qtim63012.htm
 
 
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, 2012

OR

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

Commission file number 0-23333

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
CLASS SHARES OUTSTANDING AT July 31, 2012
Common stock, $.01 par value                               7,045,036 
 

 
 

 



INDEX
 
     Page
PART I.  FINANCIAL INFORMATION   
       
 Item 1.    Financial Statements (unaudited)     
       
 
Condensed Consolidated Balance Sheets
 
       
  Condensed Consolidated Statements of Operations    4-5 
       
  Condensed Consolidated Statements of Comprehensive Income (Loss) 
       
  Condensed Consolidated Statements of Shareholders’ Equity   
       
  Condensed Consolidated Statements of Cash Flows   
8-9
       
  Notes to Unaudited Condensed Consolidated Financial Statements   10-32 
       
Item 2.   
Management’s Discussion and Analysis of Financial Condition 
and Results of Operations
 
33-44
 
       
Item 3.    Quantitative and Qualitative Disclosures About Market Risk    45 
       
Item 4.    Controls and Procedures     45 
       
PART II.  OTHER INFORMATION     
       
 Item 1.   Legal Proceedings    45 
       
 Item 1A. Risk Factors    45
       
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds    45
       
 Item 3.    Defaults Upon Senior Securities    45 
       
 Item 4.    Mine Safety Disclosures      45
       
 Item 5.    Other Information     46 
       
 Item 6.    Exhibits     46 
       
SIGNATURES      47 
Certifications
   
             Exhibit 31.1
   
             Exhibit 31.2
   
             Exhibit 32
   
                      
             
 
2

 

PART I.  FINANCIAL INFORMATION
Item 1.   Financial Statements
TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2012 and September 30, 2011
(Dollars in thousands, except per share amounts)
(Unaudited) 
   
June 30,
   
September 30,
 
   
2012
   
2011
 
Assets
           
Cash and cash equivalents:
           
     Cash and due from financial institutions
  $ 12,489     $ 11,455  
     Interest-bearing deposits in banks
    80,499       100,610  
     Total cash and cash equivalents
    92,988       112,065  
                 
Certificates of deposit (“CDs”) held for investment (at cost which
     approximates fair value)
    22,781       18,659  
Mortgage-backed securities (“MBS”) and other investments - held to
     maturity, at amortized cost (estimated fair value $3,651 and $4,229)
    3,503       4,145  
MBS and other investments - available for sale
    5,113       6,717  
Federal Home Loan Bank of Seattle (“FHLB”) stock
    5,705       5,705  
                 
Loans receivable
    544,708       535,926  
Loans held for sale
    4,064       4,044  
Less: Allowance for loan losses
    (11,603 )     (11,946 )
     Net loans receivable
    537,169       528,024  
                 
Premises and equipment, net
    17,723       17,390  
Other real estate owned (“OREO”) and other repossessed assets, net
    9,997       10,811  
Accrued interest receivable
    2,161       2,411  
Bank owned life insurance (“BOLI”)
    16,374       15,917  
Goodwill
    5,650       5,650  
Core deposit intangible (“CDI”)
    286       397  
Mortgage servicing rights (“MSRs”), net
    2,150       2,108  
Prepaid Federal Deposit Insurance Corporation (“FDIC”) insurance
     assessment
    1,415       2,103  
Other assets
    6,121       6,122  
     Total assets
  $ 729,136     $ 738,224  
                 
Liabilities and shareholders’ equity
               
Liabilities:
               
Deposits: Non-interest-bearing demand
  $ 70,004     $ 64,494  
Deposits: Interest-bearing
    520,362       528,184  
     Total deposits
    590,366       592,678  
                 
FHLB advances
    45,000       55,000  
Repurchase agreements
    826       729  
Other liabilities and accrued expenses
    3,669       3,612  
     Total liabilities
    639,861       652,019  
                 
Shareholders’ equity
               
Preferred stock, $.01 par value; 1,000,000 shares authorized;
   16,641 shares, Series A, issued and outstanding;
   $1,000 per share liquidation value
      16,168         15,989  
Common stock, $.01 par value; 50,000,000 shares authorized;
   7,045,036 shares issued and outstanding
    10,500       10,457  
Unearned shares - Employee Stock Ownership Plan (“ESOP”)
    (1,785 )     (1,983 )
Retained earnings
    64,905       62,270  
Accumulated other comprehensive loss
    (513 )     (528 )
     Total shareholders’ equity
    89,275       86,205  
     Total liabilities and shareholders’ equity
  $ 729,136     $ 738,224  
See notes to unaudited condensed consolidated financial statements

 
3

 


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and nine months ended June 30, 2012 and 2011
(Dollars in thousands, except per share amounts)
(Unaudited)

   
Three Months Ended June 30,
 
Nine Months Ended June 30,
   
2012
2011
 
2012
2011
Interest and dividend income
           
             
     Loans receivable
 
$7,842
$8,192
 
$23,254
$24,966
     MBS and other investments
 
89
141
 
323
486
     Dividends from mutual funds
 
6
8
 
26
23
     Interest-bearing deposits in banks
 
82
90
 
252
260
     Total interest and dividend income
 
8,019
8,431
 
23,855
25,735
             
Interest expense
           
             
     Deposits
 
925
1,463
 
3,128
4,805
     FHLB advances
 
466
556
 
1,525
1,835
     Total interest expense
 
1,391
2,019
 
4,653
6,640
             
     Net interest income
 
6,628
6,412
 
19,202
19,095
             
Provision for loan losses
 
900
3,400
 
2,600
5,000
             
     Net interest income after provision for loan
           
         losses
 
5,728
3,012
 
16,602
14,095
             
Non-interest income
           
             
     Other than temporary impairment (“OTTI”)
           
       on MBS and other investments
 
(60)
(70)
 
(182)
(224)
     Adjustment for portion recorded as  transferred from other
           
       comprehensive income (loss) before taxes
 
23
(95)
 
(8)
(112)
         Net OTTI on MBS and other investments
 
(37)
(165)
 
(190)
(336)
             
     Realized losses on MBS and other investments
 
                    --
--
 
--
(2)
     Gain on sales of MBS and other investments
 
2
--
 
22
79
     Service charges on deposits
 
955
993
 
2,815
2,875
     ATM and debit card interchange transaction fees
 
564
515
 
1,621
1,384
     BOLI net earnings
 
146
121
 
457
361
     Gain on sales of loans, net
 
567
247
 
1,722
1,214
     Escrow fees
 
30
16
 
79
55
     Valuation recovery (allowance) on MSRs
 
(82)
(137)
 
144
703
     Fee income from non-deposit investment sales
 
20
25
 
58
73
     Other
 
176
146
 
550
414
     Total non-interest income, net
 
2,341
1,761
 
7,278
6,820




See notes to unaudited condensed consolidated financial statements

 
 
 
4

 
 
 
TIMBERLAND BANCORP, INC. AND SUBSIDIARY
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
For the three and nine months ended June 30, 2012 and 2011
(Dollars in thousands, except per share amounts)
(Unaudited)

   
Three Months Ended June 30,
 
Nine Months Ended June 30,
   
2012
2011
 
2012
2011
Non-interest expense
           
             
     Salaries and employee benefits
 
$ 3,006
$ 3,150
 
$ 8,989
$ 9,393
     Premises and equipment
 
647
640
 
1,979
1,967
     Advertising
 
173
235
 
553
604
     OREO and other repossessed assets, net
 
363
496
 
1,299
930
     ATM expenses
 
206
203
 
598
583
     Postage and courier
 
124
139
 
381
400
     Amortization of CDI
 
37
42
 
111
125
     State and local taxes
 
159
155
 
460
475
     Professional fees
 
217
190
 
628
567
     FDIC insurance
 
237
248
 
703
919
     Other insurance
 
51
56
 
161
299
     Loan administration and foreclosure
 
82
345
 
615
711
     Data processing and telecommunications
 
303
285
 
918
847
     Deposit operations
 
177
202
 
593
447
     Other
 
315
396
 
903
1,069
     Total non-interest expense
 
6,097
6,782
 
18,891
19,336
             
Income (loss) before federal and state income
           
   taxes
 
1,972
(2,009)
 
4,989
1,579
             
Provision (benefit) for federal and state income
           
   taxes
 
624
(729)
 
1,551
417
             
     Net income (loss)
 
1,348
(1,280)
 
3,438
1,162
             
Preferred stock dividends
 
(208)
(208)
 
(624)
(624)
Preferred stock discount accretion
 
(61)
(57)
 
(179)
(168)
             
Net income (loss) to common shareholders
 
$   1,079
$ (1,545)
 
$ 2,635
$   370
             
Net income (loss) per common share
           
     Basic
 
$ 0.16
$ (0.23)
 
$  0.39
$  0.05
     Diluted
 
$ 0.16
$ (0.23)
 
$  0.39
$  0.05
             
Weighted average common shares outstanding
           
     Basic
 
6,780,516
6,745,250
 
6,780,516
6,745,250
     Diluted
 
6,780,516
6,745,250
 
6,780,516
6,745,487



See notes to unaudited condensed consolidated financial statements

 
5

 


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For the three and nine months ended June 30, 2012 and 2011
(In thousands)
(Unaudited)
 
 
   
Three Months Ended June 30,
 
Nine Months Ended June 30,
   
2012
2011
 
2012
2011
Comprehensive income (loss):
           
     Net income (loss)
 
$  1,348
$ (1,280)
 
$ 3,438
$ 1,162
     Unrealized holding gain (loss) on securities
           
        available for sale, net of tax
 
39
50
 
(17)
2
     Change in OTTI on securities held to maturity,
        net of tax:
           
            Additions
 
--
(9)
 
(27)
(65)
            Additional amount recognized related to
               credit loss for which OTTI was previously
           
               recognized
 
5
5
 
1
15
            Amount reclassified to credit loss for
           
               previously recorded market loss
 
10
67
 
21
124
     Accretion of OTTI securities held to maturity,
           
        net of tax
 
11
8
 
37
27
             
Total comprehensive income (loss)
 
$   1,413
$ (1,159)
 
$ 3,453
$ 1,265




See notes to unaudited condensed consolidated financial statements


 
6

 


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the nine months ended June 30, 2012 and the year ended September 30, 2011
(Dollars in thousands)
(Unaudited)
                                                                                  
 
Number of Shares
 
Amount
 
Unearned
     
Accumulated
Other
Compre-
   
 
Preferred
Stock
 
Common
Stock
 
Preferred
Stock
 
Common
Stock
 
Shares
ESOP
 
Retained
Earnings
 
hensive
Loss
 
 
Total
                               
Balance, September 30, 2010
16,641
 
7,045,036
 
$15,764
 
$10,377
 
$(2,247)
 
$62,238
 
$(724)
 
$85,408
                               
Net income
--
 
--
 
--
 
--
 
--
 
1,089
 
--
 
1,089
Accretion of preferred stock discount
--
 
--
 
225
 
--
 
--
 
(225)
 
--
 
--
5% preferred stock dividend
--
 
--
 
--
 
--
 
--
 
(832)
 
--
 
(832)
Earned ESOP shares
--
 
--
 
--
 
(61)
 
264
 
--
 
--
 
203
MRDP (1) compensation expense
--
 
--
 
--
 
134
 
--
 
--
 
--
 
134
Stock option compensation expense
--
 
--
 
--
 
7
 
--
 
--
 
--
 
7
Unrealized holding gain on securities
       available for sale, net of tax
--
 
--
 
--
 
--
 
--
 
--
 
14
 
14
Change in OTTI on securities
       held to maturity, net of tax
--
 
--
 
--
 
--
 
--
 
--
 
139
 
139
Accretion of OTTI on securities
       held to maturity, net of tax
--
 
--
 
--
 
--
 
--
 
--
 
43
 
43
                               
Balance, September 30, 2011
16,641
 
7,045,036
 
15,989
 
10,457
 
(1,983)
 
62,270
 
(528)
 
86,205
                               
Net income
--
 
--
 
--
 
--
 
--
 
3,438
 
--
 
3,438
Accretion of preferred stock discount
--
 
--
 
179
 
--
 
--
 
(179)
 
--
 
--
5% preferred stock dividend
--
 
--
 
--
 
--
 
--
 
(624)
 
--
 
(624)
Earned ESOP shares
--
 
--
 
--
 
(53)
 
198
 
--
 
--
 
145
MRDP  compensation expense
--
 
--
 
--
 
85
 
--
 
--
 
--
 
85
Stock option compensation expense
--
 
--
 
--
 
11
 
--
 
--
 
--
 
11
Unrealized holding loss on securities
       available for sale, net of tax
--
 
--
 
--
 
--
 
--
 
--
 
(17)
 
(17)
Change in OTTI on securities
       held to maturity, net of tax
--
 
--
 
--
 
--
 
--
 
--
 
(5)
 
(5)
Accretion of OTTI on securities
       held to maturity, net of tax
           
--
 
--
 
--
 
37
 
37
                               
Balance, June 30, 2012
16,641
 
7,045,036
 
$16,168
 
$10,500
 
$(1,785)
 
$64,905
 
$(513)
 
$89,275
__________________________
(1) 1998 Management Recognition and Development Plan (“MRDP”).


See notes to unaudited condensed consolidated financial statements

 
7

 

TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended June 30, 2012 and 2011
(Dollars in thousands)
(Unaudited)
   
Nine Months Ended June 30,
   
2012
2011
Cash flows from operating activities
     
Net income
 
$   3,438
$   1,162
Adjustments to reconcile net income to net cash provided by
   operating activities:
     
       Provision for loan losses
 
2,600
5,000
       Depreciation
 
684
743
       Deferred federal income taxes
 
366
(412)
       Amortization of CDI
 
111
125
       Earned ESOP shares
 
198
198
       MRDP compensation expense
 
85
129
       Stock option compensation expense
 
11
5
       Loss (gain) on sales of OREO and other repossessed assets, net
 
290
(527)
       Provision for OREO losses
 
609
973
       Loss on disposition of premises and equipment
 
--
3
       BOLI net earnings
 
(457)
(361)
       Gain on sales of loans, net
 
(1,722)
(1,214)
       Decrease in deferred loan origination fees
 
(181)
(241)
       Net OTTI on MBS and other investments
 
190
336
       Gain on sales of MBS and other investments
 
(22)
(79)
       Realized losses on held to maturity securities
 
--
2
       Valuation recovery on MSRs
 
(144)
(703)
       Loans originated for sale
 
(67,112)
(44,266)
       Proceeds from sales of loans
 
68,814
47,684
       Increase (decrease) in other assets, net
 
622
(15)
       Increase in other liabilities and accrued expenses, net
 
433
177
Net cash provided by operating activities
 
8,813
8,719
       
Cash flows from investing activities
     
Net increase in CDs held for investment
 
(4,122)
(40)
Proceeds from maturities and prepayments of MBS and other
       investments available for sale
 
 
829
 
1,248
Proceeds from maturities and prepayments of MBS and other
       investments held to maturity
 
 
574
 
697
Proceeds from sales of MBS and other investments
 
743
2,272
Increase in loans receivable, net
 
(12,676)
(3,476)
Additions to premises and equipment
 
(1,017)
(344)
Proceeds from sales of OREO and other repossessed assets
 
1,047
2,883
Net cash (used in) provided by investing activities
 
(14,622)
3,240
       
Cash flows from financing activities
     
(Decrease) increase in deposits, net
 
(2,312)
10,629
Repayment of FHLB advances
 
(10,000)
(20,000)
Increase (decrease) in repurchase agreements
 
97
(24)
ESOP tax effect
 
(53)
(47)
Dividends paid
 
(1,000)
- -
Net cash used in financing activities
 
(13,268)
(9,442)


See notes to unaudited condensed consolidated financial statements

 
8

 


TIMBERLAND BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
For the nine months ended June 30, 2012 and 2011
(Dollars in thousands)
(Unaudited)

   
Nine Months Ended June 30,
   
2012
2011
       
Net (decrease) increase in cash and cash equivalents
 
$  (19,077)
$      2,517
Cash and cash equivalents
     
       Beginning of period
 
112,065
111,786
       End of period
 
$    92,988
$  114,303
       
Supplemental disclosure of cash flow information
     
       Income taxes paid
 
$   1,463
$   2,097
       Interest paid
 
4,770
6,786
       
Supplemental disclosure of non-cash investing activities
     
       Loans transferred to OREO and other repossessed assets
 
$   4,906
$   4,344
       Loans originated to facilitate the sale of OREO
 
3,744
1,538
 
 

See notes to unaudited condensed consolidated financial statements

 
9

 
Timberland Bancorp, Inc. and Subsidiary
Notes to Unaudited Condensed Consolidated Financial Statements

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)  Basis of Presentation:  The accompanying unaudited condensed consolidated financial statements for Timberland Bancorp, Inc. (“Company”) were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of 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 condensed consolidated financial statements have been included.  All such adjustments are of a normal recurring nature. The unaudited condensed 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, 2011 (“2011 Form 10-K”).  The unaudited condensed consolidated results of operations for the nine months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the entire fiscal year ending September 30, 2012.

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

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

(d)  The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

(e)  Certain prior period amounts have been reclassified to conform to the June 30, 2012 presentation with no change to net income or total shareholders’ equity previously reported.

(2) REGULATORY MATTERS
In December 2009, the FDIC and the Washington State Department of Financial Institutions, Division of Banks (“Division”) determined that the Bank required supervisory attention and, on December 29, 2009, entered into an agreement on a Memorandum of Understanding with the Bank (“Bank MOU”).  Under the Bank MOU, the Bank must, among other things, maintain Tier 1 Capital of not less than 10.0% of the Bank’s adjusted total assets and maintain capital ratios above the “well capitalized” thresholds as defined under FDIC Rules and Regulations; obtain the prior consent from the FDIC and the Division prior to the Bank declaring a dividend to its holding company; and not engage in any transactions that would materially change the Bank’s balance sheet composition including growth in total assets of five percent or more or significant changes in funding sources without the prior non-objection of the FDIC.

In addition, on February 1, 2010, the Federal Reserve Bank of San Francisco (“FRB”) determined that the Company required additional supervisory attention and entered into a Memorandum of Understanding with the Company (“Company MOU”).  Under the Company MOU, the Company must, among other things, obtain prior written approval or non-objection from the FRB to declare or pay any dividends, or make any other capital distributions; issue any trust preferred securities; or purchase or redeem any of its stock. The FRB has denied the Company’s requests to pay certain quarterly cash dividends on its Series A Preferred Stock issued under the U.S. Treasury Department’s Capital Purchase Program (“CPP”) since May 2010.  For additional information on the CPP, see Note 3 below entitled “U.S Treasury Department’s Capital Purchase Program.”

(3) U.S. TREASURY DEPARTMENT’S CAPITAL PURCHASE PROGRAM
On December 23, 2008, the Company received $16.64 million from the U.S. Treasury Department (“Treasury”) as a part of the Treasury’s CPP,  which was established as part of the Troubled Asset Relief Program (“TARP”).  The Company sold 16,641 shares of senior preferred stock with a related warrant to purchase 370,899 shares of the Company’s common
 
 
 
 
10

 
 
 
stock at a price of $6.73 per share at any time through December 23, 2018.  The preferred stock pays a 5.0% dividend for the first five years, after which the rate increases to 9.0% if the preferred shares are not redeemed by the Company.

Preferred stock is initially recorded at the amount of proceeds received.  Any discount from the liquidation value is accreted to the expected call date and charged to retained earnings.  This accretion is recorded using the level-yield method.  Preferred dividends paid (or accrued) and any accretion is deducted from (or added to) net income (loss) for computing net income (loss) to common shareholders and net income (loss) per share computations.

Under the Company MOU, the Company must, among other things, obtain prior written approval or non-objection from the FRB to declare or pay any dividends.  The FRB has denied the Company’s requests to pay certain dividends on its Series A Preferred Stock issued under the CPP since May 2010.  The Company did, however, receive approval from the FRB during the quarter ended June 30, 2012 to pay $1.00 million in dividends and interest accrued on missed dividend payments to the Treasury.  As a result of not receiving permission from the FRB to pay all dividends, the Company had not made five quarterly dividend payments (four full payments and one partial payment) totaling $900,000 at June 30, 2012.  There can be no assurances that the FRB will approve such payments or dividends in the future.  The Company has applied to the FRB for permission to pay the remaining accrued dividends, interest on the accrued dividends and to pay the dividend due on August 15, 2012.  The Company may not declare or pay dividends on its common stock or, with certain exceptions, repurchase common stock without first having paid all cumulative preferred dividends that are due.  If dividends on the Series A Preferred Stock have not been paid for at least six quarters, the Treasury has the right to appoint two members to the Company’s Board of Directors.

(4) MBS AND OTHER INVESTMENTS
MBS and other investments have been classified according to management’s intent and are as follows as of June 30, 2012 and September 30, 2011 (dollars in thousands):
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Estimated
Fair Value
 
June 30, 2012
                       
Held to Maturity
                       
    MBS:
                       
          U.S. government agencies
  $ 1,577     $ 40     $ (5 )   $ 1,612  
          Private label residential
    1,899       212       (102 )     2,009  
    U.S. agency securities
    27       3       --       30  
      Total
  $ 3,503     $ 255     $ (107 )   $ 3,651  
                                 
Available for Sale
                               
    MBS:
                               
          U.S. government agencies
  $ 2,995     $ 145     $ --     $ 3,140  
          Private label residential
    1,050       56       (138 )     968  
    Mutual funds
    1,000       5       --       1,005  
       Total
  $ 5,045     $ 206     $ (138 )   $ 5,113  
                                 
September 30, 2011
                               
Held to Maturity
                               
    MBS:
                               
          U.S. government agencies
  $ 1,831     $ 45     $ (4 )   $ 1,872  
          Private label residential
    2,287       311       (271 )     2,327  
    U.S. agency securities
    27       3       --       30  
      Total
  $ 4,145     $ 359     $ (275 )   $ 4,229  
                                 
Available for Sale
                               
    MBS:
                               
          U.S. government agencies
  $ 4,395     $ 188     $ --     $ 4,583  
          Private label residential
    1,227       59       (152 )     1,134  
    Mutual funds
    1,000       --       --       1,000  
       Total
  $ 6,622     $ 247     $ (152 )   $ 6,717  


 
11

 

The estimated fair value of temporarily impaired securities, the amount of unrealized losses and the length of time these unrealized losses existed as of June 30, 2012 are as follows (dollars in thousands):

   
Less Than 12 Months
   
12 Months or Longer
   
Total
 
   
Estimated
Fair
Value
   
Gross
Unrealized
Losses
   
Estimated
Fair
Value
   
Gross
Unrealized
Losses
   
Estimated
Fair
Value
   
Gross
Unrealized
Losses
 
Held to Maturity
   MBS:
                                   
       U.S. government agencies
  $ - -     $ - -     $ 266     $ (5 )   $ 266     $ (5 )
       Private label residential
    92       (7 )     787       (95 )     879       (102 )
     Total
  $ 92     $ (7 )   $ 1,053     $ (100 )   $ 1,145     $ (107 )
                                                 
Available for Sale
 
                                               
   MBS:
                                               
       U.S. government agencies
  $ - -     $ - -     $ - -     $ - -     $ - -     $ - -  
       Private label residential
    - -       - -       660       (138 )     660       (138 )
   Mutual funds
    - -       - -       - -       - -       - -       - -  
     Total
  $ - -     $ - -     $ 660     $ (138 )   $ 660     $ (138 )
                                                 

During the three months ended June 30, 2012 and 2011, the Company recorded net OTTI charges through earnings on residential MBS of $37,000 and $165,000, respectively. During the nine months ended June 30, 2012 and 2011, the Company recorded net OTTI charges through earnings on residential MBS of $190,000 and $336,000, respectively.  The Company provides for the bifurcation of OTTI into (i) amounts related to credit losses which are recognized through earnings, and (ii) 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 each 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 and prepayment speeds included in third-party analytic reports.  Significant judgment by management is required in this analysis that includes, but is not limited to, assumptions regarding the collectability of principal and interest, net of related expenses, on the underlying loans.  The following table presents a summary of the significant inputs utilized to measure management’s estimate of the credit loss component on OTTI securities as of June 30, 2012 and September 30, 2011:

   
Range
   
Weighted
 
   
Minimum
   
Maximum
   
Average
 
At June 30, 2012
                 
Constant prepayment rate
    6.00 %     15.00 %     8.80 %
Collateral default rate
    0.85 %     25.67 %     9.20 %
Loss severity rate
    24.74 %     69.60 %     50.10 %
                         
At September 30, 2011
                       
Constant prepayment rate
    6.00 %     15.00 %     10.71 %
Collateral default rate
    0.43 %     24.23 %     8.03 %
Loss severity rate
    11.93 %     64.54 %     39.22 %




 
12

 

The following tables present the OTTI for the three and nine months ended June 30, 2012 and 2011 (dollars in thousands):

 
Three Months Ended
June 30, 2012
   
Three Months Ended
June 30, 2011
 
Held To
Maturity
 
Available
For Sale
   
Held To
Maturity
 
Available
For Sale
Total OTTI
$    60
 
$    - -
   
$      41
 
$   29
Portion of OTTI recognized in other
   comprehensive (income) loss (before income           
   taxes) (1)
23
 
- -
   
(95)
 
- -
Net OTTI recognized in earnings (2)
$    37
 
$    - -
   
$    136
 
$   29
                 
 
Nine Months Ended
June 30, 2012
   
Nine Months Ended
June 30, 2011
 
Held To
Maturity
 
Available
For Sale
   
Held To
Maturity
 
Available
For Sale
Total OTTI
$  139
 
$  43
   
$  194
 
$   30
Portion of OTTI recognized in other
   comprehensive (income) loss (before income
   taxes) (1)
(8)
 
- -
   
(112)
 
- -
Net OTTI recognized in earnings (2)
$  147
 
$  43
   
$  306
 
$   30
________________________
(1)  
Represents OTTI related to all other factors.
(2)  
Represents OTTI related to credit losses.

The following table presents a roll-forward of the credit loss component of held to maturity and available for sale debt securities that have been written down for OTTI with the credit loss component recognized in earnings and the remaining impairment loss related to all other factors recognized in other comprehensive income for the nine months ended June 30, 2012 and 2011 (in thousands):

   
Nine Months Ended June 30,
 
   
2012
   
2011
 
Beginning balance of credit loss
  $ 3,361     $ 4,725  
Additions:
               
       Credit losses for which OTTI was
          not previously recognized
    81       53  
       Additional increases to the amount
          related to credit loss for which OTTI
          was previously recognized
    109       283  
Subtractions:
               
       Realized losses previously recorded
          as credit losses
    (661 )     (1,390 )
Ending balance of credit loss
  $ 2,890     $ 3,671  

There was a gross realized gain on sales of securities for the three and nine months ended June 30, 2012 of $2,000 and $22,000, respectively. There were no gross realized gains on sales of securities for the three months ended June 30, 2011. There was a gross realized gain on sale of securities for the nine months ended June 30, 2011 of $79,000. During the three months ended June 30, 2012, the Company recorded a $242,000 realized loss (as a result of the securities being deemed worthless) on 19 held to maturity residential MBS and one available for sale residential MBS, of which the entire amount had been recognized previously as a credit loss.  During the nine months ended June 30, 2012, the Company recorded a $661,000 realized loss on 24 held to maturity residential MBS and one available for sale residential MBS, of which the entire amount had been recognized previously as a credit loss. During the three months ended June 30, 2011, the
 
 
 
13

 
 
 
Company recorded a $509,000 realized loss (as a result of the securities being deemed worthless) on 22 held to maturity residential MBS and one available for sale residential MBS, of which the entire amount had been recognized previously as a credit loss.  During the nine months ended June 30, 2011, the Company recorded a $1.392 million realized loss on 23 held to maturity residential MBS and one available for sale residential MBS, of which $1.390 million had been recognized previously as a credit loss.

The amortized cost of residential MBS and agency securities pledged as collateral for public fund deposits, federal treasury tax and loan deposits, FHLB collateral, retail repurchase agreements and other non-profit organization deposits totaled $5.95 million and $7.77 million at June 30, 2012 and September 30, 2011, respectively.

The contractual maturities of debt securities at June 30, 2012 are as follows (dollars in thousands).  Expected maturities may differ from scheduled maturities as a result of the prepayment of principal or call provisions.

   
Held to Maturity
   
Available for Sale
 
   
Amortized
Cost
   
Estimated
Fair
Value
   
Amortized
Cost
   
Estimated
Fair
Value
 
Due within one year
  $ 15     $ 16     $ --     $ --  
Due after one year to five years
    9       9       72       76  
Due after five to ten years
    30       32       --       - -  
Due after ten years
    3,449       3,594       3,973       4,032  
       Total
  $ 3,503     $ 3,651     $ 4,045     $ 4,108  

(5) GOODWILL
During the quarter ended June 30, 2012, the Company engaged a third party firm to perform the annual test for goodwill impairment.  The test concluded that recorded goodwill was not impaired.  No assurances can be given, however, that the Company will not record an impairment loss on goodwill in the future.




 
14

 

(6) LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

Loans receivable and loans held for sale consisted of the following at June 30, 2012 and September 30, 2011 (dollars in thousands):
 
   
June 30,
2012
   
September 30,
2011
 
   
Amount
   
Percent
   
Amount
   
Percent
 
Mortgage loans:
                       
     One- to four-family (1)
  $ 109,624       19.5 %   $ 114,680       20.5 %
     Multi-family
    38,146       6.8       30,982       5.5  
     Commercial
    258,545       45.9       246,037       43.9  
     Construction and land development
    48,639       8.7       52,484       9.4  
     Land
    41,273       7.3       49,236       8.8  
         Total mortgage loans
    496,227       88.2       493,419       88.1  
                                 
Consumer loans:
                               
     Home equity and second mortgage
    34,080       6.1       36,008       6.4  
     Other
    6,413       1.1       8,240       1.5  
        Total consumer loans
    40,493       7.2       44,248       7.9  
                                 
Commercial business loans
    26,052       4.6       22,510       4.0  
                                 
        Total loans receivable
    562,772       100.0 %     560,177       100.0 %
                                 
Less:
                               
     Undisbursed portion of construction
             loans in process
    (12,239 )             (18,265 )        
     Deferred loan origination fees
    (1,761 )             (1,942 )        
     Allowance for loan losses
    (11,603 )             (11,946 )        
                                 
        Total loans receivable, net
  $ 537,169             $ 528,024          
_________________________
(1)    Includes loans held for sale.

Construction and Land Development Loan Portfolio Composition
The following table sets forth the composition of the Company’s construction and land development loan portfolio at June 30, 2012 and September 30, 2011 (dollars in thousands):

   
June 30,
2012
   
September 30,
2011
 
   
Amount
   
Percent
   
Amount
   
Percent
 
Custom and owner/builder
  $ 27,643       56.8 %   $ 26,205       49.9 %
Speculative one- to four-family
    2,122       4.4       1,919       3.7  
Commercial real estate
    17,920       36.8       12,863       24.5  
Multi-family
   (including condominiums)
    345       0.7       9,322       17.8  
Land development
    609       1.3       2,175       4.1  
   Total construction and
      land development loans
  $ 48,639       100.0 %   $ 52,484       100.0 %



 
15

 
Allowance for Loan Losses
The following tables set forth information for the three and nine months ended June 30, 2012 and June 30, 2011 regarding activity in the allowance for loan losses (dollars in thousands):

   
For the Three Months Ended June 30, 2012
 
   
Beginning
Allowance
   
Provision
/(Credit)
   
Charge-
offs
   
Recoveries
   
Ending
Allowance
 
Mortgage loans:
                             
   One-to four-family
  $ 931     $ (10 )   $ 92     $ 3     $ 832  
   Multi-family
    1,288       (116 )     3       3       1,172  
   Commercial
    3,737       1,104       288       --       4,553  
   Construction – custom and owner / builder
    267       160       --       --       427  
   Construction – speculative one- to four-family
    171       (64 )     --       --       107  
   Construction – commercial
    861       139       622       --       378  
   Construction – multi-family
    504       (480 )     24       --       --  
   Construction – land development
    95       (86 )     9       --       --  
   Land
    2,737       406       526       1       2,618  
Consumer loans:
                                       
   Home equity and second mortgage
    431       91       14       14       522  
   Other
    353       15       4       --       364  
Commercial business loans
    889       (259 )     --       --       630  
   Total
  $ 12,264     $ 900     $ 1,582     $ 21     $ 11,603  


   
For the Nine Months Ended June 30, 2012
 
   
Beginning
Allowance
   
Provision
/(Credit)
   
Charge-
offs
   
Recoveries
   
Ending
Allowance
 
Mortgage loans:
                             
   One-to four-family
  $ 760     $ 279     $ 211     $ 4     $ 832  
   Multi-family
    1,076       96       3       3       1,172  
   Commercial
    4,035       1,314       796       --       4,553  
   Construction – custom and owner / builder
    222       205       --       --       427  
   Construction – speculative one- to four-family
    169       (63 )     --       1       107  
   Construction – commercial
    794       206       622       --       378  
   Construction – multi-family
    354       (780 )     24       450       --  
   Construction – land development
    79       160       239       --       --  
   Land
    2,795       801       1,058       80       2,618  
Consumer loans:
                                       
   Home equity and second mortgage
    460       166       118       14       522  
   Other
    415       (27 )     24       --       364  
Commercial business loans
    787       243       401       1       630  
   Total
  $ 11,946     $ 2,600     $ 3,496     $ 553     $ 11,603  

 
16

 



   
For the Three Months Ended June 30, 2011
 
   
Beginning
Allowance
   
Provision
/(Credit)
   
Charge-
offs
   
Recoveries
   
Ending
Allowance
 
Mortgage loans:
                             
   One-to four-family
  $ 738     $ 250     $ 172     $ 1     $ 817  
   Multi-family
    1,016       88       --       11       1,115  
   Commercial
    4,179       (343 )     --       4       3,840  
   Construction – custom and owner / builder
    346       (92 )     --       --       254  
   Construction – speculative one- to four-family
    260       (63 )     --       --       197  
   Construction – commercial
    179       2,282       1,444       --       1,017  
   Construction – multi-family
    263       (125 )     --       --       138  
   Construction – land development
    28       667       667       --       28  
   Land
    3,254       790       1,147       6       2,903  
Consumer loans:
                                       
   Home equity and second mortgage
    505       (52 )     --       --       453  
   Other
    436       (8 )     --       --       428  
Commercial business loans
    594       6       --       --       600  
   Total
  $ 11,798     $ 3,400     $ 3,430     $ 22     $ 11,790  


   
For the Nine Months Ended June 30, 2011
 
   
Beginning
Allowance
   
Provision
/(Credit)
   
Charge-
offs
   
Recoveries
   
Ending
Allowance
 
Mortgage loans:
                             
   One-to four-family
  $ 530     $ 543     $ 405     $ 149     $ 817  
   Multi-family
    393       692       --       30       1,115  
   Commercial
    3,173       609       47       105       3,840  
   Construction – custom and owner / builder
    481       (227 )     --       --       254  
   Construction – speculative one- to four-family
    414       (177 )     40       --       197  
   Construction – commercial
    245       2,216       1,444       --       1,017  
   Construction – multi-family
    245       (107 )     --       --       138  
   Construction – land development
    240       938       1,150       --       28  
   Land
    3,709       709       1,560       45       2,903  
Consumer loans:
                                       
   Home equity and second mortgage
    922       (362 )     114       7       453  
   Other
    451       5       30       2       428  
Commercial business loans
    461       161       22       --       600  
   Total
  $ 11,264     $ 5,000     $ 4,812     $ 338     $ 11,790  





 
17

 



The following table presents information on the loans evaluated individually for impairment and collectively evaluated for impairment in the allowance for loan losses at June 30, 2012 and September 30, 2011 (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, 2012
                                   
Mortgage loans:
                                   
   One- to four-family
  $ 261     $ 571     $ 832     $ 4,032     $ 105,592     $ 109,624  
   Multi-family
    784       388       1,172       6,899       31,247       38,146  
   Commercial
    679       3,874       4,553       21,218       237,327       258,545  
   Construction – custom and owner /
      builder
    19       408       427       312       18,566       18,878  
   Construction – speculative one- to
      four-family
    24       83       107       700       770       1,470  
   Construction – commercial
    --       378       378       --       15,098       15,098  
   Construction –  multi-family
    --       --       --       345       --       345  
   Construction – land development
    --       --       --       609       --       609  
   Land
    818       1,800       2,618       9,511       31,762       41,273  
 Consumer loans:
                                               
   Home equity and second mortgage
    105       417       522       1,078       33,002       34,080  
   Other
    --       364       364       9       6,404       6,413  
 Commercial business loans
    --       630       630       30       26,022       26,052  
   Total
  $ 2,690     $ 8,913     $ 11,603     $ 44,743     $ 505,790     $ 550,533  
September 30, 2011
                                               
Mortgage loans:
                                               
   One- to four-family
  $ 45     $ 715     $ 760     $ 3,701     $ 110,979     $ 114,680  
   Multi-family
    632       444       1,076       5,482       25,500       30,982  
   Commercial
    255       3,780       4,035       19,322       226,715       246,037  
   Construction – custom and owner /
      builder
    11       211       222       320       16,777       17,097  
   Construction – speculative one- to
      four-family
    37       132       169       700       906       1,606  
   Construction – commercial
    738       56       794       5,435       2,479       7,914  
   Construction – multi-family
    --       354       354       632       4,867       5,499  
   Construction – land development
    --       79       79       1,882       221       2,103  
   Land
    560       2,235       2,795       9,997       39,239       49,236  
Consumer loans:
                                               
   Home equity and second mortgage
    10       450       460       1,014       34,994       36,008  
   Other
    1       414       415       1       8,239       8,240  
Commercial business loans
    --       787       787       44       22,466       22,510  
   Total
  $ 2,289     $ 9,657     $ 11,946     $ 48,530     $ 493,382     $ 541,912  

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.
 
 
 
18

 

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

Special Mention: Special mention loans are defined as those loans deemed by management to have some potential weaknesses that deserve management’s close attention.  If left uncorrected, these potential weaknesses may result in the deterioration of the payment prospects of the loan.  Assets in this category do not expose the Company to sufficient risk to warrant a substandard classification.

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

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

The following table lists the loan credit risk grades utilized by the Company that serve as credit quality indicators.  Each of the credit risk loan grades include high and low factors associated with their classification that are utilized to calculate the aggregate ranges of the allowance for loan losses at June 30, 2012 and September 30, 2011 (dollars in thousands):


June 30, 2012
 
Loan Grades
       
   
Pass
   
Watch
   
Special
Mention
   
Substandard
   
Total
 
Mortgage loans:
                             
   One- to four-family
  $ 98,081     $ 4,025     $ 3,746     $ 3,772     $ 109,624  
   Multi-family
    26,310       89       10,114       1,633       38,146  
   Commercial
    228,330       1,472       7,530       21,213       258,545  
   Construction – custom and owner / builder
    16,135       --       2,431       312       18,878  
   Construction – speculative one- to four-family
    227       242       700       301       1,470  
   Construction – commercial
    15,098       --       --       --       15,098  
   Construction – multi-family
    --       --       --       345       345  
   Construction – land development
    --       --       --       609       609  
   Land
    23,714       5,738       2,281       9,540       41,273  
Consumer loans:
                                       
   Home equity and second mortgage
    30,702       884       1,200       1,294       34,080  
   Other
    6,359       45       --       9       6,413  
   Commercial business loans
    22,550       2,630       117       755       26,052  
        Total
  $ 467,506     $ 15,125     $ 28,119     $ 39,783     $ 550,533  
                                         
September 30, 2011
                                       
                                         
Mortgage loans:
                                       
   One- to four-family
  $ 100,159     $ 6,131     $ 2,450     $ 5,940     $ 114,680  
   Multi-family
    19,279       199       10,380       1,124       30,982  
   Commercial
    212,898       1,042       6,320       25,777       246,037  
   Construction – custom and owner / builder
    16,522       255       --       320       17,097  
   Construction – speculative one- to four-family
    323       --       700       583       1,606  
   Construction – commercial
    2,479       --       --       5,435       7,914  
   Construction – multi-family
    4,115       --       752       632       5,499  
   Construction – land development
    83       --       --       2,020       2,103  
   Land
    26,825       6,604       5,084       10,723       49,236  
Consumer loans:
                                       
   Home equity and second mortgage
    32,389       901       1,513       1,205       36,008  
   Other
    8,179       50       --       11       8,240  
   Commercial business loans
    19,060       20       220       3,210       22,510  
       Total
  $ 442,311     $ 15,202     $ 27,419     $ 56,980     $ 541,912  
                                         



 
19

 


The following tables present an age analysis of past due status of loans by category at June 30, 2012 and September 30, 2011 (dollars in thousands):

   
30–59
Days
Past Due
 
60-89
Days Past
Due
 
Non-
Accrual
 
Past Due
90 Days
or More
and Still
Accruing
 
Total
Past Due
 
Current
 
Total
Loans
June 30, 2012
                           
Mortgage loans:
                           
   One- to four-family
 
$  963
 
$355
 
$   2,123
 
$         --
 
$   3,441
 
$106,183
 
$109,624
   Multi-family
 
--
 
--
 
1,449
 
--
 
1,449
 
36,697
 
38,146
   Commercial
 
6,626
 
412
 
9,099
 
6
 
16,143
 
242,402
 
258,545
   Construction – custom and owner /
       builder
 
--
 
--
 
313
 
--
 
313
 
18,565
 
18,878
   Construction – speculative one- to four-
       family
 
302
 
--
 
--
 
--
 
302
 
1,168
 
1,470
   Construction – commercial
 
--
 
--
 
--
 
--
 
--
 
15,098
 
15,098
   Construction – multi-family
 
--
 
--
 
345
 
--
 
345
 
--
 
345
   Construction – land development
 
--
 
--
 
609
 
--
 
609
 
--
 
609
   Land
 
531
 
31
 
9,265
 
229
 
10,056
 
31,217
 
41,273
Consumer loans:
                           
   Home equity and second mortgage
 
333
 
82
 
776
 
710
 
1,901
 
32,179
 
34,080
   Other
 
--
 
--
 
9
 
--
 
9
 
6,404
 
6,413
Commercial business loans
 
60
 
16
 
30
 
--
 
106
 
25,946
 
26,052
   Total
 
$ 8,815
 
$      896
 
$ 24,018
 
$  945
 
$ 34,674
 
$515,859
 
$550,533
                             
September 30, 2011
                           
Mortgage loans:
                           
   One- to four-family
 
$          --
 
$  1,822
 
$   2,150
 
$          --
 
$   3,972
 
$110,708
 
$114,680
   Multi-family
 
--
 
--
 
--
 
1,449
 
1,449
 
29,533
 
30,982
   Commercial
 
--
 
12,723
 
6,571
 
--
 
19,294
 
226,743
 
246,037
   Construction – custom and owner /
       builder
 
--
 
--
 
320
 
--
 
320
 
16,777
 
17,097
   Construction – speculative one- to four-
       family
 
--
 
--
 
--
 
--
 
--
 
1,606
 
1,606
   Construction – commercial
 
--
 
--
 
688
 
--
 
688
 
7,226
 
7,914
   Construction – multi-family
 
--
 
752
 
632
 
--
 
1,384
 
4,115
 
5,499
   Construction – land development
 
--
 
--
 
1,882
 
--
 
1,882
 
221
 
2,103
   Land
 
1,100
 
2,558
 
8,935
 
29
 
12,622
 
36,614
 
49,236
Consumer loans:
                           
   Home equity and second mortgage
 
643
 
441
 
366
 
--
 
1,450
 
34,558
 
36,008
   Other
 
9
 
7
 
1
 
--
 
17
 
8,223
 
8,240
Commercial business loans
 
--
 
14
 
44
 
276
 
334
 
22,176
 
22,510
  Total
 
$   1,752
 
$ 18,317
 
$ 21,589
 
$  1,754
 
$ 43,412
 
$498,500
 
$541,912


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

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



 
20

 

The following table is a summary of information related to impaired loans as of June 30, 2012 and for the three and nine months ended June 30, 2012 (dollars in thousands):

   
Recorded
Investment
 
Unpaid
Principal
Balance
(Loan
Balance Plus
Charge Off)
 
Related
Allowance
 
QTD
Average
Recorded
Investment
(1)
 
 
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
 
$    1,081
 
$   1,162
 
$      --
 
$   1,660
 
$   1,978
 
$        14
 
$        20
 
$       14
 
$       16
     Multi-family
 
--
 
982
 
--
 
--
 
--
 
--
 
1
 
--
 
1
     Commercial
 
13,960
 
14,510
 
--
 
14,510
 
16,235
 
149
 
519
 
95
 
343
     Construction – custom and owner / builder
 
209
 
209
 
--
 
209
 
263
 
--
 
--
 
--
 
--
     Construction – speculative one- to four-family
 
--
 
--
 
--
 
- -
 
--
 
--
 
--
 
--
 
--
     Construction - commercial    --    2,066    --    --    --    --    14    --    14
     Construction – multi-family
 
345
 
810
 
--
 
173
 
652
 
--
 
--
 
--
 
--
     Construction – land development
 
609
 
3,571
 
--
 
689
 
1,446
 
4
 
12
 
4
 
12
      Land
 
6,930
 
9,392
 
--
 
5,996
 
6,303
 
11
 
27
 
7
 
15
Consumer loans:
                                   
     Home equity and second mortgage
 
435
 
547
 
--
 
443
 
559
 
--
 
--
 
--
 
--
     Other
 
8
 
8
 
--
 
8
 
3
 
--
 
--
 
--
 
--
Commercial business loans
 
30
 
445
 
--
 
37
 
41
 
--
 
2
 
--
 
2
        Subtotal
 
23,607
 
33,702
 
   --
 
23,725
 
27,480
 
178
 
595
 
120
 
403
With an allowance recorded:
                                   
 Mortgage loans:
                                   
     One- to four-family
 
2,951
 
2,951
 
261
 
2,574
 
1,959
 
27
 
56
 
21
 
43
     Multi-family
 
6,899
 
6,899
 
784
 
6,904
 
6,339
 
63
 
209
 
35
 
144
     Commercial
 
7,258
 
7,978
 
679
 
5,294
 
3,672
 
--
 
24
 
--
 
3
     Construction – custom and owner / builder
 
103
 
103
 
19
 
104
 
108
 
--
 
--
 
--
 
--
     Construction – speculative one- to four-family
 
700
 
700
 
24
 
700
 
860
 
8
 
24
 
6
 
18
     Construction – commercial
 
--
 
--
 
--
 
2,694
 
4,338
 
48
 
159
 
31
 
110
     Construction – multi-family
 
--
 
--
 
--
 
185
 
74
 
--
 
--
 
--
 
--
     Land
 
2,581
 
2,768
 
818
 
3,899
 
3,659
 
9
 
28
 
9
 
28
Consumer loans:
                                   
     Home equity and second mortgage
 
643
 
643
 
105
 
643
 
524
 
5
 
27
 
4
 
20
     Other
 
1
 
1
 
--
 
1
 
1
 
--
 
--
 
--
 
--
Commercial business loans
 
--
 
--
 
--
 
--
 
55
 
--
 
--
 
--
 
--
       Subtotal
 
21,136
 
22,043
 
2,690
 
22,998
 
21,589
 
160
 
527
 
106
 
366
Total
                                   
 Mortgage loans:
                                   
     One- to four-family
 
4,032
 
4,113
 
261
 
4,234
 
3,937
 
41
 
76
 
35
 
59
     Multi-family
 
6,899
 
7,881
 
784
 
6,904
 
6,339
 
63
 
210
 
35
 
145
     Commercial
 
21,218
 
22,488
 
679
 
19,804
 
19,907
 
149
 
543
 
95
 
346
     Construction – custom and owner / builder
 
312
 
312
 
19
 
313
 
371
 
--
 
--
 
--
 
--
     Construction – speculative one- to four-family
 
700
 
700
 
24
 
700
 
860
 
8
 
24
 
6
 
18
     Construction – commercial
 
--
 
2,066
 
--
 
2,694
 
4,338
 
48
 
173
 
31
 
124
     Construction – multi-family
 
345
 
810
 
--
 
358
 
726
 
--
 
- -
 
--
 
--
     Construction – land development
 
609
 
3,571
 
--
 
689
 
1,446
 
4
 
12
 
4
 
12
     Land
 
9,511
 
12,160
 
818
 
9,895
 
9,962
 
20
 
55
 
16
 
43
Consumer loans:
                                   
     Home equity and second mortgage
 
1,078
 
1,190
 
105
 
1,086
 
1,083
 
5
 
27
 
4
 
20
     Other
 
9
 
9
 
--
 
9
 
4
 
--
 
--
 
--
 
--
Commercial business loans
 
30
 
445
 
--
 
37
 
96
 
--
 
2
 
--
 
2
     Total
 
$ 44,743
 
$ 55,745
 
$  2,690
 
$ 46,723
 
$ 49,069
 
$       338
 
$       1,122
 
$       226
 
$       769
(1)  
For the three months ended June 30, 2012
(2)  
For the nine months ended June 30, 2012

 
21

 


Following is a summary of information related to impaired loans as of and for the year ended September 30, 2011 (in thousands):

   
Recorded
Investment
   
Unpaid
Principal
Balance
(Loan
Balance
Plus
Charge
Off)
   
Related
Allowance
   
YTD
Average
Recorded
Investment
(1)
   
YTD Interest
Income
Recognized
(1)
   
YTD Cash
Basis
Interest
Income
Recognized
(1)
 
With no related allowance recorded:
                                   
 Mortgage loans:
                                   
     One- to four-family
  $ 2,092     $ 2,387     $ --     $ 2,908     $ 30     $ 22  
     Multi-family
    --       982       --       681       --       --  
     Commercial
    18,137       19,279       --       14,623       1,060       573  
     Construction – custom and owner / builder
    209       209       --       303       7       1  
     Construction – speculative one- to four-family
    --       --       --       502       7       7  
     Construction – multi-family
    632       1,135       --       1,287       4       4  
     Construction – land development
    1,882       7,179       --       2,920       5       --  
      Land
    8,198       11,533       --       7,883       69       42  
Consumer loans:
                                               
     Home equity and second mortgage
    669       719       --       430       26       16  
     Other
    --       --       --       13       --       --  
Commercial business loans
    44       65       --       44       2       2  
        Subtotal
    31,863       43,488       --       31,594       1,210       667  
                                                 
With an allowance recorded:
                                               
 Mortgage loans:
                                               
     One- to four-family
    1,609       1,609       45       768       47       38  
     Multi-family
    5,482       5,482       632       4,798       298       222  
     Commercial
    1,185       1,185       255       1,409       50       118  
     Construction – custom and owner / builder
    111       111       11       45       2       2  
     Construction – speculative one- to four-family
    700       700       37       1,042       50       37  
     Construction – commercial
    5,435       6,879       738       3,537       273       123  
     Construction – multi-family
    --       --       --       65       --       --  
     Land
    1,799       1,821       560       2,946       114       83  
Consumer loans:
                                               
     Home equity and second mortgage
    345       345       10       425       10       9  
     Other
    1       1       1       1       --       --  
       Subtotal
    16,667       18,133       2,289       15,036       844       632  
                                                 
Total
                                               
 Mortgage loans:
                                               
     One- to four-family
    3,701       3,996       45       3,676       77       60  
     Multi-family
    5,482       6,464       632       5,479       298       222  
     Commercial
    19,322       20,464       255       16,032       1,110       691  
     Construction – custom and owner / builder
    320       320       11       348       9       3  
     Construction – speculative one- to four-family
    700       700       37       1,544       57       44  
     Construction – commercial
    5,435       6,879       738       3,537       273       123  
     Construction – multi-family
    632       1,135       --       1,352       4       4  
     Construction – land development
    1,882       7,179       --       2,920       5       --  
     Land
    9,997       13,354       560       10,829       183       125  
Consumer loans:
                                               
     Home equity and second mortgage
    1,014       1,064       10       855       36       25  
     Other
    1       1       1       14       --       --  
Commercial business loans
    44       65       --       44       2       2  
     Total
  $ 48,530     $ 61,621     $ 2,289     $ 46,630     $ 2,054     $ 1,299  
______________________________________________________________________________________________________________________
(1)  
For the year ended September 30, 2011



 
22

 


The following table sets forth information with respect to the Company’s non-performing assets at June 30, 2012 and September 30, 2011 (dollars in thousands):


   
June 30,
   
September 30,
 
   
2012
   
2011
 
Loans accounted for on a non-accrual basis:
           
Mortgage loans:
           
    One- to four-family
  $ 2,123     $ 2,150  
    Multi-family
    1,449       --  
    Commercial
    9,099       6,571  
    Construction – custom and owner / builder
    313       320  
    Construction – speculative one- to four-family
    --       --  
    Construction – commercial
    --       688  
    Construction – multi-family
    345       632  
    Construction – land development
    609       1,882  
    Land
    9,265       8,935  
Consumer loans:
               
    Home equity and second mortgage
    776       367  
    Other
    9       --  
Commercial business
    30       44  
       Total loans accounted for on a non-accrual basis
    24,018       21,589  
                 
Accruing loans which are contractually
   past due 90 days or more
    945       1,754  
                 
Total of non-accrual and 90 days past due loans
    24,963       23,343  
                 
Non-accrual investment securities
    2,484       2,796  
                 
OREO and other repossessed assets
    9,997       10,811  
       Total non-performing assets (1)
  $ 37,444     $ 36,950  
                 
Troubled debt restructured loans on accrual status (2)
  $ 14,579     $ 18,166  
                 
Non-accrual and 90 days or more past
   due loans as a percentage of loans receivable
    4.55 %     4.32 %
                 
Non-accrual and 90 days or more past
   due loans as a percentage of total assets
    3.42 %     3.16 %
                 
Non-performing assets as a percentage of total assets
    5.14 %     5.01 %
                 
Loans receivable (3)
  $ 548,772     $ 539,970  
                 
Total assets
  $ 729,136     $ 738,224  

  (1)  Does not include troubled debt restructured loans on accrual status.
  (2)  Does not include troubled debt restructured loans totaling $9.32 million and $7.38 million reported as non-accrual loans at June 30, 2012 and September
         30, 2011, respectively.
  (3)  Includes loans held for sale and before the allowance for loan losses.
 
 
 
23

 


Troubled debt restructured loans are loans for which the Company, for economic or legal reasons related to the borrower’s financial condition, has granted a significant concession to the borrower that it would otherwise not consider.  The loan terms which have been modified or restructured due to a borrower’s financial difficulty, 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; a reduction in the face amount of the debt; a reduction in the accrued interest; or re-aging, extensions, deferrals and renewals.  Troubled debt restructured loans are considered impaired loans and are individually evaluated for impairment.  Troubled debt restructured loans can be classified as either accrual or non-accrual. The Company had $23.90 million in troubled debt restructured loans included in impaired loans at June 30, 2012 and had no commitments to lend additional funds on these loans.  At June 30, 2012, $9.32 million of the $23.90 million in troubled debt restructured loans were on non-accrual status and included in non-performing loans.  The Company had $25.54 million in troubled debt restructured loans included in impaired loans at September 30, 2011 and had $144,000 in commitments to lend additional funds on these loans. At September 30, 2011, $7.38 million of the $25.54 million in troubled debt restructured loans were on non-accrual status and included in non-performing loans.

The following table sets forth information with respect to the Company’s troubled debt restructurings by portfolio segment that occurred during the nine months ended June 30, 2012 and the year ended September 30, 2011 (dollars in thousands):

Nine Months Ended
June 30, 2012
 
 
 
 
 
Number of
Contracts
   
Pre-
Modification
Outstanding
Recorded
Investment
   
Post-
Modification
Outstanding
Recorded
Investment
   
End of
Period
Balance
 
One-to four-family
    1     $ 373     $ 373     $ 373  
Land
    1       249       249       238  
         Total
    2     $ 622     $ 622     $ 611  
                                 
 
Year Ended
September 30, 2011
                               
   
Number of
Contracts
   
Pre-
Modification
Outstanding
Recorded
Investment
   
Post-
Modification
Outstanding
Recorded
Investment
   
End of
Period
Balance
 
One-to four-family
    4     $ 1,543     $ 1,543     $ 1,543  
Commercial
    2       3,394       3,717       3,145  
Construction – commercial
    2       6,800       5,451       5,435  
Land
    2       535       535       526  
Home equity
    2       303       303       303  
         Total
    12     $ 12,575     $ 11,549     $ 10,952  

There was one commercial real estate troubled debt restructured loan with a balance of $919,000 and one land troubled debt restructured loan with a balance of $147,000 that were modified during the year ended September 30, 2011 and subsequently defaulted.  There were no troubled debt restructured loans that were recorded in the twelve months prior to June 30, 2012 that have subsequently defaulted.

 
24

 
(7) NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share is computed by dividing net income (loss) 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.  Dilutive net loss per common share is the same as basic net loss per common share due to the anti-dilutive effect of common stock equivalents.  Common stock equivalents arise from the assumed conversion of outstanding stock options and the outstanding warrant to purchase common stock.  In accordance with the Financial Accounting Standards Board (“FASB”) guidance for stock compensation, 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, 2012 and 2011, there were 264,520 and 299,786 shares, respectively, that had not been allocated under the Bank’s ESOP.
 
 
   
Three Months Ended
June 30,
   
Nine Months Ended
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(In thousands, except for share and per share data)
 
Basic net income (loss) per common share computation
                       
Numerator – net income (loss)
  $ 1,348     $ (1,280 )   $ 3,438     $ 1,162  
Preferred stock dividends
    (208 )     (208 )     (624 )     (624 )
Preferred stock discount accretion
    (61 )     (57 )     (179 )     (168 )
Net income (loss) to common shareholders
  $ 1,079     $ (1,545 )   $ 2,635     $ 370  
                                 
Denominator – weighted average
      common shares outstanding
    6,780,516       6,745,250       6,780,516       6,745,250  
                                 
Basic net income (loss) per common share
  $ 0.16     $ (0.23 )   $ 0.39     $ 0.05  
                                 
Diluted net income (loss) per common share computation
                               
Numerator – net income (loss)
  $ 1,348     $ (1,280 )   $ 3,438     $ 1,162  
Preferred stock dividend
    (208 )     (208 )     (624 )     (624 )
Preferred stock discount accretion
    (61 )     (57 )     (179 )     (168 )
Net income (loss) to common shareholders
  $ 1,079     $ (1,545 )   $ 2,635     $ 370  
                                 
Denominator – weighted average
      common shares outstanding
    6,780,516       6,745,250       6,780,516       6,745,250  
Effect of dilutive stock options (1)(2)
    --       --       --       237  
Effect of dilutive stock warrant (3)
    --       --       --       --  
Weighted average common shares
   and common stock equivalents
    6,780,516       6,745,250       6,780,516       6,745,487  
                                 
Diluted net income (loss) per common share
  $ 0.16     $ (0.23 )   $ 0.39     $ 0.05  
____________________________________________
(1) For the three months and nine months ended June 30, 2012, options to purchase 110,726 and 133,652 shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per common share because the options’ exercise prices were greater than the average market price of the common stock, and, therefore, their effect would have been anti-dilutive. For the three months and nine months ended June 30, 2011, options to purchase 140,545 and 168,186 shares of common stock, respectively, were outstanding but not included in the computation of diluted net income per common share because the options’ exercise prices were greater than the average market price of the common stock, and, therefore, their effect would have been anti-dilutive
(2) For the three months ended June 30, 2011, the dilutive effect of dilutive stock options was computed to be 710 shares.  However, the dilutive effect of these stock options has been excluded from the diluted net income (loss) per common share for the three months ended June 30, 2011 because the Company reported a net loss for the period, and, therefore, their effect would have been anti-dilutive.
(3) For the three and nine months ended June 30, 2012 and June 30, 2011, a warrant to purchase 370,899 shares of common stock was outstanding but not included in the computation of diluted net income (loss) per common share because the warrant’s exercise price was greater than the average market price of the common stock, and, therefore, its effect would have been anti-dilutive.
 
 
 
25

 
(8) STOCK PLANS AND STOCK BASED COMPENSATION

Stock Option Plans
Under the Company’s stock option plans (the 1999 Stock Option Plan and the 2003 Stock Option Plan), the Company was able to grant options for up to a combined total of 1,622,500 shares of common stock to employees, officers and directors.  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 vest in 20% annual installments on each of the five anniversaries from the date of the grant.  At June 30, 2012, options for 219,938 shares are available for future grant under the 2003 Stock Option Plan and no shares are available for future grant under the 1999 Stock Option Plan.

Activity under the plans for the nine months ended June 30, 2012 and 2011 is as follows:

   
Nine Months Ended
June 30, 2012
   
Nine Months Ended
June 30, 2011
 
   
 
 
Shares
   
Weighted
Average
Exercise
Price
   
 
 
Shares
   
Weighted
Average
Exercise
Price
 
Options outstanding, beginning of period
    137,726     $ 9.25       194,864     $ 8.71  
Granted
    33,500       4.01       --       --  
Forfeited
    (6,200 )     6.06       (57,138 )     7.42  
Options outstanding, end of period
    165,026     $ 8.30       137,726     $ 9.25  
                                 
Options exercisable, end of period
    119,326     $ 9.89       117,326     $ 10.06  

The aggregate intrinsic value of options outstanding at June 30, 2012 was $45,000.

At June 30, 2012, there were 45,700 unvested options with an aggregate grant date fair value of $68,000, all of which the Company assumes will vest. The aggregate intrinsic value of unvested options at June 30, 2012 was $40,000.  There were 5,000 options with an aggregate grant date fair value of $6,000 that vested during the nine months ended June 30, 2012.

At June 30, 2011, there were 20,400 unvested options with an aggregate grant date fair value of $26,000, all of which the Company assumes will vest. There were 5,200 options with an aggregate grant date fair value of $7,000 that vested during the nine months ended June 30, 2011.

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards with the weighted average assumptions noted in the following table.  The risk-free interest rate is based on the U.S. Treasury rate of a similar term as the stock option at the particular grant date.  The expected life is based on historical data, vesting terms and estimated exercise dates.  The expected dividend yield is based on the most recent quarterly dividend on an annualized basis in effect at the time the options were granted.  The expected volatility is based on historical volatility of the Company’s stock price.  There were 33,500 options granted during the nine months ended June 30, 2012 with an aggregate grant date fair value of $52,000.  There were no options granted during the nine months ended June 30, 2011.

The Black-Scholes option pricing model was used in estimating the fair value of option grants.  The weighted average assumptions used for options granted during the nine months ended June 30, 2012 were:

Expected Volatility
 
44%
Expected term (in years)
 
5
Expected dividend yield
 
--%
Risk free interest rate
 
0.89%
Grant date fair value per share
 
$1.56
 
 
26

 
 

Stock Grant Plan
The Company adopted the Management Recognition and Development Plan (“MRDP”) in 1998 for the benefit of employees, officers and directors of the Company.  The objective of the MRDP is to retain and attract personnel of experience and ability in key positions by providing them with a proprietary interest in the Company.

The MRDP allowed for the issuance to participants of up to 529,000 shares of the Company’s common stock.  Awards under the MRDP are made in the form of shares of common stock that are subject to restrictions on the transfer of ownership and are subject to a five-year vesting period.  Compensation expense is the amount of the fair value of the common stock at the date of the grant to the plan participants and is recognized over a five-year vesting period, with 20% vesting on each of the five anniversaries from the date of the grant.  
 
There were no MRDP shares granted to officers or directors during the nine months ended June 30, 2012 and 2011.

At June 30, 2012, there were a total of 11,561 unvested MRDP shares with an aggregated grant date fair value of $104,000.  There were 10,831 MRDP shares that vested during the nine months ended June 30, 2012 with an aggregated grant date fair value of $130,000.  There were 100 MRDP shares forfeited during the nine months ended June 30, 2012 with a grant date fair value of $1,000.  At June 30, 2012, there were no shares available for future awards under the MRDP.

At June 30, 2011, there were a total of 24,892 unvested MRDP shares with an aggregated grant date fair value of $273,000.  There were 11,033 MRDP shares that vested during the nine months ended June 30, 2011 with an aggregated grant date fair value of $132,000.  There were 500 MRDP shares forfeited during the nine months ended June 30, 2011 with a grant date fair value of $5,000.  At June 30, 2011, there were no shares available for future awards under the MRDP.

Expenses for Stock Compensation Plans
Compensation expenses for all stock-based plans were as follows:
 
   
Nine Months Ended June 30,
    2012     2011
    (Dollars in thousands)
   
Stock
Options
   
Stock
Grants
   
Stock
Options
   
Stock
Grants
Compensation expense recognized in income
  $ 11     $ 85     $ 5     $ 129  
Related tax benefit recognized
    4       29       2       44  

As of June 30, 2012, the compensation expense yet to be recognized for stock-based awards that have been awarded but not vested for the years ending September 30 is as follows (dollars in thousands):
 
   
Stock
Options
   
Stock
Grants
   
Total
Awards
 
Remainder of 2012
  $ 5     $ 20     $ 25  
2013
    17       38       55  
2014
    17       2       19  
2015
    11       --       11  
2016
    10       --       10  
2017
    2       --       2  
Total
  $ 62     $ 60     $ 122  

 (9) FAIR VALUE MEASUREMENTS
GAAP requires disclosure of estimated fair values for financial instruments.  Such estimates are subjective in nature, and significant judgment is required regarding the risk characteristics of various financial instruments at a discrete point in time.  Therefore, such estimates could vary significantly if assumptions regarding uncertain factors were to change.  In addition, as the Company normally intends to hold the majority of its financial instruments until maturity, it does not
 
 
 
27

 
 
expect to realize many of the estimated amounts disclosed.  The disclosures also do not include estimated fair value amounts for certain items which are not defined as financial instruments but which may have significant value.  The Company does not believe that it would be practicable to estimate a representational fair value for these types of items as of June 30, 2012 and September 30, 2011.  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.

Accounting guidance regarding fair value measurements defines fair value and establishes a framework for measuring fair value in accordance with GAAP.  Fair value is the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.  The following definitions describe the levels of inputs that may be used to measure fair value:

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 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 used the following methods and significant assumptions to estimate fair value on a recurring basis:

MBS and Other Investments Available for Sale
The estimated fair value of MBS and other investments are based upon the assumptions market participants would use in pricing the security.  Such assumptions include quoted market prices (Level 1), market prices of similar securities or observable inputs (Level 2).

The following table summarizes the balances of assets and liabilities measured at estimated fair value on a recurring basis at June 30, 2012 (dollars in thousands):
 
   
Estimated Fair Value
       
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Available for Sale Securities
                       
MBS:
                       
        U.S. government agencies
  $ - -     $ 3,140     $ - -     $ 3,140  
        Private label residential
    - -       968       - -       968  
Mutual funds
    1,005       --       - -       1,005  
Total
  $ 1,005     $ 4,108     $ - -     $ 5,113  
                                 

There were no transfers between Level 1 and Level 2 during the nine months ended June 30, 2012.

The following table summarizes the balances of assets and liabilities measured at estimated fair value on a recurring basis at September 30, 2011 (dollars in thousands):
 
   
Estimated Fair Value
       
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Available for Sale Securities
                       
MBS:
                       
        U.S. government agencies
  $ - -     $ 4,583     $ - -     $ 4,583  
        Private label residential
    - -       1,134       - -       1,134  
Mutual funds
    1,000       - -       - -       1,000  
Total
  $ 1,000     $ 5,717     $ - -     $ 6,717  
                                 
 
 
 
28

 
There were no transfers between Level 1 and Level 2 during the year ended September 30, 2011.
 
The Company may be required, from time to time, to measure certain financial assets and financial liabilities at fair value on a nonrecurring basis in accordance with GAAP.  These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period.

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

Impaired Loans: A loan is considered to be impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.  The specific reserve for collateral dependent impaired loans was based on the estimated fair value of the collateral less estimated costs to sell.  The estimated fair value of collateral was determined based primarily on appraisals.  In some cases, adjustments were made to the appraised values due to various factors including age of the appraisal, age of comparables included in the appraisal, and known changes in the market and in the collateral. Such adjustments are usually 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.

MBS and Other Investments Held to Maturity: The estimated fair value of MBS and other investments are based upon the assumptions market participants would use in pricing the security.  Such assumptions include quoted market prices (Level 1), market prices of similar securities or observable inputs (Level 2) and unobservable inputs such as dealer quotes, discounted cash flows or similar techniques (Level 3).

OREO and Other Repossessed Assets, net:  The Company’s OREO and other repossessed assets are initially recorded at estimated fair value less estimated costs to sell.  This amount becomes the property’s new basis.  Estimated fair value was 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 were based on standard market factors.  The valuation of OREO and other repossessed items is subject to significant external and internal judgment.

MSRs: The fair value of the MSRs was determined using a third-party model, which incorporates the expected life of the loans, estimated cost to service the loans, servicing fees received and other factors.  The estimated fair value is calculated by stratifying the mortgage servicing rights based on the predominant risk characteristics that include the underlying loan’s interest rate, cash flows of the loan, origination date and term.

The following table summarizes the balances of assets measured at estimated fair value on a non-recurring basis at June 30, 2012, and the total losses resulting from these estimated fair value adjustments for the nine months ended June 30, 2012 (dollars in thousands):

   
Estimated Fair Value
       
   
Level 1
   
Level 2
   
Level 3
   
Total
Losses
 
Impaired loans:
                       
   Mortgage Loans;
                       
        One-to four-family
  $ - -     $ - -     $ 2,951     $ 233  
        Multi-family
    - -       - -       6,899       - -  
        Commercial
    - -       - -       7,258       669  
        Construction – custom and owner / builder
    - -       - -       103       - -  
        Construction – speculative one-to four-family
    - -       - -       700       40  
        Land
    - -       - -       2,581       413  
   Consumer loans:
                               
        Home equity and second mortgage
    - -       - -       643       114  
        Other
    - -       - -       1       - -  
        Total impaired loans (1)
    - -       - -       21,136       1,469  
                                 
MBS – held to maturity (2):
                               
        Private label residential
    - -       193       - -       147  
OREO and other repossessed items (3)
    - -       - -       9,997       1,136  
MSRs (4)
    - -       - -       2,150       - -  
Total
  $ - -     $ 193     $ 33,283     $ 2,752  
_______________________
(1)  
The loss represents charge offs on collateral dependent loans for estimated fair value adjustment based on the estimated fair value of the collateral.
(2)  
The loss represents OTTI credit-related charges on held-to-maturity MBS.
(3)  
The loss represents management periodic reviews of the recorded value to determine whether the property continues to be recorded at the lower of its recorded book value or estimated fair value, net of estimated costs to sell.
(4)  
The amount of impairment recognized is the amount, if any, by which the amortized cost of the rights exceeds its estimated fair value.  Impairment, if deemed temporary, is recognized through a valuation allowance to the extent that estimated fair value is less than the recorded amount.

 
 
 
 
29

 
 
The following table summarizes the balances of assets and liabilities measured at estimated fair value on a non-recurring basis at September 30, 2011 and the total losses resulting from these estimated fair value adjustments for the year ended September 30, 2011 (dollars in thousands):
   
Estimated Fair Value
       
   
Level 1
 
   
Level 2
 
   
Level 3
 
   
Total
Losses
 
Impaired loans:
                       
   Mortgage Loans;
                       
        One-to four-family
  $ - -     $ - -     $ 1,609     $ 543  
        Multi-family
    - -       - -       5,482       - -  
        Commercial
    - -       - -       1,185       47  
        Construction – custom and owner / builder
    - -       - -       111       48  
        Construction – speculative one-to four-family
    - -       - -       700       103  
        Construction – commercial
    - -       - -       5,435       1,444  
        Land
    - -       - -       1,799       1,704  
   Consumer loans:
                               
        Home equity and second mortgage
    - -       - -       345       150  
        Other
    - -       - -       1       30  
        Total impaired loans
    - -       - -       16,667       4,069  
                                 
MBS – held to maturity (2):
                               
        Private label residential
    - -       211       - -       421  
OREO and other repossessed items (3)
    - -       - -       10,811       1,305  
MSRs (4)
    - -       - -       2,108       - -  
Total
  $ - -     $ 211     $ 29,586     $ 5,795  
_______________________
(1)  
The loss represents charge offs on collateral dependent loans for estimated fair value adjustment based on the estimated fair value of the collateral.
(2)  
The loss represents OTTI credit-related charges on held-to-maturity MBS.
(3)  
The loss represents management periodic reviews of the recorded value to determine whether the property continues to be recorded at the lower of its recorded book value or estimated fair value, net of estimated costs to sell.
(4)  
The amount of impairment recognized is the amount, if any, by which the amortized cost of the rights exceed their estimated fair value.  Impairment, if deemed temporary, is recognized through a valuation allowance to the extent that estimated fair value is less than the recorded amount.

 
 
 
30

 
 
The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at the date indicated (dollars in thousands):

 
   
June 30, 2012
 
   
Fair Value
 
 
Valuation
Technique(s)
 
Unobservable Input(s)
 
 
Range
 
             
               
 
Impaired loans
  $ 21,136  
Market approach
Appraised value less selling
costs
NA
               
 
Other real estate owned
  $ 9,997  
Market approach
Lower of appraised value or
listing price less selling costs
NA
               
 
MSRs
  $ 2,150  
Discounted cashflows
Discount rate
Prepayment Speeds
10.08% - 12.50%
279 to 559
               
               

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations.  As a result, the estimated fair value of the Company’s financial instruments will change when interest rate levels change, and that change may either be favorable or unfavorable to the Company.  Management attempts to match maturities of assets and liabilities to the extent believed necessary to appropriately manage interest rate risk.  However, borrowers with fixed interest rate obligations are less likely to prepay in a rising interest rate environment and more likely to prepay in a falling interest rate environment.  Conversely, depositors who are receiving fixed interest rates are more likely to withdraw funds before maturity in a rising interest rate environment and less likely to do so in a falling interest rate environment.  Management monitors interest rates and maturities of assets and liabilities, and attempts to manage interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

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

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

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

FHLB Stock:  FHLB stock is not publicly traded and it is not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability.
 
Loans Receivable, Net: At June 30, 2012 and September 30, 2011, because of illiquid market for loan sales, loans were priced using comparable market statistics.  The loan portfolio was segregated into various categories and a weighted average valuation discount that approximated similar loan sales was applied to each category.
 
Loans Held for Sale:  The estimated fair value is based on quoted market prices obtained from the Federal Home Loan Mortgage Corporation.

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

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

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

Repurchase Agreements:  The recorded value of repurchase agreements approximates the estimated fair value due to the short-term nature of the borrowings.

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


 
31

 

The estimated fair values of financial instruments were as follows as of June 30, 2012 and September 30, 2011 (dollars in thousands):

   
June 30, 2012
 
         
Fair Value Measurements Using:
 
   
Recorded
Amount
   
 
Total
   
 
Level 1
   
 
Level 2
   
 
Level 3
 
Financial Assets
                             
                               
     Cash and cash equivalents
  $ 92,988     $ 92,988     $ 92,988     $ - -     $ - -  
     CDs held for investment
    22,781       22,781       22,781       - -       - -  
     MBS and other investments
    8,616       8,764       1,035       7,729       - -  
     FHLB stock
    5,705       N/A       N/A       - -       - -  
     Loans receivable, net
    533,105       491,809       - -       - -       491,809  
     Loans held for sale
    4,064       4,194       4,194       - -       - -  
     Accrued interest receivable
    2,161       2,161       2,161       - -       - -  
                                         
Financial Liabilities
                                       
     Deposits:
                                       
          Non-interest bearing demand
  $ 70,004     $ 70,004     $ 70,004     $ - -     $ - -  
          Interest-bearing
    520,362       522,501       311,888       - -       210,613  
                Total deposits
    590,366       592,505       381,892       - -       210,613  
     FHLB advances
    45,000       50,624       - -       50,624       - -  
     Repurchase agreements
    826       826       826       - -       - -  
     Accrued interest payable
    429       467       467       - -       - -  
 
   
September 30, 2011
 
   
Recorded
Amount
   
Estimated
Fair Value
 
Financial Assets
           
     Cash and cash equivalents
  $ 112,065     $ 112,065  
     CDs held for investment
    18,659       18,659  
     MBS and other investments
    10,862       10,946  
     FHLB stock
    5,705       N/A  
     Loans receivable, net
    523,980       490,322  
     Loans held for sale
    4,044       4,185  
     Accrued interest receivable
    2,411       2,411  
                 
Financial Liabilities
               
     Deposits
  $ 592,678     $ 595,331  
     FHLB advances – long term
    55,000       61,009  
     Repurchase agreements
    729       729  
     Accrued interest payable
    545       545  

(10) RECENT ACCOUNTING PRONOUNCEMENTS
In September 2011, the FASB issued guidance regarding testing goodwill for impairment.  The new guidance allows an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of the reporting unit.  The guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted.  The adoption of this guidance is not expected to have a material impact on the Company’s condensed consolidated financial statements.

In December 2011, the FASB issued guidance that defers the effective date of the requirement to present separate line items on the income statement for reclassification adjustments of items out of accumulated other comprehensive income (loss) into net income.  The deferral is temporary until FASB reconsiders the operational concerns and needs of financial
 
 
 
 
32

 
statement users.  The FASB has not yet announced a timetable for its reconsideration.  The adoption of this guidance is not expected to have a material impact on the Company’s condensed consolidated financial statements.
 
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

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, 2012.  This analysis as well as other sections of this report contains certain “forward-looking statements.”

Certain matters discussed in this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning our future operations.  These statements relate to our financial condition, results of operations, plans, objectives, future performance or business.  Forward-looking statements are not statements of historical fact, are based on certain assumptions and often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.”  Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about future economic performance and projections of financial items.  These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated or implied by our forward-looking statements, including, but not limited to: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets which may lead to increased losses and non-performing assets in our loan portfolio, and may result in our allowance for loan losses not being adequate to cover actual losses, and require us to materially increase our loan loss reserves; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas; secondary market conditions for loans and our ability to sell loans in the secondary market; results of examinations of us by the Board of Governors of the Federal Reserve System and our bank subsidiary by the Federal Deposit Insurance Corporation, the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including our compliance with the memoranda of understandings (“MOU”) and 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 and restrictions on us, any of which could adversely affect our liquidity and earnings; our compliance with regulatory enforcement actions; the requirements and restrictions that have been imposed upon the Company and the Bank under the MOUs with the Federal Reserve Bank of San Francisco (in the case of the Company) and the FDIC and the Washington DFI (in the case of the Bank) and the possibility that the Company and the Bank will be unable to fully comply with their respective MOUs, which could result in the imposition of additional requirements or restrictions; 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 and any changes in the rules applicable to institutions participating in the TARP Capital Purchase Program; the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing regulations; our ability to attract and retain deposits; further 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 risk associated with the loans on our consolidated balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges; the failure or security breach of computer systems on which we depend; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to implement our business strategies; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; our ability to manage loan delinquency rates;  increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; our ability to pay dividends on our common and preferred stock; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us;
 
 
 
 
33

 
changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, 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 detailed in our reports filed with the Securities and Exchange Commission, including our 2011 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 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.  We caution readers not to place undue reliance on any forward-looking statements.  These risks could cause our actual results for 2012 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 financial condition and results of operations as well as its stock price performance.

Overview
Timberland Bancorp, Inc., a Washington corporation, is the holding company for Timberland Bank.  The Bank opened for business in 1915 and serves consumers and businesses across Grays Harbor, Thurston, Pierce, King, Kitsap and Lewis counties, Washington with a full range of lending and deposit services through its 22 branches (including its main office in Hoquiam).  At June 30, 2012, the Company had total assets of $729.14 million and total shareholders’ equity of $89.28 million.  The Company’s business activities generally are limited to passive investment activities and oversight of its investment in the Bank.  Accordingly, the information set forth in this report relates primarily to the Bank’s operations.

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

The provision for loan losses is dependent on changes in the loan portfolio and management’s assessment of the collectability of the loan portfolio as well as prevailing economic and market conditions.  The provision for loan losses reflects the amount that the Company believes is adequate to cover potential credit losses 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, 2012, non-interest income consisted primarily of service charges on deposit accounts, gain on sale of loans, ATM transaction fees, an increase in the cash surrender value of life insurance and other operating income. Non-interest income is increased by valuation recoveries on MSRs and reduced by valuation allowances on MSRs.  Non-interest income is reduced by net OTTI losses on MBS and other investments.  Non-interest expenses consisted primarily of salaries and employee benefits, premises and equipment, advertising, ATM expenses, OREO expenses, postage and courier expenses, professional fees, deposit insurance premiums, other insurance premiums, state and local taxes, loan administration and foreclosure expenses, deposit operation expenses and data processing expenses and telecommunication expenses.  Non-interest income and non-interest expenses are affected by the growth of our operations and growth in the number of loan and deposit accounts.

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

The Bank is a community-oriented bank which has traditionally offered a variety of savings products to its retail customers while concentrating its lending activities on real estate mortgage loans.  Lending activities have been focused primarily on the origination of loans secured by real estate, including residential construction loans, one- to four-family residential loans, multi-family loans, commercial real estate loans and land loans.  The Bank originates adjustable-rate
 
 
 
34

 
residential mortgage loans that do not qualify for sale in the secondary market.  The Bank also originates commercial business loans.

Critical Accounting Policies and Estimates
The Company has identified several accounting policies that as a result of judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company’s Condensed Consolidated Financial Statements. Critical accounting policies and estimates are discussed in the Company’s 2011 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 not been any material changes in the Company’s critical accounting policies and estimates as compared to the disclosure contained in the Company’s 2011 Form 10-K.

Comparison of Financial Condition at June 30, 2012 and September 30, 2011
The Company’s total assets decreased by $9.09 million, or 1.2%, to $729.14 million at June 30, 2012 from $738.22 million at September 30, 2011.  The decrease in total assets was primarily due to a decrease in cash and cash equivalents, which were used to increase CDs held for investment, fund new loans and repay FHLB advances.

Net loans receivable increased by $9.15 million, or 1.7%, to $537.17 million at June 30, 2012 from $528.02 million at September 30, 2011.  The increase was primarily due to an increase in commercial real estate loan balances, multi-family loan balances, commercial real estate construction loan balances, commercial business loan balances and custom and owner/builder construction loan balances.  These increases were partially offset by decreases in multi-family construction loan balances, land loan balances, one-to four-family loan balances, consumer loan balances and land development loan balances.

Total deposits decreased by $2.31 million, or 0.4%, to $590.37 million at June 30, 2012 from $592.68 million at September 30, 2011, primarily as a result of decreases in certificates of deposit account balances and N.O.W. checking account balances.  These decreases were partially offset by increases in money market account balances, non-interest bearing account balances and savings account balances.

Shareholders’ equity increased by $3.07 million, or 3.6%, to $89.28 million at June 30, 2012 from $86.21 million at September 30, 2011.  The increase in shareholders’ equity was primarily a result of net income for the nine months ended June 30, 2012.

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 decreased by $14.96 million or 11.4%, to $115.77 million at June 30, 2012 from $130.72 million at September 30, 2011.  The decrease was primarily due to a $19.08 million decrease in cash and cash equivalents, which was partially offset by a $4.12 million increase in CDs held for investment.

MBS (Mortgage-backed Securities) and Other Investments:  MBS and other investments decreased by $2.25 million, or 20.7%, to $8.62 million at June 30, 2012 from $10.86 million at September 30, 2011.  The decrease was primarily a result of scheduled amortization and prepayments on MBS, the sale of a $722,000 U.S. government agency MBS and OTTI charges recorded on private label residential MBS. For additional information on MBS and other investments, see Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements contained in “Item 1, Financial Statements.”

Loans: Net loans receivable increased by $9.15 million, or 1.7%, to $537.17 million at June 30, 2012 from $528.02 million at September 30, 2011.  The increase in the portfolio was primarily a result of a $12.51 million increase in commercial real estate loan balances, a $7.16 million increase in multi-family loan balances, a $5.06 million increase in commercial real estate construction loan balances, a $3.54 million increase in commercial business loan balances and a $1.44 million increase in custom and owner/builder construction loan balances.  These increases to net loans receivable were partially offset by an $8.98 million decrease in multi-family construction loan balances, a $7.96 million decrease in land loan balances, a $5.06 million decrease in one-to four-family loan balances, a $3.76 million decrease in consumer
 
 
 
35

 
loan balances and a $1.57 million decrease in land development loan balances.  Also impacting the net loans receivable was a $6.03 million decrease in the undisbursed portion of construction loans in process.

Loan originations increased to $165.61 million for the nine months ended June 30, 2012 from $123.20 million for the nine months ended June 30, 2011.  The increase in loan originations was primarily due to increased demand for commercial real estate loans and increased refinance activity for single family home loans.  The Company continued to sell longer-term fixed rate loans for asset liability management purposes and to generate non-interest income.  The Company sold fixed rate one- to four-family mortgage loans totaling $68.03 million for the nine months ended June 30, 2012 compared to $46.43 million for the nine months ended June 30, 2011.

For additional information, see Note 6 of the Notes to Unaudited Condensed Consolidated Financial Statements contained in “Item 1, Financial Statements.”

Premises and Equipment:  Premises and equipment increased by $330,000, or 1.9%, to $17.72 million at June 30, 2012 from $17.39 million at September 30, 2011.  The increase was primarily due to the remodeling of a vacant branch office building into office space for administrative personnel.

OREO (Other Real Estate Owned): OREO and other repossessed assets decreased by $814,000, or 7.5%, to $10.00 million at June 30, 2012 from $10.81 million at September 30, 2011, primarily due to the sale of OREO properties.  During the nine months ended June 30, 2012, 32 OREO properties and other repossessed assets totaling $4.91 million were sold.

Goodwill and CDI:  The recorded value of goodwill of $5.65 million at June 30, 2012 was unchanged from September 30, 2011.  The amortized value of the CDI decreased $111,000, or 28.0%, to $286,000 at June 30, 2012 from $397,000 at September 30, 2011.  The decrease was attributable to scheduled amortization of the CDI.

Prepaid FDIC Insurance Assessment:  The prepaid FDIC insurance assessment decreased $688,000, or 32.7%, to $1.42 million at June 30, 2012 from $2.10 million at September 30, 2011 as a portion of the prepaid amount was expensed.

Deposits: Deposits decreased by $2.31 million, or 0.4%, to $590.37 million at June 30, 2012 from $592.68 million at September 30, 2011.  The decrease was primarily a result of a $19.75 million decrease in certificates of deposit account balances to $208.47 million and a $5.48 million decrease in N.O.W. checking account balances to $149.82 million at June 30, 2012.  These decreases were partially offset by a $12.83 million increase in money market account balances to $73.86 million, a $5.51 million increase in non-interest bearing account balances to $70.00 million and a $4.57 million increase in savings account balances to $88.21 million at June 30, 2012.  The Company had no brokered deposits at June 30, 2012 or September 30, 2011.

FHLB Advances: The Company has short- and long-term borrowing lines with the FHLB of Seattle with total credit available on the lines equal to 30% of the Bank’s total assets, limited by available collateral. Borrowings are considered short-term when the original maturity is less than one year. At June 30, 2012 FHLB advances and other borrowings consisted of long-term FHLB advances with scheduled maturities at various dates in 2017 and bear interest at rates ranging from 3.69% to 4.34%. A portion of these advances may be called by the FHLB at a date earlier than the scheduled maturity date. The weighted average interest rate on FHLB borrowings at June 30, 2012 was 4.10%. FHLB advances decreased by $10.00 million, or 18.2%, to $45.00 million at June 30, 2012 from $55.00 million at September 30, 2011, as the Bank used a portion of its liquid assets to repay maturing FHLB advances.

Shareholders’ Equity:  Total shareholders’ equity increased by $3.07 million, or 3.6%, to $89.28 million at June 30, 2012 from $86.21 million at September 30, 2011.  The increase was primarily due to net income of $3.44 million for the nine months ended June 30, 2012.

The FRB has denied the Company’s requests to pay all quarterly cash dividends on its outstanding Series A Preferred Stock held by the Treasury.  The Company did, however, receive approval from the FRB during the quarter ended June 30, 2012 to pay $1.00 million in dividends and interest accrued on missed dividend payments.  Cash dividends on the Series A Preferred Stock are cumulative and accrue and compound on each subsequent date.  Accordingly, during the
 
 
 
36

 
 
deferral period, the Company will continue to accrue, and reflect in the consolidated financial statements, the deferred dividends on the outstanding Series A Preferred Stock.  As a result of not receiving permission from the FRB to pay all dividends, the Company had not made five quarterly dividend payments (four full payments and one partial payment) as of June 30, 2012.  At June 30, 2012, the Company has accrued preferred stock dividends in arrears of $900,000.  The Company applied to the FRB for permission to pay the remaining accrued dividends, the interest accrued on the unpaid dividends and the dividend payment due on August 15, 2012.  The Company is currently waiting for a response from the FRB.

Comparison of Operating Results for the Three and Nine Months Ended June 30, 2012 and 2011
The Company reported net income of $1.35 million for the quarter ended June 30, 2012 compared to a net loss of $(1.28) million for the quarter ended June 30, 2011.  Net income to common shareholders after adjusting for the preferred stock dividend and the preferred stock discount accretion was $1.08 million for the quarter ended June 30, 2012 compared to a net loss of $(1.55 million) for the quarter ended June 30, 2011.  The increase in earnings for the quarter was primarily a result of a decreased provision for loan losses, decreased non-interest expense, increased non-interest income and increased net interest income.  Net income per diluted common share was $0.16 for the quarter ended June 30, 2012 compared to a net loss per diluted common share of $(0.23) for the quarter ended June 30, 2011.

The Company reported net income of $3.44 million for the nine months ended June 30, 2012 compared to net income of $1.16 million for the nine months ended June 30, 2011.  Net income to common shareholders after adjusting for the preferred stock dividends and the preferred stock discount accretion was $2.64 million for the nine months ended June 30, 2012 compared to net income of $370,000 for the nine months ended June 30, 2011.  The increase in earnings for the nine months ended June 30, 2012 was primarily a result of a decreased provision for loan losses, decreased non-interest expense, increased non-interest income and increased net interest income.  Net income per diluted common share was $0.39 for the nine months ended June 30, 2012 compared to net income per diluted common share of $0.05 for the nine months ended June 30, 2011.

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

Net Income: Net income for the quarter ended June 30, 2012 increased by $2.63 million to $1.35 million from a net loss of $(1.28 million) for the quarter ended June 30, 2011.  Net income to common shareholders after adjusting for preferred stock dividend of $208,000 and preferred stock discount accretion of $61,000 was $1.08 million, or $0.16 per diluted common share for the quarter ended June 30, 2012, compared to a loss of $(1.55 million), or $(0.23) per diluted common share for the quarter ended June 30, 2011.

The increase in net income for the quarter ended June 30, 2012 was primarily the result of a $2.50 million decrease in provision for loan losses, a $685,000 decrease in non-interest expense, a $580,000 increase in non-interest income and a $216,000 increase in net interest income.  These increases to net income were partially offset by a $1.35 million increase in the provision for federal and state income taxes.

Net income for the nine months ended June 30, 2012 increased by $2.28 million, or 195.9%, to $3.44 million from the net income of $1.16 million for the nine months ended June 30, 2011.  Net income to common shareholders after adjusting for preferred stock dividends of $624,000 and preferred stock discount accretion of $179,000 was $2.64 million, or $0.39 per diluted common share for the nine months ended June 30, 2012, compared to $370,000, or $0.05 per diluted common share for the nine months ended June 30, 2011.

The increase in net income for nine months ended June 30, 2012 was primarily the result of a $2.40 million decrease in provision for loan losses, a $458,000 increase in non-interest income, a $445,000 decrease in non-interest expense and a $107,000 increase in net interest income.  The increases to net income were partially offset by a $1.13 million increase in the provision for federal and state income taxes.

Net Interest Income: Net interest income increased by $216,000, or 3.4%, to $6.63 million for the quarter ended June 30, 2012 from $6.41 million for the quarter ended June 30, 2011.  The increase in net interest income was primarily attributable to an increase of 0.20% in the net interest margin, which was partially offset by a decrease of $12.81 million in average total interest-bearing assets.
 
 
 
37

 

Total interest and dividend income decreased by $412,000 or 4.9%, to $8.02 million for the quarter ended June 30, 2012 from $8.43 million for the quarter ended June 30, 2011 as the yield on interest bearing assets decreased to 4.79% from 4.94% for the same period last year.  The decrease in the weighted average yield on interest bearing assets was primarily a result of decreased market rates for loans. Total interest expense decreased by $628,000, or 31.1%, to $1.39 million for the quarter ended June 30, 2012 from $2.02 million for the quarter ended June 30, 2011 as the average rate paid on interest bearing liabilities decreased to 0.98% for the quarter ended June 30, 2012 from 1.37% for the quarter ended June 30, 2011.  The decrease in funding costs was primarily a result of a decrease in overall market rates and a change in the composition of the funding base as the percentage of certificates of deposit account balances and FHLB advances decreased. The net interest margin increased to 3.96% for the quarter ended June 30, 2012 from 3.76% for the quarter ended June 30, 2011.

Net interest income increased by $107,000, or 0.6%, to $19.20 million for the nine months ended June 30, 2012 from $19.10 million for the nine months ended June 30, 2011.  The increase in net interest income was primarily attributable to an increase of 0.02% in the net interest margin and an increase of $277,000 in average total interest-bearing assets.

Total interest and dividend income decreased by $1.88 million or 7.3%, to $23.86 million for the nine months ended June 30, 2012 from $25.74 million for the nine months ended June 30, 2011 as the yield on interest bearing assets for the same respective periods decreased to 4.73% from 5.10%.  The decrease in the weighted average yield on interest bearing assets was primarily a result of decreased market rates for loans.  Total interest expense decreased by $1.99 million, or 29.9%, to $4.65 million for the nine months ended June 30, 2012 from $6.64 million for the nine months ended June 30, 2011 as the average rate paid on interest bearing liabilities decreased to 1.08% for the nine months ended June 30, 2012 from 1.52% for the nine months ended June 30, 2011. The decrease in funding costs was primarily a result of a decrease in overall market rates and a change in the composition of the funding base as the percentage of certificates of deposit account balances and FHLB advances decreased. The net interest margin increased to 3.80% for the nine months ended June 30, 2012 from 3.78% for the nine months ended June 30, 2011.

 
38

 


Average Balances, Interest and Average Yields/Cost
The following tables sets 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,
 
   
2012
   
2011
 
   
Average
   
Interest and
   
Yield/
   
Average
   
Interest and
   
Yield/
 
   
Balance
   
Dividends
   
Cost
   
Balance
   
Dividends
   
Cost
 
                                     
Interest-bearing assets: (1)
                                   
  Loans receivable (2)
  $ 548,450     $ 7,842       5.72 %   $ 537,858     $ 8,192       6.09 %
  MBS and other investments (2)
    7,824       89       4.55       11,256       141       5.01  
  FHLB stock and equity securities
    6,706       6       0.36       6,676       8       0.48  
  Interest-bearing deposits
    106,735       82       0.31       126,739       90       0.28  
     Total interest-bearing assets
    669,715       8,019       4.79       682,529       8,431       4.94  
Non-interest-bearing assets
    63,528                       60,678                  
     Total assets
  $ 733,243                     $ 743,207                  
                                                 
Interest-bearing liabilities:
                                               
  Savings accounts
  $ 88,696       54       0.24     $ 76,411       107       0.56  
  Money market accounts
    71,122       81       0.46       57,984       94       0.65  
  N.O.W. accounts
    151,578       150       0.40       158,905       340       0.86  
  Certificates of deposit
    212,854       640       1.21       242,573       922       1.52  
  Short-term borrowings
    818       -       0.05       509       -       0.05  
  Long-term borrowings (3)
    45,000       466       4.15       55,000       556       4.05  
     Total interest-bearing liabilities
    570,068       1,391       0.98       591,382       2,019       1.37  
Non-interest-bearing liabilities
    74,640                       64,028                  
     Total liabilities
    644,708                       655,410                  
Shareholders' equity
    88,535                       87,797                  
     Total liabilities and
                                               
       shareholders' equity
  $ 733,243                     $ 743,207                  
 
                                               
                                                 
Net interest income
          $ 6,628                     $ 6,412          
                                                 
Interest rate spread
                    3.81 %                     3.57 %
Net interest margin (4)
                    3.96 %                     3.76 %
Ratio of average interest-bearing
   assets to average interest-bearing
   liabilities
                    117.48 %                     115 .41 %
                                                 
                                                 

(1)  
Interest yield on loans and MBS is calculated assuming a 30/360 basis; interest yield on all other categories is based on daily interest basis.
(2)  
Average balances include loans and MBS on non-accrual status.
(3)  
Includes FHLB advances with original maturities of one year or greater.
(4)  
Net interest income divided by total average interest bearing assets, annualized.

 
39

 


   
Nine Months Ended June 30,
 
   
2012
   
2011
 
   
Average
   
Interest and
   
Yield/
   
Average
   
Interest and
   
Yield/
 
   
Balance
   
Dividends
   
Cost
   
Balance
   
Dividends
   
Cost
 
                                     
Interest-bearing assets: (1)
                                   
  Loans receivable (2)
  $ 542,378     $ 23,254       5.72 %   $ 537,782     $ 24,966       6.19 %
  MBS and other investments (2)
    8,825       323       4.88       12,056       486       5.37  
  FHLB stock and equity securities
    6,704       26       0.52       6,677       23       0.46  
  Interest-bearing deposits
    115,142       252       0.29       116,257       260       0.30  
     Total interest-bearing assets
    673,049       23,855       4.73       672,772       25,735       5.10  
Non-interest-bearing assets
    61,089                       59,269                  
     Total assets
  $ 734,138                     $ 732,041                  
                                                 
Interest-bearing liabilities:
                                               
  Savings accounts
  $ 86,664       214       0.33     $ 71,723       355       0.66  
  Money market accounts
    67,655       263       0.52       57,919       342       0.79  
  N.O.W. accounts
    153,829       516       0.45       157,397       1,140       0.97  
  Certificates of deposit
    218,535       2,135       1.30       242,697       2,968       1.64  
  Short-term borrowings
    671       -       0.05       514       -       0.05  
  Long-term borrowings (3)
    48,467       1,525       4.19       55,000       1,835       4.46  
     Total interest-bearing liabilities
    575,821       4,653       1.08       585,250       6,640       1.52  
Non-interest-bearing liabilities
    70,769                       60,105                  
     Total liabilities
    646,590                       645,355                  
Shareholders' equity
    87,548                       86,686                  
     Total liabilities and
                                               
       shareholders' equity
  $ 734,138                     $ 732,041                  
 
                                               
                                                 
Net interest income
          $ 19,202                     $ 19,095          
                                                 
Interest rate spread
                    3.65 %                     3.58 %
Net interest margin (4)
                    3.80 %                     3.78 %
Ratio of average interest-bearing
   assets to average interest-bearing
   liabilities
                    116.89 %                     114.95 %
                                                 
                                                 

(1)  
Interest yield on loans and MBS is calculated assuming a 30/360 basis; interest yield on all other categories is based on daily interest basis.
(2)  
Average balances include loans and MBS on non-accrual status.
(3)  
Includes FHLB advances with original maturities of one year or greater.
(4)  
Net interest income divided by total average interest bearing assets, annualized.




 
40

 
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), and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) the net change (sum of the prior columns).  Changes in rate/volume have been allocated to rate and volume variances based on the absolute values of each. (In thousands)

   
Three months ended June 30, 2012
compared to three months
ended June 30, 2011
increase (decrease) due to
   
Nine months ended June 30, 2012
compared to nine months
ended June 30, 2011
increase (decrease) due to
 
   
Rate
   
Volume
   
Net Change
   
Rate
   
Volume
   
Net Change
 
Interest-bearing assets:
                                   
  Loans receivable (1)
  $ (509 )   $ 159     $ (350 )   $ (1,668 )   $ (44 )   $ (1,712 )
  MBS and other
                                               
    investments
    (12 )     (40 )     (52 )     (42 )     (121 )     (163 )
  FHLB stock and equity
                                               
    securities
    (2 )     --       (2 )     3       --       3  
  Interest-bearing deposits
    7       (15 )     (8 )     (6 )     (2 )     (8 )
  Total net (decrease) increase in
                                               
    income on interest-earning
    assets
    (516 )     104       (412 )     (1,713 )     (167 )     (1,880 )
                                                 
Interest-bearing liabilities:
                                               
  Savings accounts
    (69 )     16       (53 )     (134 )     (7 )     (141 )
  N.O.W accounts
    (175 )     (15 )     (190 )     (599 )     (25 )     (624 )
  Money market accounts
    (31 )     18       (13 )     (79 )     -       (79 )
  CD accounts
    (178 )     (104 )     (282 )     (557 )     (276 )     (833 )
  Short-term borrowings
    --       --       --       --       --       --  
  Long-term borrowings
    13       (103 )     (90 )     (100 )     (210 )     (310 )
                                                 
Total net decrease in expense
                                               
  on interest-bearing
                                               
   liabilities
    (440 )     (188 )     (628 )     (1,469 )     (518 )     (1,987 )
                                                 
Net increase (decrease)
                                               
  in net interest income
  $ (76 )   $ 292     $ 216     $ (244 )   $ 351     $ 107  
                                                 
(1) Excludes interest on non-accrual loans.  Includes loans originated for sale.

Provision for Loan Losses:  The provision for loan losses decreased $2.50 million, or 73.5%, to $900,000 for the quarter ended June 30, 2012 from $3.40 million for the quarter ended June 30, 2011.  Net charge-offs for the quarter ended June 30, 2012 were $1.56 million compared to $3.41 million for the quarter ended June 30, 2011.

The provision for loan losses decreased $2.40 million, or 48.0% to $2.60 million for the nine months ended June 30, 2012 from $5.00 million for the nine months ended June 30, 2011.  Net charge-offs for the nine months ended June 30, 2012 were $2.94 million compared to $4.47 million for the nine months ended June 30, 2011.

The decrease in the provision for loan losses during the quarter and nine months ended June 30, 2012 was primarily due to decreased net charge-offs and a change in the composition of the loan portfolio as the level of higher risk loan categories
 
 
 
41

 
(construction and land development loans and land loans) decreased $28.34 million to $89.91 million at June 30, 2012 from $118.26 million at June 30, 2011.

The Company has established a comprehensive methodology for determining the provision for loan losses.  On a quarterly basis the Company performs an analysis that considers pertinent factors underlying the quality of the loan portfolio.  The factors include changes in the amount and composition of the loan portfolio, historic loss experience for various loan segments, changes in economic conditions, delinquency rates, a detailed analysis of impaired loans, and other factors to determine an appropriate level of allowance for loan losses.  Based on its comprehensive analysis, management believes the allowance for loan losses of $11.60 million at June 30, 2012 (2.11% of loans receivable and loans held for sale and 46.5% of non-performing loans) was adequate to provide for probable losses based on an evaluation of known and inherent risks in the loan portfolio at that date.  Impaired loans are subjected to an impairment analysis to determine an appropriate reserve amount to be held against each loan.  The aggregate principal impairment reserve amount determined at June 30, 2012 was $2.69 million.  The allowance for loan losses was $11.79 million (2.21% of loans receivable and loans held for sale and 44.6% of non-performing loans) at June 30, 2011.

While management believes the estimates and assumptions used in its determination of the adequacy of the allowance are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future provisions will not exceed the amount of past provisions or that any increased provisions that may be required will not adversely impact the Company’s consolidated financial condition and results of operations.  In addition, the determination of the amount of the Bank’s allowance for loan losses is subject to review by bank regulators as part of the routine examination process, which may result in the establishment of additional reserves based upon their analysis of information available to them at the time of their examination. Any material increase in the allowance for loan losses would adversely affect the Company’s financial condition and results of operations.  For additional information, see Note 6 of the Notes to Unaudited Condensed Consolidated Financial Statements contained in “Item 1, Financial Statements.”

Non-interest Income: Total non-interest income increased $580,000, or 32.9%, to $2.34 million for the quarter ended June 30, 2012 from $1.76 million for the quarter ended June 30, 2011.  The increase was primarily a result of a $320,000 increase in gain on sale of loans, a $128,000 decrease in net OTTI on MBS and other investments, a $55,000 reduction in the valuation allowance on MSRs and a $49,000 increase in ATM and debit card interchange transaction fees.  The increase in gain on sale of loans was primarily a result of an increased volume of fixed rate one-to four-family loans sold during quarter ended June 30, 2012.

Total non-interest income increased $458,000, or 6.7%, to $7.28 million for the nine months ended June 30, 2012 from $6.82 million for the nine months ended June 30, 2011.  The increase was primarily a result of a $508,000 increase in gain on sale of loans, a $237,000 increase in ATM and debit card interchange transaction fees, a $146,000 decrease in net OTTI on MBS and other investments and a $96,000 increase in BOLI net earnings.  These increases to non-interest income were partially offset by a $559,000 decrease in the valuation recovery on MSRs.   The increase in gain on sale of loans was primarily a result of an increased volume of fixed rate one-to four-family loans sold during the nine months ended June 30, 2012.

The valuation recovery on MSRs was based on a third party valuation of the MSR asset. The Company recorded a valuation recovery on MSRs of $144,000 during the nine months ended June 30, 2012 compared to a recovery of $703,000 for the nine months ended June 30, 2011.  At June 30, 2012, the MSR asset had a remaining valuation allowance of $340,000 that is available for future recovery.

Non-interest Expense:  Total non-interest expense decreased by $685,000, or 10.1%, to $6.10 million for the quarter ended June 30, 2012 from $6.78 million for the quarter ended June 30, 2011.  The decrease was primarily the result of a $263,000 decrease in loan administration and foreclosure expense, a $144,000 decrease in salaries and employee benefits expense, a $133,000 decrease in OREO and other repossessed assets expense and a $62,000 decrease in advertising expense.

Total non-interest expense decreased by $445,000, or 2.3%, to $18.89 million for the nine months ended June 30, 2012 from $19.34 million for the nine months ended June 30, 2011.  The decrease was primarily the result of a $404,000
 
 
 
42

 
decrease in salaries and employee benefits expense, a $216,000 decrease in FDIC insurance expense, a $138,000 decrease in other insurance expense, a $96,000 decrease in loan administration and foreclosure expense and a $51,000 decrease in advertising expense.  These decreases to non-interest expense were partially offset by a $369,000 increase in OREO and other repossessed assets expense and a $146,000 increase in deposit operations expense. The OREO expense was lower in the comparable period one year ago primarily due to gains on sale of OREO properties which offset other OREO related expenses incurred.

Provision (Benefit) for Federal and State Income Taxes:  The provision for federal and state income taxes increased $1.35 million to $624,000 for the quarter ended June 30, 2012 from a benefit for income taxes of $(729,000) for the quarter ended June 30, 2011, primarily as a result of increased income before taxes.  The Company’s effective tax (benefit) rate was 31.64% for the quarter ended June 30, 2012 and (36.29)% for the quarter ended June 30, 2011.   The change in the effective tax rate between periods was primarily due to the loss before taxes during the quarter ended June 30, 2011 and the non-taxable BOLI earnings.  BOLI earnings reduce the effective tax rate in periods with income before taxes and increase the effective tax benefit rate in periods with a loss before taxes.

The provision for federal and state income taxes increased $1.13 million, or 271.9%, to $1.55 million for the nine months ended June 30, 2012 from $417,000 for the nine months ended June 30, 2011, primarily the result of income before taxes.  The Company’s effective tax rate was 31.09% for the nine months ended June 30, 2012 and 26.41% for the nine months ended June 30, 2011.  The increase in the effective tax rate between periods was primarily due to a lower percentage of non-taxable income during the nine months ended June 30, 2012.

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

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

The Bank generally maintains sufficient cash and short-term investments to meet short-term liquidity needs.  At June 30, 2012, the Bank’s regulatory liquidity ratio (net cash, and short-term and marketable assets, as a percentage of net deposits and short-term liabilities) was 20.14%.

The Company’s total cash and cash equivalents decreased by $19.08 million, or 17.0% to $92.99 million at June 30, 2012 from $112.07 million at September 30, 2011. If the Bank requires funds that exceed its ability to generate them internally, it has additional borrowing capacity with the FHLB and the FRB. At June 30, 2012 the Bank maintained an uncommitted credit facility with the FHLB that provided for immediately available advances up to an aggregate amount equal to 30% of total assets, limited by available collateral, under which $45.00 million was outstanding and $147.29 million was available for additional borrowings..  The Bank also maintains a short-term borrowing line with the FRB with available total credit based on eligible collateral.  At June 30, 2012, the Bank had $59.12 million available for borrowings with the FRB and there was no 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, 2012, the Bank had loan commitments totaling $45.49 million and undisbursed construction loans in process totaling $12.24 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, 2012 totaled $134.66 million.  Historically, the Bank has been able to retain a significant amount of its non-brokered CDs as they mature.  At June 30, 2012, the Bank had no brokered deposits.

 
43

 
Capital Resources
Federally-insured state-chartered banks are required to maintain minimum levels of regulatory capital.  Under current FDIC regulations, insured state-chartered banks generally must maintain (i) a ratio of Tier 1 leverage capital to total assets of at least 4.0%, (ii) a ratio of Tier 1 capital to risk weighted assets of at least 4.0% and (iii) a ratio of total capital to risk weighted assets of at least 8.0%.  The Bank is currently required to maintain a “well capitalized” status and a Tier 1 leverage capital ratio of at least 10.0% under terms of the Bank MOU.  At June 30, 2012, the Bank was in compliance with all applicable capital requirements.

The following table compares the Company’s and the Bank’s actual capital amounts at June 30, 2012 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
 
Tier 1 leverage capital:
                                   
         Consolidated
  $ 84,378       11.59 %   $ 29,113       4.00 %     N/A       N/A %
         Timberland Bank (1)
    78,587       10.85       72,414       10.00     $ 72,414       10.00  
                                                 
Tier 1 risk adjusted capital:
                                               
         Consolidated
    84,378       15.58       21,657       4.00       N/A       N/A  
         Timberland Bank (1)
    78,587       14.55       32,415       6.00       32,415       6.00  
                                                 
Total risk–based capital
                                               
         Consolidated
    91,207       16.85       43,314       8.00       N/A       N/A  
         Timberland Bank (1)
    85,402       15.81       54,025       10.00       54,025       10.00  
                                                 
______________________________
(1)  
Reflects the higher Tier 1 leverage capital ratio that the Bank is required to comply with under terms of the Bank MOU with the FDIC and the Division.  Also reflects that the Bank is required to maintain Tier 1 risk adjusted capital ratio and Total risk-based capital ratio at or above the “well capitalized” thresholds under the terms of the Bank MOU.


Key Financial Ratios and Data
 (Dollars in thousands, except per share data)        
   
Three Months Ended
June 30,
    Nine Months Ended
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
PERFORMANCE RATIOS:
                       
Return (loss) on average assets (1)
    0.74 %     (0.69 )%     0.62 %     0.21 %
Return (loss) on average equity (1)
    6.09 %     (5.83 )%     5.24 %     1.79 %
Net interest margin (1)
    3.96 %     3.76 %     3.80 %     3.78 %
Efficiency ratio
    67.98 %     82.98 %     71.34 %     74.61 %

   
At
June 30,
   
At
September 30,
   
At
June 30,
 
   
2012
   
2011
   
2011
 
BOOK VALUES:
                 
Book value per common share
  $ 10.38     $ 9.97     $ 9.99  
Tangible book value per common share (2)
  $ 9.53     $ 9.11     $ 9.13  
______________________
(1)           Annualized
(2)          Calculation subtracts goodwill and core deposit intangible from the equity component.

 
 
44

 
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, 2011.

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, 2012 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, 2012, 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
2011 Form 10-K.

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable

Item 3.     Defaults Upon Senior Securities
See discussion in Item 2 of Part 1 with respect to cumulative preferred stock dividends in arrears, which discussion is incorporated here by reference.

Item 4. Mine Safety Disclosures
Not applicable
 
 
 
 
45

 

Item 5.    Other Information
None to be reported.
Item 6.     Exhibits
 (a) Exhibits 
  3.1  Articles of Incorporation of the Registrant (1)   
  3.2 
Certificate of Designation relating to the Company’s Fixed Rate Cumulative Perpetual
Preferred Stock Series A (2)
 
  3.3  Amended and Restated Bylaws of the Registrant (3)   
  4.1  Warrant to purchase shares of Company’s common stock dated December 23, 2008 (2)   
  4.2 
Letter Agreement (including Securities Purchase Agreement Standard Terms attached as
Exhibit A) dated December 23, 2008 between the Company and the United States
Department of the Treasury (2)
 
  10.1  Employee Severance Compensation Plan, as revised (4)   
  10.2  Employee Stock Ownership Plan (4)   
  10.3  1999 Stock Option Plan (5)   
  10.4  Management Recognition and Development Plan (5)   
  10.5   2003 Stock Option Plan (6)   
  10.6  Form of Incentive Stock Option Agreement (7)   
  10.7  Form of Non-qualified Stock Option Agreement (7)   
  10.8   Form of Management Recognition and Development Award Agreement (7)   
  10.9  Form of Compensation Modification Agreements (2)   
  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 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 on Form 10-Q for the quarter ended June 30, 2012, formatted on Extensible Business Reporting Language (XBRL) (a) Condensed Consolidated Balance Sheets; (b) Condensed Consolidated Statements of Operations; (c) Condensed Consolidated Statements of Comprehensive Income (Loss); (d) Condensed Consolidated Statements of Shareholders’ Equity; (e) Condensed Consolidated Statements of Cash Flows; and (f) Notes to Unaudited Condensed Consolidated Financial Statements (8)  
_________________
  (1) 
Incorporated by reference to the Registrant’s Registration Statement on
Form S-1 (333- 35817).
  (2)  
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on
December 23, 2008.
 
(3)
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 29, 2010.
  (4) 
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1997; and to the Registrant’s Current Report on Form 8-K dated April 13, 2007, and to the Registrant’s Current Report on Form 8-K dated December 18, 2007.
 
(5)
Incorporated by reference to the Registrant’s 1999 Annual Meeting Proxy Statement dated December 15, 1998.
 
(6)
Incorporated by reference to the Registrant’s 2004 Annual Meeting Proxy Statement dated December 24, 2003.
 
(7)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2005.
  (8)  Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under those sections.
     

 
46

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
  Timberland Bancorp, Inc. 
   
Date:  August 9, 2012  By: /s/Michael R. Sand                                   
 
      Michael R. Sand
        Chief Executive Officer 
        (Principal Executive Officer) 
   
   
Date:   August 9, 2012  By: /s/Dean J. Brydon                                    
        Dean J. Brydon 
 
      Chief Financial Officer 
      (Principal Financial Officer)
 
 
      

 


 
47

 
EXHIBIT INDEX
 
Exhibit No.     Description of Exhibit  
 
 
31.1  Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act 
31.2   Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act 
32  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act 
101
 
The following materials from Timberland Bancorp Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted on Extensible Business Reporting Language (XBRL) (a) Condensed Consolidated Balance Sheets; (b) Condensed Consolidated Statements of Operations; (c) Condensed Consolidated Statements of Comprehensive Income (Loss); (d) Condensed Consolidated Statements of Shareholders’ Equity; (e) Condensed Consolidated Statements of Cash Flows; and (f) Notes to Unaudited Condensed Consolidated Financial Statements
 
                                                                         

48