Forward-Looking Statements





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



• statements of our goals, intentions and expectations;

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

strategies;

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

• estimates of our risks and future costs and benefits; and

• statements concerning the potential effects of the COVID-19 pandemic on


        the Bank's business and financial results and conditions.






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



    •   the scope and duration of the COVID-19 pandemic;

• the effects of the COVID-19 pandemic, including on our credit quality and

operations, as well as its impact on general economic conditions?

• legislative or regulatory changes, including actions taken by

governmental authorities in response to the COVID-19 pandemic;

• the risks associated with lending and potential adverse changes in the

credit quality of loans in our portfolio;


    •   a decrease in the market demand for loans that we originate for sale;
    •   our ability to control operating costs and expenses;
    •   whether our management team can implement our operational strategy

including but not limited to our efforts to achieve loan and revenue

growth;

• our ability to successfully execute on merger and/or acquisition

strategies and integrate any newly acquired assets, liabilities,

customers, systems, and management personnel into our operations and our

ability to realize related cost savings within expected time frames;

• our ability to successfully execute on growth strategies related to our

entry into new markets;

• our ability to develop user-friendly digital applications to serve

existing customers and attract new customers;

• 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,

particularly from non-traditional banking entities such as challenger

banks, fintech, and mega technology companies;

• our ability to attract and retain deposits;

• changes in consumer spending, borrowing and savings habits, resulting in


        reduced demand for banking products and services;
    •   results of examinations of us by the Washington State Department of
        Financial Institutions, Department of Banks, the Federal Deposit
        Insurance Corporation, Federal Reserve Bank of San Francisco, or other
        regulatory authorities, which could result in restrictions that may
        adversely affect our liquidity and earnings;

• legislative or regulatory changes that adversely affect our business;

• disruptions, security breaches, or other adverse events, failures or

interruptions in, or attacks on, our information technology systems or on

the third-party vendors who perform several of our critical processing

functions;

• any failure of key third-party vendors to perform their obligations to

us; and

• other economic, competitive, governmental, regulatory and technical


        factors affecting our operations, pricing, products and services and
        other risks described elsewhere in our filings with the Securities and
        Exchange Commission, including this Form 10-Q and our Annual Report on
        Form 10-K for the year ended December 31, 2020.





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



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





General



First Northwest is a bank holding company that primarily engages in the business
activity of its subsidiary, First Fed. First Fed is a community-oriented
financial institution which has served customers and communities since 1923.
Currently, First Fed has 11 full-service branches and one lending center serving
Clallam, Jefferson, Kitsap, Whatcom, and King counties in Washington State. Our
business and operating strategy is focused on building sustainable earnings
through hiring experienced bankers, geographic expansion, diversifying our loan
product mix, expanding our deposit product offerings that deliver value-added
solutions, enhancing existing services and digital service delivery channels,
and enhancing our infrastructure to support the changing needs and expectations
of our customers.





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We offer a wide range of products and services focused on the financial security
and payment needs of the communities we serve. Lending activities include the
origination of first lien one- to four-family mortgage loans, commercial and
multi-family real estate loans, construction and land loans (including lot
loans), commercial business loans, and consumer loans, consisting primarily of
automobile loans as well as home equity loans and lines of credit. We continue
to increase the origination of commercial real estate, multi-family real estate,
construction, and commercial business loans. More recently we have increased our
consumer loan portfolio through our manufactured home and auto loan purchase
programs, in order to diversify our asset portfolio and increase interest
income. We continue to originate one- to four-family residential mortgage loans
and regularly sell conforming loans into the secondary market to increase
noninterest income and manage interest rate risk. We also retain one- to
four-family first and second lien loans in our portfolio to generate interest
income. We offer 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 lending and investing activities. We also borrow
funds, typically from the Federal Home Loan Bank of Des Moines, as a way to
provide cost effective liquidity and manage interest rate risk.



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



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



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



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



Recent Developments. On March 22, 2021, the Company announced that First Fed had
entered into an agreement with Sterling Bank and Trust of Southfield, Michigan
("Sterling") to purchase its Bellevue, Washington branch, subject to applicable
regulatory approvals and other customary closing conditions. The purchase was
finalized on July 23, 2021 and included $65.4 million in deposits and a small
amount of fixed assets. The Bank also assumed the lease for the branch location
and welcomed the former Sterling retail staff as First Fed employees.



Impact of COVID-19 Pandemic. The COVID-19 pandemic and related restrictive
measures taken by governments, businesses and individuals caused unprecedented
uncertainty, volatility and disruption in financial markets and in governmental,
commercial and consumer activity in the United States and globally, including
the markets that we serve. As initial restrictive measures were eased during
2020 and into 2021, the U.S. economy started to recover and, with the
availability and distribution of a COVID-19 vaccine, we anticipate continued
improvements in commercial and consumer activity and the U.S. economy. As of
June 30, 2021, the governor of Washington removed restrictions initially set in
place, allowing businesses to return to full capacity.



We recognize that our business and consumer customers are experiencing varying
degrees of financial distress, which is expected to continue through the
remainder of 2021, especially if new COVID-19 variant infections increase and
new restrictions are mandated. Commercial activity has improved but has not
returned to the levels existing prior to the outbreak of the pandemic, which may
result in our customers' inability to meet their loan obligations to us. In
addition, the economic pressures and uncertainties related to the COVID-19
pandemic have resulted in changes in consumer spending behaviors, which may
negatively impact the demand for loans and other services we offer. Our
borrowing base includes customers in industries such as hospitality; restaurant
and food services; and lessors of commercial real estate to hospitality,
restaurant, and retail establishments, all of which have been significantly
impacted by the COVID-19 pandemic. At June 30, 2021, the Company's exposure as a
percent of the total loan portfolio to these industries was 4.2%, 0.2%, and
4.2%, respectively. We recognize that these industries may take longer to
recover as consumers may be hesitant to return to full social interaction or may
change their spending habits on a more permanent basis as a result of the
pandemic. We continue to monitor these customers closely.



We have taken deliberate actions to ensure that we have the balance sheet
strength to serve our clients and communities, including increases in liquidity
and managing our assets and liabilities in order to maintain a strong capital
position; however, future economic conditions are subject to significant
uncertainty. Uncertainties associated with the pandemic include the duration of
the COVID-19 outbreak and any related variant infections, the availability and
effectiveness of COVID-19 vaccines, and the impact on our customers, employees,
vendors and the economy. While uncertainty still exists, we believe we are
well-positioned to operate effectively through the present economic environment.



We continue to provide banking and financial services to our customers,
with drive-thru access available at all our branch locations and in-person
services available to walk-in customers or by appointment. Our branch locations
are currently open and operating, having returned to normal business hours at
the beginning of May 2021. In addition, we continue to provide access to banking
and financial services through online banking, Interactive Teller Machines
("ITMs"), Automated Teller Machines ("ATMs"), and by telephone. We continue to
take additional precautions within all our locations, including providing
personal protection equipment and enhanced cleaning procedures, to ensure the
safety of our customers and our employees.



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We provided assistance to many small businesses applying for the SBA's Paycheck
Protection Program ("PPP") funding. As of June 30, 2021, we processed
$34.8 million of loans for 422 customers through the current round of SBA PPP
funding with an average loan amount of $83,000. We processed $32.2 million of
loans for 515 customers through the initial round of SBA PPP funding during 2020
with an average loan amount of $63,000. Payments by borrowers on these loans can
be deferred up to sixteen months after the note date, and interest, at 1%, will
continue to accrue during the deferment period. Loans can be forgiven in whole
or part (up to full principal and any accrued interest). We partnered with a
third-party financial technology provider to assist our borrowers with the loan
forgiveness application process. As of June 30, 2021, $21.5 million, or 66.9%,
of the first-round loans were forgiven and $221,000, or 0.6%, of second-round
loans were forgiven.


Critical Accounting Policies

There are no material changes to the critical accounting policies as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

Comparison of Financial Condition at June 30, 2021 and December 31, 2020

Assets. Total assets increased to $1.79 billion at June 30, 2021 from $1.65 billion at December 31, 2020.





Net loans, excluding loans held for sale, increased $104.4 million to $1.25
billion at June 30, 2021, from $1.14 billion at December 31, 2020. During the
six months ended June 30, 2021, auto and other consumer loans increased $43.4
million, with $13.9 million in purchases of manufactured home loans and
$34.5 million in purchased auto loans offset by prepayment activity. One- to
four-family residential loans decreased $8.0 million as prepayment of loans
exceeded originations during the period. Commercial business loans
decreased $24.2 million as newly funded PPP loans were offset by PPP forgiveness
payments received during the period for a net increase of $22.0 million and
participation in the Northpointe Bank Mortgage Participation Program decreased
to $0 at June 30, 2021, from $47.3 million at December 31, 2020.



Construction and land loans increased $60.1 million, or 48.6%, to $183.7
million at June 30, 2021, from $123.6 million at December 31, 2020. Our
construction loans are geographically dispersed throughout Western Washington
(with one loan in Oregon) and, as a result, are susceptible to risks that may
vary depending on the nature and location of the project. We manage our
construction lending by utilizing a licensed third-party vendor to assist us in
monitoring our construction projects. We continue to monitor the projects
currently in our portfolio to determine the impact of COVID-19 on completion. As
of this point in time, we have no reason to believe that any of the projects in
process will not be completed. At June 30, 2021, $59.1 million was included in
the construction loan total for commercial acquisition-renovation loans which
have a small construction component included with a traditional real estate
loan, compared to $39.3 million at December 31, 2020. By investing in one- to
four-family, multi-family and acquisition-renovation construction projects which
increase housing options, we are doing our small part to address housing
affordability.



We monitor real estate values and general economic conditions in our market
areas, in addition to assessing the strength of our borrowers, including their
equity contributions to a project, to prudently underwrite construction loans.
We continually assess our lending strategies across all product lines and
markets within which we do business to improve earnings while also prudently
managing credit risk.



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





                             North Olympic     Puget Sound
June 30, 2021                Peninsula (1)      Region (2)       Other Washington        Oregon         Total
                                                               (In thousands)
Construction Commitment
One- to four-family
residential                  $      23,702     $     42,495     $            1,059     $        -     $   67,256
Multi-family residential                 -          146,634                      -          8,020        154,654
Commercial
acquisition-renovation               5,329           44,196                 16,638              -         66,163
Commercial real estate               1,712           40,705                  2,679              -         45,096
Total commitment             $      30,743     $    274,030     $           20,376     $    8,020     $  333,169

Construction Funds
Disbursed
One- to four-family
residential                  $       7,952     $     24,959     $              538     $        -     $   33,449
Multi-family residential                 -           54,303                      -          3,794         58,097
Commercial
acquisition-renovation               4,555           38,925                 15,661              -         59,141
Commercial real estate               1,505           21,525                  1,240              -         24,270
Total disbursed              $      14,012     $    139,712     $           17,439     $    3,794     $  174,957

Undisbursed Commitment
One- to four-family
residential                  $      15,750     $     17,536     $              521     $        -     $   33,807
Multi-family residential                 -           92,331                      -          4,226         96,557
Commercial
acquisition-renovation                 774            5,271                    977              -          7,022
Commercial real estate                 207           19,180                  1,439              -         20,826
Total undisbursed            $      16,731     $    134,318     $            2,937     $    4,226     $  158,212

Land Funds Disbursed
One- to four-family
residential                  $       4,284     $      2,840     $              166     $        -     $    7,290
Commercial real estate                   -            1,438                      -              -          1,438

Total disbursed for land $ 4,284 $ 4,278 $


   166     $        -     $    8,728




(1) Includes Clallam and Jefferson counties.
(2) Includes Kitsap, Mason, Thurston, Pierce, King, Snohomish, Skagit, Whatcom, and
Island counties.




                             North Olympic     Puget Sound
December 31, 2020            Peninsula (1)      Region (2)       Other Washington        Oregon         Total
                                                               (In thousands)
Construction Commitment
One- to four-family
residential                  $      15,473     $     29,827     $            1,477     $        -     $   46,777
Multi-family residential                 -          117,524                      -          8,020        125,544
Commercial
acquisition-renovation               1,644           28,177                 16,637              -         46,458
Commercial real estate               2,282           46,103                  2,755              -         51,140
Total Commitment             $      19,399     $    221,631     $           20,869     $    8,020     $  269,919

Construction Funds
Disbursed
One- to four-family
residential                  $       7,208     $     15,976     $              845     $        -     $   24,029
Multi-family residential                 -           33,217                      -              -         33,217
Commercial
acquisition-renovation               1,297           24,045                 15,300              -         40,642
Commercial real estate               1,677           14,812                    429              -         16,918
Total disbursed              $      10,182     $     88,050     $           16,574     $        -     $  114,806

Undisbursed Commitment
One- to four-family
residential                  $       8,265     $     13,851     $              632     $        -     $   22,748
Multi-family residential                 -           84,307                      -          8,020         92,327
Commercial
acquisition-renovation                 347            4,132                  1,337              -          5,816
Commercial real estate                 605           31,291                  2,326              -         34,222
Total undisbursed            $       9,217     $    133,581     $            4,295     $    8,020     $  155,113

Land Funds Disbursed
One- to four-family
residential                  $       4,350     $      2,728     $              347     $       53     $    7,478
Commercial real estate                   -            1,343                      -              -          1,343
Total disbursed for land     $       4,350     $      4,071     $              347     $       53     $    8,821




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During the six months ended June 30, 2021, the Company originated $216.7 million
of loans, of which $149.3 million, or 68.9%, were originated in the Puget Sound
region, $63.1 million, or 29.1%, in the North Olympic Peninsula, $1.0 million,
or 0.5%, in other areas throughout Washington State, and $3.2 million, or 1.5%,
in Oregon. The Company purchased an additional $34.5 million in auto loans
and $13.9 million in manufactured home loans during the six months ended June
30, 2021. We will continue to evaluate opportunities to acquire assets through
wholesale channels in order to supplement our organic originations and increase
net interest income.



Our allowance for loan losses increased $741,000, or 5.4%, to $14.6 million at
June 30, 2021, from $13.8 million at December 31, 2020. The increase was due to
a loan loss provision of $800,000, offset by net charge-offs of $59,000 for the
six-month period. The provision is to account for growth in the loan portfolio
adjusted for qualitative factors. We continue to monitor the economic impact of
the COVID-19 pandemic which is included in the qualitative factor
adjustments. The allowance for loan losses as a percentage of total loans at
both June 30, 2021 and December 31, 2020 was 1.2%.



Nonperforming loans decreased $489,000, or 21.5%, to $1.8 million at June 30,
2021, from $2.3 million at December 31, 2020, mainly attributable to
improvements in nonperforming one- to four-family loans of $128,000,
multi-family loans of $284,000, commercial real estate loans of $74,000 and auto
and other consumer loans of $18,000. Nonperforming loans to total loans was 0.1%
at June 30, 2021 and 0.2% at December 31, 2020. The allowance for loan losses as
a percentage of nonperforming loans increased to 817.7% at June 30, 2021, from
609.2% at December 31, 2020.



At June 30, 2021, there were $2.0 million in restructured loans, of which $1.8
million were performing in accordance with their modified payment terms and
returned to accrual status. Classified loans increased $5.8 million to $13.3
million at June 30, 2021, from $7.5 million at December 31, 2020, due to the
addition of one commercial real estate loan that was downgraded during the
period.



Net loan charge-offs are concentrated mainly in our indirect auto loan
portfolio. We stopped originating loans from one of our indirect auto loan
product offerings in 2020 to reduce credit risk and future charge-off activity.
We continue to monitor the program in order to prudently manage risk within the
portfolio. The balance of indirect auto loans decreased to $15.1 million at June
30, 2021 from $20.5 million at December 31, 2020. We believe our allowance for
loan losses is adequate to absorb the known and inherent risks of loss in the
overall loan portfolio as of June 30, 2021.



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



                                                                                  Increase (Decrease)
                                   June 30, 2021       December 31, 2020         Amount          Percent
                                              (In thousands)
Real Estate:
One-to-four family                $       301,816     $           309,828     $     (8,012 )          (2.6 )%
Multi-family                              166,502                 162,467            4,035             2.5
Commercial real estate                    319,644                 296,574           23,070             7.8
Construction and land                     183,685                 123,627           60,058            48.6
Total real estate loans                   971,647                 892,496           79,151             8.9

Consumer:
Home equity                                36,886                  33,103            3,783            11.4
Auto and other consumer                   171,617                 128,233           43,384            33.8
Total consumer loans                      208,503                 161,336           47,167            29.2

Commercial business loans                  75,995                 100,201          (24,206 )         (24.2 )

Total loans                             1,256,145               1,154,033          102,112             8.8
Less:
Net deferred loan fees                      5,610                   4,346            1,264            29.1
Premium on purchased loans, net           (10,393 )                (6,129 )         (4,264 )          69.6
Allowance for loan losses                  14,588                  13,847              741             5.4
Loans receivable, net             $     1,246,340     $         1,141,969     $    104,371             9.1




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The following table represents nonperforming assets at the dates indicated.





                                                                                  Increase (Decrease)
                                   June 30, 2021       December 31, 2020        Amount           Percent
                                              (In thousands)
Nonperforming loans:
Real estate loans:
One- to four-family               $           784     $               912     $      (128 )          (14.0 )%
Multi-family                                    -                     284            (284 )         (100.0 )
Commercial real estate                         83                     157             (74 )          (47.1 )
Construction and land                          24                      26              (2 )           (7.7 )
Total real estate loans                       891                   1,379            (488 )          (35.4 )

Consumer loans:
Home equity                                    90                      73              17             23.3
Auto and other consumer                       803                     821             (18 )           (2.2 )
Total consumer loans                          893                     894              (1 )           (0.1 )

Commercial business                             -                       -               -            100.0

Total nonperforming loans                   1,784                   2,273            (489 )          (21.5 )

Real estate owned:
Land                                            -                       2              (2 )         (100.0 )
Total real estate owned                         -                       2              (2 )         (100.0 )

Repossessed assets                              -                       -               -            100.0

Total nonperforming assets        $         1,784     $             2,275   

$ (491 ) (21.6 )



Nonaccrual and 90 days or more
past due loans as a percentage
of total loans                                0.1 %                   0.2 %          (0.1 )%         (50.0 )




Investment securities increased $6.2 million, or 1.7%, to $370.5 million at June
30, 2021, from $364.3 million at December 31, 2020, due to the purchase of
securities, offset by sales, normal payments and prepayment activity. Other
investment securities, including municipal bonds and other asset-backed
securities, were $239.6 million at June 30, 2021, or 64.7% of the total
investment securities portfolio, a decrease of $35.4 million from $275.0
million at December 31, 2020. Mortgage-backed securities totaled $130.9 million
at June 30, 2021, or 35.3% of the investment securities portfolio, an increase
during the year of $41.6 million, or 46.6%, from $89.3 million at December 31,
2020. The investment portfolio, including mortgage-backed securities, had an
estimated projected average life of 7.3 years as of June 30, 2021, and December
31, 2020, and had an estimated average repricing term of 6.6 years as of June
30, 2021, and 5.0 years as of December 31, 2020, based on the interest rate
environment at those times.



The investment portfolio was composed of 45.0% in amortizing securities at June
30, 2021 and 48.0% at December 31, 2020. The projected average life of our
securities may vary due to prepayment activity, which, particularly in the
mortgage-backed securities portfolio, is impacted by prevailing mortgage
interest rates. Management maintains a focus on enhancing the mix of earning
assets by originating loans as a percentage of earning assets; however, we
continue to purchase investment securities as a source of additional interest
income. For additional information, see Note 2 of the Notes to Consolidated
Financial Statements contained in Item 1 of this Form 10-Q.



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Liabilities. Total liabilities increased to $1.6 billion at June 30, 2021, from
$1.47 billion at December 31, 2020, primarily due to an increase in deposits of
$108.2 million and the issuance of subordinated debt of $40.0 million in March
2021.



Deposit balances increased 8.1%, to $1.44 billion at June 30, 2021, from $1.33
billion at December 31, 2020. There was a $51.9 million increase in demand
deposit accounts, a $81.9 million increase in money market accounts, and a $21.3
million increase in savings accounts during the period, while the balance of
certificates of deposits decreased $46.9 million. The increase in deposits is in
large part due to organic growth, the Federal government's continued response to
the pandemic including stimulus payments, and deposit of additional PPP funding.
We strategically increased noninterest-bearing and other core deposits to manage
overall funding costs. In addition to collecting customer deposits, we utilize
brokered certificates of deposit ("brokered CDs") as an additional funding
source in order to manage our cost of funds, reduce our reliance on public funds
deposits, and allow flexibility when competing on retail rates. At June 30,
2021, we had $74.0 million in brokered CDs included in the $261.8 million
balance of certificates of deposit compared to $86.0 million in brokered CDs at
December 31, 2020.



On March 25, 2021, the Company completed a private placement of $40.0 million of
3.75% fixed-to-floating rate subordinated notes due 2031 (the "Notes") to
certain qualified institutional buyers and institutional accredited investors.
The net proceeds to the Company from the sale of the Notes were approximately
$39.3 million after deducting placement agent fees and other offering
expenses. The Notes have been structured to qualify as Tier 2 capital for the
Company for regulatory capital purposes. The Company intends to use the net
proceeds of the offering for general corporate purposes and has provided $20.0
million to the Bank as Tier 1 capital.



Equity. Total shareholders' equity increased $2.4 million to $188.8 million for
the six months ended June 30, 2021. The Company recorded year-to-date net income
of $6.1 million and an after-tax increase in unrealized gain on
available-for-sale investments of $706,000. Increases were partially offset by
$2.5 million in repurchases of shares of common stock, a $1.7 million adjustment
in other comprehensive income reflecting the recognition of prior service cost
related to the transfer out of participation in a multiemployer pension plan
into a single employer plan, and an $888,000 decrease for realized gains on
securities sold.






Comparison of Results of Operations for the Three Months Ended June 30, 2021 and 2020





General. Net income increased $1.0 million, or 51.6%, to $3.0 million for the
three months ended June 30, 2021, compared to net income of $2.0 million for the
three months ended June 30, 2020, due to an increase in net interest income
after provision for loan losses compared to the same period in 2020 and a
modest increase in noninterest income, partially offset by an increase in
noninterest expense.



Net Interest Income. Net interest income increased $3.5 million to $13.6 million
for the three months ended June 30, 2021, from $10.1 million for the
three months ended June 30, 2020. This increase was mainly the result of an
increase in average earning assets of $334.4 million. The yield on average
interest-earning assets decreased 11 basis points to 3.68% for the three months
ended June 30, 2021, compared to 3.79% for the same period in the prior year due
to a decrease in reinvestment loan and investment securities rates.



The average cost of interest-bearing liabilities decreased to 0.46% for the
three months ended June 30, 2021, compared to 0.89% for the same period last
year, due primarily to a decrease in rates on interest-bearing deposits of
58 basis points combined with an increase in borrowing volume of $20.0
million and higher borrowing rates due to the issuance of subordinated debt.
Total cost of funds decreased 37 basis points to 37 basis points for the three
months ended June 30, 2020, from 74 basis points for the same period in 2020.
The net interest margin increased 24 basis points to 3.34% for the three months
ended June 30, 2021, from 3.10% for the same period in 2020.



Interest Income. Total interest income increased $2.7 million, or 21.8%,
to $15.0 million for the three months ended June 30, 2021, from $12.4 million
for the comparable period in 2020, primarily due to an increase in the average
balances on interest-earning assets. Interest and fees on loans receivable
increased $2.6 million, to $12.9 million for the three months ended June 30,
2021, from $10.2 million for the three months ended June 30, 2020, related to an
increase in the average balance of net loans receivable of $268.9 million
compared to the prior year. Average loan yields decreased 10 basis points
to 4.30% for the three months ended June 30, 2021, compared to the three months
ended June 30, 2020.


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



                                                     Three Months Ended June 30,
                                                2021                            2020
                                        Average                         Average                          Increase
                                        Balance                         Balance                        (Decrease) in
                                      Outstanding        Yield        Outstanding        Yield        Interest Income
                                                                  (Dollars in thousands)
Loans receivable, net                $   1,200,273          4.30 %   $     931,344          4.40 %   $           2,630
Investment securities                      273,014          2.17           213,141          2.47                   164
Mortgage-backed securities                 122,671          2.11           135,604          2.18                   (96 )
FHLB stock                                   4,074          4.53             4,426          4.97                    (9 )
Interest-bearing deposits in banks          39,750          0.15            20,922          0.15                     7
Total interest-earning assets        $   1,639,782          3.68 %   $   1,305,437          3.79 %   $           2,696






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Interest Expense. Total interest expense decreased $840,000, or 37.5%, to $1.4
million for the three months ended June 30, 2021, compared to $2.2 million for
the three months ended June 30, 2020, due to a decrease in interest expense on
deposits of $1.2 million resulting from a 58 basis point decrease in the average
cost of interest-bearing deposits. The average balance of interest-bearing
deposits increased $196.5 million, or 21.0%, to $1.13 billion for the three
months ended June 30, 2021, from $937.0 million for the three months ended June
30, 2020, as we grew deposits in new and existing market areas. Additionally,
the growth was supported by Government programs put in place to support the
economy during the COVID-19 pandemic.



During the three months ended June 30, 2021, interest expense on certificates of
deposit decreased due to a decrease in the average balance of $72.4 million and
a decrease of 84 basis points in the average rate paid, compared to the three
months ended June 30, 2020. During the same period, the average balances of
savings, demand deposit, and money market accounts increased $12.5
million, $46.7 million and $209.7 million, respectively. The average cost of
interest-bearing deposit products decreased to 0.29% for the three months ended
June 30, 2021, from 0.87% for the three months ended June 30, 2020, due in large
part to the expiration of promotional rates and a shift in balances to demand
deposit accounts. Borrowing costs increased due to the subordinated debt issued
in March 2021.


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



                                                     Three Months Ended June 30,
                                                2021                            2020
                                                                                                      Increase
                                        Average                         Average                      (Decrease)
                                        Balance                         Balance                      in Interest
                                      Outstanding        Rate         Outstanding        Rate          Expense
                                                               (Dollars in thousands)
Savings accounts                     $     185,336          0.07 %   $     172,833          0.62 %   $      (235 )
Transaction accounts                       169,681          0.02           122,951          0.01               6
Money market accounts                      501,237          0.22           291,526          0.55            (125 )
Certificates of deposit                    277,218          0.73           349,658          1.57            (862 )
FHLB advances                               51,917          1.41            71,170          1.13             (18 )
Subordinated debt                           39,276          4.02                 -             -             394

Total interest-bearing liabilities $ 1,224,665 0.46 % $ 1,008,138 0.89 % $ (840 )






Provision for Loan Losses. The provision for loan losses was $300,000 for the
three months ended June 30, 2021, primarily due to growth in the loan portfolio,
and was $1.5 million for the three months ended June 30, 2020, due to the
uncertainty in economic conditions created by the COVID-19 pandemic and growth
in the loan portfolio.


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



                                                              Three Months Ended June 30,
                                                                 2021                2020
                                                                 (Dollars in thousands)
Provision for loan losses                                  $            300       $     1,500
Net recoveries (charge-offs)                                             23              (221 )
Allowance for loan losses                                            14,588            12,109

Allowance for losses as a percentage of total gross loans receivable at period end

                                          1.2 %             1.2 %
Total nonaccrual loans                                                1,784             3,356

Allowance for loan losses as a percentage of nonaccrual loans at period end

                                                   817.7 %           360.8 %
Nonaccrual and 90 days or more past due loans as a
percentage of total loans                                               0.1 %             0.3 %
Total loans                                                $      1,256,145       $   996,401




Noninterest Income. Noninterest income decreased $237,000, or 5.8%, to $3.9
million for the three months ended June 30, 2021, from $4.1 million for the
three months ended June 30, 2020, mainly due to a decrease in gain on sale of
mortgage loans of $1.1 million. Gain on sale of investments was $1.1 million for
the second quarter of 2021, compared to gain on sale of investments of $661,000
for the same period in 2020.



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



                                              Three Months Ended June 30,           Increase (Decrease)
                                               2021                2020            Amount         Percent
                                                               (Dollars in thousands)
Loan and deposit service fees              $       1,001       $         765     $       236          30.8 %
Mortgage servicing fees, net of
amortization                                          13                (172 )           185        (107.6 )
Net gain on sale of loans                            921               2,001          (1,080 )       (54.0 )
Net gain on sale of investment
securities                                         1,124                 661             463          70.0
Increase in cash surrender value of
bank-owned life insurance                            242                 627            (385 )       (61.4 )
Other income                                         571                 227             344         151.5
Total noninterest income                   $       3,872       $       4,109     $      (237 )        (5.8 )%






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Noninterest Expense. Noninterest expense increased $3.4 million, or 33.3%,
to $13.7 million for the three months ended June 30, 2021, compared to $10.3
million for the three months ended June 30, 2020, primarily as a result of an
increase in compensation and benefits as we added staff to manage the company
and generate additional revenue. Compensation and benefits was also higher due
to a $160,000 increase in commissions paid on increased mortgage and commercial
loan production and a $500,000 increase related to equity awarded to the
principal owners of POM Peace of Mind, Inc. ("POM") as part of the Quin
Ventures, Inc. ("Quin" or "Quin Ventures") joint venture agreement. Occupancy
and equipment increased as a result of new software implementation.



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



                                               Three Months Ended June 30,             Increase (Decrease)
                                                2021                 2020            Amount          Percent
                                                                 (Dollars in thousands)
Compensation and benefits                  $        8,559       $        5,966     $    2,593             43.5 %
Data processing                                       726                  769            (43 )           (5.6 )
Occupancy and equipment                             1,803                1,345            458             34.1
Supplies, postage, and telephone                      355                  284             71             25.0
Regulatory assessments and state taxes                301                  223             78             35.0
Advertising                                           492                  377            115             30.5
Professional fees                                     644                  354            290             81.9
FDIC insurance premium                                168                   70             98            140.0
Other expense                                         659                  894           (235 )          (26.3 )
Total                                      $       13,707       $       10,282     $    3,425             33.3 %




Provision for Income Tax. An income tax expense of $663,000 was recorded for the
three months ended June 30, 2021, compared to $464,000 for the three months
ended June 30, 2020, due to an increase in income before taxes of $1.1 million.
For additional information, see Note 5 of the Notes to Consolidated Financial
Statements contained in Item 1 of this Form 10-Q.

Comparison of Results of Operations for the Six Months Ended June 30, 2021 and 2020





General. Net income increased $3.3 million, or 114.7%, to $6.1 million for the
six months ended June 30, 2021, compared to net income of $2.8 million for the
six months ended June 30, 2020, due to an increase in net interest income after
provision for loan losses compared to the same period in 2020 and a
modest increase in noninterest income partially offset by an increase in
noninterest expense.



Net Interest Income. Net interest income increased $7.6 million to $27.1
million for the six months ended June 30, 2021, from $19.5 million for the six
months ended June 30, 2020. This increase was mainly the result of an increase
in average earning assets of $337.8 million. The yield on average
interest-earning assets decreased 12 basis points to 3.75% for the six months
ended June 30, 2021, compared to 3.87% for the same period in the prior year due
to a decrease in reinvestment loan and investment securities rates.



The average cost of interest-bearing liabilities decreased to 0.43% for the six
months ended June 30, 2021, compared to 0.99% for the same period last year, due
primarily to a decrease in rates on interest-bearing deposits of 62 basis points
offset by an increase in borrowing rates of 45 basis points related to the
issuance of subordinated debt. Total cost of funds decreased 49 basis points to
35 basis points for the six months ended June 30, 2021, from 84 basis points for
the same period in 2020. The net interest margin increased 32 basis points to
3.43% for the six months ended June 30, 2021, from 3.11% for the same period in
2020.



Interest Income. Total interest income increased $5.4 million, or 22.0%,
to $29.7 million for the six months ended June 30, 2021, from $24.3 million for
the comparable period in 2020, primarily due to an increase in the average
balances on interest-earning assets. Interest and fees on loans receivable
increased $5.3 million, to $25.4 million for the six months ended June 30, 2021,
from $20.1 million for the six months ended June 30, 2020, related to an
increase in the average balance of net loans receivable of $265.3 million
compared to the prior year. Average loan yields decreased 6 basis points to
4.39% for the six months ended June 30, 2021 compared to the six months ended
June 30, 2020.





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





                                               Six Months Ended June 30,
                                          2021                           2020
                                  Average                        Average                         Increase
                                  Balance                        Balance                       (Decrease) in
                                Outstanding       Yield        Outstanding       Yield        Interest Income
                                                           (Dollars in thousands)
Loans receivable, net          $   1,166,422         4.39 %   $     901,116         4.45 %   $           5,335
Investment securities                274,610         2.24           181,586         2.63                   665
Mortgage-backed securities           107,673         2.08           148,593         2.29                  (591 )
FHLB stock                             3,942         4.66             4,573         4.46                   (11 )
Interest-bearing deposits in
banks                                 42,150         0.13            21,110         0.72                   (48 )
Total interest-earning
assets                         $   1,594,797         3.75 %   $   1,256,978         3.87 %   $           5,350




Interest Expense. Total interest expense decreased $2.3 million, or 47.0%,
to $2.6 million for the six months ended June 30, 2021, compared to $4.8 million
for the six months ended June 30, 2020, due to a decrease in interest expense on
deposits of $2.4 million resulting from a 62 basis point decrease in the average
cost of interest-bearing deposits. The average balance of interest-bearing
deposits increased $219.9 million, or 24.6%, to $1.11 billion for the six months
ended June 30, 2021, from $893.0 million for the six months ended June 30, 2020,
as we grew deposits in new and existing market areas. Additionally, the growth
was supported by many of the Government programs put in place to support the
economy during the COVID-19 pandemic.



During the six months ended June 30, 2021, interest expense on cost of
certificates of deposit decreased due to a decrease in the average balance of
$46.1 million and a decrease of 90 basis points in the average rate paid,
compared to the six months ended June 30, 2020. During the same period, the
average balances of savings, demand deposit, and money market accounts increased
$10.2 million, $46.6 million and $209.2 million, respectively. The average cost
of all deposit products decreased to 0.25% for the six months ended June 30,
2021, from 0.78% for the six months ended June 30, 2020, due in large part to
the expiration of promotional rates and a shift in balances to transaction
accounts. Borrowing costs increased due to the issuance of subordinated debt in
March 2021, partially offset by a decrease in the average balance and cost of
FHLB advances compared to the same period in 2020.



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





                                                Six Months Ended June 30,
                                          2021                            2020
                                  Average                                                          Increase
                                  Balance                     Average Balance                   (Decrease) in
                                Outstanding        Rate         Outstanding         Rate       Interest Expense
                                                            (Dollars in thousands)
Savings accounts               $     179,524         0.08 %   $       169,371         0.72 %   $           (535 )
Transaction accounts                 165,562         0.02             118,963         0.04                   (6 )
Money market accounts                481,269         0.24             272,030         0.56                 (195 )
Certificates of deposit              286,552         0.78             332,674         1.68               (1,684 )
FHLB advances                         53,667         1.41              75,574         1.68                 (261 )
Subordinated debt                     21,334         3.96                   -            -                  419
Total interest-bearing
liabilities                    $   1,187,908         0.43 %   $       968,612         0.99 %   $         (2,262 )




Provision for Loan Losses. The provision for loan losses was $800,000 for the
six months ended June 30, 2021, primarily due to growth in the loan portfolio,
and was $2.8 million for the six months ended June 30, 2020, due to the
uncertainty in economic conditions created by the COVID-19 pandemic as well as
growth in the loan portfolio.





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





                                                         Six Months Ended June 30,
                                                          2021                2020
                                                          (Dollars in thousands)
Provision for loan losses                            $           800      $      2,766
Net charge-offs                                                  (59 )            (285 )
Allowance for loan losses                                     14,588            12,109
Allowance for losses as a percentage of total
gross loans receivable at period end                             1.2 %             1.2 %
Total nonaccrual loans                                         1,784        

3,356


Allowance for loan losses as a percentage of
nonaccrual loans at period end                                 817.7 %           360.8 %
Nonaccrual and 90 days or more past due loans as a
percentage of total loans                                        0.1 %             0.3 %
Total loans                                          $     1,256,145      $    996,401




Noninterest Income. Noninterest income increased $149,000, or 2.3%, to $6.6
million for the six months ended June 30, 2021, from $6.4 million for the six
months ended June 30, 2020. Interchange fee income on deposit accounts increased
$241,000, mortgage servicing fee income increased $200,000, and loan swap fee
income increased $315,000 over the same period in 2020. The cash surrender value
of bank-owned life insurance (BOLI) decreased $469,000 due to a BOLI restructure
that occurred during the six months ended June 30, 2020, which resulted in the
recognition of additional market gains.



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



                                         Six Months Ended June 30,            Increase (Decrease)
                                          2021               2020           Amount           Percent
                                                           (Dollars in thousands)
Loan and deposit service fees         $      1,838       $      1,646     $       192             11.7 %
Mortgage servicing fees, net of
amortization                                    43               (157 )           200           (127.4 )
Net gain on sale of loans                    2,258              2,384            (126 )           (5.3 )
Net gain on sale of investment
securities                                   1,124              1,266            (142 )          (11.2 )
Increase in cash surrender value of
bank-owned life insurance                      486                955            (469 )          (49.1 )
Other income                                   827                333             494            148.3
Total noninterest income              $      6,576       $      6,427     $       149              2.3 %




Noninterest Expense. Noninterest expense increased $6.1 million, or 31.2%,
to $25.8 million for the six months ended June 30, 2021, compared to $19.7
million for the six months ended June 30, 2020, primarily as a result of an
increase in compensation and benefits as we added staff to manage the company
and generate additional revenue. Compensation and benefits was also higher due
to a $672,000 increase in commissions paid on increased mortgage and commercial
loan production and a $500,000 increase related to equity awarded to the
principal owners of POM as part of the Quin joint venture agreement. Costs
related to software increased $619,000 as we implemented more robust systems to
support digital initiatives and Company growth. Increases in advertising and
professional fees were related to the purchase of the Bellevue branch, our
investment in Quin, and the relocation of our Fairhaven branch. The increase in
FDIC insurance over the prior year was due to a combination of a small
bank assessment credit issued in September 2019 that resulted in no FDIC
insurance payment during the first quarter of 2020 and an increase in average
assets of $347.2 million which resulted in a higher assessment base.



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





                                             Six Months Ended June 30,             Increase (Decrease)
                                             2021                2020            Amount          Percent
                                                              (Dollars in thousands)
Compensation and benefits                $      15,854       $      11,327
   $     4,527            40.0 %
Data processing                                  1,465               1,459               6             0.4
Occupancy and equipment                          3,426               2,696             730            27.1
Supplies, postage, and telephone                   597                 495             102            20.6
Regulatory assessments and state taxes             562                 397             165            41.6
Advertising                                        937                 649             288            44.4
Professional fees                                1,166                 754             412            54.6
FDIC insurance premium                             316                  70             246           351.4
FHLB prepayment penalty                              -                 210            (210 )        (100.0 )
Other expense                                    1,478               1,607            (129 )          (8.0 )
Total                                    $      25,801       $      19,664     $     6,137            31.2 %




Provision for Income Tax. An income tax expense of $1.1 million was recorded for
the six months ended June 30, 2021, compared to $668,000 for the six months
ended June 30, 2020, due to an increase in income before taxes of $3.6 million.
For additional information, see Note 5 of the Notes to Consolidated Financial
Statements contained in Item 1 of this Form 10-Q.



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Average Balances, Interest and Average Yields/Cost





The following table set forth, for the periods indicated, information regarding
average balances of assets and liabilities as well as the total dollar amounts
of interest income from average interest-earning assets and interest expense on
average interest-bearing liabilities, resultant yields, interest rate spread,
net interest margin (otherwise known as net yield on interest-earning assets),
and the ratio of average interest-earning assets to average interest-bearing
liabilities. Also presented is the weighted average yield on interest-earning
assets, rates paid on interest-bearing liabilities and the net spread as of June
30, 2021 and 2020. Income and all average balances are monthly average balances,
which management deems to be not materially different than daily averages.
Nonaccrual loans have been included in the table as loans carrying a zero yield.





                                                              Three Months Ended June 30,                                                             

Six Months Ended June 30,


                    At June
                    30, 2021                       2021                                        2020                                        2021                                        2020
                                    Average        Interest                     Average        Interest                     Average        Interest                     Average        Interest
                     Yield/         Balance         Earned/       Yield/        Balance         Earned/       Yield/        Balance         Earned/       Yield/        Balance         Earned/       Yield/
                      Rate        Outstanding        Paid          Rate       Outstanding        Paid          Rate       Outstanding        Paid          Rate       Outstanding        Paid          Rate
                                                         (Dollars in thousands)                                                                         (Dollars in thousands)
Interest-earning
assets:
Loans
receivable, net
(1)                      4.26 %   $  1,200,273     $  12,866         4.30 %   $    931,344     $  10,236         4.40 %   $  1,166,422     $  25,407

4.39 % $ 901,116 $ 20,072 4.45 % Investment securities

               2.62          273,014         1,480         2.17   

213,141 1,316 2.47 274,610 3,050

2.24 181,586 2,385 2.63 Mortgage-backed securities

               2.18          122,671           644         2.11          135,604           740         2.18          107,673         1,108    

2.08 148,593 1,699 2.29 FHLB dividends

           4.93            4,074            46         4.53            4,426            55         4.97            3,942            91         4.66            4,573           102         4.46

Interest-bearing


deposits in
banks                    0.07           39,750            15         0.15           20,922             8         0.15           42,150            28         0.13           21,110            76         0.72
Total

interest-earning


assets (2)               3.71        1,639,782        15,051         3.68   

1,305,437 12,355 3.79 1,594,797 29,684

      3.75        1,256,978        24,334         3.87

Interest-bearing
liabilities:
Interest-bearing
demand deposits          0.01     $    169,681     $      10         0.02     $    122,951     $       4         0.01     $    165,562     $      17         0.02     $    118,963     $      23         0.04
Money market
accounts                 0.21          501,237           275         0.22          291,526           400         0.55          481,269           561         0.24          272,030           756         0.56
Savings accounts         0.06          185,336            34         0.07          172,833           269         0.62          179,524            74         0.08          169,371           609         0.72
Certificates of
deposit                  0.76          277,218           506         0.73          349,658         1,368         1.57          286,552         1,107         0.78          332,674         2,791         1.68
Total deposits           0.22        1,133,472           825         0.29          936,968         2,041         0.87        1,112,907         1,759         0.32          893,038         4,179         0.94
FHLB borrowings          0.83           51,917           183         1.41           71,170           201         1.13           53,667           374         1.41           75,574           635         1.68
Subordinated
debt                     4.07           39,276           394         4.02                -             -            -           21,334           419         3.96                -             -            -
Total
interest-bearing
liabilities              0.35        1,224,665         1,402         0.46        1,008,138         2,242         0.89        1,187,908         2,552         0.43          968,612         4,814         0.99

Net interest
income                                             $  13,649                                   $  10,113                                   $  27,132                                   $  19,520
Net interest
rate spread              3.36                                        3.22                                        2.90                                        3.32                                        2.88
Net earning
assets                            $    415,117                                $    297,299                                $    406,889                                $    288,366
Net interest
margin (3)                                                           3.34                                        3.10                                        3.43                                        3.11
Average
interest-earning
assets to
average
interest-bearing
liabilities                              133.9 %                                     129.5 %                                     134.3 %                                     129.8 %



(1) The average loans receivable, net balances include nonaccrual loans. (2) Includes interest-bearing deposits (cash) at other financial institutions. (3) Net interest income divided by average interest-earning assets.


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Rate/Volume Analysis



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





                           Three Months Ended                                          Six Months Ended
                         June 30, 2021 vs. 2020                                     June 30, 2021 vs. 2020
                       Increase (Decrease) Due to                                 Increase (Decrease) Due to
                                                           Total Increase                                            Total Increase
                        Volume                 Rate          (Decrease)            Volume               Rate           (Decrease)
                                       (In thousands)                                             (In thousands)
Interest earning
assets:
Loans
receivable, net    $          2,939         $     (309 )   $         2,630     $        5,768        $      (433 )   $        5,335
Investments                     296               (228 )                68                731               (657 )               74
FHLB stock                       (5 )               (4 )                (9 )              (15 )                4                (11 )
Other(1)                          7                  -                   7                 74               (122 )              (48 )
Total
interest-earning
assets             $          3,237         $     (541 )   $         2,696     $        6,558        $    (1,208 )   $        5,350

Interest-bearing
liabilities:
Interest-bearing
demand deposits    $              2         $        4     $             6     $            9        $       (15 )   $           (6 )
Money market
accounts                        286               (411 )              (125 )              573               (768 )             (195 )
Savings accounts                 19               (254 )              (235 )               34               (569 )             (535 )
Certificates of
deposit                        (284 )             (578 )              (862 )             (396 )           (1,288 )           (1,684 )
FHLB advances                   (55 )               37                 (18 )             (185 )              (76 )             (261 )
Subordinated
debt                              -                394                 394                  -                419                419
Total
interest-bearing
liabilities        $            (32 )       $     (808 )   $          (840 )   $           35        $    (2,297 )   $       (2,262 )

Net change in
interest income    $          3,269         $      267     $         3,536     $        6,523        $     1,089     $        7,612

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

Off-Balance Sheet Activities





In the normal course of operations, First Fed engages in a variety of financial
transactions that are not recorded in the financial statements. These
transactions involve varying degrees of off-balance sheet credit, interest rate
and liquidity risks. These transactions are used primarily to manage customers'
requests for funding and take the form of loan commitments and lines of credit.
For the six months ended June 30, 2021 and the year ended December 31, 2020, we
engaged in no off-balance sheet transactions likely to have a material effect on
our financial condition, results of operations or cash flows.



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Contractual Obligations



At June 30, 2021, our scheduled maturities of contractual obligations were as
follows:



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

Certificates of
deposit                 $  172,770     $     76,415     $     12,646     $        -     $  261,831
FHLB advances               40,000           25,000           25,000              -         90,000
Subordinated debt
obligation                       -                -                -         39,241         39,241
Operating leases               458              887              926          3,230          5,501
Borrower taxes and
insurance                    1,143                -                -              -          1,143
Deferred compensation          381              235               80            500          1,196
Total contractual
obligations             $  214,752     $    102,537     $     38,652     $   42,971     $  398,912

Commitments and Off-Balance Sheet Arrangements

The following table summarizes our commitments and contingent liabilities with off-balance sheet risks as of June 30, 2021:





                                                      Amount of Commitment Expiration
                                             After 1 Year     After 3 Years
                                Within         Through           Through          Beyond        Total Amounts
                                1 Year         3 Years           5 Years         5 Years          Committed
                                                               (In thousands)
Commitments to originate
loans:
Fixed-rate                    $    3,582     $          -     $           -     $        -     $         3,582
Variable-rate                        175                -                 -              -                 175
Unfunded commitments under
lines of credit or existing
loans                             66,240           45,456             9,781        113,945             235,422
Standby letters of credit            124               58                 -              -                 182
Total commitments             $   70,121     $     45,514     $       9,781     $  113,945     $       239,361






Liquidity Management



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



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





Our most liquid assets are cash and cash equivalents followed by available for
sale securities. The levels of these assets depend on our operating, financing,
lending and investing activities during any given period. At June 30, 2021, cash
and cash equivalents totaled $80.7 million, and unpledged securities classified
as available-for-sale with a market value of $255.4 million provided additional
sources of liquidity. We pledged collateral to support borrowings from the FHLB
of $427.1 million and have an established borrowing arrangement with the Federal
Reserve Bank of San Francisco, for which available-for-sale securities with a
market value of $24.3 million were pledged as of June 30, 2021.



At June 30, 2021, we had $3.8 million in loan commitments outstanding and $235.6
million in undisbursed loans and standby letters of credit, including $158.2
million in undisbursed construction loan commitments.



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Certificates of deposit due within one year as of June 30, 2021 totaled $172.8
million, or 66.0% of certificates of deposit with a weighted-average rate of
0.76%. We believe the large percentage of certificates of deposit that mature
within one year reflects customers' hesitancy to invest their funds for longer
periods as market interest rates have recently declined. If these maturing
deposits are not renewed, however, we will be required to seek other sources of
funds, including other certificates of deposit, non-maturity deposits, and
borrowings. We have the ability to attract and retain deposits by adjusting the
interest rates offered as well as through sales and marketing efforts in the
markets we serve. Depending on market conditions, we may be required to pay
higher rates on such deposits or other borrowings than we currently pay on
certificates of deposit. In addition, we believe that our branch network, and
the general cash flows from our existing lending and investment activities, will
provide us more than adequate long-term liquidity. For additional information,
see the Consolidated Statements of Cash Flows in Item 1 of this Form 10-Q.



The Company is a separate legal entity from the Bank and provides for its own
liquidity. At June 30, 2021, the Company, on an unconsolidated basis, had liquid
assets of $20.7 million. In addition to its operating expenses, the Company is
responsible for paying dividends declared, if any, to its shareholders, funds
paid for Company stock repurchases, and payments on subordinated notes held at
the Company level. The Company has the ability to receive dividends or
capital distributions from the Bank, although there are regulatory restrictions
on the ability of the Bank to pay dividends. First Northwest has partially
fulfilled its commitment to extend $15.0 million to Quin Ventures, Inc. under a
capital financing agreement and related promissory note.



Capital Resources



At June 30, 2021, shareholders' equity totaled $188.8 million, or 10.6% of total
assets. Our book value per share of common stock was $18.48 at June 30, 2021,
compared to $18.20 at December 31, 2020.



At June 30, 2021, the Bank exceeded all regulatory capital requirements and was considered "well capitalized" under FDIC regulatory capital guidelines.





The following table provides the capital requirements and actual results for
First Fed at June 30, 2021.



                                                              Minimum Capital                 Minimum Required to be
                                      Actual                    Requirements                     Well-Capitalized
                               Amount        Ratio         Amount           Ratio         Amount                 Ratio
                                                           (Dollars in thousands)
Tier I leverage capital (to
average assets)               $ 187,564         10.9 %   $   69,071             4.0 %   $    86,339                     5.0 %
Common equity tier I (to
risk-weighted assets)           187,564         14.5         58,367             4.5          84,308                     6.5
Tier I risk-based capital
(to risk-weighted assets)       187,564         14.5         77,822             6.0         103,763                     8.0
Total risk-based capital
(to risk-weighted assets)       202,490         15.6        103,763             8.0         129,704                    10.0




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



Effect of Inflation and Changing Prices





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



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