Item 1. Financial Statements
Item 1. Financial Statements (unaudited)
TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 2021 and September 30, 2021
(Dollars in thousands, except per share amounts)
December 31,
2021 September 30,
2021
(Unaudited) *
Assets
Cash and cash equivalents:
Cash and due from financial institutions $ 20,539 $ 26,316
Interest-bearing deposits in banks 537,789 553,880
Total cash and cash equivalents 558,328 580,196
Certificates of deposit (“CDs”) held for investment (at cost, which
approximates fair value) 24,648 28,482
Investment securities held to maturity, at amortized cost (estimated fair value of $ 115,199 and $ 70,109 )
114,600 69,102
Investment securities available for sale, at fair value 56,552 63,176
Investments in equity securities, at fair value 946 955
Federal Home Loan Bank of Des Moines (“FHLB”) stock, at cost 2,103 2,103
Other investments, at cost 3,000 3,000
Loans held for sale 3,700 3,217
Loans receivable, net of allowance for loan losses of $ 13,468 and $ 13,469
994,007 968,454
Premises and equipment, net 22,108 22,367
Other real estate owned (“OREO”) and other repossessed assets, net 157 157
Accrued interest receivable 3,938 3,745
Bank owned life insurance (“BOLI”) 22,347 22,193
Goodwill 15,131 15,131
Core deposit intangible (“CDI”), net 1,185 1,264
Loan servicing rights, net 3,524 3,482
Operating lease right-of-use ("ROU") assets 2,206 2,283
Other assets 2,795 2,873
Total assets $ 1,831,275 $ 1,792,180
Liabilities and shareholders’ equity
Liabilities
Deposits:
Non-interest-bearing demand $ 523,518 $ 535,212
Interest-bearing 1,083,113 1,035,343
Total deposits 1,606,631 1,570,555
FHLB borrowings 5,000 5,000
Operating lease liabilities 2,285 2,359
Other liabilities and accrued expenses 6,984 7,367
Total liabilities $ 1,620,900 $ 1,585,281
* Derived from audited consolidated financial statements.
See notes to unaudited consolidated financial statements
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TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (continued)
December 31, 2021 and September 30, 2021
(Dollars in thousands, except per share amounts)
December 31,
2021 September 30,
2021
(Unaudited) *
Shareholders’ equity
Preferred stock, $ 0.01 par value; 1,000,000 shares authorized; none issued
$ — $ —
Common stock, $ 0.01 par value; 50,000,000 shares authorized;
8,348,821 shares issued and outstanding - December 31, 2021 8,355,469 shares issued and outstanding - September 30, 2021
42,436 42,673
Retained earnings 167,897 164,167
Accumulated other comprehensive income 42 59
Total shareholders’ equity 210,375 206,899
Total liabilities and shareholders’ equity $ 1,831,275 $ 1,792,180
* Derived from audited consolidated financial statements.
See notes to unaudited consolidated financial statements
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TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
For the three months ended December 31, 2021 and 2020
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended
December 31,
2021 2020
Interest and dividend income
Loans receivable and loans held for sale $ 12,622 $ 13,318
Investment securities 405 301
Dividends from mutual funds, FHLB stock and other investments 27 28
Interest-bearing deposits in banks and CDs 288 310
Total interest and dividend income 13,342 13,957
Interest expense
Deposits 631 904
FHLB borrowings 15 29
Total interest expense 646 933
Net interest income 12,696 13,024
Provision for loan losses — —
Net interest income after provision for loan losses 12,696 13,024
Non-interest income
Net recoveries on investment securities 8 5
Service charges on deposits 913 1,055
ATM and debit card interchange transaction fees 1,277 1,156
BOLI net earnings 154 149
Gain on sales of loans, net 663 2,002
Escrow fees 78 105
Valuation recovery (allowance) on loan servicing rights, net 119 ( 236 )
Other, net 230 323
Total non-interest income, net 3,442 4,559
See notes to unaudited consolidated financial statements
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TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (continued)
For the three months ended December 31, 2021 and 2020
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended
December 31,
2021 2020
Non-interest expense
Salaries and employee benefits $ 5,171 $ 4,613
Premises and equipment 928 957
Advertising 166 156
OREO and other repossessed assets, net ( 18 ) ( 26 )
ATM and debit card interchange transaction fees 464 431
Postage and courier 136 138
State and local taxes 255 283
Professional fees 271 231
Federal Deposit Insurance Corporation ("FDIC") insurance 128 96
Loan administration and foreclosure 104 80
Data processing and telecommunications 613 606
Deposit operations 299 284
Amortization of CDI 79 90
Other 668 471
Total non-interest expense, net 9,264 8,410
Income before income taxes 6,874 9,173
Provision for income taxes 1,389 1,883
Net income
$ 5,485 $ 7,290
Net income per common share
Basic $ 0.66 $ 0.88
Diluted $ 0.65 $ 0.87
Weighted average common shares outstanding
Basic 8,356,066 8,313,493
Diluted 8,448,900 8,412,744
Dividends paid per common share $ 0.21 $ 0.20
See notes to unaudited consolidated financial statements
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TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three months ended December 31, 2021 and 2020
(Dollars in thousands)
(Unaudited)
Three Months Ended
December 31,
2021 2020
Comprehensive income
Net income $ 5,485 $ 7,290
Other comprehensive income (loss)
Unrealized holding loss on investment securities available for sale, net of income taxes of $( 5 ) and $( 3 ), respectively
( 18 ) ( 17 )
Change in other than temporary impairment ("OTTI") on investment securities held to maturity, net of income taxes:
Accretion of OTTI on investment securities held to maturity, net of income taxes of $ 0 and $ 0 , respectively
1 —
Total other comprehensive loss, net of income taxes ( 17 ) ( 17 )
Total comprehensive income $ 5,468 $ 7,273
See notes to unaudited consolidated financial statements
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TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the three months ended December 31, 2021 and 2020
(Dollars in thousands, except per share amounts)
(Unaudited)
Common Stock Accumulated
Other
Compre-hensive
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 — — 7,290 — 7,290
Other comprehensive loss — — — ( 17 ) ( 17 )
Repurchase of common stock ( 2,900 ) ( 58 ) — — ( 58 )
Exercise of stock options 9,900 96 — — 96
Common stock dividends ($ 0.20 per common share)
— — ( 1,662 ) — ( 1,662 )
Stock option compensation expense — 46 — — 46
Balance, December 31, 2020 8,317,793 $ 42,480 $ 150,801 $ 44 $ 193,325
Balance, September 30, 2021 8,355,469 $ 42,673 $ 164,167 $ 59 $ 206,899
Net income — — 5,485 — 5,485
Other comprehensive loss — — — ( 17 ) ( 17 )
Repurchase of common stock ( 15,548 ) ( 433 ) — — ( 433 )
Exercise of stock options 8,900 130 — — 130
Common stock dividends ($ 0.21 per common share)
— — ( 1,755 ) — ( 1,755 )
Stock option compensation expense — 66 — — 66
Balance, December 31, 2021 8,348,821 $ 42,436 $ 167,897 $ 42 $ 210,375
See notes to unaudited consolidated financial statements
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TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended December 31, 2021 and 2020
(Dollars in thousands)
(Unaudited)
Three Months Ended December 31
2021 2020
Cash flows from operating activities
Net income $ 5,485 $ 7,290
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 358 391
Deferred income taxes 266 51
Accretion of discount on purchased loans ( 57 ) ( 121 )
Amortization of CDI 79 90
Stock option compensation expense 66 46
Net recoveries on investment securities ( 8 ) ( 5 )
Change in fair value of investments in equity securities 9 3
Amortization (accretion) of discounts and premiums on securities 101 ( 27 )
Gain on sales of OREO and other repossessed assets, net — ( 21 )
Gain on sales of loans, net ( 663 ) ( 2,002 )
Loans originated for sale ( 22,379 ) ( 48,199 )
Proceeds from sales of loans 22,559 43,839
Amortization of loan servicing rights 299 257
Valuation recovery (allowance) on loan servicing rights, net ( 119 ) 236
BOLI net earnings ( 154 ) ( 149 )
Decrease in deferred loan origination fees ( 604 ) ( 987 )
Net change in accrued interest receivable and other assets, and other liabilities and accrued expenses ( 978 ) 162
Net cash provided by operating activities 4,260 854
Cash flows from investing activities
Net decrease in CDs held for investment 3,834 15,916
Purchase of investment securities held to maturity ( 48,486 ) —
Purchase of investment securities available for sale — ( 10,267 )
Proceeds from maturities and prepayments of investment securities held to maturity 2,995 3,444
Proceeds from maturities and prepayments of investment securities available for sale 6,502 2,360
Decrease (increase) in loans receivable, net ( 24,892 ) 7,674
Additions to premises and equipment ( 99 ) ( 109 )
Proceeds from sales of OREO and other repossessed assets — 803
Net cash (used in) provided by investing activities ( 60,146 ) 19,821
S ee notes to unaudited consolidated financial statements
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TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
For the three months ended December 31, 2021 and 2020
(Dollars in thousands)
(Unaudited)
Three Months Ended December 31
2021 2020
Cash flows from financing activities
Net increase in deposits $ 36,076 $ 16,710
Proceeds from exercise of stock options 130 96
Repurchase of common stock ( 433 ) ( 58 )
Payment of dividends ( 1,755 ) ( 1,662 )
Net cash provided by financing activities 34,018 15,086
Net increase (decrease) in cash and cash equivalents ( 21,868 ) 35,761
Cash and cash equivalents
Beginning of period 580,196 314,452
End of period $ 558,328 $ 350,213
Supplemental disclosure of cash flow information
Interest paid $ 656 $ 980
Supplemental disclosure of non-cash investing activities
Other comprehensive loss related to investment securities $ ( 17 ) $ ( 17 )
See notes to unaudited consolidated financial statements
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Timberland Bancorp, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation: The accompanying unaudited consolidated financial statements of Timberland Bancorp, Inc. and its wholly-owned subsidiary, Timberland Bank (the "Bank") (collectively, "the Company") were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of consolidated financial condition, results of operations, and cash flows in conformity with GAAP. However, all adjustments which are, in the opinion of management, necessary for a fair presentation of the interim consolidated financial statements have been included. All such adjustments are of a normal recurring nature. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021 (“2021 Form 10-K”). The unaudited consolidated results of operations for the three months ended December 31, 2021 are not necessarily indicative of the results that may be expected for the entire fiscal year ending September 30, 2022.
(b) Principles of Consolidation: The unaudited consolidated financial statements include the accounts of the Company and the Bank’s wholly-owned subsidiary, Timberland Service Corporation. All significant inter-company transactions and balances have been eliminated in consolidation.
(c) Operating Segment: The Company has one reportable operating segment which is defined as community banking in western Washington under the operating name, "Timberland Bank."
(d) The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect 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 period. Actual results could differ from those estimates.
(e) Certain prior period amounts have been reclassified to conform to the December 31, 2021 presentation with no change to previously reported net income or total shareholders’ equity.
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(2) INVESTMENT SECURITIES
Held to maturity and available for sale investment securities have been classified according to management’s intent and were as follows as of December 31, 2021 and September 30, 2021 (dollars in thousands):
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated
Fair Value
December 31, 2021
Held to maturity
U.S. Treasury and U.S. government agency securities $ 67,195 $ 95 $ ( 285 ) $ 67,005
Mortgage-backed securities ("MBS"):
U.S. government agencies 23,550 781 ( 192 ) 24,139
Private label residential 23,355 292 ( 94 ) 23,553
Bank issued trust preferred securities 500 2 — 502
Total $ 114,600 $ 1,170 $ ( 571 ) $ 115,199
Available for sale
MBS: U.S. government agencies $ 56,481 $ 180 $ ( 109 ) $ 56,552
Total $ 56,481 $ 180 $ ( 109 ) $ 56,552
September 30, 2021
Held to maturity
U.S. Treasury and U.S. government agency securities $ 28,760 $ 8 $ ( 99 ) $ 28,669
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
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Held to maturity and available for sale investment securities with unrealized losses were as follows as of December 31, 2021 (dollars in thousands):
Less Than 12 Months 12 Months or Longer Total
Estimated
Fair
Value Gross
Unrealized
Losses Quantity Estimated
Fair
Value Gross
Unrealized
Losses Quantity Estimated
Fair
Value Gross
Unrealized
Losses
Held to maturity
MBS:
U.S. government agencies $ 40,171 $ ( 285 ) 10 $ — $ — — $ 40,171 $ ( 285 )
Private label residential 8,213 ( 192 ) 5 14 — 3 8,227 ( 192 )
U.S. Treasury and U.S. government agency securities 17,041 ( 94 ) 9 1 — 1 17,042 ( 94 )
Total
$ 65,425 $ ( 571 ) 24 $ 15 $ — 4 $ 65,440 $ ( 571 )
Available for sale
MBS:
U.S. government agencies $ 9,941 $ ( 66 ) 10 $ 13,439 $ ( 43 ) 7 $ 23,380 $ ( 109 )
Total
$ 9,941 $ ( 66 ) 10 $ 13,439 $ ( 43 ) 7 $ 23,380 $ ( 109 )
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 Quantity Estimated
Fair
Value Gross
Unrealized Losses Quantity Estimated
Fair
Value Gross
Unrealized Losses
Held to maturity
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 )
U.S. Treasury and U.S. government agency securities 18,795 ( 99 ) 5 — — — 18,795 ( 99 )
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 )
The Company has evaluated the investment securities in the above tables and has determined that the declines in their fair value are 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 recovers. Further, as of December 31, 2021, management does not have the intent to sell any of the securities classified as available for sale for which the estimated fair value is below the recorded value and believes
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that it is more likely than not that the Company will not have to sell such securities before a recovery of cost (or recorded value if previously written down).
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 December 31, 2021 and 2020:
Range Weighted
Minimum Maximum Average
December 31, 2021
Constant prepayment rate 6.00 % 15.00 % 12.50 %
Collateral default rate 1.56 % 22.67 % 12.14 %
Loss severity rate — % 13.95 % 3.30 %
December 31, 2020
Constant prepayment rate 6.00 % 15.00 % 9.23 %
Collateral default rate 1.50 % 23.73 % 13.58 %
Loss severity rate — % 10.07 % 3.44 %
The following table presents the OTTI recoveries for the three months ended December 31, 2021 and 2020 (dollars in thousands):
Three Months Ended
December 31, 2021 Three Months Ended
December 31, 2020
Held To
Maturity Held To
Maturity
Total recoveries $ 8 $ 5
Net recoveries recognized in earnings (1) $ 8 $ 5
_________________
(1) Represents OTTI related to credit losses.
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 three months ended December 31, 2021 and 2020 (dollars in thousands):
Three Months Ended
December 31,
2021 2020
Beginning balance of credit loss $ 853 $ 885
Subtractions:
Net realized gain (losses) previously recorded
as credit losses
1 ( 3 )
Recovery of prior credit loss ( 4 ) ( 5 )
Ending balance of credit loss $ 850 $ 877
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During the three months ended December 31, 2021, the Company recorded a $ 3,000 net realized loss (as a result of investment securities being deemed worthless) on 15 held to maturity investment securities. During the three months ended December 31, 2020, the Company recorded a $ 3,000 net realized loss (as a result of investment securities being deemed worthless) on 15 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, FHLB collateral and other non-profit organization deposits totaled $ 89.58 million and $ 97.60 million at December 31, 2021 and September 30, 2021, respectively.
The contractual maturities of debt securities at December 31, 2021 were 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 $ — $ — $ 744 $ 743
Due after one year to five years 35,148 35,214 3,710 3,709
Due after five years to ten years 51,072 51,272 13,432 13,454
Due after ten years 28,380 28,713 38,595 38,646
Total $ 114,600 $ 115,199 $ 56,481 $ 56,552
(3) GOODWILL AND CDI
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 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
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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 December 31, 2021, management believes that there have been 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 novel coronavirus of 2019 ("COVID-19") pandemic were to be 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 operations and financial condition. The recorded amount of goodwill at December 31, 2021 and September 30, 2021 remained unchanged at $ 15.13 million.
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 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. As of December 31, 2021, management believes that there have been no events or changes in the circumstances that would indicate a potential impairment of CDI.
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(4) LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES
Loans receivable by portfolio segment consisted of the following at December 31, 2021 and September 30, 2021 (dollars in thousands):
December 31,
2021 September 30,
2021
Amount Percent Amount Percent
Mortgage loans:
One- to four-family (1) $ 129,151 11.6 % $ 119,935 11.1 %
Multi-family 84,180 7.5 87,563 8.1
Commercial 497,361 44.5 470,650 43.5
Construction - custom and owner/builder 116,267 10.4 109,152 10.1
Construction - speculative one- to four-family 18,255 1.6 17,813 1.6
Construction - commercial 42,611 3.8 43,365 4.0
Construction - multi-family 54,710 4.9 52,071 4.8
Construction - land development 13,680 1.2 10,804 1.0
Land 18,568 1.7 19,936 1.8
Total mortgage loans 974,783 87.2 931,289 86.0
Consumer loans:
Home equity and second mortgage 34,375 3.1 32,988 3.1
Other 2,462 0.2 2,512 0.2
Total consumer loans 36,837 3.3 35,500 3.3
Commercial loans:
Commercial business 85,006 7.6 74,579 6.9
U.S. Small Business Administration ("SBA") Paycheck Protection Program ("PPP") loans 21,397 1.9 40,922 3.8
Total commercial loans 106,403 9.5 % 115,501 10.7
Total loans receivable 1,118,023 100.0 % 1,082,290 100.0 %
Less:
Undisbursed portion of construction loans in process 106,009 95,224
Deferred loan origination fees, net 4,539 5,143
Allowance for loan losses 13,468 13,469
Subtotal 124,016 113,836
Loans receivable, net $ 994,007 $ 968,454
_____________________________
(1) Does not include one- to four-family loans held for sale totaling $ 3,700 and $ 3,217 at December 31, 2021 and September 30, 2021, respectively.
Loans receivable at December 31, 2021 and September 30, 2021 are reported net of unamortized discounts totaling $ 392,000 and $ 449,000 , respectively.
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Allowance for Loan Losses
The following tables set forth information for the three months ended December 31, 2021 and 2020 regarding activity in the allowance for loan losses by portfolio segment (dollars in thousands):
Three Months Ended December 31, 2021
Beginning
Allowance Provision for
(Recapture of) Loan Losses Charge-
offs Recoveries Ending
Allowance
Mortgage loans:
One- to four-family $ 1,154 $ 83 $ — $ — $ 1,237
Multi-family 765 ( 17 ) — — 748
Commercial 6,813 ( 6 ) — — 6,807
Construction – custom and owner/builder 644 27 — — 671
Construction – speculative one- to four-family 188 ( 35 ) — — 153
Construction – commercial 784 ( 191 ) — — 593
Construction – multi-family 436 24 — — 460
Construction – land development 124 33 — — 157
Land 470 ( 35 ) — — 435
Consumer loans:
Home equity and second mortgage 528 4 — — 532
Other 50 ( 1 ) ( 1 ) — 48
Commercial business loans 1,513 114 — — 1,627
Total $ 13,469 $ — $ ( 1 ) $ — $ 13,468
Three Months Ended December 31, 2020
Beginning
Allowance Provision for
(Recapture of) Loan Losses Charge-
offs Recoveries Ending
Allowance
Mortgage loans:
One- to four-family $ 1,163 $ ( 28 ) $ — $ — $ 1,135
Multi-family 718 39 — — 757
Commercial 7,144 ( 8 ) — — 7,136
Construction – custom and owner/builder 832 ( 62 ) — — 770
Construction – speculative one- to four-family 158 24 — — 182
Construction – commercial 420 138 — — 558
Construction – multi-family 238 ( 52 ) — — 186
Construction – land development 133 ( 10 ) — — 123
Land 572 ( 103 ) — 5 474
Consumer loans:
Home equity and second mortgage 593 12 — — 605
Other 71 ( 18 ) — 4 57
Commercial business loans 1,372 68 — 9 1,449
Total $ 13,414 $ — $ — $ 18 $ 13,432
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The following tables present information on the loans evaluated individually and collectively for impairment in the allowance for loan losses by portfolio segment at December 31, 2021 and 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
December 31, 2021
Mortgage loans:
One- to four-family $ — $ 1,237 $ 1,237 $ 582 $ 128,569 $ 129,151
Multi-family — 748 748 — 84,180 84,180
Commercial — 6,807 6,807 3,037 494,324 497,361
Construction – custom and owner/builder — 671 671 — 63,748 63,748
Construction – speculative one- to four-family — 153 153 — 8,760 8,760
Construction – commercial — 593 593 — 32,290 32,290
Construction – multi-family — 460 460 — 27,122 27,122
Construction – land development — 157 157 — 7,594 7,594
Land 78 357 435 675 17,893 18,568
Consumer loans:
Home equity and second mortgage — 532 532 456 33,919 34,375
Other — 48 48 5 2,457 2,462
Commercial business loans 176 1,451 1,627 459 84,547 85,006
SBA PPP loans — — — — 21,397 21,397
Total $ 254 $ 13,214 $ 13,468 $ 5,214 $ 1,006,800 $ 1,012,014
September 30, 2021
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
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The following tables present an analysis of loans by aging category and portfolio segment at December 31, 2021 and 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
December 31, 2021
Mortgage loans:
One- to four-family $ 23 $ — $ 582 $ — $ 605 $ 128,546 $ 129,151
Multi-family — — — — — 84,180 84,180
Commercial 34 183 675 — 892 496,469 497,361
Construction – custom and owner/builder — 143 — — 143 63,605 63,748
Construction – speculative one- to four-family — — — — — 8,760 8,760
Construction – commercial — — — — — 32,290 32,290
Construction – multi-family — — — — — 27,122 27,122
Construction – land development — — — — — 7,594 7,594
Land — — 676 — 676 17,892 18,568
Consumer loans:
Home equity and second mortgage — — 456 — 456 33,919 34,375
Other — — 5 — 5 2,457 2,462
Commercial business loans — — 459 — 459 84,547 85,006
SBA PPP loans — — — — — 21,397 21,397
Total $ 57 $ 326 $ 2,853 $ — $ 3,236 $ 1,008,778 $ 1,012,014
September 30, 2021
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.
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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.
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 December 31, 2021 and September 30, 2021, there were no loans classified as doubtful.
Loss: Loans in this classification are considered uncollectible and of such little value that continuance as bankable assets 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 December 31, 2021 and September 30, 2021, there were no loans classified as loss.
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The following tables present an analysis of loans by credit quality indicator and portfolio segment at December 31, 2021 and September 30, 2021 (dollars in thousands):
Loan Grades
December 31, 2021 Pass Watch Special
Mention Substandard Total
Mortgage loans:
One- to four-family $ 127,984 $ 47 $ 533 $ 587 $ 129,151
Multi-family 84,180 — — — 84,180
Commercial 483,057 5,326 2,919 6,059 497,361
Construction – custom and owner/builder 62,024 1,724 — — 63,748
Construction – speculative one- to four-family 8,760 — — — 8,760
Construction – commercial 30,773 — 1,517 — 32,290
Construction – multi-family 27,122 — — — 27,122
Construction – land development 7,562 — — 32 7,594
Land 17,288 549 — 731 18,568
Consumer loans:
Home equity and second mortgage 33,635 145 — 595 34,375
Other 2,391 66 — 5 2,462
Commercial business loans 84,473 — 33 500 85,006
SBA PPP loans 21,397 — — — 21,397
Total $ 990,646 $ 7,857 $ 5,002 $ 8,509 $ 1,012,014
September 30, 2021
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
Impaired Loans
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 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 that 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 ultimate collection of principal is in doubt, all cash receipts on impaired loans are applied to reduce the principal balance. The categories of non-accrual loans and impaired loans overlap, although they are not identical.
22
The following table is a summary of information related to impaired loans by portfolio segment as of December 31, 2021 and for the three months then ended (dollars in thousands):
Recorded
Investment Unpaid Principal Balance (Loan Balance Plus Charge Off) Related
Allowance Year to Date ("YTD") Average Recorded Investment (1) YTD Interest Income Recognized (1) YTD Cash Basis Interest Income Recognized (1)
With no related allowance recorded:
Mortgage loans:
One- to four-family $ 582 $ 625 $ — $ 495 $ 8 $ 8
Commercial 3,037 3,037 — 3,090 40 31
Land 313 313 — 317 — —
Consumer loans:
Home equity and second mortgage 456 456 — 486 — —
Other 5 5 — 11 — —
Commercial business loans 160 163 — 163 — —
Subtotal 4,553 4,599 — 4,562 48 39
With an allowance recorded:
Mortgage loans:
Land 362 362 78 362 — —
Commercial business loans 299 299 176 297 — —
Subtotal 661 661 254 659 — —
Total:
Mortgage loans:
One- to four-family 582 625 — 495 8 8
Commercial 3,037 3,037 — 3,090 40 31
Land 675 675 78 679 — —
Consumer loans:
Home equity and second mortgage 456 456 — 486 — —
Other 5 5 — 11 — —
Commercial business loans 459 462 176 460 — —
Total $ 5,214 $ 5,260 $ 254 $ 5,221 $ 48 $ 39
______________________________________________
(1) For the three months ended December 31, 2021 .
23
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):
Recorded
Investment Unpaid Principal Balance (Loan Balance Plus Charge Off) Related
Allowance YTD
Average
Recorded
Investment (1) YTD Interest
Income
Recognized
(1) YTD Cash Basis Interest Income Recognized (1)
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
_____________________________________________
(1) For the year ended September 30, 2021.
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. The Company had $ 2.54 million and $ 2.55 million in TDRs included in impaired loans at December 31, 2021 and September 30, 2021, respectively, and had no commitments at these dates to lend additional funds on these loans. There was no allowance for loan losses allocated to TDRs at December 31, 2021 and September 30, 2021. There were no TDRs for which there was a payment default within the first 12 months of the modification during the three months ended December 31, 2021.
The Coronavirus Aid, Relief, and Economic Security Act of 2020 signed into law on March 27, 2020 ("CARES Act") provided guidance around the modification of loans as a result of the COVID-19 pandemic, which outlined, among other criteria, that short-term modifications made on a good faith basis to borrowers who were current as defined under the CARES Act prior to any relief, are not TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers,
24
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. On December 27, 2020, the Consolidated Appropriations Act, 2021 ("CAA 2021") was signed into law. Among other purposes, this act provided coronavirus emergency response and relief, including extending relief offered under the CARES Act related to restructured loans as a result of COVID-19, this provision ended on January 1, 2022.
In response to requests from borrowers and in accordance with the CARES Act and related regulatory guidance, the Company made payment deferral COVID-19 related modifications (typically 90-day payment deferrals with interest continuing to accrue or scheduled to be paid monthly) on a number of loans. All of these borrowers had resumed making payments as of December 31, 2021. 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. See Note 10 - Recent Accounting Pronouncements.
There were no loans with COVID-19 loan modifications on deferral status outstanding at December 31, 2021. The following table set forth information with respect to COVID-19 loan modifications on deferral status at September 30, 2021 (dollars in thousands):
COVID-19 Loan Modifications September 30, 2021
Mortgage loans Number Balance Percent
One- to four-family 1 $ 323 100.0 %
Total COVID-19 Modifications 1 $ 323 100.0 %
The following tables set forth information with respect to the Company’s TDRs by interest accrual status as of December 31, 2021 and September 30, 2021 (dollars in thousands):
December 31, 2021
Accruing Non-
Accrual Total
Mortgage loans:
Commercial $ 2,361 $ — $ 2,361
Land — 116 116
Consumer loans:
Home equity and second mortgage — 62 62
Total $ 2,361 $ 178 $ 2,539
September 30, 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
There were no new TDRs recognized during the three months ended December 31, 2021 or during the year ended September 30, 2021.
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(5) LEASES
The Company adopted the Financial Accounting Standard Board's ("FASB's") Accounting Standards Codification ("ASC") 842, Leases ("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 sixteen months to eleven years, some of which include options to extend the leases for up to five years.
The components of lease cost (included in the premises and equipment expense category in the consolidated statements of income) are as follows for the three months ended December 31, 2021 and 2020 (dollars in thousands):
Three Months Ended December 31, 2021 Three Months Ended December 31, 2020
Lease cost:
Operating lease cost $ 94 $ 93
Short-term lease cost — —
Total lease cost $ 94 $ 93
The following table provides supplemental information related to operating leases at or for the three months ended December 31, 2021 and the year ended September 30, 2021 (dollars in thousands):
At or For Three Months Ended December 31, 2021 At or For the
Year Ended
September 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 87 $ 327
Weighted average remaining lease term-operating leases 8.2 years 8.4 years
Weighted average discount rate-operating leases 2.24 % 2.24 %
The Company's leases typically do not contain a discount rate implicit in the lease contracts. 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 and liability was determined by utilizing the September 30, 2019 fixed-rate advances issued by the FHLB, for all leases entered into prior to the October 1, 2019 adoption date.
Maturities of operating lease liabilities at December 31, 2021 for future fiscal years are as follows (dollars in thousands):
Remainder of 2022 $ 255
2023 310
2024 313
2025 317
2026 284
Thereafter 1,038
Total lease payments 2,517
Less imputed interest 232
Total $ 2,285
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(6) 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 to purchase common stock.
Information regarding the calculation of basic and diluted net income per common share for the three months ended December 31, 2021 and 2020 is as follows (dollars in thousands, except per share amounts):
Three Months Ended December 31,
2021 2020
Basic net income per common share computation
Numerator – net income $ 5,485 $ 7,290
Denominator – weighted average common shares outstanding 8,356,066 8,313,493
Basic net income per common share $ 0.66 $ 0.88
Diluted net income per common share computation
Numerator – net income $ 5,485 $ 7,290
Denominator – weighted average common shares outstanding 8,356,066 8,313,493
Effect of dilutive stock options (1) 92,834 99,251
Weighted average common shares outstanding - assuming dilution 8,448,900 8,412,744
Diluted net income per common share $ 0.65 $ 0.87
____________________________________________
(1) For the three months ended December 31, 2021 and 2020, average options to purchase 210,052 and 137,650 shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per share, because their effect would have been anti-dilutive.
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(7) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The changes in accumulated other comprehensive income (loss) ("AOCI") by component during the three months ended December 31, 2021 and 2020 are as follows (dollars in thousands):
Three Months Ended December 31, 2021
Changes in fair value of available for sale securities (1) Changes in OTTI on held to maturity securities (1) Total (1)
Balance of AOCI at the beginning of period $ 75 $ ( 16 ) $ 59
Other comprehensive loss ( 18 ) 1 ( 17 )
Balance of AOCI at the end of period $ 57 $ ( 15 ) $ 42
Three Months Ended December 31, 2020
Changes in fair value of available for sale securities (1) Changes in OTTI on held to maturity securities (1) Total (1)
Balance of AOCI at the beginning of period $ 87 $ ( 26 ) $ 61
Other comprehensive loss ( 17 ) — ( 17 )
Balance of AOCI at the end of period $ 70 $ ( 26 ) $ 44
__________________________
(1) All amounts are net of income taxes.
(8) 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 Company is able to grant options and awards or 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, including 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 grant. At December 31, 2021, there were 21,520 shares of common stock available which may be awarded as options or restricted stock pursuant to future grant under the 2014 Equity Incentive Plan. At December 31, 2021, there were 238,000 shares of common stock available which may be awarded as options or restricted stock pursuant to future grant under the 2019 Equity Incentive Plan.
At both December 31, 2021 and 2020, there were no unvested restricted stock awards. There were no restricted stock grants awarded during the three months ended December 31, 2021 and 2020.
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Stock option activity for the three months ended December 31, 2021 and 2020 is summarized as follows:
Three Months Ended December 31, 2021 Three Months Ended December 31, 2020
Number of Shares Weighted
Average
Exercise
Price Number of Shares Weighted
Average
Exercise
Price
Options outstanding, beginning of period 406,815 $ 21.62 395,349 $ 18.45
Exercised ( 8,900 ) 14.63 ( 9,900 ) 9.70
Granted 1,000 27.25 1,500 19.13
Forfeited ( 11,594 ) 25.28 ( 2,320 ) 26.69
Options outstanding, end of period 387,321 $ 21.70 384,629 $ 18.62
The fair value of stock options is determined using the Black-Scholes valuation model.
The weighted average assumptions for options granted during the three months ended December 31, 2021 were as follows:
Expected volatility 34 %
Expected life (in years) 5
Expected dividend yield 3.49 %
Risk free interest rate 1.22 %
Grant date fair value per share $ 5.88
The aggregate intrinsic value of options exercised during the three months ended December 31, 2021 and 2020 was $ 123,000 and $ 120,000 , respectively.
At December 31, 2021, there were 176,670 unvested options with an aggregate grant date fair value of $ 844,000 , all of which the Company assumes will vest. The aggregate intrinsic value of unvested options at December 31, 2021 was $ 568,000 . There were 200 options vested during the three months ended December 31, 2021 with a total fair value of $ 1,000 .
At December 31, 2020, there were 158,572 unvested options with an aggregate grant date fair value of $ 567,000 . There were 200 options that vested during the three months ended December 31, 2020.
Additional information regarding options outstanding at December 31, 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 0.8 4,000 $ 5.93 0.8
9.00 26,000 9.00 1.8 26,000 9.00 1.8
10.26 - 10.71 57,875 10.57 3.2 57,875 10.57 3.2
15.67 - 19.13 92,300 16.52 7.5 40,980 16.04 5.9
26.50 - 27.25 43,016 27.13 7.8 17,596 27.13 7.8
28.23 - 29.69 125,050 28.81 8.2 40,200 29.69 5.8
31.80 39,080 31.80 6.8 24,000 31.80 6.8
387,321 $ 21.70 6.6 210,651 $ 18.80 4.8
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The aggregate intrinsic value of options outstanding at December 31, 2021 and 2020 was $ 2.62 million and $ 2.88 million , respectively.
As of December 31, 2021, unrecognized compensation cost related to unvested stock options was $ 844,000 , which is expected to be recognized over a weighted average life of 2.42 years.
(9) 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 broad 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.
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 December 31, 2021 and September 30, 2021. The Company's assets measured at estimated fair value on a recurring basis at December 31, 2021 and September 30, 2021 were as follows (dollars in thousands):
December 31, 2021 Estimated Fair Value
Level 1 Level 2 Level 3 Total
Available for sale investment securities
MBS: U.S. government agencies $ — $ 56,552 $ — $ 56,552
Investments in equity securities
Mutual funds 946 — — 946
Total $ 946 $ 56,552 $ — $ 57,498
September 30, 2021 Estimated Fair Value
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
There were no transfers among Level 1, Level 2 and Level 3 during the three months ended December 31, 2021 and the year ended September 30, 2021.
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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 the comparable collateral included in the appraisal and known changes in the market and in the underlying 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).
The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at December 31, 2021 (dollars in thousands):
Estimated Fair Value
Level 1 Level 2 Level 3
Impaired loans:
Mortgage loans:
Land $ — $ — $ 284
Commercial business loans — — 123
Total impaired loans — — 407
Investment securities – held to maturity:
MBS - private label residential — 1 —
OREO and other repossessed assets — — 157
Total $ — $ 1 $ 564
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 December 31, 2021 (dollars in thousands):
Estimated
Fair Value Valuation
Technique(s) Unobservable Input(s) Range
Impaired loans $ 407 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
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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
Level 1 Level 2 Level 3
Impaired loans:
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
GAAP requires disclosure of estimated fair values for certain 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 for which may have significant value. The Company does not believe that it would be practicable to estimate a representative fair value for these types of items as of December 31, 2021 and September 30, 2021. 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, in accordance with GAAP, the Company uses the exit price notion in calculating the fair values of financial instruments not measured at fair value on a recurring basis.
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The recorded amounts and estimated fair values of financial instruments were as follows as of December 31, 2021 and September 30, 2021 (dollars in thousands):
December 31, 2021
Fair Value Measurements Using:
Recorded
Amount Estimated Fair Value
Level 1
Level 2
Level 3
Financial assets
Cash and cash equivalents $ 558,328 $ 558,328 $ 558,328 $ — $ —
CDs held for investment 24,648 24,648 24,648 — —
Investment securities 171,152 171,751 67,005 104,746 —
Investments in equity securities 946 946 946 — —
FHLB stock 2,103 2,103 2,103 — —
Other investments 3,000 3,000 3,000 — —
Loans held for sale 3,700 3,790 3,790 — —
Loans receivable, net 994,007 1,004,899 — — 1,004,899
Accrued interest receivable 3,938 3,938 3,938 — —
Financial liabilities
Certificates of deposit 132,155 133,005 — — 133,005
Accrued interest payable 124 124 124 — —
September 30, 2021
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 — —
(10) RECENT ACCOUNTING PRONOUNCEMENTS
In June 2016, the 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 purchased credit-impaired securities
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and loans. ASU 2016-13 retains many of the current disclosure requirements in GAAP and expands certain disclosure requirements. 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 that 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 this ASU; 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
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 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 was effective for fiscal years beginning after December 15, 2020,
including interim periods within those fiscal years. The Company adopted ASU 2019-12 effective October 1, 2021, and it did not have a material impact on the Company's consolidated financial statements.
In March 2020, the FASB issued ASU 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 December 31, 2021. The adoption of ASU 2020-04 is not expected to have a material impact on the Company's future consolidated financial statements.
(11) REVENUE FROM CONTRACTS WITH CUSTOMERS
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 60 6 is recognized in non-interest income with the exception of gains on sales of OREO and gains on sales/disposition of premises and equipment, which are included in non-interest expense. For the three months ended December 31, 2021, the Company recognized $ 913,000 in service charges on deposits, $ 1.3 million in ATM and debit card interchange fees, $ 78,000 in escrow fees, and $ 2,000 in fee income from non-deposit investment sales, all considered within the scope of ASC 606. For the three months ended December 31, 2020, the Company recognized $ 1.1 million in service charges on deposits, $ 1.2 million in ATM and debit card interchange fees, $ 105,000 in escrow fees, and $ 3,000 in fee income from non-deposit investment sales, all considered within the scope of ASC 606.
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If a contract is determined to be within the scope of ASC 606, the Company recognizes revenue when it satisfies its performance obligation. 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 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. 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.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.