First Northwest Bancorp - 10-Q quarterly report FY2015 Q2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended December 31, 2014



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

Commission File Number: 001-36741

FIRST NORTHWEST BANCORP

(Exact name of registrant as specified in its charter)



Washington	46-1259100
(State or other jurisdiction of incorporation	(I.R.S. Employer
or organization)	I.D. Number)

105 West 8th Street, Port Angeles, Washington	98362
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:	(360) 457-0461

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 ý 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 ý 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 the 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	x	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of February 11, 2015, there were 13,100,360 shares of common stock, $.01 par value per share, outstanding.

FIRST NORTHWEST BANCORP

FORM 10-Q

TABLE OF CONTENTS



PART 1 - FINANCIAL INFORMATION
	Page
Item 1 - Financial Statements (Unaudited)	4

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations	47

Item 3 - Quantitative and Qualitative Disclosures About Market Risk	64

Item 4 - Controls and Procedures	64

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings	65

Item 1A - Risk Factors	65

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	65

Item 3 - Defaults Upon Senior Securities	65

Item 4 - Mine Safety Disclosures	65

Item 5 - Other Information	65

Item 6 - Exhibits	65

SIGNATURES	66

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

EXPLANATORY NOTE

First Northwest Bancorp, a Washington corporation (the "Registrant" or the "Company"), was formed in connection with the conversion of First Federal Savings and Loan Association of Port Angeles (“First Federal” or “the Bank”) from the mutual to the stock form of organization. The conversion and the Company's initial stock offering were completed on January 29, 2015. In the conversion the Company sold an aggregate of 12,167,000 shares of common stock at a price of $10.00 per share in a subscription offering. As of the reporting date of December 31, 2014, the conversion had not been completed. The Company had not issued any shares of its common stock, had no assets or liabilities, and had not conducted any business other than that of an organizational nature. Consequently, since the closing of the conversion occurred following the December 31, 2014 quarter end, the information presented in this Form 10-Q is for First Federal, the subsidiary of First Northwest Bancorp. For further information see Note 11 of the Notes to Consolidated Financial Statements.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands) (Unaudited)



ASSETS
	December 31,		June 30,
	2014		2014

Cash and due from banks	$	11,867	$	14,228
Interest-bearing deposits in banks	127,416		4,732

Total cash and cash equivalents	139,283		18,960

Investment securities available for sale, at fair value	192,303		178,972
Investment securities held to maturity, at amortized cost	49,854		53,244
Loans held for sale	—		613
Loans receivable (net of allowance for loan losses
of $7,666 and $8,072)	493,536		496,184
Federal Home Loan Bank (FHLB) stock, at cost	9,843		10,047
Accrued interest receivable	2,218		2,272
Premises and equipment, net	12,073		12,287
Mortgage servicing rights, net	1,139		1,266
Bank-owned life insurance, net	18,089		18,066
Real estate owned and repossessed assets	2,026		810
Prepaid expenses and other assets	3,787		2,571

Total assets	$	924,151	$	795,292

LIABILITIES AND EQUITY

LIABILITIES
Deposits	$	740,824	$	600,399
Borrowings	90,033		105,133
Deferred tax liability, net	1,256		1,110
Accrued interest payable	264		262
Accrued expenses and other liabilities	7,955		6,355
Advances from borrowers for taxes and insurance	810		1,038

Total liabilities	841,142		714,297

COMMITMENTS AND CONTINGENCIES (NOTE 9)

EQUITY
Retained earnings	81,394		79,663
Accumulated other comprehensive income, net of tax	1,615		1,332

Total equity	83,009		80,995

Total liabilities and equity	$	924,151	$	795,292

See selected notes to the consolidated financial statements.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands) (Unaudited)



	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2014			2013			2014			2013
INTEREST INCOME
Interest and fees on loans receivable	$	5,606		$	5,620		$	11,135		$	11,018
Interest on mortgage-backed and related securities	757			684			1,533			1,344
Interest on investment securities	330			269			647			555
Interest-bearing deposits and other	22			15			27			29
FHLB dividends	2			2			5			5
Total interest income	6,717			6,590			13,347			12,951
INTEREST EXPENSE
Deposits	382			385			753			789
Borrowings	734			827			1,470			1,654
Total interest expense	1,116			1,212			2,223			2,443
Net interest income	5,601			5,378			11,124			10,508
PROVISION FOR (RECAPTURE OF) LOAN LOSSES	—			(1		)	—			432
Net interest income after provision for (recapture of) loan losses	5,601			5,379			11,124			10,076
NONINTEREST INCOME
Loan and deposit service fees	824			912			1,659			1,773
Mortgage servicing fees, net of amortization	60			42			133			75
Net gain on sale of loans	41			151			138			354
Net (loss) on sale of investment securities	—			—			—			(68		)
(Decrease) increase in cash surrender value of bank-owned life insurance	(16		)	(25		)	23			15
Other income	70			79			168			152
Total noninterest income	979			1,159			2,121			2,301
NONINTEREST EXPENSE
Compensation and benefits	3,049			2,719			6,089			5,354
Real estate owned and repossessed assets (income) expense, net	(146		)	148			(62		)	162
Data processing	622			538			1,232			1,032
Occupancy and equipment	768			738			1,562			1,447
Supplies, postage, and telephone	171			181			331			368
Regulatory assessments and state taxes	78			102			163			209
Advertising	144			147			272			276
Professional fees	128			194			297			380
FDIC insurance premium	131			130			267			281
Other	497			449			808			803
Total noninterest expense	5,442			5,346			10,959			10,312
INCOME BEFORE PROVISION FOR
INCOME TAXES	1,138			1,192			2,286			2,065
PROVISION FOR INCOME TAXES	256			335			555			528
NET INCOME	$	882		$	857		$	1,731		$	1,537

See selected notes to the consolidated financial statements.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands) (Unaudited)



	Three Months Ended					Six Months Ended
	December 31,					December 31,
	2014		2013			2014		2013

NET INCOME	$	882	$	857		$	1,731	$	1,537

Other comprehensive income (loss), net of tax
Unrealized gain (loss) on securities
Unrealized holding gain (loss), net of taxes of
$122, $(3), $149, and $(470), respectively	232		(6		)	283		(913		)
Reclassification adjustments for losses on sale
of securities, net of taxes of $0, $0, $0,
and $23, respectively	—		—			—		45

Other comprehensive income (loss), net	232		(6		)	283		(868		)

COMPREHENSIVE INCOME	$	1,114	$	851		$	2,014	$	669

See selected notes to the consolidated financial statements.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

For the Six Months Ended December 31, 2014 and 2013

(In thousands) (Unaudited)



	Retained Earnings		Accumulated Other Comprehensive Income, Net of Tax			Total Equity

BALANCE, June 30, 2013	$	76,995	$	1,628		$	78,623

Net income	1,537					1,537
Other comprehensive loss, net of tax			(868		)	(868		)

Comprehensive income						$	669

BALANCE, December 31, 2013	$	78,532	$	760		$	79,292



BALANCE, June 30, 2014	$	79,663	$	1,332		$	80,995

Net income	1,731					1,731
Other comprehensive income, net of tax			283			283

Comprehensive income						$	2,014

BALANCE, December 31, 2014	$	81,394	$	1,615		$	83,009

See selected notes to the consolidated financial statements.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)



	Six Months Ended
	December 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,731		$	1,537
Adjustments to reconcile net income to net cash
from operating activities
Depreciation and amortization	492			555
Amortization and accretion of premiums and discounts
on investments, net	638			1,089
Amortization of deferred loan fees, net	(84		)	(101		)
Amortization of mortgage servicing rights	167			235
Additions to mortgage servicing rights	(40		)	(63		)
(Recoveries) on the valuation allowance
on mortgage servicing rights, net	—			(1		)
Provision for loan losses	—			432
(Gain) loss on sale of real estate owned and repossessed assets, net	(215		)	21
Gain on sale of loans	(138		)	(354		)
Loss on sale of securities available for sale	—			68
Write-down on real estate owned and repossessed assets	84			82
Increase in cash surrender value of life insurance	(23		)	(15		)
Origination of loans held for sale	(6,095		)	(11,924		)
Proceeds from loans held for sale	6,846			12,151
Change in assets and liabilities:
Decrease in accrued interest receivable	54			141
Increase in prepaid expenses and other assets	(1,216		)	(334		)
Increase in accrued interest payable	2			2
Increase (decrease) in accrued expenses and other liabilities	1,600			(4,104		)

Net cash from operating activities	3,803			(583		)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available for sale	(25,943		)	(1,967		)
Proceeds from maturities, calls, and principal repayments
of securities available for sale	12,595			22,267
Proceeds from sales of securities available for sale	—			10,556
Purchase of securities held to maturity	—			(5,961		)
Proceeds from maturities, calls, and principal repayments
of securities held to maturity	3,199			4,486
Proceeds from FHLB stock redemption	204			192
Proceeds from sale of real estate owned and repossessed assets	795			1,213
Loan originations, net of repayments, write-offs, and recoveries	852			(20,276		)
Purchase of premises and equipment, net	(279		)	(383		)

Net cash from investing activities	(8,577		)	10,127

See selected notes to the consolidated financial statements.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(In thousands) (Unaudited)



	Six Months Ended
	December 31,
	2014			2013
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits	140,425			5,336
Proceeds from FHLB advances	17,100			—
Repayment of FHLB advances	(32,200		)	—
Net (decrease) increase in advances from borrowers
for taxes and insurance	(228		)	60

Net cash from financing activities	125,097			5,396

NET INCREASE IN CASH AND CASH EQUIVALENTS	120,323			14,940

CASH AND CASH EQUIVALENTS, beginning of period	18,960			22,948

CASH AND CASH EQUIVALENTS, end of period	$	139,283		$	37,888

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for
Interest on deposits and other borrowings	$	2,221		$	2,441

Income taxes	$	250		$	740

NONCASH INVESTING ACTIVITIES
Unrealized gain (loss) on securities available for sale	$	432		$	(1,383	)

Loans foreclosed upon with repossession transferred to
real estate owned and repossessed assets	$	1,880		$	539

See selected notes to the consolidated financial statements.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Basis of Presentation and Critical Accounting Policies

Nature of business - First Federal Savings and Loan Association of Port Angeles provides commercial and consumer banking services to individuals and businesses located primarily on the Olympic Peninsula in the state of Washington. These services include deposit and lending transactions that are supplemented with other borrowing and investing activities.

Basis of presentation - The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by U.S. Generally Accepted Accounting Principles (GAAP) for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with our June 30, 2014 audited consolidated financial statements and accompanying notes included in our Registration Statement on Form S-1, as filed with the SEC. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial statements in accordance with GAAP have been included. Operating results for the six months ended December 31, 2014, are not necessarily indicative of the results that may be expected for the year ended June 30, 2015. In preparing the unaudited interim consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to a determination of the allowance for loan losses (ALLL), mortgage servicing rights, fair value of financial instruments, deferred tax assets and liabilities, and the valuation of impaired loans and real estate owned and repossessed assets.

Plan of conversion and change in corporate form - On January 29, 2015, in accordance with a Plan of Conversion (Plan) adopted by its Board of Directors and as approved by its members, the Bank converted from a mutual savings bank to a stock savings bank, and became the wholly-owned subsidiary of the Company, a bank holding company registered with the Board of Governors of the Federal Reserve System (Federal Reserve). In connection with the conversion, the Company issued an aggregate of 12,167,000 shares of common stock at an offering price of $10.00 per share for net proceeds of approximately $117.8 million. An additional 933,360 shares of Company common stock were contributed to the First Federal Community Foundation, a charitable foundation established in connection with the conversion, resulting in the issuance of a total of 13,100,360 shares. From the proceeds, the Company made a capital contribution of approximately $58.5 million to the Bank. The Bank intends to use this additional capital for future lending and investment activities and for general and other corporate purposes subject to regulatory limitations.

Pursuant to the Plan, the Bank’s Board of Directors adopted an employee stock ownership plan (“ESOP”) which intends to purchase in the open market 8% of the common stock or 1,048,029 shares.

Conversion costs were deferred and deducted from the proceeds of the shares sold in the offering during the third quarter of fiscal year 2015. As of December 31, 2014, there were conversion costs totaling $2.2 million which had been deferred, and were included in other assets. Total conversion costs were netted against capital raised in the mutual-to-stock conversion transaction on January 29, 2015.

At the time of conversion, the Bank established a liquidation account in an amount equal to its total net worth, approximately $79.7 million, as of June 30, 2014, the latest statement of financial condition appearing in the Company's prospectus. The liquidation account will be maintained for the benefit of eligible depositors who continue to maintain their accounts at the Bank after the conversion. The liquidation account will be reduced annually to the extent that eligible depositors have reduced their qualifying deposits. Subsequent increases will not restore an eligible holder’s interest in the liquidation account. In the event of a complete liquidation, each eligible depositor will be entitled to receive a distribution from the liquidation account in an amount proportionate to the current adjusted qualifying balances for accounts then held. The liquidation account balance is not available for payment of dividends, and the Bank may not pay dividends if those dividends would reduce equity capital below the required liquidation account amount. The conversion has been accounted for as a change in corporate form with the historic basis of the Bank's assets, liabilities, and equity unchanged as a result.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Basis of Presentation and Critical Accounting Policies (continued)

Principles of consolidation - The accompanying consolidated financial statements include the accounts of First Federal Savings and Loan Association of Port Angeles, its wholly owned subsidiary, North Olympic Peninsula Services, Inc., and majority-owned Craft3 Development IV, LLC. North Olympic Peninsula Services, Inc. owns a building currently rented in whole to First Federal and receives an immaterial amount of income from insurance contracts. Craft3 is a partnership investment which offers loans qualifying under the New Markets Tax Credit rules. All material intercompany accounts and transactions have been eliminated in consolidation.

Recently issued accounting pronouncements - In January 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-01, Accounting for Investments in Qualified Affordable Housing Projects. The objective of this ASU is to provide guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments in this ASU modify the conditions that a reporting entity must meet to be eligible to use a method other than the equity or cost methods to account for qualified affordable housing project investments. If the modified conditions are met, the amendments permit an entity to amortize the initial cost of the investment in proportion to the amount of tax credits and other tax benefits received and recognize the net investment performance in the income statement as a component of income tax expense (benefit). Additionally, the amendments introduce new recurring disclosures about all investments in qualified affordable housing projects irrespective of the method used to account for the investments. The amendments in this ASU should be applied retrospectively to all periods presented. The amendments in this ASU are effective for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014. The adoption of ASU No. 2014-11 is not expected to have a material impact on First Federal's consolidated financial statements.

In January 2014, the FASB issued ASU No. 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. This ASU includes amendments that clarify a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan causing an in substance repossession or foreclosure to occur upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The adoption of ASU No. 2014-11 is not expected to have a material impact on First Federal's consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which creates Topic 606 and supersedes Topic 605, Revenue Recognition. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In general, the new guidance requires companies to use more judgment and make more estimates than under current guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The standard is effective for public entities for interim and annual periods beginning after December 15, 2016; early adoption is not permitted. For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. First Federal is currently evaluating the impact of this ASU.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Basis of Presentation and Critical Accounting Policies (continued)

In June 2014, the FASB issued ASU No. 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures, which changes the accounting for repurchase-to-maturity transactions and repurchase financing arrangements. It also requires additional disclosures about repurchase agreements and other similar transactions. The ASU aligns the accounting for repurchase-to-maturity transactions and repurchase agreements executed as a repurchase financing with the accounting for other typical repurchase agreements. Going forward, these transactions would all be accounted for as secured borrowings. The ASU also requires new and expanded disclosures. This ASU is effective for the first interim or annual period beginning after December 15, 2014. The adoption of ASU No. 2014-11 is not expected to have a material impact on First Federal's consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU can be applied prospectively or retrospectively and are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, with early adoption permitted. First Federal is currently evaluating the impact of this ASU.

In August 2014, the FASB issued ASU No. 2014-14, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40: Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure). The amendments in this ASU require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met: (1) the loan has a government guarantee that is not separable from the loan before foreclosure; (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim; and (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The adoption of ASU No. 2015-1 is not expected to have a material impact on First Federal's consolidated financial statements.

In January 2015, the FASB issued ASU No. 2015-01, Income Statement--Extraordinary and Unusual Items (Subtopic 225-20). The ASU eliminates the need to separately classify, present, and disclose extraordinary events. The disclosure of events or transactions that are unusual or infrequent in nature will be included in other guidance. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of ASU No. 2015-1 is not expected to have a material impact on First Federal's consolidated financial statements.

Reclassifications - Certain reclassifications have been made to the 2014 and 2013 unaudited interim consolidated financial statements to conform to the 2014 presentation with no effect on net income or equity.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 - Securities

The amortized cost, gross unrealized gains and losses, and estimated fair value of securities classified as available-for-sale and held-to-maturity at December 31, 2014, are summarized as follows:



	December 31, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
Available for Sale
Investment Securities
Municipal bonds	$	9,808	$	235	$	(6	)	$	10,037
U.S. government agency issued bonds (Agency bonds)	8,788		—		(22		)	8,766
U.S. government agency issued asset-backed securities (ABS agency)	10,134		—		(318		)	9,816
Corporate issued asset-backed securities (ABS corporate)	14,751		—		—			14,751
U.S. Small Business Administration securities (SBA)	26,578		524		(21		)	27,081

Total	$	70,059	$	759	$	(367	)	$	70,451

Mortgage-Backed Securities
U.S. government agency issued mortgage-backed securities (MBS agency)	$	119,852	$	2,229	$	(229	)	$	121,852

Total securities available for sale	$	189,911	$	2,988	$	(596	)	$	192,303

Held to Maturity
Investment Securities
Municipal bonds	$	15,430	$	445	$	(10	)	$	15,865
SBA	991		3		(1		)	993

Total	$	16,421	$	448	$	(11	)	$	16,858

Mortgage-Backed Securities
MBS agency	$	33,433	$	985	$	(59	)	$	34,359

Total securities held to maturity	$	49,854	$	1,433	$	(70	)	$	51,217

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 - Securities (continued)

The amortized cost, gross unrealized gains and losses, and estimated fair value of securities classified as available-for-sale and held-to-maturity at June 30, 2014, are summarized as follows:



	June 30, 2014
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
Available for Sale
Investment Securities
Municipal bonds	$	7,418	$	139	$	(32	)	$	7,525
ABS agency	10,585		—		(445		)	10,140
SBA	28,355		600		(11		)	28,944

Total	$	46,358	$	739	$	(488	)	$	46,609

Mortgage-Backed Securities
MBS agency	$	130,654	$	2,078	$	(369	)	$	132,363

Total securities available for sale	$	177,012	$	2,817	$	(857	)	$	178,972

Held to Maturity
Investment Securities
Municipal bonds	$	15,826	$	199	$	(18	)	$	16,007
SBA	1,080		4		(1		)	1,083

Total	$	16,906	$	203	$	(19	)	$	17,090

Mortgage-Backed Securities
MBS agency	$	36,338	$	692	$	(138	)	$	36,892

Total securities held to maturity	$	53,244	$	895	$	(157	)	$	53,982

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 - Securities (continued)

The following shows the unrealized gross losses and fair value of the investment portfolio by length of time that individual securities in each category have been in a continuous loss position as of December 31, 2014:



	Less Than Twelve Months					Twelve Months or Longer					Total
	Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value
	(In thousands)
Available for Sale
Investment Securities
Municipal bonds	$	(6	)	$	2,406	$	—		$	—	$	(6	)	$	2,406
Agency bonds	(22		)	8,766		—			—		(22		)	8,766
ABS agency	(207		)	5,954		(111		)	3,862		(318		)	9,816
SBA	(7		)	2,244		(14		)	4,810		(21		)	7,054
Total	$	(242	)	$	19,370	$	(125	)	$	8,672	$	(367	)	$	28,042

Mortgage-Backed Securities
MBS agency	$	(1	)	$	2,751	$	(228	)	$	17,210	$	(229	)	$	19,961

Held to Maturity
Investment Securities
Municipal bonds	$	—		$	—	$	(10	)	$	1,314	$	(10	)	$	1,314
SBA	—			—		(1		)	252		(1		)	252
Total	$	—		$	—	$	(11	)	$	1,566	$	(11	)	$	1,566

Mortgage-Backed Securities
MBS agency	$	(5	)	$	2,714	$	(54	)	$	7,033	$	(59	)	$	9,747

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 - Securities (continued)



	Less Than Twelve Months					Twelve Months or Longer					Total
	Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value
	(In thousands)
Available for Sale
Investment Securities
Municipal bonds	$	—		$	—	$	(32	)	$	3,827	$	(32	)	$	3,827
ABS agency	(288		)	6,088		(157		)	4,053		(445		)	10,141
SBA	—			—		(11		)	5,068		(11		)	5,068
Total	$	(288	)	$	6,088	$	(200	)	$	12,948	$	(488	)	$	19,036

Mortgage-Backed Securities
MBS agency	$	(24	)	$	14,233	$	(345	)	$	24,379	$	(369	)	$	38,612

Held to Maturity
Investment Securities
Municipal bonds	$	—		$	—	$	(18	)	$	1,311	$	(18	)	$	1,311
SBA	—			—		(1		)	260		(1		)	260
Total	$	—		$	—	$	(19	)	$	1,571	$	(19	)	$	1,571

Mortgage-Backed Securities
MBS agency	$	(13	)	$	5,728	$	(125	)	$	7,921	$	(138	)	$	13,649

First Federal may hold certain investment securities in an unrealized loss position that are not considered other than temporarily impaired (OTTI). At December 31, 2014, there were 20 investment securities with $666,000 of unrealized losses and a fair value of approximately $59.3 million. At June 30, 2014, there were 23 investment securities with $1.0 million of unrealized losses and a fair value of approximately $72.9 million.

The unrealized losses on investments in debt securities relate principally to the general change in interest rates and illiquidity, and not credit quality, that has occurred since the securities’ purchase dates, and such unrecognized losses or gains will continue to vary with general interest rate level fluctuations in the future. As management does not intend to sell the securities, and it is not likely they will be required to sell the securities before their anticipated recovery, no declines are deemed to be other than temporary.

The unrealized losses on investment and mortgage-backed securities were caused by interest rate changes. Certain investments in a loss position are guaranteed by government entities or government sponsored entities. It is expected that securities in a loss position would not be settled at a price less than the amortized cost of the investment. Because the decline in fair value is attributable to changes in interest rates and not credit quality, and First Federal does not intend to sell the securities and believes it is not likely it will be required to sell these investments until a market price recovery or maturity, these investments are not considered other than temporarily impaired.

There were no OTTI losses during the three and six months ended December 31, 2014 or 2013.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 - Securities (continued)

The amortized cost and estimated fair value of investment and mortgage-backed securities by contractual maturity are shown in the following tables at the dates indicated. Actual maturities may differ from contractual maturities for investments where borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



	December 31, 2014
	Available-for-Sale				Held-to-Maturity
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In thousands)
Investment Securities
Due within one year	$	6,927	$	6,927	$	395	$	401
Due after one through five years	—		—		166		168
Due after five through ten years	13,960		14,177		4,364		4,416
Due after ten years	49,172		49,347		11,496		11,873

	$	70,059	$	70,451	$	16,421	$	16,858

Mortgage-Backed Securities
Due within one year	$	—	$	—	$	—	$	—
Due after one through five years	—		—		88		93
Due after five through ten years	5,027		5,076		7,390		7,513
Due after ten years	114,825		116,776		25,955		26,753

	$	119,852	$	121,852	$	33,433	$	34,359



	June 30, 2014
	Available-for-Sale				Held-to-Maturity
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In thousands)
Investment Securities
Due within one year	$	—	$	—	$	250	$	251
Due after one through five years	—		—		562		577
Due after five through ten years	2,048		2,119		3,084		3,138
Due after ten years	44,310		44,490		13,010		13,124

	$	46,358	$	46,609	$	16,906	$	17,090

Mortgage-Backed Securities
Due within one year	$	—	$	—	$	—	$	—
Due after one through five years	—		—		161		171
Due after five through ten years	5,030		5,048		8,667		8,816
Due after ten years	125,624		127,315		27,510		27,905

	$	130,654	$	132,363	$	36,338	$	36,892

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 - Securities (continued)

During the three and six months ended December 31, 2014 and the three months ended December 31, 2013, First Federal did not sell any investment securities. During the six months ended December 31, 2013, First Federal sold available-for-sale securities with gross proceeds of $10.6 million with no gross realized gains and gross realized losses of $68,000.

Note 3 - Loans Receivable

Loans receivable consist of the following at the dates indicated:



	December 31, 2014			June 30, 2014
	(In thousands)
One to four family	$	247,695		$	241,910
Commercial	185,391			190,660
Consumer	47,652			50,761
Construction and land	19,588			20,497
	500,326			503,828
Less:
Net deferred loan fees	900			862
(Premium) on purchased loans, net	(1,776		)	(1,290		)
Allowance for loan losses	7,666			8,072
	6,790			7,644
Total loans receivable, net	$	493,536		$	496,184

Loans, by the earlier of next repricing date or maturity, at the dates indicated:



	December 31, 2014		June 30, 2014
	(In thousands)
Adjustable-rate loans
Due within one year	$	72,967	$	84,008
After one but within five years	131,078		124,065
After five but within ten years	41,566		34,020
After ten years	—		—
	245,611		242,093
Fixed-rate loans
Due within one year	8,669		11,298
After one but within five years	17,665		19,619
After five but within ten years	45,635		47,709
After ten years	182,746		183,109
	254,715		261,735
	$	500,326	$	503,828

The adjustable-rate loans have interest rate adjustment limitations and are generally indexed to multiple indices. Future market factors may affect the correlation of adjustable loan interest rates with the rates First Federal pays on the short-term deposits that have been primarily used to fund such loans.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

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



	At or For the Three Months Ended December 31, 2014
	One to Four Family			Commercial		Consumer			Construction and Land			Unallocated		Total
ALLL:	(In thousands)
Beginning balance	$	3,746		$	1,893	$	1,489		$	431		$	424	$	7,983
Provision for loan losses	(348		)	58		(68		)	(23		)	381		—
Charge-offs	(103		)	—		(234		)	(4		)	—		(341		)
Recoveries	5			3		15			1			—		24
Ending balance	$	3,300		$	1,954	$	1,202		$	405		$	805	$	7,666



	At or For the Six Months Ended December 31, 2014
	One to Four Family			Commercial			Consumer			Construction and Land			Unallocated		Total
ALLL:	(In thousands)
Beginning balance	$	3,408		$	2,354		$	1,678		$	397		$	235	$	8,072
Provision for loan losses	3			(403		)	(226		)	56			570		—
Charge-offs	(122		)	—			(290		)	(49		)	—		(461		)
Recoveries	11			3			40			1			—		55
Ending balance	$	3,300		$	1,954		$	1,202		$	405		$	805	$	7,666

Allowance by portfolio segment:
Total ALLL	$	3,300		$	1,954		$	1,202		$	405		$	805	$	7,666
General reserve	3,105			1,812			1,103			371			805		7,196
Specific reserve	195			142			99			34			—		470

Loan balance:
Total loans	$	247,695		$	185,391		$	47,652		$	19,588		$	—	$	500,326
General reserves ⁽¹⁾	240,549			181,659			46,876			19,039			—		488,123
Specific reserves ⁽²⁾	7,146			3,732			776			549			—		12,203


⁽¹⁾ Loans collectively evaluated for general reserves.
⁽²⁾ Loans individually evaluated for specific reserves.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

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



	At or For the Three Months Ended December 31, 2013
	One to Four Family			Commercial			Consumer			Construction and Land			Unallocated		Total
	(In thousands)
Beginning balance	$	3,758		$	1,919		$	1,950		$	324		$	231	$	8,182
Provision for loan losses	(389		)	(108		)	(130		)	(1		)	627		(1		)
Charge-offs	(436		)	—			(31		)	(14		)	—		(481		)
Recoveries	83			5			14			—			—		102
Ending balance	$	3,016		$	1,816		$	1,803		$	309		$	858	$	7,802



	At or For the Six Months Ended December 31, 2013
	One to Four Family			Commercial		Consumer			Construction and Land			Unallocated		Total
	(In thousands)
Beginning balance	$	3,667		$	1,774	$	2,015		$	297		$	221	$	7,974
Provision for loan losses	(298		)	34		33			26			637		432
Charge-offs	(439		)	—		(307		)	(15		)	—		(761		)
Recoveries	86			8		62			1			—		157
Ending balance	$	3,016		$	1,816	$	1,803		$	309		$	858	$	7,802



	At the Year Ended June 30, 2014
	One to Four Family		Commercial		Consumer		Construction and Land		Unallocated		Total
	(In thousands)
Allowance by portfolio segment:
Total ALLL	$	3,408	$	2,354	$	1,678	$	397	$	235	$	8,072
General reserve	3,238		2,077		1,558		381		235		7,489
Specific reserve	170		277		120		16		—		583

Loans:
Total loans	$	241,910	$	190,660	$	50,761	$	20,497	$	—	$	503,828
General reserves ⁽¹⁾	234,300		184,895		49,843		20,057		—		489,095
Specific reserves ⁽²⁾	7,610		5,765		918		440		—		14,733


⁽¹⁾ Loans collectively evaluated for general reserves.
⁽²⁾ Loans individually evaluated for specific reserves.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

A loan is considered impaired when First Federal has determined that it may be unable to collect payments of principal or interest when due under the contractual terms of the loan. In the process of identifying loans as impaired, management takes into consideration factors that include payment history and status, collateral value, financial condition of the borrower, and the probability of collecting scheduled payments in the future. Minor payment delays and insignificant payment shortfalls typically do not result in a loan being classified as impaired. The significance of payment delays and shortfalls is considered by management on a case-by-case basis after taking into consideration the totality of circumstances surrounding the loans and the borrowers, including payment history and amounts of any payment shortfall, length and reason for delay, and likelihood of return to stable performance. Impairment is measured on a loan-by-loan basis for all loans in the portfolio except smaller balance homogeneous loans and certain qualifying TDR loans.

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



	December 31, 2014						June 30, 2014
	Recorded Investments (Loan Balance Less Charge-off)		Unpaid Principal Balance		Related Allowance		Recorded Investments (Loan Balance Less Charge-off)		Unpaid Principal Balance		Related Allowance
	(In thousands)
With no allowance recorded
One to four family	$	3,849	$	4,508	$	—	$	4,103	$	4,720	$	—
Commercial	2,090		2,148		—		977		1,032		—
Consumer	170		265		—		383		579		—
Construction and land	311		356		—		313		358		—
Loans with no allowance recorded	6,420		7,277		—		5,776		6,689		—
With an allowance recorded
One to four family	3,297		3,463		195		3,507		4,113		170
Commercial	1,642		1,642		142		4,788		4,883		277
Consumer	606		667		99		535		557		120
Construction and land	238		262		34		127		151		16
Loans with an allowance recorded	5,783		6,034		470		8,957		9,704		583
Total
One to four family	7,146		7,971		195		7,610		8,833		170
Commercial	3,732		3,790		142		5,765		5,915		277
Consumer	776		932		99		918		1,136		120
Construction and land	549		618		34		440		509		16
	$	12,203	$	13,311	$	470	$	14,733	$	16,393	$	583

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

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



	Three Months Ended December 31, 2014				Six Months Ended December 31, 2014
	Average Investment in Impaired Loans		Interest Income Recognized		Average Investment in Impaired Loans		Interest Income Recognized
	(In thousands)
With no allowance recorded
One to four family	$	3,893	$	83	$	3,959	$	109
Commercial	2,662		18		2,584		47
Consumer	196		3		258		6
Construction and land	310		15		311		16
Loans with no allowance recorded	7,061		119		7,112		178
With an allowance recorded
One to four family	3,304		70		3,321		105
Commercial	1,802		20		2,496		40
Consumer	722		14		717		21
Construction and land	162		10		160		11
Loans with an allowance recorded	5,990		114		6,694		177
Total
One to four family	7,197		153		7,280		214
Commercial	4,464		38		5,080		87
Consumer	918		17		975		27
Construction and land	472		25		471		27
	$	13,051	$	233	$	13,806	$	355

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

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



	Three Months Ended December 31, 2013				Six Months Ended December 31, 2013
	Average Investment in Impaired Loans		Interest Income Recognized		Average Investment in Impaired Loans		Interest Income Recognized
	(In thousands)
With no allowance recorded
One to four family	$	5,202	$	138	$	4,637	$	156
Commercial	3,235		40		2,546		95
Consumer	629		38		2,097		38
Construction and land	7		6		3		7
Loans with no allowance recorded	9,073		222		9,283		296
With an allowance recorded
One to four family	4,186		61		3,699		86
Commercial	3,257		26		2,314		69
Consumer	900		14		1,931		24
Construction and land	198		8		173		12
Loans with an allowance recorded	8,541		109		8,117		191
Total
One to four family	9,388		199		8,336		242
Commercial	6,492		66		4,860		164
Consumer	1,529		52		4,028		62
Construction and land	205		14		176		19
	$	17,614	$	331	$	17,400	$	487

Interest income recognized on a cash basis on impaired loans was$112,000, $140,000, $235,000, and $296,000 for the three and six months ended December 31, 2014 and 2013, respectively.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

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



	December 31,		June 30,
	2014		2014
	(In thousands)
One to four family
One to four family Olympic Peninsula¹	$	3,096	$	3,223
One to four family other	307		320
Commercial
Commercial real estate	223		1,913
Consumer
Home equity	196		340
Consumer other	71		41
Construction and land
Land and development	238		127
	$	4,131	$	5,964

¹ Olympic Peninsula is limited to properties located in the Washington State counties of Clallam and Jefferson in these tables.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

Past due loans - Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. There were no loans past due 90 days or more and still accruing interest at December 31, 2014 and June 30, 2014.

The following table presents past due loans, net of partial loan charge-offs, by class, as of December 31, 2014:



	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans
	(In thousands)
One to four family
One to four family Olympic Peninsula	$	1,243	$	831	$	1,376	$	3,450	$	165,498	$	168,948
One to four family other	768		178		—		946		77,801		78,747
Commercial
Multi-family	—		—		—		—		37,253		37,253
Commercial real estate	—		16		53		69		131,770		131,839
Commercial business	—				—		—		16,299		16,299
Consumer
Home equity	183		164		5		352		38,088		38,440
Auto	39		14		—		53		4,656		4,709
Consumer other	9		126		10		145		4,358		4,503
Construction and land
Construction	—		—		—		—		8,308		8,308
Land and development	114		109		197		420		10,860		11,280
	$	2,356	$	1,438	$	1,641	$	5,435	$	494,891	$	500,326

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

The following table presents past due loans, net of partial loan charge-offs, by class, as of June 30, 2014:



	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans
	(In thousands)
One to four family
One to four family Olympic Peninsula	$	—	$	650	$	1,181	$	1,831	$	166,079	$	167,910
One to four family other	—		319		—		319		73,681		74,000
Commercial
Multi-family	—		—		—		—		45,100		45,100
Commercial real estate	—		—		98		98		127,930		128,028
Commercial business	—		—		—		—		17,532		17,532
Consumer
Home equity	34		111		114		259		39,805		40,064
Auto	86		—		—		86		5,532		5,618
Consumer other	42		60		—		102		4,977		5,079
Construction and land
Construction	—		—		—		—		8,222		8,222
Land and development	—		45		53		98		12,177		12,275
	$	162	$	1,185	$	1,446	$	2,793	$	501,035	$	503,828

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

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

When First Federal classifies problem assets as either substandard or doubtful, it may establish a specific allowance to address the risk specifically or First Federal may allow the loss to be addressed in the general allowance. General allowances represent loss allowances that have been established to recognize the inherent risk associated with lending activities but that, unlike specific allowances, have not been specifically allocated to particular problem assets. When an insured institution classifies problem assets as a loss, it is required to charge off such assets in the period in which they are deemed uncollectible. Assets that do not currently expose First Federal to sufficient risk to warrant classification as substandard or doubtful but possess identified weaknesses are designated as either watch or special mention assets. At December 31, 2014 and June 30, 2014, First Federal had loans classified as substandard and no loans classified as doubtful or loss. Loans not otherwise classified are considered pass graded loans.

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

The following table represents the internally assigned grade as of December 31, 2014, by class of loans:



	Pass		Watch		Special Mention		Sub- Standard		Total
	(In thousands)
One to four family
One to four family Olympic Peninsula	$	159,795	$	3,142	$	1,530	$	4,481	$	168,948
One to four family other	76,029		1,472		175		1,071		78,747
Commercial
Multi-family	32,320		4,295		—		638		37,253
Commercial real estate	118,893		8,691		1,346		2,909		131,839
Commercial business	9,736		5,904		—		659		16,299
Consumer
Home equity	37,153		481		262		544		38,440
Auto	4,481		156		34		38		4,709
Consumer other	4,101		167		39		196		4,503
Construction and land
Construction	8,308		—		—		—		8,308
Land and development	10,437		453		49		341		11,280
	$	461,253	$	24,761	$	3,435	$	10,877	$	500,326

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

The following table represents the internally assigned grade as of June 30, 2014, by class of loans:



	Pass		Watch		Special Mention		Sub- Standard		Total
	(In thousands)
One to four family
One to four family Olympic Peninsula	$	156,484	$	4,154	$	2,114	$	5,158	$	167,910
One to four family other	72,809		203		605		383		74,000
Commercial
Multi-family	39,879		4,337		—		884		45,100
Commercial real estate	111,319		9,471		1,570		5,668		128,028
Commercial business	10,369		6,514		—		649		17,532
Consumer
Home equity	38,224		367		778		695		40,064
Auto	5,442		135		26		15		5,618
Consumer other	4,732		125		94		128		5,079
Construction and land
Construction	8,025		197		—		—		8,222
Land and development	11,341		524		47		363		12,275
	$	458,624	$	26,027	$	5,234	$	13,943	$	503,828

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

The following table represents the credit risk profile based on payment activity as of December 31, 2014, by class of loans:



	Nonperforming		Performing		Total
	(In thousands)
One to four family
One to four family Olympic Peninsula	$	3,096	$	165,852	$	168,948
One to four family other	307		78,440		78,747
Commercial
Multi-family	—		37,253		37,253
Commercial real estate	223		131,616		131,839
Commercial business	—		16,299		16,299
Consumer
Home equity	196		38,244		38,440
Auto	—		4,709		4,709
Consumer other	71		4,432		4,503
Construction and land
Construction	—		8,308		8,308
Land and development	238		11,042		11,280
	$	4,131	$	496,195	$	500,326

The following table represents the credit risk profile based on payment activity as of June 30, 2014, by class of loans:



	Nonperforming		Performing		Total
	(In thousands)
One to four family
One to four family Olympic Peninsula	$	3,223	$	164,687	$	167,910
One to four family other	320		73,680		74,000
Commercial
Multi-family	—		45,100		45,100
Commercial real estate	1,913		126,115		128,028
Commercial business	—		17,532		17,532
Consumer
Home equity	340		39,724		40,064
Auto	—		5,618		5,618
Consumer other	41		5,038		5,079
Construction and land
Construction	—		8,222		8,222
Land and development	127		12,148		12,275
	$	5,964	$	497,864	$	503,828

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

Troubled debt restructuring (TDR) - A TDR is a loan to a borrower who is experiencing financial difficulty that has been modified from its original terms and conditions in such a way that First Federal is granting the borrower a concession of some kind. First Federal has granted a variety of concessions to borrowers in the form of loan modifications. The modifications granted can generally be described in the following categories:

Rate modification - A modification in which the interest rate is changed.

Term modification - A modification in which the maturity date, timing of payments, or frequency of payments is changed.

Payment modification - A modification in which the dollar amount of the payment is changed. Interest-only modifications in which a loan is converted to interest-only payments for a period of time are included in this category.

Combination modification - Any other type of modification, including the use of multiple categories above.

Upon identifying a receivable as a troubled debt restructuring, First Federal classifies the loan as impaired for purposes of determining the allowance for loan losses. This requires the loan to be evaluated individually for impairment, generally based on the expected cash flows under the new terms discounted at the loan’s original effective interest rates. For TDR loans that subsequently default, the method of determining impairment is generally the fair value of the collateral less estimated selling costs.

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



	December 31,		June 30,
	2014		2014
	(In thousands)
Total TDR loans	$	9,798	$	12,164
Allowance for loan losses related to TDR loans	$	312	$	363
Total nonaccrual TDR loans	$	1,907	$	3,536

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

There were no new TDR loans, or renewals or modifications of existing TDR loans during the three and six months ended December 31, 2014.

There were no TDR loans that were modified within the 12 months prior to December 31, 2014, and for which there was a payment default during the three and six months ended December 31, 2014.

The following table presents newly restructured and renewals or modifications of existing TDR loans by class that occurred during the three months ended December 31, 2013, by type of concession granted:



	Number of Contracts	Rate Modification		Term Modification		Combination Modification		Total Modifications
		(Dollars in thousands)
Pre-modification outstanding recorded investment
One to four family
One to four family Olympic Peninsula	6	$	319	$	—	$	533	$	852
Consumer
Consumer other	1	—		—		1		1
	7	$	319	$	—	$	534	$	853
Post-modification outstanding recorded investment
One to four family
One to four family Olympic Peninsula	6	$	317	$	—	$	542	$	859
Consumer
Consumer other	1	—		—		1		1
	7	$	317	$	—	$	543	$	860

During the three months ended December 31, 2013, new TDRs consisted of one recorded investment with a pre-modification balance of $222,000 and one post-modification investment with a balance of $229,000. Renewals or modifications of existing TDR loans consisted of six recorded investments with pre-renewal balances totaling $631,000 and post-renewal balances of $631,000.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

The following table presents newly restructured and renewals or modifications of existing TDR loans by class that occurred during the six months ended December 31, 2013, by type of concession granted:



	Number of Contracts	Rate Modification		Term Modification		Combination Modification		Total Modifications
		(Dollars in thousands)
Pre-modification outstanding recorded investment
One to four family
One to four family Olympic Peninsula	10	$	319	$	—	$	1,355	$	1,674
Commercial
Multifamily	5	—		—		609		609
Consumer
Home equity	2	—		30		43		73
Consumer other	1	—		—		1		1
	18	$	319	$	30	$	2,008	$	2,357
Post-modification outstanding recorded investment
One to four family
One to four family Olympic Peninsula	10	$	317	$	—	$	1,374	$	1,691
Commercial
Multifamily	1	—		—		604		604
Consumer
Home equity	2	—		29		44		73
Consumer other	1	—		—		1		1
	14	$	317	$	29	$	2,023	$	2,369

During the six months ended December 31, 2013, new TDRs consisted of nine recorded investments with pre-modification balances totaling $1.5 million and five post-modification investments with balances of $1.5 million. Renewals or modifications of existing TDR loans consisted of nine recorded investments with pre-renewal balances totaling $858,000 and post-renewal balances of $861,000.

The following is a summary of TDR loans that were modified within the 12 months prior to December 31, 2013, and for which there was a payment default during the three and six months ended December 31, 2013.



	Number of Contracts	Rate Modification		Term Modification		Combination Modification
		(Dollars in thousands)
One to four family Olympic Peninsula	1	$	—	$	—	$	217

Total	1	$	—	$	—	$	217

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 - Loans Receivable (continued)

No additional funds are committed to be advanced in connection with impaired loans at December 31, 2014.

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



	December 31, 2014						June 30, 2014
	Accrual		Nonaccrual		Total		Accrual		Nonaccrual		Total
	(In thousands)
One to four family
One to four family Olympic Peninsula	$	3,622	$	1,490	$	5,112	$	3,941	$	1,529	$	5,470
One to four family other	279		178		457		281		188		469
Commercial
Multi-family	638		—		638		728		—		728
Commercial real estate	2,450		155		2,605		2,742		1,714		4,456
Commercial business	421		—		421		426		—		426
Consumer
Home equity	481		84		565		510		105		615
	$	7,891	$	1,907	$	9,798	$	8,628	$	3,536	$	12,164

TDR loans may be upgraded in their classification and placed on accrual status once there is a sustained period of repayment performance, usually six months or longer, and there is a reasonable assurance that repayment will continue. First Federal allows reclassification of a troubled debt restructuring back into the general loan pool (as a non-troubled debt restructuring) if the borrower is able to refinance the loan at then-current market rates and meet all of the underwriting criteria of First Federal required of other borrowers. The refinance must be based on the borrower’s ability to repay the debt and no special concessions of rate and/or term are granted to the borrower.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4 - Real Estate Owned and Repossessed Assets

The following table presents the activity in real estate owned and repossessed assets for the periods shown:



	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2014			2013			2014			2013
	(In thousands)
Beginning balance	$	650		$	1,638		$	810		$	2,265
Loans transferred to foreclosed assets	1,852			464			1,880			539
Sales	(643		)	(485		)	(795		)	(1,213		)
Write-downs	(31		)	(81		)	(84		)	(82		)
Net gain (loss) on sales	198			(48		)	215			(21		)

Ending balance	$	2,026		$	1,488		$	2,026		$	1,488

The following table presents the breakout of real estate owned and repossessed assets by type at the dates indicated:



	December 31,		June 30,
	2014		2014
	(In thousands)
One to four family residential properties	$	658	$	524
Land	—		220
Commercial real estate	1,368		—
Personal property	—		66

	$	2,026	$	810

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5 - Mortgage Servicing Rights

Loans serviced for FHLB, Fannie Mae (FNMA), and Freddie Mac (FHLMC) are not included in the accompanying consolidated balance sheets. The unpaid principal balances of serviced loans, primarily mortgage loans, were $218.5 million and $235.2 million at December 31, 2014 and June 30, 2014, respectively.

Mortgage servicing rights for the periods shown are as follows:



	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2014			2013			2014			2013
	(In thousands)
Balance at beginning of period	$	1,204		$	1,353		$	1,266		$	1,434
Additions	19			22			40			63
Amortization	(84		)	(112		)	(167		)	(235		)
Valuation recovery	—			—			—			1
Balance at end of period	$	1,139		$	1,263		$	1,139		$	1,263

The aggregate change in valuation allowance for mortgage servicing rights for the periods shown are as follows:



	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2014		2013		2014		2013
	(In thousands)
Balance at beginning of period	$	—	$	—	$	—	$	(1	)
Recoveries	—		—		—		1
Balance at end of period	$	—	$	—	$	—	$	—

The key economic assumptions used in determining the fair value of mortgage servicing rights at the dates indicated are as follows:



	December 31,		June 30,
	2014		2014

Constant prepayment rate	11.88	%	10.70	%
Weighted-average life (years)	5.8		6.3
Yield to maturity discount	9.62	%	9.99	%

The fair values of mortgage servicing rights were approximately $1.9 million and $2.2 million at December 31, 2014 and June 30, 2014, respectively.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5 - Mortgage Servicing Rights (continued)

The following represents servicing and late fees earned in connection with mortgage servicing rights and is included in the accompanying consolidated financial statements as a component of noninterest income for the periods shown:



	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2014		2013		2014		2013
	(In thousands)
Servicing fees	$	142	$	154	$	290	$	306
Late fees	5		6		11		12

Note 6 - Deposits

The aggregate amount of time deposits in denominations of $100,000 or more at December 31, 2014 and June 30, 2014, was $71.7 million and $64.9 million, respectively. Deposits and weighted-average interest rates at the dates indicated are as follows:



	Weighted- Average Interest Rate		December 31, 2014			Weighted- Average Interest Rate		June 30, 2014
	(In thousands)
Savings	0.04	%	$	208,015		0.04	%	$	84,394
Transaction accounts	0.01	%	177,216			0.01	%	172,708
Insured money market accounts	0.18	%	216,234			0.18	%	209,605
Certificates of deposit and jumbo certificates	0.88	%	139,359			0.82	%	133,692

			$	740,824				$	600,399

Weighted-average interest rate			0.23		%			0.25		%

The Bank held $128.8 million in deposits, concentrated mainly in savings accounts, as of December 31, 2014, attributable to deposits made in anticipation of participating in the Company's stock offering that was consummated on January 29, 2015.

Maturities of certificates at the dates indicated are as follows:



	December 31, 2014		June 30, 2014
	(In thousands)
Within one year or less	$	60,944	$	68,988
After one year through two years	39,827		31,108
After two years through three years	15,534		12,486
After three years through four years	8,619		6,689
After four years through five years	14,203		14,292
After five years	232		129

	$	139,359	$	133,692

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6 - Deposits (continued)

Deposits at December 31, 2014 and June 30, 2014, include $37.0 million and $38.1 million, respectively, in public fund deposits. Investment securities with a carrying value of $40.8 million and $37.4 million were pledged as collateral for these deposits at December 31, 2014 and June 30, 2014, respectively. This exceeds the minimum collateral requirements established by the Washington Public Deposit Protection Commission.

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



	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2014		2013		2014		2013
	(In thousands)
Savings	$	10	$	10	$	19	$	20
Transaction accounts	2		2		5		5
Insured money market accounts	97		88		191		176
Certificates of deposit and jumbo certificates	273		285		538		588
	$	382	$	385	$	753	$	789

Note 7 - Borrowings

FHLB Borrowings

First Federal is a member of the FHLB. As a member, First Federal has a committed line of credit of up to 40% of total assets, subject to the amount of FHLB stock ownership and certain collateral requirements.

First Federal has entered into borrowing arrangements with the FHLB to borrow funds primarily under long-term, fixed-rate advance agreements. First Federal also has a short-term, variable-rate revolving cash management advance (CMA) which matures in February 2015. All borrowings are secured by pledged collateral consisting of single-family, home equity, and multi-family loans receivable in the amounts of $206.8 million and $209.7 million and investment securities with a carrying value of $8.6 million and $10.0 million at December 31, 2014 and June 30, 2014, respectively.

FHLB advances outstanding at the dates indicated were as follows:



	December 31,		June 30,
	2014		2014
	(In thousands)
Long-term advances	$	89,924	$	89,924
CMA advance	—		15,100

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7 - Borrowings (continued)

There was no CMA short-term, variable-rate advance activity during the three months ended December 31, 2014 and 2013, and, therefore, are not reflected in the following table. The maximum and average outstanding balances and average interest rates on CMA short-term, variable-rate advances were as follows for the periods shown:



	Six Months Ended						Year Ended
	December 31,						June 30,
	2014			2013			2014
	(Dollars in thousands)
Maximum outstanding at any month-end	$	1,000		$	—		$	31,000
Monthly average outstanding	167			—			7,967
Interest expense during the period	1			—			24

Weighted-average daily interest rates
Annual	0.30		%	—		%	0.29		%
Period End	0.27			—			0.30

At December 31, 2014, FHLB long-term, fixed-rate advances are scheduled to mature as follows:



	Weighted-Average Interest Rate	December 31, 2014
	(Dollars in thousands)
Due on or before December 31, 2015	—%	$	—
Due on or before December 31, 2016	—	—
Due on or before December 31, 2017	—	—
Due on or before December 31, 2018	2.67	19,924
Thereafter	3.40	70,000
		$	89,924

At June 30, 2014, FHLB long-term, fixed-rate advances are scheduled to mature as follows:



	Weighted-Average Interest Rate	June 30, 2014
	(Dollars in thousands)
Due on or before June 30, 2015	—%	$	—
Due on or before June 30, 2016	—	—
Due on or before June 30, 2017	—	—
Due on or before June 30, 2018	2.71	6,924
Thereafter	3.28	83,000
		$	89,924

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7 - Borrowings (continued)

The maximum and average outstanding balances and average interest rates on FHLB long-term, fixed-rate advances were as follows for the periods shown:



	Three Months Ended						Six Months Ended						Year Ended
	December 31,						December 31,						June 30,
	2014			2013			2014			2013			2014
	(Dollars in thousands)
Maximum outstanding at any month-end	$	89,924		$	99,924		$	89,924		$	99,924		$	99,924
Monthly average outstanding	89,924			99,924			89,924			99,924			96,591
Interest expense during the period	733			826			1,467			1,652			3,163

Weighted-average interest rates
Annual	3.24		%	3.28		%	3.24		%	3.28		%	3.26		%
Period End	3.24			3.28			3.24			3.28			3.24

Note Payable

At December 31, 2014, Craft3 Development IV, LLC, a subsidiary of First Federal, held a fixed-rate promissory note from Craft3, Inc. in the amount of $109,000. Simple interest of 4.50% per annum is calculated on the outstanding principal balance and is due monthly. Interest expense of $1,000 was recorded during both the three months ended December 31, 2014 and 2013. Interest expense of $2,000 was recorded during both the six months ended December 31, 2014 and 2013. The entire unpaid principal balance plus any remaining interest due is payable on July 1, 2015.

Note 8 - Federal Taxes on Income

As a result of the bad debt deductions taken in years prior to 1988, retained earnings include accumulated earnings of approximately $6.4 million, on which federal income taxes have not been provided. If, in the future, this portion of retained earnings is used for any purpose other than to absorb losses on loans or on property acquired through foreclosure, federal income taxes may be imposed at the then-prevailing corporate tax rates. First Federal does not contemplate that such amounts will be used for any purpose that would create a federal income tax liability; therefore, no provision has been made.

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

As of December 31, 2014 and June 30, 2014, the balance sheet included net deferred tax liabilities of $1.3 million and $1.1 million, respectively. Our primary deferred tax asset relates to the allowance for loan losses and our primary deferred tax liabilities relate to our FHLB stock and depreciation.

A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. First Federal evaluates whether its deferred tax assets will be realized and adjusts the amount of its valuation allowance, if necessary. There was no valuation allowance at December 31, 2014 or June 30, 2014.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 8 - Federal Taxes on Income (continued)

First Federal began participating in the New Markets Tax Credit program for low-income communities in its fiscal year ended June 30, 2008, and continues to do so. First Federal will receive tax credits of approximately $1.9 million over seven years. Tax benefits related to these credits will be recognized for financial reporting purposes in different periods than the credits are recognized in First Federal’s income tax returns due to a yearly tax basis reduction resulting in a gain for income tax purposes at the end of the tax credit period. The financial reporting tax credit will total approximately $1.3 million over the seven-year period, representing the available tax credit of $1.9 million less the reduction of the tax gain of $655,000 calculated at First Federal’s current tax rate of 34%.

First Federal complied with the various regulatory provisions of the New Markets Tax Credit program and, therefore, will earn approximately $296,000 of credits that will be claimed on First Federal's current-year tax return. Additionally, as of December 31, 2014, there were tax credit carryforwards of $467,000 that begin to expire in 2021.

First Federal applies the provisions of FASB ASC 740 that require the application of a more-likely-than-not recognition criterion for the reporting of uncertain tax positions on its financial statements. First Federal had no unrecognized tax assets at December 31, 2014 and June 30, 2014. During the six months ended December 31, 2014 and the year ended June 30, 2014, First Federal recognized no interest and penalties. First Federal recognizes interest and penalties in income tax expense. First Federal files income tax returns in the U.S. federal jurisdiction and is no longer subject to U.S. federal income tax examinations by tax authorities for years ending before June 30, 2011.

Note 9 - Commitments and Contingencies

First Federal is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments generally represent a commitment to extend credit in the form of loans. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

First Federal’s exposure to credit loss, in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, is represented by the contractual notional amount of those instruments. First Federal uses the same credit policies in making commitments as it does for on-balance-sheet instruments. Management does not anticipate any material loss as a result of these transactions.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established by the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. First Federal evaluates each customer’s creditworthiness on a case-by-case basis. First Federal did not incur any significant losses on its commitments for the six months ended December 31, 2014 and the year ended June 30, 2014.

The following financial instruments were outstanding whose contract amounts represent credit risk at the dates indicated:



	December 31,		June 30,
	2014		2014
	(In thousands)
Commitments to grant loans	$	141	$	191
Standby letters of credit	285		260
Unfunded commitments under lines of credit or existing loans	36,712		38,538

Legal contingencies - Various legal claims may arise from time to time in the normal course of business, which, in the opinion of management, have no current material effect on First Federal’s consolidated financial statements.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 9 - Commitments and Contingencies

Significant group concentrations of credit risk - Concentration of credit risk is the risk associated with a lack of diversification, such as having substantial loan concentrations in a specific type of loan within First Federal’s loan portfolio, thereby exposing First Federal to greater risks resulting from adverse economic, political, regulatory, geographic, industrial, or credit developments. Loans-to-one-borrower are subject to the state banking regulations general limitation of 20 percent of First Federal’s equity, excluding accumulated other comprehensive income. At December 31, 2014 and June 30, 2014, First Federal’s most significant concentration of credit risk was in loans secured by real estate. These loans totaled approximately $475.1 million and $475.8 million, or 95.0% and 94.4%, of First Federal’s total loan portfolio at December 31, 2014 and June 30, 2014, respectively. Real estate construction, including land acquisition and land development, commercial real estate, multifamily, home equity, and one to four family residential loans are included in the total loans secured by real estate for purposes of this calculation. After a period of decline the real estate market has begun to recover, which has helped stabilize nonperforming loans and the allowance for loan losses.

At December 31, 2014 and June 30, 2014, First Federal’s most significant investment concentration of credit risk was with the U.S. Government, its agencies, and Government Sponsored Enterprises (GSEs). First Federal’s exposure, which results from positions in securities issued by the U.S. Government, its agencies, and securities guaranteed by GSEs, was $211.8 million and $218.9 million, or 84.0% and 90.4%, of First Federal’s total investment portfolio (including FHLB stock) at December 31, 2014 and June 30, 2014, respectively.

Note 10 - Fair Value Accounting and Measurement

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

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

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

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

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

Level 3 - Unobservable inputs.

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

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10 - Fair Value Accounting and Measurement (continued)

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

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

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



	December 31, 2014
	Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
	(In thousands)
Securities available-for-sale
Municipal bonds	$	—	$	10,037	$	—	$	10,037
Agency bonds	—		8,766		—		8,766
ABS agency	—		9,816		—		9,816
ABS corporate	—		14,751		—		14,751
SBA	—		27,081		—		27,081
MBS agency	—		121,852		—		121,852
	$	—	$	192,303	$	—	$	192,303



	June 30, 2014
	Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
	(In thousands)
Securities available-for-sale
Municipal bonds	$	—	$	7,525	$	—	$	7,525
ABS agency	—		10,140		—		10,140
SBA	—		28,944		—		28,944
MBS agency	—		132,363		—		132,363
	$	—	$	178,972	$	—	$	178,972

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10 - Fair Value Accounting and Measurement (continued)

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

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



	December 31, 2014
	Level 1		Level 2		Level 3		Total
	(In thousands)
Mortgage servicing rights	$	—	$	—	$	1,928	$	1,928
Impaired loans	—		—		12,203		12,203
Real estate owned and repossessed assets	—		—		2,026		2,026

	$	—	$	—	$	16,157	$	16,157


	June 30, 2014
	Level 1		Level 2		Level 3		Total
	(In thousands)
Mortgage servicing rights	$	—	$	—	$	2,157	$	2,157
Impaired loans	—		—		14,733		14,733
Real estate owned and repossessed assets	—		—		810		810

	$	—	$	—	$	17,700	$	17,700

The mortgage servicing rights measured at fair value totals presented in the previous table are evaluated at the tranche level and grouped into two categories--impaired and excess fair value. The impaired group is carried at fair value which was $0 at both December 31, 2014 and June 30, 2014. The remaining fair value at December 31, 2014 and June 30, 2014, of $1.9 million and $2.2 million, respectively, was attributable to the excess fair value group that is carried at amortized cost.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10 - Fair Value Accounting and Measurement (continued)

The following tables present the techniques used to value assets measured at fair value on a nonrecurring basis at the dates indicated:



	December 31, 2014
	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted-Average)²
	(In thousands)
Mortgage servicing rights	$	1,928	Discounted cash flows	Key assumptions¹	N/A
Impaired loans	12,203		Market comparable	Discount to appraisal	0% - 25% (2%)
Real estate owned and repossessed assets	2,026		Market comparable	Discount to appraisal	0% - 8% (1%)


¹	Key assumptions include estimated servicing revenues, servicing expenses, prepayment speeds, and discount rates.


²	Discount to appraisal disposition value.



	June 30, 2014
	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted-Average)²
	(In thousands)
Mortgage servicing rights	$	2,157	Discounted cash flows	Key assumptions¹	N/A
Impaired loans	14,733		Market comparable	Discount to appraisal	0% - 35% (6%)
Real estate owned and repossessed assets	810		Market comparable	Discount to appraisal	0% - 10% (1%)


¹	Key assumptions include estimated servicing revenues, servicing expenses, prepayment speeds, and discount rates.


²	Discount to appraisal disposition value.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10 - Fair Value Accounting and Measurement (continued)

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



	December 31, 2014
	Level 1				Level 2				Level 3				Total
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In thousands)
Financial assets
Cash and cash equivalents	$	139,283	$	139,283	$	—	$	—	$	—	$	—	$	139,283	$	139,283
Investment securities available for sale	—		—		192,303		192,303		—		—		192,303		192,303
Investment securities held to maturity	—		—		49,854		51,217		—		—		49,854		51,217
Loans receivable, net									493,536		500,495		493,536		500,495
FHLB stock	—		—		9,843		9,843		—		—		9,843		9,843
Mortgage servicing rights, net	—		—		—		—		1,139		1,928		1,139		1,928
Bank-owned life insurance	—		—		18,089		18,089		—		—		18,089		18,089

Financial liabilities
Demand deposits	$	601,465	$	601,465	$	—	$	—	$	—	$	—	$	601,465	$	601,465
Time deposits	—		—		139,359		139,698		—		—		139,359		139,698
Borrowings	—		—		90,033		93,110		—		—		90,033		93,110



	June 30, 2014
	Level 1				Level 2				Level 3				Total
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In thousands)
Financial assets
Cash and cash equivalents	$	18,960	$	18,960	$	—	$	—	$	—	$	—	$	18,960	$	18,960
Investment securities available for sale	—		—		178,972		178,972		—		—		178,972		178,972
Investment securities held to maturity	—		—		53,244		53,982		—		—		53,244		53,982
Loans held for sale	—		—		613		613		—		—		613		613
Loans receivable, net									496,184		505,181		496,184		505,181
FHLB stock	—		—		10,047		10,047		—		—		10,047		10,047
Mortgage servicing rights, net	—		—		—		—		1,266		2,157		1,266		2,157
Bank-owned life insurance	—		—		18,066		18,066		—		—		18,066		18,066

Financial liabilities
Demand deposits	$	466,707	$	466,707	$	—	$	—	$	—	$	—	$	466,707	$	466,707
Time deposits	—		—		133,692		134,162		—		—		133,692		134,162
Borrowings	—		—		105,133		107,584		—		—		105,133		107,584

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10 - Fair Value Accounting and Measurement (continued)

Financial assets and liabilities other than investment securities are not traded in active markets. Estimated fair values require subjective judgments and are approximate. The estimates of fair value in the previous table are not necessarily representative of amounts that could be realized in actual market transactions, or of the underlying value of First Federal. The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value:

Cash and cash equivalents - For short-term instruments, including cash and due from banks, and interest bearing deposits with banks, the carrying amount is a reasonable estimate of fair value.

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

Loans held for sale - For loans held for sale, carrying value approximates fair value.

Loans receivable, net - Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, including fixed and variable one to four family residential real estate, commercial, and consumer loans. There is an accurate and reliable secondary market for one to four family residential mortgage production, and available market benchmarks are used to establish discount factors for estimating fair value for these types of loans. Commercial and consumer loans use market benchmarks when available; however, due to the varied term structures and credit issues involved, they mainly rely on cash flow projections and repricing characteristics within the loan portfolio. These amounts are discounted further by embedded probable losses expected to be realized in the portfolio.

Valuations of impaired loans, real estate owned and repossessed assets are periodically performed by management, and the fair values of these loans are carried at the fair value of the underlying collateral less estimated costs to sell. Fair value of the underlying collateral may be determined using an appraisal performed by a qualified independent appraiser.

FHLB stock - For FHLB stock, carrying value approximates fair value.

Mortgage servicing rights - The estimated fair value of mortgage servicing rights is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income.

Bank-owned life insurance assets - Fair values of insurance policies owned are based on the insurance contract cash surrender value.

Deposits - The fair value of deposits with no stated maturity, such as non-interest bearing deposits, savings and interest checking accounts, and money market accounts, is equal to the amount payable on demand as of December 31, 2014 and June 30, 2014. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Borrowings - The fair value of FHLB advances and other borrowings are calculated using a discounted cash flow method, adjusted for market interest rates and terms to maturity.

Off-balance-sheet financial instruments - Commitments to extend credit represent all off-balance-sheet financial instruments. The fair value of these commitments is not significant.

FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 11 - Subsequent Event

On January 29, 2015, the Bank completed the planned mutual-to-stock conversion and became a wholly owned subsidiary of First Northwest Bancorp, Inc.. In this process, the Company raised approximately $117.8 million in net proceeds from the sale of 12,167,000 common shares in the initial public offering. From the gross proceeds, the Company made a capital contribution of approximately $58.5 million to the Bank.

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

Forward-Looking Statements

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


•	statements of our goals, intentions and expectations;


•	statements regarding our business plans, prospects, growth and operating strategies;


•	statements regarding the quality of our loan and investment portfolios; and


•	estimates of our risks and future costs and benefits.

These forward‑looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward‑looking statements due to, among others, the following factors:


•	changes in general economic conditions, either nationally or in our market area, that are worse than expected;


•	the credit risks of our lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets;


•	fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market area;


•	decreases in the secondary market demand for loans that we originate for sale;


•	management’s assumptions in determining the adequacy of the allowance for loan losses;


•	our ability to control operating costs and expenses, especially new costs associated with our operation as a public company;


•	whether our management team can implement our operational strategy;


•	because our management team has held their current positions for only a short period of time whether they can develop into a cohesive and unified senior management team;


•	our ability to successfully integrate any newly acquired assets, liabilities, customers, systems, and management personnel into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;


•	our success in opening new branches:


•	increases in premiums for deposit insurance;


•	the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation;


•	changes in the levels of general interest rates, and the relative differences between short and long-term interest rates, deposit interest rates, our net interest margin and funding sources;


•	increased competitive pressures among financial services companies;


•	our ability to attract and retain deposits;


•	changes in consumer spending, borrowing and savings habits;


•	our ability to successfully manage our growth;

•

results of examinations of us by the Washington State Department of Financial Institutions, Department of Banks, the Federal Deposit Insurance Corporation, Federal Reserve, or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our reserve for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings;


•	legislative or regulatory changes that adversely affect our business, including the effects of the Dodd-Frank Act and Basel III, changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules;


•	adverse changes in the securities markets;


•	changes in accounting policies and practices, as may be adopted by the financial institutions regulatory agencies, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board;


•	costs and effects of litigation, including settlements and judgments;


•	inability of key third-party vendors to perform their obligations to us; and


•	other economic, competitive, governmental, regulatory and technical factors affecting our operations, pricing, products and services and other risks described elsewhere in this prospectus.

Any of the forward‑looking statements that we make in this report and in other public statements we make may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Any of the forward-looking statements are based upon management's beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements included 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. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur and you should not put undue reliance on any forward-looking statements.

General

First Federal is a community-oriented financial institution primarily serving the North Olympic Peninsula region of Washington through our nine full-service banking offices. We offer a wide range of products and services focused on the lending and depository needs of the communities we serve. Historically, lending activities have been primarily directed toward the origination of first lien one- to four-family mortgage loans, and, to a lesser extent, commercial and multi-family real estate loans, construction and land loans (including lot loans), commercial business loans, and consumer loans, consisting primarily of home equity loans and lines of credit. During the past decade, recognizing our need to adapt to changing market conditions, we have revised our operating strategy to diversify our loan portfolio, expand our deposit product offerings and enhance our infrastructure. We have increased the origination of commercial real estate and multi-family real estate loans, and decreased reliance on originating and retaining longer-term, fixed-rate, residential mortgage loans. Since 2010, we have generally sold most newly originated and refinanced, conforming single-family owner-occupied mortgage loans into the secondary market, although in 2012, we began selectively retaining 30-year fixed-rate mortgages in the portfolio in an effort to enhance

our net interest income. We have historically offered traditional consumer and business deposit products, including transaction accounts, savings and money market accounts and certificates of deposit for individuals, businesses and nonprofit organizations. Deposits are our primary source of funds for our lending and investing activities.

As part of our planned expansion into new markets, we have secured a lease agreement for a proposed full-service branch located in Bellingham, Washington, subject to FDIC and DFI approval. The lease term will be for approximately 20 years with rent payments beginning at $7,500 per month at the time of branch opening, which is estimated to be during the quarter-ended December 2015. The proposed new branch will offer similar deposit, lending, and investment products and services and will utilize technology in the form of interactive teller machines similar to the Silverdale, WA full-service branch location we opened in June 2014.

On January 29, 2015, the Bank completed its mutual-to-stock conversion and became a wholly owned subsidiary of the Company. The Company raised approximately $117.8 million in net proceeds from the sale of 12,167,000 common shares in its initial public offering. From the proceeds the Company made a capital contribution of approximately $58.5 million to the Bank. The Company's stock trades on the NASDAQ under the ticker symbol "FNWB."

Common shares available in the initial public offering were oversubscribed by eligible depositors in the first priority. The ESOP, being in the second priority eligible to purchase stock in the initial public offering, will fill its order of 8% of the common stock, or 1,048,029 shares, in the open market. As of the close of the market on February 11, 2015, the ESOP had purchased 618,000, or 59.0%, of the total shares to be purchased at an average net price per share of $12.33.

First Federal is significantly affected by prevailing economic conditions as well as government policies and regulations concerning, among other things, monetary and fiscal affairs, housing and financial institutions. Deposit flows are influenced by a number of factors, including interest rates paid on competing time deposits, available alternative investments, account maturities, and the overall level of personal income and savings. Lending activities are influenced by the demand for funds, the number and quality of lenders, and regional economic cycles.

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

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

The noninterest expenses we incur in operating our business consist of salaries and employee benefits and expenses, occupancy and equipment expenses, federal deposit insurance premiums and regulatory assessments, data processing expenses, expenses related to real estate and personal property owned and other miscellaneous expenses.

Salaries and employee benefits consist primarily of salaries and wages paid to our employees, payroll taxes, expenses for health insurance, retirement plans and other employee benefits. Following the offering, we will recognize additional annual employee compensation expenses stemming from the adoption of new equity benefit plans. We cannot determine the actual amount of these new stock-related compensation and benefit expenses at this time because applicable accounting practices require that they be based on the fair market value of the shares of common stock at specific points in the future.

Our contribution to the foundation is a non-recurring operating expense that will reduce net income during the quarter ended March 31, 2015. The contribution to the foundation will result in a $5.6 million after-tax expense.

Beginning in fiscal year 2009 and continuing through much of fiscal year 2012, housing markets deteriorated in many of our market areas and we experienced significantly higher levels of delinquencies and nonperforming assets, primarily in our residential related loan portfolios. During this period, home sales activity was exceptionally slow and property values generally declined. As the effects of the recent recession became more evident and the pace of the recovery remained slow, our borrowers' ability to service their debt became more

difficult, which was reflected in our increased nonperforming asset totals. As a result, during these periods our provision for loan losses was significantly higher than historical levels. This higher than normal level of delinquencies and nonaccruals also had a material adverse effect on operating income as a result of foregone interest revenues, increased loan collection costs and carrying costs, loan charge-offs and valuation adjustments for real estate owned. Beginning in fiscal 2013, home sales activity and real estate values began to modestly improve along with general economic conditions, resulting in materially lower loan charge-offs and write-downs of real estate owned. As a result, during the years ended June 30, 2014 and 2013, and continuing during the six months ended December 31, 2014, our provision for loan losses and our real estate owned and impairment expense decreased significantly compared to prior comparable periods.

Critical Accounting Policies

There are no material changes to the critical accounting policies disclosed in First Northwest Bancorp.’s Prospectus dated November 12, 2014, as filed with the Securities and Exchange Commission pursuant to Securities Act Rule 424(b)(3) on November 25, 2014.

Comparison of Financial Condition at December 31, 2014 and June 30, 2014

Assets. Total assets increased $128.9 million, or 16.2%, to $924.2 million at December 31, 2014, from $795.3 million at June 30, 2014, primarily due to an increase of $120.3 million, or 633.2%, in cash and cash equivalents to $139.3 million at December 31, 2014, attributable to deposits made in anticipation of participating in the Company's initial public stock offering. Net loans, excluding loans held for sale, decreased $2.7 million, or 0.5%, to $493.5 million at December 31, 2014, from $496.2 million at June 30, 2014.

Gross loans, excluding loans held for sale, decreased $3.5 million, or 0.7%, to $500.3 million at December 31, 2014, from $503.8 million at June 30, 2014. The portfolio decline was primarily the result of a reduction in multi-family real estate loans, which declined during the six months ended December 31, 2014 by $7.8 million, or 17.3%, to $37.3 million at December 31, 2014 from $45.1 million at June 30, 2014. This decline in multi-family real estate loans was primarily attributed to $7.1 million of purchased loans serviced by others that paid off prior to maturity. We continue to reduce our reliance on purchased commercial and multi-family real estate loans and focus on organic growth in these portfolios of loans. Commercial real estate loans increased $3.8 million, or 3.0%, to $131.8 million at December 31, 2014 from $128.0 million at June 30, 2014. Commercial business loans decreased $1.2 million, or 6.9%, to $16.3 million at December 31, 2014, from $17.5 million at June 30, 2014. There was an increase in one- to four-family residential loans of $5.8 million, or 2.4%, during the six months ended December 31, 2014.

During the six months ended December 31, 2014, the Company originated $48.0 million of loans, of which $34.1 million, or 71.1%, were originated in the North Olympic Peninsula, $13.1 million, or 27.3%, in the Puget Sound region of Washington, and $760,000, or 1.6%, in other areas in Washington. In addition to loans originated during the six months ended December 31, 2014, the Company purchased a $10.2 million pool of one- to four-family residential loans located in the Puget Sound region of Washington.

Our allowance for loan losses declined $406,000, or 5.0%, from $8.1 million at June 30, 2014 to $7.7 million at December 31, 2014, and the allowance for loan losses as a percentage of total loans declined 0.1% from 1.6% at June 30, 2014, to 1.5% at December 31, 2014. The allowance remained relatively stable as the result of improving asset quality and decreases in nonperforming and classified loans during the six months ended December 31, 2014.

Loans receivable consisted of the following at the dates indicated:



	December 31, 2014			June 30, 2014
	(In thousands)
Real Estate:
One to four family	$	247,695		$	242,523
Multi-family	37,253			45,100
Commercial real estate	131,839			128,028
Construction and land	19,588			20,497
Total real estate loans	436,375			436,148

Consumer:
Home equity	38,440			40,064
Other consumer	9,212			10,697
Total consumer loans	47,652			50,761

Commercial business loans	16,299			17,532

Total loans	500,326			504,441
Less:
Net deferred loan fees	900			862
Premium on purchased loans, net	(1,776		)	(1,290		)
Loans held for sale	—			613
Allowance for loan losses	7,666			8,072
Total loans receivable, net	$	493,536		$	496,184

Nonperforming loans decreased $1.9 million, or 31.7%, to $4.1 million at December 31, 2014, from $6.0 million at June 30, 2014. Nonperforming commercial real estate loans decreased $1.7 million, and nonperforming one- to four-family residential loans decreased $140,000 during the six months ended December 31, 2014, partially offset by increases of $111,000 in nonperforming construction and land loans. Nonperforming loans to total loans declined from 1.2% at June 30, 2014 to 0.8% at December 31, 2014. Real estate owned and repossessed assets increased $1.2 million to $2.0 million at December 31, 2014, from $810,000 at June 30, 2014. The decrease in nonperforming commercial real estate loans and increase in real estate owned and repossessed assets was primarily a result of approximately $1.4 million in commercial real estate secured by a commercial real estate property located in Spokane Valley, Washington that was transferred to real estate owned during the quarter ended December 31, 2014. Our allowance for loan losses was $7.7 million and $8.1 million, or 1.5% and 1.6% of gross loans receivable, at December 31, 2014 and June 30, 2014, respectively. The allowance for loan losses as a percentage of nonaccruing loans increased 37.2% from 135.3% at June 30, 2014 to 185.6% at December 31, 2014.

At December 31, 2014, there were $9.8 million in restructured loans, of which $7.9 million were performing in accordance with their modified payment terms and returned to accrual status. Classified loans decreased by $3.0 million, or 21.6%, to $10.9 million at December 31, 2014, from $13.9 million at June 30, 2014.

Loans 30 days or more past due increased $2.6 million, or 92.9%, to $5.4 million at December 31, 2014, from $2.8 million at June 30, 2014, primarily due to select one- to four-family residential mortgages that pay one month behind their due date and become 30-59 days past due during months with 31 days.

The following table represents nonperforming assets and troubled debt restructurings ("TDRs") at the dates indicated.



	December 31, 2014			June 30, 2014
	(In thousands)
Nonaccruing loans:
Real estate loans:
One- to four-family	$	3,403		$	3,543
Commercial real estate	223			1,913
Construction and land	238			127
Total real estate loans	3,864			5,583

Consumer loans:
Home equity	196			340
Other	71			41
Total consumer loans	267			381

Total nonaccruing loans	4,131			5,964

Real estate owned:
One- to four-family	658			524
Commercial real estate	1,368			—
Construction and land	—			220
Total real estate owned	2,026			744

Repossessed automobiles and recreational vehicles	—			66

Total nonperforming assets	$	6,157		$	6,774

TDR loans:
One- to four-family	$	5,569		$	5,939
Multi-family	638			728
Commercial real estate	2,605			4,456
Total real estate loans	8,812			11,123

Home equity	565			615
Commercial business	421			426
Total restructured loans	$	9,798		$	12,164

Nonaccrual and 90 days or more past due loans as a percentage of total loans	0.8		%	1.2		%
Nonperforming TDRs included in total restructured loans above	$	1,907		$	3,536

At December 31, 2014, the securities portfolio increased $10.0 million, or 4.3%, to $242.2 million at December 31, 2014, from $232.2 million at June 30, 2014. Mortgage-backed securities represented the largest portion of our investment portfolio and were $155.3 million at December 31, 2014, a decrease of $13.4 million, or 7.9%, from $168.7 million at June 30, 2014, due to maturities and principal repayments. Other investment securities, including municipal bonds, were $86.9 million at December 31, 2014, an increase of $23.4 million, or 36.8% from $63.5 million at June 30, 2014.

Liabilities. Total liabilities increased $126.8 million, or 17.8%, to $841.1 million at December 31, 2014, from $714.3 million at June 30, 2014. This increase was primarily the result of deposit account balances increasing $140.4 million, or 23.4%, to $740.8 million at December 31, 2014, from $600.4 million at June 30, 2014, as a result of deposits made in anticipation of participating in the Bank's mutual to stock conversion. Transaction and savings account deposits increased $134.8 million, or 28.9%, to $601.5 million at December 31, 2014 from $466.7 million at June 30, 2014, while certificates of deposit increased $5.7 million, or 4.2%, during this period. The change in the mix of deposits also reflects the continued impact of the historically low-rate environment as depositors prefer the liquidity of savings and money market products as compared to time deposits.

Borrowings consisting primarily of long term advances for the Federal Home Loan Bank, decreased $15.1 million, or 14.4%, from $105.1 million at June 30, 2014 to $90.0 million at December 31, 2014, as Federal Home Loan Bank cash management advances were repaid. Total borrowings at December 31, 2014 consisted primarily of long term advances from the FHLB.

Equity. Total equity increased $2.0 million, or 2.5%, to $83.0 million at December 31, 2014, from $81.0 million at June 30, 2014. The increase was a result of $1.7 million in net income and a slight increase in other comprehensive income associated with changes in the market value of the available for sale investment portfolio.

Comparison of Results of Operations for the Three Months Ended December 31, 2014 and 2013

General. Net income for the three months ended December 31, 2014 was $882,000 compared to net income of $857,000 for the three months ended December 31, 2013, an increase of $25,000, or 2.9%. The increase in net income was primarily the result of a $223,000 increase in net interest income and a decrease in the provision for income taxes of $79,000 partially offset by decreases in noninterest income of $180,000 and increases in noninterest expense of $96,000.

Net Interest Income. Net interest income increased $223,000 to $5.6 million for the three months ended December 31, 2014, from $5.4 million for the three months ended December 31, 2013. The increase was the result of an increase in interest income coupled with a decrease in interest expense.

The net interest margin increased one basis point to 2.87% for the three months ended December 31, 2014, from 2.86% for the same period in 2013. The net interest margin remained stable primarily due to a decrease in the yield on average net loans receivable of 17 basis points offset by an increase of $16.0 million, or 3.4%, in the average balance of net loans receivable along with a 38 basis point improvement in the average yield on the mortgage-backed securities portfolio to 1.91% for the three months ended December 31, 2014 from 1.53% for the three months ended December 31, 2013. Net interest margin was also adversely affected by the substantial increase in cash and cash equivalents invested at nominal interest rates. Of the $223,000 increase in net interest income during the three months ended December 31, 2014 compared to the same period in 2013, $277,000 was the result of an increase in volume partially offset by a $54,000 decline from the changes in rates. The cost of average interest-bearing liabilities decreased eight basis points to 0.69% for the three months ended December 31, 2014, compared to 0.77% for the same period in the prior year, due primarily to the decreased cost of FHLB borrowings and a decline in certificates of deposit.

Interest Income. Total interest income increased $127,000, or 1.9%, to $6.7 million for the three months ended December 31, 2014 from $6.6 million for the comparable period in 2013. Interest income on loans decreased $14,000, or 0.2%, during the three months ended December 31, 2014, primarily reflecting a decrease in loan yields of 17 basis points for three months ended December 31, 2014 compared to the three months ended December 31, 2013, as higher yielding loans continued to pay off and were replaced with loans at lower interest rates.

Interest income on investment securities increased $61,000 to $330,000 for the three months ended December 31, 2014 compared to $269,000 for the three months ended December 31, 2013. The average balance of our investment securities increased $11.3 million to $71.2 million for the three months ended December 31, 2014 compared to $59.9 million for the three months ended December 31, 2013. The yield on investment securities for the three months ended December 31, 2014 increased five basis points due primarily to higher reinvestment rates available in 2014.

Interest income on mortgage backed securities increased $73,000 primarily due to an increase of 38 basis points in average yields from 1.53% for the three months ended December 31, 2013 to 1.91% for the three months ended December 31, 2014. The average balance of mortgage-backed securities decreased as cash flows were partially redeployed primarily to fund loan growth and, to a lesser extent, other investment securities.

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



	Three Months Ended December 31,
	2014				2013
	Average Balance Outstanding		Yield		Average Balance Outstanding		Yield		Increase/ (Decrease) in Interest Income
	(Dollars in thousands)
Loans receivable, net	$	485,595	4.62	%	$	469,608	4.79	%	$	(14	)
Investment securities	71,213		1.85		59,867		1.80		61
Mortgage-backed securities	158,710		1.91		178,456		1.53		73
FHLB stock	9,920		0.08		10,305		0.08		—
Cash and due from banks	54,243		0.16		33,207		0.18		7
Total interest-earning assets	$	779,681	3.45		$	751,443	3.51		$	127

Interest Expense. Total interest expense decreased $96,000, or 8.1%, to $1.1 million for the three months ended December 31, 2014, compared to $1.2 million for the three months ended December 31, 2013. Deposit costs decreased $3,000, or 0.8%, primarily due to a decline in the average balance of certificates of deposit, which resulted in a decrease in interest rates paid. The average balance of interest-bearing deposits increased $28.3 million, or 5.3%, to $560.5 million for the three months ended December 31, 2014 from $532.2 million at the three months ended December 31, 2013. This increase was attributable to increases in the average balances for transaction accounts of $1.6 million, savings accounts of $27.4 million, and money market accounts of $12.3 million partially offset by a $13.1 million decrease in the average balance of certificates of deposit. Contributing to the increase in money market accounts was a promotional rate offering to assist in our efforts to increase customer deposit balances in new and existing markets.

With rates at historically low levels there has been little incentive for depositors to extend maturities and reduce the liquidity associated with savings and money market products by renewing maturing certificates of deposit. The average cost of all deposit products decreased for the three months ended December 31, 2014, with certificates of deposit increasing by four basis points and savings accounts declining by one basis point respectively, while the cost of money market deposits and transaction accounts remained unchanged for the three months ended December 31, 2014 and 2013. Borrowing costs declined $93,000 to $734,000 for the three months ended December 31, 2014 from $827,000 for the same period last year due to the maturity of $10.0 million long-term FHLB advances and the use of less expensive borrowings on our FHLB CMA account for short-term business cash flow needs.

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



	Three Months Ended December 31,
	2014				2013				Increase/ (Decrease) in Interest Expense
	Average Balance Outstanding		Rate		Average Balance Outstanding		Rate		Increase/ (Decrease) in Interest Expense
	(Dollars in thousands)
Savings accounts	$	110,366	0.04	%	$	83,002	0.05	%	$	—
Transaction accounts	105,785		0.01		104,143		0.01		—
Money market accounts	213,383		0.18		201,048		0.18		9
Certificates of deposit	130,951		0.83		144,030		0.79		(12		)
Borrowings	90,033		3.26		100,033		3.31		(93		)
Total interest-bearing liabilities	$	650,518	0.69		$	632,256	0.77		$	(96	)

Provision for Loan Losses. There was no provision for loan losses during the three months ended December 31, 2014, compared to a small recapture of $1,000 for the three months ended December 31, 2013. This was primarily due to continued improvement in our asset quality as reflected in the decrease in nonperforming loans as a percent of loans, from 1.5% at December 31, 2013 to 0.8% at December 31, 2014. The improvements in

delinquencies and nonperforming loans are attributed to the improving economic conditions allowing some borrowers to improve their financial condition. Management considers the allowance for loan losses at December 31, 2014 to be adequate to cover probable losses inherent in the loan portfolio. 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 our financial condition and results of operations. In addition, the determination of the amount of our 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 judgment or information available to them at the time of their examination.

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



	For the Three Months Ended December 31,
	2014			2013
	(Dollars in thousands)
Provision for (recapture of) loan losses	$	—		$	(1	)
Net charge-offs	(317		)	(379		)
Allowance for loan losses	7,666			7,802
Allowance for losses as a percentage of total gross loans receivable at the end of this period	1.5		%	1.6		%
Total nonaccruing loans	4,131			7,179
Allowance for loan losses as a percentage of nonaccrual loans at end of period	185.6		%	108.7		%
Nonaccrual and 90 days or more past due loans as a percentage of total loans	0.8		%	1.5		%
Total loans	$	500,326		$	477,559

Noninterest Income. Noninterest income decreased $180,000, from $1.2 million for the three months ended December 31, 2013 to $979,000 for the three months ended December 31, 2014. Loan and deposit service fees decreased $88,000, or 9.6%, to $824,000 for the three months ended December 31, 2014, mainly due to lower fees related to income received on customer check orders, lower volumes of non-sufficient funds (NSF) activity, and income related to VISA transactions. Decreases in the gain on sale of loans of $110,000 during the three months ended December 31, 2014, compared to the same period in 2013, was attributable to a planned reduction in loan sales activity during the quarter in order to increase interest earned on loans receivable.

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



	Three Months Ended December 31,						Increase (Decrease)
	2014			2013			Amount			Percent
	(Dollars in thousands)
Loan and deposit service fees	$	824		$	912		$	(88	)	(9.6	)	%
Mortgage servicing fees, net of amortization	60			42			18			42.9
Net gain on sale of loans	41			151			(110		)	(72.8	)
Increase in cash surrender value of bank-owned life insurance	(16		)	(25		)	9			(36.0	)
Other income	70			79			(9		)	(11.4	)
Total noninterest income	$	979		$	1,159		$	(180	)	(15.5	)	%

Noninterest Expense. Noninterest expense increased $96,000, or 1.8%, to $5.4 million for the three months ended December 31, 2014, compared to $5.3 million for the three months ended December 31, 2013. This increase was primarily due to an increase in compensation and benefits of $330,000, and data processing and occupancy and equipment expense of $84,000 and $30,000, respectively, partially offset by a $294,000 decline in

real estate owned and repossessed assets expense, net. Additional staffing has been added in connection with our branch expansion into Kitsap County, and the Company has increased staffing in the credit administration, production and other support areas to manage its growth and improve approval times for loans. As a result, full-time equivalent employees increased to 170 at December 31, 2014 from 165 at December 31, 2013. Compensation and benefits during the quarter ended December 31, 2014, also increased compared to the comparable period in 2013 as a result of additional accruals of $69,000 to the Company's pension benefit plan compared to accruals recorded in the comparable period in 2013, as well as a result of certain market rate and merit increase adjustments for employees and management. Expenses related to real estate owned and repossessed assets declined as the Company realized gains primarily on the sale of one- to four-family residential properties in excess of write-downs for the three and six months ended December 31, 2014 as compared to the same periods in 2013.

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



	Three Months Ended December 31,					Increase (Decrease)
	2014			2013		Amount			Percent
	(Dollars in thousands)
Compensation and benefits	$	3,049		$	2,719	$	330		12.1		%
Real estate owned and repossessed assets (income) expense, net	(146		)	148		(294		)	(198.6	)
Data processing	622			538		84			15.6
Occupancy and equipment	768			738		30			4.1
Supplies, postage, and telephone	171			181		(10		)	(5.5	)
Regulatory assessments and state taxes	78			102		(24		)	(23.5	)
Advertising	144			147		(3		)	(2.0	)
Professional fees	128			194		(66		)	(34.0	)
FDIC insurance premium	131			130		1			0.8
Other	497			449		48			10.7
Total	$	5,442		$	5,346	$	96		1.8		%

Provision for Income Tax. An income tax expense of $256,000 was recorded for net income for the three months ended December 31, 2014 compared to an income tax expense of $335,000 for the three months ended December 31, 2013. This was generally due to a decrease in income before taxes of $54,000.

Comparison of Results of Operations for the Six Months Ended December 31, 2014 and 2013

General. Net income for the six months ended December 31, 2014 was $1.7 million compared to net income of $1.5 million for the six months ended December 31, 2013, an increase of $194,000, or 12.6%. The increase in net income was primarily the result of a $616,000 increase in net interest income and a $432,000 decline in the provision for loan losses offset by a decrease in noninterest income of $180,000 and increases in noninterest expense of $647,000 and in the provision for income taxes of $27,000.

Net Interest Income. Net interest income increased $616,000 to $11.1 million for the six months ended December 31, 2014, from $10.5 million for the six months ended December 31, 2013. The increase was the result of an increase in interest income coupled with a decrease in interest expense.

Net interest margin increased 12 basis points to 2.91% for the six months ended December 31, 2014, from 2.79% for the same period in 2013, primarily due to the $24.4 million, or 5.3%, increase in average net loans receivable. The redistribution of interest-earning assets from investments to loans improved the yield, and increases in the yield on the investment portfolio more than offset a 19 basis point decrease in yield on the loan portfolio. Of the $616,000 increase in net interest income during the six months ended December 31, 2014 compared to the same period in 2013, $679,000 was the result of an increase in volume partially offset by a $63,000 decline from the changes in rates. The cost of average interest-bearing liabilities decreased seven basis points to 0.70% for the six months ended December 31, 2014, compared to 0.77% for the same period in the prior year, due primarily to the decreased cost of FHLB borrowings and a decline in the average balance of certificates of deposit.

Interest Income. Total interest income increased $396,000, or 3.1%, to $13.3 million for the six months ended December 31, 2014 from $13.0 million for the comparable period in 2013. Interest income on loans increased $117,000, or 1.1%, during the six months ended December 31, 2014, primarily reflecting an increase of $24.4 million in the average balance of net loans receivable outstanding compared to the comparable period in 2013. During the six months ended December 31, 2014, average loan yields decreased 19 basis points compared to the six months ended December 31, 2013, as higher yielding loans continued to pay off and were replaced with loans at lower interest rates.

Interest income on investment securities increased $92,000 to $647,000 for the six months ended December 31, 2014 compared to $555,000 for the six months ended December 31, 2013. The average balance of the investment securities increased $5.8 million to $67.1 million for the six months ended December 31, 2014 compared to $61.3 million for the six months ended December 31, 2013. The yield on investment securities for the six months ended December 31, 2014 increased 12 basis points due primarily to higher reinvestment rates available in 2014.

Interest income on mortgage backed securities increased $189,000 primarily due to an increase of 42 basis points in average yields from 1.47% for the six months ended December 31, 2013 to 1.89% for the six months ended December 31, 2014. The average balance of mortgage-backed securities decreased as cash flows were partially redeployed primarily to fund loan growth and, to a lesser extent, other investment securities.

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



	Six Months Ended December 31,
	2014				2013
	Average Balance Outstanding		Yield		Average Balance Outstanding		Yield		Increase/ (Decrease) in Interest Income
	(Dollars in thousands)
Loans receivable, net	$	487,425	4.57	%	$	463,018	4.76	%	$	117
Investment securities	67,130		1.93		61,282		1.81		92
Mortgage-backed securities	162,028		1.89		183,250		1.47		189
FHLB stock	9,971		0.10		10,353		0.10		—
Cash and due from banks	38,469		0.14		35,532		0.16		(2		)
Total interest-earning assets	$	765,023	3.49		$	753,435	3.44		$	396

Interest Expense. Total interest expense decreased $220,000, or 9.0%, to $2.2 million for the six months ended December 31, 2014, compared to $2.4 million for the six months ended December 31, 2013. Deposit costs decreased $36,000, or 4.6%, primarily due to a decline in the average balance of certificates of deposit, which resulted in a decrease in interest paid. The average balance of interest-bearing deposits increased $13.0 million, or 2.4%, to $546.1 million for the six months ended December 31, 2014 from $533.1 million for the six months ended December 31, 2013. This increase was attributable to increases in the average balances for transaction accounts of $2.1 million, savings accounts of $14.6 million, and money market accounts of $11.0 million partially offset by a decrease in the average balance of certificates of deposit of $14.6 million. With rates at historically low levels there has been little incentive for depositors to extend maturities and reduce the liquidity associated with savings and money market products by renewing maturing certificates of deposit. The average cost of all deposit products decreased for the six months ended December 31, 2014, with certificates of deposit decreasing by two basis points, while the cost of money market deposits and transaction accounts remained unchanged at 0.18% and 0.01% for the six months ended December 31, 2014 and 2013, respectively. Borrowing costs declined $184,000 to $1.5 million for the six months ended December 31, 2014 from $1.7 million for the same period last year due to the maturity of $10.0 million long-term FHLB advances and the use of less expensive borrowings on the FHLB CMA account for short-term business cash flow needs.

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



	Six Months Ended December 31,
	2014				2013				Increase/ (Decrease) in Interest Expense
	Average Balance Outstanding		Rate		Average Balance Outstanding		Rate		Increase/ (Decrease) in Interest Expense
	(Dollars in thousands)
Savings accounts	$	97,675	0.04	%	$	83,124	0.05	%	$	(1	)
Transaction accounts	104,895		0.01		102,840		0.01		—
Money market accounts	212,009		0.18		201,031		0.18		15
Certificates of deposit	131,486		0.82		146,102		0.80		(50		)
Borrowings	90,742		3.24		100,033		3.31		(184		)
Total interest-bearing liabilities	$	636,807	0.70		$	633,130	0.77		$	(220	)

Provision for Loan Losses. There was no provision for loan losses during the six months ended December 31, 2014, compared to $432,000 for the six months ended December 31, 2013. This was primarily due to improving asset quality as reflected in the decrease in nonperforming loans as a percent of loans from 1.5% at December 31, 2013 to 0.8% at December 31, 2014, as well as a decline in net charge-offs. The improvements in delinquencies and nonperforming loans are attributed to the improving economic conditions allowing some borrowers to improve their financial condition. The improvement in net charge-offs reflects the improvement in real estate values in our market areas.

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



	For the Six Months Ended December 31,
	2014			2013
	(Dollars in thousands)
Provision for loan losses	$	—		$	432
Net (charge-offs) recoveries	(406		)	(604		)
Allowance for loan losses	7,666			7,802
Allowance for losses as a percentage of total gross loans receivable at the end of this period	1.5		%	1.6		%
Total nonaccruing loans	4,131			7,179
Allowance for loan losses as a percentage of nonaccrual loans at end of period	185.6		%	108.7		%
Nonaccrual and 90 days or more past due loans as a percentage of total loans	0.8		%	1.5		%
Total loans	$	500,326		$	477,559

Noninterest Income. Noninterest income decreased $180,000 from $2.3 million for the six months ended December 31, 2013 to $2.1 million for the six months ended December 31, 2014. Loan and deposit service fees decreased $114,000, or 6.4%, to $1.7 million for the six months ended December 31, 2014, mainly due to lower NSF fees on deposit accounts and lower fees related to income received on customer check orders. Decreases in the gain on sale of loans of $216,000 during the six months ended December 31, 2014, compared to the same period in 2013, was attributable to a planned reduction in loan sales activity during the period and decreases in the overall volume of originations of loans held for sale.

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



	Six Months Ended December 31,					Increase (Decrease)
	2014		2013			Amount			Percent
	(Dollars in thousands)
Loan and deposit service fees	$	1,659	$	1,773		$	(114	)	(6.4	)	%
Mortgage servicing fees, net of amortization	133		75			58			77.3
Net gain on sale of loans	138		354			(216		)	(61.0	)
Net (loss) gain on sale of investment securities	—		(68		)	68			(100.0	)
Increase in cash surrender value of bank-owned life insurance	23		15			8			53.3
Other income	168		152			16			10.5
Total noninterest income	$	2,121	$	2,301		$	(180	)	(7.8	)	%

Noninterest Expense. Noninterest expense increased $647,000, or 6.3%, to $11.0 million for the six months ended December 31, 2014, compared to $10.3 million for the six months ended December 31, 2013. This increase was primarily due to an increase in compensation and benefits of $735,000, and data processing and occupancy and equipment expense of $200,000 and $115,000, respectively partially offset by a $224,000 decline in real estate owned and repossessed assets expense, net. Additional staffing has been added in connection with the branch expansion into Kitsap County, and the Company has increased the staffing in the credit administration, production and other support areas to manage its growth and improve approval times for loans. Compensation and benefits during the six months ended December 31, 2014 also increased compared to the comparable period in 2013 as a result of additional accruals of $215,000 to the Company's pension benefit plan compared to accruals recorded in the comparable period in 2013, as well as certain market rate and merit increase adjustments for employees and management.

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



	Six Months Ended December 31,					Increase (Decrease)
	2014			2013		Amount			Percent
	(Dollars in thousands)
Compensation and benefits	$	6,089		$	5,354	$	735		13.7		%
Real estate owned and repossessed assets expenses, net	(62		)	162		(224		)	(138.3	)
Data processing	1,232			1,032		200			19.4
Occupancy and equipment	1,562			1,447		115			7.9
Supplies, postage, and telephone	331			368		(37		)	(10.1	)
Regulatory assessments and state taxes	163			209		(46		)	(22.0	)
Advertising	272			276		(4		)	(1.4	)
Professional fees	297			380		(83		)	(21.8	)
FDIC insurance premium	267			281		(14		)	(5.0	)
Other	808			803		5			0.6
Total	$	10,959		$	10,312	$	647		6.3		%

Provision for Income Tax. An income tax expense of $555,000 was recorded for net income for the six months ended December 31, 2014 compared to an income tax expense of $528,000 for the six months ended December 31, 2013. This was generally due to an increase in income before taxes of $221,000.

Average Balances, Interest and Average Yields/Cost

The following table 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, resultant yields, interest rate spread, net interest margin (otherwise known as net yield on interest‑earning assets), and the ratio of average interest‑earning assets to average interest-bearing liabilities. Also presented is the weighted average yield on interest-earning assets, rates paid on interest-bearing liabilities and the resultant spread at December 31, 2014. Income and all average balances are monthly average balances, which management deems to be not materially different than daily averages. Nonaccruing loans have been included in the table as loans carrying a zero yield.



	At December 31, 2014		Three Months Ended December 31,														Six Months Ended December 31,
	At December 31, 2014		2014							2013							2014							2013
	Yield/ Rate		Average Balance Outstanding			Interest Earned/ Paid		Yield/ Rate		Average Balance Outstanding			Interest Earned/ Paid		Yield/ Rate		Average Balance Outstanding			Interest Earned/ Paid		Yield/ Rate		Average Balance Outstanding			Interest Earned/ Paid		Yield/ Rate

Interest-earning assets:	(Dollars in thousands)
Loans receivable, net ⁽¹⁾	4.67	%	$	485,595		$	5,606	4.62	%	$	469,608		$	5,620	4.79	%	$	487,425		$	11,135	4.57	%	$	463,018		$	11,018	4.76	%
Investment securities	2.30		71,213			330		1.85		59,867			269		1.80		67,130			647		1.93		61,282			555		1.81
Mortgage-backed securities	2.01		158,710			757		1.91		178,456			684		1.53		162,028			1,533		1.89		183,250			1,344		1.47
FHLB dividends	0.10		9,920			2		0.08		10,305			2		0.08		9,971			5		0.10		10,353			5		0.10
Cash and cash equivalents	0.11		54,243			22		0.16		33,207			15		0.18		38,469			27		0.14		35,532			29		0.16
Total interest-earning assets ⁽²⁾	3.24		779,681			6,717		3.45		751,443			6,590		3.51		765,023			13,347		3.49		753,435			12,951		3.44

Interest-bearing liabilities:
Savings accounts	0.04		$	110,366		$	10	0.04		$	83,002		10		0.05		$	97,675		$	19	0.04		$	83,124		20		0.05
Transaction accounts	0.01		105,785			2		0.01		104,143			2		0.01		104,895			5		0.01		102,840			5		0.01
Money market accounts	0.18		213,383			97		0.18		201,048			88		0.18		212,009			191		0.18		201,031			176		0.18
Certificates of deposit	0.88		130,951			273		0.83		144,030			285		0.79		131,486			538		0.82		146,102			588		0.80
Total deposits	0.23		560,485			382		0.27		532,223			385		0.29		546,065			753		0.28		533,097			789		0.30
Borrowings	3.24		90,033			734		3.26		100,033			827		3.31		90,742			1,470		3.24		100,033			1,654		3.31
Total interest-bearing liabilities	0.55		650,518			1,116		0.69		632,256			1,212		0.77		636,807			2,223		0.70		633,130			2,443		0.77

Net interest income						$	5,601						$	5,378						$	11,124						$	10,508
Net interest rate spread	2.69							2.76							2.74							2.79							2.67
Net earning assets			$	129,163						$	119,187						$	128,216						$	120,305
Net interest margin ⁽³⁾								2.87							2.86							2.91							2.79
Average interest-earning assets to average interest-bearing liabilities			119.9		%					118.9		%					120.1		%					119.0		%

(1) The average loans receivable, net balances include nonaccruing loans.

(2) Includes interest-bearing deposits (cash) at other financial institutions.

(3) Net interest income divided by average interest-earning assets.

Rate/Volume Analysis

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



	Three Months Ended December 31, 2014 vs. 2013									Six Months Ended December 31, 2014 vs. 2013
	Increase (Decrease) Due to						Total Increase			Increase (Decrease) Due to						Total Increase
	Volume			Rate			(Decrease)			Volume			Rate			(Decrease)
	(In thousands)
Interest earning assets:
Loans receivable	$	191		$	(205	)	$	(14	)	$	581		$	(464	)	$	117
Investment and mortgage-backed securities	(25		)	159			134			(103		)	384			281
Other⁽¹⁾	10			(3		)	7			2			(4		)	(2		)
Total interest-earning assets	$	176		$	(49	)	$	127		$	480		$	(84	)	$	396

Interest-bearing liabilities:
Savings accounts	$	3		$	(3	)	$	—		$	4		$	(5	)	$	(1	)
Money market accounts	5			4			9			10			5			15
Certificates of deposit	(26		)	14			(12		)	(59		)	9			(50		)
Borrowings	(83		)	(10		)	(93		)	(154		)	(30		)	(184		)
Total interest-bearing liabilities	$	(101	)	$	5		$	(96	)	$	(199	)	$	(21	)	$	(220	)

Net change in interest income	$	277		$	(54	)	$	223		$	679		$	(63	)	$	616

(1) Includes interest-bearing deposits (cash) at other financial institutions.

Off-Balance Sheet Activities

In the normal course of operations, First Federal engages in a variety of financial transactions that are not recorded in the financial statements. These transactions involve varying degrees of off-balance sheet credit, interest rate and liquidity risks. These transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments and lines of credit. For the six months ended December 31, 2014 and the year ended June 30, 2014, we engaged in no off-balance sheet transactions likely to have a material effect on the financial condition, results of operations or cash flows.

Contractual Obligations

At December 31, 2014, our scheduled maturities of contractual obligations were as follows:



	Within 1 Year		After 1 Year Through 3 Years		After 3 Years Through 5 Years		Beyond 5 Years		Total Balance
	(In thousands)

Certificates of deposit	$	60,944	$	55,361	$	22,822	$	232	$	139,359
FHLB advances	—		—		19,924		70,000		89,924
Operating leases	54		106		53		—		213
Borrower taxes and insurance	810		—		—		—		810
Deferred compensation	78		139		—		46		263
Total contractual obligations	$	61,886	$	55,606	$	42,799	$	70,278	$	230,569

Commitments and Off-Balance Sheet Arrangements

The following table summarizes our commitments and contingent liabilities with off-balance sheet risks as of December 31, 2014:



	Amount of Commitment Expiration - Per Period
	Total Amounts Committed		Due in One Year
	(In thousands)
Commitments to originate loans:
Fixed-rate	$	106	$	106
Adjustable-rate	35		35
Unfunded commitments under lines of credit or existing loans	36,712		36,712
Standby letters of credit	285		285
Total	$	37,138	$	37,138

Liquidity Management

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

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

Our most liquid assets are cash and cash equivalents followed by available for sale securities. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At December 31, 2014, cash and cash equivalents totaled $139.3 million. The amount of cash and cash equivalents held at December 31, 2014 was mainly due to deposits made in anticipation of participating in the Company's initial public offering. Securities classified as available-for-sale, whose aggregate market value exceeds cost, provide additional sources of liquidity and had a market value of $192.3 million at December 31, 2014. In addition, at December 31, 2014, we had excess FHLB stock of $5.7 million and have pledged collateral to support borrowings of $90.0 million. We have also established a borrowing arrangement with the Federal Reserve Bank of San Francisco; however, no collateral has been pledged as of December 31, 2014.

At December 31, 2014, we had $141,000 in loan commitments outstanding, and an additional $37.0 million in undisbursed loans and standby letters of credit.

Certificates of deposit due within one year of December 31, 2014 totaled $60.9 million, or 43.7% of certificates of deposit. The large percentage of certificates of deposit that mature within one year reflects customers' hesitancy to invest their funds for longer periods at historically low interest rates. Management believes, based on past experience, that a significant portion of our certificates of deposit will be renewed or rolled into money market accounts. If these maturing deposits are not renewed, however, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. We have the ability to attract and retain deposits by adjusting the interest rates offered. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on certificates of deposit. In addition, we believe that our branch network, which is presently comprised of nine full-service retail banking offices located throughout our primary market area, and the general cash flows from our existing lending and investment activities, will afford us sufficient long-term liquidity. For additional information, see the Consolidated Statements of Cash Flows in Item 1 of this Form 10-Q.

Capital Resources

First Federal is subject to minimum capital requirements imposed by the FDIC. Based on its capital levels at December 31, 2014, First Federal exceeded these requirements as of that date and continues to exceed them as of the date of this report. Consistent with our goals to operate a sound and profitable organization, our policy is for First Federal to maintain a “well-capitalized” status under the capital categories of the FDIC. Based on capital levels at December 31, 2014, First Federal was considered to be well-capitalized.

The following table shows the capital ratios of First Federal at December 31, 2014.



	Actual				Minimum Capital Requirements				Minimum Required to Be Well-Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
				(Dollars in thousands)
Tier 1 Capital to total adjusted assets⁽¹⁾	$	81,390	10.0	%	$	32,624	4.0	%	$	40,779	5.0	%
Tier 1 Capital to risk-weighted assets⁽²⁾	81,390		18.8		N/A				26,014		6.0
Total Capital to risk-weighted assets⁽²⁾	86,840		20.0		34,685		8.0		43,357		10.0

______________


(1)	Based on total adjusted assets of $815.6 million.

(2) Based on risk-weighted assets of $433.6 million.

On January 29, 2015, First Northwest Bancorp became the holding company for First Federal Savings and Loan Association of Port Angeles in connection with the completion of the Bank’s conversion from the mutual to the stock form of organization and the Company’s related public stock offering. In the offering, the Company sold 12,167,000 shares of common stock at a price of $10 per share, and received net offering proceeds of approximately $117.8 million. Following the offering and the contribution to the foundation the Company has 13,100,360 shares of common stock outstanding. From the proceeds, the Company made a capital contribution of approximately $58.5 million to the Bank. The Company’s stock trades on NASDAQ under the ticker symbol “FNWB.”

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There has not been any material change in the market risk disclosures contained in First Northwest Bancorp’s Registration Statement (SEC Registration No. 333-185101).

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

An evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of the Company's Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer), and other members of the Company's management team as of the end of the period covered by this quarterly report. The Company's Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2014, 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 Act is (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b) Changes in Internal Controls.

There have been no changes in the Company's internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that occurred during the quarter ended December 31, 2014, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. The Company also continued to implement suggestions from its internal auditor and independent auditors to strengthen existing controls.

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

For information regarding the Company’s risk factors, see “Risk Factors” in the Company’s prospectus dated November 12, 2014, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) on November 25, 2014. As of December 31, 2014, the risk factors of the Company have not changed materially from those disclosed in the prospectus.

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

Nothing to report.

Item 3. Defaults Upon Senior Securities

Nothing to report.

Item 4. Mine Safety Disclosures

Nothing to report.

Item 5. Other Information

Nothing to report.

Item 6. Exhibits



2	Plan of Conversion of First Federal (1)
3.1	Articles of Incorporation of First Northwest Bancorp (1)
3.2	Articles of Amendment to the Articles of Incorporation of First Northwest Bancorp (1)
3.3	Bylaws of First Northwest Bancorp (1)
10.1	Form of First Federal Employee Severance Compensation Plan (1)
10.2	Form of Employment Agreement for Laurence J. Hueth, Regina M. Wood, Christopher A. Donohue and Kelly A. Liske (1)
10.3	Form of Change in Control Severance Agreement for Elaine T. Gentilo (1)
10.4	Severance Agreement between First Federal and Gina E. Lowman (1)
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 the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2014, formatted in Extensible Business Reporting Language (XBRL): (1) Condensed Consolidated Statements of Financial Condition; (2) Condensed Consolidated Statements of Income; (3) Condensed Consolidated Statements of Comprehensive Income ; (4) Condensed Consolidated Statements of Cash Flows; and (5) Selected Notes to Condensed Consolidated Financial Statements *


*	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 Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.


(1)	Filed as an exhibit to First Northwest's Registration Statement on Form S-1 (333-185101).

SIGNATURES

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



	FIRST NORTHWEST BANCORP

Date: February 13, 2015	/s/ Laurence J. Hueth
	Laurence J. Hueth
	President and Chief Executive Officer
	(Principal Executive Officer)


Date: February 13, 2015	/s/ Regina M. Wood
	Regina M. Wood
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

EXHIBIT INDEX



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 the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2014, formatted in Extensible Business Reporting Language (XBRL): (1) Condensed Consolidated Statements of Financial Condition; (2) Condensed Consolidated Statements of Income; (3) Condensed Consolidated Statements of Comprehensive Income ; (4) Condensed Consolidated Statements of Cash Flows; and (5) Selected Notes to Condensed Consolidated Financial Statements *


*	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 Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

First Northwest Bancorp - 10-Q quarterly report FY2015 Q2

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