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TIMBERLAND BANCORP INC

For the period ended Mar 31, 2024. Filed May 8, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 8, 2024

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Notes to Unaudited Consolidated Financial Statements

Timberland Bancorp, Inc. and Subsidiary

Notes to Unaudited Consolidated Financial Statements

(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)Basis of Presentation: The accompanying unaudited consolidated financial statements of Timberland Bancorp, Inc. and its wholly-owned subsidiary, Timberland Bank (the "Bank") (collectively, "the Company") were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of consolidated financial condition, results of operations, and cash flows in conformity with GAAP. However, all adjustments which are, in the opinion of management, necessary for a fair presentation of the interim consolidated financial statements have been included. All such adjustments are of a normal recurring nature. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023 (“2023 Form 10-K”). The unaudited consolidated results of operations for the six months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the entire fiscal year ending September 30, 2024.

(b)Principles of Consolidation: The unaudited consolidated financial statements include the accounts of the Company and the Bank’s wholly-owned subsidiary, Timberland Service Corporation. All significant inter-company transactions and balances have been eliminated in consolidation.

(c)Operating Segment: The Company hasone reportable operating segment which is defined as community banking in western Washington under the operating name, "Timberland Bank."

(d)The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the 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 March 31, 2024 presentation with no change to previously reported net income or total shareholders’ equity.

(2)INVESTMENT SECURITIES

Held to maturity and available for sale investment securities have been classified according to management’s intent and were as follows as of March 31, 2024 and September 30, 2023 (dollars in thousands):

AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesEstimatedFair ValueAllowance for Credit Losses ("ACL")
Held to Maturity
U.S. Treasury and U.S. government agency securities$122,087$—$(6,952)$115,135$—
Mortgage-backed securities ("MBS"):
U.S. government agencies52,2183(2,676)49,545—
Private label residential35,153328(1,658)33,82377
Municipal securities1,868—(24)1,844—
Bank issued trust preferred securities492—(32)4608
Total held to maturity$211,818$331$(11,342)$200,807$85
March 31, 2024Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Available for Sale
MBS:
U.S. government agencies$62,689$34$(977)$61,746
Total$62,689$34$(977)$61,746
Held to Maturity
U.S. treasury and U.S. government agency securities$171,626$—$(10,088)$161,538
MBS:
U.S. government agencies52,294—(3,950)48,344
Private label residential44,011295(2,611)41,695
Municipal securities1,787—(47)1,740
Bank issued trust preferred securities500—(51)449
Total$270,218$295$(16,747)$253,766
Available for Sale
MBS: U.S. government agencies$43,132$—$(1,361)$41,771
$43,132$—$(1,361)$41,771

Held to maturity and available for sale investment securities with unrealized losses were as follows as of March 31, 2024 (dollars in thousands):

Less Than 12 Months · 12 Months or Longer · Total
Estimated Fair ValueGrossUnrealizedLossesQuantityEstimated Fair ValueGrossUnrealizedLossesQuantityEstimated Fair ValueGrossUnrealizedLosses
Held to maturity
U.S. Treasury and U.S. government agency securities$9,609$(59)1$105,526$(6,893)20$115,135$(6,952)
MBS:
U.S. government agencies15,686(150)333,660(2,526)5549,346(2,676)
Private label residential———30,398(1,658)2930,398(1,658)
Municipal securities———1,744(24)11,744(24)
Bank issued trust preferred securities———460(32)1460(32)
Total$25,295$(209)4$171,788$(11,133)106$197,083$(11,342)
Available for sale
MBS: U.S. government agencies$25,293$(166)3$27,561$(811)31$52,854$(977)
Total$25,293$(166)3$27,561$(811)31$52,854$(977)

Held to maturity and available for sale investment securities with unrealized losses were as follows as of September 30, 2023 (dollars in thousands):

Less Than 12 Months · 12 Months or Longer · Total
Estimated Fair ValueGrossUnrealized LossesQuantityEstimated Fair ValueGrossUnrealized LossesQuantityEstimated Fair ValueGrossUnrealized Losses
Held to maturity
U.S. Treasury and U.S. government agency securities$9,455$(129)1$152,082$(9,959)26$161,537$(10,088)
MBS:
U.S. government agencies16,432(549)1331,703(3,401)5148,135(3,950)
Private label residential1,288(2)138,205(2,609)3239,493(2,611)
Municipal securities———1,740(47)11,740(47)
Bank issued trust preferred securities———449(51)1449(51)
Total$27,175$(680)15$224,179$(16,067)111$251,354$(16,747)
Available for sale
MBS: U.S. government agencies$10,635$(308)3$30,809$(1,053)27$41,444$(1,361)
Total$10,635$(308)3$30,809$(1,053)27$41,444$(1,361)

During the six months ended March 31, 2024, the Company hadno net realized losses on held to maturity investment securities. During the six months ended March 31, 2023, the Company recorded a $9,000 net realized loss on 14 held to maturity investment securities all of which had been recognized previously as 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$230.46 million and $201.82 million at March 31, 2024 and September 30, 2023, respectively.

The contractual maturities of debt securities at March 31, 2024 were as follows (dollars in thousands). Expected maturities may differ from scheduled maturities due to the prepayment of principal or call provisions.

Held to MaturityAvailable for Sale
AmortizedCostEstimatedFairValueAmortizedCostEstimatedFairValue
Due within one year$56,678$55,861$9,044$9,032
Due after one year to five years79,59173,8272,5302,523
Due after five years to ten years8,8628,0565,6585,658
Due after ten years66,68763,06345,45744,533
Total$211,818$200,807$62,689$61,746

Credit Quality Indicators and Allowance for Credit Losses

Available for Sale Investment Securities

The Company assesses each available for sale investment security that is in an unrealized loss position to determine whether the decline in fair value below the amortized cost basis results from a credit loss or other factors. The Company did not record an

ACL on any available for sale debt securities at March 31, 2024 or upon adoption of ASU 2016-13 on October 1, 2023. As of both dates, the Company considered the unrealized losses across the classes of major security-type to be related to fluctuations in market conditions, primarily interest rates, and not reflective of a deterioration in credit value. The Company expects the fair value of these securities to recover as the securities approach their maturity dates or sooner if market yields for such securities decline. The Company does not believe that these securities are impaired because of their credit quality or related to any issuer or industry specific event. The Company has the ability and intent to hold the investments until the fair value recovers.

Held to Maturity Investment Securities

The Company measures expected credit losses on held to maturity investment securities, which are comprised of U.S. government agency and U.S. government mortgage-backed securities, private label mortgage-backed securities, municipal, and other bonds. The Company’s agency and mortgage-backed securities that are issued by U.S. government entities and agencies are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. As such, no ACL has been established for these securities. The ACL on the private label mortgage-backed securities, municipal, and other bonds within the held to maturity securities portfolio is calculated using the probability of default/loss given default ("PD/LGD") method. The calculation is completed on a quarterly basis using the default studies provided by an industry leading source. At March 31, 2024, the ACL on the held to maturity securities portfolio totaled $85,000.

The following tables set forth information for the three and six months ended March 31, 2024 regarding activity in the ACL by portfolio segment (dollars in thousands):

Held to MaturityBeginning AllowanceImpact of Adopting CECL (ASU 2016-13)Provision for (Recapture of) Credit LossesEnding Allowance
MBS:
Private label residential$73$—$4$77
Bank issued trust preferred securities9—(1)8
Total$82$—$3$85
Beginning AllowanceImpact of Adopting CECL (ASU 2016-13)Provision for (Recapture of) Credit LossesEnding Allowance
Held to Maturity
MBS:
Private label residential—82(5)77
Bank issued trust preferred securities—10(2)8
Total$—$92$(7)$85

The ACL on held to maturity investment securities is included within investment securities held to maturity on the consolidated balance sheets. Changes in the ACL are recorded through the provision for (recapture of) credit losses on the consolidated income statement.

Accrued interest receivable on held to maturity investment securities totaled$665,000 at March 31, 2024 and is included

in accrued interest income receivable on the consolidated balance sheet. This amount is excluded from the estimate

of expected credit losses. Held to maturity debt securities are typically classified as non-accrual when the contractual

payment of principal or interest has become 90 days past due or management has serious doubts about the further

collectability of principal or interest. When held to maturity debt securities are placed on non-accrual status, unpaid interest

credited to income is reversed. The Company had$79,000 of private label mortgage-backed held to maturity investment securities in non-accrual status at March 31, 2024.

The Company monitors the credit quality of debt securities held to maturity through the use of credit ratings from Moody's, S&P and Fitch. The Company monitors the credit ratings on a quarterly basis.

The following table sets forth the Company's held to maturity investment securities at March 31, 2024 by credit quality indicator:

Credit Ratings
As of March 31, 2024AAA/AA/ABBB/BB/BUnratedTotal
Held to Maturity
U.S. Treasury and U.S. government agency securities$122,087$—$—$122,087
MBS:
U.S. government agencies52,218——52,218
Private label residential17,946—17,20735,153
Municipal securities1,768—1001,868
Bank issued trust preferred securities——492492
Total held to maturity$194,019$—$17,799$211,818

Prior to adopting ASU 2016-13, the Company bifurcated 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 was required in this analysis that included, but not limited to, assumptions regarding the collectability of principal and interest, net of related expenses, on the underlying loans. The amounts written off due to credit loss remain and continue to be recovered on a cash basis.

The following table presents a roll forward of the credit loss component of held to maturity debt securities that have been written down for OTTI with the credit loss component recognized in earnings for the six months ended March 31, 2024 and 2023 (dollars in thousands):

Six Months Ended March 31,
20242023
Beginning balance of credit loss$816$836
Subtractions:
Net realized loss previously recorded as credit losses—(9)
Recapture of prior credit loss(6)(5)
Ending balance of credit loss$810$822

(3)GOODWILL AND CDI

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

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

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

Management's qualitative assessment takes into consideration macroeconomic conditions, industry and market considerations, cost or margin factors, financial performance and share price of the Company's common stock. The Company performed its fiscal year 2023 goodwill impairment test during the quarter ended June 30, 2023 with the assistance of an independent third-party firm specializing in goodwill impairment valuations for financial institutions. 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, 2023.

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

As of March 31, 2024, management believes that there have been no events or changes in the circumstances since May 31, 2023 that would indicate a potential impairment of goodwill. No assurances can be given, however, that the Company will not record an impairment loss on goodwill in the future. If adverse economic conditions or any decreases in the Company's stock price and market capitalization were deemed other than temporary, it may significantly affect the fair value of the Company's goodwill and may trigger impairment charges. Any impairment charge could have a material adverse effect on the Company's results of operations and financial condition. The recorded amount of goodwill at March 31, 2024 and September 30, 2023 remained unchanged at $15.13 million.

CDI represents the future economic benefit of the potential cost savings from acquiring core deposits as part of a business combination compared to the cost of alternative funding sources. CDI is amortized to non-interest expense using an accelerated method based on an estimated runoff of related deposits over a period of ten years. CDI is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life. As of March 31, 2024, management believes that there have been no events or changes in the circumstances that would indicate a potential impairment of CDI.

(4)LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

Loans receivable by portfolio segment consisted of the following at March 31, 2024 and September 30, 2023 (dollars in thousands):

March 31,2024 · September 30,2023
Amount · Percent · Amount · Percent
Mortgage loans:
One- to four-family (1)$276,43319.0%$253,22717.8%
Multi-family167,27511.5127,1768.9
Commercial577,37339.6568,26539.8
Construction - custom and owner/builder122,9888.4129,6999.1
Construction - speculative one- to four-family16,4071.117,0991.2
Construction - commercial32,3182.251,0643.6
Construction - multi-family36,7952.557,1404.0
Construction - land development16,0511.118,8411.3
Land31,8212.226,7261.9
Total mortgage loans1,277,46187.61,249,23787.6
Consumer loans:
Home equity and second mortgage42,3572.938,2812.7
Other2,9250.22,7720.2
Total consumer loans45,2823.141,0532.9
Commercial loans:
Commercial business135,5059.3135,8029.5
U.S. Small Business Administration ("SBA") Paycheck Protection Program ("PPP") loans367—466—
Total commercial loans135,8729.3136,2689.5
Total loans receivable1,458,615100.0%1,426,558100.0%
Less:
Undisbursed portion of construction loans in process ("LIP")77,502103,194
Deferred loan origination fees, net5,1795,242
ACL16,81815,817
Subtotal99,499124,253
Loans receivable, net$1,359,116$1,302,305
_____________________________
(1) Does not include one- to four-family loans held for sale totaling $1.31 million and $400,000 at March 31, 2024 and September 30, 2023, respectively.

Loans receivable at March 31, 2024 and September 30, 2023 are reported net of unamortized discounts totaling $172,000 and $192,000, respectively.

Credit Quality Indicators

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

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

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

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

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

Doubtful: Loans in this classification have the weaknesses of substandard loans with the additional characteristic that the weaknesses make the collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. At March 31, 2024 and September 30, 2023, there were no loans classified as doubtful.

Loss: Loans in this classification are considered uncollectible and of such little value that continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this loan even though partial recovery may be realized in the future. At March 31, 2024 and September 30, 2023, there were no loans classified as loss.

The following table sets forth the Company's loan portfolio at March 31, 2024 by risk attribute and year of origination as well as current period gross charge-offs (dollars in thousands):

Term Loans Amortized Cost Basis by Origination Fiscal Year
Type20242023202220212020PriorRevolving LoansTotal Loans Receivable
One-to four-family
Risk Rating
Pass$4,294$41,193$116,309$50,922$19,551$41,984$—$274,253
Watch—1,800—————1,800
Substandard—————380—380
Total one- to four-family$4,294$42,993$116,309$50,922$19,551$42,364$—$276,433
Multi-family
Risk Rating
Pass$12,637$9,507$39,951$32,066$27,241$44,825$1,048$167,275
Total multi-family$12,637$9,507$39,951$32,066$27,241$44,825$1,048$167,275
Commercial real estate
Risk Rating
Pass$9,027$57,970$124,208$92,246$58,905$202,913$8,097$553,366
Watch————3,09410,648—13,742
Special Mention—————4,401—4,401
Substandard—————5,864—5,864
Total commercial real estate$9,027$57,970$124,208$92,246$61,999$223,826$8,097$577,373
Term Loans Amortized Cost Basis by Origination Fiscal Year
Type20242023202220212020PriorRevolving LoansTotal Loans Receivable
Construction-custom & owner/builder
Risk Rating
Pass$10,634$46,881$7,505$1,110$—$—$—$66,130
Watch——1,1002,621462436—4,619
Substandard———152———152
Total construction$10,634$46,881$8,605$3,883$462$436$—$70,901
Construction-speculative one-to four-family
Risk Rating
Pass$2,278$7,319$—$518$—$—$—$10,115
Total construction$2,278$7,319$—$518$—$—$—$10,115
Construction-commercial
Risk Rating
Pass$—$16,445$5,614$1,293$—$—$—$23,352
Watch—968—————968
Total construction$—$17,413$5,614$1,293$—$—$—$24,320
Construction-multi-family
Risk Rating
Pass$1,102$24,660$—$1,363$—$—$—$27,125
Total construction$1,102$24,660$—$1,363$—$—$—$27,125
Construction-land development
Risk Rating
Pass$—$2,691$11,905$—$—$—$—$14,596
Total construction$—$2,691$11,905$—$—$—$—$14,596
Land
Risk Rating
Pass$8,702$6,501$7,206$4,501$769$2,185$1,467$31,331
Watch—————490—490
Total land$8,702$6,501$7,206$4,501$769$2,675$1,467$31,821
Home equity
Risk Rating
Pass$2,676$5,190$2,053$319$684$2,447$28,705$42,074
Watch————33——33
Substandard—————250—250
Total home equity$2,676$5,190$2,053$319$717$2,697$28,705$42,357
Other consumer
Risk Rating
Pass$1,212$502$252$114$—$716$70$2,866
Watch—————59—59
Total other consumer$1,212$502$252$114$—$775$70$2,925
Current period gross write-offs$3$1$—$—$—$—$2$6
Term Loans Amortized Cost Basis by Origination Fiscal Year
Type20242023202220212020PriorRevolving LoansTotal Loans Receivable
Commercial business
Risk Rating
Pass$9,386$21,420$39,797$10,838$9,164$5,473$37,187$133,265
Watch——16250——256468
Substandard—1,475———297—1,772
Total commercial business$9,386$22,895$39,959$10,888$9,164$5,770$37,443$135,505
SBA PPP
Risk Rating
Pass$—$—$—$309$58$—$—$367
Total SBA PPP$—$—$—$309$58$—$—$367
Total loans receivable, gross (net of construction LIP)
Risk Rating
Pass$61,948$240,279$354,800$195,599$116,372$300,543$76,574$1,346,115
Watch—2,7681,2622,6713,58911,63325622,179
Special Mention—————4,401—4,401
Substandard—1,475—152—6,791—8,418
Total loans receivable$61,948$244,522$356,062$198,422$119,961$323,368$76,830$1,381,113
Current period gross charge-off$3$1$—$—$—$—$2$6

Allowance for Credit Losses

The Company adopted the new accounting standard for the ACL, commonly referred to as the current expected credit losses ("CECL") methodology, as of October 1, 2023. All disclosures as of and for the three and six months ended March 31, 2024 are presented in accordance with the new accounting standard. The comparative financial periods prior to the adoption of this new accounting standard are presented and disclosed under previously applicable GAAP's incurred loss methodology, which is not directly comparable to the new, CECL methodology. See also Note 10, Recent Accounting Pronouncements. As a result of implementing this new accounting standard, there was a one-time adjustment to the fiscal year 2024 opening allowance balance of $461,000 related to loans held for investment. The Company elected not to measure an ACL for accrued interest receivable and instead elected to reverse interest income on loans or securities that are placed on nonaccrual status, which is generally when the instrument is 90 days past due, or earlier if the Company believes the collection of interest is doubtful. The Company has concluded that this policy results in the timely reversal of uncollectible interest.

The ACL is an estimate of the expected credit losses on financial assets measured at amortized cost. The ACL is evaluated and calculated on a collective basis for those loans which share similar risk characteristics. For loans that do not share similar risk characteristics and cannot be evaluated on a collective basis, the Company will evaluate the loan individually. The Company estimates the expected credit losses over the loans' contractual terms, adjusted for expected prepayments. The ACL is calculated for loan segments utilizing loan level information and relevant information from internal and external sources related to past events and current conditions. Management has adopted the discounted cash flow ("DCF") methodology for all segments. The Company incorporates a reasonable and supportable forecast that utilizes current period national gross domestic product ("GDP") and national unemployment figures. Each of the loan segments are impacted by these factors. Prepayments are established for each segment based on historical averages for the segments, which management believes is an accurate presentation of future prepayment activity. Loans that are evaluated individually are not included in the collective analysis. The ACL on loans that are individually evaluated may be estimated based on their expected cash flows, or in the case of loans for which repayment is expected substantially through the operation or sale of collateral when the borrower is experiencing financial difficulty, may be measured based on the fair value of the collateral less estimated selling costs.

When available information confirms that specific loans or portions thereof are uncollectible, identified amounts are charged against the ACL. The existence of some or all of the following criteria will generally confirm that a loss has been incurred: the loan is significantly delinquent and the borrower has not demonstrated the ability or intent to bring the loan current; the Company has no recourse to the borrower, or if it does, the borrower has insufficient assets to pay the debt; and/or the estimated fair value of the loan collateral is significantly below the current loan balance, and there is little or no near-term prospect for improvement.

Management's evaluation of the ACL is based on ongoing, quarterly assessments of the known and inherent risks in the loan portfolio. Loss factors are based on the Company's historical loss experience with additional consideration and adjustments made for changes in economic conditions, changes in the amount and composition of the loan portfolio, delinquency rates, changes in collateral values, seasoning of the loan portfolio, duration of the current business cycle, a detailed analysis of individually evaluated loans and other factors as deemed appropriate. Management also assesses the risk related to reasonable and supportable forecasts that are used. These factors are evaluated on a quarterly basis. Loss rates used by the Company are affected as changes in these factors increase or decrease from quarter to quarter. In addition, regulatory agencies, as integral part of their examination process, periodically review the Company's ACL and may require the Company to make additions to the ACL based on their judgment about information available to them at the time of their examinations.

The following tables set forth information for the three and six months ended March 31, 2024 and 2023 regarding activity in the ACL by portfolio segment (dollars in thousands):

Three Months Ended March 31, 2024
BeginningAllowanceProvision for(Recapture of) Credit LossesCharge-offsRecoveriesEndingAllowance
Mortgage loans:
One- to four-family$2,096$89$—$—$2,185
Multi-family1,200158——1,358
Commercial6,822132——6,954
Construction – custom and owner/builder1,234(19)——1,215
Construction – speculative one- to four-family13210——142
Construction – commercial43021——451
Construction – multi-family735(257)——478
Construction – land development298(43)——255
Land75783——840
Consumer loans:
Home equity and second mortgage28619——305
Other463(4)—45
Commercial business loans2,619(30)—12,590
Total$16,655$166$(4)$1$16,818
Six Months Ended March 31, 2024
BeginningAllowanceImpact of Adopting CECL (ASU 2016-13)Provision for(Recapture of) Loan LossesCharge-offsRecoveriesEndingAllowance
Mortgage loans:
One-to four-family$2,417$(408)$176$—$—$2,185
Multi-family1,156(120)322——1,358
Commercial7,209(494)239——6,954
Construction – custom and owner/builder750542(77)——1,215
Construction – speculative one- to four-family148(16)10——142
Construction – commercial316176(41)——451
Construction – multi-family602204(328)——478
Construction – land development27425(44)——255
Land406318116——840
Consumer loans:
Home equity and second mortgage519(243)29——305
Other53(7)5(6)—45
Commercial business loans1,967484138—12,590
Total$15,817$461$545$(6)$1$16,818
Three Months Ended March 31, 2023
BeginningAllowanceProvision for(Recapture of) Loan LossesCharge-offsRecoveriesEndingAllowance
Mortgage loans:
One- to four-family$1,888$164$—$—$2,052
Multi-family87167——938
Commercial6,794110——6,904
Construction – custom and owner/builder67353——726
Construction – speculative one- to four-family125(4)——121
Construction – commercial323(56)——267
Construction – multi-family57785——662
Construction – land development22223——245
Land383(20)——363
Consumer loans:
Home equity and second mortgage49314——507
Other471(1)—47
Commercial business loans1,83338(5)—1,866
Total$14,229$475$(6)$—$14,698
Six Months Ended March 31, 2023
BeginningAllowanceProvision for(Recapture of) Loan LossesCharge-offsRecoveriesEndingAllowance
Mortgage loans:
One-to four-family$1,658$394$—$—$2,052
Multi-family85583——938
Commercial6,682222——6,904
Construction – custom and owner/builder67551——726
Construction – speculative one- to four-family130(9)——121
Construction – commercial343(76)——267
Construction – multi-family447215——662
Construction – land development23312——245
Land397(34)——363
Consumer loans:
Home equity and second mortgage44067——507
Other426(1)—47
Commercial business loans1,80169(5)11,866
Total$13,703$1,000$(6)$1$14,698

The following tables present information on the allowance for loan losses by portfolio segment at September 30, 2023 prior to the adoption of ASU 2016-13 (dollars in thousands):

Allowance for Loan LossesRecorded Investment in Loans
IndividuallyEvaluated forImpairmentCollectivelyEvaluated forImpairmentTotalIndividuallyEvaluated forImpairmentCollectivelyEvaluated forImpairmentTotal
Mortgage loans:
One- to four-family$—$2,417$2,417$368$252,859$253,227
Multi-family—1,1561,156—127,176127,176
Commercial—7,2097,2092,973565,292568,265
Construction – custom and owner/builder—750750—73,23973,239
Construction – speculative one- to four-family—148148—9,3619,361
Construction – commercial—316316—26,03026,030
Construction – multi-family—602602—45,89045,890
Construction – land development—274274—16,12916,129
Land—406406—26,72626,726
Consumer loans:
Home equity and second mortgage—51951938237,89938,281
Other—5353—2,7722,772
Commercial business loans1231,8441,967286135,516135,802
SBA PPP loans————466466
Total$123$15,694$15,817$4,009$1,319,355$1,323,364

Non-Accrual Loans

When a loan is 90 days delinquent the accrual of interest is generally discontinued and the loan is placed on non-accrual. All interest accrued but not collected for loans placed on non-accrual is reversed out of interest income. Generally, payments received on non-accrual loans are applied to reduce the outstanding principal balance of the loan. At times interest may be accounted for on a cash basis, depending on the collateral value and the borrower's payment history. A loan is generally not removed from non-accrual until all delinquent principal, interest and late fees have been brought current and the borrower demonstrates repayment ability over a period of not less than six months and all taxes are current.

The following tables present an analysis of loans by aging category and portfolio segment at March 31, 2024 and September 30, 2023 (dollars in thousands):

30–59DaysPast Due60-89DaysPast DueNon-Accrual (1)Past Due90 Daysor Moreand StillAccruingTotalPast DueCurrentTotalLoans
Mortgage loans:
One- to four-family$—$—$380$—$380$276,053$276,433
Multi-family—————167,275167,275
Commercial——1,149—1,149576,224577,373
Construction – custom and owner/builder——152—15270,74970,901
Construction – speculative one- to four-family—————10,11510,115
Construction – commercial—————24,32024,320
Construction – multi-family—————27,12527,125
Construction – land development—————14,59614,596
Land—————31,82131,821
Consumer loans:
Home equity and second mortgage340—165—50541,85242,357
Other—————2,9252,925
Commercial business loans256—1,759—2,015133,490135,505
SBA PPP loans—————367367
Total$596$—$3,605$—$4,201$1,376,912$1,381,113

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

30–59DaysPast Due60-89DaysPast DueNon-Accrual (1)Past Due90 Daysor Moreand StillAccruingTotalPast DueCurrentTotalLoans
Mortgage loans:
One- to four-family$—$—$368$—$368$252,859$253,227
Multi-family—————127,176127,176
Commercial——683—683567,582568,265
Construction – custom and owner/builder151———15173,08873,239
Construction – speculative one- to four-family—————9,3619,361
Construction – commercial—————26,03026,030
Construction – multi-family—————45,89045,890
Construction – land development—————16,12916,129
Land—————26,72626,726
Consumer loans:
Home equity and second mortgage——177—17738,10438,281
Other—————2,7722,772
Commercial business loans——286—286135,516135,802
SBA PPP loans—————466466
Total$151$—$1,514$—$1,665$1,321,699$1,323,364

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

The following tables present an analysis of loans by credit quality indicator and portfolio segment at September 30, 2023 (dollars in thousands):

Loan Grades
September 30, 2023PassWatchSpecialMentionSubstandardTotal
Mortgage loans:
One- to four-family$252,859$—$—$368$253,227
Multi-family127,176———127,176
Commercial551,66911,143—5,453568,265
Construction – custom and owner/builder68,1815,058——73,239
Construction – speculative one- to four-family9,361———9,361
Construction – commercial25,063967——26,030
Construction – multi-family45,890———45,890
Construction – land development16,129———16,129
Land26,226500——26,726
Consumer loans:
Home equity and second mortgage37,98234—26538,281
Other2,71656——2,772
Commercial business loans135,502——300135,802
SBA PPP loans466———466
Total$1,299,220$17,758$—$6,386$1,323,364

At March 31, 2024, the Company had $2.21 million of non-accrual loans with an ACL of $361,000 and $1.40 million of non-accrual loans with no ACL. The following table is a summary of the amortized cost of collateral dependent non-accrual loans as of March 31, 2024 (in thousands):

Recorded InvestmentRelated ACL
Mortgage loans:
One- to four-family$380$—
Commercial1,14928
Construction - custom and owner/builder152—
Consumer loans:
Home equity and second mortgage165—
Commercial business loans1,759333
Total$3,605$361

Impaired Loans

Prior to the adoption of CECL, a loan was considered impaired when it was probable that the Company would be unable to collect all amounts (principal and interest) when due according to the original 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 was identified as being impaired, the amount of the impairment was 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 was used. The valuation of real estate collateral is subjective in nature and may be adjusted in future periods because of changes in economic conditions. Management considers third-party appraisals, as well as independent fair market value assessments from realtors or persons involved in selling real estate, in determining the estimated fair value of particular properties. In addition, as certain of these third-party appraisals and independent fair market value assessments are only updated periodically, changes in the values of specific properties may have occurred subsequent to the most recent appraisals. Accordingly, the amounts of any such potential changes and any related adjustments are generally recorded at the time that such information is received. When the estimated net realizable value of the impaired loan is less than the recorded investment in the loan (including accrued interest and net deferred loan origination fees or costs), impairment is recognized by creating or adjusting an allocation of the allowance for credit 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.

The following table is a summary of information related to impaired loans by portfolio segment prior to the adoption of CECL as of September 30, 2023 and for the year then ended (dollars in thousands):

RecordedInvestmentUnpaid Principal Balance (Loan Balance Plus Charge Off)RelatedAllowanceYear to Date ("YTD") Average Recorded Investment (1)YTD Interest Income Recognized (1)YTD Cash Basis Interest Income Recognized (1)
With no related allowance recorded:
Mortgage loans:
One- to four-family$368$412$—$378$29$29
Commercial2,9732,973—2,987167129
Land———29754
Consumer loans:
Home equity and second mortgage382382—3901210
Other———1——
Commercial business loans4190—49——
Subtotal3,7643,857—4,102213172
With an allowance recorded:
Mortgage loans:
Commercial business loans245245123247——
Subtotal245245123247——
Total:
Mortgage loans:
One- to four-family368412—3782929
Commercial2,9732,973—2,987167129
Land———29754
Consumer loans:
Home equity and second mortgage382382—3901210
Other———1——
Commercial business loans286335123296——
Total$4,009$4,102$123$4,349$213$172

(1)For the year ended September 30, 2023.

The following table is a summary of information related to impaired loans by portfolio segment prior to the adoption of CECL as of March 31, 2023 and for three and six months then ended (dollars in thousands):

RecordedInvestmentUnpaid Principal Balance (Loan Balance Plus Charge Off)RelatedAllowanceQuarter 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$378$421$—$381$386$7$14$7$14
Commercial3,0063,006—2,8902,98440813063
Land459459—4424382222
Consumer loans:
Home equity and second mortgage381381—4964003635
Other11—23————
Commercial business loans4897—5257————
Subtotal4,2734,365—4,2634,268521034284
With an allowance recorded:
Commercial business loans245245123247249————
Subtotal245245123247249————
Total:
Mortgage loans:
One- to four-family$378$421$—$381$386$7$14$7$14
Commercial3,0063,006—2,8902,98440813063
Land459459—4424382222
Consumer loans:
Home equity and second mortgage381381—4964003635
Other11—23————
Commercial business loans293342123299306————
Total$4,518$4,610$123$4,510$4,517$52$103$42$84

(1) For the three months ended March 31, 2023.

(2) For the six months ended March 31, 2023.

Troubled debt restructurings ("TDRs")

On October 1, 2023, the Company adopted ASU No. 2022-02, Financial Instruments - Credit Losses (ASU 2016-13). This ASU eliminated the accounting guidance for TDR loans for creditors, while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower experiences financial difficulty. No loans to borrowers experiencing financial difficulty were modified in the three and six months ended March 31, 2024 and 2023. At March 31, 2023, the Company had $2.60 million of TDRs, all of which were paying as agreed. There were no defaults in these loans during the six months ended March 31, 2024 and 2023.

In accordance with the Company's policy guidelines, unsecured loans are generally charged-off when no payments have been received for three consecutive months unless an alternative action plan is in effect. The outstanding balance of a secured loan that is in excess of the net realizable value is generally charged-off if no payments are received for four or five consecutive months. However, charge-off's are postponed if alternative proposals to restructure, obtain additional guarantors, obtain additional assets as collateral or a potential sale of the underlying collateral would result in full repayment of the outstanding loan balance. Once any other potential source of repayment are exhausted, the impaired portion of the loan is charged-off. Regardless of whether a loan is unsecured or collateralized, once an amount is determined to be a confirmed loan loss it is promptly charged off.

(5)LEASES

At March 31, 2024, the Company has operating leases for two retail bank branch offices and an administrative office. The Company's leases have remaining lease terms oftwo toseven years, and include options to extend the leases fromtwo tofive years. Lease extensions are not certain, and the Company evaluates each lease based on the specific circumstances for the location to determine the probability of exercising the extensions in the calculation of operating lease ROU assets and lease liabilities.

The components of lease cost (included in the premises and equipment expense category in the consolidated statements of income) are as follows for the three and six months ended March 31, 2024 and 2023 (dollars in thousands):

Three Months Ended March 31,Six Months Ended March 31,
Lease cost:2024202320242023
Operating lease cost$92$85$185$174
Short-term lease cost————
Total lease cost$92$85$185$174

The following tables provide supplemental information related to operating leases at or for the three and six months ended March 31, 2024 and 2023 (dollars in thousands):

At or For the Three Months Ended March 31, 2024At or For the Six Months Ended March 31, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$83$166
Weighted average remaining lease term-operating leases6.3 years6.3 years
Weighted average discount rate-operating leases2.34%2.34%
At or For the Three Months Ended March 31, 2023At or For the Six Months Ended March 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$78$155
Weighted average remaining lease term-operating leases7.2 years7.2 years
Weighted average discount rate-operating leases2.25%2.25%

The Company's leases typically do not contain a discount rate implicit in the lease contracts. As an alternative, the weighted average discount rate used to estimate the present value of future lease payments in calculating the value of the ROU asset and lease liability was determined by utilizing the FHLB fixed-rate credit advance borrowing rate for the term correlating to the remaining term of each lease.

Maturities of operating lease liabilities at March 31, 2024 for future fiscal years are as follows (dollars in thousands):

Remainder of 2024$167
2025336
2026304
2027232
2028219
Thereafter601
Total lease payments1,859
Less imputed interest136
Total$1,723

(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. Nonvested shares of restricted stock are included in the computation of basic earnings per share because the holder has voting rights and shares in non-forfeitable dividends during the vesting period. Diluted net income per common share is computed by dividing net income to common shareholders by the weighted average number of common shares and common stock equivalents for items that are dilutive, net of shares assumed to be repurchased using the treasury stock method at the average share price for the Company’s common stock during the period. Common stock equivalents arise from the assumed conversion of outstanding stock options to purchase common stock.

Information regarding the calculation of basic and diluted net income per common share for the three and six months ended March 31, 2024 and 2023 is as follows (dollars in thousands, except per share amounts):

Three Months Ended March 31, · Six Months Ended March 31,
2024202320232023
Basic net income per common share computation
Numerator – net income$5,708$6,663$12,004$14,169
Denominator – weighted average common shares outstanding8,081,9248,220,5328,098,1558,226,467
Basic net income per common share$0.71$0.81$1.48$1.72
Diluted net income per common share computation
Numerator – net income$5,708$6,663$12,004$14,169
Denominator – weighted average common shares outstanding8,081,9248,220,5328,098,1558,226,467
Effect of dilutive stock options (1)39,18583,83845,54685,163
Weighted average common shares outstanding - assuming dilution8,121,1098,304,3708,143,7018,311,630
Diluted net income per common share$0.70$0.80$1.47$1.70

(1) For the three and six months ended March 31, 2024, average options to purchase 244,030 and 229,232 shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per common share because their effect would have been anti-dilutive. For the three and six months ended March 31, 2023, average options to purchase 176,867 and 177,484 shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per common share because their effect would be anti-dilutive.

(7)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive income (loss) ("AOCI") by component during the three and six months ended March 31, 2024 and 2023 are as follows (dollars in thousands):

Three Months Ended March 31, 2024
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$(827)$—$(827)
Other comprehensive income82—82
Balance of AOCI at the end of period$(745)$—$(745)
Six Months Ended March 31, 2024
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$(1,075)$(9)$(1,084)
Other comprehensive income3309339
Balance of AOCI at the end of period$(745)$—$(745)
Three Months Ended March 31, 2023
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$(725)$(10)$(735)
Other comprehensive income2391240
Balance of AOCI at the end of period$(486)$(9)$(495)
Six Months Ended March 31, 2023
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$(706)$(11)$(717)
Other comprehensive income2202222
Balance of AOCI at the end of period$(486)$(9)$(495)

(1) All amounts are net of income taxes.

(8)STOCK COMPENSATION PLANS

Under the Company's 2014 Equity Incentive Plan, the Company is able to grant options and awards of restricted stock (with or without performance measures) for up to 352,366 shares of common stock to employees, officers, directors and directors emeriti. Under the Company's 2019 Equity Incentive Plan, the Company is able to grant options and awards or restricted stock (with or without performance measures) for up to 350,000 shares of common stock, of which 300,000 shares are reserved to be awarded to employees, including officers, and 50,000 shares are reserved to be awarded to directors and directors emeriti. Shares issued may be purchased in the open market or may be issued from authorized and unissued shares. The exercise price of each option equals the fair market value of the Company’s common stock on the date of grant. Generally, options and restricted stock vest in 20% annual installments on each of thefive anniversaries from the date of the grant, and options generally have a maximum contractual term often years from the date of grant. At March 31, 2024, there were 9,356 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 March 31, 2024, there were 181,870 shares of common stock available which may be awarded as options or restricted stock pursuant to future grant under the 2019 Equity Incentive Plan.

Stock option activity for the six months ended March 31, 2024 and 2023 is summarized as follows:

Six Months Ended March 31, 2024Six Months Ended March 31, 2023
Number of SharesWeightedAverageExercisePriceNumber of SharesWeightedAverageExercisePrice
Options outstanding, beginning of period369,150$24.00421,925$23.30
Exercised(29,900)13.03(26,055)19.88
Granted——1,00033.40
Forfeited(10,140)25.71(4,600)27.38
Options outstanding, end of period329,110$24.95392,270$23.50

The fair value of stock options is determined using the Black-Scholes valuation model.

There wereno stock options granted during the six months ended March 31, 2024.

The weighted average assumptions for options granted during the six months ended March 31, 2023 were as follows:

Expected volatility33%
Expected life (in years)5
Expected dividend yield2.99%
Risk free interest rate3.58%
Grant date fair value per share$8.65

The aggregate intrinsic value of options exercised during the six months ended March 31, 2024 and 2023 was $499,000 and $337,000, respectively.

At March 31, 2024, there were 121,820 unvested options with an aggregate grant date fair value of $709,000, all of which the Company assumes will vest. The aggregate intrinsic value of unvested options at March 31, 2024 was $217,000. There were 300 options that vested during the six months ended March 31, 2024 with a total fair value of $2,000.

At March 31, 2023, there were 189,910 unvested options with an aggregate grant date fair value of $1.07 million. There were 200 options that vested during the six months ended March 31, 2023 with a total fair value of $1,000.

Additional information regarding options outstanding at March 31, 2024 is as follows:

Options Outstanding · Options Exercisable
Range ofExercisePrices ($) · Number · WeightedAverageExercisePrice · WeightedAverageRemainingContractualLife (Years) · Number · WeightedAverageExercisePrice · WeightedAverageRemainingContractualLife (Years)
10.26-10.7126,250$10.621.326,250$10.621.3
15.67-19.1360,80016.565.439,14016.374.8
26.50-27.40101,14027.317.541,38027.236.5
28.23-29.69106,60028.796.067,00029.125.1
31.80-33.4034,32031.854.633,52031.614.5
329,110$24.955.8207,290$24.434.7

The aggregate intrinsic value of options outstanding at March 31, 2024 and 2023 was $1.06 millionand$1.78 million, respectively.

As of March 31, 2024, unrecognized compensation cost related to unvested stock options was $645,000, which is expected to be recognized over a weighted average life of 1.90 years.

At March 31, 2024, there were 26,150 unvested restricted stock awards. At March 31, 2023, there wereno unvested restricted stock awards. There were no restricted stock grants awarded during the six months ended March 31, 2024 and 2023.

Time Based
Number of Unvested SharesWeighted Average Grant Date Fair Value
Outstanding, September 30, 202326,150$27.37
Granted——
Forfeited——
Vested——
Outstanding, March 31, 202426,150$27.37

The fair value of restricted stock awards is equal to the fair value of the Company's stock on the date of the grant. The related stock-based compensation expense is recorded over the requisite service period. At March 31, 2024, unrecognized compensation cost related to unvested restricted stock awards was $636,000, which is expected to be recognized over a weighted average period of 2.23 years.

(9)FAIR VALUE MEASUREMENTS

Fair value is defined under GAAP as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of three levels. These levels are:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2: Significant observable inputs other than quoted prices included within Level 1, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability based on the best information available in the circumstances.

The Company's assets measured at fair value on a recurring basis consist of investment securities available for sale and investments in equity securities. The estimated fair values of MBS are based upon market prices of similar securities or observable inputs (Level 2). The estimated fair values of mutual funds are based upon quoted market prices (Level 1).

The Company had no liabilities measured at fair value on a recurring basis at March 31, 2024 and September 30, 2023. The Company's assets measured at estimated fair value on a recurring basis at March 31, 2024 and September 30, 2023 were as follows (dollars in thousands):

March 31, 2024Estimated Fair Value
Level 1Level 2Level 3Total
Available for sale investment securities
MBS: U.S. government agencies$8,863$52,883$—$61,746
Investments in equity securities
Mutual funds839——839
Total$9,702$52,883$—$62,585
September 30, 2023Estimated Fair Value
Level 1Level 2Level 3Total
Available for sale investment securities
MBS: U.S. government agencies$—$41,771$—$41,771
Investments in equity securities
Mutual funds811——811
Total$811$41,771$—$42,582

There were no transfers among Level 1, Level 2 and Level 3 during the six months ended March 31, 2024 and the year ended September 30, 2023.

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:

Individually Evaluated Collateral-Dependent Loans: Loans for which repayment is substantially expected to be provided through the operation or sale of collateral are considered collateral dependent, and are valued based on the estimated fair value of the collateral, less estimated costs to sell at the reporting date, where applicable. Accordingly, collateral dependent loans are classified within level 3 of the fair value hierarchy.

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

The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at March 31, 2024 and September 30, 2023 (dollars in thousands):

Estimated Fair Value · Total Estimated
March 31, 2024Level 1Level 2Level 3Fair Value
Individually evaluated loans:
Mortgage loans:
Commercial$—$—$460$460
Commercial business loans——1,3871,387
Total$—$—$1,847$1,847
Estimated Fair Value · Total Estimated
September 30, 2023Level 1Level 2Level 3Fair Value
Impaired loans:
Commercial business loans$—$—$122$122
Total$—$—$122$122

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis as of March 31, 2024 and September 30, 2023 (dollars in thousands):

ValuationTechnique(s)Unobservable Input(s)Range
Individually evaluated and impaired loansMarket approachAppraised value less estimated selling costsN/A

GAAP requires disclosure of estimated fair values for certain financial instruments. Such estimates are subjective in nature, and significant judgment is required regarding the risk characteristics of various financial instruments at a discrete point in time. Therefore, such estimates could vary significantly if assumptions regarding uncertain factors were to change. In addition, as the Company normally intends to hold the majority of its financial instruments until maturity, it does not expect to realize many of the estimated amounts disclosed. The disclosures also do not include estimated fair value amounts for certain items which are not defined as financial instruments but for which may have significant value. The Company does not believe that it would be practicable to estimate a representative fair value for these types of items as of March 31, 2024 and September 30, 2023. Because GAAP excludes certain items from fair value disclosure requirements, any aggregation of the fair value amounts presented would not represent the underlying value of the Company. Additionally, in accordance with GAAP, the Company uses the exit price notion in calculating the fair values of financial instruments not measured at fair value on a recurring basis.

The recorded amounts and estimated fair values of financial instruments were as follows as of March 31, 2024 and September 30, 2023 (dollars in thousands):

March 31, 2024
Fair Value Measurements Using:
RecordedAmountEstimated Fair ValueLevel 1Level 2Level 3
Financial assets
Cash and cash equivalents$180,349$180,349$180,349$—$—
CDs held for investment11,20411,20411,204——
Investment securities273,564262,544123,997138,547—
Investments in equity securities839839839——
FHLB stock2,0372,0372,037——
Other investments3,0003,0003,000——
Loans held for sale1,3111,3291,329——
Loans receivable, net1,359,1161,305,476——1,305,476
Accrued interest receivable7,1087,1087,108——
Financial liabilities
Certificates of deposit353,948352,354——352,354
FHLB borrowings20,00019,767——19,767
Accrued interest payable1,9361,9361,936——
September 30, 2023
Fair Value Measurements Using:
RecordedAmountEstimated Fair ValueLevel 1Level 2Level 3
Financial assets
Cash and cash equivalents$128,721$128,721$128,721$—$—
CDs held for investment15,18815,18815,188——
Investment securities311,989295,538161,538134,000—
Investments in equity securities811811811——
FHLB stock3,6023,6023,602——
Other investments3,0003,0003,000——
Loans held for sale400407407——
Loans receivable, net1,302,3051,246,538——1,246,538
Accrued interest receivable6,0046,0046,004——
Financial liabilities
Certificates of deposit300,100297,542——297,542
FHLB borrowings35,00034,747——34,747
Accrued interest payable1,3971,3971,397——

(10)RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, as amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-11. ASU 2016-13 replaces the existing incurred losses methodology with a current expected losses methodology with respect to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held to maturity investment securities and off-balance sheet commitments. In addition, ASU 2016-13 required credit losses relating to available for sale debt securities to be recorded through an ACL rather than as a reduction of the carrying amount. ASU 2016-13 also changed the accounting for PCI debt securities and loans. ASU 2016-13 retained many of the current disclosure requirements in GAAP and expanded certain disclosure requirements. As a "smaller reporting company" filer with the U.S. Securities and Exchange Commission, ASU 2016-13 was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Upon adoption, the Company experienced changes in the processes and procedures to calculate the ACL, including changes in the assumptions and estimates to consider expected credit losses over the life of the loan versus the accounting practices that were utilized with the incurred loss model. In addition, the prior policy for OTTI on investment securities available for sale was replaced with an allowance approach. On October 1, 2023, the Company adopted this ASU, which resulted in a net of tax charge of $488,000 to retained earnings, a $461,000 increase to the ACL on loans, a $92,000 increase to ACL on investment securities, and a $65,000 increase to ACL on unfunded commitments for the cumulative effect of adopting this guidance. For more information related to the implementation, see Note 4 Loans Receivable and Allowance for Credit Losses, Note 2 Investment Securities and Note 12 Commitments and Contingent Liabilities.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. This ASU simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity has to perform procedures to determine the fair value of its assets and liabilities (including unrecognized assets and liabilities) at the impairment testing date following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity would then recognize an impairment charge for the amount by

which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity would consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2022. The adoption of ASU 2017-04 did not have a material impact on the Company's consolidated financial statements.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (ASU 2016-13): Troubled Debt Restructurings and Vintage Disclosures. The amendments eliminate the accounting guidance for TDRs for creditors, require new disclosures for creditors for certain loan refinancings and restructurings when a borrower is experiencing financial difficulty, and require public business entities to include current-period gross write-offs in the vintage disclosure tables. This ASU is effective upon adoption of ASU 2016-13. On October 1, 2023, the Company adopted this ASU at the same time ASU 2016-13 was adopted. The Company had $1,000 in recoveries and $6,000 of write offs for the six months ended March 31, 2024.

(11)REVENUE FROM CONTRACTS WITH CUSTOMERS

ASU 2014-09 Revenue from Contracts with Customers ("ASC 606") applies to all contracts with customers to provide goods or services in the ordinary course of business, except for contracts that are specifically excluded from its scope. The majority of the Company's revenues are composed of interest income, deferred loan fee accretion, premium/discount accretion, gains on sales of loans and investments, BOLI net earnings, servicing income on loans sold and other loan fee income, which are not within the scope of ASC 606. Revenue reported as service charges on deposits, ATM and debit card interchange transaction fees, merchant services fees, non-deposit investment fees and escrow fees are within the scope of ASC 606. All of the Company's revenue from contracts with customers within the scope of ASC 606 is recognized in non-interest income with the exception of gains on sales of OREO and gains on sales/disposition of premises and equipment, which are included in non-interest expense. For the three months ended March 31, 2024, the Company recognized $988,000 in service charges on deposits, $1.21 million in ATM and debit card interchange transaction fees, $15,000 in escrow fees, and $2,000 in fee income from non-deposit investment sales, all considered within the scope of ASC 606. For the six months ended March 31, 2024, the Company recognized $2.01 million in service changes on deposits, $2.48 million in ATM and debit card interchange transaction fees, $33,000 in escrow fees, and $3,000 in fee income from non-deposit investment sales. For the three months ended March 31, 2023, the Company recognized $893,000 in service charges on deposits, $1.28 million in ATM and debit card interchange transaction fees, $29,000 in escrow fees, and $4,000 in fee income from non-deposit investment sales. For the six months ended March 31, 2023, the Company recognized $1.84 million in service changes on deposits, $2.53 million in ATM and debit card interchange transaction fees, $59,000 in escrow fees, and $34,000 in fee income from non-deposit investment sales.

If a contract is determined to be within the scope of ASC 606, the Company recognizes revenue when it satisfies its performance obligation. Descriptions of the Company's revenue-generating activities that are within the scope of ASC 606 are as follows:

Service Charges on Deposits: The Company earns fees from its deposit customers from a variety of deposit products and services. Non-transaction based fees such as account maintenance fees and monthly statement fees are considered to be provided to the customer under a day-to-day contract with ongoing renewals. Revenue for these non-transaction fees are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Transaction-based fees such as non-sufficient fund charges, stop payment charges and wire fees are recognized at the time the transaction is executed, as the contract duration does not extend beyond the service performed.

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

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

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

(12)COMMITMENTS AND CONTINGENT LIABILITIES

In the normal course of business, the Company is party to financial instruments with off-balance-sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit risk not recognized in the consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. However, such loan to value ratios will subsequently change, based on increases and decreases in the supporting collateral values. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate, land and income-producing commercial properties.

A summary of the Company's commitments at March 31, 2024 and 2023 are listed below (in thousands):

March 31, 2024March 31, 2023
Undisbursed portion of construction loans in process (see Note 4)$77,50299,253
Undisbursed lines of credit135,883138,711
Commitments to extend credit19,10641,218
$232,491$279,182

The Company maintains a separate ACL related to unfunded loan commitments. The Company estimates expected losses on unfunded, off-balance sheet commitments over the contractual period in which the exposure to credit risk from a contractual obligation to extend credit, unless the Company has determined that obligation is unconditionally cancellable. The methodology for calculating the ACL on unfunded loan commitments is similar to the methodology for calculating the ACL on loans but also includes an estimate of the future utilization of the commitment as determined by historical commitment utilization. Credit risk associated with the unfunded commitments are consistent with the loss ratio for each loan segment within the ACL for loans. The ACL on unfunded commitments is recognized in other liabilities and accrued expenses in the consolidated balance sheets and is adjusted as a provision (recapture of provision) for credit losses on the consolidated income statements. The ACL on unfunded loan commitments totaled $276,000 at March 31, 2024.

The following table sets forth information for the three and six months ended March 31, 2024 and 2023 regarding activity in the a ACL on unfunded loan commitments (dollars in thousands):

ACLThree Months Ended March 31, 2024Three Months Ended March 31, 2023
Beginning ACL$364$320
(Recapture of) provision for credit losses(88)—
Ending ACL$276$320
ACLSix Months Ended March 31, 2024Six Months Ended March 31, 2023
Beginning ACL$332$305
Impact of adopting CECL (ASU 2016-13)65—
(Recapture of) provision for credit losses(121)15
Ending ACL$276$320

The Bank has an employee severance compensation plan which expires in 2027 that provides for severance pay benefits to eligible employees in the event of a change in control of Timberland Bancorp or the Bank (as defined in the plan). In general, all employees withtwo or more years of service will be eligible to participate in the plan. Under the plan, in the event of a change in control of Timberland Bancorp or the Bank, eligible employees who are terminated or who terminate employment (but only upon the occurrence of events specified in the plan) within 12 months of the effective date of a change in control would be entitled to a payment based on years of service or officer rank with the Bank. The maximum payment for any eligible employee would be equal to 18 months of the employee’s current compensation.

Timberland Bancorp has entered into employment contracts with certain key employees, which provide for contingent payment subject to future events.

Because of the nature of its activities, the Company is subject to various pending and threatened legal actions which arise in the ordinary course of business. In the opinion of management, liabilities arising from these claims, if any, will not have a material effect on the future consolidated financial position of the Company.

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