Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended September 30, 2020March 31, 2021

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from _____ to _____

 

Commission File Number: 001-36741

FIRST NORTHWEST BANCORP

 

(Exact name of registrant as specified in its charter)

   

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

 

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

 

Title of each class:

 

Trading Symbol(s):

 

Name of each exchange on which registered:

Common Stock, par value $0.01 per share

 

FNWB

 

The Nasdaq Stock Market LLC

 

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

 

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

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

 

 

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

 

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

Yes No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of October 30, 2020,May 7, 2021, there were 10,234,20410,218,878 shares of common stock, $0.01 par value per share, outstanding.

 

1

 

 

FIRST NORTHWEST BANCORP

FORM 10-Q

TABLE OF CONTENTS

 

 

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

3534

 

 

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

5148

 

 

Item 4 - Controls and Procedures

5148

 

 

PART II - OTHER INFORMATION

 

 

 

Item 1 - Legal Proceedings

5249

 

 

Item 1A - Risk Factors

5249

 

 

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

5249

 

 

Item 3 - Defaults Upon Senior Securities

5350

 

 

Item 4 - Mine Safety Disclosures

5350

 

 

Item 5 - Other Information

5350

 

 

Item 6 - Exhibits

5451

 

 

SIGNATURES

5552

 

 

As used in this report, the terms, “we,” “our,” and “us,” and “Company” refer to First Northwest Bancorp ("First Northwest") and its consolidated subsidiary, unless the context indicates otherwise. When we refer to “First Federal”Fed” or the “Bank” in this report, we are referring to First Federal Savings and Loan Association of Port Angeles, the wholly owned subsidiary of First Northwest Bancorp.

 

2


 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share information) (Unaudited)

 

 

September 30, 2020

  

December 31, 2019

  

March 31, 2021

  

December 31, 2020

 

ASSETS

            
  

Cash and due from banks

 $16,776  $13,519  $15,827  $13,508 

Interest-bearing deposits in banks

 35,303  35,220  83,444  51,647 

Investment securities available for sale, at fair value

 369,111  315,580  393,495  364,296 

Loans held for sale

 4,754  503  4,037  3,753 

Loans receivable (net of allowance for loan losses of $13,007 and $9,628)

 1,061,417  878,437 

Loans receivable (net of allowance for loan losses of $14,265 and $13,847)

 1,156,439  1,141,969 

Federal Home Loan Bank (FHLB) stock, at cost

 5,944  6,034  3,997  5,977 

Accrued interest receivable

 7,367  3,931  6,251  6,966 

Premises and equipment, net

 14,737  14,342  14,795  14,785 

Mortgage servicing rights, net

 1,545  871  2,309  2,120 

Bank-owned life insurance, net

 38,104  30,027  38,596  38,353 

Prepaid expenses and other assets

  9,612   8,872   17,103   10,975 
  

Total assets

 $1,564,670  $1,307,336  $1,736,293  $1,654,349 
  
  

LIABILITIES AND SHAREHOLDERS' EQUITY

            
  

Deposits

 $1,254,456  $1,001,645  $1,434,807  $1,333,517 

Borrowings

 109,150  112,930 
FHLB advances 50,000 109,977 

Subordinated debt, net

 39,310  0 

Accrued interest payable

 51  373  84  53 

Accrued expenses and other liabilities

 18,359  14,392  27,994  23,303 

Advances from borrowers for taxes and insurance

  1,986   1,145   2,000   1,116 
  

Total liabilities

  1,384,002   1,130,485   1,554,195   1,467,966 
  

Shareholders' Equity

          

Preferred stock, $0.01 par value, authorized 5,000,000 shares, no shares issued or outstanding

 0  0  0  0 

Common stock, $0.01 par value, authorized 75,000,000 shares; issued and outstanding 10,234,204 shares at September 30, 2020, and 10,731,639 shares at December 31, 2019

 102  107 

Common stock, $0.01 par value, authorized 75,000,000 shares; issued and outstanding 10,195,644 shares at March 31, 2021, and 10,247,185 shares at December 31, 2020

 102  102 

Additional paid-in capital

 97,229  102,017  96,499  97,412 

Retained earnings

 89,546  86,156  94,363  92,657 

Accumulated other comprehensive income (loss), net of tax

 3,186  (1,539)

Accumulated other comprehensive income, net of tax

 199  5,442 

Unearned employee stock ownership plan (ESOP) shares

  (9,395)  (9,890)  (9,065)  (9,230)
  

Total shareholders' equity

  180,668   176,851   182,098   186,383 
  

Total liabilities and shareholders' equity

 $1,564,670  $1,307,336  $1,736,293  $1,654,349 

 

See selected notes to the consolidated financial statements.

 

3


 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data) (Unaudited)

 

 

Three Months Ended

 

Nine Months Ended

  

Three Months Ended

 
 

September 30,

  

September 30,

  

March 31,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

 

INTEREST INCOME

  

Interest and fees on loans receivable

 $11,097  $10,096  $31,169  $30,661  $12,541  $9,836 

Interest on mortgage-backed securities

 565  1,087  2,264  3,536  464  959 

Interest on investment securities

 1,603  921  3,988  2,900  1,570  1,069 

Interest on deposits and other

 9  65  85  190  13  68 

FHLB dividends

  97   92   199   268   45   47 
  

Total interest income

  13,371   12,261   37,705   37,555   14,633   11,979 

INTEREST EXPENSE

  

Deposits

 1,405  2,141  5,584  6,133  934  2,138 

Borrowings

  205   691   840   2,717  191  434 
Subordinated debt  25  0 
  

Total interest expense

  1,610   2,832   6,424   8,850   1,150   2,572 
  

Net interest income

 11,761  9,429  31,281  28,705  13,483  9,407 

PROVISION FOR LOAN LOSSES

  1,350   (170)  4,116   420   500   1,266 
  

Net interest income after provision for loan losses

  10,411   9,599   27,165   28,285   12,983   8,141 

NONINTEREST INCOME

  

Loan and deposit service fees

 868  999  2,514  2,899  837  881 

Mortgage servicing fees, net of amortization

 148  44  (9) 143  30  15 

Net gain on sale of loans

 1,725  655  4,109  830  1,337  383 

Net gain on sale of investment securities

 969  0  2,235  57  0  605 

Increase in cash surrender value of bank-owned life insurance

 622  147  1,577  435  244  328 

Other income

  449   70   782   225   256   106 
  

Total noninterest income

  4,781   1,915   11,208   4,589   2,704   2,318 
  

NONINTEREST EXPENSE

  

Compensation and benefits

 6,070  4,771  17,397  14,097  7,295  5,361 

Data processing

 640  680  2,099  1,978  739  690 

Occupancy and equipment

 1,367  1,161  4,063  3,409  1,623  1,351 

Supplies, postage, and telephone

 254  208  749  678  242  211 

Regulatory assessments and state taxes

 262  209  659  573  261  174 

Advertising

 285  197  934  569  445  272 

Professional fees

 361  278  1,115  907  522  400 

FDIC insurance premium

 86  (72) 156  82  148  0 

FHLB prepayment penalty

 0  344  210  344  0  210 

Other expense

  756   648   2,363   1,859   819   713 
  

Total noninterest expense

  10,081   8,424   29,745   24,496   12,094   9,382 
  

INCOME BEFORE PROVISION FOR INCOME TAXES

 5,111  3,090  8,628  8,378  3,593  1,077 
  

PROVISION FOR INCOME TAXES

  1,436   580   2,104   1,582   473   204 
  

NET INCOME

 $3,675  $2,510  $6,524  $6,796  $3,120  $873 
  

Basic and diluted earnings per common share

 $0.40  $0.25  $0.69  $0.68  $0.34  $0.09 

 

See selected notes to the consolidated financial statements.

 

4


 

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOMELOSS

(In thousands) (Unaudited)

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2020

  

2019

  

2020

  

2019

 
                 

NET INCOME

 $3,675  $2,510  $6,524  $6,796 
                 

Other comprehensive income:

                
Unrealized holding gains arising during the period  4,094   856   8,215   5,199 

Income tax provision related to unrealized holding gains

  (859)  (181)  (1,724)  (1,095)

Reclassification adjustment for net (gains) losses on sales of securities realized in income

  (969)  0   (2,235)  (57)
Income tax benefit related to reclassification adjustment on sales of securities  203   0   469   12 
                 

Other comprehensive income, net of tax

  2,469   675   4,725   4,059 
                 

COMPREHENSIVE INCOME

 $6,144  $3,185  $11,249  $10,855 
  

Three Months Ended

 
  

March 31,

 
  

2021

  

2020

 
         

NET INCOME

 $3,120  $873 
         

Other comprehensive loss:

        

Unrealized holding losses on investments available for sale arising during the period

  (4,428)  (7,897)

Income tax benefit related to unrealized holding losses

  930   1,658 

Unrecognized defined benefit ("DB") plan prior service cost

  (2,210)  0 

Income tax benefit related to DB plan prior service cost

  465   0 

Reclassification adjustment for net (gains) losses on sales of securities realized in income

  0   (605)

Income tax benefit related to reclassification adjustment on sales of securities

  0   127 
         

Other comprehensive loss, net of tax

  (5,243)  (6,717)
         

COMPREHENSIVE LOSS

 $(2,123) $(5,844)

 

See selected notes to the consolidated financial statements.

 

5


 

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

For the Three Months Ended September 30,March 31, 2021 and 2020 and 2019

(Dollars in thousands, except share information) (Unaudited)

 

  

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, June 30, 2019

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

Net income

              2,510           2,510 

Common stock repurchased

  (131,400)  (1)  (1,314)  (835)          (2,150)
Restricted stock award grants net of forfeitures  23,400                      
Restricted stock awards canceled  (16,249)  0   (266)           (266)

Other comprehensive income, net of tax

                      675   675 

Share-based compensation

          251               251 

ESOP shares committed to be released

          51       165       216 

Cash dividends declared and paid ($0.03 per share)

              (327)          (327)
                             

BALANCE, September 30, 2019

  10,800,932  $108  $102,786  $85,143  $(10,055) $(672) $177,310 
                             
                             

BALANCE, June 30, 2020

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

Net income

              3,675          ��3,675 

Common stock repurchased

  (141,793)  (1)  (1,418)  (248)          (1,667)

Restricted stock award grants net of forfeitures

  59,859                      
Restricted stock awards canceled  (10,088)  0   (123)           (123)

Other comprehensive income, net of tax

                      2,469   2,469 

Share-based compensation

          362               362 

ESOP shares committed to be released

          (13)      164       151 

Cash dividends declared and paid ($0.05 per share)

              (514)          (514)
                             

BALANCE, September 30, 2020

  10,234,204  $102  $97,229  $89,546  $(9,395) $3,186  $180,668 

6

FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

For the Nine Months Ended September 30, 2020 and 2019

(Dollars in thousands, except share information) (Unaudited)

 

Common Stock

 

Additional Paid-in

 

Retained

 

Unearned ESOP

 Accumulated Other Comprehensive (Loss) 

Total Shareholders'

  

Common Stock

 

Additional Paid-in

 

Retained

 

Unearned ESOP

 Accumulated Other Comprehensive (Loss) Income, 

Total Shareholders'

 
 

Shares

  

Amount

  

Capital

  

Earnings

  

Shares

  

Income, Net of Tax

  

Equity

 
               

BALANCE, December 31, 2018

 11,170,018  $112  $105,825  $81,607  $(10,549) $(4,731) $172,264 
               

Net income

        6,796       6,796 

Common stock repurchased

 (372,237) (4) (3,719) (2,274)      (5,997)
Restricted stock award grants net of forfeitures 19,400            
Restricted stock awards canceled (16,249) 0 (266)     (266)

Other comprehensive income, net of tax

            4,059  4,059 

Share-based compensation

      804         804 

ESOP shares committed to be released

      142     494     636 

Cash dividends declared and paid ($0.09 per share)

              (986)          (986)
               

BALANCE, September 30, 2019

  10,800,932  $108  $102,786  $85,143  $(10,055) $(672) $177,310 
                

Shares

  

Amount

  

Capital

  

Earnings

  

Shares

  

Net of Tax

  

Equity

 
                              

BALANCE, December 31, 2019

 10,731,639  $107  $102,017  $86,156  $(9,890) $(1,539) $176,851  10,731,639  $107  $102,017  $86,156  $(9,890) $(1,539) $176,851 
                              

Net income

        6,524       6,524    0 0  873  0 0  873 

Common stock repurchased

 (560,306) (5) (5,599) (1,565)      (7,169) (288,276) (3) (2,880) (947) 0 0  (3,830)
Restricted stock award forfeitures net of grants (10,400)            

Other comprehensive loss, net of tax

   0 0 0 0  (6,717) (6,717)

Share-based compensation expense

   0  304  0 0 0  304 

ESOP shares committed to be released

   0  38  0  165  0  203 

Cash dividends declared and paid ($0.05 per share)

      0   0   (533)  0   0   (533)
               

BALANCE, March 31, 2020

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

BALANCE, December 31, 2020

 10,247,185  $102  $97,412  $92,657  $(9,230) $5,442  $186,383 
               

Net income

   0 0  3,120  0 0  3,120 

Common stock repurchased

 (135,837) 0  (1,358) (805) 0 0  (2,163)

Restricted stock award grants net of forfeitures

 72,959               84,896              
Restricted stock awards canceled (10,088) 0 (123)     (123) (600) 0 (11) 0 0 0  (11)

Other comprehensive income, net of tax

            4,725  4,725 

Share-based compensation

      917         917 

Other comprehensive loss, net of tax

   0 0 0 0  (5,243) (5,243)

Share-based compensation expense

   0  404  0 0 0  404 

ESOP shares committed to be released

      17     495     512    0  52  0  165  0  217 

Cash dividends declared and paid ($0.15 per share)

              (1,569)          (1,569)

Cash dividends declared and paid ($0.06 per share)

      0   0   (609)  0   0   (609)
                              

BALANCE, September 30, 2020

  10,234,204  $102  $97,229  $89,546  $(9,395) $3,186  $180,668 

BALANCE, March 31, 2021

  10,195,644  $102  $96,499  $94,363  $(9,065) $199  $182,098 

 

See selected notes to the consolidated financial statements.

 

76


 

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

 

 

Nine Months Ended September 30,

  

Three Months Ended March 31,

 
 

2020

  

2019

  

2021

  

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES

          

Net income

 $6,524  $6,796  $3,120  $873 

Adjustments to reconcile net income to net cash from operating activities:

          

Depreciation and amortization

 1,034  1,000  338 338 

Amortization and accretion of premiums and discounts on investments, net

 1,251  1,373  270 477 

(Accretion) amortization of deferred loan fees, net

 (1,003) (822)
Amortization (accretion) of deferred loan fees, net 160 (436)

Amortization of mortgage servicing rights, net

 315  181  124 82 

Additions to mortgage servicing rights, net

 (989) (60) (332) (54)

Net increase (decrease) on the valuation allowance on mortgage servicing rights

 0  (3)
Net increase on the valuation allowance on mortgage servicing rights 19 0 

Provision for loan losses

 4,116  420  500 1,266 

Allocation of ESOP shares

 512  636  154 203 

Share-based compensation

 917  804 
Share-based compensation expense 404 304 

Gain on sale of loans, net

 (4,109) (830) (1,337) (383)

Gain on sale of securities available for sale, net

 (2,235) (57) 0  (605)

Increase in cash surrender value of life insurance, net

 (1,577) (435) (244) (328)

Origination of loans held for sale

 (129,495) (25,050) (37,287) (20,027)

Proceeds from loans held for sale

 129,353  23,825  38,340 16,382 

Change in assets and liabilities:

          

(Increase) decrease in accrued interest receivable

 (3,436) 322 
Decrease (increase) in accrued interest receivable 715 (193)

Increase in prepaid expenses and other assets

 (1,500) (3,294) (8,326) (382)

Decrease in accrued interest payable

 (322) (259)
Increase (decrease) in accrued interest payable 31 (179)

Increase in accrued expenses and other liabilities

  3,967   6,767  6,138 833 
      

Net cash from operating activities

  3,323   11,314   2,787   (1,829)
  

CASH FLOWS FROM INVESTING ACTIVITIES

          

Purchase of securities available for sale

 (234,527) (9,456) (53,290) (66,372)

Proceeds from maturities, calls, and principal repayments of securities available for sale

 45,684  21,592  19,393 15,984 

Proceeds from sales of securities available for sale

 142,276  3,558  0 40,073 

Proceeds from maturities, calls, and principal repayments of securities held to maturity

 0  5,756 

Redemption of FHLB stock

 90  1,996 
Purchase of bank-owned life insurance, net of surrenders (6,500) 0 

Net (increase) decrease in loans receivable

 (186,588) 22,837 
Redemption (purchase) of FHLB stock 1,980 (1,547)
Net increase in loans receivable (15,130) (21,943)

Purchase of premises and equipment, net

  (1,429)  (188) (348) (227)
      

Net cash from investing activities

  (240,994)  46,095   (47,395)  (34,032)

 

See selected notes to the consolidated financial statements.

 

87


 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

 

 

Nine Months Ended September 30,

  

Three Months Ended March 31,

 
 

2020

  

2019

  

2021

  

2020

 

CASH FLOWS FROM FINANCING ACTIVITIES

          

Net increase in deposits

 $252,811  $30,440  $101,290 $62,260 

Proceeds from long-term FHLB advances

 30,000  15,000  10,000 30,000 

Repayment of long-term FHLB advances

 (30,000) (25,000) (10,000) (25,000)

Net decrease in short-term FHLB advances

 (3,780) (41,228)

Net increase in advances from borrowers for taxes and insurance

 841  786 
Net (decrease) increase in short-term FHLB advances (59,977) 32,091 
Proceeds from issuance of subordinated debt, net 39,310 0 
Net increase (decrease) in advances from borrowers for taxes and insurance 884 (702)

Dividends paid

 (1,569) (986) (609) (533)
Net share settlement of stock awards (123) (266)
Restricted stock awards canceled (11) 0 

Repurchase of common stock

  (7,169)  (5,997) (2,163) (3,830)
            

Net cash from financing activities

  241,011   (27,251)  78,724   94,286 
          

NET INCREASE IN CASH AND CASH EQUIVALENTS

 3,340  30,158  34,116  58,425 
          

CASH AND CASH EQUIVALENTS, beginning of period

  48,739   26,323   65,155   48,739 
          

CASH AND CASH EQUIVALENTS, end of period

 $52,079  $56,481  $99,271  $107,164 
          

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

          

Cash paid during the year for:

          

Interest on deposits and borrowings

 $6,746  $9,109  $1,119 $2,751 

Income taxes

 $1,400  $1,210 
Prior unrecognized service cost of defined benefit plan transferred to single-employer plan $2,718 $0 
          

NONCASH INVESTING ACTIVITIES

          

Unrealized gain on securities available for sale

 $5,980  $5,142 

Unrealized loss on securities available for sale

 $(4,428) $(8,502)

Loans transferred to real estate owned and repossessed assets, net of deferred loan fees and allowance for loan losses

 $495  $271  $0 $396 

Lease liabilities arising from obtaining right-of-use assets

 $902  $0  $672 $0 

 

See selected notes to the consolidated financial statements.

 

98


 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

 

Note 1 - Basis of Presentation and Critical Accounting Policies

 

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"). First Northwest and the Bank 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's business activities generally are limited to passive investment activities and oversight of its investment in First Federal.Fed. 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 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, 20192020. 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 ninemonths ended September 30, 2020March 31, 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 its wholly owned subsidiary, First Federal.Fed. All material intercompany accounts and transactions have been eliminated in consolidation.

 

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.

 

Recently adopted accounting pronouncements

 

In August 2018,December 2019, FASB issued ASU No. 20182019-13,12, Disclosure Framework — ChangesIncome 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 Disclosure Requirements for Fair Value Measurement,general principles in Topic 740. The standard also clarifies and amends existing guidance to improve consistent application. This ASU, which removes, modifies, and adds certain disclosure requirements related to fair value measurements in ASC 820. This guidance eliminates certain disclosure requirements for fair value measurements: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, an entity’s policy for the timing of transfers between levels of the fair value hierarchy 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 beginning after December 15, 2019,2020, with early adoption permitted. This ASU did not have a material impact on the Company's consolidated financial statements.

 

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, did not have a material effect on the Company's financial statements.

109

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

In August 2018, FASBRecently issued ASU No.2018-15,Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, to provide guidance on implementation costs incurred in a cloud computing arrangement that is a service contract. The ASU aligns the accounting for such costs with the 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. This ASU, which is effective for fiscal years beginning after December 15, 2019, didpronouncements not have a material impact on the Company’s financial statements.

In March 2020, the FASB issued ASU No.2020-03,Codification Improvements to Financial Instruments. The amendments represent clarification and improvements to the codification and correct unintended application. This standard was effective immediately upon issuance and its adoption did not have a material effect on the Company’s financial statements.yet adopted

 

Credit Losses

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.

 

11

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

 

Other Pronouncements

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.

 

1210

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

 

Note 2 - Securities

 

The amortized cost, gross unrealized gains and losses, and estimated fair value of securities classified as available-for-sale at September 30, 2020March 31, 2021 are summarized as follows:

 

   

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

 $94,006  $3,232  $(95) $97,143  $131,788  $2,560  $(1,856) $132,492 
U.S. government and agency issued bonds (Agency bonds) 1,940 0 (27) 1,913 

U.S. government agency issued asset-backed securities (ABS agency)

 73,915  1,123  (1,420) 73,618  64,355  1,637  (82) 65,910 

Corporate issued asset-backed securities (ABS corporate)

 33,553  7  (813) 32,747  17,620  0  (115) 17,505 

Corporate issued debt securities (Corporate debt)

 33,401  283  (454) 33,230  43,305  920  (335) 43,890 

U.S. Small Business Administration securities (SBA)

 23,623  242  (1) 23,864  17,399  167  0  17,566 

Mortgage-backed securities:

  

U.S. government agency issued mortgage-backed securities (MBS agency)

 90,281  2,133  (12) 92,402  74,214  581  (779) 74,016 

Corporate issued mortgage-backed securities (MBS corporate)

  16,300   2   (195)  16,107   40,413   96   (306)  40,203 
  

Total securities available for sale

 $365,079  $7,022  $(2,990) $369,111  $391,034  $5,961  $(3,500) $393,495 

 

The amortized cost, gross unrealized gains and losses, and estimated fair value of securities classified as available-for-sale at December 31, 20192020, are summarized as follows:

 

   

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

 $39,524  $125  $(367) $39,282  $122,667  $5,212  $(17) $127,862 

ABS agency

 29,796  0  (938) 28,858  62,934  1,240  (354) 63,820 

ABS corporate

 41,728  0  (873) 40,855  29,661  37  (418) 29,280 

Corporate debt

 9,986  0  (343) 9,643  35,408  687  (585) 35,510 

SBA

 28,423  72  (36) 28,459  18,420  144  0  18,564 

Mortgage-backed securities:

  

MBS agency

 159,697  811  (341) 160,167  61,859  876  (52) 62,683 

MBS corporate

  8,374   0   (58)  8,316   26,458   162   (43)  26,577 
  

Total securities available for sale

 $317,528  $1,008  $(2,956) $315,580  $357,407  $8,358  $(1,469) $364,296 

 

 

There were 0 securities classified as held-to-maturity at September 30, 2020March 31, 2021 and December 31, 20192020.

 

1311

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

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 September 30, 2020March 31, 2021:

 

 

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

 $(95) $7,757  $0  $0  $(95) $7,757  $(1,727) $57,025  $(129) $3,507  $(1,856) $60,532 
Agency bonds (27) 1,913 0 0 (27) 1,913 

ABS agency

 (172) 8,172  (1,248) 25,933  (1,420) 34,105  0  0  (82) 1,938  (82) 1,938 

ABS corporate

 (85) 3,801  (728) 26,982  (813) 30,783  0  0  (115) 17,505  (115) 17,505 

Corporate debt

 (90) 6,804  (364) 9,622  (454) 16,426  (250) 16,746  (85) 4,915  (335) 21,661 

SBA

 0  65  (1) 3,775  (1) 3,840  0  53  0  43  0  96 

Mortgage-backed securities:

                          

MBS agency

 (12) 2,221  0  6  (12) 2,227  (777) 33,330  (2) 1,760  (779) 35,090 

MBS corporate

  (31)  1,979   (164)  3,998   (195)  5,977   (306)  23,671   0   0   (306)  23,671 
  

Total available for sale

 $(485) $30,799  $(2,505) $70,316  $(2,990) $101,115  $(3,087) $132,738  $(413) $29,668  $(3,500) $162,406 

 

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 December 31, 20192020:

 

 

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  $0  $0  $(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

 0  0  (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

  0   0   (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 

 

The Company may hold certain investment securities in an unrealized loss position that are not considered other than temporarily impaired ("OTTI"). At September 30, 2020March 31, 2021 and December 31, 20192020, there were 3071 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 ninemonths ended September 30, 2020March 31, 2021 and 20192020.

 

12
14

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

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.

 

 

September 30, 2020

  

March 31, 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

 $0  $0  $48  $50 

Due after one through five years

 11,956  12,175  21,235  21,207 

Due after five through ten years

 142  142  1,994  1,953 

Due after ten years

  94,483   96,192   91,350   91,009 
  

Total mortgage-backed securities

  106,581   108,509   114,627   114,219 
  

All other investment securities:

          

Due within one year

 0  0  0  0 

Due after one through five years

 4,524  4,563  1,344  1,344 

Due after five through ten years

 71,563  70,390  75,507  76,038 

Due after ten years

  182,411   185,649   199,556   201,894 
  

Total all other investment securities

  258,498   260,602   276,407   279,276 
  

Total investment securities

 $365,079  $369,111  $391,034  $393,495 

 

 

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

 $0  $0  $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  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 

 

1513

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

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

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2020

  

2019

  

2020

  

2019

 
  

(In thousands)

  

(In thousands)

 

Proceeds from sales

 $47,844  $0  $142,276  $3,558 

Gross realized gains

  1,593   0   3,097   57 

Gross realized losses

  (624)  0   (862)  0 

  

Three Months Ended March 31,

 
  

2021

  

2020

 
  

(In thousands)

 

Proceeds from sales

 $0  $40,073 

Gross realized gains

  0   637 

Gross realized losses

  0   (32)

 

 

Note 3 - Loans Receivable

 

Loans receivable consisted of the following at the dates indicated:

 

 

September 30, 2020

  

December 31, 2019

  

March 31, 2021

  

December 31, 2020

 
 

(In thousands)

  

(In thousands)

 

Real Estate:

          

One-to-four family

 $317,755  $306,014  $295,831  $309,828 

Multi-family

 127,569  96,098  162,487  162,467 

Commercial real estate

 283,390  255,722  296,826  296,574 

Construction and land

  75,204   37,187   157,316   123,627 

Total real estate loans

 803,918  695,021  912,460  892,496 
  

Consumer:

          

Home equity

 34,120  35,046  33,713  33,103 

Auto and other consumer

  111,782   112,119   139,134   128,233 

Total consumer loans

 145,902  147,165  172,847  161,336 
  

Commercial business loans

  123,036   41,571   83,033   100,201 
  

Total loans

  1,072,856   883,757   1,168,340   1,154,033 
  

Less:

          

Net deferred loan fees

 2,628  206  4,983  4,346 

Premium on purchased loans, net

 (4,196) (4,514) (7,347) (6,129)

Allowance for loan losses

  13,007   9,628   14,265   13,847 
  

Total loans receivable, net

 $1,061,417  $878,437  $1,156,439  $1,141,969 

 

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.

 

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

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

 

 

At or For the Three Months Ended September 30, 2020

  

At or For the Three Months Ended March 31, 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

 $3,780  $1,128  $3,021  $738  $429  $2,252  $463  $298  $12,109  $3,469  $1,764  $3,420  $1,461  $368  $2,642  $429  $294  $13,847 

Provision for (recapture of) loan losses

 62  307  319  240  (4) 427  0  (1) 1,350 

(Recapture of) provision for loan losses

 (59) 58  209  426  (6) (197) 54  15  500 

Charge-offs

 0  0  0  0  0  (479) 0  0  (479) 0  0  0  0  0  (229) 0  0  (229)

Recoveries

  2   0   0   1   0   24   0   0   27   6   0   0   3   17   121   0   0   147 

Ending balance

 $3,844  $1,435  $3,340  $979  $425  $2,224  $463  $297  $13,007  $3,416  $1,822  $3,629  $1,890  $379  $2,337  $483  $309  $14,265 

 

  

At or For the Nine Months Ended September 30, 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)

 

ALLL:

                                    

Beginning balance

 $3,024  $888  $2,243  $399  $454  $2,261  $208  $151  $9,628 

Provision for (recapture of) loan losses

  764   547   1,097   577   (30)  760   255   146   4,116 

Charge-offs

  0   0   0   0   0   (853)  0   0   (853)

Recoveries

  56   0   0   3   1   56   0   0   116 

Ending balance

 $3,844  $1,435  $3,340  $979  $425  $2,224  $463  $297  $13,007 

 

At September 30, 2020

  

At March 31, 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

 $3,844  $1,435  $3,340  $979  $425  $2,224  $463  $297  $13,007  $3,416  $1,822  $3,629  $1,890  $379  $2,337  $483  $309  $14,265 

General reserve

 3,791  1,435  3,339  978  421  2,036  463  297  12,760  3,384  1,822  3,628  1,890  374  2,126  483  309  14,016 

Specific reserve

 53  0  1  1  4  188  0  0  247  32  0  1  0  5  211  0  0  249 
  

Total loans

 $317,755  $127,569  $283,390  $75,204  $34,120  $111,782  $123,036  $0  $1,072,856  $295,831  $162,487  $296,826  $157,316  $33,713  $139,134  $83,033  $0  $1,168,340 

Loans collectively evaluated (1)

 313,744  127,282  282,103  75,179  33,983  111,174  123,036  0  1,066,501  293,228  162,206  295,560  157,291  33,560  138,059  83,033  0  1,162,937 

Loans individually evaluated (2)

 4,011  287  1,287  25  137  608  0  0  6,355  2,603  281  1,266  25  153  1,075  0  0  5,403 

 


(1) Loans collectively evaluated for general reserves.

(2) Loans individually evaluated for specific reserves.

 

17

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

  

At or For the Three Months Ended September 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

 $3,417  $651  $2,357  $711  $465  $1,790  $171  $169  $9,731 

(Recapture of) provision for loan losses

  (307)  (64)  47   16   (30)  192   (13)  (11)  (170)

Charge-offs

  0   0   0   0   0   (237)  1   0   (236)

Recoveries

  1   0   0   1   23   93   0   0   118 

Ending balance

 $3,111  $587  $2,404  $728  $458  $1,838  $159  $158  $9,443 

 

 

At or For the Nine Months Ended September 30, 2019

  

At or For the Three Months Ended March 31, 2020

 
 

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

 $3,297  $762  $2,289  $585  $480  $1,611  $334  $175  $9,533  $3,024  $888  $2,243  $399  $454  $2,261  $208  $151  $9,628 

(Recapture of) provision for loan losses

 (190) (175) 115  142  (66) 785  (174) (17) 420 

Provision for (recapture of) loan losses

 319  35  479  191  (6) 176  42  30  1,266 

Charge-offs

 0  0  0  0  0  (785) (3) 0  (788) 0  0  0  0  0  (134) 0  0  (134)

Recoveries

  4   0   0   1   44   227   2   0   278   53   0   0   2   1   14   0   0   70 

Ending balance

 $3,111  $587  $2,404  $728  $458  $1,838  $159  $158  $9,443  $3,396  $923  $2,722  $592  $449  $2,317  $250  $181  $10,830 

 

 

At December 31, 2019

  

At December 31, 2020

 
 

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

 $3,024  $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 

General reserve

 2,993  887  2,235  399  439  2,119  203  151  9,426  3,433  1,764  3,419  1,461  364  2,366  429  294  13,530 

Specific reserve

 31  1  8  0  15  142  5  0  202  36  0  1  0  4  276  0  0  317 
  

Total loans

 $306,014  $96,098  $255,722  $37,187  $35,046  $112,119  $41,571  $0  $883,757  $309,828  $162,467  $296,574  $123,627  $33,103  $128,233  $100,201  $0  $1,154,033 

Loans collectively evaluated (1)

 303,026  95,991  253,839  37,158  34,775  111,271  41,308  0  877,368  306,862  162,183  295,296  123,601  32,968  127,411  100,201  0  1,148,522 

Loans individually evaluated (2)

 2,988  107  1,883  29  271  848  263  0  6,389  2,966  284  1,278  26  135  822  0  0  5,511 

 


(1) Loans collectively evaluated for general reserves.

(2) Loans individually evaluated for specific reserves.

 

Impaired loans. A loan is considered impaired when First Federalthe 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.

 

1816

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

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

 

 

September 30, 2020

  

December 31, 2019

  

March 31, 2021

  

December 31, 2020

 
 

Recorded Investment

  

Unpaid Principal Balance

  

Related Allowance

  

Recorded Investment

  

Unpaid Principal Balance

  

Related Allowance

  

Recorded Investment

  

Unpaid Principal Balance

  

Related Allowance

  

Recorded Investment

  

Unpaid Principal Balance

  

Related Allowance

 
 

(In thousands)

  

(In thousands)

 

With no allowance recorded:

                          
One-to-four family $202 $229 $ $297 $332 $  $223 $254 $ $227 $257 $ 
Multi-family 287 287  0 0   281 281  284 284  
Commercial real estate 1,221 1,310  1,240 1,320   1,209 1,306  1,216 1,308  
Construction and land 0 0  0 33   0 0  0 29  
Home equity 37 94  45 110   36 68  37 94  
Auto and other consumer 0 299  251 548   105 227  0 224  
Commercial business  0  0    0  0     0  0    0  0   

Total

 1,747  2,219    1,833  2,343    1,854  2,136    1,764  2,196   
  

With an allowance recorded:

                          
One-to-four family $3,809 $4,017 $53 2,691 2,911 31  2,380 2,560 32 2,739 2,941 36 
Multi-family 0 0 0 107 107 1  0 0 0 0 0 0 
Commercial real estate 66 66 1 643 643 8  57 57 1 62 62 1 
Construction and land 25 57 1 29 29 0  25 52 0 26 26 0 
Home equity 100 159 4 226 286 15  117 175 5 98 157 4 
Auto and other consumer 608 780 188 597 690 142  970 1,021 211 822 953 276 
Commercial business  0  0  0  263  263  5   0  0  0  0  0  0 

Total

 4,608  5,079  247  4,556  4,929  202  3,549  3,865  249  3,747  4,139  317 
  

Total impaired loans:

                          

One-to-four family

 4,011  4,246  53  2,988  3,243  31  2,603  2,814  32  2,966  3,198  36 

Multi-family

 287  287  0  107  107  1  281  281  0  284  284  0 

Commercial real estate

 1,287  1,376  1  1,883  1,963  8  1,266  1,363  1  1,278  1,370  1 

Construction and land

 25  57  1  29  62  0  25  52  0  26  55  0 

Home equity

 137  253  4  271  396  15  153  243  5  135  251  4 

Auto and other consumer

 608  1,079  188  848  1,238  142  1,075  1,248  211  822  1,177  276 

Commercial business

  0   0   0   263   263   5   0   0   0   0   0   0 

Total

 $6,355  $7,298  $247  $6,389  $7,272  $202  $5,403  $6,001  $249  $5,511  $6,335  $317 

 

1917

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2020

  

September 30, 2020

 
  

Average Recorded Investment

  

Interest Income Recognized

  

Average Recorded Investment

  

Interest Income Recognized

 
  

(In thousands)

  

(In thousands)

 

With no allowance recorded:

                
One-to-four family $203  $6  $154  $6 
Multi-family  294   1   197   0 
Commercial real estate  1,200   1   1,211   15 
Construction and land  0   0   12   0 
Home equity  38   1   43   1 
Auto and other consumer  0   13   0   16 
Commercial business  168   0   90   0 

Total

  1,903   22   1,707   38 
                 

With an allowance recorded:

                
One-to-four family $4,397  $91  $3,335  $158 
Multi-family  0   0   158   0 
Commercial real estate  67   2   380   2 
Construction and land  26   2   28   3 
Home equity  140   3   212   7 
Auto and other consumer  702   24   718   33 
Commercial business  0   0   146   0 

Total

  5,332   122   4,977   203 
                 

Total impaired loans:

                

One-to-four family

  4,600   97   3,489   164 

Multi-family

  294   1   355   0 

Commercial real estate

  1,267   3   1,591   17 

Construction and land

  26   2   40   3 

Home equity

  178   4   255   8 

Auto and other consumer

  702   37   718   49 

Commercial business

  168   0   236   0 

Total

 $7,235  $144  $6,684  $241 

Interest income recognized on a cash basis on impaired loans for the three and nine months ended September 30, 2020, was $84,000 and $181,000, respectively.

20

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

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

 

 

Three Months Ended

 

Nine Months Ended

  

Three Months Ended

 
 

September 30, 2019

  

September 30, 2019

  

March 31, 2021

 
 

Average Recorded Investment

  

Interest Income Recognized

  

Average Recorded Investment

  

Interest Income Recognized

  

Average Recorded Investment

  

Interest Income Recognized

 
 

(In thousands)

 

(In thousands)

  

(In thousands)

 

With no allowance recorded:

          

One-to-four family

 $236  $4  $243  $8  $226  $4 

Multi-family

 282  5 

Commercial real estate

 1,260  15  1,278  39  1,212  18 

Construction and land

 0  0 

Home equity

 52  14  144  30  36  0 

Auto and other consumer

 0  10  0  14  35  8 
Commercial business  0  1  0  4   0   0 

Total

 1,548  44  1,665  95  1,791  35 
          

With an allowance recorded:

          

One-to-four family

 2,891  64  2,850  146  2,507  51 

Multi-family

 108  1  109  4  0  0 

Commercial real estate

 651  8  657  23  58  1 

Construction and land

 52  2  57  2  26  2 

Home equity

 289  6  297  14  111  3 

Auto and other consumer

 394  9  324  16  865  12 

Commercial business

  266   2   299   9   0   0 

Total

 4,651  92  4,593  214  3,567  69 
          

Total impaired loans:

          

One-to-four family

 3,127  68  3,093  154  2,733  55 

Multi-family

 108  1  109  4  282  5 

Commercial real estate

 1,911  23  1,935  62  1,270  19 

Construction and land

 52  2  57  2  26  2 

Home equity

 341  20  441  44  147  3 

Auto and other consumer

 394  19  324  30  900  20 

Commercial business

  266   3   299   13   0   0 

Total

 $6,199  $136  $6,258  $309  $5,358  $104 

 

Interest income recognized on a cash basis on impaired loans for the three and ninemonths ended September 30, 2019March 31, 2021, was $99,000 and $271,000, respectively.$76,000.

 

21

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

  

Three Months Ended

 
  

March 31, 2020

 
  

Average Recorded Investment

  

Interest Income Recognized

 
  

(In thousands)

 

With no allowance recorded:

        

One-to-four family

 $108  $1 

Multi-family

  99   0 

Commercial real estate

  1,231   15 

Home equity

  42   3 

Auto and other consumer

  0   10 

Commercial business

  0   0 

Total

  1,480   29 
         

With an allowance recorded:

        

One-to-four family

  2,676   64 

Multi-family

  305   0 

Commercial real estate

  643   0 

Construction and land

  28   2 

Home equity

  248   6 

Auto and other consumer

  689   17 

Commercial business

  263   0 

Total

  4,852   89 
         

Total impaired loans:

        

One-to-four family

  2,784   65 

Multi-family

  404   0 

Commercial real estate

  1,874   15 

Construction and land

  28   2 

Home equity

  290   9 

Auto and other consumer

  689   27 

Commercial business

  263   0 

Total

 $6,332  $118 

Interest income recognized on a cash basis on impaired loans for the three months ended March 31, 2020, was $76,000.

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

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

 

 

September 30, 2020

  

December 31, 2019

  

March 31, 2021

  

December 31, 2020

 
 

(In thousands)

  

(In thousands)

 

One-to-four family

 $1,939  $698  $796  $912 

Multi-family

 287  0  0  284 

Commercial real estate

 166  109  145  157 

Construction and land

 25  29  25  26 

Home equity

 74  112  93  73 

Auto and other consumer

 607  848  1,076  821 

Commercial business

  0   0   0   0 
  

Total nonaccrual loans

 $3,098  $1,796  $2,135  $2,273 

 

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 September 30, 2020March 31, 2021 and December 31, 20192020.

 

The following table presents past due loans, net of partial loan charge-offs, by class, as of September 30, 2020March 31, 2021:

 

 

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

 $0  $685  $500  $1,185  $316,570  $317,755  $585  $0  $0  $585  $295,246  $295,831 

Multi-family

 0  0  0  0  127,569  127,569  0  0  0  0  162,487  162,487 

Commercial real estate

 0  0  0  0  283,390  283,390  0  0  0  0  296,826  296,826 

Construction and land

  0   0   25   25   75,179   75,204   53   0   0   53   157,263   157,316 

Total real estate loans

 0  685  525  1,210  802,708  803,918  638  0  0  638  911,822  912,460 
  

Consumer:

                          

Home equity

 0  12  0  12  34,108  34,120  80  12  21  113  33,600  33,713 

Auto and other consumer

  724   416   180   1,320   110,462   111,782   288   208   239   735   138,399   139,134 

Total consumer loans

 724  428  180  1,332  144,570  145,902  368  220  260  848  171,999  172,847 
  

Commercial business loans

  0   0   0   0   123,036   123,036   0   0   0   0   83,033   83,033 
  

Total loans

 $724  $1,113  $705  $2,542  $1,070,314  $1,072,856  $1,006  $220  $260  $1,486  $1,166,854  $1,168,340 

 

2220

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

The following table presents past due loans, net of partial loan charge-offs, by class, as of December 31, 20192020:

 

 

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

 0  0  0  0  96,098  96,098  0  0  0  0  162,467  162,467 

Commercial real estate

 0  0  0  0  255,722  255,722  0  0  0  0  296,574  296,574 

Construction and land

  38   0   0   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  0  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

  0   115   0   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 

 

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 Federalthe 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 Federalthe 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 Federalthe 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 Federalthe 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.

 

23
21

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

The following table represents the internally assigned grade as of September 30, 2020March 31, 2021, by class of loans:

 

 

Pass

  

Watch

  

Special Mention

  

Substandard

  

Total

  

Pass

  

Watch

  

Special Mention

  

Substandard

  

Total

 
 

(In thousands)

  

(In thousands)

 

Real Estate:

                      

One-to-four family

 $310,998  $2,624  $2,602  $1,531  $317,755  $291,735  $866  $1,715  $1,515  $295,831 

Multi-family

 127,282  0  0  287  127,569  146,318  16,169  0  0  162,487 

Commercial real estate

 270,792  9,233  2,133  1,232  283,390  235,018  36,256  14,453  11,099  296,826 

Construction and land

  61,296   13,796   77   35   75,204   146,451   9,930   874   61   157,316 

Total real estate loans

 770,368  25,653  4,812  3,085  803,918  819,522  63,221  17,042  12,675  912,460 
  

Consumer:

                      

Home equity

 33,503  394  100  123  34,120  33,236  259  100  118  33,713 

Auto and other consumer

  107,407   2,233   1,553   589   111,782   135,471   1,808   740   1,115   139,134 

Total consumer loans

 140,910  2,627  1,653  712  145,902  168,707  2,067  840  1,233  172,847 
  

Commercial business loans

  122,804   0   0   232   123,036   73,154   9,647   0   232   83,033 
  

Total loans

 $1,034,082  $28,280  $6,465  $4,029  $1,072,856  $1,061,383  $74,935  $17,882  $14,140  $1,168,340 

 

The following table represents the internally assigned grade as of December 31, 20192020, by class of loans:

 

 

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  0  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 

 

2422

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

The following table represents the credit risk profile based on payment activity as of September 30, 2020March 31, 2021, by class of loans:

 

 

Nonperforming

  

Performing

  

Total

  

Nonperforming

  

Performing

  

Total

 
 

(In thousands)

  

(In thousands)

 

Real Estate:

              

One-to-four family

 $1,939  $315,816  $317,755  $796  $295,035  $295,831 

Multi-family

 287  127,282  127,569  0  162,487  162,487 

Commercial real estate

 166  283,224  283,390  145  296,681  296,826 

Construction and land

 25  75,179  75,204  25  157,291  157,316 
  

Consumer:

              

Home equity

 74  34,046  34,120  93  33,620  33,713 

Auto and other consumer

 607  111,175  111,782  1,076  138,058  139,134 
  

Commercial business

  0   123,036   123,036   0   83,033   83,033 
  

Total loans

 $3,098  $1,069,758  $1,072,856  $2,135  $1,166,205  $1,168,340 

 

The following table represents the credit risk profile based on payment activity as of December 31, 20192020, by class of loans:

 

 

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

 0  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

  0   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 

 

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 Federalthe Bank is granting the borrower a concession of some kind. First FederalFed 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. This relief was extended under the Consolidated Appropriations Act 2021, to the earlier of 60 days after the COVID-19 pandemic national emergency termination date or January 1, 2022. Through September 30, 2020March 31, 2021, the Company had granted COVID-19 pandemic related temporary loan modifications on a total of 346357 loans aggregating to $174.9$175.0 million, or 16.3%15.0% of 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.

 

25
23

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

The following table is a summary of COVID-19 modified loans that remain on deferral as of September 30, 2020March 31, 2021:

 

Count

  

Balance

  

Percent

  

Count

  

Balance

  

Percent

 
 (Dollars in Thousands) (Dollars in Thousands)

Real Estate:

                  

One-to-four family

 16  $5,097  3.4% 0  $0  0.0%

Multi-family

 10  29,587  19.8  1  918  11.4 

Commercial real estate

 44  98,895  66.1  2  7,122  88.5 

Construction and land

  6   5,987   4.0   0   0   0 

Total real estate loans

 76  139,566  93.3  3  8,040  99.9 
              

Consumer:

                  

Home equity

 6  707  0.5  0  0  0 

Auto and other consumer

  88   4,741   3.2   1   12   0.1 

Total consumer loans

 94  5,448  3.7  1  12  0.1 
              

Commercial business loans

  13   4,528   3.0   0   0   0 
              

Total loans

  183  $149,542   100.0%  4  $8,052   100.0%

 

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

 

 

September 30, 2020

  

December 31, 2019

  

March 31, 2021

  

December 31, 2020

 
 

(In thousands)

  

(In thousands)

 
Total TDR loans $2,244 $3,544  $1,973 $2,224 
Allowance for loan losses related to TDR loans 28 41  24 26 

Total nonaccrual TDR loans

 108  81  107  108 

 

There were 0 newly restructured and renewals or modifications of existing TDR loans that occurred during the three and ninemonths ended September 30, 2020March 31, 2021 or September 30, 20192020.

 

There were 0 TDR loans which incurred a payment default within 12 months of the restructure date during the three and nine months ended September 30, March 31, 2021 or 2020.

 

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

  

Number

  

Rate

  

Term

  

Combination

  

Total

 
  

of Contracts

  

Modification

  

Modification

  

Modification

  

Modifications

 
      

(Dollars in thousands)

 

Pre-modification outstanding recorded investment

                    

One- to four-family

  1  $0  $50  $0  $50 
                     

Post-modification outstanding recorded investment

                    

One- to four-family

  1  $0  $51  $0  $51 

 

 

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

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

  

Number

  

Rate

  

Term

  

Combination

  

Total

 
  

of Contracts

  

Modification

  

Modification

  

Modification

  

Modifications

 
      

(Dollars in thousands)

 

TDR loans that subsequently defaulted

                    

One- to four-family

  1  $0  $0  $48  $48 

NaN additional funds were committed to be advanced in connection with impaired loans at September 30, 2020March 31, 2021.

 

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

 

 

September 30, 2020

  

December 31, 2019

  

March 31, 2021

  

December 31, 2020

 
 

Accrual

  

Nonaccrual

  

Total

  

Accrual

  

Nonaccrual

  

Total

  

Accrual

  

Nonaccrual

  

Total

  

Accrual

  

Nonaccrual

  

Total

 
 

(In thousands)

  

(In thousands)

 

One-to-four family

 $2,072  $108  $2,180  $2,290  $81  $2,371  $1,807  $107  $1,914  $2,054  $108  $2,162 

Multi-family

 0  0  0  107  0  107 

Commercial real estate

 0  0  0  643  0  643 

Home equity

 64  0  64  160  0  160   59   0   59   62   0   62 

Commercial business

  0   0   0   263   0   263 
  

Total TDR loans

 $2,136  $108  $2,244  $3,463  $81  $3,544  $1,866  $107  $1,973  $2,116  $108  $2,224 

 

 

 

Note 4 - Deposits

 

The aggregate amount of time deposits in excess of the Federal Deposit Insurance Corporation ("FDIC") insured limit, currently $250,000, at September 30, 2020March 31, 2021 and December 31, 20192020, were $73.0$80.1 million and $93.5$91.7 million, respectively. Deposits and weighted-average interest rates at the dates indicated are as follows:

 

 

September 30, 2020

  

December 31, 2019

  

March 31, 2021

  

December 31, 2020

 
 

Amount

  

Weighted-Average Interest Rate

  

Amount

  

Weighted-Average Interest Rate

  

Amount

  

Weighted-Average Interest Rate

  

Amount

  

Weighted-Average Interest Rate

 
 

(Dollars in thousands)

  

(Dollars in thousands)

 

Savings

  $ 171,905  0.17%   $ 168,983  0.86%  $186,173  0.27% $164,434  0.17%

Transaction accounts

 390,867  0.01%  276,496  0.03%  466,143  0.00% 431,171  0.01%

Money market accounts

 398,144  0.31%  248,086  0.46%  495,265  0.23% 429,143  0.31%

Certificates of deposit

  293,540  1.00%   308,080  1.85%   287,226   0.80%  308,769   1.00%
      
  $ 1,254,456  0.36%   $ 1,001,645  0.84%  $1,434,807   0.28% $1,333,517   0.36%

 

2725

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Maturities of certificates at the dates indicated are as follows:

 

 

September 30, 2020

  

December 31, 2019

  

March 31, 2021

  

December 31, 2020

 
 

(In thousands)

  

(In thousands)

 

Within one year or less

 $190,613  $241,127  $184,108  $185,804 

After one year through two years

 62,920  42,274  51,647  70,705 

After two years through three years

 25,020  11,167  37,591  37,417 

After three years through four years

 7,769  6,593  7,227  6,938 

After four years through five years

 7,218  6,919  6,653  7,905 

After five years

  0   0   0   0 
  
 $293,540  $308,080  $287,226  $308,769 

 

Brokered certificates of deposits of $92.6$85.9 million and $51.6$89.6 million are included in the September 30, 2020March 31, 2021 and December 31, 20192020 certificate of deposits totals above, respectively.

 

Deposits atAt September 30, 2020March 31, 2021 and December 31, 20192020, deposits included $79.9$98.4 million and $57.3$80.9 million, respectively, in public fund deposits. Investment securities with a carrying value of $39.0$51.8 million and $35.5$48.1 million were pledged as collateral for these deposits at September 30, 2020March 31, 2021 and December 31, 20192020, respectively. This exceeds the minimum collateral requirements established by the Washington Public Deposit Protection Commission.

 

Interest on deposits by type for the periods shown was as follows:

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2020

  

2019

  

2020

  

2019

 
  

(In thousands)

  

(In thousands)

 

Savings

 $176  $397  $785  $1,085 

Transaction accounts

  5   26   28   98 

Money market accounts

  362   312   1,118   945 

Certificates of deposit

  862   1,406   3,653   4,005 
                 
  $1,405  $2,141  $5,584  $6,133 

  

Three Months Ended

 
  

March 31,

 
  

2021

  

2020

 
  

(In thousands)

 

Savings

 $40  $340 

Transaction accounts

  7   19 

Money market accounts

  286   356 

Certificates of deposit

  601   1,423 
         
  $934  $2,138 

 

 

Note 5 - Federal Taxes on Income

 

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 24.4%13.2% and 18.9% for the ninethree months ended September 30, 2020March 31, 2021 and 20192020, respectively. The effective tax rates differ from the statutory maximum federal tax rate for 20202021 and 20192020 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. An estimate for the penalty on the BOLI contract surrendered this year is includedAdditionally, a cumulative adjustment was recorded in the 2020first tax provision resulting in a higher effective tax rate.quarter of 2021.

 

2826

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

 

Note 6 - Earnings per Share

 

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 ninemonths ended September 30, 2020March 31, 2021 and 20192020.

 

 

Three Months Ended

 

Nine Months Ended

  

Three Months Ended

 
 

September 30,

  

September 30,

  

March 31,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

 
 

(In thousands, except share data)

 

(In thousands, except share data)

  

(In thousands, except share data)

 

Numerator:

          

Net income

 $3,675  $2,510  $6,524  $6,796  $3,120  $873 
  

Denominator:

          

Basic weighted average common shares outstanding

 9,257,252  9,854,973  9,409,754  9,930,069  9,094,354  9,624,727 

Dilutive restricted stock grants

  6,723   48,368   29,484   76,738   91,371   51,650 

Diluted weighted average common shares outstanding

  9,263,975   9,903,341   9,439,238   10,006,807   9,185,725   9,676,377 
  

Basic earnings per share

 $0.40  $0.25  $0.69  $0.68  $0.34  $0.09 
  

Diluted earnings per share

 $0.40  $0.25  $0.69  $0.68  $0.34  $0.09 

 

Unallocated ESOP shares are not included as outstanding for either basic or diluted earnings per share calculations. As of September 30, 2020March 31, 2021 and 20192020, there were 754,301727,859 and 794,042780,785 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 6,723 and 5,248 restricted stock award anti-dilutive weighted-average shares for the three months ended September 30, 2020 and 2019 respectively. There were 29,484 and 17,344 restricted stock award anti-dilutive weighted-average shares for the nine months ended September 30, 2020 and 2019 respectively.

 

 

Note 7 - Employee Benefits

 

Change from Multi-employer to Single-employer Pension Plan

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"). 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 $1,745,519, net of tax, was included in accumulated other comprehensive loss on the Company's balance sheet at March 31, 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.

Employee Stock Ownership Plan

 

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-month12-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 annualNo principal andor interest payment of $835,000 was made by the ESOP during the ninethree months ended September 30, 2020March 31, 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.

 

29
27

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Compensation expense related to the ESOP for the three months ended September 30, 2020March 31, 2021 and 20192020, was $99,000$217,000 and $185,000, respectively. Compensation expense related to the ESOP for the nine months ended September 30, 2020 and 2019, was $359,000 and $512,000,$151,000, respectively.

 

Shares issued to the ESOP as of the dates indicated are as follows:

 

September 30, 2020

  

December 31, 2019

  

March 31, 2021

  

December 31, 2020

 
 

(Dollars in thousands)

  

(Dollars in thousands)

 

Allocated shares

 280,507  227,473  306,949  306,949 

Committed to be released shares

 13,221  26,514  13,221  0 

Unallocated shares

  754,301   794,042   727,859   741,080 
  

Total ESOP shares issued

  1,048,029   1,048,029   1,048,029   1,048,029 
  

Fair value of unallocated shares

 $7,468  $14,396  $12,097  $11,561 

 

 

 

Note 8 - Stock-based Compensation

 

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 September 30, 2020March 31, 2021, there were 456,541336,480 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 September 30, 2020March 31, 2021, there were 0 shares available for grant under the 2015 EIP. At this date, there are 273,800189,500 shares granted under the 2015 EIP that are expected to vest subject to the 2015 EIP plan provisions.

 

During the three months ended September 30, 2020 and 2019, 63,459 and 23,400 shares of restricted stock were awarded, respectively, and 0 stock options were granted. There were 126,05984,896 and 23,40035,100 shares of restricted stock awarded, respectively, during the ninethree months ended September 30, 2020March 31, 2021 and 20192020. 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 the stated period.

 

For the three months ended September 30, 2020March 31, 2021 and 20192020, total compensation expense for the equity incentive plans was $362,000$404,000 and $251,000, respectively. For the nine months ended September 30, 2020 and 2019, total compensation expense for the equity incentive plans was $917,000 and $804,000,$304,000, respectively.

 

Included in the above compensation expense for the three months ended September 30, 2020March 31, 2021 and 20192020, was directors' compensation was $102,000of $91,000 and $86,000, respectively. For the nine months ended September 30, 2020 and 2019, directors' compensation was $273,000 and $256,000,$85,000, respectively.

 

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

  

For the Three Months Ended

 
  

September 30, 2020

 
  

Shares

  

Weighted-Average Grant Date Fair Value

 

Non-vested at July 1, 2020

  277,400  $14.68 

Granted

  63,459   11.93 

Vested

  (50,244)  13.58 

Canceled (1)

  (10,088)  13.58 

Forfeited

  (3,600)  12.70 
         

Non-vested at September 30, 2020

  276,927  $14.32 
         

(1) A surrender of vested stock awards by a participant surrendering the number of shares valued at the current stock price at the vesting date to cover the total cost of the vested shares. The surrendered shares are canceled and are unavailable for reissue.

 

 

  

For the Nine Months Ended

 
  

September 30, 2020

 
  

Shares

  

Weighted-Average Grant Date Fair Value

 

Non-vested at January 1, 2020

  264,300  $14.60 

Granted

  126,059   12.97 

Vested

  (50,244)  13.58 

Canceled (1)

  (10,088)  13.58 

Forfeited

  (53,100)  13.36 
         

Non-vested at September 30, 2020

  276,927  $14.32 
         

(1) A surrender of vested stock awards by a participant surrendering the number of shares valued at the current stock price at the vesting date to cover the total cost of the vested shares. The surrendered shares are canceled and are unavailable for reissue.

 
  

For the Three Months Ended

 
  

March 31, 2021

 
  

Shares

  

Weighted-Average Grant Date Fair Value

 

Non-vested at January 1, 2021

  292,892  $13.96 

Granted

  84,896   18.60 

Vested

  (5,620)  16.42 

Canceled (1)

  (600)  16.42 
         

Non-vested at March 31, 2021

  371,568  $14.98 
         

(1) A surrender of vested stock awards by a participant surrendering the number of shares valued at the current stock price at the vesting date to cover the participant's share of tax on the vested shares. The surrendered shares are canceled and are unavailable for reissue.

 
 

 

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

As of September 30, 2020March 31, 2021, there was $3.4$4.6 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 3.202.88 years.

 

 

 

Note 9 - Fair Value Accounting and Measurement

 

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.

 

Level 3 - Unobservable inputs.

 

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.

 

 

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

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:

 

 

September 30, 2020

  

March 31, 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

 $0  $97,143  $0  $97,143  $0  $132,492  $0  $132,492 
Agency bonds 0 1,913 0 1,913 

ABS agency

 0  73,618  0  73,618  0  65,910  0  65,910 

ABS corporate

 0  32,747  0  32,747  0  17,505  0  17,505 

Corporate debt

 0  33,230  0  33,230  0  43,890  0  43,890 

SBA

 0  23,864  0  23,864  0  17,566  0  17,566 

MBS agency

 0  92,402  0  92,402  0  74,016  0  74,016 

MBS corporate

  0   16,107   0   16,107   0   40,203   0   40,203 
 $0  $369,111  $0  $369,111  $0  $393,495  $0  $393,495 

 

 

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

 $0  $39,282  $0  $39,282  $0  $127,862  $0  $127,862 

ABS agency

 0  28,858  0  28,858  0  63,820  0  63,820 

ABS corporate

 0  40,855  0  40,855  0  29,280  0  29,280 

Corporate debt

 0  9,643  0  9,643  0  32,970  2,540  35,510 

SBA

 0  28,459  0  28,459  0  18,564  0  18,564 

MBS agency

 0  160,167  0  160,167  0  62,683  0  62,683 

MBS corporate

  0   8,316   0   8,316   0   20,205   6,372   26,577 
 $0  $315,580  $0  $315,580  $0  $355,384  $8,912  $364,296 

30

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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:

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.

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

  

March 31, 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. 

 

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.

 

32

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

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

 

  

September 30, 2020

 
  

Level 1

  

Level 2

  

Level 3

  

Total

 
  

(In thousands)

 

Impaired loans

 $0  $0  $6,355  $6,355 
  

March 31, 2021

 
  

Level 1

  

Level 2

  

Level 3

  

Total

 
  

(In thousands)

 

Impaired loans

 $0  $0  $5,403  $5,403 

 

  

December 31, 2019

 
  

Level 1

  

Level 2

  

Level 3

  

Total

 
  

(In thousands)

 

Impaired loans

 $0  $0  $6,389  $6,389 
  

December 31, 2020

 
  

Level 1

  

Level 2

  

Level 3

  

Total

 
  

(In thousands)

 

Impaired loans

 $0  $0  $5,511  $5,511 

 

At September 30, 2020March 31, 2021 and December 31, 20192020, there were 0 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:

 

 

September 30, 2020

  

March 31, 2021

 
     

Fair Value Measurements Using:

      

Fair Value Measurements Using:

 
 

Carrying Amount

  

Estimated Fair Value

  

Level 1

  

Level 2

  

Level 3

  

Carrying Amount

  

Estimated Fair Value

  

Level 1

  

Level 2

  

Level 3

 
 

(In thousands)

  

(In thousands)

 

Financial assets

                      

Cash and cash equivalents

 $16,776  $16,776  $16,776  $  $  $15,827  $15,827  $15,827  $0  $0 

Investment securities available for sale

 369,111  369,111    369,111    393,495  393,495  0  393,495  0 

Loans held for sale

 4,754  4,754    4,754    4,037  4,037  0  4,037  0 
Loans receivable, net 1,061,417 1,055,850   1,055,850  1,156,439 1,147,018 0 0 1,147,018 

FHLB stock

 5,944  5,944    5,944    3,997  3,997  0  3,997  0 

Accrued interest receivable

 7,367  7,367    7,367    6,251  6,251  0  6,251  0 

Mortgage servicing rights, net

 1,545  1,710      1,710  2,309  2,499  0  0  2,499 
  

Financial liabilities

                      

Demand deposits

 $960,916  $960,916  $960,916  $  $  $1,147,581  $1,147,581  $1,147,581  $0  $0 
Time deposits 293,540 296,123  296,123   287,226 288,807 0 288,807 0 
Borrowings 109,150 110,744  110,744  
FHLB Borrowings 50,000 50,447 0 50,447 0 
Subordinated debt 39,310 39,310 0 39,310 0 

Accrued interest payable

 51  51    51    84  84  0  84  0 

 

3332

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

December 31, 2019

  

December 31, 2020

 
     

Fair Value Measurements Using:

      

Fair Value Measurements Using:

 
 

Carrying Amount

  

Estimated Fair Value

  

Level 1

  

Level 2

  

Level 3

  

Carrying Amount

  

Estimated Fair Value

  

Level 1

  

Level 2

  

Level 3

 
 

(In thousands)

  

(In thousands)

 

Financial assets

                      

Cash and cash equivalents

 $48,739  $48,739  $48,739  $0  $0  $65,155  $65,155  $65,155  $0  $0 

Investment securities available for sale

 315,580  315,580  0  315,580  0  364,296  364,296  0  355,384  8,912 

Loans held for sale

 503  503  0  503  0  3,753  3,753  0  3,753  0 

Loans receivable, net

 878,437  858,101  0  0  858,101  1,141,969  1,129,570  0  0  1,129,570 

FHLB stock

 6,034  6,034  0  6,034  0  5,977  5,977  0  5,977  0 

Accrued interest receivable

 3,931  3,931  0  3,931  0  6,966  6,966  0  6,966  0 

Mortgage servicing rights, net

 871  1,486  0  0  1,486  2,120  2,189  0  0  2,189 
  

Financial liabilities

                      

Demand deposits

 $693,565  $693,565  $693,565  $0  $0  $1,024,748  $1,024,748  $1,024,748  $0  $0 

Time deposits

 308,080  308,819  0  308,819  0  308,769  310,992  0  310,992  0 

Borrowings

 112,930  113,076  0  113,076  0 

FHLB Borrowings

 109,977  111,462  0  111,462  0 

Accrued interest payable

 373  373  0  373  0  53  53  0  53  0 

 

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 September 30, 2020March 31, 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.

 

3433

 

Note 10- Subsequent Event

On April 15, 2021, the Company 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"). Subsequent to quarter end, the Company partially fulfilled its commitment to extend $15.0 million to Quin 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.

 

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.

 

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:

 

 

developmentsthe 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 effectsduration 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 levelquality 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;

 

fluctuationslegislative 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 forcredit 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 responseour ability to product demand or the implementation of corporate strategies, including oursuccessfully execute on growth strategies related to the home lending centerour 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;

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;

 

inabilityany 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 primarily engages in the business activity of its subsidiary, First Federal.Fed. First FederalFed is a communitycommunity-oriented financial institution serving Clallam, Jefferson, Kitsap, Whatcom, and King counties in Washington State, through its Seattle lending center and ten full-service branches. Our business and operating strategy is focused on building sustainable earnings through employing experienced bankers, geographic expansion, 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.

 

We offer a wide range of products and services focused on the lendingfinancial security and depositorypayment needs of Western Washington. Whilethe communities we have a concentrationserve. 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 ourthe origination and portfolio balances of commercial real estate, and multi-family real estate. Weestate, construction, and commercial business loans. More recently we have also increased our autoconsumer loan portfolio through our manufactured home and consumer loans, through indirect and purchased auto loan purchase programs, in order to diversifydiversity 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 cost effective liquidity and manage interest rate risk.

 

 

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, branding and customer acquisition, and the overall level of personal income and 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 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, increased property values, improvements in the economic environment, or recoveries of amounts previously charged off are received, a recapture of previously recognized provision for loan losses may be added to net income.

 

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, marketing and customer acquisition expenses, expenses related to real estate and personal property owned, and other expenses.

 

Recent Developments. On March 22, 2021, the Company announced that First Fed has entered into an agreement with Sterling Bank and Trust of Southfield, Michigan to purchase its Bellevue, Washington branch, subject to applicable regulatory approvals and other customary closing conditions. The agreement includes the purchase of approximately $77.7 million in deposits as of the announcement date. First Fed anticipates closing the transaction by the end of the second quarter of 2021.

As discussed in more detail below under the subheading "Liabilities," on March 25, 2021, the Company issued $40.0 million in 3.75% fixed-to-floating rate subordinated notes due 2031 to certain qualified institutional buyers and institutional accredited investors. The Company intends to use the net proceeds from the sale of the notes for general corporate purposes.

On April 15, 2021, the Company 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"). Under the Joint Venture Agreement, the Company and POM have established Quin to develop a digital financial wellness platform that will offer personal financial services to the general public. Under a related Marketing and Banking Services Agreement, Quin will promote the services offered through the digital financial wellness platform and the Bank will provide banking services to the customers who utilize the platform. The Marketing and Banking Services Agreement sets forth the terms governing the parties' commercial and economic commitments and responsibilities, including the fees to be paid by the Bank to fund the costs of acquiring customers and the distribution of interchange fees. The Company also committed to extend $15.0 million to Quin 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.

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 March 31, 2021, the governor of Washington eased restrictions initially set in place, allowing businesses to increase capacities, but short of 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 2019addition, the economic pressures and early 2020,uncertainties related to the COVID-19 pandemic manifested itshave 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 deterioratedother services we offer. Our borrowing base includes customers in mid-March 2020industries 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 contributed to and will continue to support non-profit organizations 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 $4.1 million for the first nine months of 2020, compared to $669,000 for all of 2019.

Increased on balance sheet liquidity, specifically Cash and Cash Equivalents increased by $3.3 million, a 6.9% increase over December 31, 2019. The investment portfolio, a secondary source of liquidity, increased by $53.5 million, or 17.0%, 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 September 30, 2020,March 31, 2021, the Company’s exposure as a percent of the total loan portfolio to these industries was 4.9%4.4%, 0.2%, and 4.6%4.3%, 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 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.

 

 

The Company worked with a number of loan customers on loan deferral and forbearance plans. As of September 30, 2020, the Company had granted payment deferral plans on 346 loans totaling $174.9 million compared to 297 loans totaling $128.4 million as of June 30, 2020. These modifications were not classified as TDRs at September 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 September 30, 2020, weWe provided assistance to many small businesses throughapplying for the SBA's Paycheck Protection Program. This program provides small businessesProgram ("PPP") funding. As of March 31, 2021, we processed $32.4 million of loans for 307 customers through the current round of SBA PPP funding with funds to pay up to eight weeksan average loan amount 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 finalizes the application process for loan forgiveness.

$106,000. We processed $32.2 million of loans for 515 customers through the initial round of SBA PPP program as of September 30, 2020. Thefunding during 2020 with an average loan amount approved was approximatelyof $63,000. Payments by borrowers on these loans begin sixcan 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 a third-party financial technology provider to assist our borrowers with the loan forgiveness application process. As of March 31, 2021, $16.6 million, or 51.4%, of the first-round loans were forgiven.

 

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 September 30, 2020, the Company had received $1.4 million in processing fees. When a loan is paid off 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 of these loans are forgiven or repaid before the scheduled maturity, we expect an increase in interest income and the net interest margin during that period.

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 September 30, 2020March 31, 2021 and December 31, 20192020

 

Assets. Total assets increased to $1.56$1.74 billion at September 30, 2020March 31, 2021 from $1.30$1.65 billion at December 31, 2019.2020.

 

Total loans, excluding loans held for sale, increased $182.9$14.5 million to $1.06$1.16 billion at September 30, 2020,March 31, 2021, from $878.4 million$1.14 billion at December 31, 2019.2020. During the ninethree months ended September 30, 2020, one-March 31, 2021, auto and other consumer loans increased $10.9 million, with $7.3 million in purchases of manufactured home loans and $14.2 million in purchased auto loans offset by prepayment activity. One- to four-family residential loans increased $11.7decreased $14.0 million as we sold 65.6%prepayment of one- to four-family residential loans originatedexceeded originations during the year. Multi-family loans increased $31.4 million as we continued to build this part of the loan portfolio. Commercial real estate loans increased by $27.6 million as we continue to build our lending presence in King and Whatcom Counties as well as continued lending in our legacy markets.period. Commercial business loans increased $81.4decreased $17.2 million as wenewly funded PPP loans were offset by PPP forgiveness payments received during the period and increased balances generated throughparticipation in the Northpointe Bank Mortgage Participation Program (NBMPP) duringdecreased to $5.7 million at March 31, 2021, from $47.3 million at December 31, 2020. The NBMPP provides interim financing to mortgage originators based on the contractual sale agreement of a mortgage loan. We are also attracting new commercial business clients due to our hiring efforts and investment into customer focused, experienced commercial bankers. Auto and other consumer loans decreased $337,000. Competition for quality commercial credits remains; however, continuing impacts of the COVID-19 pandemic effect bothhave reduced the supply and demand for credit. Refinance activity of one- to-four family residential loans was robust during the nine-month period.

 

Construction and land loans increased $38.0$33.7 million, or 102.2%27.2%, to $75.2$157.3 million at September 30, 2020,March 31, 2021, from $37.2$123.6 million at December 31, 2019. The majority of our2020. Our construction loans are geographically dispersed throughout the Puget Sound regionWestern Washington (with one loan in Oregon) and, as a result, 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. 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.

 

We monitor real estate values and general economic conditions in our market areas, in addition to assessing the strength of our borrowers, in order 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 nine months 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.

 

 

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

 

September 30, 2020

 

North Olympic Peninsula (1)

  

Puget Sound Region (2)

  

Other Washington

  

Oregon

  

Total

 

March 31, 2021

 

North Olympic Peninsula (1)

  

Puget Sound Region (2)

  

Other Washington

  

Oregon

  

Total

 
 

(In thousands)

  

(In thousands)

 

Construction Commitment

                                   

One- to four-family residential

 $16,090  $25,865  $1,478  $  $43,433  $18,268  $34,996  $1,472  $  $54,736 

Multi-family residential

   67,620    8,020  75,640  4,034  176,473  16,637  8,020  205,164 

Commercial real estate

  8,897   33,833   2,807      45,537   2,134   46,021   2,695      50,850 

Total commitment

 $24,987  $127,318  $4,285  $8,020  $164,610  $24,436  $257,490  $20,804  $8,020  $310,750 
            

Construction Funds Disbursed

                                   

One- to four-family residential

 $7,762  $14,579  $565  $  $22,906  $7,193  $17,871  $805  $  $25,869 

Multi-family residential

   25,634      25,634  3,687  79,566  15,300  856  99,409 

Commercial real estate

  7,877   10,313   55      18,245   1,763   20,047   1,027      22,837 

Total disbursed

 $15,639  $50,526  $620  $  $66,785  $12,643  $117,484  $17,132  $856  $148,115 
            

Undisbursed Commitment

                                   

One- to four-family residential

 $8,328  $11,286  $913  $  $20,527  $11,075  $17,125  $667  $  $28,867 

Multi-family residential

   41,986    8,020  50,006  347  96,907  1,337  7,164  105,755 

Commercial real estate

  1,020   23,520   2,752      27,292   371   25,974   1,668      28,013 

Total undisbursed

 $9,348  $76,792  $3,665  $8,020  $97,825  $11,793  $140,006  $3,672  $7,164  $162,635 
            

Land Funds Disbursed

                                   

One- to four-family residential

 $4,588  $2,133  $349  $  $7,070  $4,521  $3,001  $343  $  $7,865 

Commercial real estate

     1,350         1,350      1,336         1,336 

Total disbursed for land

 $4,588  $3,483  $349  $  $8,420  $4,521  $4,337  $343  $  $9,201 

 

(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 (1)

  

Puget Sound Region (2)

  

Other Washington

  

Oregon

  

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  1,644  145,701  16,637  8,020  172,002 

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  1,297  57,262  15,300    73,859 

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  347  88,439  1,337  8,020  98,143 

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 

 

 

During the ninethree months ended September 30, 2020,March 31, 2021, the Company originated $498.5$187.0 million of loans, of which $308.3$125.1 million, or 61.8%66.8%, were originated in the Puget Sound region, $159.1$47.1 million, or 31.9%25.2%, in the North Olympic Peninsula, $12.8$2.9 million, or 2.6%1.6%, in other areas throughout Washington State, and $18.3$11.9 million, or 3.7%6.4%, in Oregon. The Company purchased an additional $28.7$14.2 million in one- to four-familyauto loans $26.1and $7.3 million in specialty auto loans, $2.1 million in other consumer loans, and $2.0 million in multifamilymanufactured home loans during the ninethree months ended September 30, 2020.March 31, 2021. We will continue to evaluate opportunities to acquire assets through wholesale channels in order to supplement our organic originations and increase net interest income.

 

Our allowance for loan losses increased $3.3 million,$418,000, or 35.1%3.0%, to $13.0$14.3 million at September 30, 2020,March 31, 2021, from $9.6$13.8 million at December 31, 2019.2020. The increase was due to a $4.1 million$500,000 loan loss provision, offset by net charge-offs of $737,000$82,000 for the nine-monththree-month period. The provision is largely attributed to qualitative factor adjustments made in response to the economic impact of the COVID-19 pandemic, as well as to account for growth in the loan portfolio. We continue to monitor the economic impact of the COVID-19 pandemic and the anticipated impact is included in the qualitative factor adjustments. The allowance for loan losses as a percentage of total loans at September 30, 2020both March 31, 2021 and December 31, 20192020 was 1.2% and 1.1%, respectively..

 

Nonperforming loans increased $1.3 million,decreased $138,000, or 72.5%6.1%, to $3.0$2.1 million at September 30, 2020,March 31, 2021, from $1.7$2.3 million at December 31, 2019,2020, mainly attributable to an increaseimprovements in nonperforming one- to four-family loans of $1.2 million,$116,000 and multi-family loans of $287,000, commercial real estate loans of $57,000,$284,000, offset by decreasesadditions in construction and land loans of $4,000, home equity loans of $38,000, and auto and other consumer loans of $241,000.$255,000. Nonperforming loans to total loans increased to 0.3% at September 30, 2020, fromwas 0.2% at both March 31, 2021 and December 31, 2019.2020. The allowance for loan losses as a percentage of nonperforming loans decreasedincreased to 419.9%668.1% at September 30, 2020,March 31, 2021, from 536.1%609.2% at December 31, 2019.2020.

 

At September 30, 2020,March 31, 2021, there were $2.2$2.0 million in restructured loans, of which $2.1$1.9 million were performing in accordance with their modified payment terms and returned to accrual status. Classified loans decreased $921,000increased $6.6 million to $4.0$14.1 million at September 30, 2020,March 31, 2021, from $5.0$7.5 million at December 31, 2019.2020 due to one deteriorating commercial real estate loan.

 

Net loan charge-offs are concentrated mainly in our indirect auto loan portfolio. We recently removed one of our indirect auto loan product offerings in 2020 to effectively eliminate new production and reduce future charge-off activity. We continue to monitor the program in order to prudently balance risk and return within the portfolio. We believe our allowance for loan losses is adequate to absorb the known and inherent risks of loss in the loan portfolio as of September 30, 2020.March 31, 2021. As the ultimate impact of the COVID-19 pandemic and response from Federal and State government remains to be seen, we increasedcontinue to incorporate this into the qualitative factor related to the economy this quarter.economy.

 

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

 

     

Increase (Decrease)

      

Increase (Decrease)

 
 

September 30, 2020

  

December 31, 2019

  

Amount

  

Percent

  

March 31, 2021

  

December 31, 2020

  

Amount

  

Percent

 
 

(In thousands)

      

(In thousands)

     

Real Estate:

                            

One-to-four family

 $317,755  $306,014  $11,741  3.8% $295,831  $309,828  $(13,997) (4.5)%

Multi-family

 127,569  96,098  31,471  32.7  162,487  162,467  20   

Commercial real estate

 283,390  255,722  27,668  10.8  296,826  296,574  252  0.1 

Construction and land

  75,204   37,187   38,017  102.2   157,316   123,627   33,689  27.3 

Total real estate loans

 803,918  695,021  108,897  15.7  912,460  892,496  19,964  2.2 
                  

Consumer:

                            

Home equity

 34,120  35,046  (926) (2.6) 33,713  33,103  610  1.8 

Auto and other consumer

  111,782   112,119   (337) (0.3)  139,134   128,233   10,901  8.5 

Total consumer loans

 145,902  147,165  (1,263) (0.9) 172,847  161,336  11,511  7.1 
                  

Commercial business loans

  123,036   41,571   81,465  196.0   83,033   100,201   (17,168) (17.1)
                  

Total loans

 1,072,856  883,757  189,099  21.4  1,168,340  1,154,033  14,307  1.2 

Less:

                            

Net deferred loan fees

 2,628  206  2,422  1,175.7  4,983  4,346  637  14.7 

Premium on purchased loans, net

 (4,196) (4,514) 318  (7.0) (7,347) (6,129) (1,218) 19.9 

Allowance for loan losses

  13,007   9,628   3,379  35.1   14,265   13,847   418  3.0 

Loans receivable, net

 $1,061,417  $878,437  $182,980  20.8  $1,156,439  $1,141,969  $14,470  1.3 

 

 

The following table represents nonperforming assets at the dates indicated.

 

     

Increase (Decrease)

      

Increase (Decrease)

 
 

September 30, 2020

  

December 31, 2019

  

Amount

  

Percent

  

March 31, 2021

  

December 31, 2020

  

Amount

  

Percent

 
 

(In thousands)

      

(In thousands)

     

Nonperforming loans:

                        

Real estate loans:

                  

One- to four-family

 $1,939  $698  $1,241  177.8% $796  $912  $(116) (12.7)%

Multi-family

 287    287  100.0    284  (284) (100.0)

Commercial real estate

 166  109  57  52.3  145  157  (12) (7.6)

Construction and land

  25   29   (4) (13.8)  25   26   (1) (3.8)

Total real estate loans

 2,417  836  1,581  189.1  966  1,379  (413) (29.9)
                  

Consumer loans:

                  

Home equity

 74  112  (38) (33.9) 93  73  20  27.4 

Auto and other consumer

  607   848   (241) (28.4)  1,076   821   255  31.1 

Total consumer loans

  681   960   (279) (29.1)  1,169   894   275  30.8 
                  

Commercial business

       100.0        100.0 
                  

Total nonperforming loans

  3,098   1,796   1,302  72.5   2,135   2,273   (138) (6.1)
                  

Real estate owned:

                        

Land

     62   (62) (100.0)     2   (2) (100.0)

Total real estate owned

     62   (62) (100.0)     2   (2) (100.0)
                  

Repossessed assets

  170   92   78  84.8           100.0 
                  

Total nonperforming assets

 $3,268  $1,950  $1,318  67.6  $2,135  $2,275  $(140) (6.2)
                  

Nonaccrual and 90 days or more past due loans as a percentage of total loans

 0.3% 0.2% 0.1% 50.0  0.2% 0.2% 0.0%  

 

Investment securities increased $53.5$29.2 million, or 17.0%8.0%, to $369.1$393.5 million at September 30, 2020,March 31, 2021, from $315.6$364.3 million at December 31, 2019,2020, due to the purchase and sale of securities, normal payments and prepayment activity, and an increase in the market value of the portfolio.activity. Mortgage-backed securities represent the largest portion of our investment securities portfolio and totaled $108.5$114.2 million at September 30, 2020,March 31, 2021, or 29.4%29.0% of the investment securities portfolio, a decreasean increase during the year of $60.0$25.0 million, or 35.6%28.0%, from $168.5$89.3 million at December 31, 2019.2020. Other investment securities, including municipal bonds and other asset-backed securities, were $260.6$279.3 million at September 30, 2020,March 31, 2021, or 70.6%71.0% of the total investment securities portfolio, an increase of $113.5$4.2 million from $147.1$275.0 million at December 31, 2019.2020. The investment portfolio, including mortgage-backed securities, had an estimated projected average life of 6.77.5 years as of September 30, 2020,March 31, 2021, and 5.07.3 years as of December 31, 2019,2020, and had an estimated average repricing term of 4.45.3 years as of September 30, 2020,March 31, 2021, and 3.75.0 years as of December 31, 2019,2020, based on the interest rate environment at those times. The net change in unrealized gains (losses) on our municipal bonds and mortgage-backed investment securities declined $4.4 million during the first quarter of 2021 as a result of declining market values.

 

The investment portfolio was comprised of 59.8%48.0% in amortizing securities at September 30, 2020both March 31, 2021 and 81.8% 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.

 

 

Liabilities. Total liabilities increased to $1.38$1.55 billion at September 30, 2020,March 31, 2021, from $1.13$1.47 billion at December 31, 2019,2020, primarily due to an increase in deposits of $252.8 million.$101.3 million and the issuance of subordinated debt of $40.0 million in March 2021.

 

Deposit balances increased 25.2%7.6%, to $1.25$1.43 billion at September 30, 2020,March 31, 2021, from $1.00$1.33 billion at December 31, 2019.2020. There was a $150.0$66.1 million increase in money market accounts, a $114.3$34.9 million increase in transaction accounts, and a $2.9$21.7 million increase in savings accounts during the year.period while the balance of certificates of deposits decreased $21.5 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, deposit of additional unemployment benefits,PPP funding, and deferrals of Federal tax payment due dates. These actions, coupled with decreased spending by consumersWe strategically increased noninterest-bearing 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 September 30, 2020,March 31, 2021, we had $92.6$85.9 million in brokered CDs included in the $293.5$287.2 million balance of certificates of deposit.

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 increased $3.8decreased $4.2 million to $180.6$182.1 million for the ninethree months ended September 30, 2020.March 31, 2021. The increasedecrease was due to an after-tax increasedecline in unrealized gain on available-for-sale investments of $3.5 million and a $1.7 million adjustment in other comprehensive income reflecting the recognition of $4.7 million dueprior service cost related to the increased valuetransfer out of our available-for-sale securities portfolio offset by realized sales, as well asparticipation in a multiemployer pension plan into a single employer plan. The Company recorded year-to-date net income of $6.5$3.1 million, partially offset by $7.2$2.2 million in repurchases of shares of common stock.

 

 

 

Comparison of Results of Operations for the Three Months Ended September 30,March 31, 2021 and 2020 and 2019

 

General. Net income increased $1.2$2.2 million, or 46.4%257.4%, to $3.7$3.1 million for the three months ended September 30, 2020,March 31, 2021, compared to net income of $2.5 million$873,000 for the three months ended September 30, 2019. The increase is mainlyMarch 31, 2020, 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 income driven by mortgage revenue, gain on sale of investments, and swap fee program fees which waspartially offset by an increase in noninterest expense due primarily to higher compensation expenses.expense.

 

Net Interest Income. Net interest income increased $2.3$4.1 million to $11.7$13.5 million for the three months ended September 30, 2020, compared toMarch 31, 2021, from $9.4 million for the three months ended September 30, 2019 The yield on average interest-earning assets decreased 38 basis points to 3.82% for the three months ended September 30, 2020, compared to 4.20% for the same period in the prior year. The decrease was due to a lower market interest rates offset by a small increase in the ratio of total loans to assets in the current period compared to one year ago from 67.7% to 68.6%.

The average cost of interest-bearing liabilities decreased 67 basis points to 0.60% for the three months ended September 30, 2020, compared to 1.27% for the same period last year. The decrease was due in part to the management of deposit rates reflecting the low rate environment as well as a reduction in the level and cost of borrowings given the prepayment of higher costing FHLB borrowings in the fourth quarter of 2019 and the first quarter ofMarch 31, 2020. Our average cost of FHLB borrowings for the three months ended September 30, 2020 decreased to 1.34% in the third quarter of 2020 compared to 3.16% for the same period one year prior. The cost of interest-bearing deposits decreased by 50 basis points to 0.56% compared to 1.06% for the three months ended September 30, 2019, given decreasing market rates.

Due to the average yield on interest-bearing liabilities decreasing at a faster pace than our interest-earning assets, the net interest margin increased 13 basis points to 3.36% for the three months ended September 30, 2020, from 3.23% for the same period in 2019. For additional information, see Rate/Volume Analysis contained in Item 2 of this Form 10-Q.

Interest Income. Totalinterest income increased $1.1 million, or 9.1%, to $13.3 million for the three months ended September 30, 2020, from $12.2 million for the comparable period in 2019. Interest and fees on loans receivable increased $1.0 million, to $11.0 million for the three months ended September 30, 2020, from $10.0 million for the three months ended September 30, 2019, due primarily to an increase in the volume of average loans. Average loan yields decreased 23 basis points to 4.45% for the three months ended September 30, 2020 compared to the three months ended September 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 $682,000 to $1.6 million for the three months ended September 30, 2020, compared to $921,000 for the three months ended September 30, 2019, due to a $156.2 million increase in average balances partially offset by an 91 basis point decrease in average yield related to a decrease in the yield on variable rate securities and lower reinvestment market rates. 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 September 30, 2020 decreased $522,000, or 48.0%, compared to the three months ended September 30, 2019, the result of a decrease of $61.8 million in the average balance and a 48 basis point decrease in the average yield in the 2020 period.

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

  

Three Months Ended September 30,

     
  

2020

  

2019

     
  

Average Balance Outstanding

  

Yield

  

Average Balance Outstanding

  

Yield

  

Increase (Decrease) in Interest Income

 
  

(Dollars in thousands)

 

Loans receivable, net

 $998,586   4.45% $862,587   4.68% $1,001 

Investment securities

  267,911   2.39   111,695   3.30   682 

Mortgage-backed securities

  110,863   2.04   172,639   2.52   (522)

FHLB stock

  4,028   9.63   5,019   7.33   5 

Interest-bearing deposits in banks

  19,702   0.18   15,413   1.69   (56)

Total interest-earning assets

 $1,401,090   3.82% $1,167,353   4.20% $1,110 

Interest Expense. Total interest expense decreased $1.2 million, or 43.1%, to $1.6 million for the three months ended September 30, 2020, compared to $2.8 million for the three months ended September 30, 2019, mainly due to an $736,000, or 34.0% decrease in interest paid on deposits. Interest on borrowings decreased $486,000 or 70.3%. Interest expense on deposits decreased for the three months ended September 30, 2020, due to lower rates offsetting the impact of increased balances. The average balance of interest-bearing deposits increased $202.3 million, or 25.1%, to $1.01 billion for the three months ended September 30, 2020, from $806.7 million for the three months ended September 30, 2019, as we continued to target deposit growth in new and existing market areas as well as the industry-wide impact of stimulus related deposits during the pandemic. During the three months ended September 30, 2020, the average balance of savings accounts increased $6.0 million and the related weighted-average cost decreased 54 basis points compared to the same period in 2019. The average balance of certificates of deposit balances grew $43.1 million and the weighed-average cost decreased by 96 basis points, mainly as a result of the utilization of brokered CDs. During the three months ended September 30, 2020, the average balance of money market accounts increased $125.7 million compared to the same period in the prior year. The average cost of deposits decreased by 50 basis points to 0.56% for the three months ended September 30, 2020, from 1.06% for the three months ended September 30, 2019. Borrowing costs decreased due to the prepayment of higher cost term borrowings in the fourth quarter of 2019 and the first quarter of 2020and a reduction in the average rate paid during the most recent quarter compared to the same period in 2019.

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

  

Three Months Ended September 30,

     
  

2020

  

2019

     
  

Average Balance Outstanding

  

Rate

  

Average Balance Outstanding

  

Rate

  

Increase (Decrease) in Interest Expense

 
  

(Dollars in thousands)

 

Savings accounts

 $174,475   0.40% $168,495   0.94% $(221)

Transaction accounts

  143,890   0.01   116,328   0.09   (21)

Money market accounts

  371,335   0.39   245,640   0.51   50 

Certificates of deposit

  319,341   1.08   276,247   2.04   (544)

Borrowings

  61,244   1.34   87,492   3.16   (486)

Total interest-bearing liabilities

 $1,070,285   0.60% $894,202   1.27% $(1,222)

Provision for Loan Losses. The provision for loan losses was $1.3 million during the three months ended September 30, 2020, compared to a $170,000 recovery of loan losses for the three months ended September 30, 2019. This was mainly due to an increase to the economic qualitative factor resulting from the uncertainty surrounding COVID-19 and its potential impact on the loans in our portfolio.

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

  

Three Months Ended September 30,

 
  

2020

  

2019

 
  

(Dollars in thousands)

 
Provision for (recovery of) loan losses $1,350  $(170)

Net charge-offs

  (452)  (118)

Allowance for loan losses

  13,007   9,443 
Allowance for losses as a percentage of total gross loans receivable at the end of this period  1.2%  1.1%

Total nonaccrual loans

  3,098   1,322 
Allowance for loan losses as a percentage of nonaccrual loans at end of period  419.9%  714.3%
Nonaccrual and 90 days or more past due loans as a percentage of total loans  0.3%  0.2%

Total loans

 $1,072,856  $846,057 

Noninterest Income. Noninterest income increased $2.8 million or 149.7%, to $4.7 million for the three months ended September 30, 2020, from $1.9 million for the three months ended September 30, 2019, primarily due to the gain on sales of mortgage loans of $1.7 million, the gain on sale of investment securities of $969,000, and an increase in the cash surrender value of bank owned life insurance (BOLI) of $475,000. The increase in the cash surrender of BOLI in the third quarter of was due to a surrender of an underperforming policy and the subsequent reinvestment of the proceeds into a different policy. A yield enhancement on the new policy was captured up front which resulted in recognition of $406,000 in cash surrender value. Fees received from participation in a loan swap program generated $396,000. Loan and deposit fees decreased by $131,000 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.

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

  

Three Months Ended September 30,

  

Increase (Decrease)

 
  

2020

  

2019

  

Amount

  

Percent

 
  

(Dollars in thousands)

 

Loan and deposit service fees

 $868  $999  $(131)  (13.1)%

Mortgage servicing fees, net of amortization

  148   44   104   236.4 

Net gain on sale of loans

  1,725   655   1,070   163.4 
Net gain on sale of investment securities  969      969   100.0 

Increase in cash surrender value of bank-owned life insurance

  622   147   475   323.1 

Other income

  449   70   379   541.4 

Total noninterest income

 $4,781  $1,915  $2,866   149.7%

Noninterest Expense. Noninterest expense increased $1.6 million, or 19.7%, during the three months ended September 30, 2020, compared to the three months ended September 30, 2019, mainly due to a 27.2% increase in compensation and benefits driven by additional staffing and a 366.3% increase in commissions paid on loan production. Occupancy and equipment increased 17.7% due to increased spending on infrastructure to support growth and advertising increased 44.7%

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

  

Three Months Ended September 30,

  

Increase (Decrease)

 
  

2020

  

2019

  

Amount

  

Percent

 
  

(Dollars in thousands)

 

Compensation and benefits

 $6,070  $4,771  $1,299   27.2%

Data processing

  640   680   (40)  (5.9)

Occupancy and equipment

  1,367   1,161   206   17.7 

Supplies, postage, and telephone

  254   208   46   22.1 

Regulatory assessments and state taxes

  262   209   53   25.4 

Advertising

  285   197   88   44.7 

Professional fees

  361   278   83   29.9 

FDIC insurance premium

  86   (72)  158   (219.4)
FHLB prepayment penalty     344   (344)  (100.0)

Other expense

  756   648   108   16.7 

Total

 $10,081  $8,424  $1,657   19.7%

Provision for Income Tax. Income tax expense of $1.4 million was recorded for the three months ended September 30, 2020, compared to $580,000 for the three months ended September 30, 2019, generally due to a decrease in income before taxes of $2.0 million and a penalty recorded related to the surrender of the bank owned life insurance policy. 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 Nine Months Ended September 30, 2020 and 2019

General. Net income decreased $272,000, or 4.0%, to $6.5 million for the nine months ended September 30, 2020, compared to net income of $6.7 million for the nine months ended September 30, 2019, due to an increase in provision for loan losses and noninterest expense partially offset by an increase in noninterest income.

Net Interest Income. Net interest income increased $2.5 million to $31.2 million for the nine months ended September 30, 2020, from $28.7 million for the nine months ended September 30, 2019. This increase was mainly the result of an increase in average earning assets of $118.7$341.0 million. The yield on average interest-earning assets decreased 3719 basis points to 3.85%3.78% for the ninethree months ended September 30, 2020,March 31, 2021, compared to 4.22%3.97% for the same period in the prior year due to the decrease in market rates. The net interest margin decreased 3 basis points to 3.20% for the nine months ended September 30, 2020, from 3.23% for the same period in 2019.

The $2.5 million increase in net interest income during the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, was the result of a $2.4 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 $1.8 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 0.85%0.40% for the ninethree months ended September 30, 2020,March 31, 2021, compared to 1.28%1.11% for the same period last year, due primarily to decreasesa decrease in rates on interest-bearing deposits of 67 basis points combined with a decrease in borrowing volume of $1.1$24.2 million and decreases attributablelower borrowing rates due to the restructure of long-term FHLB advances and declining rates on short-term advances. Total cost of $760,000.funds decreased 63 basis points to 32 basis points for the three months ended March 31, 2021, from 95 basis points for the same period in 2020. The net interest margin increased 37 basis points to 3.48% for the three months ended March 31, 2021, from 3.11% for the same period in 2020.

 

Interest Income. Total interest income increased $150,000,$2.7 million, or 0.4%22.2%, to $37.7$14.6 million for the ninethree months ended September 30, 2020,March 31, 2021, from $37.5$12.0 million for the comparable period in 2019,2020, primarily due to a decreasean increase in the average yieldsbalances on interest-earning assets. Interest and fees on loans receivable increased $508,000,$2.7 million, to $31.1$12.5 million for the ninethree months ended September 30, 2020,March 31, 2021, from $30.6$9.8 million for the ninethree months ended September 30, 2019,March 31, 2020, related to an increase in the average balance of net loans receivable of $61.6$261.5 million compared to the prior year. Average loan yields decreased 249 basis points to 4.45%4.43% for the ninethree months ended September 30, 2020March 31, 2021 compared to the ninethree months ended September 30, 2019.March 31, 2020.

 

Interest income from total securities decreased $184,000 to $6.3 million for the nine months ended September 30, 2020 from $6.4 million for the same period in 2019. While the average balance of total securities increased $51.9 million, the average yield decreased 50 basis points. Interest income on investment securities increased $1.1 million, or 37.5%, to $4.0 million for the nine months ended September 30, 2020, compared to $2.9 million for the nine months ended September 30, 2019, due to an increase in the average balance of $94.4 million partially offset by a decrease in average yield of 80 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 securities for the nine months ended September 30, 2020 decreased $1.3 million, or 36.0%, to $2.3 million compared to $3.5 million for the nine months ended September 30, 2019, reflecting a $42.5 million decrease in the average balance and a decrease in yield of 42 basis points.

 

 

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

 

 

Nine Months Ended September 30,

    

Three Months Ended March 31,

    
 

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

 $933,843  4.45% $872,259  4.69% $508  $1,132,194  4.43% $870,739  4.52% $2,705 

Investment securities

 210,571  2.53  116,180  3.33  1,088  276,229  2.27  149,954  2.85  501 

Mortgage-backed securities

 135,925  2.22  178,411  2.64  (1,272) 92,508  2.01  161,666  2.37  (495)

FHLB stock

 4,390  6.04  6,310  5.66  (69) 3,809  4.73  4,707  3.99  (2)

Interest-bearing deposits in banks

  20,637  0.55   13,468  1.88   (105)  44,576  0.12   21,248  1.28   (55)

Total interest-earning assets

 $1,305,366  3.85% $1,186,628  4.22% $150  $1,549,316  3.78% $1,208,314  3.97% $2,654 

 

Interest Expense. Total interest expense decreased $2.4$1.4 million, or 27.4%55.3%, to $6.4$1.2 million for the ninethree months ended September 30, 2020,March 31, 2021, compared to $8.9$2.6 million for the ninethree months ended September 30, 2019,March 31, 2020, due to a decrease in borrowing costs of $1.9 million, or 69.1%. Interestinterest expense on deposit costs decreased for the nine months ended September 30, 2020, by $549,000 due todeposits of $1.2 million resulting from a 2267 basis point decrease in the average cost.cost of interest-bearing deposits. The average balance of interest-bearing deposits increased $132.9$242.9 million, or 16.6%28.6%, to $932.0$1.09 billion for the three months ended March 31, 2021, from $849.2 million for the ninethree months ended September 30,March 31, 2020, from $799.1 million for the nine months ended September 30, 2019, as we continued to target growth ingrew deposits in new and existing market areas and stimulus deposits relatedareas. 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 ninethree months ended September 30, 2020,March 31, 2021, interest expense on cost of certificates of deposit increaseddecreased due to an increase in average balance of $63.6 million partially offset by a decrease in the average balance of $19.8 million and a decrease of 99 basis points in the average rate paid, of 54 basis points, compared to the ninethree months ended September 30, 2019.March 31, 2020. During the same period, the average balances of savings, transaction, and money market accounts increased $9.3$7.7 million, $11.7$46.4 million and $48.3$208.5 million, respectively. The average cost of all deposit products decreased to 0.80%0.27% for the ninethree months ended September 30, 2020,March 31, 2021, from 1.02%0.85% for the ninethree months ended September 30, 2019.March 31, 2020, due in large part to the expiration of promotional rates and a shift in balances to transaction accounts. Borrowing costs decreased as higher rate long termthe average cost of FHLB advances were prepaid duringdecreased 80 basis points from declining short-term borrowing rates and lower rates on a long-term advance restructure in addition to a decrease in the six months.average balance of $24.2 million compared to the same period in 2020.

 

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

 

 

Nine Months Ended September 30,

    

Three Months Ended March 31,

    
 

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

 $171,085  0.61% $161,764  0.89% $(300) $173,647  0.09% $165,911  0.82% $(300)

Transaction accounts

 127,333  0.03  115,681  0.11  (70) 161,398  0.02  114,970  0.07  (12)

Money market accounts

 305,373  0.49  257,045  0.49  173  461,080  0.25  252,537  0.56  (70)

Certificates of deposit

 328,197  1.48  264,573  2.02  (352) 295,989  0.81  315,778  1.80  (822)

Borrowings

  70,763  1.58   120,194  3.01   (1,877)
FHLB advances 55,437 1.38  79,659 2.18  (243)

Subordinated debt

  3,192  3.13        25 

Total interest-bearing liabilities

 $1,002,751  0.85% $919,257  1.28% $(2,426) $1,150,743  0.40% $928,855  1.11% $(1,422)

 

Provision for Loan Losses. The provision for loan losses was $4.1 million during$500,000 for the ninethree months ended September 30,March 31, 2021, primarily due to growth in the loan portfolio, and was $1.3 million for the three months ended March 31, 2020, primarily due to the uncertainty in economic conditions created by the ongoing COVID-19 pandemic and growth in the loan portfolio, and was $420,000 for the nine months ended September 30, 2019, primarily due to charge-off activity in our indirect auto loan portfolio.

42

 

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

 

  

Nine Months Ended September 30,

 
  

2020

  

2019

 
  

(Dollars in thousands)

 
Provision for loan losses $4,116  $420 

Net charge-offs

  (737)  (510)

Allowance for loan losses

  13,007   9,443 
Allowance for losses as a percentage of total gross loans receivable at the end of this period  1.2%  1.1%

Total nonaccrual loans

  3,098   1,322 
Allowance for loan losses as a percentage of nonaccrual loans at end of period  419.9%  714.3%
Nonaccrual and 90 days or more past due loans as a percentage of total loans  0.3%  0.2%

Total loans

 $1,072,856  $846,057 

  

Three Months Ended March 31,

 
  

2021

  

2020

 
  

(Dollars in thousands)

 
Provision for loan losses $500  $1,266 

Net charge-offs

  (82)  (64)

Allowance for loan losses

  14,265   10,830 
Allowance for losses as a percentage of total gross loans receivable at the end of this period  1.2%  1.2%

Total nonaccrual loans

  2,135   1,740 
Allowance for loan losses as a percentage of nonaccrual loans at end of period  668.1%  622.4%
Nonaccrual and 90 days or more past due loans as a percentage of total loans  0.2%  0.2%

Total loans

 $1,168,340  $905,675 

 

Noninterest Income. Noninterest income increased $6.6 million,$386,000, or 144.2%16.7%, to $11.2$2.7 million for the ninethree months ended September 30, 2020,March 31, 2021, from $4.6$2.3 million for the ninethree months ended September 30, 2019,March 31, 2020, mainly due to an increase in gain on sale of mortgage loans of $3.3 million. Gain$954,000. No investment gains were earned or securities were sold in the first quarter of 2021, compared to gain on sale of investments of $605,000 for the nine months ended September 30, 2020, totaled $2.2 million compared to $57,000 recognizedsame period in the first nine months of 2019. The cash surrender value of bank-owned life insurance increased $1.1 million in the first nine months of 2020 due to a BOLI restructure that resulted in recognition of market gains as well as additional investment in BOLI.2020.

 

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

 

Nine Months Ended September 30,

  

Increase (Decrease)

  

Three Months Ended March 31,

  

Increase (Decrease)

 
 

2020

  

2019

  

Amount

  

Percent

  

2021

  

2020

  

Amount

  

Percent

 
 

(Dollars in thousands)

  

(Dollars in thousands)

 

Loan and deposit service fees

 $2,514  $2,899  $(385) (13.3)% $837  $881  $(44) (5.0)%

Mortgage servicing fees, net of amortization

 (9) 143  (152) (106.3) 30  15  15  100.0 

Net gain on sale of loans

 4,109  830  3,279  395.1  1,337  383  954  249.1 

Net gain on sale of investment securities

 2,235  57  2,178  3,821.1    605  (605) (100.0)

Increase in cash surrender value of bank-owned life insurance

 1,577  435  1,142  262.5  244  328  (84) (25.6)

Other income

  782   225   557   247.6   256   106   150   141.5 

Total noninterest income

 $11,208  $4,589  $6,619   144.2% $2,704  $2,318  $386   16.7%

 

Noninterest Expense. Noninterest expense increased $5.2$2.7 million, or 21.4%28.9%, to $29.7$12.1 million for the ninethree months ended September 30, 2020,March 31, 2021, compared to $24.5$9.4 million for the ninethree months ended September 30, 2019,March 31, 2020, 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 increasedhigher due to an $1.6 milliona $511,000 increase in commissions paid on increased mortgage and commercial loan production as well as one-time pandemic related payments made to staff. We also incurred a one-time FHLB prepayment penalty of $210,000 as we retired long term debt to reduced interest expense.production.

 

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

 

 

Nine Months Ended September 30,

  

Increase (Decrease)

  

Three Months Ended March 31,

  

Increase (Decrease)

 
 

2020

  

2019

  

Amount

  

Percent

  

2021

  

2020

  

Amount

  

Percent

 
 

(Dollars in thousands)

  

(Dollars in thousands)

 

Compensation and benefits

 $17,397  $14,097  $3,300  23.4% $7,295  $5,361  $1,934  36.1%

Data processing

 2,099  1,978  121  6.1  739  690  49  7.1 

Occupancy and equipment

 4,063  3,409  654  19.2  1,623  1,351  272  20.1 

Supplies, postage, and telephone

 749  678  71  10.5  242  211  31  14.7 

Regulatory assessments and state taxes

 659  573  86  15.0  261  174  87  50.0 

Advertising

 934  569  365  64.1  445  272  173  63.6 

Professional fees

 1,115  907  208  22.9  522  400  122  30.5 

FDIC insurance premium

 156  82  74  90.2  148    148  100.0 

FHLB prepayment penalty

 210  344  (134) (39.0)   210  (210) (100.0)

Other expense

  2,363   1,859   504   27.1   819   713   106   14.9 

Total

 $29,745  $24,496  $5,249   21.4% $12,094  $9,382  $2,712   28.9%

 

Provision for Income Tax. An income tax expense of $2.1 million$473,000 was recorded for the ninethree months ended September 30, 2020,March 31, 2021, compared to $1.6 million$204,000 for the ninethree months ended September 30, 2019,March 31, 2020, due to an increase in income before taxes of $250,000 and recognition of a tax penalty for early surrender of a BOLI investment.$2.5 million. For additional information, see Note 5 of the Notes to Consolidated Financial Statements contained in Item 1 of this Form 10-Q.

 

 

 

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 resultantnet spread at September 30, 2020as of March 31, 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 September 30,

  

Nine Months Ended September 30,

      

Three Months Ended March 31,

 
 At September 30, 2020  

2020

  

2019

  

2020

  

2019

  

At March 31, 2021

  

2021

  

2020

 
   

Average

 

Interest

   

Average

 

Interest

   

Average

 

Interest

   

Average

 

Interest

      

Average

 

Interest

   

Average

 

Interest

   
 

Yield/

 

Balance

 

Earned/

 

Yield/

 

Balance

 

Earned/

 

Yield/

 

Balance

 

Earned/

 

Yield/

 

Balance

 

Earned/

 

Yield/

  

Yield/

 

Balance

 

Earned/

 

Yield/

 

Balance

 

Earned/

 

Yield/

 
 

Rate

  

Outstanding

  

Paid

  

Rate

  

Outstanding

  

Paid

  

Rate

  

Outstanding

  

Paid

  

Rate

  

Outstanding

  

Paid

  

Rate

  

Rate

  

Outstanding

  

Paid

  

Rate

  

Outstanding

  

Paid

  

Rate

 
 (Dollars in thousands) (Dollars in thousands)  

(Dollars in thousands)

 
Interest-earning assets:                                         

Loans receivable, net (1)

 4.28% $998,586  $11,097  4.45% $862,587  $10,096  4.68% $933,843  $31,169  4.45% $872,259  $30,661  4.69% 4.52% $1,132,194  $12,541  4.43% $870,739  $9,836  4.52%

Investment securities

 2.61  267,911  1,603  2.39  111,695  921  3.30  210,571  3,988  2.53  116,180  2,900  3.33  2.55  276,229  1,570  2.27  149,954  1,069  2.85 

Mortgage-backed securities

 2.07  110,863  565  2.04  172,639  1,087  2.52  135,925  2,264  2.22  178,411  3,536  2.64  2.19  92,508  464  2.01  161,666  959  2.37 

FHLB dividends

 4.85  4,028  97  9.63  5,019  92  7.33  4,390  199  6.04  6,310  268  5.66  4.25  3,809  45  4.73  4,707  47  3.99 

Interest-bearing deposits in banks

 0.10   19,702   9  0.18   15,413   65  1.69   20,637   85  0.55   13,468   190  1.88  0.08   44,576   13   0.12   21,248   68   1.28 

Total interest-earning assets (2)

 3.72  1,401,090  13,371  3.82  1,167,353  12,261  4.20  1,305,366  37,705  3.85  1,186,628  37,555  4.22   3.79   1,549,316   14,633   3.78   1,208,314   11,979   3.97 
                            

Interest-bearing liabilities:

                                                     

Savings accounts

 0.17  $174,475  $176  0.40  $168,495  $397  0.94  $171,085  $785  0.61  $161,764  $1,085  0.89  0.27  $173,647  $40  0.09  $165,911  $340  0.82 

Transaction accounts

 0.01  143,890  5  0.01  116,328  26  0.09  127,333  28  0.03  115,681  98  0.11    161,398  7  0.02  114,970  19  0.07 

Money market accounts

 0.31  371,335  362  0.39  245,640  312  0.51  305,373  1,118  0.49  257,045  945  0.49  0.23  461,080  286  0.25  252,537  356  0.56 

Certificates of deposit

 1.00   319,341   862  1.08   276,247   1,406  2.04   328,197   3,653  1.48   264,573   4,005  2.02  0.80   295,989   601   0.81   315,778   1,423   1.80 

Total deposits

 0.36  1,009,041  1,405  0.56  806,710  2,141  1.06  931,988  5,584  0.80  799,063  6,133  1.02  0.28  1,092,114  934  0.34  849,196  2,138  1.01 
Borrowings 0.75 61,244 205 1.34 87,492 691 3.16 70,763 840 1.58 120,194 2,717 3.01 

FHLB borrowings

 1.46  55,437  191  1.38  79,659  434  2.18 

Subordinated debt

 3.74   3,192   25   3.13          

Total interest-bearing liabilities

 0.39  1,070,285  1,610  0.60  894,202  2,832  1.27  1,002,751  6,424  0.85  919,257  8,850  1.28   0.41   1,150,743   1,150   0.40   928,855   2,572   1.11 
                            

Net interest income

      $11,761       $9,429       $31,281       $28,705          $13,483       $9,407    

Net interest rate spread

 3.33       3.22       2.93       3.00       2.94  3.38       3.38       2.86 

Net earning assets

    $330,805       $273,151       $302,615       $267,371          $398,573       $279,459      

Net interest margin (3)

        3.36       3.23       3.20       3.23         3.48       3.11 

Average interest-earning assets to average interest-bearing liabilities

    130.9%      130.5%      130.2%      129.1%         134.6%      130.1%     

 

(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.

 

 

 

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

    

Nine Months Ended

     

Three Months Ended

   
 

September 30, 2020 vs. 2019

    

September 30, 2020 vs. 2019

     

March 31, 2021 vs. 2020

    
 

Increase (Decrease) Due to

    

Increase (Decrease) Due to

     

Increase (Decrease) Due to

    
 

Volume

  

Rate

  

Total Increase (Decrease)

  

Volume

  

Rate

  

Total Increase (Decrease)

  

Volume

  

Rate

  

Total Increase (Decrease)

 
 

(In thousands)

 

(In thousands)

  

(In thousands)

 

Interest earning assets:

                  

Loans receivable, net

 $1,583  $(582) $1,001  $2,177  $(1,669) $508  $2,957  $(252) $2,705 

Investments

 899  (739) 160  1,514  (1,698) (184) 490  (484) 6 

FHLB stock

 (18) 23  5  (82) 13  (69) (9) 7  (2)

Other(1)

  18   (74)  (56)  101   (206)  (105)  75   (130)  (55)

Total interest-earning assets

 $2,482  $(1,372) $1,110  $3,710  $(3,560) $150  $3,513  $(859) $2,654 
  

Interest-bearing liabilities:

                  

Savings accounts

 $14  $(235) $(221) $63  $(363) $(300) $16  $(316) $(300)

Interest-bearing transaction accounts

 6  (27) (21) 10  (80) (70) 8  (20) (12)

Money market accounts

 160  (110) 50  178  (5) 173  294  (364) (70)

Certificates of deposit

 219  (763) (544) 963  (1,315) (352) (89) (733) (822)

Borrowings

  (207)  (279)  (486)  (1,117)  (760)  (1,877)

FHLB advances

 (132) (111) (243)

Subordinated debt

  25      25 

Total interest-bearing liabilities

 $192  $(1,414) $(1,222) $97  $(2,523) $(2,426) $122  $(1,544) $(1,422)
  

Net change in interest income

 $2,290  $42  $2,332  $3,613  $(1,037) $2,576  $3,391  $685  $4,076 

 

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

 

 

Off-Balance Sheet Activities

 

In the normal course of operations, First FederalFed 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 ninethree months ended September 30, 2020March 31, 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.

 

 

Contractual Obligations

 

At September 30, 2020,March 31, 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 $190,613 $87,940 $14,987 $ $293,540  $184,108 $89,238 $13,880 $ $287,226 
FHLB advances 59,150 25,000 25,000  109,150   25,000 25,000  50,000 
Subordinated debt obligation    39,310 39,310 
Operating leases 461 766 782 2,241 4,250  479 880 922 3,349 5,630 

Borrower taxes and insurance

 1,986        1,986  2,000        2,000 
Deferred compensation 389 230 64 356 1,039   355  213  73  430  1,071 
Total contractual obligations $252,599 $113,936 $40,833 $2,597 $409,965  $186,942 $115,331 $39,875 $43,089 $385,237 

 

Commitments and Off-Balance Sheet Arrangements

 

The following table summarizes our commitments and contingent liabilities with off-balance sheet risks as of September 30, 2020:March 31, 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

 $2,918  $  $  $  $2,918  $224  $  $  $  $224 
Variable-rate 7,600    7,600  345    345 

Unfunded commitments under lines of credit or existing loans

 38,366  37,919    72,484  148,769  57,171  48,247  2,319  114,667  222,404 

Standby letters of credit

  182            182   182            182 

Total commitments

 $49,066  $37,919  $  $72,484  $159,469  $57,922  $48,247  $2,319  $114,667  $223,155 
 

 

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 September 30, 2020,March 31, 2021, cash and cash equivalents totaled $52.1$99.3 million, and unpledged securities classified as available-for-sale with a market value of $281.9$284.0 million provided additional sources of liquidity. We pledged collateral to support borrowings from the FHLB of $267.4$433.0 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 $29.4$24.4 million were pledged as of September 30, 2020.March 31, 2021.

 

At September 30, 2020,March 31, 2021, we had $10.5 million$569,000 in loan commitments outstanding, $149.0$222.6 million in undisbursed loans and standby letters of credit, including $97.8$162.6 million in undisbursed construction loan commitments.

 

 

Certificates of deposit due within one year as of September 30, 2020March 31, 2021 totaled $190.6$184.1 million, or 64.9%64.1% of certificates of deposit with a weighted-average rate of 0.73%0.81%. 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 September 30, 2020,March 31, 2021, the Company, (onon an unconsolidated basis)basis, had liquid assets of $9.6$26.5 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.

 

Capital Resources

 

At September 30, 2020,March 31, 2021, shareholders' equity totaled $180.7$182.1 million, or 11.5%10.5% of total assets. Our book value per share of common stock was $17.65$17.86 at September 30, 2020,March 31, 2021, compared to $16.48$18.20 at December 31, 2019.2020.

 

At September 30, 2020,March 31, 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 FederalFed at September 30, 2020.March 31, 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)

 $156,405  10.5% $59,428  4.0% $74,285  5.0% $182,690  11.2% $65,371  4.0% $81,714  5.0%

Common equity tier I (to risk-weighted assets)

 156,405  14.7  47,826  4.5  69,083  6.5  182,690  15.1  54,340  4.5  78,491  6.5 

Tier I risk-based capital (to risk-weighted assets)

 156,405  14.7  63,769  6.0  85,025  8.0  182,690  15.1  72,453  6.0  96,604  8.0 

Total risk-based capital (to risk-weighted assets)

 169,690  16.0  85,025  8.0  106,281  10.0  197,281  16.3  96,604  8.0  120,755  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.

 

 

 

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 September 30, 2020,March 31, 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 September 30, 2020,March 31, 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.

 

 

 

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 customersthe 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.

 

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 impactimpacting our earnings. We believe our strong capital position will be important in managing through the unknown impacteffects 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 September 30, 2020:March 31, 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

 
                 

July 1, 2020 - July 31, 2020

  74,005  $11.90   64,237   77,556 

August 1, 2020 - August 31, 2020

  41,717   11.38   41,717   35,839 

September 1, 2020 - September 30, 2020

  39,759   11.80   35,839    

Total

  155,481  $11.72   141,793     
                 

(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 9,768 shares, 0 shares, and 320 shares, respectively, for the periods indicated. The Company also repurchased 0, 0, and 3,600 of unvested restricted stock awards, respectively, upon a participant's separation from service.

 

(2) 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 September 30, 2020, a total of 535,097 shares, or 100.0% percent of the shares authorized in the December 2019 stock repurchase plan, have been purchased at an average cost of $12.58 per share, leaving 0 shares available for future purchases.

 
                 

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

 
                 

January 1, 2021 - January 31, 2021

  76,765  $16.03   76,615   931,252 

February 1, 2021 - March 1, 2021

  53,612   15.65   53,612   877,640 

March 2, 2021 - April 1, 2021

  6,060   16.40   5,610   872,030 

Total

  136,437  $15.89   135,837     
                 

(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 150 shares, 0 shares, and 450 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 March 31, 2021, a total of 151,390 shares, or 14.8% percent of the shares authorized in the October 2020 stock repurchase plan, have been purchased at an average cost of $15.93 per share, leaving 872,030 shares available for future purchases.

 

 

 

 

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 PresidentCARES 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 replenishand replenished funding to the Paycheck Protection ProgramSBA PPP and to provideprovided 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 fundsFlexibility 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 legislativeConsolidated 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 predictprovides for a $1.9 billion stimulus package that, among other financial aid measures, includes 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.

 

 

Item 6. Exhibits

 

Exhibit

No.

Exhibit Description

Filed

Herewith

Form

Original Exhibit No.

Filing Date

SEC File No.

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 September 30, 2020, 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 Cash Flows; and (5) Selected Notes to Consolidated Financial Statements

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Exhibit

No.

Exhibit Description

Filed

Herewith

Form

Original Exhibit No.

Filing Date

4.1Indenture dated March 25, 2021, by and between First Northwest Bancorp and UMB Bank, National Association, as Trustee 8-K4.13/25/2021
4.2Form of 3.75% Fixed-to-Floating Rate Subordinated Note due 2031 (included in Exhibit 4.1) 8-K4.23/25/2021
10.1Form of Subordinated Note Purchase Agreement dated March 25, 2021, by and between First Northwest Bancorp and the several Purchasers 8-K10.13/25/2021
10.2Form of Registration Rights Agreement dated March 25, 2021, by and between First Northwest Bancorp and the several Purchasers 8-K10.23/25/2021
10.3*First Federal Fiscal 2021 Officer Cash Incentive PlanX   

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 March 31, 2021, formatted in Inline Extensible Business Reporting Language (iXBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated Statements of Comprehensive Loss; (4) Consolidated Statements of Changes in Shareholders' Equity; (5) Consolidated Statements of Cash Flows; and (6) Selected Notes to Consolidated Financial Statements

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Denotes a management contract or compensatory plan or arrangement.

 

 

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: November 6, 2020May 14, 2021

/s/ Matthew P. Deines

 

 

 

Matthew P. Deines

 

President, Chief Executive Officer and Director

 

(Principal Executive Officer)

 

 

 

 

Date: November 6, 2020May 14, 2021

/s/ Geraldine L. Bullard

 

 

 

Geraldine L. Bullard

 

Executive Vice President and Chief Financial Officer

 

(Principal Financial and Accounting Officer)

 

 

 

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