First Financial Northwest, Inc. - Annual Report: 2007 (Form 10-K)
UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
10-K
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the Fiscal Year Ended December 31, 2007
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OR
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Commission
File Number:
000-33652
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FIRST
FINANCIAL NORTHWEST, INC.
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(Exact
name of registrant as specified in its charter)
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Washington
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26-0610707
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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201 Wells Avenue South, Renton, Washington
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98057
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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(425)
255-4400
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Securities
registered pursuant to Section 12(b) of the Act:
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Common
Stock, $.01 par value per share
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The
Nasdaq Stock Market LLC
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(Title
of Each Class)
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(Name
of Each Exchange on Which Registered)
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Securities
registered pursuant to Section 12(g) of the Act:
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None
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Indicate by check mark if the Registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. YES
NO X
Indicate by check mark if the
Registrant is not required to file reports pursuant to Section 13 of Section
15(d) of the Act. YES
NO X
Indicate by check mark whether the
Registrant: (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES X NO
___
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
__
Indicate by check mark whether the
Registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See definitions of Alarge
accelerated filer,@ Aaccelerated
filer@
and smaller reporting company in Rule 12b-2 of the Exchange Act (Check
one):
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Large
accelerated filer
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Accelerated
filer _____
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Non-accelerated
filer
X
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Smaller
reporting company ____
|
Indicate by check mark whether the
Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
YES
NO X
The aggregate market value of the
Common Stock outstanding held by nonaffiliates of the Registrant based on the
closing sales price of the Registrant=s Common
Stock as quoted on The Nasdaq Stock Market LLC on December 31, 2007* was
$220,924,531 (22,451,680 shares at $9.84 per share). For purposes of
this calculation, common stock held only by executive officers and directors of
the Registrant is considered to be held by affiliates. As of March
26, 2008, the registrant had outstanding 22,852,800 shares of common
stock.
________
* The
Registrant was not a public company the last business day of the second quarter
of its fiscal year and therefore has used December 31, 2007.
DOCUMENTS
INCORPORATED BY REFERENCE
1. Portions
of Registrant's Definitive Proxy Statement for the 2008 Annual Meeting of
Shareholders (Part III).
FIRST
FINANCIAL NORTHWEST, INC.
2007
ANNUAL REPORT ON FORM 10-K
TABLE
OF CONTENTS
Page
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PART I.
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Item
1. Business
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General
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1
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Recent
Developments
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2
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Market
Area
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2
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Lending
Activities
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3
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Asset
Quality
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13
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Investment
Activities
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21
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Deposit
Activities and Other Sources of Funds
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24
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Subsidiaries
and Other Activities
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27
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Competition
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28
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Natural
Disasters
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28
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Employees
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29
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How
We Are Regulated
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29
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Taxation
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36
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Executive
Officers of the Company
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37
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Item 1A. Risk
Factors
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37
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Item 1B. Unresolved Staff
Comments
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45
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Item
2. Properties
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45
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Item
3. Legal Proceedings
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46
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Item
4. Submission of Matters to a Vote of Security
Holders
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46
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PART
II.
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Item
5. Market for Registrant=s
Common Equity, Related Stockholder
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46
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Matters
and Issuer Purchases of Equity Securities
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48
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Item
6. Selected Financial Data
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Item
7. Management=s
Discussion and Analysis of Financial Condition and Results
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of
Operations
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50
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Overview
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50
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Business
Strategy
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52
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Critical
Accounting Policies
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53
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Comparison
of Financial Condition at December 31, 2007 and 2006
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53
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Comparison
of Operating Results for the Years Ended December 31, 2007 and
2006
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55
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Comparison
of Financial Condition at December 31, 2006 and 2005
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59
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Comparison
of Operating Results for the Years Ended December 31, 2006 and
2005
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60
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Impact
of Benefit Plans
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64
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Average
Balances, Interest and Average Yields/Costs
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64
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Yields
Earned and Rates Paid
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66
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Rate/Volume
Analysis
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67
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Asset
and Liability Management and Market Risk
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68
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Liquidity
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70
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Capital
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71
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Commitments
and Off-Balance Sheet Arrangements
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72
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Impact
of Inflation
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73
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Recent
Accounting Pronouncements
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73
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(Table
of Contents continued on following
page)
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Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
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74
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Item
8. Financial Statements and Supplementary
Data
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74
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Item
9. Changes in and Disagreements with Accountants on
Accounting and
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Financial
Disclosure
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109
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Item
9A. Controls and Procedures
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109
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Item
9B. Other Information
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110
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PART
III.
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Item
10. Directors, Executive Officers and Corporate
Governance
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110
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Item
11. Executive Compensation
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111
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Item
12. Security Ownership of Certain Beneficial Owners and
Management
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and Related
Stockholder Matters
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111
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Item
13. Certain Relationships and Related Transactions, and
Director Independence
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111
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Item
14. Principal Accounting Fees and Services
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111
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PART
IV.
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Item
15. Exhibits and Financial Statement Schedules
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112
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Signatures
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113
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Certifications
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Forward-Looking
Statements
ASafe
Harbor@
statement under the Private Securities Litigation Reform Act of
1995: This Form 10-K contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements may be identified by the use
of words such as "believe," "expect," "anticipate," "should," "planned,"
"estimated," and "potential." These forward-looking statements relate
to, among other things, expectations of the business environment in which the
Company operates, projections of future performance, perceived opportunities in
the market, potential future credit experience, and statements regarding the
Company=s
strategies. These forward-looking statements are based upon current
management expectations and may, therefore, involve risks and
uncertainties. The Company=s actual
results, performance, or achievements may differ materially from those
suggested, expressed, or implied by forward-looking statements as a result of a
wide variety or range of factors including, but not limited to: interest rate
fluctuations; economic conditions in the Company=s primary
market area; deposit flows; demand for residential, construction/land
development, commercial real estate, consumer, and other types of loans; our
ability to manage our growth, levels of our non-performing assets and other
loans of concern; real estate values; success of new products; competitive
conditions between banks and non-bank financial service providers; regulatory
and accounting changes; success of new technology; technological factors
affecting operations; costs of technology; pricing of products and services; and
other risks detailed from time to time in our filings with the Securities and
Exchange Commission. Accordingly, these factors should be considered
in evaluating forward-looking statements, and undue reliance should not be
placed on such statements. The Company undertakes no responsibility
to update or revise any forward-looking statements. These risks could
cause our actual results beyond 2007 to differ materially from those expressed
in any financial statements made by or on behalf of the Company.
As used throughout this report, the
terms Awe@, Aour@, Aus@ or the
ACompany@ refer to
First Financial Northwest, Inc. and its consolidated subsidiaries.
(ii)
PART
I
Item
1. Business
General
First Financial Northwest, Inc.
("First Financial Northwest" or ACompany@), a
Washington corporation, was formed on June 1, 2007 for the purpose of becoming
the holding company for First Savings Bank Northwest ("First Savings Bank") in
connection with the conversion from a mutual holding company structure to a
stock holding company structure. The mutual to stock conversion was
completed on October 9, 2007 through the sale and issuance of 22,852,800
shares of common stock by First Financial Northwest including 1,692,800 shares
contributed to our charitable foundation the First Financial Northwest
Foundation, Inc. that was established in connection with the mutual to stock
conversion. At December 31, 2007, we had total assets of $1.1
billion, total deposits of $729.5 million and total shareholders' equity of
$309.3 million. First Financial Northwest=s business
activities generally are limited to passive investment activities and oversight
of its investment in First Savings Bank. Accordingly, the information
set forth in this report, including consolidated financial statements and
related data, relates primarily to First Savings Bank.
First Savings Bank was organized in
1923 as a Washington state chartered savings and loan association, converted to
a federal mutual savings and loan association in 1935, and converted to a
Washington state chartered mutual savings bank in 1992. In 2002,
First Savings Bank reorganized into a two-tier mutual holding company structure,
became a stock savings bank and became the wholly-owned subsidiary of First
Financial of Renton. In connection with the conversion, First Savings
Bank changed its name to AFirst
Savings Bank Northwest.@
First Savings Bank is examined and
regulated by the Washington Department of Financial Institutions, its primary
regulator, and by the Federal Deposit Insurance Corporation. First
Savings Bank is required to have certain reserves set by the Board of Governors
of the Federal Reserve System and is a member of the Federal Home Loan Bank of
Seattle, which is one of the 12 regional banks in the Federal Home Loan Bank
System.
First Savings Bank is a
community-based savings bank primarily serving King and to a lesser extent,
Pierce and Snohomish counties, Washington through our full-service banking
office and automated teller machine. We are in the business of
attracting deposits from the public and utilizing those deposits to originate
loans. Our recent business strategy has included an increased
emphasis on the expansion of construction/land development and commercial real
estate lending. Consistent with this strategy, on December 30, 2005
we completed our acquisition of Executive House, Inc., a mortgage banking
company, in a cash acquisition for approximately $15.0 million. Prior
to the acquisition, in the normal course of business, we purchased loans from
Executive House for which Executive House maintained the servicing
rights.
During 2006 and 2007, we continued to
operate Executive House as a separate subsidiary, primarily originating loans on
behalf of First Savings Bank. Effective January 1, 2008, the lending operations
of Executive House were assumed by First Savings Bank, creating a commercial
lending division within First Savings Bank while retaining Executive House's
commercial real estate/construction lending emphasis.
A large percentage of our loans
consist of construction/land development loans and to a lesser extent,
commercial and multi-family loans which were originated by our subsidiary,
Executive House either prior to or subsequent to our acquisition. At
the time of the acquisition, Executive House had total assets of $71.9 million,
net outstanding loans of $70.3 million and was servicing $297.0 million of
loans, including $234.2 million owned by First Savings Bank.
At December 31, 2007, $288.4 million
or 28.82% of our total loan portfolio consisted of construction/land development
loans and $204.8 million or 20.46% of our total loan portfolio consisted of
commercial real estate loans, including commercial real estate construction
loans of $15.5 million. At that date, $76.0 million or 7.60% of our total loan
portfolio consisted of multi-family residential real estate
loans. There were no multi-family construction loans at December 31,
2007. Through Executive House we have established core lending
relationships with real estate builders representing $190.8 million, or 66.16%
of our total construction/land development loan portfolio at December 31, 2007.
1
Of this
amount, $103.1 million or 35.75% in total, or $81.0 million or 41.24%, net of
loans in process, are construction/land development loans with three
builders. See Item 1A., ARisk Factors
B Our
business is subject to variouslending risks which could adversely impact our
results of operations and financial condition.@ Because the
acquisition was consummated on December 30, 2005, the assets and liabilities of
Executive House were included in our consolidated balance sheets at December 31,
2005. However, the results of operations of Executive House have not
been included in our consolidated financial statements for the periods before
the completion of the acquisition.
We also originate mortgage loans
secured by one- to four-family residential real estate and consumer
loans. At December 31, 2007, $424.9 million or 42.45% of our total
loan portfolio was comprised of one- to four-family loans and $6.7 million or
0.67% of our total loan portfolio were consumer loans.
The principal executive offices of
First Savings Bank are located at 201 Wells Avenue South, Renton, Washington,
98057 and its telephone number is (425) 255-4400.
Recent
Developments
New Chief Financial
Officer. Effective February 19, 2008, the Company hired Kari
A. Stenslie as its Chief Financial Officer. Ms. Stenslie is a
certified public accountant having nearly 20 years of financial institution
experience.
Executive Vice President of
Commercial and Construction Lending. Effective January 1,
2008, David G. Kroeger was promoted from Executive Vice President of Executive
House to Executive Vice President of Commercial and Construction Lending of
First Savings Bank as part of the assumption of Executive House=s operations
by First Savings Bank.
Chief Operating
Officer. Effective January 1, 2008, Roger Elmore was promoted
from Senior Operations Officer to Senior Vice President and Chief Operating
Officer of First Savings Bank. Mr. Elmore has been with First Savings
Bank since 2004.
Internet
Website. We maintain a website with the address www.fsbnw.com. The
information contained on
our
website is not included as a part of, or incorporated by reference into, this
Annual Report on Form 10-K. Other than an investor's own Internet access
charges, we make available free of charge through our website our, annual report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to these reports on our investor information page. These
reports are posted as soon as reasonably practicable after they are
electronically filed with the Securities and Exchange Commission
("SEC"). All SEC filings of the Company are also available free of
charge at the SEC's website at www.sec.gov.
Market
Area
We consider our primary market area
to be the Puget Sound Region, which consists primarily of King, Snohomish and
Pierce counties. The economy of the King, Snohomish and Pierce counties has
performed well over the last few years, spurred on by strong growth despite the
downsizing of one of its major employers, the Boeing Company during the past
decade. A reduction in growth in any of these markets can adversely
affect the level of our construction and commercial real estate
lending. Recently, slower housing market conditions have resulted in
an increase of delinquencies in our market area. For more information regarding
loan delinquencies and impaired loans see "Asset Quality."
King County has the largest
population of any county in the State of Washington, covers approximately 2,134
square miles, and is located on the Puget Sound. It has a population
of approximately 1.8 million residents according to the U.S. Census Bureau 2006
estimates, and a median household income of approximately $75,600 according to
2007 HUD estimates. King County has a diversified economic base with
many industries including shipping and transportation, aerospace (Boeing) and
computer technology and biotech industries. According to the Washington State
Employment Security Department, the unemployment rate for King County decreased
to 3.6% at December 31, 2007 from 4.1% at December 31,
2006. Residential housing values depreciated in the King County
market by 1.1% in the year ended 2007, with a median home price of $435,000
according to the Northwest Multiple Listing Service.
2
Pierce County has the second largest
population of any county in the State of Washington, covers approximately 1,790
square miles and is located along western Puget Sound. It has
approximately 767,000 residents according to the U.S. Census Bureau 2006
estimates, and a median household income of approximately $61,500 according to
2007 U.S. Department of Housing and Urban Development estimates. The
Pierce County economy is diversified with the presence of military related
government employment (Fort Lewis Army Base and McChord Air Force Base),
transportation and shipping employment (Port of Tacoma), and aerospace related
employment (Boeing). According to the Washington State Employment
Security Department the unemployment rate for Pierce County remained unchanged
at 4.9% at December 2007 from 4.9% December 2006. Residential housing
values appreciated in the Pierce County market by 0.7% in the year ended 2007
with a median home price of $277,000 according to the Northwest Multiple Listing
Service.
Snohomish County has the third
largest population of any county in the State of Washington, covers
approximately 2,090 square miles and is located on Puget Sound touching the
northern boarder of King County. It has approximately 670,000
residents according to the U.S. Census Bureau 2006 estimates, and a median
household income of approximately $75,600 according to 2007 U.S. Department of
Housing and Urban Development estimates. The economy of Snohomish
County is diversified with the presence of military related government
employment (Everett Homeport Naval Base), aerospace related employment (Boeing)
and retail trade. The unemployment rate for Snohomish County decreased to 4.2%
at December 2007 from 4.4% at December 2006. Residential housing values
depreciated in the Snohomish County market by 0.4% in the year ended 2007 with a
median home price of $359,000 according to the Northwest Multiple Listing
Service.
For a discussion regarding the
competition in our primary market area, see A--
Competition.@
Lending
Activities
General. We focus
our lending activities primarily on the origination of loans secured by first
mortgages on owner-occupied one- to four-family residences, commercial real
estate, multi-family real estate, and real-estate construction/land development
loans. We offer a limited variety of consumer secured loans,
including savings account loans and home equity loans, which includes lines of
credit and second mortgage loans. As of December 31, 2007, the
net loan portfolio totaled $880.7 million and represented 77.19% of our total
assets.
Our loan policy limits the maximum
amount of loans we can make to one borrower to 20% of First Savings Bank=s risk-based
capital. As of December 31, 2007, the maximum amount which we could
lend to any one borrower was $38.6 million based on our
policy. Exceptions may be made to this policy with the prior approval
of the board of directors if the borrower exhibits financial strength or
compensating factors to sufficiently offset any weaknesses based on the
loan-to-value ratio, borrower=s financial
condition, net worth, credit history, earnings capacity, installment
obligations, and current payment habits. The five largest borrowing
relationships as of December 31, 2007 in descending order are:
Aggregate
Amount
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Number
of
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||
Borrower
|
of
Loans (1)
|
Collateral
|
Loans
|
Real
estate builder
|
$40.5
million
|
residential
properties
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138
|
Real
estate builder
|
$40.0
million
|
residential
properties
|
96
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Real
estate builder
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$28.0
million (2)
|
residential
properties
|
89
|
Real
estate builder
|
$27.5
million
|
residential
properties
|
97
|
Real
estate builder
|
$19.7
million
|
residential
properties
|
128
|
_______
(1)
|
Net
of loans in process at December 31,
2007.
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(2)
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Of
this amount, $23.5 million is considered impaired
loans.
|
All of the loans to these five
builders have personal guarantees in place as an additional source of repayment
including those made to partnerships and corporations. All of the
properties securing these loans were in our geographic market
area. Management plans to continue to originate real estate and
consumer loans primarily within the market area we serve.
3
Loan Portfolio Analysis. The
following table sets forth the composition of First Savings Bank=s loan
portfolio by type of loan at the dates indicated.
At
December 31,
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2007
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2006
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2005
|
2004
|
2003
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||||||||||||||||||||||||||||||||||||
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||||||||||||||||||
Real
Estate:
|
||||||||||||||||||||||||||||||||||||||||
One-
to four-family residential
|
$ | 424,863 | 42.45 | % | $ | 373,192 | 48.86 | % | $ | 266,081 | 43.18 | % | $ | 231,553 | 56.87 | % | $ | 216,259 | 60.81 | % | ||||||||||||||||||||
Multi-family
residential
|
76,039 | 7.60 | 79,701 | 10.44 | 68,267 | 11.08 | 61,913 | 15.20 | 55,472 | 15.60 | ||||||||||||||||||||||||||||||
Commercial
|
204,798 | 20.46 | 153,924 | 20.15 | 109,300 | 17.73 | 86,558 | 21.26 | 68,300 | 19.20 | ||||||||||||||||||||||||||||||
Construction/land
development
|
288,378 | 28.82 | 153,401 | 20.08 | 171,246 | 27.79 | 25,265 | 6.20 | 13,880 | 3.90 | ||||||||||||||||||||||||||||||
Total
real estate
|
994,078 | 99.33 | 760,218 | 99.53 | 614,894 | 99.78 | 405,289 | 99.53 | 353,911 | 99.51 | ||||||||||||||||||||||||||||||
Consumer:
|
||||||||||||||||||||||||||||||||||||||||
Home
equity
|
6,368 | 0.64 | 3,038 | 0.40 | 915 | 0.15 | 932 | 0.23 | 1,074 | 0.30 | ||||||||||||||||||||||||||||||
Savings
account
|
127 | 0.01 | 296 | 0.04 | 209 | 0.03 | 553 | 0.14 | 326 | 0.09 | ||||||||||||||||||||||||||||||
Other
|
177 | 0.02 | 203 | 0.03 | 217 | 0.04 | 419 | 0.10 | 353 | 0.10 | ||||||||||||||||||||||||||||||
Total
consumer
|
6,672 | 0.67 | 3,537 | 0.47 | 1,341 | 0.22 | 1,904 | 0.47 | 1,753 | 0.49 | ||||||||||||||||||||||||||||||
Total
loans
|
1,000,750 | 100.00 | % | 763,755 | 100.00 | % | 616,235 | 100.00 | % | 407,193 | 100.00 | % | 355,664 | 100.00 | % | |||||||||||||||||||||||||
Less:
|
||||||||||||||||||||||||||||||||||||||||
Loans
in process
|
108,939 | 58,731 | 71,532 | 19,762 | 8,362 | |||||||||||||||||||||||||||||||||||
Deferred
loan fees
|
3,176 | 2,725 | 2,357 | 2,308 | 2,362 | |||||||||||||||||||||||||||||||||||
Allowance
for loan losses
|
7,971 | 1,971 | 1,651 | 995 | 995 | |||||||||||||||||||||||||||||||||||
Loans
receivable, net
|
$ | 880,664 | $ | 700,328 | $ | 540,695 | $ | 384,128 | $ | 343,945 |
4
The following table shows the
composition of First Savings Bank=s loan
portfolio by fixed- and adjustable-rate loans at the dates
indicated.
At
December 31,
|
||||||||||||||||||||||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||||||||||||||||||||||
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||||||||||||||
FIXED-RATE
LOANS
|
(Dollars
in Thousands)
|
|||||||||||||||||||||||||||||||||||||||
Real
estate:
|
||||||||||||||||||||||||||||||||||||||||
One-
to four-family residential
|
$ | 417,820 | 41.75 | % | $ | 365,868 | 47.90 | % | $ | 264,790 | 42.97 | % | $ | 230,222 | 56.54 | % | $ | 214,710 | 60.37 | % | ||||||||||||||||||||
Multi-family
residential
|
75,748 | 7.57 | 78,331 | 10.26 | 63,093 | 10.24 | 61,401 | 15.08 | 54,466 | 15.31 | ||||||||||||||||||||||||||||||
Commercial
|
183,922 | 18.38 | 151,557 | 19.84 | 100,730 | 16.34 | 83,857 | 20.59 | 64,816 | 18.23 | ||||||||||||||||||||||||||||||
Construction/
land development
|
3,928 | 0.39 | 11,892 | 1.56 | 125,287 | 20.33 | 15,072 | 3.70 | 6,577 | 1.85 | ||||||||||||||||||||||||||||||
Total
real estate
|
681,418 | 68.09 | 607,648 | 79.56 | 553,900 | 89.88 | 390,552 | 95.91 | 340,569 | 95.76 | ||||||||||||||||||||||||||||||
Consumer:
|
||||||||||||||||||||||||||||||||||||||||
Home
equity
|
2,217 | 0.22 | 2,151 | 0.28 | 915 | 0.15 | 932 | 0.23 | 1,074 | 0.30 | ||||||||||||||||||||||||||||||
Savings
account
|
-- | -- | -- | -- | 209 | 0.03 | 553 | 0.14 | 326 | 0.09 | ||||||||||||||||||||||||||||||
Other
|
177 | 0.02 | 203 | 0.03 | 217 | 0.04 | 419 | 0.10 | 353 | 0.10 | ||||||||||||||||||||||||||||||
Total
consumer
|
2,394 | 0.24 | 2,354 | 0.31 | 1,341 | 0.22 | 1,904 | 0.47 | 1,753 | 0.49 | ||||||||||||||||||||||||||||||
Total
fixed-rate loans
|
683,812 | 68.33 | 610,002 | 79.87 | 555,241 | 90.10 | 392,456 | 96.38 | 342,322 | 96.25 | ||||||||||||||||||||||||||||||
ADJUSTABLE-RATE
LOANS
|
||||||||||||||||||||||||||||||||||||||||
Real
estate:
|
||||||||||||||||||||||||||||||||||||||||
One-
to four-family residential
|
7,043 | 0.70 | 7,324 | 0.96 | 1,291 | 0.21 | 1,332 | 0.33 | 1,549 | 0.44 | ||||||||||||||||||||||||||||||
Multi-family
residential
|
291 | 0.03 | 1,370 | 0.18 | 5,174 | 0.84 | 512 | 0.13 | 1,006 | 0.28 | ||||||||||||||||||||||||||||||
Commercial
|
20,876 | 2.09 | 2,367 | 0.31 | 8,570 | 1.39 | 2,701 | 0.66 | 3,484 | 0.98 | ||||||||||||||||||||||||||||||
Construction/land
development
|
284,450 | 28.42 | 141,509 | 18.53 | 45,959 | 7.46 | 10,192 | 2.50 | 7,303 | 2.05 | ||||||||||||||||||||||||||||||
Total
real estate
|
312,660 | 31.24 | 152,570 | 19.98 | 60,994 | 9.90 | 14,737 | 3.62 | 13,342 | 3.75 | ||||||||||||||||||||||||||||||
Consumer:
|
||||||||||||||||||||||||||||||||||||||||
Home
equity
|
4,151 | 0.42 | 887 | 0.11 | -- | -- | -- | -- | -- | -- | ||||||||||||||||||||||||||||||
Savings
Account
|
127 | 0.01 | 296 | 0.04 | -- | -- | -- | -- | -- | -- | ||||||||||||||||||||||||||||||
Other
|
-- | -- | -- | -- | -- | -- | -- | -- | -- | -- | ||||||||||||||||||||||||||||||
Total
consumer
|
4,278 | 0.43 | 1,183 | 0.15 | -- | -- | -- | -- | -- | -- | ||||||||||||||||||||||||||||||
Total
adjustable rate loans
|
316,938 | 31.67 | 153,753 | 20.13 | 60,994 | 9.90 | 14,737 | 3.62 | 13,342 | 3.75 | ||||||||||||||||||||||||||||||
Total
loans
|
1,000,750 | 100.00 | % | 763,755 | 100.00 | % | 616,235 | 100.00 | % | 407,193 | 100.00 | % | 355,664 | 100.00 | % | |||||||||||||||||||||||||
Less:
|
||||||||||||||||||||||||||||||||||||||||
Loans
in process
|
108,939 | 58,731 | 71,532 | 19,762 | 8,362 | |||||||||||||||||||||||||||||||||||
Deferred
loan fees
|
3,176 | 2,725 | 2,357 | 2,308 | 2,362 | |||||||||||||||||||||||||||||||||||
Allowance
for loan losses
|
7,971 | 1,971 | 1,651 | 995 | 995 | |||||||||||||||||||||||||||||||||||
Loans
receivable, net
|
$ | 880,664 | $ | 700,328 | $ | 540,695 | $ | 384,128 | $ | 343,945 |
5
One- to Four-Family Residential Real
Estate Lending. As of December 31, 2007, $424.9 million, or
42.45%, of our total loan portfolio consisted of permanent loans secured by one-
to four-family residences, of which $147.7 million were originated by or
previously purchased from Executive House.
First Savings Bank is a traditional
fixed rate portfolio lender when it comes to financing residential home
loans. In 2007, we originated $118.6 million in one- to four-family
residential loans, most of which had fixed rates and fixed
terms. Most of our residential loan originations are in connection
with the refinance of an existing loan rather than the purchase of a
home. Residential mortgage loans are primarily made on owner-occupied
properties within King and Pierce Counties of Washington State. As of
December 31, 2007, $417.8 million, or 41.75%, of our one- to four-family
residential mortgage loan portfolio consisted of fixed rate
loans. All of our one- to four-family residential mortgage loans
require both monthly principal and interest payments.
We also originate a limited number of
jumbo fixed rate loans that we retain for our portfolio. Jumbo loans
have balances that are greater than $417,000. The jumbo loan
portfolio, comprised of 142 loans, totaled $93.0 million as of December 31,
2007. The loans in this portfolio have been priced at rates 0.375% to
0.50% higher than the standard rates quoted on conventional loans. As
of December 31, 2007, $431,000 of our jumbo loan portfolio was over 90 days past
due and $648,000 was 60 days past due. The remaining loans in the
jumbo loan portfolio were performing in accordance with their loan repayment
terms.
Our fixed-rate, single family
residential mortgage loans are normally originated with 15 to 30 year terms,
although such loans typically remain outstanding for substantially shorter
periods, particularly in a declining interest rate environment. In
addition, substantially all residential mortgage loans in our loan portfolio
contain due-on-sale clauses providing that we declare the unpaid amount due and
payable upon the sale of the property securing the loan. Typically,
we enforce these due-on-sale clauses to the extent permitted by law and as a
standard course of business. The average loan maturity is a function
of, among other factors, the level of purchase and sale activity in the real
estate market, prevailing interest rates and the interest rates payable on
outstanding loans.
Our lending policies generally limit
the maximum loan-to-value ratio on mortgage loans secured by owner-occupied
properties to 95% of the lesser of the appraised value or the purchase
price. We usually obtain private mortgage insurance on the portion of
the principal amount that exceeds 80% of the appraised value of the secured
property. The maximum loan-to-value ratio on mortgage loans secured
by non-owner occupied properties is generally 80% on purchases and
refinances. Properties securing our one- to four-family loans are
appraised by independent fee appraisers approved by us. We require
the borrowers to obtain title, hazard, and, if necessary, flood
insurance. We generally do not require earthquake insurance because
of competitive market factors.
Our construction loans to individuals
to build their personal residences typically are structured as
construction/permanent loans permitting one closing for both the construction
loan and the permanent financing. Prior to making a commitment to fund a
construction loan, we require an appraisal of the post construction value of the
project by an independent fee appraiser. During the construction
phase, which typically lasts for eight months, an approved fee inspector or our
designated loan officer makes periodic inspections of the construction site and
loan proceeds are disbursed directly to the contractor or borrower as
construction progresses. Typically, disbursements are made in seven
draws during the construction period. Construction loans require
payment of interest only during the construction phase and are structured to be
converted to fixed rate permanent loans at the end of the construction
phase. At December 31, 2007, our construction loans to individuals
amounted to $14.8 million or 3.49% of the one- to four-family residential loan
balance.
Residential mortgage loans up to $1.5
million are approved by the loan committee which consists of the Chief Executive
Officer or the Chief Lending Officer, and two senior loan
officers. Loans in excess of $1.5 million and up to $3.0 million are
approved by the Executive Committee which is comprised of the Chief Executive
Officer and two outside directors. Loans in excess of $3.0 million
require the approval of the full board of directors. At December 31,
2007, $526,000 of our one- to four-family residential were delinquent in excess
of 90 days or in nonaccrual status. No one- to four-family
residential loans were charged-off during the years ended December 31, 2007,
2006 and 2005.
6
Multi-Family and Commercial
Real Estate Lending. We have originated multi-family and
commercial real estate loans for over 35 years and enhanced this lending sector
with our acquisition of Executive House.
Multi-family and commercial real estate
loans up to $3.0 million are approved by the loan committee which consists of
the Chief Executive Officer, the Chief Lending Officer and the Executive Vice
President. Loans in excess of $3.0 million and up to $5.0 million are
approved by the Executive Committee, which consists of the Chief Executive
Officer and two outside directors. Loans in excess of $5.0 million
require the approval of the full board of directors. As of December
31, 2007, $76.0 million, or 7.60% of our total loan portfolio was secured by
multi-family real estate, and $204.8 million, or 20.46% or our loan portfolio
was secured by commercial real estate property. Of these balances,
$39.4 million of multi-family real estate loans and $153.3 million of commercial
real estate property loans were originated in 2006 and 2007 by or previously
purchased from Executive House. Our commercial real estate loans are
typically secured by office and medical buildings, retail shopping centers,
mini-storage facilities, industrial use buildings, and
warehouses. Substantially all of our multi-family and commercial real
estate loans are secured by properties located in our market
area.
We actively pursue multi-family and
commercial real estate loans. These loans generally are priced at a
higher rate of interest than one- to four-family residential
loans. Typically, these loans have higher loan balances, are more
complex to evaluate and monitor, and involve a greater degree of risk than one-
to four-family residential loans. Often payments on loans secured by
multi-family or commercial properties are dependent on the successful operation
and management of the property; therefore, repayment of these loans may be
affected by adverse conditions in the real estate market or the
economy. We generally require and obtain loan guarantees from
financially capable parties based upon the review of personal financial
statements. If the borrower is a corporation, we generally require
and obtain personal guarantees from the corporate principals based upon a review
of their personal financial statements and individual credit
reports.
The average size loan in our
multi-family and commercial real estate loan portfolios was $724,000 and
$931,000, respectively as of December 31, 2007. We also target
individual multi-family and commercial real estate loans between $1.0 million
and $5.0 million; however, we can by policy originate loans to one borrower up
to 20% of First Savings Bank=s risk-based
capital. The largest multi-family loan as of December 31, 2007 was a
72 unit apartment complex with a net outstanding principal balance at December
31, 2007 of $5.2 million located in Pierce County. As of December 31,
2007, the largest single commercial real estate loan had a net outstanding
balance of $9.0 million and was secured by a retail building located in Pierce
County. These loans were performing according to their respective
loan repayment terms, as were all of our multi-family and commercial real estate
loans as of December 31, 2007.
We also make construction loans to
owners for commercial development projects. The projects include
multi-family, apartment, retail, office/warehouse and office
buildings. These loans generally have an interest-only phase during
construction, and generally convert to permanent financing when construction is
completed. Disbursement of funds is at our sole discretion and is
based on the progress of construction. The maximum loan-to-value
limit applicable to these loans is 75% of the appraised post-construction
value. At December 31, 2007, construction loans amounted to $15.5
million or 5.52% of the combined multi-family and commercial real estate loan
portfolio.
These loans are originated on a fixed
rate basis with terms up to ten years, with amortization terms up to 30
years. Interest rates on fixed-rate loans are generally
established by considering internal cost of funds, applicable margins, market
demand and competitive pricing.
The credit risk related to multi-family
and commercial real estate loans is considered to be greater than the risk
related to one- to four-family residential or consumer loans because the
repayment of multi-family and commercial real estate loans typically is
dependent on the income stream of the real estate securing the loan as
collateral and the successful operation of the borrower=s business,
which can be significantly affected by conditions in the real estate markets or
in the economy generally. For example, if the cash flow from the borrower=s project is
reduced due to leases not being obtained or renewed, the borrower=s ability to
repay the loan may be impaired. In
7
addition,
many of our multi-family and commercial real estate loans are not fully
amortizing and contain large balloon payments upon maturity. These balloon
payments may require the borrower to either sell or refinance the underlying
property in order to make the balloon payment.
If we foreclose on a multi-family or
commercial real estate loan, our holding period for the collateral typically is
longer than for one- to four-family residential mortgage loans because there are
fewer potential purchasers of the collateral. Additionally, as a result of our
increasing emphasis on this type of lending, a large portion of our multi-family
and commercial real estate loan portfolio is relatively unseasoned and has not
been subjected to unfavorable economic conditions. As a result we may not have
enough payment history with which to judge future collectibility or to predict
the future performance of this part of our loan portfolio. These loans may have
delinquency or charge-off levels above our historical experience, which could
adversely affect our future performance. Further, our multi-family and
commercial real estate loans generally have relatively large balances to single
borrowers or related groups of borrowers. Accordingly, if we make any errors in
judgment in the collectibility of our commercial real estate loans, any
resulting charge-offs may be larger on a per loan basis than those incurred with
our residential or consumer loan portfolios. At December 31, 2007, no
multi-family or commercial real estate loans were delinquent in excess of 90
days or in nonaccrual status. No multi-family or commercial real
estate loans were charged-off during the years ended December 31, 2007, 2006 and
2005.
Construction/Land Development
Loans. Since we initially established a lending relationship
in 1977 with Executive House we have been an active originator of construction
and land development loans to residential builders for the construction of
single-family residences, condominiums, townhouses and residential developments
located in our market area. Beginning in 2005 we significantly
increased this lending portfolio through loans purchased from Executive House as
part of our strategy to diversify our loan portfolio, ultimately leading to our
decision to acquire Executive House later that year. Effective
January 1, 2008, Executive House=s lending
operations were assumed by First Savings Bank, creating a commercial lending
division for First Savings Bank. At December 31, 2007, our construction/land
development loans amounted to $288.4 million, or 28.82%, of our total loan
portfolio, substantially all of which were originated by Executive
House. At December 31, 2007, our residential construction lending and
land development loans to builders amounted to approximately $179.2 million, and
$94.6 million, respectively. This growth was generated primarily
during the first three quarters of the year when the local housing market was
still experiencing a strong demand. Fourth quarter activity slowed
down considerably causing inventory buildup and curtailed construction
activity. Our land development loans are generally made to builders
intending to develop lots for their own use at a later date. The
remaining $14.6 million balance of our construction/land development loans
consisted of multi-family residential and commercial real estate construction
loans. Loan commitment amounts for residential construction loans
typically range from $150,000 to $500,000 with an average loan commitment at
December 31, 2007 of $438,000. At December 31, 2007, the unadvanced portion of
construction/land development loans in process amounted to $92.0
million.
At the dates indicated, the composition
of our construction/land development loan portfolio was as follows:
At
December 31,
|
||||||||
2007
|
2006
|
|||||||
(In
Thousands)
|
||||||||
One-
to four-family residential:
|
||||||||
Construction
speculative
|
$ | 179,167 | $ | 90,381 | ||||
Multi-family
residential:
|
||||||||
Construction
speculative
|
13,322 | 5,995 | ||||||
Commercial:
|
||||||||
Construction
speculative
|
1,324 | -- | ||||||
Land
development loans
|
94,565 | 57,025 | ||||||
Total
construction/land development (1)(2)
|
$ | 288,378 | $ | 153,401 |
8
___________
(1)
|
Loans
in process for construction/land development at December 31, 2007 and 2006
were $92.0 million and $39.7 million,
respectively.
|
(2)
|
At
December 31, 2007, we had an additional $14.8 million, or 1.48% of our
total loan portfolio in construction loans on one- to four-family
properties that convert to permanent loans, which are classified in the
one- to four-family category. Also at that date, we had an
additional $15.5 million, or 1.55% of our total loan portfolio in
construction loans on commercial real estate that convert to permanent
loans, which are classified as commercial loans. There were no
multi-family construction loans that convert to permanent loans at
December 31, 2007. Loans in process for these loans at December
31, 2007 and 2006 were $10.0 million and $17.5 million,
respectively.
|
We originate construction and site
development loans to contractors and builders primarily to finance the
construction of single-family homes and subdivisions, which homes typically have
an average price ranging from $300,000 to $550,000. Loans to finance
the construction of single-family homes and subdivisions are generally offered
to experienced builders and builders in our primary market areas. The
maximum loan-to-value limit applicable to these loans is generally 75% to 80% of
the appraised market value upon completion of the project. We do not
require any cash equity from the borrower if there is sufficient equity in the
land being used as collateral. Development plans are required from
builders prior to making the loan. We require that builders maintain adequate
insurance coverage. While maturity dates for residential construction
loans are largely a function of the estimated construction period of the
project, and generally do not exceed one year, land development loans generally
are for 18 to 24 months. Substantially all of our residential construction loans
have adjustable rates of interest based on The Wall Street Journal Prime
Rate and during the term of construction, the accumulated interest is either
added to the principal of the loan through an interest reserve, or billed
monthly. Construction loan proceeds are disbursed periodically in
increments as construction progresses and as inspection by our approved
inspectors warrant. Total loan amounts for site development loans
generally range from $500,000 to $6.0 million with an average individual loan
commitment at December 31, 2007 of $2.3 million. At December 31,
2007, our largest construction and site development loan had a net outstanding
principal balance of $8.6 million and was secured by a first mortgage
lien. This loan was performing according to its original terms at
December 31, 2007. At December 31, 2007, our three largest borrowing
relationships for construction/land development loans had aggregate net
outstanding loan balances of $30.1 million, $27.5 million and $23.5 million.
These balances do not include other lending relationships we may have with these
borrowers. We did not have any individual construction/land
development loans at December 31, 2007 that had balances in excess of $12.5
million.
Our construction/land development loans
are based upon estimates of costs and values associated with the completed
project. Construction/land development lending involves additional
risks when compared with permanent residential lending because funds are
advanced upon the security of the project, which is of uncertain value prior to
its completion. Because of the uncertainties inherent in estimating construction
costs, as well as the market value of the completed project and the effects of
governmental regulation of real property, it is relatively difficult to evaluate
accurately the total funds required to complete a project and the related
loan-to-value ratio. This type of lending also typically involves higher loan
principal amounts and is often concentrated with a small number of builders.
These loans often involve the disbursement of substantial funds with repayment
substantially dependent on the success of the ultimate project and the ability
of the borrower to sell or lease the property or obtain permanent take-out
financing, rather than the ability of the borrower or guarantor to repay
principal and interest. If our appraisal of the value of a completed project
proves to be overstated, we may have inadequate security for the repayment of
the loan upon completion of construction of the project and may incur a loss.
Further, our ability to continue to originate a significant amount of
construction loans is dependent on the continued strength of the housing market
in King, Pierce and Snohomish counties, Washington which recently has shown
signs of weakening. If we lost our relationship with one or more of our larger
borrowers building in these counties or there is a continuing decline in the
demand for new housing in these counties, it is expected that the demand for
construction loans would decline, our liquidity would substantially increase and
our net income would be adversely affected. We have attempted to minimize these
risks by generally concentrating on residential construction loans in our market
area to contractors with whom we have established relationships. At December 31,
2007, we had $1.0 million of construction/land development loans that were
delinquent in excess of 90 days. In addition, a total of $30.7 million
construction/land development
9
relationships
to one builder were considered impaired as of December 31, 2007. No
construction/land development loans were charged-off during the years ended
December 31, 2007, 2006 and 2005. For more information regarding loan
delinquencies and impaired loans please see the AAsset
Quality@ section
under Item 1.
Consumer
Lending. We offer a limited variety of consumer loans to our
customers, consisting primarily of home equity and savings account
loans. Generally, consumer loans have shorter terms to maturity and
higher interest rates than mortgage loans. Consumer loans are made
with both fixed and variable interest rates and with varying
terms. At December 31, 2007, consumer loans amounted to $6.7 million,
or 0.67%, of the total loan portfolio.
At December 31, 2007, the largest
component of the consumer loan portfolio consisted of home equity loans, which
totaled $6.4 million, or 0.64%, of the total loan portfolio. Home
equity loans are made for purposes such as the improvement of residential
properties, debt consolidation and education expenses. The majority
of these loans are secured by a first or second mortgage on residential
property. The maximum loan-to-value ratio is 95% or less, when taking
into account both the balance of the home equity loans and the first mortgage
loan. Home equity loans allow for a ten-year draw period, and the
interest rate is tied to the prime rate as published in The Wall Street Journal, and
may include a margin.
Consumer loans entail greater risk than
do residential mortgage loans, particularly in the case of consumer loans that
are unsecured or secured by rapidly depreciating assets such as
automobiles. In these cases, any repossessed collateral for a
defaulted consumer loan may not provide an adequate source of repayment of the
outstanding loan balance as a result of the greater likelihood of damage, loss
or depreciation. The remaining deficiency often does not warrant
further substantial collection efforts against the borrower beyond obtaining a
deficiency judgment. In addition, consumer loan collections are
dependent on the borrower=s continuing
financial stability, and are more likely to be adversely affected by job loss,
divorce, illness or personal bankruptcy. Furthermore, the application
of various federal and state laws, including federal and state bankruptcy and
insolvency laws, may limit the amount that can be recovered on these
loans. These risks are not as prevalent with respect to our consumer
loan portfolio because a large percentage of the portfolio consists of home
equity lines of credit that are underwritten in a manner such that they result
in credit risk that is substantially similar to one- to four-family residential
mortgage loans. Nevertheless, home equity lines of credit have
greater credit risk than one- to four-family residential mortgage loans because
they are secured by mortgages subordinated to the existing first mortgage on the
property, which we may or may not hold and do not have private mortgage
insurance coverage. At December 31, 2007, no consumer loans were
delinquent in excess of 90 days or in nonaccrual status. No consumer
loans were charged-off during the years ended December 31, 2007 or 2006, and
$27,000 was charged-off in 2005.
10
Loan Maturity and
Repricing. The following table sets forth certain information
at December 31, 2007 regarding the dollar amount of loans maturing in our
portfolio based on their contractual terms to maturity, but does not include
scheduled payments or potential prepayments. Loan balances do not
include undisbursed loan proceeds, unearned discounts, unearned income and
allowance for loan losses.
After
|
After
|
After
|
||||||||||||||||||||||
One
Year
|
3
Years
|
5
Years
|
||||||||||||||||||||||
Within
|
Through
|
Through
|
Through
|
Beyond
|
||||||||||||||||||||
One
Year
|
3
Years
|
5
Years
|
10
Years
|
10
Years
|
Total
|
|||||||||||||||||||
(In
Thousands)
|
||||||||||||||||||||||||
Real
Estate:
|
||||||||||||||||||||||||
One-
to four-family residential
|
$ | 9,177 | $ | 11,804 | $ | 25,218 | $ | 193,219 | $ | 185,445 | $ | 424,863 | ||||||||||||
Multi-family
residential
|
2,147 | 8,052 | 9,230 | 55,959 | 651 | 76,039 | ||||||||||||||||||
Commercial
|
17,998 | 1,412 | 15,868 | 156,079 | 13,441 | 204,798 | ||||||||||||||||||
Construction/land
development
|
282,435 | 5,943 | -- | -- | -- | 288,378 | ||||||||||||||||||
Total
real estate
|
311,757 | 27,211 | 50,316 | 405,257 | 199,537 | 994,078 | ||||||||||||||||||
Consumer:
|
||||||||||||||||||||||||
Home
equity
|
4,972 | 63 | -- | 1,286 | 47 | 6,368 | ||||||||||||||||||
Savings
account
|
127 | -- | -- | -- | -- | 127 | ||||||||||||||||||
Other
|
92 | 65 | 20 | -- | -- | 177 | ||||||||||||||||||
Total
consumer
|
5,191 | 128 | 20 | 1,286 | 47 | 6,672 | ||||||||||||||||||
Total
|
$ | 316,948 | $ | 27,339 | $ | 50,336 | $ | 406,543 | $ | 199,584 | $ | 1,000,750 |
The following table sets forth the
dollar amount of all loans due after December 31, 2008, which have fixed
interest rates and have floating or adjustable interest rates.
Fixed
|
Floating
or
|
|||||||||||
Rates
|
Adjustable
Rates
|
Total
|
||||||||||
(In
Thousands)
|
||||||||||||
Real
Estate:
|
||||||||||||
One-
to four-family residential
|
$ | 414,000 | $ | 1,686 | $ | 415,686 | ||||||
Multi-family
residential
|
73,601 | 291 | 73,892 | |||||||||
Commercial
|
181,701 | 5,099 | 186,800 | |||||||||
Construction/land
development
|
968 | 4,974 | 5,942 | |||||||||
Total
real estate
|
670,270 | 12,050 | 682,320 | |||||||||
Consumer:
|
||||||||||||
Home
equity
|
1,396 | -- | 1,396 | |||||||||
Savings
account
|
-- | -- | -- | |||||||||
Other
|
86 | -- | 86 | |||||||||
Total
consumer
|
1,482 | -- | 1,482 | |||||||||
Total
|
$ | 671,752 | $ | 12,050 | $ | 683,802 |
11
Loan Solicitation and
Processing. The majority of our consumer and residential
mortgage loan originations are generated through First Savings Bank and from
time to time through outside brokers. We originate multi-family,
commercial real estate and construction/land development loans primarily using
First Savings Bank loan officers, with referrals coming from builders and
existing customers. During the year ended December 31, 2007, through
our Executive House lending operations, we originated construction/land
development loans of $233.7 million. These originations included $155.5 million
of one- to four-family construction loans to builders, $13.3 million of
multi-family construction loans, $63.6 million of land development loans, and
$1.3 million of commercial/nonresidential construction loans. The
balance of our Executive House loan originations consisted primarily of one-to
four family loans to individual borrowers.
Upon receipt of a loan application from
a prospective borrower, we obtain a credit report and other data to verify
specific information relating to the loan applicant=s
employment, income, and credit standing. All real estate loans
requiring an appraisal are done by an independent third-party
appraiser. All appraisers are approved by us, and their credentials
are reviewed annually, as is the quality of their appraisals.
We use a multi-tier lending matrix
depending on the type and size of the consumer credit to be
approved. We also allow for individual lending authorities, joint
lending authorities, a management loan committee approval, and a loan and
investment committee (comprised of directors) approval.
We require title insurance on all real
estate loans, and fire and casualty insurance on all secured loans and on home
equity loans where the property serves as collateral.
Loan Originations, Servicing,
Purchases, Sales and Repayments. For the years ended December
31, 2007 and 2006, our total loan originations were $434.4 million and $312.9
million, respectively.
One- to four-family home loans are
generally originated in accordance with the guidelines established by Freddie
Mac and Fannie Mae, with the exception of our special community development
loans under the Community Reinvestment Act. We originate residential
first mortgages and service them using an in-house mortgage
system. Our loans are underwritten by designated real estate loan
underwriters internally in accordance with standards as provided by our
board-approved loan policy.
Fixed-rate residential mortgage loans
with terms of 30 years or less and adjustable rate mortgage loans are generally
held in our portfolio. Loan sales were $5.8 million and $4.2 million
for the years ended December 31, 2007 and 2006, respectively. Loans
are generally sold on a non-recourse basis. As of December 31, 2007,
our loan servicing portfolio for outside investors was $56.3
million.
Prior to its acquisition in 2005,
Executive House represented approximately $218.1 million and $58.7 million, or
71% and 47% of First Savings Bank=s loan
production volume at December 31, 2005 and 2004, respectively, and serviced
approximately $351.4 million and $188.8 million, or 57% and 47% of First Savings
Bank=s
loan portfolio at December 31, 2005 and 2004, respectively. During 2007,
Executive House originated approximately $340.8 million, or 78.45% of our loan
production volume.
12
The following table shows total loans
originated, purchased, sold and repayments during the periods
indicated.
Year
Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(In
Thousands)
|
||||||||||||
Loans
Originated:
|
||||||||||||
Real
estate:
|
||||||||||||
One-
to four-family residential
|
$ | 118,554 | $ | 126,179 | $ | 68,012 | ||||||
Multi-family
residential
|
10,005 | 12,666 | 7,434 | |||||||||
Commercial
|
66,313 | 51,855 | 11,880 | |||||||||
Construction/land
development
|
233,656 | 118,367 | 3,583 | |||||||||
Total
real estate
|
428,528 | 309,067 | 90,909 | |||||||||
Consumer:
|
||||||||||||
Home
equity
|
5,874 | 3,099 | 24 | |||||||||
Savings
account
|
25 | 721 | 180 | |||||||||
Other
|
-- | 35 | 220 | |||||||||
Total
consumer
|
5,899 | 3,855 | 424 | |||||||||
Total
Loans Originated
|
434,427 | 312,922 | 91,333 | |||||||||
Loans
Purchased
|
25 | 6,130 | 218,230 | |||||||||
Total
whole loans sold
|
5,796 | 4,245 | -- | |||||||||
Principal
repayments
|
191,690 | 167,287 | 99,733 | |||||||||
Change
in other items, net
|
(56,630 | ) | 12,113 | (53,263 | ) | |||||||
Net
increase in loans, net
|
$ | 180,336 | $ | 159,633 | $ | 156,567 |
Loan Origination and Other
Fees. In some instances, we receive loan origination fees on
real estate related products. Loan fees generally represent a
percentage of the principal amount of the loan that is paid by the
borrower. The amount of fees charged to the borrower on one- to
four-family residential loans and on multi-family and commercial real estate
loans can range up to 1.5%. Generally accepted accounting principles
require that certain fees received, net of certain origination costs, be
deferred and amortized over the contractual life of the loan. Net
deferred fees or costs associated with loans that are prepaid or sold are
recognized as income at the time of prepayment. We had $3.2 million
of net deferred mortgage loan fees as of December 31, 2007.
One- to four-family loans are generally
originated without a prepayment penalty. The majority of multi-family
and commercial real estate loans, however, have prepayment penalties associated
with the loans. We offer two types of prepayment penalty options
depending upon the loan type and rate selected by the borrower. The
majority of the recent multi-family and commercial real estate loan originations
have a 3%, 2%, 1% prepayment penalty (3% in year one, 2% in year two, 1% in year
three, and no fees after year three).
Asset
Quality
As of December 31, 2007, we had an
aggregate of $2.5 million, or 0.25%, of total loans 61 days or more delinquent
consisting of five one- to four-family residential loans and five
construction/land development loans. We generally assess late fees or
penalty charges on delinquent loans of up to 5.00% of the monthly
payment. The borrower is given up to a 15 day grace period to make
the loan payment.
13
We generally send delinquent borrowers
three consecutive written notices when the loan becomes ten, 15 and 45 days past
due. Late charges are incurred when the loan becomes ten to 15 days
past due depending upon the loan product. Our collection department
actively attempts to collect on delinquent loans when they become 61 days past
due. If the loan is not brought current, we continually try to
contact the borrower in writing until the account is brought
current. When the loan is 90 days past due, collectors will attempt
to interview the borrower to determine the cause of the delinquency, and to
obtain a mutually satisfactory arrangement to bring the loan
current.
If the borrower is chronically
delinquent and all reasonable means of obtaining payments have been exhausted,
we will seek to recover the collateral securing the loan according to the terms
of the security instrument and applicable law. The following table
shows our delinquent loans by the type of loan and number of days delinquent as
of December 31, 2007:
Loans
Delinquent For:
|
Total
|
|||||||||||||||||||||||
61-90
Days
|
Over
90 Days
|
Delinquent
Loans
|
||||||||||||||||||||||
Principal
|
Principal
|
Principal
|
||||||||||||||||||||||
Number
|
Balance
|
Number
|
Balance
|
Number
|
Balance
|
|||||||||||||||||||
of
Loans
|
Loans
|
of
Loans
|
Loans
|
of
Loans
|
Loans
|
|||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||
Real
estate:
|
||||||||||||||||||||||||
One-
to four-family residential
|
2 | $ | 739 | 3 | $ | 526 | 5 | $ | 1,265 | |||||||||||||||
Multi-family
residential
|
-- | -- | -- | -- | -- | -- | ||||||||||||||||||
Commercial
|
-- | -- | -- | -- | -- | -- | ||||||||||||||||||
Construction/land
development
|
1 | 228 | 4 | 1,036 | 5 | 1,264 | ||||||||||||||||||
Total
real estate
|
3 | 967 | 7 | 1,562 | 10 | 2,529 | ||||||||||||||||||
Consumer:
|
||||||||||||||||||||||||
Home
equity
|
-- | -- | -- | -- | -- | -- | ||||||||||||||||||
Savings
account
|
-- | -- | -- | -- | -- | -- | ||||||||||||||||||
Other
|
-- | -- | -- | -- | -- | -- | ||||||||||||||||||
Total
consumer
|
-- | -- | -- | -- | -- | -- | ||||||||||||||||||
Total
|
3 | $ | 967 | 7 | $ | 1,562 | 10 | $ | 2,529 |
14
Non-performing
Assets. The following table sets forth information with
respect to our non-performing assets and restructured loans within the meaning
of Statement of Financial Accounting Standards No. 114 for the periods
indicated.
At
December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
(Dollars
in
Thousands)
|
||||||||||||||||||||
Loans
accounted for on a nonaccrual basis:
|
||||||||||||||||||||
Real
estate:
|
||||||||||||||||||||
One-
to four-family residential
|
$ | 526 | $ | 154 | $ | 300 | $ | 265 | $ | 680 | ||||||||||
Construction/land
development
|
31,729 | -- | -- | -- | -- | |||||||||||||||
Accruing
loans which are contractually due
|
||||||||||||||||||||
90
days or more:
|
||||||||||||||||||||
One-
to four-family residential
|
-- | -- | -- | -- | -- | |||||||||||||||
Total
|
$ | 32,255 | $ | 154 | $ | 300 | $ | 265 | $ | 680 | ||||||||||
Total
of nonaccrual and 90 days past due
loans
|
$ | 32,255 | $ | 154 | $ | 300 | $ | 265 | $ | 680 | ||||||||||
Repossessed
assets
|
-- | -- | -- | -- | -- | |||||||||||||||
Real
estate owned
|
-- | -- | -- | -- | -- | |||||||||||||||
Total
nonperforming assets
|
$ | 32,255 | $ | 154 | $ | 300 | $ | 265 | $ | 680 | ||||||||||
Restructured
loans
|
-- | -- | -- | -- | -- | |||||||||||||||
Nonaccrual
and 90 days or more past due
|
||||||||||||||||||||
loans
as a percentage of total loans
|
3.22 | % | 0.02 | % | 0.05 | % | 0.07 | % | 0.19 | % | ||||||||||
Nonaccrual
and 90 days or more past due
|
||||||||||||||||||||
loans
as a percentage of total assets
|
2.83 | % | 0.02 | % | 0.03 | % | 0.03 | % | 0.09 | % | ||||||||||
Nonperforming
assets as a percentage of
|
||||||||||||||||||||
total
assets
|
2.83 | % | 0.02 | % | 0.03 | % | 0.03 | % | 0.09 | % | ||||||||||
Total
loans
|
$ | 1,000,750 | $ | 763,755 | $ | 616,235 | $ | 407,193 | $ | 355,664 | ||||||||||
Non-accrued
interest (1)
|
$ | 391 | $ | 4 | $ | 4 | $ | 11 | $ | 12 | ||||||||||
Total
assets
|
$ | 1,140,888 | $ | 1,004,711 | $ | 879,650 | $ | 776,363 | $ | 726,876 |
_______
(1) Represents
foregone interest on nonaccural loans.
When a loan
becomes 90 days delinquent, we generally place the loan on non-accrual status
unless the credit is well secured and in the process of
collection. Loans may be placed on non-accrual status prior to being
90 days delinquent if there is an identified problem. As of December
31, 2007, non-accrual loans and loans 90 days or more past due was $32.3 million
as a percentage of total loans was 3.22%, and as a percentage of total assets
was 2.83%. Of our non-performing assets, $30.7 million represent
total loans to one builder for projects secured by real estate in King, Pierce
and Thurston counties, Washington. Of this amount $7.2 million had
not been disbursed. These loans are to a builder of entry level homes whose
sales have been affected by the current credit tightening as the purchasers
generally have lower credit scores and a minimal amount of equity in the
property.
Real Estate Owned and
Other Repossessed Assets. Real estate acquired by us as a
result of foreclosure or by deed-in-lieu of foreclosure is classified as real
estate owned until it is sold. When the property is acquired, it is
recorded at the lower of its cost, which is the unpaid principal balance of the
related loan plus foreclosure costs, or
15
the fair
market value of the property less selling costs. We had no real
estate owned or repossessed assets as of December 31, 2007.
Restructured
Loans. According to generally accepted accounting principles,
we are required to account for certain loan modifications or restructuring as a
Atroubled
debt restructuring.@ In
general, the modification or restructuring of a debt is considered a troubled
debt restructuring if we, for economic or legal reasons related to the
borrower=s financial
difficulties, grant a concession to the borrowers that we would not otherwise
consider. We had no restructured loans as of December 31,
2007.
Classified
Assets. Federal regulations provide for the classification of
lower quality loans and other assets, such as debt and equity securities, as
substandard, doubtful or loss. 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 we 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 we
classify problem assets as either substandard or doubtful, we may establish a
specific allowance in an amount we deem prudent and approved by the asset
liability management committee to address the risk
specifically. General allowances represent loss allowances which have
been established to recognize the inherent risk associated with lending
activities, but which, unlike specific allowances, have not been specifically
allocated to particular problem assets. When an insured institution
classifies problem assets as a loss, it is required to charge off those assets
in the period in which they are deemed uncollectible. Our
determination as to the classification of our assets and the amount of our
valuation allowances is subject to review by the FDIC and the Washington State
Department of Financial Institutions, which can order the establishment of
additional loss allowances. Assets which do not currently expose us to
sufficient risk to warrant classification in one of the aforementioned
categories but possess weaknesses are required to be designated as special
mention.
In connection
with the filing of periodic reports with the FDIC and in accordance with our
classification of assets policy, we regularly review the problem assets in our
portfolio to determine whether any assets require classification in accordance
with applicable regulations. On the basis of our review of our
assets, as of December 31, 2007, we had classified $35.5 million of our assets
as substandard, no assets were classified as loss, doubtful or special
mention. Substantially all of the assets classified substandard
represent loans to one builder for projects secured by real estate in King,
Pierce and Thurston counties, Washington. This is an entry level
builder whose sales have been impacted by the current credit tightening as the
purchasers generally have lower credit scores and a minimal amount of equity in
the property. With the exception of these classified loans,
management is not aware of any loans as of December 31, 2007, where the known
credit problems of the borrower would cause us to have serious doubts as to the
ability of such borrowers to comply with their present loan repayment
terms.
16
The aggregate amounts of our
classified and special mention, assets at the dates indicated (as determined by
management), were as follows:
At
December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(In
Thousands)
|
||||||||||||
Classified
Assets:
|
||||||||||||
Loss
|
$ | -- | $ | -- | $ | -- | ||||||
Doubtful
|
-- | -- | -- | |||||||||
Substandard
|
35,541 | 448 | 458 | |||||||||
Special
mention
|
-- | 4,500 | 4,500 | |||||||||
Total
|
$ | 35,541 | $ | 4,948 | $ | 4,958 |
Allowance for Loan
Losses. Management recognizes that loan losses may occur over
the life of a loan and that the allowance for loan losses must be maintained at
a level necessary to absorb specific losses on impaired loans and probable
losses inherent in the loan portfolio. Our Asset Liability
Management Committee assesses the allowance for loan losses on a quarterly
basis. The committee analyzes several different factors, including
delinquency, charge-off rates and the changing risk profile of our loan
portfolio, as well as local economic conditions such as unemployment rates,
bankruptcies and vacancy rates of business and residential
properties.
We believe
that the accounting estimate related to the allowance for loan losses is a
critical accounting estimate because it is highly susceptible to change from
period to period requiring management to make assumptions about probable losses
inherent in the loan portfolio; and the impact of a sudden large loss could
deplete the allowance and potentially require increased provisions to replenish
the allowance, which would negatively affect earnings.
Our
methodology for analyzing the allowance for loan losses consists of two
components: formula and specific allowances. The formula allowance is
determined by applying an estimated loss percentage to various groups of
loans. The loss percentages are generally based on various historical
measures such as the amount and type of classified loans, past due ratios and
loss experience, which could affect the collectibility of the respective loan
types.
The specific
allowance component is created when management believes that the collectibility
of a specific large loan, such as a real estate, multi-family or commercial real
estate loan, has been impaired and a loss is probable.
The allowance
is increased by the provision for loan losses, which is charged against current
period earnings and decreased by the amount of actual loan charge-offs, net of
recoveries.
The provision
for loan losses was $6.0 million and $320,000 for the year ended December 31,
2007 and 2006, respectively. Of the $6.0 million provision for
loan losses, $4.5 million related to impaired residential construction loans
originated by First Savings Bank=s subsidiary
Executive House. The loans were made to a real estate developer for
projects secured by real estate located in King, Pierce and Thurston counties,
Washington. First Savings Bank continues to monitor these loans
closely. The additional increase in the loss provision was the result
of our increased construction/land development portfolio and the incremental
risks associated with the increased lending activities. The allowance for loan
losses was $8.0 million or 0.80% of total loans at December 31, 2007 as compared
to $2.0 million, or 0.26% of total loans outstanding at December 31, 2006. The
level of the allowance is based on estimates, and the ultimate losses may vary
from the estimates. Management will continue to review the adequacy
of the allowance for loan losses and make adjustments to the provision for loan
losses based on loan growth, economic conditions, charge-offs and portfolio
composition.
17
A loan is
considered impaired when, based on current information and events, it is
probable we will be unable to collect the scheduled payments of principal or
interest when due according to the contractual terms of the loan
agreement. Factors considered by management in determining impairment
include payment status, collateral value, and the probability of collecting
scheduled principal and interest payments when due. Loans that
experience insignificant payment delays and payment shortfalls generally are not
classified as impaired. Management determines the significance of
payment delays and payment shortfalls on a case-by-case basis, taking into
consideration all of the circumstances surrounding the loans and the
borrowers, including length of the delay, the reasons for the delay, the
borrower=s prior
payment record and the amounts of the shortfall in relation to the principal and
interest owed. Impairment is measured on a loan-by-loan basis for
commercial and construction/land development loans by the fair value of the
collateral.
We separately
identify individual loans for impairment purposes. The remaining
groups of smaller balance homogeneous loans are collectively evaluated for
impairment.
As of
December 31, 2007, 2006 and 2005, we had $30.7 million, $0 and $0, respectively,
of loans considered as impaired.
18
The following table summarizes the
distribution of the allowance for loan losses by loan category.
At
December 31,
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loan
Balance
|
Allowance
by
Loan Category
|
Percent
of
Loans
in
Loan
Category
to
total
Loans
|
Loan
Balance
|
Allowance
by
Loan Category
|
Percent
of
Loans
in
Loan
Category
to
total
Loans
|
Loan
Balance
|
Allowance
by
Loan Category
|
Percent
of
Loans
in
Loan
Category
to
total
Loans
|
Loan
Balance
|
Allowance
by
Loan Category
|
Percent
of
Loans
in
Loan
Category
to
total
Loans
|
Loan
Balance
|
Allowance
by
Loan Category
|
Percent
of
Loans
in
Loan
Category
to
total
Loans
|
||||||||||||||||||||||||||||||||||||||||||||||
Real
estate:
|
(Dollars
in
Thousands)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
One-
to four-
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
family
residential
|
$ | 424,863 | $ | 1,508 | 42.45 | % | $ | 373,192 | $ | 302 | 48.86 | % | $ | 266,081 | $ | 259 | 43.18 | % | $ | 231,553 | $ | 325 | 56.87 | % | $ | 216,259 | $ | 317 | 60.81 | % | ||||||||||||||||||||||||||||||
Multi-family
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
residential
|
76,039 | 151 | 7.60 | 79,701 | 38 | 10.44 | 68,267 | 30 | 11.08 | 61,913 | 131 | 15.20 | 55,472 | 28 | 15.60 | |||||||||||||||||||||||||||||||||||||||||||||
Commercial
|
204,798 | 1,066 | 20.46 | 153,924 | 515 | 20.15 | 109,300 | 405 | 17.73 | 86,558 | 403 | 21.26 | 68,300 | 238 | 19.20 | |||||||||||||||||||||||||||||||||||||||||||||
Construction/land
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
development
|
288,378 | 5,128 | 28.82 | 153,401 | 1,094 | 20.08 | 171,246 | 950 | 27.79 | 25,265 | 134 | 6.20 | 13,880 | 411 | 3.90 | |||||||||||||||||||||||||||||||||||||||||||||
Total
real estate
|
994,078 | 7,853 | 99.33 | 760,218 | 1,949 | 99.53 | 614,894 | 1,644 | 99.78 | 405,289 | 993 | 99.53 | 353,911 | 994 | 99.51 | |||||||||||||||||||||||||||||||||||||||||||||
Consumer:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Home
equity
|
6,368 | 118 | 0.64 | 3,038 | 22 | 0.40 | 915 | 7 | 0.15 | 932 | 2 | 0.23 | 1,074 | 1 | 0.30 | |||||||||||||||||||||||||||||||||||||||||||||
Savings
account
|
127 | -- | 0.01 | 296 | -- | 0.04 | 209 | -- | 0.03 | 553 | -- | 0.14 | 326 | -- | 0.09 | |||||||||||||||||||||||||||||||||||||||||||||
Other
|
177 | -- | 0.02 | 203 | -- | 0.03 | 217 | -- | 0.04 | 419 | -- | 0.10 | 353 | -- | 0.10 | |||||||||||||||||||||||||||||||||||||||||||||
Total
consumer
|
6,672 | 118 | 0.67 | 3,537 | 22 | 0.47 | 1,341 | 7 | 0.22 | 1,904 | 2 | 0.47 | 1,753 | 1 | 0.49 | |||||||||||||||||||||||||||||||||||||||||||||
Unallocated
|
-- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | |||||||||||||||||||||||||||||||||||||||||||||
Total
|
$ | 1,000,750 | $ | 7,971 | 100.00 | % | $ | 763,755 | $ | 1,971 | 100.00 | % | $ | 616,235 | $ | 1,651 | 100.00 | % | $ | 407,193 | $ | 995 | 100.00 | % | $ | 355,664 | $ | 995 | 100.00 | % |
19
Management believes that it uses the
best information available to determine the allowance for loan
losses. However, unforeseen market conditions could result in
adjustments to the allowance for loan losses and net income could be
significantly affected, if circumstances differ substantially from the
assumptions used in determining the allowance.
The following table sets forth an
analysis of our allowance for loan losses at the dates and for the periods
indicated.
Year
Ended December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||
Allowance
at beginning of period
|
$ | 1,971 | $ | 1,651 | $ | 995 | $ | 995 | $ | 690 | ||||||||||
Provision
for loan losses
|
6,000 | 320 | 137 | -- | 305 | |||||||||||||||
Total
recoveries
|
-- | -- | -- | -- | -- | |||||||||||||||
Charge-offs:
|
||||||||||||||||||||
One-to-four
family
|
-- | -- | -- | -- | -- | |||||||||||||||
Consumer
|
-- | -- | 27 | -- | -- | |||||||||||||||
Total
charge-offs
|
-- | -- | 27 | -- | -- | |||||||||||||||
Net
charge-offs
|
-- | -- | 27 | -- | -- | |||||||||||||||
Acquisition
of Executive House
|
-- | -- | 546 | -- | -- | |||||||||||||||
Balance
at end of period
|
$ | 7,971 | $ | 1,971 | $ | 1,651 | $ | 995 | $ | 995 | ||||||||||
Allowance
for loan losses as a percentage
|
||||||||||||||||||||
of
total loans outstanding at the end of
|
||||||||||||||||||||
the
period
|
0.80 | % | 0.26 | % | 0.27 | % | 0.24 | % | 0.28 | % | ||||||||||
Net
charge-offs to average loans
|
||||||||||||||||||||
receivable,
net
|
-- | -- | 0.01 | -- | -- | |||||||||||||||
Allowance
for loan losses as a percentage
|
||||||||||||||||||||
of
nonperforming loans at end of period
|
24.71 | % | 1279.87 | % | 550.33 | % | 375.47 | % | 146.32 | % |
20
Investment
Activities
General. Under
Washington law, savings banks are permitted to invest in various types of liquid
assets, including U.S. Treasury obligations, securities of various
federal agencies, certain certificates of deposit of insured banks and savings
institutions, banker=s
acceptances, repurchase agreements, federal funds, commercial paper, investment
grade corporate debt securities, and obligations of states and their political
sub-divisions.
The investment committee, consisting of
the Chief Executive Officer, Chief Financial Officer and Controller of First
Savings Bank have the authority and responsibility to administer our investment
policy, monitor portfolio strategies, and recommend appropriate changes to
policy and strategies to the Board. On a monthly basis, our
management reports to the board a summary of investment holdings with respective
market values, and all purchases and sales of investment
securities. The Chief Executive Officer has the primary
responsibility for the management of the investment portfolio. The
Chief Executive Officer considers various factors when making decisions,
including the marketability, maturity and tax consequences of proposed
investments. The maturity structure of investments will be affected
by various market conditions, including the current and anticipated slope of the
yield curve, the level of interest rates, the trend of new deposit inflows and
the anticipated demand for funds via deposit withdrawals and loan originations
and purchases.
The general objectives of the
investment portfolio are to provide liquidity when loan demand is high, to
assist in maintaining earnings when loan demand is low and to maximize earnings
while satisfactorily managing risk, including credit risk, reinvestment risk,
liquidity risk and interest rate risk.
At December 31, 2007, our investment
portfolios consisted principally of mortgage-backed securities, U.S. Government
Agency obligations, municipal bonds and mutual funds consisting of
mortgage-backed securities. From time to time, investment levels may
increase or decrease depending upon yields available on investment opportunities
and management=s projected
demand for funds for loan originations, deposits and other
activities.
Mortgage-Backed
Securities. The mortgage-backed securities in our portfolios
were comprised of Freddie Mac, Fannie Mae, and Ginnie Mae mortgage-backed
securities. The principal on these securities is backed by the U.S.
agency issuing the security. The underlying mortgages to these
securities are seasoned and do not contain sub-prime mortgages. The
mortgage-backed securities held in the available for sale category had a
weighted average yield of 4.43% at December 31, 2007, while the mortgage-backed
securities in the held to maturity portfolio had a weighted average yield of
4.77%.
U.S. Government Agency
Obligations. At December 31, 2007, the portfolios had a
weighted-average- yield of 5.11% and 4.37%, in the available for sale and held
to maturity categories, respectively.
Municipal
Bonds. The tax-exempt and taxable municipal bond portfolios
were comprised of general obligation bonds (i.e., backed by the general
credit of the issuer) and revenue bonds (i.e., backed by revenues from
the specific project being financed) issued by various municipal
corporations. All bonds are rate AA@ or better
and are from issuers located within the State of Washington. The
weighted average yield on the tax exempt bonds (on a tax equivalent basis) was
6.20% at December 31, 2007, while the weighted average yield on the taxable
municipal bonds was 4.54% for the same period.
Federal Home Loan Bank
Stock. As a member of the Federal Home Loan Bank of Seattle,
we are required to own capital stock in the Federal Home Loan Bank of
Seattle. The amount of stock we hold is based on guidelines specified
by the Federal Home Loan Bank of Seattle. The redemption of any
excess stock we hold is at the discretion of the Federal Home Loan Bank of
Seattle. The carrying value of Federal Home Loan Bank stock totaled
$4.7 million and had a weighted-average-yield of 0.60% at December 31,
2007.
21
The following table sets forth the
composition of our investment securities portfolios at the dates
indicated. The amortized cost of the available for sale investments
is their net book value before the mark-to-market fair value
adjustment.
At
December 31,
|
||||||||||||||||||||||||
2007
|
2006
|
2005
|
||||||||||||||||||||||
Amortized
Cost
|
Fair
Value
|
Amortized
Cost
|
Fair
Value
|
Amortized
Cost
|
Fair
Value
|
|||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||
Available
for sale:
|
||||||||||||||||||||||||
U.S.
Government agencies
|
$ | 2,001 | $ | 2,004 | $ | 2,016 | $ | 2,009 | $ | -- | $ | -- | ||||||||||||
Mortgage-backed
securities:
|
||||||||||||||||||||||||
Federal
Home Loan
|
||||||||||||||||||||||||
Mortgage
Corporation
|
36,794 | 36,190 | 45,815 | 44,505 | 57,206 | 55,624 | ||||||||||||||||||
Federal
National Mortgage
Association
|
66,594 | 65,638 | 85,195 | 82,775 | 106,616 | 103,735 | ||||||||||||||||||
Government
National
|
||||||||||||||||||||||||
Mortgage
Association
|
10,116 | 10,057 | 14,315 | 14,091 | 19,846 | 19,497 | ||||||||||||||||||
Mutual
fund
|
6,120 | 5,948 | 5,819 | 5,671 | 5,559 | 5,423 | ||||||||||||||||||
Total
available for sale
|
$ | 121,625 | $ | 119,837 | $ | 153,160 | $ | 149,051 | $ | 189,227 | $ | 184,279 | ||||||||||||
Held
to maturity:
|
||||||||||||||||||||||||
U.S.
Government agencies
|
$ | 3,931 | $ | 3,976 | $ | 3,443 | $ | 3,402 | $ | 3,026 | $ | 2,982 | ||||||||||||
Tax-exempt
municipal bonds
|
73,912 | 75,019 | 78,598 | 79,661 | 80,195 | 82,440 | ||||||||||||||||||
Taxable
municipal bonds
|
1,659 | 1,656 | 1,677 | 1,660 | 1,174 | 1,152 | ||||||||||||||||||
Mortgage-backed
securities:
|
||||||||||||||||||||||||
Federal
National Mortgage
Association
|
907 | 893 | 3,067 | 3,000 | 2,268 | 2,189 | ||||||||||||||||||
Other
securities
|
1 | 1 | 1 | 1 | -- | -- | ||||||||||||||||||
Total
held to maturity
|
$ | 80,410 | $ | 81,545 | $ | 86,786 | $ | 87,724 | $ | 86,663 | $ | 88,763 |
Subsequent to December 31, 2007, the
Company elected to make a one time transfer of its entire investments held to
maturity portfolio to investments available for sale portfolio as a tax planning
strategy. During January 2008, a portion of the tax-exempt municipal
bond portfolio was sold. Gross proceeds from the sales were $62.6
million with gross gains of $1.4 million and gross losses of
$56,000.
22
The table below sets forth information
regarding the carrying value, weighted average yields and maturities or call
dates of First Savings Bank=s investment
portfolio at December 31, 2007. Federal Home Loan Bank stock has no
stated maturity and is included in the total column only.
At
December 31, 2007
|
||||||||||||||||||||||||||||||||||||||||
Amount
Due or Repricing within:
|
||||||||||||||||||||||||||||||||||||||||
Over
One to
|
Over
Five to
|
|||||||||||||||||||||||||||||||||||||||
One
Year or Less
|
Five
Years
|
Ten
Years
|
Over
Ten Years
|
Totals
|
||||||||||||||||||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
Weighted
|
Weighted
|
||||||||||||||||||||||||||||||||||||
Carrying
|
Average
|
Carrying
|
Average
|
Carrying
|
Average
|
Carrying
|
Average
|
Carrying
|
Average
|
|||||||||||||||||||||||||||||||
Value
|
Yield
|
Value
|
Yield
|
Value
|
Yield
|
Value
|
Yield
|
Value
|
Yield
|
|||||||||||||||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||||||||||||||||||
Available
for sale:
|
||||||||||||||||||||||||||||||||||||||||
U.S.
Government agencies
|
$ | -- | -- | % | $ | -- | -- | % | $ | 2,004 | 5.11 | % | $ | -- | -- | % | $ | 2,004 | 5.11 | % | ||||||||||||||||||||
Mortgage-backed
securities
|
17 | 5.82 | 6,830 | 4.50 | 37,673 | 4.28 | 67,365 | 4.51 | 111,885 | 4.43 | ||||||||||||||||||||||||||||||
Mutual
fund
|
5,948 | 5.02 | -- | -- | -- | -- | -- | -- | 5,948 | 5.02 | ||||||||||||||||||||||||||||||
Total
available for sale
|
$ | 5,965 | 5.02 | % | $ | 6,830 | 4.50 | % | $ | 39,677 | 4.32 | % | $ | 67,365 | 4.51 | % | $ | 119,837 | 4.47 | % | ||||||||||||||||||||
Held
to maturity:
|
||||||||||||||||||||||||||||||||||||||||
U.S.
Government agencies
|
$ | -- | -- | % | $ | 1,977 | 4.56 | % | $ | 1,954 | 4.17 | % | $ | -- | -- | % | $ | 3,931 | 4.37 | % | ||||||||||||||||||||
Tax-exempt
municipal bonds (1)
|
1,605 | 6.79 | 11,052 | 5.39 | 12,366 | 6.12 | 48,889 | 6.39 | % | 73,912 | 6.20 | |||||||||||||||||||||||||||||
Taxable
municipal bonds
|
1,005 | 3.85 | -- | -- | -- | -- | 654 | 5.61 | 1,659 | 4.54 | ||||||||||||||||||||||||||||||
Mortgage-backed
securities
|
-- | -- | -- | -- | 907 | 4.77 | -- | -- | 907 | 4.77 | ||||||||||||||||||||||||||||||
Other
securities
|
1 | -- | -- | -- | -- | -- | -- | -- | 1 | -- | ||||||||||||||||||||||||||||||
Total
held to maturity
|
$ | 2,611 | 5.66 | % | $ | 13,029 | 5.27 | % | $ | 15,227 | 5.79 | % | $ | 49,543 | 6.38 | % | $ | 80,410 | 6.06 | % | ||||||||||||||||||||
Federal
Home Loan Bank stock
|
$ | -- | -- | % | $ | -- | -- | % | $ | -- | -- | % | $ | -- | -- | % | $ | 4,671 | 0.60 | % |
______________
|
|
(1)
|
Yields
on tax exempt obligations are computed on a tax equivalent
basis.
|
23
Deposit
Activities and Other Sources of Funds
General. Deposits
and loan repayments are the major sources of our funds for lending and other
investment purposes. Scheduled loan repayments are a relatively
stable source of funds, while deposit inflows and outflows and loan prepayments
are influenced significantly by general interest rates and market
conditions. Borrowings from the Federal Home Loan Bank of Seattle are
used to supplement the availability of funds from other sources and also as a
source of term funds to assist in the management of interest rate
risk.
Our deposit composition reflects a
mixture of noninterest-bearing accounts, NOW accounts, statement savings
accounts, money market accounts and certificates of deposit. We rely
on marketing activities, convenience, customer service and the availability of a
broad range of deposit products and services to attract and retain customer
deposits.
Deposits. Substantially
all of our depositors are residents of Washington State. Deposits are
attracted from within our market area through the offering of a broad selection
of deposit instruments, including checking accounts, money market deposit
accounts, statement savings accounts and certificates of deposit with a variety
of rates. Deposit account terms vary according to the minimum balance
required, the time periods the funds must remain on deposit and the interest
rate, among other factors. In determining the terms of our deposit
accounts, we consider the development of long term profitable customer
relationships, current market interest rates, current maturity structure and
deposit mix, our
customer preferences and the profitability of acquiring customer deposits
compared to alternative sources.
At December 31, 2007, our deposits
totaled $729.5 million. We had $346.2 million of jumbo ($100,000 or
more) certificates of deposit of which $65.3 million were public funds, which
represent 47.46% and 8.95%, respectively, of total deposits at December 31,
2007. There were no brokered deposits at December 31,
2007.
In the unlikely event we are
liquidated, depositors will be entitled to full payment of their deposit
accounts prior to any payment being made to First Financial Northwest, as the
sole shareholder of First Savings Bank.
Deposit
Activities. The following table sets forth our total deposit
activities for the periods indicated.
Year
Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(In
Thousands)
|
||||||||||||
Beginning
balance
|
$ | 750,710 | $ | 689,502 | $ | 666,271 | ||||||
Net
increase (decrease) in deposits
before
interest credited
|
(54,687 | ) | 31,789 | 1,625 | ||||||||
Interest
credited
|
33,471 | 29,419 | 21,606 | |||||||||
Net
increase (decrease) in deposits
|
(21,216 | ) | 61,208 | 23,231 | ||||||||
Ending
balance
|
$ | 729,494 | $ | 750,710 | $ | 689,502 |
24
The following table sets forth
information concerning our certificates of deposit and other deposits at
December 31, 2007.
Weighted
|
|||||||||||||||||
Average
|
Percentage
|
||||||||||||||||
Interest
|
Minimum
|
of
Total
|
|||||||||||||||
Rate
|
Term
|
Category
|
Amount
|
Balance
|
Deposits
|
||||||||||||
(In
Thousands)
|
|||||||||||||||||
--%
|
N/A |
Noninterest-bearing
demand accounts
|
$ | 1,652 | N/A | 0.23% | |||||||||||
0.67
|
N/A |
NOW
accounts
|
12,428 | N/A | 1.70 | ||||||||||||
1.75
|
N/A |
Statement
savings accounts
|
11,591 | N/A | 1.59 | ||||||||||||
2.66
|
N/A |
Money
market accounts
|
161,433 | N/A | 22.13 | ||||||||||||
Certificates
of deposit
|
|||||||||||||||||
3.65
|
3
month
|
831 | $ | 1,000 | |||||||||||||
4.89
|
6
month
|
5,450 | 1,000 | ||||||||||||||
3.89
|
9
month
|
210 | 1,000 | ||||||||||||||
4.95
|
Variable
12 month
|
507 | 1,000 | ||||||||||||||
5.08
|
12
month
|
314,816 | 1,000 | ||||||||||||||
4.68
|
18
month
|
7,062 | 1,000 | ||||||||||||||
4.44
|
24
month
|
16,631 | 1,000 | ||||||||||||||
4.76
|
30
month
|
45,323 | 1,000 | ||||||||||||||
4.67
|
36
month
|
13,071 | 1,000 | ||||||||||||||
5.02
|
48
month
|
132,015 | 1,000 | ||||||||||||||
4.40
|
60
month
|
6,374 | 1,000 | ||||||||||||||
5.15
|
72
month
|
100 | 1,000 | ||||||||||||||
Total
Certificates
|
542,390 | 74.35 | |||||||||||||||
TOTAL
|
$ | 729,494 | 100.00% |
Certificates of
Deposit. The following table sets forth the amount and
maturities of certificates of deposit at December 31, 2007.
Amount
Due
|
||||||||||||||||||||||||
After
1 Year
|
After
2 Years
|
After
3 Years
|
||||||||||||||||||||||
Within
|
Through
|
Through
|
Through
|
Beyond
|
||||||||||||||||||||
1
Year
|
2
Years
|
3
Years
|
4
Years
|
4
Years
|
Total
|
|||||||||||||||||||
(In
Thousands)
|
||||||||||||||||||||||||
1.01
- 2.00%
|
$ | -- | $ | -- | $ | 3 | $ | -- | $ | -- | $ | 3 | ||||||||||||
2.01
- 3.00%
|
-- | -- | -- | -- | -- | -- | ||||||||||||||||||
3.01
- 4.00%
|
5,754 | 1,541 | -- | -- | -- | 7,295 | ||||||||||||||||||
4.01
- 5.00%
|
102,000 | 44,506 | 23,486 | 5,662 | 266 | 175,920 | ||||||||||||||||||
5.01
- 6.00%
|
279,955 | 18,281 | 25,087 | 29,501 | 6,348 | 359,172 | ||||||||||||||||||
Total
|
$ | 387,709 | $ | 64,328 | $ | 48,576 | $ | 35,163 | $ | 6,614 | $ | 542,390 |
25
The following table indicates the
amount of our jumbo certificates of deposit by time remaining until maturity as
of December 31, 2007. Jumbo certificates of deposit are certificates
in amounts of $100,000 or more.
Certificates
|
||||
Maturity
Period
|
of
Deposit
|
|||
(In
Thousands)
|
||||
Three
months or less
|
$ | 48,819 | ||
Over
three through six months
|
59,802 | |||
Over
six through twelve months
|
126,813 | |||
Over
twelve months
|
110,717 | |||
Total
|
$ | 346,151 |
Deposit Flow. The
following table sets forth the balances of deposits in the various types of
accounts we offered at the dates indicated.
At
December 31,
|
||||||||||||||||||||||||
2007
|
2006
|
2005
|
||||||||||||||||||||||
Percent
|
Percent
|
Percent
|
||||||||||||||||||||||
of
|
of
|
of
|
||||||||||||||||||||||
Amount
|
Total
|
Amount
|
Total
|
Amount
|
Total
|
|||||||||||||||||||
(Dollars in Thousands)
|
||||||||||||||||||||||||
Noninterest-bearing
accounts
|
$ | 1,652 | 0.23 | % | $ | 3,737 | 0.50 | % | $ | 1,204 | 0.17 | % | ||||||||||||
NOW
accounts
|
12,428 | 1.70 | 10,104 | 1.34 | 13,140 | 1.91 | ||||||||||||||||||
Statement
savings accounts
|
11,591 | 1.59 | 14,280 | 1.90 | 19,157 | 2.78 | ||||||||||||||||||
Money
market accounts
|
161,433 | 22.13 | 198,178 | 26.40 | 179,488 | 26.03 | ||||||||||||||||||
Certificates
of deposit:
|
||||||||||||||||||||||||
1.01
- 2.00%
|
3 | -- | -- | -- | 735 | 0.11 | ||||||||||||||||||
2.01
- 3.00%
|
-- | -- | 2,446 | 0.33 | 26,701 | 3.87 | ||||||||||||||||||
3.01
- 4.00%
|
7,295 | 1.00 | 46,760 | 6.23 | 203,438 | 29.51 | ||||||||||||||||||
4.01
- 5.00%
|
175,920 | 24.12 | 219,413 | 29.23 | 227,660 | 33.01 | ||||||||||||||||||
5.01
- 6.00%
|
359,172 | 49.23 | 255,792 | 34.07 | 16,526 | 2.40 | ||||||||||||||||||
6.01
- 7.00%
|
-- | -- | -- | -- | 1,453 | 0.21 | ||||||||||||||||||
Total
certificates
|
||||||||||||||||||||||||
of
deposit
|
542,390 | 74.35 | 524,411 | 69.86 | 476,513 | 69.11 | ||||||||||||||||||
Total
|
$ | 729,494 | 100.00 | % | $ | 750,710 | 100.00 | % | $ | 689,502 | 100.00 | % |
Borrowings. Customer
deposits are the primary source of funds for our lending and investment
activities. We use advances from the Federal Home Loan Bank of
Seattle to supplement our supply of lendable funds to meet short-term deposit
withdrawal requirements and also to provide longer term funding to better match
the duration of selected loan and investment maturities.
As one of our capital management
strategies, we have used advances from the Federal Home Loan Bank of Seattle to
fund loan originations in order to increase our net interest
income. We will continue to utilize leverage strategies within
applicable regulatory requirements or restrictions. Such borrowings
would be expected to primarily consist of Federal Home Loan Bank of Seattle
advances.
As a member of the Federal Home Loan
Bank of Seattle, we are required to own capital stock in the Federal Home Loan
Bank of Seattle and are authorized to apply for advances on the security of that
stock and certain of our mortgage loans and other assets (principally securities
which are obligations of, or guaranteed by, the U.S. Government) provided
certain creditworthiness standards have been met. Advances are
individually made under various terms pursuant to several different credit
programs, each with its own interest rate and range of
maturities.
26
Depending
on the program, limitations on the amount of advances are based on the financial
condition of the member institution and the adequacy of collateral pledged to
secure the credit. We maintain a committed credit facility with the
Federal Home Loan Bank of Seattle that provides for immediately available
advances, which at December 31, 2007 was $331.8 million. During the
mutual to stock conversion, First Savings Bank experienced larger levels of
liquidity on a daily basis. First Savings Bank utilized this excess
liquidity to reduce its interest costs by reducing its daily balances in
advances. At December 31, 2007, outstanding advances to First Savings
Bank from the Federal Home Loan Bank of Seattle totaled $96.0
million.
The following table sets forth
information regarding Federal Home Loan Bank of Seattle advances by us at the
end of and during the periods indicated. The table includes both
long- and short-term borrowings.
Year
Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(Dollars
in Thousands)
|
||||||||||||
Maximum
amount of borrowing outstanding
|
||||||||||||
at
any month end:
|
||||||||||||
Federal
Home Loan Bank advances
|
$ | 224,000 | $ | 147,000 | $ | 90,000 | ||||||
Approximate
average borrowing outstanding:
|
||||||||||||
Federal
Home Loan Bank advances
|
$ | 149,365 | $ | 119,966 | $ | 12,616 | ||||||
Approximate
weighted average rate paid on:
|
||||||||||||
Federal
Home Loan Bank advances
|
5.37 | % | 5.22 | % | 4.53 | % |
At
December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(Dollars
in Thousands)
|
||||||||||||
Balance
outstanding at end of period:
|
||||||||||||
Federal
Home Loan Bank advances
|
$ | 96,000 | $ | 147,000 | $ | 90,000 | ||||||
Weighted
average rate paid on:
|
||||||||||||
Federal
Home Loan Bank advances
|
4.32 | % | 5.52 | % | 4.29 | % |
Subsidiaries
and Other Activities
First Financial Northwest.
First Financial Northwest has two wholly-owned subsidiaries, First
Savings Bank and First Financial Diversified. First Financial
Diversified primarily provides escrow services to First Savings Bank and its
subsidiary, Executive House, other major area lenders and some private
individuals. First Financial Diversified also offers limited consumer
loans to First Savings Bank=s customers,
which consist of short-term unsecured loans, second mortgages and, to a lesser
extent, home equity loans. At December 31, 2007, loans from First
Financial Diversified represented less than one percent of the Company=s loan
portfolio.
First Savings
Bank. First Savings Bank is a community-based savings bank
primarily serving King and to a lesser extent, Pierce and Snohomish counties,
Washington through our full-service banking office and automated teller
machine. We are in the business of attracting deposits from the
public and utilizing those deposits to originate loans. Our recent
business strategy has included an increased emphasis on the expansion of
construction/land development and commercial real estate
lending. Consistent with this strategy, First Savings Bank acquired
Executive House, Inc. in December 2005 for the purpose of preserving a business
relationship of over 30 years. Executive House is the only
wholly-owned subsidiary of First Savings Bank and its primary function is to
provide multi-family, commercial real estate and construction/land development
loans for First Savings Bank. Prior to its acquisition in 2005,
Executive House represented approximately $218.1 million and $58.7 million, or
71% and 47%
27
of
First Savings Bank=s loan
production volume during the years ended December 31, 2005 and 2004,
respectively, and serviced approximately $351.4 million and $188.8 million, or
57% and 46% of First Savings Bank=s loan
portfolio at December 31, 2005 and 2004, respectively. During 2007,
loan originations by Executive House represented approximately $340.8 million,
or 78.45% of the Company=s total loan
production volume.
Effective January 1, 2008, the lending
operations of Executive House were assumed by First Savings Bank, creating a
commercial lending division of First Savings Bank while retaining Executive
House=s
commercial/construction lending emphasis.
Competition
We face intense competition in
originating loans and in attracting deposits within our targeted geographic
market. We compete by consistently delivering high-quality, personal
service to our customers that result in a high level of customer
satisfaction.
With our one office in King County, and
none outside of this county, we currently rank eighth in terms of deposits with
a deposit market share of 1.77%, among the 60 federally insured depository
institutions in King County, our primary market. Our key competitors
are Banner Bank, Columbia State Bank, First Mutual Bank, Frontier Bank, US Bank
and Washington Mutual. These competitors control approximately 28.0%
of the King County deposit market with deposits of $13.8 billion, of the $49.3
billion total deposits in King County as of June 30, 2007. Outside of
our stated key competitors, there is one competitor that has over 34.0% control
of the King County deposit market and has 96 offices in King County and over
5,600 offices outside King County. In addition, of our key and
non-key competitors, five have over 75.0% control of the deposits in King
County. Aside from these traditional competitors, credit unions,
insurance companies and brokerage firms are an increasingly competing challenge
for consumer deposit relationships.
Our competition for loans comes
principally from commercial banks, mortgage brokers, thrift institutions, credit
unions and finance companies. Several other financial
institutions, including those previously mentioned, have greater resources than
we do and compete with us for banking business in our targeted market
area. These national institutions have far more resources than we do
and as a result are able to offer a broader range of services such as trust
departments, business lending, merchant banking and enhanced retail
services. Among the advantages of some of these institutions are
their ability to make larger loans, finance extensive advertising campaigns,
access lower cost funding sources and allocate their investment assets to
regions of highest yield and demand. The challenges posed by such
large competitors may impact our ability to originate loans, secure low cost
deposits and establish product pricing levels that support our net interest
margin goals, which may limit our future growth and earnings
prospects.
Natural
Disasters
King, Pierce and Snohomish counties,
where substantially all of the real and personal properties securing our loans
are located, is an earthquake-prone region. We have not suffered any
losses in the last five years from earthquake damage to collateral secured
loans, which include the February 2001 major earthquake in the
region. Although we have experienced no losses related to
earthquakes, a major earthquake could result in material loss to us in two
primary ways. If an earthquake damages real or personal properties
collateralizing outstanding loans to the point of insurable loss, material loss
would be suffered to the extent that the properties are uninsured or
inadequately insured. A substantial number of our borrowers do not
have insurance which provides for coverage as a result of losses from
earthquakes. In addition, if the collateralized properties are only
damaged and not destroyed to the point of total insurable loss, borrowers may
suffer sustained job interruptions or job loss, which may materially impair
their ability to meet the terms of their loan obligations. While risk
of credit loss can be insured against by, for example, job interruption
insurance or Aumbrella@ insurance
policies, such forms of insurance often are beyond the financial means of many
individuals. Accordingly, for most individuals, sustained job
interruption or job loss would likely result in financial hardship that could
lead to delinquency in their financial obligations or even
bankruptcy.
28
Accordingly,
no assurances can be given that a major earthquake in our primary market area
will not result in material losses to us.
Employees
At December 31, 2007, we had 78
full-time employees and one part-time employee. Our employees are not
represented by any collective bargaining group. We consider our
employee relations to be good.
How
We Are Regulated
The following is a brief description of
certain laws and regulations which are applicable to First Financial Northwest
and First Savings Bank. Legislation is introduced from time to time
in the United States Congress that may affect the operations of First Financial
Northwest and First Savings Bank. In addition, the regulations
governing us may be amended from time to time by the respective
regulators. Any such legislation or regulatory changes in the future
could adversely affect us. We cannot predict whether any such changes
may occur.
As part of the conversion and
reorganization, First Savings Bank elected, pursuant to Section 10(l) of the
Home Owners= Loan Act,
as amended, to be treated as a savings association. As a result,
First Financial Northwest is a registered savings and loan holding company
subject to regulation of the Office of Thrift Supervision. First
Savings Bank continues to be regulated by the Washington Department of Financial
Institutions and the Federal Deposit Insurance Corporation.
Regulation and Supervision of First
Savings Bank
General. As a
state-chartered savings bank, First Savings Bank is subject to applicable
provisions of Washington law and regulations of the Washington State Department
of Financial Institutions. State law and regulations govern First
Savings Bank=s ability to
take deposits and pay interest, to make loans on or invest in residential and
other real estate, to make consumer loans, to invest in securities, to offer
various banking services to its customers, and to establish branch
offices. Under state law, savings banks in Washington State also
generally have all of the powers that federal savings banks have under federal
laws and regulations. First Savings Bank is subject to periodic
examination and reporting requirements by and of the Washington State Department
of Financial Institutions.
Insurance of Accounts and Regulation
by the FDIC. First Savings Bank is a member of the Deposit
Insurance Fund, or DIF, which is administered by the Federal Deposit Insurance
Corporation. The Federal Deposit Insurance Corporation insures
deposits up to the applicable limits and this insurance is backed by the full
faith and credit of the United States government. As insurer, the
Federal Deposit Insurance Corporation imposes deposit insurance premiums and is
authorized to conduct examinations of and to require reporting by institutions
insured by the Federal Deposit Insurance Corporation. It also may
prohibit any institution insured by the Federal Deposit Insurance Corporation
from engaging in any activity determined by regulation or order to pose a
serious risk to the institution. The Federal Deposit
Insurance Corporation also has the authority to initiate enforcement actions
against savings institutions and may terminate the deposit insurance if it
determines that an institution has engaged in unsafe or unsound practices or is
in an unsafe or unsound condition.
Under regulations effective January 1,
2007, the Federal Deposit Insurance Corporation adopted a new risk-based premium
system that provides for quarterly assessments based on an insured
institution=s ranking in
one of four risk categories based upon supervisory and capital
evaluations. Well-capitalized institutions (generally those with
capital adequacy, asset quality, management, earnings and liquidity, or ACAMELS@ composite
ratings of 1 or 2) are grouped in Risk Category I and assessed for deposit
insurance at an annual rate of between five and seven basis
points. The assessment rate for an individual institution is
determined according to a formula based on a weighted average of the
institution=s individual
CAMEL component ratings plus either five financial ratios or, in the case of an
institution with assets of $10.0 billion or more, the average ratings of its
long-term debt. Institutions in Risk Categories II, III and IV are
assessed at annual rates of 10, 28 and 43 basis points,
respectively.
29
Deposit Insurance Fund-insured
institutions are required to pay a Financing Corporation assessment, in order to
fund the interest on bonds issued to resolve thrift failures in the
1980s. For the semi-annual period ended December 31, 2007, the
Financing Corporation assessment equaled 1.25 basis points for each $100 in
domestic deposits. These assessments, which may be revised based upon
the level of DIF deposits, will continue until the bonds mature in the years
2017 through 2019.
The Federal Deposit Insurance
Corporation may terminate the deposit insurance of any insured depository
institution, including First Savings Bank, if it determines after a hearing that
the institution has engaged or is engaging in unsafe or unsound practices, is in
an unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, order or any condition imposed by an agreement with
the Federal Deposit Insurance Corporation. It also may suspend
deposit insurance temporarily during the hearing process for the permanent
termination of insurance, if the institution has no tangible
capital. If insurance of accounts is terminated, the accounts at the
institution at the time of the termination, less subsequent withdrawals, shall
continue to be insured for a period of six months to two years, as determined by
the Federal Deposit Insurance Corporation. Management is aware of no
existing circumstances which would result in termination of First Savings
Bank=s
deposit insurance.
Capital
Requirements. Federally insured savings institutions, such as
First Savings Bank, are required to maintain a minimum level of regulatory
capital. Federal Deposit Insurance Corporation regulations recognize
two types, or tiers, of capital: core (ATier 1@) capital
and supplementary (ATier 2@)
capital. Tier 1 capital generally includes common shareholders= equity and
noncumulative perpetual preferred stock, less most intangible
assets. Tier 2 capital, which is limited to 100 percent of Tier 1
capital, includes such items as qualifying general loan loss reserves,
cumulative perpetual preferred stock, mandatory convertible debt, term
subordinated debt and limited life preferred stock; however, the amount of term
subordinated debt and intermediate term preferred stock (original maturity of at
least five years but less than 20 years) that may be included in Tier 2 capital
is limited to 50 percent of Tier 1 capital.
The Federal Deposit Insurance
Corporation currently measures an institution=s capital
using a leverage limit together with certain risk-based ratios. The
Federal Deposit Insurance Corporation=s minimum
leverage capital requirement specifies a minimum ratio of Tier 1 capital to
average total assets. Most banks are required to maintain a minimum
leverage ratio of at least 4% to 5% of total assets. At December 31,
2007, First Savings Bank had a Tier 1 leverage capital ratio of
16.62%. The Federal Deposit Insurance Corporation retains the right
to require a particular institution to maintain a higher capital level based on
its particular risk profile.
Federal Deposit Insurance Corporation
regulations also establish a measure of capital adequacy based on ratios of
qualifying capital to risk-weighted assets. Assets are placed in one
of four categories and given a percentage weight based on the relative risk of
that category. In addition, certain off-balance-sheet items are
converted to balance-sheet credit equivalent amounts, and each amount is then
assigned to one of the four categories. Under the guidelines, the
ratio of total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted
assets must be at least 8%, and the ratio of Tier 1 capital to risk-weighted
assets must be at least 4%. In evaluating the adequacy of a bank=s capital,
the Federal Deposit Insurance Corporation may also consider other factors that
may affect the bank=s financial
condition, such as interest rate risk exposure, liquidity, funding and market
risks, the quality and level of earnings, concentration of credit risk, risks
arising from nontraditional activities, loan and investment quality, the
effectiveness of loan and investment policies, and management=s ability to
monitor and control financial operating risks.
The Washington Department of Financial
Institutions requires that net worth equal at least five percent of total
assets.
30
The table below sets forth First
Savings Bank's capital position relative to its FDIC capital requirements at
December 31, 2007. The definitions of the terms used in the table are
those provided in the capital regulations issued by the FDIC, and First Savings
Bank has not been notified by the FDIC of any higher capital requirements
specifically applicable to it.
At
December 31
|
||||||||||||||||
2007
|
2006
|
|||||||||||||||
Percent
of
|
Percent
of
|
|||||||||||||||
Amount
|
Assets
(1)
|
Amount
|
Assets
|
|||||||||||||
(Dollars
in thousands)
|
||||||||||||||||
Bank
equity capital under GAAP
|
$ | 198,095 | $ | 95,192 | ||||||||||||
Total
risk-based capital
|
$ | 192,784 | 25.91 | % | $ | 85,385 | 14.56 | % | ||||||||
Total
risk-based capital requirement
|
59,522 | 8.00 | 46,924 | 8.00 | ||||||||||||
Excess
|
$ | 133,262 | 17.91 | % | $ | 38,461 | 6.56 | % | ||||||||
Tier
1 (leverage) capital (2)
|
$ | 184,843 | 24.84 | % | $ | 83,444 | 14.23 | % | ||||||||
Tier
1 (leverage) capital requirement
|
29,761 | 4.00 | 23,462 | 4.00 | ||||||||||||
Excess
|
$ | 155,082 | 20.84 | % | $ | 59,982 | 10.23 | % | ||||||||
Tier
1 risk adjusted capital
|
$ | 184,843 | 16.62 | % | $ | 83,444 | 8.61 | % | ||||||||
Tier
1 risk adjusted capital requirement
|
44,498 | 4.00 | 38,753 | 4.00 | ||||||||||||
Excess
|
$ | 140,345 | 12.62 | % | $ | 44,691 | 4.61 | % |
_______________
(1)
|
For
the Tier 1 (leverage) capital and Washington regulatory capital
calculations, percent of total average assets of $1.1
billion. For the Tier 1 risk-based capital and total risk-based
capital calculations, percent of total risk-weighted assets of $744.0
million.
|
(2)
|
As
a Washington-chartered savings bank, First Savings Bank is subject to the
capital requirements of the FDIC and the Division. The FDIC
requires state-chartered savings banks, including First Savings Bank, to
have a minimum leverage ratio of Tier 1 capital to total assets of at
least 4%, provided, however, that all institutions, other than those (i)
receiving the highest rating during the examination process and (ii) not
anticipating any significant growth, are required to maintain a ratio of
1% to 2% above the stated minimum, with an absolute total capital to
risk-weighted assets of at least
8%.
|
First Savings Bank=s management
believes that, under the current regulations, First Savings Bank will continue
to meet its minimum capital requirements in the foreseeable
future. However, events beyond the control of First Savings Bank,
such as a downturn in the economy in areas where it has most of its loans, could
adversely affect future earnings and, consequently, the ability of First Savings
Bank to meet its capital requirements.
Standards for Safety and
Soundness. The federal banking regulatory agencies have
prescribed, by regulation, guidelines for all insured depository institutions
relating to: internal controls, information systems and internal audit systems;
loan documentation; credit underwriting; interest rate risk exposure; asset
growth; asset quality; earnings and compensation, fees and
benefits. The guidelines set forth the safety and soundness standards
that the federal banking agencies use to identify and address problems at
insured depository institutions before capital becomes impaired. If
the Federal Deposit Insurance Corporation determines that First Savings Bank
fails to meet any standard prescribed by the guidelines, it may require First
Savings Bank to submit an acceptable plan to achieve compliance with the
standard.
31
Activities and Investments of Insured
State-Chartered Financial Institutions. Federal law generally
limits the activities and equity investments of Federal Deposit Insurance
Corporation-insured, state-chartered banks to those that are permissible for
national banks. An insured state bank is not prohibited from, among
other things, (1) acquiring or retaining a majority interest in a subsidiary,
(2) investing as a limited partner in a partnership the sole purpose of which is
direct or indirect investment in the acquisition, rehabilitation or new
construction of a qualified housing project, provided that such limited
partnership investments may not exceed 2% of the bank=s total
assets, (3) acquiring up to 10% of the voting stock of a company that solely
provides or reinsures directors=,
trustees= and
officers=
liability insurance coverage or bankers= blanket
bond group insurance coverage for insured depository institutions, and (4)
acquiring or retaining the voting shares of a depository institution if certain
requirements are met.
Washington State has enacted a law
regarding financial institution parity. Primarily, the law affords
Washington-chartered commercial banks the same powers as Washington-chartered
savings banks. In order for a bank to exercise these powers, it must
provide 30 days notice to the Director of Financial Institutions and the
Director must authorize the requested activity. In addition, the law
provides that Washington-chartered commercial banks may exercise any of the
powers that the Federal Reserve has determined to be closely related to the
business of banking and the powers of national banks, subject to the approval of
the Director in certain situations. The law also provides that
Washington-chartered savings banks may exercise any of the powers of
Washington-chartered commercial banks, national banks and federally-chartered
savings banks, subject to the approval of the Director in certain
situations. Finally, the law provides additional flexibility for
Washington-chartered commercial and savings banks with respect to interest rates
on loans and other extensions of credit. Specifically, they may
charge the maximum interest rate allowable for loans and other extensions of
credit by federally-chartered financial institutions to Washington
residents.
Environmental Issues Associated With
Real Estate Lending. The Comprehensive Environmental Response,
Compensation and Liability Act (ACERCLA@) is a
federal statute that generally imposes strict liability on, all prior and
present Aowners and
operators@ of sites
containing hazardous waste. However, Congress asked to protect
secured creditors by providing that the term Aowner and
operator@ excludes a
person whose ownership is limited to protecting its security interest in the
site. Since the enactment of the CERCLA, this Asecured
creditor exemption@ has been
the subject of judicial interpretations which have left open the possibility
that lenders could be liable for cleanup costs on contaminated property that
they hold as collateral for a loan.
To the extent that legal uncertainty
exists in this area, all creditors, including First Savings Bank, that have made
loans secured by properties with potential hazardous waste contamination (such
as petroleum contamination) could be subject to liability for cleanup costs,
which costs often substantially exceed the value of the collateral
property.
Federal Reserve
System. The Federal Reserve Board requires that all depository
institutions maintain reserves on transaction accounts or non-personal time
deposits. These reserves may be in the form of cash or
non-interest-bearing deposits with the regional Federal Reserve
Bank. Negotiable order of withdrawal (NOW) accounts and other types
of accounts that permit payments or transfers to third parties fall within the
definition of transaction accounts and are subject to the reserve requirements,
as are any non-personal time deposits at a savings bank. As of
December 31, 2007, First Savings Bank=s deposit
with the Federal Reserve Bank and vault cash exceeded its reserve
requirements.
Affiliate
Transactions. Federal laws strictly limit the ability of banks
to engage in certain transactions with their affiliates, including their bank
holding companies. Transactions deemed to be a Acovered
transaction@ under
Section 23A of the Federal Reserve Act and between a subsidiary bank and its
parent company or the nonbank subsidiaries of the bank holding company are
limited to 10% of the bank subsidiary=s capital
and surplus and, with respect to the parent company and all such nonbank
subsidiaries, to an aggregate of 20% of the bank subsidiary=s capital
and surplus. Further, covered transactions that are loans and
extensions of credit generally are required to be secured by eligible collateral
in specified amounts. Federal law also requires that covered
transactions and certain
32
other transactions listed in Section 23B of the Federal Reserve Act
between a bank and its affiliates be on terms as favorable to the bank as
transactions with non-affiliates.
Community Reinvestment
Act. Banks are also subject to the provisions of the Community
Reinvestment Act of 1977, which requires the appropriate federal bank regulatory
agency to assess a bank=s record in
meeting the credit needs of the community serviced by the bank, including low
and moderate income neighborhoods. The regulatory agency=s assessment
of the bank=s record is
made available to the public. Further, an assessment is required of
any bank which has applied to establish a new branch office that will accept
deposits, relocate an existing office or merge or consolidate with, or acquire
the assets or assume the liabilities of, a federally regulated financial
institution. First Savings Bank received a Asatisfactory@ rating
during its most recent examination.
Dividends. Dividends from
First Savings Bank constitute the major source of funds for dividends which may
be paid by First Financial Northwest to shareholders. The amount of
dividends payable by First Savings Bank to First Financial Northwest depends
upon First Savings Bank=s earnings
and capital position, and is limited by federal and state
laws. According to Washington law, First Savings Bank may not declare
or pay a cash dividend on its capital stock if it would cause its net worth to
be reduced below (1) the amount required for liquidation accounts or (2) the net
worth requirements, if any, imposed by the Director of the Washington Department
of Financial Institutions. Dividends on First Savings Bank=s capital
stock may not be paid in an aggregate amount greater than the aggregate retained
earnings of First Savings Bank, without the approval of the Director of the
Washington Department of Financial Institutions.
The amount of dividends actually paid
during any one period is strongly affected by First Savings Bank=s policy of
maintaining a strong capital position. Federal law further provides
that no insured depository institution may pay a cash dividend if it would cause
the institution to be Aundercapitalized,@ as defined
in the prompt corrective action regulations. Moreover, the federal
bank regulatory agencies also have the general authority to limit the dividends
paid by insured banks if such payments are deemed to constitute an unsafe and
unsound practice.
Privacy
Standards. The Gramm-Leach-Bliley Act modernized the financial
services industry by establishing a comprehensive framework to permit
affiliations among commercial banks, insurance companies, securities firms and
other financial service providers. First Savings Bank is subject to
Federal Deposit Insurance Corporation regulations implementing the privacy
protection provisions of the Gramm-Leach-Bliley Act. These
regulations require First Savings Bank to disclose its privacy policy, including
identifying with whom it shares Anon-public
personal information,@ to
customers at the time of establishing the customer relationship and annually
thereafter.
Anti-Money Laundering and Customer
Identification. Congress enacted the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (the AUSA Patriot
Act@)
on October 26, 2001 in response to the terrorist events of September 11,
2001. The USA Patriot Act gives the federal government new powers to
address terrorist threats through enhanced domestic security measures, expanded
surveillance powers, increased information sharing and broadened anti-money
laundering requirements. Since its enactment, Congress has ratified certain
expiring provisions of the USA Patriot Act.
Regulation and Supervision of First
Financial Northwest
General. First
Financial Northwest is subject to regulation as a savings and loan holding
company under the Home Owners= Loan Act,
as amended, instead of being subject to regulation as a bank holding company
under the Bank Holding Company Act of 1956 because First Savings Bank made an
election in under Section 10(l) of the Home Owners= Loan Act,
in connection with the mutual to stock conversion, to be treated as a
Asavings
association@ for
purposes of Section 10 of the Home Owners= Loan
Act. As a result, First Financial Northwest registered with the
Office of Thrift Supervision and is subject to Office of Thrift Supervision
regulations, examinations, supervision and reporting requirements relating to
savings and loan holding companies. First Financial Northwest is also
required to file certain reports with, and otherwise comply with the rules and
regulations of the Securities and Exchange
33
Commission. As a subsidiary of a savings and loan holding
company, First Savings Bank is subject to certain restrictions in its dealings
with First Financial Northwest and affiliates thereof.
First Financial Northwest is a
nondiversified unitary savings and loan holding company within the meaning of
federal law. Generally, companies that become savings and loan
holding companies following the May 4, 1999 grandfather date in the
Gramm-Leach-Bliley Act of 1999 may engage only in the activities permitted for
financial institution holding companies under the law for multiple savings and
loan holding companies.
Although savings and loan holding
companies are not currently subject to specific capital requirements or specific
restrictions on the payment of dividends or other capital distributions, federal
regulations do prescribe such restrictions on subsidiary savings institutions as
described below. First Savings Bank must notify the Office of Thrift
Supervision 30 days before declaring any dividend to First Financial
Northwest. In addition, the financial impact of a holding company on
its subsidiary institution is a matter that is evaluated by the Office of Thrift
Supervision and the Office of
Thrift Supervision has authority to order cessation of activities or divestiture
of subsidiaries deemed to pose a threat to the safety and soundness of the
institution.
Acquisition of
Control. Under the federal Change in Bank Control Act, a
notice must be submitted to the Office of Thrift Supervision if any person
(including a company), or group acting in concert, seeks to acquire Acontrol@ of a
savings and loan holding company or savings association. An
acquisition of control can occur upon the acquisition of 10% or more of the
voting stock of a savings and loan holding company or savings institution or as
otherwise defined by the Office of Thrift Supervision. Under the
Change in Bank Control Act, the Office of Thrift Supervision has 60 days from
the filing of a complete notice to act, taking into consideration certain
factors, including the financial and managerial resources of the acquiror and
the anti-trust effects of the acquisition. Any company that so
acquires control would then be subject to regulation as a savings and loan
holding company.
Qualified Thrift Lender
Test. Under Section 2303 of the Economic Growth and Regulatory
Paperwork Reduction Act of 1996, a savings association can comply with the
Qualified Thrift Lender test by either meeting the Qualified Thrift Lender test
set forth in the Home Owners= Loan Act
and implementing regulations or qualifying as a domestic building and loan
association as defined in Section 7701(a)(19) of the Internal Revenue Code of
1986. A savings bank subsidiary of a savings and loan holding company
that does not comply with the Qualified Thrift Lender test must comply with the
following restrictions on its operations:
|
$
|
the
institution may not engage in any new activity or make any new investment,
directly or indirectly, unless the activity or investment is permissible
for a national bank;
|
|
$
|
the
branching powers of the institution are restricted to those of a national
bank; and
|
|
$
|
payment
of dividends by the institution are subject to the rules regarding payment
of dividends by a national bank.
|
Upon the
expiration of three years from the date the institution ceases to meet the
Qualified Thrift Lender test, it must cease any activity and not retain any
investment not permissible for a national bank (subject to safety and soundness
considerations).
As of December 31, 2007, First Savings
Bank maintained 81.03% of its portfolio assets in qualified thrift investments
and, therefore, met the Qualified Thrift Lender test.
Limitations on Transactions with
Affiliates. Transactions between savings institutions and any
affiliate are governed by Sections 23A and 23B of the Federal Reserve
Act. An affiliate of a savings institution is any company or entity
which controls, is controlled by or is under common control with the savings
institution. In a holding company context, the holding
company and any companies which are controlled by such holding companies are
affiliates of the savings institution. Generally, Section 23A limits
the extent to which the savings institution or its subsidiaries may engage in
Acovered
transactions@ with any
one affiliate to an amount equal to 10% of the
34
institution=s capital
stock and surplus, and contain an aggregate limit on all such transactions with
all affiliates to an amount equal to 20% of such capital stock and
surplus. Section 23B applies to Acovered
transactions@ as well as
certain other transactions and requires that all transactions be on terms
substantially the same, or at least as favorable, to the savings institution as
those provided to a non-affiliate. The term Acovered
transaction@ includes
the making of loans to, purchase of assets from and issuance of a guarantee to
an affiliate and similar transactions. Section 23B transactions also
include the provision of services and the sale of assets by a savings
institution to an affiliate. In addition to the restrictions imposed
by Sections 23A and 23B, Section 11 of the Home Owners= Loan Act
prohibits a savings institution from (1) making a loan or other extension of
credit to an affiliate, except for any affiliate which engages only in certain
activities which are permissible for bank holding companies or (2) purchasing or
investing in any stocks, bonds, debentures, notes or similar obligations of any
affiliate, except for affiliates which are subsidiaries of the savings
institution.
In addition, Sections 22(g) and (h) of
the Federal Reserve Act place restrictions on loans to executive officers,
directors and principal shareholders. Under Section 22(h), loans to a
director, executive officer or greater than 10% shareholder of a savings
institution, and certain affiliated interests, may not exceed, together with all
other outstanding
loans to such person and affiliated interests, the savings institution=s loans to
one borrower limit (generally equal to 15% of the institution=s unimpaired
capital and surplus). Section 22(h) also requires that loans to
directors, executive officers and principal shareholders be made on terms
substantially the same as offered in comparable transactions to other persons
unless the loans are made pursuant to a benefit or compensation program that (1)
is widely available to employees of the institution, and (2) does not give
preference to any director, executive officer or principal shareholder, or
certain affiliated interests, over other employees of the savings
institution. Section 22(h) also requires prior board approval for
certain loans. In addition, the aggregate amount of extensions of
credit by a savings institution to all insiders cannot exceed the
institution=s unimpaired
capital and surplus. Furthermore, Section 22(g) places additional
restrictions on loans to executive officers. At December 31, 2007,
First Savings Bank was in compliance with these restrictions.
Restrictions on
Acquisitions. Except under limited circumstances, savings and
loan holding companies are prohibited from acquiring, without prior approval of
the Director of the Office of Thrift Supervision, (1) control of any other
savings institution or savings and loan holding company or substantially all the
assets thereof, or (2) more than 5% of the voting shares of a savings
institution or holding company thereof which is not a
subsidiary. Except with the prior approval of the Director, no
director or officer of a savings and loan holding company or person owning or
controlling by proxy or otherwise more than 25% of such company=s stock, may
acquire control of any savings institution, other than a subsidiary savings
institution, or of any other savings and loan holding company.
The Director of the Office of Thrift
Supervision may only approve acquisitions resulting in the formation of a
multiple savings and loan holding company which controls savings institutions in
more than one state if: (1) the multiple savings and loan holding company
involved controls a savings institution which operated a home or branch office
located in the state of the institution to be acquired as of March 5, 1987; (2)
the acquiror is authorized to acquire control of the savings institution
pursuant to the emergency acquisition provisions of the Federal Deposit
Insurance Act; or (3) the statutes of the state in which the institution to be
acquired is located specifically permit institutions to be acquired by the
state-chartered institutions or savings and loan holding companies located in
the state where the acquiring entity is located (or by a holding company that
controls such state-chartered savings institutions).
Federal Securities
Laws. First Financial Northwest=s common
stock is registered with the Securities and Exchange Commission under Section
12(b) of the Securities Exchange Act of 1934, as amended. We are
subject to information, proxy solicitation, insider trading restrictions and
other requirements under the Securities Exchange Act of 1934.
Sarbanes-Oxley
Act of 2002. First Financial Northwest, as a public company, is subject
to the Sarbanes-Oxley Act of 2002, beginning in 2008, which implements a broad
range of corporate governance and accounting measures for public companies
designed to promote honesty and transparency in corporate America and better
protect investors from corporate wrongdoing. The Sarbanes-Oxley Act
of 2002 was signed into law by
35
President
Bush on July 30, 2002 in response to public concerns regarding corporate
accountability in connection with several accounting scandals. The
stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility,
to provide for enhanced penalties for accounting and auditing improprieties at
publicly traded companies and to protect investors by improving the accuracy and
reliability of corporate disclosures pursuant to the securities
laws.
The Sarbanes-Oxley Act includes very
specific additional disclosure requirements and new corporate governance rules,
requires the Securities and Exchange Commission and securities exchanges to
adopt extensive additional disclosure, corporate governance and other related
rules and mandates further studies of certain issues by the Securities and
Exchange Commission and the Comptroller General.
Taxation
Federal Taxation
General. First
Financial Northwest and First Savings Bank are subject to federal income
taxation in the same general manner as other corporations, with some exceptions
discussed below. The following discussion of federal taxation is
intended only to summarize certain pertinent federal income tax matters and is
not a comprehensive description of the tax rules applicable to First Financial
Northwest or First Savings Bank. The income tax returns of First
Financial Northwest and First Savings Bank have not been audited in the past
seven years.
First Financial Northwest anticipates
that it will file a consolidated federal income tax return with First Savings
Bank commencing with the first taxable year after completion of the
conversion. Accordingly, it is anticipated that any cash
distributions made by First Financial Northwest to its shareholders would be
considered to be taxable dividends and not as a non-taxable return of capital to
shareholders for federal and state tax purposes.
Method of
Accounting. For federal income tax purposes, First Financial
Northwest currently reports its income and expenses on the accrual method of
accounting and uses a fiscal year ending on December 31 for filing its federal
income tax return.
Minimum Tax. The
Internal Revenue Code imposes an alternative minimum tax at a rate of 20% on a
base of regular taxable income plus certain tax preferences, called alternative
minimum taxable income. The alternative minimum tax is payable to the
extent such alternative minimum taxable income is in excess of an exemption
amount. Net operating losses can offset no more than 90% of
alternative minimum taxable income. Certain payments of alternative
minimum tax may be used as credits against regular tax liabilities in future
years. First Savings Bank has not been subject to the alternative
minimum tax, nor does it have any such amounts available as credits for
carryover.
Net Operating Loss
Carryovers. A financial institution may carry back net
operating losses to the pre- ceding two taxable years and forward to the
succeeding 20 taxable years. This provision applies to losses
incurred in taxable years beginning after August 6, 1997.
Charitable Contribution
Carryovers. The Company may carryforward charitable
contributions to the succeeding five taxable years. The utilization
of the charitable contribution carryforward may not exceed 10% of taxable income
as defined by the federal taxation laws. At December 31, 2007, First
Financial Northwest had a charitable contribution carryforward for federal
income tax purposes of $15.5 million. This carryforward was generated
from the Company=s creation
of the First Financial Northwest Foundation to which it contributed a block of
stock in connection with the mutual to stock conversion, having a market value
of $16.9 million. Management fully expects to utilize the benefit of
the carryforward over the next five years.
Corporate Dividends-Received
Deduction. First Financial Northwest may eliminate from its
income dividends received from First Savings Bank as a wholly-owned subsidiary
of First Financial Northwest which intends to file a consolidated return with
First Savings Bank. The corporate dividends-received deduction is
100%, or 80%, in the case of dividends received from corporations with which a
corporate recipient does not file a consolidated tax
36
return,
depending on the level of stock ownership of the payor of the
dividend. Corporations which own less than 20% of the stock of a
corporation distributing a dividend may deduct 70% of dividends received or
accrued on their behalf.
Washington Taxation
The Company and its subsidiaries are
subject to a business and occupation tax imposed under Washington law at the
rate of 1.50% of gross receipts. In addition, various municipalities also assess
business and occupation taxes at differing rates. Interest received
on loans secured by mortgages or deeds of trust on residential properties,
rental income from properties, and certain investment securities are exempt from
this tax.
Executive
Officers of the Company
The following table sets forth certain
information with respect to the executive officers of First Financial Northwest
and First Savings Bank.
The current executive officers of First
Financial Northwest consist of the same individuals who are executive officers
of First Savings Bank. The business experience for at least the past
five years for the executive officers of First Financial Northwest or First
Savings Bank is set forth below.
Victor
Karpiak, age 53, is Chairman of the Board, President and Chief Executive
Officer of First Financial Northwest and First Savings Bank. Prior to
his appointment as President of First Savings Bank in 1999, he served as
Executive Vice President and Chief Financial Officer. Mr. Karpiak has
served as President and Chief Financial Officer of First Financial Holdings, MHC
and First Financial of Renton, predecessors of the Company, since they were
established in 2002. In January 2005, he was appointed Chairman of
the Board and Chief Executive Officer of First Financial Holdings, MHC, First
Financial of Renton and First Savings Bank. He has been with First
Savings Bank for 30 years.
David G.
Kroeger, age 62, is Executive Vice President of First Savings Bank=s
commercial/construction lending division, which was formed as a result of the
lending operations of Executive House being assumed by First Savings Bank
effective January 1, 2008. Prior to that, Mr. Kroeger had served as
Executive Vice President of Executive House since February
2006. Before that, Mr. Kroeger was Director of the Division of Banks
of the Washington State Department of Financial Institutions from 1999 until
2006. Prior to 1999, Mr. Kroeger held a number of senior positions at
the Federal Deposit Insurance Corporation. Mr. Kroeger also serves on
the board of directors of Bank of Fairfield, Fairfield, Washington.
Robert H.
Gagnier, age 60, is Vice President of First Financial Northwest and
Senior Vice President and Chief Lending Officer of First Savings
Bank. Mr. Gagnier has held his current position at First Financial
Northwest since 2007, and at First Savings Bank since 2001. Prior to
serving in his current position, Mr. Gagnier had served as Vice President, Loan
Officer and Compliance Officer of First Savings Bank since 1986.
Roger
Elmore, age 41, is Vice President of First Financial Northwest and Senior
Vice President and Chief Operating Officer of First Savings Bank as of January
1, 2008. Prior to his promotion Mr. Elmore served as Vice President
and Senior Operations Officer of First Savings Bank, a position he had held
since 2004. Prior to that, Mr. Elmore was Vice President-Risk
Operations Division Manager at Washington Mutual Bank from 1993 until
2004.
Item
1A. Risk Factors.
An investment in our common stock is
subject to risks inherent in our business. Before making an
investment decision, you should carefully consider the risks and uncertainties
described below together with all of the other information included in this
report. In addition to the risks and uncertainties described below,
other risks and uncertainties not currently known to us or that we currently
deem to be immaterial also may materially and adversely affect our business,
financial condition and results of operations. The value or market
price of our
37
common
stock could decline due to any of these identified or other risks, and you could
lose all or part of your investment.
A
continued slowdown in the housing market may have a negative impact on our
earnings and liquidity position.
The overall credit quality of our loan
portfolio is directly affected by the strength of the U.S. economy, in
particular the strength of the economy in Washington state as well as the local
economies in which we conduct our lending operations. Trends in
residential housing prices also have an impact on the loan
portfolio. We continually monitor changes in key economic factors
such as unemployment and housing prices because changes in these factors can
impact the ability of our borrowers to repay their loans.
Across the United States over the past
year, the housing market has experienced significant adverse trends, including
accelerated price depreciation and rising delinquency and default
rates. These conditions led to significant increases in loan
delinquencies and credit losses as well as increased provisions for loan losses
which in turn have had a negative affect on earnings for many banks across the
country. The Pacific Northwest did not experienced the same adverse
economic conditions until the fourth quarter of 2007. At that time
there were signs that our local economy was beginning to experience some price
deprecation and rising delinquency and default rates. The current
slowdown in the housing market may continue to cause housing inventories to
increase and slow ongoing housing developments, putting more downward pressure
on sales prices. Despite reduced home prices, the lack of liquidity in the
housing market and tightening of credit standards within the banking industry
may continue to affect all home sales, further reducing cash flow and weakening
borrowers= ability to
repay their debt obligations to us. As a result we may experience a further
negative material impact on our earnings and liquidity positions.
The
lack of diversification in our loan portfolio may hurt both our asset quality
and profits.
With substantially all of our loans
secured by real property and concentrated in the State of Washington, and
specifically, 57.12%, 24.78%, and 5.15% of our total loan portfolio concentrated
in King, Pierce and Snohomish counties, Washington, respectively, a decline in
local economic conditions could adversely affect the values of our real estate
collateral. Consequently, a decline in local economic conditions may have a
greater effect on our earnings and capital than on the earnings and capital of
larger financial institutions whose real estate loan portfolios are
geographically diverse.
While one- to four-family first
mortgages remain the largest portion of our loan portfolio, our operating
strategy has included an increased emphasis on the expansion of
construction/land development, and commercial real estate and multi-family
lending and a decrease in the overall percentage of one- to four-family loans in
our loan portfolio. In addition, although these loans are intended to enhance
the average yield of our earning assets, they do involve a different, and
possibly higher, level of risk of delinquency or collection than generally
associated with loan portfolios of more traditional community banks because,
among other factors, these loans involve larger balances to a single borrower or
groups of related borrowers. In this regard, at December 31, 2007, approximately
$103.3 million or 11.73% of our total loan portfolio, net consisted of
construction/land development loans to five real estate builders and their
affiliates. As a result of this lending concentration, and since
construction/land development loans generally have large
balances, if we make any errors in judgment in the collectibility of these
loans, we may need to significantly increase our provision for loan losses since
any resulting charge-offs will be larger on a per loan
basis. Consequently, this could materially adversely affect our
future earnings. Further, if we lost our relationship with one or more of these
large borrowers our liquidity would substantially increase and our future
earnings could be adversely affected.
Our
business strategy may result in increased volatility of earnings.
Our business strategy is focused on
diversifying our construction portfolio among more builders with less
concentration per builder. In addition First Savings Bank is planning
greater expansion in consumer and commercial real estate
lending. These types of lending activities, while potentially more
profitable than single-family lending,
38
are
generally more sensitive to regional and local economic conditions, making loss
levels more difficult to predict. Collateral evaluation and financial
statement analysis in these types of loans requires a more detailed analysis at
the time of loan underwriting and on an ongoing basis. While economic
trends in Western Washington State show signs of weakening and may contribute to
a decline in real estate values, which would reduce the value of the real estate
collateral securing our loans and increase the risk that we would incur losses
if borrowers defaulted on their loans. In addition, the repayment of
commercial real estate loans and apartment loans generally is dependent, in
large part, on the successful operation of the property securing the loan or the
business conducted on the property securing the loan. Also, loan
balances for commercial real estate and residential construction tract loans are
typically larger than those for permanent single-family and consumer
loans. Accordingly, when there are defaults and losses on these types
of loans, they are often larger on a per loan basis than those for permanent
single-family and consumer loans. A secondary market for most types
of commercial real estate and construction loans is not readily liquid, so we
have less opportunity to mitigate credit risk by selling part or all of our
interest in these loans.
Our
business strategy includes significant growth plans, and our financial condition
and results of operations could be negatively affected if we fail to grow or
fail to manage our growth effectively.
We expect to experience growth in the
amount of our assets, the level of our deposits and the scale of our
operations. Achieving our growth targets requires us to attract
customers that currently bank with other financial institutions in our market,
thereby increasing our share of the market. In addition, to the
extent we expand our lending beyond our current market area, we could incur
additional risk related to those new market areas. Our ability to successfully
grow will depend on a variety of factors, including our ability to attract and
retain experienced bankers, the continued availability of desirable business
opportunities, the competitive responses from other financial institutions in
our market area and our ability to manage our growth. While we
believe we have the management resources and internal systems in place to
successfully manage our future growth, there can be no assurance growth
opportunities will be available or that we will successfully manage our
growth. If we do not manage our growth effectively, we may not be
able to achieve our business plan, and our business and prospects could be
harmed.
We
need to add additional executive officers and integrate these executive officers
into our current operations.
Historically, as a result of operating
a traditional thrift institution from one office, we had very few officers and
employees. As a result of our growth and more complex operations, we
added a chief financial officer effective February 19, 2008, and we need to add
a credit risk officer as well as a financial analyst with emphasis on interest
rate risk managment. Because of the many management positions
currently filled by Mr. Karpiak, any management personnel recruited by us will
need to interact successfully with him. It may be difficult to find qualified
personnel willing to work within our organizational structure knowing that Mr.
Karpiak, who has previously served in their capacity, is now supervising the
position. These employees will be important to our operations and our
inability to fill these positions could make continued growth
difficult. Furthermore, these employees must be successfully
integrated with our other personnel, which involves combining individuals with
different business backgrounds, corporate cultures, and management styles, while
retaining other key employees. The process of hiring these executive officers
and integrating them into our organization could cause an interruption of, or
loss of momentum in, our operations, including the loss of customers and key
personnel.
The
loss of our current Chairman, President and Chief Executive Officer may hurt
First Financial Northwest=s and First
Savings Bank=s operations
because it may be difficult to hire qualified replacements.
The loss of our Chairman, President,
and Chief Executive Officer, Victor Karpiak, could have a material adverse
impact on the operations of First Savings Bank since he has been instrumental in
managing the business affairs of First Savings Bank. Other officers
within First Savings Bank do not have the experience and expertise to readily
replace Mr. Karpiak. If First Savings Bank were to lose Mr.
Karpiak, the board of directors would most likely have to search outside of
First Savings Bank for a qualified, permanent replacement. This
search may be prolonged and we cannot assure you that First Savings Bank would
be able to locate and hire a qualified replacement without interruption of, or
loss of momentum in, our operations.
39
Mr. Karpiak has a significant amount of
responsibility for the operations of First Savings Bank and performs a number of
different roles. As a result we face unique operational and internal control
challenges because of our reliance on him, which also makes risk management and
general supervisory oversight more difficult. We believe we have adequate risk
management procedures and internal control systems in place, however, there can
be no assurance that errors will not occur or that we will be able to maintain
effective internal controls in the future. Any future failure to
maintain effective internal controls could impair the reliability of our
financial statements which in turn could harm our business, impair investor
confidence and subject us to regulatory penalties.
Our
business is subject to various lending risks which could adversely impact our
results of operations and financial condition.
Our business strategy centers on the
continued transition to commercial banking activities in order to expand our net
interest margin. Consistent with this strategy, we acquired Executive
House to increase the percentage of our assets consisting of construction/land
development loans. We are working to further reduce the percentage of
our assets that are lower-yielding residential loans and mortgage-backed
securities by focusing on consumer lending, commercial real estate and
multi-family loans that have higher risk-adjusted returns. Since
December 31, 2003 we have increased the amount of our construction/land
development loans from 3.90% to 28.82% of our total loan portfolio at December
31, 2007 while reducing our one- to four-family residential loans from 60.81% to
42.45% of our total loan portfolio over the same period. Our
increasing focus on these types of lending will continue to increase our risk
profile relative to traditional thrift institutions as we continue to implement
our business strategy for the following reasons:
Construction
Loans. We make land purchase, lot development and real estate
construction loans to individuals and builders, primarily for the construction
of residential properties. We will originate these loans whether or
not the collateral property underlying the loan is under contract for
sale. Residential real estate construction loans include
single-family tract construction loans for the construction of entry level
residential homes. Over the last three years, we have significantly
increased the amount of construction/land development loans in our loan
portfolio, both in dollar amounts and as a percentage of our total
loans. At December 31, 2007, $288.4 million or 28.82% of our total
loan portfolio consisted of construction/land development loans primarily to
builders of residential properties. Of this amount, $103.1 million in
total, or $81.0 million, net of loans in process, are loans with three
builders. At December 31, 2007, we had an additional $14.8 million,
or 1.48% of our total loan portfolio in construction loans for one- to
four-family properties that convert to permanent loans, which are classified in
the one- to four-family category. Also at that date, we had an
additional $15.5 million, or 1.55% of our total loan portfolio in construction
loans on commercial real estate loans that convert to permanent loans, which are
commercial loans. There were no multi-family construction loans that
convert to permanent loans at December 31, 2007.
Our construction/land development loans
are based upon estimates of costs and values associated with the completed
project. These estimates may be
inaccurate. Construction/land development lending involves additional
risks when compared with permanent residential lending because funds are
advanced upon the security of the project, which is of uncertain value prior to
its completion. Because of the uncertainties inherent in estimating
construction costs, as well as the market value of the completed project and the
effects of governmental regulation of real property, it is relatively difficult
to evaluate accurately the total funds required to complete a project and the
related loan-to-value ratio. This type of lending also typically
involves higher loan principal amounts and is often concentrated with a small
number of builders. In addition, generally during the term of a
construction/land development loan, no payment from the borrower is generally
required since the accumulated interest is added to the principal of the loan
through an interest reserve. These loans often involve the
disbursement of substantial funds with repayment substantially dependent on the
success of the ultimate project and the ability of the borrower to sell or lease
the property or obtain permanent take-out financing, rather than the ability of
the borrower or guarantor to repay principal and interest. If our
appraisal of the value of a completed project proves to be overstated, we may
have inadequate security for the repayment of the loan upon completion of
construction of the project and may incur a loss. Our ability to
continue to originate a significant amount of construction loans is dependent on
the continued strength of the housing market in King, Pierce and Snohomish
counties, Washington which has recently shown signs
40
of weakening. Further, if we lost our relationship with one or more
of our larger borrowers building in these counties or there is a decline in the
demand for new housing in these counties, it is expected that the demand for
construction loans would decline, our liquidity would substantially increase and
our net income would be adversely affected.
Commercial Real
Estate Loans. We originate commercial real estate loans for
individuals and businesses for various purposes which are secured by commercial
real estate. At December 31, 2007, $204.8 million or 20.46% of our
total loan portfolio consisted of commercial real estate loans, including
commercial real estate construction loans of $15.5 million.
The credit risk related to commercial
real estate loans is considered to be greater than the risk related to one- to
four-family residential or consumer loans because the repayment of commercial
real estate loans typically is dependent
on the income stream of the real estate securing the loan as collateral and the
successful operation of the borrower=s business,
which can be significantly affected by conditions in the real estate markets or
in the economy. For example, if the cash flow from the borrower=s project is
reduced as a result of leases not being obtained or renewed, the borrower=s ability to
repay the loan may be impaired. In addition, many of our commercial
real estate loans are not fully amortizing and contain large balloon payments
upon maturity. These balloon payments may require the borrower to
either sell or refinance the underlying property in order to make the balloon
payment.
If we foreclose on a commercial real
estate loan, our holding period for the collateral typically is longer than for
one- to four-family residential mortgage loans because there are fewer potential
purchasers of the collateral. Additionally, as a result of our
increasing emphasis on this type of lending, a large portion of our commercial
real estate loan portfolio is relatively unseasoned and has not been subjected
to unfavorable economic conditions. As a result we may not have
enough payment history with which to judge future collectibility or to predict
the future performance of this part of our loan portfolio. These
loans may have delinquency or charge-off levels above our historical experience,
which could adversely affect our future performance. Further,
commercial real estate loans generally have relatively large balances to single
borrowers or related groups of borrowers. Accordingly, if we make any
errors in judgment in the collectibility of our commercial real estate loans,
any resulting charge-offs may be larger on a per loan basis than those incurred
with our residential or consumer loan portfolios.
Multi-family
Residential Real Estate Loans. Our multi-family loans are
subject to collateral risk similar to other real estate secured
products. While our primary lending markets have experienced strong
demand for affordable housing, valuations have increased significantly over the
past several years and could be negatively impacted by a decrease in investor
demand. At December 31, 2007, $76.0 million or 7.60% of our total
loan portfolio consisted of multi-family residential real estate
loans. We had no multi-family construction loans at December 31,
2007.
If
our allowance for loan losses is not sufficient to cover actual loan losses, our
earnings could be reduced.
We make various assumptions and
judgments about the collectibility of our loan portfolio, including the
creditworthiness of our borrowers and the value of the real estate and other
assets serving as collateral for the repayment of many of our
loans. In determining the amount of the allowance for loan losses, we
review our loans and our loss and delinquency experience, and evaluate economic
conditions. Management recognizes that significant new growth in loan
portfolios, new loan products and the refinancing of existing loans can result
in portfolios comprised of unseasoned loans that may not perform in a historical
or projected manner. If our assumptions are incorrect, our allowance
for loan losses may not be sufficient to cover actual losses, resulting in
additions to our allowance. Material additions to our allowance could
materially decrease our net income. Our allowance for loan losses was
0.80% of total loans, and 24.71% of non-performing loans at December 31,
2007. Our allowance compared to total loans is below our peers as a
result of our historical loss experience. In addition, bank regulators
periodically review our allowance for loan losses and may require us to increase
our provision for loan losses or recognize additional loan
charge-offs. Any increase in our allowance for loan losses or loan
charge-offs as required by these regulatory authorities could have a material
adverse effect on our financial condition and results of
operations.
41
We may be unable to successfully
integrate and grow the operations of Executive House.
In December 31, 2005, we acquired
Executive House as a subsidiary of First Savings Bank. Executive
House has always operated previously as an unregulated mortgage originator
primarily of commercial real estate and construction loans. As part
of the acquisition, the owner of Executive House, John P. Mills, continued his
employment with Executive House as President. In February 2006, First Savings
Bank hired David G. Kroeger, formerly with the Washington Division of Financial
Institutions, as Executive Vice President to work with Mr. Mills.
On December 1, 2007, Mr. Mills retired
as President of Executive House and Mr. Kroeger assumed his
duties. Effective January 1, 2008, the lending operations
of Executive House were assumed by First Savings Bank, creating a commercial
lending division of First Savings Bank while retaining Executive House=s
commercial/ construction lending emphasis. Following January 1, 2008,
Mr. Kroeger became an Executive Vice President of First Savings Bank and
oversees the commercial/construction lending division.
The difficulties in hiring and training
new personnel for this type of business include integrating personnel with
different business backgrounds, and combining different corporate cultures,
while retaining other key employees. The process of integrating
personnel could cause an interruption of, or loss of momentum in, the operations
of Executive House and the loss of customers and key
personnel. During the years ended December 31, 2007
and December 31, 2006, Executive House originated construction/land
development loans of $233.7 million and $111.5 million, respectively. These
originations included $155.5 million and $76.3 million of one- to four-family
construction loans to builders, and $13.3 million and $3.6 million of
multi-family real estate construction loans, and $63.6 million, $31.6 million of
land development loans, and $1.3 million and $0 of commercial nonresidential
construction loans, for the respective periods.
In addition, we may not realize
expected revenue increases, cost savings and other projected benefits from the
acquisition. Any
delays or difficulties encountered in connection with integrating and growing
the operations of Executive House could have an adverse effect on our business
and results of operations or otherwise adversely affect our ability to achieve
the anticipated benefits of the acquisition.
Fluctuations
in interest rates could reduce our profitability and affect the value of our
assets.
Like other financial institutions, we
are subject to interest rate risk. Our primary source of income is
net interest income, which is the difference between interest earned on loans
and investments and the interest paid on deposits and borrowings. We
expect that we will periodically experience imbalances in the interest rate
sensitivities of our assets and liabilities and the relationships of various
interest rates to each other. Over any defined period of time, our
interest-earning assets may be more sensitive to changes in market interest
rates than our interest-bearing liabilities, or vice versa. In
addition, the individual market interest rates underlying our loan and deposit
products (e.g., prime)
may not change to the same degree over a given time period. In any
event, if market interest rates should move contrary to our position, our
earnings may be negatively affected. In addition, loan volume and
quality and deposit volume and mix can be affected by market interest
rates. Changes in levels of market interest rates could materially
affect our net interest spread, asset quality, origination volume, and overall
profitability.
Interest rates have recently been
at historically low levels. However, since December 31, 2004, the U.S. Federal
Reserve has changed its target for the federal funds rate 15 times, from 2.25%
to 4.25%. While these short-term market interest rates (which we use as a guide
to price our deposits) increased through September 30, 2007, they began to
decrease in the fourth quarter of 2007. Longer-term market interest
rates (which we use as a guide to price our longer-term loans such as one- to
four-family residential mortgages) have stayed relatively flat through September
2007 and in the fourth quarter of 2007 began to decrease. If
short-term interest rates continue to fall, and if rates on our deposits and
borrowings continue to reprice downward faster than the rates on our long-term
loans and investments, we would experience an increase in our interest rate
spread and net interest margin, which would have a positive effect on our
profitability.
42
We principally manage interest rate
risk by managing our volume and mix of our earning assets and funding
liabilities. In a changing interest rate environment, we may not be able to
manage this risk effectively. If we are unable to manage interest rate
risk effectively, our business, financial condition and results of operations
could be materially harmed.
Changes in the level of interest rates
also may negatively affect our ability to originate real estate loans, the value
of our assets and our ability to realize gains from the sale of our assets, all
of which ultimately affect our earnings. At December 31, 2007, we had $671.8
million in loans due after one year with fixed rates of interest, representing
67.13% of our total loan portfolio and 58.88% of our total
assets. Our most recent Arate
shock@
analysis indicates that our net portfolio value would be more
adversely affected by an increase in interest rates than by a
decrease. See Item 7, AManagement=s Discussion
and Analysis of Financial Condition and Results of Operations B Asset and
Liability Management and Market Risk.@
Our
single branch location limits our ability to attract retail deposits and as a
result a large portion of our deposits are certificates of deposit, including
AJumbo@
certificates which may not be as stable as other types of deposits.
Our single branch location limits our
ability to compete with larger institutions for non-interest bearing deposits as
these institutions have a larger branch network providing greater convenience to
customers. As a result, we are dependent on more interest rate
sensitive deposits. At December 31, 2007, $542.4 million, or 74.35%, of our
total deposits were certificates of deposit, and of that amount $346.2 million,
or 63.83%, of the certificates of deposit were Ajumbo@
certificates of $100,000 or more. In addition, at that date our high
yield money market accounts totaled $161.4 million or 22.13% of our total
deposits. Deposit inflows are significantly influenced by general
interest rates. Our money market accounts and jumbo certificates of
deposit and the retention of these deposits are particularly sensitive to
general interest rates, making these deposits traditionally a more volatile
source of funding than other deposit accounts. In order to retain our
money market accounts and jumbo certificates of deposit, we may have to pay a
higher rate, resulting in an increase in our cost of funds. In a rising rate
environment, we may be unwilling or unable to pay a competitive rate because of
the resulting compression in our interest rate spread. To the extent
that such deposits do not remain with us, they may need to be replaced with
borrowings or other deposits which could increase our cost of funds and
negatively impact our interest rate spread and our financial
condition.
Our
business is subject to general economic risks that could adversely impact our
results of operations and financial condition.
Changes in economic conditions,
particularly an economic slowdown in Washington, could hurt our
business. Our business is directly affected by political and market
conditions, broad trends in industry and finance, legislative and regulatory
changes, and changes in governmental monetary and fiscal policies and inflation,
all of which are beyond our control. Deterioration in economic
conditions, in particular an economic slowdown within Washington, could result
in the following consequences, any of which could hurt our business
materially:
|
$
|
loan
delinquencies may increase;
|
|
$
|
problem
assets and foreclosures may
increase;
|
|
$
|
demand
for our products and services may decline;
and
|
|
$
|
collateral
for loans made by us, especially real estate, may decline in value, in
turn reducing a client=s
borrowing power, and reducing the value of assets and collateral
associated with our loans held for
investment.
|
A further downturn in the regional real
estate market could hurt our business. Our business activities and credit
exposure are concentrated in Washington. An extended downturn in the
Washington real estate market could hurt our business because many of our loans
are secured by real estate located within the State of Washington,
43
especially
King, Pierce and Snohomish counties, Washington. As of December 31,
2007, almost all of our real estate loan portfolio, including home equity loans,
consisted of loans secured by real estate located in Washington. In
recent years, there has been a significant increase in real estate values in our
market area, however, the fourth quarter of 2007 trends indicated these values
have stabilized. If there is a significant decline in real estate
values in these geographic areas, the collateral for our loans will provide less
security and we may experience increases in nonperforming loans. As a
result, our ability to recover on defaulted loans by selling the underlying real
estate would be diminished, and we would be more likely to suffer losses on
defaulted loans which would hurt our net income. Additionally, a
decline in real estate values could likewise adversely impact our portfolio of
real estate loans and could result in a decline in the origination of such
loans.
We
face strong competition from other financial institutions, financial service
companies and other organizations offering services similar to those offered by
us, which could limit our growth and profitability.
We face direct competition from a
significant number of financial institutions, many with a state-wide or regional
presence, and in some cases a national presence, in both originating loans and
attracting deposits. Competition in originating loans comes primarily
from other banks, mortgage companies and consumer finance institutions that make
loans in our primary market areas. We also face substantial
competition in attracting deposits from other banking institutions, money market
and mutual funds, credit unions and other investment vehicles.
In addition, banks with larger
capitalization and non-bank financial institutions that are not governed by bank
regulatory restrictions have large lending limits and are better able to serve
the needs of larger customers. Many of these financial institutions
are also significantly larger and have greater financial resources than us, have
been in business for a longer period of time and have established customer bases
and name recognition.
We compete for loans principally on the
basis of interest rates and loan fees, the types of loans we originate and the
quality of service we provide to borrowers. Our ability to attract
and retain deposits requires that we provide customers with competitive
investment opportunities with respect to rate of return, liquidity, risk and
other factors. To effectively compete, we may have to pay higher
rates of interest to attract deposits, resulting in reduced
profitability. If we are not able to effectively compete in our
market area, our profitability may be negatively affected, potentially limiting
our ability to pay dividends. The greater resources and deposit and
loan products offered by some of our competitors may also limit our ability to
increase our interest-earning assets. See Item 1., ABusiness B
Competition.@
We
continually encounter technological change, and we may have fewer resources than
many of our competitors to continue to invest in technological
improvements.
The financial services industry is
undergoing rapid technological changes, with frequent introductions of new
technology-driven products and services. The effective use of
technology increases efficiency and enables financial institutions to better
serve customers and to reduce costs. Our future success will depend,
in part, upon our ability to address the needs of our clients by using
technology to provide products and services that will satisfy client demands for
convenience, as well as to create additional efficiencies in our
operations. Many of our competitors have substantially greater
resources to invest in technological improvements. We may not be able
to effectively implement new technology-driven products and services or be
successful in marketing these products and services to our
customers.
We
are subject to extensive regulation which could adversely affect our
business.
Our operations are subject to extensive
regulation by federal, state and local governmental authorities and are subject
to various laws and judicial and administrative decisions imposing requirements
and restrictions on part or all of our operations. Because our
business is highly regulated, the laws, rules and regulations applicable to it
are subject to regular modification and change. Regulatory
authorities have extensive discretion in their supervisory and enforcement
activities, including the imposition of restrictions on our operations, the
classification of our assets and determination of the level of our allowance for
loan losses. Any change in this regulation and oversight, whether in
44
the form of regulatory policy, regulations, legislation or
supervisory action, may have a material impact on our operations or otherwise
materially and adversely affect our business, financial condition, prospects or
profitability. See Item 1., ABusiness B How We Are
Regulated B Regulation
and Supervision of First Savings Bank.@
Earthquakes
in our primary market area may result in material losses because of damage to
collateral properties and our borrowers= inability
to repay loans.
The Puget Sound region, where
substantially all of the real and personal property securing our loans is
located, is an earthquake-prone region. A major earthquake could
result in material losses to us, although we have not experienced any losses in
the past ten years as a result of earthquake damage to collateral securing
loans. Earthquake insurance is generally not required by other lenders in the
market area, and as a result in order to remain competitive in the marketplace,
we do not require earthquake insurance as a condition of making a
loan. Earthquake insurance is also not always available at a
reasonable coverage level and cost because of changing insurance underwriting
practices in our market area resulting from past earthquake activity and the
likelihood of future earthquake activity in the region. Additionally,
if the collateralized properties are only damaged and not destroyed to the point
of total insurable loss, borrowers may suffer sustained job interruption or job
loss, which may materially impair their ability to meet the terms of their loan
obligations. We cannot assure you that a major earthquake in our
primary market area will not result in material losses to us. See
Item 1., ABusiness
B
Natural Disasters.@
If
we fail to maintain an effective system of internal control over financial
reporting, we may not be able to accurately report our financial results or
prevent fraud, and as a result, investors and depositors could lose confidence
in our financial reporting, which could adversely affect our business, the
trading price of our stock, and our ability to attract additional
deposits.
In connection with the rules and
regulations promulgated by the SEC, we document and evaluate the Company=s internal
control over financial reporting in order to satisfy these
requirements. This requires us to prepare an annual management report
on our internal control over financial reporting, including among other matters,
management=s assessment
of the effectiveness of internal control over financial reporting. If
we fail to identify and correct any significant deficiencies in the design or
operating effectiveness of our internal control over financial reporting or fail
to prevent fraud, current and potential shareholders and depositors could lose
confidence in our internal controls and financial reporting, which could
adversely affect our business, financial condition and results of operations,
the trading price of our stock, and our ability to attract additional
deposits.
Item
1B. Unresolved Staff Comments
Not applicable. First
Financial Northwest has not received any written comments from the SEC regarding
its periodic or current reports under the Exchange Act that are
unresolved.
Item
2. Properties
At December 31, 2007, we had one full
service office, which we own. In October 2004, we began the
renovation and expansion of our existing office with the construction of a new
two-story office building on property adjacent to our existing office. The new
building has approximately 49,500 square feet, including 47 underground garage
parking spaces, and is located on 2nd Street
South between Wells Avenue and Williams Avenue in downtown Renton,
Washington. This unique setting allows us to house each of our
operations in adjoining offices, but with different addresses. The
first phase of construction was completed in September 2005 and it is the site
of First Financial Northwest=s and First
Savings Bank=s offices at
201 Wells Avenue South. This location is also the site for the
operations of First Financial Northwest=s
subsidiary, First Financial Diversified, at the address of 208 Williams Avenue
South. The final phase of construction, which included the renovation
of our existing office, was completed in March 2006 and has approximately 6,400
square feet, plus 11 parking spaces. Beginning in January 2007, this
space housed the operations of First Savings Bank=s
subsidiary, Executive House, at 207 Wells Avenue South. The total
investment for the renovation of our existing office, land purchases,
construction of the new office building and equipment was approximately $14.1
million.
45
Item 3. Legal
Proceedings
From time to time, we are involved as
plaintiff or defendant in various legal actions arising in the normal course of
business. As of December 31, 2007, we were not involved in any
significant litigation and do not anticipate incurring any material liability as
a result of any such litigation.
Item
4. Submission of Matters to a Vote of Security
Holders
No matters were submitted to a vote of
security holders during the fourth quarter of the fiscal year ended
December 31, 2007.
PART
II
Item 5.
Market for
Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Our common stock is traded on The
Nasdaq Stock Market LLC=s Global
Select Market, under the symbol "FFNW." As of December 31, 2007,
there were 22,852,800 shares of common stock issued and we had approximately
1,108 shareholders of record, excluding persons or entities who hold stock in
nominee or "street name" accounts with brokers.
Dividends
Dividend payments by First Financial
Northwest depend primarily on dividends it receives from First Savings
Bank. Under federal regulations, the dollar amount of dividends First
Savings Bank may pay depends upon its capital position and recent net
income. Generally, if First Savings Bank satisfies its regulatory
capital requirements, it may make dividend payments up to the limits prescribed
in the state law and FDIC regulations. However, institutions that
have converted to a stock form of ownership may not declare or pay a dividend
on, or repurchase any of, its common stock if the effect thereof would cause the
regulatory capital of the institution to be reduced below the amount required
for the liquidation account which was established in connection with the
conversion. Under Washington law, First Financial Northwest is
prohibited from paying a dividend if, as a result of its payment, it would be
unable to pay its debts as they become due in the normal course of business, or
if First Financial Northwest's total liabilities would exceed its total
assets. See Item 1., "Business - How We Are Regulated - Regulation
and Supervision of First Financial Northwest - Dividends."
The following
table sets forth the market price range of, and dividends paid on, the Company's
common stock for the year ended December 31, 2007. The
Company=s common stock
began trading on The Nasdaq Stock Market LLC on October 10, 2007 accordingly no
information prior to this date is available. The following
information was provided by The Nasdaq Stock Market
LLC.
High
|
Low
|
Dividends
|
||||||||||
Year ended December
31, 2007
|
||||||||||||
October
10 - December 31
|
$ | 11.95 | $ | 9.80 | -- |
Stock
Purchases
There have been no stock purchases
since the completion of the mutual to stock conversion on October 9,
2007.
46
Equity
Compensation Plan Information
The equity compensation plan
information presented under subparagraph (d) in Part III, Item 12 of this report
is incorporated herein by reference.
Performance
Graph. The following graph compares the cumulative total
shareholder return on the Company=s
Common Stock with the cumulative total return on the Russell 2000 Index, the
Nasdaq Bank Index, and the SNL Thrift Index, a peer group index. The
graph assumes that total return includes the reinvestment of all dividends, and
that the value of the investment in the Company=s
Common Stock and each index was $100 on October 10, 2007, and is the base amount
used in the graph. The closing price of the Company=s
Common Stock on December 31, 2007 was
$9.84.
Period
Ending
|
||||||||||||||||
Index
|
10/10/07
|
10/31/07
|
11/30/07
|
12/31/07
|
||||||||||||
First
Financial Northwest, Inc.
|
100.00 | 96.59 | 85.00 | 83.89 | ||||||||||||
NASDAQ
Bank Index
|
100.00 | 94.14 | 90.43 | 85.52 | ||||||||||||
Russell
2000
|
100.00 | 98.01 | 90.98 | 90.92 | ||||||||||||
SNL
Thrift Index
|
100.00 | 88.82 | 76.98 | 69.46 |
47
Item 6.
Selected
Financial Data
The following table sets forth
certain information concerning our consolidated financial position and results
of operations at and for the dates indicated and have been derived from our
audited consolidated financial statements. The information below is
qualified in its entirety by the detailed information included elsewhere herein
and should be read along with "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Item 8. Financial Statements
and Supplementary Data."
At
December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
FINANCIAL
CONDITION DATA:
|
(In
Thousands)
|
|||||||||||||||||||
Total
assets
|
$ | 1,140,888 | $ | 1,004,711 | $ | 879,650 | $ | 776,363 | $ | 726,876 | ||||||||||
Investment
securities available for sale
|
119,837 | 149,051 | 184,279 | 265,557 | 291,391 | |||||||||||||||
Investment
securities held to maturity
|
80,410 | 86,786 | 86,663 | 88,512 | 60,942 | |||||||||||||||
Loans
receivable, net (1)
|
880,664 | 700,328 | 540,695 | 384,128 | 343,945 | |||||||||||||||
Goodwill
|
14,206 | 14,206 | 13,754 | -- | -- | |||||||||||||||
Deposits
|
729,494 | 750,710 | 689,502 | 666,271 | 634,973 | |||||||||||||||
Advances
from Federal Home Loan Bank
|
96,000 | 147,000 | 90,000 | 17,000 | 7,000 | |||||||||||||||
Stockholders=
Equity
|
309,286 | 104,042 | 96,353 | 90,238 | 81,456 | |||||||||||||||
Book
value per common share (2)
|
13.53 | N/A | N/A | N/A | N/A |
Year
Ended December 31,
|
||||||||||||||||||||
OPERATING
DATA:
|
2007
|
2006
|
2005
|
2004
|
2003
|
|||||||||||||||
(In
Thousands)
|
||||||||||||||||||||
Interest
income
|
$ | 66,569 | $ | 55,260 | $ | 40,285 | $ | 36,464 | $ | 33,904 | ||||||||||
Interest
expense
|
42,848 | 37,248 | 23,668 | 19,335 | 20,762 | |||||||||||||||
Net
interest income
|
23,721 | 18,012 | 16,617 | 17,129 | 13,142 | |||||||||||||||
Provision
for loan losses
|
6,000 | 320 | 137 | -- | 305 | |||||||||||||||
Net
interest income after
|
||||||||||||||||||||
provision
for loan losses
|
17,721 | 17,692 | 16,480 | 17,129 | 12,837 | |||||||||||||||
Noninterest
income (expense)
|
589 | (92 | ) | 354 | 400 | 611 | ||||||||||||||
Noninterest
expense
|
25,969 | 8,384 | 4,739 | 3,782 | 3,235 | |||||||||||||||
Income
before federal income
taxes
|
(7,659 | ) | 9,216 | 12,095 | 13,747 | 10,213 | ||||||||||||||
Federal
income tax expense
|
(3,675 | ) | 2,128 | 3,021 | 3,692 | 2,760 | ||||||||||||||
Net
income (loss)
|
$ | (3,984 | ) | $ | 7,088 | $ | 9,074 | $ | 10,055 | $ | 7,453 | |||||||||
Basic
loss per share (3)
|
$ | (0.51 | ) | N/A | N/A | N/A | N/A | |||||||||||||
Diluted
loss per share (3)
|
$ | (0.51 | ) | N/A | N/A | N/A | N/A |
___________________
(1) Net of allowances for loan
losses, loans in process and deferred loan fees.
(2) The Company completed its mutual
to stock conversion on October 9, 2007.
(3)
|
Loss per share is
calculated for the period from October 9, 2007 to December 31, 2007 the
period for which the company was
publicly-owned.
|
48
At
December 31,
|
||||||||||||||||||||
OTHER
DATA:
|
2007
|
2006
|
2005
|
2004
|
2003
|
|||||||||||||||
Number
of:
|
||||||||||||||||||||
Loans
outstanding
|
3,015 | 2,558 | 2,209 | 1,886 | 1,820 | |||||||||||||||
Deposit
accounts
|
15,548 | 15,836 | 14,522 | 13,668 | 13,085 | |||||||||||||||
Full-service
offices
|
1 | 1 | 1 | 1 | 1 |
At
or For the
|
||||||||||||||||||||
Year
Ended December 31,
|
||||||||||||||||||||
KEY
FINANCIAL RATIOS:
|
2007
|
2006
|
2005
|
2004
|
2003
|
|||||||||||||||
Performance
Ratios:
|
||||||||||||||||||||
Return
on assets (1)
|
(0.37 | )% | 0.75 | % | 1.14 | % | 1.35 | % | 1.07 | % | ||||||||||
Return
on equity (2)
|
(2.59 | ) | 6.86 | 9.55 | 11.82 | 9.78 | ||||||||||||||
Equity
to asset ratio (3)
|
14.37 | 10.89 | 11.94 | 11.40 | 10.91 | |||||||||||||||
Interest
rate spread (4)
|
1.75 | 1.76 | 1.87 | 2.05 | 1.56 | |||||||||||||||
Net
interest margin (5)
|
2.30 | 2.01 | 2.18 | 2.34 | 1.90 | |||||||||||||||
Tangible
equity to tangible assets (6)
|
26.19 | 9.07 | 9.54 | 11.62 | 11.21 | |||||||||||||||
Average
interest-earning assets to
|
||||||||||||||||||||
average
interest-bearing liabilities
|
113.48 | 106.05 | 109.94 | 111.38 | 111.28 | |||||||||||||||
Efficiency
ratio (7)(8)
|
106.82 | 46.79 | 27.92 | 21.58 | 23.52 | |||||||||||||||
Noninterest
expense as a
|
||||||||||||||||||||
percent
of average total assets (8)
|
2.42 | 0.88 | 0.60 | 0.51 | 0.46 | |||||||||||||||
Capital
Ratios (9):
|
||||||||||||||||||||
Tier
I leverage
|
16.62 | 8.61 | 9.70 | 10.94 | 10.50 | |||||||||||||||
Tier
I risk-based
|
24.84 | 14.23 | 15.70 | 23.72 | 24.67 | |||||||||||||||
Total
risk-based
|
25.91 | 14.56 | 16.03 | 24.00 | 25.00 | |||||||||||||||
Asset
Quality Ratios:
|
||||||||||||||||||||
Non-accrual
and 90 days or
|
||||||||||||||||||||
more
past due loans as a
|
||||||||||||||||||||
percent
of total loans
|
3.22 | 0.02 | 0.05 | 0.07 | 0.19 | |||||||||||||||
Non-performing
assets as a
|
||||||||||||||||||||
percent
of total assets
|
2.83 | 0.02 | 0.03 | 0.03 | 0.09 | |||||||||||||||
Allowance
for loan losses as a percent
|
||||||||||||||||||||
of
total loans
|
0.80 | 0.26 | 0.27 | 0.24 | 0.28 | |||||||||||||||
Allowance
for loan losses as a percent
|
||||||||||||||||||||
of
non-performing loans
|
24.71 | 1279.87 | 550.33 | 375.47 | 146.32 | |||||||||||||||
Net
charge-offs to average
|
||||||||||||||||||||
loans
receivable, net
|
-- | -- | 0.01 | -- | -- |
_______________________
(1) | Net income divided by average total assets. |
(2)
|
Net income divided by
average equity.
|
(3)
|
Average equity divided by
average total assets.
|
(4)
|
Difference between weighted
average yield on interest-earning assets and weighted average cost on
interest-bearing
liabilities.
|
(5)
|
Net interest margin,
otherwise known as net yield on interest-earning assets, is calculated as
net interest income divided by average interest-earning
assets.
|
(footnotes
continue on following page)
49
(6)
|
Tangible equity is equity
less goodwill and other intangible
assets.
|
(7)
|
The efficiency ratio
represents the ratio of noninterest expense divided by the sum of net
interest income and noninterest income
(expense).
|
(8)
|
Noninterest expense in 2007
included a one-time expense for the establishment of the First Financial
Northwest Foundation of $16.9 million. Without this one-time
expense, the efficiency ratio for the
year
|
|
ended December 31, 2007
would have been 37.19% and noninterest expense as a percent of average
total assets for this same period would have been
0.84%.
|
(9)
|
Capital ratios are for
First Savings Bank only.
|
Item
7. Management's Discussion and
Analysis of Financial Condition and Results of Operations
This discussion and analysis reviews
our consolidated financial statements and other relevant statistical data and is
intended to enhance your understanding of our financial conditions and results
of operations. The information in this section has been derived from the
Consolidated Financial Statements and footnotes thereto, which appear in Item 8
of this Form 10-K. You should read the information in this section in
conjunction with the business and financial information regarding First Savings
Bank as provided in this Form 10-K. Unless otherwise indicated, the
financial information presented in this section reflects the consolidated
financial condition and results of operations of First Financial Northwest and
its subsidiaries.
Overview
First Savings Bank is a community-based
savings bank primarily serving King and to a lesser extent, Pierce and Snohomish
counties, Washington through our full-service banking office and automated
teller machine. We are in the business of attracting deposits from
the public through our office and utilizing those deposits to originate loans.
Historically, we have been a traditional fixed rate portfolio lender originating
residential home loans. We do not participate in the subprime mortgage market.
Our business strategy centers on the continued transition to commercial banking
activities in order to expand our net interest margin. Since December 31, 2003
we have increased the amount of our construction/land development loans from
3.90% to 28.82% of our total loan portfolio at December 31, 2007 while reducing
our one-to four-family residential loans from 60.81% to 42.45% over the same
period. At December 31, 2007 our construction/land development loans totaled
$288.4 million or 28.82% of our loan portfolio, substantially all which are
short-term adjustable rate loans. In contrast, our residential mortgage loans,
commercial real estate and multi-family loans are generally long term fixed rate
loans. We have not actively participated in traditional one- to
four-family adjustable rate mortgages, which portfolio comprises 0.70% of the
total loan portfolio at December 31, 2007. Included in this portfolio
are construction permanent loans which adjust based on prime during the
construction phase but convert to a fixed rate loan upon completion, along with
a limited number of seasoned residential loans. We consider this an
insignificant portion of our loan portfolio and do not promote this type of loan
product, nor do we offer Ateaser@ rates or
sub-prime lending. Our loss history for this type of lending has been
immaterial.
In recent years, national real estate
and home values have increased substantially, as a result of the generally
strong national economy, speculative investing, and aggressive lending practices
that provided loans to marginal borrowers (generally termed as Asubprime@
loans). The strong economy also resulted in strong increases in
residential and commercial real estate values and commercial and residential
construction. The national residential lending market has experienced
a noted slowdown in recent months, as loan delinquencies and foreclosure rates
have risen. The national home loan 30 days or more delinquency rate was 5.12%
and the home foreclosure rate was 1.40% for the second quarter of 2007, the most
current data available, according to the National Delinquency Survey published
by the Mortgage Bankers Association. In addition, according to the
Survey the national percentage of subprime adjustable rate mortgage loans in
foreclosure was 5.52%. Nationally, foreclosures and delinquencies are
also being driven by investor speculation in the states of Arizona, California,
Florida and Nevada, while job losses and depressed economic conditions in
Indiana, Michigan and Ohio have resulted in the highest level of seriously
delinquent loans. Louisiana and Mississippi also have high residential loan
delinquencies as a result of Katrina-related economic factors.
50
To date,
King, Pierce and Snohomish counties have not experienced the same level of
residential or commercial loan delinquencies, as other parts of the United
States, because the market area did not experience a high level of speculative
development for either residential or commercial development although there was
some weakening in the housing market during the fourth quarter of
2007. In addition, unemployment levels in the region remained lower
than the national averages. While King, Pierce and Snohomish counties
real estate prices decreased for the first time in several years, such prices
did not decrease as rapidly as the rates experienced in other areas of the
United States. For the third quarter of 2007, the delinquency rate of
real estate borrowers in Washington State was approximately one-half of the
national average according to statistics published by the FDIC. A
contributing factor is that the subprime loan market in the Seattle-Puget Sound
region is a very small portion of the loans originated in the
market. The Company does not originate Asubprime@ mortgage
loans and currently holds no such loans in its portfolio.
Our primary source of pre-tax income is
net interest income. Net interest income is the difference between interest
income, which is the income that we earn on our loans and
investments, and interest expense, which is the interest that we pay on our
deposits and borrowings. Changes in levels of interest rates affect our net
interest income. The recent interest rate environment, which has caused
short-term market interest rates to rise, while longer term interest rates have
not, has had a negative impact on our interest rate spread and net interest
margin, which has reduced profitability and caused a decrease in our return on
average assets and return on average equity. To offset the negative impact the
current interest rate environment is having on our profitability, we are seeking
to find means of increasing interest income while controlling expenses.
Consistent with this strategy, we acquired Executive House and are working to
further reduce the percentage of our assets that are lower-yielding residential
loans and mortgage-backed securities and to increase the percentage of our
assets consisting of construction/land development loans, commercial real estate
and multi-family loans that have higher risk-adjusted returns. Although
historically our loan losses have been low, during 2007 we increased the
allowance for loan losses by $6.0 million. Of this increase, $4.5
million related to impaired loans in our residential construction loan portfolio
related to a specific borrowing relationship. The remaining increase
was attributable to the change in the mix of our loan portfolio. We
will continue to monitor our loan portfolios and make adjustments to our
allowance as we deem necessary.
Our operating expenses consist
primarily of compensation and benefits, occupancy and equipment, data
processing, marketing, postage and supplies, professional services and deposit
insurance premiums. Compensation and benefits consist primarily of the salaries
and wages paid to our employees, payroll taxes and expenses for retirement and
other employee benefits. Occupancy and equipment expenses, which are the fixed
and variable costs of building and equipment, consist primarily of real estate
taxes, depreciation charges, maintenance and costs of utilities.
Our employee stock ownership plan
acquired 1,692,800 shares of First Financial Northwest common stock with a $16.9
million loan from First Financial Northwest that will be be repaid over 15
years, resulting in an annual pre-tax increase in compensation expense of
approximately $1.1 million (assuming that the common stock maintains a value of
$10.00 per share). Our operating expense has increased as a
result of this increase in compensation expenses associated with the allocation
of employee stock ownership plan shares to employees. The actual
expense that will be recorded for the employee stock ownership plan will be
determined by the market value of the shares of common stock as they are
released to employees over the term of the loan, and whether the loan is repaid
faster than its contractual term allowing for an acceleration in the release of
shares held as collateral for the loan. Accordingly, increases in the stock
price above $10.00 per share will increase the total employee stock ownership
plan expense, and any accelerated repayment of the loan along with an
accelerated release of shares will increase the annual employee stock ownership
plan expense. Through December 31, 2007, we recorded additional
pre-tax operating expense of $212,000 as a result of increased compensation
costs with respect to the implementation of our employee stock ownership
plan.
Subject to our shareholder approval, we
plan on implementing our stock-based incentive plans in May 2008 which will
result in an increase in operating expenses. Our stock-based
incentive plan would grant options to purchase shares up to 10% of our total
outstanding shares to eligible participants, which would result in compensation
expense over the vesting period of the options. Assuming the market price of the
common stock is
51
$10.00
per share; all options are granted with an exercise price of $10.00 per share
and have a term of 10 years; the dividend yield on the stock is zero; the risk
free interest rate is 4.90%; and the volatility rate on the common stock is
11.75%, the estimated grant-date fair value of the options utilizing a
Black-Scholes option pricing analysis is $3.87 per option granted. Assuming this
value is amortized over the five year vesting period, the corresponding annual
pre-tax expense associated with the stock option plan would be approximately
$1.8 million. In addition, our stock-based incentive plan would award
approximately 915,000 shares to eligible participants, which would be expensed
as the awards vest. Assuming that all shares are awarded at a price of $10.00
per share, and that the awards vest over a five year period, the corresponding
annual pre-tax expense would be approximately $1.8 million.
Additionally, the actual expense of the
restricted shares will be determined by the fair market value of the stock on
the grant date, which might be greater than $10.00 per share. Further, the
actual expense of the stock options will be determined by the grant-date fair
value of the options which will depend on a number of factors, including the
valuation assumptions used in the Black-Scholes option pricing
model.
In addition to the operating expenses
we will experience from the implementation of our existing and proposed stock
benefit plans as described above, we also will likely have an increase in
compensation in connection with the hiring of additional officers and
employees. We hired a chief financial officer effective February 19,
2008, and we intend to hire a credit risk officer, a financial analyst, and
accounting staff, which we estimate will increase our annual pre-tax
compensation expenses by approximately $400,000.
Our operating expenses are likely to
also increase as a result of operating as a public company. These additional
expenses will be primarily legal and accounting fees, expenses necessary to
comply with the internal control over financial reporting provisions of The
Sarbanes-Oxley Act of 2002 and expenses related to shareholder communications
and meetings. We estimate that we will have an additional operating
expenses as a public company in 2008 of approximately $600,000.
While these additional expenses will
reduce our earnings, we do not expect them to offset the additional income we
expect to receive by leveraging the proceeds we received in the mutual to stock
conversion.
Our results of operations for 2007 were
also significantly affected by the $16.9 million one-time operating expense
attributable to the formation of our charitable foundation First Financial
Northwest Foundation.
Business
Strategy
We are a community-oriented savings
bank whose focus for the past several years has been primarily to gather
low-cost checking and saving deposits to fund a diversified mix of residential
mortgage loans, commercial and multi-family real estate loans and
construction/land development loans.
Our business strategy is to operate and
grow First Savings Bank as a well-capitalized and profitable community bank,
offering primarily one- to four-family mortgage loans, commercial and
multi-family real estate loans and construction/land development loans along
with a diversified array of deposits and other products and services to
individuals and businesses in our market areas. We intend to
accomplish this strategy by leveraging our established name and franchise,
capital strength and mortgage production capability by:
|
$
|
Capitalizing on our
intimate knowledge of our local communities to serve the convenience and
needs of customers, delivering a consistent and high-quality level of
professional service;
|
|
$
|
Offering competitive
deposit rates and developing customer relationships to attract new
consumer and transaction-based
accounts;
|
|
$
|
Growing our loan portfolio
by diversifying our construction loan portfolios and placing an emphasis
on consumer and commercial real estate,
lending;
|
52
|
$
|
Managing credit risk to
maintain a low level of nonperforming assets, and interest rate risk to
optimize our net interest margin;
and
|
|
$
|
Improving our overall
efficiency and
profitability.
|
Critical
Accounting Policies
Critical accounting policies are those
that involve significant judgments and assumptions by management and that have,
or could have, a material impact on our income or the carrying value of our
assets. Our critical accounting policies are those related to our
allowance for loan losses.
Allowance for Loan
Losses. Management recognizes that loan losses may occur over
the life of a loan and that the allowance for loan losses must be maintained at
a level necessary to absorb specific losses on impaired loans and probable
losses inherent in the loan portfolio. Our Asset Liability
Management Committee assesses the allowance for loan losses on a quarterly
basis. The committee analyzes several different factors, including
delinquency,
charge-off rates and the changing risk profile of our loan portfolio, as well as
local economic conditions such as unemployment rates, bankruptcies and vacancy
rates of business and residential properties.
We believe that the accounting estimate
related to the allowance for loan losses is a critical accounting estimate
because it is highly susceptible to change from period to period requiring
management to make assumptions about probable losses inherent in the loan
portfolio; and the impact of a sudden large loss could deplete the allowance and
potentially require increased provisions to replenish the allowance, which would
negatively affect earnings.
Our methodology for analyzing the
allowance for loan losses consists of two components: formula and specific
allowances. The formula allowance is determined by applying an
estimated loss percentage to various groups of loans. The loss
percentages are generally based on various historical measures such as the
amount and type of classified loans, past due ratios and loss experience, which
could affect the collectibility of the respective loan types.
The specific allowance component is
created when management believes that the collectibility of a specific loan,
such as a real estate, multi-family or commercial real estate loan, has been
impaired and a loss is probable.
The allowance is increased by the
provision for loan losses, which is charged against current period earnings and
decreased by the amount of actual loan charge-offs, net of
recoveries.
Comparison of Financial Condition at
December 31, 2007 and December 31, 2006
General. Our
total assets increased $136.2 million, or 13.55%, to $1.1 billion at December
31, 2007 from $1.0 billion at December 31, 2006. The asset growth
resulted mainly from an increase in net loans receivable of $180.3
million. This loan growth was funded primarily by excess liquidity, a
combined net decrease in cash on hand and in banks, interest-bearing deposits
and Federal funds sold of $15.1 million, and a decrease in investments available
for sale of $29.2 million.
53
Assets. Total
assets increased $136.2 million or 13.55% during the year ended December 31,
2007. The following table details the changes in the composition of
our assets from December 31, 2006 to December 31, 2007.
Balance
at
December
31, 2007
|
Increase/(Decrease)
from
December
31, 2006
|
Percentage
Increase/(Decrease)
|
||||||||||
(Dollars
in Thousands)
|
||||||||||||
Cash
on hand and in banks
|
$ | 3,675 | $ | (8,460 | ) | (69.72 | )% | |||||
Interest-bearing
deposits
|
787 | (6,451 | ) | (89.13 | ) | |||||||
Federal
funds
sold
|
7,115 | (175 | ) | (2.40 | ) | |||||||
Mortgage
servicing rights
|
1,126 | (434 | ) | (27.82 | ) | |||||||
Investments
available for sale
|
119,837 | (29,214 | ) | (19.60 | ) | |||||||
Investments
held to maturity
|
80,410 | (6,376 | ) | (7.35 | ) | |||||||
Loans
receivable,
net
|
880,664 | 180,336 | 25.75 | |||||||||
Premises
and equipment, net
|
13,339 | (398 | ) | (2.90 | ) | |||||||
Federal
Home Loan Bank
|
||||||||||||
stock,
at
cost
|
4,671 | -- | -- | |||||||||
Accrued
interest receivable
|
5,194 | 484 | 10.28 | |||||||||
Prepaid
expenses and other assets
|
2,771 | 408 | 17.27 | |||||||||
Income
tax
receivable
|
-- | (636 | ) | (100.00 | ) | |||||||
Deferred
tax assets,
net
|
7,093 | 7,093 | 100.00 | |||||||||
Goodwill
|
14,206 | -- | -- | |||||||||
Total
assets
|
$ | 1,140,888 | $ | 136,177 | 13.55 | % |
Cash on hand and in banks,
interest-bearing deposits, and Federal funds sold decreased $8.5 million, $6.5
million, and $175,000, respectively, from December 31, 2006, as these funds were
used to fund the loan growth during the year ended December 31,
2007.
Loans receivable, net increased $180.4
million to $880.7 million at December 31, 2007 from $700.3 million at December
31, 2006. During the year ended December 31, 2007, we originated
$118.6 million in one- to four-family mortgage loans. We also
originated $66.3 million and $10.0 million in commercial real estate and
multi-family mortgages and $5.9 million in consumer loans. Our
construction/land development loan originations during the period were $233.7
million in line with our business strategy previously adopted. The
loan growth during the year ended December 31, 2007 was partially offset by
$191.7 million in principal repayments received during the period.
Investments available for sale
decreased $29.2 million or 19.60% to $119.8 million at December 31, 2007 from
$149.0 million at December 31, 2006. This decrease was the result of
our using the liquidity generated by principal repayments to fund increased
commercial real estate and construction/land development loan
demand.
Net deferred tax assets, increased $7.1
million primarily as a result of the deferred tax effect of the Company=s one time
contribution to establish First Financial Northwest Foundation and the increase
in the provision for loan losses.
Deposits. During
the year ended December 31, 2007, deposits decreased $21.2 million to $729.5
million at December 31, 2007. The decrease in deposits was the
result of decreases in money market accounts of $36.7 million,
noninterest-bearing accounts of $2.1 million and statement savings accounts of
$2.7 million. These decreases were partially offset
by increases in certificate accounts of $18.0 million and NOW
accounts of $2.3 million. The growth in our certificates of deposit
was the result of our increasing rates available on those products relative to
other deposit products or other investments in the current interest rate
environment.
54
Advances. We
use advances from the Federal Home Loan Bank of Seattle as an alternative
funding source to deposits to manage funding costs and reduce interest rate risk
and to leverage our balance sheet. The net effect was to fund
increases in total interest-earning assets, thereby incrementally increasing our
net interest income. Total advances at December 31, 2007 were $96.0
million, a decrease of $51.0 million, or 34.69%, from December 31, 2006.
This decrease was attributable to our utilization of funds received from
our recent offering to reduce advances from the Federal Home Loan Bank of
Seattle.
Stockholders= Equity. Total
stockholders= equity
increased $205.3 million, or 197.40%, to $309.3 million at December 31, 2007
from $104.0 million at December 31, 2006. This was primarily a result
of $224.4 million from our offering partially offset by the purchase of employee
stock ownership plan shares of $16.9 million and a net loss of $4.0 million,
which included the one-time contribution of $16.9 million of the First Financial
Northwest Foundation, for the year ended December 31, 2007.
Comparison
of Operating Results for the Year Ended December 31, 2007 and December 31,
2006
General. Our net
loss for the year ended December 31, 2007 was $4.0 million, a decrease of $11.1
million from net income of $7.1 for the prior year. The decrease in
net income was the result of a $5.7 million increase in net interest income, a
$5.7 million increase in the provision for loan losses, a $681,000 increase in
total noninterest income, an increase of $17.6 million in noninterest expense,
which included the one-time contribution and a decrease of $5.8 million in
federal income tax expense.
Net Interest
Income. Our net interest income increased $5.7 million for the
year ended December 31, 2007 to $23.7 million, compared to $18.0 million for the
year ended December 31, 2006 primarily as a result of the $172.4 million
increase in our average loans receivable partially offset by a 30 basis point
increase in our average cost of funds and a $63.8 million increase in our
average interest bearing liabilities. During the year, our average
yield on interest-earning assets and our average cost of funds increased 29 and
30 basis points, respectively, resulting in a one basis point decrease in our
interest rate spread.
Interest
Income. Total interest income increased $11.3 million to $66.6
million for the year ended December 31, 2007 from $55.3 million for the year
ended December 31, 2006. The following table compares detailed
average earning asset balances, associated yields and resulting changes in
interest income for the year ended December 31, 2007 and 2006:
Year
Ended December 31,
|
||||||||||||||||||||
2007
|
2006
|
Increase/
|
||||||||||||||||||
Average
Balance
|
Yield
|
Average
Balance
|
Yield
|
(Decrease)
in Interest and Dividend Income
|
||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||
Loans
receivable,
net
|
$ | 794,610 | 7.06 | % | $ | 622,183 | 6.98 | % | $ | 12,707 | ||||||||||
Investment
securities available for sale
|
132,217 | 4.50 | 165,668 | 4.37 | (1,284 | ) | ||||||||||||||
Investment
securities held to maturity
|
85,661 | 4.45 | 86,854 | 4.40 | (10 | ) | ||||||||||||||
Federal
Home Loan Bank
stock
|
4,671 | 0.60 | 4,671 | 0.11 | 23 | |||||||||||||||
Federal
funds sold and interest bearing
|
||||||||||||||||||||
deposits
|
12,451 | 5.30 | 15,129 | 5.20 | (127 | ) | ||||||||||||||
Total
interest-earning
assets
|
$ | 1,029,610 | 6.47 | % | $ | 894,505 | 6.18 | % | $ | 11,309 |
Average total interest-earning assets
increased $135.1 million during the year ended December 31, 2007 compared to the
year ended December 31, 2006 primarily as a result of the increase in the
average balance of our loans receivable, net which resulted in an increase of
$12.7 million in loan interest income. These results were
55
attributable
to our investing our stock offering proceeds and utilizing proceeds received
from the maturation of and interest received on investment securities and using
increased deposits and Federal Home Loan Bank advances to fund higher yielding
commercial real estate and construction/land development loans.
Interest
Expense. Total interest expense for the year ended December
31, 2007 was $42.8 million, an increase of $5.6 million from the prior
year. The following table details average balances, cost of funds and
the resulting increase in interest expense for the year ended December 31, 2007
and 2006:
Year
Ended December 31,
|
||||||||||||||||||||
2007
|
2006
|
Increase/
|
||||||||||||||||||
Average
Balance
|
Cost
|
Average
Balance
|
Cost
|
(Decrease)
in Interest
Expense
|
||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||
NOW
accounts
|
$ | 33,780 | 0.95 | % | $ | 14,596 | 0.54 | % | $ | 241 | ||||||||||
Statement
savings
accounts
|
14,217 | 1.75 | 16,139 | 1.76 | (35 | ) | ||||||||||||||
Money
market
accounts
|
188,805 | 4.18 | 201,109 | 4.16 | (484 | ) | ||||||||||||||
Certificates
of
deposit
|
521,126 | 5.06 | 491,657 | 4.53 | 4,121 | |||||||||||||||
Advances
from Federal Home Loan Bank
|
149,365 | 5.37 | 119,966 | 5.22 | 1,757 | |||||||||||||||
Total
interest-bearing
liabilities
|
$ | 907,293 | 4.72 | % | $ | 843,467 | 4.42 | % | $ | 5,600 |
The average balance of total
interest-bearing liabilities increased $63.8 million for the year ended December
31, 2007 compared to December 31, 2006. Our total interest expense
increased $5.6 million primarily as a result of a 30 basis point increase in our
average total cost of funds and to a lesser extent increases in the average
balance of our deposits. The average balance of certificates of
deposit increased $29.5 million compared to the same period last year, the
average cost of funds for these certificates increased 53 basis points
reflecting the higher interest rate environment during the period and related
interest expense increased $4.1 million. The average balance of
advances from the Federal Home Loan Bank increased $29.4 million for the year
ended December 31, 2007 from the same period in 2006, the average cost of
advances increased 15 basis points and related interest expense increased $1.8
million.
Provision for Loan
Losses. We establish provisions for loan losses, which are
charged to operations, at a level necessary to absorb known and inherent losses
that are both probable and reasonably estimable at the date of the financial
statements. In evaluating the level of the allowance for loan losses
management considers historical loss experience, the types of loans and the
amount of loans in the loan portfolio, adverse situations that may affect the
borrower=s ability to
repay, the estimated value of any underlying collateral, peer group information,
and prevailing economic conditions. This evaluation is inherently
subjective, as it requires estimates that are susceptible to significant
revision as more information becomes available or as future events differ from
predictions.
We recorded a $6.0 million provision
for loan losses for the year ended December 31, 2007, an increase of $5.7
million from the year ended December 31, 2006. Of this increase, $4.5
million related to $30.7 million of impaired loans to one builder for projects
secured by real estate in King, Pierce and Thurston counties,
Washington. These loans are to a builder of entry level homes whose
sales have been impacted by the current credit tightening as first time home
purchasers generally have lower credit scores and a minimal amount of equity to
finance the purchase. The remaining increase is attributable to growth in the
portfolio and the peer group analysis incorporated as part of the methodology we
utilized to compute the balance required for our allowance for loan loss account
as a result of our lack of any historical loss experience.
We used a consistent methodology in
assessing the allowance for both 2007 and 2006. However, for 2007 our
assumptions were modified to place greater emphasis on our increasing
construction/land development loan portfolio and the incremental risks
associated with the increased lending activities. We also reviewed
the national
56
trend of declining home sales with potential housing market value
depreciation and our expanded position in construction/land development and
commercial real estate lending. The allowance for loan losses was
$8.0 million or 0.80% of total loans at December 31, 2007 as compared to $2.0
million, or 0.26% of total loans outstanding at December 31,
2006. The level of the allowance is based on estimates, and the
ultimate losses may vary from the estimates.
Determining the amount of the allowance
for loan losses necessarily involves a high degree of
judgment. Management reviews the level of the allowance at least on a
quarterly basis, and establishes the provision for loan losses based on the
composition of the loan portfolio, delinquency levels, loss experience, economic
conditions, and other factors related to the collectibility of the loan
portfolio. We have allocated the allowance amount categories of loan
types as well as classification status at each period-end
date. Assumptions and allocated percentages based on loan types and
classification status have been consistently
applied. Non-performing loans are assigned a higher percentage
of allowance allocation.
Although we believe that we used the
best information available to establish the allowance for loan losses, future
additions to the allowance may be necessary based on estimates that are
susceptible to change as a result of changes in economic conditions and other
factors. Any increase or decrease in the provision for loan losses
has a corresponding negative or positive effect on net income.
At
or For the Year Ended
|
||||||||
December
31,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in Thousands)
|
||||||||
Provision
for loan losses
|
$ | 6,000 | $ | 320 | ||||
Net
charge-offs
|
-- | -- | ||||||
Allowance
for loan losses
|
7,971 | 1,971 | ||||||
Allowance
for losses as a percentage of total loans
|
||||||||
outstanding
at a the end of the period
|
0.80 | % | 0.26 | % | ||||
Allowance
for loan losses as a percentage of
|
||||||||
nonperforming
loans at end of period
|
24.71 | % | 1279.87 | % | ||||
Total
nonaccrual and 90 days or more past due loans
|
32,255 | 154 | ||||||
Nonaccrual
and 90 days or more past due loans as a
|
||||||||
percentage
of total loans
|
3.22 | % | 0.02 | % | ||||
Total
loans receivable
|
$ | 1,000,750 | $ | 763,755 | ||||
Total
loans originated
|
$ | 434,427 | $ | 312,922 | ||||
Total
loans purchased
|
$ | 25 | $ | 6,130 | ||||
Total
loans sold
|
$ | 5,796 | $ | 4,245 |
Noninterest Income
(Expense). Noninterest income increased $681,000 or 740.22% to
$589,000 for the year ended December 31, 2007 from the year ended December 31,
2006. The following table provides a detailed analysis of the changes
in the components of noninterest income:
57
Year
Ended
December
31, 2007
|
Increase/(Decrease)
from
December
31, 2006
|
Percentage
Increase/(Decrease)
|
||||||||||
(Dollars
in Thousands)
|
||||||||||||
Service
fees and charges on
|
||||||||||||
deposit
accounts
|
$ | 78 | $ | 5 | 6.85 | % | ||||||
Loan
service fees and charges
|
339 | (81 | ) | (19.29 | ) | |||||||
Gain
(loss) on sale of investments
|
-- | 3 | 100.00 | |||||||||
Mortgage
servicing rights, net
|
(331 | ) | 316 | 48.84 | ||||||||
Other
|
503 | 438 | 673.85 | |||||||||
Total
noninterest income (expense)
|
$ | 589 | $ | 681 | 740.22 | % |
Noninterest income related to mortgage
servicing rights increased $316,000 for the year ended December 31, 2007 from
the year ended December 31, 2006. The primary difference was the
result of a decrease of $321,000 in mortgage servicing amortization caused by
the reduction in amortization expense for the period. Mortgage servicing rights
are amortized in proportion to, and over, the estimated period the net servicing
income will be collected. The carrying value of mortgage servicing
rights is evaluated quarterly in relation to estimated future cash flows to be
received with amortization expense adjusted to reflect any change in
evaluation.
Other noninterest income increased
$438,000 for the year ended December 31, 2007 from the year ended December 31,
2006. The difference was primarily attributable to proceeds of
$374,000 on a one-time payment due from an insurance policy First Savings Bank
owned on one of its former officers who passed away in December 2007, wire
transfer fees generated approximately $16,000 mainly from customers involved
with our mutual to stock conversion and an increase in miscellaneous fees and
other income of $48,000.
Noninterest
Expense. Noninterest expense increased $17.6 million during
the year ended December 31, 2007 to $26.0 million, from $8.4 million for the
year ended December 31, 2006. The following table provides an
analysis of the changes in the components of noninterest expense:
Year
Ended
December
31, 2007
|
Increase/(Decrease)
from
December
31, 2006
|
Percentage
Increase/(Decrease)
|
||||||||||
(Dollars
in Thousands)
|
||||||||||||
Compensation
and benefits
|
$ | 5,383 | $ | 52 | 0.98 | % | ||||||
Occupancy
and equipment
|
1,060 | (32 | ) | (2.93 | ) | |||||||
Data
processing
|
468 | 111 | 31.09 | |||||||||
Professional
fees
|
619 | 382 | 161.18 | |||||||||
Marketing
|
274 | 37 | 15.61 | |||||||||
First
Financial Northwest
|
||||||||||||
Foundation
contribution
|
16,928 | 16,928 | 100.00 | |||||||||
Office
supplies and postage
|
194 | (7 | ) | (3.48 | ) | |||||||
Regulatory
fees and deposit
|
||||||||||||
insurance
premiums
|
126 | (53 | ) | (29.61 | ) | |||||||
Bank
and ATM
charges
|
244 | 126 | 106.78 | |||||||||
Other
|
673 | 41 | 6.49 | |||||||||
Total
noninterest expense
|
$ | 25,969 | $ | 17,585 | 209.74 | % |
Major components of the increase in
noninterest expense include:
58
Professional fees increased $382,000
for the year ended December 31, 2007 from the year ended December 31,
2006. The increase was the result of additional accounting and legal
fees incurred as a result of the change to a publicly owned
company.
The $16.9 million contribution to the
First Financial Northwest Foundation for the year ended December 31, 2007 was a
one-time contribution to fund the Foundation.
Noninterest expense will increase going
forward as a result of the accounting, legal, and various other additional
noninterest expenses associated with operating as a public company, particularly
as a result of the requirements of the Sarbanes-Oxley of 2002. In
addition, noninterest expense will increase going forward as a result of the
implementation of the stock benefit plans being proposed at our annual meeting
of shareholders.
Federal Income Tax (Benefit)
Expense. Federal income tax expense decreased $5.8 million for
the year ended December 31, 2007 to a tax benefit of $3.7 million from an
expense of $2.1 million for the year ended December 31, 2006. The
decrease in the federal income tax expense was mainly related to the $16.9
million donation to First Financial Northwest Foundation. There is no
State of Washington income tax.
Comparison of Financial Condition at
December 31, 2006 and December 31, 2005
General. Our
total assets increased $125.1 million, or 14.22%, to $1.0 billion at December
31, 2006 from $879.7 million at December 31, 2005. The asset growth
resulted mainly from an increase in net loans receivable of $159.6
million. This loan growth was funded primarily by a decrease in
investments available for sale of $35.2 million, a $61.2 million increase in
deposits, a $57.0 million increase in advances from the Federal Home Loan Bank
of Seattle and $7.1 million in net income.
Assets. Total
assets increased $125.1 million or 14.22% during the year ended December 31,
2006. The following table details the changes in the composition of
our assets from December 31, 2005 to December 31, 2006.
Balance
at
December
31, 2006
|
Increase/(Decrease)
from
December
31, 2005
|
Percentage
Increase/(Decrease)
|
||||||||||
(Dollars
in Thousands)
|
||||||||||||
Cash
on hand and in
banks
|
$ | 12,135 | $ | 7,566 | 165.59 | % | ||||||
Interest-bearing
deposits
|
7,238 | (5,066 | ) | (41.17 | ) | |||||||
Federal
funds
sold
|
7,290 | (2,020 | ) | (21.70 | ) | |||||||
Mortgage
servicing
rights
|
1,560 | (1,440 | ) | (48.00 | ) | |||||||
Investment
securities available for sale
|
149,051 | (35,228 | ) | (19.12 | ) | |||||||
Investment
securities held to maturity
|
86,786 | 123 | 0.14 | |||||||||
Loans
receivable,
net
|
700,328 | 159,633 | 29.52 | |||||||||
Premises
and equipment,
net
|
13,737 | (45 | ) | (0.33 | ) | |||||||
Federal
Home Loan Bank stock, at cost
|
4,671 | -- | -- | |||||||||
Accrued
interest
receivable
|
4,710 | 292 | 6.61 | |||||||||
Prepaid
expenses and other assets
|
2,363 | 158 | 7.17 | |||||||||
Income
tax
receivable
|
636 | 636 | 100.00 | |||||||||
Goodwill
|
14,206 | 452 | 3.29 | |||||||||
Total
assets
|
$ | 1,004,711 | $ | 125,061 | 14.22 | % |
Mortgage servicing rights decreased
$1.4 million from the prior year based on a combination of a purchase accounting
adjustment and principal amortization on loans contained in the servicing
portfolio during the year. Goodwill increased $452,000 during 2006 as
a result of adjustments made to the account for the acquisition of Executive
House. This acquisition was made on December 30, 2005.
59
Securities available for sale
decreased $35.2 million or 19.12% to $149.1 million at December 31, 2006 from
$184.2 million at December 31, 2005. This decrease was the result of
our using the liquidity generated by investment sales and maturities to fund
increased commercial real estate and construction/land development loan
demand.
Loans receivable, net increased $159.6
million, or 29.52%, to $700.3 million at December 31, 2006 from $540.7 million
at December 31, 2005. During the year ended December 31, 2006 we
originated $126.2 million in one- to four-family mortgage loans. We also
originated $51.9 million and $12.7 million in commercial real estate and
multi-family mortgages, respectively, $118.4 million in construction/land
development loans, and $3.9 million in consumer loans. Loan purchases amounted
to $6.1 million during the year ended December 31, 2006 compared to $218.2
million during the year ended December 31, 2005. During 2005, prior to, and in
connection with the acquisition of Executive House, we purchased $14.9 million
in one- to four-family loans, $9.5 million in multi-family loans, $29.3 million
in commercial real estate loans, and $164.5 million in construction/land
development loans. Our loan
growth during the year ended December 31, 2006 was partially offset by $167.3
million in principal repayments received during the year. Principal repayments
received during the year ended December 31, 2005 were $99.7
million.
Deposits. During
the year ended December 31, 2006, deposits increased $61.2 million to $750.7
million at December 31, 2006. The increase in deposits was the
result of an increase in certificate accounts of $47.9 million, money market
accounts of $18.7 million and noninterest-bearing accounts of $2.5 million that
was partially offset by a decrease in statement savings and NOW accounts of $7.9
million. The shift towards higher-rate certificates of deposit was a
result of the increased rates available on those products relative to other
deposit products or other investments in the interest rate environment
experienced in 2006.
Advances. We use
advances from the Federal Home Loan Bank of Seattle as an alternative funding
source to deposits to manage funding costs and reduce interest rate risk and to
leverage our balance sheet. The net effect was to fund increases in
total interest-earning assets, thereby incrementally increasing our net interest
income. Total advances at December 31, 2006 were $147.0
million, an increase of $57.0 million, or 63.33%, from December 31,
2005. This increase was attributable to our utilization of advances
from the Federal Home Loan Bank of Seattle to fund loan originations generated
by Executive House.
Equity. Total
equity increased $7.7 million, or 7.98%, to $104.0 million at December 31, 2006
from $96.4 million at December 31, 2005 primarily due to $7.1 million of net
income for the year ended December 31, 2006.
Comparison
of Operating Results for the Years Ended December 31, 2006 and December 31,
2005
General. Our net
income for the year ended December 31, 2006 was $7.1 million, a decrease of $2.0
million from the comparable period in the prior year. The decrease in
net income was the result of a $1.4 million increase in net interest income,
offset by a $183,000 increase in the provision for loan losses, a $446,000
decrease in total noninterest income (expense), an increase of $3.6 million in
noninterest expense and a decrease of $893,000 in federal income tax
expense.
Net Interest
Income. Our net interest income increased $1.4 million for the
year ended December 31, 2006 to $18.0 million, compared to $16.6 million for the
comparable period in the prior year. Average total interest-earning
assets increased $132.5 million from the prior year. During that same
period, our average cost of funds increased 100 basis points resulting in an 11
basis point reduction in our interest rate spread.
Interest
Income. Total interest income for the year ended December 31,
2006 increased $15.0 million to $55.3 million from the prior
year. The following table compares detailed average earning asset
balances, associated yields and resulting changes in interest income for the
years ended December 31, 2006 and 2005:
60
Year
Ended December 31,
|
||||||||||||||||||||
2006
|
2005
|
Increase/
|
||||||||||||||||||
Average
Balance
|
Yield
|
Average
Balance
|
Yield
|
(Decrease)
in Interest and Dividend Income from 2005
|
||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||
Loans
receivable,
net
|
$ | 622,183 | 6.98 | % | $ | 415,457 | 6.28 | % | $ | 17,341 | ||||||||||
Investment
securities available for sale
|
165,668 | 4.37 | 231,590 | 4.13 | (2,334 | ) | ||||||||||||||
Investment
securities held to maturity
|
86,854 | 4.40 | 87,159 | 4.41 | (22 | ) | ||||||||||||||
Federal
Home Loan Bank
stock
|
4,671 | 0.11 | 4,671 | 0.41 | (14 | ) | ||||||||||||||
Federal
funds sold and interest bearing
|
||||||||||||||||||||
deposits
|
15,129 | 5.20 | 23,092 | 3.39 | 4 | |||||||||||||||
Total
interest-earning
assets
|
$ | 894,505 | 6.18 | % | $ | 761,969 | 5.29 | % | $ | 14,975 |
Average total interest-earning assets
increased $132.5 million during the year ended December 31, 2006 compared to the
year ended December 31, 2005 as a result of the increase in our loan portfolio.
Our 89 basis point increase in the average yield on total interest-earning
assets resulted in an increase of $15.0 million in total interest
income. These results were attributable to our redeploying proceeds
received from the maturation of and interest received on investment securities
and using increased deposits and Federal Home Loan Bank advances to fund higher
yielding commercial real estate and construction/land development
loans.
Interest
Expense. Total interest expense for the year ended December
31, 2006 was $37.2 million, an increase of $13.6 million from the prior
year. The following table details average balances, cost of funds and
the resulting decrease in interest expense for the year ended December 31, 2006
and 2005:
Year
Ended December 31,
|
||||||||||||||||||||
2006
|
2005
|
Increase/
|
||||||||||||||||||
Average
Balance
|
Cost
|
Average
Balance
|
Cost
|
(Decrease)
in Interest Expense from 2005
|
||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||
NOW
accounts
|
$ | 14,596 | 0.54 | % | $ | 14,734 | 0.58 | % | $ | (6 | ) | |||||||||
Statement
savings
accounts
|
16,139 | 1.76 | 23,415 | 1.77 | (130 | ) | ||||||||||||||
Money
market
accounts
|
201,109 | 4.16 | 186,026 | 2.70 | 3,337 | |||||||||||||||
Certificates
of
deposit
|
491,657 | 4.53 | 456,262 | 3.85 | 4,685 | |||||||||||||||
Advances
from Federal Home Loan Bank
|
119,966 | 5.22 | 12,616 | 4.53 | 5,694 | |||||||||||||||
Total
interest-bearing
liabilities
|
$ | 843,467 | 4.42 | % | $ | 693,053 | 3.42 | % | $ | 13,580 |
The average balance of total
interest-bearing liabilities increased $150.4 million for the year ended
December 31, 2006 compared to the year ended December 31, 2005. Our
total interest expense increased $13.6 million primarily as a result of a 100
basis point increase in our average total cost of funds and to a lesser extent,
increases in the average balance of our deposits. The average balance
of certificates of deposit increased $35.4 million during the same period, the
average cost of funds for these certificates increased 68 basis points and
interest expense increased $4.7 million. This increase was primarily
the result of a higher interest rate environment during the year and a special
promotion in connection with the grand opening of our new bank facility. The
average balance of advances from the Federal Home Loan Bank increased $107.4
million for the year ended December 31, 2006
61
from the
same period in 2005, the average cost of funds increased 69 basis points and
interest expense increased $5.7 million.
Provision for Loan
Losses. We recorded a provision for loan losses for the year
ended December 31, 2006, of $320,000, an increase of $183,000 compared to the
year ended December 31, 2005 in connection with the continuing change in the
portfolio mix of our loans. This increase was a direct result of the
methodology we utilized to compute the balance required for our allowance for
loan loss account.
We used a consistent methodology in
assessing the allowance for loan losses for both 2006 and 2005. The
allowance for loan losses was $2.0 million or 0.26% of total loans at December
31, 2006 as compared to $1.7 million, or 0.27% of total loans outstanding at
December 31, 2005. The level of the allowance is based on estimates,
and our ultimate losses may vary from the estimates. In addition,
during 2005, the allowance increased by $546,000 as a result of the acquisition
of Executive House.
Although we believe that we used the
best information available to establish the allowance for loan losses, future
additions to the allowance may be necessary based on estimates that are
susceptible to change as a result of changes in economic conditions and other
factors. Any increase or decrease in the provision for loan losses
has a corresponding negative or positive effect on net income. The
following table details activity and information related to the allowance for
loan losses for the years ended December 31, 2006 and 2005:
At
or For the Year
|
||||||||
Ended
December 31,
|
||||||||
2006
|
2005
|
|||||||
(Dollars
in Thousands)
|
||||||||
Provision
for loan losses
|
$ | 320 | $ | 137 | ||||
Acquisition
of Executive House
|
-- | 546 | ||||||
Net
charge-offs
|
-- | 27 | ||||||
Allowance
for loan losses
|
1,971 | 1,651 | ||||||
Allowance
for losses as a percentage of total loans
|
||||||||
outstanding
at a the end of the period
|
0.26 | % | 0.27 | % | ||||
Allowance
for loan losses as a percentage of
|
||||||||
nonperforming
loans at end of period
|
1279.87 | % | 550.33 | % | ||||
Total
nonaccrual and 90 days or more past due loans
|
154 | 300 | ||||||
Nonaccrual
and 90 days or more past due loans as a
|
||||||||
percentage
of total loans
|
0.02 | % | 0.05 | % | ||||
Total
loans receivable
|
$ | 763,755 | $ | 616,235 | ||||
Total
loans originated
|
$ | 312,922 | $ | 91,333 | ||||
Total
loans purchased
|
$ | 6,130 | $ | 218,230 | ||||
Total
loans sold
|
$ | 4,245 | $ | -- |
Noninterest Income
(Expense). Noninterest income (expense) decreased $446,000, or
125.99% to an expense of $92,000 for the year ended December 31, 2006 from the
prior year. The following table provides a detailed analysis of the
changes in the components of noninterest income:
62
Year
Ended
December
31, 2006
|
Increase/(Decrease)
from
December
31, 2005
|
Percentage
Increase/(Decrease)
|
||||||||||
(Dollars
in Thousands)
|
||||||||||||
Service
fees and charges on
|
||||||||||||
deposit
accounts
|
$ | 73 | $ | 7 | 10.61 | % | ||||||
Loan
service fees and charges
|
420 | 100 | 31.25 | |||||||||
Gain
(loss) on sale of investments
|
(3 | ) | 82 | 96.47 | ||||||||
Mortgage
servicing rights, net
|
(647 | ) | (647 | ) | (100.00 | ) | ||||||
Other
|
65 | 12 | 22.64 | |||||||||
Total
noninterest income (expense)
|
$ | (92 | ) | $ | (446 | ) | (125.99 | )% |
Loan service fees and charges increased
$100,000 to $420,000 for the year ended December 31, 2006 compared to the year
ended December 31, 2005 primarily reflecting our increased loan origination as a
result of our acquisition of Executive House.
Mortgage servicing rights, net
decreased $647,000 during 2006 from the prior year. This decrease was
the result of amortization during the year of $755,000, offset by mortgage
servicing fees of $108,000.
Noninterest
Expense. Noninterest expense increased $3.6 million during the
year ended December 31, 2006 to $8.4 million, compared to $4.7 million for the
prior year. The following table provides an analysis of the changes
in the components of noninterest expense:
Year
Ended
December
31, 2006
|
Increase/(Decrease)
from
December
31, 2005
|
Percentage
Increase/(Decrease)
|
||||||||||
(Dollars
in Thousands)
|
||||||||||||
Compensation
and benefits
|
$ | 5,331 | $ | 2,454 | 85.30 | % | ||||||
Occupancy
and equipment
|
1,092 | 620 | 131.36 | |||||||||
Data
processing
|
357 | 58 | 19.40 | |||||||||
Professional
fees
|
237 | 53 | 28.80 | |||||||||
Marketing
|
237 | 94 | 65.73 | |||||||||
Office
supplies and postage
|
201 | 72 | 55.81 | |||||||||
Regulatory
fees and deposit
|
||||||||||||
insurance
premiums
|
179 | 61 | 51.69 | |||||||||
Bank
and ATM
charges
|
118 | 14 | 13.46 | |||||||||
Other
|
632 | 219 | 53.03 | |||||||||
Total
noninterest expense
|
$ | 8,384 | $ | 3,645 | 76.91 | % |
Major components of the increase in
noninterest expense include:
Compensation and benefits increased
$2.5 million for the year ended December 31, 2006 from the comparable period in
2005. This increase was attributable in part to our acquisition of
Executive House and reflects a full year of operations in 2006 which contributed
$1.2 million to the increase in compensation and benefits. The
remaining $1.3 million increase was attributable to $168,000 in employee
benefits, $370,000 in deferred compensation expense, and $750,000 in salary
adjustments, annual salary increases and the creation of 15 full time equivalent
positions. These positions were created in the Information Technology
Department, Compliance Department, and our deposit, loan and
administrative support areas to accommodate our acquisition of Executive House
and our continued growth.
63
Occupancy and equipment increased
$620,000 during the year ended December 31, 2006 from 2005. These
increases were primarily attributable to the opening and operation of our new
bank facility in 2006.
Marketing expense increased $94,000 for
the year ended December 31, 2006 primarily as a result of the costs associated
with the grand opening of our new bank facility in 2006 and a time deposit
certificate promotion which was run during 2006.
Other expenses increased $219,000
during the year ended December 31, 2006 from the prior year. This
increase was primarily attributable to $206,000 of other expense generated by
Executive House and an increase in other expenses at First Savings Bank of
$13,000.
Federal Income Tax
Expense. Federal income tax expense decreased $893,000 for the
year ended December 31, 2006 to $2.1 million from $3.0 million for the year
ended December 31, 2005. The effective tax rate for the year ended
December 31, 2006 was 23.09%, compared to 24.98% for the year ended December 31,
2005. The decrease was a result of the tax effect on the increase of
other nontaxable income of $176,000 offset by the tax effect on the decrease in
tax exempt interest of $263,000.
Impact
of Benefit Plans
In connection with the mutual to stock
conversion we adopted an employee stock ownership plan. We also
intend to adopt, subject to approval by a majority of the total votes eligible
to be cast at a duly called meeting by shareholders, a restricted stock plan and
a stock option plan. The implementation of the employee stock
ownership plan and the restricted stock plan will affect our results of
operations as a component of employee compensation expense. The
employee stock ownership plan has resulted in employee compensation expense
equal to the current market price of the shares that were released and allocated
to the participants in the plan. The employee stock ownership plan expense for
the year ended December 31, 2007 was for the period from the date of the
conversion, October 9, 2007, to December 31, 2007. The effect the restricted
stock plan will have on employee compensation expense will be equal to the
current market price of the shares being awarded to the employees receiving the
shares recognized as compensation expense over the vesting period of the shares.
We will account for stock option awards issued to employees under Financial
Accounting Standards Board Statements of Financial Accounting Standards No.
123R, which requires recognition of compensation expense based on the fair value
of the award at the measurement date, which is generally the date of
grant.
Average
Balances, Interest and Average Yields/Cost
The following table sets 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. Average balances have been calculated using either the
average of the weekly or monthly balances during the period depending on the
availability of the applicable balances. Management believes this
method is not materially different from other methods of calculating average
balances. Interest and dividends are not reported on a tax-equivalent
basis.
64
Year
Ended December 31,
|
||||||||||||||||||||||||||||||||||||
2007
|
2006
|
2005
|
||||||||||||||||||||||||||||||||||
Average
Balance
(1)
|
Interest
and
Dividends
|
Yield/
Cost
|
Average
Balance
(1)
|
Interest
and
Dividends
|
Yield/
Cost
|
Average
Balance
(1)
|
Interest
and
Dividends
|
Yield/
Cost
|
||||||||||||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||||||||||||||
Interest-earning
assets:
|
||||||||||||||||||||||||||||||||||||
Loans
receivable, net (1)
|
$ | 794,610 | $ | 56,123 | 7.06 | % | $ | 622,183 | $ | 43,416 | 6.98 | % | $ | 415,457 | $ | 26,075 | 6.28 | % | ||||||||||||||||||
Investment
securities
available for sale
|
132,217 | 5,950 | 4.50 | 165,668 | 7,234 | 4.37 | 231,590 | 9,568 | 4.13 | |||||||||||||||||||||||||||
Investment
securities
held
to
maturity
|
85,661 | 3,808 | 4.45 | 86,854 | 3,818 | 4.40 | 87,159 | 3,840 | 4.41 | |||||||||||||||||||||||||||
Federal
Home Loan Bank
stock
|
4,671 | 28 | 0.60 | 4,671 | 5 | 0.11 | 4,671 | 19 | 0.41 | |||||||||||||||||||||||||||
Federal
funds sold
and
interest-bearing
|
||||||||||||||||||||||||||||||||||||
deposits
|
12,451 | 660 | 5.30 | 15,129 | 787 | 5.20 | 23,092 | 783 | 3.39 | |||||||||||||||||||||||||||
Total
interest-
earning
assets
|
1,029,610 | 66,569 | 6.47 | 894,505 | 55,260 | 6.18 | 761,969 | 40,285 | 5.29 | |||||||||||||||||||||||||||
Noninterest
earning assets
|
41,810 | 54,574 | 33,439 | |||||||||||||||||||||||||||||||||
Total
average assets
|
$ | 1,071,420 | $ | 949,079 | $ | 795,408 | ||||||||||||||||||||||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||||||||||||||
NOW
accounts
|
$ | 33,780 | 320 | 0.95 | % | $ | 14,596 | 79 | 0.54 | % | $ | 14,734 | 85 | 0.58 | % | |||||||||||||||||||||
Statement
savings
accounts
|
14,217 | 249 | 1.75 | 16,139 | 284 | 1.76 | 23,415 | 414 | 1.77 | |||||||||||||||||||||||||||
Money
market
accounts
|
188,805 | 7,883 | 4.18 | 201,109 | 8,367 | 4.16 | 186,026 | 5,031 | 2.70 | |||||||||||||||||||||||||||
Certificates
of deposit
|
521,126 | 26,373 | 5.06 | 491,657 | 22,252 | 4.53 | 456,262 | 17,566 | 3.85 | |||||||||||||||||||||||||||
Total
deposits
|
757,928 | 34,825 | 4.59 | 723,501 | 30,982 | 4.28 | 680,437 | 23,096 | 3.39 | |||||||||||||||||||||||||||
Advances
from Federal Home
|
||||||||||||||||||||||||||||||||||||
Loan
Bank
|
149,365 | 8,023 | 5.37 | 119,966 | 6,266 | 5.22 | 12,616 | 572 | 4.53 | |||||||||||||||||||||||||||
Total
interest-bearing
liabilities
|
907,293 | 42,848 | 4.72 | 843,467 | 37,248 | 4.42 | 693,053 | 23,668 | 3.42 | |||||||||||||||||||||||||||
Noninterest-bearing
liabilities
|
10,165 | 2,287 | 7,389 | |||||||||||||||||||||||||||||||||
Average
net
worth
|
153,962 | 103,325 | 94,966 | |||||||||||||||||||||||||||||||||
Total
liabilities and
equity
|
$ | 1,071,420 | $ | 949,079 | $ | 795,408 | ||||||||||||||||||||||||||||||
Net
interest
income
|
$ | 23,721 | $ | 18,012 | $ | 16,617 | ||||||||||||||||||||||||||||||
Interest
rate
spread
|
1.75 | % | 1.76 | % | 1.87 | % | ||||||||||||||||||||||||||||||
Net
interest margin (2)
|
2.30 | % | 2.01 | % | 2.18 | % | ||||||||||||||||||||||||||||||
Ratio
of average interest-
|
||||||||||||||||||||||||||||||||||||
earning
assets to average
|
||||||||||||||||||||||||||||||||||||
interest-bearing
liabilities
|
113.48 | % | 106.05 | % | 109.94 | % |
___________________
(1) The average loans receivable, net
balances include non-accruing loans.
(2)
|
Net interest margin,
otherwise known as yield on interest-earning assets, is calculated as net
interest income divided by average interest-earning
assets.
|
65
Yields
Earned and Rates Paid
The following table sets forth for the
periods and at the dates indicated, the weighted average yields earned on our
assets, the weighted average interest rates paid on our liabilities, together
with the net yield on interest-earning assets.
At
|
||||||||||||||||
December
31,
|
Year
Ended December 31,
|
|||||||||||||||
2007
|
2007
|
2006
|
2005
|
|||||||||||||
Weighted
average yield on:
|
||||||||||||||||
Loans
receivable,
net
|
6.75 | % | 7.06 | % | 6.98 | % | 6.28 | % | ||||||||
Investment
securities available for sale
|
5.12 | 4.50 | 4.37 | 4.13 | ||||||||||||
Investment
securities held to maturity
|
4.60 | 4.45 | 4.40 | 4.41 | ||||||||||||
Federal
Home Loan Bank
stock
|
1.00 | 0.60 | 0.11 | 0.41 | ||||||||||||
Federal
funds sold and interest-
|
||||||||||||||||
bearing
deposits
|
3.88 | 5.30 | 5.20 | 3.39 | ||||||||||||
Total
interest-earning
assets
|
6.36 | 6.47 | 6.18 | 5.29 | ||||||||||||
Weighted
average rate paid on:
|
||||||||||||||||
NOW
accounts
|
0.59 | 0.95 | 0.54 | 0.58 | ||||||||||||
Statement
savings
accounts
|
1.75 | 1.75 | 1.76 | 1.77 | ||||||||||||
Money
market
accounts
|
2.65 | 4.18 | 4.16 | 2.70 | ||||||||||||
Certificates
of
deposit
|
4.99 | 5.06 | 4.53 | 3.85 | ||||||||||||
Total
average
deposits
|
4.34 | 4.59 | 4.28 | 3.39 | ||||||||||||
Advances
from Federal Home Loan Bank
|
4.32 | 5.37 | 5.22 | 4.53 | ||||||||||||
Total
interest-bearing
liabilities
|
4.33 | 4.72 | 4.42 | 3.42 | ||||||||||||
Interest
rate spread (spread between weighted
|
||||||||||||||||
average
rate on all interest-earning assets and all
|
||||||||||||||||
interest-bearing
liabilities)
|
2.03 | 1.75 | 1.76 | 1.87 | ||||||||||||
Net
interest margin (net interest income (expense) as
|
||||||||||||||||
a
percentage of average interest-earning assets)
|
N/A | 2.30 | 2.01 | 2.18 |
66
Rate/Volume
Analysis
The following table sets forth the
effects of changing rates and volumes on our net interest
income. Information is provided with respect to: (1) effects on
interest income attributable to changes in volume (changes in volume multiplied
by prior rate); and (2) effects on interest income attributable to changes in
rate (changes in rate multiplied by prior volume). Changes in
rate/volume are allocated proportionately to the changes in rate and
volume.
Year
Ended December 31, 2007
|
Year
Ended December 31, 2006
|
|||||||||||||||||||||||
Compared
to December 31, 2006
|
Compared
to December 31, 2005
|
|||||||||||||||||||||||
Increase
(Decrease) Due to
|
Increase
(Decrease) Due to
|
|||||||||||||||||||||||
Rate
|
Volume
|
Total
|
Rate
|
Volume
|
Total
|
|||||||||||||||||||
(In
Thousands)
|
||||||||||||||||||||||||
Interest-earning
assets:
|
||||||||||||||||||||||||
Loans
receivable,
net
|
$ | 637 | $ | 12,070 | $ | 12,707 | $ | 4,356 | $ | 12,985 | $ | 17,341 | ||||||||||||
Investment
securities available
|
||||||||||||||||||||||||
for
sale
|
171 | (1,455 | ) | (1,284 | ) | 399 | (2,733 | ) | (2,334 | ) | ||||||||||||||
Investment
securities held to
|
||||||||||||||||||||||||
maturity
|
44 | 54 | (10 | ) | (9 | ) | (13 | ) | (22 | ) | ||||||||||||||
Federal
funds sold and interest-
|
||||||||||||||||||||||||
bearing
deposits with banks
|
23 | -- | 23 | 282 | (278 | ) | 4 | |||||||||||||||||
Federal
Home Loan Bank stock
|
12 | (139 | ) | (127 | ) | (14 | ) | -- | (14 | ) | ||||||||||||||
Total
net change in income on
|
||||||||||||||||||||||||
interest-earning
assets
|
887 | 10,422 | 11,309 | 5,014 | 9,961 | 14,975 | ||||||||||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||
NOW
accounts
|
138 | 103 | 241 | (5 | ) | (1 | ) | (6 | ) | |||||||||||||||
Statement
savings accounts
|
(1 | ) | (34 | ) | (35 | ) | (2 | ) | (128 | ) | (130 | ) | ||||||||||||
Money
market
accounts
|
39 | (523 | ) | (484 | ) | 2,930 | 406 | 3,336 | ||||||||||||||||
Certificates
of
deposit
|
2,778 | 1,343 | 4,121 | 3,329 | 1,357 | 4,686 | ||||||||||||||||||
Advances
from Federal
Home
Loan
Bank
|
224 | 1,533 | 1,757 | 828 | 4,866 | 5,694 | ||||||||||||||||||
Total
net change in expense on
|
||||||||||||||||||||||||
interest-bearing
liabilities
|
3,178 | 2,422 | 5,600 | 7,080 | 6,500 | 13,580 | ||||||||||||||||||
Net
change in net interest income
|
$ | (2,291 | ) | $ | 8,000 | $ | 5,709 | $ | (2,066 | ) | $ | 3,461 | $ | 1,395 |
67
Asset
and Liability Management and Market Risk
General. Our board
of directors has established an asset and liability management policy to guide
management in maximizing net interest rate spread by managing the differences in
terms between interest-earning assets and interest-bearing liabilities while
maintaining acceptable levels of liquidity, capital adequacy, interest rate
sensitivity, credit risk and profitability. The policy includes the
use of an Asset Liability Management Committee whose members include certain
members of senior management. The committee=s purpose is
to communicate, coordinate and manage our asset/liability positions consistent
with our business plan and board-approved policies, as well as to price savings
and lending products, and to develop new products. The Asset
Liability Management Committee meets quarterly to review various areas
including:
|
$
|
economic
conditions;
|
|
$
|
interest rate
outlook;
|
|
$
|
asset/liability
mix;
|
|
$
|
interest rate risk
sensitivity;
|
|
$
|
current market
opportunities to promote specific
products;
|
|
$
|
historical financial
results;
|
|
$
|
projected financial
results; and
|
|
$
|
capital
position.
|
The committee also reviews current and
projected liquidity needs, although not necessarily on a quarterly
basis. As part of its procedures, the Asset Liability Management
Committee regularly reviews interest rate risk by forecasting the impact of
alternative interest rate environments on net interest income and market value
of portfolio equity, which is defined as the net present value of an
institution=s existing
assets, liabilities and off-balance sheet instruments, and evaluating such
impacts against the maximum potential change in market value of portfolio equity
that is authorized by the board of directors.
Our Risk When Interest Rates
Change. The rates of interest we earn on assets and pay on
liabilities generally are established contractually for a period of
time. Market interest rates change over time. Our loans
generally have longer maturities than our deposits. Accordingly, our
results of operations, like those of other financial institutions, are impacted
by changes in interest rates and the interest rate sensitivity of our assets and
liabilities. The risk associated with changes in interest rates and
our ability to adapt to these changes is known as interest rate risk and is our
most significant market risk.
In recent years, we primarily have
utilized the following strategies in our efforts to manage interest rate
risk:
|
$
|
we have increased our
originations of shorter term loans and particularly, construction/land
development loans and consumer
loans;
|
|
$
|
we have structured our
borrowings with relatively short-terms to maturity to match fund our
short-term construction/land development
loans;
|
|
$
|
we have attempted, where
possible, to extend the maturities of our deposits which typically fund
our long-term assets; and
|
|
$
|
we have invested in
securities with relatively short anticipated lives, generally three to
five years.
|
68
How We Measure the Risk of Interest Rate Changes. We monitor First
Savings Bank=s interest
rate sensitivity on a quarterly basis using proprietary software as supported by
The Baker Group, a third party provider, which measures the change in net
interest income as a percentage of net income in varying rate
environments. Management
uses various assumptions to evaluate the sensitivity of our operations to
changes in interest rates. Although management believes these
assumptions are reasonable, the interest rate sensitivity of our assets and
liabilities on net interest income and the market value of portfolio equity
could vary substantially if different assumptions were used or actual experience
differs from these assumptions. Although certain assets and
liabilities may have similar maturities or periods of repricing, they may react
differently to changes in market interest rates. The interest rates
on certain types of assets and liabilities may fluctuate in advance of changes
in market interest rates, while interest rates on other types of assets and
liabilities lag behind changes in market interest rates. Non-uniform
changes and fluctuations in market interest rates across various maturities will
also affect the results presented. In addition, certain assets, such
as adjustable-rate mortgage loans, have features which restrict changes in
interest rates on a short-term basis and over the life of the
asset. In the event of a significant change in interest rates,
prepayment and early withdrawal levels would likely deviate from those
assumed. Finally, the ability of many borrowers to service their debt
may decrease in the event of an interest rate increase. We consider
all these factors in monitoring our interest rate exposure.
The assumptions we use are based upon a
combination of proprietary and market data that reflect historical results and
current market conditions. These assumptions relate to interest
rates, prepayments, deposit decay rates and the market value of certain assets
under the various interest rate scenarios. We use market data as
provided by the Baker Group to determine prepayments and maturities of loans,
investments and borrowings, and use our own assumptions on deposit decay rates
except for time deposits. Time deposits are modeled to reprice to
market rates upon their stated maturities. We also assume that
non-maturity deposits can be maintained with rate adjustments not directly
proportionate to the change in market interest rates, based upon our historical
deposit decay rates which are substantially lower than market decay
rates. We have demonstrated in the past that the tiering structure of
our deposit accounts during changing rate environments results in relatively
lower volatility and less than market rate changes in our interest expense for
deposits. We tier our deposit accounts by balance and rate, whereby
higher balances within an account earn higher rates of
interest. Therefore, deposits that are not very rate sensitive
(generally, lower balance tiers) are separated from deposits that are rate
sensitive (generally, higher balance tiers). When interest rates rise, we do not
have to raise interest rates proportionately on less rate sensitive accounts to
retain these deposits. These assumptions are based upon our analysis
of our customer base, competitive factors and historical
experience.
The following table illustrates the
change in the net portfolio value at December 31, 2007 that would occur in the
event of an immediate change in interest rates equally across all maturities,
with no effect given to any steps that we might take to counter the effect of
that interest movement.
Net
Portfolio as % of
|
||||||||||||||||||||||||
Basis
Point
|
Net
Portfolio Value (1)
|
Portfolio
Value of Assets
|
Market
Value
|
|||||||||||||||||||||
Change
in Rates
|
Amount
|
$
Change (2)
|
%
Change
|
NPV
Ratio (3)
|
%
Change (4)
|
of
Assets(5)
|
||||||||||||||||||
(Dollars in Thousands)
|
||||||||||||||||||||||||
300
|
$ | 169,081 | $ | (46,331) | (21.51)% | 16.12% | (4.10) | $ | 1,048,958 | |||||||||||||||
200
|
183,504 | (31,908) | (14.81) | 17.08 | (2.82) | 1,074,642 | ||||||||||||||||||
100
|
199,229 | (16,183) | (7.51) | 18.08 | (1.43) | 1,102,077 | ||||||||||||||||||
0
|
215,412 | -- | -- | 19.06 | -- | 1,130,460 | ||||||||||||||||||
(100)
|
228,173 | 12,761 | 5.92 | 19.74 | 1.13 | 1,155,866 | ||||||||||||||||||
(200)
|
234,738 | 19,326 | 8.97 | 19.96 | 1.71 | 1,176,131 | ||||||||||||||||||
(300)
|
233,711 | 18,299 | 8.49 | 19.63 | 1.62 | 1,190,716 |
(footnotes
on following page)
69
__________
(1)
|
The
net portfolio value is calculated based upon the present value of the
discounted cash flows from assets and liabilities. The
difference between the present value of assets and liabilities is the net
portfolio value and represents the market value of equity for the given
interest rate scenario. Net portfolio value is useful for
determining, on a market value basis, how much equity changes in response
to various interest rate scenarios. Large changes in net
portfolio value reflect increased interest rate sensitivity and generally
more volatile earnings streams.
|
(2)
|
Represents
the increase (decrease) in the estimated net portfolio value at the
indicated change in interest rates compared to the net portfolio value
assuming no change in interest rates.
|
(3)
|
Calculated
as the net portfolio value divided by the market value of assets (Anet
portfolio value ratio@).
|
(4)
|
Calculated
as the increase (decrease) in the net portfolio value ratio assuming the
indicated change in interest rates over the estimated portfolio value of
assets assuming no change in interest rates.
|
(5)
|
Calculated
based on the present value of the discounted cash flows from
assets. The market value of assets represents the value of
assets under the various interest rate scenarios and reflects the
sensitivity of those assets to interest rate
changes.
|
When interest rates decline by 100,
200, or 300 basis points, our net interest income gradually increases because
our earning assets are primarily long term fixed rate loans and the rate we earn
decreases at a slower pace than the rate we pay on our interest-bearing
liabilities (primarily borrowed funds). Interest income would
decrease on our interest-earning assets primarily because of increased
prepayment risks that would emerge. We expect that our interest
expense would decrease proportionally to the decline in interest income because
of the sensitivity of our short term borrowings from the Federal Home Loan Bank
of Seattle which re-price daily and our money market liabilities which are tied
to the 90 day U. S. Treasury bill rate. Furthermore, the rate we pay
on the majority of our deposits and on some borrowed funds cannot decline 100,
200, or 300 basis points in the event of an immediate change in market interest
rates, since most of our interest-bearing liabilities possess some term
structures.
When interest rates rise by 100, 200 or
300 basis points, our net interest income and the net portfolio value decreases
because the rate we earn on our interest-earning assets does not increase as
rapidly as the rates we would pay on our interest-bearing
liabilities. Our interest-earning assets primarily consist of
intermediate-term and longer-term loans that do not reprice quickly and
investments with primarily intermediate-term structures. Our
interest-bearing liabilities generally consist of short-term deposits (savings,
money market, and certificates of deposits) and short- to intermediate-term
borrowings from the Federal Home Loan Bank of Seattle that would reprice more
quickly than our interest-earning assets.
The net interest income and net
portfolio value tables presented above are predicated upon a stable balance
sheet with no growth or change in asset or liability mix. In
addition, the net portfolio value is based upon the present value of discounted
cash flows using the Baker Group=s market
analysis and our estimates of current replacement rates to discount the cash
flows. The effects of changes in interest rates in the net interest
income table are based upon a cash flow simulation of our existing assets and
liabilities and, for purposes of simplifying the analysis, assumes that
delinquency rates would not change as a result of changes in interest rates,
although there can be no assurance that this will be the
case. Delinquency rates may change when interest rates change; as a
result of changes in the loan portfolio mix, underwriting conditions, loan
terms, or changes in economic conditions that have a delayed effect on the
portfolio. The model we use that is administered by the Baker Group
does not change the delinquency rate for the various interest rate
scenarios. Even if interest rates change in the designated amounts,
there can be no assurance that our assets and liabilities would perform as set
forth above. Also, a change in the U.S. Treasury rates in the
designated amounts accompanied by a change in the shape of the Treasury yield
curve would cause changes to the net portfolio value and net interest income
other than those indicated above.
Liquidity
We are required to have enough cash
flow in order to maintain sufficient liquidity to ensure a safe and sound
operation. Historically, we have maintained cash flow above the
minimum level believed to be adequate to
70
meet the requirements of normal operations, including potential
deposit outflows. On a weekly basis, we review and update cash flow
projections to ensure that adequate liquidity is maintained.
Our primary sources of funds are from
customer deposits, loan repayments, maturing investment securities and advances
from the Federal Home Loan Bank of Seattle. These funds, together
with equity, are used to make loans, acquire investment securities and other
assets, and fund continuing operations. While maturities and the
scheduled amortization of loans are a predictable source of funds, deposit flows
and mortgage prepayments are greatly influenced by the level of interest rates,
economic conditions and competition. We believe that our current
liquidity position, and our forecasted operating results are sufficient to fund
all of our existing commitments.
Liquidity management is both a daily
and long-term function of business management. Excess liquidity is
generally invested in short-term investments such as overnight deposits or
mortgage-backed securities. On a longer term basis, we maintain a
strategy of investing in various lending products as described in greater detail
under ABusiness of
First Savings Bank B Lending
Activities.@ At
December 31, 2007, the total approved loan origination commitments outstanding
amounted to $28.9 million. At the same date, unused lines of credit
were $3.5 million. We use our sources of funds primarily to meet
ongoing commitments, to pay maturing certificates of deposit and savings
withdrawals, to fund loan commitments and to maintain our portfolio of
mortgage-backed securities and investment securities. Certificates of
deposit scheduled to mature in one year or less at December 31, 2007 totaled
$387.7 million. Management=s policy is
to maintain deposit rates at levels that are competitive with other local
financial institutions. Based on historical experience, we believe
that a significant portion of maturing deposits will remain with First Savings
Bank. In addition, we had the ability at December 31, 2007 to borrow
an additional $235.8 million from the Federal Home Loan Bank of Seattle as a
funding source to meet commitments and for liquidity purposes. In
addition, First Savings Bank has a line of credit of $10.0 million with another
financial institution which could be used for liquidity.
We measure our liquidity based on our
ability to fund our assets and to meet liability obligations when they come
due. Liquidity (and funding) risk occurs when funds cannot be raised
at reasonable prices, or in a reasonable time frame, to meet our normal or
unanticipated obligations. We regularly monitor the mix between our
assets and our liabilities to manage effectively our liquidity and funding
requirements.
Our primary source of funds is our
deposits. When deposits are not available to provide the funds for
our assets, we use alternative funding sources. These sources
include, but are not limited to: cash management from the Federal Home Loan Bank
of Seattle, wholesale funding, brokered deposits, federal funds purchased and
dealer repurchase agreements, as well as other short-term
alternatives. Alternatively, we may also liquidate assets to meet our
funding needs.
On a quarterly basis, we estimate our
liquidity sources and needs for the coming three-month, six-month, and one-year
time periods. Also, we determine funding concentrations and our need
for sources of funds other than deposits. This information is used by
our Asset Liability Management Committee in forecasting funding needs and
investing opportunities.
Capital
Consistent with our goal to operate a
sound and profitable financial organization we will actively seek to maintain a
Awell
capitalized@ institution
in accordance with regulatory standards. As of December 31, 2007
First Savings Bank exceeded all regulatory capital
requirements. Regulatory capital ratios for First Savings Bank were
as follows as of December 31, 2007: Tier 1 capital 25.91%; Tier 1(core) risk
based capital 24.84%; and total risk-based capital 16.62%. The
regulatory capital requirements to be considered well capitalized are 10%, 6%,
and 5%, respectively. See Item 1, ABusiness-How
We Are Regulated-Regulation and Supervision of First Savings Bank-Capital
Requirements.@
71
Commitments
and Off-Balance Sheet Arrangements
We are a party to financial instruments
with off-balance sheet risk in the normal course of business to meet the
financing needs of our customers. These financial instruments include
commitments to extend credit and the unused portions of lines of
credit. These instruments involve, to varying degrees, elements of
credit and interest rate risk in excess of the amount recognized in the
consolidated statements of financial condition. Commitments to extend
credit and lines of credit are not recorded as an asset or liability by us until
the instrument is exercised. At December 31, 2007 and 2006, we had no
commitments to originate loans for sale.
Commitments to extend credit are
agreements to lend to a customer as long as there is no violation of any
condition established in the loan agreement. Commitments generally
have fixed expiration dates or other termination clauses and may require payment
of a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. We evaluate each customer=s
creditworthiness on a case-by-case basis. The amount of collateral
obtained, if deemed necessary by us upon extension of credit, is based on our
credit evaluation of the customer. The amount and type of collateral
required varies, but may include real estate and income-producing commercial
properties. At December 31, 2007, commitments to originate loans,
commitments under unused lines of credit, and undisbursed portions of
construction loans in process, for which we were obligated amounted to
approximately $28.9 million, $3.5 million and $108.9 million,
respectively.
First Financial Northwest and its
subsidiaries from time to time are involved in various claims and legal actions
arising in the ordinary course of business. There are currently no
matters that in the opinion of management, would have material adverse effect on
First Financial Northwest=s
consolidated financial position, results of operation, or
liquidity.
Among our contingent liabilities are
exposures to limited recourse arrangements with respect to sales of whole loans
and participation interests.
We anticipate that we will continue to
have sufficient funds and alternative funding sources to meet our current
commitments.
The following tables summarize our
outstanding commitments to originate loans and to advance additional amounts
pursuant to outstanding letters of credit, lines of credit and under our
construction loans at December 31, 2007.
Amount
of Commitment Expiration - Per Period
|
||||||||||||||||||||
Total
Amounts
Committed
|
Through
One
Year
|
After
One
Through
Three
Years
|
After
Three
Through
Five
Years
|
After
Five
Years
|
||||||||||||||||
(In
Thousands)
|
||||||||||||||||||||
Commitments
to originate loans
|
$ | 28,911 | $ | 28,911 | $ | -- | $ | -- | $ | -- | ||||||||||
Unused
portion of home equity
|
||||||||||||||||||||
lines
of
credit
|
3,502 | -- | -- | -- | 3,502 | |||||||||||||||
Undisbursed
portion of construction
|
||||||||||||||||||||
loans
in
process
|
108,939 | 86,499 | 20,993 | 496 | 951 | |||||||||||||||
Total
commitments
|
$ | 141,352 | $ | 115,410 | $ | 20,993 | $ | 496 | $ | 4,453 |
72
Impact
of Inflation
The Consolidated Financial Statements
and related financial data presented herein have been prepared in accordance
with accounting principles generally accepted in the United States of
America. These principles generally require the measurement of
financial position and operating results in terms of historical dollars, without
considering changes in the relative purchasing power of money over time due to
inflation.
Unlike most industrial companies,
virtually all the assets and liabilities of a financial institution are monetary
in nature. The primary impact of inflation is reflected in the
increased cost of our operations. As a result, interest rates
generally
have a more significant impact on a financial institution=s
performance than do general levels of inflation. Interest rates do
not necessarily move in the same direction or to the same extent as the prices
of goods and services. In a period of rapidly rising interest rates,
the liquidity and maturity structures of our assets and liabilities are critical
to the maintenance of acceptable performance levels.
The principal effect of inflation on
earnings, as distinct from levels of interest rates, is in the area of
noninterest expense. Expense items such as employee compensation,
employee benefits and occupancy and equipment costs may be subject to increases
as a result of inflation. An additional effect of inflation is the
possible increase in dollar value of the collateral securing loans that we have
made. Our management is unable to determine the extent, if any, to
which properties securing loans have appreciated in dollar value due to
inflation.
Recent Accounting
Pronouncements
Effective January 1, 2007, we adopted
Financial Accounting Standards Board Interpretation No. 48, AAccounting
for Uncertainties in Income Taxes, an Interpretation of FASB Statement No. 109
(FIN 48).@ This
interpretation prescribes a recognition threshold and measurement attribute for
financial statement recognition and measurement of a tax position taken, or
expected to be taken in a tax return, and also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. The adoption of FIN 48 did not
have a significant impact on our consolidated financial
statements. Our policy is to recognize interest and penalties on
unrecognized tax benefits in Federal income tax expense in the consolidated
statements of operations. The amount of interest and penalties for
the year ended December 31, 2007 was immaterial. The tax years
subject to examination by the taxing authorities are the years ended December
31, 2007, 2006, 2005, 2004 and 2003.
On February 15, 2007, the Financial
Accounting Standards Board issued Statement of Financial Accounting
Standards No. 159, AThe Fair
Value Option for Financial Assets and Financial Liabilities (SFAS 159),@ which
allows an entity the irrevocable option to elect fair value for the initial and
subsequent measurement for certain financial assets and liabilities on a
contract-by-contract basis. Subsequent changes in fair value of these
financial assets and liabilities would be recognized in earnings when they
occur. This statement further establishes certain additional
disclosure requirements. This statement is effective for our
financial statements for the year beginning on January 1, 2008. The
adoption of SFAS 159 did not have a significant impact on our consolidated
financial statements.
On September 15, 2006, the Financial
Accounting Standards Board issued Statement of Financial Accounting
Standards No. 157, AFair Value
Measurements (SFAS 157).@ This
statement defines fair value, establishes a framework for measuring fair value
under GAAP and enhances disclosures about fair value
measurements. This statement defines fair value as the exchange price
that would be received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset or liability
in an orderly transaction between market participants on the measurement
date. This statement is effective for our financial statements issued
for the year beginning on January 1, 2008. The adoption of SFAS 157
did not have a significant impact on our consolidated financial
statements.
73
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
The information contained under "Item
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations - Asset and Liability Management and Market Risk" of this
Form 10-K is incorporated herein by reference.
Item
8. Financial
Statements and Supplementary Data
Index
to Consolidated Financial Statements
Page
|
||||
Report
of Independent Registered Public Accounting Firm
|
75 | |||
Consolidated
Balance Sheets as of December 31, 2007 and 2006
|
76 | |||
Consolidated
Statements of Operations for the Years Ended
|
||||
December 31,
2007, 2006, and 2005
|
77 | |||
Consolidated
Statements of Equity and Comprehensive Income for the
|
||||
Years
Ended December 31, 2007, 2006 and 2005
|
78 | |||
Consolidated
Statements of Cash Flows For the Years Ended
|
||||
December 31,
2007, 2006 and 2005
|
79 | |||
Notes
to Consolidated Financial Statements
|
81 |
74
Report
of Independent Registered Public Accounting Firm
The
Board of Directors and Stockholders
First
Financial Northwest, Inc.:
We
have audited the accompanying consolidated balance sheets of First Financial
Northwest, Inc. and subsidiaries as of December 31, 2007 and 2006, and the
related consolidated statements of operations, stockholders’ equity and
comprehensive income (loss), and cash flows for each of the years in the
three-year period ended December 31, 2007. These consolidated
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In
our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of First Financial
Northwest, Inc. and subsidiaries as of December 31, 2007 and 2006, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2007, in conformity with U.S. generally
accepted accounting principles.
/s/KPMG, LLP
March
27, 2008
Seattle,
Washington
75
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
Consolidated
Balance Sheets
(In
thousands, except share data)
December
31,
|
||||||||||
Assets
|
2007
|
2006
|
||||||||
Cash
on hand and in banks
|
$
|
3,675
|
12,135
|
|||||||
Interest-bearing
deposits
|
787
|
7,238
|
||||||||
Federal
funds sold
|
7,115
|
7,290
|
||||||||
Investments
available for sale
|
119,837
|
149,051
|
||||||||
Investments
held to maturity (fair value
|
||||||||||
of
$81,545 and $87,724)
|
80,410
|
86,786
|
||||||||
Loans
receivable, net of allowance of $7,971 and $1,971
|
880,664
|
700,328
|
||||||||
Premises
and equipment, net
|
13,339
|
13,737
|
||||||||
Federal
Home Loan Bank stock, at cost
|
4,671
|
4,671
|
||||||||
Accrued
interest receivable
|
5,194
|
4,710
|
||||||||
Mortgage
servicing rights
|
1,126
|
1,560
|
||||||||
Federal
income tax receivable
|
—
|
636
|
||||||||
Deferred
tax assets, net
|
7,093
|
—
|
||||||||
Goodwill
|
14,206
|
14,206
|
||||||||
Prepaid
expenses and other assets
|
2,771
|
2,363
|
||||||||
Total
assets
|
$
|
1,140,888
|
1,004,711
|
|||||||
Liabilities and Stockholders' Equity | ||||||||||
Liabilities
|
||||||||||
Deposits
|
$
|
729,494
|
750,710
|
|||||||
Advances
from Federal Home Loan Bank
|
96,000
|
147,000
|
||||||||
Advance
payments from borrowers for taxes
|
||||||||||
and
insurance
|
2,092
|
1,105
|
||||||||
Accrued
interest payable
|
132
|
176
|
||||||||
Federal
income tax payable
|
726
|
—
|
||||||||
Deferred
tax liabilities, net
|
—
|
56
|
||||||||
Other
liabilities
|
3,158
|
1,622
|
||||||||
Total
liabilities
|
831,602
|
900,669
|
||||||||
Commitments
and contingencies
|
||||||||||
Stockholders'
Equity
|
||||||||||
Preferred
stock, $0.01 par value; authorized 10,000,000
|
||||||||||
shares,
no shares issued or outstanding
|
—
|
—
|
||||||||
Common
stock, $0.01 par value; authorized 90,000,000
|
||||||||||
shares;
issued and outstanding 22,852,800
|
||||||||||
and
-0- in 2007 and 2006, respectively
|
229
|
—
|
||||||||
Additional
paid-in capital
|
224,181
|
—
|
||||||||
Retained
earnings, substantially restricted
|
102,769
|
106,753
|
||||||||
Accumulated
other comprehensive loss, net
|
(1,180)
|
(2,711)
|
||||||||
Unearned
Employee Stock Ownership Plan (ESOP) shares
|
(16,713)
|
—
|
||||||||
Total
stockholders' equity
|
309,286
|
104,042
|
||||||||
Total
liabilities and stockholders' equity
|
$
|
1,140,888
|
1,004,711
|
|||||||
See
accompanying notes to consolidated financial statements.
|
76
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
Consolidated
Statements of Operations
(In
thousands, except share data)
Years
Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Interest
income
|
||||||||||||
Loans,
including fees
|
$
|
56,123
|
43,416
|
26,075
|
||||||||
Investments
available for sale
|
5,950
|
7,234
|
9,568
|
|||||||||
Investments
held to maturity
|
334
|
225
|
120
|
|||||||||
Tax-exempt
investments held to maturity
|
3,474
|
3,593
|
3,720
|
|||||||||
Federal
funds sold and interest bearing deposits with banks
|
660
|
787
|
783
|
|||||||||
Dividends
on Federal Home Loan Bank stock
|
28
|
5
|
19
|
|||||||||
Total
interest income
|
66,569
|
55,260
|
40,285
|
|||||||||
Interest
expense
|
||||||||||||
Deposits
|
34,825
|
30,982
|
23,096
|
|||||||||
Federal
Home Loan Bank advances
|
8,023
|
6,266
|
572
|
|||||||||
Total
interest expense
|
42,848
|
37,248
|
23,668
|
|||||||||
Net
interest income
|
23,721
|
18,012
|
16,617
|
|||||||||
Provision
for loan losses
|
6,000
|
320
|
137
|
|||||||||
Net
interest income after provision for loan losses
|
17,721
|
17,692
|
16,480
|
|||||||||
Noninterest
income (expense)
|
||||||||||||
Net
gain (loss) on sale of investments
|
—
|
(3)
|
(85)
|
|||||||||
Other
|
589
|
(89)
|
439
|
|||||||||
Total
noninterest income (expense)
|
589
|
(92)
|
354
|
|||||||||
Noninterest
expense
|
||||||||||||
Salaries
and employee benefits
|
5,383
|
5,331
|
2,877
|
|||||||||
Occupancy
and equipment
|
1,060
|
1,092
|
472
|
|||||||||
Contribution
to First Financial Northwest Foundation
|
16,928
|
—
|
—
|
|||||||||
Other
general and administrative
|
2,598
|
1,961
|
1,390
|
|||||||||
Total
noninterest expense
|
25,969
|
8,384
|
4,739
|
|||||||||
Income
(loss) before federal income taxes
|
(7,659)
|
9,216
|
12,095
|
|||||||||
Federal
income tax (benefit) expense
|
(3,675)
|
2,128
|
3,021
|
|||||||||
Net
income (loss)
|
$
|
(3,984)
|
7,088
|
9,074
|
||||||||
Basic
loss per share (1)
|
$
|
(0.51)
|
N/A
|
N/A
|
||||||||
Diluted
loss per share (1)
|
$
|
(0.51)
|
N/A
|
N/A
|
||||||||
(1)
Loss per share is calculated for the period from October 9, 2007 to
December 31, 2007 the period for which the Company was
publicly-owned.
|
||||||||||||
See
accompanying notes to consolidated financial statements.
|
||||||||||||
77
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
Consolidated
Statements of Stockholders’ Equity and Comprehensive Income
(Loss)
(In
thousands, except share data)
Accumulated
|
||||||||||||||||||
Additional
|
Other
|
Unearned
|
Total
|
|||||||||||||||
Common
|
Paid-in
|
Retained
|
Comprehensive
|
ESOP
|
Stockholders'
|
|||||||||||||
Stock
|
Capital
|
Earnings
|
Income
(Loss)
|
Shares
|
Equity
|
|||||||||||||
Balances
at January 1, 2005
|
$
|
—
|
—
|
90,591
|
(353)
|
—
|
90,238
|
|||||||||||
Comprehensive
income:
|
||||||||||||||||||
Net
income
|
—
|
—
|
9,074
|
—
|
—
|
9,074
|
||||||||||||
Other
comprehensive loss, net of tax:
|
||||||||||||||||||
Change
is fair value of investments
|
||||||||||||||||||
available
for sale, net of tax of $1,534
|
—
|
—
|
—
|
(2,959)
|
—
|
(2,959)
|
||||||||||||
Total
comprehensive income
|
6,115
|
|||||||||||||||||
Balances
at December 31, 2005
|
—
|
—
|
99,665
|
(3,312)
|
—
|
96,353
|
||||||||||||
Comprehensive
income:
|
||||||||||||||||||
Net
income
|
—
|
—
|
7,088
|
—
|
—
|
7,088
|
||||||||||||
Change
is fair value of investments
|
||||||||||||||||||
available
for sale, net of tax of $239
|
—
|
—
|
—
|
601
|
—
|
601
|
||||||||||||
Total
comprehensive income
|
7,689
|
|||||||||||||||||
Balances
at December 31, 2006
|
—
|
—
|
106,753
|
(2,711)
|
—
|
104,042
|
||||||||||||
Comprehensive
loss:
|
||||||||||||||||||
Net
loss
|
—
|
—
|
(3,984)
|
—
|
—
|
(3,984)
|
||||||||||||
Change
is fair value of investments
|
||||||||||||||||||
available
for sale, net of tax of $790
|
—
|
—
|
—
|
1,531
|
—
|
1,531
|
||||||||||||
Total
comprehensive loss
|
(2,453)
|
|||||||||||||||||
Issuance
of 22,852,800 shares of common stock
|
||||||||||||||||||
net
of offering costs
|
229
|
224,184
|
—
|
—
|
—
|
224,413
|
||||||||||||
Purchase
of 1,692,800 ESOP shares
|
—
|
—
|
—
|
—
|
(16,928)
|
(16,928)
|
||||||||||||
Allocation
of 21,533 ESOP shares
|
—
|
(3)
|
—
|
—
|
215
|
212
|
||||||||||||
Balances
at December 31, 2007
|
$
|
229
|
224,181
|
102,769
|
(1,180)
|
(16,713)
|
309,286
|
|||||||||||
See
accompanying notes to consolidated financial statements.
|
78
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
Consolidated
Statements of Cash Flows
(In
thousands, except share data)
Years
Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income (loss)
|
$
|
(3,984)
|
7,088
|
9,074
|
||||||||
Adjustments
to reconcile net income to
|
||||||||||||
net
cash provided by operating activities,
|
||||||||||||
net
of effect of acquisition:
|
||||||||||||
Provision
for loan losses
|
6,000
|
320
|
137
|
|||||||||
Depreciation
and amortization of
|
||||||||||||
premises
and equipment
|
726
|
749
|
216
|
|||||||||
Amortization
of mortgage servicing rights
|
434
|
755
|
—
|
|||||||||
Net
amortization of premiums and
|
||||||||||||
discounts
on investments
|
1,113
|
1,325
|
2,220
|
|||||||||
ESOP
expense
|
212
|
—
|
—
|
|||||||||
Charitable
foundation donation
|
16,928
|
—
|
—
|
|||||||||
Net
realized loss on investments
|
||||||||||||
available for
sale
|
—
|
3
|
85
|
|||||||||
Mutual
funds dividends
|
(302)
|
(259)
|
(186)
|
|||||||||
Federal
Home Loan Bank stock dividends
|
—
|
—
|
(19)
|
|||||||||
Loss
from disposal of premises and equipment
|
—
|
44
|
32
|
|||||||||
Deferred
federal income taxes
|
(7,938)
|
(403)
|
—
|
|||||||||
Cash
provided by (used in) changes in operating
|
||||||||||||
assets
and liabilities:
|
||||||||||||
Other
assets
|
(408)
|
(158)
|
(99)
|
|||||||||
Accrued
interest receivable
|
(484)
|
(292)
|
(295)
|
|||||||||
Accrued
interest payable
|
(44)
|
51
|
—
|
|||||||||
Other
liabilities
|
1,536
|
(401)
|
876
|
|||||||||
Federal
income taxes
|
1,362
|
(1,163)
|
296
|
|||||||||
Net
cash provided by operating activities
|
15,151
|
7,659
|
12,337
|
|||||||||
Cash
flows from investing activities, net of
|
||||||||||||
affect
of acquisition:
|
||||||||||||
Proceeds
from sale of investments
|
—
|
3,505
|
21,557
|
|||||||||
Principal
repayments on investments
|
||||||||||||
available
for sale
|
31,016
|
37,582
|
63,017
|
|||||||||
Principal
repayments on investments
|
||||||||||||
held
to maturity
|
6,591
|
1,637
|
3,603
|
|||||||||
Purchases
of investments available for sale
|
—
|
(5,921)
|
(9,667)
|
|||||||||
Purchases
of investments held to maturity
|
(509)
|
(1,928)
|
(1,951)
|
|||||||||
Origination
and purchases of loans receivable,
|
||||||||||||
net
of principal repayments
|
(186,336)
|
(159,953)
|
(158,417)
|
|||||||||
Purchases
of premises and equipment
|
(328)
|
(747)
|
(9,563)
|
|||||||||
Cash
paid for Executive House, Inc. acquisition,
|
||||||||||||
net
of cash acquired
|
—
|
—
|
(14,423)
|
|||||||||
Net
cash used in investing activities
|
(149,566)
|
(125,825)
|
(105,844)
|
|||||||||
Balance,
carried forward
|
(134,415)
|
(118,166)
|
(93,507)
|
|||||||||
(Continued)
79
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
Consolidated
Statements of Cash Flows
(In
thousands, except share data)
Years
Ended December 31,
|
|||||||||||||
2007
|
2006
|
2005
|
|||||||||||
Balance,
brought forward
|
$
|
(134,415)
|
(118,166)
|
(93,507)
|
|||||||||
Cash
flows from financing activities:
|
|||||||||||||
Net
increase (decrease) in deposits
|
(21,216)
|
61,208
|
23,262
|
||||||||||
Advances
from Federal Home Loan Bank
|
278,000
|
72,000
|
80,000
|
||||||||||
Repayments
of advances from Federal Home
|
|||||||||||||
Loan
Bank
|
(329,000)
|
(15,000)
|
(7,000)
|
||||||||||
Net
increase in advance payments from borrowers
|
|||||||||||||
for
taxes and insurance
|
987
|
438
|
109
|
||||||||||
Proceeds
from stock offering, net of costs
|
190,558
|
—
|
—
|
||||||||||
Net
cash provided by financing activities
|
119,329
|
118,646
|
96,371
|
||||||||||
Net
increase (decrease) in cash
|
(15,086)
|
480
|
2,864
|
||||||||||
Cash
and cash equivalents at beginning of year
|
26,663
|
26,183
|
23,319
|
||||||||||
Cash
and cash equivalents at end of year
|
$
|
11,577
|
26,663
|
26,183
|
|||||||||
Supplemental
disclosures of cash flow information:
|
|||||||||||||
Cash
paid during the year for:
|
|||||||||||||
Interest
|
$
|
42,893
|
37,196
|
23,638
|
|||||||||
Federal
income taxes
|
2,902
|
3,695
|
2,725
|
||||||||||
Non
Cash Financing Activities:
|
|||||||||||||
During
2007, the Company issued 1,692,800 shares of common stock to the Employee
Stock Ownership Plan (ESOP) and recorded a note receivable from the ESOP.
The note receivable is shown as Unearned Employee Stock Ownership Plan
(ESOP) shares in the consolidated balance sheet.
|
|||||||||||||
See
accompanying notes to consolidated financial statements.
|
80
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Note
1 - Summary of Significant Accounting Policies
Description
of Business and Principles of Consolidation
First
Financial Northwest, Inc. (Company) is a stock holding company incorporated in
the State of Washington in June 2007, for further information see “Note 2 –
Reorganization.” The Company is primarily engaged in the business of planning,
directing and coordinating the business activities of its wholly owned
subsidiaries First Savings Bank Northwest (Bank) and First Financial
Diversified.
First
Savings Bank Northwest is a Washington State chartered savings bank whose
deposits are insured by the Federal Deposit Insurance Fund (FDIC). It conducts
business from its one office location in Renton which consists of attracting
deposits from the general public and originating primarily single family,
commercial and multi-family real estate loans for its own
portfolio.
Executive
House, Inc is a Washington State chartered mortgage banking company and
is a wholly owned subsidiary of First Savings Bank Northwest since being
acquired in December 2005. It conducts business from its one office location in
Renton which consists of originating construction and land development loans and
other commercial real estate loans for its own portfolio and periodically for
investor purposes.
First
Financial Diversified is a Washington State chartered multipurpose
company with primary emphasis on escrow and mortgage broker activities. It
conducts its business from its one office location in Renton which consists of
closing real estate transactions for the Bank and its subsidiary, Executive
House, and for the general public. Additional activities include mortgage broker
services and limited consumer loans to the Bank’s customers for its own
portfolio.
Segment
Information
The
Company’s activities are considered to be a single industry segment for
financial reporting purposes. The Company is engaged in the business of
attracting deposits from the general public and lending activities.
Substantially all income is derived from a diverse base of commercial, mortgage
and consumer lending activities and investments.
Basis
of Presentation
The
accounting and reporting policies of the Company conform to U.S. generally
accepted accounting principles (GAAP). In preparing the consolidated financial
statements, management makes estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of financial statements and the reported amounts of
income and expense during the reporting period. A material estimate that is
particularly susceptible to significant change relates to the determination of
the allowance for loan losses. Actual results could differ from these
estimates.
The
accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant inter-company
balances and transactions among the Company and its subsidiaries have been
eliminated in consolidation.
Certain
amounts in the consolidated financial statements for prior years have been
reclassified to conform to the current consolidated financial statement
presentation.
Cash
and Cash Equivalents
For
purposes of reporting cash flows, cash and cash equivalents include cash on hand
and in banks, interest-bearing deposits, and federal funds sold.
(Continued)
81
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
An
average cash reserve balance is required to be maintained with the Federal
Reserve Bank. For the years ended December 31, 2007 and 2006, adequate
levels of cash were maintained to meet the Federal Reserve Bank
requirement.
Investments
The
Company identifies investments as held to maturity or available for sale at the
time of acquisition. Investments are classified as held to maturity when the
Company has the ability and positive intent to hold them to maturity.
Investments are classified as available for sale when the Company intends to use
them for future liquidity requirements and may be sold prior to
maturity.
Investments
held to maturity consist primarily of bank qualified tax exempt bonds with some
Community Reinvestment Act (CRA) supported mortgage backed investments. They are
recorded at cost and adjusted for amortization of premiums or accretion of
discounts using the interest method. Investments available for sale consist
primarily of mortgage backed investments and are carried at fair value.
Unrealized gains and losses on investments available for sale are excluded from
earnings and are reported in other comprehensive income net of applicable taxes.
Realized gains and losses on sale are computed on the specific identification
method.
The
estimated fair value of investments is based on quoted market value prices for
investments traded in the public marketplace or dealer quotes. Certain
investments are mortgage-backed investments and represent participation interest
in pools of first mortgage loans originated and serviced by the issuers of
investments.
Premiums
and discounts are amortized using the level yield method over the remaining
period to contractual maturity, adjusted for anticipated prepayments. To the
extent the estimated lives of such investments change as a result of changes in
prepayment rates, the adjustment is also included in net investment
income.
A
below cost decline in the market value of any available for sale or held to
maturity investment that is deemed to be other than temporary results in a
reduction in the carrying amount to that of fair value. A charge to earnings and
an establishment of a new cost basis for the investment is made. Unrealized
investment losses are evaluated at least quarterly to determine whether such
declines should be considered “other than temporary” and therefore be subject to
immediate loss recognition in income. Although these evaluations involve
significant judgment, an unrealized loss in the fair value of an investment is
generally deemed to be temporary when the fair value of the investment security
is below the carrying value primarily due to changes in interest rates, there
has not been significant deterioration in the financial condition of the issuer,
and the Company has the intent and ability to hold the investment for a
sufficient time to recover the carrying value. Other factors that may be
considered in determining whether decline in the value of either a debt or an
equity investment is “other than temporary” include ratings by recognized rating
agencies, and extent and duration of unrealized loss position.
Federal
Home Loan Bank Stock
Federal
Home Loan Bank (FHLB) stock is recorded at cost, is redeemable at par value and
can be pledged as collateral for FHLB advances.
Loans
Receivable and Loans Held for Sale
Loans
are recorded at their outstanding principal balance adjusted for charge-offs,
the allowance for loan losses and net deferred fees or costs. Interest on loans
is calculated using the simple interest method based on the month end balance of
the principal amount outstanding and is credited to income as
earned.
The
accrual of interest on mortgage loans is discontinued at the time the loan is 90
days delinquent unless the loan is well secured and in the process of
collection. Consumer and other loans are typically managed in the same
(Continued)
82
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
manner.
In all cases, loans are placed on non-accrual or charged-off at an earlier date
if collection of principal or interest is doubtful.
All
interest accrued but not collected on loans that are placed on non-accrual is
reversed against interest income. The interest on these loans is accounted for
on the cash-basis until qualifying for return to accrual. Loans are returned to
accrual status when all principal and interest amounts contractually due are
brought current or within 60 days of due date and future payments are reasonably
assured.
Mortgage
loans held for sale are carried at the lower of amortized cost or market value
determined on an aggregate basis. At origination or anytime management
determines the loan will not be held to maturity, the loan is classified
as held for sale. Factors that management utilize to determine if a loan will
not be held to maturity are: liquidity needs, economic forecasts and the loan
type.
Allowance
for Loan Losses
The
allowance for loan losses is established as probable losses are estimated to
have occurred through a provision for loan losses charged to earnings. Losses
are charged against the allowance when management believes the uncollectibility
of a loan balance is confirmed. Subsequent recoveries, if any, are credited to
the allowance.
The
allowance for loan losses is evaluated on a regular basis by management and is
based upon management’s periodic review of the collectibility of the loans in
light of historical experience, the nature and volume of the loan portfolio,
historical loss considerations, adverse situations that may affect the
borrower’s ability to repay, estimated value of any underlying collateral and
prevailing economic conditions. The evaluation is inherently subjective, as it
requires estimates that are susceptible to significant revision as more
information becomes available.
While
management uses available information to recognize losses on loans, future
additions to the allowance may be necessary based on changes in economic
conditions or changes to the credit quality of the loan portfolio. In addition,
various regulatory agencies, as an integral part of their examination process,
periodically review the Bank’s allowance for loan losses. Such agencies may
require the Bank to make adjustments to the allowance based on their judgments
about information available to them at the time of their
examinations.
Impaired
Loans
A
loan is considered impaired when, based on current information and events, it is
probable the Company will be unable to collect the scheduled payments of
principal or interest when due according to the contractual terms of the loan
agreement. Factors considered by management in determining impairment include
payment status, collateral value, and the probability of collecting scheduled
principal and interest payments when due. Loans that experience insignificant
payment delays and payment shortfalls generally are not classified as
impaired.
Management
determines the significance of payment delays and payment shortfalls on a
case-by-case basis, taking into consideration all of the circumstances
surrounding the loan and the borrowers, including length of the delay, the
reasons for the delay, the borrower’s prior payment record and the amounts of
the shortfall in relation to the principal and interest owed. Impairment is
measured by the fair value method on a loan-by-loan basis except for smaller
balance homogeneous loans which are collectively evaluated for
impairment.
When
a loan is identified as impaired, we measure the impairment based on the present
value of expected future cash flows, discounted at the loan’s effective interest
rate, except when the sole (remaining) source of repayment for the loan is the
operation or liquidation of the collateral. In these cases we use an observable
market price or
(Continued)
83
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
current
fair value of the collateral, less selling costs when foreclosure is probable,
instead of discounted cash flows.
If
we determine that the value of the impaired loan is less than the recorded
investment in the loan, we recognize impairment through an allowance estimate or
a charge-off to the allowance.
Loan
Fees
Loan
origination fees and certain origination costs are deferred and amortized as an
adjustment of the yields of the loans over their contractual lives, adjusted for
prepayment of the loans, using the effective interest method. In the event loans
are sold, the deferred net loan origination fees or costs are recognized as a
component of the gains or losses on the sales of loans.
Mortgage
Banking Operations
The
Company through its subsidiary, Executive House Inc., periodically sells
mortgage loans on a servicing retained basis at par. Income from mortgage loans
brokered to other lenders is recognized into income on date funding is received
and assignment made.
Commitments
to sell mortgage loans are made primarily during the period between the taking
of the loan application, and approval by the investor Bank. The timing of
fulfilling these sale commitments is dependent upon processing, borrower
acceptance and closing of the loan. Most of these sale commitments are made on a
best-efforts basis whereby the subsidiary is only obligated to sell the mortgage
if the mortgage loan is approved by the investor Bank and closed by the
subsidiary. As a result, management believes that market risk is
minimal.
Loan
servicing income is recorded when earned. Loan servicing costs are charged to
expense as incurred.
Mortgage
Servicing Rights
Mortgage
servicing rights (MSR) are recorded as separate assets through the purchase of
the rights or origination of mortgage loans that are sold with servicing rights
retained. The Company records originated MSR based on quoted market prices,
other observable market data, or on the estimated discounted cash flows if
observed market prices are not available.
Mortgage
servicing rights are amortized in proportion to, and over, the estimated period
the net servicing income will be collected. The carrying value of MSR is
evaluated quarterly in
relation to estimated future cash flows to be received, and such carrying value
is adjusted for indicated impairments based on management’s best estimate of the
remaining cash flows. In addition, the Company annually obtains third-party
appraisals of the estimated fair value of the MSR portfolio. When estimating the
cash flows and fair value using a discounted cash flow model, key assumptions
included are prepayment and discount rates, estimated costs of servicing, other
income, and other expenses. For purposes of measuring impairment, the Company
has stratified its MSR based on the type and interest rate of the underlying
loans.
Premises
and Equipment
Premises
and equipment are stated at cost less accumulated depreciation and amortization.
Depreciation and amortization are computed using the straight-line method over
the estimated useful lives of the assets. The estimated useful lives used to
compute depreciation and amortization for buildings and building improvements is
15 to 40 years; and for furniture, fixtures and equipment is three to seven
years. The Company reviews buildings, improvements and equipment for impairment
whenever events or changes in the circumstances indicate that the undiscounted
cash flows for the property are less than its carrying value. If identified, an
impairment loss is recognized through a charge to earnings based on the fair
value of the property.
(Continued)
84
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Goodwill
Goodwill
represents the costs in excess of net assets acquired arising from the purchase
of Executive House, Inc. Goodwill is not amortized, but is reviewed for
impairment and written down and charged to expense during the periods in which
the recorded value is more than its implied value. The Company evaluates any
potential impairment of goodwill on an annual basis. The Company has evaluated
goodwill and concluded there is no goodwill impairment for the years ended
December 31, 2007 or 2006.
Loan
Commitments and Related Financial Instruments
Financial
instruments include off-balance sheet credit instruments, such as commitments to
make loans and commercial letters of credit, issued to meet customer financing
needs. The face amount of these items represents the exposure to loss, before
considering customer collateral or ability to repay. Such financial instruments
are recorded when they are funded.
Federal
Income Taxes
The
Company files a consolidated Federal income tax return. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
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 be applied to
taxable income in the periods 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 rate is recognized in income in the period that includes the
enactment date.
Deferred
tax assets are recognized subject to management’s judgment that realization is
more likely than not. A tax position that meets the “more likely than not”
recognition threshold is measured to determine the amount of benefit to
recognize. The tax position is measured at the largest amount of benefit that is
greater than 50% likely of being realized upon settlement. Interest and
penalties are recognized as a component of income tax expense.
Effective
January 1, 2007, the Company adopted Financial Accounting Standards Board
(FASB) Interpretation No. 48, Accounting for
Uncertainties in Income Taxes, an Interpretation of FASB Statement
No. 109 (FIN 48) as described below, FIN 48 did not have a
significant impact on the Company’s financial position or results of operations.
FIN 48 prescribes a recognition threshold and measurement attribute for
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return, and also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. At December 31, 2007 and 2006, we had an
insignificant amount of unrecognized tax benefits, none of which would affect
the effective tax rates if recognized. The Company does not anticipate that the
amount of unrecognized tax benefits will significantly increase or decrease in
the next twelve months. The Company’s policy is to recognize interest and
penalties on unrecognized tax benefits in Federal income tax expense in the
Consolidated Statements of Operations. The amount of interest and penalties
for the year ended December 31, 2007 was immaterial. The Company and
its wholly-owned subsidiaries file consolidated U.S. Federal income tax returns.
The tax years subject to examination by the Internal Revenue Service are the
years ended December 31, 2006, 2005, and 2004.
Employee
Stock Ownership Plan (ESOP)
The
cost of shares issued to the ESOP, but not yet allocated to participants, is
shown as a reduction of stockholders’ equity. Compensation expense is based on
the market price of shares as they are committed to be released to participant
accounts. Dividends on allocated ESOP shares reduce retained earnings; dividends
on unearned ESOP shares reduce debt and accrued interest.
(Continued)
85
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Earnings
Per Share
Basic
earnings per share is computed by dividing net income by the weighted average
number of common shares outstanding during the period. ESOP shares not committed
to be released are not considered outstanding. The basic EPS calculation
excludes the dilutive effect of all common stock equivalents. Diluted earnings
per share reflects the potential dilution that could occur if securities or
other commitments to issue common stock were exercised or converted into common
stock. The Company had no potentially dilutive common shares at December 31,
2007. Earnings per share are only computed for the period ended December 31,
2007, as no shares were outstanding before that period.
Comprehensive
Income
Comprehensive
income consists of net income and other comprehensive income. Other
comprehensive income includes unrealized gains and losses on investments
available for sale which are also recognized as separate components of
equity.
Dividend
Restriction
Banking
regulations require maintaining certain capital levels and may limit the
dividends paid by the Bank to the Company or by the Company to
shareholders.
Note
2 - Reorganization
On
November 15, 2006 and subsequently amended on April 18, 2007 the Board of
Directors of First Financial Holdings, MHC approved a plan of conversion and
reorganization under which the First Financial Holdings, MHC would convert from
a mutual holding company to a stock holding company. The conversion to a stock
holding company was approved by the depositors and borrowers of First Savings
Bank, the Office of Thrift Supervision (OTS) and the Washington Department of
Financial Institutions and included the filing of a registration statement with
the Securities and Exchange Commission. Upon the completion of the conversion
and reorganization on October 9, 2007, First Financial Holdings, MHC and First
Financial of Renton, Inc. ceased to exist as separate legal entities and First
Financial Northwest, Inc. became the holding company for the Bank. At the time
of the conversion, First Savings Bank of Renton changed its name to First
Savings Bank Northwest. The Bank along with First Financial Diversified, Inc.
became wholly owned subsidiaries of First Financial Northwest, Inc. On October
9, 2007, the Company issued and sold shares of capital stock to eligible
depositors and borrowers of First Savings Bank Northwest.
The
gross proceeds of the issuance of capital stock were $211,600. The cost of
conversion and the issuance of capital stock was approximately $4,100 which was
deducted from the proceeds of the offering.
As
part of the conversion and reorganization, First Savings Bank Northwest elected
to be treated as a savings association rather than as a bank. For holding
company purposes, First Financial Northwest, Inc. is subject to regulation by
the Office of Thrift Supervision (OTS). First Savings Bank Northwest is also
regulated by the Federal Deposit Insurance Corporation (FDIC) and the Washington
Department of Financial Institutions.
Additionally,
in accordance with OTS regulations, at the time of the conversion from a mutual
holding company to a stock holding company, First Savings Bank Northwest
substantially restricted its retained earnings by establishing a liquidation
account. The liquidation account is maintained for the benefit of eligible
account holders and supplemental eligible account holders who continue to
maintain their accounts at the Bank since the conversion. The liquidation
account will be reduced annually to the extent that eligible account holders and
supplemental eligible account holders have reduced their qualifying deposits.
Subsequent increases will not
(Continued)
86
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
restore
an eligible account holder’s or supplemental eligible account holder’s interest
in the liquidation account. In the event of a complete liquidation of the Bank,
and only in such event, each account holder will be entitled to receive a
distribution from the liquidation account in an amount proportionate to the
adjusted qualifying account balances then held. The Bank may not pay dividends
if those dividends would reduce equity capital below the required liquidation
account amount.
The
Board of Directors also approved the establishment of a charitable foundation
which was funded with authorized but unissued shares equal to 8% of the common
stock outstanding after the offering and the establishment of an
ESOP.
(Continued)
87
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Note
3 – Investments Available for Sale
Investments
available for sale are summarized as follows:
December
31, 2007
|
||||||||||||||
Gross
|
Gross
|
|||||||||||||
Amortized
|
unrealized
|
unrealized
|
||||||||||||
cost
|
gains
|
losses
|
Fair
value
|
|||||||||||
Mortgage-backed
and
|
||||||||||||||
related
investments:
|
||||||||||||||
FNMA
certificates
|
$
|
66,594
|
73
|
1,029
|
65,638
|
|||||||||
FHLMC
certificates
|
36,794
|
34
|
638
|
36,190
|
||||||||||
GNMA
certificates
|
10,116
|
20
|
79
|
10,057
|
||||||||||
U.S.
Government agencies
|
2,001
|
3
|
—
|
2,004
|
||||||||||
Mutual
fund (1)
|
6,120
|
—
|
172
|
5,948
|
||||||||||
$
|
121,625
|
130
|
1,918
|
119,837
|
||||||||||
December
31, 2006
|
||||||||||||||
Gross
|
Gross
|
|||||||||||||
Amortized
|
unrealized
|
unrealized
|
||||||||||||
cost
|
gains
|
losses
|
Fair
value
|
|||||||||||
Mortgage-backed
and
|
||||||||||||||
related
investments:
|
||||||||||||||
FNMA
certificates
|
$
|
85,195
|
30
|
2,450
|
82,775
|
|||||||||
FHLMC
certificates
|
45,815
|
14
|
1,325
|
44,504
|
||||||||||
GNMA
certificates
|
14,315
|
—
|
224
|
14,091
|
||||||||||
U.S.
Government agencies
|
2,016
|
—
|
6
|
2,010
|
||||||||||
Mutual
fund (1)
|
5,819
|
—
|
148
|
5,671
|
||||||||||
$
|
153,160
|
44
|
4,153
|
149,051
|
||||||||||
(1)
The fund invests primarily in private label securities backed by or representing
an interest in mortgages or domestic residential housing or manufactured housing
with additional investments in U.S. Government or agency
securities.
(Continued)
88
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
The
amortized cost and estimated fair value of investments available for sale at
December 31, 2007, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because the investment may
have call or prepay options with or without call or prepayment
penalties.
Amortized
cost
|
Fair
value
|
|||||||
Due
within one year
|
$ | 6,136 | 5,965 | |||||
Due
after one year through five years
|
6,880 | 6,830 | ||||||
Due
after five years through 10 years
|
40,268 | 39,677 | ||||||
Due
after ten years
|
68,341 | 67,365 | ||||||
$ | 121,625 | 119,837 | ||||||
Investments
with a market value of $10,735 and $10,656 were pledged as collateral for public
deposits at December 31, 2007 and 2006, respectively, which exceeds the
minimum collateral requirements established by the Washington Public Deposit
Protection Commission.
Sales
of available for sale investments were as follows:
Years
Ended December 31,
|
||||||
2007
|
2006
|
2005
|
||||
Proceeds
|
$
|
—
|
$
|
3,505
|
$
|
215,557
|
Gross
gains
|
—
|
—
|
26
|
|||
Gross
losses
|
—
|
3
|
111
|
|||
The tax (benefit) expense related to these net realized gains and losses was $0, $1, and $29, respectively.
(Continued)
89
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Note
4 – Investments Held to Maturity
The
amortized cost and estimated fair value of investments held to maturity are as
follows:
December
31, 2007
|
||||||||||||||||
Gross
|
Gross
|
|||||||||||||||
Amortized
|
unrealized
|
unrealized
|
||||||||||||||
cost
|
gains
|
losses
|
Fair
value
|
|||||||||||||
Tax-exempt
municipal bonds
|
$ | 73,912 | 1,385 | 278 | 75,019 | |||||||||||
Taxable
muncipal bonds
|
1,659 | 3 | 6 | 1,656 | ||||||||||||
U.S.
Government agencies
|
3,931 | 46 | 1 | 3,976 | ||||||||||||
Mortgage-backed
and related
|
||||||||||||||||
investments:
|
||||||||||||||||
FNMA certificates
|
907 | — | 14 | 893 | ||||||||||||
Other
investments
|
1 | — | — | 1 | ||||||||||||
$ | 80,410 | 1,434 | 299 | 81,545 | ||||||||||||
December
31, 2006
|
||||||||||||||||
Gross
|
Gross
|
|||||||||||||||
Amortized
|
unrealized
|
unrealized
|
||||||||||||||
cost
|
gains
|
losses
|
Fair
value
|
|||||||||||||
Tax-exempt
municipal bonds
|
$ | 78,598 | 1,386 | 323 | 79,661 | |||||||||||
Taxable
muncipal bonds
|
1,677 | 4 | 20 | 1,661 | ||||||||||||
U.S.
Government agencies
|
3,443 | 4 | 46 | 3,401 | ||||||||||||
Mortgage-backed
and related
|
||||||||||||||||
investments:
|
||||||||||||||||
FNMA certificates
|
3,067 | — | 67 | 3,000 | ||||||||||||
Other
investments
|
1 | — | — | 1 | ||||||||||||
$ | 86,786 | 1,394 | 456 | 87,724 | ||||||||||||
Subsequent
to December 31, 2007 the Company elected to make a one-time transfer of its
entire investments held to maturity portfolio to investments available for sale
portfolio as a tax planning strategy. During January 2008, a portion of the
tax-exempt municipal bond portfolio was sold. Gross proceeds from the sales were
$62,551 with gross gains of $1,429 and gross losses of $56.
(Continued)
90
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
The
amortized cost and fair value of investments held to maturity at
December 31, 2007, by contractual maturity are shown below. Expected
maturities will differ from contractual maturities because investments may have
call or prepay options with or without call or prepayment
penalties.
Amortized
cost
|
Fair
value
|
|||||||||
Due within one year
|
$
|
2,611
|
2,618
|
|||||||
Due after one year through five years
|
13,029
|
13,155
|
||||||||
Due after five years through 10 years
|
15,227
|
15,505
|
||||||||
Due after ten years
|
49,543
|
50,267
|
||||||||
$
|
80,410
|
81,545
|
||||||||
There were no sales of investments held to maturity during the years ended December 31, 2007, 2006, and 2005.
(Continued)
91
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Note
5 - Other than Temporary Impairment of Investments
The
following table summarizes the aggregate fair value and gross unrealized loss by
length of time those investments have been continuously in an unrealized loss
position:
|
December
31, 2007
|
|||||||||||||||||||||||
Less
than 12 months
|
12
months or longer
|
Total
|
||||||||||||||||||||||
Unrealized
|
Unrealized
|
Unrealized
|
||||||||||||||||||||||
Fair
value
|
loss
|
Fair
value
|
loss
|
Fair
value
|
loss
|
|||||||||||||||||||
FNMA
certificates
|
$ | 77 | - | 58,890 | (1,043 | ) | 58,967 | (1,043 | ) | |||||||||||||||
FHLMC
certificates
|
- | - | 32,921 | (638 | ) | 32,921 | (638 | ) | ||||||||||||||||
GNMA
certificates
|
- | - | 3,807 | (79 | ) | 3,807 | (79 | ) | ||||||||||||||||
Mutual
fund
|
- | - | 6,120 | (172 | ) | 6,120 | (172 | ) | ||||||||||||||||
Municipal
bonds
|
2,254 | (145 | ) | 11,768 | (138 | ) | 14,022 | (283 | ) | |||||||||||||||
U.S.
Government agencies
|
- | - | 1,016 | (2 | ) | 1,016 | (2 | ) | ||||||||||||||||
$ | 2,331 | (145 | ) | 114,522 | (2,072 | ) | 116,853 | (2,217 | ) | |||||||||||||||
December
31, 2006
|
||||||||||||||||||||||||
Less
than 12 months
|
12
months or longer
|
Total
|
||||||||||||||||||||||
Unrealized
|
Unrealized
|
Unrealized
|
||||||||||||||||||||||
Fair
value
|
loss
|
Fair
value
|
loss
|
Fair
value
|
loss
|
|||||||||||||||||||
FNMA
certificates
|
$ | 6,339 | (213 | ) | 74,740 | (2,304 | ) | 81,079 | (2,517 | ) | ||||||||||||||
FHLMC
certificates
|
4,359 | (129 | ) | 37,910 | (1,195 | ) | 42,269 | (1,324 | ) | |||||||||||||||
GNMA
certificates
|
5,733 | (94 | ) | 8,146 | (130 | ) | 13,879 | (224 | ) | |||||||||||||||
Mutual
fund
|
— | — | 5,671 | (148 | ) | 5,671 | (148 | ) | ||||||||||||||||
Other
|
2,009 | (6 | ) | — | — | 2,009 | (6 | ) | ||||||||||||||||
Municipal
bonds
|
8,251 | (57 | ) | 12,292 | (287 | ) | 20,543 | (344 | ) | |||||||||||||||
U.S.
Government agencies
|
— | — | 2,965 | (46 | ) | 2,965 | (46 | ) | ||||||||||||||||
$ | 26,691 | (499 | ) | 141,724 | (4,110 | ) | 168,415 | (4,609 | ) | |||||||||||||||
Temporarily
impaired investments are a result of market value changes due to rising interest
rates and are expected to regain the lost value with market shifts;
other-than-temporary impaired investments can result from events such as a
significant adverse change in the regulatory, economic or technological
environment of the issuer; an adverse change in the general market condition of
the geographical area or industry in which the issuer operates; a significant
deterioration in the earning performance, credit rating or asset quality of the
issuer, which would lead management to believe the security is other than
temporarily impaired. The
Company had no investments at December 31, 2007 and 2006 with
other-than-temporary impairments.
(Continued)
92
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Certain investments shown above currently have fair values less than
amortized cost and therefore contain unrealized losses. The Company has
evaluated these investments and has determined that the decline in value is temporary.
For fixed income investments, the unrealized loss is related to the change in
market interest rates since purchase. The decline in value is not related to
any company or industry specific event. The Company anticipates full recovery of
amortized cost with respect to these investments at maturity or sooner in the
event of
a more favorable market interest rate environment
and has the ability and the intent to hold these
investments until recovery. Given that the mutual fund invests primarily in
mortgage-related investments with
interest rate adjustment features and the rise in short-term rates, the Company
believes the unrealized loss on the mutual fund is temporary and has the intent and ability to hold
this investment until recovery.
Note
6 - Loans Receivable, Net
Loans
receivable, net, consist of the following:
December
31
|
||||||||
2007
|
2006
|
|||||||
One
to four family residential
|
$ | 424,863 | 373,192 | |||||
Multi-family
residential
|
76,039 | 79,701 | ||||||
Commercial
real estate
|
204,798 | 153,924 | ||||||
Construction
and land development
|
288,378 | 153,401 | ||||||
Home
equity
|
6,368 | 3,038 | ||||||
Savings
account loans
|
127 | 296 | ||||||
Other
loans
|
177 | 203 | ||||||
1,000,750 | 763,755 | |||||||
Less:
|
||||||||
Loans
in process
|
108,939 | 58,731 | ||||||
Deferred
loan fees
|
3,176 | 2,725 | ||||||
Allowance
for loan losses
|
7,971 | 1,971 | ||||||
$ | 880,664 | 700,328 | ||||||
At
December 31, 2007 and 2006 there were no loans classified as held for
sale.
(Continued)
93
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
The Company originates both adjustable and fixed interest rate loans. At December 31, 2007, and 2006, the composition of loans receivable was as follows:
December
31, 2007
|
||||||||||||
Fixed
rate
|
Adjustable
rate
|
|||||||||||
Term
to rate
|
||||||||||||
Term
to maturity
|
Book
value
|
adjustment
|
Book
value
|
|||||||||
Due
within one year
|
$
|
12,060
|
Due
within one year
|
$
|
304,888
|
|||||||
After
1 year through 3 years
|
20,679
|
After
1 year through 3 years
|
6,660
|
|||||||||
After
3 years through 5 years
|
49,568
|
After
3 years through 5 years
|
768
|
|||||||||
After
5 years through 10 years
|
404,401
|
After
5 years through 10 years
|
2,142
|
|||||||||
Beyond
10 years
|
197,104
|
Beyond
10 years
|
2,480
|
|||||||||
$
|
683,812
|
$
|
316,938
|
|||||||||
December
31, 2006
|
||||||||||||
Fixed
rate
|
Adjustable
rate
|
|||||||||||
Term
to rate
|
||||||||||||
Term
to maturity
|
Book
value
|
adjustment
|
Book
value
|
|||||||||
Due
within one year
|
$
|
17,742
|
Due
within one year
|
$
|
147,389
|
|||||||
After
1 year through 3 years
|
15,033
|
After
1 year through 3 years
|
3,187
|
|||||||||
After
3 years through 5 years
|
28,510
|
After
3 years through 5 years
|
—
|
|||||||||
After
5 years through 10 years
|
346,425
|
After
5 years through 10 years
|
3,177
|
|||||||||
Beyond
10 years
|
202,292
|
Beyond
10 years
|
—
|
|||||||||
$
|
610,002
|
$
|
153,753
|
|||||||||
The majority of the adjustable rate construction loans are tied to the prime rate as published in the Wall Street Journal. The remaining adjustable rate loans have interest rate adjustment limitations and are generally indexed to either the national average mortgage contract interest rate for major lenders on the purchase of previously occupied homes or the monthly weighted average cost of funds for eleventh district savings institutions, both as published by the FHLB of Seattle. Future market factors may affect the correlation of the interest rate adjustment with the rates the Company pays on the short-term deposits that have been primarily utilized to fund these loans.
(Continued)
94
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
The activity in the allowance for loan losses is summarized as follows:
Years
Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Balance
at beginning of period
|
$ | 1,971 | 1,651 | 995 | ||||||||
Acquisition
of Executive House
|
— | — | 546 | |||||||||
Charge
off
|
— | — | (27 | ) | ||||||||
Provision
($4,500 pertains to impaired loans)
|
6,000 | 320 | 137 | |||||||||
Balance
at end of period
|
$ | 7,971 | 1,971 | 1,651 | ||||||||
Non-accrual
loans were $32,255 and $154 at December 31, 2007, and 2006, respectively.
Included in non-accrual loans for these periods were $30,693 in gross loans or
$23,481 in net loans at December 31, 2007, considered to be impaired. There were
no impaired loans at December 31, 2006. Foregone interest on non-accrual loans
for the years ended December 31, 2007 and 2006 was $391 and $4, respectively.
Loans committed to be advanced in connection with impaired loans at December 31,
2007 was $7,212.
Certain
executive officers and directors have loans with the Bank. The aggregate dollar
amount of these loans outstanding to related parties is summarized as
follows:
Years
Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
Balance
at beginning of year
|
$ | 1,017 | 802 | |||||
Additions
|
239 | 437 | ||||||
Repayments
|
(59 | ) | (222 | ) | ||||
Balance
at end of year
|
$ | 1,197 | 1,017 | |||||
Note
7 - Commitments and Guarantees
Commitments
to extend credit are agreements to lend to customers in accordance with
predetermined contractual provisions. These commitments are for specific periods
or, may contain termination clauses and may require the payment of a fee. The
total amounts of unused commitments do not necessarily represent future credit
exposure or cash requirements, in that commitments can expire without being
drawn upon. Unfunded commitments to extend credit totaled $28,911 at
December 31, 2007. Fixed rate commitments totaled $13,489 (interest rates
from 5.63% to 8.00%).
(Continued)
95
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Prior to being acquired, Executive House sold loans without recourse that may have to be subsequently repurchased due to defects in the origination process of the loan. The Company typically guarantees to cover investor losses should origination defects occur. The defects are categorized as willful misstatement and fraud. When a loan sold to an investor without recourse fails to perform, the investor will typically review the loan file to determine whether defects in the origination process occurred. If an origination defect is identified, the Company is required to either repurchase the loan or indemnify the investor for losses sustained if the investor has sold the property. If there are no defects found in the origination process, the Company has no commitment to repurchase the loan. As of December 31, 2007 the total principal balance of loans serviced for other investors, without recourse under these guarantees totaled $56,291. The Company had no reserves as of December 31, 2007 to cover its loss exposure to loans sold without recourse. Management considers the loss potential not to be probable and not estimatable as the sold loans are well seasoned and continue to perform in accordance with their contractual agreements.
Note
8 - Mortgage Servicing Rights
Mortgage
servicing rights were acquired with the December 31, 2005 purchase of Executive
House. The current outstanding balance of these loans at December 31, 2007 was
$199,827 inclusive of loans owned by the Bank at the time of
acquisition.
Years
Ended December 31,
|
||||||||
2007
|
2006
|
|||||||
Beginning
balance
|
$ | 1,560 | 3,000 | |||||
Acquisition
of Executive House and
|
||||||||
Adjustment
|
— | (685 | ) | |||||
Amortization
|
(434 | ) | (755 | ) | ||||
Ending
Balance
|
$ | 1,126 | 1,560 | |||||
Fair
value
|
1,639 | 2,095 | ||||||
At
December 31, 2007, the expected weighted average life of the Company’s
mortgage servicing rights was 3.2 years. Projected amortization expense for the
gross carrying value of mortgage servicing rights at December 31, 2007, is
estimated to be as follows:
2008
|
$ | 338 | ||
2009
|
257 | |||
2010
|
191 | |||
2011
|
135 | |||
2012
|
92 | |||
2013
|
113 | |||
$ | 1,126 | |||
There were no loans held for sale at December 31, 2007 and 2006, respectively.
(Continued)
96
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Note 9 - Accrued Interest Receivable
Accrued
interest receivable consists of the following:
December
31,
|
||||||||
2007
|
2006
|
|||||||
Loans
receivable
|
$ | 4,068 | 3,436 | |||||
Investments
|
626 | 651 | ||||||
Mortgage-backed
and related securities
|
488 | 623 | ||||||
Interest-bearing
deposits
|
12 | — | ||||||
$ | 5,194 | 4,710 | ||||||
Note
10 - Premises and Equipment
Premises
and equipment consists of the following:
December
31,
|
||||||||
2007
|
2006
|
|||||||
Land
|
$ | 1,914 | 1,914 | |||||
Buildings
and improvements
|
10,880 | 10,457 | ||||||
Construction
in progress
|
— | 172 | ||||||
Furniture,
fixtures, and equipment
|
2,794 | 2,756 | ||||||
15,588 | 15,299 | |||||||
Less
accumulated depreciation
|
||||||||
and
amortization
|
(2,249 | ) | (1,562 | ) | ||||
$ | 13,339 | 13,737 | ||||||
Note
11 - Federal Home Loan Bank Stock and Advances
The
Federal Home Loan Bank of Seattle (FHLB) functions as a central reserve bank
providing credit for member financial institutions. Advances are made pursuant
to several different programs. Each credit program has its own interest rate and
range of maturities. Depending on the program, limitations on the amount of
advances are based either on a fixed percentage of an institution’s equity or on
the FHLB’s assessment of the institution’s creditworthiness. At
December 31, 2007 and 2006, the Bank maintained credit facilities with the
FHLB for $331,790 and $337,680 with an outstanding balance of $96,000 and
$147,000, respectively.
During
its corporate restructure the FHLB created an excess stock pool which reflects
stock held by member institutions but unused to support their borrowings or
other activities. This excess stock can then be drawn upon by member
institutions to support short term borrowings without purchasing additional
stock.
(Continued)
97
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
At December 31, 2007, the FHLB advances consisted of a $10,000 fixed rate note bearing interest at 4.04% due on November 19, 2009 and $86,000 in an adjustable rate note due on December 19, 2008. At December 31, 2006, the FHLB advances consisted of a $10,000 fixed rate note bearing interest at 4.04% due on November 19, 2009 and $137,000 in an adjustable rate note due on December 20, 2007. The principal amount of investments of $0 and $112,139, were pledged, as investments for the notes at December 31, 2007 and 2006, respectively, and are in the custody of the FHLB.
As
of December 31, 2007 and 2006, the Bank was required to maintain $4,220 and
$5,830, respectively, of $100 par value FHLB stock. The Bank maintained $4,671
in FHLB stock at December 31, 2007 and 2006 relying on the excess stock pool to
support its cash management advance.
Note
12 - Borrowings
The
Bank maintains a line of credit for $10,000 with Pacific Coast Bankers Bank
(PCBB), which is renewed annually and currently matures in June 2008. As of
December 31, 2007 and 2006, there were no balances outstanding on this line
of credit.
Note
13 - Deposits
Deposits
consist of the following:
December
31,
|
||||||||
2007
|
2006
|
|||||||
Noninterest-bearing
accounts
|
$ | 1,652 | 3,737 | |||||
NOW
accounts
|
12,428 | 10,104 | ||||||
Statement
savings accounts
|
11,591 | 14,280 | ||||||
Money
market accounts
|
161,433 | 198,178 | ||||||
Certificates
of deposit
|
542,390 | 524,411 | ||||||
$ | 729,494 | 750,710 | ||||||
At
December 31, 2007, scheduled maturities of certificates of deposit were as
follows:
2008
|
$ | 387,709 | ||
2009
|
64,328 | |||
2010
|
48,576 | |||
2011
|
35,163 | |||
2012
|
6,514 | |||
2013
|
100 | |||
$ | 542,390 | |||
Deposits at December 31, 2007 and 2006, include public funds of $65,473 and $62,722, respectively.
Certificates
of deposit of one hundred thousand dollars or more included in deposits at
December 31, 2007 and 2006, were $346,151 and $325,169, respectively.
Interest expense on these certificates totaled $15,395, $15,822, and $12,335 for
the years ended December 31, 2007, 2006 and 2005,
respectively.
(Continued)
98
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Included in deposits are accounts of $1,600 and $6,500 at December 31, 2007 and 2006, respectively which are controlled by members of the Board of Directors and management.
Interest
expense on deposits for the years ended December 31, 2007, 2006, and 2005
was as follows:
Years
Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
NOW
accounts
|
$ | 320 | 79 | 85 | ||||||||
Statement
savings accounts
|
249 | 284 | 414 | |||||||||
Money
market accounts
|
7,883 | 8,367 | 5,031 | |||||||||
Certificates
of deposit
|
26,373 | 22,252 | 17,566 | |||||||||
$ | 34,825 | 30,982 | 23,096 | |||||||||
Note
14 - Federal Taxes on Income
The
components of income tax (benefit) expense for the years ended December 31,
2007, 2006, and 2005 are as follows:
Years
Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Current
tax expense
|
$ | 4,263 | 2,531 | 3,021 | ||||||||
Deferred
tax (benefit) expense
|
(7,938 | ) | (403 | ) | — | |||||||
$ | (3,675 | ) | 2,128 | 3,021 | ||||||||
A
reconciliation of the tax provision based on the statutory corporate rate of 34%
on pretax income and the provision for taxes as shown in the accompanying
consolidated statements of income for the years ended December 31, 2007,
2006, and 2005 is as follows:
Years
Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Income
tax expense (benefit) at
|
||||||||||||
statutory
rate
|
$ | (2,604 | ) | 3,133 | 4,113 | |||||||
Income
tax effect of:
|
||||||||||||
Tax
exempt interest, net
|
(966 | ) | (1,002 | ) | (1,265 | ) | ||||||
Other,
net
|
(105 | ) | (3 | ) | 173 | |||||||
Total
income tax expense (benefit)
|
$ | (3,675 | ) | 2,128 | 3,021 | |||||||
Effective
income (benefit) tax rate
|
(47.98 | %) | 23.09 | % | 24.98 | % | ||||||
(Continued)
99
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
At December 31, 2007 and 2006, the net deferred tax asset (liability), included in the accompanying consolidated balance sheets, consisted of the following:
December
31,
|
||||||||
2007
|
2006
|
|||||||
Deferred
tax assets:
|
||||||||
Capital
loss carryforward
|
$ | 4 | 4 | |||||
Contribution
to First Financial Northwest Foundation
|
5,265 | — | ||||||
Net
unrealized loss on investments available for sale
|
608 | 1,397 | ||||||
Loan
origination fees and costs
|
11 | — | ||||||
Allowance
for loan losses
|
2,710 | 670 | ||||||
Deferred
compensation
|
525 | 497 | ||||||
Total
deferred tax assets
|
9,123 | 2,568 | ||||||
Deferred
tax liabilities:
|
||||||||
Federal
Home Loan Bank stock dividends
|
1,246 | 1,246 | ||||||
Loan
origination fees and costs
|
— | 539 | ||||||
Mortgage
servicing rights
|
383 | 530 | ||||||
Other, net | 401 | 309 | ||||||
Total
deferred tax liabilities
|
2,030 | 2,624 | ||||||
Deferred
tax assets (liabilities), net
|
$ | 7,093 | (56 | ) | ||||
A valuation allowance for deferred tax assets was not considered necessary at December 31, 2007 and 2006. Management believes it is more likely than not that the Company will fully realize its total deferred income tax assets at December 31, 2007 based upon its total deferred income tax liabilities, taxes previously paid, and its current and expected future levels of taxable income.
The
Company has qualified under provisions of the Internal Revenue Code to compute
federal income taxes after deductions of additions to the bad debt reserves. At
December 31, 2007 and 2006, the Company had a taxable temporary difference
of approximately $4.5 million that arose before 1988 (base-year amount). In
accordance with SFAS No. 109, a deferred tax liability has not been
recognized for the temporary difference. Management does not expect this
temporary difference to reverse in the foreseeable future.
Note
15 - Employee Benefit Plans
Pension
Plans
The
Company participates in a multiemployer noncontributory defined benefit pension
plan covering substantially all employees after one year of continuous
employment. Pension benefits vest over a period of five years of credited
service. Total pension expense for the years ended December 31, 2007, 2006,
and 2005 were $503, $417, and $423, respectively. The Company’s policy is to
fund pension costs as accrued.
The
Company also has postemployment agreements with certain key officers to provide
supplemental retirement benefits. For the years ended December 31, 2007,
2006, and 2005, the plan premium cost to the Company was $23, $63, and $60,
respectively. Additionally, the Company recorded $166, $371, and $0 respectively
of deferred compensation expensed as of December 31, 2007, 2006, and
2005.
(Continued)
100
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Savings Plans
The
Company has a savings plan under Section 401(k) of the Internal Revenue
Code, covering substantially all employees after 90 days of continuous
employment. Under the plan, employee contributions are fully matched up to 6% by
the Company. Such matching becomes vested over a period of five years of
credited service. Employees may make investments in various stock, money market,
or fixed income plans. The Company contributed $167, $118, and $80 to the plan
for the years ended December 31, 2007, 2006, and 2005,
respectively.
Employee
Stock Ownership Plan
On
October 9, 2007 the Company began an ESOP for the benefit of substantially all
employees. The ESOP borrowed $16,928 from the Company and used those funds to
acquire 1,692,800 shares of the Company’s stock at the time of the initial
public offering at a price of $10.00 per share.
Shares
purchased by the ESOP with the loan proceeds are held in a suspense account and
are allocated to ESOP participants on a pro rata basis as principal and interest
payments are made by the ESOP to the Company. The loan is secured by shares
purchased with the loan proceeds and will be repaid by the ESOP with funds from
the Company’s discretionary contributions to the ESOP and earnings on the ESOP
assets. Annual principal and interest payments of approximately $1,623 are to be
made by the ESOP.
As
shares are committed to be released from collateral, the Company will report
compensation expense equal to the current market prices of the shares and the
shares will become outstanding for earnings-per-share (EPS) computations. The
compensation expense will be accrued throughout the year.
During
2007, 21,533 shares with a fair value of $9.84 per share, were released,
resulting in ESOP compensation expense of $212. Contributions to the ESOP for
repayment of principal and interest were $406.
Shares
held by the ESOP are as follows:
December
31, 2007
|
||||
Allocated
shares
|
21,533 | |||
Unallocated
shares
|
1,671,267 | |||
Total
ESOP shares
|
1,692,800 | |||
Fair
value of unallocated shares
|
$ | 16,445,267 | ||
(Continued)
101
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Note
16 – Loss Per Share
The
following table presents a reconciliation of the components used to compute
basic and diluted loss per share for 2007. The Company completed its stock
conversion on October 9, 2007.
2007
|
||||
Net
loss for the period
|
||||
October
9, 2007 through December 31, 2007 (1)
|
$ | (10,743,675 | ) | |
Weighted
average common shares outstanding
|
21,160,256 | |||
Basic
and diluted loss per share
|
$ | (0.51 | ) | |
(1) Actual net loss not rounded to the nearest thousand.
Basic
and diluted loss per share are the same amount at December 31, 2007 as the
Company does not have any additional potential common shares issuable under
stock options.
(Continued)
102
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Note
17 - Regulatory Capital Requirements
Under
Washington State law, pre-conversion retained earnings are restricted for the
protection of pre-conversion depositors.
Pursuant
to minimum capital requirements of the FDIC, First Savings Bank Northwest is
required to maintain a leverage ratio (capital to assets ratio) of 4% and
risk-based capital ratios of Tier 1 capital and total capital (to total
risk-weighted assets) of 4% and 8% respectively. As of December 31, 2007
and 2006, First Savings Bank Northwest was classified as a “well capitalized”
institution under the criteria established by the FDIC. There are no conditions
or events since that notification that management believes have changed the
Bank’s classification as a well capitalized institution.
The
Bank’s actual capital amounts and ratios are presented in the following
table:
To
be well capitalized
|
||||||||||||||||||||||||
For
capital adequacy
|
under
prompt corrective
|
|||||||||||||||||||||||
Actual
|
purposes
|
action
provisions
|
||||||||||||||||||||||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||||||||||
December
31, 2007:
|
||||||||||||||||||||||||
Total
capital (to risk
|
||||||||||||||||||||||||
weighted
assets)
|
192,784 | 25.91 | % | 59,522 | 8.00 | % | 74,403 | 10.00 | % | |||||||||||||||
Core
(Tier I) capital
|
||||||||||||||||||||||||
(to
risk weighted assets)
|
184,843 | 24.84 | 29,761 | 4.00 | 44,642 | 6.00 | ||||||||||||||||||
Core
(Tier I) capital
|
||||||||||||||||||||||||
(to
adjusted total assets)
|
184,843 | 16.62 | 44,498 | 4.00 | 55,623 | 5.00 | ||||||||||||||||||
December
31, 2006:
|
||||||||||||||||||||||||
Total
capital (to risk
|
||||||||||||||||||||||||
weighted
assets)
|
85,385 | 14.56 | % | 46,924 | 8.00 | % | 58,656 | 10.00 | % | |||||||||||||||
Core
(Tier I) capital
|
||||||||||||||||||||||||
(to
risk weighted assets)
|
83,444 | 14.23 | 23,462 | 4.00 | 35,193 | 6.00 | ||||||||||||||||||
Core
(Tier I) capital
|
||||||||||||||||||||||||
(to
adjusted total assets)
|
83,444 | 8.61 | 38,753 | 4.00 | 48,442 | 5.00 |
Banking regulations generally restrict a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized.
(Continued)
103
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Note
18 - Fair Value of Financial Instruments
The
estimated fair value amounts have been determined by the Company using available
market information and appropriate valuation methodologies. However,
considerable judgment is necessary to interpret market data in the development
of the estimates of fair value. Accordingly, the estimates presented herein are
not necessarily indicative of the amounts the Company could realize in a current
market exchange. The use of different market assumptions and/or estimation
methodologies may have a material effect on the estimated fair value amounts.
The estimated fair value of financial instruments is as follows:
December
31, 2007
|
December
31, 2006
|
|||||||||||||
Carrying
|
Estimated
|
Carrying
|
Estimated
|
|||||||||||
value
|
fair
value
|
value
|
fair
value
|
|||||||||||
Assets:
|
||||||||||||||
Cash
on hand and in banks
|
$
|
3,675
|
3,675
|
12,135
|
12,135
|
|||||||||
Interest-bearing
deposits
|
787
|
787
|
7,238
|
7,238
|
||||||||||
Federal
funds sold
|
7,115
|
7,115
|
7,290
|
7,290
|
||||||||||
Investments
available for sale
|
119,837
|
119,837
|
149,051
|
149,051
|
||||||||||
Investments
held to maturity
|
80,410
|
81,545
|
86,786
|
87,724
|
||||||||||
Loans
receivable, net
|
880,664
|
869,103
|
700,328
|
692,598
|
||||||||||
Mortgage
service rights
|
1,126
|
1,639
|
1,560
|
2,095
|
||||||||||
Federal
Home Loan Bank stock
|
4,671
|
4,671
|
4,671
|
4,671
|
||||||||||
Accrued
interest receivable
|
5,194
|
5,194
|
4,710
|
4,710
|
||||||||||
Liabilities:
|
||||||||||||||
Deposits
|
187,104
|
187,104
|
226,299
|
226,299
|
||||||||||
Certificates
of deposit
|
542,390
|
545,407
|
524,411
|
526,984
|
||||||||||
Advances
from Federal Home
|
||||||||||||||
Loan
Bank
|
96,000
|
96,000
|
147,000
|
147,000
|
||||||||||
Accrued
interest payable
|
132
|
132
|
176
|
176
|
||||||||||
Fair
value estimates, methods, and assumptions are set forth below for the Company’s
financial instruments.
·
|
Financial instruments with
book value equal to fair value: The fair value of
financial instruments that are short-term or reprice frequently and that
have little or no risk are considered to have a fair value equal to book
value.
|
·
|
Investments: The fair
value of all investments excluding FHLB stock was based upon quoted market
prices. FHLB stock is not publicly traded, however it may be redeemed on a
dollar-for-dollar basis, for any amount the Company is not required to
hold. The fair value is therefore equal to the book
value.
|
·
|
Loans receivable: For
variable rate loans that reprice frequently and with no significant change
in credit risk, fair values are based on carrying values. The fair value
of the performing loans that do not reprice frequently is estimated using
discounted cash flow analysis, using interest rates currently being
offered or interest rates that would be offered for loans with similar
terms to borrowers of similar credit quality. The fair value of
non-performing loans is estimated using discounted cash flow analysis,
based on applicable risk-adjusted spreads to the contractual interest
rates applicable to each category of
loan.
|
(Continued)
104
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
·
|
Liabilities: The fair
value of deposits with no stated maturity, such as statement, NOW, and
money market accounts, is equal to the amount payable on demand. The fair
value of time deposit certificates is based on the discounted value of
contractual cash flows. The fair value of the FHLB advances approximates
book value as the interest rate is comparable to interest rates currently
available for similar debt instruments at December 31, 2007 and
2006.
|
·
|
Mortgage servicing rights
(MSR): The estimated fair value of MSR is based on the estimated
discounted cash flows to be received less estimated costs of servicing and
credit losses, over the estimated lives of the underlying loans. When
estimating the cash flows and fair value using a discounted cash flow
model, key assumptions included are prepayment and discount rates,
estimated costs of servicing, other income and other
expenses.
|
·
|
Off balance sheet
commitments: No fair value adjustment is necessary for commitments
made to extend credit, which represents commitments for loan originations
or for outstanding commitments to purchase loans. These commitments are at
variable rates, are for loans with terms of less then one year and have
interest rates which approximate prevailing market rates, or are set at
the time of loan closing.
|
Fair
value estimates are based on existing balance sheet financial instruments
without attempting to estimate the value of anticipated future business. The
fair value has not been estimated for assets and liabilities that are not
considered financial instruments.
Note
19 - Parent Company Only
Presented
below are the condensed balance sheet, statement of operations, and statement of
cash flows for First Financial Northwest, Inc.
First
Financial Northwest, Inc.
Condensed
Balance Sheet
December
31, 2007
|
||||
Assets
|
||||
Cash
and cash equivalents
|
$
|
101,192
|
||
Investment
in First Savings Bank Northwest
|
198,095
|
|||
Investment
in First Financial Diversified, Inc.
|
4,531
|
|||
Deferred
tax assets, net
|
5,265
|
|||
Other
assets
|
508
|
|||
Total
assets
|
$
|
309,591
|
||
Liabilities
and Stockholders' Equity
|
||||
Liabilities:
|
||||
Other
liabilities
|
$
|
305
|
||
Stockholders'
Equity
|
309,286
|
|||
Total liabilities and stockholders' equity
|
$
|
309,591
|
||
(Continued)
105
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
First
Financial Northwest, Inc.
Condensed
Statement of Operations
Period
from October 9, 2007
|
|||||||||||
through
December 31, 2007
|
|||||||||||
Operating
income:
|
|||||||||||
Interest
income:
|
|||||||||||
Interest-bearing
deposit with
|
|||||||||||
First
Savings Bank Northwest
|
$
|
1,189
|
|||||||||
Total
operating income
|
1,189
|
||||||||||
Interest
expense:
|
$
|
-
|
|||||||||
Total
interest expense
|
-
|
||||||||||
Operating
expenses:
|
|||||||||||
Contribution
to First Financial
|
|||||||||||
Northwest
Foundation
|
16,928
|
||||||||||
Other
expenses
|
363
|
||||||||||
Total
operating expenses
|
17,291
|
||||||||||
Loss
before income taxes and equity in
|
|||||||||||
undistributed
earnings of subsidiaries
|
(16,102)
|
||||||||||
Federal
income tax benefit
|
(5,756)
|
||||||||||
Loss
before equity in undistributed
|
|||||||||||
earnings
of subsidiaries
|
(10,346)
|
||||||||||
Equity
in undistributed loss
|
|||||||||||
of
subsidiaries
|
(398)
|
||||||||||
Net
loss
|
$
|
(10,744)
|
|||||||||
(Continued)
106
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
First
Financial Northwest, Inc.
Condensed
Statement of Cash Flows
Period from October 9, 2007
|
||||||||||||||
through
December 31, 2007
|
||||||||||||||
Cash
flows from operating activities:
|
||||||||||||||
Net
loss
|
$
|
(10,744)
|
||||||||||||
Adjustments
to reconcile net income to
|
||||||||||||||
net
cash from operating activities:
|
||||||||||||||
Equity
in undistributed earnings (loss)
|
||||||||||||||
of
subsidiaries
|
398
|
|||||||||||||
Charitable
foundation donation
|
16,928
|
|||||||||||||
Change
in deferred tax assets, net
|
(5,265)
|
|||||||||||||
Change
in other assets
|
(508)
|
|||||||||||||
Changes
in other liabilities
|
305
|
|||||||||||||
Net
cash provided by operating activities
|
1,114
|
|||||||||||||
Cash
flows from investing activities
|
||||||||||||||
Dividends
from holding companies subsequently
|
||||||||||||||
closed
due to conversion
|
4,583
|
|||||||||||||
Repayments
of ESOP loan
|
215
|
|||||||||||||
Investment
in First Savings Bank Northwest
|
(95,278)
|
|||||||||||||
Net
cash used in investing activities
|
(90,480)
|
|||||||||||||
Cash
flows from financing activities
|
||||||||||||||
Issuance
of common stock, net of cost
|
190,558
|
|||||||||||||
Net
cash provided by financing activities
|
190,558
|
|||||||||||||
Net
increase in cash
|
101,192
|
|||||||||||||
Cash
and cash equivalents at beginning of year
|
—
|
|||||||||||||
Cash
and cash equivalents at end of year
|
$
|
101,192
|
||||||||||||
Non
Cash Financing Activities:
|
||||||||||||||
During
2007, the Company issued 1,692,800 shares of common stock to the Employee
Stock Ownership Plan (ESOP) and recorded a note receivable from the ESOP.
The note receivable is shown as Unearned Employee Stock Ownership Plan
(ESOP) shares in the consolidated balance
sheet.
|
(Continued)
107
FIRST
FINANCIAL NORTHWEST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands, except share data)
Note
20 – Summarized Consolidated Quarterly Financial Data (Unaudited)
The
following table presents summarized consolidated quarterly data for each of the
last two years:
First
|
Second
|
Third
|
Fourth
|
||||||||
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||
2007
|
|||||||||||
Total
interest income
|
$
|
15,474
|
16,100
|
17,258
|
17,737
|
||||||
Total
interest expense
|
10,773
|
11,170
|
11,327
|
9,578
|
|||||||
Net
interest income
|
4,701
|
4,930
|
5,931
|
8,159
|
|||||||
Provision
for loan losses
|
600
|
375
|
225
|
4,800
|
|||||||
Net
interest income after
|
|||||||||||
provision
for loan losses
|
4,101
|
4,555
|
5,706
|
3,359
|
|||||||
Total
noninterest income
|
29
|
59
|
48
|
453
|
|||||||
Total
noninterest expense (2)
|
1,824
|
2,014
|
2,027
|
20,104
|
|||||||
Income
(loss) before income taxes
|
2,306
|
2,600
|
3,727
|
(16,292)
|
|||||||
Federal
income tax (benefit) expense
|
548
|
638
|
1,030
|
(5,891)
|
|||||||
Net
income (loss) (2)
|
$
|
1,758
|
1,962
|
2,697
|
(10,401)
|
||||||
Basic
loss per share (1)
|
$
|
N/A
|
N/A
|
N/A
|
(0.51)
|
||||||
Diluted
loss per share (1)
|
$
|
N/A
|
N/A
|
N/A
|
(0.51)
|
||||||
2006
|
|||||||||||
Total
interest income
|
$
|
13,150
|
13,581
|
14,185
|
14,344
|
||||||
Total
interest expense
|
7,921
|
8,936
|
9,949
|
10,442
|
|||||||
Net
interest income
|
5,229
|
4,645
|
4,236
|
3,902
|
|||||||
Provision
for loan losses
|
160
|
160
|
-
|
-
|
|||||||
Net
interest income after
|
|||||||||||
provision
for loan losses
|
5,069
|
4,485
|
4,236
|
3,902
|
|||||||
Total
noninterest income
|
(37)
|
38
|
(47)
|
(46)
|
|||||||
Total
noninterest expense
|
1,757
|
1,856
|
1,791
|
2,980
|
|||||||
Income
before income taxes
|
3,275
|
2,667
|
2,398
|
876
|
|||||||
Federal
income tax expense
|
989
|
504
|
561
|
74
|
|||||||
Net
income
|
$
|
2,286
|
2,163
|
1,837
|
802
|
||||||
Basic
earnings (loss) per share (1)
|
$
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||
Diluted
earnings (loss) per share (1)
|
$
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||
(1)
Earnings (loss) per share is calculated for the period from October 9,
2007
|
|||||||||||
to
December 31, 2007 the period for which the Company was
publicly-owned.
|
|||||||||||
(2)
The fourth quarter of 2007 was impacted by a one-time contribution of
$16.9 million to
|
|||||||||||
the
First Financial Northwest Foundation.
|
|||||||||||
108
Item 9.
Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure
None.
Item 9A. Controls
and Procedures
(a) Evaluation of Disclosure
Controls and Procedures: An evaluation of the Company's disclosure
controls and procedures (as defined in Section 13(a)-15(e) of the Securities
Exchange Act of 1934 (the "Act")) was carried out under the supervision and with
the participation of the Company's Chief Executive Officer and other members of
the Company's management team as of the end of the period covered by this annual
report. During this review it was determined that the Company does
not have sufficient accounting staff typical of a publicly held Company of its
size. This insufficient level of staffing impacts financial reporting
by limiting expertise available to adequately review and resolve technical
accounting and financial reporting matters. During the first
quarter of 2008 the Company hired a Chief Financial Officer and plans to add
additional accounting staff during 2008 to correct this material
weakness. Our registered independent public accountants have audited
our financial results at and for the year ended December 31, 2007 and have
issued an unqualified opinion on our financial statements. In
designing evaluating our disclosure controls and procedures management
recognized that disclosure controls and procedures, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the disclosure controls and procedures are met. Our
disclosure controls and procedures have been designed to meet, and management
believes that they meet, reasonable assurance
standards. Additionally, in designing disclosure controls and
procedures, our management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible disclosure controls and
procedures. The design of any disclosure controls and procedures also 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. Based on their
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that, as of December 31, 2007, the Company's disclosure controls and
procedures were not effective in ensuring that the information required to be
disclosed by the Company in the reports it files or submits under the Act is (i)
accumulated and communicated to the Company's management (including the Chief
Executive Officer) timely decisions regarding required disclosure, and (ii)
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms.
(b) Changes in Internal
Controls: There have been no changes in our internal control
over financial reporting (as defined in 13a-15(f) of the Act) that occurred
during the quarter ended December 31, 2007, that have materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting. The Company continued, however, to implement suggestions
from its internal auditor and independent auditor on ways to strengthen existing
controls. The Company does not expect that its disclosure controls
and procedures and internal controls over financial reporting will prevent all
errors and fraud. A control procedure, no matter how well designed
and functioning, can provide only reasonable, not absolute, assurance that the
objectives of the control procedures 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 judgements in decision-making can be faulty, and that
breakdowns in controls or procedures can occur because of a 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
cost-effective control procedures, misstatements due to error or fraud may occur
and not be detected.
109
Item 9B. Other
Information
There was no information to be
disclosed by the Company in a report on Form 8-K during the fourth quarter of
fiscal 2007 that was not so disclosed.
PART
III
Item
10. Directors, Executive Officers and Corporate
Governance
The information contained under the
section captioned "Proposal 1 -- Election of Directors" is included in the
Company's Definitive Proxy Statement for the 2008 Annual Meeting of Stockholders
("Proxy Statement") and is incorporated herein by reference.
For information regarding the executive
officers of the Company and the Bank, see the information contained herein under
the section captioned "Item 1. Business - Personnel - Executive
Officers of the Registrant."
Audit
Committee Financial Expert
The Audit Committee of the Company is
composed of Directors Dr. Gary F. Kohlwes (Chairman), Gary F. Faull and Joann E.
Lee. Each member of the Audit Committee is "independent" as
defined in listing standards of The Nasdaq Stock Market
LLC. The Company's Board of Directors has designated Director Joann
E. Lee as the Audit Committee financial expert, as defined in the SEC's
Regulation S-K. Director Joann E. Lee is independent as that term is
used in Item 7(d)(3)(iv) of Schedule 14A promulgated under the Exchange
Act.
Code
of Business Conduct and Ethics
A copy of the Code of Business
Conduct and Ethics, which was revised in March 2008, is filed as an exhibit to
this Form 10-K and also is available on the Company's website at www.fsbnw.com.
Corporate Governance Policies and
Procedures
First Savings Bank has adopted a Code
of Conduct and Ethics Policy for Employees, Officers and
Directors. Following the conversion and reorganization, First
Financial Northwest will adopt a corporate governance policy and a code of
business conduct and ethics. The corporate governance policy is
expected to cover such matters as the following :
|
$
|
the duties and
responsibilities of each
director;
|
|
$
|
the composition,
responsibilities and operation of the board of
directors;
|
|
$
|
the establishment and
operation of board committees, including audit, nominating and
compensation committees;
|
|
$
|
succession
planning;
|
|
$
|
convening executive
sessions of independent
directors;
|
|
$
|
the board of
directors= interaction with
management and third parties;
and
|
|
$
|
the evaluation of the
performance of the board of directors and the Chief Executive
Officer.
|
The code
of business conduct and ethics, applies to all employees and
directors, addresses conflicts of interest, the treatment of confidential
information, general employee conduct and compliance with applicable laws, rules
and regulations. In addition, the code of business conduct and ethics
is designed to deter wrongdoing and to promote honest and ethical conduct in
every respect.
110
Compliance
with Section 16(a) of the Exchange Act
The
information contained under the section captioned "Section 16 (a) Beneficial
Ownership Reporting
Compliance"
is included in the Company=s Proxy
Statement and is incorporated herein by reference.
Item
11. Executive Compensation
The information contained under the
sections captioned "Executive Compensation" and "Directors=
Compensation" are included in the Company's Proxy Statement and are incorporated
herein by reference.
Item
12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
|
(a)
|
Security Ownership of
Certain Beneficial Owners.
|
The information contained under the
section captioned "Security Ownership of Certain Beneficial Owners and
Management" is included in the Company's Proxy Statement and is incorporated
herein by reference.
|
(b)
|
Security Ownership of
Management.
|
The information contained under the
sections captioned "Security Ownership of Certain Beneficial Owners and
Management" is included in the Company's Proxy Statement and is incorporated
herein by reference.
(c) Changes In
Control
The Company is not aware of any
arrangements, including any pledge by any person of securities of the Company,
the operation of which may at a subsequent date result in a change in control of
the Company.
(d) Equity Compensation Plan
Information
The Company did not have any
established equity compensation plans during the year ended December 31,
2007.
Item
13. Certain Relationships and Related Transactions, and
Director Independence
The information contained under the
sections captioned "Meetings and Committees of the Board of Directors and
Corporate Governance -- Corporate Governance -- Related Party Transactions" and
"Meetings and Committees of the Board of Directors and Corporate Governance
Matters -- Corporate Governance -- Director Independence" are included in the
Company's Proxy Statement and are incorporated herein by reference.
Item
14. Principal Accountant Fees and Services
The information contained under the
section captioned "Independent Auditors and Related Fees" is included in the
Company's Proxy Statement and is incorporated herein by reference.
111
PART
IV
Item 15. Exhibits
and Financial Statement Schedules
(a) Exhibits
|
3.1
|
Articles of Incorporation
of First Financial Northwest
(1)
|
|
3.2
|
Bylaws of First Financial
Northwest (1)
|
4
|
Form of stock certificate
of First Financial Northwest(1)
|
|
10.1
|
Form of Employment
Agreement for President and Chief Executive
Officer (1)
|
|
10.2
|
Form of Change in Control
Severance Agreement for Executive Officers
(1)
|
|
10.3
|
Form of First Savings Bank
Employee Severance Compensation Plan
(1)
|
|
10.4
|
Form of Supplemental
Executive Retirement Agreement entered into by First Savings Bank with
Victor Karpiak, Harry A. Blencoe and Robert H. Gagnier
(1)
|
|
10.5
|
Form of Financial
Institutions Retirement Fund
(1)
|
|
10.6
|
Form of 401(k) Retirement
Plan (2)
|
14
|
Code of Business Conduct
and Ethics
|
|
21
|
Subsidiaries of the
Registrant
|
|
23 |
Consent of Independent
Registered Public Accounting Firm
|
|
31 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 | |
of the Sarbanes-Oxley Act | ||
32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 | |
of the Sarbanes-Oxley Act |
_____________
(1)
|
Filed as
an exhibit to First Financial Northwest=s
Registration Statement on Form S-1
(333-143549).
|
(2)
|
Filed as
an exhibit to First Financial Northwest=s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and
incorporated herein by
reference.
|
112
SIGNATURES
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
FIRST FINANCIAL NORTHWEST, INC. | |
Date: March 31, 2008 | |
By: | /s/Victor Karpiak |
Victor Karpiak | |
Chairman of the Board, President, Chief Executive | |
|
Officer
and Chief Financial Officer
|
Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature
|
Title
|
Date
|
||
/s/Victor Karpiak |
Chairman
of the Board, President, Chief
|
March
31, 2008
|
||
Victor
Karpiak
|
Executive
Officer and Chief Financial Officer
|
|||
(Principal
Executive Officer, and Principal
|
||||
Financial
and Accounting Officer)
|
||||
/s/Harry A. Blencoe |
Director
|
March 31, 2008
|
||
Harry
A. Blencoe
|
||||
/s/Joann E. Lee |
Director
|
March 31, 2008
|
||
Joann
E. Lee
|
||||
/s/Gary F. Kohlwes |
Director
|
March 31, 2008
|
||
Gary
F. Kohlwes
|
||||
_______________________ |
Director
|
March __, 2008
|
||
Robert
L. Anderson
|
||||
/s/Gerald Edlund |
Director
|
March 31, 2008
|
||
Gerald
Edlund
|
||||
/s/Robert W. McLendon |
Director
|
March 31, 2008
|
||
Robert
W. McLendon
|
||||
/s/Gary F. Faull |
Director
|
March 31, 2008
|
||
Gary
F. Faull
|
113
Exhibit
Index
|
Exhibit
No.
|
Description
|
14 | Code of Business Conduct and Ethics | |
|
21
|
Subsidiaries of the
Registrant
|
23
|
Consent of Independent
Registered Public Accounting Firm
|
|
31 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 | |
of the Sarbanes-Oxley Act | ||
32 |
Certification of Chief
Executive Officer and Chief Financial Officer Pursuant to Section
906
|
|
of the Sarbanes-Oxley Act |
Exhibit
14
Code
of Business Conduct and Ethics
Code of
Business Conduct and Ethics
March
2008
The
Business of First Financial Northwest, Inc.
The
business of First Financial Northwest, Inc. and its affiliates, including but
not limited to First Savings Bank Northwest (collectively referred to as "First
Financial"), includes a full array of retail banking and related
services. During the performance of our duties, it is necessary to
interact with many constituencies. These persons place their trust in
us and accordingly, we have the responsibility to keep this trust and be in
strict compliance with all applicable laws and regulations.
First
Financial requires corporate and affiliate directors, officers and employees to
observe a high standard of ethics in business and personal
matters. The following Code of Business Conduct and Ethics specifies
certain standards for the guidance of all directors, officers and
employees. The Code should be considered as illustrative, but not
regarded as all-inclusive.
Failure
to comply with all policies and procedures may result in termination of
employment or service on the Board of Directors. Any questions
regarding proper code of conduct should be referred to an immediate supervisor,
the Chief Operations Officer or the Chief Executive Officer.
Conflict
of Interest/Outside Interests
All
directors, officers and employees should avoid situations which could result in,
or give the appearance of, a conflict of interest concerning either First
Financial or its shareholders, or any affiliate or its
customers. Personal interest which could affect the proper exercise
of judgment must be avoided. In those cases where personal interests
do exist, or may appear to exist, an officer or employee should disqualify
himself or herself and permit other members of our staff to handle the
transaction, and a director should disqualify himself or herself and abstain
from discussion and voting on the matter.
The Board
or a Board designated committee will review any transaction in which First
Financial is or will be a participant and the amount involved exceeds a
predetermined amount ($200,000) and in which any of the directors, officers or
employees had, has or will have a direct or indirect material
interest. Approval or ratification will be made only for those
transactions that are in, or are not inconsistent with, the best interests of
First Financial, as the Board or Board designated committee determines in good
faith.
In
determining whether a conflict of interest could exist, directors, officers and
employees should remember that the rules also apply to their spouses and
children, including adult children, where appropriate. For example, a
conflict of interest would arise where the spouse of an employee was offered a
business opportunity on account of the employee's position at First
Financial.
1
Having a
business or other employment outside First Financial is permissible provided
that it does not conflict with the director, officer or employee's duties or the
time and attention required of his or her position at First
Financial. The Chief Executive Officer shall determine the propriety
thereof. Also, the business or employment cannot be directly
competitive with First Financial.
Acceptance
of membership on outside boards involves potential conflicts of interest.
Directors, officers and employees are encouraged to participate in civic,
charitable and religious organizations; any other organization, or position
therewith, should be authorized by senior management. Any denials of
such membership may be appealed to the Board of Directors.
Reporting
Questionable Accounting Practices
Officers
and employees should report any concerns regarding questionable accounting or
auditing matters in accordance with First Financial’s current Whistle Blower
Policy on a confidential and anonymous basis. The Investigative
Council of the Audit Committee will immediately investigate each allegation and
will make a full report to the Board of Directors and management. All
information will be held in strict confidence. Employees may submit a concern
regarding an actual or suspected questionable accounting or auditing matter
without fear of dismissal or retaliation of any kind.
Confidential
Information
The
confidential nature of bank accounts and company resources in general is a
fundamental precept in financial services. It is important that our
directors, officers and employees be constantly alert to the responsibility of
maintaining confidentiality.
All
information obtained by virtue of employment with or service to First Financial
should be held in strictest confidence. This includes financial and
personal information of customers, including fellow employees, as well as First
Financial's financial information and information related to its internal
affairs, competitive position, strategic planning and regulatory
actions. Confidential information must not be disclosed to anyone
except as required for business transactions or as required by
law. When disclosing confidential information, do so in a manner that
does not risk violating confidentiality.
Confidential
information pertaining to First Financial or its customers, suppliers,
shareholders and employees is to be used solely for corporate purposes and not
as a basis for personal gain by directors, officers or employees.
Furthermore,
it is the responsibility of each director, officer and employee to adhere to the
internal controls in place to protect customer information from misuse that
could result in identity theft, as required by the Gramm-Leach-Bliley Act (GLBA)
of 1999.
2
In
certain instances, confidential information could be considered "insider information" within
the meaning of federal and state securities laws. Disclosure or use
of such information for personal gain or for avoiding personal loss could result
in substantial civil and criminal penalties to individuals who disclose or who
use this information. Directors, officers and employees must be
extremely cautious in discussing the corporate affairs of First Financial with
customers or outsiders, including with shareholders of First Financial who do
not have a right to such information before an announcement is made to all
shareholders of First Financial.
Trading
in First Financial's Stock
Directors,
officers and employees are encouraged to participate and maintain ownership in
the stock of First Financial. While there are occasions that dictate
the purchase or sale of any investment, active buying and selling of First
Financial's common stock in order to make short term profits is
discouraged. The Securities and Exchange Commission has stringent
rules and regulations related to trading securities while in the possession of
material, non-public information.
There may
be occasions when you become aware of certain facts related to First Financial
such as earnings, expansion plans, a potential acquisition or other similar
situations which may reasonably be expected to be important to the investing
public. Insider information is information that has not been publicly
released and which a reasonable person would consider important in determining
whether to buy, sell or hold securities. Until such information is
disseminated to the general public through a press release or other public
announcement, directors, officers and employees are prohibited from either
purchasing or selling First Financial's stock (additionally, no trading is
allowed for three business days after the release of such
information). Violation of this policy could subject directors,
officers or employees to possible action by the Securities and Exchange
Commission, the result of which may include fines and/or
imprisonment. Should any directors, officer or employee desire to
acquire or sell First Financial's stock while knowledgeable of information which
has not been released to the public, they should first consult
with First Financial’s Investor Relations
Representative.
Gifts
and Entertainment
Whether
or not directors, officers or employees may accept gifts or gratuities is
dependent on the particular circumstances. Substantial gifts and excessive
entertainment offered because of your affiliation with First Financial should be
courteously and tactfully declined. Commissions, fees or propositions
involving personal gain to a director, officer or employee in connection with a
transaction are highly improper and in some cases, illegal.
No
director, officer or employee or member of his or her immediate family should
give or accept cash, gifts, special accommodations or other favors from anyone
with whom the person is negotiating, soliciting or doing business with on behalf
of First Financial.
3
Similarly, officers and employees
may not solicit or accept personal fees, commissions or other forms of
remuneration because of any transaction or business involving First
Financial.
The
preceding prohibitions are not applicable to entertainment or hospitality of a
reasonable value, or
gifts (but never cash), which under the circumstances, are of limited or nominal
value. Nominal value is considered anything below
$50.00.
Whenever
possible, First Financial should pay the expenses of a director, officer or
employee. Frequent invitations from customers or vendors for meals or
entertainment should be declined or handled with firm insistence that the
director, officer or employee pay for alternate meals. The acceptance
of gifts of more than a nominal value could be considered as an attempt at
bribery and could subject both the giver and the recipient to felony charges as
well as the penalties prescribed under the Bank Bribery Act, 18 U.S.C. §
215. The Bank Bribery Act also covers agents or attorneys of a
financial institution.
The
guidelines of the federal regulatory agencies include seven categories of gifts
that a bank may permit its employees to accept. They
are:
$
|
Gifts
based on obvious family or personal relationships where the circumstances
make it clear it is the relationship rather than the business of the bank
that is the motivating factor.
|
$
|
Meals,
refreshments, entertainment, accommodations or travel arrangements, all of
reasonable value, in the course of a meeting or other occasion, the
purpose of which is to hold bona fide business discussions or to foster
better business relations, provided that the expense would be paid for by
the bank if not paid for by another
party.
|
$
|
Loans
from other banks or financial institutions on customary terms to finance
proper, usual activities of bank officials, such as home mortgage loans,
except where prohibited by law.
|
$
|
Advertising
or promotional material of reasonable
value.
|
$
|
Discounts
or rebates on merchandise or services that do not exceed those available
to other customers of that
merchant.
|
$
|
Gifts
of reasonable value related to commonly recognized events or occasions
such as a promotion, wedding, retirement, holiday or other special
occasion.
|
$
|
Civic,
charitable, educational or religious organizational awards for recognition
of service and accomplishment.
|
4
Full and timely disclosure to the
Human Resources Manager must be made with respect to entertainment, hospitality
or gifts received. Any question or doubt as to the
appropriateness of their receipt should be referred to and resolved by the Chief
Operations Officer or the Chief Executive Officer on a timely
basis. The tactful communication of the limitations of this policy to
the donors of gifts is also strongly encouraged.
Anti-Trust
Rules - Charges and Pricing
Interest
rates on deposits and loans, terms of loans, service charges and other similar
matters will be determined solely on the basis of what is in the best interest
of First Financial and its customers. Under no circumstances should
any agreements or understandings be established with any other financial
institution concerning such charges. First Financial is individually
responsible for its policies and operating procedures.
It is
important that no comments be made or actions taken by directors, officers or
employees that could be misinterpreted as an agreement to cooperate with
competitors in following a common course of action as to rates of interest paid,
the terms on which loans are made, hours or the price or services offered to
customers. Situations where discussions with competitors are
permissible are strictly limited to circumstances where action by a banking
group is warranted, such as an extension of a term loan by a group of banks or a
potential bad loan situation where cooperation among lenders is necessary to
assist the borrower in working out financial problems.
Undesirable
Business
Directors,
officers and employees may not discriminate in the acceptance of business
brought to us by reputable persons. However, it should also be kept
in mind that accounts or loans requested from known controversial or unsavory
persons or firms should generally be declined. Such relationships
could lead to loss and embarrassment for First Financial and should be very
carefully considered.
Personal
Reputation
Loyalty,
fidelity and good morals are assumed qualities of those who represent First
Financial but, nevertheless, need to be emphasized. It is imperative
that each individual display conduct at all times so as to reflect credit on
First Financial and its directors, officers and employees. A
reputation for good morals, ethics and integrity is within the reach of all, and
officers and employees must remain above reproach throughout their business
careers.
5
Community
and Political Activity
As an
institution, First Financial cannot and should not engage in
politics. Directors, officers and employees, however, are encouraged
to stay well informed on local, state and national affairs and to meet their
responsibility to vote in all elections.
Directors,
officers and employees should ensure that their participation in political
activities in no way reflects unfavorably on First
Financial. Community and political activities by directors, officers
and employees are encouraged, provided that participation:
$
|
is
accomplished in a legal manner;
|
$
|
does
not interfere with work performance for First
Financial;
|
$
|
is
not deemed to be divisive in the community;
and
|
$
|
occurs
in such a manner which clearly indicates that the director, officer or
employee does not speak for First
Financial.
|
Before
running for an elected political office or accepting an appointment to a
federal, state or local government office, the director, officer or employee
must discuss the position with First Financial's Chief Executive
Officer.
Federal
law prohibits First Financial from making political contributions to parties or
candidates. At no time will directors, officers or employees solicit
other employees for political contributions or coerce others into contributing
to any organization. Loans to political parties or candidates are
also generally prohibited. The use of any corporate funds, supplies,
special services, equipment or labor for political purposes must be avoided as
such use is illegal. Additionally, no reimbursement will be made to
any individual for political contributions or for the cost of attendance at any
political function. Fund-raising efforts for any purpose should be
avoided if there is any possibility of an adverse effect on the reputation of
First Financial.
Illegal
Activity
Directors,
officers and employees are expected to abide by all local, state and federal
laws, regulations and guidelines. Officers or employees engaged in
activities found to be in conflict with and against these laws, regulations or
guidelines will be subject to termination of employment. Examples of
illegal activity include, but are not limited to:
$
|
embezzlement;
|
$
|
unauthorized
sale of information;
|
6
$
|
frauds
such as forgery, counterfeiting and check
kiting;
|
$
|
unauthorized
use of funds, revenues and fees;
|
$
|
abuse
of expense, asset and liability accounts;
and
|
$
|
sexual
harassment or discrimination.
|
In
addition, any director, officer or employee who is charged with, or is entering
into a pretrial diversion or similar program for, any crime involving breach of
trust, dishonesty, money laundering, a drug-related offense, a crime of violence
or a felony must immediately notify the Human Resources Manager.
Competition
The
competition between First Financial and other financial institutions must always
be positive. The best possible service and personal interest in our
customers are much more effective than the criticism of a
competitor. Such criticism is not in keeping with the character of
First Financial and should have no place in the conversation of directors,
officers and employees.
Interactions
with Auditors, Examiners and Legal Counsel
Directors,
officers and employees are all required to respond to the best of their ability
based on the knowledge of the facts when dealing with any of First Financial’s
independent auditors, regulators and attorneys.
Conduct
of Insiders
12 CFR §
215, or Federal "Regulation O", defines "insiders" as directors, executive
officers, and principal shareholders. These individuals must take
care that their conduct does not violate rules relating to self-dealing and
personal gains. At no time are members of this group allowed to take
advantage of their position in First Financial for personal profit or influence
over credit and other decisions with regard to their business or personal
interests.
Decisions
regarding sale or purchases of company assets and services must be made in the
best interests of First Financial with no influences on insiders resulting from
gifts, entertainment or gratuities. All conduct of such business must
be at "arm's length".
7
Director,
Officer and Employee Deposit Accounts
All
directors, officers and employees are encouraged to maintain their deposit
accounts at First Savings Bank Northwest. However, under no
circumstances will First Savings Bank Northwest pay a rate of interest more than
the rate available to all customers.
All applicable fees, including maintenance and service charges, will be assessed on all accounts of directors, officers and employees. However, for non-executive officers and employees, fees may be waived at the discretion of management provided that such waiver is applied universally. Overdraft fees may be waived for occasional inadvertent overdrafts of $1,000.00 or less, if covered within two business days.
In
accordance with Federal Regulation O, First Savings Bank Northwest is restricted
to only paying inadvertent overdrafts of directors and executive officers
provided that the overdraft is in an amount not to exceed $1,000.00, the account
is not overdrawn for more than five business days and the same overdraft fee
that is charged to Bank customers is assessed to the director or executive
officer. Under no circumstances will an overdraft fee be waived for a
director or an executive officer of First Financial.
Loans
to Directors, Officers and Employees
Loan
requests made by a director, officer or employee shall be considered on the same
terms and conditions as applicable to any other person who is not an employee of
First Financial. Said terms include but are not limited to: interest
rates, maximum loan amounts, collateral, loan to value maximums, repayment
terms, and risk factors. Furthermore, loans made to any of the above
individuals shall be restricted to the same credit products generally offered to
the public.
Special
Ethical Obligations of the Chief Executive Officer and Senior Financial
Officers
This
section of the Code sets forth certain standards for the guidance of the Chief
Executive Officer, the Chief Financial Officer, the Principal Accounting
Officer, Controller or persons performing similar functions ("Senior Financial
Officers").
Honest
and Ethical Conduct
Each
Senior Financial Officer must act honestly and ethically. Senior
Financial Officers should also promote honest and ethical behavior within First
Financial.
Acting
honestly and ethically includes the duty to avoid actual or apparent conflicts
of interest, as well as situations which could result in an actual or apparent
conflict of
8
interest. A
conflict of interest may arise when personal or financial interest is adverse
to, or appears adverse to, the interests of First Financial. Each
Senior Financial Officer should report to the Audit Committee of the Board of
Directors any material transaction or relationship that reasonably could be
expected to result in a conflict of interest or the appearance
thereof.
In
addition to the duty to avoid conflicts of interest, Senior Financial Officers
must treat confidential information properly. All information
obtained by virtue of employment with First Financial should be held in
strictest confidence. Confidential information must not be disclosed
to anyone except as required for business transactions or as required by
law. When confidential information is disclosed, it must be done in a
manner that does not risk violating confidentiality.
Preparation
of Public and Regulatory Documents
Each
Senior Financial Officer must ensure that all public documents, including
documents filed with the Securities and Exchange Commission, as well as other
regulatory agencies which he or she is involved in preparing or reviewing
contain full, fair, accurate, timely and understandable
disclosure. Required periodic reports will be issued in accordance
with all applicable laws and regulations and fairly and accurately reflect, in
reasonable detail, the financial position of First Financial. In
order to ensure this, the Senior Financial Officers must maintain the skills
relevant to First Financial's needs. The Senior Financial Officers
are also responsible for establishing and maintaining appropriate disclosure
controls and procedures and internal controls.
Compliance
with Laws, Rules and Regulations
Each
Senior Financial Officer must comply with all local, state and federal laws,
rules and regulations. Any Senior Financial Officer engaged in
activities found to be in conflict with and against these laws, rules and
regulations will be subject to termination of employment. The Senior
Financial Officers should also cause other officers and employees to comply with
all local, state and federal laws, rules and regulations.
Restrictions
on Employment
Senior
Financial Officers cannot have been employed by First Financial’s external
financial audit firm during the one-year period preceding the audit, as required
by the Sarbanes-Oxley Act.
Administration
of the Code
All
directors, officers and employees will be required to sign a certification form
as acknowledgment and acceptance of this policy. Such review and
certification shall also be required subsequent to any update and renewal of
same by the Board of Directors.
9
Any
violation or suspected violation of this Code of Business Conduct and Ethics
must be promptly reported to the Audit Committee of the Board of
Directors. As mentioned earlier, violators of the Code may be subject
to disciplinary action, up to and including termination of employment. Action
taken will be commensurate with the seriousness of conduct and an evaluation of
the situation. Questions regarding the Code and requests for a waiver from the
Code should be brought to the Audit Committee. The Audit Committee
will administer the Code and will make periodic reports to the Board of
Directors, as necessary.
This Code
of Business Conduct and Ethics shall be publicly available. Changes
to, and waivers from, the section of the Code specifically applicable to Senior
Financial Officers shall also be disclosed to the public as required by law or
stock exchange regulations. Waivers of the Code of directors or
executive officers must be approved by the Board of Directors, and disclosed in
a Current Report on Form 8-K.
Adopted: March 19,
2008
The Board of Directors
First
Financial Northwest
/s/Victor
Karpiak
Chairman
10
Exhibit
21
Subsidiaries
of the Registrant
Parent
|
Subsidiary
|
Percentage
of
Ownership
|
State
of
Incorporation
or
Organization
|
|||
First
Financial Northwest, Inc.
|
First
Savings Bank Northwest
|
100%
|
Washington
|
|||
First
Financial Northwest, Inc.
|
First
Financial Diversified, Corp.
|
100%
|
Washington
|
|||
First
Savings Bank Northwest
|
Executive
House, Inc.
|
100%
|
Washington
|
Exhibit
23
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Consent
of Independent Registered Public Accounting Firm
The Board
of Directors
First
Financial Northwest, Inc.
We
consent to the incorporation by reference in the registration statement (No.
333-149292) on Form S-8 of First Financial Northwest, Inc. and subsidiaries of
our report dated March 27, 2008, with respect to the consolidated balance sheets
of First Financial Northwest, Inc. and subsidiaries as of December 31, 2007 and
2006, and the related consolidated statements of operations, stockholders'
equity and comprehensive income (loss), and cash flows for each of the years in
the three-year period ended December 31, 2007, which appears in the December 31,
2007, annual report on Form 10-K of First Financial Northwest, Inc. and
subsidiaries.
/s/KPMG, LLP
Seattle,
Washington
March 27,
2008
Exhibit
31
Certification
Required
by
Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
I, Victor
Karpiak, certify that:
1.
|
I
have reviewed this annual report on Form 10-K of First Financial
Northwest, Inc.;
|
||||
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
||||
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
||||
4.
|
The
registrant=s
other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
|
||||
a | ) |
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|||
b | ) |
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|||
c | ) |
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|||
d | ) |
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
|
|||
5.
|
The
registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
functions):
|
||||
a | ) |
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
|
|||
b | ) |
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
|||
Date:
March 31, 2008
|
/s/Victor Karpiak | |
Victor Karpiak | |
|
Chief
Executive Officer and Chief Financial
Officer
|
Exhibit
32
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
OF
FIRST FINANCIAL NORTHWEST, INC.
PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with
this Annual Report on Form 10-K, that:
1.
|
the
report fully complies with the requirements of Sections 13(a) and 15(d) of
the Securities Exchange Act of 1934, as amended, and
|
|
2.
|
the
information contained in the report fairly presents, in all material
respects, the Company's financial condition and results of
operations.
|
/s/Victor
Karpiak
Victor Karpiak
Victor Karpiak
Chief
Executive Officer and
Chief
Financial Officer
Dated:
March 31, 2008