Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
TIMBERLAND BANCORP, INC. AND SUBSIDIARY
Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm 74
Consolidated Balance Sheets as of September 30, 2021 and 2020 76
Consolidated Statements of Income for the Years Ended
September 30, 2021, 2020 and 2019 78
Consolidated Statements of Comprehensive Income for the
Years Ended September 30, 2021, 2020 and 2019 80
Consolidated Statements of Shareholders' Equity for the
Years Ended September 30, 2021, 2020 and 2019 81
Consolidated Statements of Cash Flows for the Years Ended
September 30, 2021, 2020 and 2019 83
Notes to Consolidated Financial Statements 85
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Timberland Bancorp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Timberland Bancorp, Inc. and Subsidiary (collectively, "the Company") as of September 30, 2021 and 2020, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended September 30, 2021, and the related notes (collectively referred to as "the financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2021, in conformity with accounting principles generally accepted in the United States of America (U.S.).
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to an account or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Allowance for Loan Losses
Critical Audit Matter Description
As described in Notes 1 and 5 to the financial statements, the Company's allowance for loan losses (ALL) is a valuation account that reflects the estimated loan losses based on known and inherent risks in the loan portfolio to
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the extent they are both probable and reasonable to estimate. The ALL was approximately $13,469,000 as of September 30, 2021, which consists of specific and general components in the amounts of $247,000 and $13,222,000, respectively.
The specific component relates to loans that are classified as impaired. The Company measures impairment and the related asset specific allowance for impaired loans based on the difference between the recorded investment of the loan and the present value of the expected future cash flows, discounted at the original effective interest rate of the loan. However, if the loan is collateral-dependent, the Company measures impairment based upon the fair value of the underlying collateral, which the Company determines based on the current fair value of the collateral less estimated selling costs. Loans are identified as collateral-dependent if the Company believes that collateral is the sole source of repayment.
The general component is based on historical losses, general economic conditions, and other qualitative risk factors – both internal and external to the Company. The historical loss ratio and valuation allowance are established for each pool of similar loans and updated periodically based on actual charge-off experience and current events. The qualitative risk factors are generally determined by evaluating, among other things: (i) lending
policies and procedures, including underwriting standards and collection, charge-off, and recovery practices; (ii) national and local economic trends and conditions; (iii) nature and volume of the portfolio and terms of loans; (iv) experience, ability, and depth of lending management and staff; (v) volume and severity of past due, classified, and nonaccrual loans, as well as other loan modifications; (vi) quality of the Company's loan review system; (vii) existence and effect of any concentrations of credit and changes in the level of such concentrations; (viii) changes in the value of underlying collateral, and (ix) other external factors such as competition and legal and regulatory requirements. The evaluation of the qualitative factor adjustments requires a significant amount of judgment by management and involves a high degree of subjectivity.
We identified the ALL as a critical audit matter, as auditing the underlying qualitative factors required significant auditor judgment given that amounts determined by management rely on analysis that is highly subjective and includes significant estimation uncertainty.
How the Critical Audit Matter Was Addressed in the Audit
The primary audit procedures we performed to address this critical audit matter included the following, among others:
• We obtained an understanding of the relevant controls related to management’s establishment of the qualitative factors, assessment, and review and approval of the qualitative factors, and the data used in determining the qualitative factors.
• We obtained an understanding of how management developed the estimates and related assumptions, including:
◦ Testing completeness and accuracy of key data inputs used in forming assumptions or calculations and testing the reliability of the underlying data on which these factors are based by comparing information to source documents and external information sources, as well as evaluating the estimated correlation to potential loss.
◦ Evaluating the reasonableness of the qualitative factors established by management as compared to the underlying internal or external information sources.
• We obtained an understanding of the loans excluded from the general component calculation for propriety of classification as acquired or impaired loans.
/s/ Delap LLP
We have served as the Company's auditors since 2010.
Lake Oswego, Oregon
December 8, 2021
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Consolidated Balance Sheets
(Dollars in Thousands, Except Per Share Amounts)
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
2021 2020
Assets
Cash and cash equivalents:
Cash and due from financial institutions $ 26,316 $ 21,877
Interest-bearing deposits in banks 553,880 292,575
Total cash and cash equivalents 580,196 314,452
Certificates of deposit (“CDs”) held for investment (at cost, which
approximates fair value) 28,482 65,545
Investment securities held to maturity, at amortized cost (estimated fair value $ 70,109 and $ 29,827 )
69,102 27,890
Investment securities available for sale, at fair value 63,176 57,907
Investments in equity securities, at fair value 955 977
Federal Home Loan Bank of Des Moines (“FHLB”) stock 2,103 1,922
Other investments, at cost 3,000 3,000
Loans held for sale 3,217 4,509
Loans receivable, net of allowance for loan losses of $ 13,469 and $ 13,414
968,454 1,013,875
Premises and equipment, net 22,367 23,035
Other real estate owned (“OREO”) and other repossessed assets, net 157 1,050
Accrued interest receivable 3,745 4,484
Bank owned life insurance (“BOLI”) 22,193 21,596
Goodwill 15,131 15,131
Core deposit intangible (“CDI”), net 1,264 1,625
Loan servicing rights, net 3,482 3,095
Operating lease right-of-use ("ROU") assets 2,283 2,587
Other assets 2,873 3,298
Total assets $ 1,792,180 $ 1,565,978
Liabilities and shareholders’ equity
Liabilities
Deposits:
Non-interest-bearing demand $ 535,212 $ 441,889
Interest-bearing 1,035,343 916,517
Total deposits 1,570,555 1,358,406
Operating lease liabilities 2,359 2,630
FHLB borrowings 5,000 10,000
Other liabilities and accrued expenses 7,367 7,312
Total liabilities 1,585,281 1,378,348
Commitments and contingencies (See Note 17)
See notes to consolidated financial statements
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Consolidated Balance Sheets (continued)
(Dollars in Thousands, Except Per Share Amounts)
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Shareholders’ equity 2021 2020
Preferred stock, $ 0.01 par value; 1,000,000 shares authorized; none issued
$ — $ —
Common stock, $ 0.01 par value; 50,000,000 shares authorized;
8,355,469 shares issued and outstanding - September 30, 2021
8,310,793 shares issued and outstanding - September 30, 2020
42,673 42,396
Retained earnings 164,167 145,173
Accumulated other comprehensive income 59 61
Total shareholders’ equity 206,899 187,630
Total liabilities and shareholders’ equity $ 1,792,180 $ 1,565,978
See notes to consolidated financial statements
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Consolidated Statements of Income
(Dollars in Thousands, Except Per Share Amounts)
Timberland Bancorp, Inc. and Subsidiary
Years Ended September 30, 2021, 2020 and 2019
2021 2020 2019
Interest and dividend income
Loans receivable and loans held for sale $ 52,539 $ 51,341 $ 49,127
Investment securities 1,195 1,579 1,264
Dividends from mutual funds, FHLB stock and other investments 111 128 162
Interest-bearing deposits in banks and CDs 1,117 2,535 5,172
Total interest and dividend income 54,962 55,583 55,725
Interest expense
Deposits 3,013 4,635 4,565
FHLB borrowings 91 66 —
Total interest expense 3,104 4,701 4,565
Net interest income 51,858 50,882 51,160
Provision for loan losses — 3,700 —
Net interest income after provision for loan losses 51,858 47,182 51,160
Non-interest income
Recoveries on investment securities 20 120 71
Adjustment for portion of other than temporary impairment ("OTTI") transferred from other comprehensive income (loss) (before income taxes)
— — ( 12 )
Net recoveries on investment securities 20 120 59
Gain on sales of investment securities, net — — 47
Service charges on deposits 3,911 4,147 4,904
ATM and debit card interchange transaction fees 5,084 4,378 4,036
BOLI net earnings 597 591 1,641
Gain on sales of loans, net 5,904 5,979 1,754
Escrow fees 290 273 197
Servicing income on loans sold 7 193 466
Valuation recovery (allowance) on loan servicing rights, net 110 ( 221 ) ( 4 )
Fee income from non-deposit investment sales 23 22 46
Other, net 1,215 1,706 1,195
Total non-interest income, net 17,161 17,188 14,341
See notes to consolidated financial statements
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Consolidated Statements of Income (continued)
(Dollars in Thousands, Except Per Share Amounts)
Timberland Bancorp, Inc. and Subsidiary
Years Ended September 30, 2021, 2020 and 2019
2021 2020 2019
Non-interest expense
Salaries and employee benefits $ 18,750 $ 18,351 $ 18,545
Premises and equipment 3,942 3,962 3,831
Loss (gain) on sales/dispositions of premises and equipment, net
— ( 98 ) 7
Advertising 625 631 696
OREO and other repossessed assets, net ( 87 ) 276 221
ATM and debit card interchange transaction fees 1,831 1,628 1,583
Postage and courier 587 568 514
Amortization of CDI 361 406 452
State and local taxes 1,088 998 873
Professional fees 1,006 1,107 1,019
Federal Deposit Insurance Corporation ("FDIC") insurance
415 204 187
Loan administration and foreclosure 471 448 382
Data processing and telecommunications 2,510 2,285 3,707
Deposit operations 1,091 1,114 1,358
Other 2,001 2,183 2,205
Total non-interest expense, net 34,591 34,063 35,580
Income before income taxes 34,428 30,307 29,921
Provision for income taxes 6,845 6,038 5,901
Net income $ 27,583 $ 24,269 $ 24,020
Net income per common share
Basic $ 3.31 $ 2.91 $ 2.89
Diluted $ 3.27 $ 2.88 $ 2.84
See notes to consolidated financial statements
79
Consolidated Statements of Comprehensive Income
(Dollars in Thousands)
Timberland Bancorp, Inc. and Subsidiary
Years Ended September 30, 2021, 2020 and 2019
2021 2020 2019
Comprehensive income
Net income $ 27,583 $ 24,269 $ 24,020
Other comprehensive income (loss)
Unrealized holding gain (loss) on investment securities available for sale, net of income taxes of $( 2 ), $( 1 ), and $ 23 , respectively
( 12 ) ( 3 ) 85
Change in OTTI on investment securities held to maturity, net of income taxes:
Adjustments related to other factors for which OTTI was previously recognized, net of income taxes of $ 1 , $( 1 ), and $( 1 ), respectively
2 ( 3 ) ( 3 )
Amount reclassified to credit loss for previously recorded
market loss, net of income taxes of $ 0 , $ 0 , and $ 3 , respectively
— — 9
Accretion of OTTI on investment securities held to maturity, net of income taxes of $ 2 , $ 4 , and $ 6 , respectively
8 17 25
Total other comprehensive income (loss), net of income taxes
( 2 ) 11 116
Total comprehensive income $ 27,581 $ 24,280 $ 24,136
See notes to consolidated financial statements
80
Consolidated Statements of Shareholders’ Equity
(Dollars in Thousands, Except Per Share Amounts)
Timberland Bancorp, Inc. and Subsidiary
Years Ended September 30, 2021, 2020 and 2019
Common Stock Unearned
Shares Issued to
Employee Stock Ownership Plan ("ESOP") Accumulated
Other
Comprehensive
Income (Loss)
Number of Shares Amount Retained
Earnings Total
Balance, September 30, 2018 7,401,177 $ 14,394 $ ( 133 ) $ 110,525 $ ( 129 ) $ 124,657
Net income — — — 24,020 — 24,020
Other comprehensive income — — — — 116 116
Repurchase of common stock ( 20,440 ) ( 499 ) — — — ( 499 )
Common stock issued for business combination 904,826 28,267 — — — 28,267
Exercise of stock options 43,856 401 — — — 401
Common stock dividends ($ 0.78 per common share)
— — — ( 6,495 ) — ( 6,495 )
Earned ESOP shares, net of income taxes — 308 133 — — 441
Stock option compensation expense — 159 — — — 159
Adoption of Accounting Standards Update ("ASU") 2016-01 — — — ( 63 ) 63 —
Balance, September 30, 2019 8,329,419 43,030 — 127,987 50 171,067
Net income — — — 24,269 — 24,269
Other comprehensive income — — — — 11 11
Repurchase of common stock ( 56,601 ) ( 1,238 ) — — — ( 1,238 )
Exercise of stock options 37,975 391 — — — 391
Common stock dividends ($ 0.85 per common share)
— — — ( 7,083 ) — ( 7,083 )
Earned ESOP shares, net of income taxes — 31 — — — 31
Stock option compensation expense — 182 — — — 182
Balance, September 30, 2020 8,310,793 42,396 — 145,173 61 187,630
See notes to consolidated financial statements
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Consolidated Statements of Shareholders’ Equity (continued)
(Dollars in Thousands, Except Per Share Amounts)
Timberland Bancorp, Inc. and Subsidiary
Years Ended September 30, 2021, 2020 and 2019
Common Stock Accumulated
Other
Comprehensive
Income (Loss)
Number of Shares Amount Retained
Earnings Total
Balance, September 30, 2020 8,310,793 $ 42,396 $ 145,173 $ 61 $ 187,630
Net income — — 27,583 — 27,583
Other comprehensive loss — — — ( 2 ) ( 2 )
Repurchase of common stock ( 19,588 ) ( 527 ) — — ( 527 )
Exercise of stock options 64,264 631 — — 631
Common stock dividends ($ 1.03 per common share)
— — ( 8,589 ) — ( 8,589 )
Stock option compensation expense — 173 — — 173
Balance, September 30, 2021 8,355,469 $ 42,673 $ 164,167 $ 59 $ 206,899
See notes to consolidated financial statements
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Consolidated Statements of Cash Flows
(Dollars in Thousands)
Timberland Bancorp, Inc. and Subsidiary
Years Ended September 30, 2021, 2020 and 2019
2021 2020 2019
Cash flows from operating activities
Net income $ 27,583 $ 24,269 $ 24,020
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 1,563 1,572 1,604
Deferred income taxes 275 76 703
Amortization of CDI 361 406 452
Earned ESOP shares — 31 441
Accretion of discount on purchased loans ( 340 ) ( 597 ) ( 645 )
Stock option compensation expense 173 182 159
Gain on sales of investment securities — — ( 47 )
Net recoveries on investment securities ( 20 ) ( 120 ) ( 59 )
Change in fair value of investments in equity securities 22 ( 19 ) ( 41 )
Gain on sales of OREO and other repossessed assets, net ( 92 ) ( 35 ) ( 89 )
Amortization (accretion) of discounts and premiums on securities 118 ( 183 ) 167
Provision for OREO losses — 173 24
Gain on sales of loans, net ( 5,904 ) ( 5,979 ) ( 1,754 )
Loss (gain) on sales/dispositions of premises and equipment, net — ( 98 ) 7
Provision for loan losses — 3,700 —
Loans originated for sale ( 133,006 ) ( 153,446 ) ( 70,132 )
Proceeds from sales of loans 140,202 160,987 67,600
Amortization of loan servicing rights 1,111 838 646
Valuation adjustment on loan servicing rights, net ( 110 ) 221 8
BOLI net earnings ( 597 ) ( 591 ) ( 613 )
BOLI death benefit in excess of cash surrender value — — ( 1,028 )
Increase (decrease) in deferred loan origination fees ( 1,293 ) 3,637 161
Net change in accrued interest receivable and other assets, and other liabilities and accrued expenses
( 411 ) ( 1,168 ) ( 3,476 )
Net cash provided by operating activities 29,635 33,856 18,108
Cash flows from investing activities
Net decrease (increase) in CDs held for investment 37,063 12,801 ( 12,083 )
Purchase of investment securities held to maturity ( 53,049 ) ( 10,255 ) ( 13,166 )
Purchase of investment securities available for sale ( 18,698 ) ( 41,212 ) ( 20,909 )
Proceeds from maturities and prepayments of investment securities
held to maturity
12,004 13,818 11,784
Proceeds from maturities and prepayments of investment securities available for sale
13,162 5,802 1,412
Proceeds from sale of investment securities held to maturity — — 2,937
Proceeds from sales of investment securities available for sale — — 2,332
Purchase of FHLB stock ( 181 ) ( 485 ) ( 42 )
Decrease (increase) in loans receivable, net 47,054 ( 133,953 ) ( 39,536 )
Purchase of premises and equipment ( 895 ) ( 1,986 ) ( 2,151 )
Proceeds from sales of OREO and other repossessed assets 985 495 613
Proceeds from sales/dispositions of premises and equipment — 307 —
Proceeds from death benefit on BOLI — — 3,078
Cash acquired, net of cash consideration paid in business combination — — 14,284
Escrow deposit for business combination — — 6,900
Net cash provided by (used in) investing activities 37,445 ( 154,668 ) ( 44,547 )
S ee notes to consolidated financial statements
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Consolidated Statements of Cash Flows (continued)
(Dollars in Thousands)
Timberland Bancorp, Inc. and Subsidiary
Years Ended September 30, 2021, 2020 and 2019
2021 2020 2019
Cash flows from financing activities
Net increase in deposits
$ 212,149 $ 290,179 $ 27,183
Proceeds from (repayment of) FHLB borrowings ( 5,000 ) 10,000 —
Proceeds from exercise of stock options
631 391 401
Repurchase of common stock
( 527 ) ( 1,238 ) ( 499 )
Payment of dividends
( 8,589 ) ( 7,083 ) ( 6,495 )
Net cash provided by financing activities 198,664 292,249 20,590
Net increase (decrease) in cash and cash equivalents 265,744 171,437 ( 5,849 )
Cash and cash equivalents
Beginning of year 314,452 143,015 148,864
End of year $ 580,196 $ 314,452 $ 143,015
Supplemental disclosure of cash flow information
Income taxes paid $ 5,965 $ 5,522 $ 6,593
Interest paid 3,244 4,760 4,457
Supplemental disclosure of non-cash investing activities
Loans transferred to OREO and other repossessed assets $ — $ — $ 293
Other comprehensive income (loss) related to investment securities ( 2 ) 11 116
Operating lease liabilities arising from recording of ROU assets — 2,889 —
See notes to consolidated financial statements
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Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Note 1 - Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Timberland Bancorp, Inc. (“Timberland Bancorp”); its wholly owned subsidiary, Timberland Bank (the “Bank”); and the Bank’s wholly owned subsidiary, Timberland Service Corp. (collectively, the "Company”). All significant intercompany transactions and balances have been eliminated in consolidation.
On October 1, 2018, the Company completed the acquisition of South Sound Bank, a Washington-state chartered bank, headquartered in Olympia, Washington ("South Sound Acquisition"). The Company acquired 100% of the outstanding common stock of South Sound Bank, and South Sound Bank was merged into the Bank. The results of operations of the acquired assets and assumed liabilities have been included in the Company's consolidated financial statements as of and for the period since the acquisition date. See Note 2 for additional information on the South Sound Acquisition.
Nature of Operations
Timberland Bancorp is a bank holding company which operates primarily through its subsidiary, the Bank. The Bank was established in 1915 and, through its 24 branches located in Grays Harbor, Pierce, Thurston, Kitsap, King and Lewis counties in Washington State, attracts deposits from the general public, and uses those funds, along with other borrowings, primarily to provide residential real estate, construction, commercial real estate, commercial business and consumer loans to borrowers primarily in western Washington.
Consolidated Financial Statement Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.") (“GAAP”) and prevailing practices within the banking industry. The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the consolidated balance sheets, and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses, the determination of any OTTI in the fair value of investment securities, the valuation of loan servicing rights, the valuation of assets acquired and liabilities assumed in acquisitions and the valuation of goodwill for potential impairment.
Certain prior year amounts have been reclassified to conform to the 2021 fiscal year presentation with no change to previously reported net income or shareholders’ equity.
Segment Reporting
The Company has one reportable operating segment which is defined as community banking in western Washington under the operating name “Timberland Bank.”
Cash and Cash Equivalents and Cash Flows
The Company considers amounts included in the consolidated balance sheets’ captions “Cash and due from financial institutions” and “Interest-bearing deposits in banks,” all of which mature within ninety days, to be cash equivalents for purposes of reporting cash flows.
Interest-bearing deposits in banks as of September 30, 2021 and 2020 included deposits with the Federal Reserve Bank of San Francisco ("FRB") of $ 537,222,000 and $ 266,171,000 , respectively. The Company also maintains balances in correspondent bank accounts which, at times, may exceed the FDIC insurance limit of $250,000 per correspondent bank. Management believes that its risk of loss associated with such balances is minimal due to the financial strength of the FRB and the correspondent banks.
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Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
CDs Held for Investment
CDs held for investment include amounts invested with other FDIC-insured financial institutions for a stated interest rate and with a fixed maturity date. Such CDs generally have maturities of 12 to 60 months from the date of purchase by the Company. Early withdrawal penalties may apply; however, the Company intends to hold these CDs to maturity. The Company generally limits its purchases of CDs to a maximum of $250,000 (the FDIC insurance coverage limit) with any single financial institution.
Investment Securities
Investments in debt securities are classified upon acquisition as held to maturity or available for sale. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are classified as held to maturity and reported at amortized cost. Investments in debt securities classified as available for sale are reported at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income (loss), net of income tax effects. Premiums and discounts are amortized to interest income using the interest method over the contractual lives of the securities. Gains and losses on sales of investment securities are recognized on the trade date and determined using the specific identification method.
In estimating whether there are any OTTI losses, management considers (1) the length of time and the extent to which the fair value has been less than amortized cost, (2) the financial condition and near-term prospects of the issuer, (3) the impact of changes in market interest rates and (4) the intent and ability of the Company to retain its investment for a period of time sufficient to allow for any anticipated recovery in fair value.
Declines in the fair value of individual debt securities available for sale that are deemed to be other than temporary are recognized in earnings when identified. The fair value of the debt security then becomes the new cost basis. For individual debt securities that are held to maturity which the Company does not intend to sell, and it is not more likely than not that the Company will be required to sell before recovery of its amortized cost basis, the other than temporary decline in the fair value of the debt security related to: (1) credit loss is recognized in earnings and (2) market or other factors is recognized in other comprehensive income (loss). Credit loss is recorded if the present value of expected future cash flows is less than the amortized cost. For individual debt securities which the Company intends to sell or more likely than not will not recover all of its amortized cost, the OTTI is recognized in earnings equal to the entire difference between the debt security’s cost basis and its fair value at the consolidated balance sheet date. For individual debt securities for which credit loss has been recognized in earnings, interest accruals and amortization and accretion of premiums and discounts are suspended when the credit loss is recognized. Interest received after accruals have been suspended is recognized on a cash basis.
Investments in Equity Securities
Investments in equity securities are stated at fair value. Changes in the fair value of investments in equity securities are recorded in other non-interest income.
FHLB Stock
The Bank, as a member of the FHLB, is required to maintain an investment in capital stock of the FHLB in an amount equal to 0.12 % of the Bank's total assets plus 4.00 % of any borrowings from the FHLB. No ready market exists for this stock, and it has no quoted market value. However, redemption of FHLB stock has historically been at par value. The Company's investment in FHLB stock is carried at cost, which approximates fair value.
The Company evaluates its FHLB stock for impairment as needed. The Company's determination of whether this investment is impaired is based on its assessment of the ultimate recoverability of cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as (1) the significance of any decline in net assets of the FHLB as compared with the capital stock amount and the length of time any decline has persisted; (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB; (3) the impact of legislative and regulatory changes on
institutions and, accordingly, the customer base of the FHLB; and (4) the liquidity position of the FHLB. Based on its evaluation, the Company determined that there was no impairment of FHLB stock at September 30, 2021 and 2020.
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Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Other Investments
The Bank invests in the Solomon Hess SBA Loan Fund LLC - a private investment fund - to help satisfy compliance with the Bank's Community Reinvestment Act ("CRA") investment test requirements. Shares in this fund are not publicly traded and, therefore, have no readily determinable fair value. The Bank's investment in the fund is recorded at cost. An investor can have its investment in the fund redeemed for the balance of its capital account at any quarter-end with a 60 day notice to the fund.
Loans Held for Sale
Mortgage loans and commercial business loans originated and intended for sale in the secondary market are stated in the aggregate at the lower of cost or estimated fair value. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. Gains or losses on sales of loans are recognized at the time of sale. The gain or loss is the difference between the net sales proceeds and the recorded value of the loans, including any remaining unamortized deferred loan origination fees.
Loans Receivable
Loans are stated at the amount of unpaid principal, reduced by the undisbursed portion of construction loans in process, net deferred loan origination fees and the allowance for loan losses.
Interest on loans is accrued daily based on the principal amount outstanding. Generally, the accrual of interest on loans is discontinued when, in management’s opinion, the borrower may be unable to make payments as they become due or when they are past due 90 days as to either principal or interest (based on contractual terms), unless the loan is well secured and in the process of collection. In determining whether a borrower may be able to make payments as they become due, management considers circumstances such as the financial strength of the borrower, the estimated collateral value, reasons for the delays in payments, payment record, the amounts past due and the number of days past due. All interest accrued but not collected for loans that are placed on non-accrual status or charged off is reversed against interest income. Subsequent collections on a cash basis are applied proportionately to past due principal and interest, unless collectability of principal is in doubt, in which case all payments are applied to principal. Loans are returned to accrual status when the loan is deemed current, and the collectability of principal and interest is no longer doubtful, or, in the case of one- to four-family loans, when the loan is less than 90 days delinquent. The categories of non-accrual loans and impaired loans overlap, although they are not identical.
The Company charges fees for originating loans. These fees, net of certain loan origination costs, are deferred and amortized to income on the level-yield basis over the loan term. If the loan is repaid prior to maturity, the remaining unamortized deferred loan origination fee is recognized in income at the time of repayment.
Acquired Loans
Purchased loans, including loans acquired in business combinations, are recorded at their estimated fair value at the acquisition date. Credit discounts are included in the determination of fair value; therefore, an allowance for loan losses is not recorded at the acquisition date. Acquired loans are evaluated upon acquisition and classified as either purchased credit-impaired ("PCI") or purchased non-credit-impaired. PCI loans reflect credit deterioration since origination such that it is probable at acquisition that the Company will be unable to collect all contractually required payments. The excess of the cash flows expected to be collected over a PCI loan's carrying value is considered to be the accretable yield and is recognized as interest income over the estimated life of the PCI loan using the effective yield method. The excess of the undiscounted contractual balances due over the cash flows expected to be collected is considered to be the nonaccretable difference. The nonaccretable difference represents the Company's estimate of the credit losses expected to occur and would be considered in determining the estimated
fair value of the loans as of the acquisition date. Subsequent to the acquisition date, any increases in expected cash flows over those expected at the purchase date in excess of fair value are adjusted through a change to the accretable yield on a prospective basis. Any subsequent decreases in expected cash flows attributable to credit deterioration are recognized by recording an allowance for loan losses. PCI loans were insignificant as of September 30, 2021 and 2020.
For purchased non-credit-impaired loans, the difference between the fair value and unpaid principal balance of the loan at the acquisition date is amortized or accreted to interest income over the life of the loans. Any subsequent deterioration in credit quality is recognized by recording an allowance for loan losses.
87
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Troubled Debt Restructured Loans
A troubled debt restructured loan ("TDR") is a loan for which the Company, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. Examples of such concessions include, but are not limited to: a reduction in the stated interest rate; an extension of the maturity at an interest rate below current market rates; a reduction in the face amount of the debt; a reduction in the accrued interest; or re-amortizations, extensions, deferrals and renewals. TDRs are considered impaired and are individually evaluated for impairment. TDRs are classified as non-accrual (and considered to be non-performing) unless they have been performing in accordance with modified terms for a period of at least six months.
In March 2020, the Company announced loan modification programs to support and provide relief for its borrowers during the novel coronavirus of 2019 ("COVID-19") pandemic. The Company has followed the loan modification criteria within the Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act"), which was signed into law on March 27, 2020, and interagency guidance from the federal banking agencies when determining if a borrower's modification is subject to a TDR classification. On March 22, 2020, federal banking regulators issued an interagency statement that included guidance on their approach for the accounting of loan modifications in light of the economic impact of the COVID-19 pandemic. The guidance interprets current accounting standards and indicates that a lender can conclude that a borrower is not experiencing financial difficulty if short-term modifications are made in response to COVID-19, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant related to the loans in which the borrower is less than 30 days past due on its contractual payments at the time a modification is implemented. The agencies confirmed in working with the staff of the FASB that short-term modification made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not troubled debt restructurings. If it is determined that the modification does not meet the criteria under the CARES Act or interagency guidance to be excluded from TDR classification, the Company evaluates the loan modifications under its existing TDR framework. Loans subject to forbearance under the COVID-19 loan modification program are not reported as past due or placed on non-accrual status during the forbearance time period, and interest income continues to be recognized over the contractual life of the loans.
Allowance for Loan Losses
The allowance for loan losses is maintained at a level sufficient to provide for probable losses inherent in the loan portfolio. The allowance is provided based upon management's comprehensive analysis of the pertinent factors underlying the quality of the loan portfolio. These factors include changes in the amount and composition of the loan portfolio, delinquency levels, actual loan loss experience, current economic conditions, and a detailed analysis of individual loans for which full collectability may not be assured. The detailed analysis includes methods to estimate the fair value of loan collateral and the existence of potential alternative sources of repayment. The allowance consists of specific and general components. The specific component relates to loans that are deemed impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows, collateral value less selling costs (if applicable), or observable market price of the impaired loan is lower than the recorded value of that loan. The general component covers non-impaired loans and is based on historical loss experience adjusted for qualitative factors. The Company's historical loss experience is determined by evaluating the average net charge-offs over the most recent economic cycle, but not to exceed six years. Qualitative factors are determined by loan type and allow management to adjust reserve levels to reflect the current general economic environment and portfolio performance trends including recent charge-off trends. Allowances are provided based on management’s continuing evaluation of the pertinent factors underlying the quality of the loan portfolio, including changes in the size and composition of the loan portfolio, actual loan loss experience, current economic conditions, collateral values, geographic concentrations, seasoning of the loan portfolio, specific industry conditions, the duration of the current business cycle, and regulatory requirements and expectations. When determining the appropriate historical loss and qualitative factors, management took into consideration the impact of the COVID-19 pandemic on such factors as the national and state unemployment rates and related trends, the amount and timing of financial assistance provided by the government, consumer spending levels and trends, industries significantly impacted by the COVID-19 pandemic, and the Company's COVID-19 loan modification program. The appropriateness of the allowance for loan losses is estimated based upon these factors and trends identified by management at the time the consolidated financial statements are prepared.
A loan is considered impaired when it is probable that the Company will be unable to collect all amounts (principal and interest) when due according to the contractual terms of the loan agreement. Smaller balance homogeneous loans, such as residential mortgage loans and consumer loans, may be collectively evaluated for impairment. When a loan has been identified as being impaired, the amount of the impairment is measured by using discounted cash flows, except when, as an alternative, the current
88
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
estimated fair value of the collateral (reduced by estimated costs to sell, if applicable) or observable market price is used. The valuation of real estate collateral is subjective in nature and may be adjusted in future periods because of changes in economic conditions. Management considers third-party appraisals, as well as independent fair market value assessments from realtors or persons involved in selling real estate, in determining the estimated fair value of particular properties. In addition, as certain of
these third-party appraisals and independent fair market value assessments are only updated periodically, changes in the values of specific properties may have occurred subsequent to the most recent appraisals. Accordingly, the amounts of any such potential changes and any related adjustments are generally recorded at the time such information is received. When the estimated net realizable value of the impaired loan is less than the recorded investment in the loan (including accrued interest and net deferred loan origination fees or costs), impairment is recognized by creating or adjusting an allocation of the allowance for loan losses, and uncollected accrued interest is reversed against interest income. If the ultimate collection of principal is in doubt, all cash receipts on impaired loans are applied to reduce the principal balance.
A provision for (recapture of) loan losses is charged (credited) to operations and is added to (deducted from) the allowance for loan losses based on a quarterly comprehensive analysis of the loan portfolio. The allowance for loan losses is allocated to
certain loan categories based on the relative risk characteristics, asset classifications and actual loss experience of the loan portfolio. While management has allocated the allowance for loan losses to various loan portfolio segments, the allowance is general in nature and is available for the loan portfolio in its entirety.
The ultimate recovery of all loans is susceptible to future market factors beyond the Company’s control. These factors may result in losses or recoveries differing significantly from those provided in the consolidated financial statements. If real estate values decline and as updated appraisals are received on collateral for impaired loans, the Company may need to increase the allowance for loan losses as appropriate. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company to make additions to the allowance based on their judgment about information available to them at the time of their examinations.
Premises and Equipment
Premises and equipment are recorded at cost. Depreciation is computed using the straight-line method over the following estimated useful lives: buildings and improvements - five to forty years and furniture and equipment - three to seven years. The cost of maintenance and repairs is charged to expense as incurred. Gains and losses on dispositions are reflected in current earnings.
Impairment of Long-Lived Assets
Long-lived assets, consisting of premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the recorded amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the recorded amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the recorded amount of the assets exceeds the discounted recovery amount or estimated fair value of the assets. No events or changes in circumstances have occurred during the years ended September 30, 2021 or 2020 that would cause management to re-evaluate the recoverability of the Company’s long-lived assets.
OREO and Other Repossessed Assets
OREO and other repossessed assets consist of properties or assets acquired through or in lieu of foreclosure, and are recorded initially at the estimated fair value of the properties less estimated costs of disposal, establishing a new cost basis. These assets are subsequently accounted for at the lower of cost or fair value less estimated costs to sell. When the property is acquired, any excess of the loan balance over the estimated net realizable value is charged to the allowance for loan losses. The valuation of real estate is subjective in nature and may be adjusted in future periods because of changes in economic conditions. Management considers third-party appraisals, as well as independent fair market value assessments from realtors or persons involved in selling real estate, in determining the estimated fair values of particular properties. In addition, as certain of these third-party appraisals and independent fair market value assessments are only updated periodically, changes in the values of specific properties may have occurred subsequent to the most recent appraisals. Accordingly, the amounts of any such potential changes and any related adjustments are generally recorded at the time such information is received. Costs relating to development and improvement of the properties or assets are capitalized, while costs relating to holding the properties or assets are expensed.
89
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
BOLI
BOLI policies are recorded at their cash surrender value less applicable cash surrender charges. Income from BOLI is recognized when earned.
Goodwill
Goodwill is initially recorded when the purchase price paid in a business combination exceeds the estimated fair value of the net identified tangible and intangible assets acquired and liabilities assumed. Goodwill is presumed to have an indefinite useful life and is analyzed annually for impairment. The Company performs an annual review during the third quarter of each fiscal year, or more frequently if indicators of potential impairment exist, to determine if the recorded goodwill is impaired. For purposes of goodwill impairment testing, the services offered through the Bank and its subsidiary are managed as one strategic unit and represent the Company's only reporting unit.
The annual goodwill impairment test begins with a qualitative assessment of whether it is "more likely than not" that the reporting unit's fair value is less than its carrying amount. If an entity concludes that it is not "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it need not perform a two-step impairment test. If the Company's qualitative assessment concluded that it is "more likely than not" that the fair value of its reporting unit is less than its carrying amount, it must perform the two-step impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized, if any. The first step of the goodwill impairment test compares the estimated fair value of the reporting unit with its carrying amount, or the book value, including goodwill. If the estimated fair value of the reporting unit equals or exceeds its book value, goodwill is considered not impaired, and the second step of the impairment test is unnecessary.
The second step, if necessary, measures the amount of goodwill impairment loss to be recognized. The reporting unit must determine fair value for all assets and liabilities, excluding goodwill. The net of the assigned fair value of assets and liabilities is then compared to the book value of the reporting unit, and any excess book value becomes the implied fair value of goodwill. If the carrying amount of the goodwill exceeds the newly calculated implied fair value of goodwill, an impairment loss is recognized in the amount required to write-down the goodwill to the implied fair value.
Management's qualitative assessment takes into consideration macroeconomic conditions, industry and market considerations, cost or margin factors, financial performance and the share price of the Company's common stock. The Company performed its fiscal year 2021 goodwill impairment test during the quarter ended June 30, 2021. Based on this assessment, the Company determined that it is not "more likely than not" that the Company's fair value is less than its carrying amount, and, therefore, goodwill was determined not to be impaired at May 31, 2021.
A significant amount of judgment is involved in determining if an indicator of goodwill impairment has occurred. Such indicators may include, among others: a significant decline in expected future cash flows; a sustained, significant decline in the Company's stock price and market capitalization; a significant adverse change in legal factors or in the business climate; adverse assessment or action by a regulator; and unanticipated competition. Any change in these indicators could have a significant negative impact on the Company's financial condition, impact the goodwill impairment analysis or cause the Company to perform a goodwill impairment analysis more frequently than once per year.
As of September 30, 2021, management believes that there were no events or changes in the circumstances since May 31, 2021 that would indicate a potential impairment of goodwill. No assurances can be given, however, that the Company will not record an impairment loss on goodwill in the future. If adverse economic conditions or decreases in the Company's stock price and market capitalization as a result of the COVID-19 pandemic were deemed to be other than temporary, it may significantly affect the fair value of the Company's goodwill and may trigger impairment charges. Any impairment charge could have a material adverse effect on the Company's results of operation and financial condition.
CDI
CDI represents the future economic benefit of the potential cost savings from acquiring core deposits as part of a business combination compared to the cost of alternative funding sources. CDI is amortized to non-interest expense using an accelerated method based on an estimated runoff of related deposits over a period of ten years. CDI is evaluated for impairment whenever
90
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
events or changes in circumstances indicate that its carrying amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life.
Loan Servicing Rights
The Company holds rights to service (1) loans that it has originated and sold to the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and (2) the guaranteed portion of U.S. Small Business Administration ("SBA") loans sold in the secondary market. Loan servicing rights are capitalized at estimated fair value when acquired through the origination of loans that are subsequently sold with the servicing rights retained. Loan servicing rights are amortized to servicing income on loans sold approximately in proportion to and over the period of estimated net servicing income. The value of loan servicing rights at the date of the sale of loans is estimated based on the discounted present value of expected future cash flows using key assumptions for servicing income and costs and expected prepayment rates on the underlying loans. The estimated fair value is periodically evaluated for impairment by comparing actual cash flows and estimated future cash flows from the loan servicing assets to those estimated at the time the loan servicing assets were originated. Fair values are estimated using expected future discounted cash flows based on current market rates of interest. For purposes of measuring impairment, the loan servicing rights must be stratified by one or more predominant risk characteristics of the underlying loans. The Company stratifies its capitalized loan servicing rights based on product type and term of the underlying loans. The amount of impairment recognized is the amount, if any, by which the amortized cost of the loan servicing rights exceeds their fair value. Impairment, if deemed temporary, is recognized through a valuation allowance to the extent that fair value is less than the recorded amount.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Income Taxes
The Company files a consolidated federal and various state income tax returns. The Bank provides for income taxes separately and remits to (receives from) Timberland Bancorp amounts currently due (receivable).
Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. These temporary differences will result in differences between income for tax purposes and income for financial reporting purposes in future years. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established to reduce the net recorded amount of deferred tax assets if it is determined to be more likely than not that all or some portion of the potential deferred tax asset will not be realized.
With respect to accounting for uncertainty in incomes taxes, a tax provision is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized upon examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company recognizes interest and/or penalties related to income tax matters as income tax expense. The Company is no longer subject to U.S. federal income tax examination by tax authorities for years ended on or before September 30, 2017.
ESOP
The Bank sponsors a leveraged ESOP; however, all ESOP debt was fully repaid during the year ended September 30, 2019. The shares of the Company's common stock pledged as collateral for the ESOP's debt were reported as unearned shares issued to the ESOP in the consolidated financial statements. As shares were released from collateral, compensation expense was recorded equal to the average market price of the shares for the period, and the shares became available for net income per common share calculations. Dividends paid on unallocated shares reduced the Company’s cash contributions to the ESOP.
91
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Advertising
Costs for advertising and marketing are expensed as incurred.
Stock-Based Compensation
The Company measures compensation cost for all stock-based awards based on the grant-date fair value of the stock-based awards and recognizes compensation cost over the service period of stock-based awards. The fair value of stock options is determined using the Black-Scholes valuation model. Stock option forfeitures are accounted for as they occur.
Net Income Per Common Share
Basic net income per common share is computed by dividing net income to common shareholders by the weighted average number of common shares outstanding during the period, without considering any dilutive items. Diluted net income per common share is computed by dividing net income to common shareholders by the weighted average number of common shares and common stock equivalents for items that are dilutive, net of shares assumed to be repurchased using the treasury stock method at the average share price for the Company's common stock during the period. Common stock equivalents arise from the assumed conversion of outstanding stock options. Shares owned by the Bank’s ESOP that had not been allocated were not considered to be outstanding for the purpose of computing basic and diluted net income per common share.
Related Party Transactions
The Chairman of the Board of the Bank and Timberland Bancorp is a member of the law firm that provides general counsel to the Company. Legal and other fees paid to this law firm for the years ended September 30, 2021, 2020 and 2019 totaled $ 67,000 , $ 78,000 and $ 69,000 , respectively.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses; Measurement of Credit Losses on Financial Instruments , as amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-11. ASU 2016-13 replaces the existing incurred losses methodology with a current expected losses methodology with respect to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held to maturity investment securities and off-balance sheet commitments. In addition, ASU 2016-13 requires credit losses relating to available for sale debt securities to be recorded through an allowance for credit losses rather than as a reduction of the carrying amount. ASU 2016-13 also changes the accounting for PCI debt securities and loans. ASU 2016-13 retains many of the current disclosure requirements in GAAP and expands certain disclosure requirements. As a "smaller reporting company" filer with the U.S. Securities and Exchange Commission, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Upon adoption, the Company expects a change in the processes and procedures to calculate the allowance for loan losses, including changes in the assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. In addition, the current policy for OTTI on investment securities available for sale will be replaced with an allowance approach. The Company is reviewing the requirements of ASU 2016-13 and has begun developing and implementing processes and procedures to help ensure it is fully compliant with the amendments at the adoption date. At this time, the Company anticipates that the allowance for loan losses will increase as a result of the implementation of ASU 2016-13; however, until its evaluation is complete, the magnitude of the increase will be unknown.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. This ASU simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value of its assets and liabilities (including unrecognized assets and liabilities) at the impairment testing date following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by
which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax
92
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2022. The adoption ASU 2017-04 is not expected to a have a material impact on the Company's future consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This ASU modifies the disclosure requirements for fair value measurements. The following disclosure requirements were removed from ASC Topic 820, Fair Value Measurement : (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (2) the policy for timing of transfers between levels; and (3) the valuation process for Level 3 fair value measurements. This ASU clarifies that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. This ASU adds the following disclosure requirements for Level 3 measurements: (1) changes in unrealized gains and losses for the period included in other comprehensive income for the recurring Level 3 fair value measurements held at the end of the reporting period, and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2018-13 effective October 1, 2020, and it did not have a material impact on the Company's consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The amendments in this ASU broaden the scope of ASC Subtopic 350-40 to include costs incurred to implement a hosting arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The costs are capitalized or expensed depending on the nature of the costs and the project stage during which they are incurred, consistent with the accounting for internal-use software costs. The amendments in this ASU result in consistent capitalization of implementation costs of a hosting arrangement that is a service contract and implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. ASU 2018-15 was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2018-15 effective October 1, 2020, and it did not have a material impact on the Company's consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidelines. ASU 2019-12 is effective for public companies for fiscal years beginning after December 15, 2020, including interim periods within fiscal years. The Company adoption ASU 2019-12 effective December 31, 2020 and it did not have a material impact on the Company's future consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU applies to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate ("LIBOR") or other rate references expected to be discontinued because of reference rate reform. The ASU permits an entity to make necessary modifications to eligible contracts or transactions without requiring contract remeasurement or reassessment of a previous accounting determination. This ASU is effective for all entities as of March 12, 2020 through December 31, 2022. The Company has not adopted ASU 2020-04 as of September 30, 2021. The adoption of ASU 2020-04 is not expected to have a material impact on the Company's future consolidated financial statements.
93
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Note 2 - Business Combination
On October 1, 2018, the Company completed the South Sound Acquisition. The primary reason for the acquisition was to expand the Company's presence along Washington State's economically important I-5 corridor.
Pursuant to the terms of the merger agreement, South Sound Bank shareholders received 0.746 of a share of the Company's common stock and $ 5.68825 in cash per share of South Sound Bank common stock. The Company issued 904,826 shares of its common stock (valued at $ 28,267,000 based on the Company's closing stock price on September 30, 2018 of $ 31.24 per share) and paid $ 6,903,000 in cash in the transaction for total consideration paid of $ 35,170,000 .
The South Sound Acquisition constitutes a business combination as defined by GAAP, which establishes principles and requirements for how the acquirer in a business combination recognizes and measures in its consolidated financial statements the identifiable assets acquired and liabilities assumed. The Company was considered the acquirer in this transaction. Accordingly, the estimated fair values of the acquired assets, including the identifiable intangible assets, and the assumed liabilities in the South Sound Acquisition were measured and recorded as of October 1, 2018. The excess of the total consideration paid over the fair value of the net assets acquired was allocated to goodwill. The South Sound Acquisition resulted in $ 9,481,000 of goodwill. The goodwill arising from this transaction consists largely of the synergies and expected economies of scale from combining the operations of the Company and South Sound Bank. This goodwill is not deductible for tax purposes.
In most instances, determining the estimated fair values of the acquired assets and assumed liabilities requires the Company to estimate cash flows expected to result from those assets and liabilities and to discount those cash flows at the appropriate rate of interest. Differences may arise between contractually required payments and the expected cash flows at the acquisition date due to items such as estimated credit losses, prepayments or early withdrawal, and other factors. One of the most significant of those determinations relates to the valuation of acquired loans. For such loans, the excess of cash flows expected at acquisition over the estimated fair value is recognized as interest income over the remaining lives of the loans. In accordance with GAAP, there was no carry-over of South Sound Bank's previously established allowance for loan losses.
94
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The following table summarizes the fair value of consideration paid, the estimated fair values of assets acquired and liabilities assumed as of the acquisition date, and the resulting goodwill relating to the transaction:
At October 1, 2018
Book Value Fair Value Adjustment Estimated Fair Value
(Dollars in thousands)
Total acquisition consideration $ 35,170
Recognized amounts of identifiable assets acquired and liabilities assumed
Identifiable assets acquired:
Cash and cash equivalents
$ 21,187 $ — 21,187
CDs held for investment
2,973 — 2,973
FHLB stock
205 — 205
Investment securities held to maturity
19,891 ( 189 ) 19,702
Investment securities available for sale
5,022 — 5,022
Loans receivable
123,627 ( 2,083 ) 121,544
Premises and equipment
3,225 112 3,337
OREO
25 — 25
Accrued interest receivable
554 — 554
BOLI
2,629 — 2,629
CDI
— 2,483 2,483
Loan servicing rights 285 ( 4 ) 281
Other assets
1,087 ( 511 ) 576
Total assets
180,710 ( 192 ) 180,518
Liabilities assumed:
Deposits
151,378 160 151,538
Other liabilities and accrued expenses
3,291 — 3,291
Total liabilities assumed
154,669 160 154,829
Total identifiable net assets acquired
$ 26,041 $ ( 352 ) 25,689
Goodwill recognized
$ 9,481
The acquired loan portfolio was valued using Level 3 inputs (see Note 22) and included the use of present value techniques, including cash flow estimates and incorporated assumptions that the Company believes that marketplace participants would use in estimating fair values.
The operating results of the Company for the years ended September 30, 2021, 2020 and 2019 include the operating results produced by the net assets acquired in the South Sound Acquisition since the October 1, 2018 acquisition date. The Company determined that the disclosure requirements related to the amounts of revenues and earnings from the net assets acquired in the South Sound Acquisition since the October 1, 2018 acquisition date is impracticable. The financial activity and operating results of the net assets acquired in the South Sound Acquisition were commingled with the Company's financial activity and operating results as of the acquisition date.
During the year ended September 30, 2020, the Company incurred acquisition-related expenses of $ 2,000 related to the South Sound Acquisition. During the year ended September 30, 2019, the Company incurred acquisition-related expenses of $ 462,000 related to the South Sound Acquisition, of which $ 317,000 is included in data processing and $ 145,000 is included in
professional fees in the accompanying 2019 consolidated statement of income.
95
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Note 3 - Restricted Assets
Federal Reserve regulations require that the Bank maintain certain minimum reserve balances on hand or on deposit with the FRB, based on a percentage of transaction account deposits. In response to the COVID-19 pandemic, the Federal Reserve reduced the reserve requirement ratio to zero percent, effective March 26, 2020. Currently, the FRB has not announced plans to re-impose a reserve requirement, however, the FRB may adjust reserve requirement ratios in its sole discretion.
Note 4 - Investment Securities
Held to maturity and available for sale investment securities were as follows as of September 30, 2021 and 2020 (dollars in thousands):
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated
Fair Value
September 30, 2021
Held to Maturity
U.S. Treasury and U.S. government agency securities $ 28,760 $ 8 $ ( 99 ) $ 28,669
Mortgage-backed securities ("MBS"):
U.S. government agencies 25,913 936 ( 122 ) 26,727
Private label residential 13,929 302 ( 23 ) 14,208
Bank issued trust preferred securities 500 5 — 505
Total $ 69,102 $ 1,251 $ ( 244 ) $ 70,109
Available for Sale
MBS: U.S. government agencies $ 63,080 $ 210 $ ( 114 ) $ 63,176
Total $ 63,080 $ 210 $ ( 114 ) $ 63,176
September 30, 2020
Held to Maturity
MBS:
U.S. government agencies $ 27,161 $ 1,635 $ ( 3 ) $ 28,793
Private label residential 229 307 ( 1 ) 535
Bank issued trust preferred securities 500 — ( 1 ) 499
Total $ 27,890 $ 1,942 $ ( 5 ) $ 29,827
Available for Sale
MBS: U.S. government agencies $ 57,797 $ 178 $ ( 68 ) $ 57,907
Total $ 57,797 $ 178 $ ( 68 ) $ 57,907
96
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Held to maturity and available for sale investment securities with unrealized losses were as follows as of September 30, 2021 (dollars in thousands):
Less Than 12 Months 12 Months or Longer Total
Estimated
Fair
Value Gross
Unrealized
Losses Qty Estimated
Fair
Value Gross
Unrealized
Losses Qty Estimated
Fair
Value Gross
Unrealized
Losses
Held to Maturity
U.S. Treasury and U.S. government agency securities $ 18,795 $ ( 99 ) 5 $ — $ — — $ 18,795 $ ( 99 )
MBS:
U.S. government agencies
8,091 ( 122 ) 5 15 — 3 8,106 ( 122 )
Private label residential
9,712 ( 23 ) 4 1 — 1 9,713 ( 23 )
Total
$ 36,598 $ ( 244 ) 14 $ 16 $ — 4 $ 36,614 $ ( 244 )
Available for Sale
MBS:
U.S. government agencies
$ 20,146 $ ( 103 ) 13 $ 5,491 $ ( 11 ) 3 $ 25,637 $ ( 114 )
Total
$ 20,146 $ ( 103 ) 13 $ 5,491 $ ( 11 ) 3 $ 25,637 $ ( 114 )
Held to maturity and available for sale investment securities with unrealized losses were as follows as of September 30, 2020 (dollars in thousands):
Less Than 12 Months 12 Months or Longer Total
Estimated
Fair
Value Gross
Unrealized
Losses Qty Estimated
Fair
Value Gross
Unrealized
Losses Qty Estimated
Fair
Value Gross
Unrealized
Losses
Held to Maturity
MBS:
U.S. government agencies
$ 5,130 $ ( 2 ) 4 $ 39 $ ( 1 ) 4 $ 5,169 $ ( 3 )
Private label residential
7 — 1 11 ( 1 ) 2 18 ( 1 )
Bank issued trust preferred securities 499 ( 1 ) 1 — — — 499 ( 1 )
Total
$ 5,636 $ ( 3 ) 6 $ 50 $ ( 2 ) 6 $ 5,686 $ ( 5 )
Available for Sale
MBS:
U.S. government agencies
$ 21,464 $ ( 68 ) 11 $ — $ — — $ 21,464 $ ( 68 )
Total
$ 21,464 $ ( 68 ) 11 $ — $ — — $ 21,464 $ ( 68 )
97
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The Company has evaluated the investment securities in the above tables and has determined that the decline in their fair value is temporary. The unrealized losses are primarily due to changes in market interest rates and spreads in the market for mortgage-related products. The fair value of these securities is expected to recover as the securities approach their maturity dates and/or as the pricing spreads narrow on mortgage-related securities. The Company has the ability and the intent to hold the investments until the fair value of these securities recovers. Additional deterioration in market and economic conditions related to the COVID-19 pandemic may, however, have an adverse impact on credit quality in the future and result in OTTI charges.
The Company bifurcates OTTI into (1) amounts related to credit losses which are recognized through earnings and (2) amounts related to all other factors which are recognized as a component of other comprehensive income (loss).
To determine the component of the gross OTTI related to credit losses, the Company compared the amortized cost basis of the OTTI security to the present value of its revised expected cash flows, discounted using its pre-impairment yield. The revised expected cash flow estimates for individual securities are based primarily on an analysis of default rates, prepayment speeds and
third-party analytic reports. Significant judgment by management is required in this analysis that includes, but is not limited to, assumptions regarding the collectability of principal and interest, net of related expenses, on the underlying loans.
The following table presents a summary of the significant inputs utilized to measure management’s estimates of the credit loss component on OTTI securities as of September 30, 2021, 2020 and 2019:
Range Weighted
Minimum Maximum Average
September 30, 2021
Constant prepayment rate 6.00 % 15.00 % 10.20 %
Collateral default rate 1.47 % 17.55 % 12.19 %
Loss severity rate — % 12.96 % 4.55 %
September 30, 2020
Constant prepayment rate 6.00 % 15.00 % 8.97 %
Collateral default rate 2.17 % 27.39 % 14.37 %
Loss severity rate — % 11.27 % 2.87 %
September 30, 2019
Constant prepayment rate 6.00 % 15.00 % 10.67 %
Collateral default rate 3.00 % 19.70 % 10.40 %
Loss severity rate — % 10.59 % 4.07 %
The following table presents the OTTI recoveries for the years ended September 30, 2021, 2020 and 2019 (dollars in thousands):
2021 2020 2019
Held To
Maturity Held To
Maturity Held To Maturity
Total recoveries $ 20 $ 120 $ 71
Adjustment for portion of OTTI transferred from other comprehensive income (loss) before income taxes (1)
— — ( 12 )
Net recoveries recognized in earnings (2)
$ 20 $ 120 $ 59
________________________
(1) Represents OTTI related to all other factors.
(2) Represents OTTI related to credit losses.
98
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The following table presents a roll forward of the credit loss component of held to maturity and available for sale debt securities that have been written down for OTTI with the credit loss component recognized in earnings for the years ended September 30, 2021, 2020 and 2019 (dollars in thousands):
2021 2020 2019
Balance, beginning of year $ 885 $ 1,071 $ 1,153
Additions:
Additional increases to the amount
related to credit loss for which OTTI
was previously recognized 2 3 13
Subtractions:
Realized losses previously recorded
as credit losses
( 12 ) ( 66 ) ( 23 )
Recovery of prior credit loss ( 22 ) ( 123 ) ( 72 )
Balance, end of year $ 853 $ 885 $ 1,071
During the year ended September 30, 2021, the Company recorded a $ 12,000 net realized loss (as a result of investment securities being deemed worthless) on ninete en held to maturity investment securities, all of which had been recognized previously as a credit loss. During the year ended September 30, 2020, the Company recorded a $ 66,000 net realized loss (as a result of investment securities being deemed worthless) on nineteen held to maturity investment securities, all of which had been recognized previously as a credit loss. During the year ended September 30, 2019, the Company recorded an $ 23,000 net realized loss (as a result of investment securities being deemed worthless) on seventeen held to maturity investment securities, all of which had been recognized previously as a credit loss.
The recorded amount of investment securities pledged as collateral for public fund deposits, federal treasury tax and loan deposits and FHLB collateral totaled $ 97,602,000 and $ 81,028,000 at September 30, 2021 and 2020, respectively.
The contractual maturities of debt securities at September 30, 2021 are as follows (dollars in thousands). Expected maturities may differ from scheduled maturities due to the prepayment of principal or call provisions.
Held to Maturity Available for Sale
Amortized
Cost Estimated
Fair
Value Amortized
Cost Estimated
Fair
Value
Due within one year $ — $ — $ 934 $ 933
Due after one year to five years 12,205 12,262 4,425 4,424
Due after five years to ten years 33,020 33,437 15,265 15,306
Due after ten years 23,877 24,410 42,456 42,513
Total $ 69,102 $ 70,109 $ 63,080 $ 63,176
99
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Note 5 - Loans Receivable and Allowance for Loan Losses
Loans receivable by portfolio segment consisted of the following at September 30, 2021 and 2020 (dollars in thousands):
2021 2020
Mortgage loans:
One- to four-family $ 119,935 $ 118,580
Multi-family 87,563 85,053
Commercial 470,650 453,574
Construction – custom and owner/builder 109,152 129,572
Construction – speculative one- to four-family 17,813 14,592
Construction – commercial 43,365 33,144
Construction – multi-family 52,071 34,476
Construction – land development 10,804 7,712
Land 19,936 25,571
Total mortgage loans
931,289 902,274
Consumer loans:
Home equity and second mortgage 32,988 32,077
Other 2,512 3,572
Total consumer loans
35,500 35,649
Commercial loans:
Commercial business 74,579 69,540
SBA Paycheck Protection Program ("PPP") 40,922 126,820
Total commercial business and SBA PPP loans 115,501 196,360
Total loans receivable
1,082,290 1,134,283
Less:
Undisbursed portion of construction loans in process 95,224 100,558
Deferred loan origination fees, net 5,143 6,436
Allowance for loan losses 13,469 13,414
113,836 120,408
Loans receivable, net $ 968,454 $ 1,013,875
Loans receivable at September 30, 2021 and 2020 are reported net of unamortized discounts totaling $ 449,000 and $ 790,000 , respectively.
Significant Concentrations of Credit Risk
Most of the Company’s lending activity is with customers located in the state of Washington and involves real estate. At September 30, 2021, the Company had $ 964,277,000 (including $ 95,224,000 of undisbursed construction loans in process) in loans secured by real estate, which represented 89.1 % of total loans receivable. The real estate loan portfolio is primarily secured by one- to four-family properties, multi-family properties, land, and a variety of commercial real estate property types. At September 30, 2021, there were no concentrations of real estate loans to a specific industry or secured by a specific collateral type that equaled or exceeded 20 % of the Company’s total loan portfolio, other than loans secured by one-to four-
family properties. The ultimate collectability of a substantial portion of the loan portfolio is susceptible to changes in economic and market conditions in the region and the impact of those changes on the real estate market. The Company typically originates real estate loans with loan-to-value ratios of no greater than 90 %. Collateral and/or guarantees are required for all loans.
100
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Related Party Loans
Certain related parties of the Company, principally Bank directors and officers, are loan customers of the Bank in the ordinary course of business. Such related party loans were performing according to their repayment terms at September 30, 2021 and 2020. Activity in related party loans during the years ended September 30, 2021, 2020 and 2019 was as follows (dollars in thousands):
2021 2020 2019
Balance, beginning of year $ 248 $ 94 $ 119
New loans or borrowings 316 178 1
Repayments and reclassifications ( 98 ) ( 24 ) ( 26 )
Balance, end of year $ 466 $ 248 $ 94
Loan Segment Risk Characteristics
The Company believes that its loan classes are the same as its loan segments.
One- To Four-Family Residential Lending: The Company originates both fixed-rate and adjustable-rate loans secured by one- to four-family residences. A portion of the fixed-rate one- to four-family loans are sold in the secondary market for asset/liability management purposes and to generate non-interest income. The Company’s lending policies generally limit the maximum loan-to-value on one- to four-family loans to 90 % of the lesser of the appraised value or the purchase price. However, the Company usually obtains private mortgage insurance on the portion of the principal amount that exceeds 80 % of the appraised value of the property.
Multi-Family Lending : The Company originates loans secured by multi-family dwelling units (more than four units). Multi-family lending generally affords the Company an opportunity to receive interest at rates higher than those generally available from one- to four-family residential lending. However, loans secured by multi-family properties usually are greater in amount, more difficult to evaluate and monitor and, therefore, involve a greater degree of risk than one- to four-family residential mortgage loans. Because payments on loans secured by multi-family properties are often dependent on the successful operation and management of the properties, repayment of such loans may be affected by adverse conditions in the real estate market or economy. The Company attempts to minimize these risks by scrutinizing the financial condition of the borrower, the quality of the collateral and the management of the property securing the loan.
Commercial Mortgage Lending : The Company originates commercial real estate loans secured by properties such as office buildings, retail/wholesale facilities, motels, restaurants, mini-storage facilities and other commercial properties. Commercial real estate lending generally affords the Company an opportunity to receive interest at higher rates than those available from one- to four-family residential lending. However, loans secured by such properties usually are greater in amount, more difficult to evaluate and monitor and, therefore, involve a greater degree of risk than one- to four-family residential mortgage loans. Because payments on loans secured by commercial properties are often dependent on the successful operation and management of the properties, repayment of these loans may be affected by adverse conditions in the real estate market or economy. The Company attempts to mitigate these risks by generally limiting the maximum loan-to-value ratio to 80 % and scrutinizing the financial condition of the borrower, the quality of the collateral and the management of the property securing the loan.
Construction Lending : The Company currently originates the following types of construction loans: custom construction loans, owner/builder construction loans, speculative construction loans, commercial real estate construction loans, multi-family construction loans and land development loans.
Construction lending affords the Company the opportunity to achieve higher interest rates and fees with shorter terms to maturity than does its single-family permanent mortgage lending. Construction lending, however, is generally considered to involve a higher degree of risk than one- to four family residential lending because of the inherent difficulty in estimating both a property’s value at completion of the project and the estimated cost of the project. The nature of these loans is such that they are generally more difficult to evaluate and monitor. If the estimated cost of construction proves to be inaccurate, the Company may be required to advance funds beyond the amount originally committed to complete the project. If the estimate of value upon completion proves to be inaccurate, the Company may be confronted with a project whose value is insufficient to assure full repayment, and the Company may incur a loss. Projects may also be jeopardized by disagreements between borrowers and builders and by the failure of builders to pay subcontractors. Loans to construct homes for which no purchaser has been
101
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
identified carry more risk because the payoff for the loan depends on the builder’s ability to sell the property prior to the time that the construction loan is due. The Company attempts to mitigate these risks by adhering to its underwriting policies, disbursement procedures and monitoring practices.
Construction Lending – Custom and Owner/Builder: Custom construction and owner/builder construction loans are originated to home owners and are typically refinanced into permanent loans at the completion of construction.
Construction Lending – Speculative One- To Four-Family: Speculative one-to four-family construction loans are made to home builders and are termed “speculative” because the home builder does not have, at the time of the loan origination, a signed contract with a home buyer who has a commitment for permanent financing with the Company or another lender for the finished home. The home buyer may be identified either during or after the construction period.
Construction Lending – Commercial: Commercial construction loans are originated to construct properties such as office buildings, hotels, retail rental space and mini-storage facilities.
Construction Lending – Multi-Family: Multi-family construction loans are originated to construct apartment buildings and condominium projects.
Construction Lending – Land Development: Land development loans are originated to real estate developers for the purpose of developing residential subdivisions. The Company is currently originating land development loans on a limited basis.
Land Lending : The Company originates loans for the acquisition of land upon which the purchaser can then build or make improvements necessary to build or to sell as improved lots. Loans secured by undeveloped land or improved lots involve greater risks than one- to four-family residential mortgage loans because these loans are more difficult to evaluate. If the estimate of value proves to be inaccurate, in the event of default or foreclosure, the Company may be confronted with a property value which is insufficient to assure full repayment. The Company attempts to minimize this risk by generally limiting the maximum loan-to-value ratio on land loans to 75 %.
Consumer Lending – Home Equity and Second Mortgage: The Company originates home equity lines of credit and second mortgage loans. Home equity lines of credit and second mortgage loans have a greater credit risk than one- to four-family residential mortgage loans because they are secured by mortgages subordinated to the existing first mortgage on the property, which may or may not be held by the Company. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of the borrower.
Consumer Lending – Other: The Company originates other consumer loans, which include automobile loans, boat loans, motorcycle loans, recreational vehicle loans, savings account loans and unsecured loans. Other consumer loans generally have shorter terms to maturity than mortgage loans. Other consumer loans generally involve a greater degree of risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by rapidly depreciating assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the credit-worthiness of the borrower.
Commercial Business Lending: The Company originates commercial business loans which, excluding SBA PPP loans, are generally secured by business equipment, accounts receivable, inventory or other property. The Company also generally obtains personal guarantees from the business owners based on a review of personal financial statements. Commercial business lending generally involves risks that are different from those associated with residential and commercial real estate lending. Real estate lending is generally considered to be collateral based lending with loan amounts based on predetermined loan to collateral values, and liquidation of the underlying real estate collateral is viewed as the primary source of repayment in the event of borrower default. Although commercial business loans are often collateralized by equipment, inventory, accounts receivable or other business assets, the liquidation of collateral in the event of a borrower default is often an insufficient source of repayment, because accounts receivable may be uncollectible and inventories and equipment may be obsolete or of limited use. Accordingly, the repayment of a commercial business loan depends primarily on the credit-worthiness of the borrower (and any guarantors), while the liquidation of collateral is a secondary and potentially insufficient source of repayment. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the management of the business and the credit-worthiness of the borrowers and the guarantors.
102
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
SBA PPP: The CARES Act authorized the SBA to temporarily guarantee loans under the PPP. As a qualified SBA lender, the Company was automatically authorized to originate PPP loans upon commencement of the program in April 2020 through the program's initial conclusion in August 2020. The Consolidated Appropriations Act, 2021 ("CAA 2021"), which was signed into law on December 27, 2020, renewed and extended the PPP until May 31, 2021. As a result, the Company began originating PPP loans again in January 2021. The SBA guarantees 100% of PPP loans made to eligible borrowers, and the entire amount of the borrower's PPP loan, including any accrued interest, is eligible to be forgiven and repaid by the SBA. PPP loans have: (a) an interest rate of 1%, (b) a two-year loan term to maturity for loans approved by the SBA prior to June 5, 2020 (unless the borrower and the Company mutually agree to extend the term of the loan to five years) and a five-year maturity for loans approved thereafter; and (c) principal and interest payments deferred for at least six months from the date of disbursement.
Allowance for Loan Losses
The following table sets forth information for the year ended September 30, 2021 regarding activity in the allowance for loan losses by portfolio segment (dollars in thousands):
Beginning
Allowance Provision for (Recapture of) Loan Losses Charge-
offs Recoveries Ending
Allowance
Mortgage loans:
One- to four-family $ 1,163 $ ( 9 ) $ — $ — $ 1,154
Multi-family 718 47 — — 765
Commercial 7,144 ( 331 ) — — 6,813
Construction – custom and owner/builder 832 ( 188 ) — — 644
Construction – speculative one- to four-family 158 30 — — 188
Construction – commercial 420 364 — — 784
Construction – multi-family 238 198 — — 436
Construction – land development 133 ( 9 ) — — 124
Land 572 ( 147 ) — 45 470
Consumer loans:
Home equity and second mortgage 593 ( 65 ) — — 528
Other 71 ( 24 ) ( 1 ) 4 50
Commercial business loans 1,372 134 ( 2 ) 9 1,513
Total
$ 13,414 $ — $ ( 3 ) $ 58 $ 13,469
103
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The following table sets forth information for the year ended September 30, 2020 regarding activity in the allowance for loan losses by portfolio segment (dollars in thousands):
Beginning
Allowance Provision for (Recapture of) Loan Losses Charge-
offs Recoveries Ending
Allowance
Mortgage loans:
One- to four-family $ 1,167 $ ( 6 ) $ — $ 2 $ 1,163
Multi-family 481 237 — — 718
Commercial 4,154 2,984 — 6 7,144
Construction – custom and owner/builder 755 72 — 5 832
Construction – speculative one- to four-family 212 ( 54 ) — — 158
Construction – commercial 338 82 — — 420
Construction – multi-family 375 ( 137 ) — — 238
Construction – land development 67 66 — — 133
Land 697 ( 145 ) — 20 572
Consumer loans:
Home equity and second mortgage 623 ( 45 ) — 15 593
Other 99 ( 19 ) ( 12 ) 3 71
Commercial business loans 722 665 ( 15 ) — 1,372
Total
$ 9,690 $ 3,700 $ ( 27 ) $ 51 $ 13,414
The following table sets forth information for the year ended September 30, 2019 regarding activity in the allowance for loan losses by portfolio segment (dollars in thousands):
Beginning
Allowance Provision for (Recapture of) Loan Losses Charge-
offs Recoveries Ending
Allowance
Mortgage loans:
One- to four-family $ 1,086 $ ( 23 ) $ — $ 104 $ 1,167
Multi-family 433 48 — — 481
Commercial 4,248 ( 260 ) — 166 4,154
Construction – custom and owner/builder 671 82 — 2 755
Construction – speculative one- to four-family 178 34 — — 212
Construction – commercial 563 ( 225 ) — — 338
Construction – multi-family 135 240 — — 375
Construction – land development 49 18 — — 67
Land 844 ( 116 ) ( 49 ) 18 697
Consumer loans:
Home equity and second mortgage 649 ( 21 ) ( 5 ) — 623
Other 117 ( 19 ) ( 5 ) 6 99
Commercial business loans 557 242 ( 102 ) 25 722
Total
$ 9,530 $ — $ ( 161 ) $ 321 $ 9,690
104
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The following table presents information on loans evaluated individually and collectively for impairment in the allowance for loan losses by portfolio segment at September 30, 2021 (dollars in thousands):
Allowance for Loan Losses Recorded Investment in Loans
Individually
Evaluated for
Impairment Collectively
Evaluated for
Impairment Total Individually
Evaluated for
Impairment Collectively
Evaluated for
Impairment Total
Mortgage loans:
One- to four-family
$ — $ 1,154 $ 1,154 $ 407 $ 119,528 $ 119,935
Multi-family
— 765 765 — 87,563 87,563
Commercial
— 6,813 6,813 3,143 467,507 470,650
Construction – custom and owner/ builder
— 644 644 — 61,003 61,003
Construction – speculative one- to four-family
— 188 188 — 9,657 9,657
Construction – commercial
— 784 784 — 38,931 38,931
Construction – multi-family
— 436 436 — 22,888 22,888
Construction – land development
— 124 124 — 5,502 5,502
Land
76 394 470 683 19,253 19,936
Consumer loans:
Home equity and second mortgage
— 528 528 516 32,472 32,988
Other
— 50 50 17 2,495 2,512
Commercial business loans 171 1,342 1,513 458 74,121 74,579
SBA PPP loans — — — — 40,922 40,922
Total $ 247 $ 13,222 $ 13,469 $ 5,224 $ 981,842 $ 987,066
105
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The following table presents information on loans evaluated individually and collectively for impairment in the allowance for loan losses by portfolio segment at September 30, 2020 (dollars in thousands):
Allowance for Loan Losses Recorded Investment in Loans
Individually
Evaluated for
Impairment Collectively
Evaluated for
Impairment Total Individually
Evaluated for
Impairment Collectively
Evaluated for
Impairment Total
Mortgage loans:
One- to four-family
$ 3 $ 1,160 $ 1,163 $ 1,143 $ 117,437 $ 118,580
Multi-family
— 718 718 — 85,053 85,053
Commercial
— 7,144 7,144 3,242 450,332 453,574
Construction – custom and owner/ builder
— 832 832 — 75,332 75,332
Construction – speculative one- to four-family
— 158 158 — 7,108 7,108
Construction – commercial
— 420 420 — 20,927 20,927
Construction – multi-family
— 238 238 — 10,832 10,832
Construction – land development
— 133 133 — 4,739 4,739
Land
— 572 572 394 25,177 25,571
Consumer loans:
Home equity and second mortgage
— 593 593 555 31,522 32,077
Other
— 71 71 9 3,563 3,572
Commercial business loans 38 1,334 1,372 430 69,110 69,540
SBA PPP loans — — — — 126,820 126,820
Total $ 41 $ 13,373 $ 13,414 $ 5,773 $ 1,027,952 $ 1,033,725
106
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The following table presents an analysis of loans by aging category and portfolio segment at September 30, 2021 (dollars in thousands):
30-59
Days
Past Due 60-89
Days
Past Due Non-
Accrual(1) Past Due
90 Days
or More
and Still
Accruing Total
Past Due Current Total
Loans
Mortgage loans:
One- to four-family
$ — $ 180 $ 407 $ — $ 587 $ 119,348 $ 119,935
Multi-family
— — — — — 87,563 87,563
Commercial
— — 773 — 773 469,877 470,650
Construction – custom and owner/ builder
— — — — — 61,003 61,003
Construction – speculative one- to four-family
— — — — — 9,657 9,657
Construction – commercial
— — — — — 38,931 38,931
Construction – multi-family
— — — — — 22,888 22,888
Construction – land development
— — — — — 5,502 5,502
Land
— — 683 — 683 19,253 19,936
Consumer loans:
Home equity and second mortgage
— — 516 — 516 32,472 32,988
Other
— — 17 — 17 2,495 2,512
Commercial business loans 5 — 458 — 463 74,116 74,579
SBA PPP loans — — — — — 40,922 40,922
Total
$ 5 $ 180 $ 2,854 $ — $ 3,039 $ 984,027 $ 987,066
__________________
(1) Includes non-accrual loans past due 90 days or more and other loans classified as non-accrual.
107
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The following table presents an analysis of loans by aging category and portfolio segment at September 30, 2020 (dollars in thousands):
30-59
Days
Past Due 60-89
Days
Past Due Non-
Accrual(1) Past Due
90 Days
or More
and Still
Accruing Total
Past Due Current Total
Loans
Mortgage loans:
One- to four-family
$ — $ 68 $ 659 $ — $ 727 $ 117,853 $ 118,580
Multi-family
— — — — — 85,053 85,053
Commercial
— 519 858 — 1,377 452,197 453,574
Construction – custom and owner/ builder
— — — — — 75,332 75,332
Construction – speculative one- to four-family
— — — — — 7,108 7,108
Construction – commercial
— — — — — 20,927 20,927
Construction – multi-family
— — — — — 10,832 10,832
Construction – land development
— 38 — — 38 4,701 4,739
Land
— 144 394 — 538 25,033 25,571
Consumer loans:
Home equity and second mortgage
— 22 555 — 577 31,500 32,077
Other
3 — 9 — 12 3,560 3,572
Commercial business loans 49 — 430 — 479 69,061 69,540
SBA PPP loans — — — — — 126,820 126,820
Total
$ 52 $ 791 $ 2,905 $ — $ 3,748 $ 1,029,977 $ 1,033,725
___________________
(1) Includes non-accrual loans past due 90 days or more and other loans classified as non-accrual.
Credit Quality Indicators
The Company uses credit risk grades which reflect the Company’s assessment of a loan’s risk or loss potential. The Company categorizes loans into risk grade categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors such as the estimated fair value of the collateral. The Company uses the following definitions for credit risk ratings as part of the on-going monitoring of the credit quality of its loan portfolio:
Pass: Pass loans are defined as those loans that meet acceptable quality underwriting standards.
Watch: Watch loans are defined as those loans that still exhibit acceptable quality but have some concerns that justify greater attention. If these concerns are not corrected, a potential for further adverse categorization exists. These concerns could relate to a specific condition peculiar to the borrower, its industry segment or the general economic environment.
Special Mention: Special mention loans are defined as those loans deemed by management to have some potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the payment prospects of the loan.
Substandard : Substandard loans are defined as those loans that are inadequately protected by the current net worth and paying capacity of the obligor, or of the collateral pledged. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. If the weakness or weaknesses are not corrected, there is the distinct possibility that some loss will be sustained.
108
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Doubtful: Loans in this classification have the weaknesses of substandard loans with the additional characteristic that the weaknesses make the collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. At September 30, 2021 and 2020, there were no loans classified as doubtful.
Loss: Loans in this classification are considered uncollectible and of such little value that continuance as an asset is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this loan even though partial recovery may be realized in the future. At September 30, 2021 and 2020, there were no loans classified as loss.
The following table presents an analysis of loans by credit quality indicator and portfolio segment at September 30, 2021 (dollars in thousands):
Loan Grades
Pass Watch Special Mention Substandard Total
Mortgage loans:
One- to four-family $ 118,857 $ 129 $ 537 $ 412 $ 119,935
Multi-family 87,563 — — — 87,563
Commercial 456,188 10,285 2,921 1,256 470,650
Construction – custom and owner / builder 59,699 1,304 — — 61,003
Construction – speculative one- to four-family 9,657 — — — 9,657
Construction – commercial 37,414 — 1,517 — 38,931
Construction – multi-family 22,888 — — — 22,888
Construction – land development 5,467 — — 35 5,502
Land 18,648 558 — 730 19,936
Consumer loans:
Home equity and second mortgage 32,190 145 — 653 32,988
Other 2,465 30 — 17 2,512
Commercial business loans 73,992 49 37 501 74,579
SBA PPP loans 40,922 — — — 40,922
Total
$ 965,950 $ 12,500 $ 5,012 $ 3,604 $ 987,066
109
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The following table presents an analysis of loans by credit quality indicator and portfolio segment at September 30, 2020 (dollars in thousands):
Loan Grades
Pass Watch Special Mention Substandard Total
Mortgage loans:
One- to four-family $ 115,992 $ 1,369 $ 551 $ 668 $ 118,580
Multi-family 85,053 — — — 85,053
Commercial 441,037 7,712 3,447 1,378 453,574
Construction – custom and owner / builder 74,529 803 — — 75,332
Construction – speculative one- to four-family 7,108 — — — 7,108
Construction – commercial 19,525 — 1,402 — 20,927
Construction – multi-family 10,832 — — — 10,832
Construction – land development 4,701 — — 38 4,739
Land 23,290 1,518 370 393 25,571
Consumer loans:
Home equity and second mortgage 31,344 53 — 680 32,077
Other 3,531 32 — 9 3,572
Commercial business loans 68,904 59 94 483 69,540
SBA PPP loans 126,820 — — — 126,820
Total
$ 1,012,666 $ 11,546 $ 5,864 $ 3,649 $ 1,033,725
110
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The following table is a summary of information related to impaired loans by portfolio segment as of and for the year ended September 30, 2021 (dollars in thousands):
September 30, 2021 For the Year Ended September 30, 2021
Recorded
Investment Unpaid Principal
Balance (Loan
Balance Plus
Charge Off) Related
Allowance Average
Recorded
Investment Interest
Income
Recognized Cash Basis
Interest
Income
Recognized
With no related allowance recorded:
Mortgage loans:
One- to four-family $ 407 $ 450 $ — $ 655 $ 58 $ 52
Commercial 3,143 3,143 — 3,039 159 127
Land 321 321 — 292 2 2
Consumer loans:
Home equity and second mortgage 516 516 — 552 1 1
Other 17 17 — 12 — —
Commercial business loans 164 168 — 200 — —
Subtotal
4,568 4,615 — 4,750 220 182
With an allowance recorded:
Mortgage loans:
One- to four-family — — — 97 — —
Land 362 362 76 72 — —
Commercial business loans 294 294 171 285 — —
Subtotal
656 656 247 454 — —
Total:
Mortgage loans:
One- to four-family 407 450 — 752 58 52
Commercial 3,143 3,143 — 3,039 159 127
Land 683 683 76 364 2 2
Consumer loans:
Home equity and second mortgage 516 516 — 552 1 1
Other 17 17 — 12 — —
Commercial business loans 458 462 171 485 — —
Total
$ 5,224 $ 5,271 $ 247 $ 5,204 $ 220 $ 182
111
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The following table is a summary of information related to impaired loans by portfolio segment as of and for the year ended September 30, 2020 (dollars in thousands):
September 30, 2020 For the Year Ended September 30, 2020
Recorded
Investment Unpaid Principal
Balance (Loan
Balance Plus
Charge Off) Related
Allowance Average
Recorded
Investment Interest
Income
Recognized Cash Basis
Interest
Income
Recognized
With no related allowance recorded:
Mortgage loans:
One- to four-family $ 659 $ 703 $ — $ 1,127 $ 44 $ 34
Commercial 3,242 3,242 — 3,236 133 107
Land 394 438 — 125 — —
Consumer loans:
Home equity and second mortgage 555 555 — 581 — —
Other 9 9 — 6 — —
Commercial business loans 182 182 — 176 — —
Subtotal
5,041 5,129 — 5,251 177 141
With an allowance recorded:
Mortgage loans:
One- to four-family 484 484 3 194 16 8
Land — — — 110 — —
Consumer loans:
Other — — — 7 — —
Commercial business loans 248 248 38 370 — —
Subtotal
732 732 41 681 16 8
Total:
Mortgage loans:
One- to four-family 1,143 1,187 3 1,321 60 42
Commercial 3,242 3,242 — 3,236 133 107
Land 394 438 — 235 — —
Consumer loans:
Home equity and second mortgage 555 555 — 581 — —
Other 9 9 — 13 — —
Commercial business loans 430 430 38 546 — —
Total
$ 5,773 $ 5,861 $ 41 $ 5,932 $ 193 $ 149
112
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The following table is a summary of information related to impaired loans by portfolio segment as of and for the year ended September 30, 2019 (dollars in thousands):
September 30, 2019 For the Year Ended September 30, 2019
Recorded
Investment Unpaid Principal
Balance (Loan
Balance Plus
Charge Off) Related
Allowance Average
Recorded
Investment Interest
Income
Recognized Cash Basis
Interest
Income
Recognized
With no related allowance recorded:
Mortgage loans:
One- to four-family $ 1,192 $ 1,236 $ — $ 1,110 $ 71 $ 62
Commercial 3,190 3,190 — 2,920 227 192
Land 63 126 — 100 3 3
Consumer loans:
Home equity and second mortgage 603 603 — 459 — —
Commercial business loans 189 291 — 142 30 30
Subtotal
5,237 5,446 — 4,731 331 287
With an allowance recorded:
Mortgage loans:
Land 141 141 27 246 — —
Consumer loans:
Other 23 23 17 10 — —
Commercial business loans 536 536 128 350 30 30
Subtotal
700 700 172 606 30 30
Total:
Mortgage loans:
One- to four-family 1,192 1,236 — 1,110 71 62
Commercial 3,190 3,190 — 2,920 227 192
Land 204 267 27 346 3 3
Consumer loans:
Home equity and second mortgage 603 603 — 459 — —
Other 23 23 17 10 — —
Commercial business loans 725 827 128 492 60 60
Total
$ 5,937 $ 6,146 $ 172 $ 5,337 $ 361 $ 317
113
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The CARES Act provided guidance around the modification of loans as a result of the COVID-19 pandemic, which outlined, among other criteria, that short-term modifications made on a good faith basis to borrowers who were current as defined under the CARES Act prior to any relief, are not TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers are considered current under the CARES Act and related regulatory guidance if they are less than 30 days past due on their contractual payments at the time a modification program is implemented. In response to requests from borrowers, the Company made payment deferral modifications (typically 90-day payment deferrals with interest continuing to accrue or scheduled to be paid monthly) on a number of loans. The majority of these borrowers had resumed making payments as of September 30, 2021, and only one loan with a balance of $ 323,000 remained on deferral status under COVID-19 loan modification forbearance agreements as of that date. Loan modifications in accordance with the CARES Act and related regulatory guidance are still subject to an evaluation in regard to determining whether or not a loan is deemed to be impaired.
The following table details the COVID-19 loan modifications on deferral status as of September 30, 2021 (dollars in thousands):
COVID-19 Loan Modifications
Mortgage loans Number Balance Percent
One- to four-family 1 $ 323 100.0 %
Total COVID-19 modifications 1 $ 323 100.0 %
The following table details the COVID-19 loan modifications on deferral status as of September 30, 2020 (dollars in thousands):
COVID-19 Loan Modifications
Mortgage loans Number Balance Percent
One- to four-family 1 $ 467 8.0 %
Commercial 2 3,951 67.2
Construction 1 1,402 23.9
Total mortgage loans 4 5,820 99.1
Consumer loans
Home equity and second mortgage 1 50 0.9
Total consumer loans 1 50 0.9
Total COVID-19 Modifications 5 $ 5,870 100.0 %
The Company had $ 2,553,000 in TDRs included in impaired loans at September 30, 2021 and had no commitments to lend additional funds on these loans. The Company had $ 3,071,000 in TDRs included in impaired loans at September 30, 2020 and had no commitments to lend additional funds on these loans. None of the allowance for loan losses was allocated to TDRs at September 30, 2021. The allowance for loan losses allocated to TDRs at September 30, 2020 was $ 3,000 .
The following tables set forth information with respect to the Company’s TDRs by interest accrual status as of September 30, 2021 and 2020 (dollars in thousands):
2021
Accruing Non-Accrual Total
Mortgage loans:
Commercial $ 2,371 $ — $ 2,371
Land — 119 119
Consumer loans:
Home equity and second mortgage — 63 63
Total
$ 2,371 $ 182 $ 2,553
114
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
2020
Accruing Non-Accrual Total
Mortgage loans:
One- to four-family $ 483 $ — $ 483
Commercial 2,385 — 2,385
Land — 130 130
Consumer loans:
Home equity and second mortgage — 73 73
Total
$ 2,868 $ 203 $ 3,071
There were no new TDRs recognized during the years ended September 30, 2021 and 2020. There was one new TDR during the year ended September 30, 2019. The following table sets forth information with respect to the Company's TDRs, by portfolio segment, added during the year ended September 30, 2019:
2019 Number of
Contracts Pre-Modification
Outstanding
Recorded
Investment Post- Modification
Outstanding
Recorded
Investment End of
Period
Balance
Home equity and second mortgage loans (1) 1 $ 85 $ 85 $ 82
Total 1 $ 85 $ 85 $ 82
There were no TDRs for which there was a payment default within the first 12 months of modification during the years ended September 30, 2021, 2020 or 2019.
Note 6 - Premises and Equipment
Premises and equipment consisted of the following at September 30, 2021 and 2020 (dollars in thousands):
2021 2020
Land $ 5,404 $ 5,404
Buildings and improvements 24,718 24,636
Furniture and equipment 10,307 9,978
Property held for future expansion 129 129
Construction and purchases in progress 225 138
40,783 40,285
Less accumulated depreciation 18,416 17,250
Premises and equipment, net $ 22,367 $ 23,035
115
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Note 7 – OREO and Other Repossessed Assets
The following table presents the activity related to OREO and other repossessed assets for the years ended September 30, 2021 and 2020 (dollars in thousands):
2021 2020
Amount Number
Amount Number
Balance, beginning of year $ 1,050 6 $ 1,683 12
Writedowns — — ( 173 ) —
Sales ( 893 ) ( 3 ) ( 460 ) ( 6 )
Balance, end of year $ 157 3 $ 1,050 6
At September 30, 2021 and 2020, OREO and other repossessed assets consisted of OREO properties in Washington. The Company recorded net gains on sales of OREO and other repossessed assets of $ 92,000 , $ 35,000 , and $ 89,000 for the years ended September 30, 2021, 2020 and 2019, respectively. Gains and losses on sales of OREO and other repossessed assets are recorded in the OREO and other repossessed assets, net category in non-interest expense in the accompanying consolidated statements of income.
At September 30, 2021, there were no foreclosed residential real estate properties held in OREO as a result of obtaining physical possession, and there was one one- to four-family property with a balance of $ 30,000 in the process of foreclosure. At September 30, 2020, there were no foreclosed residential real estate properties held in OREO as a result of obtaining physical possession, and there were no one- to four-family properties in the process of foreclosure.
Note 8 - Goodwill and CDI
Goodwill
There were no changes to the recorded amount of goodwill for both years ended September 30, 2021 and 2020.
CDI
During the year ended September 30, 2019, the Company recorded a CDI of $ 2,483,000 in connection with the South Sound Acquisition. The CDI amortization expense totaled $ 361,000 , $ 406,000 and $ 452,000 for the years ended September 30, 2021, 2020 and 2019, respectively.
Amortization expense for the CDI for fiscal years ending subsequent to September 30, 2021 is estimated to be as follows (dollars in thousands):
2022 $ 316
2023 271
2024 226
2025 181
2026 135
Thereafter 135
Total $ 1,264
Note 9 - Loan Servicing Rights
The Company services one- to four-family mortgage loans for Freddie Mac and also provides servicing for secondary market purchasers of the guaranteed portion of SBA loans; such loans are not included in the accompanying consolidated balance sheets. The principal amount of loans serviced for Freddie Mac at September 30, 2021, 2020 and 2019 was $ 419,675,000 ,
116
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
$ 418,559,000 and $ 386,357,000 , respectively. The guaranteed principal amount of SBA loans serviced for others at September 30, 2021, 2020 and 2019 was $ 6,761,000 , $ 8,022,000 and $ 12,765,000 , respectively.
The following is an analysis of the changes in Freddie Mac loan servicing rights for the years ended September 30, 2021, 2020 and 2019 (dollars in thousands):
2021 2020 2019
Balance, beginning of year $ 2,980 $ 2,206 $ 2,022
Additions 1,388 1,733 747
Amortization ( 1,022 ) ( 748 ) ( 563 )
Valuation recovery (allowance) 92 ( 211 ) —
Balance, end of year $ 3,438 $ 2,980 $ 2,206
At September 30, 2021, 2020 and 2019, the estimated fair value of Freddie Mac servicing rights totaled $ 3,656,000 , $ 3,120,000 and $ 3,694,000 , respectively. The Freddie Mac servicing rights' fair values at September 30, 2021, 2020 and 2019 were estimated using discounted cash flow analyses with an average discount rates of 9.00 % for all years , and average conditional prepayment rates of 12.71 % , 14.42 % and 11.31 %, respectively . At September 30, 2021, there was a valuation allowance of $ 119,000 . At September 30, 2020, there was a valuation allowance of $ 211,000 . At September 30, 2019, there was no valuation allowance on the Freddie Mac servicing rights.
The following is an analysis of the changes in SBA loan servicing rights for the years ended September 30, 2021, 2020 and 2019 (dollars in thousands):
2021 2020 2019
Balance, beginning of year $ 115 $ 202 $ 6
Additions due to South Sound Acquisition — — 285
Other additions — 13 2
Amortization ( 89 ) ( 90 ) ( 83 )
Valuation allowance - South Sound Acquisition — — ( 4 )
Valuation recovery (allowance) 18 ( 10 ) ( 4 )
Balance, end of year $ 44 $ 115 $ 202
At September 30, 2021, 2020 and 2019, the estimated fair value of SBA servicing rights totaled $ 99,000 , $ 115,000 and $ 202,000 , respectively. The SBA servicing rights' fair values at September 30, 2021, 2020 and 2019 were estimated using discounted cash flow analyses with an average discount rate of 15.00 % for all years and average conditional prepayment rates of 17.85 %, 16.29 % and 16.13 %, respectively. At September 30, 2021, 2020 and 2019, there were valuation allowances of $ 0 , $ 18,000 and $ 8,000 , respectively, on SBA servicing rights.
Note 10 - Leases
The Company adopted ASC 842 on October 1, 2019 and began recording operating lease liabilities and operating lease ROU assets in the consolidated balance sheets. The Company has operating leases for three retail bank branch offices. The ROU assets totaled $ 2.89 million at October 1, 2019. The Company's leases have remaining lease terms of ten months to ten years , some of which include options to extend the leases for up to five years . Lease extensions are not certain and the Company evaluates each lease based on the specific circumstances for the location to determine the probability of exercising the extensions in the calculation of ROU.
117
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The components of lease cost (included in the premises and equipment expense category in the consolidated statements of income) are as follows for the years ended September 30, 2021 and 2020 (dollars in thousands):
Lease cost: 2021 2020
Operating lease cost $ 395 $ 377
Short-term lease cost — —
Total lease cost $ 395 $ 377
Lease expense was $322,000 for the year ended September 30, 2019.
The following table provides supplemental information related to operating leases at or for the years ended September 30, 2021 and 2020 (dollars in thousands):
2021 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 327 $ 318
Weighted average remaining lease term-operating leases 8.44 years 9.24 years
Weighted average discount rate-operating leases 2.24 % 2.22 %
The Company's leases typically do not contain a discount rate implicit in the lease contract. As an alternative, the weighted average discount rate used to estimate the present value of future lease payments in calculating the value of the ROU asset. The lease liability was determined by utilizing the September 30, 2019 fixed-rate advances issued by the FHLB, for all leases entered into prior to October 1, 2019.
Maturities of operating lease liabilities at September 30, 2021 for fiscal years ended subsequent to September 30, 2021 are as follows (dollars in thousands):
2022 $ 342
2023 310
2024 313
2025 317
2026 284
Thereafter 1,038
Total lease payments 2,604
Less imputed interest 245
Total $ 2,359
Note 11 - Deposits
Deposits consisted of the following at September 30, 2021 and 2020 (dollars in thousands):
2021 2020
Non-interest-bearing demand $ 535,212 $ 441,889
NOW checking 430,097 376,899
Savings 260,689 219,869
Money market 210,428 161,225
Certificates of deposit 134,129 158,524
Total $ 1,570,555 $ 1,358,406
118
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Individual certificates of deposit in amounts of $250,000 or greater totaled $ 21,781,000 and $ 28,945,000 at September 30, 2021 and 2020, respectively. The Company had brokered deposits totaling $ 11,383,000 and $ 11,303,000 at September 30, 2021 and 2020, respectively.
Scheduled maturities of certificates of deposit for fiscal years ending subsequent to September 30, 2021 are as follows (dollars in thousands):
2022 $ 81,422
2023 26,441
2024 10,420
2025 9,034
2026 6,812
Total $ 134,129
Interest expense on deposits by account type was as follows for the years ended September 30, 2021, 2020 and 2019 (dollars in thousands):
2021 2020 2019
NOW checking $ 605 $ 882 $ 840
Savings 201 188 106
Money market 560 735 1,119
Certificates of deposit 1,647 2,830 2,500
Total $ 3,013 $ 4,635 $ 4,565
Note 12 – FHLB Borrowings and Other Borrowings
The Bank has long- and short-term borrowing lines with the FHLB with total credit on the lines equal to 45 % of the Bank’s total assets, limited by available collateral. The Bank had a single $ 5,000,000 long-term FHLB borrowing outstanding at September 30, 2021, with scheduled maturity in March 2025, and which bears interest at 1.19 %. The Bank had $ 10,000,000 in FHLB borrowings outstanding at September 30, 2020. Under the Advances, Pledge and Security Agreement entered into with the FHLB ("FHLB Borrowing Agreement"), virtually all of the Bank’s assets, not otherwise encumbered, are pledged as collateral for borrowings under the FHLB Borrowing Agreement.
The Bank also maintains a short-term borrowing line with the FRB with total credit based on eligible collateral. At September 30, 2021, the Bank had a borrowing capacity on this line of $ 73,809,000 . The Bank had no outstanding borrowings on this line at both September 30, 2021 and 2020.
The Bank has a short-term $ 50,000,000 overnight borrowing line with Pacific Coast Bankers' Bank. The borrowing line may be reduced or withdrawn at any time. The Bank had no outstanding borrowings on this line at both September 30, 2021 and 2020.
Note 13 - Other Liabilities and Accrued Expenses
Other liabilities and accrued expenses were comprised of the following at September 30, 2021 and 2020 (dollars in thousands):
2021 2020
Accrued deferred compensation, profit sharing plans and bonuses payable $ 3,074 $ 3,110
Accrued interest payable on deposits 134 274
Accounts payable and accrued expenses - other 4,159 3,928
Total other liabilities and accrued expenses $ 7,367 $ 7,312
119
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Note 14 - Income Taxes
The components of the provision for income taxes for the years ended September 30, 2021, 2020 and 2019 were as follows (dollars in thousands):
2021 2020 2019
Current:
Federal $ 6,570 $ 5,962 $ 5,198
Deferred 275 76 703
Provision for income taxes $ 6,845 $ 6,038 $ 5,901
At September 30, 2021, the Company had income taxes payable of $ 42,000 , which is included in other liabilities in the accompanying 2021 consolidated balance sheet. At September 30, 2020, the Company had income taxes receivable of $ 781,000 , which is included in other assets in the accompanying 2020 consolidated balance sheet.
The components of the Company’s deferred tax assets and liabilities at September 30, 2021 and 2020 were as follows (dollars in thousands):
2021 2020
Deferred Tax Assets
Allowance for loan losses $ 2,613 $ 2,440
Allowance for OREO losses 42 171
OTTI credit impairment on investment securities 64 64
Accrued interest on loans 75 8
Deferred compensation and bonuses 301 372
Reserve for loan commitments 76 81
Operating lease liabilities 495 552
Other 46 69
Total deferred tax assets 3,712 3,757
Deferred Tax Liabilities
Goodwill 1,187 1,187
Loan servicing rights 731 650
Depreciation 787 778
Loan fees/costs 584 428
FHLB stock dividends 38 81
Prepaid expenses 162 98
Purchase accounting adjustment 233 207
Net unrealized gains on investment securities and investments in equity securities 20 23
Operating lease ROU assets 480 543
Total deferred tax liabilities 4,222 3,995
Net deferred tax liabilities $ ( 510 ) $ ( 238 )
Deferred tax liabilities are included in other liabilities in the accompanying consolidated balance sheets.
120
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The provision for income taxes for the years ended September 30, 2021, 2020 and 2019 differs from that computed at the federal statutory corporate tax rate as follows (dollars in thousands):
2021 2020 2019
Expected federal income tax provision at statutory rate $ 7,230 $ 6,365 $ 6,283
BOLI income ( 125 ) ( 124 ) ( 345 )
Dividends on ESOP ( 88 ) ( 75 ) ( 73 )
Stock options tax effect ( 167 ) ( 33 ) ( 87 )
Other, net ( 5 ) ( 95 ) 123
Provision for income taxes $ 6,845 $ 6,038 $ 5,901
No valuation allowance for deferred tax assets was recorded as of September 30, 2021 and 2020, as management believes that it is more likely than not that all of the deferred tax assets will be realized based on management's expectations of future taxable income.
Note 15 - Employee Stock Ownership and 401(k) Plan
The Timberland Bank Employee Stock Ownership and 401(k) Plan (“KSOP”) is comprised of two components, the ESOP and the 401(k) Plan. The KSOP benefits employees with at least one year of service who are 18 years of age or older. The Bank may fund the ESOP with contributions of cash or stock, and may fund the 401(k) Plan with contributions of cash. Employee vesting occurs over six years .
ESOP
In January 1998, the ESOP borrowed $ 7,930,000 from the Company to purchase 1,058,000 shares of common stock of the Company. The loan was repaid primarily from the Bank’s contributions to the ESOP and was fully repaid by March 31, 2019.
The amount of the Bank's annual contribution is discretionary, except that it must have been sufficient to enable the ESOP to service its debt. All dividends received by the ESOP were used to pay debt service through March 31, 2019. The dividends received after March 31, 2019 have been paid directly to participants. Dividends of $ 176,000 were used to service the debt during the year ended September 30, 2019. As the Plan made each payment of principal and interest, an appropriate percentage of stock was released and allocated annually to eligible employee accounts, in accordance with applicable regulations. As of September 30, 2021, an aggregate of 660,374 ESOP shares, which were previously released for allocation to participants, had been distributed to participants.
Total shares held by the ESOP as of September 30, 2021, 2020 and 2019 were 397,626 , 415,698 and 425,281 , respectively.
There was no compensation expense recognized for the ESOP for the years ended September 30, 2021 and 2020. Compensation expense recognized for the ESOP for the year ended September 30, 2019 was $ 318,000 .
401(k) Plan
Eligible employees may contribute a portion of their wages to the 401(k) Plan up to the maximum established under the Internal Revenue Code. Contributions by the Bank are at the discretion of the Board except for a safe harbor contribution of 3 % of eligible employees' wages, which is mandatory according to the plan document. Bank contributions totaled $ 931,000 , $ 908,000 and $ 743,000 for the years ended September 30, 2021, 2020 and 2019, respectively.
Note 16 - Stock Compensation Plans
Under the Company’s 2003 Stock Option Plan, the Company was able to grant options for up to 300,000 shares of common stock to employees, officers, directors and directors emeriti. Under the Company's 2014 Equity Incentive Plan, the Company is able to grant options and awards of restricted stock (with or without performance measures) for up to 352,366 shares of common stock to employees, officers, directors and directors emeriti. Under the Company's 2019 Equity Incentive Plan the
121
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Company is able to grant options and awards of restricted stock (with or without performance measures) for up to 350,000 shares of common stock, of which 300,000 shares are reserved to be awarded to employees and officers and 50,000 shares are reserved to be awarded to directors and directors emeriti. Shares issued may be purchased in the open market or may be issued from authorized and unissued shares. The exercise price of each option equals the fair market value of the Company’s common stock on the date of grant. Generally, options and restricted stock vest in 20 % annual installments on each of the five anniversaries from the date of the grant, and options generally have a maximum contractual term of ten years from the date of the grant. At September 30, 2021, there were 17,926 shares of common stock available which may be awarded as options or restricted stock pursuant to future grants under the 2014 Equity Incentive Plan. At September 30, 2021, there were 231,000 shares of common stock available which may be awarded as options or restricted stock pursuant to future grants under the 2019 Equity Incentive Plan.
At both September 30, 2021 and 2020, there were no unvested restricted stock awards. There were no restricted stock grants awarded during the years ended September 30, 2021, 2020 and 2019.
Stock option activity for the years ended September 30, 2021, 2020 and 2019 is summarized as follows:
Number of
Shares Weighted Average
Exercise Price
Outstanding September 30, 2018 380,820 $ 16.03
Options granted 46,840 27.14
Options exercised ( 43,856 ) 9.14
Options forfeited ( 5,500 ) 19.89
Outstanding September 30, 2019 378,304 18.15
Options granted 69,150 17.01
Options exercised ( 37,975 ) 10.31
Options forfeited ( 14,130 ) 25.36
Outstanding September 30, 2020 395,349 18.45
Options granted 81,000 28.06
Options exercised ( 64,264 ) 9.81
Options forfeited ( 5,270 ) 26.91
Outstanding September 30, 2021 406,815 $ 21.62
The aggregate intrinsic value of options exercised during the years ended September 30, 2021, 2020 and 2019 was $ 1,143,000 , $ 640,000 and $ 864,000 , respectively.
The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards with the weighted average assumptions noted in the following table. The risk-free interest rate is based on the rate of a U.S. Treasury security with a similar term as the expected life of the stock option at the particular grant date. The expected life is based on historical data, vesting terms and estimated exercise dates. The expected dividend yield is based on the most recent quarterly dividend on an annualized basis in effect at the time that the options were granted, adjusted, if appropriate, for management's expectations regarding future dividends. The expected volatility is based on historical volatility of the Company’s stock price. There were 46,840 options granted during the year ended September 30, 2019 with an aggregate grant date fair value of $ 240,000 . There were 69,150 options granted during the year ended September 30, 2020 with an aggregate grant date fair value of $ 187,000 . There were 81,000 options granted during the year ended September 30, 2021 with an aggregate grant date fair value of $ 502,000 .
122
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The weighted average assumptions for options granted during the years ended September 30, 2021, 2020 and 2019 were as follows:
2021 2020 2019
Expected volatility 35 % 33 % 29 %
Expected life (in years) 5 5 5
Expected dividend yield 3.39 % 5.36 % 3.28 %
Risk free interest rate 1.02 % 0.28 % 1.53 %
Grant date fair value per share $ 6.20 $ 2.70 $ 5.12
There were 49,928 options that vested during the year ended September 30, 2021 with a total fair value of $ 170,000 . There were 58,548 options that vested during the year ended September 30, 2020 with a total fair value of $ 176,000 . There were 77,540 options that vested during the year ended September 30, 2019 with a total fair value of $ 203,000 .
At September 30, 2021, there were 187,664 unvested options with an aggregate grant date fair value of $ 892,000 , all of which the Company assumes will vest. The unvested options had an aggregate intrinsic value of $ 766,000 at September 30, 2021.
At September 30, 2020, there were 159,192 unvested options with an aggregate grant date fair value of $ 571,000 .
Additional information regarding options outstanding at September 30, 2021 is as follows:
Options Outstanding Options Exercisable
Range of
Exercise
Prices ($) Number Weighted
Average
Exercise
Price Weighted
Average
Remaining
Contractual
Life (Years) Number Weighted
Average
Exercise
Price Weighted
Average
Remaining
Contractual
Life (Years)
5.86 - 6.00 4,000 5.93 1.0 4,000 5.93 1.0
9.00 26,000 9.00 2.1 26,000 9.00 2.1
10.26 - 10.71 60,075 10.57 3.5 60,075 10.57 3.5
15.67 - 19.13 103,000 16.50 7.7 47,480 16.01 6.2
26.50 - 27.14 43,990 27.13 8.0 17,396 27.13 8.0
28.23 - 29.69 129,750 28.80 8.5 40,200 29.69 6.0
31.80 40,000 31.80 7.0 24,000 31.80 7.0
406,815 $ 21.62 6.9 219,151 $ 18.63 5.1
The aggregate intrinsic value of options outstanding at September 30, 2021, 2020 and 2019 was $ 3,119,000 , $ 1,416,000 , and $ 3,854,000 , respectively.
As of September 30, 2021, unrecognized compensation cost related to non-vested stock options was $ 904,000 , which is expected to be recognized over a weighted average period of 2.54 years.
Note 17 - Commitments and Contingencies
In the normal course of business the Company is party to financial instruments with off-balance-sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit risk not recognized in the consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments as it does for on-balance-sheet instruments.
123
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit - worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. However, such loan to value ratios will subsequently change, based on increases and decreases in the supporting collateral values. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate, land and income-producing commercial properties.
A summary of the Company’s commitments at September 30, 2021 and 2020 is as follows (dollars in thousands):
2021 2020
Undisbursed portion of construction loans in process (see Note 5) $ 95,224 $ 100,558
Undisbursed lines of credit 115,865 103,030
Commitments to extend credit 47,422 38,581
The Company maintains a separate reserve for losses related to unfunded loan commitments. Management estimates the amount of probable losses related to unfunded loan commitments by applying the loss factors used in the allowance for loan loss methodology to an estimate of the expected amount of funding and applies this adjusted factor to the unused portion of unfunded loan commitments. The reserve for unfunded loan commitments totaled $ 365,000 and $ 384,000 at September 30, 2021 and 2020, respectively. These amounts are included in other liabilities and accrued expenses in the accompanying consolidated balance sheets. Increases (decreases) in the reserve for unfunded loan commitments are recorded in non-interest expense in the accompanying consolidated statements of income.
The Bank has an employee severance compensation plan which expires in 2027 and which provides severance pay benefits to eligible employees in the event of a change in control of Timberland Bancorp or the Bank (as defined in the plan). In general, all employees with two or more years of service will be eligible to participate in the plan. Under the plan, in the event of a change in control of Timberland Bancorp or the Bank, eligible employees who are terminated or who terminate employment (but only upon the occurrence of events specified in the plan) within 12 months of the effective date of a change in control would be entitled to a payment based on years of service or officer rank with the Bank. The maximum payment for any eligible employee would be equal to 18 months of the employee’s current compensation.
Timberland Bancorp has employment agreements with the Chief Executive Officer and the Chief Financial Officer which provide for a severance payment and other benefits if the officers are involuntarily terminated following a change in control of Timberland Bancorp or the Bank. The maximum value of the severance benefits under the employment agreements is 2.99 times the officer's average annual compensation during the five -year period prior to the effective date of the change in control.
Because of the nature of its activities, the Company is subject to various pending and threatened legal actions which arise in the ordinary course of business. In the opinion of management, liabilities arising from these claims, if any, will not have a material effect on the future consolidated financial position of the Company.
Note 18 - Regulatory Matters
The Bank, as a state-chartered, federally insured savings bank, is subject to the capital requirements established by the FDIC. Under the FDIC's capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by bank regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements.
The minimum requirements are a common equity Tier 1 ("CET1") capital ratio of 4.5 %, a Tier 1 capital ratio of 6.0 %, a total capital ratio of 8.0 % and a leverage ratio of 4.0 %. In addition to the minimum regulatory capital ratios, the Bank is required to maintain a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying
124
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
discretionary bonuses based on percentages of retained income that could be utilized for such actions. At September 30, 2021, the Bank's CET1 capital exceeded the required capital conservation buffer.
At September 30, 2021 and 2020, the Bank exceeded all regulatory capital requirements. The Bank was categorized as "well capitalized" at September 30, 2021 and 2020 under the regulations of the FDIC. The following tables compare the Bank’s actual capital amounts at September 30, 2021 and 2020 to its minimum regulatory capital requirements and "Well Capitalized" regulatory capital at those dates (dollars in thousands):
Actual Regulatory Minimum To Be "Adequately Capitalized" Regulatory Minimum To Be "Well Capitalized" Under Prompt Corrective Action Provisions
September 30, 2021 Amount Ratio Amount Ratio Amount Ratio
Leverage Capital Ratio:
Tier 1 capital $ 188,512 10.7 % $ 70,240 4.0 % $ 87,801 5.0 %
Risk-based Capital Ratios:
Common equity Tier 1 capital 188,512 20.6 41,257 4.5 59,593 6.5
Tier 1 capital 188,512 20.6 55,009 6.0 73,345 8.0
Total capital 200,002 21.8 73,345 8.0 91,682 10.0
September 30, 2020
Leverage Capital Ratio:
Tier 1 capital $ 168,937 11.1 % $ 60,993 4.0 % $ 76,241 5.0 %
Risk-based Capital Ratios:
Common equity Tier 1 capital 168,937 19.7 38,504 4.5 55,618 6.5
Tier 1 capital 168,937 19.7 51,339 6.0 68,452 8.0
Total capital 179,671 21.0 68,452 8.0 85,566 10.0
Timberland Bancorp is a bank holding company registered with the Federal Reserve. Bank holding companies are subject to capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve. For a bank holding company with less than $3.0 billion in assets, the capital guidelines apply on a bank only basis, and the Federal Reserve expects the holding company's subsidiary bank to be well capitalized under the prompt corrective action regulations. If Timberland Bancorp were subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets at September 30, 2021, Timberland Bancorp would have exceeded all regulatory requirements.
The following table presents the regulatory capital ratios for Timberland Bancorp at September 30, 2021 and 2020 assuming that Timberland Bancorp was subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets (dollars in thousands):
2021 2020
Amount Ratio Amount Ratio
Leverage Capital Ratio:
Tier 1 capital $ 191,973 11.0 % $ 172,000 11.3 %
Risk-based Capital Ratios:
Common equity Tier 1 capital 191,973 20.9 172,000 20.1
Tier 1 capital 191,973 20.9 172,000 20.1
Total capital 203,475 22.2 182,805 21.3
125
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Note 19 - Condensed Financial Information - Parent Company Only
Condensed Balance Sheets - September 30, 2021 and 2020
(dollars in thousands)
2021 2020
Assets
Cash and cash equivalents:
Cash and due from financial institutions $ 379 $ 505
Interest-bearing deposits in banks 2,553 2,128
Total cash and cash equivalents
2,932 2,633
Investment securities held to maturity, at amortized cost (estimated fair value $ 505 and $ 499 )
500 500
Investment in Bank 203,440 184,567
Other assets 107 23
Total assets $ 206,979 $ 187,723
Liabilities and shareholders’ equity
Accrued expenses $ 80 $ 93
Shareholders’ equity 206,899 187,630
Total liabilities and shareholders’ equity $ 206,979 $ 187,723
Condensed Statements of Income - Years Ended September 30, 2021, 2020 and 2019
(dollars in thousands)
2021 2020 2019
Operating income
Interest on deposits in banks $ 5 $ 26 $ 67
Interest on loan receivable from ESOP — — 9
Interest on investment securities 24 5 —
Dividends from Bank 9,085 8,762 6,607
Total operating income 9,114 8,793 6,683
Operating expenses 495 554 525
Income before income taxes and equity in undistributed
income of Bank 8,619 8,239 6,158
Benefit for income taxes ( 238 ) ( 186 ) ( 169 )
Income before undistributed income of Bank 8,857 8,425 6,327
Equity in undistributed income of Bank 18,726 15,844 17,693
Net income $ 27,583 $ 24,269 $ 24,020
126
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Condensed Statements of Cash Flows - Years Ended September 30, 2021, 2020 and 2019
(dollars in thousands)
2021 2020 2019
Cash flows from operating activities
Net income $ 27,583 $ 24,269 $ 24,020
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed income of Bank ( 18,726 ) ( 15,844 ) ( 17,693 )
Earned ESOP shares — 31 441
Stock option compensation expense 173 182 159
Other, net ( 97 ) ( 279 ) 9
Net cash provided by operating activities
8,933 8,359 6,936
Cash flows from investing activities
Investment in Bank ( 149 ) ( 187 ) ( 14,915 )
Purchase of investment securities held to maturity — ( 500 ) —
Principal repayments on loan receivable from ESOP — — 285
Cash acquired, net of cash consideration paid in business combination — — 14,284
Net cash used in investing activities ( 149 ) ( 687 ) ( 346 )
Cash flows from financing activities
Proceeds from exercise of stock options 631 391 401
Repurchase of common stock ( 527 ) ( 1,238 ) ( 499 )
Payment of dividends ( 8,589 ) ( 7,083 ) ( 6,495 )
Net cash used in financing activities ( 8,485 ) ( 7,930 ) ( 6,593 )
Net (decrease) increase in cash and cash equivalents 299 ( 258 ) ( 3 )
Cash and cash equivalents
Beginning of year 2,633 2,891 2,894
End of year $ 2,932 $ 2,633 $ 2,891
Note 20 - Net Income Per Common Share
Information regarding the calculation of basic and diluted net income per common share for the years ended September 30, 2021, 2020 and 2019 is as follows (dollars in thousands, except per share amounts):
2021 2020 2019
Basic net income per common share computation
Numerator - net income $ 27,583 $ 24,269 $ 24,020
Denominator - weighted average common shares outstanding 8,340,983 8,326,600 8,318,928
Basic net income per common share $ 3.31 $ 2.91 $ 2.89
Diluted net income per common share computation
Numerator - net income $ 27,583 $ 24,269 $ 24,020
Denominator - weighted average common shares outstanding 8,340,983 8,326,600 8,318,928
Effect of dilutive stock options (1) 103,350 95,886 149,298
Weighted average common shares outstanding-assuming dilution 8,444,333 8,422,486 8,468,226
Diluted net income per common share $ 3.27 $ 2.88 $ 2.84
127
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
___________________
(1) For the years ended September 30, 2021, 2020 and 2019, average options to purchase 136,148 , 131,186 and 102,920 shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per common share, because their effect would have been anti-dilutive.
Note 21 - Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) ("AOCI") by component during the years ended September 30, 2021, 2020 and 2019 are as follows (dollars in thousands):
Changes in fair value of available for sale securities [1]
Changes in OTTI on held to maturity securities [1]
Total [1]
2021
Balance of AOCI at the beginning of period $ 87 $ ( 26 ) $ 61
Other comprehensive income (loss) ( 12 ) 10 ( 2 )
Balance of AOCI at the end of period $ 75 $ ( 16 ) $ 59
2020
Balance of AOCI at the beginning of period $ 90 $ ( 40 ) $ 50
Other comprehensive income (loss) ( 3 ) 14 11
Balance of AOCI at the end of period $ 87 $ ( 26 ) $ 61
2019
Balance of AOCI at the beginning of period $ ( 58 ) $ ( 71 ) $ ( 129 )
Other comprehensive income 85 31 116
Adoption of ASU 2016-01 $ 63 $ — $ 63
Balance of AOCI at the end of period $ 90 $ ( 40 ) $ 50
___________________
[1] All amounts are net of income taxes.
Note 22 - Fair Value Measurements
Fair value is defined under GAAP as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP also establishes a fair value hierarchy which prioritizes the valuation inputs into three levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of three levels. These levels are:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2: Significant observable inputs other than quoted prices included within Level 1, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability based on the best information available in the circumstances.
128
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The Company's assets measured at fair value on a recurring basis consist of investment securities available for sale and investments in equity securities. The estimated fair values of MBS are based upon market prices of similar securities or observable inputs (Level 2). The estimated fair values of mutual funds are based upon quoted market prices (Level 1).
The Company had no liabilities measured at fair value on a recurring basis at September 30, 2021 and 2020. The Company's assets measured at estimated fair value on a recurring basis at September 30, 2021 and 2020 are as follows (dollars in thousands):
Estimated Fair Value
September 30, 2021 Level 1 Level 2 Level 3 Total
Available for sale investment securities
MBS: U.S. government agencies
$ — $ 63,176 $ — $ 63,176
Investments in equity securities
Mutual funds
955 — — 955
Total $ 955 $ 63,176 $ — $ 64,131
September 30, 2020
Available for sale investment securities
MBS: U.S. government agencies $ — $ 57,907 $ — $ 57,907
Investments in equity securities
Mutual funds 977 — — 977
Total $ 977 $ 57,907 $ — $ 58,884
There were no transfers among Level 1, Level 2 and Level 3 during the years ended September 30, 2021 and 2020.
The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a non-recurring basis in accordance with GAAP. These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period.
The Company uses the following methods and significant assumptions to estimate fair value on a non-recurring basis:
Impaired Loans : The estimated fair value of impaired loans is calculated using the collateral value method or on a discounted cash flow basis. The specific reserve for collateral dependent impaired loans is based on the estimated fair value of the collateral less estimated costs to sell, if applicable. In some cases, adjustments are made to the appraised values due to various factors including age of the appraisal, age of comparables included in the appraisal and known changes in the market and in the collateral. Such adjustments may be significant and typically result in a Level 3 classification of the inputs for determining fair value. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.
Investment Securities Held to Maturity: The estimated fair value of investment securities held to maturity is based upon the assumptions market participants would use in pricing the investment security. Such assumptions include quoted market prices (Level 1), market prices of similar securities or observable inputs (Level 2) and unobservable inputs such as dealer quotes, discounted cash flows or similar techniques (Level 3).
OREO and Other Repossessed Assets, net: OREO and other repossessed assets are recorded at estimated fair value less estimated costs to sell. Estimated fair value is generally determined by management based on a number of factors, including third-party appraisals of estimated fair value in an orderly sale. Estimated costs to sell are based on standard market factors. The valuation of OREO and other repossessed assets is subject to significant external and internal judgment (Level 3).
129
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at September 30, 2021 (dollars in thousands):
Estimated Fair Value
Impaired loans: Level 1 Level 2 Level 3
Mortgage loans:
Land $ — $ — $ 286
Commercial business loans
— — 123
Total impaired loans — — 409
Investment securities – held to maturity:
MBS - Private label residential — 10 —
OREO and other repossessed assets — — 157
Total $ — $ 10 $ 566
The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis as of September 30, 2021 (dollars in thousands):
Estimated Fair Value Valuation Technique(s)
Unobservable Input(s)
Range
Impaired loans $ 409 Market approach Appraised value less estimated selling costs NA
OREO and other repossessed assets 157 Market approach Lower of appraised value or
listing price less estimated selling costs NA
The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at September 30, 2020 (dollars in thousands):
Estimated Fair Value
Impaired loans: Level 1 Level 2 Level 3
Mortgage loans:
One- to four-family $ — $ — $ 481
Commercial business loans — — 210
Total impaired loans — — 691
Investment securities – held to maturity:
MBS - Private label residential — 8 —
OREO and other repossessed assets — — 1,050
Total $ — $ 8 $ 1,741
The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis as of September 30, 2020 (dollars in thousands):
Estimated Fair Value Valuation Technique(s) Unobservable Input(s) Range
Impaired loans $ 691 Market approach Appraised value less estimated selling costs NA
OREO and other repossessed assets 1,050 Market approach Lower of appraised value or
listing price less estimated selling costs NA
130
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
GAAP requires disclosure of estimated fair values for financial instruments. Such estimates are subjective in nature, and significant judgment is required regarding the risk characteristics of various financial instruments at a discrete point in time. Therefore, such estimates could vary significantly if assumptions regarding uncertain factors were to change. In addition, as the Company normally intends to hold the majority of its financial instruments until maturity, it does not expect to realize many of the estimated amounts disclosed. The disclosures also do not include estimated fair value amounts for certain items which are not defined as financial instruments but which may have significant value. The Company does not believe that it would be practicable to estimate a fair value for these types of items as of September 30, 2021 and 2020. Because GAAP excludes certain items from fair value disclosure requirements, any aggregation of the fair value amounts presented would not represent the underlying value of the Company. Additionally, the Company uses the exit price notion in calculating the fair values of financial instruments not measured at fair value on a recurring basis.
The recorded amounts and estimated fair values of financial instruments were as follows as of September 30, 2021 (dollars in thousands):
Fair Value Measurements Using:
Recorded
Amount Estimated Fair Value Level 1 Level 2 Level 3
Financial Assets
Cash and cash equivalents $ 580,196 $ 580,196 $ 580,196 $ — $ —
CDs held for investment 28,482 28,482 28,482 — —
Investment securities 132,278 133,286 28,670 104,616 —
Investments in equity securities 955 955 955 — —
FHLB stock 2,103 2,103 2,103 — —
Other investments 3,000 3,000 3,000 — —
Loans held for sale 3,217 3,290 3,290 — —
Loans receivable, net 968,454 981,905 — — 981,905
Accrued interest receivable 3,745 3,745 3,745 — —
Financial Liabilities
Certificates of deposit
134,129 135,178 — — 135,178
Accrued interest payable 134 134 134 — —
The recorded amounts and estimated fair values of financial instruments were as follows as of September 30, 2020 (dollars in thousands):
Fair Value Measurements Using:
Recorded
Amount Estimated Fair Value Level 1 Level 2 Level 3
Financial Assets
Cash and cash equivalents $ 314,452 $ 314,452 $ 314,452 $ — $ —
CDs held for investment 65,545 65,545 65,545 — —
Investment securities 85,797 87,734 — 87,235 499
Investments in equity securities 977 977 977 — —
FHLB stock 1,922 1,922 1,922 — —
Other investments 3,000 3,000 3,000 — —
Loans held for sale 4,509 4,664 4,664 — —
Loans receivable, net 1,013,875 1,034,876 — — 1,034,876
Accrued interest receivable 4,484 4,484 4,484 — —
Financial Liabilities
Certificates of deposit
158,524 160,921 — — 160,921
Accrued interest payable 274 274 274 — —
131
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the estimated fair value of the Company’s financial instruments will change when interest rate levels change, and that change may either be favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to appropriately manage interest rate risk. However, borrowers with fixed interest rate obligations are less likely to prepay in a rising interest rate environment and more likely to prepay in a falling
interest rate environment. Conversely, depositors who are receiving fixed interest rates are more likely to withdraw funds before maturity in a rising interest rate environment and less likely to do so in a falling interest rate environment. Management monitors interest rates and maturities of assets and liabilities, and attempts to manage interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.
Note 23 - Selected Quarterly Financial Data (Unaudited)
The following selected financial data is presented for the quarters ended (dollars in thousands, except per share amounts):
September 30,
2021 June 30,
2021 March 31,
2021 December 31,
2020
Interest and dividend income $ 13,780 $ 13,865 $ 13,360 $ 13,957
Interest expense ( 670 ) ( 708 ) ( 793 ) ( 933 )
Net interest income 13,110 13,157 12,567 13,024
Non-interest income 3,450 4,266 4,886 4,559
Non-interest expense ( 9,017 ) ( 8,613 ) ( 8,551 ) ( 8,410 )
Income before income taxes 7,543 8,810 8,902 9,173
Provision for income taxes 1,525 1,786 1,651 1,883
Net income $ 6,018 $ 7,024 $ 7,251 $ 7,290
Net income per common share
Basic $ 0.72 $ 0.84 $ 0.87 $ 0.88
Diluted $ 0.71 $ 0.83 $ 0.86 $ 0.87
September 30,
2020 June 30,
2020 March 31,
2020 December 31,
2019
Interest and dividend income $ 13,593 $ 13,668 $ 14,131 $ 14,191
Interest expense ( 1,073 ) ( 1,188 ) ( 1,251 ) ( 1,189 )
Net interest income 12,520 12,480 12,880 13,002
Provision for loan losses 500 1,000 2,000 200
Non-interest income 4,715 4,855 3,680 3,938
Non-interest expense ( 8,743 ) ( 8,661 ) ( 8,286 ) ( 8,373 )
Income before income taxes 7,992 7,674 6,274 8,367
Provision for income taxes 1,635 1,463 1,225 1,715
Net income $ 6,357 $ 6,211 $ 5,049 $ 6,652
Net income per common share
Basic (1) $ 0.76 $ 0.75 $ 0.61 $ 0.80
Diluted $ 0.76 $ 0.74 $ 0.60 $ 0.78
__________________________________________
(1) The net income per common share amounts for the quarters do not add to the total for the fiscal year due to rounding.
132
Notes to Consolidated Financial Statements
Timberland Bancorp, Inc. and Subsidiary
September 30, 2021 and 2020
Note 24 - Revenue from Contracts with Customers
In accordance with ASU 2014-09, Revenue from Contracts with Customers ("ASC 606") , revenues are recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration that it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services that are promised within each contract and identifies those that contain performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
ASC 606 applies to all contracts with customers to provide goods or services in the ordinary course of business, except for contracts that are specifically excluded from its scope. The majority of the Company's revenues are composed of interest income, deferred loan fee accretion, premium/discount accretion, gains on sales of loans and investments, BOLI net earnings, servicing income on loans sold and other loan fee income, which are not within the scope of ASC 606. Revenue reported as service charges on deposits, ATM and debit card interchange transaction fees, merchant services fees, non-deposit investment fees and escrow fees are within the scope of ASC 606. All of the Company's revenue from contracts with customers within the scope of ASC 606 is recognized in non-interest income with the exception of gains on sales of OREO and gains on sales/dispositions of premises and equipment, which are included in non-interest expense. For the year ended September 30, 2021, the Company recognized $ 3,911,000 in service charges on deposits, $ 5,084,000 in ATM and debit card interchange fees, $ 290,000 in escrow fees and $ 23,000 in fee income from non-deposit investment sales, all considered within the scope of ASC 606. For the year ended September 30, 2020, the Company recognized $ 4,147,000 in service charges on deposits, $ 4,378,000 in ATM and debit card interchange fees, $ 273,000 in escrow fees and $ 22,000 in fee income from non-deposit investment sales, all considered within the scope of ASC 606.
Descriptions of the Company's revenue-generating activities that are within the scope of ASC 606 are as follows:
• Service Charges on Deposits: The Company earns fees from its deposit customers from a variety of deposit products and services. Non-transaction based fees such as account maintenance fees and monthly statement fees are considered to be provided to the customer under a day-to-day contract with ongoing renewals. Revenue for these non-transaction fees are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Transaction-based fees such as non-sufficient fund charges, stop payment charges and wire fees are recognized at the time that the transaction is executed, as the contract duration does not extend beyond the service performed.
• ATM and Debit Card Interchange Transaction Fees: The Company earns fees from cardholder transactions conducted through third-party payment network providers which consist of interchange fees earned from the payment networks as a debit card issuer. These fees are recognized when the transaction occurs but may settle on a daily or monthly basis.
• Escrow Fees: The Company earns fees from real estate escrow contracts with customers. The Company receives and disburses money and/or property according to the customer's contract. Such fees are recognized when the escrow contract closes.
• Fee income from Non-Deposit Investment Sales: The Company earns fees from contracts with customers for investment activities. Revenues are generally recognized on a monthly basis and are generally based on a percentage of the customer's assets under management or based on investment solutions that are implemented for the customer.
133
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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