TSBK Q4 2017 10-Q

Timberland Bancorp Inc (TSBK) SEC Quarterly Report (10-Q) for Q1 2018

TSBK Q2 2018 10-Q
TSBK Q4 2017 10-Q TSBK Q2 2018 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 March 31, 2018


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 000-23333


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, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐ Accelerated filer ☒    Non-accelerated filer ☐ Smaller reporting company ☐   Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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 MAY 1, 2018

Common stock, $.01 par value

7,392,827



INDEX


PART I. 

FINANCIAL INFORMATION 

Page

Item 1.

Financial Statements (unaudited) 

Consolidated Balance Sheets 

3

Consolidated Statements of Income 

5

Consolidated Statements of Comprehensive Income 

7

Consolidated Statements of Shareholders' Equity 

8

Consolidated Statements of Cash Flows 

9

Notes to Unaudited Consolidated Financial Statements 

11

Item 2.  

Management's Discussion and Analysis of Financial Condition and Results of Operations

37

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk  

49

Item 4. 

Controls and Procedures 

49

PART II.

OTHER INFORMATION 

Item 1.

Legal Proceedings 

49

Item 1A.

Risk Factors 

49

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

49

Item 3.

Defaults Upon Senior Securities

50

Item 4.

Mine Safety Disclosures 

50

Item 5 .     

Other Information

50

Item 6.

Exhibits

50

SIGNATURES

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

March 31, 2018 and September 30, 2017

(Dollars in thousands, except per share amounts)

March 31,
2018


September 30,
2017


(Unaudited)

*


Assets

Cash and cash equivalents:

Cash and due from financial institutions

$

15,508


$

17,447


Interest-bearing deposits in banks

153,897


130,741


Total cash and cash equivalents

169,405


148,188


Certificates of deposit ("CDs") held for investment (at cost, which

     approximates fair value)

52,938


43,034


Investment securities held to maturity, at amortized cost

     (estimated fair value $8,553 and $7,744)

8,070


7,139


Investment securities available for sale, at fair value

1,193


1,241


Federal Home Loan Bank of Des Moines ("FHLB") stock

1,107


1,107


Other investments, at cost

3,000


3,000


Loans held for sale

3,981


3,599


Loans receivable, net of allowance for loan losses of $9,544 and $9,553

708,568


690,364


Premises and equipment, net

18,053


18,418


Other real estate owned ("OREO") and other repossessed assets, net

2,221


3,301


Accrued interest receivable

2,655


2,520


Bank owned life insurance ("BOLI")

19,539


19,266


Goodwill

5,650


5,650


Mortgage servicing rights ("MSRs"), net

1,910


1,825


Other assets

2,911


3,372


Total assets

$

1,001,201


$

952,024


Liabilities and shareholders' equity



Liabilities



Deposits:

     Non-interest-bearing demand

$

222,302


$

205,952


     Interest-bearing

658,109


631,946


Total deposits

880,411


837,898


Other liabilities and accrued expenses

2,947


3,126


Total liabilities

883,358


841,024


* Derived from audited consolidated financial statements.


See notes to unaudited consolidated financial statements


3


TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS (continued)

March 31, 2018 and September 30, 2017

(Dollars in thousands, except per share amounts)

March 31,
2018


September 30,
2017


(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;

7,390,227 shares issued and outstanding - March 31, 2018 7,361,077 shares issued and outstanding - September 30, 2017

13,891


13,286


Unearned shares issued to Employee Stock Ownership Plan ("ESOP")

(265

)

(397

)

Retained earnings

104,349


98,235


Accumulated other comprehensive loss

(132

)

(124

)

Total shareholders' equity

117,843


111,000


Total liabilities and shareholders' equity

$

1,001,201


$

952,024


* 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 and six months ended March 31, 2018 and 2017

(Dollars in thousands, except per share amounts)

(Unaudited)


Three Months Ended 
 March 31,

Six Months Ended 
 March 31,

2018


2017


2018


2017


Interest and dividend income

Loans receivable and loans held for sale

$

9,484


$

8,840


$

18,812


$

17,628


Investment securities

39


68


96


138


Dividends from mutual funds, FHLB stock and other investments

26


12


52


37


Interest-bearing deposits in banks and CDs

741


379


1,364


660


Total interest and dividend income

10,290


9,299


20,324


18,463


Interest expense

Deposits

666


545


1,266


1,088


FHLB borrowings

-


302


-


610


Total interest expense

666


847


1,266


1,698


Net interest income

9,624


8,452


19,058


16,765


Recapture of loan losses

-


(250

)

-


(250

)

Net interest income after recapture of loan losses

9,624


8,702


19,058


17,015


Non-interest income

Recoveries (other than temporary impairment "OTTI") on investment securities

14


-


41


-


Adjustment for portion of OTTI transferred from other comprehensive income before income taxes

-


-


(5

)

-


Net recoveries on investment securities

14


-


36


-


Service charges on deposits

1,132


1,090


2,310


2,195


ATM and debit card interchange transaction fees

883


793


1,727


1,593


BOLI net earnings

137


136


273


273


Gain on sales of loans, net

470


406


992


1,095


Escrow fees

52


64


112


140


Servicing income on loans sold

117


99


233


196


Other, net

277


263


536


576


Total non-interest income, net

3,082


2,851


6,219


6,068




See notes to unaudited consolidated financial statements


5


TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (continued)

For the three and six months ended March 31, 2018 and 2017

(Dollars in thousands, except per share amounts)

(Unaudited)

Three Months Ended 
 March 31,

Six Months Ended 
 March 31,

2018


2017


2018


2017


Non-interest expense

Salaries and employee benefits

$

4,001


$

3,755


$

7,950


$

7,435


Premises and equipment

799


776


1,567


1,531


Gain on sales of premises and equipment, net

(113

)

-


(113

)

-


Advertising

176


167


386


329


OREO and other repossessed assets, net

91


(12

)

204


18


ATM and debit card interchange transaction fees

318


350


648


662


Postage and courier

131


120


237


214


State and local taxes

168


152


329


308


Professional fees

243


199


460


399


Federal Deposit Insurance Corporation ("FDIC") insurance

75


107


141


221


Loan administration and foreclosure

92


(1

)

171


93


Data processing and telecommunications

495


464


962


914


Deposit operations

252


240


530


549


Other

493


540


925


995


Total non-interest expense

7,221


6,857


14,397


13,668


Income before income taxes

5,485


4,696


10,880


9,415


Provision for income taxes

1,216


1,568


2,997


3,140


Net income

$

4,269


$

3,128


$

7,883


$

6,275


Net income per common share

Basic

$

0.58


$

0.44


$

1.08


$

0.90


Diluted

$

0.57


$

0.42


$

1.05


$

0.86


Weighted average common shares outstanding

Basic

7,328,127


7,135,083


7,320,243


6,997,420


Diluted

7,512,058


7,379,353


7,510,092


7,306,644


Dividends paid per common share

$

0.13


$

0.11


$

0.24


$

0.20



See notes to unaudited consolidated financial statements


6


TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and six months ended March 31, 2018 and 2017

(Dollars in thousands)

(Unaudited) 

Three Months Ended 
 March 31,

Six Months Ended 
 March 31,

2018


2017


2018


2017


Comprehensive income

Net income

$

4,269


$

3,128


$

7,883


$

6,275


Unrealized holding loss on investment securities available for sale, net of income taxes of ($2), $0, ($4) and ($14), respectively

(18

)

-


(25

)

(27

)

Change in OTTI on investment securities held to maturity, net of income taxes:

Adjustments related to other factors for which OTTI was previously recognized, net of income taxes of $5, $0, ($2) and $0, respectively

15


-


(6

)

-


Amount reclassified to credit loss for previously recorded market loss, net of income taxes of $0, $0, $1 and $0, respectively

-


-


4


-


Accretion of OTTI on investment securities held to maturity, net of income taxes of $2, $6, $6 and $12, respectively

7


11


19


24


Total other comprehensive income (loss), net of income taxes

4


11


(8

)

(3

)

Total comprehensive income

$

4,273


$

3,139


$

7,875



$

6,272





See notes to unaudited consolidated financial statements


7


TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

For the six months ended March 31, 2018 and 2017

(Dollars in thousands, except per share amounts)

(Unaudited)


Common Stock

Unearned

 Shares Issued to ESOP


Accumulated

Other

Compre-

hensive
Loss


Number of Shares

Amount

Retained

Earnings

Total

Balance, September 30, 2016

6,943,868


$

9,961


$

(661

)

$

87,709


$

(175

)

$

96,834


Net income

-


-


-


6,275


-


6,275


Other comprehensive loss

-


-


-


-


(3

)

(3

)

Exercise of stock warrant

370,899


2,496


-


-


-


2,496


Exercise of stock options

30,710


193


-


-


-


193


Common stock dividends ($0.20 per common share)

-


-


-


(1,434

)

-


(1,434

)

Earned ESOP shares, net of income taxes

-


142


132


-


-


274


Stock option compensation expense

-


194


-


-


-


194


Balance, March 31, 2017

7,345,477


12,986


(529

)

92,550


(178

)

104,829


Balance, September 30, 2017

7,361,077


13,286


(397

)

98,235


(124

)

111,000


Net income

-


-


-


7,883


-


7,883


Other comprehensive loss

-


-


-


-


(8

)

(8

)

Exercise of stock options

29,150


234


-


-


-


234


Common stock dividends ($0.24 per common share)

-


-


-


(1,769

)

-


(1,769

)

Earned ESOP shares, net of income taxes

-


284


132


-


-


416


Stock option compensation expense

-


87


-


-


-


87


Balance, March 31, 2018

7,390,227


$

13,891


$

(265

)

$

104,349


$

(132

)

$

117,843


See notes to unaudited consolidated financial statements


8


TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended March 31, 2018 and 2017

(In thousands)

(Unaudited)


Six Months Ended
March 31,

2018


2017


Cash flows from operating activities

Net income

$

7,883


$

6,275


Adjustments to reconcile net income to net cash provided by

   operating activities:



Recapture of loan losses

-


(250

)

Depreciation

621


640


Earned ESOP shares

416


274


Stock option compensation expense

87


194


Net recoveries on investment securities

(36

)

-


Gain on sales of OREO and other repossessed assets, net

(93

)

(53

)

Provision for OREO losses

224


76


Gain on sales of loans, net

(992

)

(1,095

)

Gain on sales of premises and equipment, net

(113

)

-


Loans originated for sale

(30,608

)

(40,304

)

Proceeds from sales of loans

31,218


39,205


Amortization of MSRs

242


248


BOLI net earnings

(273

)

(273

)

Increase in deferred loan origination fees

49


22


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

(209

)

(582

)

Net cash provided by operating activities

8,416


4,377


Cash flows from investing activities



Net increase in CDs held for investment

(9,904

)

66


Proceeds from maturities and prepayments of investment securities held to maturity

266


266


Purchase of investment securities held to maturity

(1,111

)

-


Proceeds from maturities and prepayments of investment securities available for sale

19


30


Purchase of FHLB stock

-


(103

)

Increase in loans receivable, net

(18,416

)

(12,973

)

Additions to premises and equipment

(606

)

(2,494

)

Proceeds from sales of premises and equipment

463


-


Proceeds from sales of OREO and other repossessed assets

1,112


1,357


Net cash used in investing activities

(28,177

)

(13,851

)

S ee notes to unaudited consolidated financial statements


9


TIMBERLAND BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

For the six months ended March 31, 2018 and 2017

(In thousands)

(Unaudited)


Six Months Ended
March 31,

2018


2017


Cash flows from financing activities



Net increase in deposits

$

42,513


$

47,318


Proceeds from exercise of stock options

234


193


Proceeds from exercise of stock warrant

-


2,496


Payment of dividends

(1,769

)

(1,434

)

Net cash provided by financing activities

40,978


48,573




Net increase in cash and cash equivalents

21,217


39,099


Cash and cash equivalents



Beginning of period

148,188


108,941


End of period

$

169,405


$

148,040


Supplemental disclosure of cash flow information



Income taxes paid

$

2,208


$

3,158


Interest paid

1,243


1,691


Supplemental disclosure of non-cash investing activities



Loans transferred to OREO and other repossessed assets

$

163


$

268


Other comprehensive loss related to investment securities

(8

)

(3

)

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, 2017 ("2017 Form 10-K").  The unaudited consolidated results of operations for the six months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the entire fiscal year ending September 30, 2018.


(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 March 31, 2018 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 March 31, 2018 and September 30, 2017 (dollars in thousands):

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Estimated

Fair Value

March 31, 2018

Held to maturity

Mortgage-backed securities ("MBS"):

U.S. government agencies

$

1,547


$

9


$

(18

)

$

1,538


Private label residential

527


568


(2

)

1,093


U.S. Treasury and U.S government agency securities

5,996


-


(74

)

5,922


Total

$

8,070


$

577


$

(94

)

$

8,553


Available for sale





MBS: U.S. government agencies

$

252


$

10


$

-


$

262


Mutual funds

1,000


-


(69

)

931


Total

$

1,252


$

10


$

(69

)

$

1,193


September 30, 2017

Held to maturity





MBS:





U.S. government agencies

$

532


$

11


$

(1

)

$

542


Private label residential

599


596


(2

)

1,193


U.S. Treasury and U.S. government agency securities

6,008


10


(9

)

6,009


Total

$

7,139


$

617


$

(12

)

$

7,744


Available for sale





MBS: U.S. government agencies

$

271


$

18


$

-


$

289


Mutual funds

1,000


-


(48

)

952


Total

$

1,271


$

18


$

(48

)

$

1,241




12


Held to maturity and available for sale investment securities with unrealized losses were as follows for March 31, 2018 (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

$

1,063


$

(18

)

2


$

71


$

-


5


$

1,134


$

(18

)

Private label residential

-


-


-


76


(2

)

10


76


(2

)

U.S. Treasury and U.S. government agency securities

5,922


(74

)

2


-


-


-


5,922


(74

)

Total

$

6,985


$

(92

)

4


$

147


$

(2

)

15


$

7,132


$

(94

)

Available for sale









MBS: U.S. government agency

$

35


$

-


1


$

-


$

-


-


$

35


$

-


Mutual funds

-


-


-


931


(69

)

1


931


(69

)

Total

$

35


$

-


1


$

931


$

(69

)

1


$

966


$

(69

)


Held to maturity and available for sale investment securities with unrealized losses were as follows for September 30, 2017 (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

$

-


$

-


-


$

114


$

(1

)

6


$

114


$

(1

)

Private label residential

-


-


-


85


(2

)

10


85


(2

)

U.S. Treasury and U.S. government agency securities

2,984


(9

)

1


-


-


-


2,984


(9

)

Total

$

2,984


$

(9

)

1


$

199


$

(3

)

16


$

3,183


$

(12

)

Available for sale









Mutual funds

$

-


$

-


-


$

952


$

(48

)

1


$

952


$

(48

)

Total

$

-


$

-


-


$

952


$

(48

)

1


$

952


$

(48

)


The Company has evaluated the investment securities in the above tables 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 March 31, 2018 , 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


The Company bifurcates OTTI into (1) amounts related to credit losses which are recognized through earnings and (2) amounts related to all other factors which are recognized as a component of other comprehensive income (loss). To determine the component of the gross OTTI related to credit losses, the Company compared the amortized cost basis of the OTTI security to the present value of its revised expected cash flows, discounted using its pre-impairment yield.  The revised expected cash flow estimates for individual securities are based primarily on an analysis of default rates, prepayment speeds and third-party analytic reports.  Significant judgment by management is required in this analysis that includes, but is not limited to, assumptions regarding the collectability of principal and interest, net of related expenses, on the underlying loans.  


The following table presents a summary of the significant inputs utilized to measure management's estimates of the credit loss component on OTTI securities as of March 31, 2018 and 2017:

Range

Weighted

Minimum 

Maximum 

Average 

March 31, 2018

Constant prepayment rate

6.00

%

15.00

%

11.01

%

Collateral default rate

-

%

11.85

%

5.04

%

Loss severity rate

-

%

72.00

%

38.32

%

March 31, 2017

Constant prepayment rate

6.00

%

15.00

%

12.25

%

Collateral default rate

0.10

%

13.61

%

5.17

%

Loss severity rate

5.00

%

76.00

%

45.14

%


The following table presents the OTTI recoveries (losses) for the three and six months ended March 31, 2018 and 2017 (dollars in thousands):


Three Months Ended
March 31, 2018

Three Months Ended
March 31, 2017

Held To

Maturity

Available

For Sale

Held To

Maturity

Available

For Sale

Total recoveries

$

14


$

-


$

-


$

-


Adjustment for portion of OTTI transferred from

       other comprehensive income before income taxes (1)

-


-


-


-


Net recoveries recognized in earnings (2)

$

14


$

-


$

-


$

-


Six Months Ended
March 31, 2018

Six Months Ended
March 31, 2017

Held To

Maturity

Available

For Sale

Held To

Maturity

Available

For Sale

Total recoveries

$

41


$

-


$

-


$

-


Adjustment for portion of OTTI transferred from

       other comprehensive income before income taxes (1)

(5

)

-


-


-


Net recoveries recognized in earnings (2)

$

36


$

-


$

-


$

-


_________________

(1) Represents OTTI related to all other factors.

(2) Represents OTTI related to credit losses.


14


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 six months ended March 31, 2018 and 2017 (dollars in thousands):

Six Months Ended March 31,

2018


2017


Beginning balance of credit loss

$

1,301


$

1,505


Additions:



Additional increases to the amount

related to credit loss for which OTTI

was previously recognized

13


-


Subtractions:


Realized losses previously recorded

as credit losses

(41

)

(36

)

Recovery of prior credit loss

(35

)

-


Ending balance of credit loss

$

1,238


$

1,469



During the three months ended March 31, 2018 , the Company recorded a $19,000 net realized loss (as a result of the securities being deemed worthless) on 15 held to maturity investment securities, all of which had been recognized previously as a credit loss. During the six months ended March 31, 2018, the Company recorded a $41,000 net realized loss (as a result of securities being deemed worthless) on 15 held to maturity residential MBS, of which the entire amount had been previously recognized as a credit loss. During the three months ended March 31, 2017 , the Company recorded a $23,000 net realized loss (as a result of the securities being deemed worthless) on 12 held to maturity investment securities, all of which had been recognized previously as a credit loss. During the six months ended March 31, 2017, the Company recorded a $ 36,000 net realized loss (as a result of securities being deemed worthless) on 15 held to maturity residential MBS, of which the entire amount had been previously recognized as a credit loss.


The recorded amount of investment securities pledged as collateral for public fund deposits, federal treasury tax and loan deposits, FHLB collateral and other non-profit organization deposits totaled $7.80 million and $6.82 million at March 31, 2018 and September 30, 2017 , respectively.


The contractual maturities of debt securities at March 31, 2018 were as follows (dollars in thousands).  Expected maturities may differ from scheduled maturities due to the prepayment of principal or call provisions.

Held to Maturity

Available for Sale

Amortized

Cost

Estimated

Fair

Value

Amortized

Cost

Estimated

Fair

Value

Due within one year

$

-


$

-


$

-


$

-


Due after one year to five years

7,071


6,980


-


-


Due after five years to ten years

43


43


-


-


Due after ten years

956


1,530


252


262


Total

$

8,070


$

8,553


$

252


$

262




(3) GOODWILL


Goodwill is initially recorded when the purchase price paid in a business combination exceeds the estimated fair value of the net identified tangible and intangible assets acquired and liabilities assumed.  Goodwill is presumed to have an indefinite useful life and is analyzed annually for impairment.  The Company performs an annual review during the third quarter of each fiscal year, or more frequently if indicators of potential impairment exist, to determine if the recorded goodwill is impaired. For purposes of goodwill impairment testing, the services offered through the Bank and its subsidiary are managed as one strategic unit and represent the Company's only reporting unit.



15


The annual goodwill impairment test begins with a qualitative assessment of whether it is "more likely than not" that the reporting unit's fair value is less than its carrying amount. If an entity concludes that it is not "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it need not perform a two-step impairment test. If the Company's qualitative assessment concluded that it is "more likely than not" that the fair value of its reporting unit is less than its carrying amount, it must perform the two-step impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized, if any. The first step of the goodwill impairment test compares the estimated fair value of the reporting unit with its carrying amount, or the book value, including goodwill. If the estimated fair value of the reporting unit equals or exceeds its book value, goodwill is considered not impaired, and the second step of the impairment test is unnecessary.


The second step, if necessary, measures the amount of goodwill impairment loss to be recognized. The reporting unit must determine fair value for all assets and liabilities, excluding goodwill. The net of the assigned fair value of assets and liabilities is then compared to the book value of the reporting unit, and any excess book value becomes the implied fair value of goodwill. If the carrying amount of the goodwill exceeds the newly calculated implied fair value of goodwill, an impairment loss is recognized in the amount required to write-down the goodwill to the implied fair value.


Management's qualitative assessment takes into consideration macroeconomic conditions, industry and market considerations, cost or margin factors, financial performance and share price. Based on this assessment, the Company determined that it is not "more likely than not" that the Company's fair value is less than its carrying amount and therefore goodwill was determined not to be impaired at May 31, 2017.


A significant amount of judgment is involved in determining if an indicator of goodwill impairment has occurred. Such indicators may include, among others: a significant decline in expected future cash flows; a sustained, significant decline in the Company's stock price and market capitalization; a significant adverse change in legal factors or in the business climate; adverse assessment or action by a regulator; and unanticipated competition. Any change in these indicators could have a significant negative impact on the Company's financial condition, impact the goodwill impairment analysis or cause the Company to perform a goodwill impairment analysis more frequently than once per year.


As of March 31, 2018, management believes that there have been no events or changes in the circumstances since May 31, 2017 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 by portfolio segment consisted of the following at March 31, 2018 and September 30, 2017 (dollars in thousands):

March 31,
2018

September 30,
2017

Amount

Percent

Amount

Percent

Mortgage loans:

One- to four-family (1)

$

112,862


14.1

%

$

118,147


15.1

%

Multi-family

55,157


6.9


58,607


7.5


Commercial

341,845


42.8


328,927


41.9


Construction - custom and owner/builder

119,230


14.9


117,641


15.0


Construction - speculative one- to four-family

10,876


1.4


9,918


1.2


Construction - commercial

25,166


3.1


19,630


2.5


Construction - multi-family

24,812


3.1


21,327


2.7


Construction - land development

2,950


0.4


-


-


Land

20,602


2.6


23,910


3.0


Total mortgage loans

713,500


89.3


698,107


88.9


Consumer loans:





Home equity and second mortgage

38,124


4.8


38,420


4.9


Other

3,646


0.5


3,823


0.5


Total consumer loans

41,770


5.3


42,243


5.4


Commercial business loans (2)

43,465


5.4


44,444


5.7


Total loans receivable

798,735


100.0

%

784,794


100.0

%

Less:





Undisbursed portion of construction 

loans in process

78,108



82,411



Deferred loan origination fees, net

2,515



2,466



Allowance for loan losses

9,544



9,553



90,167


94,430


Loans receivable, net

$

708,568



$

690,364



_____________________________

 (1) Does not include one- to four-family loans held for sale totaling $3,981and $3,515 at March 31, 2018 and September 30, 2017, respectively.

 (2) Does not include commercial business loans held for sale totaling $0 and $84 at March 31, 2018 and September 30, 2017, respectively.

















17






Allowance for Loan Losses

The following tables set forth information for the three and six months ended March 31, 2018 and 2017 regarding activity in the allowance for loan losses by portfolio segment (dollars in thousands):


Three Months Ended March 31, 2018

Beginning

Allowance

Provision for

(Recapture of) Loan Losses

Charge-

offs

Recoveries

Ending

Allowance

Mortgage loans:

One- to four-family

$

1,125


$

(65

)

$

-


$

-


$

1,060


Multi-family

430


(44

)

-


-


386


Commercial

4,093


133


(28

)

-


4,198


Construction – custom and owner/builder

788


(83

)

-


-


705


Construction – speculative one- to four-family

75


21


-


3


99


Construction – commercial

396


49


-


-


445


Construction – multi-family

228


56


-


-


284


Construction - land development

-


48


-


-


48


Land

780


(94

)

-


5


691


Consumer loans:





Home equity and second mortgage

958


(13

)

-


-


945


Other

129


(8

)

(1

)

-


120


Commercial business loans

563


-


-


-


563


Total

$

9,565


$

-


$

(29

)

$

8


$

9,544



Six Months Ended March 31, 2018

Beginning

Allowance

Provision for

(Recapture of) Loan Losses

Charge-

offs

Recoveries

Ending

Allowance

Mortgage loans:

One-to four-family

$

1,082


$

(22

)

$

-


$

-


$

1,060


Multi-family

447


(61

)

-


-


386


Commercial

4,184


42


(28

)

-


4,198


Construction – custom and owner/builder

699


6


-


-


705


Construction – speculative one- to four-family

128


(40

)

-


11


99


Construction – commercial

303


142


-


-


445


Construction – multi-family

173


111


-


-


284


Construction – land development

-


48


-


-


48


Land

918


(236

)

-


9


691


Consumer loans:






Home equity and second mortgage

983


(38

)

-


-


945


Other

121


-


(2

)

1


120


Commercial business loans

515


48


-


-


563


Total

$

9,553


$

-


$

(30

)

$

21


$

9,544




18


Three Months Ended March 31, 2017

Beginning

Allowance

Provision for

(Recapture of) Loan Losses

Charge-

offs

Recoveries

Ending

Allowance

Mortgage loans:

  One- to four-family

$

1,177


$

(51

)

$

-


$

-


$

1,126


  Multi-family

400


80


-


-


480

  Commercial

4,523


(199

)

(8

)

-


4,316

  Construction – custom and owner/builder

636


59


-


-


695

  Construction – speculative one- to four-family

100


(15

)

-


-


85

  Construction – commercial

282


(14

)

-


-


268

Construction – multi-family

385


(289

)

-


-


96


  Land

836


106


-


5


947

Consumer loans:

  Home equity and second mortgage

859


98


-


-


957

  Other

156


(26

)

(1

)

1


130

Commercial business loans

489


1


-


-


490

Total

$

9,843


$

(250

)

$

(9

)

$

6


$

9,590




Six Months Ended March 31, 2017

Beginning

Allowance

Provision for

(Recapture of) Loan Losses

Charge-

offs

Recoveries

Ending

Allowance

Mortgage loans:

  One-to four-family

$

1,239


$

(134

)

$

-


$

21


$

1,126


  Multi-family

473


7


-


-


480

  Commercial

4,384


(55)


(13

)

-


4,316

  Construction – custom and owner/builder

619


76


-


-


695

  Construction – speculative one- to four-family

130


(45)


-


-


85

  Construction – commercial

268


-


-


-


268

Construction – multi-family

316


(220

)

-


-


96


  Land

820


119


(2

)

10


947

Consumer loans:

  Home equity and second mortgage

939


18


-


-


957

  Other

156


(24)


(4

)

2


130

Commercial business loans

482


8


-


-


490

Total

$

9,826


$

(250

)

$

(19

)

$

33


$

9,590




19


The following tables present information on the loans evaluated individually and collectively for impairment in the allowance for loan losses by portfolio segment at March 31, 2018 and September 30, 2017 (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

March 31, 2018

Mortgage loans:

One- to four-family

$

-


$

1,060


$

1,060


$

1,318


$

111,544


$

112,862


Multi-family

-


386


386


-


55,157


55,157


Commercial

-


4,198


4,198


2,578


339,267


341,845


Construction – custom and owner/builder

-


705


705


-


69,073


69,073


Construction – speculative one- to four-family

-


99


99


-


3,968


3,968


Construction – commercial

-


445


445


-


17,788


17,788


Construction –  multi-family

-


284


284


-


12,613


12,613


Construction - land development

-


48


48


-


1,484


1,484


Land

40


651


691


640


19,962


20,602


Consumer loans:






Home equity and second mortgage

293


652


945


479


37,645


38,124


Other

-


120


120




3,646


3,646


Commercial business loans

63


500


563


181


43,284


43,465


Total

$

396


$

9,148


$

9,544


$

5,196


$

715,431


$

720,627


September 30, 2017







Mortgage loans:







One- to four-family

$

-


$

1,082


$

1,082


$

1,443


$

116,704


$

118,147


Multi-family

-


447


447


-


58,607


58,607


Commercial

26


4,158


4,184


3,873


325,054


328,927


Construction – custom and owner/builder

-


699


699


-


63,538


63,538


Construction – speculative one- to four-family

-


128


128


-


4,639


4,639


Construction – commercial

-


303


303


-


11,016


11,016


Construction – multi-family

-


173


173


-


6,912


6,912


Land

125


793


918


1,119


22,791


23,910


Consumer loans:







Home equity and second mortgage

325


658


983


557


37,863


38,420


Other

-


121


121


-


3,823


3,823


Commercial business loans

-


515


515


-


44,444


44,444


Total

$

476


$

9,077


$

9,553


$

6,992


$

695,391


$

702,383




20


The following tables present an analysis of loans by aging category and portfolio segment at March 31, 2018 and September 30, 2017 (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

March 31, 2018

Mortgage loans:

One- to four-family

$

-


$

247


$

801


$

-


$

1,048


$

111,814


$

112,862


Multi-family

-


-


-


-


-


55,157


55,157


Commercial

796


-


370


-


1,166


340,679


341,845


Construction – custom and owner/builder

-


-


-


-


-


69,073


69,073


Construction – speculative one- to four- family

-


-


-


-


-


3,968


3,968


Construction – commercial

-


-


-


-


-


17,788


17,788


Construction – multi-family

-


-


-


-


-


12,613


12,613


Construction – land development

-


-


-


-


-


1,484


1,484


Land

113


-


395


-


508


20,094


20,602


Consumer loans:







Home equity and second mortgage

52


24


185


-


261


37,863


38,124


Other

-


-


-


-


-


3,646


3,646


Commercial business loans

123


-


181


-


304


43,161


43,465


Total

$

1,084


$

271


$

1,932


$

-


$

3,287


$

717,340


$

720,627


September 30, 2017








Mortgage loans:








One- to four-family

$

193


$

-


$

874


$

-


$

1,067


$

117,080


$

118,147


Multi-family

-


-


-


-


-


58,607


58,607


Commercial

-


107


213


-


320


328,607


328,927


   Construction – custom and owner/
       builder

-


-


-


-


-


63,538


63,538


Construction – speculative one- to four- family

-


-


-


-


-


4,639


4,639


Construction – commercial

-


-


-


-


-


11,016


11,016


Construction – multi-family

-


-


-


-


-


6,912


6,912


Land

-


-


566


-


566


23,344


23,910


Consumer loans:






Home equity and second mortgage

56


-


258


-


314


38,106


38,420


Other

36


-


-


-


36


3,787


3,823


Commercial business loans

110


-


-


-


110


44,334


44,444


Total

$

395


$

107


$

1,911


$

-


$

2,413


$

699,970


$

702,383


______________________

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


Credit Quality Indicators

The Company uses credit risk grades which reflect the Company's assessment of a loan's risk or loss potential.  The Company categorizes loans into risk grade categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors such as the estimated fair value of the collateral.  The Company uses the following definitions for credit risk ratings as part of the on-going monitoring of the credit quality of its loan portfolio:


Pass:   Pass loans are defined as those loans that meet acceptable quality underwriting standards.


Watch:   Watch loans are defined as those loans that still exhibit acceptable quality, but have some concerns that justify greater attention.  If these concerns are not corrected, a potential for further adverse categorization exists.  These concerns could relate to a specific condition peculiar to the borrower, its industry segment or the general economic environment.


21



Special Mention: Special mention loans are defined as those loans deemed by management to have some potential weaknesses that deserve management's close attention.  If left uncorrected, these potential weaknesses may result in the deterioration of the payment prospects of the loan. 


Substandard:   Substandard loans are defined as those loans that are inadequately protected by the current net worth and paying capacity of the obligor, or of the collateral pledged.  Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the repayment of the debt.  If the weakness or weaknesses are not corrected, there is the distinct possibility that some loss will be sustained.


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 March 31, 2018 and September 30, 2017 , there were no loans classified as loss.



22


The following tables present an analysis of loans by credit quality indicator and portfolio segment at March 31, 2018 and September 30, 2017 (dollars in thousands):

Loan Grades

March 31, 2018

Pass

Watch

Special
Mention

Substandard

Total

Mortgage loans:

One- to four-family

$

109,041


$

1,466


$

591


$

1,764


$

112,862


Multi-family

55,157


-


-


-


55,157


Commercial

331,579


5,993


3,507


766


341,845


Construction – custom and owner/builder

67,818


1,255


-


-


69,073


Construction – speculative one- to four-family

3,968


-


-


-


3,968


Construction – commercial

17,788


-


-


-


17,788


Construction – multi-family

12,613


-


-


-


12,613


Construction – land development

1,484


-


-


-


1,484


Land

17,429


1,005


1,773


395


20,602


Consumer loans:





Home equity and second mortgage

37,623


147


-


354


38,124


Other

3,611


-


-


35


3,646


Commercial business loans

43,203


26


55


181


43,465


Total

$

701,314


$

9,892


$

5,926


$

3,495


$

720,627


September 30, 2017






Mortgage loans:





One- to four-family

$

115,481


$

422


$

644


$

1,600


$

118,147


Multi-family

56,857


-


1,750


-


58,607


Commercial

318,717


6,059


3,540


611


328,927


Construction – custom and owner/builder

63,210


328


-


-


63,538


Construction – speculative one- to four-family

4,639


-


-


-


4,639


Construction – commercial

11,016


-


-


-


11,016


Construction – multi-family

6,912


-


-


-


6,912


Land

20,528


1,022


1,794


566


23,910


Consumer loans:





Home equity and second mortgage

37,828


152


-


440


38,420


Other

3,787


-


-


36


3,823


Commercial business loans

43,416


973


55


-


44,444


Total

$

682,391


$

8,956


$

7,783


$

3,253


$

702,383



Impaired Loans

A loan is considered impaired when it is probable that the Company will be unable to collect all amounts (principal and interest) when due according to the contractual terms of the loan agreement. Smaller balance homogeneous loans, such as residential mortgage loans and consumer loans, may be collectively evaluated for impairment. When a loan has been identified as being impaired, the amount of the impairment is measured by using discounted cash flows, except when, as an alternative, the current estimated fair value of the collateral, reduced by estimated costs to sell (if applicable), or observable market price is used. The valuation of real estate collateral is subjective in nature and may be adjusted in future periods because of changes in economic conditions.  Management considers third-party appraisals, as well as independent fair market value assessments from realtors or persons involved in selling real estate, in determining the estimated fair value of particular properties.  In addition, as certain of these third-party appraisals and independent fair market value assessments are only updated periodically, changes in the values of specific properties may have occurred subsequent to the most recent appraisals.  Accordingly, the amounts of any such potential changes and any related adjustments are generally recorded at the time such information is received. When the


23


measurement of the impaired loan is less than the recorded investment in the loan (including accrued interest and net deferred loan origination fees or costs), impairment is recognized by creating or adjusting an allocation of the allowance for loan losses and uncollected accrued interest is reversed against interest income. If ultimate collection of principal is in doubt, all cash receipts on impaired loans are applied to reduce the principal balance.


The categories of non-accrual loans and impaired loans overlap, although they are not identical.  


24


The following table is a summary of information related to impaired loans by portfolio segment as of March 31, 2018 and for the three and six months then ended (dollars in thousands):

Recorded

Investment

Unpaid Principal Balance (Loan Balance Plus Charge Off)

Related

Allowance

Quarter to Date ("QTD") Average Recorded Investment (1)

Year to Date ("YTD") Average Recorded Investment (2)

QTD Interest Income Recognized (1)

YTD Interest Income Recognized (2)

QTD Cash Basis Interest Income Recognized (1)

YTD Cash Basis Interest Income Recognized (2)

With no related allowance recorded:

Mortgage loans:

One- to four-family

$

1,318


$

1,464


$

-


$

1,371


$

1,395


$

22


$

42


$

19


$

36


Commercial

2,578


2,606


-


2,365


2,232


52


75


45


62


Land

445


537


-


245


262


6


6


5


5


Consumer loans:


Home equity and second mortgage

185


185


-


187


165


1


3


1


3


Subtotal

4,526


4,792


-


4,168


4,054


81


126


70


106


With an allowance recorded:




Mortgage loans:




One- to four-family

-


-


-


22


15


-


-


-


-


Commercial

-


-


-


947


1,266


-


27


-


21


Land

195


195


40


547


639


-


9


-


8


Consumer loans:

Home equity and second mortgage

294


294


293


295


341


6


12


6


10


Commercial business loans

181


181


63


181


121


-


-


-


-


Subtotal

670


670


396


1,992


2,382


6


48


6


39


Total:




Mortgage loans:




One- to four-family

1,318


1,464


-


1,393


1,410


22


42


19


36


Commercial

2,578


2,606


-


3,312


3,498


52


102


45


83


Land

640


732


40


792


901


6


15


5


13


Consumer loans:

Home equity and second mortgage

479


479


293


482


506


7


15


7


13


Commercial business loans

181


181


63


181


121


-


-


-


-


Total

$

5,196


$

5,462


$

396


$

6,160


$

6,436


$

87


$

174


$

76


$

145


______________________________________________

(1)

For the three months ended March 31, 2018 .

(2)

For the six months ended March 31, 2018.


25


The following table is a summary of information related to impaired loans by portfolio segment as of and for the year ended September 30, 2017 (dollars in thousands):

Recorded

Investment

Unpaid Principal Balance (Loan Balance Plus Charge Off)

Related

Allowance


Average

Recorded

Investment (1)

Interest

Income

Recognized

(1)

Cash Basis Interest Income Recognized (1)

With no related allowance recorded:

Mortgage loans:

One- to four-family

$

1,443


$

1,589


$

-


$

1,108


$

68


$

62


Commercial

1,967


1,967


-


3,901


188


143


Construction – custom and owner/builder

-


-


-


147


7


7


Land

297


410


-


512


8


6


Consumer loans:







Home equity and second mortgage

123


123


-


284


-


-


Commercial business loans

-


-


-


11


-


-


Subtotal

3,830


4,089


-


5,963


271


218


With an allowance recorded:







Mortgage loans:







One- to four-family

-


-


-


721


50


38


Commercial

1,906


1,906


26


3,326


182


144


Land

822


881


125


666


35


29


Consumer loans:







Home equity and second mortgage

434


434


325


530


29


26


Other

-


-


-


17


-


-


Subtotal

3,162


3,221


476


5,260


296


237


Total:







Mortgage loans:







One- to four-family

1,443


1,589


-


1,829


118


100


Commercial

3,873


3,873


26


7,227


370


287


Construction – custom and owner/builder

-


-


-


147


7


7


Land

1,119


1,291


125


1,178


43


35


Consumer loans:







Home equity and second mortgage

557


557


325


814


29


26


Other

-


-


-


17


-


-


Commercial business loans

-


-


-


11


-


-


Total

$

6,992


$

7,310


$

476


$

11,223


$

567


$

455


______________________________________________

(1) For the year ended September 30, 2017.



A troubled debt restructured loan ("TDR") is a loan for which the Company, for reasons related to a borrower's financial difficulties, grants a concession to the borrower that the Company would not otherwise consider.  Examples of such concessions include but are not limited to: a reduction in the stated interest rate; an extension of the maturity at an interest rate below current market rates; a reduction in the face amount of the debt; a reduction in the accrued interest; or re-amortizations, extensions, deferrals and renewals.  TDRs are considered impaired and are individually evaluated for impairment.  TDRs are classified as non-accrual (and considered to be non-performing) unless they have been performing in accordance with modified terms for a period of at least six months. The Company had $3.13 million and $3.60 million in TDRs included in impaired loans at March 31, 2018 and September 30, 2017, respectively, and had no commitments at these dates to lend additional funds on these loans.  The allowance for loan losses allocated to TDRs at March 31, 2018 and September 30, 2017 was $0 and $10,000 , respectively. There were no TDRs for which there was a payment default within the first 12 months of the modification during the six months ended March 31, 2018.





26


The following tables set forth information with respect to the Company's TDRs by interest accrual status as of March 31, 2018 and September 30, 2017 (dollars in thousands):


March 31, 2018

Accruing

Non-

Accrual

Total

Mortgage loans:

One- to four-family

$

516


$

-


$

516


Commercial

2,208


-


2,208


Land

246


155


401


Total

$

2,970


$

155


$

3,125



September 30, 2017

Accruing

Non-

Accrual

Total

Mortgage loans:

One- to four-family

$

569


$

-


$

569


Commercial

2,219


-


2,219


Land

554


253


807


Total

$

3,342


$

253


$

3,595



There was one new TDR during the six months ended March 31, 2018 as a result of a reduction in the face amount of the debt on a land loan. This TDR had a pre-modification balance of $214,000 , a post-modification balance of $155,000 and a balance at March 31, 2018 of $155,000 . There were no new TDRs during the year ended September 30, 2017.




27


(5) NET INCOME PER COMMON SHARE

Basic net income per common share is computed by dividing net income to common shareholders by the weighted average number of common shares outstanding during the period, without considering any dilutive items.  Diluted net income per common share is computed by dividing net income to common shareholders by the weighted average number of common shares and common stock equivalents for items that are dilutive, net of shares assumed to be repurchased using the treasury stock method at the average share price for the Company's common stock during the period.  Common stock equivalents arise from the assumed conversion of outstanding stock options 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 March 31, 2018 and 2017, there were 49,019 and 81,944 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 and six months ended March 31, 2018 and 2017 is as follows (dollars in thousands, except per share amounts):

Three Months Ended 
 March 31,

Six Months Ended 
 March 31,

2018


2017


2018


2017


Basic net income per common share computation

Numerator – net income

$

4,269


$

3,128


$

7,883


$

6,275


Denominator – weighted average common shares outstanding

7,328,127


7,135,083


7,320,243


6,997,420


Basic net income per common share

$

0.58


$

0.44


$

1.08


$

0.90


Diluted net income per common share computation



Numerator – net income

$

4,269


$

3,128


$

7,883


$

6,275


Denominator – weighted average common shares outstanding

7,328,127


7,135,083


7,320,243


6,997,420


Effect of dilutive stock options (1)

183,931


159,947


189,849


149,608


Effect of dilutive stock warrant (2)

-


84,323


-


159,616


Weighted average common shares outstanding - assuming dilution

7,512,058


7,379,353


7,510,092


7,306,644


Diluted net income per common share

$

0.57


$

0.42


$

1.05


$

0.86


____________________________________________

(1) For the three and six months ended March 31, 2018, average options to purchase 58,000 and 58,063 shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per common share because their effect would have been anti-dilutive. For the three and six months ended March 31, 2017, all outstanding options were included in the computation of diluted net income per share.


(2) Represented 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 (the "Warrant"). On January 31, 2017, the Warrant was exercised and 370,899 shares of the Company's common stock were issued in exchange for $2.50 million .



28


(6) ACCUMULATED OTHER COMPREHENSIVE LOSS


The changes in accumulated other comprehensive loss ("AOCI") by component during the three and six months ended March 31, 2018 and 2017 are as follows (dollars in thousands):

Three Months Ended March 31, 2018

Changes in fair value of available for sale securities (1)

Changes in OTTI on held to maturity securities (1)

Total (1)

Balance of AOCI at the beginning of period

$

(26

)

$

(110

)

$

(136

)

Net change

(18

)

22


4


Balance of AOCI at the end of period

$

(44

)

$

(88

)

$

(132

)

Six Months Ended March 31, 2018

Changes in fair value of available for sale securities (1)

Changes in OTTI on held to maturity securities (1)

Total (1)

Balance of AOCI at the beginning of period

$

(19

)

$

(105

)

$

(124

)

Net change

(25

)

17


(8

)

Balance of AOCI at the end of period

$

(44

)

$

(88

)

$

(132

)

Three Months Ended March 31, 2017

Changes in fair value of available for sale securities (1)

Changes in OTTI on held to maturity securities (1)

Total (1)

Balance of AOCI at the beginning of period

$

(23

)

$

(166

)

$

(189

)

Net change

-


11


11


Balance of AOCI at the end of period

$

(23

)

$

(155

)

$

(178

)

Six Months Ended March 31, 2017

Changes in fair value of available for sale securities (1)

Changes in OTTI on held to maturity securities (1)

Total (1)

Balance of AOCI at the beginning of period

$

4


$

(179

)

$

(175

)

Net change

(27

)

24


(3

)

Balance of AOCI at the end of period

$

(23

)

$

(155

)

$

(178

)

__________________________

(1) All amounts are net of income taxes.



(7) STOCK COMPENSATION PLANS


Under the Company's 2003 Stock Option Plan, the Company was able to grant options for up to 300,000 shares of common stock to employees, officers, directors and directors emeriti.  Under the Company's 2014 Equity Incentive Plan, the Company is able to grant options and awards of restricted stock (with or without performance measures) for up to 352,366 shares of common stock to employees, officers, directors and directors emeriti.  Shares issued may be purchased in the open market or may be issued from authorized and unissued shares.  The exercise price of each option equals the fair market value of the Company's common stock on the date of grant. Generally, options and restricted stock vest in 20% annual installments on each of the five anniversaries from the date of the grant, and options generally have a maximum contractual term of 10 years from


29


the date of grant. At March 31, 2018 , there were 116,866 shares of common stock available which may be awarded as options or restricted stock pursuant to future grant under the 2014 Equity Incentive Plan.


At both March 31, 2018 and 2017, there were no unvested restricted stock awards. There were no restricted stock grants awarded during the six months ended March 31, 2018 and 2017.


Stock option activity for the six months ended March 31, 2018 and 2017 is summarized as follows:

Six Months Ended
March 31, 2018

Six Months Ended
March 31, 2017

 Number of Shares


Weighted

Average

Exercise

Price


 Number of Shares


Weighted

Average

Exercise

Price


Options outstanding, beginning of period

380,120


$

13.23


373,130


$

9.82


Exercised

(29,150

)

8.05


(30,710

)

6.30


Forfeited

(4,650

)

11.64


(4,200

)

4.60


Options outstanding, end of period

346,320


$

13.69


338,220


$

10.21



The aggregate intrinsic value of options exercised during the six months ended March 31, 2018 and 2017 was $613,000 and $413,000 , respectively.


At March 31, 2018 , there were 198,050 unvested options with an aggregate grant date fair value of $484,000 , all of which the Company assumes will vest. The aggregate intrinsic value of unvested options at March 31, 2018 was $2.62 million .  There were 29,500 options with an aggregate grant date fair value of $75,000 that vested during the six months ended March 31, 2018 .


At March 31, 2017 , there were 216,750 unvested options with an aggregate grant date fair value of $424,000 . There were 33,700 options with an aggregate grant date fair value of $82,000 that vested during the six months ended March 31, 2017 .

Additional information regarding options outstanding at March 31, 2018 is as follows:

Options Outstanding

Options Exercisable

Range of

Exercise

Prices ($)

Number


Weighted

Average

Exercise

Price


Weighted

Average

Remaining

Contractual

Life (Years)

Number


Weighted

Average

Exercise

Price


Weighted

Average

Remaining

Contractual

Life (Years)

$ 4.01 - 4.55

6,000


$

4.28


2.6

6,000


$

4.28


2.6

   5.86 - 6.00

30,900


5.95


4.6

30,900


5.95


4.6

   9.00

73,900


9.00


5.6

55,700


9.00


5.6

 10.26 - 10.71

124,920


10.58


7.0

46,670


10.54


6.9

 15.67

52,600


15.67


8.5

9,000


15.67


8.5

 29.69

58,000


29.69


9.5

-


N/A


N/A

346,320


$

13.69


7.1

148,270


$

9.06


5.8


The aggregate intrinsic value of options outstanding at March 31, 2018 and 2017 was $5.79 million and $4.12 million , respectively.


As of March 31, 2018, unrecognized compensation cost related to non-vested stock options was $404,000 , which is expected to be recognized over a weighted average life of 2.16 years.








30


(8) FAIR VALUE MEASUREMENTS


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 values of MBS are based upon market prices of similar securities or observable inputs (Level 2). The estimated fair values of mutual funds are based upon quoted market prices (Level 1).


The Company had no liabilities measured at fair value on a recurring basis at March 31, 2018 and September 30, 2017. The Company's assets measured at estimated fair value on a recurring basis at March 31, 2018 and September 30, 2017 were as follows (dollars in thousands):

March 31, 2018

Estimated Fair Value

Level 1

Level 2

Level 3

Total

Available for sale investment securities

MBS: U.S. government agencies

$

-


$

262


$

-


$

262


Mutual funds

931


-


-


931


Total

$

931


$

262


$

-


$

1,193


September 30, 2017

Estimated Fair Value

Level 1

Level 2

Level 3

Total

Available for sale investment securities

MBS: U.S. government agencies

$

-


$

289


$

-


$

289


Mutual funds

952


-


-


952


Total

$

952


$

289


$

-


$

1,241



There were no transfers among Level 1, Level 2 and Level 3 during the six months ended March 31, 2018 and the year ended September 30, 2017 .


The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a non-recurring basis in accordance with GAAP.  These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period.


The Company uses the following methods and significant assumptions to estimate fair value on a non-recurring basis:


Impaired Loans : The estimated fair value of impaired loans is calculated using the collateral value method or on a discounted cash flow basis.  The specific reserve for collateral dependent impaired loans is based on the estimated fair value of the collateral less estimated costs to sell, if applicable.  In some cases, adjustments are made to the appraised values due to various factors including age of the appraisal, age of comparables included in the appraisal and known changes in the market and in the collateral. Such adjustments may be significant and typically result in a Level 3 classification of the inputs for determining fair value. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.


Investment Securities Held to Maturity: The estimated fair value of investment securities held to maturity is based upon the assumptions market participants would use in pricing the investment security.  Such assumptions include quoted


31


market prices (Level 1), market prices of similar securities or observable inputs (Level 2) and unobservable inputs such as dealer quotes, discounted cash flows or similar techniques (Level 3).


OREO and Other Repossessed Assets, net:   OREO and other repossessed assets are recorded at estimated fair value less estimated costs to sell.  Estimated fair value is generally determined by management based on a number of factors, including third-party appraisals of estimated fair value in an orderly sale.  Estimated costs to sell are based on standard market factors.  The valuation of OREO and other repossessed assets is subject to significant external and internal judgment (Level 3).


The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at March 31, 2018 (dollars in thousands):

Estimated Fair Value

Level 1

Level 2

Level 3

Impaired loans:

Mortgage loans:

Land

$

-


$

-


$

155


Consumer loans:

Home equity and second mortgage

-


-


1


Commercial business loans

-


-


118


Total impaired loans

-


-


274


Investment securities – held to maturity:




MBS - private label residential

-


9


-


OREO and other repossessed assets

-


-


2,221


Total

$

-


$

9


$

2,495



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 March 31, 2018 (dollars in thousands):

 Estimated

Fair Value

 Valuation

Technique(s)

 Unobservable Input(s)

 Range

Impaired loans

$

274


Market approach

Appraised value less selling costs

NA

OREO and other repossessed assets

$

2,221


Market approach

Lower of appraised value or listing price less selling costs

NA


The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at September 30, 2017 (dollars in thousands):

Estimated Fair Value

Level 1

Level 2

Level 3

Impaired loans:

Mortgage loans:

Commercial

$

-


$

-


$

1,880


Land

-


-


697


Consumer loans:




Home equity and second mortgage

-


-


109


Total impaired loans

-


-


2,686


Investment securities – held to maturity:




MBS - private label residential

-


125


-


OREO and other repossessed assets

-


-


3,301


Total

$

-


$

125


$

5,987







32


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, 2017 (dollars in thousands):

 Estimated

Fair Value

 Valuation

Technique(s)

 Unobservable Input(s)

 Range

Impaired loans

$

2,686


Market approach

Appraised value less selling costs

NA

OREO and other repossessed assets

$

3,301


Market approach

Lower of appraised value or listing price less selling costs

NA



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 March 31, 2018 and September 30, 2017.  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.


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


Cash and Cash Equivalents and 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.


Other Investments: The Bank invests in the Solomon Hess SBA Loan Fund LLC. Shares in the fund are not publicly traded and therefore have no readily determinable fair market value, therefore they are recorded on the balance sheet at cost. An investor can have its investment in the funds redeemed for the balance of its capital account at any quarter end with 60 days notice to the fund.


Loans Held for Sale:   The estimated fair value is based on quoted market prices (for one-to four-family loans) and the guaranteed value of U.S. Small Business Administration ("SBA") loans (made to small businesses under the SBA's 7(a) loan programs). Quoted market prices are obtained from the Federal Home Loan Mortgage Corporation ("Freddie Mac") and the FHLB.


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.


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


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.


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.



33


The recorded amounts and estimated fair values of financial instruments were as follows as of March 31, 2018 and September 30, 2017 (dollars in thousands):

March 31, 2018

Fair Value Measurements Using:

Recorded

Amount

 Estimated Fair Value

Level 1

Level 2

Level 3

Financial assets

Cash and cash equivalents

$

169,405


$

169,405


$

169,405


$

-


$

-


CDs held for investment

52,938


52,938


52,938


-


-


Investment securities

9,263


9,746


3,869


5,877


-


FHLB stock

1,107


1,107


1,107


-


-


Other investments

3,000


3,000


3,000


-


-


Loans held for sale

3,981


4,047


4,047


-


-


Loans receivable, net

708,568


696,663


-


-


696,663


Accrued interest receivable

2,655


2,655


2,655


-


-


Financial liabilities






Deposits:





Non-interest-bearing demand

222,302


222,302


222,302


-


-


Interest-bearing

658,109


658,256


516,032


-


142,224


Total deposits

880,411


880,558


738,334


-


142,224


Accrued interest payable

184


184


184


-


-


September 30, 2017

Fair Value Measurements Using:

Recorded

Amount

 Estimated Fair Value

Level 1

Level 2

Level 3

Financial assets

Cash and cash equivalents

$

148,188


$

148,188


$

148,188


$

-


$

-


CDs held for investment

43,034


43,034


43,034


-


-


Investment securities

8,380


8,985


3,954


5,031


-


FHLB stock

1,107


1,107


1,107


-


-


Other investments

3,000


3,000


3,000


-


-


Loans held for sale

3,599


3,619


3,619


-


-


Loans receivable, net

690,364


688,332


-


-


688,332


Accrued interest receivable

2,520


2,520


2,520


-


-


Financial liabilities






Deposits:





Non-interest-bearing demand

205,952


205,952


205,952


-


-


Interest-bearing

631,946


632,629


492,305


-


140,324


Total deposits

837,898


838,581


698,257


-


140,324


Accrued interest payable

161


161


161


-


-



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


34


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.



(9) 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) . 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. This ASU is effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. The Company's primary source of revenue is interest income, which is recognized when earned and is deemed to be in compliance with this ASU. Accordingly, the adoption of ASU No. 2014-09 is not expected to have a material impact on the Company's future 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 the fair value of financial instruments. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Management is in the planning stages of developing processes and procedures to comply with the disclosure requirements of this ASU, which could impact the disclosures the Company makes related to the fair value of its financial instruments; however, the adoption of ASU No. 2016-01 is not expected to have a material impact on the Company's future consolidated financial statements.


In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . This ASU is intended to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The principal change required by this ASU relates to lessee accounting, and is that for operating leases, a lessee is required to (1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position, (2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis, and (3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. This ASU also changes disclosure requirements related to leasing activities and requires certain qualitative disclosures along with specific quantitative disclosures. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early application of the amendments in this ASU is permitted. The effect of adoption will depend on leases at the time of adoption. Once adopted, the Company expects to report higher assets and liabilities as a result of including right-of-use assets and lease liabilities related to certain banking offices and certain equipment under non-cancelable operating lease agreements; however, based on current leases the adoption of ASU No. 2016-02 is not expected to have a material impact on the Company's future consolidated financial statements.


In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses . This ASU replaces the existing incurred losses methodology with a current expected losses methodology with respect to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held to maturity investment securities and off-balance sheet commitments. In addition, this ASU requires credit losses relating to available for sale debt securities to be recorded through an allowance for credit losses rather than as a reduction of the carrying amount. ASU No. 2016-13 also changes the accounting for purchased credit-impaired debt securities and loans. The standard retains many of the current disclosure requirements in GAAP and expands disclosure requirements. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Upon adoption, the Company expects a change in the processes and procedures to calculate the allowance for loan losses, including changes in the assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. In addition, the current policy for other-than-temporary impairment on investment securities available for sale will be replaced with an allowance approach. The Company is reviewing the requirements of ASU No. 2016-13 and expects to begin developing and implementing processes and procedures to ensure it is fully compliant with the amendments at


35


the adoption date. At this time, the Company anticipates the allowance for loan losses will increase as a result of the implementation of this ASU; however, until its evaluation is complete, the magnitude of the increase will be unknown.


In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. This ASU simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value of its assets and liabilities (including unrecognized assets and liabilities) at the impairment testing date following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under ASU No. 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU No. 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early application of this ASU is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of ASU No. 2017-04 is not expected to have a material impact on the Company's future consolidated financial statements.


In March 2017, the FASB issued ASU No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The ASU shortens the amortization period for certain callable debt securities held at a premium. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of ASU No. 2017-08 is not expected to have a material impact on the Company's future consolidated financial statements.


In May 2017, the FASB issued ASU No. 2017-09, Compensation--Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU was issued to provide clarity as to when to apply modification accounting when there is a change in the terms or conditions of a share-based payment award. According to the ASU, an entity should account for the effects of a modification unless the fair value, vesting conditions, and balance sheet classification of the award are the same after the modification as compared to the original award prior to modification. ASU No. 2017-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The adoption of ASU No. 2017-09 is not expected to have a material impact on the Company's future consolidated financial statements.


In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740) . This ASU was issued to provide guidance on the income tax accounting implications of the Tax Cuts and Jobs Act (the "Tax Act"), and allows for entities to report provisional amounts for specific income tax effects of the Tax Act for which the accounting under Topic 740 was not yet complete but a reasonable estimate could be determined. A measurement period of one-year is allowed to complete the accounting effects under Topic 740 and revise any previous estimates reported. Any provisional amounts or subsequent adjustments included in an entity's financial statements during the measurement period should be included in income from continuing operations as an adjustment to tax expense in the period the amounts are determined. The Company adopted this ASU with the provisional adjustments as reported in the consolidated financial statements on Form 10-Q as of December 31, 2017. As of March 31, 2018, the Company did not incur any adjustments to the provisional recognition.


(10) U.S. TAX REFORM


On December 22, 2017, the U.S. government enacted the Tax Act. The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, decreasing U.S. corporate income tax rates to 21.0% from 35.0%. As the Company has a September 30 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a blended U.S. statutory federal rate of approximately  24.5%  for the Company's fiscal year ending September 30, 2018, and 21.0% for subsequent fiscal years. In addition, the reduction of the corporate tax rate required the Company to revalue its deferred tax assets and liabilities based on the lower federal tax rate of 21.0%.


As a result of the new legislation, during the quarter ended December 31, 2017, the Company recorded a one-time income tax expense of $548,000 in conjunction with writing down its net deferred tax assets. The impact of using the 24.5% blended federal tax rate for the six months ended March 31, 2018 versus a 35.0% rate reduced the provision for income taxes by approximately $1.05 million , which was partially offset by the $548,000 one-time net deferred tax asset write-down.


The changes included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may differ from the above estimates, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative


36


action to address questions that arise because of the Tax Act, and any changes in accounting standards for income taxes or related interpretations in response to the Tax Act.



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 and six months ended March 31, 2018 .  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.  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.  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 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; disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions; 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


37


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 2017 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 2018 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 March 31, 2018 , the Company had total assets of $1.00 billion and total shareholders' equity of $117.84 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 (recapture of) 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 any 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.


The provision for (recapture of) 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 and six month period ended March 31, 2018 , 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, servicing income on loans sold and other operating income.  Non-interest income is increased by net recoveries on investment securities and reduced by net OTTI losses on investment securities, if any.  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, data processing and telecommunication expenses, deposit operation expenses and other non-interest expenses.  Non-interest expenses in certain periods are reduced by gains on the sale of premises and equipment. 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 2017 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 2017 Form 10-K.



38


Comparison of Financial Condition at March 31, 2018 and September 30, 2017


The Company's total assets increased by $49.18 million , or 5.2% , to $1.00 billion at March 31, 2018 from $952.02 million at September 30, 2017 .  The increase in total assets was primarily due to an increase in total cash and cash equivalents, CDs held for investment and net loans receivable. The increase in total assets was funded primarily by an increase in total deposits.


Net loans receivable increased by $18.20 million , or 2.6% , to $708.57 million at March 31, 2018 from $690.36 million at September 30, 2017 .  The increase was primarily due to increases in commercial real estate loans and construction loans. These increases to net loans receivable were partially offset by decreases in one- to four-family loans, multi-family loans and land loans.


Total deposits increased by $42.51 million , or 5.1% , to $880.41 million at March 31, 2018 from $837.90 million at September 30, 2017 . The increase was a result of increases in non-interest bearing account balances, money market account balances, savings account balances, N.O.W. checking account balances and certificate of deposit account balances.

Shareholders' equity increased by $6.84 million , or 6.2% , to $117.84 million at March 31, 2018 from $111.00 million at September 30, 2017 .  The increase in shareholders' equity was primarily due to net income for the six months ended March 31, 2018 and 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 $31.12 million , or 16.3% , to $222.34 million at March 31, 2018 from $191.22 million at September 30, 2017 .  The increase was primarily due to a $23.16 million increase in interest-bearing deposits in banks and a $9.90 million increase in CDs held for investment.


Investment Securities:   Investment securities increased by $883,000, or 10.5% , to $9.26 million at March 31, 2018 from $ 8.38 million at September 30, 2017 . This increase was primarily due to the purchase of a $1.11 million U.S. government agency investment security, which was partially offset by 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."


Other Investments: Other investments consist solely of the Company's investment in the Solomon Hess SBA Loan Fund LLC which was unchanged at $3.00 million at both March 31, 2018 and September 30, 2017. This investment is utilized to help satisfy compliance with the Bank's Community Reinvestment Act investment test requirements.


Loans: Net loans receivable increased by $18.20 million , or 2.6% , to $708.57 million at March 31, 2018 from $690.36 million at September 30, 2017 .  The increase in the portfolio was primarily a result of a $12.92 million increase in commercial real estate loans, a $5.54 million increase in commercial construction loans, a $4.30 million decrease in the amount of undisbursed construction loans in process, a $3.49 million increase in multi-family construction loans, a $2.95 million increase in land development loans, a $1.59 million increase in custom and owner/builder construction loans and a $958,000 increase in speculative one- to four- family construction loans. These increases were partially offset by a $5.29 million decrease in one-to four-family mortgage loans, a $3.45 million decrease in multi-family loans, a $3.31 million decrease in land loans and smaller decreases in other categories.


Loan originations decreased by $8.14 million , or 4.8% , to $161.51 million for the six months ended March 31, 2018 from $169.65 million for the six months ended March 31, 2017 .  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. The Company also (on a much smaller volume) sells the guaranteed portion of U.S. Small Business Administration ("SBA") loans.  Sales of fixed rate one- to four-family mortgage loans and SBA loans decreased by $7.99 million , or 20.4% , to $31.22 million for the six months ended March 31, 2018 compared to $39.21 million for the six months ended March 31, 2017 .


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 $365,000 , or 2.0% , to $18.05 million at March 31, 2018 from $18.42 million at September 30, 2017 .  The decrease was primarily due the sale of excess land and normal depreciation.



39


OREO (Other Real Estate Owned): OREO and other repossessed assets decreased by $1.08 million , or 32.7% , to $2.22 million at March 31, 2018 from $ 3.30 million at September 30, 2017 . The decrease was primarily due to the disposition of three OREO properties and one recreational vehicle.  At March 31, 2018 , total OREO and other repossessed assets consisted of 13 individual real estate properties. The properties consisted of 12 land parcels totaling $1.93 million and one commercial real estate property with a carrying value of $287,000 .


Goodwill:   The recorded amount of goodwill of $5.65 million at March 31, 2018 was unchanged from September 30, 2017.  


Deposits: Deposits increased by $42.51 million , or 5.1% , to $880.41 million at March 31, 2018 from $837.90 million at September 30, 2017 . This increase was primarily due to a a $16.35 million increase in non-interest bearing demand account balances, a $10.21 million increase in money market account balances, a $6.76 million increase in savings account balances, a $6.76 million increase in N.O.W. checking account balances and a $2.44 million increase in certificate of deposit account balances.


Deposits consisted of the following at March 31, 2018 and September 30, 2017 (dollars in thousands):

March 31, 2018

September 30, 2017

Amount

Percent

Amount

Percent

Non-interest-bearing demand

$

222,302


25.2

%

$

205,952


24.5

%

N.O.W. checking

227,075


25.8

%

220,315


26.3

%

Savings

147,750


16.8

%

140,987


16.8

%

Money market

130,844


14.8

%

122,877


14.7

%

Money market - brokered

10,363


1.2

%

8,125


1.0

%

Certificates of deposit under $250

121,157


13.8

%

120,844


14.4

%

Certificates of deposit $250 and over

17,720


2.0

%

15,601


1.9

%

Certificates of deposit - brokered

3,200


0.4

%

3,197


0.4

%

Total

$

880,411


100.0

%

$

837,898


100.0

%



Shareholders' Equity:   Total shareholders' equity increased by $6.84 million , or 6.2% , to $117.84 million at March 31, 2018 from $111.00 million at September 30, 2017 .  The increase was primarily due to net income of $7.88 million for the six months ended March 31, 2018 , which was partially offset by the payment of $1.77 million in dividends on the Company's common stock. The Company did not repurchase any shares of its common stock during the six months ended March 31, 2018 .


Asset Quality: The non-performing assets to total assets ratio improved to 0.46% at March 31, 2018 from 0.60% at September 30, 2017 as total non-performing assets decreased by $1.12 million , or 19.5% , to $4.62 million at March 31, 2018 from $5.75 million at September 30, 2017. The decrease was primarily due to a $1.08 million decrease in OREO and other repossessed assets, which was partially offset by a $21,000 increase in non-accrual loans.


TDRs on accrual status (which are not included in the non-performing asset totals) decreased by $372,000 , or 11.1% , to $2.97 million at March 31, 2018 from $3.34 million at September 30, 2017.



40


The following table sets forth information with respect to the Company's non-performing assets at March 31, 2018 and September 30, 2017 (dollars in thousands):

March 31,
2018


September 30,
2017


Loans accounted for on a non-accrual basis:

Mortgage loans:

    One- to four-family (1)

$

801


$

874


    Commercial

370


213


    Land

395


566


Consumer loans:



    Home equity and second mortgage

185


258


Commercial business loans

181


-


       Total loans accounted for on a non-accrual basis

1,932


1,911


Accruing loans which are contractually

past due 90 days or more

-


-


Total of non-accrual and 90 days past due loans

1,932


1,911


Non-accrual investment securities

470


533


OREO and other repossessed assets, net (2)

2,221


3,301


       Total non-performing assets (3)

$

4,623


$

5,745


TDRs on accrual status (4)

$

2,970


$

3,342


Non-accrual and 90 days or more past due loans as a percentage of loans receivable

0.27

%

0.27

%

Non-accrual and 90 days or more past due loans as a percentage of total assets

0.19

%

0.20

%

Non-performing assets as a percentage of total assets

0.46

%

0.60

%

Loans receivable (5)

$

718,112


$

699,917


Total assets

$

1,001,201


$

952,024


___________________________________

(1) As of March 31, 2018 and September 30, 2017, the balance of non-accrual one- to-four family properties included $15 and $100, respectively, in the process of foreclosure.

(2) As of March 31, 2018 and September 30, 2017, the balance of OREO included $0 and $875, respectively, of foreclosed residential real estate property recorded as a result of obtaining physical possession of the property.

(3) Does not include TDRs on accrual status.

(4) Does not include TDRs totaling $155 and $253 reported as non-accrual loans at March 31, 2018 and September 30, 2017, respectively.

(5)  Does not include loans held for sale and loan balances are before the allowance for loan losses.


Comparison of Operating Results for the Three and Six Months Ended March 31, 2018 and 2017



Net income increased by $1.14 million , or 36.5% , to $4.27 million for the quarter ended March 31, 2018 from $3.13 million for the quarter ended March 31, 2017 . Net income per diluted common share increased $0.15 , or 35.7% , to $0.57 for the quarter ended March 31, 2018 from $0.42 for the quarter ended March 31, 2017 .



41


Net income increased by $1.61 million , or 25.6% , to $7.88 million for the six months ended March 31, 2018 from $6.28 million for the six months ended March 31, 2017 . Net income per diluted common share increased $0.19 , or 22.1% , to $1.05 for the six months ended March 31, 2018 from $0.86 for the six months ended March 31, 2017 .


The increase in net income for the three and six months ended March 31, 2018 was primarily due to increases in net interest income and in non-interest income and a decrease in the Company's effective income tax rate. These increases to net income 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 $1.17 million , or 13.9% , to $9.62 million for the quarter ended March 31, 2018 from $8.45 million for the quarter ended March 31, 2017 . The increase in net interest income was due to an increase in interest income and a decrease in interest expense. 


Total interest and dividend income increased by $991,000 , or 10.7% , to $10.29 million for the quarter ended March 31, 2018 from $9.30 million for the quarter ended March 31, 2017 , primarily due to increases in both the average balance and average yield earned on interest-earning assets. Average total interest-earning assets increased by $47.30 million , or 5.4% , to $917.87 million for the quarter ended March 31, 2018 from $870.58 million for the quarter ended March 31, 2017 . Average loans receivable increased by $29.00 million , or 4.2% , while the average yield on loans receivable increased 15 basis points between the periods. In addition, contributing significantly to the increase in total interest and dividend income was a 71 basis point increase in the average yield earned on interest-earning deposits in banks and CDs. The average yield on interest-earning assets increased to 4.48% for the quarter ended March 31, 2018 from 4.27% for the quarter ended March 31, 2017 , primarily due to increases in short-term interest rates as the Federal Reserve increased the Fed Funds target rate by 75 basis points during 2017 and by another 25 basis points in March 2018. During the quarter ended March 31, 2018 , a total of $160,000 in non-accrual interest and pre-payment penalties was collected compared to $205,000 for the quarter ended March 31, 2017 . Total interest expense decreased by $181,000 , or 21.4% , to $666,000 for the quarter ended March 31, 2018 from $847,000 for the quarter ended March 31, 2017 . The decrease in interest expense was primarily due to a $302,000 decrease in interest expense on FHLB borrowings, as the Company repaid FHLB borrowings during the quarter ended June 30, 2017. The decrease in interest expense on FHLB borrowings was partially offset by a $121,000 increase in interest expense on deposits as both the average balance and average cost of interest-bearing deposits increased during the quarter ended March 31, 2018 compared to the quarter ended March 31, 2017 . As a result of these changes, the net interest margin ("NIM") increased to 4.19% for the quarter ended March 31, 2018 from 3.88% for the quarter ended March 31, 2017 .


Net interest income increased by $2.29 million , or 13.7% , to $19.06 million for the six months ended March 31, 2018 from $16.77 million for the six months ended March 31, 2017 . The increase in net interest income was due to an increase in interest income and a decrease in interest expense. 


Total interest and dividend income increased by $1.86 million , or 10.1% , to $20.32 million for the six months ended March 31, 2018 from $18.46 million for the six months ended March 31, 2017 , primarily due to increases in both the average balance and average yield earned on interest-earning assets. Average total interest-earning assets increased by $49.58 million , or 5.8% , to $909.63 million for the six months ended March 31, 2018 from $860.05 million for the six months ended March 31, 2017 . Average loans receivable increased by $26.56 million , or 3.9% , while the average yield on loans receivable increased 15 basis points between periods. In addition, contributing significantly to the increase in total interest and dividend income was a 68 basis point increase in the average yield earned on interest-earning deposits in banks and CDs. The average yield on interest-earning assets increased to 4.47% for the six months ended March 31, 2018 from 4.29% for the six months ended March 31, 2017 , primarily due to increases in short-term interest rates as the Federal Reserve increased the Fed Funds target rate by 75 basis points during 2017 and by another 25 basis points in March 2018. During the six months ended March 31, 2018 , a total of $281,000 in non-accrual interest and pre-payment penalties was collected compared to $253,000 for the six months ended March 31, 2017. Total interest expense decreased by $432,000 , or 25.4% , to $1.27 million for the six months ended March 31, 2018 from $1.70 million for the six months ended March 31, 2017 . The decrease in interest expense was primarily do to a $610,000 decrease in interest expense on FHLB borrowings, as the Company repaid all of its FHLB borrowings during the quarter ended June 30, 2017. The decrease in interest expense on FHLB borrowings was partially offset by a $178,000 increase in interest expense on deposits as both the average balance and average cost of interest-bearing deposits increased during the six months ended March 31, 2018 compared to the six months ended March 31, 2017. As a result of these the changes, the NIM increased to 4.19% for the six months ended March 31, 2018 from 3.90% for the six months ended March 31, 2017 .



42


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-earning 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 March 31,

2018

2017

Average
Balance

Interest and
Dividends

Yield/
Cost

Average
Balance

Interest and
Dividends

Yield/
Cost

Interest-earning assets:

Loans receivable (1)(2)

$

717,502


$

9,484


5.29

%

$

688,506


$

8,840


5.14

%

Investment securities (2)

8,146


39


1.92


7,716


68


3.53


Dividends from mutual funds, FHLB stock and other investments

5,044


26


2.06


3,150


12


1.54


Interest-earning deposits in banks and CDs

187,181


741


1.61


171,203


379


0.90


Total interest-earning assets

917,873


10,290


4.48


870,575


9,299


4.27


Non-interest-earning assets

58,590




59,561




   Total assets

$

976,463




$

930,136




Interest-bearing liabilities:







Savings

$

143,449


21


0.06


$

134,073


19


0.06


Money market

141,594


185


0.53


127,935


107


0.34


N.O.W. checking

217,734


111


0.21


208,736


115


0.22


Certificates of deposit

139,620


349


1.01


144,021


304


0.86


Long-term borrowings (3)

-


-


-


30,000


302


4.08


Total interest-bearing liabilities

642,397


666


0.42


644,765


847


0.52


Non-interest-bearing deposits

214,722


178,977


Other liabilities

3,868




4,208




Total liabilities

860,987




827,950




Shareholders' equity

115,476




102,186




Total liabilities and





shareholders' equity

$

976,463


$

930,136




Net interest income

$

9,624



$

8,452



Interest rate spread

4.06

%



3.75

%

Net interest margin (4)

4.19

%



3.88

%

Ratio of average interest-earning
   assets to average interest-bearing
   liabilities

142.88

%



135.02

%


43


Six Months Ended March 31,

2018

2017

Average
Balance

Interest and
Dividends

Yield/
Cost

Average
Balance

Interest and
Dividends

Yield/
Cost

Interest-earning assets:

Loans receivable (1)(2)

$

713,245


$

18,812


5.28

%

$

686,689


$

17,628


5.13

%

Investment securities (2)

7,766


96


2.47


7,770


138


3.55


Dividends from mutual funds, FHLB stock and other investments

5,050


52


2.06


3,159


37


2.29


Interest-earning deposits in banks and CDs

183,572


1,364


1.49


162,433


660


0.81


Total interest-earning assets

909,633


20,324


4.47


860,051


18,463


4.29


Non-interest-earning assets

59,366




58,317




   Total assets

$

968,999




$

918,368




Interest-bearing liabilities:







Savings

$

142,346


42


0.06


$

130,829


37


0.06


Money market

139,002


317


0.46


124,081


204


0.33


N.O.W. checking

215,113


224


0.21


205,526


233


0.23


Certificates of deposit

139,148


683


0.98


145,746


614


0.84


Long-term borrowings (3)

-


-


-


30,000


610


4.08


Total interest-bearing liabilities

635,609


1,266


0.40


636,182


1,698


0.54


Non-interest-bearing deposits

215,826


177,860


Other liabilities

3,800




4,363




Total liabilities

855,235




818,405




Shareholders' equity

113,764




99,963




Total liabilities and





shareholders' equity

$

968,999




$

918,368




Net interest income

$

19,058




$

16,765



Interest rate spread



4.07

%



3.75

%

Net interest margin (4)



4.19

%



3.90

%

Ratio of average interest-earning
   assets to average interest-bearing
   liabilities



143.11

%



135.19

%

_______________

(1)

Does not include interest on loans on non-accrual status. Includes loans held 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 borrowings with original maturities of one year or greater.

(4)

Net interest income divided by total average interest-earning assets, annualized.


44


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 March 31, 2018
compared to three months
ended March 31, 2017
increase (decrease) due to

Six months ended March 31, 2018
compared to six months
ended March 31, 2017
increase (decrease) due to

Rate

Volume

Net

Change

Rate

Volume

Net

Change

Interest-earning assets:

Loans receivable and loans held for sale

$

265


$

379


$

644


$

492


$

692


$

1,184


Investment securities

(32

)

3


(29

)

(42

)

-


(42

)

Dividends from mutual funds, FHLB stock and other investments

6


8


14


1


14


15


  Interest-earning deposits

324


38


362


608


96


704


Total net increase in income on interest-earning assets

563


428


991


1,059


802


1,861


Interest-bearing liabilities:




Savings

1


1


2


2


3


5


Money market

65


13


78


77


36


113


N.O.W. checking

(9

)

5


(4

)

(10

)

1


(9

)

Certificates of deposit

55


(10

)

45


69


-


69


   Long term FHLB borrowings

(151

)

(151

)

(302

)

(244

)

(366

)

(610

)

Total net decrease in expense on interest-bearing liabilities

(39

)

(142

)

(181

)

(106

)

(326

)

(432

)

Net increase in net interest income

$

602


$

570


$

1,172


$

1,165


$

1,128


$

2,293



Provision for Loan Losses:   There was no provision for (recapture of) loan losses for the quarter ended March 31, 2018 compared to a $250,000 recapture of loan losses for the quarter ended March 31, 2017. The recapture of loan losses during quarter ended March 31, 2017 was primarily due to a decrease in the specific reserves required for impaired loans and overall improvements in other credit quality metrics. For the quarter ended March 31, 2018 there were net charge-offs of $21,000 compared to a net recovery of $12,000 for the quarter ended December 31, 2017 and net charge-offs of $3,000 for the quarter ended March 31, 2017 . Non-accrual loans increased by $21,000 to $1.93 million at March 31, 2018 , from $1.91 million at September 30, 2017 and increased by $38,000, or 2.1% , from $1.89 million at March 31, 2017 . Total delinquent loans (past due 30 days or more) and non-accrual loans increased by $874,000, or 36.2%, to $3.29 million at March 31, 2018 , from $2.41 million at September 30, 2017 and increased by $623,000, or 23.4%, from $2.66 million one year ago. 


For the six months ended March 31, 2018 there was no provision for (recapture of) loan losses compared to a $250,000 recapture of loan losses for the six months ended March 31, 2017. Net charge-offs for the six months ended March 31, 2018 were $9,000 compared to net recoveries of $14,000 for the six months ended March 31, 2017.


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.  These 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. 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 March 31, 2018 was $396,000 compared to $476,000 at September 30, 2017 and $446,000 at March 31, 2017 . 



45


Based on its comprehensive analysis, management believes the allowance for loan losses of $9.54 million at March 31, 2018 (1.33% of loans receivable and 494.0% 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.  The allowance for loan losses was $9.55 million (1.36% of loans receivable and 499.9% of non-performing loans) at September 30, 2017 and $9.59 mil1ion (1.40% of loans receivable and 472.6% of non-performing loans) at March 31, 2017 . While the Company believes it has established its existing allowance for loan losses in accordance with GAAP, there can be no assurance that bank regulators, in reviewing the Company's loan portfolio, will not request the Company to increase significantly its allowance for loan losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that a substantial increase will not be necessary should the quality of any loans deteriorate. Any material increase in the allowance for loan losses would adversely affect the Company's 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 $231,000 , or 8.1% , to $3.08 million for the quarter ended March 31, 2018 from $2.85 million for the quarter ended March 31, 2017 . The increase in non-interest income was primarily due to a $90,000 increase in ATM and debit card interchange transaction fees, a $64,000 increase in gain on sales of loans, net, a $42,000 increase in services charges on deposits, and smaller increases in several other categories. The increase in ATM and debit card interchange transaction fees was primarily due to an increase in debit card transactions. The increase in gain of sales of loans was primarily due to an increase in the dollar volume of fixed-rate one- to four-family loans sold during the quarter. The increase in service charges on deposits was primarily due to an increase in the amount of service charges collected on checking accounts owned by businesses associated with the marijuana (or Initiative-502) industry in Washington State. It is permissible in Washington State to handle accounts associated with this industry in compliance with federal regulatory guidelines.


Total non-interest income increased by $151,000 or 2.5% , to $6.22 million for the six months ended March 31, 2018 from $6.07 million for the six months ended March 31, 2017 . The increase in non-interest income was primarily due to a $134,000 increase in ATM and debit card interchange transaction fees, a $115,000 increase in services charges on deposits and smaller increases in in several other categories. These increases were partially offset by a $103,000 decrease in gain on sales of loans, net and smaller decreases in several other categories. The decrease in gain on sale of loans was primarily due to a decrease in the dollar volume of fixed-rate one- to four-family loans sold during the six months ended March 31, 2018.


Non-interest Expense:   Total non-interest expense increased by $364,000 , or 5.3% , to $7.22 million for the quarter ended March 31, 2018 from $6.86 million for the quarter ended March 31, 2017 .  The increased expense was primarily due to a $246,000 increase in salaries and employee benefits expense, a 103,000 increase in OREO and other repossessed assets expense and smaller increases in several other categories. These increases were partially offset by a $113,000 gain on sale of premises and equipment, net. The increase in salary and employee benefits expense was primarily due to annual salary adjustments and the hiring of additional lending personnel. The increase in OREO and other repossessed assets expense was primarily due to market value write-downs on three OREO properties during the quarter. The gain on sale of premises and equipment net was primarily due to the sale of excess land adjacent to the Bank's Edgewood Branch.


Total non-interest expense increased by $729,000 , or 5.3% , to $14.40 million for the six months ended March 31, 2018 from $13.67 million for the six months ended March 31, 2017 . The increased expense was primarily due to a $515,000 increase in salaries and employee benefits expense, a $186,000 increase in OREO and other repossessed assets expense and smaller increases in several other categories. These increases were partially offset by a $113,000 gain on disposition of premises and equipment, net and smaller decreases in several other categories.


The efficiency ratio for the current quarter improved to 56.83% from 60.67% for the comparable quarter one year ago as the increases in revenue outpaced the increase in non-interest expense. The efficiency ratio for the six months ended March 31, 2018 improved to 56.96% from 59.86% for the six months ended March 31, 2017.


Provision for Income Taxes: The provision for income taxes decreased by $352,000 , or 22.4% , to $ 1.22 million for the quarter ended March 31, 2018 from $1.57 million for the quarter ended March 31, 2017 , and decreased by $143,000 , or 4.6% , to $3.00 million for the six months ended March 31, 2018 from $3.14 million for the six months ended March 31, 2017 . The decrease in the provision for income taxes was primarily due to lower effective income tax rates as a result of the Tax Act that was enacted on December 22, 2017, partially offset by higher income before income taxes. As a result of the Tax Act (which decreases the federal corporate income tax rate to 21.0% from 35.0%), Timberland recorded a one-time income tax expense of $548,000 in conjunction with writing down its net deferred tax assets during the quarter ended December 31, 2017 and began using a blended tax rate of 24.5% for the fiscal year ending September 30, 2018. Since Timberland is a September 30th fiscal year-end corporation, it will use a blended tax rate of 24.5% to calculate income tax expense for the fiscal year ending


46


September 30, 2018 and then use a 21.0% tax rate thereafter. The Company's effective tax rate was 22.17% for the quarter ended March 31, 2018 and 33.39% for the quarter ended March 31, 2017 . The Company's effect tax rate was 27.55% for the six months ended March 31, 2018 and 33.35% for the six months ended March 31, 2017.


For additional information, see Note 10 of the Notes to Unaudited Consolidated Financial Statements contained in "Item 1, Financial Statements."



Liquidity


The Company's primary sources of funds are customer deposits, proceeds from principal and interest payments on loans, the sale of loans, maturing investment securities, maturing CDs held for investment and FHLB borrowings (if needed).  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 March 31, 2018 , 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 25.76%.


The Company's total cash and cash equivalents and CDs held for investment increased by $31.12 million , or 16.3% , to $222.34 million at March 31, 2018 from $ 191.22 million at September 30, 2017. 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 March 31, 2018 , the Bank maintained an uncommitted credit facility with the FHLB that provided for immediately available advances up to an aggregate amount equal to 35% of total assets, limited by available collateral. The Bank also has a Letter of Credit ("LOC") of up to $22.00 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 March 31, 2018 , the Bank had $22.00 million pledged under the LOC, which left $278.38 million available for additional FHLB borrowings.  The Bank maintains a short-term borrowing line with the FRB with available total credit based on eligible collateral.  At March 31, 2018 , the Bank had $75.36 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 March 31, 2018 , 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 March 31, 2018 , the Bank had loan commitments totaling $70.13 million and undisbursed construction loans in process totaling $78.11 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 March 31, 2018 totaled 73.18 million.  Historically, the Bank has been able to retain a significant amount of its non-brokered CDs as they mature.  At March 31, 2018 , 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.


Based on its capital levels at March 31, 2018 , the Bank exceeded all regulatory capital requirements as of that date. Consistent with the Bank's goals to operate a sound and profitable organization, it is the Bank's policy to maintain a "well-capitalized"


47


status under the regulatory capital categories of the FDIC. Based on capital levels at March 31, 2018 , the Bank was considered to be "well-capitalized" under applicable regulatory requirements. Management monitors the capital levels to provide for current and future business opportunities and to maintain the Bank's "well-capitalized" status.


The following table compares the Bank's actual capital amounts at March 31, 2018 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


$110,265


11.37

%


$38,796


4.00

%


$48,495


5.00

%

Risk-based Capital Ratios:

Common equity tier 1 capital

110,265


16.31


30,421


4.50


43,941


6.50


Tier 1 capital

110,265


16.31


40,561


6.00


54,081


8.00


Total capital

118,731


17.56


54,081


8.00


67,602


10.00



In addition to the minimum common equity Tier 1 ("CET1"), Tier 1 and total capital ratios, the Bank now has to maintain a capital conservation buffer consisting of additional CET1 capital above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of retained income that could be utilized for such actions. The new capital conservation buffer requirement began to be phased in beginning in January 2016 to an amount more than 0.625% of risk-weighted assets and increases each year until fully implemented to an amount more than 2.5% of risk weighted assets in January 2019. At March 31, 2018, the conservation buffer was an amount more than 1.875%.


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 (as of June 30th of the preceding year), 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 March 31, 2018 , Timberland Bancorp, Inc. would have exceeded all regulatory requirements.


The following table presents the regulatory capital ratios for Timberland Bancorp, Inc. as of March 31, 2018 (dollars in thousands):

Actual

Amount

Ratio

Leverage Capital Ratio:

Tier 1 capital


$113,333


11.66

%

Risk-based Capital Ratios:

Common equity tier 1 capital

113,333


16.76


Tier 1 capital

113,333


16.76




Total capital

121,804


18.01




48


Key Financial Ratios and Data

(Dollars in thousands, except per share data)

Three Months Ended
March 31,

Six Months Ended
March 31,

2018


2017


2018


2017


PERFORMANCE RATIOS :

Return on average assets

1.75

%

1.35

%

1.63

%

1.37

%

Return on average equity

14.79

%

12.24

%

13.86

%

12.55

%

Net interest margin

4.19

%

3.88

%

4.19

%

3.90

%

Efficiency ratio

56.83

%

60.67

%

56.96

%

59.86

%


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, 2017.


Item 4.  Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures :  An evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act")) was carried out under the supervision and with the participation of the Company's Chief Executive Officer, 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 March 31, 2018 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 March 31, 2018 , 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

2017 Form 10-K.


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



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(a)    Not applicable


(b)    Not applicable


(c)    Stock Repurchases


There were no shares repurchased by the Company during the quarter ended March 31, 2018 . On July 28, 2015 the Company announced a plan to repurchase 352,681 shares of the Company's common stock. As of March 30, 2018, a total of 130,788 shares had been repurchased at an average price of $11.69 per share and there were 221,893 shares still authorized to be repurchased under the plan. All shares were repurchased through open market broker transactions and no shares were directly repurchased from directors or officers of the Company.


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 (2) 

10.1

Employee Severance Compensation Plan, as revised (3) 

10.2

Employee Stock Ownership Plan (4) 

10.4

2003 Stock Option Plan (5) 

10.5

Form of Incentive Stock Option Agreement (6) 

10.6

Form of Non-qualified Stock Option Agreement (6) 

10.8

Employment Agreement with Michael R. Sand (7)

10.9

Employment Agreement with Dean J. Brydon (7)

10.10

Timberland Bancorp, Inc. 2014 Equity Incentive Plan (8)

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 March 31, 2018, 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 June 1, 2017.

(3)

Incorporated by reference to the Registrant's Current Report on Form 8-K filed on April 16, 2007.

(4)

Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997.

(5)

Incorporated by reference to the Registrant's 2004 Annual Meeting Proxy Statement dated December 24, 2003.

(6)

Incorporated by reference to the Exhibit 99.2 included in the Registrant's Registration Statement on Form S-8 (333-1161163).


50


(7)

Incorporated by reference to the Registrant's Current Report on Form 8-K filed on March 29, 2013.

(8)

Attached as Appendix A to the Registrant's Annual Meeting Proxy Statement filed on December 19, 2014.


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SIGNATURES


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


Timberland Bancorp, Inc. 

Date: May 8, 2018

By:  /s/ Michael R. Sand                                   

Michael R. Sand 

Chief Executive Officer 

(Principal Executive Officer) 

Date: May 8, 2018

By:   /s/ Dean J. Brydon                                    

Dean J. Brydon 

Chief Financial Officer

(Principal Financial Officer)


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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 March 31, 2018, 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






53