased by ~~$1.74~~$1.52 million, or ~~9.8%~~8.8%, to ~~$16.00~~$15.64 million for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~$17.74~~$17.15 million for the quarter ended ~~December~~March 31, ~~2022.~~2023. This decrease was primarily due to an increase in the weighted average cost of interest-bearing liabilities to ~~2.22%~~2.50% at ~~December~~March 31, ~~2023~~2024 from ~~0.50%~~0.84% at ~~December~~March 31, ~~2022~~2023 and, to a lesser extent, a ~~$67.35~~$131.60 million increase in the average balance of total interest-bearing liabilities. Partially offsetting the increase in funding costs, was an increase in the average yields of interest-earning assets to ~~5.07%~~5.16% for the current quarter from ~~4.34%~~4.51% at ~~December~~March 31, ~~2022,~~2023 and a ~~$16.18~~$87.60 million increase in average total ~~interest-bearing~~interest-earning assets.

Total interest and dividend income increased by ~~$3.38~~$3.77 million, or ~~17.7%~~19.4%, to ~~$22.50~~$23.16 million for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~$19.11~~$19.39 million for the quarter ended ~~December~~March 31, ~~2022,~~2023, primarily due to increases in the average yield and average balance of loans receivable, and the average yields on interest-bearing deposits in banks and CDs, and investment securities. These increases were partially offset by a decrease in the average balance of interest-bearing deposits in banks and ~~CDs.~~CDs, and investment securities.

The average balance of total interest-earning assets increased by ~~$16.18~~$87.60 million, or ~~0.9%~~5.1%, to ~~$1.78~~$1.81 billion for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~$1.76~~$1.72 billion for the quarter ended ~~December~~March 31, ~~2022.~~2023. The ~~average balance of investment securities decreased by $13.19 million, or 4.1% and the~~ average balance of loans receivable increased by ~~$168.60~~$164.55 million, or ~~14.5%~~13.7%, which was partially offset by a decrease in the average balance of investment securities of $42.13 million, or 12.6% and a decrease in the average balance of interest-bearing deposits in banks and CDs of ~~$140.19~~$34.63 million, or ~~52.6%~~19.5% between the periods. During ~~the quarter~~both quarters ended ~~December~~March 31, 2023, the accretion of the purchase accounting fair value discount on acquired loans increased interest income on loans by $10,000 compared to $28,000 for the quarter ended December 31, 2022. The incremental accretion will change during any period based on the volume of prepayments but is expected to decrease over time as the balance of the net discount declines. During the quarter ended December 31,2024 and 2023, there was a total of ~~$142,000~~$99,000 of pre-payment penalties, non-accrual interest and late fees collected ~~compared to $120,000 collected for the quarter ended December 31, 2022.~~. The average yield on interest-earning assets increased by 7365 basis points to ~~5.07%~~5.16% for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~4.34%~~4.51% for the quarter ended ~~December~~March 31, ~~2022.~~2023. The average yield on interest-bearing deposits in banks and CDs and on investment securities increased ~~176~~109 basis points and 2215 basis points to ~~5.35%~~5.39% and ~~2.96%~~3.09%, respectively, for the quarter ended ~~December~~March 31, ~~2023~~2024 compared to the quarter ended ~~December~~March 31, ~~2022,~~2023, while the average yield on loans receivable increased 5559 basis points to ~~5.52%~~5.57% during the same period.

Total interest expense increased by ~~$5.12~~$5.29 million, or ~~374.2%~~236.4%, to ~~$6.49~~$7.52 million for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~$1.37~~$2.24 million for the quarter ended ~~December~~March 31, ~~2022.~~2023. The increase in interest expense was due to an increase in the average cost and, to a lesser extent, an increase in the average balance of interest-bearing liabilities, primarily deposits. The average cost of interest-bearing liabilities increased to ~~2.22%~~2.50% for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~0.50%~~0.84% for the quarter ended ~~December~~March 31, ~~2022.~~2023. The average balance of interest-bearing liabilities increased by ~~$67.35~~$131.60 million, or ~~6.2%~~12.2%, to ~~$1.16~~$1.21 billion for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~$1.09~~$1.08 billion for the quarter ended ~~December~~March 31, ~~2022,~~2023, primarily due to ~~decreases~~increases in the average balances of ~~NOW checking, saving and~~ money market accounts, certificate of deposit accounts and borrowings, partially offset by ~~an increase~~decreases in the average balance of ~~certificate of deposit~~NOW checking accounts, and ~~borrowings.~~savings accounts.

Interest expense on deposits increased by ~~$4.77~~$5.07 million, or ~~348.7%~~226.5%, to ~~$6.14~~$7.30 million for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~$1.37~~$2.24 million for the quarter ended ~~December~~March 31, ~~2022,~~2023, driven by an increase in the average cost of interest-bearing deposits in all categories and an increase in the average balance of money market accounts and certificates of deposit. The average cost of interest bearing deposits increased ~~113~~166 basis points to ~~2.17%~~2.50% for the three months ended ~~December~~March 31, ~~2023,~~2024, which included a ~~297~~212 basis point increase in the cost of certificates of deposit, including brokered certificates of deposit, to ~~4.16%~~4.34%, compared to the same period last year. The average balance of certificates of deposit increased ~~$175.89~~$165.06 million, or ~~129.8%~~96.8%, to ~~$311.35~~$335.60 million

for the three months ended ~~December~~March 31, ~~2023,~~2024, compared to the same period last year, which includes ~~$42.73~~$40.40 million in brokered certificates of deposit.

Interest expense on borrowing increased to ~~$348,000~~$220,000 for the quarter ended ~~December~~March 31, ~~2023,~~2024, compared to none for the quarter ended ~~December~~March 31, ~~2022.~~2023. The average balance of borrowing was ~~$28.80~~$20.0 million and the average rate paid on borrowings was ~~4.05%~~4.42% for the quarter ended ~~December~~March 31, ~~2023.~~2024.

As a result of the increase in interest expense, the net interest margin ("NIM") decreased to ~~3.60%~~3.48% for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~4.03%~~3.99% for the quarter ended ~~December~~March 31, ~~2022.~~2023.

Net income decreased $2.17 million or 15.3% to $12.00 million for the six months ended March 31, 2024 from $14.17 million for the six months ended March 31, 2023. The decrease in net income was primarily due to a $3.26 million decrease in net interest income and a $136,000 increase in non-interest expense. This decrease was partially offset by a $583,000 decrease in the provision for credit losses, a $571,000 decrease in the provision for income taxes and a $72,000 increase in non-interest income.

Total interest and dividend income increased $7.15 million, or 18.6%, to $45.65 million for the six months ended March 31, 2024 from $38.50 million for the six months ended March 31, 2023, primarily due to increases in the average yield and average balance of loans receivable, and the average yields on interest-bearing deposits in banks and CDs and investment securities. These increases were partially offset by a decrease in the average balances of interest-bearing deposits in banks and CDs, and investment securities.

Total interest expense increased by $10.41 million, or 288.6% to $14.01 million for the six months ended March 31, 2024 from $3.61 for the six months ended March 31, 2023. The increase in interest expense was due to an increase in the average cost and, to a lesser extent, an increase in the average balance of interest-bearing liabilities, primarily deposits.

NIM decreased to 3.53% for the six months ended March 31, 2024 from 4.02% for the six months ended March 31, 2023.

Average Balances, Interest and Average Yields/Cost

The following tables set forth, for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities and average yields and costs. Such yields and costs for the periods indicated are derived by dividing income or expense by the average daily balance of assets or liabilities, respectively, for the periods presented (dollars in thousands).

Three Months Ended December 31,
2023 2022
Average
Balance Interest and
Dividends Yield/
Cost Average
Balance Interest and
Dividends Yield/
Cost
Interest-earning assets:
Loans receivable (1)(2) $ 1,332,971 $ 18,395 5.52 % $ 1,164,369 $ 14,457 4.97 %
Investment securities (2) 310,183 2,311 2.96 323,368 2,214 2.74
Dividends from mutual funds, FHLB stock and other investments 6,981 91 5.19 6,028 51 3.38
Interest-bearing deposits in banks and CDs 126,253 1,699 5.35 266,439 2,390 3.59
Total interest-earning assets 1,776,388 22,496 5.07 1,760,204 19,112 4.34
Non-interest-earning assets 81,612 84,806
Total assets $ 1,858,000 $ 1,845,010
Interest-bearing liabilities:
Savings $ 220,042 121 0.22 $ 279,832 82 0.12
Money market 224,939 1,329 2.34 239,424 321 0.53
NOW checking 376,682 1,435 1.51 439,750 498 0.45
Certificates of deposit 268,628 2,681 3.97 135,467 468 1.37
Brokered CDs 42,725 578 5.38 — — —
Short-term borrowings 13,804 195 5.62 — — —
Long-term borrowings 15,000 153 4.06 — — —
Total interest-bearing liabilities 1,161,820 6,492 2.22 1,094,473 1,369 0.50
Non-interest-bearing deposits 450,027 519,307
Other liabilities 11,878 11,002
Total liabilities 1,623,725 1,624,782
Shareholders' equity 234,275 220,228
Total liabilities and
shareholders' equity $ 1,858,000 $ 1,845,010
Net interest income $ 16,004 $ 17,743
Interest rate spread 2.85 % 3.84 %
Net interest margin (3) 3.60 % 4.03 %
Ratio of average interest-earning assets to average interest- bearing liabilities 152.90 % 160.83 %


	Three Months Ended March 31,
	2024						2023
	Average Balance		Interest and Dividends		Yield/ Cost		Average Balance		Interest and Dividends		Yield/ Cost
Interest-earning assets:
Loans receivable (1)(2)	$	1,365,417	$	18,909	5.57	%	$	1,200,872	$	14,950	4.98	%
Investment securities (2)	292,155		2,246		3.09		334,280		2,460		2.94
Dividends from mutual funds, FHLB stock and other investments	5,848		82		5.64		6,037		64		4.24
Interest-bearing deposits in banks and CDs	143,121		1,919		5.39		177,748		1,913		4.30
Total interest-earning assets	1,806,541		23,156		5.16		1,718,937		19,387		4.51
Non-interest-earning assets	81,337						84,072
Total assets	$	1,887,878					$	1,803,009

Interest-bearing liabilities:
Savings	$	214,233	124		0.23		$	274,877	97		0.14
Money market	270,623		2,115		3.14		218,718		366		0.68
NOW checking	367,924		1,469		1.61		412,642		841		0.83
Certificates of deposit	295,202		3,051		4.16		170,547		932		2.22
Brokered CDs	40,402		542		5.40		—		—		—
Short-term borrowings	5,001		70		5.63		6		—		5.43
Long-term borrowings	15,000		150		4.02		—		—		—
Total interest-bearing liabilities	1,208,385		7,521		2.50		1,076,790		2,236		0.84
Non-interest-bearing deposits	431,826						492,294
Other liabilities	10,182						9,136
Total liabilities	1,650,393						1,578,220
Shareholders' equity	237,485						224,789
Total liabilities and
shareholders' equity	$	1,887,878					$	1,803,009

Net interest income			$	15,635					$	17,151

Interest rate spread					2.66	%					3.67	%
Net interest margin (3)					3.48	%					3.99	%
Ratio of average interest-earning assets to average interest- bearing liabilities					149.50	%					159.64	%

_______________

(1)Does not include interest on loans on non-accrual status. Includes loans held for sale. Amortized net deferred loan fees, late fees, extension fees, prepayment penalties, and the accretion of the fair value discount on loans are included with interest and dividends.

(2)Average balances include loans and investment securities on non-accrual status.

(3)Net interest income divided by total average interest-earning assets, annualized.


	Six Months Ended March 31,
	2024						2023
	Average Balance		Interest and Dividends		Yield/ Cost		Average Balance		Interest and Dividends		Yield/ Cost
Interest-earning assets:
Loans receivable (1)(2)	$	1,349,105	$	37,304	5.53	%	$	1,182,420	$	29,407	4.97	%
Investment securities (2)	301,218		4,556		3.03		326,783		4,674		2.86
Dividends from mutual funds, FHLB stock and other investments	6,418		173		5.39		6,032		115		3.81
Interest-bearing deposits in banks and CDs	134,643		3,618		5.37		222,569		4,304		3.87
Total interest-earning assets	1,791,384		45,651		5.10		1,737,804		38,500		4.43
Non-interest-earning assets	81,473						86,171
Total assets	$	1,872,857					$	1,823,975

Interest-bearing liabilities:
Savings	$	217,153	245		0.23		$	277,382	178		0.13
Money market	247,656		3,444		2.78		229,185		688		0.60
NOW checking	372,327		2,903		1.56		426,345		1,340		0.63
Certificates of deposit	281,842		5,731		4.07		152,814		1,400		1.84
Brokered CDs	41,570		1,121		5.39		—		—		—
Short-term borrowings	9,427		265		5.62		3		—		5.43
Long-term borrowings	15,000		303		4.04		—		—		—
Total interest-bearing liabilities	1,184,975		14,012		2.37		1,085,729		3,606		0.67
Non-interest-bearing deposits	440,976						505,949
Other liabilities	11,035						9,813
Total liabilities	1,636,986						1,601,491
Shareholders' equity	235,871						222,484
Total liabilities and
shareholders' equity	$	1,872,857					$	1,823,975

Net interest income			$	31,639					$	34,894

Interest rate spread					2.73	%					3.76	%
Net interest margin (3)					3.53	%					4.02	%
Ratio of average interest-earning assets to average interest- bearing liabilities					151.17	%					160.06	%

_______________

(2)Average balances include loans and investment securities on non-accrual status.

(3)Net interest income divided by total average interest-earning assets, annualized.

Rate Volume Analysis

The following table sets forth the effects of changing rates and volumes on the net interest income of the Company. Information is provided with respect to the (i) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate), (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) the net change (sum of the prior columns). Changes in rate/volume have been allocated to rate and volume variances based on the absolute values of each (dollars in thousands).

Three months ended
March 31, 2024
compared to three months
ended March 31, 2023
increase (decrease) due to

Six months ended
March 31, 2024
compared to six months
ended March 31, 2023
increase (decrease) due to

Rate

Volume

Net
Change

Rate

Volume

Net
Change

Interest-earning assets:

Loans receivable and loans held for sale

Investment securities

Dividends from mutual funds, FHLB stock and other investments

Interest-bearing deposits in banks and CDs

Total net increase in income on interest-earning assets

Interest-bearing liabilities:

Savings

Money market

NOW checking

Certificates of deposit

Short term FHLB borrowings

Long-term borrowings

Total net increase in expense on interest-bearing liabilities

Net decrease in net interest income

Provision for Credit Losses: ~~A net $336,000~~An $81,000 provision for credit losses was recorded for the quarter ended ~~December~~March 31, ~~2023, which consisted~~2024, consisting of a ~~$379,000~~$166,000 provision for credit losses on loans which was primarily due to an increase in loans receivable, a ~~$10,000 recapture of~~$3,000 provision for credit losses on investment securities, ~~which is primarily due to maturities~~ and ~~principal payments, and a $33,000~~an $88,000 recapture of credit losses on unfunded commitments which iswas primarily due to a decrease in the ~~change in mix~~balance of unfunded loan commitments. ~~There was a $525,000~~A $475,000 provision ~~made~~ for loan losses, under the prior incurred loan loss method, was recorded for the quarter ended ~~December~~March 31, ~~2022.~~ 2023.

The Company adopted the CECL methodology as of October 1, 2023, which resulted in one-time upward adjustments to the ACL on loans of $461,000, to the ACL on investment securities of $92,000, and to the ACL on unfunded commitments of $65,000, resulting in an after-tax decrease to opening retained earnings of $488,000. Amounts reported prior to October 1, 2023 were calculated using the previous incurred loss methodology to compute our allowance for ~~credit~~loan losses, which is not directly comparable to the ~~new~~ACL calculated under the CECL methodology. The provision for credit losses for the three months ended ~~December~~March 31, ~~2023 also~~2024 reflects assumptions related to forecasts concerning the economic environment as a result of local, national and global events, including recent bank failures. In addition, expected loss estimates consider

various factors, including customer specific information, changes in risk ratings, projected delinquencies, and the impact of economic conditions on ~~borrowers~~borrowers' ability to repay.

We recorded a $417,000 provision for credit losses for the six months ended March 31, 2024, consisting of a $545,000 provision for credit losses on loans which was primarily due to an increase in loans receivable, a $7,000 recapture of credit losses on investment securities which was primarily due to maturities and principal repayments, and a $121,000 recapture of credit losses on unfunded loan commitments which was primarily due to a decrease in the amount of unfunded loan

commitments. There was a $1.00 million provision for loan losses, calculated under the prior incurred loan loss method, recorded for the six months ended March 31, 2023.

For the quarter ended ~~December~~March 31, ~~2023,~~2024, net charge-offs were ~~$2,000~~$3,000 compared to ~~a $1,000 recovery~~$6,000 for the quarter ended ~~December~~March 31, ~~2022.~~2023. Non-accrual loans increased by ~~$1.85~~$2.09 million, or ~~122.3%~~138.1%, to ~~$3.36~~$3.61 million at ~~December~~March 31, ~~2023~~2024 from $1.51 million at September 30, 2023. At ~~December~~March 31, ~~2023,~~2024, non-accrual loans increased by ~~$1.32~~$1.64 million, or ~~64.7%~~83.1%, to ~~$3.36~~$3.61 million from ~~$2.04~~$1.97 million at ~~December~~March 31, ~~2022.~~2023. Total delinquent loans (past due 30 days or more) and non-accrual loans increased by ~~$1.94~~$2.54 million, or ~~116.4%~~152.3%, to ~~$3.60~~$4.20 million at ~~December~~March 31, ~~2023,~~2024, from $1.67 million at September 30, 2023 and increased by ~~$1.35~~$2.01 million, or ~~59.9%~~91.8%, from ~~$2.25~~$2.19 million one year ago.

The ~~$423,000~~$367,000 balance of SBA PPP loans was omitted from the Company's normal allowance for credit losses calculation at ~~December~~March 31, ~~2023,~~2024, as these loans are fully guaranteed by the SBA and management expects that most PPP borrowers will seek full or partial forgiveness of their loan obligations from the SBA within a short time frame, which will in turn reimburse the Bank for the amount forgiven.

While management believes the estimates and assumptions used in ~~the~~its determination of the adequacy of the ACL are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future provisions will not exceed the amount of past provisions or that any increased provisions ~~that may be required~~ will not have a material adverse impact on our financial condition and results of operations. A further decline in national and local economic conditions, as a result of the effects of inflation, ~~and~~ a potential recession or slowed economic growth, among other factors, could result in a material increase in the ACL and have a material adverse impact on the financial condition and results of operations. In addition, the determination of the amount of the ACL is subject to review by bank regulators as part of the routine examination process, which may result in the adjustment of reserves based upon their judgment of information available to them at the time of their examination and have a material adverse impact on the financial condition and results of operations.

In accordance with GAAP, acquired loans are recorded at their estimated fair value, which results in a net discount to the loan's contractual amounts, of which a portion reflects a discount for possible credit losses. Credit discounts are included in the determination of fair value. With the adoption of CECL, ~~the~~purchased loans are evaluated for impairment in the same manner as the rest of the loan portfolio. The remaining fair value discount associated ~~with $11.2 million in~~acquired loans ~~that were acquired in the South Sound Acquisition~~ was ~~$182,000~~$172,000 at ~~December~~March 31, ~~2023.~~2024. This discount will continue to accrete into income as these loans continue to pay down.

For additional information, see Note 4 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”

Non-interest Income: Total non-interest income ~~increased~~decreased by ~~$93,000,~~$21,000, or ~~3.4%~~0.8%, to ~~$2.80~~$2.62 million for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~$2.71~~$2.64 million for the quarter ended ~~December~~March 31, ~~2022.~~2023. This decrease was primarily due to a $63,000 decrease in ATM and debit card interchange transaction fees. This decrease was partially offset by a $95,000 increase in service charges on deposits.

Total non-interest income for the six months ended March 31, 2024 increased $72,000, or 1.4%, to $ 5.41 million from $5.34 million for the six months ended March 31, 2023. This increase was primarily due to a ~~$76,000~~$171,000 increase in service charges on deposits, a ~~$57,000~~$53,000 increase in ~~net~~ gain on ~~sales~~sale of loans and smaller increases in several other categories. These increases were partially offset by ~~small~~a $50,000 decrease in ATM and debit card interchange transaction fees and smaller decreases in several other categories. The increase in net gain on sales of loans was primarily due to an increase in the dollar amount of fixed-rate one- to four-family loans originated and sold during the current quarter reflecting a slight increase in refinance activity compared to the same period last year. These increases were partially offset by small decreases in several other categories.catergories.

Non-interest Expense: Total non-interest expense increased by ~~$89,000,~~$47,000, or ~~0.8%~~0.4%, to ~~$10.62~~$10.99 million for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~$10.54~~$10.94 million for the quarter ended ~~December~~March 31, ~~2022.~~2023. This increase was primarily due to increased expenses of ~~$185,000~~$160,000 in technology and communications, ~~expense, $132,000~~$112,000 in ATM and debit card interchange ~~expense, $86,000~~transaction fees and $80,000 in ~~FDIC insurance~~premises and ~~smaller increases in several other categories,~~equipment, which were partially offset by a ~~$176,000~~$154,000 decrease in professional fees expense and smaller decreases in several categories. The increase in technology and communications expense was primarily due to the addition of several technology products and increased processing volumes. The increase in FDIC insurance was due to an increase in deposit insurance rates by the FDIC in January 2023.fees. The efficiency ratio for the current quarter was ~~56.50%~~60.22% compared to ~~51.52%~~55.31% for the comparable quarter one year ago. The ~~deterioration~~change in the efficiency ratio was due to lower total revenue coupled with slightly higher non-interest expense.

Total non-interest expense increased $136,000, or 0.6%, to $21.62 million for the six months ended March 31, 2024 from $21.48 million for the six months ended March 31, 2023. This increase was primarily due increased expenses of $346,000 in technology and communications, $244,000 in ATM and debit card interchange transaction fees and $129,000 in premises and equipment which were partially offset by a $330,000 decrease in professional fees.

Provision for Income Taxes: The provision for income taxes decreased by ~~$335,000,~~$235,000, or ~~17.8%~~13.8%, to ~~$1.55~~$1.47 million for the quarter ended ~~December~~March 31, ~~2023~~2024 from ~~$1.88~~$1.71 million for the quarter ended ~~December~~March 31, ~~2022.~~2023. The decrease in the provision for income taxes was primarily due to lower pre-tax income. The Company's effective income tax rate was ~~19.6%~~20.5% for the quarter ended ~~December~~March 31, ~~2023~~2024 and ~~20.0%~~20.4% for the quarter ended ~~December~~March 31, ~~2022.~~2023. The provision for income taxes decreased by $571,000, or 15.9%, to $3.02 million for the six months ended March 31, 2024 from $3.59 million for the six months ended March 31, 2023. The decrease was primarily due to lower pre-tax income. The Company's effective tax rate was 20.0% for the six months ended March 31, 2024 compared to 20.2% for the six months ended March 31, 2023.

Liquidity

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

The Bank must maintain an adequate level of liquidity to help ensure the availability of sufficient funds to fund its operations. The Bank generally maintains sufficient cash and short-term investments to meet short-term liquidity needs. At ~~December~~March 31, ~~2023,~~2024, the Bank's regulatory liquidity ratio (net cash, and short-term and marketable assets, as a percentage of net deposits and short-term liabilities) was ~~13.07%~~13.22%. ~~At December 31, 2023, the~~The Bank ~~maintained an uncommitted~~maintains a credit facility with the FHLB that ~~provided~~provides for immediately available borrowings up to an aggregate amount equal to 45% of total assets, limited by available ~~collateral, under~~collateral. At March 31, 2024, the Bank had a total of $596.00 million available for borrowings with the FHLB of which $20.00 million was outstanding. The Bank ~~had $576.42 million available for borrowings with the FHLB at December 31, 2023. The Bank~~ maintains ~~two~~a short-term borrowing ~~lines~~line with the FRB with total credit based on eligible collateral: Borrower-in-Custody ("BIC") ~~and Bank Term Funding Program ("BTFP")~~. At ~~December~~March 31, ~~2023,~~2024, the Bank had no outstanding balance on the BIC line, under which ~~$74.03 million was available for future borrowings. At December 31, 2023, the Bank had no outstanding balance on the BTFP line, under which $20.00~~$111.22 million was available for future borrowings. The Bank also maintains a $50.00 million overnight borrowing line with Pacific Coast Bankers' Bank ("PCBB"). At ~~December~~March 31, ~~2023,~~2024, the Bank did not have an outstanding balance on this borrowing line. Subject to market conditions, the Bank expects to utilize these borrowing facilities from time to time in the future to fund loan originations and deposits withdrawals, to satisfy other financial commitments, repay maturing debt and to take advantage of investment opportunities to the extent feasible.

Liquidity management is both a short and long-term responsibility of the Bank's management. The Bank adjusts its investments in liquid assets based upon management's assessment of (i) expected loan demand, (ii) projected loan sales, (iii) expected deposit flows, and (iv) yields available on interest-bearing deposits. Excess liquidity is invested generally in interest-bearing overnight deposits, CDs held for investment and short-term government and agency obligations. If the Bank requires funds beyond its ability to generate them internally, it has additional borrowing capacity with the FHLB, the FRB and PCBB.

The Bank's primary investing activity is the origination of loans and, to a lesser extent, the purchase of investment securities. During the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022,~~2023, the Bank originated ~~$88.93~~$128.30 million and ~~$101.67~~$178.81 million of loans, respectively. At ~~December~~March 31, ~~2023,~~2024, the Bank had ~~loan~~undisbursed lines of credit and commitments to extend credit totaling ~~$147.06~~$154.99 million and undisbursed construction loans in process totaling ~~$104.68~~$77.50 million. Investment securities purchased during the ~~three~~six months ended ~~December~~March 31, 2024 and 2023 ~~and 2022~~ totaled ~~$1.92~~$24.13 million and ~~$31.31~~$32.60 million, respectively.

The Bank’s liquidity is also affected by the volume of loans sold and loan principal payments. During the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024 and ~~2022,~~2023, the Bank sold ~~$9.60~~$11.87 million and ~~$1.16~~$3.55 million, respectively, in loans and loan participation interests. During the ~~three~~six months ended ~~December~~March 31, 2024 and 2023, the Bank received ~~$44.35~~$84.00 million and $179.94 million in principal ~~repayments. During the three months ended December 31, 2022, the Bank received $50.71 million in principal repayments.~~repayments, respectively.

The Bank's liquid assets in the form of cash and cash equivalents, CDs held for investment, and investment securities available for sale (including equity securities) increased to ~~$211.76~~$254.14 million at ~~December~~March 31, ~~2023~~2024 from $186.49 million at September 30, 2023. CDs that are scheduled to mature in less than one year from ~~December~~March 31, ~~2023~~2024 totaled ~~$274.31~~$301.37 million. Historically, the Bank has been able to retain a significant amount of its deposits as they mature.

Capital expenditures are incurred on an ongoing basis to expand and improve the Bank's product offerings, enhance and modernize technology infrastructure, and to introduce new technology-based products to compete effectively in the various markets. Capital expenditure projects are evaluated based on a variety of factors, including expected strategic impacts (such as forecasted impact on revenue growth, productivity, expenses, service levels and customer retention) and the expected return on investment. The amount of capital investment is influenced by, among other things, current and projected demand for services and products, cash flow generated by operating activities, cash required for other purposes and regulatory considerations.

Based on current objectives, there are no projects scheduled for capital investments in premises and equipment during the remaining ~~nine~~six months ending September 30, 2024 that would materially impact liquidity.

For the remaining ~~nine~~six months in the year ending September 30, 2024, the Bank projects that fixed commitments will include ~~$250,000~~$167,000 of operating lease payments. One FHLB borrowing totaling $5.00 million will mature during the fiscal year 2024. In addition, at ~~December~~March 31, ~~2023,~~2024, there were other future obligations and accrued expenses of ~~$8.88~~$8.28 million.

The Bank's management believes that the liquid assets combined with the available lines of credit provide adequate liquidity to meet current financial obligations for at least the next 12 months.

Timberland Bancorp is a separate legal entity from the Bank and must provide for its own liquidity and pay its own operating expenses. In addition to is operating expenses, Timberland Bancorp is responsible for paying any dividends declared, if any, to its shareholders and funds paid for Company stock repurchases. Sources of capital and liquidity for Timberland Bancorp include distributions from the Bank and the issuance of debt or equity securities, although there are regulatory restrictions on the ability of the Bank to pay dividends. At ~~December~~March 31, ~~2023,~~2024, Timberland Bancorp (on an unconsolidated basis) had liquid assets of ~~$1.01 million.~~$962,000.

The Company currently expects to continue the current practice of paying quarterly cash dividends on common stock subject to the Board of Directors' discretion to modify or terminate this practice at any time and for any reason without prior notice. The current quarterly common stock dividend rate is $0.24 per share, as approved by the Board of Directors, which is a dividend rate per share that enables the Company to balance multiple objectives of managing and investing in the Bank and returning a substantial portion of cash to shareholders. Assuming continued payment during fiscal year 2024 at the rate of $0.24 per share, the average total dividend paid each quarter would be approximately ~~$1.95~~$1.93 million based on the number of current outstanding shares at ~~December~~March 31, ~~2023~~2024 (which assumes no ~~increases or decrease~~change in the number of shares).

In addition, from time to time, our Board of Directors has authorized stock repurchase plans. In general, stock repurchase plans allow us to proactively manage our capital position and return excess capital to shareholders. Shares purchased under such plans may also provide us with shares of common stock necessary to satisfy obligations related to stock compensation awards. On July 25, 2023, the Company announced the adoption of a new stock repurchase program pursuant to which the Company may repurchase up to 404,708 shares of Company common stock, of which ~~361,812~~262,025 shares remained available for future purchases as of ~~December~~March 31, ~~2023.~~2024. The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. The repurchase program does not obligate the Company to purchase any particular number of shares.

Capital Resources

The Bank, as a state-chartered, federally insured savings bank, is subject to the capital requirements established by the FDIC. Under the FDIC's capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.

~~Based on its capital levels at December 31, 2023, the Bank exceeded all regulatory capital requirements.~~ Consistent with the Bank's goals to operate a sound and profitable organization, it is the Bank's policy to maintain a "well-capitalized" status under the regulatory capital categories of the FDIC. Based on capital levels at ~~December~~March 31, ~~2023,~~2024, the Bank was considered to be "well-capitalized" under applicable regulatory requirements. Management monitors the capital levels to provide for current and future business opportunities and to maintain the Bank's "well-capitalized" status.

5154

The following table compares the Bank’s actual capital amounts at ~~December~~March 31, ~~2023~~2024, to its minimum regulatory capital requirements at that date (dollars in thousands):

	Actual					Actual					Regulatory Minimum To Be “Adequately Capitalized”						To Be “Well Capitalized” Under Prompt Corrective Action Provisions							Actual						Regulatory Minimum To Be “Adequately Capitalized”					To Be “Well Capitalized” Under Prompt Corrective Action Provisions
		Amount		Ratio				Amount				Ratio			Amount				Ratio		Amount					Ratio			Amount				Ratio			Amount		Ratio
Leverage Capital Ratio:	Leverage Capital Ratio:														Leverage Capital Ratio:
Tier 1 capital	Tier 1 capital	$222,238	12.06		12.06		%		$73,718	4.00			4.00	%		$92,147		5.00		5.00	%	Tier 1 capital	$223,671		11.92		11.92	%			$75,081	4.00		4.00	%		$93,851	5.00	5.00	%
Risk-based Capital Ratios:
Common equity Tier 1 capital
Common equity Tier 1 capital
Common equity Tier 1 capital
Tier 1 capital
Total capital

In addition to the minimum common equity Tier 1 ("CET1"), Tier 1 and total capital ratios, the Bank is required to maintain a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of retained income that could be utilized for such actions. At ~~December~~March 31, ~~2023,~~2024, the Bank's CET1 capital exceeded the required capital conservation buffer.

Timberland Bancorp, Inc. is a bank holding company registered with the Federal Reserve. Bank holding companies are subject to capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve. For a bank holding company with less than $3.0 billion in assets (as of June 30th of the preceding year), the capital guidelines apply on a bank only basis, and the Federal Reserve expects the holding company's subsidiary bank to be well capitalized under the prompt corrective action regulations. If Timberland Bancorp, Inc. were subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets, at ~~December~~March 31, ~~2023,~~2024, Timberland Bancorp, Inc. would have exceeded all regulatory requirements. The following table presents for informational purposes the regulatory capital ratios for Timberland Bancorp, Inc. as of ~~December~~March 31, ~~2023~~2024 (dollars in thousands):

Actual

Amount

Ratio

Amount

Ratio

Leverage Capital Ratio:

Tier 1 capital

$223,774

12.14

Tier 1 capital

$225,058

12.01

Risk-based Capital Ratios:

Common equity Tier 1 capital

Tier 1 capital

Total capital

Key Financial Ratios and Data

		Three Months Ended March 31,						Six Months Ended March 31,


	2023
	2023
	2023
PERFORMANCE RATIOS:
PERFORMANCE RATIOS:
			2024			2023				2024			2023
PERFORMANCE RATIOS:	PERFORMANCE RATIOS:
Return on average assets	Return on average assets	1.22		%	1.48		%		1.28		%	1.55		%
Return on average assets
Return on average assets
Return on average equity
Return on average equity
Return on average equity	Return on average equity	9.67		%	11.86		%		10.18		%	12.74		%
Net interest margin	Net interest margin	3.48		%	3.99		%		3.53		%	4.02		%
Net interest margin
Net interest margin
Efficiency ratio	Efficiency ratio	60.22		%	55.31		%		58.34		%	53.58		%
Efficiency ratio
Efficiency ratio

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in information concerning market risk from the information provided in the Company’s 2023 Form 10-K.

5255

Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer) and several other members of the Company’s senior management as of the end of the period covered by this report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that as of ~~December~~March 31, ~~2023,~~2024, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b)Changes in Internal Controls: The Company adopted Financial Accounting Standards Board Accounting Standards Update 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” and related updates, as described further in Note 4 to the consolidated interim financial statements, effective October 1, 2023. Related to the adoption of these new accounting standards, the Company modified certain internal controls and designed and implemented certain new internal controls over the measurement of the allowance for credit losses on loans and the reserve for unfunded commitments and related disclosures. New internal controls related primarily to the modeling of expected credit losses on loans, including controls over critical data and other inputs and model results. ~~There~~Except as set forth above, there were no other changes in the Company's internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) during the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. The Company continued, however, to implement suggestions from its internal auditor and independent auditors to strengthen existing controls. The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns in controls or procedures can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; as over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Neither the Company nor the Bank is a party to any material legal proceedings at this time. From time to time,

the Bank is involved in various claims and legal actions arising in the ordinary course of business.

Item 1A. Risk Factors

There have been no material changes in the Risk Factors previously disclosed in Item 1A of the Company's 2023 Form 10-K.

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

(a) Not applicable

(b) Not applicable

The following table sets forth the shares repurchased by the Company during the quarter ended ~~December~~March 31, ~~2023:~~2024:

Period Total No. of Shares Repurchased Average Price Paid Per Share Total No. of Shares Purchased as Part of Publicly Announced Plan Maximum No. of Shares that May Yet Be Purchased Under the Plan (1)
10/1/2023 - 10/31/2023 — $ — — 374,142
11/1/2023 - 11/30/2023 12,330 29.38 12,330 361,812
12/1/2023 - 12/31/2023 — — — 361,812
Total 12,330 $ 29.38 12,330 361,812



Period	Total No. of Shares Repurchased	Average Price Paid Per Share		Total No. of Shares Purchased as Part of Publicly Announced Plan	Maximum No. of Shares that May Yet Be Purchased Under the Plan (1)
01/01/2024 - 01/31/2024	—	$	—	—	361,812
02/01/2024 - 02/29/2024	80,000	26.91		80,000	281,812
03/01/2024 - 03/31/2024	19,787	26.21		19,787	262,025
Total	99,787	$	26.77	99,787	262,025

(1) On July 25, 2023, the Company announced a ~~new~~ stock repurchase program to purchase up to 404,708 shares of the Company's common stock. This marked the Company's 19th stock repurchase plan. The ~~new~~existing repurchase program does not have a set expiration date and will expire upon repurchase of the full amount of authorized shares. Shares may be repurchased from time to time in the open market or in privately negotiated transactions based upon market conditions and available liquidity. Cumulatively, since January 1998, the Company has repurchased ~~8,379,317~~8,479,104 shares of its common stock at an average price of ~~$9.98~~$10.18 per share.

The Company is subject to certain restrictions on its ability to repurchase its common stock. The Company is required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of its consolidated net worth. The Federal Reserve may disapprove a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order, or any condition imposed by, or written agreement with, the Federal Reserve.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

a.None to be reported.

b.None to be reported.

c.During the quarter ended ~~December~~March 31, ~~2023,~~2024, no director or officer (as defined in Rule 16a-1(f) under the Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

(a) Exhibits


			3.1			Articles of Incorporation of the Registrant (1 )
			3.2			Amended and Restated Bylaws of the Registrant (2)
			4.1			Form of Certificate of Timberland Bancorp, Inc. Common Stock (1)
			10.1			Employee Severance Compensation Plan, as revised (3 )
			10.2			Employee Stock Ownership Plan (4)
			10.3			Form of Incentive Stock Option Agreement (5 )
			10.4			Form of Non-qualified Stock Option Agreement (5 )
			10.5			Employment Agreement with Dean J. Brydon,, as amended (6)
			10.6			Employment Agreement with Jonathan A. Fischer,, as amended (6)
			10.7			Employment Agreement with Marci A. Basich (6)
			10.8			Employment Agreement with Matthew J. DeBord (6)
			10.9			Timberland Bancorp, Inc. 2014 Equity Incentive Plan (7 )
			10.10			Timberland Bancorp, Inc. 2019 Equity Incentive Plan (8)
			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 Timberland Bancorp Inc's Quarterly Report 10-Q for the quarter ended ~~December~~March 31, ~~2023~~2024 formatted on Extensible Business Reporting Language (XBRL) (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Shareholders' Equity; (e) Consolidated Statements of Cash Flows; and (f) Notes to Unaudited Consolidated Financial Statements
			104			Cover Page Interactive Data File, formatted in Inline XBRL and included in Exhibit 101

_________________

(1)Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (333-35817).

(2)Incorporated by reference to the Registrant's Current Report on Form 8-K filed on July 13, 2023.

(3)Incorporated by reference to the Registrant's Current Report on Form 8-K filed on April 16, 2007.

(4)Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997.

(5)Incorporated by reference to the Exhibit 99.2 included in the Registrant's Registration Statement on Form S-8 (333-1161163).

(6)Incorporated by reference to Registrant's Current Report on Form 8-K filed on December 22, 2023.

(7)Attached as Appendix A to the Registrant's Annual Meeting Proxy Statement filed on December 19, 2014.

(8)Attached as Appendix A to the Registrant's Annual Meeting Proxy Statement filed on December 18, 2019.

5558

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Timberland Bancorp, Inc.


Date: ~~February 12,~~May 8, 2024			By: /s/ Dean J. Brydon
			Dean J. Brydon
			Chief Executive Officer
			(Principal Executive Officer)

Date: ~~February 12,~~May 8, 2024			By: /s/Marci A. Basich
			Marci A. Basich
			Chief Financial Officer
			(Principal Financial Officer)

5659


Allowance for Credit Losses	December 31, 2023		December 31, 2022
Beginning balance	$	332	$	305
Impact of adopting CECL (ASU 2016-13)	65		—
(Recapture of) provision for credit losses	(33)		15
Ending allowance	$	364	$	320