10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2015

OR

[  ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _____ to _____.

Commission file number 0-23333

TIMBERLAND BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
 
Washington 
91-1863696 
(State or other jurisdiction of incorporation or organization) 
(IRS Employer Identification No.) 
 
624 Simpson Avenue, Hoquiam, Washington 
98550
(Address of principal executive offices) 
(Zip Code)
 
(360) 533-4747
(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes _X_   No __
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ___    Accelerated Filer       Non-accelerated filer __  Smaller reporting company _X_

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ___    No   _X_

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

CLASS
 
SHARES OUTSTANDING AT JANUARY 31, 2016
 
Common stock, $.01 par value
6,994,948
 



INDEX

 
 
Page
 
 
 
 
  Item 1.    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Item 2.     
 
 
 
 
 
  Item 3.    
 
 
 
 
 
  Item 4.     
 
 
 
 
 
 
 
 
 
 
 
  Item 1.     
 
  
 
 
 
  Item 1A.     
 
 
 
 
 
  Item 2.     
 
 
 
 
 
  Item 3.     
 
 
 
 
 
  Item 4.
 
 
 
 
 
  Item 5.     
 
46 
 
 
 
 
  Item 6.     
 
 
 
 
 
 
Certifications 
 
 
 
Exhibit 31.1
 
 
 
Exhibit 31.2
 
 
 
Exhibit 32
 
 
 
Exhibit 101
 


2


PART I.    FINANCIAL INFORMATION
Item 1.    Financial Statements (unaudited)
TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 2015 and September 30, 2015
(Dollars in thousands, except per share amounts)
 
 
December 31,
2015

 
September 30,
2015

 
(Unaudited)
 
*

Assets
 
 
 
Cash and cash equivalents:
 
 
 
Cash and due from financial institutions
$
12,481

 
$
14,014

Interest-bearing deposits in banks
81,119

 
78,275

Total cash and cash equivalents
93,600

 
92,289

 
 
 
 
Certificates of deposit (“CDs”) held for investment (at cost, which
     approximates fair value)
50,865

 
48,611

Investment securities held to maturity, at amortized cost
     (estimated fair value $8,685 and $8,894)
7,824

 
7,913

Investment securities available for sale
1,362

 
1,392

Federal Home Loan Bank (“FHLB”) stock
2,699

 
2,699

 
 
 
 
Loans receivable
634,430

 
614,201

Loans held for sale
1,304

 
3,051

Less: Allowance for loan losses
(9,889
)
 
(9,924
)
Net loans receivable
625,845

 
607,328

 
 
 
 
Premises and equipment, net
16,589

 
16,854

Other real estate owned (“OREO”) and other repossessed assets, net
7,667

 
7,854

Accrued interest receivable
2,234

 
2,170

Bank owned life insurance (“BOLI”)
18,306

 
18,170

Goodwill
5,650

 
5,650

Mortgage servicing rights (“MSRs”), net
1,475

 
1,478

Other assets
3,263

 
3,407

Total assets
$
837,379

 
$
815,815

 
 
 
 
Liabilities and shareholders’ equity
 

 
 

Liabilities:
 

 
 

Deposits:
 
 
 
     Non-interest-bearing demand
$
142,279

 
$
141,388

     Interest-bearing
555,491

 
537,524

Total deposits
697,770

 
678,912

 
 
 
 
FHLB advances
45,000

 
45,000

Other liabilities and accrued expenses
3,558

 
2,716

Total liabilities
746,328

 
726,628

* Derived from audited consolidated financial statements.

See notes to unaudited consolidated financial statements

3


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (continued)
December 31, 2015 and September 30, 2015
(Dollars in thousands, except per share amounts)
 
 
December 31,
2015

 
September 30,
2015

 
(Unaudited)
 
*

Shareholders’ equity
 
 
 
Preferred stock, $.01 par value; 1,000,000 shares authorized; none issued
$

 
$

Common stock, $.01 par value; 50,000,000 shares authorized;
6,994,148 shares issued and outstanding - December 31, 2015 6,988,848 shares issued and outstanding - September 30, 2015
10,402

 
10,293

Unearned shares issued to Employee Stock Ownership Plan (“ESOP”)
(859
)
 
(926
)
Retained earnings
81,823

 
80,133

Accumulated other comprehensive loss
(315
)
 
(313
)
Total shareholders’ equity
91,051

 
89,187

Total liabilities and shareholders’ equity
$
837,379

 
$
815,815

* Derived from audited consolidated financial statements.


See notes to unaudited consolidated financial statements


4


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
For the three months ended December 31, 2015 and 2014
(Dollars in thousands, except per share amounts)
(Unaudited)

 
Three Months Ended 
 December 31,
 
2015

 
2014

Interest and dividend income
 
 
 
Loans receivable
$
8,429

 
$
7,509

Investment securities
69

 
65

Dividends from mutual funds and FHLB stock
22

 
7

Interest-bearing deposits in banks and CDs
171

 
105

Total interest and dividend income
8,691

 
7,686

 
 
 
 
Interest expense
 
 
 
Deposits
504

 
509

FHLB advances
477

 
474

Total interest expense
981

 
983

 
 
 
 
Net interest income
7,710

 
6,703

 
 
 
 
Provision for loan losses

 

 
 
 
 
Net interest income after provision for loan losses
7,710

 
6,703

 
 
 
 
Non-interest income
 
 
 
Gain on sale of investment securities available for sale, net

 
45

Service charges on deposits
972

 
885

ATM and debit card interchange transaction fees
700

 
630

BOLI net earnings
136

 
136

Gain on sales of loans, net
394

 
236

Escrow fees
41

 
43

Servicing income (loss) on loans sold
65

 
(27
)
Other, net
210

 
175

Total non-interest income, net
2,518

 
2,123











 See notes to unaudited consolidated financial statements

5


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (continued)
For the three months ended December 31, 2015 and 2014
(Dollars in thousands, except per share amounts)
(Unaudited)
 
Three Months Ended 
 December 31,
 
2015

 
2014

Non-interest expense
 
 
 
Salaries and employee benefits
$
3,471

 
$
3,396

Premises and equipment
760

 
725

Advertising
205

 
188

OREO and other repossessed assets, net
244

 
76

ATM and debit card interchange transaction fees
322

 
338

Postage and courier
100

 
104

State and local taxes
132

 
118

Professional fees
130

 
176

Federal Deposit Insurance Corporation ("FDIC") insurance
107

 
160

Loan administration and foreclosure
29

 
43

Data processing and telecommunications
450

 
379

Deposit operations
172

 
175

Other
357

 
396

Total non-interest expense
6,479

 
6,274

 
 
 
 
Income before federal income taxes
3,749

 
2,552

 
 
 
 
Provision for federal income taxes
1,221

 
825

 
 
 
 
     Net income
$
2,528

 
$
1,727

 
 
 
 
Net income per common share
 
 
 
Basic
$
0.37

 
$
0.25

Diluted
$
0.36

 
$
0.24

 
 
 
 
Weighted average common shares outstanding
 
 
 
Basic
6,869,726

 
6,891,952

Diluted
7,083,864

 
7,063,540

 
 
 
 
Dividends paid per common share
$
0.12

 
$
0.05




See notes to unaudited consolidated financial statements

6


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three months ended December 31, 2015 and 2014
(Dollars in thousands)
(Unaudited)
 

 
 
Three Months Ended 
 December 31,
 
2015

 
2014

Comprehensive income
 
 
 
Net income
$
2,528

 
$
1,727

Unrealized holding loss on investment securities available for sale, net of income taxes of $6 and $17, respectively.
(12
)
 
(33
)
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 $5 and $4, respectively
10

 
8

Total other comprehensive loss, net of income taxes
$
(2
)
 
$
(25
)
 
 
 
 
Total comprehensive income
$
2,526

 
$
1,702




See notes to unaudited consolidated financial statements

7


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the three months ended December 31, 2015 and the year ended September 30, 2015
(Dollars in thousands, except per share amounts)
(Unaudited)

 
 
Number of Shares
 
 
Amount
 
Unearned
 Shares Issued to
ESOP

 
 
 
Accumulated
Other
Compre-
hensive
Loss

 
 
 
 
Common
Stock
 
 
Common
Stock
 
 
Retained
Earnings
 
 
Total
Balance, September 30, 2014
 
7,047,336

 
 
$
10,773

 
$
(1,190
)
 
$
73,534

 
$
(339
)
 
$
82,778

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Repurchase of common stock
 
(64,788
)
 
 
(709
)
 

 

 

 
(709
)
Net income
 

 
 

 

 
8,292

 

 
8,292

Other comprehensive income
 

 
 

 

 

 
26

 
26

Exercise of stock options
 
6,300

 
 
30

 

 

 

 
30

Common stock dividends ($0.24 per common share)
 

 
 

 

 
(1,693
)
 

 
(1,693
)
Earned ESOP shares, net of income taxes
 

 
 
72

 
264

 

 

 
336

Stock option compensation expense
 

 
 
127

 

 

 

 
127

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, September 30, 2015
 
6,988,848

 
 
10,293

 
(926
)
 
80,133

 
(313
)
 
89,187

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 

 
 

 

 
2,528

 

 
2,528

Other comprehensive loss
 

 
 

 

 

 
(2
)
 
(2
)
Exercise of stock options
 
5,300

 
 
42

 

 

 

 
42

Common stock dividends ($0.12 per common share)
 

 
 

 

 
(838
)
 

 
(838
)
Earned ESOP shares, net of income taxes
 

 
 
26

 
67

 

 

 
93

Stock option compensation expense
 

 
 
41

 

 

 

 
41

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2015
 
6,994,148

 
 
$
10,402

 
$
(859
)
 
$
81,823

 
$
(315
)
 
$
91,051





See notes to unaudited consolidated financial statements

8


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended December 31, 2015 and 2014
(In thousands)
(Unaudited)

 
Three Months Ended
December 31,
 
2015

 
2014

Cash flows from operating activities
 
 
 
Net income
$
2,528

 
$
1,727

Adjustments to reconcile net income to net cash provided by
   operating activities:
 

 
 

Depreciation
340

 
331

Amortization of core deposit intangible ("CDI")

 
3

Earned ESOP shares
67

 
66

Stock option compensation expense
37

 
28

Stock option tax effect less excess tax benefit
2

 
1

Loss (gain) on sales of OREO and other repossessed assets, net
3

 
(33
)
Provision for OREO losses
160

 
44

Loss on sales/dispositions of premises and equipment, net
3

 

BOLI net earnings
(136
)
 
(136
)
Gain on sales of loans, net
(394
)
 
(236
)
Increase (decrease) in deferred loan origination fees
(10
)
 
94

Gain on sale of investment securities available for sale, net

 
(45
)
Amortization of MSRs
154

 
232

Loans originated for sale
(10,475
)
 
(8,224
)
Proceeds from sales of loans
12,616

 
8,164

Net change in accrued interest receivable and other assets, and other liabilities and accrued expenses
750

 
1,044

Net cash provided by operating activities
5,645

 
3,060

 
 
 
 
Cash flows from investing activities
 

 
 

Net increase in CDs held for investment
(2,254
)
 
(2,152
)
Proceeds from sale of investment securities available for sale

 
1,220

Proceeds from maturities and prepayments of investment securities available for sale
13

 
138

Proceeds from maturities and prepayments of investment securities held to maturity
124

 
124

Redemption of FHLB stock

 
55

Increase in loans receivable, net
(20,253
)
 
(7,715
)
Additions to premises and equipment
(78
)
 
(226
)
Capitalized improvements to OREO
(142
)
 

Proceeds from sales of OREO and other repossessed assets
166

 
935

Net cash used in investing activities
(22,424
)
 
(7,621
)







See notes to unaudited consolidated financial statements

9


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
For the three months ended December 31, 2015 and 2014
(In thousands)
(Unaudited)

 
Three Months Ended
December 31,
 
2015

 
2014

Cash flows from financing activities
 

 
 

Net increase in deposits
$
18,858

 
$
2,870

ESOP tax effect
26

 
18

Proceeds from exercise of stock options
42

 
24

Stock option excess tax benefit
2

 
1

Issuance of common stock

 
1

Payment of dividends
(838
)
 
(352
)
Net cash provided by financing activities
18,090

 
2,562

 
 

 
 

Net increase (decrease) in cash and cash equivalents
1,311

 
(1,999
)
Cash and cash equivalents
 

 
 

Beginning of period
92,289

 
72,354

End of period
$
93,600

 
$
70,355

 
 
 
 
Supplemental disclosure of cash flow information
 

 
 

Income taxes paid
$

 
$
450

Interest paid
971

 
968

 
 
 
 
Supplemental disclosure of non-cash investing activities
 

 
 

Loans transferred to OREO and other repossessed assets
$

 
$
74

Other comprehensive loss related to investment securities
(2
)
 
(25
)


 


See notes to unaudited consolidated financial statements

10


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 for Timberland Bancorp, Inc. (“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, 2015 (“2015 Form 10-K”).  The unaudited consolidated results of operations for the three months ended December 31, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year ending September 30, 2016.

(b)  Principles of Consolidation:  The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Timberland Bank (“Bank”), and the Bank’s wholly-owned subsidiary, Timberland Service Corporation.   All significant intercompany 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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue 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, 2015 presentation with no change to net income or total shareholders’ equity as previously reported.































11


(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, 2015 and September 30, 2015 (dollars in thousands):
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
December 31, 2015
 
 
 
 
 
 
 
Held to maturity
 
 
 
 
 
 
 
Mortgage-backed securities ("MBS"):
 
 
 
 
 
 
 
U.S. government agencies
$
786

 
$
23

 
$
(1
)
 
$
808

Private label residential
1,033

 
850

 
(5
)
 
1,878

U.S. Treasury and U.S government agency securities
6,005

 
19

 
(25
)
 
5,999

Total
$
7,824

 
$
892

 
$
(31
)
 
$
8,685

 
 
 
 
 
 
 
 
Available for sale
 

 
 

 
 

 
 

MBS:
 

 
 

 
 

 
 

U.S. government agencies
$
374

 
$
28

 
$
(1
)
 
$
401

Mutual funds
1,000

 

 
(39
)
 
961

Total
$
1,374

 
$
28

 
$
(40
)
 
$
1,362

 
 
 
 
 
 
 
 
September 30, 2015
 
 
 
 
 
 
 
Held to maturity
 

 
 

 
 

 
 

MBS:
 

 
 

 
 

 
 

U.S. government agencies
$
828

 
$
23

 
$
(1
)
 
$
850

Private label residential
1,081

 
894

 
(12
)
 
1,963

U.S. Treasury and U.S. government agency securities
6,004

 
77

 

 
6,081

Total
$
7,913

 
$
994

 
$
(13
)
 
$
8,894

 
 
 
 
 
 
 
 
Available for sale
 

 
 

 
 

 
 

MBS:
 

 
 

 
 

 
 

U.S. government agencies
$
387

 
$
34

 
$

 
$
421

Mutual funds
1,000

 

 
(29
)
 
971

Total
$
1,387

 
$
34

 
$
(29
)
 
$
1,392



12


The following table summarizes the estimated fair value and gross unrealized losses for all securities and the length of time these unrealized losses existed as of December 31, 2015 (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
$
106

 
$

 
3

 
$
61

 
$
(1
)
 
4

 
$
167

 
$
(1
)
Private label residential
42

 

 
2

 
155

 
(5
)
 
11

 
197

 
(5
)
U.S. Treasury and U.S. government agency securities
2,964

 
(25
)
 
1

 

 

 

 
2,964

 
(25
)
     Total
$
3,112

 
$
(25
)
 
6

 
$
216

 
$
(6
)
 
15

 
$
3,328

 
$
(31
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available for sale
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

MBS:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

U.S. government agencies
$

 
$

 

 
$
36

 
$
(1
)
 
1

 
$
36

 
$
(1
)
Mutual funds

 

 

 
961

 
(39
)
 
1

 
961

 
(39
)
     Total
$

 
$

 

 
$
997

 
$
(40
)
 
2

 
$
997

 
$
(40
)

The following table summarizes the estimated fair value and gross unrealized losses for all securities and the length of time these unrealized losses existed as of September 30, 2015 (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
$
49

 
$

 
4

 
$
63

 
$
(1
)
 
5

 
$
112

 
$
(1
)
Private label residential
1

 

 
1

 
157

 
(12
)
 
11

 
158

 
(12
)
     Total
$
50

 
$

 
5

 
$
220

 
$
(13
)
 
16

 
$
270

 
$
(13
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available for sale
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

MBS:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

U.S. government agencies
$
1

 
$

 
1

 
$
48

 
$

 
2

 
$
49

 
$

Mutual funds

 

 

 
971

 
(29
)
 
1

 
971

 
(29
)
     Total
$
1

 
$

 
1

 
$
1,019

 
$
(29
)
 
3

 
$
1,020

 
$
(29
)

The Company has evaluated these securities and has determined that the decline in their 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 market value recovers.  Furthermore, as of December 31, 2015, management does not have the intent to sell any of the securities classified as available for sale where the estimated fair value is below the recorded value and believes 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.

13


In accordance with GAAP, 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 estimate of the credit loss component on OTTI securities as of December 31, 2015 and September 30, 2015:
 
Range
 
Weighted
 
Minimum 
 
Maximum 
 
Average 
December 31, 2015
 
 
 
 
 
Constant prepayment rate
6.00
%
 
15.00
%
 
9.63
%
Collateral default rate
0.11
%
 
15.97
%
 
5.33
%
Loss severity rate
1.00
%
 
77.00
%
 
40.54
%
 
 
 
 
 
 
September 30, 2015
 
 
 
 
 
Constant prepayment rate
6.00
%
 
15.00
%
 
11.49
%
Collateral default rate
0.16
%
 
14.65
%
 
6.08
%
Loss severity rate
3.92
%
 
65.00
%
 
39.83
%

The following table presents the OTTI for the three months ended December 31, 2015 and 2014 (dollars in thousands):
 
Three Months Ended December 31, 2015
 
Three Months Ended
December 31, 2014
 
Held To
Maturity
 
Available
For Sale
 
Held To
Maturity
 
Available
For Sale
Total OTTI
$

 
$

 
$

 
$

Adjustment for portion of OTTI recorded as (transfered from)
       other comprehensive income (loss) before income taxes (1)

 

 

 

Net OTTI recognized in earnings (2)
$

 
$

 
$

 
$

    
 
 
 
 
 
 
 
 
________________________
(1)
Represents OTTI related to all other factors.
(2)
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, 2015 and 2014 (dollars in thousands):
 
Three Months Ended December 31,
 
2015

 
2014

Beginning balance of credit loss
$
1,576

 
$
1,654

Subtractions:
 
 
 

Realized losses previously recorded
as credit losses
(28
)
 
(17
)
Ending balance of credit loss
$
1,548

 
$
1,637



14


There was no realized gain on the sale of investment securities for the three months ended December 31, 2015. There was a $45,000 realized gain on the sale of investment securities for the three months ended December 31, 2014. During the three months ended December 31, 2015, the Company recorded a $28,000 net realized loss (as a result of the securities being deemed worthless) on 14 held to maturity residential MBS, of which the entire amount had been recognized previously as a credit loss. During the three months ended December 31, 2014, the Company recorded a $17,000 net realized loss (as a result of the securities being deemed worthless) on 11 held to maturity residential MBS, of which the entire amount had been recognized previously as a credit loss.

The recorded amount of residential MBS, treasury and agency securities pledged as collateral for public fund deposits, federal treasury tax and loan deposits, FHLB collateral and other non-profit organization deposits totaled $7,186,000 and $7,249,000 at December 31, 2015 and September 30, 2015, respectively.

The contractual maturities of debt securities at December 31, 2015 were as follows (dollars in thousands).  Expected maturities may differ from scheduled maturities as a result of 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
$

 
$

 
$
8

 
$
8

Due after one year to five years
6,006

 
6,001

 

 

Due after five to ten years
20

 
20

 

 

Due after ten years
1,798

 
2,664

 
366

 
393

Total
$
7,824

 
$
8,685

 
$
374

 
$
401



(3) GOODWILL

Goodwill is initially recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired.  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.

The goodwill impairment test involves a two-step process. Step one estimates the fair value of the reporting unit. If the estimated fair value of the Company's sole reporting unit, the Bank, under step one exceeds the recorded value of the reporting unit, goodwill is not considered impaired and no further analysis is necessary. If the estimated fair value of the Company's sole reporting unit is less than the recorded value, then a step two test, which calculates the fair value of assets and liabilities to calculate an implied value of goodwill, is performed.

The Company performed its fiscal year 2015 goodwill impairment test during the quarter ended June 30, 2015 with the assistance of an independent third-party firm specializing in goodwill impairment valuations for financial institutions. The third-party analysis was conducted as of May 31, 2015 and the step one test concluded that the reporting unit's fair value was more than its recorded value and, therefore, step two of the analysis was not necessary. Accordingly, the recorded value of goodwill as of May 31, 2015 was not impaired.

Step one of the goodwill impairment test estimates the fair value of the reporting unit utilizing a discounted cash flow income approach analysis, a public company market approach analysis, a merger and acquisition market approach analysis and a trading price market approach analysis in order to derive an enterprise value for the Company.

The discounted cash flow income approach analysis uses a reporting unit's projection of estimated operating results and cash flows and discounts them using a rate that reflects current market conditions. The projection uses management's estimates of economic and market conditions over the projected period including growth rates in loans and deposits, estimates of future expected changes in net interest margins and cash expenditures. Key assumptions used by the Company in its discounted cash flow model (income approach) included an annual loan growth rate that ranged from 3.00% to 3.60%, an annual deposit growth rate that ranged from 2.20% to 3.20% and a return on assets that ranged from 0.80% to 1.00%. In addition to the above projections of estimated operating results, key assumptions used to determine the fair value estimate under the income approach were the discount rate of 12.2% and the residual capitalization rate of 9.2%. The discount rate used was the cost of

15


equity capital. The cost of equity capital was based on the capital asset pricing model ("CAPM"), modified to account for a small stock premium. The small stock premium represents the additional return required by investors for small stocks based on the 2015 Valuation Handbook - Guide to Cost of Capital. Beyond the approximate five-year forecast period, residual free cash flows were estimated to increase at a constant rate into perpetuity. These cash flows were converted to a residual value using an appropriate residual capitalization rate. The residual capitalization rate was equal to the discount rate minus the expected long-term growth rate of cash flows. Based on historical results, the economic climate, the outlook for the industry and management's expectations, a long-term growth rate of 3.0% was estimated.

The public company market approach analysis estimates the fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with operating and investment characteristics similar to those of the Company. Key assumptions used by the Company included the selection of comparable public companies and performance ratios. In applying the public company analysis, the Company selected nine publicly traded institutions based on similar lines of business, markets, growth prospects, risks and firm size. The performance ratios included price to earnings (last twelve months), price to earnings (current year to date), price to book value, price to tangible book value and price to deposits.

The merger and acquisition market approach analysis estimates the fair value by using merger and acquisition transactions involving companies that are similar in nature to the Company. Key assumptions used by the Company included the selection of comparable merger and acquisition transactions and the valuation ratios to be used. The analysis used banks located in Washington or Oregon that were acquired after January 1, 2013. The valuation ratios from these transactions for price to earnings and price to tangible book value were then used to derive an estimated fair value of the Company.

The trading price market approach analysis used the closing market price at May 29, 2015 of the Company's common stock, traded on the NASDAQ Global Market to determine the market value of total equity capital.

A key assumption used by the Company in the public company market approach analysis and the trading price market approach analysis was the application of a control premium. The Company's common stock is thinly traded and, therefore, management believes reflects a discount for illiquidity. In addition, the trading price of the Company's common stock reflects a minority interest value. To determine the fair market value of a majority interest in the Company's stock, premiums were calculated and applied to the indicated values. Therefore, a control premium was applied to the results of the discounted cash flow income approach analysis, the public company market approach analysis and the trading price market approach analysis because the initial value conclusion was based on minority interest transactions. Merger and acquisition studies were analyzed to conclude that the difference between the acquisition price and a company's stock price prior to acquisition indicates, in part, the price effect of a controlling interest. Based on the evaluation of mergers and acquisition studies, a control premium of 25% was used.

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 the 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. Key assumptions used in the annual goodwill impairment test are highly judgmental and include: selection of comparable companies, amount of control premium, projected cash flows and discount rate applied to projected cash flows. Any change in these indicators or key assumptions 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, 2015, management believed that there had been no events or changes in the circumstances since May 31, 2015 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.

16


(4) LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

Loans receivable and loans held for sale by portfolio segment consisted of the following at December 31, 2015 and September 30, 2015 (dollars in thousands):
 
December 31,
2015
 
September 30,
2015
 
Amount
 
Percent
 
Amount
 
Percent
Mortgage loans:
 
 
 
 
 
 
 
One- to four-family (1)
$
118,507

 
17.3
%
 
$
119,715

 
17.8
%
Multi-family
47,980

 
7.0

 
52,322

 
7.8

Commercial
295,595

 
43.1

 
291,216

 
43.3

Construction - custom and owner/builder
67,861

 
9.9

 
62,954

 
9.3

Construction - speculative one- to four-family
6,199

 
0.9

 
6,668

 
1.0

Construction - commercial
22,213

 
3.2

 
20,728

 
3.1

Construction - multi-family
20,570

 
3.0

 
20,570

 
3.1

Land
25,258

 
3.7

 
26,140

 
3.9

Total mortgage loans
604,183

 
88.1

 
600,313

 
89.3

 
 
 
 
 
 
 
 
Consumer loans:
 

 
 

 
 

 
 

Home equity and second mortgage
36,057

 
5.3

 
34,157

 
5.0

Other
4,387

 
0.6

 
4,669

 
0.7

Total consumer loans
40,444

 
5.9

 
38,826

 
5.7

 
 
 
 
 
 
 
 
Commercial business loans
40,886

 
6.0

 
33,763

 
5.0

 
 
 
 
 
 
 
 
Total loans receivable
685,513

 
100.0
%
 
672,902

 
100.0
%
Less:
 

 
 

 
 

 
 

Undisbursed portion of construction 
loans in process
(47,596
)
 
 

 
(53,457
)
 
 

Deferred loan origination fees
(2,183
)
 
 

 
(2,193
)
 
 

Allowance for loan losses
(9,889
)
 
 

 
(9,924
)
 
 

Total loans receivable, net
$
625,845

 
 

 
$
607,328

 
 

________________________
(1)    Includes loans held for sale.


















17


Allowance for Loan Losses
The following tables set forth information for the three months ended December 31, 2015 and 2014 regarding activity in the allowance for loan losses by portfolio segment (dollars in thousands):

 
Three Months Ended December 31, 2015
 
Beginning
Allowance
 
Provision for
/(Recapture of)
 
Charge-
offs
 
Recoveries
 
Ending
Allowance
Mortgage loans:
 
 
 
 
 
 
 
 
 
One-to four-family
$
1,480

 
$
(37
)
 
$
26

 
$
3

 
$
1,420

Multi-family
392

 
(19
)
 

 

 
373

Commercial
4,065

 
(140
)
 
27

 

 
3,898

Construction – custom and owner/builder
451

 
104

 

 

 
555

Construction – speculative one- to four-family
123

 
(1
)
 

 

 
122

Construction – commercial
426

 
60

 

 

 
486

Construction – multi-family
283

 
22

 

 
31

 
336

Land
1,021

 
(96
)
 
8

 
6

 
923

Consumer loans:
 

 
 

 
 

 
 

 
 
Home equity and second mortgage
1,073

 
42

 
13

 

 
1,102

Other
187

 
(24
)
 
3

 
1

 
161

Commercial business loans
423

 
89

 

 
1

 
513

Total
$
9,924

 
$

 
$
77

 
$
42

 
$
9,889


 
 
 
 
 
 
 
 
 
 

 
Three Months Ended December 31, 2014
 
Beginning
Allowance
 
Provision for
/(Recapture of)
 
Charge-
offs
 
Recoveries
 
Ending
Allowance
Mortgage loans:
 
 
 
 
 
 
 
 
 
  One-to four-family
$
1,650

 
$
(47
)
 
$
118

 
$
19

 
$
1,504

  Multi-family
387

 
(19)

 

 

 
368
  Commercial
4,836

 
(1,190)

 

 

 
3,646
  Construction – custom and owner/builder
450

 
10

 

 

 
460
  Construction – speculative one- to four-family
52

 
(2)

 

 

 
50
  Construction – commercial
78

 
(50)

 

 

 
28
Construction – multi-family
25

 
50

 

 

 
75

  Land
1,434

 
1,379

 
4

 
8

 
2,817
Consumer loans:
 
 
 
 
 
 
 
 
 
  Home equity and second mortgage
879

 
(67)

 
11

 

 
801
  Other
176

 
(17)

 
1

 
1

 
159
Commercial business loans
460

 
(47)

 

 
1

 
414
Total
$
10,427

 
$

 
$
134

 
$
29

 
$
10,322





18


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, 2015 and September 30, 2015 (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, 2015
 
 
 
 
 
 
 
 
 
 
 
Mortgage loans:
 
 
 
 
 
 
 
 
 
 
 
One- to four-family
$
243

 
$
1,177

 
$
1,420

 
$
4,265

 
$
114,242

 
$
118,507

Multi-family

 
373

 
373

 

 
47,980

 
47,980

Commercial
181

 
3,717

 
3,898

 
12,109

 
283,486

 
295,595

Construction – custom and owner/builder

 
555

 
555

 

 
41,107

 
41,107

Construction – speculative one- to four-family

 
122

 
122

 

 
3,790

 
3,790

Construction – commercial

 
486

 
486

 

 
13,955

 
13,955

Construction –  multi-family

 
336

 
336

 

 
10,395

 
10,395

Land
25

 
898

 
923

 
1,286

 
23,972

 
25,258

Consumer loans:
 

 
 
 
 

 
 

 
 

 
 

Home equity and second mortgage
361

 
741

 
1,102

 
905

 
35,152

 
36,057

Other
23

 
138

 
161

 
34

 
4,353

 
4,387

Commercial business loans

 
513

 
513

 
73

 
40,813

 
40,886

Total
$
833

 
$
9,056

 
$
9,889

 
$
18,672

 
$
619,245

 
$
637,917

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2015
 

 
 

 
 

 
 

 
 

 
 

Mortgage loans:
 

 
 

 
 

 
 

 
 

 
 

One- to four-family
$
307

 
$
1,173

 
$
1,480

 
$
4,291

 
$
115,424

 
$
119,715

Multi-family
16

 
376

 
392

 
4,037

 
48,285

 
52,322

Commercial
265

 
3,800

 
4,065

 
12,852

 
278,364

 
291,216

Construction – custom and owner/builder

 
451

 
451

 

 
36,192

 
36,192

Construction – speculative one- to four-family

 
123

 
123

 

 
3,781

 
3,781

Construction – commercial

 
426

 
426

 

 
12,200

 
12,200

Construction – multi-family

 
283

 
283

 

 
5,290

 
5,290

Land
37

 
984

 
1,021

 
2,305

 
23,835

 
26,140

Consumer loans:
 

 
 

 
 

 
 

 
 

 
 

Home equity and second mortgage
362

 
711

 
1,073

 
910

 
33,247

 
34,157

Other
24

 
163

 
187

 
36

 
4,633

 
4,669

Commercial business loans

 
423

 
423

 

 
33,763

 
33,763

Total
$
1,011

 
$
8,913

 
$
9,924

 
$
24,431

 
$
595,014

 
$
619,445



19


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 ongoing 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.  Assets in this category do not expose the Company to sufficient risk to warrant a substandard classification.

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.

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, 2015 and September 30, 2015, there were no loans classified as loss.


20


The following table lists the loan credit risk grades utilized by the Company that serve as credit quality indicators by portfolio segment at December 31, 2015 and September 30, 2015 (dollars in thousands):

 
Loan Grades
 
 
December 31, 2015
Pass
 
Watch
 
Special
Mention
 
Substandard
 
Total
Mortgage loans:
 
 
 
 
 
 
 
 
 
One- to four-family
$
113,704

 
$
223

 
$
982

 
$
3,598

 
$
118,507

Multi-family
44,966

 

 
3,014

 

 
47,980

Commercial
275,732

 
8,313

 
5,728

 
5,822

 
295,595

Construction – custom and owner/builder
40,920

 

 

 
187

 
41,107

Construction – speculative one- to four-family
3,790

 

 

 

 
3,790

Construction – commercial
13,955

 

 

 

 
13,955

Construction – multi-family
10,395

 

 

 

 
10,395

Land
21,342

 
1,065

 
1,873

 
978

 
25,258

Consumer loans:
 

 
 

 
 

 
 

 
 
Home equity and second mortgage
33,776

 
663

 
402

 
1,216

 
36,057

Other
4,353

 

 

 
34

 
4,387

Commercial business loans
40,766

 
47

 

 
73

 
40,886

Total
$
603,699

 
$
10,311

 
$
11,999

 
$
11,908

 
$
637,917

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2015
 

 
 

 
 

 
 

 
 

Mortgage loans:
 
 
 

 
 

 
 

 
 

One- to four-family
$
114,402

 
$
653

 
$
1,339

 
$
3,321

 
$
119,715

Multi-family
45,249

 

 
6,313

 
760

 
52,322

Commercial
270,685

 
8,040

 
6,803

 
5,688

 
291,216

Construction – custom and owner/builder
36,192

 

 

 

 
36,192

Construction – speculative one- to four-family
3,781

 

 

 

 
3,781

Construction – commercial
12,200

 

 

 

 
12,200

Construction – multi-family
5,290

 

 

 

 
5,290

Land
20,964

 
1,105

 
2,078

 
1,993

 
26,140

Consumer loans:
 

 
 

 
 

 
 

 
 
Home equity and second mortgage
32,172

 
664

 
404

 
917

 
34,157

Other
4,631

 

 

 
38

 
4,669

Commercial business loans
33,635

 
49

 
79

 

 
33,763

Total
$
579,201

 
$
10,511

 
$
17,016

 
$
12,717

 
$
619,445



21


The following tables present an age analysis of past due status of loans by portfolio segment at December 31, 2015 and September 30, 2015 (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, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
One- to four-family
$
30

 
$
264

 
$
2,694

 
$

 
$
2,988

 
$
115,519

 
$
118,507

Multi-family

 

 

 

 

 
47,980

 
47,980

Commercial

 

 
1,184

 

 
1,184

 
294,411

 
295,595

Construction – custom and owner/builder

 

 

 

 

 
41,107

 
41,107

Construction – speculative one- to four- family

 

 

 

 

 
3,790

 
3,790

Construction – commercial

 

 

 

 

 
13,955

 
13,955

Construction – multi-family

 

 

 

 

 
10,395

 
10,395

Land
16

 

 
546

 

 
562

 
24,696

 
25,258

Consumer loans:
 

 
 

 
 

 
 

 


 
 
 
 
Home equity and second mortgage
54

 

 
300

 
285

 
639

 
35,418

 
36,057

Other

 

 
34

 

 
34

 
4,353

 
4,387

Commercial business loans

 

 
73

 

 
73

 
40,813

 
40,886

Total
$
100

 
$
264

 
$
4,831

 
$
285

 
$
5,480

 
$
632,437

 
$
637,917

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2015
 

 
 

 
 

 
 

 
 

 
 

 
 

Mortgage loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

One- to four-family
$

 
$
425

 
$
2,368

 
$

 
$
2,793

 
$
116,922

 
$
119,715

Multi-family

 

 
760

 

 
760

 
51,562

 
52,322

Commercial

 

 
1,016

 

 
1,016

 
290,200

 
291,216

   Construction – custom and owner/
       builder

 
345

 

 

 
345

 
35,847

 
36,192

Construction – speculative one- to four- family

 

 

 

 

 
3,781

 
3,781

Construction – commercial

 

 

 

 

 
12,200

 
12,200

Construction – multi-family

 

 

 

 

 
5,290

 
5,290

Land
15

 
32

 
1,558

 

 
1,605

 
24,535

 
26,140

Consumer loans:
 

 
 

 
 

 
 

 
 
 
 

 
 
Home equity and second mortgage
146

 
14

 
303

 
151

 
614

 
33,543

 
34,157

Other

 

 
35

 

 
35

 
4,634

 
4,669

Commercial business loans

 

 

 

 

 
33,763

 
33,763

Total
$
161

 
$
816

 
$
6,040

 
$
151

 
$
7,168

 
$
612,277

 
$
619,445

______________________
(1) Includes non-accrual loans past due 90 days or more and other loans classified as non-accrual.

Impaired Loans
A loan is considered impaired when (based on current information and events) it is probable that the Company will be unable to collect all contractual principal and interest payments when due in accordance with the original or modified terms of the loan agreement.  Impaired loans are measured based on the estimated fair value of the collateral less the estimated cost to sell if the loan is considered collateral dependent.  Impaired loans that are not considered to be collateral dependent are measured based on the present value of expected future cash flows.

The categories of non-accrual loans and impaired loans overlap, although they are not identical.  The Company considers all circumstances regarding the loan and borrower on an individual basis when determining whether an impaired loan should be placed on non-accrual status, such as the financial strength of the borrower, the estimated collateral value, reasons for the delay, payment record, the amount past due and the number of days past due.

22


The following table is a summary of information related to impaired loans by portfolio segment as of December 31, 2015 and for the three months then ended (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
$
1,903

 
$
2,148

 
$

 
$
1,615

 
$
12

 
$
12

Multi-family

 

 

 
380

 

 

Commercial
8,126

 
9,214

 

 
7,662

 
122

 
96

Land
696

 
1,119

 

 
1,155

 
4

 
3

Consumer loans:
 
 
 
 
 

 
 
 
 
 
 
Home equity and second mortgage
165

 
382

 

 
166

 

 

Commercial business loans
73

 
78

 

 
37

 

 

Subtotal
10,963

 
12,941

 

 
11,015

 
138

 
111

 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 

 
 

 
 

 
 
 
 
 
 
Mortgage loans:
 

 
 

 
 

 
 
 
 
 
 
One- to four-family
2,362

 

 
243

 
2,666

 
32

 
24

Multi-family

 

 

 
1,639

 

 

Commercial
3,983

 

 
181

 
4,818

 
55

 
43

Land
590

 

 
25

 
641

 
10

 
8

Consumer loans:
 
 
 
 
 
 
 
 
 
 
 
Home equity and second mortgage
740

 

 
361

 
743

 
10

 
9

Other 
34

 

 
23

 
35

 

 

Subtotal
7,709

 

 
833

 
10,542

 
107

 
84

 
 
 
 
 
 
 
 
 
 
 
 
Total:
 

 
 

 
 

 
 
 
 
 
 
Mortgage loans:
 

 
 

 
 

 
 
 
 
 
 
One- to four-family
4,265

 
2,148

 
243

 
4,281

 
44

 
36

Multi-family

 

 

 
2,019

 

 

Commercial
12,109

 
9,214

 
181

 
12,480

 
177

 
139

Land
1,286

 
1,119

 
25

 
1,796

 
14

 
11

Consumer loans:
 
 
 
 
 
 
 
 
 
 
 
Home equity and second mortgage
905

 
382

 
361

 
909

 
10

 
9

Other
34

 

 
23

 
35

 

 

Commercial business loans
73

 
78

 

 
37

 

 

Total
$
18,672

 
$
12,941

 
$
833

 
$
21,557

 
$
245

 
$
195

________________________________________________
(1)
For the three months ended December 31, 2015.


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, 2015 (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
$
1,321

 
$
1,546

 
$

 
$
1,919

 
$
25

 
$
25

Multi-family
760

 
791

 

 
570

 
3

 
3

Commercial
7,199

 
8,259

 

 
9,078

 
521

 
412

Construction – custom and owner/builder

 

 

 
118

 

 

Land
1,614

 
2,150

 

 
1,028

 
25

 
20

Consumer loans:
 

 
 

 
 

 
 

 
 

 
 

Home equity and second mortgage
165

 
381

 

 
270

 

 

Commercial business loans

 
6

 

 

 

 

Subtotal
11,059

 
13,133

 

 
12,983

 
574

 
460

 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 

 
 

 
 

 
 

 
 

 
 

Mortgage loans:
 

 
 

 
 

 
 

 
 

 
 

One- to four-family
2,970

 
2,970

 
307

 
3,833

 
149

 
112

Multi-family
3,277

 
3,277

 
16

 
3,291

 
184

 
137

Commercial
5,653

 
5,653

 
265

 
3,475

 
202

 
152

Construction – custom and owner/builder

 

 

 
17

 

 

Land
691

 
691

 
37

 
3,298

 
32

 
27

Consumer loans:
 

 
 

 
 

 
 

 
 

 
 

Home equity and second mortgage
745

 
745

 
362

 
516

 
18

 
15

Other
36

 
36

 
24

 
28

 

 

Subtotal
13,372

 
13,372

 
1,011

 
14,458

 
585

 
443

Total:
 

 
 

 
 

 
 

 
 

 
 

Mortgage loans:
 

 
 

 
 

 
 

 
 

 
 

One- to four-family
4,291

 
4,516

 
307

 
5,752

 
174

 
137

Multi-family
4,037

 
4,068

 
16

 
3,861

 
187

 
140

Commercial
12,852

 
13,912

 
265

 
12,553

 
723

 
564

Construction – custom and owner/builder

 

 

 
135

 

 

Land
2,305

 
2,841

 
37

 
4,326

 
57

 
47

Consumer loans:
 

 
 

 
 

 
 

 
 

 
 

Home equity and second mortgage
910

 
1,126

 
362

 
786

 
18

 
15

Other
36

 
36

 
24

 
28

 

 

Commercial business loans

 
6

 

 

 

 

Total
$
24,431

 
$
26,505

 
$
1,011

 
$
27,441

 
$
1,159

 
$
903

______________________________________________
(1) For the year ended September 30, 2015.













24


The following table sets forth information with respect to the Company’s non-performing assets at December 31, 2015 and September 30, 2015 (dollars in thousands):
 
December 31,
2015

 
September 30,
2015

Loans accounted for on a non-accrual basis:
 
 
 
Mortgage loans:
 
 
 
    One- to four-family
$
2,694

 
$
2,368

    Multi-family

 
760

    Commercial
1,184

 
1,016

    Land
546

 
1,558

Consumer loans:
 

 
 

    Home equity and second mortgage
300

 
303

Other
34

 
35

Commercial business loans
73

 

       Total loans accounted for on a non-accrual basis
4,831

 
6,040

 
 
 
 
Accruing loans which are contractually
past due 90 days or more
285

 
151

 
 
 
 
Total of non-accrual and 90 days past due loans
5,116

 
6,191

 
 
 
 
Non-accrual investment securities
891

 
932

 
 
 
 
OREO and other repossessed assets, net
7,667

 
7,854

       Total non-performing assets (1)
$
13,674

 
$
14,977

 
 
 
 
Troubled debt restructured loans on accrual status (2)
$
7,971

 
$
12,485

 
 
 
 
Non-accrual and 90 days or more past
due loans as a percentage of loans receivable
0.80
%
 
1.00
%
 
 
 
 
Non-accrual and 90 days or more past
due loans as a percentage of total assets
0.61
%
 
0.76
%
 
 
 
 
Non-performing assets as a percentage of total assets
1.63
%
 
1.84
%
 
 
 
 
Loans receivable (3)
$
635,734

 
$
617,252

 
 
 
 
Total assets
$
837,379

 
$
815,815

___________________________________
(1) Does not include troubled debt restructured loans on accrual status.
(2) Does not include troubled debt restructured loans totaling $1.2 million and $1.2 million reported as non-accrual loans at December 31, 2015 and September 30, 2015, respectively.
(3)  Includes loans held for sale and before the allowance for loan losses.

A troubled debt restructured loan is a loan for which the Company, for reasons related to a borrower’s financial difficulties, grants a significant 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-amorizations, extensions, deferrals and renewals.  Troubled debt restructured loans are considered impaired and are individually evaluated for impairment.  Troubled debt restructured loans can be classified as either accrual or non-accrual. Troubled debt restructured

25


loans are classified as non-performing loans unless they have been performing in accordance with their modified terms for a period of at least six months. The Company had $9.20 million and $13.72 million in troubled debt restructured loans included in impaired loans at December 31, 2015 and September 30, 2015, respectively, and had no commitments at these dates to lend additional funds on these loans.  The allowance for loan losses allocated to troubled debt restructured loans at December 31, 2015 and September 30, 2015 was $332,000 and $310,000, respectively. There were no troubled debt restructured loans which incurred a payment default within 12 months of the restructure date during the three months ended December 31, 2015.

The following tables set forth information with respect to the Company’s troubled debt restructured loans by interest accrual status as of December 31, 2015 and September 30, 2015 (dollars in thousands):

 
December 31, 2015
 
Accruing
 
Non-
Accrual
 
Total
Mortgage loans:
 
 
 
 
 
One- to four-family
$
1,571

 
$
825

 
$
2,396

Commercial
5,366

 

 
5,366

Land
740

 
252

 
992

Consumer loans:
 

 
 

 
 

Home equity and second mortgage
294

 
152

 
446

Total
$
7,971

 
$
1,229

 
$
9,200


 
September 30, 2015
 
Accruing
 
Non-
Accrual
 
Total
Mortgage loans:
 
 
 
 
 
One- to four-family
$
1,929

 
$
826

 
$
2,755

Multi-family
3,277

 

 
3,277

Commercial
6,237

 

 
6,237

Land
747

 
255

 
1,002

Consumer loans:
 

 
 

 
 

Home equity and second mortgage
295

 
152

 
447

Total
$
12,485

 
$
1,233

 
$
13,718


The following tables set forth information with respect to the Company’s troubled debt restructured loans by portfolio segment that occurred during the three months ended December 31, 2015 and the year ended September 30, 2015 (dollars in thousands):

December 31, 2015
 
 
 
 
 
 
 
There were no new troubled debt restructured loans during the three months ended December 31, 2015.
September 30, 2015
Number of Contracts
 
Pre-Modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment
 
End of Period Balance
One-to four-family (1)
1

 
$
48

 
$
48

 
$
48

Total
1

 
$
48

 
$
48

 
$
48

___________________________
(1)
Modification was a result of a reduction in the stated interest rate.

26


(5) NET INCOME PER COMMON SHARE
Basic net income per common share is computed by dividing net income 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 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 and the outstanding warrant to purchase common stock.  Shares owned by the Bank’s ESOP that have not been allocated are not considered to be outstanding for the purpose of computing basic and diluted net income per common share. At December 31, 2015 and 2014, there were 118,097 and 156,020 shares, respectively, that had not been allocated under the Bank’s ESOP.

Information regarding the calculation of basic and diluted net income per common share for the three months ended December 31, 2015 and 2014 is as follows (dollars in thousands, except per share amounts):
 
Three Months Ended
December 31,
 
2015

 
2014

Basic net income per common share computation
 
 
 
Numerator – net income
$
2,528

 
$
1,727

 
 
 
 
Denominator – weighted average common
shares outstanding
6,869,726

 
6,891,952

 
 
 
 
Basic net income per common share
$
0.37

 
$
0.25

 
 
 
 
Diluted net income per common share computation
 
 
 
Numerator – net income
$
2,528

 
$
1,727

 
 
 
 
Denominator – weighted average
shares outstanding
6,869,726

 
6,891,952

Effect of dilutive stock options (1)
52,985

 
36,819

Effect of dilutive stock warrant (2)
161,153

 
134,769

Weighted average common shares
and common stock equivalents
7,083,864

 
7,063,540

 
 
 
 
Diluted net income per common share
$
0.36

 
$
0.24


____________________________________________
(1) For the three months ended December 31, 2015 and 2014, average options to purchase 154,000 and 122,000 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.
(2) Represents a warrant to purchase 370,899 shares of the Company's common stock at an exercise price of $6.73 per share (subject to anti-dilution adjustments) at any time through December 23, 2018.


(6) STOCK COMPENSATION PLANS AND STOCK BASED COMPENSATION

Stock Compensation Plans
Under the Company’s prior stock compensation plans (1999 Stock Option Plan, 2003 Stock Option Plan and 1998 Management Recognition and Development Plan ("MRDP")), the Company was able to grant options and awards for restricted stock for up to a combined total of 2,151,500 shares of common stock to employees, officers, directors and directors emeriti.  Under the Company's 2014 Equity Incentive Plan, which was approved by shareholders on January 27, 2015, 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.  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

27


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. At December 31, 2015, there were 224,366 shares of restricted stock or options for common shares available for future grant under the 2014 Equity Incentive Plan. At December 31, 2015, there were no options or awards for restricted stock available for future grant under the 1999 Stock Option Plan, the 2003 Stock Option Plan, or the MRDP.

Activity under the Plans for the three months ended December 31, 2015 and 2014 is as follows:
 
Three Months Ended
December 31, 2015
 
Three Months Ended
December 31, 2014
 
 Number of Shares

 
Weighted
Average
Exercise
Price

 
 Number of Shares

 
Weighted
Average
Exercise
Price

Options outstanding, beginning of period
341,300

 
$
8.73

 
221,400

 
$
7.49

Exercised
(5,300
)
 
7.88

 
(5,300
)
 
4.62

Forfeited
(400
)
 
5.86

 
(200
)
 
4.55

Options outstanding, end of period
335,600

 
$
8.74

 
215,900

 
$
7.57

 
 
 
 
 
 
 
 
Options exercisable, end of period
101,800

 
$
6.75

 
69,500

 
$
6.18


The aggregate intrinsic value of options outstanding at December 31, 2015 was $1.1 million.

At December 31, 2015, there were 233,800 unvested options with an aggregate grant date fair value of $506,000, all of which the Company assumes will vest. The aggregate intrinsic value of unvested options at December 31, 2015 was $535,000.  There were 28,500 options with an aggregate grant date fair value of $67,000 that vested during the three months ended December 31, 2015.

At December 31, 2014, there were 146,400 unvested options with an aggregate grant date fair value of $363,000. There were 37,700 options with an aggregate grant date fair value of $86,000 that vested during the three months ended December 31, 2014.

Expense for Stock Compensation Plans
Compensation expense during the three months ended December 31, 2015 and 2014 for all stock-based plans was as follows (dollars in thousands):
 
Three Months Ended December 31,
 
2015
 
2014
 
Stock
Options
 
Stock
Options
Compensation expense
$
37

 
$
28

Less: related tax benefit recognized
4

 
2

Total
$
41

 
$
30

 
The compensation expense to be recognized in the future years ending September 30 for stock options that have been awarded as of December 31, 2015 is as follows (dollars in thousands):
 
Stock
Options
Remainder of 2016
$
115

2017
146

2018
115

2019
58

2020
36

Total
$
470


28




(7) FAIR VALUE MEASUREMENTS

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 representational fair value for these types of items as of December 31, 2015 and September 30, 2015.  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.

GAAP defines fair value and establishes a framework for measuring fair value.  Fair value is the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.  The three levels for categorizing assets and liabilities under GAAP's fair value measurement requirements are as follows:

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 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. The estimated fair value of MBS are based upon market prices of similar securities or observable inputs (Level 2). The estimated fair value 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, 2015 and September 30, 2015. The Company's assets measured at estimated fair value on a recurring basis at December 31, 2015 and September 30, 2015 are as follows (dollars in thousands):
December 31, 2015
Estimated Fair Value
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Available for sale investment securities
 
 
 
 
 
 
 
MBS: U.S. government agencies
$

 
$
401

 
$

 
$
401

Mutual funds
961

 

 

 
961

Total
$
961

 
$
401

 
$

 
$
1,362

September 30, 2015
Estimated Fair Value
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Available for sale investment securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MBS: U.S. government agencies
$

 
$
421

 
$

 
$
421

Mutual funds
971

 

 

 
971

Total
$
971

 
$
421

 
$

 
$
1,392


There were no transfers among Level 1, Level 2 and Level 3 during the three months ended December 31, 2015 and the year ended September 30, 2015.


29


The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a nonrecurring 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:  The Company’s OREO and other repossessed assets are initially recorded at estimated fair value less estimated costs to sell.  This amount becomes the property’s new basis.  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, 2015 (dollars in thousands):
 
Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
Impaired loans:
 
 
 
 
 
Mortgage loans:
 
 
 
 
 
One-to four-family
$

 
$

 
$
2,119

Commercial

 

 
3,802

Land

 

 
565

Consumer loans:
 

 
 

 
 

Home equity and second mortgage

 

 
379

Other
 
 
 
 
11

Total impaired loans (1)

 

 
6,876

Investment securities – held to maturity (2):
 

 
 

 
 

MBS - private label residential

 
13

 

OREO and other repossessed assets (3)

 

 
7,667

Total
$

 
$
13

 
$
14,543


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, 2015 (dollars in thousands):
 
 Estimated
Fair Value
 
 
Valuation
Technique(s)
 
 
 
Unobservable Input(s)
 
 
 
Range
Impaired loans
$
6,876

 
Market approach
 
Appraised value less selling costs
 
NA
 
 
 
 
 
 
 
 
OREO and other repossessed assets
$
7,667

 
Market approach
 
Lower of appraised value or listing price less selling costs
 
NA


30


The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at September 30, 2015 (dollars in thousands):
 
Estimated Fair Value
 
Level 1
 
Level 2
 
Level 3
Impaired loans:
 
 
 
 
 
Mortgage loans:
 
 
 
 
 
One-to four-family
$

 
$

 
$
2,663

Multi-family

 

 
3,261

Commercial

 

 
5,388

Land

 

 
654

Consumer loans:
 

 
 

 
 

Home equity and second mortgage

 

 
383

Other

 

 
12

Total impaired loans (1)

 

 
12,361

Investment securities – held to maturity (2):
 

 
 

 
 

MBS - private label residential

 
31

 

OREO and other repossessed assets (3)

 

 
7,854

Total
$

 
$
31

 
$
20,215


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, 2015 (dollars in thousands):
 
 Estimated
Fair Value
 
 
Valuation
Technique(s)
 
 
 
Unobservable Input(s)
 
 
 
Range
Impaired loans
$
12,361

 
Market approach
 
Appraised value less selling costs
 
NA
 
 
 
 
 
 
 
 
OREO and other repossessed assets
$
7,854

 
Market approach
 
Lower of appraised value or listing price less selling costs
 
NA

The following methods and assumptions were used by the Company in estimating fair value of its other financial instruments:

Cash and Cash Equivalents:  The estimated fair value of financial instruments that are short-term or re-price frequently and that have little or no risk are considered to have an estimated fair value equal to the recorded value.

CDs Held for Investment:  The estimated fair value of financial instruments that are short-term or re-price frequently and that have little or no risk are considered to have an estimated fair value equal to the recorded value.

Investment Securities: See descriptions above.

FHLB Stock:  No ready market exists for this stock, and it has no quoted market value.  However, redemption of this stock has historically been at par value.  Accordingly, par value is deemed to be a reasonable estimate of fair value.

Loans Receivable, Net: The fair value of non-impaired loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers for the same remaining maturities. Prepayments are based on the historical experience of the Bank. Fair values for impaired loans are estimated using the methods described above.

Loans Held for Sale:  The estimated fair value is based on quoted market prices obtained from the Federal Home Loan Mortgage Corporation ("Freddie Mac").

Accrued Interest:  The recorded amount of accrued interest approximates the estimated fair value.


31


Deposits:  The estimated fair value of deposits with no stated maturity date is deemed to be the amount payable on demand.  The estimated fair value of fixed maturity certificates of deposit is computed by discounting future cash flows using the rates currently offered by the Bank for deposits of similar remaining maturities.

FHLB Advances:  The estimated fair value of FHLB advances is computed by discounting the future cash flows of the borrowings at a rate which approximates the current offering rate of the borrowings with a comparable remaining life.

Off-Balance-Sheet Instruments:  Since the majority of the Company’s off-balance-sheet instruments consist of variable-rate commitments, the Company has determined that they do not have a distinguishable estimated fair value.

The estimated fair values of financial instruments were as follows as of December 31, 2015 and September 30, 2015 (dollars in thousands):
 
December 31, 2015
 
 
 
Fair Value Measurements Using:
 
Recorded
Amount
 
 Estimated Fair Value
 
 
Level 1
 
 
Level 2
 
 
Level 3
Financial assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
93,600

 
$
93,600

 
$
93,600

 
$

 
$

CDs held for investment
50,865

 
50,865

 
50,865

 

 

Investment securities
9,186

 
10,047

 
3,939

 
6,108

 

FHLB stock
2,699

 
2,699

 
2,699

 

 

Loans receivable, net
624,541

 
629,594

 

 

 
629,594

Loans held for sale
1,304

 
1,353

 
1,353

 

 

Accrued interest receivable
2,234

 
2,234

 
2,234

 

 

 
 
 
 
 
 
 
 
 
 
Financial liabilities
 

 
 

 
 

 
 

 
 

Deposits:
 

 
 

 
 

 
 
 
 

Non-interest-bearing demand
142,279

 
142,279

 
142,279

 

 

Interest-bearing
555,491

 
555,741

 
402,692

 

 
153,049

Total deposits
697,770

 
698,020

 
544,971

 

 
153,049

FHLB advances
45,000

 
46,233

 

 
46,233

 

Accrued interest payable
299

 
299

 
299

 

 


32


 
September 30, 2015
 
 
 
Fair Value Measurements Using:
 
Recorded
Amount
 
 Estimated Fair Value
 
 
Level 1
 
 
Level 2
 
 
Level 3
Financial assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
92,289

 
$
92,289

 
$
92,289

 
$

 
$

CDs held for investment
48,611

 
48,611

 
48,611

 

 

Investment securities
9,305

 
10,286

 
3,996

 
6,290

 

FHLB stock
2,699

 
2,699

 
2,699

 

 

Loans receivable, net
604,277

 
614,734

 

 

 
614,734

Loans held for sale
3,051

 
3,139

 
3,139

 

 

Accrued interest receivable
2,170

 
2,170

 
2,170

 

 

 
 
 
 
 
 
 
 
 
 
Financial liabilities
 

 
 

 
 

 
 

 
 

Deposits:
 

 
 

 
 

 
 
 
 

Non-interest-bearing demand
141,388

 
141,388

 
141,388

 

 

Interest-bearing
537,524

 
538,092

 
383,419

 

 
154,673

Total deposits
678,912

 
679,480

 
524,807

 

 
154,673

FHLB advances
45,000

 
46,742

 

 
46,742

 

Accrued interest payable
289

 
289

 
289

 

 


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.



(8) RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), with an effective date for annual reporting periods beginning after December 15, 2016. The core principle of this ASU is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In general, the new guidance requires companies to use more judgment and make more estimates than under current guidance, including identifying performance obligations in the contract and estimating the amount of variable consideration to include in the transaction price related to each separate performance obligation. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606), which deferred the effective date of ASU No. 2014-09 to annual periods beginning after December 15, 2017, including interim periods within that reporting period. The adoption of ASU No. 2014-09 is not expected to have a material impact on the Company's consolidated financial statements.

In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20). The ASU eliminates the need to separately classify, present and disclose extraordinary events. The disclosure of events or transactions that are unusual or infrequent in nature will be included in other guidance. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of ASU No. 2015-01 is not expected to have a material impact on the Company's consolidated financial statements.


33


In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The ASU is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current GAAP by placing more emphasis on risk of loss when determining a controlling financial interest. ASU No. 2015-02 will be effective for periods beginning after December 15, 2015 for public companies. Early adoption is permitted, including adoption in an interim period. The adoption of ASU No. 2015-02 is not expected to have a material impact on the Company's consolidated financial statements.

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this ASU require that the acquirer record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this ASU require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in the current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU No. 2015-16 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of ASU No. 2015-16 is not expected to have a material impact on the Company's consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The main provisions of this ASU address the valuation and impairment of certain equity investments along with simplified disclosures about those investments. Equity securities with readily determinable fair values will be treated in the same manner as other financial instruments. The amendments in this ASU are effective for annual periods, and interim periods with those annual periods, beginning after December 15, 2017. The adoption of ASU No. 2016-01 is not expected to have a material impact on the Company's consolidated financial statements.


Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations


As used in this Form 10-Q, the terms “we,” “our” and “Company” refer to Timberland Bancorp, Inc. and its consolidated subsidiaries, unless the context indicates otherwise.  When we refer to “Bank” in this Form 10-Q, we are referring to Timberland Bank, a wholly-owned subsidiary of Timberland Bancorp, Inc. and the Bank’s wholly-owned subsidiary, Timberland Service Corporation.

The following analysis discusses the material changes in the consolidated financial condition and results of operations of the Company at and for the three months ended December 31, 2015.  This analysis as well as other sections of this report contains certain “forward-looking statements.”

Certain matters discussed in this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning our future operations.  These statements relate to our financial condition, results of operations, plans, objectives, future performance or business.  Forward-looking statements are not statements of historical fact, are based on certain assumptions and often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.”  Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about future economic performance and projections of financial items.  These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated or implied by our forward-looking statements, including, but not limited to: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets which may lead to increased losses and non-performing loans in our loan portfolio, and may result in our allowance for loan losses not being adequate to cover actual losses, and require us to materially increase our loan loss reserves; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the

34


demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas; secondary market conditions for loans and our ability to sell loans in the secondary market; results of examinations of us by the Board of Governors of the Federal Reserve System ("Federal Reserve") and of our bank subsidiary by the FDIC, the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, institute a formal or informal enforcement action against us or our bank subsidiary which could require us to increase our allowance for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits or impose additional requirements or restrictions on us, any of which could adversely affect our liquidity and earnings; legislative or regulatory changes that adversely affect our business including changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules including as a result of Basel III; the impact of the Dodd Frank Wall Street Reform and Consumer Protection Act and implementing regulations; our ability to attract and retain deposits; increases in premiums for deposit insurance; our ability to control operating costs and expenses; the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risks associated with the loans on our consolidated balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges; the failure or security breach of computer systems on which we depend; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to implement our business strategies; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; our ability to manage loan delinquency rates; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; our ability to pay dividends on our common stock; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the FASB, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; the economic impact of war or any terrorist activities; other economic, competitive, governmental, regulatory, and technological factors affecting our operations; pricing, products and services; and other risks described elsewhere in this Form 10-Q and in the Company's other reports filed with or furnished to the Securities and Exchange Commission, including our 2015 Form 10-K.

Any of the forward-looking statements that we make in this Form 10-Q and in the other public statements we make are based upon management’s beliefs and assumptions at the time they are made.  We do not undertake and specifically disclaim any obligation to publicly update or revise any forward-looking statements included in this report to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise.  In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this document might not occur and we caution readers not to place undue reliance on any forward-looking statements.  These risks could cause our actual results for fiscal 2016 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of us, and could negatively affect the Company’s consolidated financial condition and results of operations as well as its stock price performance.


Overview

Timberland Bancorp, Inc., a Washington corporation, is the holding company for Timberland Bank.  The Bank opened for business in 1915 and serves consumers and businesses across Grays Harbor, Thurston, Pierce, King, Kitsap and Lewis counties, Washington with a full range of lending and deposit services through its 22 branches (including its main office in Hoquiam).  At December 31, 2015, the Company had total assets of $837.38 million and total shareholders’ equity of $91.05 million.  The Company’s business activities generally are limited to passive investment activities and oversight of its investment in the Bank.  Accordingly, the information set forth in this report relates primarily to the Bank’s operations.

The profitability of the Company’s operations depends primarily on its net interest income after provision for loan losses.  Net interest income is the difference between interest income, which is the income that the Company earns on interest-earning assets, which are primarily loans and investments, and interest expense, the amount the Company pays on its interest-bearing liabilities, which are primarily deposits and borrowings.  Net interest income is affected by changes in the volume and mix of interest-earning assets, interest earned on those assets, the volume and mix of interest-bearing liabilities and interest paid on those interest-bearing liabilities. Management strives to match the re-pricing characteristics of the interest-earning assets and interest-bearing liabilities to protect net interest income from changes in market interest rates and changes in the shape of the yield curve.


35


The provision for loan losses is dependent on changes in the loan portfolio and management’s assessment of the collectability of the loan portfolio as well as prevailing economic and market conditions.  The allowance for loan losses reflects the amount that the Company believes is adequate to cover probable credit losses inherent in its loan portfolio.

Net income is also affected by non-interest income and non-interest expenses.  For the three month period ended December 31, 2015, non-interest income consisted primarily of service charges on deposit accounts, gain on sales of loans, ATM and debit card interchange transaction fees, an increase in the cash surrender value of BOLI and other operating income.  Non-interest income is reduced by net OTTI losses on investment securities and losses on the sale of investment securities.  Non-interest expenses consisted primarily of salaries and employee benefits, premises and equipment, advertising, ATM and debit card interchange transaction fees, OREO and other repossessed asset expenses, postage and courier expenses, state and local taxes, professional fees, FDIC insurance premiums, loan administration and foreclosure expenses, deposit operation expenses and data processing and telecommunication expenses.  Non-interest income and non-interest expenses are affected by the growth of the Company's operations and growth in the number of loan and deposit accounts.

Results of operations may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.

The Bank is a community-oriented bank which has traditionally offered a variety of savings products to its retail customers while concentrating its lending activities on real estate mortgage loans.  Lending activities have been focused primarily on the origination of loans secured by real estate, including residential construction loans, one- to four-family residential loans, multi-family loans and commercial real estate loans.  The Bank originates adjustable-rate residential mortgage loans that do not qualify for sale in the secondary market.  The Bank also originates commercial business loans and other consumer loans.

Critical Accounting Policies and Estimates

The Company has identified several accounting policies that as a result of judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company’s Consolidated Financial Statements. Critical accounting policies and estimates are discussed in the Company’s 2015 Form 10-K under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Policies and Estimates.” That discussion highlights estimates the Company makes that involve uncertainty or potential for substantial change. There have been no material changes in the Company’s critical accounting policies and estimates as previously disclosed in the Company’s 2015 Form 10-K.

Comparison of Financial Condition at December 31, 2015 and September 30, 2015

The Company’s total assets increased by $21.56 million, or 2.6%, to $837.38 million at December 31, 2015 from $815.82 million at September 30, 2015.  The increase in total assets was primarily due to increases in net loans receivable, CDs held for investment and in cash and cash equivalents. The increase in total assets was funded primarily by an increase in total deposits.

Net loans receivable increased by $18.52 million, or 3.0%, to $625.85 million at December 31, 2015 from $607.33 million at September 30, 2015.  The increase was primarily due to increases in commercial business loans, construction and land development loans, commercial real estate loans and consumer loans. These increases to net loans receivable were partially offset by decreases in multi-family loans and one- to four-family loans.

Total deposits increased by $18.86 million, or 2.8%, to $697.77 million at December 31, 2015 from $678.91 million at September 30, 2015. The increase was primarily a result of increases in money market account and N.O.W. account balances, which were partially offset by a decrease in certificates of deposit account balances.
 
Shareholders’ equity increased by $1.86 million, or 2.1%, to $91.05 million at December 31, 2015 from $89.19 million at September 30, 2015.  The increase in shareholders' equity was primarily due to net income for the three months ended December 31, 2015, which was partially offset by the payment of dividends to common shareholders.

A more detailed explanation of the changes in significant balance sheet categories follows:

Cash and Cash Equivalents and CDs Held for Investment: Cash and cash equivalents and CDs held for investment increased by $3.57 million, or 2.5%, to $144.47 million at December 31, 2015 from $140.90 million at September 30, 2015.  The increase was primarily due to a $1.31 million, or 1.4%, increase in cash and cash equivalents and a $2.25 million, or 4.6%, increase in CDs held for investment.


36


Investment Securities:  Investment securities decreased by $119,000, or 1.3%, to $9.19 million at December 31, 2015 from $9.31 million at September 30, 2015, primarily due to scheduled amortization and prepayments. For additional information on investment securities, see Note 2 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”

FHLB Stock: FHLB stock remained unchanged at $2.70 million at December 31, 2015.

Loans: Net loans receivable increased by $18.52 million, or 3.0%, to $625.85 million at December 31, 2015 from $607.33 million at September 30, 2015.  The increase in the portfolio was primarily a result of a $7.12 million increase in commercial business loans, a $5.92 million increase in construction and land development loans (primarily one- to four-family custom and owner/builder projects and commercial construction projects), a $4.38 million increase in commercial real estate loans and a $1.62 million increase in consumer loans. In addition, there was a $5.86 million decrease in the undisbursed portion of construction loans in process. These increases in net loans receivable were partially offset by a $4.34 million decrease in multi-family loans, a $1.20 million decrease in one- to four-family loans and an $882,000 decrease in land loans.
 
Loan originations increased $3.67 million, or 7.3%, to $53.76 million for the three months ended December 31, 2015 from $50.09 million for the three months ended December 31, 2014.  The Company continued to sell longer-term fixed rate one- to four-family mortgage loans for asset liability management purposes and to generate non-interest income.  Sales of fixed rate one- to four-family mortgage loans increased $4.46 million, or 54.7%, to $12.62 million for the three months ended December 31, 2015 compared to $8.16 million for the three months ended December 31, 2014 as more one- to four-family construction loans were completed, converted to permanent financing and then sold in the secondary market.

For additional information, see Note 4 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”

Premises and Equipment:  Premises and equipment decreased by $265,000, or 1.6%, to $16.59 million at December 31, 2015 from $16.85 million at September 30, 2015.  The decrease was primarily due to normal depreciation.

OREO (Other Real Estate Owned): OREO and other repossessed assets decreased by $187,000, or 2.4%, to $7.67 million at December 31, 2015 from $7.85 million at September 30, 2015. The decrease was primarily due to the disposition of three OREO properties.  At December 31, 2015, total OREO and other repossessed assets consisted of 31 individual properties and one other repossessed asset.  The properties consisted of 18 land parcels totaling $3.39 million, three commercial real estate properties totaling $1.45 million, 10 single-family homes totaling $2.76 million and one mobile home with a book value of $67,000.  

Goodwill and CDI:  The recorded amount of goodwill of $5.65 million at December 31, 2015 was unchanged from September 30, 2015.  

Deposits: Deposits increased by $18.86 million, or 2.8%, to $697.77 million at December 31, 2015 from $678.91 million at September 30, 2015.  The increase was primarily a result of a $13.73 million increase in money market accounts, a $5.38 million increase in N.O.W. checking accounts, an $891,000 increase in non-interest bearing accounts and a $160,000 increase in savings accounts. These increases were partially offset by a $1.30 million decrease in certificates of deposit accounts.

FHLB Advances: The Company has short- and long-term borrowing lines with the FHLB with total credit available on the lines equal to 35% of the Bank’s total assets, limited by available collateral. Borrowings are considered short-term when the original maturity is less than one year. At December 31, 2015, FHLB advances and other borrowings consisted of long-term FHLB advances with scheduled maturities at various dates in fiscal 2017, which bear interest at rates ranging from 3.69% to 4.34%. A portion of these advances may be called by the FHLB at a date earlier than the scheduled maturity date. FHLB advances remained unchanged at $45.00 million at December 31, 2015 and September 30, 2015.

Shareholders’ Equity:  Total shareholders’ equity increased by $1.86 million, or 2.1%, to $91.05 million at December 31, 2015 from $89.19 million at September 30, 2015.  The increase was primarily due to net income of $2.53 million for the three months ended December 31, 2015, which was partially offset by the payment of $838,000 in dividends on the Company's common stock.

During the three months ended December 31, 2015, the Company did not repurchase any shares of its common stock. At December 31, 2015, there were 287,893 shares remaining to be repurchased on the Company's existing stock repurchase plan. For additional information, see Item 2 of Part II of this Form 10-Q.
 

37


 
Comparison of Operating Results for the Three Months Ended December 31, 2015 and 2014

Net income increased $801,000, or 46.4%, to $2.53 million for the quarter ended December 31, 2015 from $1.73 million for the quarter ended December 31, 2014. Net income per diluted common share increased $0.12, or 50.0%, to $0.36 for the quarter ended December 31, 2015 from $0.24 for the quarter ended December 31, 2014. The increase in net income was primarily due to increases in net interest income and non-interest income, which were partially offset by an increase in non-interest expense.

A more detailed explanation of the income statement categories is presented below.

Net Interest Income: Net interest income increased by $1.01 million, or 15.0%, to $7.71 million for the quarter ended December 31, 2015 from $6.70 million for the quarter ended December 31, 2014.  The net interest margin increased to 4.00% for the quarter ended December 31, 2015 from 3.88% for the quarter ended December 31, 2014, primarily due to an increase in the amount of non-accrual interest collected. The collection of non-accrual interest increased net interest margin by approximately 25 basis points for the quarter ended December 31, 2015 and increased the net interest margin by approximately seven basis points for the quarter ended December 31, 2014.

Total interest and dividend income increased by $1.01 million, or 13.1%, to $8.69 million for the quarter ended December 31, 2015 from $7.69 million for the quarter ended December 31, 2014, primarily due to $79.75 million increase in the average balance of total interest-bearing assets to $771.16 million from $691.41 million and a $350,000 increase in the amount of non-accrual interest collected. During the quarter ended December 31, 2015, a total of $475,000 of non-accrual interest was collected related to the payoff of three non-accrual loans compared to a total of $125,000 collected during the quarter ended December 31, 2014. Total interest expense decreased by $2,000, or 0.2%, to $981,000 for the quarter ended December 31, 2015 from $983,000 for the quarter ended December 31, 2014 as the average rate paid on interest-bearing liabilities decreased to 0.66% for the quarter ended December 31, 2015 from 0.70% for the quarter ended December 31, 2014, and the average balance of interest-bearing liabilities increased by $38.78 million.  



38


Average Balances, Interest and Average Yields/Cost
The following tables set forth, for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-bearing assets and interest expense on average interest-bearing liabilities and average yields and costs. Such yields and costs for the periods indicated are derived by dividing income or expense by the average daily balance of assets or liabilities, respectively, for the periods presented. (Dollars in thousands)

 
Three Months Ended December 31,
 
2015
 
2014
 
Average
Balance
 
Interest and
Dividends
 
Yield/
Cost
 
Average
Balance
 
Interest and
Dividends
 
Yield/
Cost
Interest-bearing assets: (1)
 
 
 
 
 
 
 
 
 
 
 
Loans receivable (2)
$
625,558

 
$
8,429

 
5.16
%
 
$
581,820

 
$
7,509

 
5.16
%
Investment securities (2)
8,288

 
69

 
3.34

 
7,071

 
65

 
3.68

Dividends from mutual funds and FHLB stock
3,667

 
22

 
2.40

 
6,195

 
7

 
0.45

Interest-bearing deposits
133,643

 
171

 
0.51

 
96,326

 
105

 
0.43

Total interest-bearing assets
771,156

 
8,691

 
4.51

 
691,412

 
7,686

 
4.45

Non-interest-bearing assets
58,204

 
 

 
 

 
59,922

 
 

 
 

     Total assets
$
829,360

 
 

 
 

 
$
751,334

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 

 
 

 
 

 
 

 
 

 
 

Savings accounts
$
110,356

 
15

 
0.05

 
$
96,653

 
12

 
0.05

Money market accounts
104,377

 
80

 
0.30

 
90,263

 
62

 
0.27

N.O.W. checking accounts
179,611

 
113

 
0.25

 
159,498

 
111

 
0.28

Certificates of deposit
153,866

 
296

 
0.76

 
163,016

 
324

 
0.79

Long-term borrowings (3)
45,000

 
477

 
4.21

 
45,000

 
474

 
4.18

Total interest-bearing liabilities
593,210

 
981

 
0.66

 
554,430

 
983

 
0.70

Non-interest-bearing deposits
142,518

 
 
 
 
 
110,976

 
 
 
 
Other liabilities
3,788

 
 

 
 

 
2,629

 
 

 
 

Total liabilities
739,516

 
 

 
 

 
668,035

 
 

 
 

Shareholders' equity
89,844

 
 

 
 

 
83,299

 
 

 
 

Total liabilities and
 
 
 

 
 

 
 
 
 

 
 

shareholders' equity
$
829,360

 
 
 
 
 
$
751,334

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
$
7,710

 
 
 
 

 
$
6,703

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Interest rate spread
 
 
 
 
3.85
%
 
 

 
 

 
3.75
%
Net interest margin (4)
 
 
 
 
4.00
%
 
 

 
 

 
3.88
%
Ratio of average interest-bearing
   assets to average interest-bearing
   liabilities
 
 
 
 
130.00
%
 
 

 
 

 
124.71
%
 
 
 
 
 
 
 
 
 
 
 
 
_______________
(1)
Does not include interest on loans on non-accrual status. Includes loans originated for sale. Amortized net deferred loan fees, late fees, extension fees and prepayment penalties are included with interest and dividends.
(2)
Average balances include loans and investment securities on non-accrual status.
(3)
Includes FHLB advances with original maturities of one year or greater.
(4)
Net interest income divided by total average interest-bearing assets, annualized.

39


Rate Volume Analysis
The following table sets forth the effects of changing rates and volumes on the net interest income of the Company.   Information is provided with respect to the (i) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate), (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) the net change (sum of the prior columns).  Changes in rate/volume have been allocated to rate and volume variances based on the absolute values of each. (in thousands)

 
Three months ended December 31, 2015
compared to three months
ended December 31, 2014
increase (decrease) due to
 
Rate
 
Volume
 
Net
Change
Interest-bearing assets:
 
 
 
 
 
Loans receivable (1)
$
340

 
$
580

 
$
920

Investment securities
(6
)
 
10

 
4

  Dividends from mutual funds and FHLB stock
19

 
(4
)
 
15

  Interest-bearing deposits
20

 
46

 
66

Total net increase in income on interest-bearing assets
373

 
632

 
1,005

 
 
 
 
 
 
Interest-bearing liabilities:
 

 
 

 
 

Savings accounts
1

 
2

 
3

N.O.W. checking accounts
(11
)
 
13

 
2

Money market accounts
7

 
11

 
18

Certificates of deposit accounts
(10
)
 
(18
)
 
(28
)
   Long term FHLB borrowings
3

 

 
3

Total net increase (decrease) in expense on interest-bearing liabilities
(10
)
 
8

 
(2
)
 
 
 
 
 
 
Net increase in net interest income
$
382

 
$
625

 
$
1,007

(1) Includes loans originated for sale.

Allowance for Loan Losses:  There was no provision for loan losses for the quarters ended December 31, 2015 and 2014, as improved credit quality measures have been sufficient to cover reserves for loan growth, as well as changes in the mix of loans. The non-performing assets to total assets ratio improved to 1.63% at December 31, 2015 from 2.68% one year ago. Non-accrual loans decreased 20% to $4.8 million at December 31, 2015, from $6.0 million at September 30, 2015 and decreased 55% from $10.8 million at December 31, 2014. Total delinquent loans (past due 30 days or more) and non-accrual loans decreased 24% to $5.5 million at December 31, 2015, from $7.2 million at September 30, 2015 and decreased 57% from $12.8 million one year ago.  There were net charge-offs for the quarter ended December 31, 2015 of $35,000 compared to net charge-offs of $105,000 for the quarter ended December 31, 2014.

The Company has established a comprehensive methodology for determining the allowance for loan losses.  On a quarterly basis the Company performs an analysis that considers pertinent factors underlying the quality of the loan portfolio.  The factors include changes in the amount and composition of the loan portfolio, historical loss experience for various loan segments, changes in economic conditions, delinquency rates, a detailed analysis of impaired loans, and other factors to determine an appropriate level of allowance for loan losses.  Based on its comprehensive analysis, management believes the allowance for loan losses of $9.89 million at December 31, 2015 (1.56% of loans receivable and loans held for sale and 193% of non-performing loans) was adequate to provide for probable losses inherent in the loan portfolio based on an evaluation of known and inherent risks in the loan portfolio at that date.  Impaired loans are subjected to an impairment analysis to determine an appropriate reserve amount to be allocated to each loan.  The aggregate principal impairment reserve amount determined at

40


December 31, 2015 was$833,000 compared to $2.59 million at December 31, 2014.  The allowance for loan losses was $10.75 million (1.90% of loans receivable and loans held for sale and 75% of non-performing loans) at December 31, 2014.

While management believes the estimates and assumptions used in its determination of the adequacy of the allowance are reasonable, there can be no assurance that such estimates and assumptions will not be proved incorrect in the future, or that the actual amount of future provisions will not exceed the amount of past provisions or that any increased provisions that may be required will not adversely impact the Company’s consolidated financial condition and results of operations.  In addition, the determination of the amount of the Company’s allowance for loan losses is subject to review by bank regulators as part of the routine examination process, which may result in the establishment of additional reserves based upon their analysis of information available to them at the time of their examination. Any material increase in the allowance for loan losses would adversely affect the Company’s consolidated financial condition and results of operations.  For additional information, see Note 4 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”

Non-interest Income: Total non-interest income increased by $395,000, or 18.6%, to $2.52 million for the quarter ended December 31, 2015 from $2.12 million for the quarter ended December 31, 2014. The increase in non-interest income was primarily due to a $158,000 increase in gain on sales of loans, a $92,000 increase in servicing income on loans sold, an $87,000 increase in services charges on deposits and a $70,000 increase in ATM and debit card interchange transaction fees. The increase in gain on sale of loans was primarily due to an increase in the dollar volume of fixed-rate one-to four-family loans sold during the current quarter. The increase in service charges on deposits was primarily due to increased service charges related to commercial business accounts. The increase in servicing income on loans sold was primarily due to a decrease in the amortization of mortgage servicing rights, which offsets the servicing income received. The increase in ATM and debit card interchange transaction fees was primarily due to an increase in debit card transactions.
  
Non-interest Expense:  Total non-interest expense increased by $205,000, or 3.3%, to $6.48 million for the quarter ended December 31, 2015 from $6.27 million for the quarter ended December 31, 2014.  The increased expenses were primarily due to a $168,000 increase in OREO and other repossessed assets expense, a $75,000 increase salaries and employee benefit expense and smaller increases in several other categories. These increases were partially offset by decreases in FDIC insurance expense and professional fees. The increase in OREO and other repossessed assets expense was primarily due to fair value write-downs on several properties. The increase in salaries and employee benefits was primarily due to annual salary adjustments and the hiring of additional lending personnel. The decrease in FDIC insurance expense was primarily due to a decrease in the Bank's assessment rates. The decrease in the professional fees was primarily due to the recovery of legal fees associated with several non-accrual loans that were paid off during the quarter.

Provision for Federal Income Taxes: The provision for federal income taxes increased by $396,000, or 48.0%, to $1.22 million for the quarter ended December 31, 2015 from $825,000 for the quarter ended December 31, 2014, primarily as a result of increased income before federal income taxes. The Company's effective tax rate was 32.57% for the quarter ended December 31, 2015 and 32.33% for the quarter ended December 31, 2014.

Liquidity
The Company’s primary sources of funds are customer deposits, proceeds from principal and interest payments on loans and investment securities, proceeds from the sale of loans, proceeds from maturing securities and maturing CDs held for investment, FHLB advances, and other borrowings.  While maturities and the scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

Liquidity management is both a short and long-term responsibility of the Bank’s management.  The Bank adjusts its investments in liquid assets based upon management’s assessment of (i) expected loan demand, (ii) projected loan sales, (iii) expected deposit flows, and (iv) yields available on interest-bearing deposits.  Excess liquidity is invested generally in interest-bearing overnight deposits and other short-term investments.

The Bank generally maintains sufficient cash and short-term investments to meet short-term liquidity needs.  At December 31, 2015, the Bank’s regulatory liquidity ratio (net cash, and short-term and marketable assets, as a percentage of net deposits and short-term liabilities) was 20.57%.

The Company’s total cash and cash equivalents, CDs held for investment and investment securities increased by $3.44 million, or 2.29%, to $153.65 million at December 31, 2015 from $150.21 million at September 30, 2015. If the Bank requires funds that exceed its ability to generate them internally, it has additional borrowing capacity with the FHLB, the Federal Reserve Bank of San Francisco ("FRB") and Pacific Coast Bankers' Bank ("PCBB"). At December 31, 2015, the Bank maintained an uncommitted credit facility with the FHLB that provided for immediately available advances up to an aggregate amount equal

41


to 35% of total assets, limited by available collateral. The Bank also has a Letter of Credit ("LOC") of up to $18.00 million with the FHLB for the purpose of collateralizing Washington State public deposits. Any amount pledged for public deposit under the LOC reduces the Bank's available borrowing amount under the FHLB advance agreement. At December 31, 2015, the Bank had $45.00 million in advances outstanding and $18.00 million pledged under the LOC, which left $205.56 million available for additional borrowings.  The Bank maintains a short-term borrowing line with the FRB with available total credit based on eligible collateral.  At December 31, 2015, the Bank had $42.81 million available for borrowings with the FRB and there was no outstanding balance on this borrowing line. The Bank also maintains a $10.00 million overnight borrowing line with PCBB. At December 31, 2015, the Bank did not have an outstanding balance on this borrowing line.

The Bank’s primary investing activity is the origination of one- to four-family mortgage loans, commercial mortgage loans, construction loans, consumer loans, and commercial business loans.  At December 31, 2015, the Bank had loan commitments totaling $60.76 million and undisbursed construction loans in process totaling $47.60 million.  The Bank anticipates that it will have sufficient funds available to meet current loan commitments.  CDs that are scheduled to mature in less than one year from December 31, 2015 totaled $91.93 million.  Historically, the Bank has been able to retain a significant amount of its non-brokered CDs as they mature.  At December 31, 2015, the Bank had $3.20 million in brokered CDs.

Capital Resources

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.

Effective January 1, 2015 (with some changes transitioned into full effectiveness over two to four years), the Bank became subject to new capital adequacy requirements. The capital adequacy requirements are quantitative measures established by regulation that require the Bank to maintain minimum amounts and ratios of capital. The new capital requirements adopted by the FDIC created a new required ratio for common equity Tier 1 ("CET1") capital, increased the leverage and Tier 1 capital ratios, changed the risk-weightings of certain assets for purposes of the risk-based capital ratios, created an additional capital conservation buffer over the required capital ratios and changed what qualifies as capital for purpose of meeting these various capital requirements. 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 Bank is required to maintain additional levels of Tier 1 common equity over the minimum risk-based capital levels before it may pay dividends, repurchase shares or pay discretionary bonuses.

The new minimum requirements include a ratio of CET1 capital to total risk-weighted assets (the "CET1 risk-based ratio") of 4.5%, a ratio of Tier 1 capital to total risk-weighted assets of 6.0%, a ratio of total capital to total risk-weighted assets of 8.0% and a Tier 1 leverage ratio (the ratio of Tier 1 capital to average total consolidated assets) of 4.0%. In addition to the minimum CET1, Tier 1 and total capital ratios, the Bank will have to maintain a capital conservation buffer consisting of additional CET1 capital equal to 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 discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. This new capital conservation buffer requirement is to be phased in beginning in January 2016 at 0.625% of risk-weighted assets and increasing each year until fully implemented in January 2019.

In addition to the capital requirements, there are a number of changes in what constitutes regulatory capital, subject to transition periods. These changes include the phasing-out of certain instruments as qualifying capital. As of September 30, 2015, the Bank did not have any of these instruments. MSRs and deferred tax assets over designated percentages of CET1 capital will be deducted from capital, subject to a four-year transition period. CET1 capital will consist of Tier 1 capital less all capital components that are not considered common equity. In addition, Tier 1 capital will include accumulated other comprehensive income (loss), which includes all unrealized gains and losses on available for sale investment securities, subject to a four-year transition period. Because of the Bank's asset size, it was not considered an advanced approaches banking organization and elected in the first quarter of calendar year 2015 to take the one-time option of deciding to permanently opt-out of the inclusion of unrealized gains and losses on available for sale investment securities in its capital calculations.

The new requirements also include changes in the risk-weighting of assets to better reflect credit risk and other risk exposure. These include a 150% risk weight (up from 100%) for certain high volatility commercial real estate acquisition, development and construction loans and for non-residential mortgage loans that are 90 days or more past due or otherwise on non-accrual status; a 20% (up from 0%) credit conversion factor for the unused portion of a commitment with an original maturity of one

42


year or less that is not unconditionally cancellable; and a 250% risk weight (up from 100%) for MSRs and deferred tax assets that are not deducted from capital.

Under the new standards, in order to be considered well-capitalized, the Bank must have a CET1 risk-based ratio of 6.5% (new), a ratio of Tier 1 capital to total risk-weighted assets of 8.0% (increased from 6.0%), a ratio of total capital to total risk-weighted assets of 10.0% (unchanged) and a Tier 1 leverage capital ratio of 5.0% (unchanged). At December 31, 2015, the Bank exceeded all regulatory capital requirements. The Bank was categorized as "well capitalized" at December 31, 2015 under the regulations of the FDIC.

The following table compares the Bank’s actual capital amounts at December 31, 2015 to its minimum regulatory capital requirements at that date (dollars in thousands):
 
 
 
 
 
Actual
 
 
Regulatory
Minimum To
Be “Adequately
Capitalized”
 
To Be “Well Capitalized”
Under Prompt
Corrective Action
Provisions
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
 
 
 
 
 
 
 
 
 
 
 
Leverage Capital Ratio:
 
 
 
 
 
 
 
 
 
 
 
Tier 1 capital

$84,210

 
10.22
%
 

$32,971

 
4.00
%
 

$41,214

 
5.00
%
 
 
 
 
 
 
 
 
 
 
 
 
Risk-based Capital Ratios:
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital
84,210

 
13.45

 
28,166

 
4.50

 
40,684

 
6.50

 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 capital
84,210

 
13.45

 
37,555

 
6.00

 
50,073

 
8.00

 
 
 
 
 
 
 
 
 
 
 
 
Total capital
92,062

 
14.71

 
50,073

 
8.00

 
62,591

 
10.00



Timberland Bancorp, Inc. 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 $1.0 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, Inc. were subject to regulatory guidelines for bank holding companies with $1.0 billion or more in assets, at December 31, 2015, Timberland Bancorp, Inc. would have exceeded all regulatory requirements.


43


The following table presents the regulatory capital ratios for Timberland Bancorp, Inc. as of December 31, 2015 (dollars in thousands):
 
Actual
 
Amount
 
Ratio
 
 
 
 
Leverage Capital Ratio:
 
 
 
Tier 1 capital

$87,112

 
10.56
%
 
 
 
 
Risk-based Capital Ratios:
 
 
 
Common equity tier 1 capital
87,112

 
13.91

 
 
 
 
Tier 1 capital
87,112

 
13.91

 

 

Total capital
94,966

 
15.17




Key Financial Ratios and Data
(Dollars in thousands, except per share data)

 
Three Months Ended
December 31,
 
2015

 
2014

PERFORMANCE RATIOS:
 
 
 
Return on average assets (1)
1.22
%
 
0.92
%
Return on average equity (1)
11.26
%
 
8.29
%
Net interest margin (1)
4.00
%
 
3.88
%
Efficiency ratio
63.35
%
 
71.09
%


 
At
December 31, 2015

 
At
September 30, 2015

 
At
December 31, 2014

BOOK VALUES:
 
 
 
 
 
Book value per common share

$13.02

 

$12.76

 

$11.95

Tangible book value per common share (2)
12.21

 
11.95

 
11.15

______________________
(1)
Annualized
(2)
Calculation subtracts goodwill and core deposit intangible from the equity component.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
There were no material changes in information concerning market risk from the information provided in the Company’s Form 10-K for the fiscal year ended September 30, 2015.

Item 4.  Controls and Procedures
(a)
Evaluation of Disclosure Controls and Procedures:  An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s senior management as of the end of the period covered by this report.  The Company’s Chief Executive Officer and Chief Financial Officer concluded that as of December 31,

44


2015 the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
 
(b)
Changes in Internal Controls:  There have been no changes in our internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that occurred during the quarter ended December 31, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  The Company continued, however, to implement suggestions from its internal auditor and independent auditors to strengthen existing controls.  The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud.  A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met.  Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns in controls or procedures can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any control procedure is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; as over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

PART II.   OTHER INFORMATION
Item 1.       Legal Proceedings
Neither the Company nor the Bank is a party to any material legal proceedings at this time.  From time to time,
the Bank is involved in various claims and legal actions arising in the ordinary course of business.

Item 1A.    Risk Factors
There have been no material changes in the Risk Factors previously disclosed in Item 1A of the Company’s
2015 Form 10-K.

Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds
    
Stock Repurchases

The following table sets forth the shares repurchased by the Company during quarter ended December 31, 2015:
Period
 
Total No. of Shares Repurchased
 
Average Price Paid Per Share
 
Total No. of Shares Purchased as Part of Publicly Announced Plan
 
Maximum No. of Shares that May Yet Be Purchased Under the Plan (1)
10/1/2015 - 10/31/2015
 

 
$

 

 
287,893

11/1/2015 - 11/30/2015
 

 

 

 
287,893

12/1/2015 - 12/31/2015
 

 

 

 
287,893

Total
 

 
$

 

 
287,893


(1) On July 28, 2015 the Company announced a plan to repurchase 352,681 shares of the Company's common stock. As of December 31, 2015, a total of 64,788 shares had been repurchased at an average price of $10.94 per share. All shares were repurchased through open market broker transactions and no shares were directly repurchased from directors or officers of the Company.

45



Item 3.      Defaults Upon Senior Securities
Not applicable.

Item 4.     Mine Safety Disclosures
Not applicable.

Item 5.     Other Information
None to be reported.

Item 6.         Exhibits

(a)   Exhibits
 
3.1
Articles of Incorporation of the Registrant (1) 
 
3.3
Amended and Restated Bylaws of the Registrant (3) 
 
4.1
Warrant to purchase shares of Company’s common stock dated December 23, 2008 (2) 
 
4.2
Letter Agreement (including Securities Purchase Agreement Standard Terms attached as Exhibit A) dated December 23, 2008 between the Company and the United States Department of the Treasury (2)
 
10.1
Employee Severance Compensation Plan, as revised (4) 
 
10.2
Employee Stock Ownership Plan (4) 
 
10.3
1999 Stock Option Plan (5) 
 
10.4
Management Recognition and Development Plan (5) 
 
10.5
2003 Stock Option Plan (6) 
 
10.6
Form of Incentive Stock Option Agreement (7) 
 
10.7
Form of Non-qualified Stock Option Agreement (7) 
 
10.8
Form of Management Recognition and Development Award Agreement (7) 
 
10.9
Employment Agreement with Michael R. Sand (8)
 
10.10
Employment Agreement with Dean J. Brydon (8)
 
10.11
Timberland Bancorp, Inc. 2014 Equity Incentive Plan (9)
 
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes OxleyAct
 
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act
 
32
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act
 
101
The following materials from Timberland Bancorp Inc's Quarterly Report 10-Q for the quarter ended December 31, 2015, formatted on Extensible Business Reporting Language (XBRL) (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Shareholders' Equity; (e) Consolidated Statements of Cash Flows; and (f) Notes to Unaudited Consolidated Financial Statements

_________________
(1)
Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (333- 35817).
(2)
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 23, 2008.
(3)
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 29, 2010.
(4)
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1997; and to the Registrant’s Current Report on Form 8-K dated April 13, 2007.
(5)
Incorporated by reference to the Registrant’s 1999 Annual Meeting Proxy Statement dated December 15, 1998.
(6)
Incorporated by reference to the Registrant’s 2004 Annual Meeting Proxy Statement dated December 24, 2003.
(7)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2005.
(8)
Incorporated by reference to the Registrant's Current Report on Form 8-K filed on March 29, 2013.
(9)
Attached as Appendix A to the Registrant's Annual Meeting Proxy Statement filed on December 19, 2014.

46


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

 
 
Timberland Bancorp, Inc. 
 
 
 
 
Date: February 9, 2016
By:  /s/ Michael R. Sand                                   
 
Michael R. Sand 
 
Chief Executive Officer 
 
(Principal Executive Officer) 
 
 
 
 
Date: February 9, 2016
By:  /s/ Dean J. Brydon                                    
 
Dean J. Brydon 
 
Chief Financial Officer
 
(Principal Financial Officer)

47


EXHIBIT INDEX
 

 
Exhibit No. 
Description of Exhibit 
 
 
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act 
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act 
32
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act 
101
The following materials from Timberland Bancorp Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015, formatted on Extensible Business Reporting Language (XBRL) (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Shareholders’ Equity; (e) Consolidated Statements of Cash Flows; and (f) Notes to Unaudited Consolidated Financial Statements*


* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under those sections.


48