Equibles

10-Q

First Northwest Bancorp (FNWB)

10-Q 2020-08-10 For: 2020-06-30
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____

Commission File Number: 001-36741

FIRST NORTHWEST BANCORP

(Exact name of registrant as specified in its charter)

Washington 46-1259100
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer I.D. Number)
105 West 8th Street, Port Angeles, Washington 98362
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (360) 457-0461

Securities registered pursuant to Section 12(b) of the Act:

Title of each class: Trading Symbol(s): Name of each exchange on which registered:
Common Stock, par value $0.01 per share FNWB The Nasdaq Stock Market LLC

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).     Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒
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 ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 4, 2020, there were 10,302,737 shares of common stock, $0.01 par value per share, outstanding.

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Table of Contents

FIRST NORTHWEST BANCORP

FORM 10-Q

TABLE OF CONTENTS

PART 1 - FINANCIAL INFORMATION
Page
Item 1 - Financial Statements (Unaudited) 3
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 33
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 49
Item 4 - Controls and Procedures 49
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 50
Item 1A - Risk Factors 50
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 50
Item 3 - Defaults Upon Senior Securities 51
Item 4 - Mine Safety Disclosures 51
Item 5 - Other Information 51
Item 6 - Exhibits 52
SIGNATURES 53

As used in this report, the terms, “we,” “our,” and “us,” and “Company” refer to First Northwest Bancorp ("First Northwest") and its consolidated subsidiary, unless the context indicates otherwise. When we refer to “First Federal” or the “Bank” in this report, we are referring to First Federal Savings and Loan Association of Port Angeles, the wholly owned subsidiary of First Northwest Bancorp.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share information) (Unaudited)

December 31, 2019
ASSETS **** ****
Cash and due from banks 16,346 $ 13,519
Interest-bearing deposits in banks 33,242 35,220
Investment securities available for sale, at fair value 364,273 315,580
Loans held for sale 3,111 503
Loans receivable (net of allowance for loan losses of 12,109 and 9,628) 986,351 878,437
Federal Home Loan Bank (FHLB) stock, at cost 6,074 6,034
Accrued interest receivable 5,360 3,931
Premises and equipment, net 14,188 14,342
Mortgage servicing rights, net 1,098 871
Bank-owned life insurance, net 37,482 30,027
Prepaid expenses and other assets 11,334 8,872
Total assets 1,478,859 $ 1,307,336
LIABILITIES AND SHAREHOLDERS' EQUITY **** ****
Deposits 1,170,325 $ 1,001,645
Borrowings 112,379 112,930
Accrued interest payable 253 373
Accrued expenses and other liabilities 18,184 14,392
Advances from borrowers for taxes and insurance 1,403 1,145
Total liabilities 1,302,544 1,130,485
Shareholders' Equity
Preferred stock, 0.01 par value, authorized 5,000,000 shares, no shares issued or outstanding — —
Common stock, 0.01 par value, authorized 75,000,000 shares; issued and outstanding 10,432,963 shares at June 30, 2020, and 10,731,639 shares at December 31, 2019 103 107
Additional paid-in capital 98,421 102,017
Retained earnings 86,633 86,156
Accumulated other comprehensive income (loss), net of tax 717 (1,539 )
Unearned employee stock ownership plan (ESOP) shares (9,559 ) (9,890 )
Total shareholders' equity 176,315 176,851
Total liabilities and shareholders' equity 1,478,859 $ 1,307,336

All values are in US Dollars.

See selected notes to the consolidated financial statements.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data) (Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 2020 2019
INTEREST INCOME
Interest and fees on loans receivable $ 10,236 $ 10,473 $ 20,072 $ 20,565
Interest on mortgage-backed securities 740 1,192 1,699 2,449
Interest on investment securities 1,316 969 2,385 1,979
Interest on deposits and other 8 58 76 125
FHLB dividends 55 88 102 176
Total interest income 12,355 12,780 24,334 25,294
INTEREST EXPENSE
Deposits 2,041 2,068 4,179 3,992
Borrowings 201 1,036 635 2,026
Total interest expense 2,242 3,104 4,814 6,018
Net interest income 10,113 9,676 19,520 19,276
PROVISION FOR LOAN LOSSES 1,500 255 2,766 590
Net interest income after provision for loan losses 8,613 9,421 16,754 18,686
NONINTEREST INCOME
Loan and deposit service fees 765 995 1,646 1,900
Mortgage servicing fees, net of amortization (172 ) 54 (157 ) 99
Net gain on sale of loans 2,001 88 2,384 175
Net gain on sale of investment securities 661 57 1,266 57
Increase in cash surrender value of bank-owned life insurance 627 145 955 288
Other income 227 84 333 155
Total noninterest income 4,109 1,423 6,427 2,674
NONINTEREST EXPENSE
Compensation and benefits 5,966 4,753 11,327 9,326
Data processing 769 667 1,459 1,298
Occupancy and equipment 1,345 1,140 2,696 2,248
Supplies, postage, and telephone 284 242 495 470
Regulatory assessments and state taxes 223 195 397 364
Advertising 377 229 649 372
Professional fees 354 331 754 629
FDIC insurance premium 70 77 70 154
FHLB prepayment penalty — — 210 —
Other expense 894 638 1,607 1,211
Total noninterest expense 10,282 8,272 19,664 16,072
INCOME BEFORE PROVISION FOR INCOME TAXES 2,440 2,572 3,517 5,288
PROVISION FOR INCOME TAXES 464 493 668 1,002
NET INCOME $ 1,976 $ 2,079 $ 2,849 $ 4,286
Basic and diluted earnings per common share $ 0.21 $ 0.21 $ 0.30 $ 0.43

See selected notes to the consolidated financial statements.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands) (Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 2020 2019
NET INCOME $ 1,976 $ 2,079 $ 2,849 $ 4,286
Other comprehensive income:
Unrealized holding gains arising during the period 12,018 2,313 4,121 4,343
Income tax provision related to unrealized holding gains (2,523 ) (487 ) (865 ) (914 )
Reclassification adjustment for gains on sales of securities realized in income (661 ) (57 ) (1,266 ) (57 )
Income tax provision related to reclassification adjustment on sales of securities 139 12 266 12
Other comprehensive income, net of tax 8,973 1,781 2,256 3,384
COMPREHENSIVE INCOME $ 10,949 $ 3,860 $ 5,105 $ 7,670

See selected notes to the consolidated financial statements.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

For the Three Months Ended June 30, 2020 and 2019

(Dollars in thousands, except share information) (Unaudited)

Additional Paid-in Retained Unearned ESOP Accumulated Other Comprehensive (Loss) Total Shareholders'
Amount Capital Earnings Shares Income, Net of Tax Equity
BALANCE, March 31, 2019 10,992,181 $ 110 $ 104,374 $ 82,436 $ (10,385 ) $ (3,128 ) $ 173,407
Net income 2,079 2,079
Common stock repurchased (63,000 ) (1 ) (628 ) (392 ) (1,021 )
Restricted stock award forfeitures (4,000 ) — — —
Other comprehensive income, net of tax 1,781 1,781
Share-based compensation 270 270
ESOP shares committed to be released 48 165 213
Cash dividends declared and paid (0.03 per share) (328 ) (328 )
BALANCE, June 30, 2019 10,925,181 $ 109 $ 104,064 $ 83,795 $ (10,220 ) $ (1,347 ) $ 176,401
BALANCE, March 31, 2020 10,432,963 $ 104 $ 99,479 $ 85,549 $ (9,725 ) $ (8,256 ) $ 167,151
Net income 1,976 1,976
Common stock repurchased (130,237 ) (1 ) (1,301 ) (370 ) (1,672 )
Restricted stock award forfeitures net of grants 23,500 — — —
Other comprehensive income, net of tax 8,973 8,973
Share-based compensation 251 251
ESOP shares committed to be released (8 ) 166 158
Cash dividends declared and paid (0.05 per share) (522 ) (522 )
BALANCE, June 30, 2020 10,326,226 $ 103 $ 98,421 $ 86,633 $ (9,559 ) $ 717 $ 176,315

All values are in US Dollars.

Additional Paid-in Retained Unearned ESOP Accumulated Other Comprehensive (Loss) Total Shareholders'
Amount Capital Earnings Shares Income, Net of Tax Equity
BALANCE, December 31, 2018 11,170,018 $ 112 $ 105,825 $ 81,607 $ (10,549 ) $ (4,731 ) $ 172,264
Net income 4,286 4,286
Common stock repurchased (240,837 ) (3 ) (2,405 ) (1,439 ) (3,847 )
Restricted stock award forfeitures (4,000 ) — — —
Other comprehensive income, net of tax 3,384 3,384
Share-based compensation 553 553
ESOP shares committed to be released 91 329 420
Cash dividends declared and paid (0.06 per share) (659 ) (659 )
BALANCE, June 30, 2019 10,925,181 $ 109 $ 104,064 $ 83,795 $ (10,220 ) $ (1,347 ) $ 176,401
BALANCE, December 31, 2019 10,731,639 $ 107 $ 102,017 $ 86,156 $ (9,890 ) $ (1,539 ) $ 176,851
Net income 2,849 2,849
Common stock repurchased (418,513 ) (4 ) (4,181 ) (1,317 ) (5,502 )
Restricted stock award grants net of forfeitures 13,100 — — —
Other comprehensive income, net of tax 2,256 2,256
Share-based compensation 555 555
ESOP shares committed to be released 30 331 361
Cash dividends declared and paid (0.10 per share) (1,055 ) (1,055 )
BALANCE, June 30, 2020 10,326,226 $ 103 $ 98,421 $ 86,633 $ (9,559 ) $ 717 $ 176,315

All values are in US Dollars.

See selected notes to the consolidated financial statements.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
Six Months Ended June 30,
--- --- --- --- --- --- ---
2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,849 $ 4,286
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization 675 667
Amortization and accretion of premiums and discounts on investments, net 954 920
(Accretion) amortization of deferred loan fees, net (767 ) 486
Amortization of mortgage servicing rights, net 347 119
Additions to mortgage servicing rights, net (574 ) (27 )
Net increase (decrease) on the valuation allowance on mortgage servicing rights — (3 )
Provision for loan losses 2,766 590
Allocation of ESOP shares 361 420
Share-based compensation 555 553
Gain on sale of loans, net (2,384 ) (175 )
Gain on sale of securities available for sale, net (1,266 ) (57 )
Increase in cash surrender value of life insurance, net (955 ) (288 )
Origination of loans held for sale (79,472 ) (10,432 )
Proceeds from loans held for sale 79,248 8,091
Change in assets and liabilities:
Increase in accrued interest receivable (1,429 ) (46 )
Increase in prepaid expenses and other assets (2,659 ) (3,606 )
Decrease in accrued interest payable (120 ) (132 )
Increase in accrued expenses and other liabilities 3,792 6,996
Net cash from operating activities 1,921 8,362
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available for sale (166,253 ) —
Proceeds from maturities, calls, and principal repayments of securities available for sale 26,296 12,860
Proceeds from sales of securities available for sale 94,432 3,558
Proceeds from maturities, calls, and principal repayments of securities held to maturity — 5,433
(Purchase) redemption of FHLB stock (40 ) 154
Purchase of bank-owned life insurance (6,500 ) —
Net increase in loans receivable (110,316 ) (11,182 )
Purchase of premises and equipment, net (521 ) (131 )
Net cash from investing activities (162,902 ) 10,692

See selected notes to the consolidated financial statements.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
Six Months Ended June 30,
--- --- --- --- --- --- ---
2020 2019
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits $ 168,680 $ (6,995 )
Proceeds from long-term FHLB advances 30,000 —
Repayment of long-term FHLB advances (30,000 ) —
Net decrease in short-term FHLB advances (551 ) (5,215 )
Net increase in advances from borrowers for taxes and insurance 258 161
Dividends paid (1,055 ) (659 )
Repurchase of common stock (5,502 ) (3,847 )
Net cash from financing activities 161,830 (16,555 )
NET INCREASE IN CASH AND CASH EQUIVALENTS 849 2,499
CASH AND CASH EQUIVALENTS, beginning of period 48,739 26,323
CASH AND CASH EQUIVALENTS, end of period $ 49,588 $ 28,822
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest on deposits and borrowings $ 4,933 $ 6,151
Income taxes $ — $ 990
NONCASH INVESTING ACTIVITIES
Unrealized gain on securities available for sale $ 2,855 $ 4,286
Loans transferred to real estate owned and repossessed assets, net of deferred loan fees and allowance for loan losses $ 403 $ 160
Lease liabilities arising from obtaining right-of-use assets $ 902 $ —

See selected notes to the consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Basis of Presentation and Critical Accounting Policies

Organization and Nature of business - First Northwest Bancorp, a Washington corporation, became the holding company of First Federal Savings and Loan Association of Port Angeles on January 29, 2015, upon completion of the Bank's conversion from a mutual to stock form of organization (the "Conversion"). In connection with the Conversion, the Company issued an aggregate of 12,167,000 shares of common stock at an offering price of $10.00 per share for gross proceeds of $121.7 million. An additional 933,360 shares of Company common stock and $400,000 in cash were contributed to the First Federal Community Foundation ("Foundation"), a charitable foundation that was established in connection with the Conversion, resulting in the issuance of a total of 13,100,360 shares. The Company received $117.6 million in net proceeds from the stock offering of which $58.4 million were contributed to the Bank upon Conversion.

Pursuant to the Bank's Plan of Conversion (the "Plan") adopted by its Board of Directors, and as approved by its members, the Company established an employee stock ownership plan ("ESOP"). On December 18, 2015, the ESOP completed its open market purchases, with funds borrowed from the Company, of 8% of the common stock issued in the Conversion for a total of 1,048,029 shares.

First Northwest's business activities generally are limited to passive investment activities and oversight of its investment in First Federal. Accordingly, the information set forth in this report, including the consolidated unaudited financial statements and related data, relates primarily to the Bank.

The Bank is a community-oriented financial institution providing commercial and consumer banking services to individuals and businesses in Western Washington State with offices in Clallam, Jefferson, Kitsap, King, and Whatcom counties. These services include deposit and lending transactions that are supplemented with borrowing and investing activities.

Basis of presentation - The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles ("GAAP") for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial statements in accordance with GAAP have been included. Operating results for the three and six months ended June 30, 2020, are not necessarily indicative of the results that may be expected for future periods.

In preparing the unaudited interim consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to a determination of the allowance for loan losses ("ALLL"), fair value of financial instruments, and deferred tax assets and liabilities.

Principles of consolidation - The accompanying consolidated financial statements include the accounts of First Northwest Bancorp and its wholly owned subsidiary, First Federal. All material intercompany accounts and transactions have been eliminated in consolidation.

Subsequent Events - The Company has evaluated subsequent events for potential recognition and disclosure and has included additional information where appropriate.

Recently adopted accounting pronouncements

In August 2018, FASB issued ASU No. 2018-13, Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which removes, modifies, and adds certain disclosure requirements related to fair value measurements in ASC 820. This guidance eliminates certain disclosure requirements for fair value measurements: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, an entity’s policy for the timing of transfers between levels of the fair value hierarchy and an entity’s valuation processes for Level 3 fair value measurements. This guidance also adds new disclosure requirements for public entities: changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements of instruments held at the end of the reporting period, and the range and weighted average of significant unobservable inputs used to develop recurring and nonrecurring Level 3 fair value measurements, including how the weighted average is calculated. Furthermore, this guidance modifies certain requirements which will involve disclosing: transfers into and out of Level 3 of the fair value hierarchy, purchases and issuances of Level 3 assets and liabilities, and information about the measurement uncertainty of Level 3 fair value measurements as of the reporting date. This guidance is effective for public companies in fiscal years beginning after December 15, 2019, with early adoption permitted. This ASU did not have a material impact on the Company's consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In August 2018, FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, to provide guidance on implementation costs incurred in a cloud computing arrangement that is a service contract. The ASU aligns the accounting for such costs with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC 350 to include in its scope implementation costs of such arrangements that are service contracts and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized. This ASU, which is effective for fiscal years beginning after December 15, 2019, did not have a material impact on the Company’s financial statements.

In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments. The amendments represent clarification and improvements to the codification and correct unintended application. This standard was effective immediately upon issuance and its adoption did not have a material effect on the Company’s financial statements.

Recently issued accounting pronouncements not yet adopted

Credit Losses

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Loss, which updates the guidance on recognition and measurement of credit losses for financial assets. The new requirements, known as the current expected credit loss model (CECL) will require entities to adopt an impairment model based on expected losses rather than incurred losses. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Upon adoption, the Company will change processes and procedures to calculate the allowance for loan losses, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. In addition, the current accounting policy and procedures for other-than-temporary impairment on investment securities available for sale will be replaced with an allowance approach.

Additional updates were issued in ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging (Topic 825), Financial Instruments. This ASU clarifies and improves guidance related to the previously issued standards on credit losses, hedging and recognition and measurement of financial instruments. The amendments provide entities with various measurement alternatives and policy elections related to accounting for credit losses and accrued interest receivable balances. Entities are also able to elect a practical expedient to separately disclose the total amount of accrued interest included in the amortized cost basis as a single balance to meet certain disclosure requirements. The amendments clarify that the estimated allowance for credit losses should include all expected recoveries of financial assets and trade receivables that were previously written off and expected to be written off. The amendments also allow entities to use projections of future interest rate environments when using a discounted cash flow method to measure expected credit losses on variable-rate financial instruments.

In addition, new updates were issued through ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief. This amendment allows entities to elect the fair value option on certain financial instruments. On adoption, an entity is allowed to irrevocably elect the fair value option on an instrument-by-instrument basis. This alternative is available for all instruments in the scope of Subtopic 326-20 except for existing held-to-maturity debt securities. If an entity elects the fair value option, the difference between the instrument’s fair value and carrying amount is recognized as a cumulative-effect adjustment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In November 2019, the FASB issued ASU 2019-10 which defers the effective date for this guidance for smaller reporting companies from the interim and annual periods beginning after December 15, 2020 to the interim and annual periods beginning after December 15, 2022. Early adoption is permitted for interim and annual periods beginning after December 15, 2018. The Company plans to defer adoption of CECL until January 1, 2023.

The Company is evaluating the provisions of ASU No. 2016-13, ASU No. 2019-04 and ASU No. 2019-05, and will closely monitor developments and additional guidance to determine the potential impact on the Company’s consolidated financial statements. At this time, we cannot reasonably estimate the impact the implementation of these ASUs will have on the Company's consolidated financial statements. The Company's internal project management team continues to review models, work with our third-party vendor, and discuss changes to processes and procedures to ensure the Company is fully compliant with the amendments at the adoption date.

Other Pronouncements

In December 2019, FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The standard also clarifies and amends existing guidance to improve consistent application. This ASU, which is effective for fiscal years beginning after December 15, 2020, is not expected to have a material impact on the Company's financial statements. Early adoption is permitted.

In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. ASU 2020-01 clarifies the interaction between accounting standards related to equity securities, equity method investments, and certain derivatives including accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The ASU, which is effective for fiscal years beginning after December 15, 2020, is not expected to have a material effect on the Company's financial statements.

In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments are effective for the Company as of March 12, 2020 through December 31, 2022. The Company does not believe this standard will have a material impact on its financial statements.

Reclassifications - Certain amounts in the unaudited interim consolidated financial statements for prior periods have been reclassified to conform to the current unaudited financial statement presentation with no effect on net income or shareholders' equity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 - Securities

The amortized cost, gross unrealized gains and losses, and estimated fair value of securities classified as available-for-sale at June 30, 2020 are summarized as follows:

Gross Gross Estimated
Amortized Cost Unrealized Gains Unrealized Losses Fair Value
(In thousands)
Available for Sale ****
Municipal bonds $ 104,641 $ 3,337 $ (368 ) $ 107,610
U.S. government agency issued asset-backed securities (ABS agency) 63,220 662 (3,063 ) 60,819
Corporate issued asset-backed securities (ABS corporate) 41,695 — (1,891 ) 39,804
Corporate issued debt securities (Corporate debt) 22,486 134 (192 ) 22,428
U.S. Small Business Administration securities (SBA) 23,338 221 (12 ) 23,547
Mortgage-backed securities:
U.S. government agency issued mortgage-backed securities (MBS agency) 100,113 2,578 (44 ) 102,647
Corporate issued mortgage-backed securities (MBS corporate) 7,873 4 (459 ) 7,418
Total securities available for sale $ 363,366 $ 6,936 $ (6,029 ) $ 364,273

The amortized cost, gross unrealized gains and losses, and estimated fair value of securities classified as available-for-sale at December 31, 2019, are summarized as follows:

Gross Gross Estimated
Amortized Cost Unrealized Gains Unrealized Losses Fair Value
(In thousands)
Available for Sale ****
Municipal bonds $ 39,524 $ 125 $ (367 ) $ 39,282
ABS agency 29,796 — (938 ) 28,858
ABS corporate 41,728 — (873 ) 40,855
Corporate debt 9,986 — (343 ) 9,643
SBA 28,423 72 (36 ) 28,459
Mortgage-backed securities:
MBS agency 159,697 811 (341 ) 160,167
MBS corporate 8,374 — (58 ) 8,316
Total securities available for sale $ 317,528 $ 1,008 $ (2,956 ) $ 315,580

There were no securities classified as held-to-maturity at  June 30, 2020 and  December 31, 2019.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following shows the unrealized gross losses and fair value of the investment portfolio by length of time that individual securities in each category have been in a continuous loss position as of June 30, 2020:

Less Than Twelve Months Twelve Months or Longer Total
Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value
(In thousands)
Available for Sale **** **** ****
Municipal bonds $ (368 ) $ 14,515 $ — $ — $ (368 ) $ 14,515
ABS agency (318 ) 8,086 (2,745 ) 23,025 (3,063 ) 31,111
ABS corporate (93 ) 3,787 (1,798 ) 36,017 (1,891 ) 39,804
Corporate debt (3 ) 997 (189 ) 4,811 (192 ) 5,808
SBA — — (12 ) 4,020 (12 ) 4,020
Mortgage-backed securities:
MBS agency (44 ) 13,994 — 7 (44 ) 14,001
MBS corporate (37 ) 2,215 (422 ) 3,750 (459 ) 5,965
Total available for sale $ (863 ) $ 43,594 $ (5,166 ) $ 71,630 $ (6,029 ) $ 115,224

The following shows the unrealized gross losses and fair value of the investment portfolio by length of time that individual securities in each category have been in a continuous loss position as of December 31, 2019:

Less Than Twelve Months Twelve Months or Longer Total
Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value
(In thousands)
Available for Sale **** **** **** **** **** **** **** **** **** **** **** **** **** **** ****
Municipal bonds $ (367 ) $ 29,928 $ — $ — $ (367 ) $ 29,928
ABS agency (59 ) 3,855 (879 ) 25,002 (938 ) 28,857
ABS corporate (31 ) 3,848 (842 ) 37,007 (873 ) 40,855
Corporate debt (17 ) 4,983 (326 ) 4,660 (343 ) 9,643
SBA — — (36 ) 15,034 (36 ) 15,034
Mortgage-backed securities:
MBS agency (166 ) 18,744 (175 ) 47,463 (341 ) 66,207
MBS corporate — — (58 ) 8,316 (58 ) 8,316
Total available for sale $ (640 ) $ 61,358 $ (2,316 ) $ 137,482 $ (2,956 ) $ 198,840

The Company may hold certain investment securities in an unrealized loss position that are not considered other than temporarily impaired ("OTTI"). At June 30, 2020 and December 31, 2019, there were 33 and 62 investment securities in an unrealized loss position, respectively.

We believe that the unrealized losses on our investment securities relate principally to the general change in interest rates, market demand, and related volatility, rather than credit quality, that has occurred since the initial purchase, and such unrecognized losses or gains will continue to vary with general interest rate level and market fluctuations in the future. Certain investments in a loss position are guaranteed by government entities or government sponsored entities. The Company does not intend to sell the securities in an unrealized loss position and believes it is not likely it will be required to sell these investments prior to a market price recovery or maturity.

There were no OTTI losses during the three and six months ended June 30, 2020 and 2019.

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(Unaudited)

The amortized cost and estimated fair value of investment securities by contractual maturity are shown in the following tables at the dates indicated. Expected maturities of mortgage-backed securities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties; therefore, these securities are shown separately.

June 30, 2020
Available-for-Sale
Amortized Cost Estimated Fair Value
(In thousands)
Mortgage-backed securities:
Due within one year $ — $ —
Due after one through five years 8,574 8,791
Due after five through ten years 218 219
Due after ten years 99,194 101,055
Total mortgage-backed securities 107,986 110,065
All other investment securities:
Due within one year — —
Due after one through five years 3,034 3,112
Due after five through ten years 54,171 52,943
Due after ten years 198,175 198,153
Total all other investment securities 255,380 254,208
Total investment securities $ 363,366 $ 364,273
December 31, 2019
--- --- --- --- ---
Available-for-Sale
Amortized Cost Estimated Fair Value
(In thousands)
Mortgage-backed securities:
Due within one year $ — $ —
Due after one through five years 13,360 13,391
Due after five through ten years 6,261 6,257
Due after ten years 148,450 148,835
Total mortgage-backed securities 168,071 168,483
All other investment securities:
Due within one year — —
Due after one through five years 2,043 2,084
Due after five through ten years 58,460 57,680
Due after ten years 88,954 87,333
Total all other investment securities 149,457 147,097
Total investment securities $ 317,528 $ 315,580

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(Unaudited)

Sales of securities available-for-sale for the periods shown are summarized as follows:

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(In thousands) (In thousands)
Proceeds from sales $ 54,359 $ 3,558 $ 94,432 $ 3,558
Gross realized gains 867 57 1,504 57
Gross realized losses (206 ) — (238 ) —

Note 3 - Loans Receivable

Loans receivable consisted of the following at the dates indicated:

June 30, 2020 December 31, 2019
(In thousands)
Real Estate:
One-to-four family $ 325,349 $ 306,014
Multi-family 103,279 96,098
Commercial real estate 267,233 255,722
Construction and land 58,153 37,187
Total real estate loans 754,014 695,021
Consumer:
Home equity 33,696 35,046
Auto and other consumer 109,214 112,119
Total consumer loans 142,910 147,165
Commercial business loans 99,477 41,571
Total loans 996,401 883,757
Less:
Net deferred loan fees 1,842 206
Premium on purchased loans, net (3,901 ) (4,514 )
Allowance for loan losses 12,109 9,628
Total loans receivable, net $ 986,351 $ 878,437

Allowance for Loan Losses. The Company maintains a general allowance for loan losses based on evaluating known and inherent risks in the loan portfolio, including management’s continuing analysis of the factors underlying the quality of the loan portfolio. These factors include changes in the size and composition of the loan portfolio, actual loan loss experience, and current and anticipated economic conditions. The reserve is an estimate based upon factors and trends identified by management at the time the financial statements are prepared.

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The following tables summarize changes in the ALLL and loan portfolio by segment and impairment method for the periods shown:

At or For the Three Months Ended June 30, 2020
One-to- Commercial Construction Home Auto and other Commercial
four family Multi-family real estate and land equity consumer business Unallocated Total
(In thousands)
ALLL:
Beginning balance $ 3,396 $ 923 $ 2,722 $ 592 $ 449 $ 2,317 $ 250 $ 181 $ 10,830
Provision for (recapture of) loan losses 383 205 299 146 (20 ) 157 213 117 1,500
Charge-offs — — — — — (240 ) — — (240 )
Recoveries 1 — — — — 18 — — 19
Ending balance $ 3,780 $ 1,128 $ 3,021 $ 738 $ 429 $ 2,252 $ 463 $ 298 $ 12,109
At or For the Six Months Ended June 30, 2020
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
One-to- Commercial Construction Home Auto and other Commercial
four family Multi-family real estate and land equity consumer business Unallocated Total
(In thousands)
ALLL:
Beginning balance $ 3,024 $ 888 $ 2,243 $ 399 $ 454 $ 2,261 $ 208 $ 151 $ 9,628
Provision for (recapture of) loan losses 702 240 778 337 (26 ) 333 255 147 2,766
Charge-offs — — — — — (374 ) — — (374 )
Recoveries 54 — — 2 1 32 — — 89
Ending balance $ 3,780 $ 1,128 $ 3,021 $ 738 $ 429 $ 2,252 $ 463 $ 298 $ 12,109
At June 30, 2020
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
One-to- Commercial Construction Home Auto and other Commercial
four family Multi-family real estate and land equity consumer business Unallocated Total
(In thousands)
Total ALLL $ 3,780 $ 1,128 $ 3,021 $ 738 $ 429 $ 2,252 $ 463 $ 298 $ 12,109
General reserve 3,734 1,128 3,021 737 421 2,096 463 298 11,898
Specific reserve 46 — — 1 8 156 — — 211
Total loans $ 325,349 $ 103,279 $ 267,233 $ 58,153 $ 33,696 $ 109,214 $ 99,477 $ — $ 996,401
Loans collectively evaluated (1) 321,575 102,982 266,076 58,016 33,402 108,318 99,170 — 989,539
Loans individually evaluated (2) 3,774 297 1,157 137 294 896 307 — 6,862
^(1)^ Loans collectively evaluated for general reserves.
---
^(2)^ Loans individually evaluated for specific reserves.

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At or For the Three Months Ended June 30, 2019
One-to- Commercial Construction Home Auto and other Commercial
four family Multi-family real estate and land equity consumer business Unallocated Total
(In thousands)
ALLL:
Beginning balance $ 3,441 $ 769 $ 2,337 $ 700 $ 467 $ 1,678 $ 191 $ 176 $ 9,759
(Recapture of) provision for loan losses (25 ) (118 ) 20 11 (22 ) 416 (20 ) (7 ) 255
Charge-offs — — — — — (362 ) — — (362 )
Recoveries 1 — — — 20 58 — — 79
Ending balance $ 3,417 $ 651 $ 2,357 $ 711 $ 465 $ 1,790 $ 171 $ 169 $ 9,731
At or For the Six Months Ended June 30, 2019
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
One-to- Commercial Construction Home Auto and other Commercial
four family Multi-family real estate and land equity consumer business Unallocated Total
(In thousands)
ALLL:
Beginning balance $ 3,297 $ 762 $ 2,289 $ 585 $ 480 $ 1,611 $ 334 $ 175 $ 9,533
Provision for (recapture of) loan losses 117 (111 ) 68 126 (36 ) 593 (161 ) (6 ) 590
Charge-offs — — — — — (548 ) (4 ) — (552 )
Recoveries 3 — — — 21 134 2 — 160
Ending balance $ 3,417 $ 651 $ 2,357 $ 711 $ 465 $ 1,790 $ 171 $ 169 $ 9,731
At December 31, 2019
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
One-to- Commercial Construction Home Auto and other Commercial
four family Multi-family real estate and land equity consumer business Unallocated Total
(In thousands)
Total ALLL $ 3,024 $ 888 $ 2,243 $ 399 $ 454 $ 2,261 $ 208 $ 151 $ 9,628
General reserve 2,993 887 2,235 399 439 2,119 203 151 9,426
Specific reserve 31 1 8 — 15 142 5 — 202
Total loans $ 306,014 $ 96,098 $ 255,722 $ 37,187 $ 35,046 $ 112,119 $ 41,571 $ — $ 883,757
Loans collectively evaluated (1) 303,026 95,991 253,839 37,158 34,775 111,271 41,308 — 877,368
Loans individually evaluated (2) 2,988 107 1,883 29 271 848 263 — 6,389
^(1)^ Loans collectively evaluated for general reserves.
---
^(2)^ Loans individually evaluated for specific reserves.

Impaired loans. A loan is considered impaired when First Federal has determined that it may be unable to collect payments of principal or interest when due under the contractual terms of the loan. Impairment is measured on a loan-by-loan basis for all loans in the portfolio except smaller balance homogeneous loans and certain qualifying troubled debt restructuring ("TDR") loans.

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The following table presents a summary of loans individually evaluated for impairment by portfolio segment at the dates indicated:

June 30, 2020 December 31, 2019
Recorded Investment Unpaid Principal Balance Related Allowance Recorded Investment Unpaid Principal Balance Related Allowance
(In thousands)
With no allowance recorded:
One-to-four family $ 316 $ 344 $ — $ 297 $ 332 $ —
Multi-family 297 297 — — — —
Commercial real estate 1,157 1,311 — 1,240 1,320 —
Construction and land 110 142 — — 33 —
Home equity 62 119 — 45 110 —
Auto and other consumer — 270 — 251 548 —
Commercial business 307 307 — — — —
Total 2,249 2,790 — 1,833 2,343 —
With an allowance recorded:
One-to-four family $ 3,458 $ 3,669 $ 46 2,691 2,911 31
Multi-family — — — 107 107 1
Commercial real estate — — — 643 643 8
Construction and land 27 27 1 29 29 —
Home equity 232 292 8 226 286 15
Auto and other consumer 896 1,174 156 597 690 142
Commercial business — — — 263 263 5
Total 4,613 5,162 211 4,556 4,929 202
Total impaired loans:
One-to-four family 3,774 4,013 46 2,988 3,243 31
Multi-family 297 297 — 107 107 1
Commercial real estate 1,157 1,311 — 1,883 1,963 8
Construction and land 137 169 1 29 62 —
Home equity 294 411 8 271 396 15
Auto and other consumer 896 1,444 156 848 1,238 142
Commercial business 307 307 — 263 263 5
Total $ 6,862 $ 7,952 $ 211 $ 6,389 $ 7,272 $ 202

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(Unaudited)

The following table presents a summary of loans individually evaluated for impairment by portfolio segment at the dates indicated:

Three Months Ended Six Months Ended
June 30, 2020 June 30, 2020
Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized
(In thousands) (In thousands)
With no allowance recorded:
One-to-four family $ 153 $ 9 $ 130 $ 9
Multi-family 198 — 148 —
Commercial real estate 1,205 — 1,218 15
Construction and land 36 — 18 —
Home equity 48 1 46 —
Auto and other consumer — 12 — 14
Commercial business 102 — 51 —
Total 1,742 22 1,611 38
With an allowance recorded:
One-to-four family 2,932 71 2,804 112
Multi-family 170 — 237 —
Commercial real estate 429 — 536 —
Construction and land 28 2 28 2
Home equity 246 5 247 10
Auto and other consumer 765 20 727 29
Commercial business 175 — 219 —
Total 4,745 98 4,798 153
Total impaired loans:
One-to-four family 3,085 80 2,934 121
Multi-family 368 — 385 —
Commercial real estate 1,634 — 1,754 15
Construction and land 64 2 46 2
Home equity 294 6 293 10
Auto and other consumer 765 32 727 43
Commercial business 277 — 270 —
Total $ 6,487 $ 120 $ 6,409 $ 191

Interest income recognized on a cash basis on impaired loans for the three and six months ended June 30, 2020, was $56,000 and $126,000, respectively.

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(Unaudited)

The following table presents the average recorded investment in loans individually evaluated for impairment and the related interest income recognized for the periods shown:

Three Months Ended Six Months Ended
June 30, 2019 June 30, 2019
Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized
(In thousands) (In thousands)
With no allowance recorded:
One-to-four family $ 189 $ 3 $ 246 $ 5
Commercial real estate 1,278 13 1,288 25
Home equity 55 9 190 17
Auto and other consumer — 9 — 11
Total 1,522 34 1,724 58
With an allowance recorded:
One-to-four family 2,827 69 2,829 112
Multi-family 109 1 110 3
Commercial real estate 658 8 660 15
Construction and land 66 3 59 3
Home equity 307 8 303 13
Auto and other consumer 311 6 287 9
Commercial business 302 5 315 10
Total 4,580 100 4,563 165
Total impaired loans:
One-to-four family 3,016 72 3,075 117
Multi-family 109 1 110 3
Commercial real estate 1,936 21 1,948 40
Construction and land 66 3 59 3
Home equity 362 17 493 30
Auto and other consumer 311 15 287 20
Commercial business 302 5 315 10
Total $ 6,102 $ 134 $ 6,287 $ 223

Interest income recognized on a cash basis on impaired loans for the three and six months ended June 30, 2019, was $94,000 and $183,000, respectively.

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(Unaudited)

The following table presents the recorded investment in nonaccrual loans by class of loan at the dates indicated:

June 30, 2020 December 31, 2019
(In thousands)
One-to-four family $ 1,543 $ 698
Multi-family 297 —
Commercial real estate 35 109
Construction and land 137 29
Home equity 140 112
Auto and other consumer 896 848
Commercial business 308 —
Total nonaccrual loans $ 3,356 $ 1,796

Past due loans. **** Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. There were no loans past due 90 days or more and still accruing interest at June 30, 2020 and December 31, 2019.

The following table presents past due loans, net of partial loan charge-offs, by class, as of June 30, 2020:

30-59 Days 60-89 Days 90 Days or More Total
Past Due Past Due Past Due Past Due Current Total Loans
(In thousands)
Real Estate:
One-to-four family $ 1,594 $ 1,127 $ 444 $ 3,165 $ 322,184 $ 325,349
Multi-family — — 297 297 102,982 103,279
Commercial real estate — 76 — 76 267,157 267,233
Construction and land — — — — 58,153 58,153
Total real estate loans 1,594 1,203 741 3,538 750,476 754,014
Consumer:
Home equity 78 — 36 114 33,582 33,696
Auto and other consumer 772 520 566 1,858 107,356 109,214
Total consumer loans 850 520 602 1,972 140,938 142,910
Commercial business loans — — 307 307 99,170 99,477
Total loans $ 2,444 $ 1,723 $ 1,650 $ 5,817 $ 990,584 $ 996,401

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(Unaudited)

The following table presents past due loans, net of partial loan charge-offs, by class, as of December 31, 2019:

30-59 Days 60-89 Days 90 Days or More Total
Past Due Past Due Past Due Past Due Current Total Loans
(In thousands)
Real Estate:
One-to-four family $ 928 $ 92 $ 116 $ 1,136 $ 304,878 $ 306,014
Multi-family — — — — 96,098 96,098
Commercial real estate — — — — 255,722 255,722
Construction and land 38 — — 38 37,149 37,187
Total real estate loans 966 92 116 1,174 693,847 695,021
Consumer:
Home equity 299 24 — 323 34,723 35,046
Auto and other consumer 1,423 370 614 2,407 109,712 112,119
Total consumer loans 1,722 394 614 2,730 144,435 147,165
Commercial business loans — 115 — 115 41,456 41,571
Total loans $ 2,688 $ 601 $ 730 $ 4,019 $ 879,738 $ 883,757

Credit quality indicator. Federal regulations provide for the classification of lower quality loans and other assets, such as debt and equity securities, as substandard, doubtful, or loss; risk ratings 6, 7, and 8 in our 8-point risk rating system, respectively. An asset is considered substandard if it is inadequately protected by the current net worth and pay capacity of the borrower or of any collateral pledged. Substandard assets include those characterized by the distinct possibility that First Federal will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions, and values. Assets classified as loss are those considered uncollectible and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.

When First Federal classifies problem assets as either substandard or doubtful, it may establish a specific allowance to address the risk specifically or allow the loss to be addressed in the general allowance. General allowances represent loss allowances that have been established to recognize the inherent risk associated with lending activities but that, unlike specific allowances, have not been specifically allocated to certain problem assets. When an insured institution classifies problem assets as a loss, it is required to charge off such assets in the period in which they are deemed uncollectible. Assets that do not currently expose First Federal to enough risk to warrant classification as substandard or doubtful but do possess identified weaknesses are designated as either watch or special mention assets; risk ratings 4 and 5 in our risk rating system, respectively. Loans not otherwise classified are considered pass graded loans and are rated 1-3 in our risk rating system.

Additionally, First Federal categorizes loans as performing or nonperforming based on payment activity. Loans that are more than 90 days past due and nonaccrual loans are considered nonperforming.

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(Unaudited)

The following table represents the internally assigned grade as of  June 30, 2020, by class of loans:

Pass Watch Special Mention Substandard Total
(In thousands)
Real Estate:
One-to-four family $ 318,430 $ 4,197 $ 1,813 $ 909 $ 325,349
Multi-family 102,982 — — 297 103,279
Commercial real estate 256,775 7,117 2,133 1,208 267,233
Construction and land 45,547 12,384 74 148 58,153
Total real estate loans 723,734 23,698 4,020 2,562 754,014
Consumer:
Home equity 32,724 697 126 149 33,696
Auto and other consumer 103,857 2,654 1,776 927 109,214
Total consumer loans 136,581 3,351 1,902 1,076 142,910
Commercial business loans 97,960 51 — 1,466 99,477
Total loans $ 958,275 $ 27,100 $ 5,922 $ 5,104 $ 996,401

The following table represents the internally assigned grade as of December 31, 2019, by class of loans:

Pass Watch Special Mention Substandard Total
(In thousands)
Real Estate:
One-to-four family $ 301,312 $ 2,685 $ 1,148 $ 869 $ 306,014
Multi-family 95,694 — 107 297 96,098
Commercial real estate 251,531 97 2,800 1,294 255,722
Construction and land 35,897 1,184 77 29 37,187
Total real estate loans 684,434 3,966 4,132 2,489 695,021
Consumer:
Home equity 34,260 470 89 227 35,046
Auto and other consumer 107,327 3,243 594 955 112,119
Total consumer loans 141,587 3,713 683 1,182 147,165
Commercial business loans 39,653 376 263 1,279 41,571
Total loans $ 865,674 $ 8,055 $ 5,078 $ 4,950 $ 883,757

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(Unaudited)

The following table represents the credit risk profile based on payment activity as of June 30, 2020, by class of loans:

Nonperforming Performing Total
(In thousands)
Real Estate:
One-to-four family $ 1,543 $ 323,806 $ 325,349
Multi-family 297 102,982 103,279
Commercial real estate 35 267,198 267,233
Construction and land 137 58,016 58,153
Consumer:
Home equity 140 33,556 33,696
Auto and other consumer 896 108,318 109,214
Commercial business 308 99,169 99,477
Total loans $ 3,356 $ 993,045 $ 996,401

The following table represents the credit risk profile based on payment activity as of December 31, 2019, by class of loans:

Nonperforming Performing Total
(In thousands)
Real Estate:
One-to-four family $ 698 $ 305,316 $ 306,014
Multi-family — 96,098 96,098
Commercial real estate 109 255,613 255,722
Construction and land 29 37,158 37,187
Consumer:
Home equity 112 34,934 35,046
Auto and other consumer 848 111,271 112,119
Commercial business — 41,571 41,571
Total loans $ 1,796 $ 881,961 $ 883,757

Troubled debt restructuring. A TDR is a loan to a borrower who is experiencing financial difficulty that has been modified from its original terms and conditions in such a way that First Federal is granting the borrower a concession of some kind. First Federal has granted a variety of concessions to borrowers in the form of loan modifications. The modifications are generally related to the loan's interest rate, term and payment amount or a combination thereof.

The Coronavirus Aid, Relief, and Economic Security Act of 2020 signed into law on March 27, 2020, ("CARES Act") provided guidance around the modification of loans as a result of the COVID-19 pandemic, which outlined, among other criteria, that short-term modifications made on a good faith basis to borrowers who were current as defined under the CARES Act prior to any relief, are not TDRs. This includes short-term (i.e., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers are considered current under the CARES Act and related regulatory guidance if they are less than 30 days past due on their contractual payments at the time a modification program is implemented. As of  June 30, 2020, the Company had approved COVID-19 pandemic related loan modifications for 297 loans aggregating to $128.4 million, or 12.9% of loans receivable. Loan modifications in accordance with the CARES Act and related regulatory guidance are still subject to an evaluation in regard to determining whether or not a loan is deemed to be impaired.

The following table is a summary of information with respect to total COVID-19 loan modifications as of  June 30, 2020 (dollars in thousands):

Count Balance Percent
Real Estate: ****
One-to-four family 38 $ 11,157 8.7 %
Multi-family 8 25,150 19.6
Commercial real estate 37 70,800 55.1
Construction and land 13 6,939 5.4
Total real estate loans 96 114,046 88.8
Consumer: ****
Home equity 8 784 0.6
Auto and other consumer 182 9,620 7.5
Total consumer loans 190 10,404 8.1
Commercial business loans 11 3,970 3.1
Total loans 297 $ 128,420 100.0 %

The following table is a summary of information pertaining to TDR loans included in impaired loans at the dates indicated:

June 30, 2020 December 31, 2019
(In thousands)
Total TDR loans $ 2,495 $ 3,544
Allowance for loan losses related to TDR loans 31 41
Total nonaccrual TDR loans 110 81

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(Unaudited)

There were no newly restructured and renewals or modifications of existing TDR loans that occurred during the three and six months ended June 30, 2020 or June 30, 2019.

There were no TDR loans which incurred a payment default within 12 months of the restructure date during three and six months ended June 30, 2020.

The following table presents newly restructured and renewals or modifications of existing TDR loans by class that occurred during the three and six months ended June 30, 2019, by type of concession granted.

Number Rate Term Combination Total
of Contracts Modification Modification Modification Modifications
(Dollars in thousands)
Pre-modification outstanding recorded investment
One- to four-family 1 $ — $ 50 $ — $ 50
Post-modification outstanding recorded investment
One- to four-family 1 $ — $ 51 $ — $ 51

The following is a summary of TDR loans which incurred a payment default within 12 months of the restructure date during the three and six months ended June 30, 2019.

Number Rate Term Combination Total
of Contracts Modification Modification Modification Modifications
(Dollars in thousands)
TDR loans that subsequently defaulted
One- to four-family 1 $ — $ — $ 48 $ 48

No additional funds were committed to be advanced in connection with impaired loans at June 30, 2020.

The following table presents TDR loans by class at the dates indicated by accrual and nonaccrual status.

June 30, 2020 December 31, 2019
Accrual Nonaccrual Total Accrual Nonaccrual Total
(In thousands)
One-to-four family $ 2,231 $ 110 $ 2,341 $ 2,290 $ 81 $ 2,371
Multi-family — — — 107 — 107
Commercial real estate — — — 643 — 643
Home equity 154 — 154 160 — 160
Commercial business — — — 263 — 263
Total TDR loans $ 2,385 $ 110 $ 2,495 $ 3,463 $ 81 $ 3,544

Note 4 - Deposits

The aggregate amount of time deposits in excess of the Federal Deposit Insurance Corporation ("FDIC") insured limit, currently $250,000, at June 30, 2020 and December 31, 2019, were $94.0 million and $93.5 million, respectively. Deposits and weighted-average interest rates at the dates indicated are as follows:

June 30, 2020 December 31, 2019
Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate
(Dollars in thousands)
Savings $ 175,749 0.53% $ 168,983 0.86%
Transaction accounts 339,151 0.01% 276,496 0.03%
Money market accounts 330,261 0.44% 248,086 0.46%
Certificates of deposit 325,164 1.57% 308,080 1.85%
$ 1,170,325 0.64% $ 1,001,645 0.84%

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(Unaudited)

Maturities of certificates at the dates indicated are as follows:

June 30, 2020 December 31, 2019
(In thousands)
Within one year or less $ 240,053 $ 241,127
After one year through two years 60,814 42,274
After two years through three years 9,353 11,167
After three years through four years 8,540 6,593
After four years through five years 6,404 6,919
After five years — —
$ 325,164 $ 308,080

Brokered certificates of deposits of $86.3 million and $51.6 million are included in the June 30, 2020 and December 31, 2019 certificate of deposits totals above, respectively.

Deposits at June 30, 2020 and December 31, 2019, included $76.9 million and $57.4 million, respectively, in public fund deposits. Investment securities with a carrying value of $43.2 million and $35.5 million were pledged as collateral for these deposits at June 30, 2020 and December 31, 2019, respectively. This exceeds the minimum collateral requirements established by the Washington Public Deposit Protection Commission.

Interest on deposits by type for the periods shown was as follows:

Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 2020 2019
(In thousands) (In thousands)
Savings $ 269 $ 372 $ 609 $ 688
Transaction accounts 4 36 23 72
Money market accounts 400 313 756 633
Certificates of deposit 1,368 1,347 2,791 2,599
$ 2,041 $ 2,068 $ 4,179 $ 3,992

Note 5 - Federal Taxes on Income

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. These calculations are based on many complex factors including estimates of the timing of reversals of temporary differences, the interpretation of federal income tax laws, and a determination of the differences between the tax and the financial reporting basis of assets and liabilities. Actual results could differ significantly from the estimates and interpretations used in determining the current and deferred income tax assets and liabilities.

The effective tax rates were 18.9% and 18.9% for the six months ended June 30, 2020 and 2019, respectively. The effective tax rates differ from the statutory maximum federal tax rate for 2020 and 2019 of 21%, largely due to the nontaxable earnings on bank owned life insurance and tax-exempt interest income earned on certain investment securities and loans.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6 - Earnings per Share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. In addition, nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the computation of earnings per share.

The following table presents a reconciliation of the components used to compute basic and diluted earnings per share for the three and six months ended June 30, 2020 and 2019.

Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 2020 2019
(In thousands, except share data) (In thousands, except share data)
Numerator:
Net income $ 1,976 $ 2,079 $ 2,849 $ 4,286
Denominator:
Basic weighted average common shares outstanding 9,373,253 9,856,423 9,488,197 9,916,423
Dilutive restricted stock grants 34,870 100,664 40,011 90,907
Diluted weighted average common shares outstanding 9,408,123 9,957,087 9,528,208 10,007,330
Basic earnings per share $ 0.21 $ 0.21 $ 0.30 $ 0.43
Diluted earnings per share $ 0.21 $ 0.21 $ 0.30 $ 0.43

Unallocated ESOP shares are not included as outstanding for either basic or diluted earnings per share calculations. As of June 30, 2020 and 2019, there were 767,522 and 820,556 shares in the ESOP that remain unallocated, respectively.

Potential dilutive shares are excluded from the computation of EPS if their effect is anti-dilutive. There were 35,508 and zero restricted stock award anti-dilutive weighted-average shares for the three months ended  June 30, 2020 and 2019 respectively. There were 28,111 and zero restricted stock award anti-dilutive weighted-average shares for the six months ended June 30, 2020 and 2019 respectively.

Note 7 - Employee Benefits

Employee Stock Ownership Plan

In connection with the Conversion, the Company established an ESOP for eligible employees of the Company and the Bank. Employees of the Company and the Bank who have been credited with at least 1,000 hours of service during a 12-month period are eligible to participate in the ESOP.

Pursuant to the Plan, the ESOP purchased shares in the open market with funds borrowed from First Northwest. The Bank will make contributions to the ESOP in amounts necessary to amortize the ESOP loan payable to First Northwest over a period of 20 years, bearing estimated interest at 2.46%. The loan is secured by shares purchased with the loan proceeds and will be repaid by the ESOP with funds from the Bank's discretionary contributions to the ESOP and earnings on the ESOP assets. An annual principal and interest payment of $835,000 was made by the ESOP during the six months ended June 30, 2020.

As shares are committed to be released from collateral, the Company reports compensation expense equal to the average daily market prices of the shares and the shares become outstanding for EPS computations. The compensation expense is accrued monthly throughout the year. Dividends on allocated ESOP shares are recorded as a reduction of retained earnings; dividends on unallocated ESOP shares are recorded as a reduction of debt and accrued interest.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Compensation expense related to the ESOP for the three months ended  June 30, 2020 and 2019, was $109,000 and $120,000, respectively. Compensation expense related to the ESOP for the six months ended June 30, 2020 and 2019, was $260,000 and $327,000, respectively.

Shares issued to the ESOP as of the dates indicated are as follows:

June 30, 2020 December 31, 2019
(Dollars in thousands)
Allocated shares 280,507 227,473
Committed to be released shares — 26,514
Unallocated shares 767,522 794,042
Total ESOP shares issued 1,048,029 1,048,029
Fair value of unallocated shares $ 9,533 $ 14,396

Note 8 - Stock-based Compensation

In May 2020, the Company's shareholders approved the First Northwest Bancorp 2020 Equity Incentive Plan ("2020 EIP"), which provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock shares or restricted stock units, and performance share awards to eligible participants through May 2030. The cost of awards under the 2020 EIP generally is based on the fair value of the awards on their grant date. The maximum number of shares that may be utilized for awards under the 2020 EIP is 520,000. At June 30, 2020, there were 520,000 total shares available for grant under the 2020 EIP, all of which are available to be granted as restricted shares.

As a result of the approval of the 2020 EIP, the First Northwest Bancorp 2015 Equity Incentive Plan (the "2015 EIP") was frozen and no additional awards will be made. At June 30, 2020, there were no shares available for grant under the 2015 EIP. At this date, there were 277,400 shares granted under the 2015 EIP that are expected to vest subject to the 2015 EIP plan provisions.

During the three and six months ended June 30, 2020, 27,500 and 62,600 shares of restricted stock were awarded, respectively, and no stock options were granted. There were no shares of restricted stock awarded during the three and six months ended June 30, 2019. Awarded shares of restricted stock vest ratably over five years from the date of grant provided the eligible participant remains in service to the Company. The Company recognizes compensation expense for the restricted stock awards based on the fair value of the shares at the grant date amortized over five years.

For the three months ended June 30, 2020 and 2019, total compensation expense for the 2015 EIP was $250,000 and $270,000, respectively. For the six months ended June 30, 2020 and 2019, total compensation expense for the 2015 EIP was $555,000 and $553,000, respectively.

Included in the above compensation expense for the three months ended June 30, 2020 and 2019, directors' compensation was $86,000 and $85,000, respectively. For the six months ended June 30, 2020 and 2019, directors' compensation was $171,000 and $170,000, respectively.

The following table provide a summary of changes in non-vested restricted stock awards for the period shown:

For the Three Months Ended
June 30, 2020
Shares Weighted-Average Grant Date Fair Value
Non-vested at April 1, 2020 253,900 $ 15.05
Granted 27,500 11.23
Forfeited (4,000 ) 14.61
Non-vested at June 30, 2020 277,400 $ 14.68
For the Six Months Ended
--- --- --- --- --- ---
June 30, 2020
Shares Weighted-Average Grant Date Fair Value
Non-vested at January 1, 2020 264,300 $ 14.60
Granted 62,600 14.03
Forfeited (49,500 ) 13.41
Non-vested at June 30, 2020 277,400 $ 14.68

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FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of June 30, 2020, there was $3.1 million of total unrecognized compensation cost related to non-vested shares granted as restricted stock awards. The cost is expected to be recognized over the remaining weighted-average vesting period of approximately 3.42 years.

Note 9 - Fair Value Accounting and Measurement

Fair value is the price to sell an asset or transfer a liability in an orderly transaction between market participants in the Company’s principal market. The Company has established and documented its process for determining the fair values of its assets and liabilities, where applicable. Fair value is based on quoted market prices, when available, for identical or similar assets or liabilities. In the absence of quoted market prices, management determines the fair value of the Company’s assets and liabilities using valuation models or third-party pricing services, both of which rely on market-based parameters when available, such as interest rate yield curves, option volatilities and credit spreads, or unobservable inputs. Unobservable inputs may be based on management’s judgment, assumptions, and estimates related to credit quality, liquidity, interest rates, and other relevant inputs.

Any changes to valuation methodologies are reviewed by management to ensure they are relevant and justified. Valuation methodologies are refined as more market-based data becomes available.

A three-level valuation hierarchy is used in determining fair value that is based on the transparency of the inputs used in the valuation process. The inputs used in determining fair value in each of the three levels of the hierarchy are as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Either: (i) quoted prices for similar assets or liabilities; (ii) observable inputs, such as interest rates or yield curves; or (iii) inputs derived principally from or corroborated by observable market data.

Level 3 - Unobservable inputs.

The hierarchy gives the highest ranking to Level 1 inputs and the lowest ranking to Level 3 inputs. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the overall fair value measurement.

Qualitative disclosures of valuation techniques - **** Securities available for sale: where quoted prices are available in an active market, securities are classified as Level 1. Level 1 instruments include highly liquid government bonds, securities issued by the U.S. Treasury, and exchange-traded equity securities.

If quoted prices are not available, management determines fair value using pricing models, quoted prices of similar securities, which are considered Level 2, or discounted cash flows. In certain cases, where there is limited activity in the market for an instrument, assumptions must be made to determine their fair value. Such instruments are classified as Level 3.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Assets and liabilities measured at fair value on a recurring basis - Assets and liabilities are considered to be valued on a recurring basis if fair value is measured regularly (i.e., daily, weekly, monthly, or quarterly). The following tables show the Company’s assets measured at fair value on a recurring basis at the dates indicated:

June 30, 2020
Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs
(Level 1) (Level 2) (Level 3) Total
(In thousands)
Securities available-for-sale
Municipal bonds $ — $ 107,610 $ — $ 107,610
ABS agency — 60,819 — 60,819
ABS corporate — 39,804 — 39,804
Corporate debt — 22,428 — 22,428
SBA — 23,547 — 23,547
MBS agency — 102,647 — 102,647
MBS corporate — 7,418 — 7,418
$ — $ 364,273 $ — $ 364,273
December 31, 2019
--- --- --- --- --- --- --- --- ---
Quoted Prices in Active<br> <br>Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable<br> <br>Inputs
(Level 1) (Level 2) (Level 3) Total
(In thousands)
Securities available-for-sale
Municipal bonds $ — $ 39,282 $ — $ 39,282
ABS agency — 28,858 — 28,858
ABS corporate — 40,855 — 40,855
Corporate debt — 9,643 — 9,643
SBA — 28,459 — 28,459
MBS agency — 160,167 — 160,167
MBS corporate — 8,316 — 8,316
$ — $ 315,580 $ — $ 315,580

Assets and liabilities measured at fair value on a nonrecurring basis - Assets are considered to be valued on a nonrecurring basis if the fair value measurement of the instrument does not necessarily result in a change in the amount recorded on the consolidated balance sheets. Generally, nonrecurring valuation is the result of the application of other accounting pronouncements that require assets or liabilities to be assessed for impairment or recorded at the lower of cost or fair value.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables present the Company’s assets measured at fair value on a nonrecurring basis at the dates indicated:

June 30, 2020
Level 1 Level 2 Level 3 Total
(In thousands)
Impaired loans $ — $ — $ 6,862 $ 6,862
December 31, 2019
--- --- --- --- --- --- --- --- ---
Level 1 Level 2 Level 3 Total
(In thousands)
Impaired loans $ — $ — $ 6,389 $ 6,389

At June 30, 2020 and December 31, 2019, there were no impaired loans with discounts to appraisal disposition value or other unobservable inputs.

The following tables present the carrying value and estimated fair value of financial instruments at the dates indicated:

June 30, 2020
Fair Value Measurements Using:
Carrying Amount Estimated Fair Value Level 1 Level 2 Level 3
(In thousands)
Financial assets
Cash and cash equivalents $ 16,346 $ 16,346 $ 16,346 $ — $ —
Investment securities available for sale 364,273 364,273 — 364,273 —
Loans held for sale 3,111 3,111 — 3,111 —
Loans receivable, net 986,351 975,116 — — 975,116
FHLB stock 6,074 6,074 — 6,074 —
Accrued interest receivable 5,360 5,360 — 5,360 —
Mortgage servicing rights, net 1,098 1,467 — — 1,467
Financial liabilities
Demand deposits $ 845,161 $ 845,161 $ 845,161 $ — $ —
Time deposits 325,164 328,123 — 328,123 —
Borrowings 112,379 113,919 — 113,919 —
Accrued interest payable 253 253 — 253 —

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FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

December 31, 2019
Fair Value Measurements Using:
Carrying Amount Estimated Fair Value Level 1 Level 2 Level 3
(In thousands)
Financial assets
Cash and cash equivalents $ 48,739 $ 48,739 $ 48,739 $ — $ —
Investment securities available for sale 315,580 315,580 — 315,580 —
Loans held for sale 503 503 — 503 —
Loans receivable, net 878,437 858,101 — — 858,101
FHLB stock 6,034 6,034 — 6,034 —
Accrued interest receivable 3,931 3,931 — 3,931 —
Mortgage servicing rights, net 871 1,486 — — 1,486
Financial liabilities
Demand deposits $ 693,565 $ 693,565 $ 693,565 $ — $ —
Time deposits 308,080 308,819 — 308,819 —
Borrowings 112,930 113,076 — 113,076 —
Accrued interest payable 373 373 — 373 —

Financial assets and liabilities other than investment securities are not traded in active markets. Estimated fair values require subjective judgments and are approximate. The estimates of fair value in the previous table are not necessarily representative of amounts that could be realized in actual market transactions, or of the underlying value of the Company. The methods and assumptions used by the Company in estimating fair values of financial instruments as set forth below in accordance with ASC Topic 825, Financial Instruments, as amended by ASU 2016-01 requiring public entities to use the exit price notion effective January 1, 2018, are as follows:

Securities - Fair values for investment securities are primarily measured using information from a third-party pricing service. The pricing service uses pricing models based on market data. In the event that limited or less transparent information is provided by the third-party pricing service, fair value is estimated using secondary pricing services or non-binding third-party broker quotes.

Loans receivable, net - At June 30, 2020, the fair value of loans is estimated by discounting the future cash flows using the current rate at which similar loans and leases would be made to borrowers with similar credit and for the same remaining maturities. Additionally, to be consistent with the requirements under FASB ASC Topic 820 for Fair Value Measurements and Disclosures, the loans were valued at a price that represents the Company’s exit price or the price at which these instruments would be sold or transferred.

Mortgage servicing rights, net - The estimated fair value of mortgage servicing rights is based on market prices for comparable mortgage servicing contracts when available. If no comparable contract is available, the estimated fair value is based on a valuation model that calculates the present value of estimated future net servicing income.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain matters discussed in this Quarterly Report on Form 10-Q constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, are based on certain assumptions and are generally identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Forward-looking statements include, but are not limited to:

• statements of our goals, intentions and expectations;
• statements regarding our business plans, prospects, growth and operating strategies;
--- ---
• statements regarding the quality of our loan and investment portfolios;
--- ---
• estimates of our risks and future costs and benefits; and
--- ---
• statements concerning the potential effects of the COVID-19 pandemic on the Bank's business and financial results and conditions.
--- ---

These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

• developments and changes in Federal and state laws and regulations, such as the recently enacted Coronavirus Aid Relief and Economic Security Act (“CARES Act”) addressing the economic effects of the COVID-19 pandemic and increased regulation of the banking industry through legislative action and revised rules and standards applied by the Federal Reserve Board, the Federal Deposit Insurance Corporation and the Washington Department of Financial Institutions;
• changes in general economic conditions, either nationally or in our market area, that are worse than expected;
--- ---
• changes in policy and regulation as it pertains to the Small Business Administration’s Paycheck Protection Program (“PPP”) and the bank’s participation as a lender in the PPP and similar program and its effect on the Bank’s liquidity, financial results, business and customers, including the availability of program funds and the ability of customers to comply with the requirements and otherwise perform with respect to loans obtained under such programs.
--- ---
• the credit risks of our lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets;
--- ---
• fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market area;
--- ---
• a decrease in the secondary market demand for loans that we originate for sale;
--- ---
• management’s assumptions in determining the adequacy of the allowance for loan losses;
--- ---
• our ability to control operating costs and expenses;
--- ---
• whether our management team can implement our operational strategy, including but not limited to our loan growth;
--- ---
• our ability to successfully execute on merger and/or acquisition strategies and integrate any newly acquired assets, liabilities, customers, systems, and management personnel into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;
--- ---
• staffing needs and associated expenses in response to product demand or the implementation of corporate strategies, including our growth strategies related to the home lending center and new branches;
--- ---
• the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation;
--- ---
• changes in the levels of general interest rates, and the relative differences between short and long-term interest rates, deposit interest rates, our net interest margin and funding sources;
--- ---
• increased competitive pressures among financial services companies;
--- ---
• our ability to attract and retain deposits;
--- ---

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• our ability to retain key members of our senior management team;
• changes in consumer spending, borrowing and savings habits;
--- ---
• our ability to successfully manage our growth in compliance with regulatory requirements;
--- ---
• results of examinations of us by the Washington State Department of Financial Institutions, Department of Banks, the Federal Deposit Insurance Corporation, the Federal Reserve Bank of San Francisco, or other regulatory authorities, which could result in restrictions that may adversely affect our liquidity and earnings;
--- ---
• changes in accounting policies and practices, as may be adopted by the financial institutions regulatory agencies, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board;
--- ---
• 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;
--- ---
• inability of key third-party vendors to perform their obligations to us; and
--- ---
• other economic, competitive, governmental, regulatory and technical factors affecting our operations, pricing, products and services and other risks described elsewhere in our filings with the Securities and Exchange Commission, including this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2019.
--- ---

Further, statements about the potential effects of the COVID-19 pandemic on the Bank’s businesses and financial results and condition may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond the Bank’s control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on the Bank, its customers and third parties. These developments could have an adverse impact on our financial position and our results of operations.

Any of the forward-looking statements that we make in this report and in other statements we make may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot anticipate or predict. Any forward-looking statements are based upon management’s beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements included or incorporated by reference in this document or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. Due to these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur, and you should not put undue reliance on any forward-looking statements.

General

First Northwest is a bank holding company which primarily engages in the business activity of its subsidiary, First Federal. First Federal is a community-oriented financial institution serving Clallam, Jefferson, Kitsap, Whatcom, and King counties in Washington, through its Seattle lending center and ten full-service branches. Our business and operating strategy is focused on building sustainable earnings through hiring experienced bankers, geographic expansion, and diversifying our loan product mix, expanding our deposit product offerings that deliver value-added solutions, enhancing existing services and digital service delivery channels, and enhancing our infrastructure to support the changing needs and expectations of our customers.

We offer a wide range of products and services focused on the lending and depository needs of Western Washington. While we have a concentration of first lien one- to four-family mortgage loans, we continue to increase our origination and portfolio balances of commercial real estate and multi-family real estate. We have also increased our auto and consumer loans, through indirect and purchased auto loan programs, in order to diversify our asset portfolio and increase interest income. We continue to originate one- to four-family residential mortgage loans and regularly sell conforming loans into the secondary market to increase noninterest income and manage interest rate risk. We also retain one- to four-family first and second lien loans in our portfolio to generate interest income. We offer consumer and business deposit products, including transaction accounts, savings and money market accounts, and certificates of deposit for individuals, businesses, and nonprofit organizations. Deposits are our primary source of funds for lending and investing activities. We also borrow funds, typically from the Federal Home Loan Bank of Des Moines, to provide additional funding and interest rate risk management tools.

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First Northwest is affected by prevailing economic conditions as well as government policies and regulations concerning, among other things, monetary and fiscal affairs, housing and financial institutions. Deposit flows are influenced by several factors, including interest rates paid on competing time deposits, alternative investment options available to our customers, account maturities, the number and quality of our deposit originators, digital delivery systems, marketing and promotion, and the overall level of personal income and savings. Lending activities are influenced by the demand for funds, our credit policies, the number and quality of our lenders and credit underwriters, digital delivery systems, and regional economic cycles.

Our primary source of pre-tax income is net interest income. Net interest income is the difference between interest income earned on our loans and investments and interest expense paid on our deposits and borrowings. Changes in levels of interest rates and cash flows from existing assets and liabilities affect our net interest income. A secondary source of income is noninterest income, which includes revenue we receive from providing products and services, including service charges on deposit accounts, mortgage banking income, earnings from bank-owned life insurance, investment services income, and gains and losses from sales of securities.

An offset to net interest income is the provision for loan losses, which represents the periodic charge to operations which is required to adequately provide for losses inherent in our loan portfolio through our allowance for loan losses. As credit metrics improve, such as a loan's risk rating, property values increase, or recoveries of amounts previously charged off are received, a recapture of previously recognized provision for loan losses may be added to net income.

Noninterest expenses we incur in operating our business consist of salaries and employee benefit costs, occupancy and equipment expenses, federal deposit insurance premiums and regulatory assessments, data processing expenses, advertising and promotion expenses, marketing and promotion expenses, expenses related to real estate and personal property owned and other miscellaneous expenses.

COVID-19 Pandemic. In late 2019 and early 2020, the COVID-19 pandemic manifested its impact on individuals, companies, and governmental entities around the world. It significantly impacted the global economy and created a challenging operating environment. As economic conditions deteriorated in mid-March 2020 as a result of the COVID-19 pandemic, we responded in several ways. Some of the key adjustments and developments include the following:

• For our employees:
◦ Enhanced the ability of our employees to work remotely, adjusting branch operating hours and restricting lobby access in most cases.
--- ---
◦ Provided significant support to employees by granting an increase in flexibility with paid leave, temporarily adjusting vacation policies, and increasing the cleaning of facilities to enable a safer environment for those employees that are not able to work from home.
--- ---
◦ Increased compensation for hourly employees and providing additional compensation for exempt employees below the level of Senior Vice President.
--- ---
• For our customers and communities:
--- ---
◦ Offering short-term loan payment and fee forbearance programs. Many borrowers requested and received temporary forbearance from obligations to assist them with the expected shortage in their near-term cash flow.
--- ---
◦ Facilitating government programs like the Small Business Administration's Paycheck Protection Program ("SBA PPP") and Main Street Lending Program ("MSLP") established by the Federal Reserve.
--- ---
◦ Investing in our communities. We plan to use a portion of the proceeds received from the SBA PPP loans and invest in the communities we serve.
--- ---
• For our shareholders and regulators:
--- ---
◦ Maintained our capital ratios at strong levels and materially increased our provision for loan losses to $2.8 million for the first half of 2020, compared to $669,000 for all of 2019.
--- ---
◦ Increasing on balance sheet liquidity, specifically Cash and Cash Equivalents increased by $849,000, a 1.7% increase over December 31, 2019. The investment portfolio, a secondary source of liquidity, increased by $48.7 million, or 16%, as well.

On March 23, 2020, the State of Washington announced the Stay Home, Stay Healthy order for all residents, resulting in the closing of businesses or a substantial reduction in business activity. Conditions have since improved in most of the counties within our footprint allowing many businesses to expand services or reopen under current guidelines. The sectors that continue to be most heavily impacted include hospitality; restaurant and food services; and lessors of commercial real estate to hospitality, restaurant, and retail establishments. At June 30, 2020, the Company’s exposure as a percent of the total loan portfolio to these industries was 5.1%, 0.2%, and 4.9%, respectively.

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The Company has worked with loan customers on loan deferral and forbearance plans. As of June 30, 2020, the Company had granted payment deferral plans on 297 loans totaling $128.4 million compared to 23 loans totaling $1.4 million as of March 31, 2020. These modifications were not classified as TDRs at June 30, 2020, in accordance with the guidance of the CARES Act and related regulatory guidance. The Company is continuing to work on forbearance plans with customers impacted by the COVID-19 pandemic. For additional information on COVID-19 deferrals, see Note 3 of the Notes to Consolidated Financial Statements contained in "Item 1, Financial Statements."

During the quarter ended June 30, 2020, we provided assistance to many small businesses through the SBA's Paycheck Protection Program. This program provides small businesses with funds to pay up to eight weeks of payroll costs including benefits. A portion of the funds can also be used to pay interest on mortgages, rent, and utilities. On June 5, 2020, the Paycheck Protection Program Flexibility Act ("PPPFA") was enacted. Main provisions of the PPPFA extended the repayment period from two to five years, extended the covered expense period from eight to 24 weeks, and lowered the percent of forgiveness amount required to be used for eligible payroll costs to 60%. The PPPFA also extends the repayment start date until after the SBA makes a decision on the application for loan forgiveness.

We processed approximately $30.6 million of loans for 440 customers through the SBA PPP program as of June 30, 2020. The average loan amount approved was approximately $69,000. Payments by borrowers on these loans begin six months after the note date, and interest, at 1%, will continue to accrue during the six-month deferment. Loans can be forgiven in whole or part (up to full principal and any accrued interest). We partnered with StreetShares to assist our borrowers with the loan forgiveness application process.

Loan processing fees paid to the Bank from the SBA of 5% on loans of $350,000 or less, 3% on loans of more than $350,000 but less than $2.0 million, and 1% for loans of $2.0 million or more are accounted for as loan origination fees. Net deferred fees are recognized over the life of the loan, or two years, as a yield adjustment on the loans. As of June 30, 2020, the Company had received $1.3 million in processing fees. If a loan is paid off or forgiven by the SBA prior to its maturity date, the remaining unamortized deferred fees will be recognized in interest income at that time. At such time that any of these loans are forgiven or repaid before the scheduled maturity, we expect an increase in interest income and the net interest margin during that period.

Critical Accounting Policies

There are no material changes to the critical accounting policies as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.

Comparison of Financial Condition at June 30, 2020 and December 31, 2019

Assets*.* Total assets increased to $1.48 billion at June 30, 2020 from $1.31 billion at December 31, 2019.

Total loans, excluding loans held for sale, increased $112.6 million to $996.4 million at June 30, 2020, from $883.8 million at December 31, 2019. During the six months ended June 30, 2020, one- to four-family residential loans increased $19.3 million, as we purchased a $28.0 million mortgage loan pool. Multi-family loans increased $7.2 million, as we continued to build this part of the loan portfolio. Commercial real estate loans increased by $11.5 million as we continue to build our lending presence in King and Whatcom Counties as well as in our legacy markets. Commercial business loans increased $57.9 million as we funded PPP loans and increased balances generated through the Northpointe Bank Mortgage Participation Program which provides interim financing to mortgage originators based on the contractual sale agreement of a mortgage loan during the first half of 2020. Auto and other consumer loans decreased $2.9 million as we scaled back funding in our specialty auto loan portfolio. Competition for quality commercial credits remains; however, impacts of the COVID-19 pandemic effect both the supply and demand for credit. An increase in refinance activity of one- to-four family residential loans also occurred during the period.

Construction and land loans increased $21.0, or 56.4%, to $58.2 million at June 30, 2020, from $37.2 million at December 31, 2019. The majority of our construction loans are geographically dispersed throughout the Puget Sound region and, as a result, these loans are susceptible to risks that may vary depending on the nature and location of the project. We manage our construction lending by utilizing a licensed third-party vendor to assist us in monitoring our construction projects and intend to begin utilizing internal staffing to monitor certain projects, which we expect will enhance fee income related to these loans. In March 2020, the vast majority of construction projects in Washington State were put on hold as a result of Governor Jay Inslee’s “Stay Home, Stay Safe” order. By June 30, 2020, most projects were able to restart under specific criteria. We continue to monitor the projects currently in our portfolio to determine the impact of COVID-19 on completion. As of this point in time, we have no reason to believe that any of the projects in process will not be completed.

We monitor real estate values and general economic conditions in our market areas, in addition to assessing the strength of our borrowers, in order to prudently underwrite construction loans. For the majority of 2019, we decreased our construction lending, which resulted in a decline in construction balances at the end of the year compared to 2018. In the fourth quarter of 2019 and the first quarter of 2020, we increased production in construction lending and our commitments increased accordingly. We continually assess our lending strategies across all product lines and markets within which we do business in order to improve earnings while also prudently managing credit risk.

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The following tables show our construction commitments by type and geographic concentrations at the dates indicated:

June 30, 2020 North Olympic Peninsula (1) Puget Sound Region (2) Other Washington Total
(In thousands)
Construction Commitment
One- to four-family residential $ 17,475 $ 24,670 $ 405 $ 42,550
Multi-family residential — 44,966 — 44,966
Commercial real estate 7,430 21,692 2,801 31,923
Total commitment $ 24,905 $ 91,328 $ 3,206 $ 119,439
Construction Funds Disbursed
One- to four-family residential $ 6,226 $ 12,432 $ 235 $ 18,893
Multi-family residential — 20,492 — 20,492
Commercial real estate 6,810 4,814 54 11,678
Total disbursed $ 13,036 $ 37,738 $ 289 $ 51,063
Undisbursed Commitment
One- to four-family residential $ 11,249 $ 12,238 $ 170 $ 23,657
Multi-family residential — 24,474 — 24,474
Commercial real estate 620 16,878 2,747 20,245
Total undisbursed $ 11,869 $ 53,590 $ 2,917 $ 68,376
Land Funds Disbursed
One- to four-family residential $ 4,677 $ 2,062 $ 351 $ 7,090
Commercial real estate — — — —
Total disbursed for land $ 4,677 $ 2,062 $ 351 $ 7,090
(1) Includes Clallam and Jefferson counties.
---
(2) Includes Kitsap, Mason, Thurston, Pierce, King, Snohomish, Skagit, Whatcom, and Island counties.
December 31, 2019 North Olympic Peninsula Puget Sound Region Other Washington Total
--- --- --- --- --- --- --- --- ---
(In thousands)
Construction Commitment **** **** **** **** **** **** **** ****
One- to four-family residential $ 14,915 $ 23,969 $ 496 $ 39,380
Multi-family residential — 27,241 — 27,241
Commercial real estate 6,381 563 3,120 10,064
Total Commitment $ 21,296 $ 51,773 $ 3,616 $ 76,685
Construction Funds Disbursed **** **** **** **** **** **** **** ****
One- to four-family residential $ 5,242 $ 10,734 $ 151 $ 16,127
Multi-family residential — 10,465 — 10,465
Commercial real estate 2,704 563 58 3,325
Total disbursed $ 7,946 $ 21,762 $ 209 $ 29,917
Undisbursed Commitment **** **** **** **** **** **** **** ****
One- to four-family residential $ 9,673 $ 13,235 $ 345 $ 23,253
Multi-family residential — 16,776 — 16,776
Commercial real estate 3,677 — 3,062 6,739
Total undisbursed $ 13,350 $ 30,011 $ 3,407 $ 46,768
Land Funds Disbursed **** **** **** **** **** **** **** ****
One- to four-family residential $ 4,904 $ 1,343 $ — $ 6,247
Commercial real estate 1,023 — — 1,023
Total disbursed for land $ 5,927 $ 1,343 $ — $ 7,270

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During the six months ended June 30, 2020, the Company originated $276.3 million of loans, of which $145.1 million, or 52.5%, were originated in the Puget Sound region, $115.7 million, or 41.9%, in the North Olympic Peninsula, $11.9 million, or 4.3%, in other areas throughout Washington State, and $3.7 million, or 1.3%, in Oregon. The Company purchased an additional $28.0 million in one- to four-family loans and $15.9 million in specialty auto loans, during the six months ended June 30, 2020. We will continue to evaluate opportunities to grow loans through wholesale channels in order to supplement our organic originations and increase net interest income.

Our allowance for loan losses increased $2.5 million, or 25.8%, to $12.1 million at June 30, 2020, from $9.6 million at December 31, 2019. The increase was due to a $2.8 million loan loss provision, offset by net charge-offs of $285,000 for the six- month period. The provision is largely attributed to qualitative factor adjustments made in response to the economic impact of the COVID-19 pandemic, as well as to account for growth in the loan portfolio. The allowance for loan losses as a percentage of total loans at June 30, 2020 and December 31, 2019 was 1.2% and 1.1%, respectively.

Nonperforming loans increased $1.6 million, or 86.9%, to $3.4 million at June 30, 2020, from $1.8 million at December 31, 2019, mainly attributable to an increase in nonperforming one- to four-family loans of $845,000, multi-family loans of $297,000, construction and land loans of $108,000, and commercial business loans of $308,000, partially offset by a decrease in commercial real estate loans of $74,000. Nonperforming loans to total loans increased to 0.3% at June 30, 2020, from 0.2% at December 31, 2019. The allowance for loan losses as a percentage of nonperforming loans decreased to 360.8% at June 30, 2020, from 536.1% at December 31, 2019.

At June 30, 2020, there were $2.5 million in restructured loans, of which $2.4 million were performing in accordance with their modified payment terms and returned to accrual status. Classified loans increased $154,000 to $5.1 million at June 30, 2020, from $5.0 million at December 31, 2019

Asset quality remains consistent with December 31, 2019. Net loan charge-offs are concentrated mainly in our auto loan portfolio. We recently adjusted our indirect auto loan product offerings and underwriting criteria to improve credit quality and reduce future charge-off activity. We continue to monitor the indirect auto loan program in order to prudently balance risk and return within the portfolio. We believe our allowance for loan losses is adequate to absorb the known and inherent risks of loss in the loan portfolio as of June 30, 2020. While the ultimate impact of the COVID-19 pandemic and response from Federal and State government remains to be seen, we increased the qualitative factor related to the economy this quarter.

Loans receivable, excluding loans held for sale, consisted of the following at the dates indicated**:**

June 30, 2020 December 31, 2019
(In thousands)
Real Estate: **** ****
One-to-four family $ 325,349 $ 306,014
Multi-family 103,279 96,098
Commercial real estate 267,233 255,722
Construction and land 58,153 37,187
Total real estate loans 754,014 695,021
Consumer: **** ****
Home equity 33,696 35,046
Auto and other consumer 109,214 112,119
Total consumer loans 142,910 147,165
Commercial business loans 99,477 41,571
Total loans 996,401 883,757
Less: **** ****
Net deferred loan fees 1,842 206
Premium on purchased loans, net (3,901 ) (4,514 )
Allowance for loan losses 12,109 9,628
Loans receivable, net $ 986,351 $ 878,437

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The following table represents nonperforming assets at the dates indicated.

June 30, 2020 December 31, 2019
(In thousands)
Nonperforming loans: **** ****
Real estate loans:
One- to four-family $ 1,543 $ 698
Multi-family 297 —
Commercial real estate 35 109
Construction and land 137 29
Total real estate loans 2,012 836
Consumer loans:
Home equity 140 112
Auto and other consumer 896 848
Total consumer loans 1,036 960
Commercial business 308 —
Total nonperforming loans 3,356 1,796
Real estate owned: **** ****
Land 62 62
Total real estate owned 62 62
Repossessed assets 134 92
Total nonperforming assets $ 3,552 $ 1,950
Nonaccrual and 90 days or more past due loans as a percentage of total loans 0.3 % 0.2 %

Investment securities increased $48.7 million, or 15.4%, to $364.3 million at June 30, 2020, from $315.6 million at December 31, 2019, due to the purchase and sale of securities, normal payments and prepayment activity, and an increase in the market value of the portfolio. Mortgage-backed securities represent the largest portion of our investment securities portfolio and totaled $110.1 million at June 30, 2020, or 30.2% of the investment securities portfolio, a decrease during the year of $58.4 million, or 34.7%, from $168.5 million at December 31, 2019. Other investment securities, including municipal bonds and other asset-backed securities, were $254.2 million at June 30, 2020, or 69.8% of the investment securities portfolio, an increase of $107.1 million from $147.1 million at December 31, 2019. The investment portfolio, including mortgage-backed securities, had an estimated projected average life of 6.7 years as of June 30, 2020, and 5.0 years as of December 31, 2019, and had an estimated average repricing term of 4.8 years as of June 30, 2020, and 3.7 years as of December 31, 2019, based on the interest rate environment at those times.

The investment portfolio was comprised of 58.9% in amortizing securities at June 30, 2020 and 81.8% at December 31, 2019. The projected average life of our securities may vary due to prepayment activity, which, particularly in the mortgage-backed securities portfolio, is impacted by prevailing mortgage interest rates. Management maintains a focus on enhancing the mix of earning assets by originating loans as a percentage of earning assets; however, we continue to purchase investment securities as a source of additional interest income. For additional information, see Note 2 of the Notes to Consolidated Financial Statements contained in Item 1 of this Form 10-Q.

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Liabilities. Total liabilities increased $172.1 million to $1.30 billion at June 30, 2020, from $1.13 billion at December 31, 2019, primarily due to an increase in deposits of $168.7 million.

Deposit balances increased 16.8%, to $1.17 billion at June 30, 2020, from $1.00 billion at December 31, 2019. There was an $82.2 million increase in money market accounts, a $62.7 million increase in transaction accounts, and a $6.8 million increase in savings accounts during the year. The increase in deposits is in large part due to the Federal government's response to the pandemic including stimulus payments, additional unemployment benefits, and deferrals of Federal tax payment due dates. These actions, coupled with decreased spending by consumers and business, resulted in higher deposit balances. In addition to collecting customer deposits, we utilize brokered certificates of deposit ("brokered CDs") as an additional funding source in order to manage our cost of funds, reduce our reliance on public funds deposits, and allow flexibility when competing on retail rates. At June 30, 2020, we had $86.3 million in brokered CDs included in the $325.2 million balance of certificates of deposit.

Equity***.*** Total shareholders' equity decreased $536,000 to $176.3 million for the six months ended June 30, 2020. The decrease was due to $5.5 million the in repurchases of shares of common stock, largely offset by an after-tax increase in other comprehensive income of $2.3 million due to the increased value of our available-for-sale securities portfolio, as well as year-to-date net income of $2.9 million.

Comparison of Results of Operations for the Three Months Ended June 30, 2020 and 2019

General. Net income decreased $103,000, or 4.9%, to $2.0 million for the three months ended June 30, 2020, compared to net income of $2.1 million for the three months ended June 30, 2019. The decrease is mainly due to a larger loan loss provision in the current period compared to the same period one year ago, which was partially offset by a decrease in net noninterest expense. An increase in noninterest income driven by mortgage revenue offset an increase in noninterest expense due primarily to higher compensation expenses.

Net Interest Income. Net interest income increased $437,000 to $10.1 million for the three months ended June 30, 2020., compared to $9.7 million for the three months ended June 30, 2019 The yield on average interest-earning assets decreased 47 basis points to 3.79% for the three months ended June 30, 2020, compared to 4.26% for the same period in the prior year. This was due to a decrease in market interest rates and a decrease in the ratio of total loans to assets in the current period compared to one year ago from 67.4% to 69.9%.

The average cost of interest-bearing liabilities decreased 44 basis points to 0.89% for the three months ended June 30, 2020, compared to 1.33% for the same period last year. The decrease was due in part to a reduction in the level and cost of borrowings given the prepayment of higher costing FHLB borrowings in the first quarter of 2020. As a result, our average cost of FHLB borrowings decreased to 1.13% in the first quarter of 2020 compared to 2.99% for the same period one year prior. The cost of interest-bearing deposits decreased by 17 basis points to 0.87% compared to 1.04% for the three months ended June 30, 2019, given decreasing market rates.

Due to the average yield on interest-earning assets decreasing at a faster pace than our interest-bearing liabilities, the net interest margin decreased 13 basis points to 3.10% for the three months ended June 30, 2020, from 3.23% for the same period in 2019. For additional information, see Rate/Volume Analysis contained in Item 2 of this Form 10-Q.

Interest Income. Total **** interest income decreased $425,000, or 3.3%, to $12.4 million for the three months ended June 30, 2020, from $12.8 million for the comparable period in 2019. Interest and fees on loans receivable decreased $237,000, to $10.2 million for the three months ended June 30, 2020, from $10.5 million for the three months ended June 30, 2019, due primarily to a decrease in the yield on loans and securities. Average loan yields decreased 34 basis points to 4.40% for the three months ended June 30, 2020 compared to the three months ended June 30, 2019 due to a decrease in market rates and an increase in the amount of lower yielding loans as a percentage of loans, including Northpointe and PPP loans.

Interest income on investment securities increased $347,000 to $1.3 million for the three months ended June 30, 2020, compared to $1.0 million for the three months ended June 30, 2019, due to a $96.6 million increase in average balances partially offset by an 86 basis point decrease in average yield related to a decrease in the yield on variable rate securities. The change in average yield on investment securities does not include the benefit of nontaxable income from municipal bonds. Interest income on mortgage-backed and related securities for the three months ended June 30, 2020 decreased $452,000, or 37.9%, compared to the three months ended June 30, 2019, the result of a decrease of $43.3 million in the average balance and a 49 basis point decrease in the average yield in the 2020 period.

The following table compares average earning asset balances, associated yields, and resulting changes in interest income for the periods shown:

Three Months Ended June 30,
2020 2019
Average Balance Outstanding Yield Average Balance Outstanding Yield Increase (Decrease) in Interest Income
(Dollars in thousands)
Loans receivable, net $ 931,344 4.40 % $ 883,290 4.74 % $ (237 )
Investment securities 213,141 2.47 116,496 3.33 347
Mortgage-backed securities 135,604 2.18 178,878 2.67 (452 )
FHLB stock 4,426 4.97 7,066 4.98 (33 )
Interest-bearing deposits in banks 20,922 0.15 13,118 1.77 (50 )
Total interest-earning assets $ 1,305,437 3.79 % $ 1,198,848 4.26 % $ (425 )

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Interest Expense. Total interest expense decreased $862,000, or 27.8%, to $2.2 million for the three months ended June 30, 2020, compared to $3.1 million for the three months ended June 30, 2019, mainly due to an 80.6% decrease in interest paid on borrowings. Interest expense on deposits decreased slightly for the three months ended June 30, 2020, due to lower rates offsetting the impact of increased balances. The average balance of interest-bearing deposits increased $141.2 million, or 17.7%, to $937.0 million for the three months ended June 30, 2020, from $795.8 million for the three months ended June 30, 2019, as we continued to target deposit growth in new and existing market areas as well as the industry-wide impact of surge deposits during the pandemic. During the three months ended June 30, 2020, the average balance of savings accounts increased $9.7 million and the related weighted-average cost decreased 29 basis points compared to the same period in 2019. The average balance of certificates of deposit balances grew $90.5 million and the weighed-average cost decreased by 51 basis points, mainly as a result of the utilization of brokered CDs. During the three months ended June 30, 2020, the average balance of money market accounts increased $34.0 million compared to the same period in the prior year. The average cost of deposits decreased by 17 basis points to 0.87% for the three months ended June 30, 2020, from 1.04% for the three months ended June 30, 2019. Borrowing costs decreased due to a decrease in balances and the average rate paid during the most recent quarter compared to the same period in 2019.

The following table details average balances, cost of funds and the change in interest expense for the periods shown: ****

Three Months Ended June 30,
2020 2019
Average Balance Outstanding Rate Average Balance Outstanding Rate Increase (Decrease) in Interest Expense
(Dollars in thousands)
Savings accounts $ 172,833 0.62 % $ 163,106 0.91 % $ (103 )
Transaction accounts 122,951 0.01 115,914 0.12 (32 )
Money market accounts 291,526 0.55 257,548 0.49 87
Certificates of deposit 349,658 1.57 259,203 2.08 21
Borrowings 71,170 1.13 138,643 2.99 (835 )
Total interest-bearing liabilities $ 1,008,138 0.89 % $ 934,414 1.33 % $ (862 )

Provision for Loan Losses. The provision for loan losses was $1.5 million during the three months ended June 30, 2020, compared to a $255,000 provision for loan losses for the three months ended June 30, 2019. This was mainly due to an increase to the economic qualitative factor resulting from the uncertainty surrounding COVID-19 and its potential impact on the loans in our portfolio.

The following table details activity and information related to the allowance for loan losses for the periods shown:

Three Months Ended June 30,
2020 2019
(Dollars in thousands)
Provision for loan losses $ 1,500 $ 255
Net charge-offs (221 ) (283 )
Allowance for loan losses 12,109 9,731
Allowance for losses as a percentage of total gross loans receivable at the end of this period 1.2 % 1.1 %
Total nonaccrual loans 3,356 1,291
Allowance for loan losses as a percentage of nonaccrual loans at end of period 360.8 % 753.8 %
Nonaccrual and 90 days or more past due loans as a percentage of total loans 0.3 % 0.1 %
Total loans $ 996,401 $ 879,054

Noninterest Income. Noninterest income increased $2.7 million, or 188.8%, to $4.1 million for the three months ended June 30, 2020, from $1.4 million for the three months ended June 30, 2019, primarily due to the gain on sales of mortgage loans of $1.9 million, the gain on sale of investment securities of $604,000, and an increase in the cash surrender value of bank owned life insurance of $482,000. Loan and deposit fees decreased by $230,000 due to fewer non-sufficient funds fees as transaction volume reduced during the quarter as well as customers generally carrying higher balances in their deposit accounts.

The following table provides a detailed analysis of the changes in the components of noninterest income for the periods shown:

Three Months Ended June 30, Increase (Decrease)
2020 2019 Amount Percent
(Dollars in thousands)
Loan and deposit service fees $ 765 $ 995 $ (230 ) (23.1 )%
Mortgage servicing fees, net of amortization (172 ) 54 (226 ) (418.5 )
Net gain on sale of loans 2,001 88 1,913 2,173.9
Net gain on sale of investment securities 661 57 604 1,059.6
Increase in cash surrender value of bank-owned life insurance 627 145 482 332.4
Other income 227 84 143 170.2
Total noninterest income $ 4,109 $ 1,423 $ 2,686 188.8 %

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Noninterest Expense. Noninterest expense increased $2.0 million or 24.3% during the three months ended June 30, 2020, compared to the three months ended June 30, 2019, mainly due to a 25.5% increase in compensation and benefits driven by additional staffing and higher commissions paid on loan production, which increased 656.4%. Occupancy and equipment increased 18.0% and advertising increased 64.6%.

The following table provides an analysis of the changes in the components of noninterest expense for the periods shown:

Three Months Ended June 30, Increase (Decrease)
2020 2019 Amount Percent
(Dollars in thousands)
Compensation and benefits $ 5,966 $ 4,753 $ 1,213 25.5 %
Data processing 769 667 102 15.3
Occupancy and equipment 1,345 1,140 205 18.0
Supplies, postage, and telephone 284 242 42 17.4
Regulatory assessments and state taxes 223 195 28 14.4
Advertising 377 229 148 64.6
Professional fees 354 331 23 6.9
FDIC insurance premium 70 77 (7 ) (9.1 )
Other 894 638 256 40.1
Total $ 10,282 $ 8,272 $ 2,010 24.3 %

Provision for Income Tax. Income tax expense of $464,000 was recorded for the three months ended June 30, 2020, compared to $493,000 for the three months ended June 30, 2019, generally due to a decrease in income before taxes of $132,000. For additional information, see Note 5 of the Notes to Consolidated Financial Statements contained in Item 1 of this Form 10-Q.

Comparison of Results of Operations for the Six Months Ended June 30, 2020 and 2019

General. Net income decreased $1.4 million, or 33.5%, to $2.9 million for the six months ended June 30, 2020, compared to net income of $4.3 million for the six months ended June 30, 2019, due to an increase in provision for loan losses and noninterest expense partially offset by an increase in noninterest income.

Net Interest Income. Net interest income increased $244,000 to $19.5 million for the six months ended June 30, 2020, from $19.3 million for the six months ended June 30, 2019. This increase was mainly the result of an increase in average earning assets of $60.7 million. The yield on average interest-earning assets decreased 36 basis points to 3.87% for the six months ended June 30, 2020, compared to 4.23% for the same period in the prior year.

The net interest margin decreased 11 basis points to 3.11% for the six months ended June 30, 2020, from 3.22% for the same period in 2019. A 36 basis point decrease in asset yields was offset by a 30 basis point decrease in our cost of interest-bearing liabilities, reducing our net interest rate spread and net interest margin.

The $244,000 increase in net interest income during the six months ended June 30, 2020, compared to the six months ended June 30, 2019, was the result of a $1.1 million decrease in interest expense driven by an improvement in the cost of interest-bearing liabilities which was partially offset by a decrease in interest income. The decrease in interest expense of borrowings of $1.4 million was the main contributor to the increase in net interest income.

The average cost of interest-bearing liabilities decreased to 0.99% for the six months ended June 30, 2020, compared to 1.29% for the same period last year, due primarily to decreases in borrowing volume of $905,000 and decreases attributable to rates of $486,000.

Interest Income. Total **** interest income decreased $960,000, or 3.8%, to $24.3 million for the six months ended June 30, 2020, from $25.3 million for the comparable period in 2019, primarily due to a decrease in the average yields on interest-earning assets. Interest and fees on loans receivable decreased $493,000, to $20.1 million for the six months ended June 30, 2020, from $20.6 million for the six months ended June 30, 2019, in spite of an increase in the average balance of net loans receivable of $24.0 million compared to the prior year. Average loan yields decreased 24 basis points to 4.45% for the six months ended June 30, 2020 compared to the six months ended June 30, 2019.

Total interest income from securities decreased $344,000 to $4.1 million for the six months ended June 30, 2020 from $4.4 million for the same period in 2019. While the average balance of total securities increased $30.5 million, the average yield decreased 48 basis points. Interest income on investment securities increased $406,000, or 20.5% to $2.4 million for the six months ended June 30, 2020, compared to $2.0 million for the six months ended June 30, 2019, due to an increase in the average balance of $63.2 million partially offset by a decrease in average yield of 71 basis points compared to the same period in 2019. The change in average yields on investment securities does not include the benefit of nontaxable income from municipal bonds. Interest income on mortgage-backed and related securities for the six months ended June 30, 2020 decreased $750,000, or 30.6%, compared to the six months ended June 30, 2019, reflecting a $32.7 million decrease in the average balance and a decrease in yield of 41 basis points.

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The following table compares average earning asset balances, associated yields, and resulting changes in interest income for the periods shown:

Six Months Ended June 30,
2020 2019
Average Balance Outstanding Yield Average Balance Outstanding Yield Increase (Decrease) in Interest Income
(Dollars in thousands)
Loans receivable, net $ 901,116 4.45 % $ 877,095 4.69 % $ (493 )
Investment securities 181,586 2.63 118,423 3.34 406
Mortgage-backed securities 148,593 2.29 181,297 2.70 (750 )
FHLB stock 4,573 4.46 6,955 5.06 (74 )
Interest-bearing deposits in banks 21,110 0.72 12,495 2.00 (49 )
Total interest-earning assets $ 1,256,978 3.87 % $ 1,196,265 4.23 % $ (960 )

Interest Expense. Total interest expense decreased $1.2 million, or 20.0%, to $4.8 million for the six months ended June 30, 2020, compared to $6.0 million for the six months ended June 30, 2019, due to a decrease in borrowing costs of $1.4 million, or 68.7%. Interest expense on deposit costs increased for the six months ended June 30, 2020, by $187,000 due to an increase in average interest-bearing balances. The average balance of interest-bearing deposits increased $97.8 million, or 12.3%, to $893.0 million for the six months ended June 30, 2020, from $795.2 million for the six months ended June 30, 2019, as we continued to target growth in deposits in new and existing market areas and surge deposits related to the pandemic.

During the six months ended June 30, 2020, interest expense on cost of certificates of deposit increased due to an increase in average balance of $73.9 million partially offset by a decrease in the average rate paid of 33 basis points, compared to the six months ended June 30, 2019. During the same period, the average balances of savings, transaction, and money market accounts increased $11.0 million, $3.6 million and $9.3 million, respectively. The average cost of all deposit products decreased to 0.94% for the six months ended June 30, 2020, from 1.00% for the six months ended June 30, 2019. Borrowing costs decreased as higher rate long term advances were prepaid during the six months.

The following table details average balances, cost of funds and the change in interest expense for the periods shown:

Six Months Ended June 30,
2020 2019
Average Balance Outstanding Rate Average Balance Outstanding Rate Increase (Decrease) in Interest Expense
(Dollars in thousands)
Savings accounts $ 169,371 0.72 % $ 158,398 0.87 % $ (79 )
Transaction accounts 118,963 0.04 115,358 0.12 (49 )
Money market accounts 272,030 0.56 262,747 0.48 123
Certificates of deposit 332,674 1.68 258,737 2.01 192
Borrowings 75,574 1.68 136,545 2.97 (1,391 )
Total interest-bearing liabilities $ 968,612 0.99 % $ 931,785 1.29 % $ (1,204 )

Provision for Loan Losses. The provision for loan losses was $2.8 million during the six months ended June 30, 2020, primarily due to the uncertainty in economic conditions created by the ongoing COVID-19 pandemic and growth in the loan portfolio, and was $590,000 for the six months ended June 30, 2019, primarily due to charge-off activity in our indirect auto loan portfolio.

The following table details activity and information related to the allowance for loan losses for the periods shown:

Six Months Ended June 30,
2020 2019
(Dollars in thousands)
Provision for loan losses $ 2,766 $ 590
Net charge-offs (285 ) (392 )
Allowance for loan losses 12,109 9,731
Allowance for losses as a percentage of total gross loans receivable at the end of this period 1.2 % 1.1 %
Total nonaccrual loans 3,356 1,291
Allowance for loan losses as a percentage of nonaccrual loans at end of period 360.8 % 753.8 %
Nonaccrual and 90 days or more past due loans as a percentage of total loans 0.3 % 0.1 %
Total loans $ 996,401 $ 879,054

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Noninterest Income. Noninterest income increased $3.7 million, or 140.4%, to $6.4 million for the six months ended June 30, 2020, from $2.7 million for the six months ended June 30, 2019, mainly due to an increase in gain on sale of mortgage loans of $2.2 million. Gain on sale of investments for the six months ended June 30, 2020, totaled $1.2 million compared to $57,000 recognized in the first six months of 2019. The cash surrender value of bank-owned life insurance increased $667,000 in the first six months of 2020 due to a BOLI restructure that resulted in recognition of market gains as well as additional investment in BOLI.

The following table provides a detailed analysis of the changes in the components of noninterest income for the periods shown:

Six Months Ended June 30, Increase (Decrease)
2020 2019 Amount Percent
(Dollars in thousands)
Loan and deposit service fees $ 1,646 $ 1,900 $ (254 ) (13.4 )%
Mortgage servicing fees, net of amortization (157 ) 99 (256 ) (258.6 )
Net gain on sale of loans 2,384 175 2,209 1,262.3
Net gain on sale of investment securities 1,266 57 1,209 2,121.1
Increase in cash surrender value of bank-owned life insurance 955 288 667 231.6
Other income 333 155 178 114.8
Total noninterest income $ 6,427 $ 2,674 $ 3,753 140.4 %

Noninterest Expense. Noninterest expense increased $3.6 million, or 22.3%, to $19.7 million for the six months ended June 30, 2020, compared to $16.1 million for the six months ended June 30, 2019, primarily as a result of an increase in compensation and benefits as well as occupancy and equipment as we added staff to generate revenue. Compensation and benefits also increased due to an $829,000 increase in commissions paid on increased mortgage production as well as one-time pandemic related payments made to staff. We also incurred a one-time FHLB prepayment penalty of $210,000 as we retired long term debt to reduced interest expense.

The following table provides an analysis of the changes in the components of noninterest expense for the periods shown:

Six Months Ended June 30, Increase (Decrease)
2020 2019 Amount Percent
(Dollars in thousands)
Compensation and benefits $ 11,327 $ 9,326 $ 2,001 21.5 %
Data processing 1,459 1,298 161 12.4
Occupancy and equipment 2,696 2,248 448 19.9
Supplies, postage, and telephone 495 470 25 5.3
Regulatory assessments and state taxes 397 364 33 9.1
Advertising 649 372 277 74.5
Professional fees 754 629 125 19.9
FDIC insurance premium 70 154 (84 ) (54.5 )
FHLB prepayment penalty 210 — 210 100.0
Other 1,607 1,211 396 32.7
Total $ 19,664 $ 16,072 $ 3,592 22.3 %

Provision for Income Tax. An income tax expense of $668,000 was recorded for the six months ended June 30, 2020, compared to $1.0 million for the six months ended June 30, 2019, due to a decrease in income before taxes of $1.7 million. For additional information, see Note 5 of the Notes to Consolidated Financial Statements contained in Item 1 of this Form 10-Q.

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Average Balances, Interest and Average Yields/Cost

The following table 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, resultant yields, interest rate spread, net interest margin (otherwise known as net yield on interest-earning assets), and the ratio of average interest-earning assets to average interest-bearing liabilities. Also presented is the weighted average yield on interest-earning assets, rates paid on interest-bearing liabilities and the resultant spread at June 30, 2020 and 2019. Income and all average balances are monthly average balances, which management deems to be not materially different than daily averages. Nonaccrual loans have been included in the table as loans carrying a zero yield.

Three Months Ended June 30, Six Months Ended June 30,
At June 30, 2020 2020 2019 2020 2019
Average Interest Average Interest Average Interest Average Interest
Yield/ Balance Earned/ Yield/ Balance Earned/ Yield/ Balance Earned/ Yield/ Balance Earned/ Yield/
Rate Outstanding Paid Rate Outstanding Paid Rate Outstanding Paid Rate Outstanding Paid Rate
(Dollars in thousands) (Dollars in thousands)
Interest-earning assets:
Loans receivable, net (1) 4.38 % $ 931,344 $ 10,236 4.40 % $ 883,290 $ 10,473 4.74 % $ 901,116 $ 20,072 4.45 % $ 877,095 $ 20,565 4.69 %
Investment securities 2.69 213,141 1,316 2.47 116,496 969 3.33 181,586 2,385 2.63 118,423 1,979 3.34
Mortgage-backed securities 2.10 135,604 740 2.18 178,878 1,192 2.67 148,593 1,699 2.29 181,297 2,449 2.70
FHLB dividends 4.87 4,426 55 4.97 7,066 88 4.98 4,573 102 4.46 6,955 176 5.06
Interest-bearing deposits in banks 0.11 20,922 8 0.15 13,118 58 1.77 21,110 76 0.72 12,495 125 2.00
Total interest-earning assets (2) 3.79 1,305,437 12,355 3.79 1,198,848 12,780 4.26 1,256,978 24,334 3.87 1,196,265 25,294 4.23
Interest-bearing liabilities: **** **** **** **** **** **** **** **** ****
Savings accounts 0.53 $ 172,833 $ 269 0.62 $ 163,106 $ 372 0.91 $ 169,371 $ 609 0.72 $ 158,398 $ 688 0.87
Transaction accounts 0.01 122,951 4 0.01 115,914 36 0.12 118,963 23 0.04 115,358 72 0.12
Money market accounts 0.44 291,526 400 0.55 257,548 313 0.49 272,030 756 0.56 262,747 633 0.48
Certificates of deposit 1.57 349,658 1,368 1.57 259,203 1,347 2.08 332,674 2,791 1.68 258,737 2,599 2.01
Total deposits 0.64 936,968 2,041 0.87 795,771 2,068 1.04 893,038 4,179 0.94 795,240 3,992 1.00
Borrowings 0.73 71,170 201 1.13 138,643 1,036 2.99 75,574 635 1.68 136,545 2,026 2.97
Total interest-bearing liabilities 0.65 1,008,138 2,242 0.89 934,414 3,104 1.33 968,612 4,814 0.99 931,785 6,018 1.29
Net interest income $ 10,113 $ 9,676 $ 19,520 $ 19,276
Net interest rate spread 0.03 2.90 2.94 2.88 2.94
Net earning assets $ 297,299 $ 264,434 $ 288,366 $ 264,480
Net interest margin (3) 3.10 3.23 3.11 3.22
Average interest-earning assets to average interest-bearing liabilities 129.5 % 128.3 % 129.8 % 128.4 %
(1) The average loans receivable, net balances include nonaccrual loans.<br> <br>(2) Includes interest-bearing deposits (cash) at other financial institutions.<br> <br>(3) Net interest income divided by average interest-earning assets.
---

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Rate/Volume Analysis

The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the changes related to outstanding balances and changes in interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.

Three Months Ended Six Months Ended
June 30, 2020 vs. 2019 June 30, 2020 vs. 2019
Increase (Decrease) Due to Increase (Decrease) Due to
Volume Rate Total Increase (Decrease) Volume Rate Total Increase (Decrease)
(In thousands) (In thousands)
Interest earning assets: **** **** **** **** **** ****
Loans receivable, net $ 562 $ (799 ) $ (237 ) $ 575 $ (1,068 ) $ (493 )
Investments 516 (621 ) (105 ) 614 (958 ) (344 )
FHLB stock (33 ) — (33 ) (60 ) (14 ) (74 )
Other(1) 35 (85 ) (50 ) 86 (135 ) (49 )
Total interest-earning assets $ 1,080 $ (1,505 ) $ (425 ) $ 1,215 $ (2,175 ) $ (960 )
Interest-bearing liabilities: **** **** **** **** **** ****
Savings accounts $ 22 $ (125 ) $ (103 ) $ 48 $ (127 ) $ (79 )
Interest-bearing transaction accounts 2 (34 ) (32 ) 2 (51 ) (49 )
Money market accounts 41 46 87 22 101 123
Certificates of deposit 470 (449 ) 21 743 (551 ) 192
Borrowings (504 ) (331 ) (835 ) (905 ) (486 ) (1,391 )
Total interest-bearing liabilities $ 31 $ (893 ) $ (862 ) $ (90 ) $ (1,114 ) $ (1,204 )
Net change in interest income $ 1,049 $ (612 ) $ 437 $ 1,305 $ (1,061 ) $ 244
(1) Includes interest-bearing deposits (cash) at other financial institutions.
---

Off-Balance Sheet Activities

In the normal course of operations, First Federal engages in a variety of financial transactions that are not recorded in the financial statements. These transactions involve varying degrees of off-balance sheet credit, interest rate and liquidity risks. These transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments and lines of credit. For the six months ended June 30, 2020 and the year ended December 31, 2019, we engaged in no off-balance sheet transactions likely to have a material effect on our financial condition, results of operations or cash flows.

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Contractual Obligations

At June 30, 2020, our scheduled maturities of contractual obligations were as follows:

Within After 1 Year Through After 3 Years Through Beyond Total
1 Year 3 Years 5 Years 5 Years Balance
(In thousands)
Certificates of deposit $ 240,053 $ 70,167 $ 14,944 $ — $ 325,164
FHLB advances 62,379 20,000 30,000 — 112,379
Operating leases 432 715 698 2,228 4,073
Borrower taxes and insurance 1,403 — — — 1,403
Deferred compensation 352 219 62 341 974
Total contractual obligations $ 304,619 $ 91,101 $ 45,704 $ 2,569 $ 443,993

Commitments and Off-Balance Sheet Arrangements

The following table summarizes our commitments and contingent liabilities with off-balance sheet risks as of June 30, 2020:

Amount of Commitment Expiration
Within After 1 Year Through After 3 Years Through Beyond Total Amounts
1 Year 3 Years 5 Years 5 Years Committed
(In thousands)
Commitments to originate loans:
Fixed-rate $ 1,602 $ — $ — $ — $ 1,602
Variable-rate 130 — — — 130
Unfunded commitments under lines of credit or existing loans 34,204 27,402 — 58,664 120,270
Standby letters of credit 182 — — — 182
Total commitments $ 36,118 $ 27,402 $ — $ 58,664 $ 122,184

Liquidity Management

Liquidity is the ability to meet current and future financial obligations of a short-term and long-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of securities, and borrowings from the FHLB. While maturities and scheduled amortization of loans and securities are usually predictable sources of funds, deposit flows, calls of investment securities and borrowed funds, and prepayments on loans and investment securities are greatly influenced by general interest rates, economic conditions and competition, which can cause those sources of funds to fluctuate.

Management regularly adjusts our investments in liquid assets based upon an assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities, and the objectives of our interest-rate risk and investment policies.

Our most liquid assets are cash and cash equivalents followed by available for sale securities. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At June 30, 2020, cash and cash equivalents totaled $49.6 million, and unpledged securities classified as available-for-sale with a market value of $250.7 million provided additional sources of liquidity. We pledged collateral to support borrowings from the FHLB of $112.4 million and have an established borrowing arrangement with the Federal Reserve Bank of San Francisco, for which available-for-sale securities with a market value of $46.2 million were pledged as of June 30, 2020.

At June 30, 2020, we had $1.7 million in loan commitments outstanding, $120.5 million in undisbursed loans and standby letters of credit, including $68.4 million in undisbursed construction loan commitments.

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Certificates of deposit due within one year as of June 30, 2020 totaled $240.1 million, or 73.8% of certificates of deposit with a weighted-average rate of 1.20%. We believe the large percentage of certificates of deposit that mature within one year reflects customers' hesitancy to invest their funds for longer periods as market interest rates have recently declined. If these maturing deposits are not renewed, however, we will be required to seek other sources of funds, including other certificates of deposit, non-maturity deposits, and borrowings. We have the ability to attract and retain deposits by adjusting the interest rates offered as well as through sales and marketing efforts in the markets we serve. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on certificates of deposit. In addition, we believe that our branch network, and the general cash flows from our existing lending and investment activities, will provide us more than adequate long-term liquidity. For additional information, see the Consolidated Statements of Cash Flows in Item 1 of this Form 10-Q.

The Company is a separate legal entity from the Bank and provides for its own liquidity to pay its operating expenses and other financial obligations. At June 30, 2020, the Company (on an unconsolidated basis) had liquid assets of $12.4 million.

Capital Resources

At June 30, 2020, shareholders' equity totaled $176.3 million, or 11.9% of total assets. Our book value per share of common stock was $17.07 at June 30, 2020, compared to $16.48 at December 31, 2019.

At June 30, 2020, the Bank exceeded all regulatory capital requirements and was considered "well capitalized" under FDIC regulatory capital guidelines.

The following table provides the capital requirements and actual results for First Federal at June 30, 2020.

Actual Minimum Capital Requirements Minimum Required to be Well-Capitalized
Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
Tier I leverage capital (to average assets) $ 152,140 10.9 % $ 55,853 4.0 % $ 69,816 5.0 %
Common equity tier I (to risk-weighted assets) 152,140 15.1 45,231 4.5 65,333 6.5
Tier I risk-based capital (to risk-weighted assets) 152,140 15.1 60,308 6.0 80,410 8.0
Total risk-based capital (to risk-weighted assets) 164,532 16.4 80,410 8.0 100,513 10.0

In order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses, the Bank must maintain common equity tier 1 capital ("CET1") at an amount greater than the required minimum levels plus a capital conservation buffer of 2.5%.

Effect of Inflation and Changing Prices

The consolidated financial statements and related financial data presented in this report have been prepared according to generally accepted accounting principles in the United States, which require the measurement of financial and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs and the effect that general inflation may have on both short-term and long-term interest rates. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution's performance than do general levels of inflation. Although inflation expectations do affect interest rates, interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

There has not been any material change in the market risk disclosures contained in First Northwest Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2019.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

An evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of the Company's Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer), and other members of the Company's management team as of the end of the period covered by this quarterly report. The Company's Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2020, 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, and (ii) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b) Changes in Internal Controls.

There have been no changes in the Company's internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that occurred during the quarter ended June 30, 2020, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company's business. While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures. The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent every error or instance of fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns in controls or procedures can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls become inadequate because of changes in 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.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company is engaged in legal proceedings in the ordinary course of business, none of which are currently considered to have a material impact on the Company’s financial position or results of operations.

Item 1A. Risk Factors

The disclosures below supplement the risk factors previously disclosed under Part I. Item 1A of the Company's Form 10-K for the year ended December 31, 2019.

The effects of the COVID-19 pandemic could adversely affect our customers future results of operations and/or the market price of our stock.

The COVID-19 pandemic continues to rapidly evolve, as do federal, state and local efforts to address it. Both the direct effects of the pandemic and the resulting United States governmental responses are of an unprecedented scope as it impacts both the health and the economy of our country and the world at large. No one can predict the extent or duration of the pandemic, or its effect on the markets that we serve. Further, the ongoing efforts and impact of the government in mitigating the health and the economic effects of the pandemic cannot currently be predicted, whether on our business or as to the economy as a whole. The pandemic has thus far resulted in significant volatility in international and United States markets, which could adversely affect the market price of our stock. To date, the pandemic has resulted in significant business disruption and volatility in the international and domestic markets, which has adversely affected the market price of our stock and stocks in general

The Company continues to manage through uncertainties and complexities created by the pandemic. As an essential business, our employees have been able to work safely in our branch locations and over 70% of our workforce has the ability to work from home. However, the economic downturn in local markets we serve could result in increased credit risk associated with the loan portfolio as customers are unable to repay loans and meet their obligations, as well as adversely impact our earnings. We believe our strong capital position will be important in managing through the unknown impact of the pandemic.

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

(a) Not applicable.
(b) Not applicable.
--- ---
(c) The following table summarizes common stock repurchases during the three months ended June 30, 2020:
--- ---
Total Number of Shares Repurchased as Part of Publicly Maximum Number of Shares that May Yet Be Repurchased
--- --- --- --- --- --- --- --- ---
Period Total Number of Shares Purchased Average Price Paid per Share Announced Plans (1) Under the Plans
April 1, 2020 - April 30, 2020 — $ — — 272,030
May 1, 2020 - May 31, 2020 54,181 12.32 54,181 217,849
June 1, 2020 - June 30, 2020 76,056 13.16 76,056 141,793
Total 130,237 $ 12.81 130,237

(1) On December 5, 2019, the Company announced that its Board of Directors had authorized the repurchase of up to an additional 535,097 shares of its common stock, or approximately 5% of its shares of common stock issued and outstanding as of December 2, 2019. As of June 30, 2020, a total of 393,304 shares, or 73.5% percent of the shares authorized in the December 2019 stock repurchase plan, have been purchased at an average cost of $12.88 per share, leaving 141,793 shares available for future purchases.

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Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

COVID-19 Legislation and Regulation.

General. Governments at the federal, state, and local levels continue to take steps to address the impact of the COVID-19 emergency. On March 27, 2020 the President signed into law the historic $2 trillion federal stimulus package known as the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which included $350 billion in stimulus for small businesses under the so-called “Paycheck Protection Program,” along with direct stimulus payments (i.e., “economic impact payments” or “stimulus checks”) for many eligible Americans. The initial amounts available under the Paycheck Protection Program were quickly exhausted in less than two weeks, which prompted Congress to negotiate additional funding. On April 24, 2020, the Paycheck Protection Program and Health Care Enforcement Act was signed into law to replenish funding to the Paycheck Protection Program and to provide other spending for hospitals and virus testing. Further, on July 3, 2020 the President extended the deadline for potential borrowers to apply for Paycheck Protection Program funds until August 8, 2020. The legislative and regulatory landscape surrounding COVID-19 is rapidly changing, and neither the Company nor the Bank can predict with certainty the impact it will have on our operations or business.

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Item 6. Exhibits

Exhibit<br> <br>No. Exhibit Description Filed<br> <br>Herewith Form Original Exhibit No. Filing Date SEC File No.
10.1* Form of Restricted Shares Award Agreement under the First Northwest Bancorp 2020 Equity Incentive Plan X
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act X
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act X
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act X
101 The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline Extensible Business Reporting Language (iXBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated Statements of Comprehensive Income; (4) Consolidated Statements of Cash Flows; and (5) Selected Notes to Consolidated Financial Statements
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Denotes a management contract or compensatory plan or arrangement.

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SIGNATURES

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

FIRST NORTHWEST BANCORP
Date: August 10, 2020 /s/ Matthew P. Deines
Matthew P. Deines
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: August 10, 2020 /s/ Geraldine L. Bullard
Geraldine L. Bullard
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

53

ex_189211.htm

EXHIBIT 31.1

Certification of Chief Executive Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Matthew P. Deines, President, Chief Executive Officer and Director of First Northwest Bancorp, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of First Northwest Bancorp;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
--- ---
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fiscal fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
--- ---
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions);
--- ---
a. All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data information; and
--- ---
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
--- ---
Date: August 10, 2020 /s/Matthew P. Deines
--- ---
Matthew P. Deines<br><br> <br>President, Chief Executive Officer and Director<br><br> <br>(Principal Executive Officer)

ex_189212.htm

EXHIBIT 31.2

Certification of Chief Financial Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Geraldine Bullard, Executive Vice President and Chief Financial Officer of First Northwest Bancorp, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of First Northwest Bancorp;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
--- ---
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fiscal fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
--- ---
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions);
--- ---
a. All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data information; and
--- ---
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
--- ---
Date: August 10, 2020 /s/Geraldine Bullard
--- ---
Geraldine Bullard<br><br> <br>Executive Vice President and Chief Financial Officer<br><br> <br>(Principal Financial and Accounting Officer)

ex_189213.htm

EXHIBIT 32

Certification of Chief Executive Officer and Chief Financial Officer of First Northwest Bancorp

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Each of the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with this Quarterly Report on Form 10-Q, for the quarter ended June 30, 2020, that:

1. the report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in the report.
--- ---
/s/Matthew P. Deines /s/Geraldine Bullard
--- ---
Matthew P. Deines<br><br> <br>President, Chief Executive Officer and Director<br><br> <br>(Principal Executive Officer) Geraldine Bullard<br><br> <br>Executive Vice President and Chief Financial Officer<br><br> <br>(Principal Financial and Accounting Officer)

Dated: August 10, 2020

ex_198105.htm

Exhibit 10.1

Restricted SHARES AWARD AGREEMENTunder the

FIRST NORTHWEST BANCORP 2020 EQUITY INCENTIVE PLAN

This Restricted Shares Award Agreement (this "Agreement"), effective as of the Grant Date indicated below, evidences the grant of Restricted Shares to Participant under Article 9 of the First Northwest Bancorp 2020 Equity Incentive Plan (the "Plan"). The terms and conditions of the Plan are incorporated into this Agreement by this reference.

Company: FIRST NORTHWEST BANCORP
Participant:
Address of Participant:
Plan Number
Grant Date:
Number of Restricted Shares subject to Restricted Award:
Value of Award on Award Date: ****
Restriction P eriod s (Vesting Schedule): Anniversary (Vesting) Date<br><br> <br><br><br> <br>__________________________<br><br> <br><br><br> <br>__________________________<br><br> <br><br><br> <br>__________________________ Shares Vested<br><br> <br><br><br> <br>__________________________<br><br> <br><br><br> <br>__________________________<br><br> <br><br><br> <br>__________________________

*Vested Shares will be rounded up to the nearest whole number; provided, however, that Participant will not have the right to receive more than the total number of Restricted Shares subject to this Award (subject to adjustment under Article 12 of the Plan).

The terms and conditions of this Award are set forth on the following pages of this Agreement and are, in each instance, subject to the terms and conditions of the Plan. Capitalized terms not otherwise defined in this Agreement have the meanings given them in the Plan. By signing below, Participant acknowledges receipt of a copy of the Plan.

This Agreement may be acknowledged and accepted by Participant by signing below or by electronic or other digital signature as permitted by the Company.

_________________________________ <br> Participant FIRST NORTHWEST BANCORP<br><br> <br>By:__________________________________<br> Print Name:___________________________<br> Title:_________________________________

R estricted SHARES A WARD AGREEMENT

u nder t he

First Northwest Bancorp 2020 Equity Incentive Plan

TERMS AND CONDITIONS

1.     Vesting and Settlement of Award

1.1     Settlement. Unless previously forfeited pursuant to Section 1.2 below or as otherwise provided by this Agreement, the designated percentage of Restricted Shares will be settled on each Anniversary Date shown on the first page of this Agreement or, if not a business day, on the first business day thereafter (the "Settlement Date"), by removal of the Restrictions as to a number of Shares equal to the number of Restricted Shares that Vested on that Settlement Date. Restricted Shares that Vest upon Participant’s death or Disability will be settled promptly following Vesting. Restricted Shares that Vest upon the occurrence of a Change in Control Date will be settled as provided in Section 9.7 of the Plan. Vested Shares may be subject to additional transfer restrictions as provided in this Agreement.

1.2     Requirement of Continuous Service. Except as otherwise provided in this Agreement, in the event that Participant's Continuous Service is interrupted or terminated, all Restricted Shares not previously Vested will be forfeited immediately without payment of any kind to Participant.

1.3     Acceleration of Vesting. Notwithstanding the Vesting Schedule and Sections 1.1 and 1.2 set forth above, the Restricted Shares will become fully Vested (a) in the event that Participant’s Continuous Service terminates on account of Participant’s death or Disability and (b) to the extent provided in Section 9.7 of the Plan.

1.4     Other Documents. Participant will be required to furnish to the Company before settlement such other documents or representations as the Company may require to assure compliance with applicable laws and regulations.

1.5     Restricted Shares Not Transferable. Except as provided in Section 6.5(d) of the Plan, neither the Restricted Shares, nor this Agreement, nor any interest or right in the Restricted Shares or this Agreement, may be sold, pledged, assigned, transferred, or disposed of in any manner other than by will or the laws of descent and distribution, unless and until the Restricted Shares have been settled as provided in Section 1.1 set forth above. Neither the Restricted Shares nor any interest or right in the Restricted Shares will be liable for the debts, obligations, contracts or engagements of Participant or Participant’s successors in interest or will be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary, or by operation of law, judgment, levy, attachment, garnishment, or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition will be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

1.6     Stock Power. Participant agrees to deliver a Stock Power and Assignment in the form attached as Exhibit B (with the transferee, date, and number of shares left blank), executed by Participant in favor of the Company. Restricted Shares will not be issued in Participant’s name until the required Stock Power and Assignment is delivered by Participant to the Company. The Stock Power and Assignment is a power coupled with an interest and may not be revoked by Participant. Restricted Shares will be issued in book-entry registration and the Restrictions will be noted in the stock transfer ledger maintained by the Company’s transfer agent until removed in accordance with Section 1.1 above.

1.7     Rights as S hare holder. In accordance with Section 9.6 of the Plan, Participant will have the right to vote any unforfeited Restricted Shares, including during the applicable Restriction Period. Participant's rights to cash dividends and stock dividends will be as provided in Section 9.6 of the Plan.

2.     Tax Withholding and Reimbursement

Participant is responsible for the payment of all federal, state and local withholding taxes and Participant's portion of any applicable payroll taxes imposed in connection with the settlement of Restricted Shares as provided in Section 1.1 above (collectively, the "Applicable Taxes"). Payment may be made, at Participant’s election (a) by check or in cash or (b) by Participant’s written notice to the Company (in compliance with any applicable restrictions imposed by applicable statute, rule or regulation), electing to have the Participant’s tax withholding obligations satisfied by the cancellation of Restricted Shares as to which Restrictions were otherwise to be removed in connection with settlement of the Award. The value of the Restricted Shares so withheld and cancelled will be calculated based on their Fair Market Value on the Settlement Date. In no event may the value of the Restricted Shares withheld exceed the sum of all tax obligations of Participant attributable to settlement of the Award, calculated based on the maximum statutory tax rates applicable to Participant. The Company may reduce the number of Restricted Shares to be withheld to the extent it deems necessary in its sole discretion to avoid adverse accounting or other consequences to the Company. To the extent Participant does not make acceptable arrangements with regard to satisfaction of the Participant’s tax withholding obligations in connection with settlement of the Award, the provisions of Section 14.1 of the Plan will apply.

3.     Potential Section 83(b) Election

The Participant understands that an election may be made under Section 83(b) of the Code to accelerate the Participant’s tax obligation with respect to receipt of the Restricted Shares from the date the Restricted Shares would otherwise Vest under this Agreement to the Grant Date by timely submitting an election to the Internal Revenue Service substantially in the form attached hereto as Exhibit A (or in accordance with the Internal Revenue Service rules in effect at the time the election is made).

4.     Code Section 409A

This Agreement and the Award are intended to be exempt from the requirements of Code Section 409A by reason of all payments being "short-term deferrals" within the meaning of Treas. Reg. § 1.409A-1(b)(4). All provisions of this Agreement shall be interpreted in a manner consistent with preserving this exemption. In no event will the Company be liable for any tax, interest, or penalties that may be imposed on Participant by Code Section 409A or any damages for failing to comply with Code Section 409A.

.

5.     Conditions Precedent

The Company will not be required to issue any Restricted Shares until the Company has taken any action required to comply with all applicable laws, rules and regulations. Such action may include, without limitation, (a) registering or qualifying such Shares under any state or federal law or under the rules of any securities exchange or association, (b) satisfying any law or rule relating to the transfer of unregistered securities or demonstrating the availability of an exemption from any such law, (c) placing a restrictive legend or stop-transfer instructions on the Shares following Vesting, or (d) obtaining the consent or approval of any governmental or regulatory body.

6.     Clawback/Recovery

Compensation paid to Participant under this Agreement is subject to recoupment in accordance with any clawback policy adopted by the Company and in effect from time to time, including any such policy adopted after the date of this Agreement, as well as any similar requirement of applicable law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection, and rules adopted by a governmental agency or applicable securities exchange under any such law. Among other matters, in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws, the Company will be entitled to recover incentive compensation awarded to current or former executive officers of the Company, including compensation provided under this Agreement, during the preceding three years, to the extent the original awards exceed the amounts that would have been issued under the restated results, or as otherwise required by applicable laws or regulations. Participant agrees to promptly repay or return any such compensation as directed by the Company under any such clawback policy or requirement, including the value received from a disposition of Shares acquired pursuant to this Agreement.

7.     Successorship

Subject to restrictions on transferability set forth in the Plan and this Agreement, this Agreement will be binding upon and benefit the parties, their successors and assigns to the extent permitted by law.

8.     Notices

All notices and other writings of any kind that a party to this Agreement may or is required to give hereunder to any other party hereto shall be in writing and may be delivered by personal service or overnight courier, facsimile, or registered or certified mail, return receipt requested, deposited in the United States mail with postage thereon fully prepaid, addressed (a) if to the Company, to its principal executive office, marked to the attention of the corporate secretary of the Company; or (b) if to Participant, to Participant's address set forth on the front page hereof. Any notice or other writings so delivered shall be deemed given (x) if by mail, on the third (3rd) business day after mailing, and (y) if by other means, on the date of actual receipt by the party to whom it is addressed. Any party hereto may from time to time by notice in writing served upon the other as provided herein, designate a different mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered.

9.     Choice of Law

Except with respect to references to the Code or federal securities laws, this Agreement and the Plan will be governed by and construed in accordance with the laws of the state of Washington, without regard to principles of conflicts of laws.

10.     Attorney Fees

In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party to such litigation, as determined by the court in a final judgment or decree, shall pay the successful party all costs, expenses and reasonable attorneys' fees incurred by the successful party (including, without limitation, costs, expenses and fees on any appeal).

11.     Waiver

No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement.

EXHIBIT A

ELECTION UNDER SECTION 83(b)OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income as compensation for services the excess (if any) of the fair market value of the shares described below over the amount paid for those shares.

1.     The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

NAME OF TAXPAYER:

ADDRESS:

SOCIAL SECURITY NO. OF TAXPAYER:

TAXABLE YEAR: Calendar Year 20__

2.     The property with respect to which the election is made is described as follows: ________________ shares of the common stock of First Northwest Bancorp, a Washington corporation (the "Company").

3.     The date on which the property was transferred to the taxpayer is: _____________

4.     The property is subject to the following restrictions:

The property will be forfeited to the Company when the taxpayer's services with the Company are terminated. The foregoing restrictions lapse in a series of installments over a 3-year period ending on July 7, 2023.

5.     The aggregate fair market value at the time of transfer of such property (determined without regard to any restriction other than a restriction that by its terms will never lapse) is: $_________________.

6.     The aggregate amount (if any) paid for such property is: $______________.

  1. The amount to include in gross income is $______________. [The result of the amount reported in Item 5 minus the amount reported in Item 6.]

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property. The undersigned is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner of Internal Revenue.

Dated: __________________________

Taxpayer Print Name: ________________________

IF YOU DECIDE TO MAKE AN 83(b) ELECTION, YOU MUST FILE THIS FORM WITHIN THIRTY (30) DAYS F OLLOWING THE DATE OF AWARD AND AS OTHERWISE DESCRIBED BELOW.

DISTRIBUTION OF COPIES

1.     The original is to be filed with the Internal Revenue Service Center where the taxpayer's income tax return will be filed. Filing must be made by no later than thirty (30) days after the date the property was transferred.

2.     Provide a copy to the Company.

EXHIBIT B

STOCK POWER AND ASSIGNMENT

FOR VALUE RECEIVED, I hereby sell, assign, and transfer to First Northwest Bancorp (the “Company”)      shares of the common stock of the Company, standing in my name on the books and records of the Company, represented by Certificate No.                     or otherwise identified in book-entry form as                    , and do hereby irrevocably constitute and appoint the Secretary of the Company as attorney-in-fact, with full power of substitution, to transfer this stock on the books and records of the Company.

___________________________________

Participant

Dated:

________________________

In the presence of:

________________________

Name:

[Please see Section 1.6 of the Restricted Shares Award Agreement for information on completing this form.]

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