First Northwest Bancorp - Quarter Report: 2017 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended September 30, 2017 |
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from _____ to _____ |
Commission File Number: 001-36741
FIRST NORTHWEST BANCORP
(Exact name of registrant as specified in its charter)
Washington | 46-1259100 |
(State or other jurisdiction of incorporation | (I.R.S. Employer |
or organization) | I.D. Number) |
105 West 8th Street, Port Angeles, Washington | 98362 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: | (360) 457-0461 |
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 ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x |
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 1, 2017, there were 11,839,707 shares of common stock, $.01 par value per share, outstanding.
FIRST NORTHWEST BANCORP
FORM 10-Q
TABLE OF CONTENTS
PART 1 - FINANCIAL INFORMATION | |
Page | |
Item 1 - Financial Statements (Unaudited) | |
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations | |
Item 3 - Quantitative and Qualitative Disclosures About Market Risk | |
Item 4 - Controls and Procedures | |
PART II - OTHER INFORMATION | |
Item 1 - Legal Proceedings | |
Item 1A - Risk Factors | |
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 3 - Defaults Upon Senior Securities | |
Item 4 - Mine Safety Disclosures | |
Item 5 - Other Information | |
Item 6 - Exhibits | |
SIGNATURES |
As used in this report, the terms, “we,” “our,” and “us,” and “Company” refer to First Northwest Bancorp ("First Northwest") and its consolidated subsidiary, unless the context indicates otherwise. When we refer to “First Federal” or the “Bank” in this report, we are referring to First Federal Savings and Loan Association of Port Angeles, the wholly owned subsidiary of First Northwest Bancorp.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
FIRST NORTHWEST BANCORP AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share information) (Unaudited)
ASSETS | September 30, 2017 | June 30, 2017 | |||||
Cash and due from banks | $ | 12,717 | $ | 14,510 | |||
Interest-bearing deposits in banks | 12,292 | 9,782 | |||||
Investment securities available for sale, at fair value | 290,159 | 228,593 | |||||
Investment securities held to maturity, at amortized cost | 51,012 | 51,872 | |||||
Loans receivable (net of allowance for loan losses of $8,608 and $8,523) | 726,891 | 726,786 | |||||
Federal Home Loan Bank (FHLB) stock, at cost | 5,729 | 4,368 | |||||
Accrued interest receivable | 3,498 | 3,020 | |||||
Premises and equipment, net | 13,213 | 13,236 | |||||
Mortgage servicing rights, net | 1,112 | 986 | |||||
Bank-owned life insurance, net | 28,570 | 28,413 | |||||
Real estate owned and repossessed assets | 86 | 104 | |||||
Prepaid expenses and other assets | 5,020 | 6,006 | |||||
Total assets | $ | 1,150,299 | $ | 1,087,676 | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
Deposits | $ | 850,933 | $ | 823,760 | |||
Borrowings | 111,657 | 77,427 | |||||
Accrued interest payable | 217 | 208 | |||||
Accrued expenses and other liabilities | 7,600 | 7,417 | |||||
Advances from borrowers for taxes and insurance | 1,964 | 1,143 | |||||
Total liabilities | 972,371 | 909,955 | |||||
Shareholders' Equity | |||||||
Preferred stock, $0.01 par value, authorized 5,000,000 shares, no shares issued or outstanding | — | — | |||||
Common stock, $0.01 par value, authorized 75,000,000 shares; issued and outstanding 11,839,707 shares at September 30, 2017, and 11,902,146 shares at June 30, 2017 | 118 | 119 | |||||
Additional paid-in capital | 111,175 | 112,058 | |||||
Retained earnings | 78,725 | 77,515 | |||||
Accumulated other comprehensive loss, net of tax | (717 | ) | (434 | ) | |||
Unearned employee stock ownership plan (ESOP) shares | (11,373 | ) | (11,537 | ) | |||
Total shareholders' equity | 177,928 | 177,721 | |||||
Total liabilities and shareholders' equity | $ | 1,150,299 | $ | 1,087,676 |
See selected notes to the consolidated financial statements.
3
FIRST NORTHWEST BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data) (Unaudited)
Three Months Ended | |||||||
September 30, | |||||||
2017 | 2016 | ||||||
INTEREST INCOME | |||||||
Interest and fees on loans receivable | $ | 7,928 | $ | 6,719 | |||
Interest on mortgage-backed securities | 1,280 | 1,124 | |||||
Interest on investment securities | 765 | 649 | |||||
Interest on deposits and other | 34 | 13 | |||||
FHLB dividends | 36 | 35 | |||||
Total interest income | 10,043 | 8,540 | |||||
INTEREST EXPENSE | |||||||
Deposits | 911 | 647 | |||||
Borrowings | 669 | 542 | |||||
Total interest expense | 1,580 | 1,189 | |||||
Net interest income | 8,463 | 7,351 | |||||
PROVISION FOR LOAN LOSSES | — | 350 | |||||
Net interest income after provision for loan losses | 8,463 | 7,001 | |||||
NONINTEREST INCOME | |||||||
Loan and deposit service fees | 913 | 913 | |||||
Mortgage servicing fees, net of amortization | 114 | 63 | |||||
Net gain on sale of loans | 377 | 269 | |||||
Net gain on sale of investment securities | 136 | — | |||||
Increase in cash surrender value of bank-owned life insurance | 158 | 170 | |||||
Other income | — | 29 | |||||
Total noninterest income | 1,698 | 1,444 | |||||
NONINTEREST EXPENSE | |||||||
Compensation and benefits | 4,466 | 4,160 | |||||
Real estate owned and repossessed assets expense, net | 8 | 39 | |||||
Data processing | 604 | 764 | |||||
Occupancy and equipment | 1,022 | 897 | |||||
Supplies, postage, and telephone | 211 | 150 | |||||
Regulatory assessments and state taxes | 128 | 134 | |||||
Advertising | 142 | 129 | |||||
Professional fees | 466 | 357 | |||||
FDIC insurance premium | 69 | 119 | |||||
Other | 691 | 711 | |||||
Total noninterest expense | 7,807 | 7,460 | |||||
INCOME BEFORE PROVISION FOR INCOME TAXES | 2,354 | 985 | |||||
PROVISION FOR INCOME TAXES | 581 | 334 | |||||
NET INCOME | $ | 1,773 | $ | 651 | |||
Basic and diluted earnings per share | $ | 0.17 | $ | 0.06 | |||
See selected notes to the consolidated financial statements.
4
FIRST NORTHWEST BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands) (Unaudited)
Three Months Ended | |||||||
September 30, | |||||||
2017 | 2016 | ||||||
NET INCOME | $ | 1,773 | $ | 651 | |||
Other comprehensive loss, net of tax | |||||||
Unrealized loss on securities: | |||||||
Unrealized holding loss, net of tax benefit of $(99) and $(120), respectively | (193 | ) | (236 | ) | |||
Reclassification adjustment for net gains on sales of securities realized in income, net of taxes of $(46) and $0, respectively | (90 | ) | — | ||||
Other comprehensive loss, net of tax | (283 | ) | (236 | ) | |||
COMPREHENSIVE INCOME | $ | 1,490 | $ | 415 |
See selected notes to the consolidated financial statements.
5
FIRST NORTHWEST BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Three Months Ended September 30, 2017 and 2016
(Dollars in thousands, except share information) (Unaudited)
Common Stock | Additional Paid-in Capital | Retained Earnings | Unearned ESOP Shares | Accumulated Other Comprehensive Income (Loss), Net of Tax | Total Shareholders' Equity | |||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||||||
BALANCE, June 30, 2016 | 12,676,660 | $ | 127 | $ | 122,595 | $ | 77,301 | $ | (12,177 | ) | $ | 1,895 | $ | 189,741 | ||||||||||||
Net income | 651 | 651 | ||||||||||||||||||||||||
Common stock repurchased | (99,314 | ) | (1 | ) | (992 | ) | (340 | ) | (1,333 | ) | ||||||||||||||||
Restricted stock awards net of forfeitures | 390,000 | 4 | (4 | ) | — | |||||||||||||||||||||
Other comprehensive loss, net of tax | (236 | ) | (236 | ) | ||||||||||||||||||||||
Share-based compensation | 256 | 256 | ||||||||||||||||||||||||
ESOP shares committed to be released | 30 | 165 | 195 | |||||||||||||||||||||||
BALANCE, September 30, 2016 | 12,967,346 | $ | 130 | $ | 121,885 | $ | 77,612 | $ | (12,012 | ) | $ | 1,659 | $ | 189,274 | ||||||||||||
BALANCE, June 30, 2017 | 11,902,146 | $ | 119 | $ | 112,058 | $ | 77,515 | $ | (11,537 | ) | $ | (434 | ) | $ | 177,721 | |||||||||||
Net income | 1,773 | 1,773 | ||||||||||||||||||||||||
Common stock repurchased | (96,900 | ) | (1 | ) | (968 | ) | (563 | ) | (1,532 | ) | ||||||||||||||||
Restricted stock awards net of forfeitures | 50,000 | — | — | — | ||||||||||||||||||||||
Restricted stock awards canceled | (15,539 | ) | — | (282 | ) | — | (282 | ) | ||||||||||||||||||
Other comprehensive loss, net of tax | (283 | ) | (283 | ) | ||||||||||||||||||||||
Share-based compensation | 321 | 321 | ||||||||||||||||||||||||
ESOP shares committed to be released | 46 | 164 | 210 | |||||||||||||||||||||||
BALANCE, September 30, 2017 | 11,839,707 | $ | 118 | $ | 111,175 | $ | 78,725 | $ | (11,373 | ) | $ | (717 | ) | $ | 177,928 |
See selected notes to the consolidated financial statements.
6
FIRST NORTHWEST BANCORP AND SUBSIDIARY | |||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(In thousands) (Unaudited) | |||||||
Three Months Ended | |||||||
September 30, | |||||||
2017 | 2016 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net income | $ | 1,773 | $ | 651 | |||
Adjustments to reconcile net income to net cash from operating activities: | |||||||
Depreciation | 290 | 304 | |||||
Amortization and accretion of premiums and discounts on investments, net | 414 | 388 | |||||
(Accretion) amortization of deferred loan fees, net | (45 | ) | 101 | ||||
Amortization of mortgage servicing rights, net | (1 | ) | 55 | ||||
Additions to mortgage servicing rights, net | (125 | ) | (105 | ) | |||
Provision for loan losses | — | 350 | |||||
Loss on sale of real estate owned and repossessed assets, net | 4 | — | |||||
Deferred federal income taxes | 682 | 530 | |||||
Allocation of ESOP shares | 210 | 195 | |||||
Share-based compensation | 321 | 256 | |||||
Gain on sale of loans, net | (377 | ) | (269 | ) | |||
Gain on sale of securities available for sale, net | (136 | ) | — | ||||
Impairment of real estate owned and repossessed assets | — | 32 | |||||
Increase in cash surrender value of life insurance, net | (158 | ) | (170 | ) | |||
Origination of loans held for sale | (5,849 | ) | (10,339 | ) | |||
Proceeds from loans held for sale | 6,226 | 11,378 | |||||
Change in assets and liabilities: | |||||||
Increase in accrued interest receivable | (478 | ) | (75 | ) | |||
Decrease in prepaid expenses and other assets | 450 | 445 | |||||
Increase (decrease) in accrued interest payable | 9 | (5 | ) | ||||
Increase (decrease) in accrued expenses and other liabilities | 183 | (9,674 | ) | ||||
Net cash from operating activities | 3,393 | (5,952 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Purchase of securities available for sale | (89,313 | ) | — | ||||
Proceeds from maturities, calls, and principal repayments of securities available for sale | 9,868 | 20,083 | |||||
Proceeds from sales of securities available for sale | 17,239 | — | |||||
Proceeds from maturities, calls, and principal repayments of securities held to maturity | 794 | 1,107 | |||||
(Purchase) redemption of FHLB stock | (1,361 | ) | 227 | ||||
Purchase of bank-owned life insurance | — | (10,000 | ) | ||||
Proceeds from sale of real estate owned and repossessed assets | 14 | — | |||||
Loan originations, net of repayments, charge-offs, and recoveries | (60 | ) | (44,748 | ) | |||
Purchase of premises and equipment, net | (267 | ) | (375 | ) | |||
Net cash from investing activities | (63,086 | ) | (33,706 | ) | |||
See selected notes to the consolidated financial statements.
7
FIRST NORTHWEST BANCORP AND SUBSIDIARY | |||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(In thousands) (Unaudited) | |||||||
Three Months Ended | |||||||
September 30, | |||||||
2017 | 2016 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Net increase in deposits | $ | 27,173 | $ | 53,058 | |||
Proceeds from FHLB advances | 132,445 | 47,774 | |||||
Repayment of FHLB advances | (98,215 | ) | (53,356 | ) | |||
Net increase in advances from borrowers for taxes and insurance | 821 | 668 | |||||
Net share settlement of stock awards | (282 | ) | — | ||||
Common stock repurchased | (1,532 | ) | (1,333 | ) | |||
Net cash from financing activities | 60,410 | 46,811 | |||||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 717 | 7,153 | |||||
CASH AND CASH EQUIVALENTS, beginning of period | 24,292 | 22,650 | |||||
CASH AND CASH EQUIVALENTS, end of period | $ | 25,009 | $ | 29,803 | |||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||||
Cash paid during the year for: | |||||||
Interest on deposits and borrowings | $ | 1,571 | $ | 1,194 | |||
Income taxes | $ | — | $ | 1,450 | |||
NONCASH INVESTING ACTIVITIES | |||||||
Unrealized loss on securities available for sale | $ | (428 | ) | $ | (356 | ) | |
Loans transferred to real estate owned and repossessed assets, net of deferred loan fees and allowance for loan losses | $ | — | $ | 82 |
See selected notes to the consolidated financial statements.
8
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation and Critical Accounting Policies
Organization and Nature of business - First Northwest Bancorp, a Washington corporation, became the holding company of First Federal Savings and Loan Association of Port Angeles, on January 29, 2015, upon completion of the Bank's conversion from a mutual to stock form of organization (the "Conversion"). In connection with the Conversion, the Company issued an aggregate of 12,167,000 shares of common stock at an offering price of $10.00 per share for gross proceeds of $121.7 million. An additional 933,360 shares of Company common stock and $400,000 in cash were contributed to the First Federal Community Foundation ("Foundation"), a charitable foundation that was established in connection with the Conversion, resulting in the issuance of a total of 13,100,360 shares. The Company received $117.6 million in net proceeds from the stock offering of which $58.4 million were contributed to the Bank upon Conversion.
Pursuant to the Bank's Plan of Conversion (the "Plan") adopted by its Board of Directors, and as approved by its members, the Company established an employee stock ownership plan ("ESOP") which purchased in the open market, with funds borrowed from the Company, 8% of the common stock issued in the Conversion for a total of 1,048,029 shares.
First Northwest's business activities generally are limited to passive investment activities and oversight of its investment in First Federal. Accordingly, the information set forth in this report, including the consolidated unaudited financial statements and related data, relates primarily to the Bank.
The Bank is a community-oriented financial institution providing commercial and consumer banking services to individuals and businesses in Western Washington State with offices in Clallam, Jefferson, Kitsap, and Whatcom counties. These services include deposit and lending transactions that are supplemented with borrowing and investing activities.
Basis of presentation - The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles ("GAAP") for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial statements in accordance with GAAP have been included. Operating results for the three months ended September 30, 2017, are not necessarily indicative of the results that may be expected for future periods.
On July 31, 2017, the Company reported its decision to change its fiscal year end to December 31 from a fiscal year ending on June 30. This change in fiscal year end makes the Company's and the Bank's year-end coincide with the regulatory reporting periods. As a result of the change in fiscal year, the Company will file a transition report on Form 10-KT covering the transition period from July 1, 2017 to December 31, 2017.
In preparing the unaudited interim consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to a determination of the allowance for loan losses ("ALLL"), mortgage servicing rights, fair value of financial instruments, deferred tax assets and liabilities, and the valuation of impaired loans.
Principles of consolidation - The accompanying consolidated financial statements include the accounts of First Northwest Bancorp and its wholly owned subsidiary, First Federal. All material intercompany accounts and transactions have been eliminated in consolidation.
Subsequent Events - The Company has evaluated subsequent events for potential recognition and disclosure and determined there are no such events or transactions requiring recognition or disclosure.
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FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Recently issued accounting pronouncements - In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-14, Revenue from Contracts with Customers (Topic 606), which defers the effective date of ASU No. 2014-09 one year. ASU No. 2014-09 created Topic 606 and supersedes Topic 605, Revenue Recognition. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In general, the new guidance requires companies to use more judgment and make more estimates than under current guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU No. 2015-14 is effective for public entities for interim and annual periods beginning after December 15, 2017; early adoption is permitted for interim and annual periods beginning after December 15, 2016. For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. A significant amount of the Company’s revenues are derived from net interest income on financial assets and liabilities, which are excluded from the scope of the amended guidance. With respect to noninterest income, the Company anticipates completing the review of revenue streams and underlying revenue contracts within the scope of the guidance no later than November 2017. The Company will develop processes and procedures as a component of the review project to ensure it is fully compliant with these amendments. To date, the Company has not yet identified any significant changes in the timing of revenue recognition when considering the amended accounting guidance; however, the Company’s implementation efforts are ongoing and such assessments may change prior to the January 1, 2018 implementation date.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The main provisions of this ASU address the valuation and impairment of equity securities along with enhanced disclosures about those investments. Equity securities with readily determinable fair values will be treated in the same manner as other financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of ASU 2016-01 is not expected to have a material impact on the Company's consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 is intended to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The principal change required by this ASU relates to lessee accounting, and is that for operating leases, a lessee is required to (1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position, (2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis, and (3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 also changes disclosure requirements related to leasing activities, and requires certain qualitative disclosures along with specific quantitative disclosures. The amendments in ASU 2016-02 are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early application of the amendments in ASU 2016-02 is permitted. The Company expects to compile an inventory of all leased assets to determine the impact of ASU 2016-02 on its financial condition and results of operations. Once adopted, we expect to report higher assets and liabilities on our Consolidated Balance Sheets as a result of including right-of-use assets and lease liabilities related to certain banking offices and certain equipment under noncancelable operating lease agreements, which currently are not reflected in our Consolidated Balance Sheets. We do not expect the guidance to have a material impact on the Consolidated Statements of Income or Consolidated Statements of Changes in Shareholders' Equity.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Loss, which updates the guidance on recognition and measurement of credit losses for financial assets. The new requirements, known as the current expected credit loss model (CECL) will require entities to adopt an impairment model based on expected losses rather than incurred losses. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Upon adoption, the Company will change processes and procedures to calculate the allowance for loan losses, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the
10
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
current accounting practice that utilizes the incurred loss model. In addition, the current accounting policy and procedures for other-than-temporary impairment on investment securities available for sale will be replaced with an allowance approach. At this time, we do not anticipate an increase to the ALLL as a result of the implementation of this ASU. The Company continues to review the requirements of ASU 2016-13 and has reviewed preliminary testing of processes and procedures to ensure it is fully compliant with the amendments at the adoption date.
Reclassifications - Certain amounts in the unaudited interim consolidated financial statements for prior periods have been reclassified to conform to the current unaudited financial statement presentation with no effect on net income or shareholders' equity.
Note 2 - Securities
The amortized cost, gross unrealized gains and losses, and estimated fair value of securities classified as available-for-sale and held-to-maturity at September 30, 2017, are summarized as follows:
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||||||||
(In thousands) | |||||||||||||||
Available for Sale | |||||||||||||||
Municipal bonds | $ | 16,277 | $ | 435 | $ | (3 | ) | $ | 16,709 | ||||||
U.S. government agency issued asset-backed securities (ABS agency) | 22,143 | 19 | (343 | ) | 21,819 | ||||||||||
Corporate issued asset-backed securities (ABS corporate) | 22,589 | 56 | (87 | ) | 22,558 | ||||||||||
Corporate issued debt securities (Corporate debt) | 19,846 | — | (184 | ) | 19,662 | ||||||||||
U.S. Small Business Administration securities (SBA) | 48,221 | 95 | (215 | ) | 48,101 | ||||||||||
Mortgage-backed securities: | |||||||||||||||
U.S. government agency issued mortgage-backed securities (MBS agency) | 138,949 | 121 | (988 | ) | 138,082 | ||||||||||
Corporate issued mortgage-backed securities (MBS corporate) | 23,262 | 108 | (142 | ) | 23,228 | ||||||||||
Total securities available for sale | $ | 291,287 | $ | 834 | $ | (1,962 | ) | $ | 290,159 | ||||||
Held to Maturity | |||||||||||||||
Municipal bonds | $ | 14,042 | $ | 297 | $ | — | $ | 14,339 | |||||||
SBA | 411 | — | (1 | ) | 410 | ||||||||||
Mortgage-backed securities: | |||||||||||||||
MBS agency | 36,559 | 527 | (152 | ) | 36,934 | ||||||||||
Total securities held to maturity | $ | 51,012 | $ | 824 | $ | (153 | ) | $ | 51,683 |
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FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The amortized cost, gross unrealized gains and losses, and estimated fair value of securities classified as available-for-sale and held-to-maturity at June 30, 2017, are summarized as follows:
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||||||||
(In thousands) | |||||||||||||||
Available for Sale | |||||||||||||||
Municipal bonds | $ | 21,540 | $ | 686 | $ | (3 | ) | $ | 22,223 | ||||||
Agency bonds | 5,050 | — | (124 | ) | 4,926 | ||||||||||
ABS agency | 7,883 | — | (235 | ) | 7,648 | ||||||||||
ABS corporate | 9,921 | — | (108 | ) | 9,813 | ||||||||||
SBA | 14,195 | 36 | (53 | ) | 14,178 | ||||||||||
Mortgage-backed securities: | |||||||||||||||
MBS agency | 144,380 | 110 | (1,054 | ) | 143,436 | ||||||||||
MBS corporate | 26,324 | 126 | (81 | ) | 26,369 | ||||||||||
Total securities available for sale | $ | 229,293 | $ | 958 | $ | (1,658 | ) | $ | 228,593 | ||||||
Held to Maturity | |||||||||||||||
Municipal bonds | $ | 14,120 | $ | 306 | $ | — | $ | 14,426 | |||||||
SBA | 443 | — | (1 | ) | 442 | ||||||||||
Mortgage-backed securities: | |||||||||||||||
MBS agency | 37,309 | 566 | (122 | ) | 37,753 | ||||||||||
Total securities held to maturity | $ | 51,872 | $ | 872 | $ | (123 | ) | $ | 52,621 |
The following shows the unrealized gross losses and fair value of the investment portfolio by length of time that individual securities in each category have been in a continuous loss position as of September 30, 2017:
Less Than Twelve Months | Twelve Months or Longer | Total | |||||||||||||||||||||
Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | ||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
Available for Sale | |||||||||||||||||||||||
Municipal bonds | $ | — | $ | — | $ | (3 | ) | $ | 116 | $ | (3 | ) | $ | 116 | |||||||||
ABS agency | — | — | (343 | ) | 7,375 | (343 | ) | 7,375 | |||||||||||||||
ABS corporate | (87 | ) | 12,578 | — | — | (87 | ) | 12,578 | |||||||||||||||
Corporate debt | (184 | ) | 14,662 | — | — | (184 | ) | 14,662 | |||||||||||||||
SBA | (151 | ) | 13,731 | (64 | ) | 8,109 | (215 | ) | 21,840 | ||||||||||||||
Mortgage-backed securities: | |||||||||||||||||||||||
MBS agency | (64 | ) | 22,360 | (924 | ) | 82,324 | (988 | ) | 104,684 | ||||||||||||||
MBS corporate | — | — | (142 | ) | 6,595 | (142 | ) | 6,595 | |||||||||||||||
Total available for sale | $ | (486 | ) | $ | 63,331 | $ | (1,476 | ) | $ | 104,519 | $ | (1,962 | ) | $ | 167,850 | ||||||||
Held to Maturity | |||||||||||||||||||||||
SBA | $ | (1 | ) | $ | 252 | $ | — | $ | — | $ | (1 | ) | $ | 252 | |||||||||
Mortgage-backed securities: | |||||||||||||||||||||||
MBS agency | — | 1,109 | (152 | ) | 18,872 | (152 | ) | 19,981 | |||||||||||||||
Total held to maturity | $ | (1 | ) | $ | 1,361 | $ | (152 | ) | $ | 18,872 | $ | (153 | ) | $ | 20,233 |
12
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following shows the unrealized gross losses and fair value of the investment portfolio by length of time that individual securities in each category have been in a continuous loss position as of June 30, 2017:
Less Than Twelve Months | Twelve Months or Longer | Total | |||||||||||||||||||||
Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | ||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
Available for Sale | |||||||||||||||||||||||
Municipal bonds | $ | (3 | ) | $ | 116 | $ | — | $ | — | $ | (3 | ) | $ | 116 | |||||||||
Agency bonds | (52 | ) | 2,498 | (72 | ) | 2,428 | (124 | ) | 4,926 | ||||||||||||||
ABS agency | — | — | (235 | ) | 7,647 | (235 | ) | 7,647 | |||||||||||||||
ABS corporate | — | — | (108 | ) | 9,813 | (108 | ) | 9,813 | |||||||||||||||
SBA | (53 | ) | 8,405 | — | — | (53 | ) | 8,405 | |||||||||||||||
Mortgage-backed securities: | |||||||||||||||||||||||
MBS agency | (968 | ) | 102,738 | (86 | ) | 4,978 | (1,054 | ) | 107,716 | ||||||||||||||
MBS corporate | (81 | ) | 6,894 | — | — | (81 | ) | 6,894 | |||||||||||||||
Total available for sale | $ | (1,157 | ) | $ | 120,651 | $ | (501 | ) | $ | 24,866 | $ | (1,658 | ) | $ | 145,517 | ||||||||
Held to Maturity | |||||||||||||||||||||||
SBA | $ | (1 | ) | $ | 261 | $ | — | $ | — | $ | (1 | ) | $ | 261 | |||||||||
Mortgage-backed securities: | |||||||||||||||||||||||
MBS agency | (121 | ) | 18,522 | (1 | ) | 597 | (122 | ) | 19,119 | ||||||||||||||
Total held to maturity | $ | (122 | ) | $ | 18,783 | $ | (1 | ) | $ | 597 | $ | (123 | ) | $ | 19,380 |
The Company may hold certain investment securities in an unrealized loss position that are not considered other than temporarily impaired ("OTTI"). At September 30, 2017, there were 50 investment securities with $2.1 million of unrealized losses and a fair value of approximately $188.1 million. At June 30, 2017, there were 42 investment securities with $1.8 million of unrealized losses and a fair value of approximately $164.9 million.
We believe that the unrealized losses on our investment securities relate principally to the general change in interest rates and illiquidity, and not credit quality, that has occurred since the initial purchase, and such unrecognized losses or gains will continue to vary with general interest rate level fluctuations in the future. Certain investments in a loss position are guaranteed by government entities or government sponsored entities. The Company does not intend to sell the securities in an unrealized loss position and believes it is not likely it will be required to sell these investments prior to a market price recovery or maturity.
There were no OTTI losses during the three months ended September 30, 2017 or 2016.
13
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The amortized cost and estimated fair value of investment securities by contractual maturity are shown in the following tables at the dates indicated. Expected maturities of mortgage-backed securities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties; therefore, these securities are shown separately.
September 30, 2017 | |||||||||||||||
Available-for-Sale | Held-to-Maturity | ||||||||||||||
Amortized Cost | Estimated Fair Value | Amortized Cost | Estimated Fair Value | ||||||||||||
(In thousands) | |||||||||||||||
Mortgage-backed securities: | |||||||||||||||
Due within one year | $ | — | $ | — | $ | — | $ | — | |||||||
Due after one through five years | — | — | 2,211 | 2,243 | |||||||||||
Due after five through ten years | 21,135 | 21,006 | 3,035 | 3,011 | |||||||||||
Due after ten years | 141,076 | 140,304 | 31,313 | 31,680 | |||||||||||
Total mortgage-backed securities | 162,211 | 161,310 | 36,559 | 36,934 | |||||||||||
All other investment securities: | |||||||||||||||
Due within one year | — | — | — | — | |||||||||||
Due after one through five years | 4,389 | 4,412 | — | — | |||||||||||
Due after five through ten years | 29,536 | 29,547 | 9,555 | 9,733 | |||||||||||
Due after ten years | 95,151 | 94,890 | 4,898 | 5,016 | |||||||||||
Total all other investment securities | 129,076 | 128,849 | 14,453 | 14,749 | |||||||||||
Total investment securities | $ | 291,287 | $ | 290,159 | $ | 51,012 | $ | 51,683 | |||||||
June 30, 2017 | |||||||||||||||
Available-for-Sale | Held-to-Maturity | ||||||||||||||
Amortized Cost | Estimated Fair Value | Amortized Cost | Estimated Fair Value | ||||||||||||
(In thousands) | |||||||||||||||
Mortgage-backed securities: | |||||||||||||||
Due within one year | $ | — | $ | — | $ | — | $ | — | |||||||
Due after one through five years | — | — | 2,518 | 2,550 | |||||||||||
Due after five through ten years | 19,009 | 18,919 | 3,260 | 3,233 | |||||||||||
Due after ten years | 151,695 | 150,886 | 31,531 | 31,970 | |||||||||||
Total mortgage-backed securities | 170,704 | 169,805 | 37,309 | 37,753 | |||||||||||
All other investment securities: | |||||||||||||||
Due within one year | — | — | — | — | |||||||||||
Due after one through five years | 6,890 | 6,848 | — | — | |||||||||||
Due after five through ten years | 22,042 | 22,124 | 9,637 | 9,817 | |||||||||||
Due after ten years | 29,657 | 29,816 | 4,926 | 5,051 | |||||||||||
Total all other investment securities | 58,589 | 58,788 | 14,563 | 14,868 | |||||||||||
Total investment securities | $ | 229,293 | $ | 228,593 | $ | 51,872 | $ | 52,621 | |||||||
14
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Sales of securities available-for-sale for the periods shown are summarized as follows:
Three Months Ended September 30, | |||||||
2017 | 2016 | ||||||
(In thousands) | |||||||
Proceeds from sales | $ | 17,239 | $ | — | |||
Gross realized gains | 269 | — | |||||
Gross realized losses | (133 | ) | — |
Note 3 - Loans Receivable
Loans receivable consisted of the following at the dates indicated:
September 30, 2017 | June 30, 2017 | ||||||
(In thousands) | |||||||
Real Estate: | |||||||
One-to-four family | $ | 323,675 | $ | 328,243 | |||
Multi-family | 58,989 | 58,101 | |||||
Commercial real estate | 194,813 | 202,038 | |||||
Construction and land | 81,985 | 71,630 | |||||
Total real estate loans | 659,462 | 660,012 | |||||
Consumer: | |||||||
Home equity | 35,059 | 35,869 | |||||
Other consumer | 23,329 | 21,043 | |||||
Total consumer loans | 58,388 | 56,912 | |||||
Commercial business loans | 16,385 | 17,073 | |||||
Total loans | 734,235 | 733,997 | |||||
Less: | |||||||
Net deferred loan fees | 858 | 904 | |||||
Premium on purchased loans, net | (2,122 | ) | (2,216 | ) | |||
Allowance for loan losses | 8,608 | 8,523 | |||||
Total loans receivable, net | $ | 726,891 | $ | 726,786 |
Allowance for Loan Losses. The Company maintains a general allowance for loan losses based on evaluating known and inherent risks in the loan portfolio, including management’s continuing analysis of the factors underlying the quality of the loan portfolio. These factors include changes in the size and composition of the loan portfolio, actual loan loss experience, and current and anticipated economic conditions. The reserve is an estimate based upon factors and trends identified by management at the time the financial statements are prepared.
15
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables summarize changes in the ALLL and loan portfolio by segment and impairment method for the periods shown:
At or For the Three Months Ended September 30, 2017 | |||||||||||||||||||||||||||||||||||
One-to- four family | Multi-family | Commercial real estate | Construction and land | Home equity | Other consumer | Commercial business | Unallocated | Total | |||||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||||||||||
ALLL: | |||||||||||||||||||||||||||||||||||
Beginning balance | $ | 3,071 | $ | 511 | $ | 1,735 | $ | 683 | $ | 818 | $ | 523 | $ | 1,168 | $ | 14 | $ | 8,523 | |||||||||||||||||
Provision for loan losses | (263 | ) | 8 | (93 | ) | 75 | (71 | ) | 87 | (1,043 | ) | 1,300 | — | ||||||||||||||||||||||
Charge-offs | — | — | — | — | — | (70 | ) | — | (70 | ) | |||||||||||||||||||||||||
Recoveries | 100 | — | — | — | 16 | 39 | — | 155 | |||||||||||||||||||||||||||
Ending balance | $ | 2,908 | $ | 519 | $ | 1,642 | $ | 758 | $ | 763 | $ | 579 | $ | 125 | $ | 1,314 | $ | 8,608 | |||||||||||||||||
At September 30, 2017 | |||||||||||||||||||||||||||||||||||
One-to- four family | Multi-family | Commercial real estate | Construction and land | Home equity | Other consumer | Commercial business | Unallocated | Total | |||||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||||||||||
Total ALLL | $ | 2,908 | $ | 519 | $ | 1,642 | $ | 758 | $ | 763 | $ | 579 | $ | 125 | $ | 1,314 | $ | 8,608 | |||||||||||||||||
General reserve | 2,859 | 518 | 1,631 | 757 | 752 | 576 | 122 | 1,314 | 8,529 | ||||||||||||||||||||||||||
Specific reserve | 49 | 1 | 11 | 1 | 11 | 3 | 3 | — | 79 | ||||||||||||||||||||||||||
Total loans | $ | 323,675 | $ | 58,989 | $ | 194,813 | $ | 81,985 | $ | 35,059 | $ | 23,329 | $ | 16,385 | $ | — | $ | 734,235 | |||||||||||||||||
General reserves (1) | 319,111 | 58,873 | 193,479 | 81,958 | 34,372 | 23,317 | 16,099 | — | 727,209 | ||||||||||||||||||||||||||
Specific reserves (2) | 4,564 | 116 | 1,334 | 27 | 687 | 12 | 286 | — | 7,026 | ||||||||||||||||||||||||||
(1) Loans collectively evaluated for general reserves. | |||||||||||||||||||||||||||||||||||
(2) Loans individually evaluated for specific reserves. |
At or For the Three Months Ended September 30, 2016 | |||||||||||||||||||||||||||||||||||
One-to- four family | Multi-family | Commercial real estate | Construction and land | Home equity | Other consumer | Commercial business | Unallocated | Total | |||||||||||||||||||||||||||
ALLL: | (In thousands) | ||||||||||||||||||||||||||||||||||
Beginning balance | $ | 2,992 | $ | 341 | $ | 1,268 | $ | 599 | $ | 833 | $ | 310 | $ | 335 | $ | 561 | $ | 7,239 | |||||||||||||||||
Provision for loan losses | (128 | ) | 14 | 143 | (14 | ) | (32 | ) | 23 | 590 | (246 | ) | 350 | ||||||||||||||||||||||
Charge-offs | — | — | — | — | (2 | ) | (23 | ) | — | — | (25 | ) | |||||||||||||||||||||||
Recoveries | 85 | — | — | — | 11 | 21 | 1 | — | 118 | ||||||||||||||||||||||||||
Ending balance | $ | 2,949 | $ | 355 | $ | 1,411 | $ | 585 | $ | 810 | $ | 331 | $ | 926 | $ | 315 | $ | 7,682 | |||||||||||||||||
16
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
At June 30, 2017 | |||||||||||||||||||||||||||||||||||
One-to- four family | Multi-family | Commercial real estate | Construction and land | Home equity | Other consumer | Commercial business | Unallocated | Total | |||||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||||||||||
Total ALLL | $ | 3,071 | $ | 511 | $ | 1,735 | $ | 683 | $ | 818 | $ | 523 | $ | 1,168 | $ | 14 | $ | 8,523 | |||||||||||||||||
General reserve | 2,988 | 510 | 1,718 | 682 | 797 | 501 | 961 | 14 | 8,171 | ||||||||||||||||||||||||||
Specific reserve | 83 | 1 | 17 | 1 | 21 | 22 | 207 | — | 352 | ||||||||||||||||||||||||||
Total loans | $ | 328,243 | $ | 58,101 | $ | 202,038 | $ | 71,630 | $ | 35,869 | $ | 21,043 | $ | 17,073 | $ | — | $ | 733,997 | |||||||||||||||||
General reserves (1) | 323,592 | 57,983 | 200,467 | 71,602 | 35,160 | 21,021 | 16,784 | — | 726,609 | ||||||||||||||||||||||||||
Specific reserves (2) | 4,651 | 118 | 1,571 | 28 | 709 | 22 | 289 | — | 7,388 | ||||||||||||||||||||||||||
(1) Loans collectively evaluated for general reserves. | |||||||||||||||||||||||||||||||||||
(2) Loans individually evaluated for specific reserves. |
Impaired loans. A loan is considered impaired when First Federal has determined that it may be unable to collect payments of principal or interest when due under the contractual terms of the loan. In the process of identifying loans as impaired, management takes into consideration factors that include payment history and status, collateral value, financial condition of the borrower, and the probability of collecting scheduled payments in the future. Minor payment delays and insignificant payment shortfalls typically do not result in a loan being classified as impaired. The significance of payment delays and shortfalls is considered by management on a case-by-case basis after taking into consideration the totality of circumstances surrounding the loans and the borrowers, including payment history and amounts of any payment shortfall, length and reason for delay, and likelihood of return to stable performance. Impairment is measured on a loan-by-loan basis for all loans in the portfolio except smaller balance homogeneous loans and certain qualifying troubled debt restructuring ("TDR") loans.
17
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents a summary of loans individually evaluated for impairment by portfolio segment at the dates indicated:
September 30, 2017 | June 30, 2017 | ||||||||||||||||||||||
Recorded Investment | Unpaid Principal Balance | Related Allowance | Recorded Investment | Unpaid Principal Balance | Related Allowance | ||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
With no allowance recorded: | |||||||||||||||||||||||
One-to-four family | $ | 1,010 | $ | 1,118 | $ | — | $ | 646 | $ | 845 | $ | — | |||||||||||
Multi-family | — | — | — | — | — | — | |||||||||||||||||
Commercial real estate | 278 | 394 | — | 297 | 406 | — | |||||||||||||||||
Construction and land | — | 3 | — | — | — | — | |||||||||||||||||
Home equity | 377 | 526 | — | 379 | 410 | — | |||||||||||||||||
Other consumer | — | 139 | — | — | 124 | — | |||||||||||||||||
Commercial business | — | 5 | — | — | — | — | |||||||||||||||||
Total | 1,665 | 2,185 | — | 1,322 | 1,785 | — | |||||||||||||||||
With an allowance recorded: | |||||||||||||||||||||||
One-to-four family | 3,554 | 3,834 | 49 | 4,005 | 4,295 | 83 | |||||||||||||||||
Multi-family | 116 | 116 | 1 | 118 | 118 | 1 | |||||||||||||||||
Commercial real estate | 1,056 | 1,061 | 11 | 1,274 | 1,278 | 17 | |||||||||||||||||
Construction and land | 27 | 51 | 1 | 28 | 52 | 1 | |||||||||||||||||
Home equity | 310 | 377 | 11 | 330 | 398 | 21 | |||||||||||||||||
Other consumer | 12 | 21 | 3 | 22 | 50 | 22 | |||||||||||||||||
Commercial business | 286 | 286 | 3 | 289 | 289 | 207 | |||||||||||||||||
Total | 5,361 | 5,746 | 79 | 6,066 | 6,480 | 352 | |||||||||||||||||
Total impaired loans: | |||||||||||||||||||||||
One-to-four family | 4,564 | 4,952 | 49 | 4,651 | 5,140 | 83 | |||||||||||||||||
Multi-family | 116 | 116 | 1 | 118 | 118 | 1 | |||||||||||||||||
Commercial real estate | 1,334 | 1,455 | 11 | 1,571 | 1,684 | 17 | |||||||||||||||||
Construction and land | 27 | 54 | 1 | 28 | 52 | 1 | |||||||||||||||||
Home equity | 687 | 903 | 11 | 709 | 808 | 21 | |||||||||||||||||
Other consumer | 12 | 160 | 3 | 22 | 174 | 22 | |||||||||||||||||
Commercial business | 286 | 291 | 3 | 289 | 289 | 207 | |||||||||||||||||
Total | $ | 7,026 | $ | 7,931 | $ | 79 | $ | 7,388 | $ | 8,265 | $ | 352 |
18
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents the average recorded investment in loans individually evaluated for impairment and the related interest income recognized for the periods shown:
Three Months Ended | Three Months Ended | ||||||||||||||
September 30, 2017 | September 30, 2016 | ||||||||||||||
Average Recorded Investment | Interest Income Recognized | Average Recorded Investment | Interest Income Recognized | ||||||||||||
(In thousands) | |||||||||||||||
With no allowance recorded: | |||||||||||||||
One-to-four family | $ | 778 | $ | 12 | $ | 2,274 | $ | 32 | |||||||
Multi-family | — | — | — | — | |||||||||||
Commercial real estate | 318 | — | 468 | 2 | |||||||||||
Construction and land | — | — | — | — | |||||||||||
Home equity | 379 | 5 | 139 | 2 | |||||||||||
Other consumer | — | 3 | — | — | |||||||||||
Commercial business | — | — | — | — | |||||||||||
Total | 1,475 | 20 | 2,881 | 36 | |||||||||||
With an allowance recorded: | |||||||||||||||
One-to-four family | 3,800 | 72 | 3,705 | 66 | |||||||||||
Multi-family | 117 | 1 | 121 | 2 | |||||||||||
Commercial real estate | 1,061 | 10 | 1,177 | 17 | |||||||||||
Construction and land | 27 | 2 | 89 | 8 | |||||||||||
Home equity | 312 | 7 | 370 | 7 | |||||||||||
Other consumer | 20 | — | 84 | 1 | |||||||||||
Commercial business | 288 | 4 | 358 | 5 | |||||||||||
Total | 5,625 | 96 | 5,904 | 106 | |||||||||||
Total impaired loans: | |||||||||||||||
One-to-four family | 4,578 | 84 | 5,979 | 98 | |||||||||||
Multi-family | 117 | 1 | 121 | 2 | |||||||||||
Commercial real estate | 1,379 | 10 | 1,645 | 19 | |||||||||||
Construction and land | 27 | 2 | 89 | 8 | |||||||||||
Home equity | 691 | 12 | 509 | 9 | |||||||||||
Other consumer | 20 | 3 | 84 | 1 | |||||||||||
Commercial business | 288 | 4 | 358 | 5 | |||||||||||
Total | $ | 7,100 | $ | 116 | $ | 8,785 | $ | 142 |
Interest income recognized on a cash basis on impaired loans for the three months ended September 30, 2017 and 2016, was $80,000 and $91,000, respectively.
19
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents the recorded investment in nonaccrual loans by class of loan at the dates indicated:
September 30, 2017 | June 30, 2017 | ||||||
(In thousands) | |||||||
One-to-four family | $ | 975 | $ | 1,042 | |||
Commercial real estate | 403 | 426 | |||||
Construction and land | 27 | 28 | |||||
Home equity | 377 | 398 | |||||
Other consumer | 12 | 21 | |||||
Total nonaccrual loans | $ | 1,794 | $ | 1,915 | |||
Past due loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. There were no loans past due 90 days or more and still accruing interest at September 30, 2017 and June 30, 2017.
The following table presents past due loans, net of partial loan charge-offs, by class, as of September 30, 2017:
30-59 Days Past Due | 60-89 Days Past Due | 90 Days or More Past Due | Total Past Due | Current | Total Loans | ||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
Real Estate: | |||||||||||||||||||||||
One-to-four family | $ | — | $ | 155 | $ | 45 | $ | 200 | $ | 323,475 | $ | 323,675 | |||||||||||
Multi-family | — | — | — | — | 58,989 | 58,989 | |||||||||||||||||
Commercial real estate | — | — | — | — | 194,813 | 194,813 | |||||||||||||||||
Construction and land | — | 34 | 19 | 53 | 81,932 | 81,985 | |||||||||||||||||
Total real estate loans | — | 189 | 64 | 253 | 659,209 | 659,462 | |||||||||||||||||
Consumer: | |||||||||||||||||||||||
Home equity | 394 | 43 | — | 437 | 34,622 | 35,059 | |||||||||||||||||
Other consumer | 83 | — | — | 83 | 23,246 | 23,329 | |||||||||||||||||
Total consumer loans | 477 | 43 | — | 520 | 57,868 | 58,388 | |||||||||||||||||
Commercial business loans | — | — | — | — | 16,385 | 16,385 | |||||||||||||||||
Total loans | $ | 477 | $ | 232 | $ | 64 | $ | 773 | $ | 733,462 | $ | 734,235 |
20
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents past due loans, net of partial loan charge-offs, by class, as of June 30, 2017:
30-59 Days Past Due | 60-89 Days Past Due | 90 Days or More Past Due | Total Past Due | Current | Total Loans | ||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
Real Estate: | |||||||||||||||||||||||
One-to-four family | $ | — | $ | 206 | $ | — | $ | 206 | $ | 328,037 | $ | 328,243 | |||||||||||
Multi-family | — | — | — | — | 58,101 | 58,101 | |||||||||||||||||
Commercial real estate | — | — | — | — | 202,038 | 202,038 | |||||||||||||||||
Construction and land | — | 34 | 20 | 54 | 71,576 | 71,630 | |||||||||||||||||
Total real estate loans | — | 240 | 20 | 260 | 659,752 | 660,012 | |||||||||||||||||
Consumer: | |||||||||||||||||||||||
Home equity | 21 | 294 | 10 | 325 | 35,544 | 35,869 | |||||||||||||||||
Other consumer | 28 | 73 | — | 101 | 20,942 | 21,043 | |||||||||||||||||
Total consumer loans | 49 | 367 | 10 | 426 | 56,486 | 56,912 | |||||||||||||||||
Commercial business loans | — | — | — | — | 17,073 | 17,073 | |||||||||||||||||
Total loans | $ | 49 | $ | 607 | $ | 30 | $ | 686 | $ | 733,311 | $ | 733,997 |
Credit quality indicator. Federal regulations provide for the classification of lower quality loans and other assets, such as debt and equity securities, as substandard, doubtful, or loss; risk ratings 6, 7, and 8 in our 8-point risk rating system, respectively. An asset is considered substandard if it is inadequately protected by the current net worth and pay capacity of the borrower or of any collateral pledged. Substandard assets include those characterized by the distinct possibility that First Federal will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions, and values. Assets classified as loss are those considered uncollectible and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.
When First Federal classifies problem assets as either substandard or doubtful, it may establish a specific allowance to address the risk specifically or First Federal may allow the loss to be addressed in the general allowance. General allowances represent loss allowances that have been established to recognize the inherent risk associated with lending activities but that, unlike specific allowances, have not been specifically allocated to particular problem assets. When an insured institution classifies problem assets as a loss, it is required to charge off such assets in the period in which they are deemed uncollectible. Assets that do not currently expose First Federal to sufficient risk to warrant classification as substandard or doubtful but possess identified weaknesses are designated as either watch or special mention assets; risk ratings 4 and 5 in our risk rating system, respectively. At September 30, 2017 and June 30, 2017, First Federal had $3.3 million and $3.3 million, respectively, of loans classified as substandard and no loans classified as doubtful or loss. Loans not otherwise classified are considered pass graded loans and are rated 1-3 in our risk rating system.
Additionally, First Federal categorizes loans as performing or nonperforming based on payment activity. Loans that are more than 90 days past due and nonaccrual loans are considered nonperforming.
21
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table represents the internally assigned grade as of September 30, 2017, by class of loans:
Pass | Watch | Special Mention | Sub- Standard | Total | |||||||||||||||
(In thousands) | |||||||||||||||||||
Real Estate: | |||||||||||||||||||
One-to-four family | $ | 316,469 | $ | 4,340 | $ | 959 | $ | 1,907 | $ | 323,675 | |||||||||
Multi-family | 56,756 | 2,117 | 116 | — | 58,989 | ||||||||||||||
Commercial real estate | 182,417 | 9,611 | 2,209 | 576 | 194,813 | ||||||||||||||
Construction and land | 74,011 | 3,460 | 4,421 | 93 | 81,985 | ||||||||||||||
Total real estate loans | 629,653 | 19,528 | 7,705 | 2,576 | 659,462 | ||||||||||||||
Consumer: | |||||||||||||||||||
Home equity | 34,076 | 318 | 33 | 632 | 35,059 | ||||||||||||||
Other consumer | 22,805 | 306 | 172 | 46 | 23,329 | ||||||||||||||
Total consumer loans | 56,881 | 624 | 205 | 678 | 58,388 | ||||||||||||||
Commercial business loans | 14,004 | 1,410 | 971 | — | 16,385 | ||||||||||||||
Total loans | $ | 700,538 | $ | 21,562 | $ | 8,881 | $ | 3,254 | $ | 734,235 |
The following table represents the internally assigned grade as of June 30, 2017, by class of loans:
Pass | Watch | Special Mention | Sub- Standard | Total | |||||||||||||||
(In thousands) | |||||||||||||||||||
Real Estate: | |||||||||||||||||||
One-to-four family | $ | 321,596 | $ | 3,680 | $ | 1,153 | $ | 1,814 | $ | 328,243 | |||||||||
Multi-family | 56,103 | 1,880 | 118 | — | 58,101 | ||||||||||||||
Commercial real estate | 188,956 | 10,243 | 2,232 | 607 | 202,038 | ||||||||||||||
Construction and land | 65,175 | 2,197 | 4,161 | 97 | 71,630 | ||||||||||||||
Total real estate loans | 631,830 | 18,000 | 7,664 | 2,518 | 660,012 | ||||||||||||||
Consumer: | |||||||||||||||||||
Home equity | 34,913 | 215 | 57 | 684 | 35,869 | ||||||||||||||
Other consumer | 20,676 | 159 | 173 | 35 | 21,043 | ||||||||||||||
Total consumer loans | 55,589 | 374 | 230 | 719 | 56,912 | ||||||||||||||
Commercial business loans | 14,143 | 1,464 | 1,451 | 15 | 17,073 | ||||||||||||||
Total loans | $ | 701,562 | $ | 19,838 | $ | 9,345 | $ | 3,252 | $ | 733,997 |
22
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table represents the credit risk profile based on payment activity as of September 30, 2017, by class of loans:
Nonperforming | Performing | Total | |||||||||
(In thousands) | |||||||||||
Real Estate: | |||||||||||
One-to-four family | $ | 975 | $ | 322,700 | $ | 323,675 | |||||
Multi-family | — | 58,989 | 58,989 | ||||||||
Commercial real estate | 403 | 194,410 | 194,813 | ||||||||
Construction and land | 27 | 81,958 | 81,985 | ||||||||
Consumer: | |||||||||||
Home equity | 377 | 34,682 | 35,059 | ||||||||
Other consumer | 12 | 23,317 | 23,329 | ||||||||
Commercial business | — | 16,385 | 16,385 | ||||||||
Total loans | $ | 1,794 | $ | 732,441 | $ | 734,235 |
The following table represents the credit risk profile based on payment activity as of June 30, 2017, by class of loans:
Nonperforming | Performing | Total | |||||||||
(In thousands) | |||||||||||
Real Estate: | |||||||||||
One-to-four family | $ | 1,042 | $ | 327,201 | $ | 328,243 | |||||
Multi-family | — | 58,101 | 58,101 | ||||||||
Commercial real estate | 426 | 201,612 | 202,038 | ||||||||
Construction and land | 28 | 71,602 | 71,630 | ||||||||
Consumer: | |||||||||||
Home equity | 398 | 35,471 | 35,869 | ||||||||
Other consumer | 21 | 21,022 | 21,043 | ||||||||
Commercial business | — | 17,073 | 17,073 | ||||||||
Total loans | $ | 1,915 | $ | 732,082 | $ | 733,997 |
Troubled debt restructuring. A TDR is a loan to a borrower who is experiencing financial difficulty that has been modified from its original terms and conditions in such a way that First Federal is granting the borrower a concession of some kind. First Federal has granted a variety of concessions to borrowers in the form of loan modifications. The modifications granted can generally be described in the following categories:
Rate modification - A modification in which the interest rate is changed.
Term modification - A modification in which the maturity date, timing of payments, or frequency of payments is changed.
Payment modification - A modification in which the dollar amount of the payment is changed. Interest-only modifications in which a loan is converted to interest-only payments for a period of time are included in this category.
Combination modification - Any other type of modification, including the use of multiple categories above.
Upon identifying a receivable as a TDR loan, First Federal classifies the loan as impaired for purposes of determining the allowance for loan losses. This requires the loan to initially be evaluated individually for impairment, generally based on the expected cash flows under the new terms discounted at the loan’s original effective interest rates. For TDR loans that
23
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
subsequently default, the method of determining impairment is generally the fair value of the collateral less estimated selling costs. Certain qualifying TDR loans are subsequently measured for impairment using the same factor applied to unimpaired loans in the corresponding segment and risk rating.
TDR loans may be upgraded in their classification and placed on accrual status once there is a sustained period of repayment performance, usually six months or longer, and there is a reasonable assurance that repayment will continue. First Federal allows reclassification of a troubled debt restructuring back into the general loan pool (as a non-troubled debt restructuring) if the borrower is able to refinance the loan at then-current market rates and meet all of the underwriting criteria of First Federal required of other borrowers. The refinance must be based on the borrower’s ability to repay the debt and no special concessions of rate and/or term are granted to the borrower.
The following is a summary of information pertaining to TDR loans included in impaired loans at the dates indicated:
September 30, | June 30, | ||||||
2017 | 2017 | ||||||
(In thousands) | |||||||
Total TDR loans | $ | 5,790 | $ | 6,145 | |||
Allowance for loan losses related to TDR loans | 71 | 315 | |||||
Total nonaccrual TDR loans | 558 | 673 |
There were no newly restructured and renewals or modifications of existing TDR loans during the three months ended September 30, 2017 and 2016.
The following is a summary of TDR loans which incurred a payment default within 12 months of the restructure date during the three months ended September 30, 2017.
Number of Contracts | Rate Modification | Term Modification | Combination Modification | Total Modifications | ||||||||||||||
(Dollars in thousands) | ||||||||||||||||||
TDR loans that subsequently defaulted | ||||||||||||||||||
One- to four-family | 1 | $ | — | $ | 87 | $ | — | $ | 87 |
The following is a summary of TDR loans which incurred a payment default within 12 months of the restructure date during the three months ended September 30, 2016.
Number of Contracts | Rate Modification | Term Modification | Combination Modification | Total Modifications | ||||||||||||||
(Dollars in thousands) | ||||||||||||||||||
TDR loans that subsequently defaulted | ||||||||||||||||||
One- to four-family | 1 | $ | — | $ | — | $ | 86 | $ | 86 |
No additional funds were committed to be advanced in connection with impaired loans at September 30, 2017.
24
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents TDR loans by class at the dates indicated by accrual and nonaccrual status.
September 30, 2017 | June 30, 2017 | ||||||||||||||||||||||
Accrual | Nonaccrual | Total | Accrual | Nonaccrual | Total | ||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
One-to-four family | $ | 3,590 | $ | 323 | $ | 3,913 | $ | 3,608 | $ | 421 | $ | 4,029 | |||||||||||
Multi-family | 116 | — | 116 | 118 | — | 118 | |||||||||||||||||
Commercial real estate | 931 | 235 | 1,166 | 1,145 | 252 | 1,397 | |||||||||||||||||
Home equity | 309 | — | 309 | 312 | — | 312 | |||||||||||||||||
Commercial business | 286 | — | 286 | 289 | — | 289 | |||||||||||||||||
Total TDR loans | $ | 5,232 | $ | 558 | $ | 5,790 | $ | 5,472 | $ | 673 | $ | 6,145 |
Note 4 - Deposits
The aggregate amount of time deposits in excess of the Federal Deposit Insurance Corporation ("FDIC") insured limit, currently $250,000, at September 30, 2017 and June 30, 2017, was $82.3 million and $68.0 million, respectively. Deposits and weighted-average interest rates at the dates indicated are as follows:
Weighted-Average Interest Rate | September 30, 2017 | Weighted-Average Interest Rate | June 30, 2017 | ||||||||
(Dollars in thousands) | |||||||||||
Savings | 0.05% | $ | 103,108 | 0.06% | $ | 98,894 | |||||
Transaction accounts | 0.01% | 255,158 | 0.01% | 245,889 | |||||||
Money market accounts | 0.31% | 261,474 | 0.31% | 267,503 | |||||||
Certificates of deposit and jumbo certificates | 1.26% | 231,193 | 1.19% | 211,474 | |||||||
$ | 850,933 | $ | 823,760 | ||||||||
Weighted-average interest rate | 0.45 | % | 0.42 | % |
Maturities of certificates at the dates indicated are as follows:
September 30, 2017 | June 30, 2017 | ||||||
(In thousands) | |||||||
Within one year or less | $ | 120,708 | $ | 106,448 | |||
After one year through two years | 69,269 | 59,137 | |||||
After two years through three years | 22,457 | 25,767 | |||||
After three years through four years | 11,153 | 9,569 | |||||
After four years through five years | 7,585 | 10,498 | |||||
After five years | 21 | 55 | |||||
$ | 231,193 | $ | 211,474 |
Deposits at September 30, 2017 and June 30, 2017, included $51.6 million and $54.5 million, respectively, in public fund deposits. Investment securities with a carrying value of $41.3 million and $41.8 million were pledged as collateral for these deposits at September 30, 2017 and June 30, 2017, respectively. This exceeds the minimum collateral requirements established by the Washington Public Deposit Protection Commission.
25
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Interest on deposits by type for the periods shown was as follows:
Three Months Ended | |||||||
September 30, | |||||||
2017 | 2016 | ||||||
(In thousands) | |||||||
Savings | $ | 14 | $ | 10 | |||
Transaction accounts | 4 | 4 | |||||
Insured money market accounts | 206 | 187 | |||||
Certificates of deposit and jumbo certificates | 687 | 446 | |||||
$ | 911 | $ | 647 |
Note 5 - Federal Taxes on Income
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. These calculations are based on many complex factors including estimates of the timing of reversals of temporary differences, the interpretation of federal income tax laws, and a determination of the differences between the tax and the financial reporting basis of assets and liabilities. Actual results could differ significantly from the estimates and interpretations used in determining the current and deferred income tax assets and liabilities.
Under current Federal income tax regulations, charitable contribution deductions are limited to 10% of taxable income. Due to this limitation, the Company currently has a valuation allowance of $1.9 million for financial statement reporting purposes related to its contribution to the Foundation. The contribution carryforward and related valuation allowance will expire in 2020. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates whether its deferred tax assets will be realized and adjusts the amount of its valuation allowance, if necessary.
The effective tax rates were 24.7% and 33.9% for the three months ended September 30, 2017 and 2016, respectively. The Company's tax rate is reduced from the statutory tax rate in part as a result of permanent tax exclusions of noninterest income from bank-owned life insurance ("BOLI") and tax-exempt interest.
Note 6 - Earnings per Share
Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. In addition, nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the computation of earnings per share. Certain of the Company's nonvested restricted stock awards qualify as participating securities.
The following table presents a reconciliation of the components used to compute basic and diluted earnings per share for the three months ended September 30, 2017 and 2016.
26
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Three Months Ended | |||||||
September 30, | |||||||
2017 | 2016 | ||||||
(In thousands, except share data) | |||||||
Numerator: | |||||||
Net income | $ | 1,773 | $ | 651 | |||
Denominator: | |||||||
Basic weighted average common shares outstanding | 10,631,508 | 11,647,106 | |||||
Dilutive restricted stock grants | 70,753 | 186,399 | |||||
Diluted weighted average common shares outstanding | 10,702,261 | 11,833,505 | |||||
Basic earnings per share | $ | 0.17 | $ | 0.06 | |||
Diluted earnings per share | $ | 0.17 | $ | 0.06 | |||
Unallocated ESOP shares are not included as outstanding for either basic or diluted earnings per share calculations. As of September 30, 2017 and 2016, there were 913,113 and 964,461 shares in the ESOP that remain unallocated, respectively.
Potential dilutive shares are excluded from the computation of EPS if their effect is anti-dilutive. Restricted stock awards of 2,718 shares were not included in the computation of diluted EPS at September 30, 2017. There were no anti-dilutive shares at September 30, 2016.
Note 7 - Employee Benefits
Employee Stock Ownership Plan
In connection with the Conversion, the Company established an ESOP for eligible employees of the Company and the Bank. Employees of the Company and the Bank who have been credited with at least 1,000 hours of service during a 12-month period are eligible to participate in the ESOP.
As shares are committed to be released from collateral, the Company reports compensation expense equal to the average daily market prices of the shares and the shares become outstanding for EPS computations. The compensation expense is accrued monthly throughout the year. Dividends on allocated ESOP shares are recorded as a reduction of retained earnings; dividends on unallocated ESOP shares are recorded as a reduction of debt and accrued interest.
Compensation expense related to the ESOP for the three months ended September 30, 2017 and 2016 was $210,000 and $195,000, respectively.
Shares held by the ESOP as of the dates indicated are as follows:
September 30, 2017 | June 30, 2017 | ||||||
(Dollars in thousands) | |||||||
Allocated shares | 121,695 | 121,695 | |||||
Committed to be released shares | 13,221 | — | |||||
Unallocated shares | 913,113 | 926,334 | |||||
Total ESOP shares | 1,048,029 | 1,048,029 | |||||
Fair value of unallocated shares | $ | 15,614 | $ | 14,608 | |||
27
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 8 - Stock-based Compensation
On November 16, 2015, the Company's shareholders approved the First Northwest Bancorp 2015 Equity Incentive Plan (the "2015 EIP"), which provides for the grant of incentive stock options, non-qualified stock options, restricted stock and restricted stock units to eligible participants. The cost of awards under the 2015 EIP generally is based on the fair value of the awards on their grant date. The maximum number of shares that may be utilized for awards under the 2015 EIP is 1,834,050. The 2015 EIP provides for the use of authorized but unissued shares or shares that have been reacquired by First Northwest to fund share-based awards. At September 30, 2017, there were 1,394,050 total shares available for grant under the 2015 EIP, including 84,014 shares available to be granted as restricted stock.
During the three months ended September 30, 2017, 50,000 shares of restricted stock were awarded and no stock options were granted. There were 402,500 shares of restricted stock awarded during the three months ended September 30, 2016. Awarded shares of restricted stock vest over 5 years from the date of grant as long as the eligible participant remains in service to the Company. The Company recognizes compensation expense for the restricted stock awards based on the fair value of the shares at the award date.
For the three months ended September 30, 2017 and 2016, total compensation expense for the 2015 EIP was $321,000 and $256,000, respectively.
Included in the above compensation expense for the three months ended September 30, 2017 and 2016, was directors' compensation of $98,000 and $92,000, respectively.
The following table provides a summary of changes in non-vested restricted stock awards for the three months ended September 30, 2017:
For the Three Months Ended | ||||||
September 30, 2017 | ||||||
Weighted-Average | ||||||
Grant Date | ||||||
Shares | Fair Value | |||||
Non-vested at July 1, 2017 | 390,000 | $ | 12.70 | |||
Granted | 50,000 | 16.07 | ||||
Vested | (62,461 | ) | 12.70 | |||
Canceled (1) | (15,539 | ) | 12.70 | |||
Non-vested at September 30, 2017 | 362,000 | 13.17 | ||||
—% | 362,000 | |||||
(1) A surrender of vested stock awards by a participant surrendering the number of shares valued at the current stock price at the vesting date to cover the total cost of the vested shares. The surrendered shares are canceled and are unavailable for reissue. |
28
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the Three Months Ended | ||||||
September 30, 2016 | ||||||
Weighted-Average | ||||||
Grant Date | ||||||
Shares | Fair Value | |||||
Non-vested at July 1, 2016 | — | $ | — | |||
Granted | 402,500 | 12.70 | ||||
Vested | — | — | ||||
Forfeited | (12,500 | ) | 12.70 | |||
Non-vested at September 30, 2016 | 390,000 | 12.70 | ||||
—% | 390,000 |
As of September 30, 2017, there was $4.5 million of total unrecognized compensation cost related to non-vested shares granted as restricted stock awards. The cost is expected to be recognized over the remaining weighted-average vesting period of approximately 3.9 years.
Note 9 - Fair Value Accounting and Measurement
Fair value is the price to sell an asset or transfer a liability in an orderly transaction between market participants in the Company’s principal market. The Company has established and documented its process for determining the fair values of its assets and liabilities, where applicable. Fair value is based on quoted market prices, when available, for identical or similar assets or liabilities. In the absence of quoted market prices, management determines the fair value of the Company’s assets and liabilities using valuation models or third-party pricing services, both of which rely on market-based parameters when available, such as interest rate yield curves, option volatilities and credit spreads, or unobservable inputs. Unobservable inputs may be based on management’s judgment, assumptions, and estimates related to credit quality, liquidity, interest rates, and other relevant inputs.
Any changes to valuation methodologies are reviewed by management to ensure they are relevant and justified. Valuation methodologies are refined as more market-based data becomes available.
A three-level valuation hierarchy is used in determining fair value that is based on the transparency of the inputs used in the valuation process. The inputs used in determining fair value in each of the three levels of the hierarchy are as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Either: (i) quoted prices for similar assets or liabilities; (ii) observable inputs, such as interest rates or yield curves; or (iii) inputs derived principally from or corroborated by observable market data.
Level 3 - Unobservable inputs.
The hierarchy gives the highest ranking to Level 1 inputs and the lowest ranking to Level 3 inputs. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the overall fair value measurement.
Qualitative disclosures of valuation techniques - Securities available for sale: where quoted prices are available in an active market, securities are classified as Level 1. Level 1 instruments include highly liquid government bonds, securities issued by the U.S. Treasury, and exchange-traded equity securities.
29
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
If quoted prices are not available, management determines fair value using pricing models, quoted prices of similar securities, which are considered Level 2, or discounted cash flows. In certain cases, where there is limited activity in the market for a particular instrument, assumptions must be made to determine their fair value. Such instruments are classified as Level 3.
Assets and liabilities measured at fair value on a recurring basis - Assets and liabilities are considered to be fair valued on a recurring basis if fair value is measured regularly (i.e., daily, weekly, monthly, or quarterly). The following tables show the Company’s assets measured at fair value on a recurring basis at the dates indicated:
September 30, 2017 | |||||||||||||||
Quoted Prices in Active Markets for Identical Assets or Liabilities | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | ||||||||||||
(In thousands) | |||||||||||||||
Securities available-for-sale | |||||||||||||||
Municipal bonds | $ | — | $ | 16,709 | $ | — | $ | 16,709 | |||||||
ABS agency | — | 21,819 | — | 21,819 | |||||||||||
ABS corporate | — | 22,558 | — | 22,558 | |||||||||||
Corporate debt | — | 19,662 | — | 19,662 | |||||||||||
SBA | — | 48,101 | — | 48,101 | |||||||||||
MBS agency | — | 138,082 | — | 138,082 | |||||||||||
MBS corporate | — | 23,228 | — | 23,228 | |||||||||||
$ | — | $ | 290,159 | $ | — | $ | 290,159 | ||||||||
June 30, 2017 | |||||||||||||||
Quoted Prices in Active Markets for Identical Assets or Liabilities | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | ||||||||||||
(In thousands) | |||||||||||||||
Securities available-for-sale | |||||||||||||||
Municipal bonds | $ | — | $ | 22,223 | $ | — | $ | 22,223 | |||||||
Agency bonds | — | 4,926 | — | 4,926 | |||||||||||
ABS agency | — | 7,648 | — | 7,648 | |||||||||||
ABS corporate | — | 9,813 | — | 9,813 | |||||||||||
SBA | — | 14,178 | — | 14,178 | |||||||||||
MBS agency | — | 143,436 | — | 143,436 | |||||||||||
MBS corporate | — | 26,369 | — | 26,369 | |||||||||||
$ | — | $ | 228,593 | $ | — | $ | 228,593 |
Assets and liabilities measured at fair value on a nonrecurring basis - Assets are considered to be fair valued on a nonrecurring basis if the fair value measurement of the instrument does not necessarily result in a change in the amount recorded on the consolidated balance sheets. Generally, nonrecurring valuation is the result of the application of other accounting pronouncements that require assets or liabilities to be assessed for impairment or recorded at the lower of cost or fair value.
30
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables present the Company’s assets measured at fair value on a nonrecurring basis at the dates indicated:
September 30, 2017 | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
(In thousands) | |||||||||||||||
Impaired loans | $ | — | $ | — | $ | 7,026 | $ | 7,026 | |||||||
Real estate owned and repossessed assets | — | — | 86 | 86 | |||||||||||
$ | — | $ | — | $ | 7,112 | $ | 7,112 | ||||||||
June 30, 2017 | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
(In thousands) | |||||||||||||||
Impaired loans | $ | — | $ | — | $ | 7,388 | $ | 7,388 | |||||||
Real estate owned and repossessed assets | — | — | 104 | 104 | |||||||||||
$ | — | $ | — | $ | 7,492 | $ | 7,492 |
At September 30, 2017 and June 30, 2017, there were no impaired loans with discounts to appraisal disposition value or other unobservable inputs. The following tables present the techniques used to value assets measured at fair value on a nonrecurring basis at the dates indicated:
September 30, 2017 | |||||||||
Fair Value | Valuation Technique | Unobservable Input | Range (Weighted-Average)1 | ||||||
(In thousands) | |||||||||
Real estate owned and repossessed assets | $ | 86 | Market comparable | Discount to appraisal | 0% - 10% (10%) | ||||
1 Discount to appraisal disposition value. |
June 30, 2017 | |||||||||
Fair Value | Valuation Technique | Unobservable Input | Range (Weighted-Average)1 | ||||||
(In thousands) | |||||||||
Real estate owned and repossessed assets | $ | 104 | Market comparable | Discount to appraisal | 0% - 10% (5%) | ||||
1 Discount to appraisal disposition value. |
31
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following tables present the carrying value and estimated fair value of financial instruments at the dates indicated:
September 30, 2017 | ||||||||||||||||||||
Carrying Amount | Estimated Fair Value | Fair Value Measurements Using: | ||||||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Financial assets | ||||||||||||||||||||
Cash and cash equivalents | $ | 25,009 | $ | 25,009 | $ | 25,009 | $ | — | $ | — | ||||||||||
Investment securities available for sale | 290,159 | 290,159 | — | 290,159 | — | |||||||||||||||
Investment securities held to maturity | 51,012 | 51,683 | — | 51,683 | — | |||||||||||||||
Loans receivable, net | 726,891 | 723,089 | — | — | 723,089 | |||||||||||||||
FHLB stock | 5,729 | 5,729 | — | 5,729 | — | |||||||||||||||
Accrued interest receivable | 3,498 | 3,498 | — | 3,498 | — | |||||||||||||||
Mortgage servicing rights, net | 1,112 | 1,692 | — | — | 1,692 | |||||||||||||||
Financial liabilities | ||||||||||||||||||||
Demand deposits | $ | 619,740 | $ | 619,740 | $ | 619,740 | $ | — | $ | — | ||||||||||
Time deposits | 231,193 | 230,731 | — | 230,731 | — | |||||||||||||||
Borrowings | 111,657 | 114,247 | — | 114,247 | — | |||||||||||||||
Accrued interest payable | 217 | 217 | — | 217 | — | — |
June 30, 2017 | |||||||||||||||||||
Carrying Amount | Estimated Fair Value | Fair Value Measurements Using: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||||||||
(In thousands) | |||||||||||||||||||
Financial assets | |||||||||||||||||||
Cash and cash equivalents | $ | 24,292 | $ | 24,292 | $ | 24,292 | $ | — | $ | — | |||||||||
Investment securities available for sale | 228,593 | 228,593 | — | 228,593 | — | ||||||||||||||
Investment securities held to maturity | 51,872 | 52,621 | — | 52,621 | — | ||||||||||||||
Loans receivable, net | 726,786 | 723,848 | — | — | 723,848 | ||||||||||||||
FHLB stock | 4,368 | 4,368 | — | 4,368 | — | ||||||||||||||
Accrued interest receivable | 3,020 | 3,020 | — | 3,020 | — | ||||||||||||||
Mortgage servicing rights, net | 986 | 1,600 | — | — | 1,600 | ||||||||||||||
Financial liabilities | |||||||||||||||||||
Demand deposits | $ | 612,286 | $ | 612,286 | $ | 612,286 | $ | — | $ | — | |||||||||
Time deposits | 211,474 | 211,072 | — | 211,072 | — | ||||||||||||||
Borrowings | 77,427 | 80,338 | — | 80,338 | — | ||||||||||||||
Accrued interest payable | 208 | 208 | — | 208 | — |
Financial assets and liabilities other than investment securities are not traded in active markets. Estimated fair values require subjective judgments and are approximate. The estimates of fair value in the previous table are not necessarily representative of amounts that could be realized in actual market transactions, or of the underlying value of the Company. Fair value estimates, methods, and assumptions are set forth below for the Company's financial instruments:
Financial instruments with a carrying amount 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 the carrying amount. These instruments include cash and due from banks, interest bearing deposits with banks, FHLB stock, accrued
32
FIRST NORTHWEST BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
interest receivable, and accrued interest payable. FHLB stock is not publicly traded, however, it may be redeemed on a dollar-for-dollar basis, for any amount the Bank is not required to hold, subject to the FHLB's discretion. The fair value is therefore equal to the carrying amount.
Securities - Fair values for investment securities are primarily measured using information from a third-party pricing service. The pricing service uses evaluated pricing models based on market data. In the event that limited or less transparent information is provided by the third-party pricing service, fair value is estimated using secondary pricing services or non-binding third-party broker quotes.
Loans held for sale - The fair value of loans held for sale is based on quoted market prices from Federal Home Loan Mortgage Corporation ("Freddie Mac"), which are updated daily and represent prices at which loans are exchanged in high volumes and in a liquid market.
Loans receivable, net - Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, including fixed and variable one- to four-family residential real estate, commercial, and consumer loans. There is an accurate and reliable secondary market for one- to four-family residential mortgage production, and available market benchmarks are used to establish discount factors for estimating fair value for these types of loans. Commercial and consumer loans use market benchmarks when available; however, due to the varied term structures and credit issues involved, they mainly rely on cash flow projections and repricing characteristics within the loan portfolio. These amounts are discounted further by embedded probable losses expected to be realized in the portfolio.
Valuations of impaired loans, real estate owned and repossessed assets are periodically performed by management, and the fair values of these loans are carried at the fair value of the underlying collateral less estimated costs to sell. Fair value of the underlying collateral may be determined using an appraisal performed by a qualified independent appraiser.
Mortgage servicing rights, net - The estimated fair value of mortgage servicing rights is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income.
Deposits - The fair value of deposits with no stated maturity, such as non-interest bearing deposits, savings and interest checking accounts, and money market accounts, is equal to the amount payable on demand as of September 30, 2017 and June 30, 2017. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.
Borrowings - The fair value of FHLB advances and other borrowings are calculated using a discounted cash flow method, adjusted for market interest rates and terms to maturity.
Off-balance-sheet financial instruments - Commitments to extend credit represent all off-balance-sheet financial instruments. The fair value of these commitments is not significant.
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Certain matters discussed in this Quarterly Report on Form 10-Q constitute forward‑looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, are based on certain assumptions and are generally identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Forward‑looking statements include, but are not limited to:
• | statements of our goals, intentions and expectations; |
• | statements regarding our business plans, prospects, growth and operating strategies; |
• | statements regarding the quality of our loan and investment portfolios; and |
33
• | estimates of our risks and future costs and benefits. |
These forward‑looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward‑looking statements due to, among others, the following factors:
• | changes in general economic conditions, either nationally or in our market area, that are worse than expected; |
• | the credit risks of our lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets; |
• | fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market area; |
• | a decrease in the secondary market demand for loans that we originate for sale; |
• | management’s assumptions in determining the adequacy of the allowance for loan losses; |
• | our ability to control operating costs and expenses, especially new costs associated with our operation as a public company; |
• | whether our management team can implement our operational strategy, including but not limited to our loan growth; |
• | our ability to successfully integrate any newly acquired assets, liabilities, customers, systems, and management personnel into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; |
• | our success in opening new branches and home loan centers; |
• | increases in premiums for deposit insurance; |
• | the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; |
• | changes in the levels of general interest rates, and the relative differences between short and long-term interest rates, deposit interest rates, our net interest margin and funding sources; |
• | increased competitive pressures among financial services companies; |
• | our ability to attract and retain deposits; |
• | changes in consumer spending, borrowing and savings habits; |
• | our ability to successfully manage our growth in compliance with regulatory requirements; |
• | results of examinations of us by the Washington State Department of Financial Institutions, Department of Banks, the Federal Deposit Insurance Corporation, the Federal Reserve Bank of San Francisco, or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our reserve for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; |
• | legislative or regulatory changes that adversely affect our business, including the effects of the Dodd-Frank Act and Basel III, changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules; |
• | adverse changes in the securities markets; |
• | changes in accounting policies and practices, as may be adopted by the financial institutions regulatory agencies, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board; |
• | costs and effects of litigation, including settlements and judgments; |
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• | inability of key third-party vendors to perform their obligations to us; and |
• | other economic, competitive, governmental, regulatory and technical factors affecting our operations, pricing, products and services and other risks described elsewhere in our filings with the Securities and Exchange Commission, including this Form 10-Q. |
These developments could have an adverse impact on our financial position and our results of operations.
Any of the forward looking statements that we make in this report and in other public statements we make may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Any forward-looking statements are based upon management’s beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements included or incorporated by reference in this document or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur, and you should not put undue reliance on any forward-looking statements.
General
First Northwest Bancorp (or the "Company") is a bank holding company which primarily engages in the business activity of its subsidiary, First Federal Savings and Loan Association of Port Angeles ("First Federal" or the "Bank"). First Federal is a community-oriented financial institution providing commercial and consumer banking services to individuals and businesses in Western Washington State. We have twelve banking locations in Washington State, eight of which are located within Clallam and Jefferson counties, one in Kitsap County, two in Whatcom County, and a home lending center ("HLC") in King County. Our HLC is located in Seattle, Washington and is focused on the origination of loans secured by one- to four-family residential properties, which may be sold into the secondary market or retained in our loan portfolio, subject to management's growth and investment objectives. Our business plan includes the intent to extend our operations further throughout the Puget Sound Region in order to diversify our loan portfolio and increase our net interest margin. The Puget Sound region extends from Whatcom County in the north on the Canadian border to Thurston and Pierce counties to the south. Other key metropolitan areas within the Puget Sound region include Bellingham (Whatcom County), Burlington (Skagit County), Everett (Snohomish County), Seattle (King County), Tacoma (Pierce County) and Olympia, the state capital (Thurston County).
We offer a wide range of products and services focused on the lending and depository needs of the communities we serve. Historically, lending activities have been primarily directed toward the origination of first lien one- to four-family mortgage loans, and, to a lesser extent, commercial and multi-family real estate loans, construction and land loans (including lot loans), commercial business loans, and consumer loans, consisting primarily of home equity loans and lines of credit. While we have a large concentration of first lien one- to four-family mortgage loans, we have revised our operating strategy to diversify our loan portfolio, expand our deposit product offerings, and enhance our infrastructure. We have increased the origination of higher-yielding commercial real estate, multi-family real estate, and construction loans, and strive to decrease our historical reliance on originating and retaining longer-term, fixed-rate, residential mortgage loans. We may sell conforming single-family owner-occupied fixed-rate mortgage loans into the secondary market to increase noninterest income and improve our interest rate risk, or we may retain select loans in our portfolio to enhance interest income. We offer traditional consumer and business deposit products, including transaction accounts, savings and money market accounts and certificates of deposit for individuals, businesses and nonprofit organizations. Deposits are our primary source of funds for our lending and investing activities.
First Federal is significantly affected by prevailing economic conditions as well as government policies and regulations concerning, among other things, monetary and fiscal affairs, housing and financial institutions. Deposit flows are influenced by a number of factors, including interest rates paid on competing time deposits, available alternative investments, account maturities, and the overall level of personal income and savings. Lending activities are influenced by the demand for funds, the number and quality of lenders, and regional economic cycles.
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. A secondary source of income is noninterest income, which includes revenue we receive from providing
35
products and services, including service charges on deposit accounts, mortgage banking income, earnings from bank-owned life insurance, and gains and losses from sales of securities.
An offset to net interest income is the provision for loan losses, which represents the periodic charge to operations which is required to adequately provide for probable losses inherent in our loan portfolio. As a loan's risk rating improves, property values increase, or recoveries of amounts previously charged off are received, a recapture of previously recognized provision for loan losses may be added to net interest income.
The noninterest expenses we incur in operating our business consist of salaries and employee benefits and expenses, occupancy and equipment expenses, federal deposit insurance premiums and regulatory assessments, data processing expenses, expenses related to real estate and personal property owned and other miscellaneous expenses.
Critical Accounting Policies
There are no material changes to the critical accounting policies as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017.
Comparison of Financial Condition at September 30, 2017 and June 30, 2017
Assets. Total assets increased $62.6 million, or 5.8%, to $1.2 billion at September 30, 2017, from $1.1 billion at June 30, 2017, primarily due to an increase of $60.7 million, or 21.6%, in investment securities to $341.2 million at September 30, 2017, from $280.5 million at June 30, 2017. The increase in investment securities was part of management's strategic plan to leverage low cost deposits and borrowings to generate additional interest income from investments.
Our total loans, excluding loans held for sale, remained relatively stable, increasing $238,000 to $734.2 million at September 30, 2017 from $734.0 million at June 30, 2017, a result of new loan originations partially offset by normal amortization, prepayment activity, and one- to four-family residential sales and commercial real estate loan participations. One- to four-family residential, commercial real estate, home equity, and commercial business loans decreased $4.6 million, $7.2 million, $810,000, and $688,000, respectively, while multi-family, construction and land, and other consumer loans increased $888,000, $10.4 million, and $2.3 million, respectively, during the quarter.
Construction and land loans increased $10.4 million, or 14.5%, to $82.0 million at September 30, 2017 from $71.6 million at June 30, 2017, as a result of our strategic decision to focus on increasing construction loan origination activity as real estate values and general economic conditions in our market areas continued to improve. Our construction loans are geographically disbursed throughout the State of Washington and, as a result, these loans are susceptible to risks that may be different than the risks of construction lending in our primary market area. We manage all of our construction lending by utilizing a licensed third party vendor to assist us in monitoring our construction projects throughout the State of Washington. There were $50.8 million in undisbursed construction commitments at September 30, 2017, an increase of $18.8 million, or 58.8%, compared to $32.0 million at June 30, 2017. Undisbursed construction commitments at September 30, 2017 included $26.5 million of multi-family residential, $14.8 million of one- to four-family residential, and $9.5 million of commercial real estate construction projects. Commercial real estate construction commitments include $12.0 million of one- to four-family speculative construction projects, of which there was $7.3 million located in King County and $4.5 million located in Thurston County, Washington.
Other consumer loans increased $2.3 million, or 11.0%, to $23.3 million at September 30, 2017 from $21.0 million at June 30, 2017, primarily the result of auto loans originated through our indirect lending program.
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The following tables show our construction commitments by type and geographic concentrations at the dates indicated:
September 30, 2017 | North Olympic Peninsula (1) | Puget Sound Region (2) | Other Washington | Total | ||||||||||||
(In thousands) | ||||||||||||||||
Construction Commitment | ||||||||||||||||
One- to four-family residential | $ | 18,581 | $ | 13,849 | $ | — | $ | 32,430 | ||||||||
Multi-family residential | — | 56,932 | — | 56,932 | ||||||||||||
Commercial real estate | 1,146 | 17,945 | 9,720 | 28,811 | ||||||||||||
Total commitment | $ | 19,727 | $ | 88,726 | $ | 9,720 | $ | 118,173 | ||||||||
Construction Funds Disbursed | ||||||||||||||||
One- to four-family residential | $ | 11,131 | $ | 6,478 | $ | — | $ | 17,609 | ||||||||
Multi-family residential | — | 30,467 | — | 30,467 | ||||||||||||
Commercial real estate | 701 | 12,458 | 6,188 | 19,347 | ||||||||||||
Total disbursed | $ | 11,832 | $ | 49,403 | $ | 6,188 | $ | 67,423 | ||||||||
Undisbursed Commitment | ||||||||||||||||
One- to four-family residential | $ | 7,450 | $ | 7,371 | $ | — | $ | 14,821 | ||||||||
Multi-family residential | — | 26,465 | — | 26,465 | ||||||||||||
Commercial real estate | 445 | 5,487 | 3,532 | 9,464 | ||||||||||||
Total undisbursed | $ | 7,895 | $ | 39,323 | $ | 3,532 | $ | 50,750 | ||||||||
Land Funds Disbursed | ||||||||||||||||
One- to four-family residential | $ | 6,812 | $ | 874 | $ | — | $ | 7,686 | ||||||||
Commercial real estate | — | 6,876 | — | 6,876 | ||||||||||||
Total disbursed for land | $ | 6,812 | $ | 7,750 | $ | — | $ | 14,562 | ||||||||
(1) Includes Clallam and Jefferson counties. | ||||||||||||||||
(2) Includes Kitsap, Mason, Thurston, Pierce, King, Snohomish, Skagit, Whatcom, and Island counties. |
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June 30, 2017 | North Olympic Peninsula | Puget Sound Region | Other Washington | Total | ||||||||||||
(In thousands) | ||||||||||||||||
Construction Commitment | ||||||||||||||||
One- to four-family residential | $ | 17,200 | $ | 9,794 | $ | — | $ | 26,994 | ||||||||
Multi-family residential | — | 35,643 | — | 35,643 | ||||||||||||
Commercial real estate | 1,449 | 14,935 | 9,646 | 26,030 | ||||||||||||
Total Commitment | $ | 18,649 | $ | 60,372 | $ | 9,646 | $ | 88,667 | ||||||||
Construction Funds Disbursed | ||||||||||||||||
One- to four-family residential | $ | 9,744 | $ | 3,682 | $ | — | $ | 13,426 | ||||||||
Multi-family residential | — | 26,105 | — | 26,105 | ||||||||||||
Commercial real estate | 1,068 | 9,957 | 6,114 | 17,139 | ||||||||||||
Total disbursed | $ | 10,812 | $ | 39,744 | $ | 6,114 | $ | 56,670 | ||||||||
Undisbursed Commitment | ||||||||||||||||
One- to four-family residential | $ | 7,456 | $ | 6,112 | $ | — | $ | 13,568 | ||||||||
Multi-family residential | — | 9,538 | — | 9,538 | ||||||||||||
Commercial real estate | 381 | 4,978 | 3,532 | 8,891 | ||||||||||||
Total undisbursed | $ | 7,837 | $ | 20,628 | $ | 3,532 | $ | 31,997 | ||||||||
Land Funds Disbursed | ||||||||||||||||
One- to four-family residential | $ | 7,111 | $ | 936 | $ | — | $ | 8,047 | ||||||||
Commercial real estate | — | 6,913 | — | 6,913 | ||||||||||||
Total disbursed for land | $ | 7,111 | $ | 7,849 | $ | — | $ | 14,960 |
During the three months ended September 30, 2017, the Company originated $73.3 million of loans, of which $21.6 million, or 29.5%, were originated in the North Olympic Peninsula, $51.2 million, or 69.7%, in the Puget Sound region of Washington, and $133,000, or 0.2%, in other areas in Washington. During the same period, we originated $19.4 million of one- to four-family residential loans, of which $5.8 million were sold into the secondary market. We continue to focus on increasing lending activities from our HLC with the objective of retaining in our portfolio originations of one- to four-family residential loans in order to meet our loan growth objectives while selling off excess production into the secondary market, which we anticipate would allow us to rely less on the purchase of one- to four-family residential loan pools.
Our allowance for loan losses increased $85,000, or 1.0%, to $8.6 million at September 30, 2017, from $8.5 million at June 30, 2017. The allowance for loan losses as a percentage of total loans remained the same at 1.2% of total loans at both September 30, 2017 and June 30, 2017. There was no material change in our allowance for loan losses as a percentage of total loans during the period as our asset quality and balance of total loans has remained relatively stable. We believe our allowance for loan losses is adequate, with normal fluctuations in the balance of nonperforming assets and other credit quality measures expected as we increase our loan portfolio.
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Loans receivable, excluding loans held for sale, consisted of the following at the dates indicated:
September 30, 2017 | June 30, 2017 | ||||||
(In thousands) | |||||||
Real Estate: | |||||||
One-to-four family | $ | 323,675 | $ | 328,243 | |||
Multi-family | 58,989 | 58,101 | |||||
Commercial real estate | 194,813 | 202,038 | |||||
Construction and land | 81,985 | 71,630 | |||||
Total real estate loans | 659,462 | 660,012 | |||||
Consumer: | |||||||
Home equity | 35,059 | 35,869 | |||||
Other consumer | 23,329 | 21,043 | |||||
Total consumer loans | 58,388 | 56,912 | |||||
Commercial business loans | 16,385 | 17,073 | |||||
Total loans | 734,235 | 733,997 | |||||
Less: | |||||||
Net deferred loan fees | 858 | 904 | |||||
Premium on purchased loans, net | (2,122 | ) | (2,216 | ) | |||
Allowance for loan losses | 8,608 | 8,523 | |||||
Loans receivable, net | $ | 726,891 | $ | 726,786 |
Nonperforming loans decreased $121,000, or 6.3%, to $1.8 million at September 30, 2017, from $1.9 million at June 30, 2017, primarily as a result of a decrease in nonperforming one- to four-family loans of $67,000, commercial real estate loans of $23,000, home equity loans of $21,000, consumer loans of $9,000. Real estate owned and repossessed assets decreased $18,000, or 17.3%, to $86,000 at September 30, 2017 from $104,000 at June 30, 2017. Nonperforming loans to total loans declined to 0.2% at September 30, 2017 from 0.3% at June 30, 2017, and the allowance for loan losses as a percentage of nonperforming loans increased to 479.8% at September 30, 2017 from 445.1% at June 30, 2017.
At September 30, 2017, there were $5.8 million in TDR loans, of which $5.2 million were performing in accordance with their modified payment terms and returned to accrual status. At both September 30, 2017 and June 30, 2017, the balance of classified loans, consisting solely of substandard loans, was $3.3 million.
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The following table represents nonperforming assets at the dates indicated.
September 30, 2017 | June 30, 2017 | ||||||
(In thousands) | |||||||
Nonperforming loans: | |||||||
Real estate loans: | |||||||
One- to four-family | $ | 975 | $ | 1,042 | |||
Commercial real estate | 403 | 426 | |||||
Construction and land | 27 | 28 | |||||
Total real estate loans | 1,405 | 1,496 | |||||
Consumer loans: | |||||||
Home equity | 377 | 398 | |||||
Other | 12 | 21 | |||||
Total consumer loans | 389 | 419 | |||||
Total nonperforming loans | 1,794 | 1,915 | |||||
Real estate owned: | |||||||
One- to four-family | 86 | 86 | |||||
Total real estate owned | 86 | 86 | |||||
Repossessed assets | — | 18 | |||||
Total nonperforming assets | $ | 1,880 | $ | 2,019 | |||
Nonaccrual and 90 days or more past due loans as a percentage of total loans | 0.2 | % | 0.3 | % |
During the three months ended September 30, 2017, total investment securities increased $60.7 million, or 21.6%, to $341.2 million at September 30, 2017, from $280.5 million at June 30, 2017, primarily due to purchases, prepayments, and amortization. Our management made a strategic decision during the quarter ended September 30, 2017 to leverage our capital using a combination of cash received from our growth in customer deposits and additional borrowings from the Federal Home Loan Bank ("FHLB") to purchase various liquid investment securities to generate additional net interest income. The majority of investments purchased during the quarter have variable rates, generally resetting quarterly based on a specified index and margin, and are expected to closely match changes in short-term borrowing rates. The average repricing term of our investment securities portfolio was estimated at 3.5 years as of September 30, 2017, as compared to 4.1 years as of June 30, 2017. We anticipate the variable rate securities purchased as part of this strategy will help to mitigate our interest rate risk and manage price volatility in our investment portfolio. While we expect the results of this strategy will be accretive to earnings and help us to leverage a portion of the capital we hold in excess of well-capitalized levels at this time, we continue to focus on growing our loan portfolio and improving our earning asset mix over the long term.
At September 30, 2017, U.S. government agency issued mortgage-backed securities ("MBS agency") still comprised the largest portion of our investment portfolio at 51.2%, and totaled $197.9 million at September 30, 2017, a decrease during the quarter of $9.2 million, or 4.4%, from $207.1 million at June 30, 2017. Other investment securities were $143.3 million at September 30, 2017, an increase of $70.0 million, or 95.4%, from $73.4 million at June 30, 2017. The increase in investment securities included the purchase of U.S. Agency Mortgage-Backed Securities ("MBS Agency") of $7.5 million, Small Business Administration ("SBA") securities of $31.1 million, corporate issued asset-backed securities ("ABS Corporate") of $12.5 million, corporate issued debt securities ("Corporate Debt") of $19.4 million, and Asset Backed Agency Securities ("ABS Agency") of $14.0 million, partially offset by the sales of MBS Agency securities of $6.7 million, U.S. Government Agency Securities ("US Agency") of $5.1 million and municipal bonds of $4.7 million. As of September 30, 2017, the investment portfolio, including mortgage-backed securities, had an estimated projected average life of 5.3 years compared to 4.7 years as of June 30, 2017, based on the interest rate environment at those times. The investment portfolio contains 84.1% of amortizing securities at September 30, 2017, and the projected average life of our securities may vary due to prepayment activity, which, particularly in the mortgage-backed securities portfolio, is generally affected by changing interest rates. Management continues to focus on improving the mix of earning assets by originating loans and decreasing securities as a percentage of earning assets; however, we may purchase investment securities as a source of additional interest income as part of our leveraging strategy and also in lieu of carrying higher cash
40
balances at nominal interest rates. For additional information, see Note 2 of the Notes to Consolidated Financial Statements contained in Item 1 of this Form 10-Q.
Liabilities. Total liabilities increased $62.4 million, or 6.9%, to $972.4 million at September 30, 2017, from $910.0 million at June 30, 2017, primarily the result of an increase in FHLB borrowings and customer deposits. FHLB borrowings increased $34.3 million, or 44.3%, to $111.7 million at September 30, 2017, from $77.4 million at June 30, 2017, as we utilized FHLB short-term Fed Funds borrowings during the quarter in order to manage our cash flow needs and partially fund the purchase of investment securities. FHLB short-term Fed Funds borrowings increased to $51.7 million at September 30, 2017 from $17.4 million at June 30, 2017, while long-term FHLB advances remained at $60.0 million at both September 30, 2017 and June 30, 2017. Customer deposits increased $27.2 million, or 3.3%, to $850.9 million at September 30, 2017, from $823.8 million at June 30, 2017, the result of an increase of $9.3 million, or 3.8%, in transaction accounts, $19.7 million, or 9.3%, in certificates of deposit, and $4.2 million, or 4.3%, in savings accounts, partially offset by a decrease of $6.0 million, or 2.3%, in money market accounts. Deposit account increases were primarily the result of our continuing efforts to expand commercial and consumer deposit relationships in Silverdale and Bellingham, Washington, as well as within our historic Clallam and Jefferson County, Washington locations.
Equity. Total shareholders' equity increased $207,000 to $177.9 million at September 30, 2017, from $177.7 million at June 30, 2017, mainly the result of net income of $1.8 million, partially offset by decreases in additional paid-in capital of $883,000 as a result of share repurchases during the quarter.
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Comparison of Results of Operations for the Three Months Ended September 30, 2017 and 2016
General. Net income increased $1.1 million, or 172.4%, to $1.8 million for the three months ended September 30, 2017 compared to $651,000 for the three months ended September 30, 2016, primarily as a result of an increase in net interest income of $1.1 million coupled with a $350,000 decline in the provision for loan losses, partially offset by an increase in noninterest expense of $391,000.
Net Interest Income. Net interest income increased $1.1 million to $8.5 million for the three months ended September 30, 2017, from $7.4 million for the three months ended September 30, 2016, primarily the result of an increase in interest income related to an increase in the average volume of loans receivable.
The net interest margin increased 14 basis points to 3.20% for the three months ended September 30, 2017, from 3.06% for the same period in 2016. The net interest margin increased due primarily to an increase in the average balance of total loans receivable earning higher yields than investment alternatives, coupled with an increase in the average yield on investment and mortgage-backed securities. Of the $1.1 million increase in net interest income during the three months ended September 30, 2017 compared to the same period in 2016, $669,000 was the result of an increase in volume and $443,000 was attributable to changes in rates. Loans receivable was the primary contributor to the increase in net interest income with a $1.0 million increase due to volume and $160,000 increase due to rate. The yield on average interest-earning assets increased 23 basis points to 3.79% for the three months ended September 30, 2017, compared to 3.56% for the same period in the prior year, due primarily to the increase in the average balance of loans receivable. The cost of average interest-bearing liabilities increased 11 basis points to 0.79% for the three months ended September 30, 2017, compared to 0.68% for the same period in the prior year, due primarily to an increase in deposit costs to 0.52% for the three months ended September 30, 2017 compared to 0.41% for the same period in 2016.
Interest Income. Total interest income increased $1.5 million, or 17.6%, to $10.0 million for the three months ended September 30, 2017 from $8.5 million for the comparable period in 2016. Interest income on loans increased $1.2 million, or 18.0%, during the three months ended September 30, 2017, primarily reflecting an increase in the average balance of loans receivable to $727.9 million for the three months ended September 30, 2017 from $629.3 million for the three months ended September 30, 2016, combined with a higher average yield of 4.36% for the three months ended September 30, 2017 from 4.27% for the three months ended September 30, 2016.
Interest income on investment securities increased $116,000 to $765,000 for the three months ended September 30, 2017 compared to $649,000 for the three months ended September 30, 2016, primarily the result of an increase in the average balance of $13.6 million, or 14.2%, to $109.4 million for the three months ended September 30, 2017 compared to $95.8 million for the three months ended September 30, 2016. The average yield on investment securities for the three months ended September 30, 2017 increased nine basis points mainly due to increased rates paid on adjustable-rate securities coupled with higher average yields on recent securities purchased as compared to the same period in 2016.
Interest income on mortgage backed securities increased $156,000 to $1.3 million for the three months ended September 30, 2017 compared to $1.1 million for the three months ended September 30, 2016, and the average yield increased to 2.49% for the three months ended September 30, 2017 compared to 2.08% for the same period in 2016, as securities purchased have produced higher yields than those previously held in portfolio and there has been an increase in rates paid on adjustable-rate securities.
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The following table compares average earning asset balances, associated yields, and resulting changes in interest income for the periods shown:
Three Months Ended September 30, | |||||||||||||||||
2017 | 2016 | ||||||||||||||||
Average Balance Outstanding | Yield | Average Balance Outstanding | Yield | Increase/ (Decrease) in Interest Income | |||||||||||||
(Dollars in thousands) | |||||||||||||||||
Loans receivable, net | $ | 727,879 | 4.36 | % | $ | 629,261 | 4.27 | % | $ | 1,209 | |||||||
Investment securities | 109,420 | 2.80 | 95,778 | 2.71 | 116 | ||||||||||||
Mortgage-backed securities | 205,941 | 2.49 | 215,991 | 2.08 | 156 | ||||||||||||
FHLB stock | 5,324 | 2.70 | 3,891 | 3.60 | 1 | ||||||||||||
Interest-bearing deposits in banks | 10,104 | 1.35 | 15,148 | 0.34 | 21 | ||||||||||||
Total interest-earning assets | $ | 1,058,668 | 3.79 | $ | 960,069 | 3.56 | $ | 1,503 |
Interest Expense. Total interest expense increased $391,000, or 32.9%, to $1.6 million for the three months ended September 30, 2017 from $1.2 million for the three months ended September 30, 2016, primarily due to increases in FHLB advances and the average balance and cost of deposits. The rates paid on certificates of deposit increased as the result of targeted promotional efforts in new and existing market areas.
The average balance of interest-bearing deposits increased $66.6 million, or 10.6%, to $698.4 million for the three months ended September 30, 2017 from $631.8 million for the three months ended September 30, 2016, primarily the result of an increase in the average balance of, and interest paid on, certificates of deposit. The average balance of certificates of deposit increased $59.4 million to $223.3 million for the three months ended September 30, 2017 from $163.8 million for the three months ended September 30, 2016, and the average cost increased 14 bps to 1.23% for the three months ended September 30, 2017 as compared to 1.09% for the same period in 2016. Comparing those same periods, the average balance of money market accounts decreased $4.2 million, while the average balances of both transaction and savings accounts increased $5.3 million and $6.2 million, respectively. Increases in the average cost and balances of deposits were primarily the result of pricing promotions and the development of consumer and commercial customer relationships as we continue to focus on increasing our customer deposit base in new and existing markets.
Borrowing costs increased $127,000 to $669,000 for the three months ended September 30, 2017 from $542,000 for the comparable period in 2016 due to a $33.6 million increase in the average balance of FHLB borrowings.
The following table details average balances, cost of funds and the change in interest expense for the periods shown:
Three Months Ended September 30, | |||||||||||||||||
2017 | 2016 | Increase/ (Decrease) in Interest Expense | |||||||||||||||
Average Balance Outstanding | Rate | Average Balance Outstanding | Rate | ||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Savings accounts | $ | 100,718 | 0.06 | % | $ | 94,493 | 0.04 | % | $ | 4 | |||||||
Transaction accounts | 111,675 | 0.01 | 106,412 | 0.02 | — | ||||||||||||
Money market accounts | 262,779 | 0.31 | 267,027 | 0.28 | 19 | ||||||||||||
Certificates of deposit | 223,253 | 1.23 | 163,819 | 1.09 | 241 | ||||||||||||
Borrowings | 101,476 | 2.64 | 67,921 | 3.19 | 127 | ||||||||||||
Total interest-bearing liabilities | $ | 799,901 | 0.79 | $ | 699,672 | 0.68 | $ | 391 |
Provision for Loan Losses. There were no provision for loan losses for the three months ended September 30, 2017 compared to $350,000 for the three months ended September 30, 2016, as loan balances remained relatively stable during the most recent quarter and credit quality continued to improve. In comparison, the provision for loan losses during the same period in 2016 was primarily due to the growth in total loans. Management
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considers the allowance for loan losses at September 30, 2017 to be adequate to cover probable losses inherent in the loan portfolio. While management believes the estimates and assumptions used in its determination of the adequacy of the allowance are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future provisions will not exceed the amount of past provisions or that any increased provisions that may be required will not adversely impact our financial condition and results of operations. In addition, the determination of the amount of our allowance for loan losses is subject to review by bank regulators, as part of the routine examination process, which may result in the establishment of additional reserves based upon their judgment or information available to them at the time of their examination.
The following table details activity and information related to the allowance for loan losses for the periods shown:
Three Months Ended September 30, | |||||||
2017 | 2016 | ||||||
(Dollars in thousands) | |||||||
Net charge-offs | $ | 85 | $ | 93 | |||
Allowance for loan losses | 8,608 | 7,682 | |||||
Allowance for losses as a percentage of total gross loans receivable at the end of this period | 1.2 | % | 1.2 | % | |||
Total nonaccruing loans | 1,794 | 2,865 | |||||
Allowance for loan losses as a percentage of nonaccrual loans at end of period | 479.8 | % | 268.1 | % | |||
Nonaccrual and 90 days or more past due loans as a percentage of total loans | 0.2 | % | 0.4 | % | |||
Total loans | $ | 734,235 | $ | 670,175 |
Noninterest Income. Noninterest income increased $254,000, or 17.6%, to $1.7 million for the three months ended September 30, 2017, from $1.4 million for the three months ended September 30, 2016, due to an increase in the net gain on sale of investment securities of $136,000, an increase in the gain on sale of loans of $108,000, and an increase in mortgage servicing fees, net of amortization of $51,000, partially offset by decreases in other income of $29,000 and the cash surrender value of BOLI of $12,000. The gain on sale of investment securities during the most recent quarter was the result of the sale of certain investment securities at gains used to offset securities sold at losses as we repositioned the portfolio as part of our leverage strategy. The increase in gain on sale of loans was the result of one- to four-family residential loans originated and sold during the most recent quarter.
The following table provides a detailed analysis of the changes in the components of noninterest income for the periods shown:
Three Months Ended September 30, | Increase (Decrease) | |||||||||||||
2017 | 2016 | Amount | Percent | |||||||||||
(Dollars in thousands) | ||||||||||||||
Loan and deposit service fees | $ | 913 | $ | 913 | $ | — | — | % | ||||||
Mortgage servicing fees, net of amortization | 114 | 63 | 51 | 81.0 | ||||||||||
Net gain on sale of loans | 377 | 269 | 108 | 40.1 | ||||||||||
Net gain on sale of investment securities | 136 | — | 136 | 100.0 | ||||||||||
Increase in cash surrender value of bank-owned life insurance | 158 | 170 | (12 | ) | (7.1 | ) | ||||||||
Other income | — | 29 | (29 | ) | (100.0 | ) | ||||||||
Total noninterest income | $ | 1,698 | $ | 1,444 | $ | 254 | 17.6 | % |
Noninterest Expense. Noninterest expense increased $347,000, or 4.7%, to $7.8 million for the three months ended September 30, 2017, compared to $7.5 million for the same period in 2016, primarily as a result of an increase in compensation and benefits expense of $306,000. Compensation and benefits expense increased as a result of additional expenses related to stock awards, adding staff to manage the growth of our operations, providing for annual merit increases, and rewarding our staff and management for performance through incentive programs and sales commissions. In addition, occupancy and equipment expenses increased due to our branch and HLC
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expansion and growth as well as increased general operating expenses as we updated and improved our technology and infrastructure in support of prudent and sustainable growth. Data processing costs decreased and professional fees increased as we continued to use external consultants and services to assist with certain matters related to our business.
The following table provides an analysis of the changes in the components of noninterest expense for the periods shown:
Three Months Ended September 30, | Increase (Decrease) | |||||||||||||
2017 | 2016 | Amount | Percent | |||||||||||
(Dollars in thousands) | ||||||||||||||
Compensation and benefits | $ | 4,466 | $ | 4,160 | $ | 306 | 7.4 | % | ||||||
Real estate owned and repossessed assets expense (income), net | 8 | 39 | (31 | ) | (79.5 | ) | ||||||||
Data processing | 604 | 764 | (160 | ) | (20.9 | ) | ||||||||
Occupancy and equipment | 1,022 | 897 | 125 | 13.9 | ||||||||||
Supplies, postage, and telephone | 211 | 150 | 61 | 40.7 | ||||||||||
Regulatory assessments and state taxes | 128 | 134 | (6 | ) | (4.5 | ) | ||||||||
Advertising | 142 | 129 | 13 | 10.1 | ||||||||||
Professional fees | 466 | 357 | 109 | 30.5 | ||||||||||
FDIC insurance premium | 69 | 119 | (50 | ) | (42.0 | ) | ||||||||
Other | 691 | 711 | (20 | ) | (2.8 | ) | ||||||||
Total | $ | 7,807 | $ | 7,460 | $ | 347 | 4.7 | % |
Provision for Income Tax. An income tax expense of $581,000 was recorded for the three months ended September 30, 2017 compared to $334,000 for the three months ended September 30, 2016, generally due to an increase in income before taxes of $1.4 million. For additional information, see Note 5 of the Notes to Consolidated Financial Statements contained in Item 1 of this Form 10-Q.
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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. Also presented are the weighted average yields on interest-earning assets, rates paid on interest-bearing liabilities and the resultant spread at September 30, 2017 and 2016. Income and all average balances are monthly average balances, which management deems to be not materially different than daily averages. Nonaccruing loans have been included in the table as loans carrying a zero yield.
At September 30, 2017 | Three Months Ended September 30, | |||||||||||||||||||||||
2017 | 2016 | |||||||||||||||||||||||
Yield/ Rate | Average Balance Outstanding | Interest Earned/ Paid | Yield/ Rate | Average Balance Outstanding | Interest Earned/ Paid | Yield/ Rate | ||||||||||||||||||
Interest-earning assets: | (Dollars in thousands) | |||||||||||||||||||||||
Loans receivable, net (1) | 4.35 | % | $ | 727,879 | $ | 7,928 | 4.36 | % | $ | 629,261 | $ | 6,719 | 4.27 | % | ||||||||||
Investment securities | 2.29 | 109,420 | 765 | 2.80 | 95,778 | 649 | 2.71 | |||||||||||||||||
Mortgage-backed securities | 2.66 | 205,941 | 1,280 | 2.49 | 215,991 | 1,124 | 2.08 | |||||||||||||||||
FHLB dividends | 2.50 | 5,324 | 36 | 2.70 | 3,891 | 35 | 3.60 | |||||||||||||||||
Interest-bearing deposits in banks | 0.99 | 10,104 | 34 | 1.35 | 15,148 | 13 | 0.34 | |||||||||||||||||
Total interest-earning assets (2) | 3.72 | 1,058,668 | 10,043 | 3.79 | 960,069 | 8,540 | 3.56 | |||||||||||||||||
Interest-bearing liabilities: | ||||||||||||||||||||||||
Savings accounts | 0.05 | $ | 100,718 | $ | 14 | 0.06 | $ | 94,493 | 10 | 0.04 | ||||||||||||||
Transaction accounts | 0.01 | 111,675 | 4 | 0.01 | 106,412 | 4 | 0.02 | |||||||||||||||||
Money market accounts | 0.31 | 262,779 | 206 | 0.31 | 267,027 | 187 | 0.28 | |||||||||||||||||
Certificates of deposit | 1.26 | 223,253 | 687 | 1.23 | 163,819 | 446 | 1.09 | |||||||||||||||||
Total deposits | 0.45 | 698,425 | 911 | 0.52 | 631,751 | 647 | 0.41 | |||||||||||||||||
Borrowings | 2.57 | 101,476 | 669 | 2.64 | 67,921 | 542 | 3.19 | |||||||||||||||||
Total interest-bearing liabilities | 0.70 | 799,901 | 1,580 | 0.79 | 699,672 | 1,189 | 0.68 | |||||||||||||||||
Net interest income | $ | 8,463 | $ | 7,351 | ||||||||||||||||||||
Net interest rate spread | 3.02 | 3.00 | 2.88 | |||||||||||||||||||||
Net earning assets | $ | 258,767 | $ | 260,397 | ||||||||||||||||||||
Net interest margin (3) | 3.20 | 3.06 | ||||||||||||||||||||||
Average interest-earning assets to average interest-bearing liabilities | 132.3 | % | 137.2 | % | ||||||||||||||||||||
(1) The average loans receivable, net balances include nonaccruing loans. (2) Includes interest-bearing deposits (cash) at other financial institutions. (3) Net interest income divided by average interest-earning assets. |
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Rate/Volume Analysis
The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the changes related to outstanding balances and changes in interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.
Three Months Ended | |||||||||||
September 30, 2017 vs. 2016 | |||||||||||
Increase (Decrease) Due to | Total Increase | ||||||||||
Volume | Rate | (Decrease) | |||||||||
(In thousands) | |||||||||||
Interest earning assets: | |||||||||||
Loans receivable, net | $ | 1,049 | $ | 160 | $ | 1,209 | |||||
Investments | 39 | 233 | 272 | ||||||||
FHLB stock | 13 | (12 | ) | 1 | |||||||
Other(1) | (4 | ) | 25 | 21 | |||||||
Total interest-earning assets | $ | 1,097 | $ | 406 | $ | 1,503 | |||||
Interest-bearing liabilities: | |||||||||||
Savings accounts | $ | 1 | $ | 3 | $ | 4 | |||||
Interest-bearing transaction accounts | 1 | (1 | ) | — | |||||||
Money market accounts | (3 | ) | 22 | 19 | |||||||
Certificates of deposit | 162 | 79 | 241 | ||||||||
Borrowings | 267 | (140 | ) | 127 | |||||||
Total interest-bearing liabilities | $ | 428 | $ | (37 | ) | $ | 391 | ||||
Net change in interest income | $ | 669 | $ | 443 | $ | 1,112 | |||||
(1) Includes interest-bearing deposits (cash) at other financial institutions. |
Off-Balance Sheet Activities
In the normal course of operations, First Federal engages in a variety of financial transactions that are not recorded in the financial statements. These transactions involve varying degrees of off-balance sheet credit, interest rate and liquidity risks. These transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments and lines of credit. For the three months ended September 30, 2017 and the year ended June 30, 2017, we engaged in no off-balance sheet transactions likely to have a material effect on the financial condition, results of operations or cash flows.
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Contractual Obligations
At September 30, 2017, our scheduled maturities of contractual obligations were as follows:
Within 1 Year | After 1 Year Through 3 Years | After 3 Years Through 5 Years | Beyond 5 Years | Total Balance | |||||||||||||||
(In thousands) | |||||||||||||||||||
Certificates of deposit | $ | 120,708 | $ | 91,726 | $ | 18,738 | $ | 21 | $ | 231,193 | |||||||||
FHLB advances | 51,657 | 40,000 | 20,000 | 111,657 | |||||||||||||||
Operating leases | 310 | 510 | 428 | 1,695 | 2,943 | ||||||||||||||
Borrower taxes and insurance | 1,964 | — | — | — | 1,964 | ||||||||||||||
Deferred compensation | 91 | 74 | 29 | 431 | 625 | ||||||||||||||
Total contractual obligations | $ | 174,730 | $ | 132,310 | $ | 39,195 | $ | 2,147 | $ | 348,382 |
Commitments and Off-Balance Sheet Arrangements
The following table summarizes our commitments and contingent liabilities with off-balance sheet risks as of September 30, 2017:
Amount of Commitment Expiration | |||||||||||||||||||
Within 1 Year | After 1 Year Through 3 Years | After 3 Years Through 5 Years | Beyond 5 Years | Total Amounts Committed | |||||||||||||||
(In thousands) | |||||||||||||||||||
Commitments to originate loans: | |||||||||||||||||||
Fixed-rate | $ | 110 | $ | — | $ | — | $ | — | $ | 110 | |||||||||
Adjustable-rate | 25 | — | — | — | 25 | ||||||||||||||
Unfunded commitments under lines of credit or existing loans | 31,884 | 12,363 | 3,849 | 42,608 | 90,704 | ||||||||||||||
Standby letters of credit | 124 | 59 | — | — | 183 | ||||||||||||||
Total commitments | $ | 32,143 | $ | 12,422 | $ | 3,849 | $ | 42,608 | $ | 91,022 |
Liquidity Management
Liquidity is the ability to meet current and future financial obligations of a short-term and long-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of securities and borrowings from the FHLB. While maturities and scheduled amortization of loans and securities are usually predictable sources of funds, deposit flows, calls of investment securities and borrowed funds, and prepayments on loans and investment securities are greatly influenced by general interest rates, economic conditions and competition, which can cause those sources of funds to fluctuate.
Management regularly adjusts investments in liquid assets based upon an assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities, and the objectives of our interest-rate risk and investment policies.
Our most liquid assets are cash and cash equivalents followed by available for sale securities. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At September 30, 2017, cash and cash equivalents totaled $25.0 million. Securities classified as available-for-sale provide additional sources of liquidity and had a market value of $290.2 million at September 30, 2017. In addition, at September 30, 2017, we had FHLB stock of $5.7 million and have pledged collateral to support borrowings from the FHLB of $111.7 million. We have also established a borrowing arrangement with the Federal Reserve Bank of San Francisco; however, since no collateral has been pledged as of September 30, 2017, we are currently unable to borrow funds under that borrowing arrangement.
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At September 30, 2017, we had $135,000 in loan commitments outstanding and an additional $90.9 million in undisbursed loans and standby letters of credit, including $50.8 million in undisbursed construction loan commitments.
Certificates of deposit due within one year of September 30, 2017 totaled $120.7 million, or 52.2% of certificates of deposit. The large percentage of certificates of deposit that mature within one year reflects customers' hesitancy to invest their funds for longer periods at historically low interest rates. Management believes, based on past experience, that a significant portion of our certificates of deposit will be renewed or rolled into money market accounts. If these maturing deposits are not renewed, however, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. We have the ability to attract and retain deposits by adjusting the interest rates offered. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on certificates of deposit. In addition, we believe that our branch network, which is presently comprised of 12 banking locations, including our HLC, located throughout our market area, and the general cash flows from our existing lending and investment activities, will afford us sufficient long-term liquidity. For additional information, see the Consolidated Statements of Cash Flows in Item 1 of this Form 10-Q.
The Company is a separate legal entity from the Bank and provides for its own liquidity to pay its operating expenses and other financial obligations. At September 30, 2017, the Company (on an unconsolidated basis) had liquid assets of $24.0 million.
Capital Resources
At September 30, 2017, shareholders' equity totaled $177.9 million, or 15.5% of total assets. Our book value per share of common stock was $15.03 at September 30, 2017, compared to $14.93 at June 30, 2017. Consistent with our goals to operate a sound and profitable organization, our policy for First Federal is to maintain its “well-capitalized” status in accordance with regulatory standards.
At September 30, 2017, the Bank and consolidated Company exceeded all regulatory capital requirements, and the Bank was considered "well capitalized" under FDIC regulatory capital guidelines.
The following table provides the capital requirements and actual results at September 30, 2017.
Actual | Minimum Capital Requirements | Minimum Required to be Well-Capitalized | ||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Tier I leverage capital (to average assets) | ||||||||||||||||||||
Bank only | $ | 141,724 | 12.8 | % | $ | 44,169 | 4.0 | % | $ | 55,211 | 5.0 | % | ||||||||
Consolidated company | 178,602 | 15.8 | 45,199 | 4.0 | 56,498 | 5.0 | ||||||||||||||
Common equity tier I (to risk-weighted assets) | ||||||||||||||||||||
Bank only | 141,724 | 18.8 | 33,907 | 4.5 | 48,976 | 6.5 | ||||||||||||||
Consolidated company | 178,602 | 23.6 | 34,058 | 4.5 | 49,195 | 6.5 | ||||||||||||||
Tier I risk-based capital (to risk-weighted assets) | ||||||||||||||||||||
Bank only | 141,724 | 18.8 | 45,209 | 6.0 | 60,278 | 8.0 | ||||||||||||||
Consolidated company | 178,602 | 23.6 | 45,411 | 6.0 | 60,548 | 8.0 | ||||||||||||||
Total risk-based capital (to risk-weighted assets) | ||||||||||||||||||||
Bank only | 150,552 | 20.0 | 60,278 | 8.0 | 75,348 | 10.0 | ||||||||||||||
Consolidated company | 187,430 | 24.8 | 60,548 | 8.0 | 75,685 | 10.0 | ||||||||||||||
In addition to the minimum common equity Tier 1 ("CET1"), Tier 1 and total capital ratios, the Bank now has to maintain a capital conservation buffer consisting of additional CET1 capital above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. This new capital conservation buffer requirement began to be phased in starting in January 2016 at 0.625% of risk-weighted assets
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and will increase each year until fully implemented to an amount equal to 2.5% of risk-weighted assets in January 2019.
Effect of Inflation and Changing Prices
The consolidated financial statements and related financial data presented in this report have been prepared according to generally accepted accounting principles in the United States, which require the measurement of financial and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs and the effect that general inflation may have on both short-term and long-term interest rates. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution's performance than do general levels of inflation. Although inflation expectations do affect interest rates, interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There has not been any material change in the market risk disclosures contained in First Northwest Bancorp’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
An evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of the Company's Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer), and other members of the Company's management team as of the end of the period covered by this quarterly report. The Company's Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2017, the Company's disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
(b) Changes in Internal Controls.
There have been no changes in the Company's internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that occurred during the quarter ended September 30, 2017, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
The Company intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company's business. While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures. The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent every error or instance of fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns in controls or procedures can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls become inadequate because of changes in
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conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company is engaged in legal proceedings in the ordinary course of business, none of which are currently considered to have a material impact on the Company’s financial position or results of operations.
Item 1A. Risk Factors
For information regarding the Company’s risk factors, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017. As of September 30, 2017, the risk factors of the Company have not changed materially from those disclosed in the Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) | Not applicable. |
(b) | Not applicable. |
(c) The following table summarizes common stock repurchases during the three months ended September 30, 2017:
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Repurchased as Part of Publicly Announced Plans | Maximum Number of Shares that May Yet Be Repurchased Under the Plans | |||||||||
July 1, 2017 - July 31, 2017 | — | $ | — | — | 235,556 | ||||||||
August 1, 2017 - August 31, 2017 | 54,700 | 15.87 | 54,700 | 180,856 | |||||||||
September 1, 2017 - September 30, 2017 | 42,200 | 15.72 | 42,200 | 1,166,659 | |||||||||
Total | 96,900 | $ | 15.81 | 96,900 |
On September 27, 2016, the Company announced that its Board of Directors had authorized the repurchase of up to 1,300,756 shares, or approximately 10% of its shares of common stock issued and outstanding as of September 30, 2016. The repurchase program permits shares to be repurchased in the open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with the SEC's Rule 10b5-1. The Company repurchased 1,162,100 shares, or approximately 8.9%, of its common stock through this repurchase program which ended on September 27, 2017.
On September 26, 2017, the Board of Directors authorized the repurchase of up to 1,166,659 shares, or approximately 10% of its shares of common stock issued and outstanding as of September 18, 2017. The repurchase program permits shares to be repurchased in the open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with the SEC's Rule 10b5-1.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
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Item 6. Exhibits
3.1 | |
3.2 | Bylaws (1) |
4.1 | |
10.1 | |
10.2 | |
10.3 | |
10.4 | |
10.5 | |
31.1 | |
31.2 | |
32 | |
101 | The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated Statements of Comprehensive Income ; (4) Consolidated Statements of Cash Flows; and (5) Selected Notes to Consolidated Financial Statements |
___________________
(1) | Filed as an exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-185101) and incorporated herein by reference. |
(2) | Filed as an exhibit to the Company's Report on Form 8-K filed August 3, 2015 (File No. 001-36741) and incorporated herein by reference. |
(3) | Filed as an exhibit to the Company's Report on Form 8-K filed August 27, 2015 (File No. 001-36741) and incorporated herein by reference. |
(4) | Filed as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on September 25, 2015 (File No. 001-36741) and incorporated herein by reference. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FIRST NORTHWEST BANCORP | |
Date: November 8, 2017 | /s/ Laurence J. Hueth |
Laurence J. Hueth | |
President, Chief Executive Officer and Director | |
(Principal Executive Officer) | |
Date: November 8, 2017 | /s/ Regina M. Wood |
Regina M. Wood | |
Executive Vice President and Chief Financial Officer | |
(Principal Financial and Accounting Officer) |
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EXHIBIT INDEX
31.1 | |
31.2 | |
32 | |
101 | The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated Statements of Comprehensive Income ; (4) Consolidated Statements of Cash Flows; and (5) Selected Notes to Consolidated Financial Statements |
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