10-Q 1 tsbk-6302019x10q.htm 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _____ to _____.
Commission file number 000-23333
TIMBERLAND BANCORP, INC.
(Exact name of registrant as specified in its charter)

Washington | 91-1863696
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)

624 Simpson Avenue, Hoquiam, Washington | 98550
(Address of principal executive offices) | (Zip Code)

(360) 533-4747
(Registrant’s telephone number, including area code)
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, $.01 par value | TSBK | 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 X 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 _X_ No __
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ___ No _X_
As of August 1, 2019, there were 8,340,928 shares of the registrant's common stock, $.01 par value per share outstanding.

INDEX

PART I. |  | FINANCIAL INFORMATION | Page
Item 1. |  | Financial Statements (unaudited) |
|  | Consolidated Balance Sheets | 3
|  | Consolidated Statements of Income | 5
|  | Consolidated Statements of Comprehensive Income | 7
|  | Consolidated Statements of Shareholders’ Equity | 8
|  | Consolidated Statements of Cash Flows | 10
|  | Notes to Unaudited Consolidated Financial Statements | 12
Item 2. |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 41
Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk | 54
Item 4. |  | Controls and Procedures | 54
PART II. |  | OTHER INFORMATION |
Item 1. |  | Legal Proceedings | 54
Item 1A. |  | Risk Factors | 54
Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds | 55
Item 3. |  | Defaults Upon Senior Securities | 55
Item 4. |  | Mine Safety Disclosures | 55
Item 5. |  | Other Information | 55
Item 6. |  | Exhibits | 56
SIGNATURES |
Certifications |
|  | Exhibit 31.1 |
|  | Exhibit 31.2 |
|  | Exhibit 32 |
|  | Exhibit 101 |

2

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 30, 2019 and September 30, 2018
(Dollars in thousands, except per share amounts)

| June 30, 2019 |  |  | September 30, 2018 |
| (Unaudited) |  | * |
Assets |  |  |
Cash and cash equivalents: |  |  |
Cash and due from financial institutions | $ | 24,169 |  |  | $ | 20,238 |
Interest-bearing deposits in banks | 146,666 |  |  | 128,626 |
Total cash and cash equivalents | 170,835 |  |  | 148,864 |
Certificates of deposit (“CDs”) held for investment (at cost, which approximates fair value) | 81,184 |  |  | 63,290 |
Investment securities held to maturity, at amortized cost (estimated fair value $39,091 and $13,264) | 37,645 |  |  | 12,810 |
Investment securities available for sale, at fair value | 2,028 |  |  | 1,154 |
Investments in equity securities, at fair value | 951 |  |  | — |
Federal Home Loan Bank of Des Moines (“FHLB”) stock | 1,437 |  |  | 1,190 |
Other investments, at cost | 3,000 |  |  | 3,000 |
Loans held for sale | 3,338 |  |  | 1,785 |
Loans receivable, net of allowance for loan losses of $9,631 and $9,530 | 873,982 |  |  | 725,391 |
Premises and equipment, net | 23,090 |  |  | 18,953 |
Other real estate owned (“OREO”) and other repossessed assets, net | 1,719 |  |  | 1,913 |
Accrued interest receivable | 3,759 |  |  | 2,877 |
Bank owned life insurance (“BOLI”) | 20,866 |  |  | 19,813 |
Goodwill | 15,131 |  |  | 5,650 |
Core deposit intangible (“CDI”), net | 2,144 |  |  | — |
Mortgage servicing rights (“MSRs”), net | 2,372 |  |  | 2,028 |
Escrow deposit for business combination | — |  |  | 6,900 |
BOLI death benefit receivable | 1,019 |  |  | — |
Other assets | 2,810 |  |  | 2,672 |
Total assets | $ | 1,247,310 |  |  | $ | 1,018,290 |
Liabilities and shareholders’ equity |  |  |  |  |
Liabilities |  |  |  |  |
Deposits: |  |  |
Non-interest-bearing demand | $ | 287,552 |  |  | $ | 233,258 |
Interest-bearing | 784,983 |  |  | 656,248 |
Total deposits | 1,072,535 |  |  | 889,506 |
Other liabilities and accrued expenses | 8,506 |  |  | 4,127 |
Total liabilities | 1,081,041 |  |  | 893,633 |

* Derived from audited consolidated financial statements.
See notes to unaudited consolidated financial statements
3

TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (continued)
June 30, 2019 and September 30, 2018
(Dollars in thousands, except per share amounts)

| June 30, 2019 |  |  | September 30, 2018 |
| (Unaudited) |  | * |
Shareholders’ equity |  |  |
Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued | $ | — |  |  | $ | — |
Common stock, $0.01 par value; 50,000,000 shares authorized; 8,340,928 shares issued and outstanding - June 30, 2019 7,401,177 shares issued and outstanding - September 30, 2018 | 43,398 |  |  | 14,394 |
Unearned shares issued to Employee Stock Ownership Plan (“ESOP”) | — |  |  | (133 | )
Retained earnings | 122,904 |  |  | 110,525 |
Accumulated other comprehensive loss | (33 | ) |  | (129 | )
Total shareholders’ equity | 166,269 |  |  | 124,657 |
Total liabilities and shareholders’ equity | $ | 1,247,310 |  |  | $ | 1,018,290 |

* Derived from audited consolidated financial statements.
See notes to unaudited consolidated financial statements
4

TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
For the three and nine months ended June 30, 2019 and 2018
(Dollars in thousands, except per share amounts)
(Unaudited)

| Three Months Ended June 30, |  | Nine Months Ended June 30,
| 2019 |  |  | 2018 |  |  | 2019 |  |  | 2018 |
Interest and dividend income |  |  |  |  |  |  |
Loans receivable and loans held for sale | $ | 12,459 |  |  | $ | 9,530 |  |  | $ | 36,457 |  |  | $ | 28,342 |
Investment securities | 339 |  |  | 51 |  |  | 915 |  |  | 147 |
Dividends from mutual funds, FHLB stock and other investments | 43 |  |  | 31 |  |  | 121 |  |  | 83 |
Interest-bearing deposits in banks and CDs | 1,344 |  |  | 845 |  |  | 3,849 |  |  | 2,209 |
Total interest and dividend income | 14,185 |  |  | 10,457 |  |  | 41,342 |  |  | 30,781 |
Interest expense |  |  |  |  |  |  |
Deposits | 1,248 |  |  | 730 |  |  | 3,332 |  |  | 1,996 |
Total interest expense | 1,248 |  |  | 730 |  |  | 3,332 |  |  | 1,996 |
Net interest income | 12,937 |  |  | 9,727 |  |  | 38,010 |  |  | 28,785 |
Provision for loan losses | — |  |  | — |  |  | — |  |  | — |
Net interest income after provision for loan losses | 12,937 |  |  | 9,727 |  |  | 38,010 |  |  | 28,785 |
Non-interest income |  |  |  |  |  |  |
Recoveries (other than temporary impairment "OTTI") on investment securities | 14 |  |  | 19 |  |  | 46 |  |  | 60 |
Adjustment for portion of OTTI transferred from other comprehensive income (loss) before income taxes | — |  |  | — |  |  | (12 | ) |  | (5 | )
Net recoveries on investment securities | 14 |  |  | 19 |  |  | 34 |  |  | 55 |
Gain on sale of investment securities held to maturity, net | 47 |  |  | — |  |  | 47 |  |  | — |
Service charges on deposits | 1,175 |  |  | 1,137 |  |  | 3,581 |  |  | 3,447 |
ATM and debit card interchange transaction fees | 1,090 |  |  | 921 |  |  | 2,896 |  |  | 2,648 |
BOLI net earnings | 188 |  |  | 134 |  |  | 1,502 |  |  | 407 |
Gain on sales of loans, net | 520 |  |  | 435 |  |  | 1,194 |  |  | 1,427 |
Escrow fees | 54 |  |  | 47 |  |  | 150 |  |  | 158 |
Servicing income on loans sold | 110 |  |  | 121 |  |  | 375 |  |  | 354 |
Fee income from non-deposit investment sales | 6 |  |  | 28 |  |  | 43 |  |  | 74 |
Other, net | 334 |  |  | 303 |  |  | 922 |  |  | 794 |
Total non-interest income, net | 3,538 |  |  | 3,145 |  |  | 10,744 |  |  | 9,364 |

See notes to unaudited consolidated financial statements
5

TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (continued)
For the three and nine months ended June 30, 2019 and 2018
(Dollars in thousands, except per share amounts)
(Unaudited)

| Three Months Ended June 30, |  | Nine Months Ended June 30,
| 2019 |  |  | 2018 |  |  | 2019 |  |  | 2018 |
Non-interest expense |  |  |  |  |  |  |
Salaries and employee benefits | $ | 4,501 |  |  | $ | 3,912 |  |  | $ | 13,974 |  |  | $ | 11,862 |
Premises and equipment | 998 |  |  | 795 |  |  | 2,946 |  |  | 2,361 |
Loss (gain) on sales/dispositions of premises and equipment, net | — |  |  | — |  |  | 8 |  |  | (113 | )
Advertising | 177 |  |  | 205 |  |  | 543 |  |  | 591 |
OREO and other repossessed assets, net | 145 |  |  | (92 | ) |  | 247 |  |  | 114 |
ATM and debit card interchange transaction fees | 364 |  |  | 334 |  |  | 1,174 |  |  | 982 |
Postage and courier | 131 |  |  | 104 |  |  | 379 |  |  | 340 |
State and local taxes | 237 |  |  | 169 |  |  | 642 |  |  | 498 |
Professional fees | 267 |  |  | 368 |  |  | 687 |  |  | 829 |
Federal Deposit Insurance Corporation ("FDIC") insurance | 72 |  |  | 101 |  |  | 243 |  |  | 242 |
Loan administration and foreclosure | 73 |  |  | 76 |  |  | 244 |  |  | 247 |
Data processing and telecommunications | 987 |  |  | 465 |  |  | 2,667 |  |  | 1,427 |
Deposit operations | 391 |  |  | 285 |  |  | 1,049 |  |  | 815 |
Amortization of CDI | 120 |  |  | — |  |  | 339 |  |  | — |
Other | 504 |  |  | 400 |  |  | 1,665 |  |  | 1,324 |
Total non-interest expense | 8,967 |  |  | 7,122 |  |  | 26,807 |  |  | 21,519 |
Income before income taxes | 7,508 |  |  | 5,750 |  |  | 21,947 |  |  | 16,630 |
Provision for income taxes | 1,552 |  |  | 1,334 |  |  | 4,262 |  |  | 4,331 |
Net income | $ | 5,956 |  |  | $ | 4,416 |  |  | $ | 17,685 |  |  | $ | 12,299 |
Net income per common share |  |  |  |  |  |  |
Basic | $ | 0.71 |  |  | $ | 0.60 |  |  | $ | 2.13 |  |  | $ | 1.68 |
Diluted | $ | 0.70 |  |  | $ | 0.59 |  |  | $ | 2.09 |  |  | $ | 1.64 |
Weighted average common shares outstanding |  |  |  |  |  |  |
Basic | 8,338,637 |  |  | 7,345,618 |  |  | 8,313,913 |  |  | 7,328,702 |
Diluted | 8,482,360 |  |  | 7,535,157 |  |  | 8,468,212 |  |  | 7,518,447 |
Dividends paid per common share | $ | 0.25 |  |  | $ | 0.23 |  |  | $ | 0.63 |  |  | $ | 0.47 |

See notes to unaudited consolidated financial statements
6

TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three and nine months ended June 30, 2019 and 2018
(Dollars in thousands)
(Unaudited)

| Three Months Ended June 30, |  | Nine Months Ended June 30,
| 2019 |  |  | 2018 |  |  | 2019 |  |  | 2018 |
Comprehensive income |  |  |  |  |  |  |
Net income | $ | 5,956 |  |  | $ | 4,416 |  |  | $ | 17,685 |  |  | $ | 12,299 |
Other comprehensive income (loss) |  |  |  |  |  |  |
Unrealized holding gain (loss) on investment securities available for sale, net of income taxes of $3, ($1), $2 and ($5), respectively | 9 |  |  | (7 | ) |  | 7 |  |  | (32 | )
Change in OTTI on investment securities held to maturity, net of income taxes: |  |  |  |  |  |  |
Adjustments related to other factors for which OTTI was previously recognized, net of income taxes of ($1), $0, ($1) and ($2), respectively | (4 | ) |  | — |  |  | (4 | ) |  | (6 | )
Amount reclassified to credit loss for previously recorded market loss, net of income taxes of $0, $0, $3 and $1, respectively | — |  |  | — |  |  | 9 |  |  | 4 |
Accretion of OTTI on investment securities held to maturity, net of income taxes of $2, $2, $6 and $8, respectively | 7 |  |  | 5 |  |  | 21 |  |  | 24 |
Total other comprehensive income (loss), net of income taxes | 12 |  |  | (2 | ) |  | 33 |  |  | (10 | )
Total comprehensive income | $ | 5,968 |  |  | $ | 4,414 |  |  | $ | 17,718 |  |  | $ | 12,289 |

See notes to unaudited consolidated financial statements
7

TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the three months ended June 30, 2019 and 2018
(Dollars in thousands, except per share amounts)
(Unaudited)

| Common Stock |  | Unearned Shares Issued to ESOP |  |  |  |  | Accumulated Other Compre- hensive Loss |  |  |
| Number of Shares |  | Amount |  |  | Retained Earnings |  |  | Total
Balance, March 31, 2018 | 7,390,227 |  |  | $ | 13,891 |  |  | $ | (265 | ) |  | $ | 104,349 |  |  | $ | (132 | ) |  | $ | 117,843 |
|  |  |  |  |  |  |  |  |  |  | — |
Net income | — |  |  | — |  |  | — |  |  | 4,416 |  |  | — |  |  | 4,416 |
Other comprehensive loss | — |  |  | — |  |  | — |  |  | — |  |  | (2 | ) |  | (2 | )
Exercise of stock options | 5,700 |  |  | 58 |  |  | — |  |  | — |  |  | — |  |  | 58 |
Common stock dividends ($0.23 per common share) | — |  |  | — |  |  | — |  |  | (1,700 | ) |  | — |  |  | (1,700 | )
Earned ESOP shares, net of income taxes | — |  |  | 170 |  |  | 66 |  |  | — |  |  | — |  |  | 236 |
Stock option compensation expense | — |  |  | 43 |  |  | — |  |  | — |  |  | — |  |  | 43 |
Balance, June 30, 2018 | 7,395,927 |  |  | 14,162 |  |  | (199 | ) |  | 107,065 |  |  | (134 | ) |  | 120,894 |
Balance, March 31, 2019 | 8,336,419 |  |  | 43,351 |  |  | — |  |  | 119,032 |  |  | (45 | ) |  | 162,338 |
Net income | — |  |  | — |  |  | — |  |  | 5,956 |  |  | — |  |  | 5,956 |
Other comprehensive income | — |  |  | — |  |  | — |  |  | — |  |  | 12 |  |  | 12 |
Repurchase of common stock | (2,831 | ) |  | (70 | ) |  | — |  |  | — |  |  | — |  |  | (70 | )
Exercise of stock options | 7,340 |  |  | 57 |  |  | — |  |  | — |  |  | — |  |  | 57 |
Common stock dividends ($0.25 per common share) | — |  |  | — |  |  | — |  |  | (2,084 | ) |  | — |  |  | (2,084 | )
Earned ESOP shares, net of income taxes | — |  |  | 7 |  |  | — |  |  | — |  |  | — |  |  | 7 |
Stock option compensation expense | — |  |  | 53 |  |  | — |  |  | — |  |  | — |  |  | 53 |
Balance, June 30, 2019 | 8,340,928 |  |  | $ | 43,398 |  |  | $ | — |  |  | $ | 122,904 |  |  | $ | (33 | ) |  | $ | 166,269 |

See notes to unaudited consolidated financial statements
8

TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the nine months ended June 30, 2019 and 2018
(Dollars in thousands, except per share amounts)
(Unaudited)

| Common Stock |  | Unearned Shares Issued to ESOP |  |  |  |  | Accumulated Other Compre-hensive Loss |  |  |
| Number of Shares |  | Amount |  |  | Retained Earnings |  |  | Total
Balance, September 30, 2017 | 7,361,077 |  |  | $ | 13,286 |  |  | $ | (397 | ) |  | $ | 98,235 |  |  | $ | (124 | ) |  | $ | 111,000 |
Net income | — |  |  | — |  |  | — |  |  | 12,299 |  |  | — |  |  | 12,299 |
Other comprehensive loss | — |  |  | — |  |  | — |  |  | — |  |  | (10 | ) |  | (10 | )
Exercise of stock options | 34,850 |  |  | 292 |  |  | — |  |  | — |  |  | — |  |  | 292 |
Common stock dividends ($0.47 per common share) | — |  |  | — |  |  | — |  |  | (3,469 | ) |  | — |  |  | (3,469 | )
Earned ESOP shares, net of income taxes | — |  |  | 454 |  |  | 198 |  |  | — |  |  | — |  |  | 652 |
Stock option compensation expense | — |  |  | 130 |  |  | — |  |  | — |  |  | — |  |  | 130 |
Balance, June 30, 2018 | 7,395,927 |  |  | 14,162 |  |  | (199 | ) |  | 107,065 |  |  | (134 | ) |  | 120,894 |
Balance, September 30, 2018 | 7,401,177 |  |  | 14,394 |  |  | (133 | ) |  | 110,525 |  |  | (129 | ) |  | 124,657 |
Net income | — |  |  | — |  |  | — |  |  | 17,685 |  |  | — |  |  | 17,685 |
Other comprehensive income | — |  |  | — |  |  | — |  |  | — |  |  | 33 |  |  | 33 |
Repurchase of common stock | (2,831 | ) |  | (70 | ) |  | — |  |  | — |  |  | — |  |  | (70 | )
Common stock issued for business combination | 904,826 |  |  | 28,267 |  |  | — |  |  | — |  |  | — |  |  | 28,267 |
Exercise of stock options | 37,756 |  |  | 340 |  |  | — |  |  | — |  |  | — |  |  | 340 |
Common stock dividends ($0.63 per common share) | — |  |  | — |  |  | — |  |  | (5,243 | ) |  | — |  |  | (5,243 | )
Earned ESOP shares, net of income taxes | — |  |  | 308 |  |  | 133 |  |  | — |  |  | — |  |  | 441 |
Stock option compensation expense | — |  |  | 159 |  |  | — |  |  | — |  |  | — |  |  | 159 |
Adoption of Accounting Standards Update ("ASU") 2016-01 | — |  |  | — |  |  | — |  |  | (63 | ) |  | 63 |  |  | — |
Balance, June 30, 2019 | 8,340,928 |  |  | $ | 43,398 |  |  | $ | — |  |  | $ | 122,904 |  |  | $ | (33 | ) |  | $ | 166,269 |

See notes to unaudited consolidated financial statements
9

TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended June 30, 2019 and 2018
(Dollars in thousands)
(Unaudited)

| Nine Months Ended June 30,
| 2019 |  |  | 2018 |
Cash flows from operating activities |  |  |
Net income | $ | 17,685 |  |  | $ | 12,299 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |
Depreciation | 1,232 |  |  | 940 |
Accretion of discount on purchased loans | (457 | ) |  | — |
Amortization of CDI | 339 |  |  | — |
Earned ESOP shares | 441 |  |  | 652 |
Stock option compensation expense | 159 |  |  | 130 |
Net recoveries on investment securities | (34 | ) |  | (55 | )
Change in fair value of investments in equity securities | (34 | ) |  | — |
Gain on sale of investment securities held to maturity | (47 | ) |  | — |
Gain on sales of OREO and other repossessed assets, net | (31 | ) |  | (217 | )
Provision for OREO losses | 23 |  |  | 224 |
Gain on sales of loans, net | (1,194 | ) |  | (1,427 | )
Loss (gain) on sales/disposition of premises and equipment, net | 8 |  |  | (113 | )
Loans originated for sale | (48,542 | ) |  | (46,256 | )
Proceeds from sales of loans | 48,183 |  |  | 48,961 |
Amortization of MSRs | 476 |  |  | 363 |
BOLI net earnings | (474 | ) |  | (407 | )
BOLI death benefit in excess of cash surrender value | (1,028 | ) |  | — |
Increase in deferred loan origination fees | 201 |  |  | 3 |
Net change in accrued interest receivable and other assets, and other liabilities and accrued expenses | 659 |  |  | 1,445 |
Net cash provided by operating activities | 17,565 |  |  | 16,542 |
Cash flows from investing activities |  |  |  |  |
Net increase in CDs held for investment | (14,921 | ) |  | (20,098 | )
Proceeds from sale of investment securities available for sale | 2,332 |  |  | — |
Proceeds from sale of investment securities held to maturity | 2,937 |  |  | — |
Proceeds from maturities and prepayments of investment securities held to maturity | 5,266 |  |  | 413 |
Purchase of investment securities held to maturity | (13,229 | ) |  | (1,111 | )
Proceeds from maturities and prepayments of investment securities available for sale | 906 |  |  | 28 |
Purchase of FHLB stock | (42 | ) |  | (83 | )
Increase in loans receivable, net | (26,882 | ) |  | (27,287 | )
Additions to premises and equipment | (2,040 | ) |  | (1,387 | )
Proceeds from sales of premises and equipment | — |  |  | 463 |
Cash acquired, net of cash consideration paid in business combination | 14,284 |  |  | — |
Escrow deposit for business combination | 6,900 |  |  | — |
Proceeds from death benefit on BOLI | 2,059 |  |  | — |
Proceeds from sales of OREO and other repossessed assets | 318 |  |  | 1,506 |
Net cash used in investing activities | (22,112 | ) |  | (47,556 | )

S ee notes to unaudited consolidated financial statements
10

TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
For the nine months ended June 30, 2019 and 2018
(Dollars in thousands)
(Unaudited)

| Nine Months Ended June 30,
| 2019 |  |  | 2018 |
Cash flows from financing activities |  |  |  |  |
Net increase in deposits | $ | 31,491 |  |  | $ | 42,829 |
Proceeds from exercise of stock options | 340 |  |  | 292 |
Repurchase of common stock | (70 | ) |  | — |
Payment of dividends | (5,243 | ) |  | (3,469 | )
Net cash provided by financing activities | 26,518 |  |  | 39,652 |
Net increase in cash and cash equivalents | 21,971 |  |  | 8,638 |
Cash and cash equivalents |  |  |  |  |
Beginning of period | 148,864 |  |  | 148,188 |
End of period | $ | 170,835 |  |  | $ | 156,826 |
Supplemental disclosure of cash flow information |  |  |  |  |
Income taxes paid | $ | 3,845 |  |  | $ | 2,208 |
Interest paid | 3,247 |  |  | 1,939 |
Supplemental disclosure of non-cash investing activities |  |  |  |  |
Loans transferred to OREO and other repossessed assets | $ | 91 |  |  | $ | 324 |
Other comprehensive income (loss) related to investment securities | 33 |  |  | (10 | )
Business Combination (see Note 2) |  |  |
Fair value of assets acquired | $ | 180,518 |  |  | $ | — |
Fair value of liabilities assumed | $ | 154,829 |  |  | $ | — |

See notes to unaudited consolidated financial statements
11

Timberland Bancorp, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation: The accompanying unaudited consolidated financial statements for Timberland Bancorp, Inc. (the "Company") and its wholly-owned subsidiary, Timberland Bank (the "Bank") were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of consolidated financial condition, results of operations, and cash flows in conformity with GAAP. However, all adjustments which are, in the opinion of management, necessary for a fair presentation of the interim consolidated financial statements have been included. All such adjustments are of a normal recurring nature. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2018 (“2018 Form 10-K”). The unaudited consolidated results of operations for the nine months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the entire fiscal year ending September 30, 2019.
On October 1, 2018, the Company completed the acquisition of South Sound Bank, a Washington-state chartered bank, headquartered in Olympia, Washington ("South Sound Merger"). The Company acquired 100% of the outstanding common stock of South Sound Bank, and South Sound Bank was merged into the Bank. See Note 2 for additional information on the South Sound Merger.
(b) Principles of Consolidation: The unaudited consolidated financial statements include the accounts of the Company and the Bank, and the Bank’s wholly-owned subsidiary, Timberland Service Corporation. All significant inter-company transactions and balances have been eliminated in consolidation.
(c) Operating Segment: The Company has one reportable operating segment which is defined as community banking in western Washington.
(d) The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the consolidated balance sheets, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
(e) Certain prior period amounts have been reclassified to conform to the June 30, 2019 presentation with no change to previously reported net income or total shareholders’ equity.
12

(2) BUSINESS COMBINATION
On October 1, 2018, the Company completed the South Sound Merger and South Sound Bank was merged into the Bank. The primary reason for the acquisition was to expand the Company's presence along Washington State's economically important I-5 corridor.
Pursuant to the terms of the merger agreement, South Sound Bank shareholders received 0.746 of a share the Company's common stock and $5.68825 in cash per share of South Sound Bank common stock. The Company issued 904,826 shares of its common stock (valued at $28.27 million based on the Company's closing stock price on September 30, 2018 of $31.24 per share) and paid $6.90 million in cash in the transaction for total consideration paid of $35.17 million.
The South Sound Merger constitutes a business combination as defined by GAAP, which establishes principles and requirements for how the acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired and liabilities assumed. The Company was considered the acquirer in this transaction. Accordingly, the preliminary estimates of fair values of the acquired assets, including the identifiable intangible assets, and the assumed liabilities in the South Sound Merger were measured and recorded as of October 1, 2018. The excess of the total consideration paid over the fair value of the net assets acquired was allocated to goodwill. The South Sound Merger resulted in $9.48 million of goodwill. The goodwill arising from the transaction consists largely of the synergies and expected economies of scale from combining the operations of the Company and South Sound Bank. This goodwill is not deductible for tax purposes.
In most instances, determining the estimated fair values of the acquired assets and assumed liabilities requires the Company to estimate cash flows expected to result from those assets and liabilities and to discount those cash flows at the appropriate rate of interest. Differences may arise between contractually required payments and the expected cash flows at the acquisition date due to items such as estimated credit losses, prepayments or early withdrawal, and other factors. One of the most significant of those determinations relates to the valuation of acquired loans. For such loans, the excess of cash flows expected at acquisition over the estimated fair value is recognized as interest income over the remaining lives of the loans. In accordance with GAAP, there was no carry-over of South Sound Bank's previously established allowance for loan losses.
The following table summarizes the fair value of consideration paid, the estimated fair values of assets acquired and liabilities assumed as of the acquisition date, and the resulting goodwill relating to the transaction:
13

| At October 1, 2018
| Book Value |  | Fair Value Adjustment |  | Estimated Fair Value
| (Dollars in thousands)
Total merger consideration |  |  |  |  | $ | 35,170 |
Recognized amounts of identifiable assets acquired and liabilities assumed |  |  |  |  |
Identifiable assets acquired: |  |  |  |  |
Cash and cash equivalents | $ | 21,187 |  |  | $ | — |  |  | 21,187 |
CDs held for investment | 2,973 |  |  | — |  |  | 2,973 |
FHLB stock | 205 |  |  | — |  |  | 205 |
Investment securities held to maturity | 19,891 |  |  | (189 | ) |  | 19,702 |
Investment securities available for sale | 5,022 |  |  | — |  |  | 5,022 |
Loans receivable | 123,627 |  |  | (2,083 | ) |  | 121,544 |
Premises and equipment | 3,225 |  |  | 112 |  |  | 3,337 |
OREO | 25 |  |  | — |  |  | 25 |
Accrued interest receivable | 554 |  |  | — |  |  | 554 |
BOLI | 2,629 |  |  | — |  |  | 2,629 |
CDI | — |  |  | 2,483 |  |  | 2,483 |
MSRs | 285 |  |  | (4 | ) |  | 281 |
Other assets | 1,087 |  |  | (511 | ) |  | 576 |
Total assets | 180,710 |  |  | (192 | ) |  | 180,518 |
Liabilities assumed: |  |  |  |  |
Deposits | 151,378 |  |  | 160 |  |  | 151,538 |
Other liabilities and accrued expenses | 3,291 |  |  | — |  |  | 3,291 |
Total liabilities assumed | 154,669 |  |  | 160 |  |  | 154,829 |
Total identifiable net assets acquired | $ | 26,041 |  |  | $ | (352 | ) |  | 25,689 |
Goodwill recognized |  |  |  |  | $ | 9,481 |

The acquired loan portfolio was valued using Level 3 inputs (see Note 9) and included the use of present value techniques, including cash flow estimates and incorporated assumptions that the Company believes marketplace participants would use in estimating fair values. Credit discounts were included in the determination of the fair value of the loans acquired; therefore, an allowance for loan losses was not recorded at the acquisition date. Acquired loans are evaluated upon acquisition and classified as either purchased credit-impaired ("PCI") or purchased non-credit-impaired. PCI loans reflect credit deterioration since origination such that it is probable at acquisition that the Company will be unable to collect all contractually required payments. The Company determined that PCI loans acquired in the South Sound Merger were insignificant.
For purchased non-credit-impaired loans, the difference between the fair value and unpaid principal balance of the loan at the acquisition date is amortized or accreted to interest income over the life of the loans. Any subsequent deterioration in credit quality is recognized by recording an allowance for loan losses.
CDI represents the future economic benefit of the potential cost savings from acquiring core deposits as part of a business combination compared to the cost of alternative funding sources. CDI is amortized to non-interest expense using an accelerated method based on an estimated runoff of related deposits over a period of ten years. CDI is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life.
14

The operating results of the Company for the three and nine months ended June 30, 2019 include the operating results produced by the net assets acquired in the South Sound Merger since the October 1, 2018 merger date. The table below presents the significant operating results of the acquired business since the October 1, 2018 merger date:

|  | Three Months Ended June 30, 2019 |  | Nine Months Ended June 30, 2019
|  | (Dollars in thousands)
Interest income: Interest and fees on loans (1) |  | $ | 1,739 |  |  | $ | 5,345 |
Interest income: Interest and dividends on investment securities and FHLB stock |  | 129 |  |  | 515 |
Interest income: Other interest earning assets |  | 205 |  |  | 474 |
Interest expense |  | (200 | ) |  | (484 | )
Provision for loan losses |  | — |  |  | — |
Non-interest income |  | 138 |  |  | 408 |
Non-interest expense (2) |  | (1,002 | ) |  | (2,546 | )
Net effect, pre-tax |  | $ | 1,009 |  |  | $ | 3,712 |

_________________________
(1) Includes the accretion of the fair value discount on the purchased loans of $69,000 and $457,000, respectively, for the three and nine months ended June 30, 2019.
(2) Excludes certain compensation and employee benefits for management, and excludes certain other non-interest expenses that are impracticable to determine due to the integration of the operations for this merger. Also includes certain acquisition-related costs of $328,000 and $447,000, respectively, incurred by the Company for the three and nine months ended June 30, 2019.
For illustrative purposes only, the following table presents certain unaudited pro forma information for the nine months ended June 30, 2019 and 2018. This unaudited estimated pro forma information was calculated as if South Sound Bank had been acquired as of the beginning of the fiscal year ended September 30, 2018. This unaudited pro forma information combines the historical results of South Sound Bank with the Company's consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective periods. The pro forma information is not indicative of what would have occurred had the transaction occurred at the beginning of the fiscal year ended September 30, 2018. The unaudited pro forma information does not consider any changes to the provision for loan losses resulting from recording loans at fair value. Additionally, the Company expects to achieve further operating cost savings and other business synergies, including revenue growth as a result of the acquisition, which are not reflected in the pro forma amounts that follow. As a result, actual amounts would have differed from the unaudited pro forma information presented.

| Unaudited Pro Forma Nine Months Ended June 30,
| 2019 |  | 2018
| (Dollars in thousands except per share data)
Total revenues (net interest income plus non-interest income) | $ | 48,754 |  |  | $ | 43,958 |
Net income | 18,038 |  |  | 13,824 |
Basic net income per common share | 2.17 |  |  | 1.68 |
Diluted net income per common share | 2.13 |  |  | 1.64 |

During the nine months ended June 30, 2019 and 2018, the Company incurred acquisition-related expenses of $447,000 and $317,000, respectively, related to the South Sound Merger, which are included in professional fees in the accompanying consolidated statement of income. South Sound Bank incurred acquisition-related expenses of $143,000 for the nine months ended June 30, 2018 related to the South Sound Merger. These acquisition-related expenses incurred by the Company and South Sound Bank are not included in the unaudited pro forma information presented for the nine months ended June 30, 2019 and 2018.
The Company expects to incur additional acquisition-related expenses of approximately $450,000 in the quarter ending September 30, 2019. These expenses are related to the conversion of South Sound Bank's current core processing and ancillary information technology systems to the Company's new core processing system.
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(3) INVESTMENT SECURITIES
Held to maturity and available for sale investment securities have been classified according to management’s intent and were as follows as of June 30, 2019 and September 30, 2018 (dollars in thousands):

| Amortized Cost |  | Gross Unrealized Gains |  | Gross Unrealized Losses |  | Estimated Fair Value
June 30, 2019 |  |  |  |  |  |  |
Held to maturity |  |  |  |  |  |  |
Mortgage-backed securities ("MBS"): |  |  |  |  |  |  |
U.S. government agencies | $ | 29,305 |  |  | $ | 966 |  |  | $ | (2 | ) |  | $ | 30,269 |
Private label residential | 345 |  |  | 499 |  |  | (2 | ) |  | 842 |
U.S. Treasury and U.S government agency securities | 7,995 |  |  | — |  |  | (15 | ) |  | 7,980 |
Total | $ | 37,645 |  |  | $ | 1,465 |  |  | $ | (19 | ) |  | $ | 39,091 |
Available for sale |  |  |  |  |  |  |  |  |  |  |
MBS: U.S. government agencies | $ | 2,013 |  |  | $ | 22 |  |  | $ | (7 | ) |  | $ | 2,028 |
Total | $ | 2,013 |  |  | $ | 22 |  |  | $ | (7 | ) |  | $ | 2,028 |
September 30, 2018 |  |  |  |  |  |  |
Held to maturity |  |  |  |  |  |  |  |  |  |  |
MBS: |  |  |  |  |  |  |  |  |  |  |
U.S. government agencies | $ | 1,385 |  |  | $ | 8 |  |  | $ | (21 | ) |  | $ | 1,372 |
Private label residential | 460 |  |  | 552 |  |  | (2 | ) |  | 1,010 |
U.S. Treasury and U.S. government agency securities | 10,965 |  |  | — |  |  | (83 | ) |  | 10,882 |
Total | $ | 12,810 |  |  | $ | 560 |  |  | $ | (106 | ) |  | $ | 13,264 |
Available for sale |  |  |  |  |  |  |  |  |  |  |
MBS: U.S. government agencies | $ | 231 |  |  | $ | 7 |  |  | $ | (1 | ) |  | $ | 237 |
Mutual funds | 1,000 |  |  | — |  |  | (83 | ) |  | 917 |
Total | $ | 1,231 |  |  | $ | 7 |  |  | $ | (84 | ) |  | $ | 1,154 |

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Held to maturity and available for sale investment securities with unrealized losses were as follows as of June 30, 2019 (dollars in thousands):

| Less Than 12 Months |  | 12 Months or Longer |  | Total
| Estimated Fair Value |  | Gross Unrealized Losses |  | Quantity |  | Estimated Fair Value |  | Gross Unrealized Losses |  | Quantity |  | Estimated Fair Value |  | Gross Unrealized Losses
Held to maturity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
MBS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. government agencies | $ | 64 |  |  | $ | (1 | ) |  | 2 |  |  | $ | 53 |  |  | $ | (1 | ) |  | 5 |  |  | $ | 117 |  |  | $ | (2 | )
Private label residential | 2 |  |  | — |  |  | 1 |  |  | 38 |  |  | (2 | ) |  | 7 |  |  | 40 |  |  | (2 | )
U.S. Treasury and U.S. government agency securities | 4,996 |  |  | (1 | ) |  | 1 |  |  | 2,984 |  |  | (14 | ) |  | 1 |  |  | 7,980 |  |  | (15 | )
Total | $ | 5,062 |  |  | $ | (2 | ) |  | 4 |  |  | $ | 3,075 |  |  | $ | (17 | ) |  | 13 |  |  | $ | 8,137 |  |  | $ | (19 | )
Available for sale |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
MBS: U.S. government agencies | $ | 1,074 |  |  | $ | (7 | ) |  | 1 |  |  | $ | — |  |  | $ | — |  |  | — |  |  | $ | 1,074 |  |  | $ | (7 | )
Total | $ | 1,074 |  |  | $ | (7 | ) |  | 1 |  |  | $ | — |  |  | $ | — |  |  | — |  |  | $ | 1,074 |  |  | $ | (7 | )

Held to maturity and available for sale investment securities with unrealized losses were as follows as of September 30, 2018 (dollars in thousands):

| Less Than 12 Months |  | 12 Months or Longer |  | Total
| Estimated Fair Value |  | Gross Unrealized Losses |  | Quantity |  | Estimated Fair Value |  | Gross Unrealized Losses |  | Quantity |  | Estimated Fair Value |  | Gross Unrealized Losses
Held to maturity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
MBS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. government agencies | $ | 954 |  |  | $ | (20 | ) |  | 2 |  |  | $ | 64 |  |  | $ | (1 | ) |  | 5 |  |  | $ | 1,018 |  |  | $ | (21 | )
Private label residential | — |  |  | — |  |  | — |  |  | 50 |  |  | (2 | ) |  | 8 |  |  | 50 |  |  | (2 | )
U.S. Treasury and U.S. government agency securities | 7,946 |  |  | (22 | ) |  | 2 |  |  | 2,935 |  |  | (61 | ) |  | 1 |  |  | 10,881 |  |  | (83 | )
Total | $ | 8,900 |  |  | $ | (42 | ) |  | 4 |  |  | $ | 3,049 |  |  | $ | (64 | ) |  | 14 |  |  | $ | 11,949 |  |  | $ | (106 | )
Available for sale |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
MBS: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. government agencies | $ | 34 |  |  | $ | (1 | ) |  | 1 |  |  | $ | — |  |  | $ | — |  |  | — |  |  | $ | 34 |  |  | $ | (1 | )
Mutual funds | — |  |  | — |  |  | — |  |  | 917 |  |  | (83 | ) |  | 1 |  |  | 917 |  |  | (83 | )
Total | $ | 34 |  |  | $ | (1 | ) |  | 1 |  |  | $ | 917 |  |  | $ | (83 | ) |  | 1 |  |  | $ | 951 |  |  | $ | (84 | )

The Company has evaluated the investment securities in the above tables and has determined that the decline in their fair value is temporary. The unrealized losses are primarily due to changes in market interest rates and spreads in the market for mortgage-related products. The fair value of these securities is expected to recover as the securities approach their maturity dates and/or as the pricing spreads narrow on mortgage-related securities. The Company has the ability and the intent to hold the investments until the fair value recovers. Furthermore, as of June 30, 2019, management does not have the intent to sell any of the securities classified as available for sale where the estimated fair value is below the recorded value and believes that it is more likely than
17

not that the Company will not have to sell such securities before a recovery of cost (or recorded value if previously written down).
The Company bifurcates OTTI into (1) amounts related to credit losses which are recognized through earnings and (2) amounts related to all other factors which are recognized as a component of other comprehensive income (loss). To determine the component of the gross OTTI related to credit losses, the Company compared the amortized cost basis of the OTTI security to the present value of its revised expected cash flows, discounted using its pre-impairment yield. The revised expected cash flow estimates for individual securities are based primarily on an analysis of default rates, prepayment speeds and third-party analytic reports. Significant judgment by management is required in this analysis that includes, but is not limited to, assumptions regarding the collectability of principal and interest, net of related expenses, on the underlying loans.
The following table presents a summary of the significant inputs utilized to measure management’s estimates of the credit loss component on OTTI securities as of June 30, 2019 and 2018:

| Range |  | Weighted
| Minimum |  | Maximum |  | Average
June 30, 2019 |  |  |  |  |
Constant prepayment rate | 6.00 | % |  | 15.00 | % |  | 11.52 | %
Collateral default rate | — | % |  | 11.28 | % |  | 5.28 | %
Loss severity rate | — | % |  | 78.00 | % |  | 37.73 | %
June 30, 2018 |  |  |  |  |
Constant prepayment rate | 6.00 | % |  | 15.00 | % |  | 11.58 | %
Collateral default rate | — | % |  | 12.31 | % |  | 5.51 | %
Loss severity rate | — | % |  | 74.00 | % |  | 42.49 | %

The following table presents the OTTI recoveries (losses) for the three and nine months ended June 30, 2019 and 2018 (dollars in thousands):

| Three Months Ended June 30, 2019 |  | Three Months Ended June 30, 2018
| Held To Maturity |  | Available For Sale |  | Held To Maturity |  | Available For Sale
Total recoveries | $ | 14 |  |  | $ | — |  |  | $ | 19 |  |  | $ | — |
Adjustment for portion of OTTI transferred from other comprehensive income (loss) before income taxes (1) | — |  |  | — |  |  | — |  |  | — |
Net recoveries recognized in earnings (2) | $ | 14 |  |  | $ | — |  |  | $ | 19 |  |  | $ | — |

| Nine Months Ended June 30, 2019 |  | Nine Months Ended June 30, 2018
| Held To Maturity |  | Available For Sale |  | Held To Maturity |  | Available For Sale
Total recoveries | $ | 46 |  |  | $ | — |  |  | $ | 60 |  |  | $ | — |
Adjustment for portion of OTTI transferred from other comprehensive income (loss) before income taxes (1) | (12 | ) |  | — |  |  | (5 | ) |  | — |
Net recoveries recognized in earnings (2) | $ | 34 |  |  | $ | — |  |  | $ | 55 |  |  | $ | — |

_________________
(1) Represents OTTI related to all other factors.
(2) Represents OTTI related to credit losses.
18

The following table presents a roll forward of the credit loss component of held to maturity and available for sale debt securities that have been written down for OTTI with the credit loss component recognized in earnings for the nine months ended June 30, 2019 and 2018 (dollars in thousands):

| Nine Months Ended June 30,
| 2019 |  |  | 2018 |
Beginning balance of credit loss | $ | 1,153 |  |  | $ | 1,301 |
Additions: |  |  |  |  |
Additional increases to the amount related to credit loss for which OTTI was previously recognized | 13 |  |  | 14 |
Subtractions: |  |  |  |
Realized losses previously recorded as credit losses | (16 | ) |  | (69 | )
Recovery of prior credit loss | (47 | ) |  | (55 | )
Ending balance of credit loss | $ | 1,103 |  |  | $ | 1,191 |

During the nine months ended June 30, 2019, the Company recorded a $16,000 net realized loss (as a result of investment securities being deemed worthless) on 17 held to maturity investment securities, all of which had been recognized previously as a credit loss. During the nine months ended June 30, 2018, the Company recorded a $69,000 net realized loss (as a result of investment securities being deemed worthless) on 17 held to maturity investment securities, all of which had been recognized previously as a credit loss.
The recorded amount of investment securities pledged as collateral for public fund deposits, federal treasury tax and loan deposits, FHLB collateral and other non-profit organization deposits totaled $11.59 million and $12.10 million at June 30, 2019 and September 30, 2018, respectively.
The contractual maturities of debt securities at June 30, 2019 were as follows (dollars in thousands). Expected maturities may differ from scheduled maturities due to the prepayment of principal or call provisions.

| Held to Maturity |  | Available for Sale
| Amortized Cost |  | Estimated Fair Value |  | Amortized Cost |  | Estimated Fair Value
Due within one year | $ | 8,034 |  |  | $ | 8,019 |  |  | $ | — |  |  | $ | — |
Due after one year to five years | 1,028 |  |  | 1,032 |  |  | 156 |  |  | 156 |
Due after five years to ten years | 5,945 |  |  | 6,245 |  |  | 188 |  |  | 189 |
Due after ten years | 22,638 |  |  | 23,795 |  |  | 1,669 |  |  | 1,683 |
Total | $ | 37,645 |  |  | $ | 39,091 |  |  | $ | 2,013 |  |  | $ | 2,028 |

(4) GOODWILL AND CDI
Goodwill is initially recorded when the purchase price paid in a business combination exceeds the estimated fair value of the net identified tangible and intangible assets acquired and liabilities assumed. Goodwill is presumed to have an indefinite useful life and is analyzed annually for impairment. The Company performs an annual review during the third quarter of each fiscal year, or more frequently if indicators of potential impairment exist, to determine if the recorded goodwill is impaired. For purposes of goodwill impairment testing, the services offered through the Bank and its subsidiary are managed as one strategic unit and represent the Company's only reporting unit.
The annual goodwill impairment test begins with a qualitative assessment of whether it is "more likely than not" that the reporting unit's fair value is less than its carrying amount. If an entity concludes that it is not "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it need not perform a two-step impairment test. If the Company's qualitative assessment concluded that it is "more likely than not" that the fair value of its reporting unit is less than its carrying amount, it must perform the two-step impairment test to identify potential goodwill impairment and measure the amount of
19

goodwill impairment loss to be recognized, if any. The first step of the goodwill impairment test compares the estimated fair value of the reporting unit with its carrying amount, or the book value, including goodwill. If the estimated fair value of the reporting unit equals or exceeds its book value, goodwill is considered not impaired, and the second step of the impairment test is unnecessary.
The second step, if necessary, measures the amount of goodwill impairment loss to be recognized. The reporting unit must determine fair value for all assets and liabilities, excluding goodwill. The net of the assigned fair value of assets and liabilities is then compared to the book value of the reporting unit, and any excess book value becomes the implied fair value of goodwill. If the carrying amount of the goodwill exceeds the newly calculated implied fair value of goodwill, an impairment loss is recognized in the amount required to write-down the goodwill to the implied fair value.
Management's qualitative assessment takes into consideration macroeconomic conditions, industry and market considerations, cost or margin factors, financial performance and share price of the Company's common stock. Based on this assessment, the Company determined that it is not "more likely than not" that the Company's fair value is less than its carrying amount and therefore goodwill was determined not to be impaired at May 31, 2019.
A significant amount of judgment is involved in determining if an indicator of goodwill impairment has occurred. Such indicators may include, among others: a significant decline in expected future cash flows; a sustained, significant decline in the Company's stock price and market capitalization; a significant adverse change in legal factors or in the business climate; adverse assessment or action by a regulator; and unanticipated competition. Any change in these indicators could have a significant negative impact on the Company's financial condition, impact the goodwill impairment analysis or cause the Company to perform a goodwill impairment analysis more frequently than once per year.
As of June 30, 2019, management believes that there have been no events or changes in the circumstances since May 31, 2019 that would indicate a potential impairment of goodwill. No assurances can be given, however, that the Company will not record an impairment loss on goodwill in the future.
The following table presents the change in the carrying amount of goodwill for the period indicated (dollars in thousands).

|  | Nine Months Ended June 30,
|  | 2019
Balance at the beginning of the period |  | $ | 5,650 |
Addition as a result of the South Sound Merger (see Note 2) |  | 9,481 |
Balance at the end of the period |  | $ | 15,131 |

The following table presents the change in CDI for the period indicated (dollars in thousands).

| Nine Months Ended June 30,
| 2019
Balance at the beginning of the period | $ | — |
Addition as a result of the South Sound Merger (see Note 2) | 2,483 |
Amortization | (339 | )
Balance at the end of the period | $ | 2,144 |

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(5) LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES
Loans receivable at June 30, 2019 are reported net of unamortized discounts totaling $1.57 million.
Loans receivable by portfolio segment consisted of the following at June 30, 2019 and September 30, 2018 (dollars in thousands):

| June 30, 2019 |  | September 30, 2018
| Amount |  | Percent |  | Amount |  | Percent
Mortgage loans: |  |  |  |  |  |  |
One- to four-family (1) | $ | 129,050 |  |  | 13.2 | % |  | $ | 115,941 |  |  | 14.1 | %
Multi-family | 70,374 |  |  | 7.2 |  |  | 61,928 |  |  | 7.5 |
Commercial | 418,778 |  |  | 42.7 |  |  | 345,113 |  |  | 42.0 |
Construction - custom and owner/builder | 130,516 |  |  | 13.3 |  |  | 119,555 |  |  | 14.6 |
Construction - speculative one- to four-family | 18,165 |  |  | 1.9 |  |  | 15,433 |  |  | 1.9 |
Construction - commercial | 41,805 |  |  | 4.3 |  |  | 39,590 |  |  | 4.8 |
Construction - multi-family | 29,400 |  |  | 2.9 |  |  | 10,740 |  |  | 1.3 |
Construction - land development | 3,047 |  |  | 0.3 |  |  | 3,040 |  |  | 0.4 |
Land | 26,653 |  |  | 2.7 |  |  | 25,546 |  |  | 3.1 |
Total mortgage loans | 867,788 |  |  | 88.5 |  |  | 736,886 |  |  | 89.8 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | 42,204 |  |  | 4.3 |  |  | 37,341 |  |  | 4.5 |
Other | 4,450 |  |  | 0.5 |  |  | 3,515 |  |  | 0.5 |
Total consumer loans | 46,654 |  |  | 4.8 |  |  | 40,856 |  |  | 5.0 |
Commercial business loans | 65,185 |  |  | 6.7 |  |  | 43,053 |  |  | 5.2 |
Total loans receivable | 979,627 |  |  | 100.0 | % |  | 820,795 |  |  | 100.0 | %
Less: |  |  |  |  |  |  |  |  |  |  |
Undisbursed portion of construction loans in process | 93,176 |  |  |  |  |  | 83,237 |  |  |  |
Deferred loan origination fees, net | 2,838 |  |  |  |  |  | 2,637 |  |  |  |
Allowance for loan losses | 9,631 |  |  |  |  |  | 9,530 |  |  |  |
| 105,645 |  |  |  |  | 95,404 |  |  |
Loans receivable, net | $ | 873,982 |  |  |  |  |  | $ | 725,391 |  |  |  |
_____________________________ |  |  |  |  |  |  |
(1) Does not include one- to four-family loans held for sale totaling $3,338 and $1,785 at June 30, 2019 and September 30, 2018, respectively.

21

Allowance for Loan Losses
The following tables set forth information for the three and nine months ended June 30, 2019 and 2018 regarding activity in the allowance for loan losses by portfolio segment (dollars in thousands):

| Three Months Ended June 30, 2019
| Beginning Allowance |  | Provision for (Recapture of) Loan Losses |  | Charge- offs |  | Recoveries |  | Ending Allowance
Mortgage loans: |  |  |  |  |  |  |  |  |
One- to four-family | $ | 1,154 |  |  | $ | (36 | ) |  | $ | — |  |  | $ | — |  |  | $ | 1,118 |
Multi-family | 470 |  |  | (32 | ) |  | — |  |  | — |  |  | 438 |
Commercial | 4,122 |  |  | (70 | ) |  | — |  |  | — |  |  | 4,052 |
Construction – custom and owner/builder | 666 |  |  | 36 |  |  | — |  |  | — |  |  | 702 |
Construction – speculative one- to four-family | 249 |  |  | (28 | ) |  | — |  |  | — |  |  | 221 |
Construction – commercial | 384 |  |  | — |  |  | — |  |  | — |  |  | 384 |
Construction – multi-family | 272 |  |  | 95 |  |  | — |  |  | — |  |  | 367 |
Construction – land development | 244 |  |  | (118 | ) |  | — |  |  | — |  |  | 126 |
Land | 649 |  |  | 48 |  |  | (46 | ) |  | 5 |  |  | 656 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | 667 |  |  | (21 | ) |  | (1 | ) |  | — |  |  | 645 |
Other | 112 |  |  | (25 | ) |  | (1 | ) |  | 1 |  |  | 87 |
Commercial business loans | 752 |  |  | 151 |  |  | (93 | ) |  | 25 |  |  | 835 |
Total | $ | 9,741 |  |  | $ | — |  |  | $ | (141 | ) |  | $ | 31 |  |  | $ | 9,631 |

| Nine Months Ended June 30, 2019
| Beginning Allowance |  | Provision for (Recapture of) Loan Losses |  | Charge- offs |  | Recoveries |  | Ending Allowance
Mortgage loans: |  |  |  |  |  |  |  |  |
One-to four-family | $ | 1,086 |  |  | $ | (35 | ) |  | $ | — |  |  | $ | 67 |  |  | $ | 1,118 |
Multi-family | 433 |  |  | 5 |  |  | — |  |  | — |  |  | 438 |
Commercial | 4,248 |  |  | (346 | ) |  | — |  |  | 150 |  |  | 4,052 |
Construction – custom and owner/builder | 671 |  |  | 31 |  |  | — |  |  | — |  |  | 702 |
Construction – speculative one- to four-family | 178 |  |  | 43 |  |  | — |  |  | — |  |  | 221 |
Construction – commercial | 563 |  |  | (179 | ) |  | — |  |  | — |  |  | 384 |
Construction – multi-family | 135 |  |  | 232 |  |  | — |  |  | — |  |  | 367 |
Construction – land development | 49 |  |  | 77 |  |  | — |  |  | — |  |  | 126 |
Land | 844 |  |  | (155 | ) |  | (46 | ) |  | 13 |  |  | 656 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | 649 |  |  | 1 |  |  | (5 | ) |  | — |  |  | 645 |
Other | 117 |  |  | (29 | ) |  | (4 | ) |  | 3 |  |  | 87 |
Commercial business loans | 557 |  |  | 355 |  |  | (102 | ) |  | 25 |  |  | 835 |
Total | $ | 9,530 |  |  | $ | — |  |  | $ | (157 | ) |  | $ | 258 |  |  | $ | 9,631 |

22

| Three Months Ended June 30, 2018
| Beginning Allowance |  | Provision for (Recapture of) Loan Losses |  | Charge- offs |  | Recoveries |  | Ending Allowance
Mortgage loans: |  |  |  |  |  |  |  |  |
One- to four-family | $ | 1,060 |  |  | $ | (33 | ) |  | $ | — |  |  | $ | — |  |  | $ | 1,027 |
Multi-family | 386 |  |  | 21 |  |  | — |  |  | — |  |  | 407
Commercial | 4,198 |  |  | (15 | ) |  | — |  |  | — |  |  | 4,183
Construction – custom and owner/builder | 705 |  |  | (38 | ) |  | — |  |  | — |  |  | 667
Construction – speculative one- to four-family | 99 |  |  | 34 |  |  | — |  |  | — |  |  | 133
Construction – commercial | 445 |  |  | 74 |  |  | — |  |  | — |  |  | 519
Construction – multi-family | 284 |  |  | (137 | ) |  | — |  |  | — |  |  | 147 |
Construction – land development | 48 |  |  | 32 |  |  | — |  |  | — |  |  | 80 |
Land | 691 |  |  | 64 |  |  | (16 | ) |  | 5 |  |  | 744
Consumer loans: |  |  |  |  |  |  |  |  |
Home equity and second mortgage | 945 |  |  | 1 |  |  | — |  |  | — |  |  | 946
Other | 120 |  |  | 2 |  |  | (1 | ) |  | — |  |  | 121
Commercial business loans | 563 |  |  | (5 | ) |  | — |  |  | — |  |  | 558
Total | $ | 9,544 |  |  | $ | — |  |  | $ | (17 | ) |  | $ | 5 |  |  | $ | 9,532 |

| Nine Months Ended June 30, 2018
| Beginning Allowance |  | Provision for (Recapture of) Loan Losses |  | Charge- offs |  | Recoveries |  | Ending Allowance
Mortgage loans: |  |  |  |  |  |  |  |  |
One-to four-family | $ | 1,082 |  |  | $ | (55 | ) |  | $ | — |  |  | $ | — |  |  | $ | 1,027 |
Multi-family | 447 |  |  | (40 | ) |  | — |  |  | — |  |  | 407
Commercial | 4,184 |  |  | 27 |  |  | (28 | ) |  | — |  |  | 4,183
Construction – custom and owner/builder | 699 |  |  | (32 | ) |  | — |  |  | — |  |  | 667
Construction – speculative one- to four-family | 128 |  |  | (6 | ) |  | — |  |  | 11 |  |  | 133
Construction – commercial | 303 |  |  | 216 |  |  | — |  |  | — |  |  | 519
Construction – multi-family | 173 |  |  | (26 | ) |  | — |  |  | — |  |  | 147 |
Construction – land development | — |  |  | 80 |  |  | — |  |  | — |  |  | 80 |
Land | 918 |  |  | (172 | ) |  | (16 | ) |  | 14 |  |  | 744
Consumer loans: |  |  |  |  |  |  |  |  |
Home equity and second mortgage | 983 |  |  | (37 | ) |  | — |  |  | — |  |  | 946
Other | 121 |  |  | 2 |  |  | (3 | ) |  | 1 |  |  | 121
Commercial business loans | 515 |  |  | 43 |  |  | — |  |  | — |  |  | 558
Total | $ | 9,553 |  |  | $ | — |  |  | $ | (47 | ) |  | $ | 26 |  |  | $ | 9,532 |

23

The following tables present information on the loans evaluated individually and collectively for impairment in the allowance for loan losses by portfolio segment at June 30, 2019 and September 30, 2018 (dollars in thousands):

| Allowance for Loan Losses |  | Recorded Investment in Loans
| Individually Evaluated for Impairment |  | Collectively Evaluated for Impairment |  | Total |  | Individually Evaluated for Impairment |  | Collectively Evaluated for Impairment |  | Total
June 30, 2019 |  |  |  |  |  |  |  |  |  |  |
Mortgage loans: |  |  |  |  |  |  |  |  |  |  |
One- to four-family | $ | — |  |  | $ | 1,118 |  |  | $ | 1,118 |  |  | $ | 1,220 |  |  | $ | 127,830 |  |  | $ | 129,050 |
Multi-family | — |  |  | 438 |  |  | 438 |  |  | — |  |  | 70,374 |  |  | 70,374 |
Commercial | — |  |  | 4,052 |  |  | 4,052 |  |  | 3,255 |  |  | 415,523 |  |  | 418,778 |
Construction – custom and owner/builder | — |  |  | 702 |  |  | 702 |  |  | — |  |  | 70,237 |  |  | 70,237 |
Construction – speculative one- to four-family | — |  |  | 221 |  |  | 221 |  |  | — |  |  | 10,545 |  |  | 10,545 |
Construction – commercial | — |  |  | 384 |  |  | 384 |  |  | — |  |  | 27,567 |  |  | 27,567 |
Construction – multi-family | — |  |  | 367 |  |  | 367 |  |  | — |  |  | 18,418 |  |  | 18,418 |
Construction – land development | — |  |  | 126 |  |  | 126 |  |  | — |  |  | 2,990 |  |  | 2,990 |
Land | 37 |  |  | 619 |  |  | 656 |  |  | 422 |  |  | 26,231 |  |  | 26,653 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | — |  |  | 645 |  |  | 645 |  |  | 606 |  |  | 41,598 |  |  | 42,204 |
Other | 8 |  |  | 79 |  |  | 87 |  |  | 14 |  |  | 4,436 |  |  | 4,450 |
Commercial business loans | 214 |  |  | 621 |  |  | 835 |  |  | 749 |  |  | 64,436 |  |  | 65,185 |
Total | $ | 259 |  |  | $ | 9,372 |  |  | $ | 9,631 |  |  | $ | 6,266 |  |  | $ | 880,185 |  |  | $ | 886,451 |
September 30, 2018 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mortgage loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
One- to four-family | $ | — |  |  | $ | 1,086 |  |  | $ | 1,086 |  |  | $ | 1,054 |  |  | $ | 114,887 |  |  | $ | 115,941 |
Multi-family | — |  |  | 433 |  |  | 433 |  |  | — |  |  | 61,928 |  |  | 61,928 |
Commercial | — |  |  | 4,248 |  |  | 4,248 |  |  | 2,446 |  |  | 342,667 |  |  | 345,113 |
Construction – custom and owner/builder | — |  |  | 671 |  |  | 671 |  |  | — |  |  | 67,024 |  |  | 67,024 |
Construction – speculative one- to four-family | — |  |  | 178 |  |  | 178 |  |  | — |  |  | 7,107 |  |  | 7,107 |
Construction – commercial | — |  |  | 563 |  |  | 563 |  |  | — |  |  | 23,440 |  |  | 23,440 |
Construction – multi-family | — |  |  | 135 |  |  | 135 |  |  | — |  |  | 5,983 |  |  | 5,983 |
Construction – land development | — |  |  | 49 |  |  | 49 |  |  | — |  |  | 1,567 |  |  | 1,567 |
Land | 34 |  |  | 810 |  |  | 844 |  |  | 243 |  |  | 25,303 |  |  | 25,546 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | — |  |  | 649 |  |  | 649 |  |  | 359 |  |  | 36,982 |  |  | 37,341 |
Other | — |  |  | 117 |  |  | 117 |  |  | — |  |  | 3,515 |  |  | 3,515 |
Commercial business loans | 63 |  |  | 494 |  |  | 557 |  |  | 170 |  |  | 42,883 |  |  | 43,053 |
Total | $ | 97 |  |  | $ | 9,433 |  |  | $ | 9,530 |  |  | $ | 4,272 |  |  | $ | 733,286 |  |  | $ | 737,558 |

24

The following tables present an analysis of loans by aging category and portfolio segment at June 30, 2019 and September 30, 2018 (dollars in thousands):

| 30–59 Days Past Due |  | 60-89 Days Past Due |  | Non- Accrual (1) |  | Past Due 90 Days or More and Still Accruing |  | Total Past Due |  | Current |  | Total Loans
June 30, 2019 |  |  |  |  |  |  |  |  |  |  |  |  |
Mortgage loans: |  |  |  |  |  |  |  |  |  |  |  |  |
One- to four-family | $ | 161 |  |  | $ | — |  |  | $ | 723 |  |  | $ | — |  |  | $ | 884 |  |  | $ | 128,166 |  |  | $ | 129,050 |
Multi-family | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 70,374 |  |  | 70,374 |
Commercial | — |  |  | — |  |  | 836 |  |  | — |  |  | 836 |  |  | 417,942 |  |  | 418,778 |
Construction – custom and owner/builder | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 70,237 |  |  | 70,237 |
Construction – speculative one- to four- family | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 10,545 |  |  | 10,545 |
Construction – commercial | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 27,567 |  |  | 27,567 |
Construction – multi-family | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 18,418 |  |  | 18,418 |
Construction – land development | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,990 |  |  | 2,990 |
Land | — |  |  | — |  |  | 422 |  |  | — |  |  | 422 |  |  | 26,231 |  |  | 26,653 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | — |  |  | — |  |  | 606 |  |  | — |  |  | 606 |  |  | 41,598 |  |  | 42,204 |
Other | 10 |  |  | — |  |  | 14 |  |  | — |  |  | 24 |  |  | 4,426 |  |  | 4,450 |
Commercial business loans | — |  |  | — |  |  | 749 |  |  | — |  |  | 749 |  |  | 64,436 |  |  | 65,185 |
Total | $ | 171 |  |  | $ | — |  |  | $ | 3,350 |  |  | $ | — |  |  | $ | 3,521 |  |  | $ | 882,930 |  |  | $ | 886,451 |
September 30, 2018 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mortgage loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
One- to four-family | $ | 557 |  |  | $ | — |  |  | $ | 545 |  |  | $ | — |  |  | $ | 1,102 |  |  | $ | 114,839 |  |  | $ | 115,941 |
Multi-family | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 61,928 |  |  | 61,928 |
Commercial | 574 |  |  | — |  |  | — |  |  | — |  |  | 574 |  |  | 344,539 |  |  | 345,113 |
Construction – custom and owner/ builder | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 67,024 |  |  | 67,024 |
Construction – speculative one- to four- family | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 7,107 |  |  | 7,107 |
Construction – commercial | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 23,440 |  |  | 23,440 |
Construction – multi-family | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 5,983 |  |  | 5,983 |
Construction – land development | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,567 |  |  | 1,567 |
Land | 40 |  |  | — |  |  | 243 |  |  | — |  |  | 283 |  |  | 25,263 |  |  | 25,546 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | 42 |  |  | — |  |  | 359 |  |  | — |  |  | 401 |  |  | 36,940 |  |  | 37,341 |
Other | 10 |  |  | 16 |  |  | — |  |  | — |  |  | 26 |  |  | 3,489 |  |  | 3,515 |
Commercial business loans | — |  |  | — |  |  | 170 |  |  | — |  |  | 170 |  |  | 42,883 |  |  | 43,053 |
Total | $ | 1,223 |  |  | $ | 16 |  |  | $ | 1,317 |  |  | $ | — |  |  | $ | 2,556 |  |  | $ | 735,002 |  |  | $ | 737,558 |

______________________
(1) Includes non-accrual loans past due 90 days or more and other loans classified as non-accrual.
Credit Quality Indicators
The Company uses credit risk grades which reflect the Company’s assessment of a loan’s risk or loss potential. The Company categorizes loans into risk grade categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors such as the estimated fair value of the collateral. The Company uses the following definitions for credit risk ratings as part of the on-going monitoring of the credit quality of its loan portfolio:
Pass: Pass loans are defined as those loans that meet acceptable quality underwriting standards.
25

Watch: Watch loans are defined as those loans that still exhibit acceptable quality, but have some concerns that justify greater attention. If these concerns are not corrected, a potential for further adverse categorization exists. These concerns could relate to a specific condition peculiar to the borrower, its industry segment or the general economic environment.
Special Mention: Special mention loans are defined as those loans deemed by management to have some potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the payment prospects of the loan.
Substandard: Substandard loans are defined as those loans that are inadequately protected by the current net worth and paying capacity of the obligor, or of the collateral pledged. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. If the weakness or weaknesses are not corrected, there is the distinct possibility that some loss will be sustained.
Loss: Loans in this classification are considered uncollectible and of such little value that continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this loan even though partial recovery may be realized in the future. At June 30, 2019 and September 30, 2018, there were no loans classified as loss.
The following tables present an analysis of loans by credit quality indicator and portfolio segment at June 30, 2019 and September 30, 2018 (dollars in thousands):

| Loan Grades |  |
June 30, 2019 | Pass |  | Watch |  | Special Mention |  | Substandard |  | Total
Mortgage loans: |  |  |  |  |  |  |  |  |
One- to four-family | $ | 126,094 |  |  | $ | 302 |  |  | $ | 566 |  |  | $ | 2,088 |  |  | $ | 129,050 |
Multi-family | 70,374 |  |  | — |  |  | — |  |  | — |  |  | 70,374 |
Commercial | 408,798 |  |  | 8,237 |  |  | 636 |  |  | 1,107 |  |  | 418,778 |
Construction – custom and owner/builder | 70,004 |  |  | 233 |  |  | — |  |  | — |  |  | 70,237 |
Construction – speculative one- to four-family | 10,545 |  |  | — |  |  | — |  |  | — |  |  | 10,545 |
Construction – commercial | 27,567 |  |  | — |  |  | — |  |  | — |  |  | 27,567 |
Construction – multi-family | 18,418 |  |  | — |  |  | — |  |  | — |  |  | 18,418 |
Construction – land development | 2,766 |  |  | — |  |  | — |  |  | 224 |  |  | 2,990 |
Land | 24,049 |  |  | 956 |  |  | 1,226 |  |  | 422 |  |  | 26,653 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | 41,369 |  |  | 42 |  |  | — |  |  | 793 |  |  | 42,204 |
Other | 4,402 |  |  | 34 |  |  | — |  |  | 14 |  |  | 4,450 |
Commercial business loans | 64,374 |  |  | 13 |  |  | 49 |  |  | 749 |  |  | 65,185 |
Total | $ | 868,760 |  |  | $ | 9,817 |  |  | $ | 2,477 |  |  | $ | 5,397 |  |  | $ | 886,451 |
September 30, 2018 |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mortgage loans: |  |  |  |  |  |  |  |  |  |  |  |  |
One- to four-family | $ | 113,148 |  |  | $ | 882 |  |  | $ | 581 |  |  | $ | 1,330 |  |  | $ | 115,941 |
Multi-family | 61,928 |  |  | — |  |  | — |  |  | — |  |  | 61,928 |
Commercial | 334,908 |  |  | 8,375 |  |  | 988 |  |  | 842 |  |  | 345,113 |
Construction – custom and owner/builder | 66,720 |  |  | 304 |  |  | — |  |  | — |  |  | 67,024 |
Construction – speculative one- to four-family | 7,107 |  |  | — |  |  | — |  |  | — |  |  | 7,107 |
Construction – commercial | 23,440 |  |  | — |  |  | — |  |  | — |  |  | 23,440 |
Construction – multi-family | 5,983 |  |  | — |  |  | — |  |  | — |  |  | 5,983 |
Construction – land development | 1,567 |  |  | — |  |  | — |  |  | — |  |  | 1,567 |
Land | 22,810 |  |  | 988 |  |  | 1,505 |  |  | 243 |  |  | 25,546 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | 36,697 |  |  | 82 |  |  | — |  |  | 562 |  |  | 37,341 |
Other | 3,480 |  |  | — |  |  | — |  |  | 35 |  |  | 3,515 |
Commercial business loans | 42,812 |  |  | 22 |  |  | 49 |  |  | 170 |  |  | 43,053 |
Total | $ | 720,600 |  |  | $ | 10,653 |  |  | $ | 3,123 |  |  | $ | 3,182 |  |  | $ | 737,558 |

26

Impaired Loans
A loan is considered impaired when it is probable that the Company will be unable to collect all amounts (principal and interest) when due according to the contractual terms of the loan agreement. Smaller balance homogeneous loans, such as residential mortgage loans and consumer loans, may be collectively evaluated for impairment. When a loan has been identified as being impaired, the amount of the impairment is measured by using discounted cash flows, except when, as an alternative, the current estimated fair value of the collateral (reduced by estimated costs to sell, if applicable) or observable market price is used. The valuation of real estate collateral is subjective in nature and may be adjusted in future periods because of changes in economic conditions. Management considers third-party appraisals, as well as independent fair market value assessments from realtors or persons involved in selling real estate, in determining the estimated fair value of particular properties. In addition, as certain of these third-party appraisals and independent fair market value assessments are only updated periodically, changes in the values of specific properties may have occurred subsequent to the most recent appraisals. Accordingly, the amounts of any such potential changes and any related adjustments are generally recorded at the time such information is received. When the estimated net realizable value of the impaired loan is less than the recorded investment in the loan (including accrued interest and net deferred loan origination fees or costs), impairment is recognized by creating or adjusting an allocation of the allowance for loan losses and uncollected accrued interest is reversed against interest income. If ultimate collection of principal is in doubt, all cash receipts on impaired loans are applied to reduce the principal balance.
The categories of non-accrual loans and impaired loans overlap, although they are not identical.
27

The following table is a summary of information related to impaired loans by portfolio segment as of June 30, 2019 and for the three and nine months then ended (dollars in thousands):

| Recorded Investment |  | Unpaid Principal Balance (Loan Balance Plus Charge Off) |  | Related Allowance |  | Quarter to Date ("QTD") Average Recorded Investment (1) |  | Year to Date ("YTD") Average Recorded Investment (2) |  | QTD Interest Income Recognized (1) |  | YTD Interest Income Recognized (2) |  | QTD Cash Basis Interest Income Recognized (1) |  | YTD Cash Basis Interest Income Recognized (2)
With no related allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mortgage loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
One- to four-family | $ | 1,220 |  |  | $ | 1,301 |  |  | $ | — |  |  | $ | 1,145 |  |  | $ | 1,089 |  |  | $ | 18 |  |  | $ | 53 |  |  | $ | 15 |  |  | $ | 47 |
Commercial | 3,255 |  |  | 3,255 |  |  | — |  |  | 3,263 |  |  | 2,852 |  |  | 78 |  |  | 158 |  |  | 70 |  |  | 132 |
Land | 279 |  |  | 393 |  |  | — |  |  | 174 |  |  | 109 |  |  | 3 |  |  | 3 |  |  | 3 |  |  | 3 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | 606 |  |  | 606 |  |  | — |  |  | 474 |  |  | 423 |  |  | — |  |  | — |  |  | — |  |  | — |
Commercial business loans | 200 |  |  | 208 |  |  | — |  |  | 203 |  |  | 130 |  |  | 18 |  |  | 20 |  |  | 18 |  |  | 20 |
Subtotal | 5,560 |  |  | 5,763 |  |  | — |  |  | 5,259 |  |  | 4,603 |  |  | 117 |  |  | 234 |  |  | 106 |  |  | 202 |
With an allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mortgage loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Land | 143 |  |  | 143 |  |  | 37 |  |  | 268 |  |  | 233 |  |  | — |  |  | — |  |  | — |  |  | — |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | — |  |  | — |  |  | — |  |  | — |  |  | 38 |  |  | — |  |  | — |  |  | — |  |  | — |
Other | 14 |  |  | 14 |  |  | 8 |  |  | 15 |  |  | 7 |  |  | — |  |  | — |  |  | — |  |  | — |
Commercial business loans | 549 |  |  | 549 |  |  | 214 |  |  | 430 |  |  | 304 |  |  | — |  |  | 25 |  |  | — |  |  | 25 |
Subtotal | 706 |  |  | 706 |  |  | 259 |  |  | 713 |  |  | 582 |  |  | — |  |  | 25 |  |  | — |  |  | 25 |
Total: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mortgage loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
One- to four-family | 1,220 |  |  | 1,301 |  |  | — |  |  | 1,145 |  |  | 1,089 |  |  | 18 |  |  | 53 |  |  | 15 |  |  | 47 |
Commercial | 3,255 |  |  | 3,255 |  |  | — |  |  | 3,263 |  |  | 2,852 |  |  | 78 |  |  | 158 |  |  | 70 |  |  | 132 |
Land | 422 |  |  | 536 |  |  | 37 |  |  | 442 |  |  | 342 |  |  | 3 |  |  | 3 |  |  | 3 |  |  | 3 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | 606 |  |  | 606 |  |  | — |  |  | 474 |  |  | 461 |  |  | — |  |  | — |  |  | — |  |  | — |
Other | 14 |  |  | 14 |  |  | 8 |  |  | 15 |  |  | 7 |  |  | — |  |  | — |  |  | — |  |  | — |
Commercial business loans | 749 |  |  | 757 |  |  | 214 |  |  | 633 |  |  | 434 |  |  | 18 |  |  | 45 |  |  | 18 |  |  | 45 |
Total | $ | 6,266 |  |  | $ | 6,469 |  |  | $ | 259 |  |  | $ | 5,972 |  |  | $ | 5,185 |  |  | $ | 117 |  |  | $ | 259 |  |  | $ | 106 |  |  | $ | 227 |

______________________________________________

(1) | For the three months ended June 30, 2019.

(2) | For the nine months ended June 30, 2019.

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The following table is a summary of information related to impaired loans by portfolio segment as of and for the year ended September 30, 2018 (dollars in thousands):

| Recorded Investment |  | Unpaid Principal Balance (Loan Balance Plus Charge Off) |  | Related Allowance |  | Average Recorded Investment (1) |  | Interest Income Recognized (1) |  | Cash Basis Interest Income Recognized (1)
With no related allowance recorded: |  |  |  |  |  |  |  |  |  |  |
Mortgage loans: |  |  |  |  |  |  |  |  |  |  |
One- to four-family | $ | 1,054 |  |  | $ | 1,200 |  |  | $ | — |  |  | $ | 1,422 |  |  | $ | 80 |  |  | $ | 69 |
Commercial | 2,446 |  |  | 2,446 |  |  | — |  |  | 2,389 |  |  | 121 |  |  | 93 |
Land | 90 |  |  | 195 |  |  | — |  |  | 283 |  |  | 11 |  |  | 10 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | 359 |  |  | 359 |  |  | — |  |  | 210 |  |  | 3 |  |  | 3 |
Subtotal | 3,949 |  |  | 4,200 |  |  | — |  |  | 4,304 |  |  | 215 |  |  | 175 |
With an allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mortgage loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
One- to four-family | — |  |  | — |  |  | — |  |  | 9 |  |  | — |  |  | — |
Commercial | — |  |  | — |  |  | — |  |  | 760 |  |  | 28 |  |  | 21 |
Land | 153 |  |  | 153 |  |  | 34 |  |  | 383 |  |  | 9 |  |  | 8 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | — |  |  | — |  |  | — |  |  | 310 |  |  | 16 |  |  | 13 |
Commercial business loans | 170 |  |  | 170 |  |  | 63 |  |  | 141 |  |  | — |  |  | — |
Subtotal | 323 |  |  | 323 |  |  | 97 |  |  | 1,603 |  |  | 53 |  |  | 42 |
Total: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mortgage loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
One- to four-family | 1,054 |  |  | 1,200 |  |  | — |  |  | 1,431 |  |  | 80 |  |  | 69 |
Commercial | 2,446 |  |  | 2,446 |  |  | — |  |  | 3,149 |  |  | 149 |  |  | 114 |
Land | 243 |  |  | 348 |  |  | 34 |  |  | 666 |  |  | 20 |  |  | 18 |
Consumer loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Home equity and second mortgage | 359 |  |  | 359 |  |  | — |  |  | 520 |  |  | 19 |  |  | 16 |
Commercial business loans | 170 |  |  | 170 |  |  | 63 |  |  | 141 |  |  | — |  |  | — |
Total | $ | 4,272 |  |  | $ | 4,523 |  |  | $ | 97 |  |  | $ | 5,907 |  |  | $ | 268 |  |  | $ | 217 |

______________________________________________
(1) For the year ended September 30, 2018.
A troubled debt restructured loan ("TDR") is a loan for which the Company, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. Examples of such concessions include, but are not limited to: a reduction in the stated interest rate; an extension of the maturity at an interest rate below current market rates; a reduction in the face amount of the debt; a reduction in the accrued interest; or re-amortizations, extensions, deferrals and renewals. TDRs are considered impaired and are individually evaluated for impairment. TDRs are classified as non-accrual (and considered to be non-performing) unless they have been performing in accordance with modified terms for a period of at least six months. The Company had $3.21 million and $3.28 million in TDRs included in impaired loans at June 30, 2019 and September 30, 2018, respectively, and had no commitments at these dates to lend additional funds on these loans. The allowance for loan losses allocated to TDRs at June 30, 2019 and September 30, 2018 was $69,000 and $97,000, respectively. There were no TDRs for which there was a payment default within the first 12 months of the modification during the nine months ended June 30, 2019.
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The following tables set forth information with respect to the Company’s TDRs by interest accrual status as of June 30, 2019 and September 30, 2018 (dollars in thousands):

| June 30, 2019
| Accruing |  | Non- Accrual |  | Total
Mortgage loans: |  |  |  |  |
One- to four-family | $ | 497 |  |  | $ | 143 |  |  | $ | 640 |
Commercial | 2,419 |  |  | — |  |  | 2,419 |
Commercial business loans | — |  |  | 149 |  |  | 149 |
Total | $ | 2,916 |  |  | $ | 292 |  |  | $ | 3,208 |

| September 30, 2018
| Accruing |  | Non- Accrual |  | Total
Mortgage loans: |  |  |  |  |
One- to four-family | $ | 509 |  |  | $ | — |  |  | $ | 509 |
Commercial | 2,446 |  |  | — |  |  | 2,446 |
Land | — |  |  | 153 |  |  | 153 |
Commercial business loans | — |  |  | 170 |  |  | 170 |
Total | $ | 2,955 |  |  | $ | 323 |  |  | $ | 3,278 |

There were no new TDRs during the nine months ended June 30, 2019.
There were three new TDRs for the year ended September 30, 2018. The following table sets forth information with respect to the Company's TDRs, by portfolio segment, during the year ended September 30, 2018 (dollars in thousands):

2018 | Number of Contracts |  | Pre-Modification Outstanding Recorded Investment |  | Post- Modification Outstanding Recorded Investment |  | End of Period Balance
Land loans (1) | 1 |  | $ | 244 |  |  | $ | 155 |  |  | $ | 153 |
Commercial business loans (2) | 2 |  | 183 |  |  | 183 |  |  | 170 |
Total | 3 |  | $ | 427 |  |  | $ | 338 |  |  | $ | 323 |
(1) Modification was a result of a reduction in principal balance. |  |  |  |  |  |  |
(2) Modifications were a result of reduction in monthly payment amounts. |  |  |  |  |  |

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(6) NET INCOME PER COMMON SHARE
Basic net income per common share is computed by dividing net income to common shareholders by the weighted average number of common shares outstanding during the period, without considering any dilutive items. Diluted net income per common share is computed by dividing net income to common shareholders by the weighted average number of common shares and common stock equivalents for items that are dilutive, net of shares assumed to be repurchased using the treasury stock method at the average share price for the Company’s common stock during the period. Common stock equivalents arise from the assumed conversion of outstanding stock options to purchase common stock. Shares owned by the Bank’s ESOP that have not been allocated are not considered to be outstanding for the purpose of computing basic and diluted net income per common share. At June 30, 2019 all shares had been allocated under the Bank's ESOP. At June 30, 2018 there were 45,999 shares that had not been allocated under the Bank’s ESOP.
Information regarding the calculation of basic and diluted net income per common share for the three and nine months ended June 30, 2019 and 2018 is as follows (dollars in thousands, except per share amounts):

| Three Months Ended June 30, |  | Nine Months Ended June 30,
| 2019 |  |  | 2018 |  |  | 2019 |  |  | 2018 |
Basic net income per common share computation |  |  |  |  |  |  |
Numerator – net income | $ | 5,956 |  |  | $ | 4,416 |  |  | $ | 17,685 |  |  | $ | 12,299 |
Denominator – weighted average common shares outstanding | 8,338,637 |  |  | 7,345,618 |  |  | 8,313,913 |  |  | 7,328,702 |
Basic net income per common share | $ | 0.71 |  |  | $ | 0.60 |  |  | $ | 2.13 |  |  | $ | 1.68 |
Diluted net income per common share computation |  |  |  |  |  |  |  |  |
Numerator – net income | $ | 5,956 |  |  | $ | 4,416 |  |  | $ | 17,685 |  |  | $ | 12,299 |
Denominator – weighted average common shares outstanding | 8,338,637 |  |  | 7,345,618 |  |  | 8,313,913 |  |  | 7,328,702 |
Effect of dilutive stock options (1) | 143,723 |  |  | 189,539 |  |  | 154,299 |  |  | 189,745 |
Weighted average common shares outstanding - assuming dilution | 8,482,360 |  |  | 7,535,157 |  |  | 8,468,212 |  |  | 7,518,447 |
Diluted net income per common share | $ | 0.70 |  |  | $ | 0.59 |  |  | $ | 2.09 |  |  | $ | 1.64 |

____________________________________________
(1) For the three and nine months ended June 30, 2019, average options to purchase 102,050 and 102,353 shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per share because their effect would have been anti-dilutive. For the three months ended June 30, 2018, there were no options to purchase shares of common stock that were omitted from the computation of diluted earnings per share because their effect would be anti-dilutive. For the nine months ended June 30, 2018, average options to purchase 38,709 shares of common stock were outstanding but not included in the computation of diluted net income per share because their effect would have been anti-dilutive.
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(7) ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss ("AOCI") by component during the three and nine months ended June 30, 2019 and 2018 are as follows (dollars in thousands):

| Three Months Ended June 30, 2019
| Changes in fair value of available for sale securities (1) |  | Changes in OTTI on held to maturity securities (1) |  | Total (1)
Balance of AOCI at the beginning of period | $ | 3 |  |  | $ | (48 | ) |  | $ | (45 | )
Other comprehensive income | 9 |  |  | 3 |  |  | 12 |
Balance of AOCI at the end of period | $ | 12 |  |  | $ | (45 | ) |  | $ | (33 | )

| Nine Months Ended June 30, 2019
| Changes in fair value of available for sale securities (1) |  | Changes in OTTI on held to maturity securities (1) |  | Total (1)
Balance of AOCI at the beginning of period | $ | (58 | ) |  | $ | (71 | ) |  | $ | (129 | )
Other comprehensive income | 7 |  |  | 26 |  |  | 33 |
Adoption of ASU 2016-01 | 63 |  |  | — |  |  | 63 |
Balance of AOCI at the end of period | $ | 12 |  |  | $ | (45 | ) |  | $ | (33 | )

| Three Months Ended June 30, 2018
| Changes in fair value of available for sale securities (1) |  | Changes in OTTI on held to maturity securities (1) |  | Total (1)
Balance of AOCI at the beginning of period | $ | (44 | ) |  | $ | (88 | ) |  | $ | (132 | )
Other comprehensive income (loss) | (7 | ) |  | 5 |  |  | (2 | )
Balance of AOCI at the end of period | $ | (51 | ) |  | $ | (83 | ) |  | $ | (134 | )

| Nine Months Ended June 30, 2018
| Changes in fair value of available for sale securities (1) |  | Changes in OTTI on held to maturity securities (1) |  | Total (1)
Balance of AOCI at the beginning of period | $ | (19 | ) |  | $ | (105 | ) |  | $ | (124 | )
Other comprehensive income (loss) | (32 | ) |  | 22 |  |  | (10 | )
Balance of AOCI at the end of period | $ | (51 | ) |  | $ | (83 | ) |  | $ | (134 | )

__________________________
(1) All amounts are net of income taxes.
(8) STOCK COMPENSATION PLANS
Under the Company’s 2003 Stock Option Plan, the Company was able to grant options for up to 300,000 shares of common stock to employees, officers, directors and directors emeriti. Under the Company's 2014 Equity Incentive Plan, the Company is able to grant options and awards of restricted stock (with or without performance measures) for up to 352,366 shares of common stock to employees, officers, directors and directors emeriti. Shares issued may be purchased in the open market or may be issued from authorized and unissued shares. The exercise price of each option equals the fair market value of the Company’s common stock on the date of grant. Generally, options and restricted stock vest in 20% annual installments on each of the five anniversaries from the date of the grant, and options generally have a maximum contractual term of ten years from
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the date of grant. At June 30, 2019, there were 75,316 shares of common stock available which may be awarded as options or restricted stock pursuant to future grant under the 2014 Equity Incentive Plan.
At both June 30, 2019 and 2018, there were no unvested restricted stock awards. There were no restricted stock grants awarded during the nine months ended June 30, 2019 or 2018.
Stock option activity for the nine months ended June 30, 2019 and 2018 is summarized as follows:

| Nine Months Ended June 30, 2019 |  | Nine Months Ended June 30, 2018
| Number of Shares |  |  | Weighted Average Exercise Price |  |  | Number of Shares |  |  | Weighted Average Exercise Price |
Options outstanding, beginning of period | 380,820 |  |  | $ | 16.03 |  |  | 380,120 |  |  | $ | 13.23 |
Exercised | (37,756 | ) |  | 9.00 |  |  | (34,850 | ) |  | 8.39 |
Forfeited | (3,900 | ) |  | 18.63 |  |  | (5,150 | ) |  | 13.39 |
Options outstanding, end of period | 339,164 |  |  | $ | 16.79 |  |  | 340,120 |  |  | $ | 13.73 |

The aggregate intrinsic value of options exercised during the nine months ended June 30, 2019 and 2018 was $751,000 and $741,000, respectively.
At June 30, 2019, there were 155,750 unvested options with an aggregate grant date fair value of $485,000, all of which the Company assumes will vest. The aggregate intrinsic value of unvested options at June 30, 2019 was $1.09 million. There were 37,300 options with an aggregate grant date fair value of $88,000 that vested during the nine months ended June 30, 2019.
At June 30, 2018, there were 183,150 unvested options with an aggregate grant date fair value of $454,000. There were 43,900 options with an aggregate grant date fair value of $104,000 that vested during the nine months ended June 30, 2018.

Additional information regarding options outstanding at June 30, 2019 is as follows:

|  | Options Outstanding |  | Options Exercisable
Range of Exercise Prices ($) |  | Number |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life (Years) |  | Number |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life (Years)
$ 4.01 - 4.55 |  | 2,500 |  |  | $ | 4.33 |  |  | 1.2 |  | 2,500 |  |  | $ | 4.33 |  |  | 1.2
5.86 - 6.00 |  | 19,850 |  |  | 5.97 |  |  | 3.3 |  | 19,850 |  |  | 5.97 |  |  | 3.3
9.00 |  | 52,775 |  |  | 9.00 |  |  | 4.3 |  | 52,775 |  |  | 9.00 |  |  | 4.3
10.26 - 10.71 |  | 113,189 |  |  | 10.58 |  |  | 5.8 |  | 79,989 |  |  | 10.55 |  |  | 5.7
15.67 |  | 48,800 |  |  | 15.67 |  |  | 7.3 |  | 17,000 |  |  | 15.67 |  |  | 7.3
29.69 |  | 56,100 |  |  | 29.69 |  |  | 8.3 |  | 11,300 |  |  | 29.69 |  |  | 8.3
31.80 |  | 45,950 |  |  | 31.80 |  |  | 9.3 |  | — |  |  | N/A |  |  | N/A
|  | 339,164 |  |  | $ | 16.79 |  |  | 6.5 |  | 183,414 |  |  | $ | 11.18 |  |  | 5.3

The aggregate intrinsic value of options outstanding at June 30, 2019 and 2018 was $4.53 million and $8.03 million, respectively.
As of June 30, 2019, unrecognized compensation cost related to non-vested stock options was $401,000, which is expected to be recognized over a weighted average life of 2.14 years.
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(9) FAIR VALUE MEASUREMENTS
Fair value is defined under GAAP as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of three levels. These levels are:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2: Significant observable inputs other than quoted prices included within Level 1, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions market participants would use in pricing an asset or liability based on the best information available in the circumstances.
The Company's assets measured at fair value on a recurring basis consist of investment securities available for sale and investments in equity securities. The estimated fair values of MBS are based upon market prices of similar securities or observable inputs (Level 2). The estimated fair values of mutual funds are based upon quoted market prices (Level 1).
The Company had no liabilities measured at fair value on a recurring basis at June 30, 2019 and September 30, 2018. The Company's assets measured at estimated fair value on a recurring basis at June 30, 2019 and September 30, 2018 were as follows (dollars in thousands):

June 30, 2019 | Estimated Fair Value |  |
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Available for sale investment securities |  |  |  |  |  |  |
MBS: U.S. government agencies | $ | — |  |  | $ | 2,028 |  |  | $ | — |  |  | $ | 2,028 |
Investments in equity securities |  |  |  |  |  |  |
Mutual funds | 951 |  |  | — |  |  | — |  |  | 951 |
Total | $ | 951 |  |  | $ | 2,028 |  |  | $ | — |  |  | $ | 2,979 |

September 30, 2018 | Estimated Fair Value |  |
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Available for sale investment securities |  |  |  |  |  |  |
MBS: U.S. government agencies | $ | — |  |  | $ | 237 |  |  | $ | — |  |  | $ | 237 |
Mutual funds | 917 |  |  | — |  |  | — |  |  | 917 |
Total | $ | 917 |  |  | $ | 237 |  |  | $ | — |  |  | $ | 1,154 |

There were no transfers among Level 1, Level 2 and Level 3 during the nine months ended June 30, 2019 and the year ended September 30, 2018.
The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a non-recurring basis in accordance with GAAP. These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period.
The Company uses the following methods and significant assumptions to estimate fair value on a non-recurring basis:
Impaired Loans: The estimated fair value of impaired loans is calculated using the collateral value method or on a discounted cash flow basis. The specific reserve for collateral dependent impaired loans is based on the estimated fair value of the collateral less estimated costs to sell, if applicable. In some cases, adjustments are made to the appraised values due to
34

various factors including age of the appraisal, age of comparables included in the appraisal and known changes in the market and in the collateral. Such adjustments may be significant and typically result in a Level 3 classification of the inputs for determining fair value. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.
Investment Securities Held to Maturity: The estimated fair value of investment securities held to maturity is based upon the assumptions market participants would use in pricing the investment security. Such assumptions include quoted market prices (Level 1), market prices of similar securities or observable inputs (Level 2) and unobservable inputs such as dealer quotes, discounted cash flows or similar techniques (Level 3).
OREO and Other Repossessed Assets, net: OREO and other repossessed assets are recorded at estimated fair value less estimated costs to sell. Estimated fair value is generally determined by management based on a number of factors, including third-party appraisals of estimated fair value in an orderly sale. Estimated costs to sell are based on standard market factors. The valuation of OREO and other repossessed assets is subject to significant external and internal judgment (Level 3).
The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at June 30, 2019 (dollars in thousands):

| Estimated Fair Value
| Level 1 |  | Level 2 |  | Level 3
Impaired loans: |  |  |  |  |
Mortgage loans: |  |  |  |  |
Land | $ | — |  |  | $ | — |  |  | $ | 106 |
Consumer loans: |  |  |  |  |
Other | — |  |  | — |  |  | 6 |
Commercial business loans | — |  |  | — |  |  | 335 |
Total impaired loans | — |  |  | — |  |  | 447 |
Investment securities – held to maturity: |  |  |  |  |  |  |  |
MBS - private label residential | — |  |  | 17 |  |  | — |
OREO and other repossessed assets | — |  |  | — |  |  | 1,719 |
Total | $ | — |  |  | $ | 17 |  |  | $ | 2,166 |

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis as of June 30, 2019 (dollars in thousands):

| Estimated Fair Value |  | Valuation Technique(s) |  | Unobservable Input(s) |  | Range
Impaired loans | $ | 447 |  |  | Market approach |  | Appraised value less estimated selling costs |  | NA
OREO and other repossessed assets | $ | 1,719 |  |  | Market approach |  | Lower of appraised value or listing price less estimated selling costs |  | NA

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The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at September 30, 2018 (dollars in thousands):

| Estimated Fair Value
| Level 1 |  | Level 2 |  | Level 3
Impaired loans: |  |  |  |  |
Mortgage loans: |  |  |  |  |
Land | $ | — |  |  | $ | — |  |  | $ | 119 |
Consumer loans: |  |  |  |  |  |  |  |
Commercial business loans | — |  |  | — |  |  | 107 |
Total impaired loans | — |  |  | — |  |  | 226 |
Investment securities – held to maturity: |  |  |  |  |  |  |  |
MBS - private label residential | — |  |  | 3 |  |  | — |
OREO and other repossessed assets | — |  |  | — |  |  | 1,913 |
Total | $ | — |  |  | $ | 3 |  |  | $ | 2,139 |

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis as of September 30, 2018 (dollars in thousands):

| Estimated Fair Value |  | Valuation Technique(s) |  | Unobservable Input(s) |  | Range
Impaired loans | $ | 226 |  |  | Market approach |  | Appraised value less estimated selling costs |  | NA
OREO and other repossessed assets | $ | 1,913 |  |  | Market approach |  | Lower of appraised value or listing price less estimated selling costs |  | NA

GAAP requires disclosure of estimated fair values for certain financial instruments. Such estimates are subjective in nature, and significant judgment is required regarding the risk characteristics of various financial instruments at a discrete point in time. Therefore, such estimates could vary significantly if assumptions regarding uncertain factors were to change. In addition, as the Company normally intends to hold the majority of its financial instruments until maturity, it does not expect to realize many of the estimated amounts disclosed. The disclosures also do not include estimated fair value amounts for certain items which are not defined as financial instruments but for which may have significant value. The Company does not believe that it would be practicable to estimate a represented fair value for these types of items as of June 30, 2019 and September 30, 2018. Because GAAP excludes certain items from fair value disclosure requirements, any aggregation of the fair value amounts presented would not represent the underlying value of the Company. Additionally, in accordance with ASU No. 2016-01, which the Company adopted on October 1, 2018 on a prospective basis, the Company uses the exit price notion in calculating the fair values of financial instruments not measured at fair value on a recurring basis.
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The recorded amounts and estimated fair values of financial instruments were as follows as of June 30, 2019 and September 30, 2018 (dollars in thousands):

| June 30, 2019
|  |  |  |  | Fair Value Measurements Using:
| Recorded Amount |  | Estimated Fair Value |  | Level 1 |  | Level 2 |  | Level 3
Financial assets |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 170,835 |  |  | $ | 170,835 |  |  | $ | 170,835 |  |  | $ | — |  |  | $ | — |
CDs held for investment | 81,184 |  |  | 81,184 |  |  | 81,184 |  |  | — |  |  | — |
Investment securities | 40,624 |  |  | 42,070 |  |  | 8,931 |  |  | 33,139 |  |  | — |
FHLB stock | 1,437 |  |  | 1,437 |  |  | 1,437 |  |  | — |  |  | — |
Other investments | 3,000 |  |  | 3,000 |  |  | 3,000 |  |  | — |  |  | — |
Loans held for sale | 3,338 |  |  | 3,411 |  |  | 3,411 |  |  | — |  |  | — |
Loans receivable, net | 873,982 |  |  | 873,520 |  |  | — |  |  | — |  |  | 873,520 |
Accrued interest receivable | 3,759 |  |  | 3,759 |  |  | 3,759 |  |  | — |  |  | — |
Financial liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |
Time deposits | 164,193 |  |  | 165,086 |  |  | — |  |  | — |  |  | 165,086 |
Accrued interest payable | 310 |  |  | 310 |  |  | 310 |  |  | — |  |  | — |

| September 30, 2018
|  |  |  |  | Fair Value Measurements Using:
| Recorded Amount |  | Estimated Fair Value |  | Level 1 |  | Level 2 |  | Level 3
Financial assets |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 148,864 |  |  | $ | 148,864 |  |  | $ | 148,864 |  |  | $ | — |  |  | $ | — |
CDs held for investment | 63,290 |  |  | 63,290 |  |  | 63,290 |  |  | — |  |  | — |
Investment securities | 13,964 |  |  | 14,418 |  |  | 8,812 |  |  | 5,606 |  |  | — |
FHLB stock | 1,190 |  |  | 1,190 |  |  | 1,190 |  |  | — |  |  | — |
Other investments | 3,000 |  |  | 3,000 |  |  | 3,000 |  |  | — |  |  | — |
Loans held for sale | 1,785 |  |  | 1,814 |  |  | 1,814 |  |  | — |  |  | — |
Loans receivable, net | 725,391 |  |  | 711,071 |  |  | — |  |  | — |  |  | 711,071 |
Accrued interest receivable | 2,877 |  |  | 2,877 |  |  | 2,877 |  |  | — |  |  | — |
Financial liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |
Time deposits | 141,808 |  |  | 140,831 |  |  | — |  |  | — |  |  | 140,831 |
Accrued interest payable | 225 |  |  | 225 |  |  | 225 |  |  | — |  |  | — |

(10) RECENT ACCOUNTING PRONOUNCEMENTS
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers, which created FASB Accounting Standards Codification ("ASC") Topic 606 ("ASC 606"). The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASC 606 was effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted ASC 606 on October 1, 2018 using the modified retrospective approach. Therefore, the comparative information has not been adjusted and continues to be reported under superseded ASC 605. There was no cumulative effect adjustment as of
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October 1, 2018, and there were no material changes to the timing or amount of revenue recognized for the nine months ended June 30, 2019; however, additional disclosures were incorporated in the footnotes upon adoption. The majority of the Company's revenue is comprised of interest income from financial assets, which is explicitly excluded from the scope of ASC 606. The Company elected to apply the practical expedient pursuant to ACS 606 and therefore does not disclose information about remaining performance obligations that have an original expected term of one year or less and allows the Company to expense costs related to obtaining a contract as incurred when the amortization period would have been one year or less. See Note 12 for additional information.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU No. 2016-01 generally requires equity investments - except those accounted for under the valuation method of accounting or those that result in consolidation of the investee - to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ASU No. 2016-01 is intended to simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. ASU No. 2016-01 also eliminates certain disclosures related to the fair value of financial instruments and requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. ASU No 2016-01 was effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted ASU No. 2016-01 on October 1, 2018. As required by ASU No. 2016-01, on October 1, 2018 the Company recorded a one-time cumulative effect adjustment of $63,000 representing net unrealized losses on equity securities (mutual funds) between accumulated other comprehensive loss and retained earnings on the accompanying consolidated balance sheet. Additionally, the fair values of financial instruments for disclosure purposes were computed using an exit price notion and deposits with no stated maturity are no longer included in the fair value disclosures in Note 9.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU is intended to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The principal change required by this ASU relates to lessee accounting, and is that for operating leases, a lessee is required to (1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position, (2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis, and (3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. This ASU also changes disclosure requirements related to leasing activities and requires certain qualitative disclosures along with specific quantitative disclosures. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842), Targeted Improvements. This ASU amended the new lease standard to give entities another option for transition and to provide lessors with a practical expedient. The transition option allows entities to not apply the new leases standard in comparative periods they present in their financial statements in the year of adoption. The practical expedient provides lessors with an option to not separate non-lease components from the associated lease components when certain criteria are met and requires them to account for the combined component in accordance with ASC 606 if the associated non-lease components are the predominant components. The amendments have the same effective date as ASU No. 2016-02. In March 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842), Codification Improvements. The amendments in this ASU include the following items: (i) determining the fair value of the underlying assets by lessors that are not manufacturers or dealers; (ii) requiring cash received from lessors from sales-type and direct financing leases to be presented in the cash flow statement within investing activities, and (iii) clarifying interim disclosure requirements. The effective date and transition requirements for the first and second items in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019 and early adoption is permitted. The effective date and transition requirements for the third item of this ASU are the same as ASU No. 2016-02. The amendments in ASU No. 2016-02 are effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2018. Early application of the amendments in this ASU is permitted. The effect of adoption of this ASU will depend on the nature and terms of the Company's leases at the time of adoption. Once adopted, the Company expects to report higher assets and liabilities as a result of including right-of-use assets and lease liabilities related to certain banking offices and certain equipment under non-cancelable operating lease agreements; however, based on current leases the adoption of ASU No. 2016-02 is not expected to have a material impact on the Company's future consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses as amended by ASU 2018-19, ASU 2019-04 and ASU 2019-05. This ASU replaces the existing incurred losses methodology with a current expected losses
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methodology with respect to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held to maturity investment securities and off-balance sheet commitments. In addition, this ASU requires credit losses relating to available for sale debt securities to be recorded through an allowance for credit losses rather than as a reduction of the carrying amount. ASU No. 2016-13 also changes the accounting for purchased credit-impaired debt securities and loans. ASU No. 2016-13 retains many of the current disclosure requirements in GAAP and expands disclosure requirements. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Upon adoption, the Company expects a change in the processes and procedures to calculate the allowance for loan losses, including changes in the assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. In addition, the current policy for other-than-temporary impairment on investment securities available for sale will be replaced with an allowance approach. The Company is reviewing the requirements of ASU No. 2016-13 and has begun developing and implementing processes and procedures to ensure it is fully compliant with the amendments at the adoption date. At this time, the Company anticipates the allowance for loan losses will increase as a result of the implementation of this ASU; however, until its evaluation is complete, the magnitude of the increase will be unknown.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. This ASU simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value of its assets and liabilities (including unrecognized assets and liabilities) at the impairment testing date following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under ASU No. 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU No. 2017-04 will be effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early application of this ASU is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of ASU No. 2017-04 is not expected to have a material impact on the Company's future consolidated financial statements.
In March 2017, the FASB issued ASU No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. This ASU shortens the amortization period for certain callable debt securities held at a premium to the earliest call date. This ASU is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2018. The adoption of ASU No. 2017-08 is not expected to have a material impact on the Company's future consolidated financial statements.
In May 2017, the FASB issued ASU No. 2017-09, Compensation--Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU was issued to provide clarity as to when to apply modification accounting when there is a change in the terms or conditions of a share-based payment award. According to the ASU, an entity should account for the effects of a modification unless the fair value, vesting conditions, and balance sheet classification of the award are the same after the modification as compared to the original award prior to modification. ASU No. 2017-09 was effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company adopted this ASU on October 1, 2018. The adoption of ASU No. 2017-09 did not have a material impact on the Company's consolidated financial statements.
In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU was issued to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. Previously, these awards were recorded at the fair value of consideration received or the fair value of the equity instruments issued and was measured at the earlier of the commitment date or the date performance was completed. The amendments in this ASU require nonemployee share-based payment awards to be measured at the grant-date fair value of the equity instrument. ASU No. 2018-07 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity's adoption of Topic 606. The adoption of ASU No. 2018-07 is not expected to have a material impact on the Company's future consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements. The following disclosure requirements were removed from ASC Topic 820, Fair Value Measurement: (1) the
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amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (2) the policy for timing of transfers between levels; and (3) the valuation process for Level 3 fair value measurements. This ASU clarifies that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. This ASU adds the following disclosure requirements for Level 3 measurements: (1) changes in unrealized gains and losses for the period included in other comprehensive income for the recurring Level 3 fair value measurements held at the end of the reporting period, and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for any removed or modified disclosures. The adoption of ASU No. 2018-13 is not expected to have a material impact on the Company's future consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this ASU broaden the scope of ASC Subtopic 350-40 to include costs incurred to implement a hosting arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The costs are capitalized or expensed depending on the nature of the costs and the project stage during which they are incurred, consistent with the accounting for internal-use software costs. The amendments in this ASU result in consistent capitalization of implementation costs of a hosting arrangement that is a service contract and implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. ASU No. 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of ASU No. 2018-15 is not expected to have a material impact on the Company's future consolidated financial statements.
(11) U.S. TAX REFORM
On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act significantly revised the future ongoing U.S. corporate income tax by, among other things, decreasing the federal corporate income tax rate to 21.0% from 35.0% effective January 1, 2018. As the Company has a September 30 fiscal year-end, the lower corporate federal income tax rate was phased in, resulting in a blended federal income tax rate of approximately 24.5% for the Company's fiscal year ended September 30, 2018, and 21.0% for subsequent fiscal years. In addition, the reduction of the corporate federal income tax rate required the Company to revalue its deferred tax assets and liabilities based on the lower federal tax rate of 21.0%.
As a result of the Tax Act, during the quarter ended December 31, 2017, the Company recorded a one-time income tax expense of $548,000 in conjunction with remeasuring its net deferred tax assets. The impact of using the 24.5% blended federal income tax rate for the quarter ended September 30, 2018 versus a 35.0% rate reduced the provision for income taxes by approximately $551,000.
(12) REVENUE FROM CONTRACTS WITH CUSTOMERS
ASC 606 applies to all contracts with customers to provide goods or services in the ordinary course of business, except for contracts that are specifically excluded from its scope. The majority of the Company's revenues are composed of interest income, deferred loan fee accretion, premium/discount accretion, gains on sales of loans and investments, BOLI net earnings, servicing income on loans sold and other loan fee income, which are not in the scope of ASC 606. Revenue reported as service charges on deposits, ATM and debit card interchange transaction fees, merchant services fees, non-deposit investment fees and escrow fees are within the scope of ASC 606. All of the Company's revenue from contracts with customers in the scope of ASC 606 is recognized in non-interest income with the exception of gains on sale of OREO and gains on sales/disposition of premises and equipment, which are included in non-interest expense.
If a contract is determined to be within the scope of ASC 606, the Company recognizes revenue when it satisfies its performance obligation. Descriptions of the Company's revenue-generating activities that are within the scope of ASC 606 are as follows:

• | Service Charges on Deposits: The Company earns fees from its deposit customers from a variety of deposit products and services. Non-transaction based fees such as account maintenance fees and monthly statement fees are considered to be provided to the customer under a day-to-day contract with ongoing renewals. Revenue for these non-transaction fees are earned over the course of a month, representing the period over which the Company satisfies the performance

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obligation. Transaction-based fees such as non-sufficient fund charges, stop payment charges and wire fees are recognized at the time the transaction is executed as the contract duration does not extend beyond the service performed.

• | ATM and Debit Card Interchange Transaction Fees: The Company earns fees from cardholder transactions conducted through third party payment network providers which consist of interchange fees earned from the payment networks as a debit card issuer. These fees are recognized when the transaction occurs, but may settle on a daily or monthly basis.

• | Escrow Fees: The Company earns fees from real estate escrow contracts with customers. The Company receives and disburses money and/or property per the customer's contract. Fees are recognized when the escrow contract closes.

• | Fee Income from Non-deposit Investment Sales: The Company earns fees from contracts with customers for investment activities. Revenues are generally recognized on a monthly basis and are generally based on a percentage of the customer's assets under management or based on investment solutions that are implemented for the customer.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
As used in this Form 10-Q, the terms “we,” “our” and “Company” refer to Timberland Bancorp, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. When we refer to “Bank” in this Form 10-Q, we are referring to Timberland Bank, a wholly-owned subsidiary of Timberland Bancorp, Inc. and the Bank’s wholly-owned subsidiary, Timberland Service Corporation.
The following analysis discusses the material changes in the consolidated financial condition and results of operations of the Company at and for the three and nine months ended June 30, 2019. This analysis as well as other sections of this report contains certain “forward-looking statements.”
Certain matters discussed in this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. Forward-looking statements are not statements of historical fact, are based on certain assumptions and often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about future economic performance. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the results anticipated or implied by our forward-looking statements, including, but not limited to: our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel from our recent merger with South Sound Bank into our operations and our ability to realize related revenue synergies and cost savings with expected time frames and any goodwill charges related and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, which may be greater than expected; the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets which may lead to increased losses and non-performing loans in our loan portfolio, and may result in our allowance for loan losses not being adequate to cover actual losses, and require us to materially increase our loan loss reserves; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas; secondary market conditions for loans and our ability to sell loans in the secondary market; results of examinations of us by the Federal Reserve and of our bank subsidiary by the FDIC, the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, institute a formal or informal enforcement action against us or our bank subsidiary which could require us to increase our allowance for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits or impose additional requirements or restrictions on us, any of which could adversely affect our liquidity and earnings; legislative or regulatory changes that adversely affect our business including changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules including as a result of Basel III; the impact of the Dodd Frank Wall Street Reform and Consumer Protection Act and implementing regulations; our ability to attract and retain deposits; increases in premiums for deposit insurance; our ability to control operating costs and expenses; the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risks associated with the loans on our consolidated balance sheet; staffing fluctuations in
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response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges; disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to implement our business strategies; our ability to manage loan delinquency rates; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; our ability to pay dividends on our common stock; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the FASB, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; the economic impact of war or any terrorist activities; other economic, competitive, governmental, regulatory, and technological factors affecting our operations; pricing, products and services; and other risks described elsewhere in this Form 10-Q and in the Company's other reports filed with or furnished to the Securities and Exchange Commission, including our 2018 Form 10-K.
Any of the forward-looking statements that we make in this Form 10-Q and in the other public statements we make are based upon management’s beliefs and assumptions at the time they are made. We do not undertake and specifically disclaim any obligation to publicly update or revise any forward-looking statements included in this report to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this document might not occur and we caution readers not to place undue reliance on any forward-looking statements. These risks could cause our actual results for fiscal 2019 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of us, and could negatively affect the Company’s consolidated financial condition and results of operations as well as its stock price performance.
Overview
Timberland Bancorp Inc., a Washington corporation, is the holding company for Timberland Bank. The Bank opened for business in 1915 and serves consumers and businesses across Grays Harbor, Thurston, Pierce, King, Kitsap and Lewis counties, Washington with a full range of lending and deposit services through its 24 offices (including its main office in Hoquiam). At June 30, 2019, the Company had total assets of $1.25 billion, net loans receivable of $873.98 million, total deposits of $1.07 billion and total shareholders’ equity of $166.27 million. The Company's business activities generally are limited to passive investment activities and oversight of its investment in the Bank. Accordingly, the information set for this report, including consolidated financial statements and related data, relates primarily to the Bank's operations.
On October 1, 2018, the Company completed the South Sound Merger. The operating results for the three and nine months ended June 30, 2019 include the operating results produced by the net assets acquired in the South Sound Merger. For additional information on the South Sound Merger, see Note 2 of the Notes to Unaudited Consolidated Financial Statements contained in "Item 1, Financial Statements."
The Bank is a community-oriented bank which has traditionally offered a variety of savings products to its retail customers while concentrating its lending activities on real estate mortgage loans. Lending activities have been focused primarily on the origination of loans secured by real estate, including residential construction loans, one- to four-family residential loans, multi-family loans and commercial real estate loans. The Bank also originates commercial business loans and other consumer loans.
The profitability of the Company’s operations depends primarily on its net interest income after provision for (recapture of) loan losses. Net interest income is the difference between interest income, which is the income that the Company earns on interest-earning assets, which are primarily loans and investments, and interest expense, the amount the Company pays on its interest-bearing liabilities, which are primarily deposits and borrowings (as needed). Net interest income is affected by changes in the volume and mix of interest-earning assets, interest earned on those assets, the volume and mix of interest-bearing liabilities and interest paid on those interest-bearing liabilities. Management attempts to match the re-pricing characteristics of the interest-earning assets and interest-bearing liabilities to protect net interest income from changes in market interest rates and changes in the shape of the yield curve.
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The provision for (recapture of) loan losses is dependent on changes in the loan portfolio and management’s assessment of the collectability of the loan portfolio as well as prevailing economic and market conditions. The allowance for loan losses reflects the amount that the Company believes is adequate to cover probable credit losses inherent in its loan portfolio.
Net income is also affected by non-interest income and non-interest expenses. For the three and nine month periods ended June 30, 2019, non-interest income consisted primarily of service charges on deposit accounts, gain on sales of loans, ATM and debit card interchange transaction fees, a BOLI death benefit claim, an increase in the cash surrender value of BOLI, servicing income on loans sold, gain on sale of investment securities and other operating income. Non-interest income is also increased by net recoveries on investment securities and reduced by net OTTI losses on investment securities, if any. Non-interest expenses consisted primarily of salaries and employee benefits, premises and equipment, advertising, ATM and debit card interchange transaction fees, OREO and other repossessed asset expenses, postage and courier expenses, state and local taxes, professional fees, FDIC insurance premiums, loan administration and foreclosure expenses, data processing and telecommunication expenses, deposit operation expenses, amortization of CDI, and other non-interest expenses. Non-interest expenses in certain periods are reduced by gains on the sale of premises and equipment and gains on the sale of OREO. Non-interest income and non-interest expenses are affected by the growth of the Company's operations and growth in the number of loan and deposit accounts.
Results of operations may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.
Critical Accounting Policies and Estimates
The Company has identified several accounting policies that as a result of judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company’s Consolidated Financial Statements. Critical accounting policies and estimates are discussed in the Company’s 2018 Form 10-K under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Policies and Estimates.” That discussion highlights estimates the Company makes that involve uncertainty or potential for substantial change. There have been no material changes in the Company’s critical accounting policies and estimates as previously disclosed in the Company’s 2018 Form 10-K, other than the accounting for business combinations. See Note 2 of the Notes to Unaudited Financial Statements contained in "Item 1, Financial Statements."
Comparison of Financial Condition at June 30, 2019 and September 30, 2018
The Company’s total assets increased by $229.02 million, or 22.5%, to $1.25 billion at June 30, 2019 from $1.02 billion at September 30, 2018. The increase in total assets was primarily due to the South Sound Merger, which resulted in a $183.10 million increase in total assets (including goodwill and net of cash consideration paid) at the merger date (October 1, 2018). The increase in assets was primarily comprised of a $148.59 million increase in net loans receivable, a $44.55 million increase in investment securities and CDs held for investment, a $21.97 million increase in cash and cash equivalents, and an $11.63 million increase in goodwill and CDI.
Net loans receivable increased by $148.59 million, or 20.5%, to $873.98 million at June 30, 2019 from $725.39 million at September 30, 2018. The increase was primarily due to loans acquired in the South Sound Merger ($121.54 million at the merger date) and, to a lesser extent, organic loan growth.
Total deposits increased by $183.03 million, or 20.6%, to $1.07 billion at June 30, 2019 from $889.51 million at September 30, 2018. The increase in total deposits was primarily due to deposits acquired in the South Sound Merger ($151.54 million at the merger date) and, to a lesser extent, organic deposit growth.
Shareholders’ equity increased by $41.61 million, or 33.4%, to $166.27 million at June 30, 2019 from $124.66 million at September 30, 2018. The increase in shareholders' equity was primarily due to $28.27 million in common stock issued in the South Sound Merger and net income, which was partially offset by the payment of dividends to common shareholders.
A more detailed explanation of the changes in significant balance sheet categories follows:
Cash and Cash Equivalents and CDs Held for Investment: Cash and cash equivalents and CDs held for investment increased by $39.87 million, or 18.8%, to $252.02 million at June 30, 2019 from $212.15 million at September 30, 2018. The
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increase was primarily due to cash and cash equivalents and CDs held for investment that were acquired in the South Sound Merger ($24.16 million at the merger date) net of cash consideration paid to the South Sound Bank shareholders.
Investment Securities: Investment securities (including investments in equity securities) increased by $26.66 million, or 190.9%, to $40.62 million at June 30, 2019 from $13.96 million at September 30, 2018. This increase was primarily due to investment securities that were acquired in the South Sound Merger ($24.72 million at the merger date) and the purchase of additional held-to-maturity investment securities during the nine months ended June 30, 2019, which was partially offset by scheduled amortization, prepayments and the sale of several securities that were acquired in the South Sound Merger. For additional information on investment securities, see Note 3 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”
FHLB Stock: FHLB stock increased by $247,000, or 20.8%, to $1.44 million at June 30, 2019 from $1.19 million at September 30, 2018 due to the FHLB stock acquired in the South Sound Merger and purchases required by the FHLB due to the increase in total assets.
Other Investments: Other investments consist solely of the Company's investment in the Solomon Hess SBA Loan Fund LLC which was unchanged at $3.00 million at both June 30, 2019 and September 30, 2018. This investment is utilized to help satisfy compliance with the Bank's Community Reinvestment Act investment test requirements.
Loans: Net loans receivable increased by $148.59 million, or 20.5%, to $873.98 million at June 30, 2019 from $725.39 million at September 30, 2018. The increase was primarily due to loans acquired in the South Sound Merger ($121.54 million at the merger date) and, to a lesser extent, organic loan growth. The increase consisted of a $73.67 million increase in commercial real estate loans, a $34.58 million increase in construction loans, a $22.13 million increase in commercial business loans, a $13.11 million increase in one- to four-family loans, an $8.45 million increase in multi-family loans, a $5.80 million increase in consumer loans and a $1.11 million increase in land loans. These increases were partially offset by an $9.94 million increase in the undisbursed portion of construction loans in process to $93.18 million at June 30, 2019.
Loan originations increased by $22.19 million, or 9.6%, to $254.16 million for the nine months ended June 30, 2019 from $231.97 million for the nine months ended June 30, 2018. The increase in loan originations was primarily due to increased loan demand and the funding of several larger multi-family construction projects. The Company continued to sell longer-term fixed rate one- to four-family mortgage loans for asset liability management purposes and to generate non-interest income. The Company also (on a much smaller volume) sells the guaranteed portion of U.S. Small Business Administration ("SBA") loans. Sales of fixed rate one- to four-family mortgage loans and SBA loans decreased by $780,000, or 1.6%, to $48.18 million for the nine months ended June 30, 2019 compared to $48.96 million for the nine months ended June 30, 2018.
For additional information, see Note 5 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”
Premises and Equipment: Premises and equipment increased by $4.14 million, or 21.8%, to $23.09 million at June 30, 2019 from $18.95 million at September 30, 2018. The increase was primarily due to premises and equipment acquired in the South Sound Merger ($3.34 million at the merger date) and a branch remodeling project, which was partially offset by normal depreciation.
OREO (Other Real Estate Owned): OREO and other repossessed assets decreased by $194,000, or 10.1%, to $1.72 million at June 30, 2019 from $1.91 million at September 30, 2018. The decrease was primarily due to the sale of a commercial real estate property. At June 30, 2019, total OREO and other repossessed assets consisted of 13 individual real estate properties. The properties consisted of 11 land parcels totaling $1.53 million and two commercial real estate properties with a recorded value of $186,000.
BOLI (Bank Owned Life Insurance): BOLI increased by $1.05 million, or 5.3%. to $20.87 million at June 30, 2019 from $19.81 million at September 30, 2018. The increase was primarily due to BOLI acquired in the South Sound Merger ($2.63 million at the merger date) and normal increases in the cash surrender value of the BOLI policies. These increases were partially offset by a death benefit claim in March 2019, which reduced the BOLI cash surrender value by $2.05 million.
Goodwill and CDI: The recorded amount of goodwill increased by $9.48 million, or 167.78%, to $15.13 million at June 30, 2019 from $5.65 million at September 30, 2018, due to the goodwill recorded in the South Sound Merger. CDI increased to $2.14 million at June 30, 2019 due to $2.48 million of CDI recorded in the South Sound Merger, net of $339,000 in
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amortization for the nine month period. For additional information on goodwill and CDI, see Notes 2 and 4 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”
BOLI Death Benefit Receivable: BOLI death benefit receivable increased by $1.02 million at June 30, 2019 due to a $1.02 million receivable for a BOLI death benefit claim.
Deposits: Deposits increased by $183.03 million, or 20.6%, to $1.07 billion at June 30, 2019 from $889.51 million at September 30, 2018. The increase in total deposits was primarily due to deposits acquired in the South Sound Merger. The balance of the deposits acquired in the South Sound Merger was $151.54 million at the merger date and $156.20 million at June 30, 2019. The increase in total deposits consisted of a $77.10 million increase in N.O.W. checking account balances, a $54.29 million increase in non-interest bearing demand account balances, a $22.39 million increase in certificates of deposit account balances, a $17.09 million increase in money market account balances and a $12.16 million increase in savings account balances.
Deposits consisted of the following at June 30, 2019 and September 30, 2018 (dollars in thousands):

| June 30, 2019 |  | September 30, 2018
| Amount |  | Percent |  | Amount |  | Percent
Non-interest-bearing demand | $ | 287,552 |  |  | 26.8 | % |  | $ | 233,258 |  |  | 26.2 | %
N.O.W. checking | 302,390 |  |  | 28.2 |  |  | 225,290 |  |  | 25.3 |
Savings | 163,560 |  |  | 15.3 |  |  | 151,404 |  |  | 17.0 |
Money market | 146,132 |  |  | 13.6 |  |  | 127,791 |  |  | 14.4 |
Money market - reciprocal | 8,708 |  |  | 0.8 |  |  | 9,955 |  |  | 1.1 |
Certificates of deposit under $250 | 136,693 |  |  | 12.7 |  |  | 120,443 |  |  | 13.5 |
Certificates of deposit $250 and over | 26,301 |  |  | 2.5 |  |  | 18,164 |  |  | 2.1 |
Certificates of deposit - brokered | 1,199 |  |  | 0.1 |  |  | 3,201 |  |  | 0.4 |
Total | $ | 1,072,535 |  |  | 100.0 | % |  | $ | 889,506 |  |  | 100.0 | %

Other Liabilities and Accrued Expenses: Other liabilities and accrued expenses increased by $4.38 million, or 106.1%, to $8.51 million at June 30, 2019 from $4.13 million at September 30, 2018. The increase was primarily due to liabilities assumed in the South Sound Merger and accrued expenses related to the conversion of South Sound Bank's current core processing and ancillary information technology systems to the Company's new core processing system.
Shareholders’ Equity: Total shareholders’ equity increased by $41.61 million, or 33.4%, to $166.27 million at June 30, 2019 from $124.66 million at September 30, 2018. The increase was primarily due to $28.27 million in common stock issued in the South Sound Merger and net income of $17.69 million for the nine months ended June 30, 2019, which was partially offset by dividend payments to common shareholders of $5.24 million and the repurchase of 2,831 shares of the Company's common stock for $70,450 (an average price of $24.89 per share). At June 30, 2019 there were 219,062 shares remaining to be repurchased under the Company's existing stock repurchase plan. For additional information, see Item 2 of Part II of this form 10-Q.
Asset Quality: The non-performing assets to total assets ratio was 0.43% at June 30, 2019 compared to 0.36% at September 30, 2018. Total non-performing assets increased by $1.74 million, or 47.7%, to $5.37 million at June 30, 2019 from $3.64 million at September 30, 2018. The increase in non-performing assets was primarily due to a $2.03 million increase in non-accrual loans, which was partially offset by a $194,000 decrease in the balance of OREO and other repossessed assets.
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The following table sets forth information with respect to the Company’s non-performing assets at June 30, 2019 and September 30, 2018 (dollars in thousands):

| June 30, 2019 |  |  | September 30, 2018 |
Loans accounted for on a non-accrual basis: |  |  |
Mortgage loans: |  |  |
One- to four-family (1) | $ | 723 |  |  | $ | 545 |
Commercial | 836 |  |  | — |
Land | 422 |  |  | 243 |
Consumer loans: |  |  |  |  |
Home equity and second mortgage | 606 |  |  | 359 |
Other | 14 |  |  | — |
Commercial business loans | 749 |  |  | 170 |
Total loans accounted for on a non-accrual basis | 3,350 |  |  | 1,317 |
Accruing loans which are contractually past due 90 days or more | — |  |  | — |
Total of non-accrual and 90 days past due loans | 3,350 |  |  | 1,317 |
Non-accrual investment securities | 303 |  |  | 406 |
OREO and other repossessed assets, net (2) | 1,719 |  |  | 1,913 |
Total non-performing assets (3) | $ | 5,372 |  |  | $ | 3,636 |
TDRs on accrual status (4) | $ | 2,916 |  |  | $ | 2,955 |
Non-accrual and 90 days or more past due loans as a percentage of loans receivable | 0.38 | % |  | 0.18 | %
Non-accrual and 90 days or more past due loans as a percentage of total assets | 0.27 | % |  | 0.13 | %
Non-performing assets as a percentage of total assets | 0.43 | % |  | 0.36 | %
Loans receivable (5) | $ | 883,613 |  |  | $ | 734,921 |
Total assets | $ | 1,247,310 |  |  | $ | 1,018,290 |

___________________________________
(1) As of June 30, 2019 the balance of non-accrual one- to-four family properties in the process of foreclosure was $363. At September 30, 2018, the balance of non-accrual one- to-four family properties did not include any loans in the process of foreclosure.
(2) As of June 30, 2019 and September 30, 2018, the balance of OREO did not include any foreclosed residential real estate property.
(3) Does not include TDRs on accrual status.
(4) Does not include TDRs totaling $292 and $323 reported as non-accrual loans at June 30, 2019 and September 30, 2018, respectively.
(5) Does not include loans held for sale and loan balances are before the allowance for loan losses.
Comparison of Operating Results for the Three and Nine Months Ended June 30, 2019 and 2018
Net income increased by $1.54 million, or 34.9%, to $5.96 million for the quarter ended June 30, 2019 from $4.42 million for the quarter ended June 30, 2018. Net income per diluted common share increased by $0.11, or 18.6%, to $0.70 for the quarter ended June 30, 2019 from $0.59 for the quarter ended June 30, 2018.
Net income increased by $5.39 million, or 43.8%, to $17.69 million for the nine months ended June 30, 2019 from $12.30 million for the nine months ended June 30, 2018. Net income per diluted common share increased $0.45 or 27.4%, to $2.09 for the nine months ended June 30, 2019 from $1.64 for the nine months ended June 30, 2018.
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The increase in net income for the three and nine months ended June 30, 2019 was primarily due to increases in net interest income and non-interest income and a reduction in the Company's effective income tax rate. These increases to net income were partially offset by an increase in non-interest expense. The increases in net interest income and non-interest expense were primarily the result of the South Sound Merger, which was completed on October 1, 2018. The increase in non-interest income for the nine months ended June 30, 2019 was primarily due to an increase in BOLI net earnings as a result of a death benefit claim.
A more detailed explanation of the income statement categories is presented below.
Net Interest Income: Net interest income increased by $3.21 million, or 33.0%, to $12.94 million for the quarter ended June 30, 2019 from $9.73 million for the quarter ended June 30, 2018. The increase in net interest income was primarily due to a 24.0% increase in average interest-earning assets, primarily as a result of the South Sound Merger. Net interest income also increased due to increases in short-term market interest rates, which resulted in yields increasing on interest-earning assets at a greater rate than the cost of deposits.
Total interest and dividend income increased by $3.73 million, or 35.7%, to $14.19 million for the quarter ended June 30, 2019 from $10.46 million for the quarter ended June 30, 2018, due to increases in the average balance and to a lesser extent, the average yield of interest-earning assets. Average total interest-earning assets increased by $222.90 million, or 24.0%, to $1.15 billion for the quarter ended June 30, 2019 from $930.31 million for the quarter ended June 30, 2018, primarily due to interest-earning assets acquired in the South Sound Merger. Average loans receivable increased by $158.65 million, or 21.8%, average investment securities increased by $34.02 million, or 411.1%, and average interest-bearing deposits in banks and CDs increased by $29.95 million, or 15.8%, between the periods. The average yield on interest-earning assets increased to 4.92% for the quarter ended June 30, 2019 from 4.50% for the quarter ended June 30, 2018. The increase in the average yield on interest-earning assets was primarily due to increases in short-term interest rates as the Federal Reserve steadily increased the targeted Fed Funds rate by 1.00% during 2018. During the quarter ended June 30, 2019, interest income on loans receivable increased by $69,000 due to the accretion of the fair value discount on loans acquired in the South Sound Merger. During the quarter ended June 30, 2019, there was a total of $186,000 of non-accrual interest and pre-payment penalties collected compared to $10,000 collected for the quarter ended June 30, 2018.
Total interest expense increased by $518,000, or 71.0%, to $1.25 million for the quarter ended June 30, 2019 from $730,000 for the quarter ended June 30, 2018. The increase in interest expense was due to increases in the average cost and to a lesser extent, the average balance of interest-bearing deposits. Average interest-bearing deposits increased by $132.95 million, or 20.5%, to $779.93 million for the quarter ended June 30, 2019 from $646.98 million for the quarter ended June 30, 2018, primarily due to the interest-bearing deposits acquired in the South Sound Merger. The average cost of deposits increased to 0.64% for the quarter ended June 30, 2019 from 0.45% for the quarter ended June 30, 2018, as market interest rates for deposits increased.
Net interest income increased by $9.23 million, or 32.0%, to $38.01 million for the nine months ended June 30, 2019 from $28.79 million for the nine months ended June 30, 2018.
Total interest and dividend income increased by $10.56 million, or 34.3%, to $41.34 million for the nine months ended June 30, 2019 from $30.78 million for the nine months ended June 30, 2018, primarily due to increases in the average balance and to a lesser extent, the average yield on interest-earning assets. Average total interest-earning assets increased by $213.19 million, or 23.3%, to $1.13 billion for the nine months ended June 30, 2019 from $916.51 million for the nine months ended June 30, 2018. Average loans receivable increased by $156.84 million, or 21.8%, average investment securities increased by $28.73 million, or 362.1%, and average interest-bearing deposits in banks and CDs increased by $27.38 million, or 14.8%, between the periods. The average yield on interest-earning assets increased to 4.88% for the nine months ended June 30, 2019 from 4.48% for the nine months ended June 30, 2018.
Total interest expense increased by $1.34 million, or 66.9%, to $3.33 million for the nine months ended June 30, 2019 from $2.00 million for the nine months ended June 30, 2018. The increase in interest expense was primarily due to increases in the average cost and to a lesser extent, the average balance of interest-bearing deposits. Average interest bearing deposits increased $126.89 million, or 19.8%, to $766.29 million for the nine months ended June 30, 2019 from $639.40 million for the nine months ended June 30, 2018, primarily due to the interest-bearing deposits acquired in the South Sound Merger. The average cost of interest-bearing deposits increased to 0.58% for the nine months ended June 30, 2019 from 0.42% for the nine months ended June 30, 2018, as market interest rates and competition for deposits increased.
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As a result of these changes, the net interest margin ("NIM") increased to 4.49% for the quarter ended June 30, 2019 from 4.18% for the quarter ended June 30, 2018. For the nine months ended June 30, 2019 the NIM increased to 4.49% from 4.19% for the nine months ended June 30, 2018.
Average Balances, Interest and Average Yields/Cost
The following tables set forth, for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities and average yields and costs. Such yields and costs for the periods indicated are derived by dividing income or expense by the average daily balance of assets or liabilities, respectively, for the periods presented. (Dollars in thousands)

| Three Months Ended June 30,
| 2019 |  | 2018
| Average Balance |  | Interest and Dividends |  | Yield/ Cost |  | Average Balance |  | Interest and Dividends |  | Yield/ Cost
Interest-earning assets: |  |  |  |  |  |  |  |  |  |  |
Loans receivable (1)(2) | $ | 886,460 |  |  | $ | 12,459 |  |  | 5.62 | % |  | $ | 727,807 |  |  | $ | 9,530 |  |  | 5.24 | %
Investment securities (2) | 42,300 |  |  | 339 |  |  | 3.22 |  |  | 8,277 |  |  | 51 |  |  | 2.46 |
Dividends from mutual funds, FHLB stock and other investments | 5,377 |  |  | 43 |  |  | 3.20 |  |  | 5,101 |  |  | 31 |  |  | 2.43 |
Interest-bearing deposits in banks and CDs | 219,070 |  |  | 1,344 |  |  | 2.45 |  |  | 189,120 |  |  | 845 |  |  | 1.79 |
Total interest-earning assets | 1,153,207 |  |  | 14,185 |  |  | 4.92 |  |  | 930,305 |  |  | 10,457 |  |  | 4.50 |
Non-interest-earning assets | 82,113 |  |  |  |  |  |  |  |  | 60,395 |  |  |  |  |  |  |
Total assets | $ | 1,235,320 |  |  |  |  |  |  |  |  | $ | 990,700 |  |  |  |  |  |  |
Interest-bearing liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Savings | $ | 163,122 |  |  | 28 |  |  | 0.07 |  |  | $ | 147,881 |  |  | 22 |  |  | 0.06 |
Money market | 154,238 |  |  | 314 |  |  | 0.82 |  |  | 142,557 |  |  | 202 |  |  | 0.57 |
N.O.W. checking | 300,330 |  |  | 228 |  |  | 0.30 |  |  | 214,256 |  |  | 110 |  |  | 0.21 |
Certificates of deposit | 162,237 |  |  | 678 |  |  | 1.68 |  |  | 142,285 |  |  | 396 |  |  | 1.12 |
Total interest-bearing liabilities | 779,927 |  |  | 1,248 |  |  | 0.64 |  |  | 646,979 |  |  | 730 |  |  | 0.45 |
Non-interest-bearing deposits | 288,308 |  |  |  |  |  |  | 220,511 |  |  |  |  |
Other liabilities | 3,405 |  |  |  |  |  |  |  |  | 4,456 |  |  |  |  |  |  |
Total liabilities | 1,071,640 |  |  |  |  |  |  |  |  | 871,946 |  |  |  |  |  |  |
Shareholders' equity | 163,680 |  |  |  |  |  |  |  |  | 118,754 |  |  |  |  |  |  |
Total liabilities and |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
shareholders' equity | $ | 1,235,320 |  |  |  |  |  |  | $ | 990,700 |  |  |  |  |  |  |
Net interest income |  |  | $ | 12,937 |  |  |  |  |  |  |  | $ | 9,727 |  |  |  |
Interest rate spread |  |  |  |  | 4.28 | % |  |  |  |  |  |  |  | 4.05 | %
Net interest margin (3) |  |  |  |  | 4.49 | % |  |  |  |  |  |  |  | 4.18 | %
Ratio of average interest-earning assets to average interest-bearing liabilities |  |  |  |  | 147.86 | % |  |  |  |  |  |  |  | 142.88 | %

_______________

(1) | Does not include interest on loans on non-accrual status. Includes loans held for sale. Amortized net deferred loan fees, late fees, extension fees, prepayment penalties, and the accretion of the fair value discount on loans acquired in the South Sound Merger are included with interest and dividends.

(2) | Average balances include loans and investment securities on non-accrual status.

(3) | Net interest income divided by total average interest-earning assets, annualized.

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| Nine Months Ended June 30,
| 2019 |  | 2018
| Average Balance |  | Interest and Dividends |  | Yield/ Cost |  | Average Balance |  | Interest and Dividends |  | Yield/ Cost
Interest-earning assets: |  |  |  |  |  |  |  |  |  |  |
Loans receivable (1)(2) | $ | 874,943 |  |  | $ | 36,457 |  |  | 5.56 | % |  | $ | 718,099 |  |  | $ | 28,342 |  |  | 5.26 | %
Investment securities (2) | 36,670 |  |  | 915 |  |  | 3.33 |  |  | 7,936 |  |  | 147 |  |  | 2.47 |
Dividends from mutual funds, FHLB stock and other investments | 5,302 |  |  | 121 |  |  | 3.04 |  |  | 5,067 |  |  | 83 |  |  | 2.18 |
Interest-bearing deposits in banks and CDs | 212,785 |  |  | 3,849 |  |  | 2.41 |  |  | 185,405 |  |  | 2,209 |  |  | 1.59 |
Total interest-earning assets | 1,129,700 |  |  | 41,342 |  |  | 4.88 |  |  | 916,507 |  |  | 30,781 |  |  | 4.48 |
Non-interest-earning assets | 86,616 |  |  |  |  |  |  |  |  | 59,704 |  |  |  |  |  |  |
Total assets | $ | 1,216,316 |  |  |  |  |  |  |  |  | $ | 976,211 |  |  |  |  |  |  |
Interest-bearing liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Savings | $ | 162,136 |  |  | 80 |  |  | 0.07 |  |  | $ | 144,191 |  |  | 63 |  |  | 0.06 |
Money market | 156,538 |  |  | 858 |  |  | 0.73 |  |  | 140,186 |  |  | 520 |  |  | 0.50 |
N.O.W. checking | 289,926 |  |  | 619 |  |  | 0.29 |  |  | 214,828 |  |  | 334 |  |  | 0.21 |
Certificates of deposit | 157,688 |  |  | 1,775 |  |  | 1.50 |  |  | 140,194 |  |  | 1,079 |  |  | 1.03 |
Total interest-bearing liabilities | 766,288 |  |  | 3,332 |  |  | 0.58 |  |  | 639,399 |  |  | 1,996 |  |  | 0.42 |
Non-interest-bearing deposits | 288,624 |  |  |  |  |  |  | 217,388 |  |  |  |  |
Other liabilities | 2,681 |  |  |  |  |  |  |  |  | 3,997 |  |  |  |  |  |  |
Total liabilities | 1,057,593 |  |  |  |  |  |  |  |  | 860,784 |  |  |  |  |  |  |
Shareholders' equity | 158,723 |  |  |  |  |  |  |  |  | 115,427 |  |  |  |  |  |  |
Total liabilities and |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
shareholders' equity | $ | 1,216,316 |  |  |  |  |  |  |  |  | $ | 976,211 |  |  |  |  |  |  |
Net interest income |  |  | $ | 38,010 |  |  |  |  |  |  |  |  | $ | 28,785 |  |  |  |
Interest rate spread |  |  |  |  |  |  | 4.30 | % |  |  |  |  |  |  |  | 4.06 | %
Net interest margin (3) |  |  |  |  |  |  | 4.49 | % |  |  |  |  |  |  |  | 4.19 | %
Ratio of average interest-earning assets to average interest-bearing liabilities |  |  |  |  |  |  | 147.42 | % |  |  |  |  |  |  |  | 143.34 | %

_______________

(1) | Does not include interest on loans on non-accrual status. Includes loans held for sale. Amortized net deferred loan fees, late fees, extension fees, prepayment penalties, and the accretion of the fair value discount on loans acquired in the South Sound Merger are included with interest and dividends.

(2) | Average balances include loans and investment securities on non-accrual status.

(3) | Net interest income divided by total average interest-earning assets, annualized.

49

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

| Three months ended June 30, 2019 compared to three months ended June 30, 2018 increase (decrease) due to |  | Nine months ended June 30, 2019 compared to nine months ended June 30, 2018 increase (decrease) due to
| Rate |  | Volume |  | Net Change |  | Rate |  | Volume |  | Net Change
Interest-earning assets: |  |  |  |  |  |  |  |  |  |  |
Loans receivable and loans held for sale | $ | 737 |  |  | $ | 2,192 |  |  | $ | 2,929 |  |  | $ | 1,650 |  |  | $ | 6,465 |  |  | $ | 8,115 |
Investment securities | 20 |  |  | 268 |  |  | 288 |  |  | 67 |  |  | 701 |  |  | 768 |
Dividends from mutual funds, FHLB stock and other investments | 11 |  |  | 1 |  |  | 12 |  |  | 34 |  |  | 4 |  |  | 38 |
Interest-bearing deposits in banks and CDs | 350 |  |  | 149 |  |  | 499 |  |  | 1,276 |  |  | 364 |  |  | 1,640 |
Total net increase in income on interest-earning assets | 1,118 |  |  | 2,610 |  |  | 3,728 |  |  | 3,027 |  |  | 7,534 |  |  | 10,561 |
Interest-bearing liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Savings | 4 |  |  | 2 |  |  | 6 |  |  | 8 |  |  | 9 |  |  | 17 |
Money market | 94 |  |  | 18 |  |  | 112 |  |  | 272 |  |  | 66 |  |  | 338 |
N.O.W. checking | 64 |  |  | 54 |  |  | 118 |  |  | 147 |  |  | 138 |  |  | 285 |
Certificates of deposit | 220 |  |  | 62 |  |  | 282 |  |  | 548 |  |  | 148 |  |  | 696 |
Total net increase in expense on interest-bearing liabilities | 382 |  |  | 136 |  |  | 518 |  |  | 975 |  |  | 361 |  |  | 1,336 |
Net increase in net interest income | $ | 736 |  |  | $ | 2,474 |  |  | $ | 3,210 |  |  | $ | 2,052 |  |  | $ | 7,173 |  |  | $ | 9,225 |

Provision for Loan Losses: There was no provision for (recapture of) loan losses for both the quarters ended June 30, 2019 and 2018. For the quarter ended June 30, 2019 there were net charge-offs of $110,000 compared to net charge-offs of $12,000 for the quarter ended June 30, 2018. Non-accrual loans increased by $2.03 million, or 154.4%, to $3.35 million at June 30, 2019, from $1.32 million at September 30, 2018 and increased by $644,000, or 23.8%, from $2.71 million at June 30, 2018. Total delinquent loans (past due 30 days or more) and non-accrual loans increased by $965,000, or 37.8%, to $3.52 million at June 30, 2019, from $2.56 million at September 30, 2018 and increased by $94,000, or 2.7%, from $3.43 million one year ago.
For the nine months ended June 30, 2019 and June 30, 2018 there was no provision for (recapture of) loan losses. Net recoveries for the nine months ended June 30, 2019 were $101,000 compared to net charge-offs of $21,000 for the nine months ended June 30, 2018.
The Company has established a comprehensive methodology for determining the allowance for loan losses. On a quarterly basis the Company performs an analysis that considers pertinent factors underlying the quality of the loan portfolio. These factors include changes in the amount and composition of the loan portfolio, historical loss experience for various loan segments, changes in economic conditions, delinquency rates, a detailed analysis of impaired loans, and other factors to determine an appropriate level of allowance for loan losses. Impaired loans are subjected to an impairment analysis to determine an appropriate reserve amount to be allocated to each loan. The aggregate principal impairment reserve amount determined at June 30, 2019 was $259,000 compared to $97,000 at September 30, 2018 and $358,000 at June 30, 2018.
In accordance with GAAP, loans acquired in the South Sound Merger were recorded at their estimated fair value, which resulted in a net discount to the loan's contractual amounts, of which a portion reflects a discount for possible credit losses. Credit discounts are included in the determination of fair value and as a result no allowance for loan losses is recorded for acquired loans at the acquisition date. The discount recorded on the acquired loans is not reflected in the allowance for loan losses or related allowance coverage ratios. The remaining fair value discount on loans acquired in the South Sound Merger
50

was $1.57 million at June 30, 2019. We believe this should be considered by investors when comparing the Company's allowance for loan losses to total loans in periods prior to the South Sound Merger.
Based on its comprehensive analysis, management believes the allowance for loan losses of $9.63 million at June 30, 2019 (1.09% of loans receivable and 287.5% of non-performing loans) was adequate to provide for probable losses inherent in the loan portfolio based on an evaluation of known and inherent risks in the loan portfolio at that date. The allowance for loan losses was $9.53 million (1.30% of loans receivable and 723.6% of non-performing loans) at September 30, 2018 and $9.53 mil1ion (1.31% of loans receivable and 304.1% of non-performing loans) at June 30, 2018. While the Company believes it has established its existing allowance for loan losses in accordance with GAAP, there can be no assurance that bank regulators, in reviewing the Company's loan portfolio, will not request the Company to increase significantly its allowance for loan losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that a substantial increase will not be necessary should the quality of any loans deteriorate. Any material increase in the allowance for loan losses would adversely affect the Company's financial condition and results of operations. For additional information, see Note 5 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”
Non-interest Income: Total non-interest income increased by $393,000, or 12.5%, to $3.54 million for the quarter ended June 30, 2019 from $3.15 million for the quarter ended June 30, 2018. The increase in non-interest income was primarily due to a $169,000 increase in ATM and debit card interchange fees, an $85,000 increase on gain on sales of loans and smaller increases in several other categories. The increase in ATM and debit card interchange fees was primarily due to an increase in the dollar volume of debit card transactions, which was in part a result of the transaction accounts acquired in the South Sound Merger. The increase in gain on sale of loans was primarily due to an increase in the dollar volume of fixed-rate one- to four-family loans sold during the current quarter.
Total non-interest income for the nine months ended June 30, 2019 increased by $1.38 million, or 14.7%, to $10.74 million from $9.36 million for the nine months ended June 30, 2018, primarily due to a $1.10 million increase in BOLI net earnings, a $248,000 increase in ATM and debit card interchange fees, a $134,000 increase in service charges on deposits and smaller increases in several other categories. Partially offsetting these increases was a $233,000 decrease in gain on sales of loans and smaller decreases in several other categories. The increased BOLI income was primarily the result of a $1.03 million BOLI death benefit claim. The increases in ATM and debit card interchange fees and service charges on deposits were primarily a result of income from the deposit accounts acquired in the South Sound Merger. The decrease in gain on sale of loans was primarily due to a lower average loan sale margin on loans sold and a decrease in the dollar volume of fixed-rate one- to four-family loans sold during the period.
Non-interest Expense: Total non-interest expense increased by $1.85 million, or 25.9%, to $8.97 million for the quarter ended June 30, 2019 from $7.12 million for the quarter ended June 30, 2018. This increase was primarily due to increases of $589,000 in salaries and employee benefits expense, $522,000 in data processing and telecommunications expense, $237,000 in OREO related expenses, $203,000 in premises and equipment expenses, $120,000 in CDI amortization and smaller increases in several other categories. The increase in salaries and employee benefits expense was primarily due to the additional employees added as a result of the South Sound Merger and annual salary adjustments. The increase in data processing and telecommunications expense was primarily a result of expenses associated with the recent core operating system conversion to the Jack Henry Silverlake platform and the upcoming conversion of the branches acquired in the South Sound Merger to the Silverlake platform. The increase in OREO related expenses was primarily due to a $124,000 gain on sale of an OREO property in the comparable quarter one year ago (which reduced expenses) and higher maintenance costs in the current quarter. The increase in premises and equipment expense was primarily a result of the South Sound Merger and an increase in building maintenance expenses.
Total non-interest expense increased by $5.29 million, o r 24.6%, to $26.81 m illion for the nine months ended June 30, 2019 from $21.52 million for the nine months ended June 30, 2018. This increase was primarily due to increases of $2.11 million in salaries and employee benefits expense, $1.24 million in data processing and telecommunications expense, $585,000 in premises and equipment expenses, $339,000 in CDI amortization and smaller increases in several other categories.
During the nine months ended June 30, 2019, the Company incurred South Sound Merger acquisition related expenses of $447,000, of which $317,000 is included in data processing and telecommunication category and $130,000 is included in the professional fees category. During the nine months ended June 30, 2018, the Company incurred South Sound Merger acquisition related expenses of $270,000, which are included in the professional fees category. The Company is scheduled to fully integrate the branches acquired in the South Sound Merger to the new core operating system in the upcoming quarter and expects to incur approximately $450,000 in conversion related expense during the quarter ending September 30, 2019.
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The efficiency ratio for the current quar ter improved to 54.43% from 55.33.% for the comparable quarter one year ago as the increases in net interest income and non-interest income outpaced the increase in non-interest expense. The efficiency ratio for the nine months ended June 30, 2019 improved to 54.98% from 56.41% for the nine months ended June 30, 2018.
Provision for Income Taxes: The provision for income taxes increased by $218,000, or 16.3%, to $1.55 million for the quarter ended June 30, 2019 from $1.33 million for the quarter ended June 30, 2018, and decreased by $69,000, or 1.6%, to $4.26 million for the nine months ended June 30, 2019 from $4.33 million for the nine months ended June 30. 2018. The Company's effective tax rate was 20.67% for the quarter ended June 30, 2019 and 23.20% for the quarter ended June 30, 2018. The Company's effective tax rate was 19.42% for the nine months ended June 30, 2019 and 26.04% for the nine months ended June 30, 2018. The decrease in the effective tax rate for the current periods was primarily due to the lower effective corporate federal income tax rate as a result of the Tax Act. A higher percentage of tax-exempt income, primarily due to the BOLI death benefit claim, also contributed to the lower effective tax rate for the nine months ended June 30, 2019.
For additional information, see Note 11 of the Notes to Unaudited Consolidated Financial Statements contained in “Item 1, Financial Statements.”
Liquidity
The Company’s primary sources of funds are customer deposits, proceeds from principal and interest payments on loans, the sale of loans, maturing investment securities, maturing CDs held for investment and FHLB borrowings (if needed). While maturities and the scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.
Liquidity management is both a short and long-term responsibility of the Bank’s management. The Bank adjusts its investments in liquid assets based upon management’s assessment of (i) expected loan demand, (ii) projected loan sales, (iii) expected deposit flows, and (iv) yields available on interest-bearing deposits. Excess liquidity is invested generally in interest-bearing overnight deposits and other short-term investments.
The Bank generally maintains sufficient cash and short-term investments to meet short-term liquidity needs. At June 30, 2019, the Bank’s regulatory liquidity ratio (net cash, and short-term and marketable assets, as a percentage of net deposits and short-term liabilities) was 24.93%.
The Company’s total cash and cash equivalents and CDs held for investment increased by $39.87 million, or 18.8%, to $252.02 million at June 30, 2019 from $212.15 million at September 30, 2018. If the Bank requires funds that exceed its ability to generate them internally, it has additional borrowing capacity with the FHLB, the Federal Reserve Bank of San Francisco ("FRB") and Pacific Coast Bankers' Bank ("PCBB"). At June 30, 2019, the Bank maintained an uncommitted credit facility with the FHLB that provided for immediately available advances up to an aggregate amount equal to 45% of total assets, limited by available collateral. The Bank also has a Letter of Credit ("LOC") of up to $23.00 million with the FHLB for the purpose of collateralizing Washington State public deposits. Any amount pledged for public deposit under the LOC reduces the Bank's available borrowing amount under the FHLB advance agreement. At June 30, 2019, the Bank had $23.00 million pledged under the LOC, which left $294.12 million available for additional FHLB borrowings. The Bank maintains a short-term borrowing line with the FRB with available total credit based on eligible collateral. At June 30, 2019, the Bank had $84.02 million available for borrowings with the FRB and there was no outstanding balance on this borrowing line. The Bank also maintains a $10.00 million overnight borrowing line with PCBB. At June 30, 2019, the Bank did not have an outstanding balance on this borrowing line.
The Bank’s primary investing activity is the origination of one- to four-family mortgage loans, commercial mortgage loans, construction loans, consumer loans, and commercial business loans. At June 30, 2019, the Bank had loan commitments totaling $96.31 million and undisbursed construction loans in process totaling $93.18 million. The Bank anticipates that it will have sufficient funds available to meet current loan commitments. CDs that are scheduled to mature in less than one year from June 30, 2019 totaled $89.30 million.
Capital Resources
The Bank, as a state-chartered, federally insured savings bank, is subject to the capital requirements established by the FDIC. Under the FDIC's capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet
52

specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.
Based on its capital levels at June 30, 2019, the Bank exceeded all regulatory capital requirements as of that date. Consistent with the Bank's goals to operate a sound and profitable organization, it is the Bank's policy to maintain a "well-capitalized" status under the regulatory capital categories of the FDIC. Based on capital levels at June 30, 2019, the Bank was considered to be "well-capitalized" under applicable regulatory requirements. Management monitors the capital levels to provide for current and future business opportunities and to maintain the Bank's "well-capitalized" status.
The following table compares the Bank’s actual capital amounts at June 30, 2019 to its minimum regulatory capital requirements at that date (dollars in thousands):

| Actual |  | Regulatory Minimum To Be “Adequately Capitalized” |  | To Be “Well Capitalized” Under Prompt Corrective Action Provisions
| Amount |  | Ratio |  | Amount |  | Ratio |  | Amount |  | Ratio
Leverage Capital Ratio: |  |  |  |  |  |  |  |  |  |  |
Tier 1 capital |  | $147,311 |  |  | 12.11 | % |  |  | $48,654 |  |  | 4.00 | % |  |  | $60,817 |  |  | 5.00 | %
Risk-based Capital Ratios: |  |  |  |  |  |  |  |  |  |  |
Common equity tier 1 capital | 147,311 |  |  | 17.41 |  |  | 38,067 |  |  | 4.50 |  |  | 54,986 |  |  | 6.50 |
Tier 1 capital | 147,311 |  |  | 17.41 |  |  | 50,756 |  |  | 6.00 |  |  | 67,675 |  |  | 8.00 |
Total capital | 157,179 |  |  | 18.58 |  |  | 67,675 |  |  | 8.00 |  |  | 84,594 |  |  | 10.00 |

In addition to the minimum common equity Tier 1 ("CET1"), Tier 1 and total capital ratios, the Bank is required to maintain a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of retained income that could be utilized for such actions. At June 30, 2019, the Bank's conservation buffer was 10.41%.
Timberland Bancorp, Inc. is a bank holding company registered with the Federal Reserve. Bank holding companies are subject to capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve. For a bank holding company with less than $3.0 billion in assets (as of June 30th of the preceding year), the capital guidelines apply on a bank only basis and the Federal Reserve expects the holding company's subsidiary bank to be well capitalized under the prompt corrective action regulations. If Timberland Bancorp, Inc. were subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets, at June 30, 2019, Timberland Bancorp, Inc. would have exceeded all regulatory requirements.
The following table presents for informational purposes the regulatory capital ratios for Timberland Bancorp, Inc. as of June 30, 2019 (dollars in thousands):

| Actual
| Amount |  | Ratio
Leverage Capital Ratio: |  |  |
Tier 1 capital |  | $150,193 |  |  | 12.32 | %
Risk-based Capital Ratios: |  |  |
Common equity tier 1 capital | 150,193 |  |  | 17.74 |
Tier 1 capital | 150,193 |  |  | 17.74 |
Total capital | 160,061 |  |  | 18.91 |

53

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

| Three Months Ended June 30, |  | Nine Months Ended June 30,
| 2019 |  |  | 2018 |  |  | 2019 |  |  | 2018 |
PERFORMANCE RATIOS: |  |  |  |  |  |  |
Return on average assets | 1.93 | % |  | 1.78 | % |  | 1.94 | % |  | 1.68 | %
Return on average equity | 14.56 | % |  | 14.87 | % |  | 14.86 | % |  | 14.21 | %
Net interest margin | 4.49 | % |  | 4.18 | % |  | 4.49 | % |  | 4.19 | %
Efficiency ratio | 54.43 | % |  | 55.33 | % |  | 54.98 | % |  | 56.41 | %

Item 3. Quantitative and Qualitative Disclosures About Market Risk
There were no material changes in information concerning market risk from the information provided in the Company’s Form 10-K for the fiscal year ended September 30, 2018.
Item 4. Controls and Procedures

(a) | Evaluation of Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s senior management as of the end of the period covered by this report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2019 the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b) | Changes in Internal Controls: There have been no changes in our internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that occurred during the quarter ended June 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The Company continued, however, to implement suggestions from its internal auditor and independent auditors to strengthen existing controls. The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns in controls or procedures can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; as over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Neither the Company nor the Bank is a party to any material legal proceedings at this time. From time to time,
the Bank is involved in various claims and legal actions arising in the ordinary course of business.
Item 1A. Risk Factors
There have been no material changes in the Risk Factors previously disclosed in Item 1A of the Company’s
2018 Form 10-K.
54

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Not applicable
(b) Not applicable
(c) Stock Repurchases
The following table sets forth the shares repurchased by the Company during the quarter ended June 30, 2019:

Period |  | Total No. of Shares Repurchased |  | Average Price Paid Per Share |  | Total No. of Shares Purchased as Part of Publicly Announced Plan |  | Maximum No. of Shares that May Yet Be Purchased Under the Plan (1)
04/01/2019 - 04/30/2019 |  | — |  |  | $ | — |  |  | — |  |  | 221,893 |
05/01/2019 - 05/31/2019 |  | — |  |  | — |  |  | — |  |  | 221,893 |
06/01/2019 - 06/30/2019 |  | 2,831 |  |  | 24.89 |  |  | 2,831 |  |  | 219,062 |
Total |  | 2,831 |  |  | $ | 24.89 |  |  | 2,831 |  |  | 219,062 |

(1) On July 28, 2015 the Company announced a plan to repurchase 352,681 shares of the Company's common stock. As of June 30, 2019, a total of 133,619 shares had been repurchased at an average price of $11.97 per share and there were 219,062 shares still authorized to be repurchased under the plan. All shares were repurchased through open market broker transactions and no shares were directly repurchased from directors or officers of the Company.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None to be reported.
55

Item 6. Exhibits
(a) Exhibits

| 2.1 | Agreement and Plan of Merger, dated as of May 22, 2018, by and between Timberland Bancorp, Timberland Bank and South Sound Bank (1)
| 3.1 | Articles of Incorporation of the Registrant (2)
| 3.3 | Amended and Restated Bylaws of the Registrant (3)
| 10.1 | Employee Severance Compensation Plan, as revised (4)
| 10.2 | Employee Stock Ownership Plan (5)
| 10.4 | 2003 Stock Option Plan (6)
| 10.5 | Form of Incentive Stock Option Agreement (7)
| 10.6 | Form of Non-qualified Stock Option Agreement (8)
| 10.8 | Employment Agreement with Michael R. Sand (8)
| 10.9 | Employment Agreement with Dean J. Brydon (8)
| 10.10 | Timberland Bancorp, Inc. 2014 Equity Incentive Plan (9)
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes OxleyAct
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act
| 32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act
| 101 | The following materials from Timberland Bancorp Inc's Quarterly Report 10-Q for the quarter ended June 30, 2019, formatted on Extensible Business Reporting Language (XBRL) (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Shareholders' Equity; (e) Consolidated Statements of Cash Flows; and (f) Notes to Unaudited Consolidated Financial Statements

_________________

(1) | Incorporated by reference to the Registrant's Current Report on Form 8-K filed on May 23, 2018.

(2) | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (333-35817).

(3) | Incorporated by reference to the Registrant's Current Report on Form 8-K filed on June 28, 2019.

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

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

(6) | Incorporated by reference to the Registrant’s 2004 Annual Meeting Proxy Statement dated December 24, 2003.

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

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

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

56

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

| Timberland Bancorp, Inc.
Date: August 6, 2019 | By: /s/ Michael R. Sand
| Michael R. Sand
| Chief Executive Officer
| (Principal Executive Officer)
Date: August 6, 2019 | By: /s/ Dean J. Brydon
| Dean J. Brydon
| Chief Financial Officer
| (Principal Financial Officer)

57

EXHIBIT INDEX

Exhibit No. | Description of Exhibit
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
101 | The following materials from Timberland Bancorp Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 formatted on Extensible Business Reporting Language (XBRL) (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Shareholders’ Equity; (e) Consolidated Statements of Cash Flows; and (f) Notes to Unaudited Consolidated Financial Statements.

58