Organization and Nature of business - First Northwest Bancorp, a Washington corporation ("First Northwest"), became the holding company of First Federal Savings and Loan Association of Port Angeles ("First Fed" or the "Bank") on January 29, 2015, upon completion of the Bank's conversion from a mutual to stock form of organization (the "Conversion"). In April 2021, First Northwest entered into an Amended and Restated Joint Venture Agreement (the "Joint Venture Agreement") with the Bank, POM Peace of Mind, Inc. ("POM"), and Quin Ventures, Inc. ("Quin" or "Quin Ventures"). First Northwest, the Bank, and Quin Ventures are collectively referred to as the "Company."

In connection with the Conversion, the Company issued an aggregate of 12,167,000 shares of common stock at an offering price of $10.00 per share for gross proceeds of $121.7 million. An additional 933,360 shares of Company common stock and $400,000 in cash were contributed to the First Federal Community Foundation ("Foundation"), a charitable foundation that was established in connection with the Conversion, resulting in the issuance of a total of 13,100,360 shares. The Company received $117.6 million in net proceeds from the stock offering of which $58.4 million were contributed to the Bank upon Conversion.

Pursuant to the Bank's Plan of Conversion (the "Plan") adopted by its Board of Directors, and as approved by its members, the Company established an employee stock ownership plan ("ESOP"). On December 18, 2015, the ESOP completed its open market purchases, with funds borrowed from the Company, of 8% of the common stock issued in the Conversion for a total of 1,048,029 shares.

First Northwest has partially fulfilled its commitment to extend $15.0 million to Quin Ventures under a capital financing agreement and related promissory note and issued 29,719 shares of the Company's common stock to POM with a value of approximately $500,000.

First Northwest's business activities generally are limited to passive investment activities and oversight of its ~~investment~~investments in First ~~Federal.~~Fed and Quin Ventures. Accordingly, the information set forth in this report, including the consolidated unaudited financial statements and related data, relates primarily to the Bank.

The Bank is a community-oriented financial institution providing commercial and consumer banking services to individuals and businesses in Western Washington State with offices in Clallam, Jefferson, Kitsap, King, and Whatcom counties. These services include deposit and lending transactions that are supplemented with ~~borrowing~~borrowing and investing activities.

Basis of presentation - The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles ("GAAP") for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial statements in accordance with GAAP have been included. Operating results for the three and six months ended June 30, ~~2020~~2021, are not necessarily indicative of the results that may be expected for future periods.

In preparing the unaudited interim consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to a determination of the allowance for loan losses ("ALLL"), fair value of financial instruments, and deferred tax assets and liabilities.

Principles of consolidation - The accompanying consolidated financial statements include the accounts of First ~~Northwest Bancorp and~~Northwest; its wholly owned subsidiary, First ~~Federal.~~Fed, and its controlling interest in Quin Ventures, Inc. All material intercompany accounts and transactions have been eliminated in consolidation. While First Northwest and POM share equal ownership in Quin Ventures, it has been determined that First Northwest has a controlling interest for financial reporting purposes under Accounting Standards Codification 810. The Quin Ventures net loss allocable to POM is shown on the financial statements where applicable through a noncontrolling interest adjustment.

Subsequent Events - The Company has evaluated subsequent events for potential recognition and disclosure and has included additional information where appropriate. See Note 10 for additional information.

In ~~August 2018,~~November 2019, the FASB issued ~~ASU~~Accounting Standards Update ("ASU") ~~No.~~2019-10 which defers the effective date of the current expected credit loss model (CECL) guidance issued in ASUs ~~2018~~2016-13, ~~Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement~~~~, which removes, modifies, and adds certain disclosure requirements related to fair value measurements in ASC~~ ~~820.~~2019 ~~This guidance eliminates certain disclosure requirements for fair value measurements: the amount of and reasons for transfers between Level~~ -104, and ~~Level~~ 22019-05. ofThe effective date for smaller reporting companies was changed from the ~~fair value hierarchy, an entity’s policy for the timing of transfers between levels of the fair value hierarchy~~interim and ~~an entity’s valuation processes for Level~~ 3 fair value measurements. This guidance also adds new disclosure requirements for public entities: changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 ~~fair value measurements of instruments held at the end of the reporting period, and the range and weighted average of significant unobservable inputs used to develop recurring and nonrecurring Level~~ 3 ~~fair value measurements, including how the weighted average is calculated. Furthermore, this guidance modifies certain requirements which will involve disclosing: transfers into and out of Level~~ 3 ~~of the fair value hierarchy, purchases and issuances of Level~~ 3 ~~assets and liabilities, and information about the measurement uncertainty of Level~~ 3 ~~fair value measurements as of the reporting date. This guidance is effective for public companies in fiscal years~~annual periods beginning after December 15, ~~2019,~~2020 ~~with early~~to the interim and annual periods beginning after December 15, 2022. Early adoption ~~permitted. This~~is permitted for interim and annual periods beginning after December 15, 2018. The Company adopted this ASU ~~did~~and anticipates implementing CECL effective ~~not~~January 1, 2023. ~~have a material impact on the Company's consolidated financial statements.~~

In ~~August 2018,~~December 2019, FASB issued ASU No. ~~2018~~2019-~~15,~~12, ~~Customer’s~~Income Taxes (Topic 740): Simplifying the Accounting for ~~Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~Income Taxes~~, to provide guidance on implementation costs incurred in a cloud computing arrangement that is a service contract. The~~. ASU ~~aligns the~~2019-12 simplifies various aspects related to accounting for ~~such costs with~~income taxes by removing certain exceptions to the general principles in Topic 740. The standard also clarifies and amends existing guidance ~~on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC~~ ~~350~~to ~~include in its scope implementation costs of such arrangements that are service contracts and clarifies that a customer should apply ASC~~ ~~350~~-40 ~~to determine which implementation costs should be capitalized.~~improve consistent application. This ASU, which is effective for fiscal years beginning after December 15, ~~2019,~~2020, did not have a material impact on the ~~Company’s~~Company's financial statements.

In ~~March~~January 2020, the FASB issued ASU No. 2020-~~03,~~01, ~~Codification Improvements~~Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. ASU 2020-01 clarifies the interaction between accounting standards related to ~~Financial Instruments~~.equity securities, equity method investments, and certain derivatives including accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The ~~amendments represent clarification and improvements to the codification and correct unintended application. This standard was~~ASU, which is effective ~~immediately upon issuance and its adoption~~ for fiscal years beginning after December 15, 2020, did not have a material effect on the ~~Company’s~~Company's financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Loss, which updates the guidance on recognition and measurement of credit losses for financial assets. The new requirements, known as the current expected credit loss model (CECL) will require entities to adopt an impairment model based on expected losses rather than incurred losses. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Upon adoption, the Company will change processes and procedures to calculate the allowance for loan losses, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. In addition, the current accounting policy and procedures for other-than-temporary impairment on investment securities available for sale will be replaced with an allowance approach.

Additional updates were issued in ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging (Topic 825), Financial Instruments. This ASU clarifies and improves guidance related to the previously issued standards on credit losses, hedging and recognition and measurement of financial instruments. The amendments provide entities with various measurement alternatives and policy elections related to accounting for credit losses and accrued interest receivable balances. Entities are also able to elect a practical expedient to separately disclose the total amount of accrued interest included in the amortized cost basis as a single balance to meet certain disclosure requirements. The amendments clarify that the estimated allowance for credit losses should include all expected recoveries of financial assets and trade receivables that were previously written off and expected to be written off. The amendments also allow entities to use projections of future interest rate environments when using a discounted cash flow method to measure expected credit losses on variable-rate financial instruments.

In addition, new updates were issued through ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief. This amendment allows entities to elect the fair value option on certain financial instruments. On adoption, an entity is allowed to irrevocably elect the fair value option on an instrument-by-instrument basis. This alternative is available for all instruments in the scope of Subtopic 326-20 except for existing held-to-maturity debt securities. If an entity elects the fair value option, the difference between the instrument’s fair value and carrying amount is recognized as a cumulative-effect adjustment.

In ~~November 2019,~~ ~~the FASB issued ASU~~ ~~2019~~-10 ~~which defers the effective date for this guidance for smaller reporting companies from the interim and annual periods beginning after~~ ~~December 15, 2020~~ ~~to the interim and annual periods beginning after~~ ~~December 15, 2022.~~ ~~Early adoption is permitted for interim and annual periods beginning after~~ ~~December 15, 2018.~~ ~~The Company plans to defer adoption of CECL until~~ ~~January 1, 2023.~~

The Company is evaluating the provisions of ASU No. 2016-13, ASU No. 2019-04 and ASU No. 2019-05, and will closely monitor developments and additional guidance to determine the potential impact on the Company’s consolidated financial statements. At this time, we cannot reasonably estimate the impact the implementation of these ASUs will have on the Company's consolidated financial statements. The Company's internal project management team continues to review models, work with our third-party vendor, and discuss changes to processes and procedures to ensure the Company is fully compliant with the amendments at the adoption ~~date.~~date, which is anticipated to be January 1,2023.

In ~~December 2019,~~ ~~FASB issued ASU~~ ~~No.~~~~2019~~-~~12,~~~~Income Taxes (Topic~~ ~~740~~~~): Simplifying the Accounting for Income Taxes~~~~. ASU~~ ~~2019~~-12 ~~simplifies various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic~~ ~~740.~~ ~~The standard also clarifies and amends existing guidance to improve consistent application. This ASU, which is effective for fiscal years beginning after~~ ~~December 15, 2020,~~ is ~~not~~ ~~expected to have a material impact on the Company's financial statements. Early adoption is permitted.~~

In ~~January 2020,~~ ~~the FASB issued ASU~~ ~~No.~~~~2020~~-~~01,~~~~Investments-Equity Securities (Topic~~ ~~321~~~~), Investments-Equity Method and Joint Ventures (Topic~~ ~~323~~~~), and Derivatives and Hedging (Topic~~ ~~815~~~~)-Clarifying the Interactions between Topic~~ ~~321,~~ ~~Topic~~ ~~323,~~ ~~and Topic~~ ~~815~~~~. ASU~~ ~~2020~~-01 clarifies the interaction between accounting standards related to equity securities, equity method investments, and certain derivatives including accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The ASU, which is effective for fiscal years beginning after ~~December 15, 2020,~~ is ~~not~~ ~~expected to have a material effect on the Company's financial statements.~~

In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments are effective for the Company as of March 12, 2020 through December 31, 2022. The Company does not believe this standard will have a material impact on its financial statements.

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

The amortized cost, gross unrealized gains and losses, and estimated fair value of securities classified as available-for-sale at June 30, ~~2020~~2021 are summarized as follows:

The amortized cost, gross unrealized gains and losses, and estimated fair value of securities classified as available-for-sale at December 31, ~~2019~~2020, are summarized as follows:

There were 0 securities classified as held-to-maturity at June 30, ~~2020~~2021 and December 31, ~~2019~~2020.

The following shows the unrealized gross losses and fair value of the investment portfolio by length of time that individual securities in each category have been in a continuous loss position as of June 30, ~~2020~~2021:

The Company may hold certain investment securities in an unrealized loss position that are not considered other than temporarily impaired ("OTTI"). At June 30, ~~2020~~2021 and December 31, ~~2019~~2020, there were 3341 and 6236 investment securities in an unrealized loss position, respectively.

We believe that the unrealized losses on our investment securities relate principally to the general change in interest rates, market demand, and related volatility, rather than credit quality, that has occurred since the initial purchase, and such unrecognized losses or gains will continue to vary with general interest rate level and market fluctuations in the future. Certain investments in a loss position are guaranteed by government entities or government sponsored entities. The Company does not intend to sell the securities in an unrealized loss position and believes it is not likely it will be required to sell these investments prior to a market price recovery or maturity.

There were 0 OTTI losses during the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020.

The amortized cost and estimated fair value of investment securities by contractual maturity are shown in the following tables at the dates indicated. Expected maturities of mortgage-backed securities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties; therefore, these securities are shown separately.

Sales of securities available-for-sale for the periods shown are summarized as follows:

Allowance for Loan Losses. The Company maintains a general allowance for loan losses based on evaluating known and inherent risks in the loan portfolio, including management’s continuing analysis of the factors underlying the quality of the loan portfolio. These factors include changes in the size and composition of the loan portfolio, actual loan loss experience, and current and anticipated economic conditions. The reserve is an estimate based upon factors and trends identified by management at the time the financial statements are prepared.

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

Impaired loans. A loan is considered impaired when ~~First Federal~~the Bank has determined that it may be unable to collect payments of principal or interest when due under the contractual terms of the loan. Impairment is measured on a loan-by-loan basis for all loans in the portfolio except smaller balance homogeneous loans and certain qualifying troubled debt restructuring ("TDR") loans.

The following table presents a summary of loans individually evaluated for impairment by portfolio segment at the dates indicated:

The following table presents ~~a summary of~~the average recorded investment in loans individually evaluated for impairment ~~by portfolio segment at~~and the ~~dates indicated:~~related interest income recognized for the period shown:

Interest income recognized on a cash basis on impaired loans for the three and six months ended June 30, ~~2020~~2021, was ~~$56,000~~$74,000 and ~~$126,000,~~$142,000, respectively.

The following table presents the average recorded investment in loans individually evaluated for impairment and the related interest income recognized for the ~~periods~~period shown:

Interest income recognized on a cash basis on impaired loans for the three and six months ended June 30, ~~2019~~2020, was ~~$94,000~~$56,000. and ~~$183,000,~~$126,000, respectively.

The following table presents the recorded investment in nonaccrual loans by class of loan at the dates indicated:

Past due loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. There were 0 loans past due 90 days or more and still accruing interest at June 30, ~~2020~~2021 and December 31, ~~2019~~2020.

The following table presents past due loans, net of partial loan charge-offs, by class, as of June 30, ~~2020~~2021:

The following table presents past due loans, net of partial loan charge-offs, by class, as of December 31, ~~2019~~2020:

Credit quality indicator. Federal regulations provide for the classification of lower quality loans and other assets, such as debt and equity securities, as substandard, doubtful, or loss; risk ratings 6, 7, and 8 in our 8-point risk rating system, respectively. An asset is considered substandard if it is inadequately protected by the current net worth and pay capacity of the borrower or of any collateral pledged. Substandard assets include those characterized by the distinct possibility that ~~First Federal~~the Bank will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions, and values. Assets classified as loss are those considered uncollectible and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.

When ~~First Federal~~the Bank classifies problem assets as either substandard or doubtful, it may establish a specific allowance to address the risk specifically or allow the loss to be addressed in the general allowance. General allowances represent loss allowances that have been established to recognize the inherent risk associated with lending activities but that, unlike specific allowances, have not been specifically allocated to certain problem assets. When an insured institution classifies problem assets as a loss, it is required to charge off such assets in the period in which they are deemed uncollectible. Assets that do not currently expose ~~First Federal~~the Bank to enough risk to warrant classification as substandard or doubtful but do possess identified weaknesses are designated as either watch or special mention assets; risk ratings 4 and 5 in our risk rating system, respectively. Loans not otherwise classified are considered pass graded loans and are rated 1-3 in our risk rating system.

Additionally, ~~First Federal~~the Bank categorizes loans as performing or nonperforming based on payment activity. Loans that are more than 90 days past due and nonaccrual loans are considered nonperforming.

The following table represents the internally assigned grade as of June 30, ~~2020~~2021, by class of loans:

The following table represents the internally assigned grade as of December 31, ~~2019~~2020, by class of loans:

The following table represents the credit risk profile based on payment activity as of June 30, ~~2020~~2021, by class of loans:

The following table represents the credit risk profile based on payment activity as of December 31, ~~2019~~2020, by class of loans:

Troubled debt restructuring. A TDR is a loan to a borrower who is experiencing financial difficulty that has been modified from its original terms and conditions in such a way that ~~First Federal~~the Bank is granting the borrower a concession of some kind. First ~~Federal~~Fed has granted a variety of concessions to borrowers in the form of loan modifications. The modifications are generally related to the loan's interest rate, term and payment amount or a combination thereof.

The Coronavirus Aid, Relief, and Economic Security Act of 2020 signed into law on March 27, 2020 ("CARES Act"), provided guidance around the modification of loans as a result of the COVID-19 pandemic, which outlined, among other criteria, that short-term modifications made on a good faith basis to borrowers who were current as defined under the CARES Act prior to any relief, are not TDRs. This includes short-term (i.e., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers are considered current under the CARES Act and related regulatory guidance if they are less than 30 days past due on their contractual payments at the time a modification program is implemented. AsThis relief was extended under the Consolidated Appropriations Act 2021, to the earlier of60 days after the COVID-19 pandemic national emergency termination date or January 1, 2022. Through June 30, ~~2020~~2021, the Company had ~~approved~~granted COVID-19 pandemic related temporary loan modifications ~~for 297~~on a total of 357 loans aggregating to ~~$128.4~~$175.0 million, or ~~12.9%~~13.9% of ~~loans receivable.~~total loans. Loan modifications in accordance with the CARES Act and related regulatory guidance are still subject to an evaluation in regard to determining whether or not a loan is deemed to be impaired.

~~The following table is a summary of information with respect to total COVID-~~19 ~~loan modifications as~~ As of June 30, ~~2020~~2021 ~~(dollars in thousands):~~, only 2 commercial real estate loans totaling $7.1 million remained on deferral.

The following table is a summary of information pertaining to TDR loans included in impaired loans at the dates indicated:

There were 0 newly restructured and renewals or modifications of existing TDR loans that occurred during the three and six months ended June 30, 2021 or 2020.

There were 0 TDR loans which incurred a payment default within 12 months of the restructure date during the three and six months ended June 30, 2021 or 2020.

~~There were 0 newly restructured and renewals or modifications of existing TDR loans that occurred during the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2020~~ or ~~June 30, 2019~~.

~~There were 0 TDR loans which incurred a payment default within~~ 12 ~~months of the restructure date during~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2020~~.

~~The following table presents newly restructured and renewals or modifications of existing TDR loans by class that occurred during the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2019~~~~, by type of concession granted.~~

~~The following is a summary of TDR loans which incurred a payment default within~~ 12 ~~months of the restructure date during the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2019~~.

NaN additional funds were committed to be advanced in connection with ~~impaired~~TDR loans at June 30, ~~2020~~2021.

The following table presents TDR loans by class at the dates indicated by accrual and nonaccrual status.

The aggregate amount of time deposits in excess of the Federal Deposit Insurance Corporation ("FDIC") insured limit, currently $250,000, at June 30, ~~2020~~2021 and December 31, ~~2019~~2020, were ~~$94.0~~$78.9 million and ~~$93.5~~$91.7 million, respectively. Deposits and weighted-average interest rates at the dates indicated are as follows:

Brokered certificates of deposits of ~~$86.3~~$74.0 million and ~~$51.6~~$89.6 million are included in the June 30, ~~2020~~2021 and December 31, ~~2019~~2020 certificate of deposits totals above, respectively.

~~Deposits at~~At June 30, ~~2020~~2021 and December 31, ~~2019~~2020, deposits included ~~$76.9~~$112.2 million and ~~$57.4~~$80.9 million, respectively, in public fund deposits. Investment securities with a carrying value of ~~$43.2~~$58.2 million and ~~$35.5~~$48.1 million were pledged as collateral for these deposits at June 30, ~~2020~~2021 and December 31, ~~2019~~2020, respectively. This exceeds the minimum collateral requirements established by the Washington Public Deposit Protection Commission.

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

The effective tax rates were ~~18.9%~~16.0% and 18.9% for the six months ended June 30, ~~2020~~2021 and ~~2019~~2020, respectively. The effective tax rates differ from the statutory maximum federal tax rate for ~~2020~~2021 and ~~2019~~2020 of 21%, largely due to the nontaxable earnings on bank owned life insurance and tax-exempt interest income earned on certain investment securities and loans. Additionally, a cumulative adjustment was recorded in the first quarter of 2021.

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. In addition, nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the computation of earnings per share.

The following table presents a reconciliation of the components used to compute basic and diluted earnings per share for the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020.

Unallocated ESOP shares are not included as outstanding for either basic or diluted earnings per share calculations. As of June 30, ~~2020~~2021 and ~~2019~~2020, there were ~~767,522~~714,633 and ~~820,556~~727,859 shares in the ESOP that remain unallocated, ~~respectively.~~

~~Potential dilutive shares are excluded from the computation of EPS if their effect is anti-dilutive. There were 35,508 and 0 restricted stock award anti-dilutive weighted-average shares for the~~ ~~three~~ ~~months ended~~ ~~June 30, 2020~~ ~~and~~ ~~2019~~ ~~respectively. There were 28,111 and 0 restricted stock award anti-dilutive weighted-average shares for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2020~~ ~~and~~ ~~2019~~ respectively.

Effective March 23, 2021, the Company withdrew from the Pentegra Defined Benefit Plan for Financial Institutions ("Pentegra DB Plan") and established the First Federal Defined Benefit Plan ("Bank DB Plan"), a single-employer plan. On March 23, 2021, all assets and liabilities were transferred from the Pentegra DB Plan to the newly established Bank DB Plan.

The Bank DB Plan is a defined benefit pension plan covering current and former employees. Benefits available under the plan are frozen. The plan provides defined benefits based on years of service and final average salary prior to the freeze. The Company uses December 31 as the measurement date for this plan. The initial measurement period will be March 23, 2021 – December 31, 2021.

The fair value of plan assets and projected benefit obligation on the March 23, 2021, Bank DB Plan adoption date were $14,705,000 and $14,197,000, respectively. A $2,717,599 cash contribution was made to the Pentegra DB Plan in March 2021 prior to the transition. A prior service cost of $1.7 million, net of tax, was included in accumulated other comprehensive loss on the Company's balance sheet at June 30, 2021. The prior service cost is expected to be amortized over 15 years.

Weighted-average assumptions used to determine pension benefit obligations at year-end include a 2.95% discount rate and a 0% rate of compensation increase. The weighted average assumptions used to determine net periodic pension cost include 2.95% discount rate, 5.75% expected return on plan assets and a 0% rate of compensation increase. The 5.75% weighted average expected long-term rate of return is estimated based on current trends in similar plan assets, as well as projected future rates of returns on similar assets.

In connection with the Conversion, the Company established an ESOP for eligible employees of the Company and the Bank. Employees of the Company and the Bank who have been credited with at least 1,000 hours of service during a 12~~-month~~12-month period are eligible to participate in the ESOP.

Pursuant to the Plan, the ESOP purchased shares in the open market with funds borrowed from First Northwest. The Bank will make contributions to the ESOP in amounts necessary to amortize the ESOP loan payable to First Northwest over a period of 20 years, bearing estimated interest at 2.46%. The loan is secured by shares purchased with the loan proceeds and will be repaid by the ESOP with funds from the Bank's discretionary contributions to the ESOP and earnings on the ESOP assets. ~~An annual~~$835,000 principal ~~and~~or interest payment ~~of $835,000~~ was made by the ESOP during the six months ended June 30, ~~2020~~2021.

As shares are committed to be released from collateral, the Company reports compensation expense equal to the average daily market prices of the shares and the shares become outstanding for EPS computations. The compensation expense is accrued monthly throughout the year. Dividends on allocated ESOP shares are recorded as a reduction of retained earnings; dividends on unallocated ESOP shares are recorded as a reduction of debt and accrued interest.

~~Compensation expense related to the ESOP for the~~ ~~three~~ ~~months ended~~ ~~June 30, 2020~~ ~~and~~ ~~2019~~~~, was $109,000 and $120,000, respectively.~~ Compensation expense related to the ESOP for the six months ended June 30, ~~2020~~2021 and ~~2019~~2020, was ~~$260,000~~$444,000 and ~~$327,000,~~$260,000, respectively.

In May 2020, the Company's shareholders approved the First Northwest Bancorp 2020 Equity Incentive Plan ("2020 EIP"), which provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock shares or restricted stock units, and performance share awards to eligible participants through May 2030. The cost of awards under the 2020 EIP generally is based on the fair value of the awards on their grant date. The maximum number of shares that may be utilized for awards under the 2020 EIP is 520,000. AtAs of June 30, ~~2020~~2021, there were ~~520,000~~336,480 total shares available for grant under the 2020 EIP, all of which are available to be granted as restricted shares.

As a result of the approval of the 2020 EIP, the First Northwest Bancorp 2015 Equity Incentive Plan (the "2015 EIP") was frozen and 0 additional awards will be made. AtAs of June 30, ~~2020~~2021, there were 0 shares available for grant under the 2015 EIP. At this date, there ~~were 277,400~~are 184,000 shares granted under the 2015 EIP that are expected to vest subject to the 2015 EIP plan provisions.

~~During~~There were 84,896 and 62,600 shares of restricted stock awarded, respectively, during the~~three~~ ~~and~~ six months ended June 30, ~~2020~~2021 ~~, 27,500 and 62,600 shares of restricted stock were awarded, respectively, and 0 stock options were granted. There were 0 shares of restricted stock awarded during the~~ ~~three~~and ~~six~~ ~~months ended~~ ~~June 30, 2019~~2020. Awarded shares of restricted stock vest ratably over periods ranging from three to five years from the date of grant provided the eligible participant remains in service to the Company. The Company recognizes compensation expense for the restricted stock awards based on the fair value of the shares at the grant date amortized over ~~five~~ ~~years.~~the vesting period.

For the three months ended June 30, ~~2020~~2021 and ~~2019~~2020, total compensation expense for the ~~2015~~ ~~EIP~~equity incentive plans was ~~$250,000~~$606,000 and ~~$270,000,~~$250,000, respectively. For the six months ended June 30, ~~2020~~2021 and ~~2019~~2020, total compensation expense for the ~~2015~~ ~~EIP~~equity incentive plans was ~~$555,000~~$1.0 million and ~~$553,000,~~$555,000, respectively.

Included in the above compensation expense for the three months ended June 30, ~~2020~~2021 and ~~2019~~2020, directors' compensation was $169,000 and $86,000, ~~and $85,000,~~ respectively. ~~For~~Included in the above compensation expense for the six months ended June 30, ~~2020~~2021 and ~~2019~~2020, was directors' compensation ~~was~~of $260,000 and $171,000, ~~and $170,000,~~ respectively.

The following table provide a summary of changes in non-vested restricted stock awards for the period shown:

As of June 30, ~~2020~~2021, there was ~~$3.1~~$4.0 million of total unrecognized compensation cost related to non-vested shares granted as restricted stock awards. The cost is expected to be recognized over the remaining weighted-average vesting period of approximately ~~3.42~~2.73 years.

Fair value is the price to sell an asset or transfer a liability in an orderly transaction between market participants in the Company’s principal market. The Company has established and documented its process for determining the fair values of its assets and liabilities, where applicable. Fair value is based on quoted market prices, when available, for identical or similar assets or liabilities. In the absence of quoted market prices, management determines the fair value of the Company’s assets and liabilities using valuation models or third-party pricing services, both of which rely on market-based parameters when available, such as interest rate yield curves, option volatilities and credit spreads, or unobservable inputs. Unobservable inputs may be based on management’s judgment, assumptions, and estimates related to credit quality, liquidity, interest rates, and other relevant inputs.

Any changes to valuation methodologies are reviewed by management to ensure they are relevant and justified. Valuation methodologies are refined as more market-based data becomes available.

A three-level valuation hierarchy is used in determining fair value that is based on the transparency of the inputs used in the valuation process. The inputs used in determining fair value in each of the three levels of the hierarchy are as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Either: (i) quoted prices for similar assets or liabilities; (ii) observable inputs, such as interest rates or yield curves; or (iii) inputs derived principally from or corroborated by observable market data.

The hierarchy gives the highest ranking to Level 1 inputs and the lowest ranking to Level 3 inputs. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the overall fair value measurement.

Qualitative disclosures of valuation techniques - Securities available for sale: where quoted prices are available in an active market, securities are classified as Level 1. Level 1 instruments include highly liquid government bonds, securities issued by the U.S. Treasury, and exchange-traded equity securities.

If quoted prices are not available, management determines fair value using pricing models, quoted prices of similar securities, which are considered Level 2, or discounted cash flows. In certain cases, where there is limited activity in the market for an instrument, assumptions must be made to determine their fair value. Such instruments are classified as Level 3.

Assets and liabilities measured at fair value on a recurring basis - Assets and liabilities are considered to be valued on a recurring basis if fair value is measured regularly (i.e., daily, weekly, monthly, or quarterly). The following tables show the Company’s assets measured at fair value on a recurring basis at the dates indicated:

The significant unobservable inputs in the fair value measurement of the Company's Level 3 securities are noted below. Significant fluctuations in any of those inputs in isolation would result in a significantly different fair value measurement.

The following table presents quantitative information about recurring Level 3 fair value measurements at the date indicated:

The following tables summarize the changes in Level 3 assets measured at fair value on a recurring basis at the dates indicated:

Assets and liabilities measured at fair value on a nonrecurring basis - Assets are considered to be valued on a nonrecurring basis if the fair value measurement of the instrument does not necessarily result in a change in the amount recorded on the consolidated balance sheets. Generally, nonrecurring valuation is the result of the application of other accounting pronouncements that require assets or liabilities to be assessed for impairment or recorded at the lower of cost or fair value.

The following tables present the Company’s assets measured at fair value on a nonrecurring basis at the dates indicated:

At June 30, ~~2020~~2021 and December 31, ~~2019~~2020, there were 0no impaired loans with discounts to appraisal disposition value or other unobservable inputs.

The following tables present the carrying value and estimated fair value of financial instruments at the dates indicated:

Financial assets and liabilities other than investment securities are not traded in active markets. Estimated fair values require subjective judgments and are approximate. The estimates of fair value in the previous table are not necessarily representative of amounts that could be realized in actual market transactions, or of the underlying value of the Company. The methods and assumptions used by the Company in estimating fair values of financial instruments as set forth below in accordance with ASC Topic 825, Financial Instruments, as amended by ASU 2016-01 requiring public entities to use the exit price notion effective January 1, 2018, are as follows:

Securities - Fair values for investment securities are primarily measured using information from a third-party pricing service. The pricing service uses pricing models based on market data. In the event that limited or less transparent information is provided by the third-party pricing service, fair value is estimated using secondary pricing services or non-binding third-party broker quotes.

Loans receivable, net - At June 30, ~~2020~~2021, the fair value of loans is estimated by discounting the future cash flows using the current rate at which similar loans and leases would be made to borrowers with similar credit and for the same remaining maturities. Additionally, to be consistent with the requirements under FASB ASC Topic 820 for Fair Value Measurements and Disclosures, the loans were valued at a price that represents the Company’s exit price or the price at which these instruments would be sold or transferred.

Mortgage servicing rights, net - The estimated fair value of mortgage servicing rights is based on market prices for comparable mortgage servicing contracts when available. If no comparable contract is available, the estimated fair value is based on a valuation model that calculates the present value of estimated future net servicing income.

3234

Table of Contents

Note 10- Change in Accumulated Other Comprehensive Income ("AOCI")

Our AOCI includes unrealized gain (loss) on available-for-sale securities and an unrecognized defined benefit plan prior service cost. The following table presents changes to accumulated other comprehensive income after-tax for the periods shown:

	Unrealized Gains and Losses on Available-for-Sale Securities			Unrecognized Defined Benefit Plan Prior Service Cost, Net of Amortization			Total

BALANCE, March 31, 2020	$	(8,256	)	$	0		$	(8,256	)
Other comprehensive income before reclassification		9,495			0			9,495
Amounts reclassified from accumulated other comprehensive income		(522	)		0			(522	)
Net other comprehensive income		8,973			0			8,973
BALANCE, June 30, 2020	$	717		$	0		$	717

BALANCE, March 31, 2021	$	1,944		$	(1,745	)	$	199
Other comprehensive income before reclassification		4,204			31			4,235
Amounts reclassified from accumulated other comprehensive income		(888	)		0			(888	)
Net other comprehensive income		3,316			31			3,347
BALANCE, June 30, 2021	$	5,260		$	(1,714	)	$	3,546


BALANCE, December 31, 2019	$	(1,539	)	$	0		$	(1,539	)
Other comprehensive income before reclassification		3,256			0			3,256
Amounts reclassified from accumulated other comprehensive income		(1,000	)		0			(1,000	)
Net other comprehensive income		2,256			0			2,256
BALANCE, June 30, 2020	$	717		$	0		$	717

BALANCE, December 31, 2020	$	5,442		$	0		$	5,442
Other comprehensive income (loss) before reclassification		706			(1,714	)		(1,008	)
Amounts reclassified from accumulated other comprehensive income		(888	)		0			(888	)
Net other comprehensive loss		(182	)		(1,714	)		(1,896	)
BALANCE, June 30, 2021	$	5,260		$	(1,714	)	$	3,546

Note 11- Subsequent Event

On July 23, 2021, the Bank completed the purchase of the Bellevue, Washington branch from Sterling Bank and Trust of Southfield, Michigan ("Sterling"). The purchase added $65.4 million in deposit accounts and $459,000 in fixed assets. The Bank also acquired the lease for the branch location and welcomed the former Sterling retail staff as First Fed employees. The acquisition method of accounting for business combinations was used to record the transaction.

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

Forward-Looking Statements

Certain matters discussed in this Quarterly Report on Form 10-Q constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, are based on certain assumptions and are generally identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Forward-looking statements include, but are not limited to:

•

statements of our goals, intentions and expectations;

•

statements regarding our business plans, prospects, growth and operating strategies;

•

statements regarding the quality of our loan and investment portfolios;

•

estimates of our risks and future costs and benefits; and

•

statements concerning the potential effects of the COVID-19 pandemic on the Bank's business and financial results and conditions.

Table of Contents

These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

•

~~developments~~the scope and ~~changes in Federal and state laws and regulations, such as the recently enacted Coronavirus Aid Relief and Economic Security Act (“CARES Act”) addressing the economic effects~~duration of the COVID-19 pandemic and increased regulation of the banking industry through legislative action and revised rules and standards applied by the Federal Reserve Board, the Federal Deposit Insurance Corporation and the Washington Department of Financial Institutions;pandemic;

•

~~changes in general economic conditions, either nationally or in our market area, that are worse than expected;~~

•

changes in policy and regulation as it pertains to the Small Business Administration’s Paycheck Protection Program (“PPP”) and the bank’s participation as a lender in the PPP and similar program and its effect on the Bank’s liquidity, financial results, business and customers, including the availability of program funds and the ability of customers to comply with the requirements and otherwise perform with respect to loans obtained under such programs.

•

the effects of the COVID-19 pandemic, including on our credit ~~risks of our lending activities, including changes in the level~~quality and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets;operations, as well as its impact on general economic conditions;

	•	~~fluctuations~~legislative or regulatory changes, including actions taken by governmental authorities in response to the COVID-19 pandemic;
	•	the risks associated with lending and potential adverse changes in the ~~demand for~~credit quality of loans ~~the number of unsold homes, land and other properties and fluctuations in real estate values~~ in our ~~market area;~~ portfolio;

•

a decrease in the ~~secondary~~ market demand for loans that we originate for sale;

•

~~management’s assumptions in determining the adequacy of the allowance for loan losses;~~

•

our ability to control operating costs and expenses;

•

whether our management team can implement our operational strategy including but not limited to our efforts to achieve loan and revenue growth;

•

our ability to successfully execute on merger and/or acquisition strategies and integrate any newly acquired assets, liabilities, customers, systems, and management personnel into our operations and our ability to realize related ~~revenue synergies and~~ cost savings within expected time ~~frames and any goodwill charges related thereto;~~frames;

	•	~~staffing needs and associated expenses in response~~our ability to ~~product demand or the implementation of corporate strategies, including our~~successfully execute on growth strategies related to ~~the home lending center~~our entry into new markets;
	•	our ability to develop user-friendly digital applications to serve existing customers and attract new ~~branches;~~customers;

•

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;

•

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;

•

increased competitive pressures among financial services companies, particularly from non-traditional banking entities such as challenger banks, fintech, and mega technology companies;

•

our ability to attract and retain deposits;

~~Table of Contents~~

•

~~our ability to retain key members of our senior management team;~~

•

changes in consumer spending, borrowing and savings ~~habits;~~habits, resulting in reduced demand for banking products and services;

•

~~our ability to successfully manage our growth in compliance with regulatory requirements;~~

•

results of examinations of us by the Washington State Department of Financial Institutions, Department of Banks, the Federal Deposit Insurance Corporation, ~~the~~ Federal Reserve Bank of San Francisco, or other regulatory authorities, which could result in restrictions that may adversely affect our liquidity and earnings;

•

legislative or regulatory changes ~~in accounting policies and practices, as may be adopted by the financial institutions regulatory agencies, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board;~~that adversely affect our business;

•

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;

•

~~inability~~any failure of key third-party vendors to perform their obligations to us; and

•

other economic, competitive, governmental, regulatory and technical factors affecting our operations, pricing, products and services and other risks described elsewhere in our filings with the Securities and Exchange Commission, including this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

2020.

Further, statements about the potential effects of the COVID-19 pandemic on the Bank’s businesses and financial results and condition may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond the Bank’s control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on the Bank, its customers and third parties. These developments could have an adverse impact on our financial position and our results of operations.

Any of the forward-looking statements that we make in this report and in other statements we make may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot anticipate or predict. Any forward-looking statements are based upon management’s beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements included or incorporated by reference in this document 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. Due to these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur, and you should not put undue reliance on any forward-looking statements.

General

First Northwest is a bank holding company ~~which~~that primarily engages in the business activity of its subsidiary, First ~~Federal.~~Fed. First ~~Federal~~Fed is a community-oriented financial institution which has served customers and communities since 1923. Currently, First Fed has 11 full-service branches and one lending center serving Clallam, Jefferson, Kitsap, Whatcom, and King counties in Washington ~~through its Seattle lending center and ten full-service branches.~~State. Our business and operating strategy is focused on building sustainable earnings through hiring experienced bankers, geographic expansion, ~~and~~ diversifying our loan product mix, expanding our deposit product offerings that deliver value-added solutions, enhancing existing services and digital service delivery channels, and enhancing our infrastructure to support the changing needs and expectations of our customers.

Table of Contents

We offer a wide range of products and services focused on the ~~lending~~financial security and ~~depository~~payment needs of ~~Western Washington. While~~the communities we ~~have a concentration~~serve. Lending activities include the origination of first lien one- to four-family mortgage loans, wecommercial and multi-family real estate loans, construction and land loans (including lot loans), commercial business loans, and consumer loans, consisting primarily of automobile loans as well as home equity loans and lines of credit. We continue to increase ~~our~~the origination ~~and portfolio balances~~ of commercial real estate, ~~and~~ multi-family real ~~estate. We~~estate, construction, and commercial business loans. More recently we have ~~also~~ increased our ~~auto~~consumer loan portfolio through our manufactured home and ~~consumer loans, through indirect and purchased~~ auto loan purchase programs, in order to diversify our asset portfolio and increase interest income. We continue to originate one- to four-family residential mortgage loans and regularly sell conforming loans into the secondary market to increase noninterest income and manage interest rate risk. We also retain one- to four-family first and second lien loans in our portfolio to generate interest income. We offer traditional consumer and business deposit products, including transaction accounts, savings and money market accounts, and certificates of deposit for individuals, businesses, and nonprofit organizations. Deposits are our primary source of funds for lending and investing activities. We also borrow funds, typically from the Federal Home Loan Bank of Des Moines, as a way to provide ~~additional funding~~cost effective liquidity and manage interest rate ~~risk management tools.~~risk.

~~Table of Contents~~

First Northwest is affected by prevailing economic conditions as well as government policies and regulations concerning, among other things, monetary and fiscal affairs, housing and financial institutions. Deposit flows are influenced by several factors, including interest rates paid on competing time deposits, alternative investment options available to our customers, account maturities, the number and quality of our deposit originators, digital delivery systems, ~~marketing~~branding and ~~promotion,~~customer acquisition, and the overall level of personal income and ~~savings.~~savings in the markets where we do business. Lending activities are influenced by the demand for funds, our credit policies, the number and quality of our lenders and credit underwriters, digital delivery systems, branding and customer acquisition, and regional economic cycles.

Our primary source of pre-tax income is net interest income. Net interest income is the difference between interest income earned on our loans and investments and interest expense paid on our deposits and borrowings. Changes in levels of interest rates and cash flows from existing assets and liabilities affect our net interest income. A secondary source of income is noninterest income, which includes revenue we receive from providing products and services, including service charges on deposit accounts, mortgage banking income, interest rate swap fee income, earnings from bank-owned life insurance, investment services income, and gains and losses from sales of securities.

An offset to net interest income is the provision for loan losses, which represents the periodic charge to operations ~~which~~that is required to adequately provide for losses inherent in our loan portfolio through our allowance for loan losses. ~~As credit metrics improve, such as a loan's risk rating, property values increase, or recoveries of amounts previously charged off are received, a~~A recapture of previously recognized provision for loan losses may be added to net ~~income.~~income as credit metrics improve, such as a loan's risk rating, increased property values, improvements in the economic environment, or receipt of recoveries of amounts previously charged off.

Noninterest expenses we incur in operating our business consist of salaries and employee benefit costs, occupancy and equipment expenses, federal deposit insurance premiums and regulatory assessments, data processing expenses, ~~advertising and promotion expenses,~~ marketing and ~~promotion~~customer acquisition expenses, expenses related to real estate and personal property owned, and other ~~miscellaneous~~ expenses.

Recent Developments. On March 22, 2021, the Company announced that First Fed had entered into an agreement with Sterling Bank and Trust of Southfield, Michigan ("Sterling") to purchase its Bellevue, Washington branch, subject to applicable regulatory approvals and other customary closing conditions. The purchase was finalized on July 23, 2021 and included $65.4 million in deposits and a small amount of fixed assets. The Bank also assumed the lease for the branch location and welcomed the former Sterling retail staff as First Fed employees.

Impact of COVID-19 Pandemic. The COVID-19 pandemic and related restrictive measures taken by governments, businesses and individuals caused unprecedented uncertainty, volatility and disruption in financial markets and in governmental, commercial and consumer activity in the United States and globally, including the markets that we serve. As initial restrictive measures were eased during 2020 and into 2021, the U.S. economy started to recover and, with the availability and distribution of a COVID-19 vaccine, we anticipate continued improvements in commercial and consumer activity and the U.S. economy. As of June 30, 2021, the governor of Washington removed restrictions initially set in place, allowing businesses to return to full capacity.

We recognize that our business and consumer customers are experiencing varying degrees of financial distress, which is expected to continue through the remainder of 2021, especially if new COVID-19 variant infections increase and new restrictions are mandated. Commercial activity has improved but has not returned to the levels existing prior to the outbreak of the pandemic, which may result in our customers’ inability to meet their loan obligations to us. In ~~late 2019~~addition, the economic pressures and ~~early 2020,~~uncertainties related to the COVID-19 pandemic ~~manifested its~~have resulted in changes in consumer spending behaviors, which may negatively impact ~~on individuals, companies,~~the demand for loans and ~~governmental entities around the world. It significantly impacted the global economy and created a challenging operating environment. As economic conditions deteriorated~~other services we offer. Our borrowing base includes customers in ~~mid-March 2020~~industries such as ~~a result of the COVID-19 pandemic, we responded in several ways. Some of the key adjustments and developments include the following:~~

•	~~For our employees:~~

◦

~~Enhanced the ability of our employees to work remotely, adjusting branch operating hours and restricting lobby access in most cases.~~

◦

Provided significant support to employees by granting an increase in flexibility with paid leave, temporarily adjusting vacation policies, and increasing the cleaning of facilities to enable a safer environment for those employees that are not able to work from home.

◦

~~Increased compensation for hourly employees and providing additional compensation for exempt employees below the level of Senior Vice President.~~

•	~~For our customers and communities:~~

◦

Offering short-term loan payment and fee forbearance programs. Many borrowers requested and received temporary forbearance from obligations to assist them with the expected shortage in their near-term cash flow.

◦

~~Facilitating government programs like the Small Business Administration's Paycheck Protection Program ("SBA PPP") and Main Street Lending Program ("MSLP") established by the Federal Reserve.~~

◦

~~Investing in our communities. We plan to use a portion of the proceeds received from the SBA PPP loans and invest in the communities we serve.~~

•	~~For our shareholders and regulators:~~

	◦	~~Maintained our capital ratios at strong levels and materially increased our provision for loan losses to $2.8 million for the first half of 2020, compared to $669,000 for all of 2019.~~
	◦	Increasing on balance sheet liquidity, specifically Cash and Cash Equivalents increased by $849,000, a 1.7% increase over December 31, 2019. The investment portfolio, a secondary source of liquidity, increased by $48.7 million, or 16%, as well.

On March 23, 2020, the State of Washington announced the Stay Home, Stay Healthy order for all residents, resulting in the closing of businesses or a substantial reduction in business activity. Conditions have since improved in most of the counties within our footprint allowing many businesses to expand services or reopen under current guidelines. The sectors that continue to be most heavily impacted include hospitality; restaurant and food services; and lessors of commercial real estate to hospitality, restaurant, and retail ~~establishments.~~establishments, all of which have been significantly impacted by the COVID-19 pandemic. At June 30, ~~2020,~~2021, the Company’s exposure as a percent of the total loan portfolio to these industries was ~~5.1%~~ 4.2%, 0.2%, and ~~4.9%~~4.2%, respectively. We recognize that these industries may take longer to recover as consumers may be hesitant to return to full social interaction or may change their spending habits on a more permanent basis as a result of the pandemic. We continue to monitor these customers closely.

We have taken deliberate actions to ensure that we have the balance sheet strength to serve our clients and communities, including increases in liquidity and managing our assets and liabilities in order to maintain a strong capital position; however, future economic conditions are subject to significant uncertainty. Uncertainties associated with the pandemic include the duration of the COVID-19 outbreak and any related variant infections, the availability and effectiveness of COVID-19 vaccines, and the impact on our customers, employees, vendors and the economy. While uncertainty still exists, we believe we are well-positioned to operate effectively through the present economic environment.

We continue to provide banking and financial services to our customers, with drive-thru access available at all our branch locations and in-person services available to walk-in customers or by appointment. Our branch locations are currently open and operating, having returned to normal business hours at the beginning of May 2021. In addition, we continue to provide access to banking and financial services through online banking, Interactive Teller Machines ("ITMs"), Automated Teller Machines ("ATMs"), and by telephone. We continue to take additional precautions within all our locations, including providing personal protection equipment and enhanced cleaning procedures, to ensure the safety of our customers and our employees.

3537

Table of Contents

The Company has worked with loan customers on loan deferral and forbearance plans. As of June 30, 2020, the Company had granted payment deferral plans on 297 loans totaling $128.4 million compared to 23 loans totaling $1.4 million as of March 31, 2020. These modifications were not classified as TDRs at June 30, 2020, in accordance with the guidance of the CARES Act and related regulatory guidance. The Company is continuing to work on forbearance plans with customers impacted by the COVID-19 pandemic. For additional information on COVID-19 deferrals, see Note 3 of the Notes to Consolidated Financial Statements contained in "Item 1, Financial Statements."

~~During the quarter ended June 30, 2020, we~~We provided assistance to many small businesses ~~through~~applying for the SBA's Paycheck Protection ~~Program. This program provides small businesses with funds to pay up to eight weeks~~Program ("PPP") funding. As of ~~payroll costs including benefits. A portion of the funds can also be used to pay interest on mortgages, rent, and utilities. On~~ June 5, 2020, the Paycheck Protection Program Flexibility Act ("PPPFA") was enacted. Main provisions of the PPPFA extended the repayment period from two to five years, extended the covered expense period from eight to 24 weeks, and lowered the percent of forgiveness amount required to be used for eligible payroll costs to 60%. The PPPFA also extends the repayment start date until after the SBA makes a decision on the application for loan forgiveness.

We30, 2021, we processed ~~approximately $30.6~~$34.8 million of loans for ~~440~~422 customers through the current round of SBA PPP ~~program as of June 30, 2020. The~~funding with an average loan amount ~~approved was approximately $69,000.~~of $83,000. We processed $32.2 million of loans for 515 customers through the initial round of SBA PPP funding during 2020 with an average loan amount of $63,000. Payments by borrowers on these loans ~~begin six~~can be deferred up to sixteen months after the note date, and interest, at 1%, will continue to accrue during the ~~six-month deferment.~~deferment period. Loans can be forgiven in whole or part (up to full principal and any accrued interest). We partnered with ~~StreetShares~~a third-party financial technology provider to assist our borrowers with the loan forgiveness application process.

Loan processing fees paid to the Bank from the SBA of 5% on loans of $350,000 or less, 3% on loans of more than $350,000 but less than $2.0 million, and 1% for loans of $2.0 million or more are accounted for as loan origination fees. Net deferred fees are recognized over the life of the loan, or two years, as a yield adjustment on the loans. As of June 30, ~~2020,~~2021, $21.5 million, or 66.9%, of the ~~Company had received $1.3 million in processing fees. If a loan is paid off~~first-round loans were forgiven and $221,000, or ~~forgiven by the SBA prior to its maturity date, the remaining unamortized deferred fees will be recognized in interest income at that time. At such time that any~~0.6%, of ~~these~~second-round loans ~~are forgiven or repaid before the scheduled maturity, we expect an increase in interest income and the net interest margin during that period.~~were forgiven.

Critical Accounting Policies

There are no material changes to the critical accounting policies as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Comparison of Financial Condition at June 30, ~~2020~~2021 and December 31, ~~2019~~2020

Assets. Total assets increased to ~~$1.48~~$1.79 billion at June 30, ~~2020~~2021 from ~~$1.31~~$1.65 billion at December 31, ~~2019.~~2020.

~~Total~~Net loans, excluding loans held for sale, increased ~~$112.6~~$104.4 million to ~~$996.4 million~~$1.25 billion at June 30, ~~2020,~~2021, from ~~$883.8 million~~$1.14 billion at December 31, ~~2019.~~2020. During the six months ended June 30, ~~2020, one-~~2021, auto and other consumer loans increased $43.4 million, with $13.9 million in purchases of manufactured home loans and $34.5 million in purchased auto loans offset by prepayment activity. One- to four-family residential loans ~~increased $19.3~~decreased $8.0 million as ~~we purchased a $28.0 million mortgage loan pool. Multi-family~~prepayment of loans ~~increased $7.2 million, as we continued to build this part of~~exceeded originations during the ~~loan portfolio. Commercial real estate loans increased by $11.5 million as we continue to build our lending presence in King and Whatcom Counties as well as in our legacy markets.~~period. Commercial business loans ~~increased $57.9~~decreased $24.2 million as wenewly funded PPP loans were offset by PPP forgiveness payments received during the period for a net increase of $22.0 million and ~~increased balances generated through~~participation in the Northpointe Bank Mortgage Participation Program ~~which provides interim financing~~decreased to ~~mortgage originators based on the contractual sale agreement of a mortgage loan during the first half of~~$0 at June 30, 2021, from $47.3 million at December 31, 2020. Auto and other consumer loans decreased $2.9 million as we scaled back funding in our specialty auto loan portfolio. Competition for quality commercial credits remains; however, impacts of the COVID-19 pandemic effect both the supply and demand for credit. An increase in refinance activity of one- to-four family residential loans also occurred during the period.

Construction and land loans increased ~~$21.0,~~$60.1 million, or ~~56.4%~~48.6%, to ~~$58.2~~$183.7 million at June 30, ~~2020,~~2021, from ~~$37.2~~$123.6 million at December 31, ~~2019. The majority of our~~2020. Our construction loans are geographically dispersed throughout ~~the Puget Sound region~~Western Washington (with one loan in Oregon) and, as a result, ~~these loans~~ are susceptible to risks that may vary depending on the nature and location of the project. We manage our construction lending by utilizing a licensed third-party vendor to assist us in monitoring our construction projects and intend to begin utilizing internal staffing to monitor certain projects, which we expect will enhance fee income related to these loans. In March 2020, the vast majority of construction projects in Washington State were put on hold as a result of Governor Jay Inslee’s “Stay Home, Stay Safe” order. By June 30, 2020, most projects were able to restart under specific criteria.projects. We continue to monitor the projects currently in our portfolio to determine the impact of COVID-19 on completion. As of this point in time, we have no reason to believe that any of the projects in process will not be completed. At June 30, 2021, $59.1 million was included in the construction loan total for commercial acquisition-renovation loans which have a small construction component included with a traditional real estate loan, compared to $39.3 million at December 31, 2020. By investing in one- to four-family, multi-family and acquisition-renovation construction projects which increase housing options, we are doing our small part to address housing affordability.

We monitor real estate values and general economic conditions in our market areas, in addition to assessing the strength of our borrowers, ~~in order~~including their equity contributions to a project, to prudently underwrite construction loans. For the majority of 2019, we decreased our construction lending, which resulted in a decline in construction balances at the end of the year compared to 2018. In the fourth quarter of 2019 and the first quarter of 2020, we increased production in construction lending and our commitments increased accordingly. We continually assess our lending strategies across all product lines and markets within which we do business ~~in order~~ to improve earnings while also prudently managing credit risk.

3638

Table of Contents

The following tables show our construction commitments by type and geographic concentrations at the dates indicated:

June 30, 2020	North Olympic Peninsula (1)		Puget Sound Region (2)		Other Washington		Total
June 30, 2021									North Olympic Peninsula (1)		Puget Sound Region (2)		Other Washington		Oregon		Total
	(In thousands)								(In thousands)
Construction Commitment
One- to four-family residential	$	17,475	$	24,670	$	405	$	42,550	$	23,702	$	42,495	$	1,059	$	—	$	67,256
Multi-family residential		—		44,966		—		44,966		—		146,634		—		8,020		154,654
Commercial acquisition-renovation										5,329		44,196		16,638		—		66,163
Commercial real estate		7,430		21,692		2,801		31,923		1,712		40,705		2,679		—		45,096
Total commitment	$	24,905	$	91,328	$	3,206	$	119,439	$	30,743	$	274,030	$	20,376	$	8,020	$	333,169

Construction Funds Disbursed
One- to four-family residential	$	6,226	$	12,432	$	235	$	18,893	$	7,952	$	24,959	$	538	$	—	$	33,449
Multi-family residential		—		20,492		—		20,492		—		54,303		—		3,794		58,097
Commercial acquisition-renovation										4,555		38,925		15,661		—		59,141
Commercial real estate		6,810		4,814		54		11,678		1,505		21,525		1,240		—		24,270
Total disbursed	$	13,036	$	37,738	$	289	$	51,063	$	14,012	$	139,712	$	17,439	$	3,794	$	174,957

Undisbursed Commitment
One- to four-family residential	$	11,249	$	12,238	$	170	$	23,657	$	15,750	$	17,536	$	521	$	—	$	33,807
Multi-family residential		—		24,474		—		24,474		—		92,331		—		4,226		96,557
Commercial acquisition-renovation										774		5,271		977		—		7,022
Commercial real estate		620		16,878		2,747		20,245		207		19,180		1,439		—		20,826
Total undisbursed	$	11,869	$	53,590	$	2,917	$	68,376	$	16,731	$	134,318	$	2,937	$	4,226	$	158,212

Land Funds Disbursed
One- to four-family residential	$	4,677	$	2,062	$	351	$	7,090	$	4,284	$	2,840	$	166	$	—	$	7,290
Commercial real estate		—		—		—		—		—		1,438		—		—		1,438
Total disbursed for land	$	4,677	$	2,062	$	351	$	7,090	$	4,284	$	4,278	$	166	$	—	$	8,728

(1) Includes Clallam and Jefferson counties.

(2) Includes Kitsap, Mason, Thurston, Pierce, King, Snohomish, Skagit, Whatcom, and Island counties.

December 31, 2019	North Olympic Peninsula		Puget Sound Region		Other Washington		Total
December 31, 2020									North Olympic Peninsula (1)		Puget Sound Region (2)		Other Washington		Oregon		Total
	(In thousands)								(In thousands)
Construction Commitment
One- to four-family residential	$	14,915	$	23,969	$	496	$	39,380	$	15,473	$	29,827	$	1,477	$	—	$	46,777
Multi-family residential		—		27,241		—		27,241		—		117,524		—		8,020		125,544
Commercial acquisition-renovation										1,644		28,177		16,637		—		46,458
Commercial real estate		6,381		563		3,120		10,064		2,282		46,103		2,755		—		51,140
Total Commitment	$	21,296	$	51,773	$	3,616	$	76,685	$	19,399	$	221,631	$	20,869	$	8,020	$	269,919

Construction Funds Disbursed
One- to four-family residential	$	5,242	$	10,734	$	151	$	16,127	$	7,208	$	15,976	$	845	$	—	$	24,029
Multi-family residential		—		10,465		—		10,465		—		33,217		—		—		33,217
Commercial acquisition-renovation										1,297		24,045		15,300		—		40,642
Commercial real estate		2,704		563		58		3,325		1,677		14,812		429		—		16,918
Total disbursed	$	7,946	$	21,762	$	209	$	29,917	$	10,182	$	88,050	$	16,574	$	—	$	114,806

Undisbursed Commitment
One- to four-family residential	$	9,673	$	13,235	$	345	$	23,253	$	8,265	$	13,851	$	632	$	—	$	22,748
Multi-family residential		—		16,776		—		16,776		—		84,307		—		8,020		92,327
Commercial acquisition-renovation										347		4,132		1,337		—		5,816
Commercial real estate		3,677		—		3,062		6,739		605		31,291		2,326		—		34,222
Total undisbursed	$	13,350	$	30,011	$	3,407	$	46,768	$	9,217	$	133,581	$	4,295	$	8,020	$	155,113

Land Funds Disbursed
One- to four-family residential	$	4,904	$	1,343	$	—	$	6,247	$	4,350	$	2,728	$	347	$	53	$	7,478
Commercial real estate		1,023		—		—		1,023		—		1,343		—		—		1,343
Total disbursed for land	$	5,927	$	1,343	$	—	$	7,270	$	4,350	$	4,071	$	347	$	53	$	8,821

3739

Table of Contents

During the six months ended June 30, ~~2020,~~2021, the Company originated ~~$276.3~~$216.7 million of loans, of which ~~$145.1~~$149.3 million, or ~~52.5%~~68.9%, were originated in the Puget Sound region, ~~$115.7~~$63.1 million, or ~~41.9%~~29.1%, in the North Olympic Peninsula, ~~$11.9~~$1.0 million, or ~~4.3%~~0.5%, in other areas throughout Washington State, and ~~$3.7~~$3.2 million, or ~~1.3%~~1.5%, in Oregon. The Company purchased an additional ~~$28.0~~$34.5 million in ~~one- to four-family~~auto loans and ~~$15.9~~$13.9 million in ~~specialty auto~~manufactured home loans during the six months ended June 30, ~~2020.~~2021. We will continue to evaluate opportunities to ~~grow loans~~acquire assets through wholesale channels in order to supplement our organic originations and increase net interest income.

Our allowance for loan losses increased ~~$2.5 million,~~$741,000, or ~~25.8%~~5.4%, to ~~$12.1~~$14.6 million at June 30, ~~2020,~~2021, from ~~$9.6~~$13.8 million at December 31, ~~2019.~~2020. The increase was due to a ~~$2.8 million~~ loan loss provision of $800,000, offset by net charge-offs of ~~$285,000~~$59,000 for the ~~six- month~~six-month period. The provision is ~~largely attributed~~ to account for growth in the loan portfolio adjusted for qualitative ~~factor adjustments made in response~~factors. We continue to monitor the economic impact of the COVID-19 pandemic ~~as well as to account for growth~~which is included in the ~~loan portfolio.~~qualitative factor adjustments. The allowance for loan losses as a percentage of total loans at both June 30, ~~2020~~2021 and December 31, ~~2019~~2020 was 1.2% ~~and 1.1%, respectively.~~.

Nonperforming loans ~~increased $1.6 million,~~decreased $489,000, or ~~86.9%~~21.5%, to ~~$3.4~~$1.8 million at June 30, ~~2020,~~2021, from ~~$1.8~~$2.3 million at December 31, ~~2019,~~2020, mainly attributable to ~~an increase~~improvements in nonperforming one- to four-family loans of ~~$845,000,~~$128,000, multi-family loans of ~~$297,000, construction and land loans of $108,000, and commercial business loans of $308,000, partially offset by a decrease in~~$284,000, commercial real estate loans of ~~$74,000.~~$74,000 and auto and other consumer loans of $18,000. Nonperforming loans to total loans ~~increased to 0.3%~~was 0.1% at June 30, ~~2020, from~~2021 and 0.2% at December 31, ~~2019.~~2020. The allowance for loan losses as a percentage of nonperforming loans ~~decreased~~increased to ~~360.8%~~817.7% at June 30, ~~2020,~~2021, from ~~536.1%~~609.2% at December 31, ~~2019.~~2020.

At June 30, ~~2020,~~2021, there were ~~$2.5~~$2.0 million in restructured loans, of which ~~$2.4~~$1.8 million were performing in accordance with their modified payment terms and returned to accrual status. Classified loans increased ~~$154,000~~$5.8 million to ~~$5.1~~$13.3 million at June 30, ~~2020,~~2021, from ~~$5.0~~$7.5 million at December 31, ~~2019~~2020, due to the addition of one commercial real estate loan that was downgraded during the period.

~~Asset quality remains consistent with December 31, 2019.~~ Net loan charge-offs are concentrated mainly in our indirect auto loan portfolio. We ~~recently adjusted~~stopped originating loans from one of our indirect auto loan product offerings ~~and underwriting criteria~~in 2020 to ~~improve~~reduce credit ~~quality~~risk and ~~reduce~~ future charge-off activity. We continue to monitor the ~~indirect auto loan~~ program in order to prudently ~~balance~~manage risk ~~and return~~ within the portfolio. The balance of indirect auto loans decreased to $15.1 million at June 30, 2021 from $20.5 million at December 31, 2020. We believe our allowance for loan losses is adequate to absorb the known and inherent risks of loss in the overall loan portfolio as of June 30, ~~2020. While the ultimate impact of the COVID-19 pandemic and response from Federal and State government remains to be seen, we increased the qualitative factor related to the economy this quarter.~~2021.

Loans receivable, excluding loans held for sale, consisted of the following at the dates indicated:

													Increase (Decrease)
	June 30, 2020			December 31, 2019			June 30, 2021			December 31, 2020			Amount			Percent
	(In thousands)						(In thousands)
Real Estate:
One-to-four family	$	325,349		$	306,014		$	301,816		$	309,828		$	(8,012	)		(2.6	)%
Multi-family		103,279			96,098			166,502			162,467			4,035			2.5
Commercial real estate		267,233			255,722			319,644			296,574			23,070			7.8
Construction and land		58,153			37,187			183,685			123,627			60,058			48.6
Total real estate loans		754,014			695,021			971,647			892,496			79,151			8.9

Consumer:
Home equity		33,696			35,046			36,886			33,103			3,783			11.4
Auto and other consumer		109,214			112,119			171,617			128,233			43,384			33.8
Total consumer loans		142,910			147,165			208,503			161,336			47,167			29.2

Commercial business loans		99,477			41,571			75,995			100,201			(24,206	)		(24.2	)

Total loans		996,401			883,757			1,256,145			1,154,033			102,112			8.8
Less:
Net deferred loan fees		1,842			206			5,610			4,346			1,264			29.1
Premium on purchased loans, net		(3,901	)		(4,514	)		(10,393	)		(6,129	)		(4,264	)		69.6
Allowance for loan losses		12,109			9,628			14,588			13,847			741			5.4
Loans receivable, net	$	986,351		$	878,437		$	1,246,340		$	1,141,969		$	104,371			9.1

3840

Table of Contents

The following table represents nonperforming assets at the dates indicated.

													Increase (Decrease)
	June 30, 2020			December 31, 2019			June 30, 2021			December 31, 2020			Amount			Percent
	(In thousands)						(In thousands)
Nonperforming loans:
Real estate loans:
One- to four-family	$	1,543		$	698		$	784		$	912		$	(128	)		(14.0	)%
Multi-family		297			—			—			284			(284	)		(100.0	)
Commercial real estate		35			109			83			157			(74	)		(47.1	)
Construction and land		137			29			24			26			(2	)		(7.7	)

Total real estate loans		2,012			836			891			1,379			(488	)		(35.4	)

Consumer loans:
Home equity		140			112			90			73			17			23.3
Auto and other consumer		896			848			803			821			(18	)		(2.2	)

Total consumer loans		1,036			960			893			894			(1	)		(0.1	)

Commercial business		308			—			—			—			—			100.0

Total nonperforming loans		3,356			1,796			1,784			2,273			(489	)		(21.5	)

Real estate owned:
Land		62			62			—			2			(2	)		(100.0	)

Total real estate owned		62			62			—			2			(2	)		(100.0	)

Repossessed assets		134			92			—			—			—			100.0

Total nonperforming assets	$	3,552		$	1,950		$	1,784		$	2,275		$	(491	)		(21.6	)

Nonaccrual and 90 days or more past due loans as a percentage of total loans		0.3	%		0.2	%		0.1	%		0.2	%		(0.1	)%		(50.0	)

Investment securities increased ~~$48.7~~$6.2 million, or ~~15.4%~~1.7%, to ~~$364.3~~$370.5 million at June 30, ~~2020,~~2021, from ~~$315.6~~$364.3 million at December 31, ~~2019,~~2020, due to the purchase ~~and sale~~ of securities, offset by sales, normal payments and prepayment activity, and an increase in the market value of the portfolio. Mortgage-backed securities represent the largest portion of our investment securities portfolio and totaled $110.1 million at June 30, 2020, or 30.2% of the investment securities portfolio, a decrease during the year of $58.4 million, or 34.7%, from $168.5 million at December 31, 2019.activity. Other investment securities, including municipal bonds and other asset-backed securities, were ~~$254.2~~$239.6 million at June 30, ~~2020,~~2021, or ~~69.8%~~64.7% of the total investment securities portfolio, a decrease of $35.4 million from $275.0 million at December 31, 2020. Mortgage-backed securities totaled $130.9 million at June 30, 2021, or 35.3% of the investment securities portfolio, an increase during the year of ~~$107.1~~$41.6 million, or 46.6%, from ~~$147.1~~$89.3 million at December 31, ~~2019.~~2020. The investment portfolio, including mortgage-backed securities, had an estimated projected average life of ~~6.7~~7.3 years as of June 30, ~~2020,~~2021, and ~~5.0 years as of~~ December 31, ~~2019,~~2020, and had an estimated average repricing term of ~~4.8~~6.6 years as of June 30, ~~2020,~~2021, and ~~3.7~~5.0 years as of December 31, ~~2019,~~2020, based on the interest rate environment at those times.

The investment portfolio was ~~comprised~~composed of ~~58.9%~~45.0% in amortizing securities at June 30, ~~2020~~2021 and ~~81.8%~~48.0% at December 31, ~~2019.~~2020. The projected average life of our securities may vary due to prepayment activity, which, particularly in the mortgage-backed securities portfolio, is impacted by prevailing mortgage interest rates. Management maintains a focus on enhancing the mix of earning assets by originating loans as a percentage of earning assets; however, we continue to purchase investment securities as a source of additional interest income. For additional information, see Note 2 of the Notes to Consolidated Financial Statements contained in Item 1 of this Form 10-Q.

3941

Table of Contents

Liabilities. Total liabilities increased ~~$172.1 million~~ to ~~$1.30~~$1.6 billion at June 30, ~~2020,~~2021, from ~~$1.13~~$1.47 billion at December 31, ~~2019,~~2020, primarily due to an increase in deposits of ~~$168.7 million.~~$108.2 million and the issuance of subordinated debt of $40.0 million in March 2021.

Deposit balances increased ~~16.8%~~8.1%, to ~~$1.17~~$1.44 billion at June 30, ~~2020,~~2021, from ~~$1.00~~$1.33 billion at December 31, ~~2019.~~2020. There was ~~an $82.2~~a $51.9 million increase in demand deposit accounts, a $81.9 million increase in money market accounts, ~~a $62.7 million increase in transaction accounts,~~ and a ~~$6.8~~$21.3 million increase in savings accounts during the ~~year.~~period, while the balance of certificates of deposits decreased $46.9 million. The increase in deposits is in large part due to organic growth, the Federal government's continued response to the pandemic including stimulus payments, and deposit of additional ~~unemployment benefits,~~PPP funding. We strategically increased noninterest-bearing and ~~deferrals of Federal tax payment due dates. These actions, coupled with decreased spending by consumers and business, resulted in higher deposit balances.~~other core deposits to manage overall funding costs. In addition to collecting customer deposits, we utilize brokered certificates of deposit ("brokered CDs") as an additional funding source in order to manage our cost of funds, reduce our reliance on public funds deposits, and allow flexibility when competing on retail rates. At June 30, ~~2020,~~2021, we had ~~$86.3~~$74.0 million in brokered CDs included in the ~~$325.2~~$261.8 million balance of certificates of ~~deposit.~~deposit compared to $86.0 million in brokered CDs at December 31, 2020.

On March 25, 2021, the Company completed a private placement of $40.0 million of 3.75% fixed-to-floating rate subordinated notes due 2031 (the “Notes”) to certain qualified institutional buyers and institutional accredited investors. The net proceeds to the Company from the sale of the Notes were approximately $39.3 million after deducting placement agent fees and other offering expenses. The Notes have been structured to qualify as Tier 2 capital for the Company for regulatory capital purposes. The Company intends to use the net proceeds of the offering for general corporate purposes and has provided $20.0 million to the Bank as Tier 1 capital.

Equity. Total shareholders' equity ~~decreased $536,000~~increased $2.4 million to ~~$176.3~~$188.8 million for the six months ended June 30, ~~2020.~~2021. The ~~decrease was due to $5.5~~Company recorded year-to-date net income of $6.1 million ~~the~~and an after-tax increase in unrealized gain on available-for-sale investments of $706,000. Increases were partially offset by $2.5 million in repurchases of shares of common stock, ~~largely offset by an after-tax increase~~a $1.7 million adjustment in other comprehensive income reflecting the recognition of ~~$2.3 million due~~prior service cost related to the ~~increased value~~transfer out of ~~our available-for-sale~~participation in a multiemployer pension plan into a single employer plan, and an $888,000 decrease for realized gains on securities ~~portfolio, as well as year-to-date net income of $2.9 million.~~sold.

Comparison of Results of Operations for the Three Months Ended June 30, ~~2020~~2021 and ~~2019~~2020

General. Net income ~~decreased $103,000,~~increased $1.0 million, or ~~4.9%~~51.6%, to $3.0 million for the three months ended June 30, 2021, compared to net income of $2.0 million for the three months ended June 30, 2020, ~~compared to net income of $2.1 million for the three months ended June 30, 2019. The decrease is mainly~~ due to ~~a larger~~an increase in net interest income after provision for loan ~~loss provision in the current period~~losses compared to the same period ~~one year ago, which was partially offset by~~in 2020 and a ~~decrease in net noninterest expense. An~~modest increase in noninterest income, ~~driven~~partially offset by ~~mortgage revenue offset~~ an increase in noninterest ~~expense due primarily to higher compensation expenses.~~expense.

Net Interest Income. Net interest income increased ~~$437,000~~$3.5 million to $13.6 million for the three months ended June 30, 2021, from $10.1 million for the three months ended June 30, 2020.~~, compared~~ This increase was mainly the result of an increase in average earning assets of $334.4 million. The yield on average interest-earning assets decreased 11 basis points to ~~$9.7 million~~3.68% for the three months ended June 30, ~~2019 The yield on average interest-earning assets decreased 47 basis points~~2021, compared to 3.79% ~~for the three months ended June 30, 2020, compared to 4.26%~~ for the same period in the prior ~~year. This was~~year due to a decrease in ~~market interest rates~~reinvestment loan and ~~a decrease in the ratio of total loans to assets in the current period compared to one year ago from 67.4% to 69.9%.~~investment securities rates.

The average cost of interest-bearing liabilities decreased ~~44 basis points~~ to ~~0.89%~~0.46% for the three months ended June 30, ~~2020,~~2021, compared to ~~1.33%~~0.89% for the same period last ~~year. The decrease was~~year, due ~~in part~~primarily to a ~~reduction~~decrease in rates on interest-bearing deposits of 58 basis points combined with an increase in borrowing volume of $20.0 million and higher borrowing rates due to the ~~level and~~issuance of subordinated debt. Total cost of ~~borrowings given the prepayment of higher costing FHLB borrowings in the first quarter of 2020. As a result, our average cost of FHLB borrowings~~funds decreased ~~to 1.13% in the first quarter of 2020 compared to 2.99% for the same period one year prior. The cost of interest-bearing deposits decreased by 17~~37 basis points to ~~0.87% compared to 1.04% for the three months ended June 30, 2019, given decreasing market rates.~~

~~Due to the average yield on interest-earning assets decreasing at a faster pace than our interest-bearing liabilities, the net interest margin decreased 13~~37 basis points ~~to 3.10%~~ for the three months ended June 30, 2020, from ~~3.23%~~74 basis points for the same period in ~~2019. For additional information, see Rate/Volume Analysis contained~~2020. The net interest margin increased 24 basis points to 3.34% for the three months ended June 30, 2021, from 3.10% for the same period in ~~Item 2 of this Form 10-Q.~~2020.

Interest Income. Total interest income ~~decreased $425,000,~~increased $2.7 million, or ~~3.3%~~21.8%, to ~~$12.4~~$15.0 million for the three months ended June 30, ~~2020,~~2021, from ~~$12.8~~$12.4 million for the comparable period in ~~2019.~~2020, primarily due to an increase in the average balances on interest-earning assets. Interest and fees on loans receivable ~~decreased $237,000,~~increased $2.6 million, to $12.9 million for the three months ended June 30, 2021, from $10.2 million for the three months ended June 30, 2020, ~~from $10.5~~related to an increase in the average balance of net loans receivable of $268.9 million compared to the prior year. Average loan yields decreased 10 basis points to 4.30% for the three months ended June 30, ~~2019, due primarily to a decrease in the yield on loans and securities. Average loan yields decreased 34 basis points to 4.40% for the three months ended June 30, 2020~~2021, compared to the three months ended June 30, ~~2019 due to a decrease in market rates and an increase in the amount of lower yielding loans as a percentage of loans, including Northpointe and PPP loans.~~

Interest income on investment securities increased $347,000 to $1.3 million for the three months ended June 30, 2020, compared to $1.0 million for the three months ended June 30, 2019, due to a $96.6 million increase in average balances partially offset by an 86 basis point decrease in average yield related to a decrease in the yield on variable rate securities. The change in average yield on investment securities does not include the benefit of nontaxable income from municipal bonds. Interest income on mortgage-backed and related securities for the three months ended June 30, 2020 decreased $452,000, or 37.9%, compared to the three months ended June 30, 2019, the result of a decrease of $43.3 million in the average balance and a 49 basis point decrease in the average yield in the 2020 period.2020.

The following table compares average earning asset balances, associated yields, and resulting changes in interest income for the periods shown:

	Three Months Ended June 30,
	2021					2020
	Average Balance Outstanding		Yield			Average Balance Outstanding		Yield			Increase (Decrease) in Interest Income
	(Dollars in thousands)
Loans receivable, net	$	1,200,273		4.30	%	$	931,344		4.40	%	$	2,630
Investment securities		273,014		2.17			213,141		2.47			164
Mortgage-backed securities		122,671		2.11			135,604		2.18			(96	)
FHLB stock		4,074		4.53			4,426		4.97			(9	)
Interest-bearing deposits in banks		39,750		0.15			20,922		0.15			7
Total interest-earning assets	$	1,639,782		3.68	%	$	1,305,437		3.79	%	$	2,696

Three Months Ended June 30,

2020

2019

Average Balance Outstanding

Yield

Average Balance Outstanding

Yield

Increase (Decrease) in Interest Income

(Dollars in thousands)
Loans receivable, net
$ 931,344 4.40 % $ 883,290 4.74 % $ (237 )
Investment securities
213,141 2.47 116,496 3.33 347
Mortgage-backed securities
135,604 2.18 178,878 2.67 (452 )
FHLB stock
4,426 4.97 7,066 4.98 (33 )
Interest-bearing deposits in banks
20,922 0.15 13,118 1.77 (50 )
Total interest-earning assets
$ 1,305,437 3.79 % $ 1,198,848 4.26 % $ (425 )

4042

Table of Contents

Interest Expense. Total interest expense decreased ~~$862,000,~~$840,000, or ~~27.8%~~37.5%, to $1.4 million for the three months ended June 30, 2021, compared to $2.2 million for the three months ended June 30, 2020, ~~compared~~due to ~~$3.1~~a decrease in interest expense on deposits of $1.2 million resulting from a 58 basis point decrease in the average cost of interest-bearing deposits. The average balance of interest-bearing deposits increased $196.5 million, or 21.0%, to $1.13 billion for the three months ended June 30, 2019, mainly due to an 80.6% decrease in interest paid on borrowings. Interest expense on deposits decreased slightly for the three months ended June 30, 2020, due to lower rates offsetting the impact of increased balances. The average balance of interest-bearing deposits increased $141.2 million, or 17.7%, to2021, from $937.0 million for the three months ended June 30, 2020, ~~from $795.8~~as we grew deposits in new and existing market areas. Additionally, the growth was supported by Government programs put in place to support the economy during the COVID-19 pandemic.

During the three months ended June 30, 2021, interest expense on certificates of deposit decreased due to a decrease in the average balance of $72.4 million and a decrease of 84 basis points in the average rate paid, compared to the three months ended June 30, 2020. During the same period, the average balances of savings, demand deposit, and money market accounts increased $12.5 million, $46.7 million and $209.7 million, respectively. The average cost of interest-bearing deposit products decreased to 0.29% for the three months ended June 30, 2019, as we continued to target deposit growth in new and existing market areas as well as the industry-wide impact of surge deposits during the pandemic. During the three months ended June 30, 2020, the average balance of savings accounts increased $9.7 million and the related weighted-average cost decreased 29 basis points compared to the same period in 2019. The average balance of certificates of deposit balances grew $90.5 million and the weighed-average cost decreased by 51 basis points, mainly as a result of the utilization of brokered CDs. During the three months ended June 30, 2020, the average balance of money market accounts increased $34.0 million compared to the same period in the prior year. The average cost of deposits decreased by 17 basis points to2021, from 0.87% for the three months ended June 30, 2020, ~~from 1.04% for~~due in large part to the ~~three months ended June 30, 2019.~~expiration of promotional rates and a shift in balances to demand deposit accounts. Borrowing costs ~~decreased~~increased due to ~~a decrease~~the subordinated debt issued in ~~balances and the average rate paid during the most recent quarter compared to the same period in 2019.~~March 2021.

The following table details average balances, cost of funds and the change in interest expense for the periods shown:

	Three Months Ended June 30,													Three Months Ended June 30,
	2020					2019								2021					2020
	Average Balance Outstanding		Rate			Average Balance Outstanding		Rate			Increase (Decrease) in Interest Expense			Average Balance Outstanding		Rate			Average Balance Outstanding		Rate			Increase (Decrease) in Interest Expense
	(Dollars in thousands)													(Dollars in thousands)
Savings accounts	$	172,833		0.62	%	$	163,106		0.91	%	$	(103	)	$	185,336		0.07	%	$	172,833		0.62	%	$	(235	)
Transaction accounts		122,951		0.01			115,914		0.12			(32	)		169,681		0.02			122,951		0.01			6
Money market accounts		291,526		0.55			257,548		0.49			87			501,237		0.22			291,526		0.55			(125	)
Certificates of deposit		349,658		1.57			259,203		2.08			21			277,218		0.73			349,658		1.57			(862	)
Borrowings		71,170		1.13			138,643		2.99			(835	)
FHLB advances															51,917		1.41			71,170		1.13			(18	)
Subordinated debt															39,276		4.02			—		—			394
Total interest-bearing liabilities	$	1,008,138		0.89	%	$	934,414		1.33	%	$	(862	)	$	1,224,665		0.46	%	$	1,008,138		0.89	%	$	(840	)

Provision for Loan Losses. The provision for loan losses was $300,000 for the three months ended June 30, 2021, primarily due to growth in the loan portfolio, and was $1.5 million ~~during~~for the three months ended June 30, 2020, ~~compared to a $255,000 provision for loan losses for the three months ended June 30, 2019. This was mainly~~ due to ~~an increase to the economic qualitative factor resulting from~~ the uncertainty ~~surrounding~~in economic conditions created by the COVID-19 pandemic and ~~its potential impact on~~growth in the ~~loans in our~~loan portfolio.

The following table details activity and information related to the allowance for loan losses for the periods shown:

	Three Months Ended June 30,						Three Months Ended June 30,
	2020			2019			2021			2020
	(Dollars in thousands)						(Dollars in thousands)
Provision for loan losses	$	1,500		$	255		$	300		$	1,500
Net charge-offs		(221	)		(283	)
Net recoveries (charge-offs)								23			(221	)
Allowance for loan losses		12,109			9,731			14,588			12,109
Allowance for losses as a percentage of total gross loans receivable at the end of this period		1.2	%		1.1	%
Allowance for losses as a percentage of total gross loans receivable at period end								1.2	%		1.2	%
Total nonaccrual loans		3,356			1,291			1,784			3,356
Allowance for loan losses as a percentage of nonaccrual loans at end of period		360.8	%		753.8	%
Allowance for loan losses as a percentage of nonaccrual loans at period end								817.7	%		360.8	%
Nonaccrual and 90 days or more past due loans as a percentage of total loans		0.3	%		0.1	%		0.1	%		0.3	%
Total loans	$	996,401		$	879,054		$	1,256,145		$	996,401

Noninterest Income. Noninterest income ~~increased $2.7~~decreased $237,000, or 5.8%, to $3.9 million ~~or 188.8%, to~~for the three months ended June 30, 2021, from $4.1 million for the three months ended June 30, 2020, ~~from $1.4 million for the three months ended June 30, 2019, primarily~~mainly due to ~~the~~a decrease in gain on ~~sales~~sale of mortgage loans of ~~$1.9~~$1.1 million. Gain on sale of investments was $1.1 million for the second quarter of 2021, compared to gain on sale of ~~investment securities~~investments of ~~$604,000, and an increase~~$661,000 for the same period in the cash surrender value of bank owned life insurance of $482,000. Loan and deposit fees decreased by $230,000 due to fewer non-sufficient funds fees as transaction volume reduced during the quarter as well as customers generally carrying higher balances in their deposit accounts.2020.

The following table provides a detailed analysis of the changes in the components of noninterest income for the periods shown:

	Three Months Ended June 30,					Increase (Decrease)
	2021		2020			Amount			Percent
	(Dollars in thousands)
Loan and deposit service fees	$	1,001	$	765		$	236			30.8	%
Mortgage servicing fees, net of amortization		13		(172	)		185			(107.6	)
Net gain on sale of loans		921		2,001			(1,080	)		(54.0	)
Net gain on sale of investment securities		1,124		661			463			70.0
Increase in cash surrender value of bank-owned life insurance		242		627			(385	)		(61.4	)
Other income		571		227			344			151.5
Total noninterest income	$	3,872	$	4,109		$	(237	)		(5.8	)%

Three Months Ended June 30,

Increase (Decrease)

2020

2019

Amount

Percent

(Dollars in thousands)
Loan and deposit service fees
$ 765 $ 995 $ (230 ) (23.1 )%
Mortgage servicing fees, net of amortization
(172 ) 54 (226 ) (418.5 )
Net gain on sale of loans
2,001 88 1,913 2,173.9
Net gain on sale of investment securities
661 57 604 1,059.6
Increase in cash surrender value of bank-owned life insurance
627 145 482 332.4
Other income
227 84 143 170.2
Total noninterest income
$ 4,109 $ 1,423 $ 2,686 188.8 %

4143

Table of Contents

Noninterest Expense. Noninterest expense increased ~~$2.0~~$3.4 million, or ~~24.3% during~~33.3%, to $13.7 million for the three months ended June 30, 2021, compared to $10.3 million for the three months ended June 30, 2020, ~~compared to the three months ended June 30, 2019, mainly due to~~primarily as a ~~25.5%~~result of an increase in compensation and benefits ~~driven by~~as we added staff to manage the company and generate additional ~~staffing~~revenue. Compensation and benefits was also higher due to a $160,000 increase in commissions paid on increased mortgage and commercial loan production ~~which increased 656.4%.~~and a $500,000 increase related to equity awarded to the principal owners of POM Peace of Mind, Inc. ("POM") as part of the Quin Ventures, Inc. ("Quin" or "Quin Ventures") joint venture agreement. Occupancy and equipment increased ~~18.0% and advertising increased 64.6%.~~as a result of new software implementation.

The following table provides an analysis of the changes in the components of noninterest expense for the periods shown:

	Three Months Ended June 30,				Increase (Decrease)						Three Months Ended June 30,				Increase (Decrease)
	2020		2019		Amount			Percent			2021		2020		Amount			Percent
	(Dollars in thousands)										(Dollars in thousands)
Compensation and benefits	$	5,966	$	4,753	$	1,213			25.5	%	$	8,559	$	5,966	$	2,593			43.5	%
Data processing		769		667		102			15.3			726		769		(43	)		(5.6	)
Occupancy and equipment		1,345		1,140		205			18.0			1,803		1,345		458			34.1
Supplies, postage, and telephone		284		242		42			17.4			355		284		71			25.0
Regulatory assessments and state taxes		223		195		28			14.4			301		223		78			35.0
Advertising		377		229		148			64.6			492		377		115			30.5
Professional fees		354		331		23			6.9			644		354		290			81.9
FDIC insurance premium		70		77		(7	)		(9.1	)		168		70		98			140.0
Other		894		638		256			40.1
Other expense												659		894		(235	)		(26.3	)
Total	$	10,282	$	8,272	$	2,010			24.3	%	$	13,707	$	10,282	$	3,425			33.3	%

Provision for Income Tax. ~~Income~~An income tax expense of ~~$464,000~~$663,000 was recorded for the three months ended June 30, ~~2020,~~2021, compared to ~~$493,000~~$464,000 for the three months ended June 30, ~~2019, generally~~2020, due to ~~a decrease~~an increase in income before taxes of ~~$132,000.~~$1.1 million. For additional information, see Note 5 of the Notes to Consolidated Financial Statements contained in Item 1 of this Form 10-Q.

Comparison of Results of Operations for the Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020

General. Net income ~~decreased $1.4~~increased $3.3 million, or ~~33.5%~~114.7%, to ~~$2.9~~$6.1 million for the six months ended June 30, 2021, compared to net income of $2.8 million for the six months ended June 30, 2020, ~~compared to net income of $4.3 million for the six months ended June 30, 2019,~~ due to an increase in net interest income after provision for loan losses compared to the same period in 2020 and a modest increase in noninterest ~~expense~~income partially offset by an increase in noninterest ~~income.~~expense.

Net Interest Income. Net interest income increased ~~$244,000~~$7.6 million to $27.1 million for the six months ended June 30, 2021, from $19.5 million for the six months ended June 30, ~~2020, from $19.3 million for the six months ended June 30, 2019.~~2020. This increase was mainly the result of an increase in average earning assets of ~~$60.7~~$337.8 million. The yield on average interest-earning assets decreased 3612 basis points to ~~3.87%~~3.75% for the six months ended June 30, ~~2020,~~2021, compared to ~~4.23%~~3.87% for the same period in the prior ~~year.~~

~~The net interest margin decreased 11 basis points~~year due to 3.11% for the six months ended June 30, 2020, from 3.22% for the same period in 2019. A 36 basis point decrease in asset yields was offset by a 30 basis point decrease in our cost of interest-bearing liabilities, reducing our net interest rate spread and net interest margin.

The $244,000 increase in net interest income during the six months ended June 30, 2020, compared to the six months ended June 30, 2019, was the result of a $1.1 million decrease in interest expense driven by an improvement in the cost of interest-bearing liabilities which was partially offset by a decrease in ~~interest income. The decrease in interest expense of borrowings of $1.4 million was the main contributor to the increase in net interest income.~~reinvestment loan and investment securities rates.

The average cost of interest-bearing liabilities decreased to ~~0.99%~~0.43% for the six months ended June 30, ~~2020,~~2021, compared to ~~1.29%~~0.99% for the same period last year, due primarily to ~~decreases~~a decrease in rates on interest-bearing deposits of 62 basis points offset by an increase in borrowing ~~volume of $905,000 and decreases attributable to~~ rates of ~~$486,000.~~45 basis points related to the issuance of subordinated debt. Total cost of funds decreased 49 basis points to 35 basis points for the six months ended June 30, 2021, from 84 basis points for the same period in 2020. The net interest margin increased 32 basis points to 3.43% for the six months ended June 30, 2021, from 3.11% for the same period in 2020.

Interest Income. Total interest income ~~decreased $960,000,~~increased $5.4 million, or ~~3.8%~~22.0%, to ~~$24.3~~$29.7 million for the six months ended June 30, ~~2020,~~2021, from ~~$25.3~~$24.3 million for the comparable period in ~~2019,~~2020, primarily due to ~~a decrease~~an increase in the average ~~yields~~balances on interest-earning assets. Interest and fees on loans receivable ~~decreased $493,000,~~increased $5.3 million, to $25.4 million for the six months ended June 30, 2021, from $20.1 million for the six months ended June 30, 2020, ~~from $20.6 million for the six months ended June 30, 2019, in spite of~~related to an increase in the average balance of net loans receivable of ~~$24.0~~$265.3 million compared to the prior year. Average loan yields decreased 246 basis points to ~~4.45%~~4.39% for the six months ended June 30, ~~2020~~2021 compared to the six months ended June 30, ~~2019.~~2020.

Total interest income from securities decreased $344,000 to $4.1 million for the six months ended June 30, 2020 from $4.4 million for the same period in 2019. While the average balance of total securities increased $30.5 million, the average yield decreased 48 basis points. Interest income on investment securities increased $406,000, or 20.5% to $2.4 million for the six months ended June 30, 2020, compared to $2.0 million for the six months ended June 30, 2019, due to an increase in the average balance of $63.2 million partially offset by a decrease in average yield of 71 basis points compared to the same period in 2019. The change in average yields on investment securities does not include the benefit of nontaxable income from municipal bonds. Interest income on mortgage-backed and related securities for the six months ended June 30, 2020 decreased $750,000, or 30.6%, compared to the six months ended June 30, 2019, reflecting a $32.7 million decrease in the average balance and a decrease in yield of 41 basis points.

4244

Table of Contents

The following table compares average earning asset balances, associated yields, and resulting changes in interest income for the periods shown:

	Six Months Ended June 30,													Six Months Ended June 30,
	2020					2019								2021					2020
	Average Balance Outstanding		Yield			Average Balance Outstanding		Yield			Increase (Decrease) in Interest Income			Average Balance Outstanding		Yield			Average Balance Outstanding		Yield			Increase (Decrease) in Interest Income
	(Dollars in thousands)													(Dollars in thousands)
Loans receivable, net	$	901,116		4.45	%	$	877,095		4.69	%	$	(493	)	$	1,166,422		4.39	%	$	901,116		4.45	%	$	5,335
Investment securities		181,586		2.63			118,423		3.34			406			274,610		2.24			181,586		2.63			665
Mortgage-backed securities		148,593		2.29			181,297		2.70			(750	)		107,673		2.08			148,593		2.29			(591	)
FHLB stock		4,573		4.46			6,955		5.06			(74	)		3,942		4.66			4,573		4.46			(11	)
Interest-bearing deposits in banks		21,110		0.72			12,495		2.00			(49	)		42,150		0.13			21,110		0.72			(48	)
Total interest-earning assets	$	1,256,978		3.87	%	$	1,196,265		4.23	%	$	(960	)	$	1,594,797		3.75	%	$	1,256,978		3.87	%	$	5,350

Interest Expense. Total interest expense decreased ~~$1.2~~$2.3 million, or ~~20.0%~~47.0%, to $2.6 million for the six months ended June 30, 2021, compared to $4.8 million for the six months ended June 30, 2020, ~~compared~~due to ~~$6.0~~a decrease in interest expense on deposits of $2.4 million resulting from a 62 basis point decrease in the average cost of interest-bearing deposits. The average balance of interest-bearing deposits increased $219.9 million, or 24.6%, to $1.11 billion for the six months ended June 30, 2019, due to a decrease in borrowing costs of $1.4 million, or 68.7%. Interest expense on deposit costs increased for the six months ended June 30, 2020, by $187,000 due to an increase in average interest-bearing balances. The average balance of interest-bearing deposits increased $97.8 million, or 12.3%, to2021, from $893.0 million for the six months ended June 30, 2020, ~~from $795.2 million for the six months ended June 30, 2019,~~ as we ~~continued to target growth in~~grew deposits in new and existing market ~~areas and surge deposits related~~areas. Additionally, the growth was supported by many of the Government programs put in place to support the economy during the COVID-19 pandemic.

During the six months ended June 30, ~~2020,~~2021, interest expense on cost of certificates of deposit ~~increased~~decreased due to ~~an increase in average balance of $73.9 million partially offset by~~ a decrease in the average balance of $46.1 million and a decrease of 90 basis points in the average rate paid, ~~of 33 basis points,~~ compared to the six months ended June 30, ~~2019.~~2020. During the same period, the average balances of savings, ~~transaction,~~demand deposit, and money market accounts increased ~~$11.0~~$10.2 million, ~~$3.6~~$46.6 million and ~~$9.3~~$209.2 million, respectively. The average cost of all deposit products decreased to ~~0.94%~~0.25% for the six months ended June 30, 2021, from 0.78% for the six months ended June 30, 2020, ~~from 1.00% for~~due in large part to the ~~six months ended June 30, 2019.~~expiration of promotional rates and a shift in balances to transaction accounts. Borrowing costs ~~decreased as higher rate long term~~increased due to the issuance of subordinated debt in March 2021, partially offset by a decrease in the average balance and cost of FHLB advances ~~were prepaid during~~compared to the ~~six months.~~same period in 2020.

The following table details average balances, cost of funds and the change in interest expense for the periods shown:

	Six Months Ended June 30,													Six Months Ended June 30,
	2020					2019								2021					2020
	Average Balance Outstanding		Rate			Average Balance Outstanding		Rate			Increase (Decrease) in Interest Expense			Average Balance Outstanding		Rate			Average Balance Outstanding		Rate			Increase (Decrease) in Interest Expense
	(Dollars in thousands)													(Dollars in thousands)
Savings accounts	$	169,371		0.72	%	$	158,398		0.87	%	$	(79	)	$	179,524		0.08	%	$	169,371		0.72	%	$	(535	)
Transaction accounts		118,963		0.04			115,358		0.12			(49	)		165,562		0.02			118,963		0.04			(6	)
Money market accounts		272,030		0.56			262,747		0.48			123			481,269		0.24			272,030		0.56			(195	)
Certificates of deposit		332,674		1.68			258,737		2.01			192			286,552		0.78			332,674		1.68			(1,684	)
Borrowings		75,574		1.68			136,545		2.97			(1,391	)
FHLB advances															53,667		1.41			75,574		1.68			(261	)
Subordinated debt															21,334		3.96			—		—			419
Total interest-bearing liabilities	$	968,612		0.99	%	$	931,785		1.29	%	$	(1,204	)	$	1,187,908		0.43	%	$	968,612		0.99	%	$	(2,262	)

Provision for Loan Losses. The provision for loan losses was ~~$2.8 million during~~$800,000 for the six months ended June 30, 2021, primarily due to growth in the loan portfolio, and was $2.8 million for the six months ended June 30, 2020, ~~primarily~~ due to the uncertainty in economic conditions created by the ~~ongoing~~ COVID-19 pandemic ~~and~~as well as growth in the loan ~~portfolio, and was $590,000 for the six months ended June 30, 2019, primarily due to charge-off activity in our indirect auto loan~~ portfolio.

Table of Contents

The following table details activity and information related to the allowance for loan losses for the periods shown:

Six Months Ended June 30,

2020

2019

(Dollars in thousands)
Provision for loan losses
$ 2,766 $ 590
Net charge-offs
(285 ) (392 )
Allowance for loan losses
12,109 9,731
Allowance for losses as a percentage of total gross loans receivable at the end of this period
1.2 % 1.1 %
Total nonaccrual loans
3,356 1,291
Allowance for loan losses as a percentage of nonaccrual loans at end of period
360.8 % 753.8 %
Nonaccrual and 90 days or more past due loans as a percentage of total loans
0.3 % 0.1 %
Total loans
$ 996,401 $ 879,054

~~Table of Contents~~

	Six Months Ended June 30,
	2021			2020
	(Dollars in thousands)
Provision for loan losses	$	800		$	2,766
Net charge-offs		(59	)		(285	)
Allowance for loan losses		14,588			12,109
Allowance for losses as a percentage of total gross loans receivable at period end		1.2	%		1.2	%
Total nonaccrual loans		1,784			3,356
Allowance for loan losses as a percentage of nonaccrual loans at period end		817.7	%		360.8	%
Nonaccrual and 90 days or more past due loans as a percentage of total loans		0.1	%		0.3	%
Total loans	$	1,256,145		$	996,401

Noninterest Income. Noninterest income increased ~~$3.7~~$149,000, or 2.3%, to $6.6 million ~~or 140.4%, to~~for the six months ended June 30, 2021, from $6.4 million for the six months ended June 30, ~~2020, from $2.7 million for~~2020. Interchange fee income on deposit accounts increased $241,000, mortgage servicing fee income increased $200,000, and loan swap fee income increased $315,000 over the ~~six months ended June 30, 2019, mainly due to an increase~~same period in ~~gain on sale of mortgage loans of $2.2 million. Gain on sale of investments for the six months ended June 30, 2020, totaled $1.2 million compared to $57,000 recognized in the first six months of 2019.~~2020. The cash surrender value of bank-owned life insurance ~~increased $667,000 in the first six months of 2020~~(BOLI) decreased $469,000 due to a BOLI restructure that occurred during the six months ended June 30, 2020, which resulted in the recognition of additional market ~~gains as well as additional investment in BOLI.~~gains.

The following table provides a detailed analysis of the changes in the components of noninterest income for the periods shown:

	Six Months Ended June 30,					Increase (Decrease)						Six Months Ended June 30,					Increase (Decrease)
	2020			2019		Amount			Percent			2021		2020			Amount			Percent
	(Dollars in thousands)											(Dollars in thousands)
Loan and deposit service fees	$	1,646		$	1,900	$	(254	)		(13.4	)%	$	1,838	$	1,646		$	192			11.7	%
Mortgage servicing fees, net of amortization		(157	)		99		(256	)		(258.6	)		43		(157	)		200			(127.4	)
Net gain on sale of loans		2,384			175		2,209			1,262.3			2,258		2,384			(126	)		(5.3	)
Net gain on sale of investment securities		1,266			57		1,209			2,121.1			1,124		1,266			(142	)		(11.2	)
Increase in cash surrender value of bank-owned life insurance		955			288		667			231.6			486		955			(469	)		(49.1	)
Other income		333			155		178			114.8			827		333			494			148.3
Total noninterest income	$	6,427		$	2,674	$	3,753			140.4	%	$	6,576	$	6,427		$	149			2.3	%

Noninterest Expense. Noninterest expense increased ~~$3.6~~$6.1 million, or ~~22.3%~~31.2%, to $25.8 million for the six months ended June 30, 2021, compared to $19.7 million for the six months ended June 30, 2020, ~~compared to $16.1 million for the six months ended June 30, 2019,~~ primarily as a result of an increase in compensation and benefits as ~~well as occupancy and equipment as~~ we added staff to manage the company and generate additional revenue. Compensation and benefits was also ~~increased~~higher due to ~~an $829,000~~a $672,000 increase in commissions paid on increased mortgage and commercial loan production and a $500,000 increase related to equity awarded to the principal owners of POM as ~~well as one-time pandemic~~part of the Quin joint venture agreement. Costs related ~~payments made~~ to ~~staff. We also incurred a one-time FHLB prepayment penalty of $210,000~~software increased $619,000 as we ~~retired long term debt~~implemented more robust systems to ~~reduced interest expense.~~support digital initiatives and Company growth. Increases in advertising and professional fees were related to the purchase of the Bellevue branch, our investment in Quin, and the relocation of our Fairhaven branch. The increase in FDIC insurance over the prior year was due to a combination of a small bank assessment credit issued in September 2019 that resulted in no FDIC insurance payment during the first quarter of 2020 and an increase in average assets of $347.2 million which resulted in a higher assessment base.

The following table provides an analysis of the changes in the components of noninterest expense for the periods shown:

	Six Months Ended June 30,				Increase (Decrease)						Six Months Ended June 30,				Increase (Decrease)
	2020		2019		Amount			Percent			2021		2020		Amount			Percent
	(Dollars in thousands)										(Dollars in thousands)
Compensation and benefits	$	11,327	$	9,326	$	2,001			21.5	%	$	15,854	$	11,327	$	4,527			40.0	%
Data processing		1,459		1,298		161			12.4			1,465		1,459		6			0.4
Occupancy and equipment		2,696		2,248		448			19.9			3,426		2,696		730			27.1
Supplies, postage, and telephone		495		470		25			5.3			597		495		102			20.6
Regulatory assessments and state taxes		397		364		33			9.1			562		397		165			41.6
Advertising		649		372		277			74.5			937		649		288			44.4
Professional fees		754		629		125			19.9			1,166		754		412			54.6
FDIC insurance premium		70		154		(84	)		(54.5	)		316		70		246			351.4
FHLB prepayment penalty		210		—		210			100.0			—		210		(210	)		(100.0	)
Other		1,607		1,211		396			32.7
Other expense												1,478		1,607		(129	)		(8.0	)
Total	$	19,664	$	16,072	$	3,592			22.3	%	$	25,801	$	19,664	$	6,137			31.2	%

Provision for Income Tax. An income tax expense of ~~$668,000~~$1.1 million was recorded for the six months ended June 30, ~~2020,~~2021, compared to ~~$1.0 million~~$668,000 for the six months ended June 30, ~~2019,~~2020, due to ~~a decrease~~an increase in income before taxes of ~~$1.7~~$3.6 million. For additional information, see Note 5 of the Notes to Consolidated Financial Statements contained in Item 1 of this Form 10-Q.

4446

Table of Contents

Average Balances, Interest and Average Yields/Cost

The following table 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, resultant yields, interest rate spread, net interest margin (otherwise known as net yield on interest-earning assets), and the ratio of average interest-earning assets to average interest-bearing liabilities. Also presented is the weighted average yield on interest-earning assets, rates paid on interest-bearing liabilities and the ~~resultant~~net spread atas of June 30, ~~2020~~2021 and ~~2019.~~2020. Income and all average balances are monthly average balances, which management deems to be not materially different than daily averages. Nonaccrual loans have been included in the table as loans carrying a zero yield.

Three Months Ended June 30,

Six Months Ended June 30,
At June 30, 2020
2020

2019

2020

2019

Average

Interest

Average

Interest

Average

Interest

Average

Interest

Yield/

Balance

Earned/

Yield/

Balance

Earned/

Yield/

Balance

Earned/

Yield/

Balance

Earned/

Yield/

Rate

Outstanding

Paid

Rate

Outstanding

Paid

Rate

Outstanding

Paid

Rate

Outstanding

Paid

Rate
(Dollars in thousands) (Dollars in thousands)
Interest-earning assets:
Loans receivable, net (1)
4.38 % $ 931,344 $ 10,236 4.40 % $ 883,290 $ 10,473 4.74 % $ 901,116 $ 20,072 4.45 % $ 877,095 $ 20,565 4.69 %
Investment securities
2.69 213,141 1,316 2.47 116,496 969 3.33 181,586 2,385 2.63 118,423 1,979 3.34
Mortgage-backed securities
2.10 135,604 740 2.18 178,878 1,192 2.67 148,593 1,699 2.29 181,297 2,449 2.70
FHLB dividends
4.87 4,426 55 4.97 7,066 88 4.98 4,573 102 4.46 6,955 176 5.06
Interest-bearing deposits in banks
0.11 20,922 8 0.15 13,118 58 1.77 21,110 76 0.72 12,495 125 2.00
Total interest-earning assets (2)
3.79 1,305,437 12,355 3.79 1,198,848 12,780 4.26 1,256,978 24,334 3.87 1,196,265 25,294 4.23

Interest-bearing liabilities:

Savings accounts
0.53 $ 172,833 $ 269 0.62 $ 163,106 $ 372 0.91 $ 169,371 $ 609 0.72 $ 158,398 $ 688 0.87
Transaction accounts
0.01 122,951 4 0.01 115,914 36 0.12 118,963 23 0.04 115,358 72 0.12
Money market accounts
0.44 291,526 400 0.55 257,548 313 0.49 272,030 756 0.56 262,747 633 0.48
Certificates of deposit
1.57 349,658 1,368 1.57 259,203 1,347 2.08 332,674 2,791 1.68 258,737 2,599 2.01
Total deposits
0.64 936,968 2,041 0.87 795,771 2,068 1.04 893,038 4,179 0.94 795,240 3,992 1.00
Borrowings 0.73 71,170 201 1.13 138,643 1,036 2.99 75,574 635 1.68 136,545 2,026 2.97
Total interest-bearing liabilities
0.65 1,008,138 2,242 0.89 934,414 3,104 1.33 968,612 4,814 0.99 931,785 6,018 1.29

Net interest income
$ 10,113 $ 9,676 $ 19,520 $ 19,276
Net interest rate spread
0.03 2.90 2.94 2.88 2.94
Net earning assets
$ 297,299 $ 264,434 $ 288,366 $ 264,480
Net interest margin (3)
3.10 3.23 3.11 3.22
Average interest-earning assets to average interest-bearing liabilities
129.5 % 128.3 % 129.8 % 128.4 %

				Three Months Ended June 30,																Six Months Ended June 30,
	At June 30, 2021			2021								2020								2021								2020
				Average			Interest					Average			Interest					Average			Interest					Average			Interest
	Yield/			Balance			Earned/		Yield/			Balance			Earned/		Yield/			Balance			Earned/		Yield/			Balance			Earned/		Yield/
	Rate			Outstanding			Paid		Rate			Outstanding			Paid		Rate			Outstanding			Paid		Rate			Outstanding			Paid		Rate
	(Dollars in thousands)																			(Dollars in thousands)
Interest-earning assets:
Loans receivable, net (1)		4.26	%	$	1,200,273		$	12,866		4.30	%	$	931,344		$	10,236		4.40	%	$	1,166,422		$	25,407		4.39	%	$	901,116		$	20,072		4.45	%
Investment securities		2.62			273,014			1,480		2.17			213,141			1,316		2.47			274,610			3,050		2.24			181,586			2,385		2.63
Mortgage-backed securities		2.18			122,671			644		2.11			135,604			740		2.18			107,673			1,108		2.08			148,593			1,699		2.29
FHLB dividends		4.93			4,074			46		4.53			4,426			55		4.97			3,942			91		4.66			4,573			102		4.46
Interest-bearing deposits in banks		0.07			39,750			15		0.15			20,922			8		0.15			42,150			28		0.13			21,110			76		0.72
Total interest-earning assets (2)		3.71			1,639,782			15,051		3.68			1,305,437			12,355		3.79			1,594,797			29,684		3.75			1,256,978			24,334		3.87

Interest-bearing liabilities:
Interest-bearing demand deposits		0.01		$	169,681		$	10		0.02		$	122,951		$	4		0.01		$	165,562		$	17		0.02		$	118,963		$	23		0.04
Money market accounts		0.21			501,237			275		0.22			291,526			400		0.55			481,269			561		0.24			272,030			756		0.56
Savings accounts		0.06			185,336			34		0.07			172,833			269		0.62			179,524			74		0.08			169,371			609		0.72
Certificates of deposit		0.76			277,218			506		0.73			349,658			1,368		1.57			286,552			1,107		0.78			332,674			2,791		1.68
Total deposits		0.22			1,133,472			825		0.29			936,968			2,041		0.87			1,112,907			1,759		0.32			893,038			4,179		0.94
FHLB borrowings		0.83			51,917			183		1.41			71,170			201		1.13			53,667			374		1.41			75,574			635		1.68
Subordinated debt		4.07			39,276			394		4.02			—			—		—			21,334			419		3.96			—			—		—
Total interest-bearing liabilities		0.35			1,224,665			1,402		0.46			1,008,138			2,242		0.89			1,187,908			2,552		0.43			968,612			4,814		0.99

Net interest income							$	13,649							$	10,113							$	27,132							$	19,520
Net interest rate spread		3.36								3.22								2.90								3.32								2.88
Net earning assets				$	415,117							$	297,299							$	406,889							$	288,366
Net interest margin (3)										3.34								3.10								3.43								3.11
Average interest-earning assets to average interest-bearing liabilities					133.9	%							129.5	%							134.3	%							129.8	%

(1) The average loans receivable, net balances include nonaccrual loans.

(2) Includes interest-bearing deposits (cash) at other financial institutions.

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

4547

Table of Contents

Rate/Volume Analysis

The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the changes related to outstanding balances and changes in interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.

Three Months Ended

Six Months Ended

June 30, 2020 vs. 2019

June 30, 2020 vs. 2019

Increase (Decrease) Due to

Increase (Decrease) Due to

Volume

Rate

Total Increase (Decrease)

Volume

Rate

Total Increase (Decrease)

(In thousands)

(In thousands)
Interest earning assets:

Loans receivable, net
$ 562 $ (799 ) $ (237 ) $ 575 $ (1,068 ) $ (493 )
Investments
516 (621 ) (105 ) 614 (958 ) (344 )
FHLB stock
(33 ) — (33 ) (60 ) (14 ) (74 )
Other(1)
35 (85 ) (50 ) 86 (135 ) (49 )
Total interest-earning assets
$ 1,080 $ (1,505 ) $ (425 ) $ 1,215 $ (2,175 ) $ (960 )

Interest-bearing liabilities:

Savings accounts
$ 22 $ (125 ) $ (103 ) $ 48 $ (127 ) $ (79 )
Interest-bearing transaction accounts
2 (34 ) (32 ) 2 (51 ) (49 )
Money market accounts
41 46 87 22 101 123
Certificates of deposit
470 (449 ) 21 743 (551 ) 192
Borrowings
(504 ) (331 ) (835 ) (905 ) (486 ) (1,391 )
Total interest-bearing liabilities
$ 31 $ (893 ) $ (862 ) $ (90 ) $ (1,114 ) $ (1,204 )

Net change in interest income
$ 1,049 $ (612 ) $ 437 $ 1,305 $ (1,061 ) $ 244

	Three Months Ended									Six Months Ended
	June 30, 2021 vs. 2020									June 30, 2021 vs. 2020
	Increase (Decrease) Due to									Increase (Decrease) Due to
	Volume			Rate			Total Increase (Decrease)			Volume			Rate			Total Increase (Decrease)
	(In thousands)									(In thousands)
Interest earning assets:
Loans receivable, net	$	2,939		$	(309	)	$	2,630		$	5,768		$	(433	)	$	5,335
Investments		296			(228	)		68			731			(657	)		74
FHLB stock		(5	)		(4	)		(9	)		(15	)		4			(11	)
Other(1)		7			—			7			74			(122	)		(48	)
Total interest-earning assets	$	3,237		$	(541	)	$	2,696		$	6,558		$	(1,208	)	$	5,350

Interest-bearing liabilities:
Interest-bearing demand deposits	$	2		$	4		$	6		$	9		$	(15	)	$	(6	)
Money market accounts		286			(411	)		(125	)		573			(768	)		(195	)
Savings accounts		19			(254	)		(235	)		34			(569	)		(535	)
Certificates of deposit		(284	)		(578	)		(862	)		(396	)		(1,288	)		(1,684	)
FHLB advances		(55	)		37			(18	)		(185	)		(76	)		(261	)
Subordinated debt		—			394			394			—			419			419
Total interest-bearing liabilities	$	(32	)	$	(808	)	$	(840	)	$	35		$	(2,297	)	$	(2,262	)

Net change in interest income	$	3,269		$	267		$	3,536		$	6,523		$	1,089		$	7,612

(1) Includes interest-bearing deposits (cash) at other financial institutions.

Off-Balance Sheet Activities

In the normal course of operations, First ~~Federal~~Fed engages in a variety of financial transactions that are not recorded in the financial statements. These transactions involve varying degrees of off-balance sheet credit, interest rate and liquidity risks. These transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments and lines of credit. For the six months ended June 30, ~~2020~~2021 and the year ended December 31, ~~2019,~~2020, we engaged in no off-balance sheet transactions likely to have a material effect on our financial condition, results of operations or cash flows.

4648

Table of Contents

Contractual Obligations

At June 30, ~~2020,~~2021, our scheduled maturities of contractual obligations were as follows:

	Within		After 1 Year Through		After 3 Years Through		Beyond		Total		Within		After 1 Year Through		After 3 Years Through		Beyond		Total
	1 Year		3 Years		5 Years		5 Years		Balance		1 Year		3 Years		5 Years		5 Years		Balance
	(In thousands)										(In thousands)

Certificates of deposit	$	240,053	$	70,167	$	14,944	$	—	$	325,164	$	172,770	$	76,415	$	12,646	$	—	$	261,831
FHLB advances		62,379		20,000		30,000		—		112,379		40,000		25,000		25,000		—		90,000
Subordinated debt obligation												—		—		—		39,241		39,241
Operating leases		432		715		698		2,228		4,073		458		887		926		3,230		5,501
Borrower taxes and insurance		1,403		—		—		—		1,403		1,143		—		—		—		1,143
Deferred compensation		352		219		62		341		974		381		235		80		500		1,196
Total contractual obligations	$	304,619	$	91,101	$	45,704	$	2,569	$	443,993	$	214,752	$	102,537	$	38,652	$	42,971	$	398,912

Commitments and Off-Balance Sheet Arrangements

The following table summarizes our commitments and contingent liabilities with off-balance sheet risks as of June 30, ~~2020:~~2021:

	Amount of Commitment Expiration										Amount of Commitment Expiration
	Within		After 1 Year Through		After 3 Years Through		Beyond		Total Amounts		Within		After 1 Year Through		After 3 Years Through		Beyond		Total Amounts
	1 Year		3 Years		5 Years		5 Years		Committed		1 Year		3 Years		5 Years		5 Years		Committed
	(In thousands)										(In thousands)
Commitments to originate loans:
Fixed-rate	$	1,602	$	—	$	—	$	—	$	1,602	$	3,582	$	—	$	—	$	—	$	3,582
Variable-rate		130		—		—		—		130		175		—		—		—		175
Unfunded commitments under lines of credit or existing loans		34,204		27,402		—		58,664		120,270		66,240		45,456		9,781		113,945		235,422
Standby letters of credit		182		—		—		—		182		124		58		—		—		182
Total commitments	$	36,118	$	27,402	$	—	$	58,664	$	122,184	$	70,121	$	45,514	$	9,781	$	113,945	$	239,361

Liquidity Management

Liquidity is the ability to meet current and future financial obligations of a short-term and long-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of securities, and borrowings from the FHLB. While maturities and scheduled amortization of loans and securities are usually predictable sources of funds, deposit flows, calls of investment securities and borrowed funds, and prepayments on loans and investment securities are greatly influenced by general interest rates, economic conditions and competition, which can cause those sources of funds to fluctuate.

Management regularly adjusts our investments in liquid assets based upon an assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities, and the objectives of our interest-rate risk and investment policies.

Our most liquid assets are cash and cash equivalents followed by available for sale securities. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At June 30, ~~2020,~~2021, cash and cash equivalents totaled ~~$49.6~~$80.7 million, and unpledged securities classified as available-for-sale with a market value of ~~$250.7~~$255.4 million provided additional sources of liquidity. We pledged collateral to support borrowings from the FHLB of ~~$112.4~~$427.1 million and have an established borrowing arrangement with the Federal Reserve Bank of San Francisco, for which available-for-sale securities with a market value of ~~$46.2~~$24.3 million were pledged as of June 30, ~~2020.~~2021.

At June 30, ~~2020,~~2021, we had ~~$1.7~~$3.8 million in loan commitments outstanding ~~$120.5~~and $235.6 million in undisbursed loans and standby letters of credit, including ~~$68.4~~$158.2 million in undisbursed construction loan commitments.

4749

Table of Contents

Certificates of deposit due within one year as of June 30, ~~2020~~2021 totaled ~~$240.1~~$172.8 million, or ~~73.8%~~66.0% of certificates of deposit with a weighted-average rate of ~~1.20%~~0.76%. We believe the large percentage of certificates of deposit that mature within one year reflects customers' hesitancy to invest their funds for longer periods as market interest rates have recently declined. If these maturing deposits are not renewed, however, we will be required to seek other sources of funds, including other certificates of deposit, non-maturity deposits, and borrowings. We have the ability to attract and retain deposits by adjusting the interest rates offered as well as through sales and marketing efforts in the markets we serve. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on certificates of deposit. In addition, we believe that our branch network, and the general cash flows from our existing lending and investment activities, will provide us more than adequate long-term liquidity. For additional information, see the Consolidated Statements of Cash Flows in Item 1 of this Form 10-Q.

The Company is a separate legal entity from the Bank and provides for its own ~~liquidity to pay its operating expenses and other financial obligations.~~liquidity. At June 30, ~~2020,~~2021, the Company, ~~(on~~on an unconsolidated ~~basis)~~basis, had liquid assets of ~~$12.4~~$20.7 million. In addition to its operating expenses, the Company is responsible for paying dividends declared, if any, to its shareholders, funds paid for Company stock repurchases, and payments on subordinated notes held at the Company level. The Company has the ability to receive dividends or capital distributions from the Bank, although there are regulatory restrictions on the ability of the Bank to pay dividends. First Northwest has partially fulfilled its commitment to extend $15.0 million to Quin Ventures, Inc. under a capital financing agreement and related promissory note.

Capital Resources

At June 30, ~~2020,~~2021, shareholders' equity totaled ~~$176.3~~$188.8 million, or ~~11.9%~~10.6% of total assets. Our book value per share of common stock was ~~$17.07~~$18.48 at June 30, ~~2020,~~2021, compared to ~~$16.48~~$18.20 at December 31, ~~2019.~~2020.

At June 30, ~~2020,~~2021, the Bank exceeded all regulatory capital requirements and was considered "well capitalized" under FDIC regulatory capital guidelines.

The following table provides the capital requirements and actual results for First ~~Federal~~Fed at June 30, ~~2020.~~2021.

	Actual					Minimum Capital Requirements					Minimum Required to be Well-Capitalized					Actual					Minimum Capital Requirements					Minimum Required to be Well-Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
						(Dollars in thousands)															(Dollars in thousands)
Tier I leverage capital (to average assets)	$	152,140		10.9	%	$	55,853		4.0	%	$	69,816		5.0	%	$	187,564		10.9	%	$	69,071		4.0	%	$	86,339		5.0	%
Common equity tier I (to risk-weighted assets)		152,140		15.1			45,231		4.5			65,333		6.5			187,564		14.5			58,367		4.5			84,308		6.5
Tier I risk-based capital (to risk-weighted assets)		152,140		15.1			60,308		6.0			80,410		8.0			187,564		14.5			77,822		6.0			103,763		8.0
Total risk-based capital (to risk-weighted assets)		164,532		16.4			80,410		8.0			100,513		10.0			202,490		15.6			103,763		8.0			129,704		10.0

In order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses, the Bank must maintain common equity tier 1 capital ("CET1") at an amount greater than the required minimum levels plus a capital conservation buffer of 2.5%.

Effect of Inflation and Changing Prices

The consolidated financial statements and related financial data presented in this report have been prepared according to generally accepted accounting principles in the United States, which require the measurement of financial and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs and the effect that general inflation may have on both short-term and long-term interest rates. Unlike ~~most industrial~~ companies in many other industries, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution's performance than do general levels of inflation. Although inflation expectations do affect interest rates, interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

4850

Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There has not been any material change in the market risk disclosures contained in First Northwest Bancorp’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

An evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of the Company's Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer), and other members of the Company's management team as of the end of the period covered by this quarterly report. The Company's Chief Executive Officer and Chief Financial Officer concluded that as of June 30, ~~2020,~~2021, the Company's disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports 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, and (ii) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b) Changes in Internal Controls.

There have been no changes in the Company's internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that occurred during the quarter ended June 30, ~~2020,~~2021, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company's business. While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures. The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent every error or instance of 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; over time, controls 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.

4951

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

The disclosures below supplement the risk factors previously disclosed under Part I. Item 1A of the Company's Form 10-K for the year ended December 31, ~~2019.~~2020.

The effects of the COVID-19 pandemic could adversely affect ~~our customers~~the future results of operations of our customers and/or the market price of our stock.

The COVID-19 pandemic continues to rapidly evolve, as do federal, state and local efforts to address it. Both the direct effects of the pandemic and the resulting United States governmental responses are of an unprecedented scope as it impacts both the health and the economy of our country and the world at large. No one can predict the extent or duration of the pandemic, or its effect on the markets that we serve. Further, the ongoing efforts and impact of the government in mitigating the health and the economic effects of the pandemic cannot currently be predicted, whether on our business or as to the economy as a whole. The pandemic has thus far resulted in significant volatility in international and United States markets, which could adversely affect the market price of our stock. To date, the pandemic has resulted in significant business disruption and volatility in the international and domestic markets, which has adversely affected the market price of our ~~stock and stocks in general~~stock.

The Company continues to manage through uncertainties and complexities created by the pandemic. As an essential business, our employees have been able to work safely in our branch locations and over 70% of our workforce has the ability to work from home. However, the economic downturn in local markets we serve could result in increased credit risk associated with the loan portfolio asto the extent that customers are unable to repay loans and meet their obligations, as well as adversely ~~impact~~impacting our earnings. We believe our strong capital position will be important in managing through the ~~unknown impact~~effects of the pandemic.

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

(a)	Not applicable.

(b)	Not applicable.

(c)	The following table summarizes common stock repurchases during the three months ended June 30, ~~2020:~~2021:


Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans (2)		Maximum Number of Shares that May Yet Be Repurchased Under the Plans

April 1, 2021 - April 30, 2021		6,485	$	16.15		6,485		865,545
May 1, 2021 - May 31, 2021		1,354		—		—		865,545
June 1, 2021 - June 30, 2021		11,657		17.56		11,657		853,888
Total		19,496	$	17.06		18,142

(1) Shares repurchased by the Company during the quarter include shares acquired from participants in connection with cancellation of restricted stock to pay withholding taxes totaling 0 shares, 1,354 shares, and 0 shares, respectively, for the periods indicated.
(2) On October 28, 2020, the Company announced that its Board of Directors had authorized the repurchase of up to an additional 1,023,420 shares of its common stock, or approximately 10% of its shares of common stock issued and outstanding as of October 27, 2020. As of June 30, 2021, a total of 169,532 shares, or 16.6% percent of the shares authorized in the October 2020 stock repurchase plan, have been purchased at an average cost of $17.06 per share, leaving 853,888 shares available for future purchases.

Total Number of Shares Repurchased as Part of Publicly Maximum Number of Shares that May Yet Be Repurchased
Period

Total Number of Shares Purchased

Average Price Paid per Share
Announced Plans (1) Under the Plans

April 1, 2020 - April 30, 2020
— $ — — 272,030
May 1, 2020 - May 31, 2020
54,181 12.32 54,181 217,849
June 1, 2020 - June 30, 2020
76,056 13.16 76,056 141,793
Total
130,237 $ 12.81 130,237

(1) On December 5, 2019, the Company announced that its Board of Directors had authorized the repurchase of up to an additional 535,097 shares of its common stock, or approximately 5% of its shares of common stock issued and outstanding as of December 2, 2019. As of June 30, 2020, a total of 393,304 shares, or 73.5% percent of the shares authorized in the December 2019 stock repurchase plan, have been purchased at an average cost of $12.88 per share, leaving 141,793 shares available for future purchases.

5052

Table of Contents

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

COVID-19 Legislation and Regulation.

~~General~~. Governments at the federal, state, and local levels continue to take steps to address the impact of the COVID-19 ~~emergency.~~pandemic. On March 27, 2020, the ~~President~~CARES Act was signed into law, the historic $2
trillion federal stimulus package known as the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which included $350 billion in stimulus for small businesses under the ~~so-called “Paycheck Protection Program,”~~SBA PPP, along with direct stimulus payments (i.e., ~~“economic~~"economic impact ~~payments”~~payments" or ~~“stimulus checks”~~"stimulus checks") for many eligible Americans. ~~The initial amounts available under the Paycheck Protection Program were quickly exhausted in less than two weeks, which prompted Congress to negotiate additional funding. On April 24, 2020,~~Shortly thereafter, the Paycheck Protection Program and Health Care Enforcement Act was signed into law ~~to replenish~~and replenished funding to the ~~Paycheck Protection Program~~SBA PPP and ~~to provide~~provided other spending for hospitals and virus testing. ~~Further, on July 3,~~On June 5, 2020, the ~~President extended the deadline for potential borrowers to apply for~~ Paycheck Protection Program ~~funds~~Flexibility Act ("PPPFA") was enacted. Main provisions of the PPPFA extended the PPP loan repayment period from two to five years, extended the covered expense period from eight to 24 weeks, and lowered the percentage of forgiveness amount required to be used for eligible payroll costs to 60%. The PPPFA also extended the repayment start date until ~~August 8, 2020.~~after the SBA finalized the application process for loan forgiveness. The ~~legislative~~Consolidated Appropriations Act, enacted in December 2020, included another $284 billion to fund an expansion of the SBA PPP, subject to certain changes in eligibility requirements and ~~regulatory landscape surrounding COVID-19 is rapidly changing,~~program design. Most recently, the American Rescue Plan Act of 2021 became law in March 2021 and ~~neither the Company nor the Bank can predict~~provides for a $1.9 billion stimulus package that, among other financial aid measures, included a new round of PPP funding with ~~certainty the impact it will have on our operations or business.~~an application deadline of May 31, 2021.

5153

Table of Contents

Item 6. Exhibits

Exhibit No.	Exhibit Description	Filed Herewith	Form	Original Exhibit No.	Filing Date	~~SEC File No.~~
10.1*	~~Form of Restricted Shares Award Agreement under the First Northwest Bancorp 2020 Equity Incentive Plan~~	X
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X
32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act	X
101	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2020,~~2021, formatted in Inline Extensible Business Reporting Language (iXBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated Statements of Comprehensive Income; (4) Consolidated Statements of Changes in Shareholders' Equity; (5) Consolidated Statements of Cash Flows; and ~~(5)~~(6) Selected Notes to Consolidated Financial Statements
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
	* Denotes a management contract or compensatory plan or arrangement.

5254

Table of Contents

SIGNATURES

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

	FIRST NORTHWEST BANCORP

Date: August ~~10, 2020~~13, 2021	/s/ Matthew P. Deines

	Matthew P. Deines
	President, Chief Executive Officer and Director
	(Principal Executive Officer)


Date: August ~~10, 2020~~13, 2021	/s/ Geraldine L. Bullard

	Geraldine L. Bullard
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

5355


Washington		46-1259100
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer I.D. Number)

105 West 8th Street, Port Angeles, Washington		98362
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:		(360) 457-0461

Title of each class:		Trading Symbol(s):		Name of each exchange on which registered:
Common Stock, par value $0.01 per share		FNWB		The Nasdaq Stock Market LLC

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

	June 30, 2020			December 31, 2019			June 30, 2021			December 31, 2020
ASSETS

Cash and due from banks	$	16,346		$	13,519		$	17,589		$	13,508
Interest-bearing deposits in banks		33,242			35,220			63,133			51,647
Investment securities available for sale, at fair value		364,273			315,580			370,500			364,296
Loans held for sale		3,111			503			1,971			3,753
Loans receivable (net of allowance for loan losses of $12,109 and $9,628)		986,351			878,437
Loans receivable (net of allowance for loan losses of $14,588 and $13,847)								1,246,340			1,141,969
Federal Home Loan Bank (FHLB) stock, at cost		6,074			6,034			5,597			5,977
Accrued interest receivable		5,360			3,931			5,949			6,966
Premises and equipment, net		14,188			14,342			16,386			14,785
Mortgage servicing rights, net		1,098			871			2,381			2,120
Bank-owned life insurance, net		37,482			30,027			38,839			38,353
Prepaid expenses and other assets		11,334			8,872			18,706			10,975

Total assets	$	1,478,859		$	1,307,336		$	1,787,391		$	1,654,349


LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits	$	1,170,325		$	1,001,645		$	1,441,738		$	1,333,517
Borrowings		112,379			112,930
FHLB advances								90,000			109,977
Subordinated debt, net								39,241			0
Accrued interest payable		253			373			455			53
Accrued expenses and other liabilities		18,184			14,392			26,221			23,303
Advances from borrowers for taxes and insurance		1,403			1,145			1,143			1,116

Total liabilities		1,302,544			1,130,485			1,598,798			1,467,966

Shareholders' Equity
Preferred stock, $0.01 par value, authorized 5,000,000 shares, no shares issued or outstanding		—			—
Common stock, $0.01 par value, authorized 75,000,000 shares; issued and outstanding 10,432,963 shares at June 30, 2020, and 10,731,639 shares at December 31, 2019		103			107
Preferred stock, $0.01 par value, authorized 5,000,000 shares, no shares issued or outstanding								0			0
Common stock, $0.01 par value, authorized 75,000,000 shares; issued and outstanding 10,205,867 shares at June 30, 2021, and 10,247,185 shares at December 31, 2020								102			102
Additional paid-in capital		98,421			102,017			97,463			97,412
Retained earnings		86,633			86,156			96,573			92,657
Accumulated other comprehensive income (loss), net of tax		717			(1,539	)
Accumulated other comprehensive income, net of tax								3,546			5,442
Unearned employee stock ownership plan (ESOP) shares		(9,559	)		(9,890	)		(8,901	)		(9,230	)

Total parent's shareholders' equity								188,783			186,383
Noncontrolling interest in Quin Ventures LLC								(190	)		0

Total shareholders' equity		176,315			176,851			188,593			186,383

Total liabilities and shareholders' equity	$	1,478,859		$	1,307,336		$	1,787,391		$	1,654,349

	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2020			2019			2020			2019			2021			2020			2021			2020

NET INCOME	$	1,976		$	2,079		$	2,849		$	4,286		$	2,851		$	1,976		$	5,971		$	2,849

Other comprehensive income:
Unrealized holding gains arising during the period		12,018			2,313			4,121			4,343
Unrealized holding gains on investments available for sale arising during the period														5,321			12,018			893			4,121
Income tax provision related to unrealized holding gains		(2,523	)		(487	)		(865	)		(914	)		(1,117	)		(2,523	)		(187	)		(865	)
Reclassification adjustment for gains on sales of securities realized in income		(661	)		(57	)		(1,266	)		(57	)
Income tax provision related to reclassification adjustment on sales of securities		139			12			266			12
Unrecognized defined benefit ("DB") plan prior service cost, net of amortization														42			0			(2,168	)		0
Income tax benefit (provision) related to DB plan prior service cost, net of amortization														(11	)		0			454			0
Reclassification adjustment for net gains on sales of securities realized in income														(1,124	)		(661	)		(1,124	)		(1,266	)
Income tax benefit related to reclassification adjustment on sales of securities														236			139			236			266

Other comprehensive income, net of tax		8,973			1,781			2,256			3,384
Other comprehensive income (loss), net of tax														3,347			8,973			(1,896	)		2,256

COMPREHENSIVE INCOME	$	10,949		$	3,860		$	5,105		$	7,670			6,198			10,949			4,075			5,105

Comprehensive loss attributable to noncontrolling interest														(145	)		0			(145	)		0

COMPREHENSIVE INCOME ATTRIBUTABLE TO PARENT													$	6,343		$	10,949		$	4,220		$	5,105

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended June 30, ~~2020~~2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from _____ to _____

PART 1 - FINANCIAL INFORMATION
	Page
Item 1 - Financial Statements (Unaudited)	3

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations	3335

Item 3 - Quantitative and Qualitative Disclosures About Market Risk	4951

Item 4 - Controls and Procedures	4951

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings	5052

Item 1A - Risk Factors	5052

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	5052

Item 3 - Defaults Upon Senior Securities	5153

Item 4 - Mine Safety Disclosures	5153

Item 5 - Other Information	5153

Item 6 - Exhibits	5254

SIGNATURES	5355

	Common Stock						Additional Paid-in			Retained			Unearned ESOP			Accumulated Other Comprehensive (Loss)			Total Shareholders'
	Shares			Amount			Capital			Earnings			Shares			Income, Net of Tax			Equity

BALANCE, March 31, 2019		10,992,181		$	110		$	104,374		$	82,436		$	(10,385	)	$	(3,128	)	$	173,407

Net income											2,079									2,079
Common stock repurchased		(63,000	)		(1	)		(628	)		(392	)								(1,021	)
Restricted stock award forfeitures		(4,000	)		—			—												—
Other comprehensive income, net of tax																	1,781			1,781
Share-based compensation								270												270
ESOP shares committed to be released								48						165						213
Cash dividends declared and paid ($0.03 per share)											(328	)								(328	)

BALANCE, June 30, 2019		10,925,181		$	109		$	104,064		$	83,795		$	(10,220	)	$	(1,347	)	$	176,401


BALANCE, March 31, 2020		10,432,963		$	104		$	99,479		$	85,549		$	(9,725	)	$	(8,256	)	$	167,151

Net income											1,976									1,976
Common stock repurchased		(130,237	)		(1	)		(1,301	)		(370	)								(1,672	)
Restricted stock award forfeitures net of grants		23,500			—			—												—
Other comprehensive income, net of tax																	8,973			8,973
Share-based compensation								251												251
ESOP shares committed to be released								(8	)					166						158
Cash dividends declared and paid ($0.05 per share)											(522	)								(522	)

BALANCE, June 30, 2020		10,326,226		$	103		$	98,421		$	86,633		$	(9,559	)	$	717		$	176,315

FIRST NORTHWEST BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)

	Six Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	2,849		$	4,286
Net Income							$	5,971		$	2,849
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		675			667			665			675
Amortization and accretion of premiums and discounts on investments, net		954			920			787			954
(Accretion) amortization of deferred loan fees, net		(767	)		486
Amortization (accretion) of deferred loan fees, net								108			(767	)
Amortization of debt issuance costs								18			0
Amortization of mortgage servicing rights, net		347			119			290			347
Additions to mortgage servicing rights, net		(574	)		(27	)		(569	)		(574	)
Net increase (decrease) on the valuation allowance on mortgage servicing rights		—			(3	)
Net increase on the valuation allowance on mortgage servicing rights								19			0
Provision for loan losses		2,766			590			800			2,766
Allocation of ESOP shares		361			420			325			361
Share-based compensation		555			553
Share-based compensation expense								1,010			555
Gain on sale of loans, net		(2,384	)		(175	)		(2,258	)		(2,384	)
Gain on sale of securities available for sale, net		(1,266	)		(57	)		(1,124	)		(1,266	)
Increase in cash surrender value of life insurance, net		(955	)		(288	)		(486	)		(955	)
Origination of loans held for sale		(79,472	)		(10,432	)		(63,887	)		(79,472	)
Proceeds from loans held for sale		79,248			8,091			67,927			79,248
Net loss attributable to noncontrolling interest in Quin Ventures LLC								145			0
Change in assets and liabilities:
Increase in accrued interest receivable		(1,429	)		(46	)
Decrease (increase) in accrued interest receivable								1,017			(1,429	)
Increase in prepaid expenses and other assets		(2,659	)		(3,606	)		(9,698	)		(2,659	)
Decrease in accrued interest payable		(120	)		(132	)
Increase (decrease) in accrued interest payable								402			(120	)
Increase in accrued expenses and other liabilities		3,792			6,996			3,604			3,792

Net cash from operating activities		1,921			8,362			5,066			1,921

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available for sale		(166,253	)		—			(94,145	)		(166,253	)
Proceeds from maturities, calls, and principal repayments of securities available for sale		26,296			12,860			42,612			26,296
Proceeds from sales of securities available for sale		94,432			3,558			45,435			94,432
Proceeds from maturities, calls, and principal repayments of securities held to maturity		—			5,433
(Purchase) redemption of FHLB stock		(40	)		154
Purchase of bank-owned life insurance		(6,500	)		—
Redemption (purchase) of FHLB stock								380			(40	)
Purchase of bank-owned life insurance, net of surrenders								0			(6,500	)
Net increase in loans receivable		(110,316	)		(11,182	)		(105,279	)		(110,316	)
Purchase of premises and equipment, net		(521	)		(131	)		(2,267	)		(521	)

Net cash from investing activities		(162,902	)		10,692			(113,264	)		(162,902	)

			Gross		Gross			Estimated				Gross		Gross			Estimated
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(In thousands)									(In thousands)
Available for Sale
Municipal bonds	$	104,641	$	3,337	$	(368	)	$	107,610	$	126,430	$	4,289	$	(261	)	$	130,458
U.S. government and agency issued bonds (Agency bonds)											1,942		7		0			1,949
U.S. government agency issued asset-backed securities (ABS agency)		63,220		662		(3,063	)		60,819		35,600		1,040		(76	)		36,564
Corporate issued asset-backed securities (ABS corporate)		41,695		—		(1,891	)		39,804		4,016		0		(16	)		4,000
Corporate issued debt securities (Corporate debt)		22,486		134		(192	)		22,428		48,527		1,544		(191	)		49,880
U.S. Small Business Administration securities (SBA)		23,338		221		(12	)		23,547		16,459		294		0			16,753
Mortgage-backed securities:
U.S. government agency issued mortgage-backed securities (MBS agency)		100,113		2,578		(44	)		102,647		75,253		668		(492	)		75,429
Corporate issued mortgage-backed securities (MBS corporate)		7,873		4		(459	)		7,418		55,615		153		(301	)		55,467

Total securities available for sale	$	363,366	$	6,936	$	(6,029	)	$	364,273	$	363,842	$	7,995	$	(1,337	)	$	370,500

	Less Than Twelve Months					Twelve Months or Longer					Total					Less Than Twelve Months					Twelve Months or Longer					Total
	Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value
	(In thousands)															(In thousands)
Available for Sale
Municipal bonds	$	(368	)	$	14,515	$	—		$	—	$	(368	)	$	14,515	$	(231	)	$	12,154	$	(30	)	$	1,079	$	(261	)	$	13,233
Agency bonds																	0			0		0			0		0			0
ABS agency		(318	)		8,086		(2,745	)		23,025		(3,063	)		31,111		0			0		(76	)		1,886		(76	)		1,886
ABS corporate		(93	)		3,787		(1,798	)		36,017		(1,891	)		39,804		0			0		(16	)		2,000		(16	)		2,000
Corporate debt		(3	)		997		(189	)		4,811		(192	)		5,808		(144	)		6,971		(47	)		4,953		(191	)		11,924
SBA		—			—		(12	)		4,020		(12	)		4,020		0			51		0			40		0			91
Mortgage-backed securities:
MBS agency		(44	)		13,994		—			7		(44	)		14,001		(492	)		33,284		0			5		(492	)		33,289
MBS corporate		(37	)		2,215		(422	)		3,750		(459	)		5,965		(301	)		23,231		0			0		(301	)		23,231

Total available for sale	$	(863	)	$	43,594	$	(5,166	)	$	71,630	$	(6,029	)	$	115,224	$	(1,168	)	$	75,691	$	(169	)	$	9,963	$	(1,337	)	$	85,654

	Less Than Twelve Months					Twelve Months or Longer					Total					Less Than Twelve Months					Twelve Months or Longer					Total
	Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value
	(In thousands)															(In thousands)
Available for Sale
Municipal bonds	$	(367	)	$	29,928	$	—		$	—	$	(367	)	$	29,928	$	(15	)	$	5,214	$	(2	)	$	1,319	$	(17	)	$	6,533
ABS agency		(59	)		3,855		(879	)		25,002		(938	)		28,857		0			0		(354	)		21,430		(354	)		21,430
ABS corporate		(31	)		3,848		(842	)		37,007		(873	)		40,855		0			0		(418	)		27,283		(418	)		27,283
Corporate debt		(17	)		4,983		(326	)		4,660		(343	)		9,643		(8	)		5,892		(577	)		9,409		(585	)		15,301
SBA		—			—		(36	)		15,034		(36	)		15,034		0			63		0			47		0			110
Mortgage-backed securities:
MBS agency		(166	)		18,744		(175	)		47,463		(341	)		66,207		(52	)		18,516		0			261		(52	)		18,777
MBS corporate		—			—		(58	)		8,316		(58	)		8,316		(43	)		10,003		0			0		(43	)		10,003

Total available for sale	$	(640	)	$	61,358	$	(2,316	)	$	137,482	$	(2,956	)	$	198,840	$	(118	)	$	39,688	$	(1,351	)	$	59,749	$	(1,469	)	$	99,437

	June 30, 2020				June 30, 2021
	Available-for-Sale				Available-for-Sale
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In thousands)				(In thousands)
Mortgage-backed securities:
Due within one year	$	—	$	—	$	23	$	24
Due after one through five years		8,574		8,791		30,198		30,240
Due after five through ten years		218		219		6,493		6,555
Due after ten years		99,194		101,055		94,154		94,077

Total mortgage-backed securities		107,986		110,065		130,868		130,896

All other investment securities:
Due within one year		—		—		0		0
Due after one through five years		3,034		3,112		1,340		1,261
Due after five through ten years		54,171		52,943		68,436		70,124
Due after ten years		198,175		198,153		163,198		168,219

Total all other investment securities		255,380		254,208		232,974		239,604

Total investment securities	$	363,366	$	364,273	$	363,842	$	370,500

	At or For the Six Months Ended June 30, 2020																					At or For the Six Months Ended June 30, 2021
	One-to-				Commercial		Construction		Home			Auto and other			Commercial							One-to-					Commercial		Construction		Home			Auto and other			Commercial
	four family		Multi-family		real estate		and land		equity			consumer			business		Unallocated		Total			four family			Multi-family		real estate		and land		equity			consumer			business		Unallocated		Total
	(In thousands)																					(In thousands)
ALLL:
Beginning balance	$	3,024	$	888	$	2,243	$	399	$	454		$	2,261		$	208	$	151	$	9,628		$	3,469		$	1,764	$	3,420	$	1,461	$	368		$	2,642		$	429	$	294	$	13,847
Provision for (recapture of) loan losses		702		240		778		337		(26	)		333			255		147		2,766
(Recapture of) provision for loan losses																							(119	)		52		254		756		20			(200	)		35		2		800
Charge-offs		—		—		—		—		—			(374	)		—		—		(374	)		0			0		0		0		(12	)		(380	)		0		0		(392	)
Recoveries		54		—		—		2		1			32			—		—		89			6			0		0		4		17			306			0		0		333
Ending balance	$	3,780	$	1,128	$	3,021	$	738	$	429		$	2,252		$	463	$	298	$	12,109		$	3,356		$	1,816	$	3,674	$	2,221	$	393		$	2,368		$	464	$	296	$	14,588

	At June 30, 2020																		At June 30, 2021
	One-to-				Commercial		Construction		Home		Auto and other		Commercial						One-to-				Commercial		Construction		Home		Auto and other		Commercial
	four family		Multi-family		real estate		and land		equity		consumer		business		Unallocated		Total		four family		Multi-family		real estate		and land		equity		consumer		business		Unallocated		Total
	(In thousands)																		(In thousands)
Total ALLL	$	3,780	$	1,128	$	3,021	$	738	$	429	$	2,252	$	463	$	298	$	12,109	$	3,356	$	1,816	$	3,674	$	2,221	$	393	$	2,368	$	464	$	296	$	14,588
General reserve		3,734		1,128		3,021		737		421		2,096		463		298		11,898		3,325		1,816		3,674		2,221		389		2,228		464		296		14,413
Specific reserve		46		—		—		1		8		156		—		—		211		31		0		0		0		4		140		0		0		175

Total loans	$	325,349	$	103,279	$	267,233	$	58,153	$	33,696	$	109,214	$	99,477	$	—	$	996,401	$	301,816	$	166,502	$	319,644	$	183,685	$	36,886	$	171,617	$	75,995	$	0	$	1,256,145
Loans collectively evaluated (1)		321,575		102,982		266,076		58,016		33,402		108,318		99,170		—		989,539		299,239		166,502		318,441		183,660		36,738		170,814		75,995		0		1,251,389
Loans individually evaluated (2)		3,774		297		1,157		137		294		896		307		—		6,862		2,577		0		1,203		25		148		803		0		0		4,756

	At or For the Three Months Ended June 30, 2019
	One-to-						Commercial		Construction		Home			Auto and other			Commercial
	four family			Multi-family			real estate		and land		equity			consumer			business			Unallocated			Total
	(In thousands)
ALLL:
Beginning balance	$	3,441		$	769		$	2,337	$	700	$	467		$	1,678		$	191		$	176		$	9,759
(Recapture of) provision for loan losses		(25	)		(118	)		20		11		(22	)		416			(20	)		(7	)		255
Charge-offs		—			—			—		—		—			(362	)		—			—			(362	)
Recoveries		1			—			—		—		20			58			—			—			79
Ending balance	$	3,417		$	651		$	2,357	$	711	$	465		$	1,790		$	171		$	169		$	9,731

	At or For the Six Months Ended June 30, 2019
	One-to-					Commercial		Construction		Home			Auto and other			Commercial
	four family		Multi-family			real estate		and land		equity			consumer			business			Unallocated			Total
	(In thousands)
ALLL:
Beginning balance	$	3,297	$	762		$	2,289	$	585	$	480		$	1,611		$	334		$	175		$	9,533
Provision for (recapture of) loan losses		117		(111	)		68		126		(36	)		593			(161	)		(6	)		590
Charge-offs		—		—			—		—		—			(548	)		(4	)		—			(552	)
Recoveries		3		—			—		—		21			134			2			—			160
Ending balance	$	3,417	$	651		$	2,357	$	711	$	465		$	1,790		$	171		$	169		$	9,731

	December 31, 2019				December 31, 2020
	Available-for-Sale				Available-for-Sale
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In thousands)				(In thousands)
Mortgage-backed securities:
Due within one year	$	—	$	—	$	80	$	84
Due after one through five years		13,360		13,391		12,446		12,402
Due after five through ten years		6,261		6,257		0		0
Due after ten years		148,450		148,835		75,791		76,774

Total mortgage-backed securities		168,071		168,483		88,317		89,260

All other investment securities:
Due within one year		—		—		0		0
Due after one through five years		2,043		2,084		2,210		2,328
Due after five through ten years		58,460		57,680		74,568		74,351
Due after ten years		88,954		87,333		192,312		198,357

Total all other investment securities		149,457		147,097		269,090		275,036

Total investment securities	$	317,528	$	315,580	$	357,407	$	364,296

	Three Months Ended June 30,					Six Months Ended June 30,
	2020			2019		2020			2019
	(In thousands)					(In thousands)
Proceeds from sales	$	54,359		$	3,558	$	94,432		$	3,558
Gross realized gains		867			57		1,504			57
Gross realized losses		(206	)		—		(238	)		—

	At or For the Three Months Ended June 30, 2020																					At or For the Three Months Ended June 30, 2021
	One-to-				Commercial		Construction		Home			Auto and other			Commercial							One-to-						Commercial		Construction		Home			Auto and other			Commercial
	four family		Multi-family		real estate		and land		equity			consumer			business		Unallocated		Total			four family			Multi-family			real estate		and land		equity			consumer			business			Unallocated			Total
	(In thousands)																					(In thousands)
ALLL:
Beginning balance	$	3,396	$	923	$	2,722	$	592	$	449		$	2,317		$	250	$	181	$	10,830		$	3,416		$	1,822		$	3,629	$	1,890	$	379		$	2,337		$	483		$	309		$	14,265
Provision for (recapture of) loan losses		383		205		299		146		(20	)		157			213		117		1,500
(Recapture of) provision for loan losses																							(60	)		(6	)		45		330		26			(3	)		(19	)		(13	)		300
Charge-offs		—		—		—		—		—			(240	)		—		—		(240	)		0			0			0		0		(12	)		(151	)		0			0			(163	)
Recoveries		1		—		—		—		—			18			—		—		19			0			0			0		1		0			185			0			0			186
Ending balance	$	3,780	$	1,128	$	3,021	$	738	$	429		$	2,252		$	463	$	298	$	12,109		$	3,356		$	1,816		$	3,674	$	2,221	$	393		$	2,368		$	464		$	296		$	14,588

	At December 31, 2019
	One-to-				Commercial		Construction		Home		Auto and other		Commercial
	four family		Multi-family		real estate		and land		equity		consumer		business		Unallocated		Total
	(In thousands)
Total ALLL	$	3,024	$	888	$	2,243	$	399	$	454	$	2,261	$	208	$	151	$	9,628
General reserve		2,993		887		2,235		399		439		2,119		203		151		9,426
Specific reserve		31		1		8		—		15		142		5		—		202

Total loans	$	306,014	$	96,098	$	255,722	$	37,187	$	35,046	$	112,119	$	41,571	$	—	$	883,757
Loans collectively evaluated (1)		303,026		95,991		253,839		37,158		34,775		111,271		41,308		—		877,368
Loans individually evaluated (2)		2,988		107		1,883		29		271		848		263		—		6,389

	At December 31, 2020
	One-to-				Commercial		Construction		Home		Auto and other		Commercial
	four family		Multi-family		real estate		and land		equity		consumer		business		Unallocated		Total
	(In thousands)
Total ALLL	$	3,469	$	1,764	$	3,420	$	1,461	$	368	$	2,642	$	429	$	294	$	13,847
General reserve		3,433		1,764		3,419		1,461		364		2,366		429		294		13,530
Specific reserve		36		0		1		0		4		276		0		0		317

Total loans	$	309,828	$	162,467	$	296,574	$	123,627	$	33,103	$	128,233	$	100,201	$	0	$	1,154,033
Loans collectively evaluated (1)		306,862		162,183		295,296		123,601		32,968		127,411		100,201		0		1,148,522
Loans individually evaluated (2)		2,966		284		1,278		26		135		822		0		0		5,511

	30-59 Days		60-89 Days		90 Days or More		Total						30-59 Days		60-89 Days		90 Days or More		Total
	Past Due		Past Due		Past Due		Past Due		Current		Total Loans		Past Due		Past Due		Past Due		Past Due		Current		Total Loans
	(In thousands)												(In thousands)
Real Estate:
One-to-four family	$	1,594	$	1,127	$	444	$	3,165	$	322,184	$	325,349	$	0	$	94	$	0	$	94	$	301,722	$	301,816
Multi-family		—		—		297		297		102,982		103,279		0		0		0		0		166,502		166,502
Commercial real estate		—		76		—		76		267,157		267,233		0		0		0		0		319,644		319,644
Construction and land		—		—		—		—		58,153		58,153		0		25		0		25		183,660		183,685
Total real estate loans		1,594		1,203		741		3,538		750,476		754,014		0		119		0		119		971,528		971,647

Consumer:
Home equity		78		—		36		114		33,582		33,696		43		0		0		43		36,843		36,886
Auto and other consumer		772		520		566		1,858		107,356		109,214		326		210		61		597		171,020		171,617
Total consumer loans		850		520		602		1,972		140,938		142,910		369		210		61		640		207,863		208,503

Commercial business loans		—		—		307		307		99,170		99,477		0		0		0		0		75,995		75,995

Total loans	$	2,444	$	1,723	$	1,650	$	5,817	$	990,584	$	996,401	$	369	$	329	$	61	$	759	$	1,255,386	$	1,256,145

	30-59 Days		60-89 Days		90 Days or More		Total						30-59 Days		60-89 Days		90 Days or More		Total
	Past Due		Past Due		Past Due		Past Due		Current		Total Loans		Past Due		Past Due		Past Due		Past Due		Current		Total Loans
	(In thousands)												(In thousands)
Real Estate:
One-to-four family	$	928	$	92	$	116	$	1,136	$	304,878	$	306,014	$	406	$	132	$	29	$	567	$	309,261	$	309,828
Multi-family		—		—		—		—		96,098		96,098		0		0		0		0		162,467		162,467
Commercial real estate		—		—		—		—		255,722		255,722		0		0		0		0		296,574		296,574
Construction and land		38		—		—		38		37,149		37,187		56		0		26		82		123,545		123,627
Total real estate loans		966		92		116		1,174		693,847		695,021		462		132		55		649		891,847		892,496

Consumer:
Home equity		299		24		—		323		34,723		35,046		94		0		0		94		33,009		33,103
Auto and other consumer		1,423		370		614		2,407		109,712		112,119		815		138		137		1,090		127,143		128,233
Total consumer loans		1,722		394		614		2,730		144,435		147,165		909		138		137		1,184		160,152		161,336

Commercial business loans		—		115		—		115		41,456		41,571		0		0		0		0		100,201		100,201

Total loans	$	2,688	$	601	$	730	$	4,019	$	879,738	$	883,757	$	1,371	$	270	$	192	$	1,833	$	1,152,200	$	1,154,033

	Pass		Watch		Special Mention		Substandard		Total		Pass		Watch		Special Mention		Substandard		Total
	(In thousands)										(In thousands)
Real Estate:
One-to-four family	$	318,430	$	4,197	$	1,813	$	909	$	325,349	$	298,012	$	1,134	$	1,611	$	1,059	$	301,816
Multi-family		102,982		—		—		297		103,279		150,379		16,123		0		0		166,502
Commercial real estate		256,775		7,117		2,133		1,208		267,233		268,345		25,769		14,447		11,083		319,644
Construction and land		45,547		12,384		74		148		58,153		172,236		2,404		8,986		59		183,685
Total real estate loans		723,734		23,698		4,020		2,562		754,014		888,972		45,430		25,044		12,201		971,647

Consumer:
Home equity		32,724		697		126		149		33,696		36,679		55		62		90		36,886
Auto and other consumer		103,857		2,654		1,776		927		109,214		168,284		2,158		361		814		171,617
Total consumer loans		136,581		3,351		1,902		1,076		142,910		204,963		2,213		423		904		208,503

Commercial business loans		97,960		51		—		1,466		99,477		68,457		7,306		0		232		75,995

Total loans	$	958,275	$	27,100	$	5,922	$	5,104	$	996,401	$	1,162,392	$	54,949	$	25,467	$	13,337	$	1,256,145

	Pass		Watch		Special Mention		Substandard		Total		Pass		Watch		Special Mention		Substandard		Total
	(In thousands)										(In thousands)
Real Estate:
One-to-four family	$	301,312	$	2,685	$	1,148	$	869	$	306,014	$	303,840	$	2,487	$	1,730	$	1,771	$	309,828
Multi-family		95,694		—		107		297		96,098		146,536		15,647		0		284		162,467
Commercial real estate		251,531		97		2,800		1,294		255,722		250,970		20,759		20,690		4,155		296,574
Construction and land		35,897		1,184		77		29		37,187		114,575		8,914		74		64		123,627
Total real estate loans		684,434		3,966		4,132		2,489		695,021		815,921		47,807		22,494		6,274		892,496

Consumer:
Home equity		34,260		470		89		227		35,046		32,500		349		100		154		33,103
Auto and other consumer		107,327		3,243		594		955		112,119		124,115		2,034		1,216		868		128,233
Total consumer loans		141,587		3,713		683		1,182		147,165		156,615		2,383		1,316		1,022		161,336

Commercial business loans		39,653		376		263		1,279		41,571		92,010		7,791		168		232		100,201

Total loans	$	865,674	$	8,055	$	5,078	$	4,950	$	883,757	$	1,064,546	$	57,981	$	23,978	$	7,528	$	1,154,033

	Nonperforming		Performing		Total		Nonperforming		Performing		Total
	(In thousands)						(In thousands)
Real Estate:
One-to-four family	$	1,543	$	323,806	$	325,349	$	784	$	301,032	$	301,816
Multi-family		297		102,982		103,279		0		166,502		166,502
Commercial real estate		35		267,198		267,233		83		319,561		319,644
Construction and land		137		58,016		58,153		24		183,661		183,685

Consumer:
Home equity		140		33,556		33,696		90		36,796		36,886
Auto and other consumer		896		108,318		109,214		803		170,814		171,617

Commercial business		308		99,169		99,477		0		75,995		75,995

Total loans	$	3,356	$	993,045	$	996,401	$	1,784	$	1,254,361	$	1,256,145

	Nonperforming		Performing		Total		Nonperforming		Performing		Total
	(In thousands)						(In thousands)
Real Estate:
One-to-four family	$	698	$	305,316	$	306,014	$	912	$	308,916	$	309,828
Multi-family		—		96,098		96,098		284		162,183		162,467
Commercial real estate		109		255,613		255,722		157		296,417		296,574
Construction and land		29		37,158		37,187		26		123,601		123,627

Consumer:
Home equity		112		34,934		35,046		73		33,030		33,103
Auto and other consumer		848		111,271		112,119		821		127,412		128,233

Commercial business		—		41,571		41,571		0		100,201		100,201

Total loans	$	1,796	$	881,961	$	883,757	$	2,273	$	1,151,760	$	1,154,033

	Count		Balance		Percent

Real Estate:
One-to-four family		38	$	11,157		8.7	%
Multi-family		8		25,150		19.6
Commercial real estate		37		70,800		55.1
Construction and land		13		6,939		5.4
Total real estate loans		96		114,046		88.8

Consumer:
Home equity		8		784		0.6
Auto and other consumer		182		9,620		7.5
Total consumer loans		190		10,404		8.1

Commercial business loans		11		3,970		3.1

Total loans		297	$	128,420		100.0	%

	Number		Rate		Term		Combination		Total
	of Contracts		Modification		Modification		Modification		Modifications
			(Dollars in thousands)
Pre-modification outstanding recorded investment
One- to four-family		1	$	—	$	50	$	—	$	50

Post-modification outstanding recorded investment
One- to four-family		1	$	—	$	51	$	—	$	51

	For the Three Months Ended
	June 30, 2020
	Shares			Weighted-Average Grant Date Fair Value
Non-vested at April 1, 2020		253,900		$	15.05
Granted		27,500			11.23
Forfeited		(4,000	)		14.61

Non-vested at June 30, 2020		277,400		$	14.68

	For the Six Months Ended
	June 30, 2020
	Shares			Weighted-Average Grant Date Fair Value
Non-vested at January 1, 2020		264,300		$	14.60
Granted		62,600			14.03
Forfeited		(49,500	)		13.41

Non-vested at June 30, 2020		277,400		$	14.68

	June 30, 2020								June 30, 2021
	Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)		Total
	(In thousands)								(In thousands)
Securities available-for-sale
Municipal bonds	$	—	$	107,610	$	—	$	107,610	$	0	$	130,458	$	0	$	130,458
Agency bonds										0		1,949		0		1,949
ABS agency		—		60,819		—		60,819		0		36,564		0		36,564
ABS corporate		—		39,804		—		39,804		0		4,000		0		4,000
Corporate debt		—		22,428		—		22,428		0		49,880		0		49,880
SBA		—		23,547		—		23,547		0		16,753		0		16,753
MBS agency		—		102,647		—		102,647		0		75,429		0		75,429
MBS corporate		—		7,418		—		7,418		0		55,467		0		55,467
	$	—	$	364,273	$	—	$	364,273	$	0	$	370,500	$	0	$	370,500

	December 31, 2019								December 31, 2020
	Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)		Total
	(In thousands)								(In thousands)
Securities available-for-sale
Municipal bonds	$	—	$	39,282	$	—	$	39,282	$	0	$	127,862	$	0	$	127,862
ABS agency		—		28,858		—		28,858		0		63,820		0		63,820
ABS corporate		—		40,855		—		40,855		0		29,280		0		29,280
Corporate debt		—		9,643		—		9,643		0		32,970		2,540		35,510
SBA		—		28,459		—		28,459		0		18,564		0		18,564
MBS agency		—		160,167		—		160,167		0		62,683		0		62,683
MBS corporate		—		8,316		—		8,316		0		20,205		6,372		26,577
	$	—	$	315,580	$	—	$	315,580	$	0	$	355,384	$	8,912	$	364,296

December 31, 2020	Fair Value (In thousands)	Valuation Technique	Unobservable Input	Range (a)
Corporate debt	$ 1,540	Consensus pricing	Offered quotes	89 - 91
			Comparability adjustments (%)	-0.7% - +1.3%
	1,000	Consensus pricing	Offered quotes	92 - 100
			Comparability adjustments (%)	-7.4% - 0%
MBS corporate	6,372	Consensus pricing	Offered quotes	104 - 107
			Comparability adjustments (%)	-1.5% - +1.5%
(a) Unobservable inputs were weighted by the relative fair value of the instruments.

	June 30, 2021
	Balance at Beginning of Period		Transfers Out of Level 3 (1)			Purchases		Unrealized		Total
	(In thousands)
Securities available for sale
Corporate debt	$	2,540	$	(2,540	)	$	0	$	0	$	0
MBS corporate		6,372		(6,372	)		0		0		0
	$	8,912	$	(8,912	)	$	0	$	0	$	0
(1) Transferred from Level 3 to Level 2 after obtaining observable market data.

	December 31, 2020
	Balance at Beginning of Period		Transfers Into Level 3 (1)		Purchases		Unrealized		Total
	(In thousands)
Securities available for sale
Corporate debt	$	0	$	1,540	$	1,000	$	0	$	2,540
MBS corporate		0		0		6,372		0		6,372
	$	0	$	1,540	$	7,372	$	0	$	8,912
(1) Transferred from Level 2 to Level 3 because of a lack of observable market data, resulting from little to no market activity for the securities.