First Northwest Bancorp (Form: 10-K, Received: 03/15/2019 06:31:21)

Subsidiary

Percentage of Ownership

State of Incorporation

First Northwest Bancorp

First Federal Savings and Loan Association of Port Angeles

Washington

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2018	or



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

Commission File Number: 001-36741

FIRST NORTHWEST BANCORP

(Exact name of registrant as specified in its charter)



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




Common Stock, par value $0.01 per share		The Nasdaq Stock Market LLC
(Title of Class)		(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:		None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [x]

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [x] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	[ ]	Accelerated filer	[x]	Non-accelerated filer	[ ]	Smaller reporting company	[ ]
						Emerging growth company	[x]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [x]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

At March 5, 2019 , the registrant had 11,040,981 shares of common stock issued and outstanding. The aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing price of such stock as quoted on The Nasdaq Stock Market, LLC as of June 30, 2018 , was $177,347,297 . (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the registrant.)

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant's Proxy Statement for the 2019 Annual Meeting of Shareholders are incorporated by reference into Part III.

FIRST NORTHWEST BANCORP

2018 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS



Forward-Looking Statements	4
Available Information	5
PART I
Item 1. Business	6
General	6
Market Area	6
Lending Activities	8
Asset Quality	23
Investment Activities	32
Deposit Activities and Other Sources of Funds	36
Subsidiary and Other Activities	41
Competition	41
Employees	41
How We Are Regulated	42
Taxation	50
Item 1A. Risk Factors	51
Item 1B. Unresolved Staff Comments	63
Item 2. Properties	63
Item 3. Legal Proceedings	64
Item 4. Mine Safety Disclosures	64
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	64
Item 6. Selected Financial Data	66
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	68
General	68
Our Business and Operating Strategy	69
Critical Accounting Policies	71
New Accounting Pronouncements	72
Comparison of Financial Condition at December 31, 2018 and December 31, 2017	72
Comparison of Results of Operations for the Year Ended December 31, 2018 and Twelve Month Period Ended December 31, 2017	75
Comparison of Financial Condition at December 31, 2017 and June 30, 2017	81
Comparison of Results of Operations for the Six Months Ended December 31, 2017 and December 31, 2016	84
Average Balances, Interest and Average Yields/Cost	88
Rate/Volume Analysis	90
Asset and Liability Management and Market Risk	91
Liquidity Management	92
Off-Balance Sheet Activities	93
Contractual Obligations	94
Commitments and Off-Balance Sheet Arrangements	94
(Table of Contents continued on following page)



Capital Resources	94
Effect of Inflation and Changing Prices	95
Recent Accounting Pronouncements	95
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	95
Item 8. Financial Statements and Supplementary Data	96
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	168
Item 9A. Controls and Procedures	168
Item 9B. Other Information	169
PART III.
Item 10. Directors, Executive Officers and Corporate Governance	169
Item 11. Executive Compensation	169
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	169
Item 13. Certain Relationships and Related Transactions and Director Independence	170
Item 14. Principal Accounting Fees and Services	170
PART IV.
Item 15. Exhibits and Financial Statement Schedules	170
Item 16. Form 10-K Summary	171
Signatures	172

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.

Forward-Looking Statements

Certain matters in this Form 10-K, including information included or incorporated by reference, 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; and


•	estimates of our risks and future costs and benefits.

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:


•	changes in general economic conditions, either nationally or in our market area, or the market areas where the collateral for our loans is located, 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;


•	a decrease 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;


•	whether our management team can implement our operational strategy including but not limited to our loan 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 revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;


•	our ability to successfully execute on growth strategies related to the home lending center and new branches;


•	staffing needs and associated expenses in response to product demand or the implementation of corporate strategies;


•	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;


•	our ability to retain key members of our senior management team;


•	changes in consumer spending, borrowing and savings habits;


•	our ability to successfully manage our growth in compliance with regulatory requirements;


•	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;


•	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;


•	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;


•	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 our filings with the Securities and Exchange Commission, including this Form 10-K.

Any of these developments could have a material 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 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 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. 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.

Available Information

The Company provides an Investor Relations link on its website (www.ourfirstfed.com) to the Securities and Exchange Commission’s (“SEC”) website ( www.sec.gov ) for purposes of providing copies of its annual report to shareholders, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and press releases. Other than an investor’s own Internet access charges, these filings are available free of charge and can also be obtained by calling the SEC at 1-800-SEC-0330. The information contained on the Company’s website is not included as part of, or incorporated by reference into, this Annual Report on Form 10-K.

PART I

Item 1. Business

General

First Northwest Bancorp ("First Northwest" or the "Company"), a Washington corporation formed on August 14, 2012, is the bank holding company for First Federal Savings and Loan Association of Port Angeles ("First Federal" or the "Bank").

At December 31, 2018 , the Company had total assets of $1.3 billion , net loans of $863.9 million , total deposits of $940.3 million , and total shareholders' equity of $172.3 million . The Company's business activities are generally limited to passive investment activities and oversight of its investment in First Federal. Accordingly, the information set forth in this report, including consolidated financial statements and related data, relates primarily to First Federal.

First Northwest is a bank holding company subject to regulation by the Board of Governors of the Federal Reserve System (“Federal Reserve”). First Federal is examined and regulated by the Washington State Department of Financial Institutions, Division of Banks (“DFI”) and by the Federal Deposit Insurance Corporation (“FDIC”). First Federal is required to have certain reserves set by the Federal Reserve and is a member of the Federal Home Loan Bank of Des Moines (“FHLB” or “FHLB of Des Moines”), which is one of the eleven regional banks in the Federal Home Loan Bank System (“FHLB System”).

First Federal is a community-oriented financial institution serving Western Washington with offices in Clallam, Jefferson, Kitsap, King, and Whatcom counties. Our thirteen banking locations include ten full-service banking offices, two banking locations primarily serving our customers through the use of Interactive Teller Machines ("ITM"), and a Home Lending Center ("HLC"), which is focused on the origination of loans secured by one- to four-family residential properties.

We offer a wide range of products and services focused on the lending and depository 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 home equity loans and lines of credit as well as automobile loans. Over the last five years we have significantly increased the origination of higher-yielding commercial real estate, multi-family real estate, and construction loans and more recently have increased our auto loan portfolio through our indirect lending and auto loan purchase programs. We offer traditional consumer and business deposit products, including transaction accounts, savings and money market accounts and certificates of deposit for individuals and businesses. Deposits are our primary source of funds for our lending and investing activities.

The executive office of the Company is located at 105 West 8th Street, Port Angeles, Washington 98362, and its telephone number is (360) 457-0461.

On July 25, 2017, the Board of Directors of First Northwest amended, in accordance with the Company’s Bylaws, the Company’s fiscal year to begin on January 1 and end on December 31 of each year. As a result of the change, this Form 10-K includes information for the six-month transition period from July 1, 2017 to December 31, 2017, and also contains unaudited information for the twelve-month period from January 1 to December 31, 2017, which compares more accurately to the 2018 presentation.

Market Area

We operate out of thirteen banking locations throughout western Washington. We have two banking locations, primarily serviced by an ITM, and five branch offices in Clallam County. We also have one branch office in Jefferson County, two branch offices in Kitsap County, two branch offices in Whatcom County, and our HLC is located in Seattle, in King County.

Clallam County has a population of approximately 75,474 and estimated median family income of $48,002 according to the latest information available from the U.S. Census Bureau. The economic base in Clallam County is dependent on government, healthcare, education, tourism, marine services, forest products, agriculture, and

technology industries. The primary employers in Clallam County include the Olympic Medical Center, Peninsula College, the Port Angeles School District, Clallam County government, Jamestown S'Klallam Tribe, Clallam Bay Corrections Center, and the Westport Shipyard. According to the U.S. Bureau of Labor Statistics, the unemployment rate for Clallam County was 6.9% at December 31, 2018 , compared to 7.0% at December 31, 2017 . The State of Washington average was 4.3% , and the national average was 3.9% at December 31, 2018 . The average sales price of a residential home in Clallam County was $321,819 for the quarter ended December 31, 2018 , a 7.4% increase compared to the quarter ended December 31, 2017 , according to Paragon Olympic Listing Service. Residential sales volume decreased 2.6% for the quarter ended December 31, 2018 as compared to the quarter ended December 31, 2017 , and inventory levels at December 31, 2018 were projected to be two months according to Paragon.

Jefferson County has a population of approximately 31,234 and estimated median family income of $51,842 according to the latest information available from the U.S. Census Bureau. The economic base in Jefferson County is dependent on government, healthcare, education, tourism, arts and culture, maritime and boat building, and small-scale manufacturing. The primary employers in Jefferson County include Port Townsend Paper, Jefferson Healthcare, Port Townsend School District, the Port Authority of Port Townsend and related marine trade, and the Jefferson County government. According to the U.S. Bureau of Labor Statistics, the unemployment rate for Jefferson County was 5.9% at December 31, 2018 , compared to 6.2% at December 31, 2017 . The average sales price of a residential home in Jefferson County was $417,604 for the quarter ended December 31, 2018 , less than a 1.0% increase when compared to the quarter ended December 31, 2017 , according to Northwest Multiple Listing Service (NMLS). Residential sales volume decreased 17.4% for the quarter ended December 31, 2018 as compared to the quarter ended December 31, 2017 , and inventory levels at December 31, 2018 were projected to be two months according to NMLS.

Kitsap County has a population of approximately 266,414 and estimated median family income of $68,336 according to the latest information available from the U.S. Census Bureau. The economic base of Kitsap County is largely supported by the United States Navy through personnel stationed at Kitsap Naval Base along with other employers supporting the military. Private industries that support the economic base are healthcare, retail and tourism. Other primary employers in Kitsap County include the Department of Defense, Harrison Medical Center, Walmart, and Port Madison Enterprises, which owns and operates the Clearwater Casino and Resort, gas stations and other retail operations. According to the U.S. Bureau of Labor Statistics, the unemployment rate for Kitsap County was 4.9% at December 31, 2018 , compared to 5.0% at December 31, 2017 . The average sales price of a residential home in Kitsap County was $423,328 for the quarter ended December 31, 2018 , a less than 1.0% increase when compared to the quarter ended December 31, 2017 , according to NMLS. Residential sales volume decreased 13.6% for the quarter ended December 31, 2018 as compared to the quarter ended December 31, 2017 , and inventory levels at December 31, 2018 were projected to be one month according to NMLS.

Whatcom County has a population of approximately 221,404 and estimated median family income of $56,419 according to the latest information available from the U.S. Census Bureau. The economic base of Whatcom County is largely supported by healthcare, education and crude oil refinery industries. There is some niche manufacturing and a large variety of other small businesses that create a well-rounded economy with a close proximity to the Canadian border bringing in shoppers seeking retail products and services. The primary employers in Whatcom County include PeaceHealth Medical Center, Western Washington University, Bellingham School District, and BP Cherry Point Refinery. According to the U.S. Bureau of Labor Statistics, the unemployment rate for Whatcom County was 5.0% at December 31, 2018 , compared to 5.0% at December 31, 2017 . The average sales price of a residential home in Whatcom County was $395,840 for the quarter ended December 31, 2018 , an 8.0% increase compared to the quarter ended December 31, 2017 , according to NMLS. Residential sales volume decreased 15.1% for the quarter ended December 31, 2018 as compared to the quarter ended December 31, 2017 , and inventory levels at December 31, 2018 were projected to be two months according to NMLS.

King County has a population of approximately 2.2 million and estimated median family income of $83,571 , according to the latest information available from the U.S. Census Bureau. The economic base of King County is largely supported by technology, services, and manufacturing industries. The primary employers in King County include Microsoft, Amazon, Boeing, Starbucks, and the King County government. According to the U.S. Bureau of Labor Statistics, the unemployment rate for King County was 3.3% at December 31, 2018 , compared to 3.6% at December 31, 2017 . The average sales price of a residential home in King County was $721,439 for the quarter ended December 31, 2018 , a 5.3% increase compared to the quarter ended December 31, 2017 , according to NMLS. Residential sales volume decreased 16.1% for the quarter ended December 31, 2018 as compared to the quarter ended December 31, 2017 , and inventory levels at December 31, 2018 were projected to be two months according to NMLS.

Our business plan includes the intent to extend our operations throughout the Puget Sound Region. This region dominates the economy of the Pacific Northwest and is broadly defined as the area surrounding the inlet of the Pacific Ocean that extends into the northwestern section of the state of Washington. The population of this additional region (beyond our current market area) is approximately 2.2 million , or 29.7% of the state's population. The market area is a mix of urban, suburban and rural areas, with the Seattle metropolitan area harboring a well-developed urban area along the eastern portion of Puget Sound. The region extends from Whatcom County in the north on the Canadian border to Thurston and Pierce counties to the south. Other key metropolitan areas within the Puget Sound region include Bellingham (Whatcom County), Burlington (Skagit County), Everett (Snohomish County), Tacoma (Pierce County) and Olympia (Thurston County).

Key employment sectors include aerospace, military, information technology, clean technology, biotechnology, education, logistics, international trade, and tourism. The region is well known for the long-term presence of The Boeing Corporation and Microsoft, two major industry leaders. The military presence includes a number of large installations serving the U.S. Air Force, Army and Navy. Given the employment profile, the region's workforce is generally highly educated. Washington's geographic proximity to the Pacific Rim along with a deep water port has made it a center for international trade, which contributes significantly to the regional economy. The Washington ports make Washington the fourth largest exporting state in the nation, and the top five trading partners with Washington include China, Mexico, Canada, Japan and Korea. Tourism has also developed into a major industry for the area, due to the scenic beauty, temperate climate, and easy accessibility. Maritime industry employment, supported by the trade and fishing industries, is also an important employment sector.

For a discussion regarding the competition in our primary market area, see “Competition.”

Lending Activities

General . First Federal’s principal lending activities are concentrated in real estate secured loans with first lien one- to four-family mortgage, commercial, and multi-family loans. First Federal also makes construction and land loans (including lot loans), commercial business loans, and consumer loans, consisting primarily of automobile loans and home-equity loans and lines of credit.

Loan Portfolio Analysis

The following table represents information concerning the composition of our loan portfolio, excluding loans held for sale, by the type of loan at the dates indicated:



	December 31,										June 30,
	2018					2017					2017					2016					2015					2014
	Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent
	(Dollars in thousands)

Real estate:
One- to four-family	$	336,178		38.7	%	$	355,391		45.2	%	$	328,243		44.7	%	$	308,471		49.3	%	$	256,696		52.0	%	$	241,910		48.0	%
Multi-family	82,331			9.5		73,767			9.4		58,101			7.9		46,125			7.4		33,086			6.6		45,100			8.9
Commercial real estate	253,235			29.1		202,956			25.8		202,038			27.5		161,182			25.7		125,623			25.4		128,028			25.4
Construction and land	54,102			6.2		71,145			9.0		71,630			9.8		50,351			8.0		19,127			3.9		20,497			4.1
Total real estate loans	725,846			83.5		703,259			89.4		660,012			89.9		566,129			90.4		434,532			87.9		435,535			86.4

Consumer:
Home equity	37,629			4.3		38,473			4.9		35,869			4.9		33,909			5.4		36,387			7.4		40,064			8.0
Auto and other consumer	87,357			10.0		28,106			3.6		21,043			2.9		9,023			1.5		8,198			1.7		10,697			2.1
Total consumer loans	124,986			14.3		66,579			8.5		56,912			7.8		42,932			6.9		44,585			9.1		50,761			10.1

Commercial business loans	18,898			2.2		16,303			2.1		17,073			2.3		16,924			2.7		14,764			3.0		17,532			3.5

Total loans	869,730			100.0	%	786,141			100.0	%	733,997			100.0	%	625,985			100.0	%	493,881			100.0	%	503,828			100.0	%

Less:
Net deferred loan fees	292					724					904					1,182					840					862
Premium on purchased loans, net	(3,947		)			(2,454		)			(2,216		)			(2,280		)			(1,957		)			(1,290		)
Allowance for loan losses	9,533					8,760					8,523					7,239					7,111					8,072
Total loans, net	$	863,852				$	779,111				$	726,786				$	619,844				$	487,887				$	496,184

Fixed-Rate and Adjustable-Rate Loans

The following table shows the composition of our loan portfolio, excluding loans held for sale, in dollar amounts and in percentages by fixed rates and adjustable rates at the dates indicated:



	December 31,										June 30,
	2018					2017					2017					2016					2015					2014
	Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent
Fixed-rate loans:	(Dollars in thousands)
Real estate:
One- to four-family	$	214,359		24.5	%	$	219,511		27.9	%	$	215,706		29.4	%	$	198,984		31.8	%	$	182,299		36.8	%	$	172,801		34.3	%
Multi-family	20,756			2.4		19,786			2.5		1,370			0.2		9,596			1.5		7,979			1.6		2,281			0.5
Commercial real estate	75,637			8.7		58,656			7.5		38,423			5.2		46,082			7.4		36,880			7.5		46,199			9.2
Construction and land	36,208			4.2		23,791			3.0		21,582			2.9		17,399			2.7		14,132			2.9		12,575			2.5
Total real estate loans	346,960			39.8		321,744			40.9		277,081			37.7		272,061			43.4		241,290			48.8		233,856			46.5
Consumer:
Home equity	18,056			2.1		14,586			1.8		12,582			1.7		8,845			1.4		8,741			1.8		10,085			2.0
Other consumer	86,681			10.0		27,303			3.5		20,170			2.7		7,991			1.3		6,986			1.4		9,247			1.7
Total consumer loans	104,737			12.1		41,889			5.3		32,752			4.4		16,836			2.7		15,727			3.2		19,332			3.7
Commercial business loans	5,507			0.6		6,066			0.8		5,688			0.8		6,607			1.1		5,900			1.2		8,547			1.7
Total fixed-rate loans	457,204			52.5		369,699			47.0		315,521			42.9		295,504			47.2		262,917			53.2		261,735			51.9

Adjustable-rate loans:
Real estate:
One- to four-family	121,819			14.0		135,880			17.3		112,537			15.4		109,487			17.5		74,397			15.1		69,109			13.7
Multi-family	61,575			7.1		53,981			6.9		56,731			7.7		36,529			5.8		25,107			5.1		42,819			8.5
Commercial real estate	177,598			20.4		144,300			18.4		163,615			22.3		115,100			18.4		88,743			18.0		81,829			16.2
Construction and land	17,894			2.1		47,354			6.0		50,048			6.8		32,952			5.3		4,995			1.0		7,922			1.6
Total real estate loans	378,886			43.6		381,515			48.6		382,931			52.2		294,068			47.0		193,242			39.2		201,679			40.0
Consumer:
Home equity	19,573			2.3		23,887			3.0		23,287			3.2		25,064			4.0		27,646			5.6		29,979			6.0
Other consumer	676			0.1		803			0.1		873			0.1		1,032			0.2		1,212			0.2		1,450			0.3
Total consumer loans	20,249			2.4		24,690			3.1		24,160			3.3		26,096			4.2		28,858			5.8		31,429			6.3
Commercial business loans	13,391			1.5		10,237			1.3		11,385			1.6		10,317			1.6		8,864			1.8		8,985			1.8
Total adjustable-rate loans	412,526			47.5		416,442			53.0		418,476			57.1		330,481			52.8		230,964			46.8		242,093			48.1

Total loans	869,730			100.0	%	786,141			100.0	%	733,997			100.0	%	625,985			100.0	%	493,881			100.0	%	503,828			100.0	%
Less:
Net deferred loan fees	292					724					904					1,182					840					862
Premium on purchased loans, net	(3,947		)			(2,454		)			(2,216		)			(2,280		)			(1,957		)			(1,290		)
Allowance for loan losses	9,533					8,760					8,523					7,239					7,111					8,072
Total loans, net	$	863,852				$	779,111				$	726,786				$	619,844				$	487,887				$	496,184

Loan Maturity

The following table illustrates the contractual maturity of our loan portfolio at December 31, 2018 . Mortgages that have adjustable or renegotiable interest rates are shown as maturing in the period during which the contract is due. The total amount of loans due after December 31, 2019 that have fixed interest rates is $455.5 million , while the total amount of loans due after such date that have adjustable interest rates is $400.9 million . The table does not reflect the effects of unpredictable principal prepayments.



	Within One Year ⁽¹⁾				After One Year Through Three Years				After Three Years Through Five Years				After Five Years Through Ten Years				Beyond Ten Years				Total
			Weighted				Weighted				Weighted				Weighted				Weighted				Weighted
			Average				Average				Average				Average				Average				Average
	Amount		Rate		Amount		Rate		Amount		Rate		Amount		Rate		Amount		Rate		Amount		Rate
	(Dollars in thousands)
Real estate:
One- to four-family	$	17	5.31	%	$	180	6.30	%	$	709	3.85	%	$	23,730	3.47	%	$	311,542	4.05	%	$	336,178	4.01	%
Multi-family	113		4.96		7		5.89		19,546		3.95		49,218		4.45		13,447		5.41		82,331		4.48
Commercial real estate	676		5.01		14,232		4.97		45,141		4.69		191,928		4.63		1,258		3.47		253,235		4.65
Construction and land	3,237		6.55		481		6.04		4,745		6.81		18,076		5.19		27,563		4.81		54,102		5.23
Consumer:
Home equity	243		6.25		2,720		6.31		3,151		6.27		5,280		6.01		26,235		4.91		37,629		5.29
Other consumer	873		9.85		2,076		5.29		15,063		4.84		39,895		6.15		29,450		6.52		87,357		6.06

Commercial business loans	8,166		6.72		1,357		6.25		6,886		5.00		2,489		5.41		—		—		18,898		5.88

Total loans	$	13,325			$	21,053			$	95,241			$	330,616			$	409,495			$	869,730

_______________

(1) Includes demand loans, loans having no stated maturity, and overdraft loans.

Geographic Distribution of our Loans

The following table shows at December 31, 2018 the geographic distribution of our loan portfolio in dollar amounts and percentages.



	North Olympic Peninsula (1)				Puget Sound Region (2)				Other Washington				Total in Washington State				All Other States (3)				Total
	Amount		% of Total in Category		Amount		% of Total in Category		Amount		% of Total in Category		Amount		% of Total in Category		Amount		% of Total in Category		Amount		% of Total in Category
Real estate loans:	(Dollars in thousands)
One- to four-family	$	164,315	48.9	%	$	133,945	39.8	%	$	3,649	1.1	%	$	301,909	89.8	%	$	34,269	10.2	%	$	336,178	38.7	%
Multi-family	4,130		5.0		72,928		88.6		5,273		6.4		82,331		100.0		—		—		82,331		9.5
Commercial real estate	48,280		19.1		184,227		72.7		20,728		8.2		253,235		100.0		—		—		253,235		29.1
Construction and land	16,029		29.6		38,073		70.4		—		—		54,102		100.0		—		—		54,102		6.2
Total real estate loans	232,754		32.1		429,173		59.1		29,650		4.1		691,577		95.3		34,269		4.7		725,846		83.5

Consumer loans:
Home equity	33,945		90.2		3,670		9.8		14		—		37,629		100.0		—		—		37,629		4.3
Other consumer	18,316		20.9		25,063		28.7		930		1.1		44,310		50.7		43,047		49.3		87,357		10.0
Total consumer loans	52,261		41.8		28,733		23.0		944		0.8		81,939		65.6		43,047		34.4		124,986		14.3

Commercial business loans	8,378		44.3		10,216		54.1		—		—		18,594		98.4		304		1.6		18,898		2.2

Total loans	$	293,393	33.8	%	$	468,122	53.8	%	$	30,594	3.5	%	$	792,110	91.1	%	$	77,620	8.9	%	$	869,730	100.0	%

____________

(1) Includes Clallam and Jefferson counties.

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

(3) Includes loans located primarily in California and Ohio.

One- to Four-Family Real Estate Lending. At December 31, 2018 , one- to four-family residential mortgage loans (excluding loans held for sale) totaled $336.2 million , or 38.7% , of our total loan portfolio, including $34.3 million , or 10.2% , of loans secured by properties outside the state of Washington, primarily in the states of California and Ohio. We originate both fixed and adjustable-rate residential loans, which can be sold in the secondary market or retained in our portfolio, and supplement originations with loan purchases from time to time, depending on our balance sheet objectives. Residential loans are underwritten to either secondary market standards for sale or to internal underwriting standards, which may not meet Federal Home Loan Mortgage Corporation ("Freddie Mac") and Federal National Mortgage Association ("Fannie Mae") eligibility requirements.

Fixed-rate residential mortgages are offered with repayment terms between 10 and 30 years, priced off of Freddie Mac posted daily pricing indications adjusted for economic and competitive considerations. Adjustable-rate residential mortgage products with similar amortization terms are also offered, with an interest rate that is typically fixed for an initial period ranging from 1 to 7 years with annual adjustments thereafter. Future interest rate adjustments include periodic caps of no more than 2% and lifetime caps of 5% to 6% above the initial interest rate, with no borrower prepayment restrictions.

Adjustable-rate mortgage loans could increase credit risk when interest rates rise. An increase to the borrower's loan payment may affect the borrower's ability to repay and could increase the probability of default. To mitigate this risk to both the borrower and First Federal, adjustable rate loans contain both periodic and lifetime interest rate caps, limiting the amount of payment changes. In addition, depending on market conditions, we may underwrite the borrower at a higher interest rate and payment amount than the initial rate. We do not offer adjustable-rate mortgages with deep discount teaser rates. At December 31, 2018 , the average interest rate on our adjustable-rate mortgage loans was approximately 31.7% under the fully indexed rate. As of December 31, 2018 , we had $121.8 million , or 14.0% , of adjustable-rate residential mortgage loans in our residential loan portfolio.

The underwriting process considers a variety of factors including credit history, debt to income ratios, property type, loan to value ratio, and occupancy. For loans with over 80% loan to value ratios, we typically require private mortgage insurance, which reduces our exposure to loss in the event of a loan default. Credit risk is also mitigated by obtaining title insurance, hazard insurance, and flood insurance. Residential mortgage loans which require appraisals are appraised by independent fee appraisers.

In connection with rules and regulations issued by the Consumer Financial Protection Bureau ("CFPB"), defining qualified mortgage loans based on the borrower’s ability to repay the loan, we believe that generally all of our mortgage loans originated meet this standard.

First Federal does not actively engage in subprime mortgage lending, either through advertising, marketing, underwriting and/or risk selection, and has no established program to originate or purchase subprime mortgage loans.

Commercial and Multi-Family Real Estate Lending. At December 31, 2018 , $253.2 million , or 29.1% , and $82.3 million , or 9.5% , of our total loan portfolio was secured by commercial and multi-family real estate property, respectively. At December 31, 2018 , we have identified $37.9 million of our commercial real estate portfolio as owner-occupied commercial real estate and $297.7 million is secured by income producing, or non-owner-occupied, commercial real estate. Substantially all of our commercial real estate and multi-family loans are secured by properties located in Washington State.

These loans are generally priced at a higher rate of interest than one- to four-family residential loans, to compensate for the greater risk associated with higher loan balances and the complexity of underwriting and monitoring. Repayment on loans secured by commercial or multi-family properties is dependent on successful management by the property owner to create sufficient net operating income to meet debt service requirements. Changes in economic and real estate market conditions can affect net operating income, capitalization rates, and ultimately the valuation and marketability of the collateral. As a result, we analyze market data including vacancy rates, absorption percentages, leasing rates, and competing projects under development. Interest rate, occupancy and capitalization rate stress testing are required as part of our underwriting analysis. If the borrower is a corporation, we generally require and obtain personal guarantees from the corporate principals, which include underwriting of their personal financial statements, tax returns, cash flows and individual credit reports, which provides us with additional support and a secondary source for repayment of the debt.

We offer both fixed- and adjustable-rate loans on commercial and multi-family real estate, which may include balloon payments. As of December 31, 2018 , we had $177.6 million in adjustable-rate commercial real

estate loans and $61.6 million in adjustable-rate multi-family loans. Commercial and multi-family real estate loans with adjustable rates generally adjust after an initial period of three to five years and have maturity dates of three to ten years. Amortization terms are generally limited to terms up to 25 years on commercial real estate loans and up to 30 years on multi-family loans. Adjustable-rate multi-family residential and commercial real estate loans are generally priced to market indices with appropriate margins, which may include the U.S. Constant Maturity Treasury Rate, London Interbank Offered Rate ("LIBOR"), The Wall Street Journal prime rate, or other acceptable index. Substantially all adjustable-rate commercial and multi-family real estate loans are subject to a floor rate, and the weighted average floor rate on these loans was 4.33% at December 31, 2018 . Of all of the adjustable-rate commercial loans, 44.9% are subject to a ceiling rate, and the weighted average ceiling rate on those loans was 10.2% at December 31, 2018 .

The maximum loan to value ratio for commercial and multi-family real estate loans is typically limited to 75% of the appraiser opinion of market value. The minimum debt service coverage ratio is 1.20x for non-owner-occupied and owner-occupied properties. We require independent appraisals or evaluations on all loans secured by commercial real estate from an approved appraisers list.

We require most of our commercial and multi-family real estate loan borrowers to submit annual financial statements and/or rent rolls on the subject property, as well as personal financial statements of borrowers and guarantors. These properties may also be subject to annual inspections to support that the appropriate maintenance is being performed by the owner/borrower. All commercial real estate loans over $1.0 million are reviewed at least annually. The loan and its borrowers and/or guarantors are subject to an annual risk certification verifying that the loan is properly risk rated based upon covenant compliance and other terms as provided for in the loan agreements. While this process does not prevent loans from becoming delinquent, it does provide us with the opportunity to better identify problem loans in a timely manner and to work with the borrower prior to the loan becoming delinquent.

The following table provides information on multi-family and commercial real estate loans by type at the dates indicated:



	December 31,								June 30,
	2018				2017				2017				2016
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
	(Dollars in thousands)
Non-owner occupied
Multi-family	$	74,511	22.2	%	$	72,137	26.1	%	$	58,101	22.3	%	$	46,125	22.3	%
Office building	52,290		15.6		30,344		11.0		7,386		2.8		12,510		6.0
Hospitality	51,134		15.3		23,741		8.6		29,455		11.3		19,293		9.3
Retail	50,409		15.0		42,798		15.5		50,398		19.4		42,637		20.6
Mixed use	24,293		7.2		11,205		4.0		11,000		4.2		—		—
Self-storage	11,641		3.5		17,007		6.1		17,343		6.7		15,086		7.3
Health care	10,186		3.0		9,581		3.5		9,001		3.5		13,837		6.7
Warehouse	6,028		1.8		6,433		2.3		16,301		6.3		12,940		6.2
Manufacturing	3,765		1.1		3,857		1.4		3,900		1.5		—		—
Vehicle dealership	2,560		0.8		2,658		1.0		—		—		1,689		0.8
Other non-owner occupied	10,833		3.2		11,178		4.0		11,178		4.3		7,391		3.6

Total non-owner occupied	297,650		88.7		230,939		83.5		214,063		82.3		171,508		82.8

Owner occupied
Health care	11,586		3.5		11,892		4.3		12,105		4.7		7,925		3.8
Vehicle dealership	7,705		2.3		8,096		2.9		6,241		2.4		9,424		4.5
Office building	4,335		1.3		9,726		3.5		9,906		3.8		2,271		1.1
Warehouse	2,997		0.9		1,687		0.6		842		0.3		178		0.1
Retail	2,801		0.9		2,957		1.1		3,499		1.3		2,396		1.2
Manufacturing	2,150		0.6		2,983		1.1		3,037		1.2		3,387		1.6
Mixed use	1,429		0.4		1,797		0.6		1,597		0.6		1,041		0.5
Hospitality	486		0.1		1,077		0.4		1,093		0.4		—		—
Other owner-occupied	4,427		1.3		5,569		2.0		7,756		3.0		9,177		4.4

Total owner occupied	37,916		11.3		45,784		16.5		46,076		17.7		35,799		17.2

Summary by type
Multi-family	74,511		22.2		72,137		26.1		58,101		22.3		46,125		22.3
Office building	56,625		16.9		40,070		14.5		17,292		6.6		14,781		7.1
Retail	53,210		15.9		45,755		16.6		53,897		20.7		45,033		21.8
Hospitality	51,620		15.4		24,818		9.0		30,548		11.7		19,293		9.3
Mixed use	25,722		7.6		13,002		4.6		12,597		4.8		1,041		0.5
Health care	21,772		6.5		21,473		7.8		21,106		8.2		21,762		10.5
Self-storage	11,641		3.5		17,007		6.1		17,343		6.7		15,086		7.3
Vehicle dealership	10,265		3.1		10,754		3.9		6,241		2.4		11,113		5.3
Warehouse	9,025		2.7		8,120		2.9		17,143		6.6		13,118		6.3
Manufacturing	5,915		1.7		6,840		2.5		6,937		2.7		3,387		1.6
Other non-owner occupied	10,833		3.2		11,178		4.0		11,178		4.3		7,391		3.6
Other owner-occupied	4,427		1.3		5,569		2.0		7,756		3.0		9,177		4.4

Total multi-family and commercial real estate	$	335,566	100.0	%	$	276,723	100.0	%	$	260,139	100.0	%	$	207,307	100.0	%

If we foreclose on a multi-family or commercial real estate loan, the marketing and liquidation period can be a lengthy process with substantial holding costs. Vacancies, deferred maintenance, repairs and market stigma can result in real or perceived losses for the time it takes to return the property to profitability. Depending on the individual circumstances, initial charge-offs and subsequent losses on commercial real estate loans can be unpredictable and substantial.

The average outstanding loan size in our commercial real estate portfolio, including multi-family loans, was $1.7 million as of December 31, 2018 . We generally target individual commercial and multi-family real estate loans between $1.0 million and $5.0 million to small and mid-size owners and investors in our market areas as well as other parts of Washington. We will also make commercial and multi-family real estate loans in other states if we have a pre-existing relationship with the borrower.

Our three largest commercial and multi-family borrowing relationships, including loan balances outstanding and unused commitments, at December 31, 2018 consisted of an $18.5 million relationship secured by multi-family construction in King County, a $15.9 million relationship secured by multi-family real estate and multi-family construction in Pierce and King counties, and a $14.9 million relationship secured by multi-family construction and multi-family real estate in Kitsap and King counties.

Construction and Land Lending. Our construction and land loans decreased $17.0 million , or 23.9% , to $54.1 million , or 6.2% of the total loan portfolio at December 31, 2018 compared to $71.1 million at December 31, 2017 . At December 31, 2018 , the undisbursed portion of construction loans in process totaled $57.0 million compared to $59.4 million at December 31, 2017 .

First Federal offers an “all-in-one” residential custom construction loan product, which upon completion of construction will be held in our loan portfolio . We also originate construction loans for certain commercial real estate projects. These projects include, but are not limited to, subdivisions, multi-family, retail, office/warehouse, hotel, and office buildings. Underwriting criteria on these loans include, but are not limited to, minimum debt service coverage requirements of 1.20 or better, loan to value limitations, pre-leasing requirements, construction cost over-run contingency reserves, interest and absorption period reserves, occupancy, capitalization rates and interest rate stress testing, as well as other underwriting criteria.

Construction loan applications generally require architectural and working plans, a material specifications list, a detailed cost breakdown and a construction contract. Construction loan advances are based on progress payments for “work in place” based on detailed line item construction budgets. Independent construction inspectors are used to evaluate the construction draw request relative to the progress and “work in place.” Our construction administrator reviews all construction projects, inspection reports and construction loan advance requests to ensure they are appropriate and in compliance with all loan conditions. Other risk management tools include title insurance, date down endorsements or periodic lien inspections prior to the payment of construction loan advances. In some cases, general contractors may be required to provide sub-contractor lien releases for any work performed prior to the filing of our deed of trust or prior to each construction loan advance.

Custom and speculative construction valuations are based on the assumption that the project will be built in accordance with plans and specifications submitted to us at the time of the loan application. The appraiser takes into consideration the proposed design and market appeal of the improvements, based on current market conditions and demand for homes, although the improvements may not be completed for six to twelve months or longer, depending on the complexity of the plans and specifications and market conditions.

Land acquisition, development and construction loans are available to local contractors and developers for the purpose of holding and/or developing residential building sites and homes when market conditions warrant such activity. Land acquisition loans are secured by a first lien on the property and are generally limited to 65% of the acquisition price or the appraised value, whichever is less. Development land loans are generally limited to 75% of the discounted appraised value based on the projected lot sale absorption rate and associated carry and liquidation costs of the developed lots and homes. Underwriting criteria for acquisition and development loans include evidence of preliminary plat approval, compliance with state and Federal environmental protection and disclosure laws, engineering plans, detailed cost breakdowns and marketing plans. These loans have been limited to projects within the North Olympic Peninsula and Puget Sound region. Other risk management tools include title insurance, feasibility and market absorption reports.

The success of land acquisition, development and construction lending is dependent upon successful completion of the project and the sale or leasing of the property for repayment of the loan. Because of the

uncertainties inherent in the estimates related to construction costs, the market value of the completed project, the demand for the property at completion, the rates of interest paid, and other factors, actual results may vary and can have a significant adverse impact on the value and marketability of the collateral.

At December 31, 2018 , the average construction commitment for single-family residential construction was $424,000 , for multi-family construction was $3.3 million and for commercial real estate construction was $4.3 million . The largest construction commitments for multi-family and commercial real estate were $9.4 million and $9.7 million , respectively, at December 31, 2018 .

Substantially all of our land acquisition, development and construction lending have adjustable rates of interest based on The Wall Street Journal prime rate. During the term of construction, the accumulated interest on the loan is either added to the principal of the loan through an interest reserve or billed monthly, as is the case for acquisition and development loans. When original interest reserves set up at origination are exhausted, no additional reserves are permitted unless the loan is re-analyzed and it is determined that the additional reserves are appropriate.

Because an incomplete construction project is difficult to sell in the event of default, we may be required to advance additional funds and/or contract with another builder in order to complete construction. There is a risk that we may not fully recover unpaid loan funds and associated construction and liquidation costs under these circumstances. Speculative construction loans carry additional risk associated with identifying an end-purchaser for the finished project.

We also originate individual lot loans, which are secured by a first lien on the property, for borrowers who are planning to build on the lot within the next five years. Generally, these loans have a maximum loan to value ratio of 75% for improved lands (legal access, water and power) and 50% to 65% for unimproved land. The interest rate on these loans is fixed with a 20-year amortization and a five-year term.

At the dates indicated, the composition of our construction and land portfolio was as follows:



	December 31,				June 30,
	2018		2017		2017		2016		2015
	(In thousands)

One- to four-family residential	$	17,319	$	9,560	$	13,426	$	4,512	$	3,438
Multi-family residential	17,348		22,256		26,105		12,301		3,358
Commercial real estate	11,008		22,748		17,139		18,846		400
Land	8,427		16,581		14,960		14,692		11,931
Total construction and land	$	54,102	$	71,145	$	71,630	$	50,351	$	19,127

Our construction and land loans are geographically disbursed throughout the state of Washington and, as a result, these loans are susceptible to risks that may be different depending on the location of the project. We manage all of our construction lending by utilizing a licensed third party vendor to assist us in monitoring our construction projects, with construction loan proceeds disbursed periodically as construction progresses and as inspections by our approved third party vendor warrant them.

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



December 31, 2018		Olympic Peninsula		Puget Sound Region		Other Washington		Total
		(In thousands)
Construction Commitment
	One- to four-family residential	$	16,814	$	18,550	$	—	$	35,364
	Multi-family residential	—		45,313		—		45,313
	Commercial real estate	1,868		20,147		—		22,015
	Total commitment	$	18,682	$	84,010	$	—	$	102,692

Construction Funds Disbursed
	One- to four-family residential	$	8,321	$	8,998	$	—	$	17,319
	Multi-family residential	—		17,348		—		17,348
	Commercial real estate	1,584		9,424		—		11,008
	Total disbursed	$	9,905	$	35,770	$	—	$	45,675

Undisbursed Commitment
	One- to four-family residential	$	8,493	$	9,552	$	—	$	18,045
	Multi-family residential	—		27,965		—		27,965
	Commercial real estate	284		10,723		—		11,007
	Total undisbursed	$	8,777	$	48,240	$	—	$	57,017

Land Funds Disbursed
	One- to four-family residential	$	6,124	$	2,023	$	—	$	8,147
	Commercial real estate	—		280		—		280
	Total disbursed for land	$	6,124	$	2,303	$	—	$	8,427



December 31, 2017		Olympic Peninsula		Puget Sound Region		Other Washington		Total
		(In thousands)
Construction Commitment
	One- to four-family residential	$	11,570	$	14,824	$	—	$	26,394
	Multi-family residential	—		61,939		—		61,939
	Commercial real estate	975		14,837		9,811		25,623
	Total commitment	$	12,545	$	91,600	$	9,811	$	113,956

Construction Funds Disbursed
	One- to four-family residential	$	3,711	$	5,849	$	—	$	9,560
	Multi-family residential	—		22,256		—		22,256
	Commercial real estate	594		12,343		9,811		22,748
	Total disbursed	$	4,305	$	40,448	$	9,811	$	54,564

Undisbursed Commitment
	One- to four-family residential	$	7,859	$	8,975	$	—	$	16,834
	Multi-family residential	—		39,683		—		39,683
	Commercial real estate	381		2,494		—		2,875
	Total undisbursed	$	8,240	$	51,152	$	—	$	59,392

Land Funds Disbursed
	One- to four-family residential	$	6,606	$	1,242	$	—	$	7,848
	Commercial real estate	—		8,733		—		8,733
	Total disbursed for land	$	6,606	$	9,975	$	—	$	16,581

Consumer Lending. We offer a variety of consumer loans, including home equity loans and lines of credit, new and used automobile loans, loans on other miscellaneous vehicles, and personal lines of credit. At December 31, 2018 , home equity loans and lines of credit totaled $37.6 million , or 4.3% of the loan portfolio. Our interest rates on home equity loans are priced for risk based on credit score, loan to value and overall credit quality of the applicant. Home equity loans are made for, among other purposes, the improvement of residential properties and other consumer needs. Some of these loans are secured by first liens; however, the majority of these loans are secured by a second deed of trust on the residential property. Fixed-rate, fully-amortizing home equity loans in first lien position are available up to a maximum loan amount of $750,000 with repayment periods ranging from 5 to 20 years. We also offer, to borrowers who qualify, a five-year home equity line of credit with a discounted initial fixed interest rate for the first year with the interest rate adjusting monthly thereafter based on a margin over the prime rate; payments are interest-only for the first year. The balance and rate are fixed after five years and the principal amortized over the remaining fifteen year period of the loan up to a maximum of $750,000 if in first lien position. Home equity fixed and line of credit products in second lien positions behind a First Federal mortgage have a maximum loan amount of $250,000. Home equity loans and lines of credit have greater risk than one- to four-family residential mortgage loans because they are secured by mortgages subordinated to the existing first mortgage on the property, which we may or may not have private mortgage insurance coverage.

We originate, refinance, or purchase auto loans with a maximum term of up to 144 months depending on the age and condition of the vehicle and strength of the borrower. Loan rates for auto lending, as well as all other consumer loans, are priced based on the specific loan type and the risk involved. Direct and indirect lending sources are used to originate auto loans.

Indirect auto loans are originated with auto dealerships located throughout our market areas through a third party service provider that also facilitates a portion of the underwriting and origination of these loans based on our underwriting and pricing criteria. As of December 31, 2018 , we worked with 44 auto dealerships within our market areas, which provides us with the opportunity to actively deepen customer relationships through cross-selling

opportunities. At December 31, 2018 , auto loans totaled $39.7 million , of which $36.0 million were originated through dealer programs. Indirect auto customers receive a fixed rate loan in an amount and at an interest rate that is based on their FICO credit score, age of the vehicle, and loan term. Our underwriting and pricing criteria for indirect auto loans focuses primarily on the ability of the borrower to repay the loan rather than the value of the underlying collateral. Loans may be made up to the full sales price of the vehicle plus "Additional Vehicle Costs" such as sales tax, dealer preparation fees, license fees and title fees, service and warranty contracts, and "GAP" insurance coverage obtained in connection with the vehicle. Accordingly, the amount financed by us may exceed the manufacturer's suggested retail price of the financed vehicle and the Additional Vehicle Costs. In the case of used vehicles, the amount financed may exceed the vehicle's value as assigned by the Kelly Blue Book, our primary reference source of used cars and the Additional Vehicle Costs. In January 2017, a "final LTV" was implemented, limiting the loan to value ratio to 100% of the full sales price plus Additional Vehicle Costs. The loan term averages 70 months, which is comparable to national auto industry data.

We purchase auto loans through a partnership with a loan originator that operates in all 50 states, underwriting and funding loans for classic (25 years or older) and collector (premium price with limited production) vehicles. These loans range from $10,000 to over $250,000 with terms that range from 84 to 144 months and require down payments of 10% to 20%. We receive loan pools each week with complete packages that we are able to underwrite to determine whether to purchase or pass on all loans submitted. These loans present unique risks with the collateral being located across the country; however, our loan originator helps mitigate risk of loss by facilitating collection efforts should repossession become necessary, for which we would incur a cost. Historically, losses on these types of loans is less than 1% and First Federal has incurred no losses since implementation of this program.

Because our primary focus for auto loans is on the credit quality of the customer rather than the value of the collateral, the collectability of an auto loan is more likely to be affected by adverse personal circumstances than a single-family first mortgage loan. We rely on the borrower's continuing financial stability, rather than on the value of the vehicle, for the repayment of an auto loan.

Consumer loans represent additional risks because of the mobility and rapidly depreciating nature of consumer assets in contrast to real estate based collateral. If a borrower defaults, repossession and liquidation of the collateral may not provide sufficient proceeds to satisfy the outstanding loan balance. Other factors that may account for potential loan losses on consumer loans include deferred maintenance and damages. While subsequent legal actions and judgments against borrowers in default may be appropriate, such collection efforts and costs may not always be warranted and are evaluated on a case by case basis. Consumer loan collections are dependent on the borrower’s continuing financial stability and federal and state laws, including federal and state bankruptcy and insolvency laws, which may limit the amount that can be recovered on these loans.

Commercial Business Lending. As of December 31, 2018 , commercial business loans totaled $18.9 million , or 2.2% , of our loan portfolio. These loans include lines of credit, term loans, and letters of credit used for general business purposes, including seasonal and permanent working capital, equipment financing, and general investments. In general, these loans are typically secured by business assets, and loan terms vary from one to seven years with floating rates indexed to LIBOR, The Wall Street Journal prime rate or other indices.

Commercial business loans typically have shorter maturity terms and higher interest spreads than real estate loans but generally involve more credit risk because of the type and nature of the collateral. We are focusing our efforts on small-to-medium sized, privately-held companies with local or regional businesses that operate in our market area. Our commercial business lending policy includes an analysis of the borrower’s financial condition, past, present and future cash flows, as well as the collateral pledged as security. We generally obtain personal guarantees on our commercial business loans.

Our commercial business loans are originated based on the cash flow of the borrowing entity, which may be unpredictable due to normal business cycles, industry changes, and economic and political conditions. Secondary and tertiary sources of repayment are guarantor cash flows and collateral liquidation. Most often, this collateral consists of real estate, accounts receivable, inventory, or equipment. Collateral may fluctuate in value, which can reduce liquidation proceeds, and our ability to collect on accounts receivable or other third party payments can affect the amount of losses we incur in the event of default.

Loan Origination and Underwriting. Our loans are obtained from a variety of sources, including existing or walk-in customers, business development, referrals, and advertising, among others. All of our consumer loan products, including residential mortgage loans and secured and unsecured consumer loans are processed through our centralized processing and underwriting center. Commercial business loans, including commercial and multi-family

real estate loans, are originated by our relationship managers ("RMs") and underwritten centrally with formalized credit presentations submitted for approval to the appropriate individuals and committee(s) with lending authority designated by the Board of Directors.

Lending Authority. Through its current policy, the Board of Directors delegates lending authority to the Bank’s management and staff, to the Senior Loan Committee ("SLC") and to the Board of Directors' Loan and Asset Quality Committee ("BLC"). Overdrafts and small business express loans require one signature. The Chief Credit Officer ("CCO") has the authority to approve overdrafts up to $100,000, and certain other staff and management have authority to approve overdrafts ranging from $5,000 to $50,000. Our small business express loans, which are commercial business loans of $100,000 or less, are approved by the CCO or designated personnel and management. In addition, the CCO may approve Automated Clearing House and Remote Deposit Capture transactions in any amount, and has the authority to approve most modifications and extensions of credit in any amount, for terms of less than one year.

Mortgage loans require at least two signatures with cumulative approval authority up to the loan amount requested. Underwriters have approval authority of $424,100. The Consumer and Mortgage Manager and CCO have approval authority of $1.0 million. Mortgage loans over $2.0 million are approved by the SLC, and loans $6.0 million and over are approved by the BLC.

Commercial loans require at least two signatures with cumulative approval authority up to the loan amount requested. The CCO has approval authority of $1.0 million, and other personnel have approval authority ranging from $250,000 to $500,000. Commercial loan relationships over $2.5 million are approved by the SLC, and loans over $8.0 million are approved by the BLC. The SLC has the authority to exceed the $8.0 million limitation when approving a new loan as part of an existing commercial relationship, not to exceed $750,000.

Consumer loans require at least two signatures with cumulative approval authority up to the loan amount requested. The Consumer and Mortgage Manager has approval authority for consumer loans of $250,000 and certain named individuals have authority ranging from $35,000 to $50,000. Additionally, we have assigned authority to approve indirect auto loans meeting our underwriting and pricing criteria to our third party service provider. Indirect auto loan reports are reviewed daily for adherence to our policies.

Monthly, the SLC and the BLC review loan portfolio quality, concentrations, production, and industry trends and provide directional oversight. On a quarterly basis, the BLC reviews the SLC approved loans, and the Board of Directors reviews the BLC approved loans, as well as policy exceptions, credit concentrations and related risk concerns. Additionally, all policies are reviewed no less than annually.

Washington law provides for loans to one borrower restrictions, which restricts total loans and extensions of credit by a bank to 20% of its unimpaired capital and surplus, which was $30.4 million at December 31, 2018 . First Federal, however, restricts its loans to one borrower to no more than $18.0 million unless specifically approved by the BLC as an exception to policy. The following table provides a summary of our five largest relationships at December 31, 2018 .



Total Commitment		Number of Loans in Relationship	Primary Collateral Type
(In thousands)
	$18,476	2	Multi-family Construction
15,851		12	Multi-family Real Estate
14,863		4	Multi-family Construction
13,861		1	Commercial Real Estate
13,602		2	Multi-family Construction

Loan Originations, Servicing, Purchases and Sales . We originate mortgage, consumer, multi-family and commercial real estate, and commercial business loans for our portfolio utilizing fixed- and adjustable-rate loan terms. We also purchase whole and participation loans on a servicing retained or released basis. During the year ended December 31, 2018 , our total originations were $253.4 million . Our total originations for the six month transition period ended December 31, 2017 were $174.4 million and for the fiscal year ended June 30, 2017 were $221.9 million .

During the year ended December 31, 2018 , we purchased $70.4 million of loans. We purchased $43.9 million of loans during the six month transition period ended December 31, 2017 and purchased $44.0 million during the fiscal year ended June 30, 2017 . During the last year, the majority of loan pool purchases consisted of auto loans purchased through our partnership with an originator specializing in classic and collector vehicles followed by commercial real estate purchase and participations, whereby we receive a portion of a loan originated by another lender who retains the servicing and customer relationship of the loan and may, depending on the terms of the agreement, retain a portion of the interest as a servicing fee. Loan pools purchased prior to 2018 consisted mainly of loans exceeding conforming loan limits, or "jumbo loans," secured by single family residential properties located in the states of Washington and California. Purchased loans, loan pools, and participations are underwritten by our credit administration department and approved by the appropriate loan committee(s) prior to purchase, according to our lending authority guidelines.

The North Olympic Peninsula region, which represents a substantial concentration of depositors and borrowers, has experienced limited population growth, and the region's unemployment rate is higher than both the state and national unemployment rates. As a result, we originate and purchase loans outside of these areas in the counties surrounding the Puget Sound and elsewhere, and we may purchase loans with different credit and underwriting criteria than those we originate organically.

We sell residential first mortgage loans in the secondary market. The majority of residential mortgages we originate are fixed-rate, which we may sell to the secondary market to manage our interest rate risk and improve noninterest income. During the year ended December 31, 2018 , the six month transition period ended December 31, 2017 and the fiscal year ended June 30, 2017 , we sold $25.7 million , $17.4 million and $23.3 million of residential mortgage loans, respectively. Our secondary market relationship for residential loans is primarily with Freddie Mac, and more recently we have engaged with another third-party purchaser whereby we can sell these loans with servicing released and realize higher gains on sale than when we receive a servicing fee on loans sold when the servicing is retained by us. We expect to sell loans with servicing released to this third-party purchaser beginning in the first quarter of fiscal year 2019. Loans in general are sold on a non-recourse basis, whenever possible, subject to a provision for repurchase upon breach of representation, warranty or covenant.

At December 31, 2018 , we were servicing $175.5 million of loans for others. We earned mortgage servicing income of $454,000 for the year ended December 31, 2018 , $228,000 for the six month transition period ended December 31, 2017 , and $464,000 for the fiscal year ended June 30, 2017 . Mortgage servicing rights for these loans had a fair value of $1.5 million at December 31, 2018 . See Note 6 of the Notes to Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data," of this Form 10-K.

During fiscal 2008, we sold loans with “life of the loan” recourse provisions to Freddie Mac, and beginning in May 2013, Freddie Mac has required loans guaranteed by the United States Department of Agriculture to be sold with "life of the loan" recourse provisions as well. These recourse provisions require us to repurchase the loan upon default. The balance of loans serviced for others with life of the loan recourse provisions was $5.6 million at December 31, 2018 . There were no loans repurchased during the year ended December 31, 2018 or during the six month transition period ended December 31, 2017 , and one loan was repurchased during the fiscal year ended June 30, 2017 for $100,000 .

We may solicit one or more financial institutions to take a portion of a commercial real estate loan in order to manage risk or generate income through gain on sale or servicing fees. The participation agreement outlines the indirect relationship between the Bank and the participant with regard to borrower access, loan servicing, loan documents, etc. The participant's transactional involvement is typically limited to only that provided by the Bank as “agent” in the transaction, and the participation interest is sold without recourse. We maintain greater than 50 percent ownership interest in the loan and retain the servicing of loans we participate with others in order to maintain our direct relationship with the borrower and better manage our credit risk. During the year ended December 31, 2018 , we sold $3.9 million in commercial real estate loan participations, and during the six months ended December 31, 2017, we sold $1.5 million in commercial real estate loan participations.

Gains, losses and transfer fees on sales of one- to four-family and commercial real estate loans are recognized at the time of the sale. Our net gain on sale of residential and commercial real estate loans was $577,000 , $499,000 and $757,000 for the year ended December 31, 2018 , the six month transition period ended December 31, 2017 , and the fiscal year ended June 30, 2017 , respectively.

The following table shows our loan origination, sale and repayment activities for the periods indicated:



	Year Ended December 31,		Six Months Ended December 31,		Year Ended June 30,
	2018		2017		2017		2016
	(In thousands)
Originations by type :
Fixed-rate:
One- to four-family	$	33,660	$	30,531	$	66,376	$	50,229
Multi-family	247		13,427		—		—
Commercial real estate	26,212		22,944		138		16,713
Construction and land	29,610		45,997		18,394		11,997
Home equity	7,214		3,707		6,297		2,193
Other consumer	26,704		8,265		16,192		4,133
Commercial business	2,666		1,220		1,623		3,413
Total fixed-rate	126,313		126,091		109,020		88,678
Adjustable-rate :
One- to four-family	7,414		5,778		4,075		1,095
Multi-family	11,202		5,038		23,797		13,882
Commercial real estate	60,641		10,916		43,939		54,139
Construction and land	36,611		17,543		30,325		49,818
Home equity	5,322		5,151		6,464		4,987
Other consumer	4		2		11		23
Commercial business	5,884		3,913		4,244		4,399
Total adjustable-rate	127,078		48,341		112,855		128,343
Total loans originated	253,391		174,432		221,875		217,021

Purchases by type :
One- to four-family	1,096		27,963		30,345		55,143
Multi-family	1,258		1,011		10,782		74
Commercial real estate	23,307		13,603		—		—
Multi-family construction	—		—		2,848		3,986
Auto	44,736		1,283		—		—
Total loans purchased	70,397		43,860		43,975		59,203
Sales and Repayments :
One- to four-family loans sold	25,668		17,399		23,251		7,763
Commercial real estate loans sold	5,736		—		10,402		1,500
Total loans sold	31,404		17,399		33,653		9,263
Total principal repayments, charge-offs and transfers to real estate owned and repossessed assets	208,795		148,749		124,185		134,857
Total reductions	240,199		166,148		157,838		144,120
Net loan activity	$	83,589	$	52,144	$	108,012	$	132,104

Loan Origination and Other Fees . Loan origination fees paid by the borrower generally represent a percentage of the principal amount of the loan. Accounting standards require that certain fees received, net of certain origination costs, be deferred and amortized over the contractual life of the loan. Net deferred fees or costs associated with loans that are prepaid or sold are recognized as income or expense at the time of prepayment. We had $292,000 , $724,000 and $904,000 of net deferred loan fees at December 31, 2018 , December 31, 2017 and June 30, 2017 , respectively. In addition, we receive fees for loan commitments, late payments and miscellaneous services.

Asset Quality

Management of asset quality includes loan performance monitoring and reporting as well as utilization of both internal and independent third party loan reviews. The primary objective of our loan review process is to

measure borrower performance and assess risk for the purpose of identifying loan weakness in order to minimize loan loss exposure. From the time of origination through final repayment, all loans are assigned a risk rating based on pre-determined criteria. The risk rating is monitored annually for most loans, and may change during the life of the loan as appropriate.

Loan reviews vary by loan type and complexity of the loan. Some loans may warrant detailed individual review, while other loans may have less risk based upon size, or be of a homogeneous nature, such as consumer loans and loans secured by residential real estate. Homogeneous loans may be reviewed on the basis of risk indicators such as delinquency or credit rating. In cases of significant concern, re-evaluation of the loan and associated risks are documented by completing a loan risk assessment and action plan.

First lien residential mortgage loan payments have a 15-day grace period following the due date, after which time we institute collection procedures. Attempts to contact the borrower continue until the 90th day, after which time if we have not been able to reach a mutually satisfactory arrangement for curing the default, we will pursue all permissible remedies according to the terms of the security instruments and applicable law. In the event of an unsecured loan, we will either seek legal action against the borrower or refer the loan to an outside collection agency.

The following table shows our delinquent loans by type of loan and number of days delinquent as of December 31, 2018 .



	Loans Delinquent For:
	60-89 Days					90 Days and Over					Total Loans Delinquent 60 Days or More
	Number	Amount		Percent of Loan Category		Number	Amount		Percent of Loan Category		Number	Amount		Percent of Loan Category
	(Dollars in thousands)
Real estate loans:
One- to four-family	3	$	176	0.1	%	2	$	164	—	%	5	$	340	0.1	%
Construction and land	1	14		—		1	31		0.1		2	45		0.1
Total real estate loans	4	190		0.1		3	195		0.1		7	385		0.1

Consumer loans:
Home equity	2	30		0.1		2	9		—		4	39		0.1
Other	7	92		0.1		11	—		—		18	92		0.1
Total consumer loans	9	122		0.2		13	9		—		22	131		0.1
Total loans	13	$	312	0.3	%	16	$	204	0.1	%	29	$	516	0.1	%

Nonperforming Assets. Nonperforming assets include all nonperforming loans as well as real estate owned and repossessed assets. Troubled debt restructurings ("TDR") include nonperforming and performing loans. Nonperforming assets as a percent of total assets was 0.1% at December 31, 2018 , compared to 0.1% and 0.2% at December 31, 2017 and June 30, 2017 , respectively. At each of the dates indicated in the following table, there were no loans delinquent more than 90 days that were accruing interest.



	December 31,						June 30,
	2018			2017			2017			2016			2015			2014
	(Dollars in thousands)
Nonaccruing loans:
One- to four-family	$	759		$	681		$	1,042		$	2,413		$	4,232		$	3,543
Commercial real estate	133			378			426			474			147			1,913
Construction and land	44			52			28			91			159			127
Total real estate loans	936			1,111			1,496			2,978			4,538			5,583

Home equity	369			365			398			167			181			340
Other consumer	245			59			21			112			164			41
Commercial real estate	173			—			—			—			—			—
Total consumer loans	787			424			419			279			345			381
Total nonaccruing loans	1,723			1,535			1,915			3,257			4,883			5,964

Real estate owned:
One- to four-family	—			—			86			—			493			524
Commercial real estate	72			—			—			—			1,368			0
Construction and land	—			—			—			22			—			220
Total real estate owned	72			—			86			22			1,861			744

Repossessed automobiles and recreational vehicles	52			23			18			59			53			66

Total nonperforming assets	$	1,847		$	1,558		$	2,019		$	3,338		$	6,797		$	6,774

TDR loans:
One- to four-family	$	2,442		$	3,341		$	4,029		$	4,285		$	4,923		$	5,939
Multi-family	110			115			118			122			629			728
Commercial real estate	663			910			1,397			1,314			1,363			4,456
Total real estate loans	3,215			4,366			5,544			5,721			6,915			11,123

Home equity	258			270			312			464			428			615
Other consumer	—			—			—			—			—			—
Commercial business	272			283			289			360			403			426
Total restructured loans	$	3,745		$	4,919		$	6,145		$	6,545		$	7,746		$	12,164

Nonaccrual and 90 days or more past due loans as a percentage of total loans	0.2		%	0.2		%	0.3		%	0.5		%	1.0		%	1.2		%
Nonperforming TDR loans included in total nonaccruing loans and total restructured loans above	$	84		$	393		$	673		$	944		$	2,070		$	3,536

For the year ended December 31, 2018 , the six month period ended December 31, 2017 and the year ended June 30, 2017 , gross interest income which would have been recorded had the nonaccruing loans been current in accordance with their original terms amounted to $279,000 , $277,000 and $261,000 , respectively. The amount that was included in interest income on a cash basis on nonaccruing loans was $99,000 , $12,000 and $13,000 for the year ended December 31, 2018 , the six month period ended December 31, 2017 , and the fiscal year ended June 30, 2017 , respectively.

Other Loans of Concern. In addition to the nonperforming assets set forth in the table above, as of December 31, 2018 there were 41 loans totaling $4.1 million that continue to accrue interest but for which management has elevated concerns about the ability of these borrowers to comply with their loan repayment terms that may result in disclosure of such loans as nonperforming in the future. These loans have been considered in management's determination of our allowance for loan losses.

Real Estate Owned and Repossessed Property . Real estate we acquire as a result of collection efforts is classified as real estate owned. These properties are recorded at the lower of its cost, which is the unpaid principal

balance of the related loan, or the fair market value of the property less selling costs. Other repossessed property, including automobiles, are also recorded at the lower of cost or fair market value less selling costs. As of December 31, 2018 , First Federal had no properties in real estate owned and five autos in repossessed personal property owned with a book value of $52,000 . Real estate owned properties are listed with a real estate broker for sale, included in the multiple listing service, and actively marketed.

Restructured Loans. According to Generally Accepted Accounting Principles ("GAAP"), we are required to account for certain loan modifications or restructurings as a TDR. In general, the modification or restructuring of a debt is considered a TDR if we, for economic or legal reasons related to a borrower’s financial difficulties, grant a concession to the borrower under more favorable terms and conditions than we would grant to an ordinary bank customer under the normal course of business.

General loan restructures and modifications not considered as TDR loans may include lowering interest rates, extending the maturity date, deferring or re-amortizing monthly payments or other concessions. These general loan restructures and modifications are made on a case-by-case basis provided that such concessions are not below market rates nor considered material and outside of the terms and conditions granted to other borrowers under normal course of business standards.

Adversely classified loans which are subsequently modified and placed in nonaccrual status must remain in nonaccrual status for a period of not less than six months with consecutive satisfactory payment performance and be further supported by current financial information and analysis which demonstrates the borrowers have the financial capacity to meet future debt service before being returned to accrual status.

As of December 31, 2018 , we had 33 loans with an aggregate principal balance of $3.7 million that were identified as TDR loans, of which $3.7 million were performing in accordance with their revised payment terms and on accrual status. As of December 31, 2018 , there were $84,000 of TDR loans on nonaccrual and whose accrual status continues to be evaluated by management. Included in the allowance for loan losses at December 31, 2018 was a reserve of $43,000 related to TDR loans. Nonaccruing TDR loans are classified as substandard, and accruing TDR loans may be classified at any level in our loan grading system depending upon verified repayment sources, collateral values and repayment history.

Classified Assets. Federal regulations provide for the classification of lower quality loans and other assets as substandard, doubtful or loss. An asset is considered substandard when material conditions are identified which raise issues about the financial capacity, collateral or other conditions which may compromise the borrower’s ability to satisfactorily perform under the terms of the loan. Substandard assets include those characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses present make near term collection or liquidation highly questionable and improbable. Assets classified as loss are those considered uncollectible or of no material value. Assets that do not currently expose us to sufficient risk to warrant classification as substandard or doubtful but possess identified weaknesses are classified by us as either watch or special mention assets.

In accordance with Accounting Standards Codification ("ASC") 310 and ASC 450, when we classify problem assets as substandard, doubtful, and loss, we may review the borrower and collateral to establish a specific loan loss allowance in an amount we deem prudent. Our credit administration department, management, and the Board of Directors review the analysis and approve the specific loan loss allowance for these loans.

General reserve loan loss allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances on impaired loans, have not been specifically allocated to particular problem assets. When an institution identifies a problem asset as an unavoidable and imminent loss, it is required to partially or fully charge-off such assets in the period in which they are deemed uncollectible. Our determination as to the classification of our assets and the amount of our valuation allowances is subject to review by the DFI and the FDIC, who can order specific charge-offs or the establishment of additional loan loss allowances.

We review, at least quarterly, the problem assets in our portfolio to determine whether any assets require reclassification. On the basis of our review, as of December 31, 2018 , December 31, 2017 and June 30, 2017 , we had classified loans of $3.4 million , $6.7 million , and $3.3 million , respectively. We had no other classified assets at these dates. In addition, at December 31, 2018 we had $2.5 million of special mention loans. At December 31, 2018 , classified assets represented 2.0% of equity capital and 0.3% of total assets. The decrease in classified assets during

the year ended December 31, 2018 was mainly attributable to a commercial real estate and business loan relationship for $2.7 million that was upgraded from substandard.

Classified loans, consisting solely of substandard loans, were as follows at the dates indicated:



	December 31,				June 30,
	2018		2017		2017		2016
	(In thousands)
Real estate loans:
One-to-four family	$	978	$	1,404	$	1,814	$	3,163
Multi-family	—		—		—		—
Commercial real estate	1,372		3,848		607		558
Construction and land	44		83		97		162
Total real estate loans	2,394		5,335		2,518		3,883

Consumer loans:
Home equity	482		555		684		538
Other consumer	317		112		35		118
Total consumer loans	799		667		719		656

Commercial business loans	173		648		15		30

Total loans	$	3,366	$	6,650	$	3,252	$	4,569

The following table shows at December 31, 2018 , the geographic distribution of our classified loans in dollar amounts and percentages.



	North Olympic Peninsula (1)				Puget Sound Region (2)				Other Washington				Total
	Amount		% of Total in Category		Amount		% of Total in Category		Amount		% of Total in Category		Amount		% of Total in Category
	(Dollars in thousands)
Real estate loans:
One- to four-family	$	704	0.4	%	$	274	0.2	%	$	—	—	%	$	978	0.3	%
Commercial real estate	197		0.4		1,175		0.6		—		—		1,372		0.5
Construction and land	44		0.3		—		—		—		—		44		0.1
Total real estate loans	945		0.4		1,449		0.3		—		—		2,394		0.3

Consumer loans:
Home equity	216		0.6		266		7.2		—		—		482		1.3
Other consumer	99		0.5		171		0.7		47		5.1		317		0.4
Total consumer loans	315		0.6		437		1.5		47		5.0		799		0.6

Commercial business loans	—		—		173		1.7		—		—		173		0.9

Total loans	$	1,260	0.4	%	$	2,059	0.4	%	$	47	0.2	%	$	3,366	0.4	%

(1) Includes Clallam and Jefferson counties.

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

Allowance for Loan Losses . The allowance for loan losses was $9.5 million , or 1.1% of total loans, at December 31, 2018 , compared to $8.8 million , or 1.1% , at December 31, 2017 . Management recognizes that loan losses may occur over the life of a loan and the allowance for loan losses must be maintained at a level necessary to absorb specific losses on impaired loans and probable losses inherent in the total loan portfolio. Monthly, our chief credit officer prepares a report of the allowance for loan losses and establishes the provision for credit losses based on the risk composition of our loan portfolio, delinquency levels, loss experience, economic conditions, regulatory examination results, seasoning of the loan portfolios, and other factors related to the collectability of the loan portfolio. This allowance for loan losses report is reviewed monthly by management.

Quantitative analysis is necessary to calculate accounting estimates for loan loss reserves, and we also recognize that qualitative factors such as economic, market, industry and political changes can adversely affect loan quality. These qualitative factors are updated and approved by management on a quarterly basis. Each quarter, a report on the allowance for loan losses, including the application and discussion of quantitative and qualitative factors established during the quarter, is reviewed by the Board of Director's loan/asset quality committee and presented for approval to the full Board. The allowance is increased by the provision for loan losses, which is charged against current period operating results, and decreased by the amount of actual loan charge-offs, net of recoveries, and improvements in asset quality.

Our methodology for analyzing the allowance for loan losses consists of two components: general and specific allowances. The formula for the general loan loss reserve allowance is determined by applying an estimated quantified loss percentage, as well as qualitative factors, to various groups of loans. First Federal uses a three year loss history including loss percentages based on various historical measures such as the amount and type of classified loans, past due ratios, loss experience, and economic conditions, which could affect the collectability of the respective loan types. Qualitative factors and adjustments to the loan loss reserve calculations are largely subjective but also include objective variables such as unemployment rates, falling or rising real estate values, real estate and retail sales, demographics and other known material economic indicators. A general allowance is then established, based upon the analysis of the above conditions, to recognize the inherent risk associated with the entire loan portfolio. A specific allowance is established when management believes the borrower’s financial and/or collateral condition has materially deteriorated to a point of impairment and loss is highly probable for that specific loan.

We define a loan as being impaired when, based on current information and events, it is probable we will be unable to collect amounts due under the contractual terms of the loan agreement. Large groups of smaller balance homogeneous loans, such as residential mortgage loans and consumer loans, are grouped together for impairment analysis and reserve calculation. All other loans are evaluated for impairment on an individual basis. In the process of identifying loans as impaired, management takes into consideration factors which include payment history, 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 borrowers, including payment history and amounts of any payment shortfall, length and reason for delay, and likelihood of return to stable performance. As of December 31, 2018 , we had impaired loans of $6.6 million , compared to $6.1 million at December 31, 2017 .

In determining specific reserves for those loans evaluated for impairment on an individual basis, management utilizes the valuation shown in the most recent appraisal of the collateral and may make adjustments to that valuation as additional information becomes available. Generally, appraisals or evaluations are updated subsequent to the time of origination, whenever management identifies a loan as impaired or potentially being impaired. Events which may trigger an updated appraisal or evaluation include, but are not limited to, borrower delinquency, material technical defaults, annual review of borrower’s financial condition, property tax and/or assessment delinquency, deferred maintenance or other information known or discovered by us.

Impaired collateral dependent loans require a current appraisal and analysis to determine the net value of the collateral for loan loss reserve purposes. Our policy is to update these appraisals every 12 months as long as the loan and collateral remains impaired, except for smaller balance, homogeneous loans, which are applied a reserve according to their risk weighting and loan class. Certain types of collateral, depending on market conditions, may require more frequent appraisals, updates or evaluations. When the results of the impairment analysis indicate a potential loss, the loan is classified as substandard and is analyzed to determine if a specific reserve amount is to be established or adjusted to reflect any further deterioration in the value of the collateral that may occur prior to

liquidation or reinstatement. The impairment analysis takes into consideration the primary, secondary, and tertiary sources of repayment, whether impairment is likely to be temporary in nature or liquidation is anticipated.

Management believes that our allowance for loan losses as of December 31, 2018 was adequate to absorb the known and inherent risks of loss in the loan portfolio at that date. 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 provision 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 of information available to them at the time of their examination.

The following table summarizes the distribution of our allowance for loan losses at the dates indicated.



	December 31,								June 30,
	2018				2017				2017				2016				2015				2014
	Amount		Percent of loans in each category to total		Amount		Percent of loans in each category to total		Amount		Percent of loans in each category to total		Amount		Percent of loans in each category to total		Amount		Percent of loans in each category to total		Amount		Percent of loans in each category to total
	(Dollars in thousands)
Allocated at end of period to:
One- to four-family	$	3,297	38.7	%	$	3,061	45.2	%	$	3,071	44.7	%	$	2,992	49.3	%	$	3,143	52.0	%	$	3,408	48.1	%
Multi-family	762		9.5		648		9.4		511		7.9		341		7.4		251		6.7		475		8.9
Commercial real estate	2,289		29.1		1,847		25.8		1,735		27.5		1,268		25.7		998		25.4		1,491		25.4
Construction and land	585		6.2		648		9.0		683		9.8		599		8.0		336		3.8		397		4.1
Home equity	480		4.3		787		4.9		818		4.9		833		5.4		1,052		7.4		1,289		7.9
Other consumer	1,611		10.0		712		3.6		523		2.9		310		1.5		321		1.7		389		2.1
Commercial business	334		2.2		265		2.1		1,168		2.3		335		2.7		251		3.0		388		3.5
Unallocated	175		—		792		—		14		—		561		—		759		—		235		—
Total	$	9,533	100.0	%	$	8,760	100.0	%	$	8,523	100.0	%	$	7,239	100.0	%	$	7,111	100.0	%	$	8,072	100.0	%

The following table sets forth an analysis of our allowance for loan losses:



	Year Ended December 31,			Six Months Ended December 31,			Years Ended June 30,
	2018			2017			2017			2016			2015			2014
	(Dollars in thousands)
Allowance at beginning of period	$	8,760		$	8,523		$	7,239		$	7,111		$	8,072		$	7,974
Charge-offs:
One- to four-family	(18		)	—			—			(75		)	(430		)	(662		)
Commercial real estate	—			—			—			(18		)	—			(125		)
Construction and land	—			—			—			(17		)	(49		)	(35		)
Home equity	—			(47		)	(81		)	(77		)	(325		)	(434		)
Other consumer	(638		)	(159		)	(252		)	(172		)	(178		)	(181		)
Commercial business	—			—			(5		)	(7		)	(177		)	(10		)
Total charge-offs	(656		)	(206		)	(338		)	(366		)	(1,159		)	(1,447		)

Recoveries:
One- to four-family	5			102			113			64			84			92
Commercial real estate	—			—			—			—			—			—
Construction and land	2			1			2			33			17			2
Home equity	25			22			156			63			48			86
Other consumer	222			117			89			59			46			42
Commercial business	1			1			2			42			3			16
Total recoveries	255			243			362			261			198			238

Net (charge-offs) recoveries	(401		)	37			24			(105		)	(961		)	(1,209		)
Provision for loan losses	1,174			200			1,260			233			0			1,307
Balance at end of period	$	9,533		$	8,760		$	8,523		$	7,239		$	7,111		$	8,072

Net recoveries as a percentage of average loans outstanding	—		%	—		%	—		%	—		%	0.2		%	0.3		%

Net recoveries (charge-offs) as a percentage of average nonperforming assets	(23.91		)%	4.4		%	0.9		%	(2.3		)%	(14.0		)%	(13.0		)%

Allowance as a percentage of nonperforming loans	553.3		%	570.7		%	445.1		%	222.3		%	145.6		%	135.3		%

Allowance as a percentage of total loans	1.1		%	1.1		%	1.2		%	1.2		%	1.4		%	1.6		%

Average loans receivable, net	$	819,372		$	731,949		$	682,957		$	536,706		$	491,497		$	474,222

Average total loans	826,055			$	739,263		$	689,704		$	542,855		$	498,227		$	482,276

Investment Activities

General . Under Washington law, savings banks are permitted to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various federal agencies, certain certificates of deposit of insured banks and savings institutions, banker’s acceptances, repurchase agreements, federal funds, commercial paper, investment grade corporate debt, and obligations of states and their political subdivisions.

Our chief financial officer has the responsibility for the management of our investment portfolio. Various factors are considered when making investment decisions, including the marketability, maturity and tax consequences of the proposed investment. The maturity structure of investments will be affected by various market conditions, including the current and anticipated slope of the yield curve, the level of interest rates, the trend of deposit inflows, and the anticipated demand for funds from deposit withdrawals and loan originations and purchases.

The general objective of our investment portfolio is to provide liquidity, maintain earnings, and manage risk, including credit, reinvestment, liquidity and interest rate risk.

Securities. Total investment securities decreased $33.9 million , or 10.0% , to $306.5 million at December 31, 2018 , from $340.4 million at December 31, 2017 , mainly a result of sales and principal payments partially offset by purchases. At December 31, 2018 , U.S. government agency issued mortgage-backed securities ("MBS agency") still comprised the largest portion of our investment portfolio at 57.0% , followed by corporate issued asset-backed securities ("ABS corporate") at 12.0% , U.S. Small Business Administration securities ("SBA") at 11.7% , U.S. government agency issued asset-backed securities ("ABS agency") at 8.4% , municipal bonds at 4.2% , corporate issued mortgage-backed securities ("MBS corporate") at 3.5% , and corporate issued debt securities ("Corporate Debt") at 3.2% . The decrease in investment securities was the result of decreases in municipal bonds of $14.6 million , SBA securities of $11.7 million , corporate debt of $10.0 million , MBS Corporate of $9.9 million , and MBS Agency of $5.6 million , partially offset by increases in ABS Corporate of $14.0 million and ABS Agency of $4.0 million . The estimated average time for rates to reset on our investment portfolio was 3.7 years at December 31, 2018 as compared to 3.5 years at December 31, 2017 . The estimated average life of the total investment securities portfolio was 5.0 years at December 31, 2018 and 5.3 years at December 31, 2017 .

The issuers of MBS agency securities held in our portfolio, which include Fannie Mae, Freddie Mac, and Government National Mortgage Association ("Ginnie Mae"), and certain issuers of agency bonds held in our portfolio, which include FHLB, Fannie Mae, and the U.S. Small Business Administration, guarantee the timely principal and interest payments in the event of default. ABS agency bonds held in our portfolio include securities issued by CIT Education Loan Trust, which are backed by student loans in a subordinate tranche, and Sallie Mae Student Loan Trust and ATCLO Loan Trust in a non-subordinated tranche, where payment is not guaranteed by the issuer. The underlying student loans are reinsured by the U.S. Department of Education, which mitigates a significant portion of their risk of loss. Municipal bonds consist of a mix of non-taxable, revenue and general obligation bonds issued by various local and state government entities that use their revenue-generating and taxing authority as a source of repayment of their debt. Our municipal bonds are considered investment grade, and we monitor their credit quality on an ongoing basis.

ABS and MBS corporate securities have no guarantees in the event of default and therefore warrant continued monitoring for credit quality. Our MBS corporate securities consist of fixed and variable rate mortgages issued by various corporations, and our ABS corporate securities consist of a mix of variable rate collateralized loan obligations in managed funds, which we believe have sufficient subordination to mitigate the risk of loss on these investments, and certain debt securities issued by Citigroup. Monitoring of these securities may include, but is not limited to, reviewing credit quality standards such as delinquency, subordination, and credit ratings. Our corporate securities are considered investment grade.

As a member of the FHLB, we had an average balance of $6.8 million in stock of the FHLB for the twelve months ended December 31, 2018 . We received $311,000 , $81,000 , and $126,000 in dividends from the FHLB during the year ended December 31, 2018 , the six month transition period ended December 31, 2017 , and the fiscal year ended June 30, 2017 , respectively.

The table below sets forth information regarding the composition of our securities portfolio and other investments at the dates indicated. At December 31, 2018 , our securities portfolio did not contain securities of any issuer with an aggregate book value in excess of 10% of our equity capital, excluding those issued by the United States Government or its agencies.



	December 31,								June 30,
	2018				2017				2017				2016
	Book Value		Fair Value		Book Value		Fair Value		Book Value		Fair Value		Book Value		Fair Value
	(In thousands)
Securities available for sale:
Municipal bonds	$	882	$	869	$	13,058	$	13,434	$	21,540	$	22,223	$	21,609	$	23,179
U.S. Treasury and government agency issued bonds (Agency bonds)	—		—		—		—		5,050		4,926		15,036		15,048
U.S. government agency issued asset-backed securities (ABS agency)	26,125		25,752		21,972		21,770		7,883		7,648		8,751		7,935
Corporate issued asset-backed securities (ABS corporate)	37,897		36,723		22,823		22,768		9,921		9,813		29,690		29,381
Corporate issued debt securities (Corporate debt)	9,986		9,888		19,835		19,908		—		—		—		—
U.S. Small Business Administration securities (SBA)	35,936		35,670		47,325		47,274		14,195		14,178		9,335		9,501
Mortgage-backed:
U.S. government agency issued mortgage-backed securities (MBS agency)	147,205		143,455		146,532		144,542		144,380		143,436		139,449		141,649
Corporate issued mortgage-backed securities (MBS corporate)	10,953		10,610		20,721		20,546		26,324		26,369		41,164		41,164
Total available for sale	268,984		262,967		292,266		290,242		229,293		228,593		265,034		267,857

Securities held to maturity:
Municipal bonds	11,919		11,962		13,963		14,119		14,120		14,426		14,425		15,058
SBA	302		301		399		395		443		442		497		498
Mortgage-backed:
MBS agency	31,282		30,727		35,764		35,752		37,309		37,753		41,116		43,372
Total held to maturity	43,503		42,990		50,126		50,266		51,872		52,621		56,038		58,928

FHLB stock	6,927		6,927		7,023		7,023		4,368		4,368		4,403		4,403

Total securities	$	319,414	$	312,884	$	349,415	$	347,531	$	285,533	$	285,582	$	325,475	$	331,188

Maturity of Securities. The composition and contractual maturities of our investment portfolio at December 31, 2018 and December 31, 2017 , excluding FHLB stock, are indicated in the following table. The yields on municipal bonds have not been computed on a tax equivalent basis.



	December 31, 2018
	1 year or less				Over 1 year to 5 years				Over 5 to 10 years				Over 10 years				Total Securities
	Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Fair Value
	(Dollars in thousands)
Securities available for sale:
Municipal bonds	$	—	—	%	$	—	—	%	$	115	1.80	%	$	767	3.31	%	$	882	3.11	%	$	869
Agency bonds	—		—		—		—		—		—		—		—		—		—		—
ABS agency	—		—		—		—		—		—		26,125		5.81		26,125		5.81		25,752
ABS corporate	—		—		—		—		—		—		37,897		4.98		37,897		4.98		36,723
Corporate debt	—		—		—		—		9,986		3.78		—		—		9,986		3.78		9,888
SBA	—		—		—		—		9,463		2.88		26,473		3.44		35,936		3.30		35,670
Mortgage-backed:
MBS agency	—		—		7,204		2.28		11,862		2.16		128,139		2.65		147,205		2.59		143,455
MBS corporate	—		—		—		—		—		—		10,953		3.29		10,953		3.29		10,610
Total available for sale	—		—		7,204		2.28		31,426		2.89		230,354		3.51		268,984		3.41		262,967

Securities held to maturity:
Municipal bonds	—		—		734		2.35		6,426		2.21		4,759		2.75		11,919		2.43		11,962
SBA	—		—		—		—		302		2.49		—		—		302		2.49		301
Mortgage-backed:
MBS agency	—		—		578		1.60		2,035		1.66		28,669		3.32		31,282		3.18		30,727
Total held to maturity	—		—		1,312		2.02		8,763		2.09		33,428		3.24		43,503		2.97		42,990

Total securities	$	—	—		$	8,516	2.24	%	$	40,189	2.72	%	$	263,782	3.48	%	$	312,487	3.35	%	$	305,957



	December 31, 2017
	1 year or less				Over 1 year to 5 years				Over 5 to 10 years				Over 10 years				Total Securities
	Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Fair Value
	(Dollars in thousands)
Securities available for sale:
Municipal bonds	$	—	—	%	$	4,388	2.28	%	$	3,011	4.25	%	$	5,659	2.91	%	$	13,058	3.01	%	$	13,434
ABS agency	—		—		—		—		—		—		21,972		2.36		21,972		2.36		21,770
ABS corporate	—		—		—		—		—		—		22,823		3.91		22,823		3.91		22,768
Corporate debt	—		—		—		—		19,835		3.56		—		—		19,835		3.56		19,908
SBA	—		—		—		—		6,636		2.30		40,689		2.28		47,325		2.28		47,274
Mortgage-backed:
MBS agency	—		—		7,363		2.27		13,337		2.11		125,832		2.42		146,532		2.38		144,542
MBS corporate	—		—		—		—		—		—		20,721		3.90		20,721		3.90		20,546
Total available for sale	—		—		11,751		—		42,819		—		237,696		3.90		292,266		2.70		290,242

Securities held to maturity:
Municipal bonds	—		—		—		—		9,092		2.24		4,871		2.75		13,963		2.42		14,119
SBA	—		—		—		—		399		1.75		—		—		399		1.75		395
Mortgage-backed:																	—
MBS agency	—		—		1,957		2.01		2,835		1.70		30,972		3.30		35,764		3.11		35,752
Total held to maturity	—		—		1,957		2.01		12,326		2.10		35,843		3.23		50,126		2.90		50,266

Total securities	$	—	—	%	$	13,708	2.24	%	$	55,145	2.77	%	$	273,539	2.75	%	$	342,392	2.73	%	$	340,508

The Company may hold certain investment securities in an unrealized loss position that are not considered other than temporarily impaired ("OTTI"). At December 31, 2018 , there were 69 investment securities with $6.7 million of unrealized losses and a fair value of approximately $268.5 million . At December 31, 2017 , there were 63 investment securities with $3.2 million of unrealized losses and a fair value of approximately $233.2 million . We had no OTTI on investment securities at either December 31, 2018 or December 31, 2017 .

Deposit Activities and Other Sources of Funds

General . Deposits, borrowings and loan repayments are the major sources of our funds for lending and other investment purposes. Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are influenced significantly by general interest rates and market conditions. Borrowings from the FHLB are used to supplement the availability of funds from other sources and also as a source of term funds to assist in the management of interest rate risk.

Our deposit composition consists of certificates of deposit accounting for 27.8% of the total deposits at December 31, 2018 , and interest and noninterest-bearing checking, savings and money market accounts comprising the remaining balance of total deposits. We rely on marketing activities, convenience, customer service and the availability of a broad range of deposit products and services to attract and retain customer deposits. We did not have any brokered deposits at December 31, 2018 .

Deposits . Deposits are attracted from within our market area through the offering of a broad selection of deposit instruments, including checking accounts, money market deposit accounts, savings accounts and certificates of deposit with a variety of rates. Deposit account terms vary according to the minimum balance required, the time periods the funds must remain on deposit, and the interest rate, among other factors. In determining the terms of our deposit accounts, we consider the development of long-term profitable customer relationships, current market interest rates, current maturity structure and deposit mix, our customer preferences, and the profitability of acquiring customer deposits compared to alternative sources.

Deposit Activity. The following table sets forth our total deposit activities for the periods indicated.



	Year Ended December 31,			Six Months Ended December 31,			Year Ended June 30,
	2018			2017			2017			2016
	(Dollars in thousands)
Beginning balance	$	885,032		$	823,760		$	723,287		$	647,164
Net deposits	49,878			59,391			97,614			73,954
Interest credited	5,350			1,881			2,859			2,169
Ending balance	$	940,260		$	885,032		$	823,760		$	723,287

Net increase	$	55,228		$	61,272		$	100,473		$	76,123

Percent increase	6.2		%	7.4		%	13.9		%	11.8		%

Types of Deposits. The following table sets forth the dollar amount of deposits in the various types of deposits programs we offered at the dates indicated.



	December 31,								June 30,
	2018				2017				2017				2016
			Percent				Percent				Percent				Percent
	Amount		of Total		Amount		of Total		Amount		of Total		Amount		of Total
	(Dollars in thousands)
Transactions and Savings Deposits:
Interest-bearing transaction	$	114,737	12.2	%	$	118,193	13.4	%	$	112,177	13.6	%	$	103,456	14.3	%
Noninterest-bearing transaction	147,415		15.6		154,291		17.4		133,712		16.2		109,986		15.2
Savings accounts	143,412		15.3		103,243		11.7		98,894		12.0		91,656		12.7
Money market accounts	273,344		29.1		270,052		30.5		267,503		32.5		259,076		35.8

Total transaction and savings deposits	678,908		72.2		645,779		73.0		612,286		74.3		564,174		78.0

Certificates:
0.00 – 0.99%	18,378		2.0		37,147		4.2		53,304		6.5		60,778		8.4
1.00 – 1.99%	113,093		12.0		198,506		22.4		158,170		19.2		97,700		13.5
2.00 – 2.99%	129,881		13.8		3,600		0.4		—		—		635		0.1
3.00 – 3.99%	—		—		—		—		—		—		—		—
4.00 – 4.99%	—		—		—		—		—		—		—		—
5.00 and over	—		—		—		—		—		—		—		—

Total certificates	261,352		27.8		239,253		27.0		211,474		25.7		159,113		22.0

Total deposits	$	940,260	100.0	%	$	885,032	100.0	%	$	823,760	100.0	%	$	723,287	100.0	%

Deposit Flow . The following table sets forth the balances of deposits in the various types of deposit programs offered by First Federal at the dates indicated.



	December 31,														June 30,
	2018							2017							2017							2016
	Amount		Percent of Total		Increase/ (Decrease)			Amount		Percent of Total		Increase/ (Decrease)			Amount		Percent of Total		Increase/ (Decrease)			Amount		Percent of Total		Increase/ (Decrease)
	(Dollars in thousands)
Savings accounts	$	143,412	15.3	%	$	40,169		$	103,243	11.7	%	$	4,349		$	98,894	12.0	%	$	7,238		$	91,656	12.7	%	$	3,527
Transaction accounts	262,152		27.8		(10,332		)	272,484		30.7		26,595			245,889		29.8		32,447			213,442		29.5		29,552
Money-market accounts	273,344		29.1		3,292			270,052		30.5		2,549			267,503		32.5		8,427			259,076		35.8		31,859
Fixed-rate certificates which mature in the year ending:
Within 1 year	148,119		15.8		8,506			139,613		15.8		33,165			106,448		12.9		44,545			61,903		8.5		(9,571		)
After 1 year but within 2 years	78,966		8.4		17,060			61,906		7.0		2,769			59,137		7.2		13,769			45,368		6.3		12,032
After 2 years but within 5 years	34,267		3.6		(3,440		)	37,707		4.3		(8,127		)	45,834		5.6		(5,919		)	51,753		7.2		8,841
Certificates maturing thereafter	—		—		(27		)	27		—		(28		)	55		—		(34		)	89		—		(117		)
Total	$	940,260	100.0	%	$	55,228		$	885,032	100.0	%	$	61,272		$	823,760	100.0	%	$	100,473		$	723,287	100.0	%	$	76,123

Deposit Maturities. The following table sets forth the rate and maturity information of our time deposit certificates at December 31, 2018 .



	0.00- 0.99%			1.00- 1.99%			2.00- 2.99%			Total			Percent of Total
Certificate accounts maturing in quarter ending:	(Dollars in thousands)

March 31, 2019	$	7,463		$	32,888		$	15,868		$	56,219		21.5	%
June 30, 2019	3,478			20,927			29,129			53,534			20.5
September 30, 2019	1,825			10,190			11,181			23,196			8.9
December 31, 2019	890			6,426			7,854			15,170			5.8
March 31, 2020	2,640			13,367			8,367			24,374			9.3
June 30, 2020	655			2,907			27,504			31,066			11.9
September 30, 2020	120			3,820			14,227			18,167			7.0
December 31, 2020	169			4,497			693			5,359			2.0
March 31, 2021	1,020			2,892			5,061			8,973			3.4
June 30, 2021	118			1,859			2,187			4,164			1.6
September 30, 2021	—			3,592			2,606			6,198			2.4
December 31, 2021	—			1,237			362			1,599			0.6
Thereafter	—			8,491			4,842			13,333			5.1

Total	$	18,378		$	113,093		$	129,881		$	261,352		100.0	%

Percent of total	7.0		%	43.3		%	49.7		%	100.0		%

Jumbo Certificates. The following table indicates the amount of our jumbo certificates of deposit by time remaining until maturity as of December 31, 2018 . Jumbo certificates of deposit are certificates in amounts of $100,000 or more.



	Maturity
	3 Months or Less		Over 3 to 6 Months		Over 6 to 12 Months		Over 12 Months		Total
	(In thousands)
Certificates of deposit less than $100,000	$	15,328	$	9,914	$	14,372	$	37,723	$	77,337
Certificates of deposit of $100,000 or more	40,891		43,620		23,994		75,510		184,015

Total certificates	$	56,219	$	53,534	$	38,366	$	113,233	$	261,352

The Federal Reserve requires First Federal to maintain reserves on transaction accounts or non-personal time deposits. These reserves may be in the form of cash or noninterest-bearing deposits with the Federal Reserve Bank of San Francisco. Negotiable order of withdrawal (NOW) accounts and other types of accounts that permit payments or transfers to third parties fall within the definition of transaction accounts and are subject to the reserve requirements, as are any non-personal time deposits at a savings bank. As of December 31, 2018 , our deposit with the Federal Reserve Bank of San Francisco and vault cash exceeded our reserve requirements.

Borrowings. We use advances from the FHLB, including short-term overnight to less than one year advances and longer term advances maturing in one year or more, to supplement our supply of lendable funds, to meet short-term liquidity needs, and to mitigate interest rate risk.

As a member of the FHLB, we are required to own capital stock in the FHLB and are authorized to apply for advances on the security of that stock and certain pledged assets including mortgage loans and investment securities. Advances are made under various terms pursuant to several different credit programs, each with its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based on the financial condition of the member institution and the adequacy of collateral pledged to secure the credit. We maintain a committed credit facility with the FHLB and at December 31, 2018 had pledged loan and security collateral to support a borrowing capacity of $236.1 million . At that date outstanding advances from the FHLB totaled $136.6 million leaving a remaining borrowing capacity of $99.5 million .

The following tables set forth information regarding our borrowings at the end of and during the periods indicated. The tables include both long- and short-term borrowings.



	December 31,						June 30,
	2018			2017			2017			2016
	(Dollars in thousands)
Maximum balance:
FHLB long-term advances	$	60,000		$	60,000		$	60,000		$	89,924
FHLB short-term advances	72,600			84,100			—			—
FHLB overnight borrowings	110,723			62,960			47,338			50,233

Average balances:
FHLB long-term advances	$	60,000		$	60,000		$	60,000		$	75,808
FHLB short-term advances	27,658			14,017			—			—
FHLB overnight borrowings	47,049			42,329			24,208			11,200

Weighted average interest rate:
FHLB long-term advances	3.52		%	3.52		%	3.52		%	3.35		%
FHLB short-term advances	1.76			0.26			—			—
FHLB overnight borrowings	2.10			1.38			0.79			0.35

Balance outstanding at end of period:
FHLB long-term advances	$	60,000		$	60,000		$	60,000		$	60,000
FHLB short-term advances	25,000			84,100			—			—
FHLB overnight borrowings	51,552			—			17,427			20,672
Total borrowings	$	136,552		$	144,100		$	77,427		$	80,672

Weighted average interest rate at end of period:
FHLB long-term advances	3.52		%	3.52		%	3.52		%	3.52		%
FHLB short-term advances	2.48			1.54			—			—
FHLB overnight borrowings	2.58			1.54			1.28			0.42

Subsidiary and Other Activities

First Federal has one active subsidiary, 202 Master Tenant, LLC, which was formed in August 2016 in partnership with the Peninsula College Foundation in order to receive a historic tax credit. This entity meets the criteria for reporting under the equity method of accounting.

Competition

We face competition in originating loans from other savings institutions, commercial banks, credit unions, life insurance companies, and mortgage bankers. We offer competitive terms and conditions and also compete by delivering high-quality, personal service to our customers.

Competition for deposits is primarily from other savings institutions, commercial banks, credit unions, mutual funds, and other alternative investments, which may be offered locally or via the Internet. We compete for these deposits by offering excellent service and a variety of deposit accounts at competitive rates. Based on the most recent branch data provided by the FDIC, as of June 30, 2018 , First Federal’s share of bank, savings bank and savings and loan association deposits in Clallam and Jefferson counties was 36.2% and 22.2% , respectively, and was less than 2% in Whatcom and Kitsap counties.

Employees

At December 31, 2018 , we had 201 full-time equivalent employees. Our employees are not represented by any collective bargaining group. We consider our employee relations to be good.

Executive Officers of the Registrant

The following is a description of the principal occupation and employment of the executive officers of the Company and the Bank as of December 31, 2018 :

Laurence J. Hueth , age 56, was elected President and Chief Executive Officer of the Company and First Federal on March 26, 2013, and has been a director since 2010. Mr. Hueth joined First Federal in 2008 and was promoted to Senior Vice President, Chief Financial Officer in March 2009. He assumed responsibility for operational and risk areas, serving as Chief Operating Officer from 2011 to 2012. Mr. Hueth has over 32 years of progressive responsibility in finance and risk management areas within the banking industry. Prior to joining First Federal, Mr. Hueth was employed for 15 years at PFF Bank & Trust located in Pomona, California where he held positions in finance, treasury and risk management, including serving as Vice President, Operational Risk Manager and Bank Treasurer from 2005 until November 2008. Mr. Hueth is active with numerous charitable and civic organizations in Clallam and Jefferson counties.

Regina M. Wood , age 48, is Executive Vice President and Chief Financial Officer of the Company and First Federal, positions she has held since March 2013. Prior to that, she served as interim Chief Financial Officer and Vice President of First Federal from December 2012 through March 2013 and Vice President, Controller of First Federal from August 2006 to December 2012. Ms. Wood was the Controller of the Central Washington Grain Growers, Inc. from 2002 to 2006 and Assistant Controller from 1999 to 2002. Ms. Wood is a certified public accountant licensed in the state of Washington.

Christopher J. Riffle , age 43, is Executive Vice President and Chief Operating Officer (COO), General Counsel and Corporate Secretary of the Company and First Federal. Mr. Riffle has held the COO position since October 2018, and has served as General Counsel and Corporate Secretary since September 2017. Prior to joining First Federal, Mr. Riffle was a partner at the Platt Irwin Law Firm in Port Angeles, Washington, where he managed a civil legal practice representing clients in a variety of contexts. Mr. Riffle was at Platt Irwin Law Firm from 2008 to 2017, and served as outside general counsel for First Federal starting in 2009.

Terry Anderson , age 50, is Executive Vice President and Chief Credit Officer of First Federal, a position he has held since 2018. Mr. Anderson has more than two decades of management experience in credit administration, sales, commercial banking and strategic planning. He most recently served as Executive Vice President and Chief Credit Officer for South Sound Bank for more than six years and has previously worked in a variety of positions with West Coast Bank, US Bank and Bank of America.

Kelly A. Liske , age 42, is Executive Vice President and Chief Banking Officer of First Federal, a position she has held since July 2013. Ms. Liske served as a Commercial Relationship Manager and Vice President for First Federal from July 2011 to July 2013. Prior to that she served as the Branch Manager, Assistant Vice President for First Federal’s Port Townsend Branch from 2006 until 2011. Prior to joining First Federal, Ms. Liske was employed for 11 years at Washington Mutual where she held various positions in the Retail Banking Division.

How We Are Regulated

First Northwest Bancorp and First Federal are subject to federal, state, and local laws which may change from time to time. This section provides a general overview of the federal and state regulatory framework applicable to First Northwest Bancorp and First Federal. The descriptions of laws and regulations included herein do not purport to be complete and are qualified in their entirety by reference to the actual laws and regulations.

These statutes and regulations, as well as related policies, continue to be subject to change by Congress, state legislatures, and federal and state regulators. Changes in statutes, regulations, or regulatory policies applicable to First Northwest Bancorp and First Federal (including their interpretation or implementation) cannot be predicted and could have a material effect on First Northwest Bancorp’s and First Federal’s business and operations. Numerous changes to the statutes, regulations, and regulatory policies applicable to First Northwest Bancorp and First Federal have been made or proposed in recent years. Any such legislation or regulatory changes in the future by the FDIC, DFI, Federal Reserve and the CFPB could adversely affect our operations and financial condition.

Regulation of First Federal

General . First Federal, as a state-chartered savings bank, is subject to applicable provisions of Washington law and to regulations and examinations of the DFI. It also is subject to examination and regulation by the FDIC, which insures the deposits of First Federal to the maximum permitted by law. During these state or federal regulatory examinations, the examiners may, among other things, require First Federal to provide for higher general or specific loan loss reserves, which can impact our capital and earnings. This regulation of First Federal is intended for the protection of depositors and the deposit insurance fund ("DIF") of the FDIC and not for the purpose of protecting shareholders of First Federal or First Northwest Bancorp. First Federal is required to maintain minimum levels of regulatory capital and is subject to some limitations on the payment of dividends to First Northwest Bancorp. See "– Capital Requirements" and "– Dividends."

Federal and State Enforcement Authority and Actions . As part of its supervisory authority over Washington-chartered savings banks, the DFI may initiate enforcement proceedings to obtain a cease-and-desist order against an institution believed to have engaged in unsafe and unsound practices or to have violated a law, regulation, or other regulatory limit, including a written agreement. The FDIC also has the authority to initiate enforcement actions against insured institutions for similar reasons and may terminate the deposit insurance if it determines that an institution has engaged in unsafe or unsound practices or is in an unsafe or unsound condition. Both these agencies may utilize less formal supervisory tools to address their concerns about the condition, operations or compliance status of a savings bank.

Regulation by the Washington Department of Financial Institutions . State law and regulations govern First Federal's ability to take deposits and pay interest, to make loans on or invest in residential and other real estate, to make consumer loans, to invest in securities, to offer various banking services to its customers, and to establish branch offices. As a state savings bank, First Federal must pay semi-annual assessments, examination costs and certain other charges to the DFI.

Washington law generally provides the same powers for Washington savings banks as federally and other-state chartered savings institutions and banks with branches in Washington, subject to the approval of the DFI. Washington savings banks are permitted to charge the maximum interest rates on loans and other extensions of credit to Washington residents which are allowable for a national bank in another state if higher than Washington limits. In addition, the DFI may approve applications by Washington savings banks to engage in an otherwise unauthorized activity if the DFI determines that the activity is closely related to banking and First Federal is otherwise qualified under the statute. This additional authority, however, is subject to review and approval by the FDIC if the activity is not permissible for national banks.

Regulation of Management. Federal law (1) sets forth circumstances under which officers or directors of a bank may be removed by the bank's federal supervisory agency; (2) as discussed below, places restraints on lending by a bank to its executive officers, directors, principal shareholders, and their related interests; and (3) generally prohibits management personnel of a bank from serving as directors or in other management positions of another financial institution whose assets exceed a specified amount or which has an office within a specified geographic area.

Insider Credit Transactions. Banks are subject to certain restrictions on extensions of credit to executive officers, directors, principal shareholders, and their related interests. Extensions of credit (1) must be made on substantially the same terms (including interest rates and collateral) and follow credit underwriting procedures that are at least as stringent as those prevailing at the time for comparable transactions with persons not related to the lending bank; and (2) must not involve more than the normal risk of repayment or present other unfavorable features. Banks are also subject to certain lending limits and restrictions on overdrafts to insiders. A violation of these restrictions may result in the assessment of substantial civil monetary penalties, regulatory enforcement actions, and other regulatory sanctions. The Dodd-Frank Act and federal regulations place additional restrictions on loans to insiders and generally prohibit loans to senior officers other than for certain specified purposes.

Insurance of Accounts and Regulation by the FDIC . The DIF of the FDIC insures deposit accounts in First Federal up to $250,000 per separately insured depositor. As insurer, the FDIC imposes deposit insurance premiums and is authorized to conduct examinations of, and to require reporting by, FDIC-insured institutions. Our deposit insurance premiums for the year ended December 31, 2018 , were $307,000 . No institution may pay a dividend if it is in default on its federal deposit insurance assessment.

The FDIC calculates assessments for small institutions (those with less than $10 billion in assets) based on an institution’s weighted average CAMELS component ratings and certain financial ratios. Currently, assessment rates range from 3 to 16 basis points for institutions with CAMELS composite ratings of 1 or 2, 6 to 30 basis points for those with a CAMELS composite score of 3, and 16 to 30 basis points for those with CAMELS Composite scores of 4 or 5, subject to certain adjustments. Assessment rates are scheduled to decrease in the future as the reserve ratio increases. The reserve ratio is the ratio of the net worth of the deposit insurance fund to aggregate insured deposits.

As required by the Dodd Frank Act, the FDIC has adopted a rule to offset the effect of the increase in the minimum reserve ratio of the DIF on small institutions by imposing a surcharge on institutions with assets of $10 billion or more commencing on July 1, 2016 and ending when the reserve ratio reaches 1.35%. On September 30, 2018, the DIF reached 1.36%, ahead of Dodd-Frank's 2020 deadline to meet the 1.35% reserve ratio. As a result, small institutions will receive credits for the portions of their regular assessments that contributed to growth in the reserve ratio between 1.15% and 1.35%, to be applied when the reserve ratio is at or above 1.38%.

FDIC-insured institutions are required to pay an additional quarterly assessment called the FICO assessment in order to fund the interest on bonds issued to resolve thrift failures in the 1980s. This assessment rate is adjusted quarterly to reflect changes in the assessment base, which is average assets less tangible equity, and is the same base as used for the deposit insurance assessment. These assessments are expected to continue until the bonds mature in the years 2017 through 2019.

The FDIC has authority to increase insurance assessments, and any significant increases would have an adverse effect on the operating expenses and results of operations of First Federal. Management cannot predict what assessment rates will be in the future.

Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. The FDIC may also prohibit any insured institution from engaging in any activity determined by regulation or order to pose a serious risk to the DIF. We do not currently know of any practice, condition, or violation that may lead to termination of our deposit insurance.

Prompt Corrective Action . Federal statutes establish a supervisory framework, designed to place restrictions on an insured depository institution if its capital levels begin to show signs of weakness, based on five capital categories: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." An institution’s category depends upon where its capital levels are in relation to relevant capital measures, which include risk-based capital measures, Tier 1 and common equity Tier 1 capital measures, a leverage ratio capital measure and certain other factors. The federal banking agencies have adopted

regulations that implement this statutory framework. Under these regulations, an institution is treated as well capitalized if it has a ratio of total capital to risk-weighted assets of 10.0% or more (the total risk-based capital ratio); a ratio of common equity Tier 1 capital to risk-weighted assets (the Tier 1 risk-based capital ratio) of 8.0% or more; a ratio of Tier 1 common equity capital to risk-weighted assets of 6.5% or more (the common equity Tier 1 capital ratio); a ratio of Tier 1 capital to average consolidated assets (the leverage ratio) of 5.0% or more; and the institution is not subject to a federal order, agreement or directive to meet a specific capital level. An institution is considered adequately capitalized if it is not well capitalized but it has a total risk-based capital ratio of 8.0% or more; a Tier 1 risk-based capital ratio of 6.0% or more; a common equity Tier 1 capital ratio of 4.5% or more; and a leverage ratio of 4.0% or more and a leverage ratio of not less than 4%. The classifications for “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized” institutions are also set forth in the regulations. An institution that is not well capitalized is subject to certain restrictions on brokered deposits, including restrictions on the rates it can offer on its deposits generally. Any institution which is neither well capitalized nor adequately capitalized is considered undercapitalized. Further, an institution may be downgraded to a category lower than indicated by its capital ratios if it is determined to be in an unsafe or unsound condition, or if the institution receives an unsatisfactory examination rating.

Undercapitalized institutions are subject to certain prompt corrective action requirements, regulatory controls and restrictions which become more extensive as an institution becomes more severely undercapitalized. Failure by First Federal to comply with applicable capital requirements would, if not remedied, result in restrictions on its activities and lead to enforcement actions, including, but not limited to, the issuance of a capital directive to ensure the maintenance of required capital levels and, ultimately, the appointment of the FDIC as receiver or conservator. Banking regulators will take prompt corrective action with respect to depository institutions that do not meet minimum capital requirements. Additionally, approval of any regulatory application filed for their review may be dependent on compliance with capital requirements. At December 31, 2018 , First Federal was categorized as “well capitalized” under the regulatory capital requirements described below. For additional information, see Note 11 of the Notes to Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data," of this Form 10-K.

Capital Requirements . Federal regulations require insured depository institutions and bank holding companies to meet several minimum capital standards. The minimum capital level requirements applicable to First Northwest Bancorp and First Federal are: (i) a common equity Tier 1 ("CET1") capital to risk-based assets ratio of 4.5%; (ii) a Tier 1 capital to risk-based assets ratio of 6%; (iii) a total capital to risk-based assets ratio of 8%; and (iv) a Tier 1 capital to total assets leverage ratio of 4%. These minimum capital requirements became effective in January 2015 and were the result of final rules implementing certain regulatory amendments based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Act.

In addition to the minimum risk-based capital ratios, the capital regulations require a capital conservation buffer, designed to absorb losses during periods of economic stress, consisting of additional CET1 capital of more than 2.5% of risk-weighted assets above the required minimum risk-based ratios in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses. The phase-in of the capital conservation buffer requirement began on January 1, 2016, when a buffer greater than 0.625% of risk-weighted assets was required, and increased each year until the buffer requirement was fully implemented on January 1, 2019.

As of December 31, 2018 , First Northwest Bancorp and First Federal each met the requirements to be "well capitalized" and met the fully phased-in capital conservation buffer requirement. Management monitors the capital levels of First Northwest Bancorp and First Federal to provide for current and future business opportunities and to meet regulatory guidelines for “well capitalized” institutions. For additional information regarding First Northwest Bancorp’s and First Federal’s required and actual capital levels at December 31, 2018 , see Note 11 of the Notes to Consolidated Financial Statements contained in Item 8, "Financial Statements and Supplementary Data," of this Form 10-K.

The Federal Reserve and the FDIC have authority to establish individual minimum capital requirements in appropriate cases upon a determination that an institution’s capital level is or may become inadequate in light of particular risks or circumstances. Management believes that, under the current regulations, First Northwest Bancorp and First Federal will continue to meet their minimum capital requirements in the foreseeable future.

Standards for Safety and Soundness . The federal banking regulatory agencies have prescribed, by regulation, guidelines for all insured depository institutions relating to internal controls, information systems and internal audit systems; loan documentation; credit underwriting; interest rate risk exposure; asset growth; asset quality; earnings; and compensation, fees and benefits. The guidelines set forth the safety and soundness standards

that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. Each insured depository institution must implement a comprehensive written information security program that includes administrative, technical, and physical safeguards appropriate to the institution’s size and complexity and the nature and scope of its activities. The information security program must be designed to ensure the security and confidentiality of customer information, protect against any unanticipated threats or hazards to the security or integrity of such information, protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer, and ensure the proper disposal of customer and consumer information. Each insured depository institution must also develop and implement a risk-based response program to address incidents of unauthorized access to customer information in customer information systems. If the FDIC determines that an institution fails to meet any of these guidelines, it may require an institution to submit to the FDIC an acceptable plan to achieve compliance. First Federal has established comprehensive policies and risk management procedures to ensure the safety and soundness of First Federal.

Federal Home Loan Bank System. First Federal is a member of the FHLB of Des Moines. As a member, First Federal is required to purchase and maintain stock in the FHLB. At December 31, 2018 , First Federal held $6.9 million in FHLB stock, which was in compliance with this requirement. Each FHLB serves as a reserve or central bank for its members within its assigned region, and it is funded primarily from proceeds derived from the sale of consolidated obligations of the Federal Home Loan Bank System. Each FHLB makes loans or advances to members in accordance with policies and procedures, established by its Board of Directors, subject to the oversight of the Federal Housing Finance Agency. All advances from the FHLB are required to be fully secured by sufficient collateral as determined by the FHLB, and all long-term advances are required to provide funds for residential home financing. At December 31, 2018 , First Federal had $136.6 million of outstanding advances from the FHLB of Des Moines. See Item 1, "Business – Deposit Activities and Other Sources of Funds – Borrowings."

The FHLBs continue to contribute to low- and moderately-priced housing programs through direct loans or interest subsidies on advances targeted for community investment and low- and moderate-income housing projects. These contributions have affected adversely the level of FHLB dividends paid and could continue to do so in the future. These contributions could also have an adverse effect on the value of FHLB stock in the future. A reduction in value of First Federal's FHLB of Des Moines stock may result in a corresponding reduction in its capital.

Activities and Investments of Insured State-Chartered Financial Institutions . Federal law generally limits the activities and equity investments of FDIC insured, state-chartered banks to those that are permissible for national banks. An insured state bank is not prohibited from, among other things, (1) acquiring or retaining a majority interest in a subsidiary, (2) investing as a limited partner in a partnership, the sole purpose of which is direct or indirect investment in the acquisition, rehabilitation or new construction of a qualified housing project, provided that such limited partnership investments may not exceed 2% of the bank’s total assets, (3) acquiring up to 10% of the voting stock of a company that solely provides or reinsures directors’ and officers’ liability insurance coverage or bankers’ blanket bond group insurance coverage for insured depository institutions, and (4) acquiring or retaining the voting shares of a depository institution if certain requirements are met.

Dividends . Dividends from First Federal, which are subject to regulation and limitation, constitute a major source of funds for dividends paid by First Northwest Bancorp to shareholders. As a general rule, regulatory authorities may prohibit banks and bank holding companies from paying dividends in a manner that would constitute an unsafe or unsound banking practice. For example, regulators have stated that paying dividends that deplete an institution's capital base to an inadequate level would be an unsafe and unsound banking practice and that an institution should generally pay dividends only out of current operating earnings. In addition, a bank may not pay cash dividends if that payment could reduce the amount of its capital below that necessary to meet minimum applicable regulatory capital requirements. According to Washington law, First Federal may not declare or pay a cash dividend on its capital stock if it would cause its net worth to be reduced below (1) the amount required for liquidation accounts or (2) the net worth requirements, if any, imposed by the Director of the DFI. Dividends on First Federal’s capital stock may not be paid in an aggregate amount greater than the aggregate retained earnings of First Federal without the approval of the Director of the DFI.

Affiliate Transactions . Federal laws strictly limit the ability of banks to engage in certain transactions with their affiliates, including their bank holding companies. The Dodd-Frank Act further extended the definition of an “affiliate” and treats credit exposure arising from derivative transactions, securities lending, and borrowing transactions as covered transactions under the regulations. Transactions deemed to be a “covered transaction” under Section 23A of the Federal Reserve Act and between a subsidiary bank and its parent company or the nonbank subsidiaries of the bank holding company are limited to 10% of the bank subsidiary’s capital and surplus and, with respect to the parent company and all such nonbank subsidiaries, to an aggregate of 20% of the bank subsidiary’s

capital and surplus. Further, covered transactions that are loans and extensions of credit generally are required to be secured by eligible collateral in specified amounts. Federal law also requires that covered transactions and certain other transactions listed in Section 23B of the Federal Reserve Act between a bank and its affiliates be on terms as favorable to the bank as transactions with non-affiliates.

Community Reinvestment Act . First Federal is subject to the provisions of the Community Reinvestment Act of 1977 (CRA), which requires the appropriate federal bank regulatory agency to assess a bank’s performance under the CRA in meeting the credit needs of the community serviced by the bank, including low-and moderate income neighborhoods. The regulatory agency’s assessment of a bank’s record is made available to the public. Further, a bank’s CRA performance rating must be considered in connection with a bank’s application, among other things, to establish a new branch office that will accept deposits; to relocate an existing office; or to merge or consolidate with, or acquire the assets or assume the liabilities of, a federally regulated financial institution. In some cases, a bank's failure to comply with the CRA or CRA protests filed by interested parties during applicable comment periods can result in the denial or delay of such transactions. First Federal received a “satisfactory” rating during its most recent CRA examination.

Commercial Real Estate Ratios. The federal banking regulators recently issued guidance reminding financial institutions to reexamine the existing regulations regarding concentrations in commercial real estate lending. The purpose of the guidance is to guide banks in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations. The banking regulators are directed to examine each bank’s exposure to commercial real estate loans that are dependent on cash flow from the real estate held as collateral and to focus their supervisory resources on institutions that may have significant commercial real estate loan concentration risk. The guidance provides that the strength of an institution’s lending and risk management practices with respect to such concentrations will be taken into account in evaluating capital adequacy and does not specifically limit a bank’s commercial real estate lending to a specified concentration level.

Privacy Standards . The Gramm-Leach-Bliley Financial Services Modernization Act of 1999 (GLBA) modernized the financial services industry by establishing a comprehensive framework to permit affiliations among commercial banks, insurance companies, securities firms and other financial service providers. First Federal is subject to FDIC regulations implementing the privacy protection provisions of the GLBA. These regulations require First Federal to disclose its privacy policy, including informing consumers of its information sharing practices and informing consumers of its rights to opt out of certain practices.

Environmental Issues Associated with Real Estate Lending. The Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") is a federal statute that generally imposes strict liability on all prior and present "owners and operators" of sites containing hazardous waste. However, the term "owner and operator" excludes a person whose ownership is limited to protecting its security interest in the site. Since the enactment of the CERCLA, this "secured creditor exemption" has been the subject of judicial interpretations which have left open the possibility that lenders could be liable for cleanup costs on contaminated property that they hold as collateral for a loan. To the extent that legal uncertainty exists in this area, all creditors, including First Federal, that have made loans secured by properties with potential hazardous waste contamination (such as petroleum contamination) could be subject to liability for cleanup costs, which costs often substantially exceed the value of the collateral property.

Federal Reserve System. The Federal Reserve Board requires that all depository institutions maintain reserves on transaction accounts or non-personal time deposits. These reserves may be in the form of cash or noninterest-bearing deposits with the regional Federal Reserve Bank. Negotiable order of withdrawal (NOW) accounts and other types of accounts that permit payments or transfers to third parties fall within the definition of transaction accounts and are subject to the reserve requirements, as are any non-personal time deposits at a savings bank. As of December 31, 2018 , First Federal's deposit with the Federal Reserve Bank and vault cash exceeded its reserve requirements.

Anti-Money Laundering and Anti-Terrorism. The Bank Secrecy Act (“BSA”) requires all financial institutions to establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. The BSA also sets forth various recordkeeping and reporting requirements (such as reporting suspicious activities that might signal criminal activity) and certain due diligence and "know your customer" documentation requirements.

The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“Patriot Act”), intended to combat terrorism, was renewed with certain amendments in 2006.

In relevant part, the Patriot Act (1) prohibits banks from providing correspondent accounts directly to foreign shell banks; (2) imposes due diligence requirements on banks opening or holding accounts for foreign financial institutions or wealthy foreign individuals; (3) requires financial institutions to establish an anti-money laundering compliance program; and (4) eliminates civil liability for persons who file suspicious activity reports. The Patriot Act also includes provisions providing the government with power to investigate terrorism, including expanded government access to bank account records. Regulators are directed to consider a bank holding company’s and a bank’s effectiveness in combating money laundering when reviewing and ruling on applications under the BHCA and the Bank Merger Act. First Northwest Bancorp and First Federal have established comprehensive compliance programs designed to comply with the requirements of the BSA and Patriot Act.

Other Consumer Protection Laws and Regulations. The Dodd-Frank Act, among other things, established the CFPB as an independent bureau of the Federal Reserve Board. The CFPB assumed responsibility for the implementation of the federal financial consumer protection and fair lending laws and regulations and has authority to impose new requirements. First Federal is subject to consumer protection regulations issued by the CFPB, but as a smaller financial institution, it is generally subject to supervision and enforcement by the FDIC and the DFI with respect to our compliance with consumer financial protection laws and CFPB regulations.

First Federal is subject to a broad array of federal and state consumer protection laws and regulations that govern almost every aspect of its business relationships with consumers. While the list set forth below is not exhaustive, some of these laws and regulations include the Truth-in-Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Right to Financial Privacy Act, the Home Ownership and Equity Protection Act, the Consumer Leasing Act, the Fair Credit Billing Act, the Homeowners Protection Act, the Check Clearing for the 21st Century Act, laws governing flood insurance, laws governing consumer protections in connection with the sale of insurance, federal and state laws prohibiting unfair and deceptive business practices, and various regulations that implement some or all of the foregoing. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits, making loans, collecting loans, and providing other services. In recent years, examination and enforcement by federal and state banking agencies for non-compliance with consumer protection laws and regulations have increased and become more intense. Failure to comply with these laws and regulations can subject First Federal to various penalties including, but not limited to, enforcement actions, injunctions, fines, civil liability, criminal penalties, punitive damages, and the loss of certain contractual rights. First Federal has established a comprehensive compliance system to ensure consumer protection.

Regulation and Supervision of First Northwest Bancorp

General. First Northwest Bancorp is a bank holding company registered with the Federal Reserve and the sole shareholder of First Federal. Bank holding companies are subject to comprehensive regulation by the Federal Reserve under the Bank Holding Company Act of 1956, as amended (“BHCA”), and the regulations promulgated thereunder. This regulation and oversight is generally intended to ensure that First Northwest Bancorp limits its activities to those allowed by law and that it operates in a safe and sound manner without endangering the financial health of First Federal.

As a bank holding company, First Northwest Bancorp is required to file semi-annual and annual reports with the Federal Reserve and any additional information required by the Federal Reserve and is subject to regular examinations by the Federal Reserve. The Federal Reserve also has extensive enforcement authority over bank holding companies, including the ability to assess civil money penalties, to issue cease and desist or removal orders and to require that a holding company divest subsidiaries (including its bank subsidiaries). In general, enforcement actions may be initiated for violations of law and regulations and unsafe or unsound practices.

The Bank Holding Company Act. Under the BHCA, First Northwest Bancorp is supervised by the Federal Reserve. The Federal Reserve has a policy that a bank holding company is required to serve as a source of financial and managerial strength to its subsidiary banks and may not conduct its operations in an unsafe or unsound manner. In addition, the Dodd-Frank Act and earlier Federal Reserve policy provide that bank holding companies should serve as a source of strength to its subsidiary banks by being prepared to use available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity (including at times when a bank holding company may not be in a financial position to provide such resources or when it may not be in the bank holding company’s or its shareholders' best interests to do so), and should maintain the financial flexibility and capital raising capacity to obtain additional resources for assisting its subsidiary banks. Any capital loans a bank

holding company makes to its bank subsidiaries are subordinate to deposits and to certain other indebtedness of the bank subsidiaries. A bank holding company's failure to meet its obligation to serve as a source of strength to its subsidiary banks will generally be considered by the Federal Reserve to be an unsafe and unsound banking practice or a violation of the Federal Reserve's regulations, or both.

Under the BHCA, the Federal Reserve may approve the ownership of shares by a bank holding company in any company the activities of which the Federal Reserve has determined to be so closely related to the business of banking or managing or controlling banks as to be a proper incident thereto. These activities generally include, among others, operating a savings institution, mortgage company, finance company, credit card company or factoring company; performing certain data processing operations; providing certain investment and financial advice; underwriting and acting as an insurance agent for certain types of credit-related insurance; leasing property on a full-payout, non-operating basis; selling money orders, travelers' checks and U.S. Savings Bonds; real estate and personal property appraising; providing tax planning and preparation services; and, subject to certain limitations, providing securities brokerage services for customers.

Acquisitions. The BHCA prohibits a bank holding company, with certain exceptions, from acquiring ownership or control of more than 5% of the voting shares of any company that is not a bank or bank holding company and from engaging in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries. A bank holding company that meets certain supervisory and financial standards and elects to be designed as a financial holding company may also engage in certain securities, insurance and merchant banking activities and other activities determined to be financial in nature or incidental to financial activities.

Regulatory Capital Requirements. The Federal Reserve has adopted capital rules pursuant to which it assesses the adequacy of capital in examining and supervising a bank holding company and in analyzing applications under the BHCA. These rules apply on a consolidated basis to bank holding companies with $3.0 billion (which was increased from $1.0 billion in conjunction with the Crapo Bill, discussed below) or more in assets, or with fewer assets but certain risky activities, and on a bank-only basis to other companies. When applicable, the bank holding company capital adequacy and conservation buffer rules are the same as those imposed by the FDIC. For additional information, see the section above entitled “- Regulation of First Federal - Capital Regulation” and Note 11 of the Notes to Consolidated Financial Statements included in Item 8., "Financial Statements and Supplementary Data," of this Form 10-K.

Interstate Banking . The Dodd-Frank Act eliminated interstate branching restrictions that were implemented as part of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 ("Interstate Act"), and removed many restrictions on de novo interstate branching by state and federally chartered banks. The Federal Reserve may approve an application of a bank holding company to acquire control of, or acquire all or substantially all of the assets of, a bank located in a state other than the bank holding company's home state, without regard to whether the transaction is prohibited by the laws of any state. The Federal Reserve may not approve the acquisition of a bank that has not been in existence for the minimum time period of five years, or longer if specified by the law of the host state. In addition, the Federal Reserve generally may not approve an application for an interstate merger transaction if the applicant controls or would control more than 10% of the insured deposits in the United States or 30% or more of the deposits in the target bank's home state or in any state in which the target bank maintains a branch. Federal law does not affect the authority of states to limit the percentage of total insured deposits in the state that may be held or controlled by a bank holding company to the extent such limitation does not discriminate against out-of-state banks or bank holding companies. Individual states may also waive the 30% state-wide concentration limit contained in the federal law. Banks may establish de novo branches in any state, subject to regulatory approval.

The federal banking agencies are authorized to approve interstate merger transactions without regard to whether the transaction is prohibited by the law of any state, unless the home state of one of the banks adopted a law prior to June 1, 1997, which applies equally to all out-of-state banks and expressly prohibits merger transactions involving out-of-state banks. Interstate acquisitions of branches are permitted only if the law of the state in which the branch is located permits such acquisitions. Interstate mergers and branch acquisitions are also subject to the nationwide and statewide insured deposit concentration amounts described above. Federal bank regulations prohibit banks from using their interstate branches primarily for deposit production and federal bank regulatory agencies have implemented a loan-to-deposit ratio screen to ensure compliance with this prohibition.

Interchange Fees. Under the Durbin Amendment to the Dodd-Frank Act, the Federal Reserve adopted rules establishing standards for assessing whether the interchange fees that may be charged with respect to certain electronic transactions are "reasonable and proportional" to the costs incurred by issuers for processing such transactions. Notably, the Federal Reserve's rules set a maximum permissible interchange fee, among other

requirements. As of December 31, 2018, First Northwest Bancorp and First Federal qualified for the small issuer exemption from the Federal Reserve’s interchange fee cap, which applies to any debit card issuer that has total consolidated assets of less than $10 billion as of the end of the previous calendar year.

Restrictions on Dividends . First Northwest Bancorp's ability to declare and pay dividends is subject to the Federal Reserve limits and Washington law, and it may depend on its ability to receive dividends from First Federal (as discussed above).

The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies. In particular, the policy limits the payment of a cash dividend by a bank holding company if the holding company's net income for the past year is not sufficient to cover both the cash dividend and a rate of earnings retention that is consistent with capital needs, asset quality and overall financial condition. A bank holding company that does not meet any applicable capital standard would not be able to pay any cash dividends under this policy. A bank holding company not subject to consolidated capital requirements is expected not to pay dividends unless its debt-to-equity ratio is less than 1:1, and it meets certain additional criteria. The Federal Reserve also has indicated that it would be inappropriate for a company experiencing serious financial problems to borrow funds to pay dividends. The capital conservation buffer requirements may limit First Northwest Bancorp's ability to pay dividends.

Except for a company that meets the well-capitalized standard for bank holding companies, is well managed, and is not subject to any unresolved supervisory issues, a bank holding company is required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10.0% or more of the company's consolidated net worth. The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation or regulatory order, condition, or written agreement.

Under Washington corporate law, First Northwest Bancorp generally may not pay dividends if after that payment it would not be able to pay its liabilities as they become due in the usual course of business, or its total assets would be less than the sum of its total liabilities . These various laws and regulatory policies may affect First Northwest Bancorp’s ability to pay dividends or otherwise engage in capital distributions.

Tying Arrangements. First Northwest Bancorp and First Federal are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, sale or lease of property, or furnishing of services. For example, with certain exceptions, neither First Northwest Bancorp nor First Federal may condition an extension of credit to a customer on either (1) a requirement that the customer obtain additional services provided by First Northwest Bancorp or First Federal; or (2) an agreement by the customer to refrain from obtaining other services from a competitor.

The Dodd-Frank Act. The Dodd-Frank Act was signed into law in July 2010 and imposes restrictions and an expanded framework of regulatory oversight for financial institutions, including depository institutions, and required new capital regulations that are discussed above under “- Regulation of First Federal - Capital Regulations.” In addition, among other changes, the Dodd-Frank Act requires public companies, like First Northwest Bancorp, to (i) provide their shareholders with a non-binding vote (a) at least once every three years on the compensation paid to executive officers and (b) at least once every six years on whether they should have a “say on pay” vote every one, two or three years; (ii) have a separate, non-binding shareholder vote regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments; and (iii) provide disclosure in annual proxy materials concerning the relationship between the executive compensation paid and the financial performance of the issuer. In August 2015, the SEC adopted a rule mandated by the Dodd-Frank Act that requires a public company to disclose the ratio of the Chief Executive Officer's annual total compensation to the median annual total compensation of all other employees. The rule is intended to provide shareholders with information that they can use to evaluate a Chief Executive Officer’s compensation.

Federal Securities Law. The stock of First Northwest Bancorp is registered with the SEC under the Securities Exchange Act of 1934, as amended. As a result, First Northwest Bancorp is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

First Northwest Bancorp stock held by persons who are affiliates of First Northwest Bancorp may not be resold without registration unless sold in accordance with certain resale restrictions. Affiliates are generally considered to be officers, directors and principal shareholders. If First Northwest Bancorp meets specified current public information requirements, each affiliate of First Northwest Bancorp will be able to sell in the public market, without registration, a limited number of shares in any three-month period.

The SEC has adopted regulations and policies under the Sarbanes-Oxley Act of 2002 that apply to First Northwest Bancorp as a registered company under the Securities Exchange Act of 1934. The stated goals of these Sarbanes-Oxley requirements are to increase corporate responsibility, provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The SEC and Sarbanes-Oxley-related regulations and policies include very specific additional disclosure requirements and new corporate governance rules. The Sarbanes-Oxley Act represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees.

Recent and Proposed Legislation. The economic and political environment of the past several years has led to a number of proposed legislative, governmental, and regulatory initiatives that may significantly impact the banking industry. Other regulatory initiatives by federal and state agencies may also significantly impact First Northwest Bancorp's and First Federal’s business. First Northwest Bancorp and First Federal cannot predict whether these or any other proposals will be enacted or the ultimate impact of any such initiatives on its operations, competitive situation, financial conditions, or results of operations. While recent history has demonstrated that new legislation or changes to existing laws or regulations typically result in a greater compliance burden (and therefore increase the general costs of doing business), the current administration has expressed an attempt to reduce these regulatory burdens. For instance, in May 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Crapo Bill”), which is bipartisan legislation that rolls back certain provisions of the Dodd-Frank Act to provide regulatory relief to certain financial institutions.

Effects of Federal Government Monetary Policy. First Northwest Bancorp’s earnings and growth are affected not only by general economic conditions, but also by the fiscal and monetary policies of the federal government, particularly the Federal Reserve. The Federal Reserve implements national monetary policy to promote maximum employment, stable prices, and moderate long-term interest rates. Through its open market operations in U.S. government securities, control of the discount rate applicable to borrowings, establishment of reserve requirements against certain deposits, and control of the interest rate applicable to excess reserve balances and reverse repurchase agreements, the Federal Reserve influences the availability and cost of money and credit and, ultimately, a range of economic variables including employment, output, and the prices of goods and services. The nature and impact of future changes in monetary policies and their impact on First Northwest Bancorp and First Federal cannot be predicted with certainty.

Taxation

Federal Taxation

General . First Northwest Bancorp and First Federal are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below. The following discussion of federal taxation is intended only to summarize certain pertinent federal income tax matters and is not a comprehensive description of the tax rules applicable to First Northwest Bancorp or First Federal. First Federal is no longer subject to U.S. federal income tax examinations by tax authorities for years ended before June 30, 2015 . See Note 9 of the Notes to Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data," of this Form 10-K.

First Northwest Bancorp will file a consolidated federal income tax return with First Federal. Accordingly, any cash distributions made by First Northwest Bancorp to its shareholders would be considered to be taxable dividends and not as a non‑taxable return of capital to shareholders for federal and state tax purposes.

Method of Accounting . For federal income tax purposes, First Federal currently reports its income and expenses on the accrual method of accounting. Beginning with the six months ended December 31, 2017, federal income tax returns are filed using a December 31 year end. Prior periods, through June 30, 2017, used a fiscal year ending on June 30 for filing its federal income tax return.

Corporate Dividends‑Received Deduction . First Northwest Bancorp may eliminate from its income dividends received from First Federal as a wholly owned subsidiary of First Northwest Bancorp if it elects to file a consolidated return with First Federal. The corporate dividends-received deduction is 100% , or 65% , in the case of dividends received from corporations with which a corporate recipient does not file a consolidated tax return, depending on the level of stock ownership of the payor of the dividend. Corporations which own less than 20% of the stock of a corporation distributing a dividend may deduct 50% of dividends received or accrued on their behalf.

Charitable Contribution Carryovers . The Company may carryforward charitable contributions to the succeeding five taxable years. The utilization of the charitable contribution carryforward may not exceed 10% of taxable income as defined by the federal taxation laws. At December 31, 2018 , the Company had a charitable contribution carryforward for federal income tax purposes of $7.2 million . This carryforward was generated from the Company’s creation of the First Federal Community Foundation to which it contributed 933,360 shares of its common stock and $400,000 in cash in connection with the mutual to stock conversion. Management does not fully expect to utilize the benefit over the five year carryforward period and has recorded a reserve on the portion of the related deferred tax asset estimated to expire unused.

Washington Taxation

First Federal is subject to a business and occupation tax imposed under Washington law at the rate of 1.5% of gross receipts. Interest received on loans secured by mortgages or deeds of trust on residential properties and certain investment securities are exempt from this tax.

Item 1A. Risk Factors.

Our increased emphasis on commercial real estate lending subjects us to various risks that could adversely impact our results of operations and financial condition.

We have increased the amount of our commercial real estate and multi-family loans to $335.6 million , or 38.6% of our total loan portfolio, at December 31, 2018 , from $173.1 million , or 34.3% , of our total loan portfolio at June 30, 2014 . We intend to continue to increase, subject to market demand, our origination and purchase of commercial real estate loans.

Our increased focus on this type of lending has increased our risk profile. Commercial real estate loans are intended to enhance the average yield of our earning assets; however, they do involve a different level of risk of delinquency or collection than one- to four-family loans. The repayment of commercial real estate loans typically is dependent on the successful operation and income stream of the borrowers’ business, or the ability to lease the property at sufficient rates, and the value of the real estate securing the loan as collateral, which can be significantly affected by economic conditions. These loans also involve larger balances to a single borrower or groups of related borrowers. Some of our commercial borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a single one- to four-family residential mortgage loan. Since commercial real estate loans generally have large balances, deterioration in the quality of commercial loans may result in the need to significantly increase our provision for loan losses and charge-offs will likely be larger on a per loan basis compared to consumer loans. As a result, deterioration of this portfolio could materially adversely affect our future earnings. Collateral evaluation and financial statement analysis in these types of loans also requires a more detailed analysis at the time of loan underwriting and on an ongoing basis. Finally, if we foreclose on a commercial real estate loan, our holding period for the collateral is typically longer than for a one- to four-family residence because the market for most types of commercial real estate is not readily liquid, which results in less opportunity to mitigate credit risk by selling part or all of our interest in these assets. At December 31, 2018 , we had $133,000 of nonperforming commercial real estate loans and no nonperforming multi-family loans in our portfolio.

As an institution’s concentration in commercial real estate lending increases, it becomes subject to more scrutiny by the FDIC under its policies applicable to management of its portfolio of commercial loans, considering the risk management, Board of Directors and management oversight, portfolio management, management information systems, credit underwriting standards, portfolio stress testing and sensitivity analysis, and credit risk review function applied to the commercial loan portfolio, as well as the institution’s capital adequacy.

The significant growth in our loan portfolio and our rapid expansion into new markets may increase our credit risk.

Since the completion of our initial public offering in January 2015, we have grown substantially in terms of total assets, total loans, total deposits, employees, and locations, expanding our business activities throughout the Puget Sound region. We have significantly increased the amount of loans located outside of the counties where we have branch locations from $144.5 million, or 29.3% of our total loan portfolio, at June 30, 2014, to $436.2 million , or 50.2% of our total loan portfolio, at December 31, 2018 , which includes $34.3 million of purchased one- to four-family loans secured by properties located primarily in California and Ohio. In addition, our commercial loan portfolio, which includes loans secured by commercial and multi-family real estate as well as business assets, has increased to $354.5 million , or 40.8% of total loans, at December 31, 2018 , from $190.7 million , or 35.1% of total loans, at June 30, 2014 . Included in our commercial loan portfolio at December 31, 2018 , were $30.3 million of additional loans purchased and loan participations. Rapidly growing loan portfolios are, by their nature, less seasoned, meaning they were originated recently. Combined with the geographic expansion of our lending area, our experience with these loans may not provide us with a significant payment history pattern making estimating loan loss allowances more difficult, and more susceptible to changes in estimates, and to losses exceeding estimates, than our more seasoned portfolio of loans in our traditional lending area. Further, First Federal has not experienced a downturn in economic conditions with these loans. As a result, it is difficult to predict the future performance of these parts of our loan portfolio. These loans may develop delinquency or charge-off levels above our historical experience, which could adversely affect our future performance.

We plan to continue both strategic and opportunistic growth, understanding that we may see a slowing of growth as we mature and manage capital down to more efficient levels. Continued growth can present substantial demands on management personnel, line employees, and other aspects of our operations, especially if our growth occurs rapidly. We may face difficulties in managing that growth effectively, which could damage our reputation, limit our growth, and negatively affect our operating results. Also see “Our branching strategy will cause our expenses to increase and may negatively affect our earnings.”

We have a concentration of large loans outstanding to a limited number of borrowers that increases our risk of loss.

First Federal has extended significant amounts of credit to a limited number of borrowers, largely in connection with high-end residential real estate and commercial and multi-family real estate loans. At December 31, 2018 , the aggregate amount of loans, including unused commitments, to First Federal's five largest borrowers (including related entities) amounted to approximately $76.7 million . Outstanding loan balances for the ten largest borrowing relationships at December 31, 2018 totaled $105.4 million , or 12.1% of total loans. At such date, none of the loans to First Federal's 20 largest borrowers were nonperforming loans.

Concentration of credit to a limited number of borrowers increases the risk in First Federal's loan portfolio. In the event that one or more of these borrowers is not able to service the contractual repayment, the potential loss to First Federal is more likely to have a material adverse impact on our business, financial condition and results of operations.

Our construction and land loans are based upon estimates of costs and the value of the completed project.

During the year ended December 31, 2018 , our construction and land loans decreased $17.0 million , or 23.9% , to $54.1 million , or 6.2% , of the total loan portfolio at December 31, 2018 and consisted of properties secured by one- to four-family residential of $17.3 million , multi-family of $17.3 million , commercial real estate of $11.0 million , and land of $8.4 million . Land loans include raw land and land acquisition and development loans.

Construction and land development lending generally involves additional risks when compared with permanent residential lending because funds are advanced upon estimates of costs in relation to values associated with the completed project that will produce a future value at completion. Because of the uncertainties inherent in estimating construction costs, the market value of the completed project, the effects of governmental regulation on real property, and changes in demand, it is relatively difficult to evaluate accurately the total funds required to complete a project and the completed project loan-to-value ratio, which may cause actual results to vary significantly from those estimated. For these reasons, this type of lending also typically involves higher loan principal amounts and is often concentrated with a small number of builders. A downturn in housing, or the real estate market, could increase loan delinquencies, defaults and foreclosures, and significantly impair the value of our collateral and our ability to sell the collateral upon foreclosure. Some of our builders have more than one loan

outstanding with us, and an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss.

In addition, during the term of most of our construction loans, no payment from the borrower is required since the accumulated interest is added to the principal of the loan through an interest reserve. As a result, these loans often involve the disbursement of funds with repayment substantially dependent on the successful outcome of the project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. If our appraisal of the value of a completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss. Because construction loans require active monitoring of the building process, including cost comparisons and on-site inspections, these loans are more difficult and costly to monitor. Increases in market rates of interest may have a more pronounced effect on construction loans by rapidly increasing the end-purchasers' borrowing costs, thereby reducing the overall demand for the project. Properties under construction are often difficult to sell and typically must be completed in order to be successfully sold which also complicates the process of working out problem construction loans. This may require us to advance additional funds and/or contract with another builder to complete construction and assume the market risk of selling the project at a future market price, which may or may not enable us to fully recover unpaid loan funds and associated construction and liquidation costs. Furthermore, in the case of speculative construction loans, there is the added risk associated with identifying an end-purchaser for the finished project. At December 31, 2018 , $2.0 million of our construction and land loans were for speculative construction.

We occasionally purchase loans in bulk or “pools.” We may experience lower yields or losses on loan “pools” because the assumptions we use when purchasing loans in bulk may not prove correct.

In order to achieve our loan growth objectives and/or improve earnings, we may purchase loans, either individually, through participations, or in bulk. When we determine the purchase price we are willing to pay to purchase loans in bulk, management makes certain assumptions about, among other things, how fast borrowers will prepay their loans, the real estate market, our ability to collect loans successfully and, if necessary, our ability to dispose of any real estate that may be acquired through foreclosure. When we purchase loans in bulk, we perform certain due diligence procedures and typically require customary limited indemnities. To the extent that our underlying assumptions prove to be inaccurate or the basis for those assumptions change, the purchase price paid for “pools” of loans may prove to have been excessive, resulting in a lower yield or a loss of some or all of the loan principal. Our success in growing through purchases of loan “pools” depends on our ability to price loan “pools” properly and on the general economic conditions within the geographic areas where the underlying properties of our loans are located.

For loans purchased outside of the state of Washington where management may not have substantial prior experience, the Bank typically relies on the seller or its assignee to service these loans. We may be exposed to greater risk of loss due to the inability of the Bank to directly negotiate with a delinquent borrower to recover principal and interest due in the event of default.

Adverse economic conditions in the market areas we serve could adversely impact our earnings and could increase the credit risk associated with our loan portfolio.

Substantially all of our loans are to businesses and individuals in the state of Washington. An economic decline could have a material adverse effect on our business, financial condition, results of operations, and prospects. Weakness in the global economy has adversely affected many businesses operating in our markets that are dependent upon international trade and it is not known how the withdrawal by the United States from the Trans-Pacific Partnership trade agreement or the current trade dispute with China may also affect these businesses.

While real estate values and unemployment rates have recently improved, deterioration in economic conditions in the market areas we serve, in particular the North Olympic Peninsula and Puget Sound area of Washington State, could result in the following consequences, any of which could have a materially adverse impact on our business, financial condition and results of operations:


•	loan delinquencies, problem assets and foreclosures may increase;


•	demand for our products and services may decline, possibly resulting in a decrease in our total loans or assets;


•	collateral for loans made may decline further in value, exposing us to increased risk of loss on existing loans and reducing customers’ borrowing power;


•	the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; and


•	the amount of our deposits may decrease and the composition of our deposits may be adversely affected.

A decline in local economic conditions may have a greater effect on our earnings and capital than on the earnings and capital of larger financial institutions whose real estate loan portfolios are geographically diverse. If we are required to liquidate a significant amount of collateral during a period of reduced real estate values, our financial condition and profitability could be adversely affected. Adverse changes in the regional and general economy could reduce our growth rate, impair our ability to collect loans, and generally have a negative effect on our financial condition and results of operations.

Our branching strategy will cause our expenses to increase and may negatively affect our earnings.

Over the past five years, we have opened three new full-service branches in Silverdale and Bellingham, Washington, an HLC in Seattle, Washington, and another full-service branch on Bainbridge Island, Washington. We may continue to open or purchase new branches and HLCs, and the success of our expansion strategy into new markets is contingent upon numerous factors, such as our ability to select suitable locations, assess each market's competitive environment, secure managerial resources, hire and retain qualified personnel and implement effective marketing strategies. The opening of new offices may not increase the volume of our loans and deposits as quickly or to the degree that we hope, and opening new offices will increase our operating expenses. On average, de novo branches do not become profitable until three to four years after opening. We currently expect to lease rather than own additional de novo branches and HLCs, and projected time lines and estimated dollar amounts involved in opening new offices could differ significantly from actual results. In addition, we may not successfully manage the costs and implementation risks associated with our branching strategy. Accordingly, any new branch or HLC may negatively impact our earnings for some period of time until the office reaches certain economies of scale, and there is a risk that our new offices will not be successful even after they have been established.

Our business may be adversely affected by credit risk associated with residential property.

At December 31, 2018 , $373.8 million , or 43.0% of our total loan portfolio, consisted of one- to four-family mortgage loans and home equity loans secured by residential properties, including $27.7 million or 3.2% of our total loan portfolio secured by residential properties located in California and Ohio. Lending on residential property is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. Declines in residential real estate values securing these types of loans may increase the level of borrower defaults and losses above the recent charge-off experience on these loans. Jumbo one- to four-family residential loans which do not conform to secondary market mortgage requirements for our market areas would not be immediately saleable to Freddie Mac and may expose us to increased risk because of their larger balances. Further, a significant amount of our home equity lines of credit consist of second mortgage loans. For those home equity lines secured by a second mortgage, it is unlikely that we will be successful in recovering all or a portion of our loan balances in the event of default unless we are prepared to repay the first mortgage loan and such repayment and the costs associated with a foreclosure are justified by the value of the property. For these reasons we may experience higher rates of delinquencies, default and losses on loans secured by junior liens.

Our non-owner-occupied residential real estate loans may expose us to increased credit risk.

At December 31, 2018 , $20.8 million , or 2.4% of our total loan portfolio, was secured by non-owner-occupied residential properties consisting of one- to four-family and home equity loans. Loans secured by non-owner-occupied properties generally expose a lender to greater risk of nonpayment and loss than loans secured by owner-occupied properties because repayment of such loans depends primarily on the tenant’s continuing ability to pay rent to the property owner, who is our borrower, or, if the property owner is unable to find a tenant, the property owner’s ability to repay the loan without the benefit of a rental income stream. In addition, the physical condition of non-owner-occupied properties is often below that of owner-occupied properties due to lax property maintenance standards, which has a negative impact on the value of the collateral properties. Furthermore, some of our non-owner-occupied residential loan borrowers have more than one loan outstanding with us, which may expose us to a greater risk of loss compared to an adverse development with respect to an owner-occupied residential mortgage loan.

Repayment of our commercial business loans is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may fluctuate in value.

At December 31, 2018 , we had $18.9 million , or 2.2% of total loans, in commercial business loans. Commercial business lending involves risks that are different from those associated with residential and commercial real estate lending. Real estate lending is generally considered to be collateral based lending with loan amounts based on predetermined loan to collateral values, with liquidation of the underlying real estate collateral being viewed as the primary source of repayment in the event of borrower default. Our commercial business loans are primarily made based on the cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The borrowers' cash flow may be unpredictable, and collateral securing these loans may fluctuate in value. Although commercial business loans are often collateralized by equipment, inventory, accounts receivable, or other business assets, the liquidation of collateral in the event of default is often an insufficient source of repayment because accounts receivable may be uncollectible and inventories may be obsolete or of limited use, among other things.

A portion of our loan portfolio is serviced by third parties, which may limit our ability to foreclose on such loans.

At December 31, 2018 , $44.2 million of our one- to four-family and $7.4 million of our commercial real estate loan portfolios were serviced by third parties. When a loan goes into default, it is the responsibility of the third-party servicer to enforce the borrower’s obligation to repay the outstanding indebtedness. We are reliant on the servicer to bring the loan current, enter into a satisfactory loan modification or foreclose on the property on behalf of First Federal. We must comply with any loan modification entered into by the servicer even if we would not otherwise agree to the modified terms, which may result in a reduction in our interest income due to the loan modification. Delays in foreclosing on property, whether caused by restrictions under state or federal law or the failure of a third- party servicer to timely pursue foreclosure action, can increase our potential loss on such property, due to factors such as lack of maintenance, unpaid property taxes and adverse changes in market conditions. These delays may adversely affect our ability to limit our credit losses.

Our lending limit may restrict our growth.

Washington law provides that Washington chartered savings banks, such as First Federal, are subject to the same loans to one borrower restrictions as Washington chartered commercial banks, which generally restrict total loans and extensions of credit by a bank to 20% of its unimpaired capital and surplus. As a result, under Washington law, First Federal would be limited to loans to one borrower of $30.4 million at December 31, 2018 . Under its current policy, First Federal has elected to restrict its loans to one borrower to no more than 20% of its unimpaired capital plus surplus or $18.0 million , whichever is less, unless specifically approved by the Board of Directors' Loan/Asset Quality Committee as an exception to policy. At December 31, 2018 , 20% of First Federal's unimpaired capital was $24.6 million , and under this policy, our loans to one borrower limit would have been $18.0 million . This amount is significantly less than that of many of our competitors and may discourage potential commercial borrowers who have credit needs in excess of our loans to one borrower lending limit from doing business with us. Our loans to one borrower restriction also impacts the efficiency of our commercial lending operation because it lowers our average loan size, which means we have to generate a higher number of transactions to achieve the same portfolio volume. We can accommodate larger loans by selling participations in those loans to other financial partners, but this strategy is not the most efficient or always available. We may not be able to attract or maintain clients seeking larger loans or may not be able to sell participations in these loans on terms we consider favorable.

Our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover probable incurred losses in our loan portfolio, resulting in additions to our allowance for loan losses through the provision for losses on loans which is charged against income.

Additionally, pursuant to our growth strategy, management recognizes that significant new loan growth, new loan products, and the refinancing of existing loans, resulting in portfolios comprised of unseasoned loans that may not perform in a historical or projected manner, may increase the risk that our allowance may be insufficient to absorb losses without significant additional provisions. Material additions to our allowance could materially

decrease our net income. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed the allowance for loan losses we will need additional provisions to replenish the allowance for loan losses. Any additional provisions will result in a decrease in net income and possibly capital, and may have a material adverse effect on our financial condition and results of operations.

In addition, the Financial Accounting Standards Board has adopted new accounting standard update (“ASU”) 2016-13 that will be effective for our first fiscal year after December 15, 2019. This standard, referred to as Current Expected Credit Loss, or CECL, will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for credit losses. This will change the current method of providing allowances for credit losses that are probable, which may require us to increase our allowance for loan losses, and may greatly increase the types of data we would need to collect and review to determine the appropriate level of the allowance for credit losses. For more on this ASU, see Note 1 of the Notes to Consolidated Financial Statements - Recently Issued Accounting Pronouncements contained in Item 8 of this report.

If our nonperforming assets increase, our earnings will be adversely affected.

At December 31, 2018 , our nonperforming assets, which consist of nonaccruing loans, real estate owned and repossessed assets were $1.8 million , or 0.1% of total assets. Our nonperforming assets adversely affect our net income in various ways:


•	we record interest income on a cash basis only for nonaccrual loans and any nonperforming investment securities and we do not record interest income for real estate owned;


•	we must provide for probable loan losses through a current period charge to the provision for loan losses;


•	noninterest expense increases when we write down the value of properties in our real estate owned portfolio to reflect changing market values or recognize other-than-temporary impairment on nonperforming investment securities;


•	there are legal fees associated with the resolution of problem assets, as well as carrying costs, such as taxes, insurance, and maintenance fees related to our real estate owned; and


•	the resolution of nonperforming assets requires the active involvement of management, which can distract them from more profitable activity.

If additional borrowers become delinquent and do not pay their loans and we are unable to successfully manage our nonperforming assets, our losses and troubled assets could increase significantly, which could have a material adverse effect on our financial condition and results of operations.

Our securities portfolio may be negatively impacted by fluctuations in market value and interest rates.

Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities. These factors include, but are not limited to, ratings agency actions, defaults or other adverse events affecting the issuer or the underlying collateral, if any, of the security, changes in market interest rates, and continued instability in the capital markets. These factors, among others, could cause OTTI, realized and/or unrealized losses in future periods, and declines in other comprehensive income, which could materially affect our business, financial condition, and results of operations. Determining OTTI requires complex, subjective judgments about the future financial performance and liquidity of the security's issuer and underlying collateral, if any, to assess the probability of receiving all contractual principal and interest payments due, and these estimates may differ significantly from actual future performance of the security.

If our real estate owned is not properly valued or declines further in value, our earnings could be reduced.

We obtain updated valuations in the form of appraisals and tax assessed values when a loan has been foreclosed and the property taken in as real estate owned and at certain other times during the asset’s holding period. Our net book value of the loan at the time of foreclosure and thereafter is compared to the updated market value of the foreclosed property less estimated selling costs (fair value). A charge-off is recorded for any excess in the asset’s net book value over its fair value. If our valuation process is incorrect, or if property values decline, the fair value of our real estate owned may not be sufficient to recover our carrying value in such assets, resulting in the need for additional charge-offs. In addition, bank regulators periodically review our real estate owned and may require us to

recognize further charge-offs. Significant charge-offs to our real estate owned could have a material adverse effect on our financial condition and results of operations.

Conditions in the financial markets may limit our access to additional funding to meet our liquidity needs which could adversely affect our earnings and capital levels.

Liquidity is essential to our business. We rely on a number of different sources in order to meet our potential liquidity demands. We require sufficient liquidity to meet customer loan requests, customer deposit maturities and withdrawals, payments on our debt obligations as they come due and other cash commitments under both normal operating conditions and other unpredictable circumstances, including events causing industry or general financial market stress. A tightening of the credit markets and the inability to obtain adequate funding may negatively affect our liquidity, asset growth and, consequently, our earnings capability and capital levels. In addition to any deposit growth, and the sale of loans or investment securities, maturity of investment securities and loan payments, we rely from time to time on advances from the FHLB, and certain other wholesale funding sources to meet liquidity demands. Our liquidity position could be significantly constrained if we were unable to access funds from the FHLB or other wholesale funding sources. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business activity as a result of a downturn in the markets in which our loans are concentrated, negative operating results, or adverse regulatory action against us. Our ability to borrow could also be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial services industry or deterioration in credit markets. Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could, in turn, have a material adverse effect on our business, financial condition and results of operations.

Additionally, collateralized public funds are bank deposits of state and local municipalities. These deposits are required to be secured by certain investment grade securities to ensure repayment, which on the one hand tends to reduce our contingent liquidity risk by making these funds somewhat less credit sensitive, but on the other hand reduces standby liquidity by restricting the potential liquidity of the pledged collateral. Although these funds historically have been a relatively stable source of funds for us, availability depends on the individual municipality's fiscal policies and cash flow needs.

We are subject to interest rate risk.

Our earnings and cash flows are largely dependent upon our net interest income. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies, particularly the Federal Reserve. In an attempt to help the overall economy, the Federal Reserve Board has kept interest rates low through its targeted Fed Funds rate. Beginning in December 2015, the Federal Reserve Board has increased the Fed Funds rate by 225 basis points and indicated a likelihood for further increases during 2019 subject to economic conditions. As the Federal Reserve Board increases the Fed Funds rate, overall interest rates will likely rise, which may negatively impact housing markets by reducing refinancing activity and new home purchases and the U.S. economic recovery. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and investments and the amount of interest we pay on deposits and borrowings, but these changes could also affect (i) our ability to originate and/or sell loans (ii) the fair value of our financial assets and liabilities, which could negatively impact shareholders' equity, and our ability to realize gains from sales of such assets; (iii) our ability to obtain and retain deposits in competition with other available investment alternatives; (iv) the ability of our borrowers to repay adjustable or variable rate loans; and (v) the average duration of our mortgage-backed securities portfolio and other interest-earning assets. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings.

Changes in interest rates could also have a negative impact on our results of operations by reducing the ability of borrowers to repay their current loan obligations or by reducing our margins and profitability. Our net interest margin is the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding. Changes in interest rates-up or down-could adversely affect our net interest margin and, as a result, our net interest income. Although the yield we earn on our assets and our funding costs tend to move in the same direction in response to changes in interest rates, one can rise or fall faster than the other, causing our net interest margin to expand or contract. Our liabilities tend to be shorter in duration than our assets, so they may adjust faster in response to changes in interest rates. As a result, when interest rates rise, our funding costs may rise faster

than the yield we earn on our assets, causing our net interest margin to contract until the yields on interest-earning assets catch up. Changes in the slope of the “yield curve”, or the spread between short-term and long-term interest rates-could also reduce our net interest margin. Normally, the yield curve is upward sloping, meaning short-term rates are lower than long-term rates. Because our liabilities tend to be shorter in duration than our assets, when the yield curve flattens or even inverts, we could experience pressure on our net interest margin as our cost of funds increases relative to the yield we can earn on our assets. Also, interest rate decreases can lead to increased prepayments of loans and mortgage-backed securities as borrowers refinance their loans to reduce borrowing costs. Under these circumstances, we are subject to reinvestment risk as we may have to redeploy such repayment proceeds into lower yielding investments, which would likely hurt our income.

A sustained increase in market interest rates could adversely affect our earnings. As a result of the exceptionally low interest rate environment, an increasing percentage of our deposits have been comprised of deposits bearing no or a relatively low rate of interest and having a shorter duration than our assets. We would incur a higher cost of funds to retain these deposits in a rising interest rate environment. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected.

Changes in interest rates also affect the value of our interest-earning assets, including our securities portfolio. Generally, the fair value of fixed-rate securities fluctuates inversely with changes in interest rates. Unrealized gains and losses on securities available for sale are reported as a separate component of equity, net of tax. Decreases in the fair value of securities available for sale resulting from increases in interest rates could have an adverse effect on shareholders’ equity.

Although management believes it has implemented effective asset and liability management strategies to reduce the potential effects of changes in interest rates on our results of operations, any substantial, unexpected or prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations. Also, our interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of actual interest rate changes on our balance sheet. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Asset and Liability Management and Market Risk,” of this Form 10-K.

Changes in the method of determining the LIBOR or other reference rates may adversely impact the value of loans receivable and other financial instruments we hold that are linked to LIBOR or other reference rates in ways that are difficult to predict and could adversely impact our financial condition or results of operations.

In recent years, concerns have been raised about the accuracy of the calculation of LIBOR. Aspects of the method for determining how LIBOR is formulated and its use in the market have changed and may continue to change. Recent changes to LIBOR administration have included the introduction of statutory regulation of LIBOR by U.K. regulatory authorities; reducing the currencies for which LIBOR is calculated to five; reducing the tenors for which LIBOR is calculated to seven; delaying the publication of individual banks’ LIBOR submissions for three months from submission; requiring banks to provide LIBOR submissions based on an effective methodology on the basis of relevant criteria and information, including observable market transactions where possible; and during July 2017, the Financial Conduct Authority, the financial regulatory body in the United Kingdom which oversees the LIBOR benchmark rate, announced that LIBOR will be replaced at the end of 2021 and that they will work towards developing an alternative benchmark. Each such change and any future changes could impact the availability and volatility of LIBOR. Similar changes have occurred or may occur with respect to other reference rates. It is not currently possible to determine whether, or to what extent, any such changes would impact the value of any loans, and other financial obligations or extensions of credit we hold or that are due to us, that are linked to LIBOR or other reference rates, or whether, or to what extent, such changes would impact our financial condition or results of operations.

Decreased volumes and lower gains on sales of loans could adversely impact our noninterest income.

We originate and sell one- to four-family mortgage loans. Our mortgage banking income is a significant portion of our noninterest income. We generate gains on the sale of one- to four-family mortgage loans pursuant to programs currently offered by Freddie Mac and other secondary market purchasers. Any future changes in their purchase programs, our eligibility to participate in such programs, the criteria for loans to be accepted or laws that significantly affect the activity of such entities could, in turn, materially adversely affect our results of operations.

Further, in a rising or higher interest rate environment, our originations of mortgage loans may decrease, resulting in fewer loans that are available to be sold to investors. This would result in a decrease in mortgage banking revenues and a corresponding decrease in noninterest income. In addition, our results of operations are affected by the amount of noninterest expense associated with mortgage banking activities, such as salaries and employee benefits, occupancy, equipment and data processing expense and other operating costs. During periods of reduced loan demand, our results of operations may be adversely affected to the extent that we are unable to reduce expenses commensurate with the decline in loan originations. In addition, although we sell loans into the secondary market without recourse, we are required to give customary representations and warranties about the loans to the buyers. If we breach those representations and warranties, the buyers may require us to repurchase the loans and we may incur a loss on the repurchase.

We are dependent on key personnel and the loss of one or more of those key persons may materially and adversely affect our prospects.

We rely heavily on the efforts and abilities of our executive officers, and certain other key management personnel, which make up our management team. The loss of the services of any of our current management team could have a material adverse impact on our operations because we would most likely have to search outside of First Federal for qualified replacements. The ability to attract, retain and season replacements to our management team presents risks to executing our business plan. The search for new management may be prolonged as our current market area is considered remote. This characteristic may make it more difficult for us to find qualified replacements willing to relocate to a smaller community like ours. Changes in our current management team and their responsibilities may be disruptive to our business and operations and could have a material adverse effect on our business, financial condition, and results of operations. While we believe that our relationship with our management team is good, we cannot guarantee that all members of our management team will remain with our organization.

If we are unable to effectively integrate new personnel hired to carry out our business plan our business may be adversely affected.

We have recently hired a number of experienced bankers, and we expect to hire additional personnel in order to successfully implement our business plan. The difficulties in hiring and training new personnel include integrating personnel with different business backgrounds and combining different corporate cultures, while retaining other key employees. The process of integrating personnel could cause an interruption of, or loss of momentum in, our operations and the loss of customers and key personnel. In addition, we may not realize expected revenue increases and other projected benefits from the increased emphasis in these areas. Any delays or difficulties encountered in connection with integrating and growing this portion of our operations could have an adverse effect on our business and results of operations or otherwise adversely affect our ability to achieve anticipated results.

Our consideration of whole bank or branch acquisitions may expose us to financial, execution and operational risks that could adversely affect us.

We may evaluate supplementing organic growth by acquiring other financial institutions or their businesses that we believe will help us fulfill our strategic objectives and enhance our earnings. There are risks associated with this strategy, however, including the following:


•	We may be exposed to potential asset quality issues or unknown or contingent liabilities of the financial institutions, businesses, assets and liabilities we acquire. If these issues or liabilities exceed our estimates, our results of operations and financial condition may be materially negatively affected;


•	Our growth initiatives may require us to recruit experienced personnel to assist in such initiatives, which will increase our compensation costs. The failure to identify, hire and retain such personnel would place significant limitations on our ability to execute our growth strategy;


•	Our strategic efforts may divert resources or management’s attention from ongoing business operations and may subject us to additional regulatory scrutiny;

•

The acquisition of other entities generally requires integration of systems, procedures and personnel of the acquired entity into our company to make the transaction economically successful. This integration process is complicated and time consuming and can also be disruptive to the customers of the acquired business. If the integration process is not conducted successfully and with minimal effect on the acquired business and its customers, we may not realize the anticipated economic benefits of particular acquisitions within the expected time frame, and we may lose customers or employees of the acquired business. We may also experience greater than anticipated customer losses even if the integration process is successful;


•	To finance a future acquisition, we may borrow funds, thereby increasing our leverage and diminishing our liquidity, or raise additional capital, which could dilute the interests of our existing shareholders; and


•	We expect our income will increase following our acquisitions; however, we also expect our general and administrative expenses to increase.

We operate in a highly competitive industry.

We face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and may have more financial resources. These competitors primarily include national, regional and Internet banks within the various markets in which we operate. We also face competition from many other types of financial institutions, including savings and loans, credit unions, mortgage banking finance companies, brokerage firms, insurance companies and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Also, technology has lowered barriers to entry and made it possible for nonbanks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Competitors in these nonbank sectors may have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can.

Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability and result in a material adverse effect on our financial condition and results of operations.

We participate in a multiple employer defined benefit pension plan for the benefit of our employees. If we were to withdraw from this plan, or if the plan sponsor requires us to make additional contributions, we could incur a substantial expense which would negatively impact our earnings.

We participate in the Pentegra Defined Benefit Plan for Financial Institutions, a multiple employer pension plan for the benefit of our employees. Effective February 1, 2006, we did not allow additional employees to participate in this plan. On January 31, 2010, we froze the future accrual of benefits under this plan with respect to participating employees. Pentegra, as sponsor of the plan, may request that we make additional contributions to the plan in excess of the contributions that we are regularly required to make, or obtain a letter of credit in favor of the plan, if our financial condition declines to the point that it triggers certain criteria contained in the plan. If we fail to make the contribution or obtain the requested letter of credit, then we may be forced to withdraw from the plan and establish a separate, single employer defined benefit plan at a substantial expense to us and that we anticipate would be underfunded to a similar extent as under the multiple employer plan.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions and limit our ability to get regulatory approval of acquisitions and new branches.

The USA PATRIOT and Bank Secrecy Acts (the "BSA") require financial institutions to develop a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules also require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Regulators are directed to consider a bank holding company’s and a bank’s effectiveness in combating money laundering when reviewing and ruling on applications under the BHCA and the Bank Merger Act. Failure to comply with these regulations could result in fines or sanctions and limit our ability to get regulatory approval of acquisitions and new branch locations. Several banking institutions have received large fines for non-compliance with these laws and regulations. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, no assurance can be given that these policies and procedures will be effective in preventing violations of these laws and regulations. If our policies and procedures are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the denial of regulatory approvals to proceed with certain aspects of our business plan.

Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these results could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

We operate in a highly regulated environment and may be adversely affected by changes in laws and regulations.

We are subject to extensive examination, supervision and comprehensive regulation by the Federal Reserve, the FDIC as insurer of our deposits, and by the DFI. First Northwest Bancorp is subject to regulation and supervision by the Federal Reserve (as a bank holding company) and regulation by the State of Washington (as a Washington corporation). The Bank is subject to regulation and supervision by the FDIC and the DFI. Such regulation and supervision govern the activities in which we may engage, primarily for the protection of depositors and the Deposit Insurance Fund. These regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ability to impose restrictions on an institution’s operations, require additional capital, reclassify assets, determine the adequacy of an institution’s allowance for loan losses and determine the level of deposit insurance premiums assessed. Any future changes to the laws, rules and regulations applicable to us could make compliance more difficult and expensive, or otherwise adversely affect our business, financial condition or prospects.

We are also subject to tax, accounting, securities, insurance, monetary laws and regulations, rules, standards, policies, and interpretations that control the methods by which financial institutions conduct business. These may change significantly over time, which could materially impact our business and have a significant adverse effect on our cost of regulatory compliance and results of operations. Further, changes in accounting standards and their interpretation may materially impact how we report, potentially retroactively, our financial condition and results of operations.

Changes in federal policy and at regulatory agencies are expected to occur over time through policy and personnel changes, which could lead to changes involving the level of oversight and focus on the financial services industry. The nature, timing, and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. If changes to laws, rules and/or regulations applicable to us are made, such changes could offset the otherwise anticipated increase in operating and compliance costs (included in noninterest expense); however, no assurance can be given as to whether such changes will occur or what may result from such changes.

The CFPB, which was created under the Dodd-Frank Act, has issued, and continues to issue, rules related to consumer protection, including The Truth in Lending Act and the Real Estate Settlement Procedures Act Integrated Disclosure (TRID), which combines certain disclosures that consumers receive in connection with applying for and closing a mortgage loan. These CFPB rules, including rules generally prohibiting creditors from extending mortgage loans without regard for the consumer's ability to repay, may adversely affect the volume of mortgage loans that we underwrite and subject us to increased potential liabilities related to such residential loan origination activities. The CFPB has adopted a number of additional requirements and issued additional guidance, including with respect to indirect auto lending, appraisals, escrow accounts and servicing, each of which may entail increased compliance costs.

Our operations rely on numerous external vendors.

We rely on numerous external vendors to provide us with products and services necessary to maintain our day-to-day operations. Accordingly, our operations are exposed to risk that these vendors will not perform in accordance with the contracted arrangements under service level agreements. The failure of an external vendor to perform in accordance with the contracted arrangements under service level agreements because of changes in the vendor's organizational structure, financial condition, support for existing products and services or strategic focus or for any other reason, could be disruptive to our operations, which in turn could have a material negative impact on our financial condition and results of operations. We also could be adversely affected to the extent such an agreement is not renewed by the third party vendor or is renewed on terms less favorable to us.

We are subject to certain risks in connection with our use of technology.

Our security measures may not be sufficient to mitigate the risk of a cyber-attack. Communications and information systems are essential to the conduct of our business, as we use such systems to manage our customer relationships, our general ledger and virtually all other aspects of our business. Our operations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have a security impact. If one or more of these events

occur, this could jeopardize our or our customers’ confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our customers or counterparties. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by us. We could also suffer significant reputational damage.

We support the ability of our customers to transact business through multiple automated methods. As such, we may be susceptible to fraud performed through these technologies.

Security breaches in our Internet banking activities could further expose us to possible liability and damage our reputation. Any compromise of our security also could deter customers from using our Internet banking services that involve the transmission of confidential information. We rely on standard Internet security systems to provide the security and authentication necessary to effect secure transmission of data. These precautions may not protect our systems from compromises or breaches of our security measures, and could result in significant legal liability and significant damage to our reputation and our business.

Our security measures may not protect us from systems failures or interruptions. While we have established policies and procedures to prevent or limit the impact of systems failures and interruptions, there can be no assurance that such events will not occur or that they will be adequately addressed if they do. In addition, we outsource certain aspects of our data processing and other operational functions to certain third-party providers. If our third-party providers encounter difficulties, or if we have difficulty in communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely impacted. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

The occurrence of any failures or interruptions may require us to identify alternative sources of such services, and we cannot assure that we could negotiate terms that are as favorable to us, or could obtain services with similar functionality as found in our existing systems without the need to expend substantial resources, if at all. Further, the occurrence of any systems failure or interruption could damage our reputation and result in a loss of customers and business, could subject us to additional regulatory scrutiny, or could expose us to legal liability. Any of these occurrences could have a material adverse effect on our financial condition and results of operations.

If our enterprise risk management framework is not effective at mitigating risk and loss to us, we could suffer unexpected losses and our results of operations could be materially adversely affected.

Our enterprise risk management framework seeks to achieve an appropriate balance between risk and return, which is critical to optimizing stockholder value. We have established processes and procedures intended to identify, measure, monitor, report, analyze and control the types of risk to which we are subject. These risks include liquidity risk, credit risk, market risk, interest rate risk, operational risk, legal and compliance risk, and reputational risk, among others. We also maintain a compliance program to identify, measure, assess, and report on our adherence to applicable laws, policies and procedures. While we assess and improve these programs on an ongoing basis, there can be no assurance that our risk management or compliance programs, along with other related controls, will effectively mitigate all risk and limit losses in our business. However, as with any risk management framework, there are inherent limitations to our risk management strategies as there may exist, or develop in the future, risks that we have not appropriately anticipated or identified. If our risk management framework proves ineffective, we could suffer unexpected losses and our business, financial condition and results of operations could be materially adversely affected.

We are subject to certain risks in connection with our data management or aggregation.

We are reliant on our ability to manage data and our ability to aggregate data in an accurate and timely manner to ensure effective risk reporting and management. Our ability to manage data and aggregate data may be limited by the effectiveness of our policies, programs, processes and practices that govern how data is acquired, validated, stored, protected and processed. While we continuously update our policies, programs, processes and practices, many of our data management and aggregation processes are manual and subject to human error or system failure. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit our ability to manage current and emerging risks, as well as to manage changing business needs.

Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes.

Our loans to businesses and individuals and our deposit relationships and related transactions are subject to exposure to the risk of loss due to fraud and other financial crimes. Nationally, reported incidents of fraud and other financial crimes have increased, and while we have policies and procedures designed to prevent such losses, there can be no assurance that we will not incur such losses.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

At December 31, 2018 , we had our main administrative office and twelve additional banking locations, for a total of thirteen banking locations, with an aggregate net book value of $12.8 million . The following table sets forth certain information concerning our offices at December 31, 2018 . In the opinion of management, the facilities are adequate and suitable for our needs.



Location	Full Service	Leased or owned	Lease expiration date	Square footage	Net book value at December 31 (1)
					(In thousands)
ADMINISTRATION CENTER
105 W. Eighth Street Port Angeles, Washington 98362		Owned	--	18,913	$2,052

BANKING AND OFFICE LOCATIONS

Downtown Port Angeles 141 W. First Street Port Angeles, Washington 98362		Owned	--	6,912	693

Eastside 1603 E. First Street Port Angeles, Washington 98362	X	Owned	--	3,322	1,638

Sixth Street 227 E. Sixth Street Port Angeles, Washington 98362	X	Owned	--	2,382	429

Sequim Avenue 333 N. Sequim Avenue Sequim, Washington 98382	X	Owned	--	9,376	1,369

Sequim Village Marketplace 1201 W. Washington Street Sequim, Washington 98382	X	Owned	--	5,380	2,707

Forks 131 Calawah Way Forks, Washington 98331	X	Owned	--	2,159	315

Port Townsend 1321 Sims Way Port Townsend, Washington 98368	X	Owned	--	4,637	845

Bucklin Hill (2) 3035 Bucklin Hill Road Silverdale, Washington 98383	X	Leased	12/31/2023	2,200	613



Location	Full Service	Leased or owned	Lease expiration date	Square footage	Net book value at December 31 (1)
					(In thousands)

Barkley Village (3) 1270 Barkley Blvd. Bellingham, Washington 98226	X	Leased	12/31/2035	3,300	871

Fairhaven (4) 960 Harris Avenue, Suite 101 Bellingham, Washington 98225	X	Leased	6/30/2020	1,425	141

Seattle Home Loan Center (5) 1301 Second Avenue, Suite 2601 Seattle, Washington 98101		Leased	10/23/2021	2,199	101

Bainbridge Island (6) 323 NE High School Rd, Suite E-3 Bainbridge Island, Washington 98110	X	Leased	11/19/2027	2,175	1,014

Bellingham Business Center (7) 3101 Newmarket Street, Suite #103 Bellingham, Washington 98226		Leased	4/30/2028	1,730	7


(1)	Net book value includes investment in premises and leaseholds.


(2)	The lease agreement was extended for five years beginning January 2019 with one five-year renewal option thereafter.


(3)	The lease agreement is for twenty years beginning January 2015 with four five-year renewal options thereafter.


(4)	The lease agreement was extended for two years beginning July 2018 with three two-year renewal options thereafter.


(5)	The lease agreement is for five years beginning September 2016.


(6)	The lease agreement is for ten years beginning November 2017.


(7)	The lease agreement is for ten years beginning May 2018 with one five-year renewal option thereafter.

We maintain depositor and borrower customer files on an online basis, utilizing a telecommunications network, portions of which are leased. The book value of all data processing and computer equipment utilized by First Federal at December 31, 2018 , was $471,000 . Management has a business continuity plan in place with respect to the data processing system, as well as First Federal’s operations.

Item 3. Legal Proceedings

The Company and First Federal are involved from time to time in various claims and legal actions arising in the ordinary course of business. There are currently no matters that, in the opinion of management, would have material adverse effect on our consolidated financial position, results of operation, or liquidity.

Item 4. Mine Safety Disclosures

Not applicable

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market, Holder and Dividend Information . Our common stock is listed on The Nasdaq Stock Market LLC’s Global Market, under the symbol “FNWB.” The common stock was issued at a price of $10.00 per share on January 29, 2015, and the Company's common stock commenced trading on The Nasdaq Global Market on January 30, 2015. As of the close of business on March 5, 2019 , there were 11,040,981 shares of common stock issued and outstanding and we had approximately 576 shareholders of record, excluding persons or entities who hold stock in nominee or “street name” accounts with brokers.

The following table sets forth the high and low sales prices of, and dividends paid on, the Company's common stock, provided by the Nasdaq Stock Market, for each quarter during the year ended December 31, 2018 , the six month period ended December 31, 2017 , and the year ended June 30, 2017 , in which the common stock was outstanding. The Company intends to continue paying comparable cash dividends in the foreseeable future.



	High		Low		Cash Dividends Declared and Paid
Year Ended December 31, 2018
First Quarter	$	17.09	$	16.59	$	—
Second Quarter	16.30		15.93		—
Third Quarter	15.57		15.28		—
Fourth Quarter	15.37		14.70		0.03

Six Months Ended December 31, 2017
First Quarter	$	17.28	$	16.30	$	—
Second Quarter	16.50		16.20		—

Year Ended June 30, 2017
First Quarter	$	13.57	$	13.40	$	—
Second Quarter	15.70		15.34		—
Third Quarter	15.62		15.27		—
Fourth Quarter	16.00		15.75		—

Stock Repurchases. On February 4, 2016 , the Company announced that its Board of Directors had authorized the repurchase of up to 523,014 shares of the Company's common stock, representing approximately 4.0% of total shares we issued in our initial stock offering and in conjunction with our transition from a mutual to stock form of ownership, to be used to fund grants of restricted stock under the Company's 2015 Equity Incentive Plan. In addition, on September 27, 2016 and September 26, 2017, the Company announced that its Board of Directors had authorized the repurchase and retirement of up to 1,300,756 and 1,166,659 shares of its common stock, respectively. Both announcements represented a repurchase of approximately 10.0% of total shares outstanding at the time of the announcement. The repurchase programs permit shares to be repurchased in the open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with the SEC's Rule 10b5-1. As of December 31, 2018 , 523,014 shares had been repurchased at an average cost of $13.07 per share representing all of the shares authorized for repurchase under the Company's 2015 Equity Incentive Plan. In addition, 1,162,100 shares at an average cost of $14.41 per share had been repurchased and retired, representing all of the shares authorized for repurchase pursuant to the September 27, 2016 stock repurchase plan, and 663,613 shares at an average cost of $16.10 per share had been repurchased and retired pursuant to the September 26, 2017 stock repurchase plan. The following table provides information regarding repurchases of the Company's common stock during the quarter ended December 31, 2018 .



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plan	Maximum Number of Shares that May Yet Be Repurchased Under the Plan
October 1, 2018 - October 31, 2018	13,600	$	14.70	13,600	690,046
November 1, 2018 - November 30, 2018	138,600	15.41		138,600	551,446
December 1, 2018 - December 31, 2018	48,400	15.24		48,400	503,046
Total	200,600	$	15.32	200,600

Equity Compensation Plan Information. The equity compensation plan information presented under subparagraph (d) in Part III, Item 12 of this report is incorporated herein by reference.

Performance Graph. Our shares of common stock began trading on the Nasdaq Stock Market LLC's Global Market on January 30, 2015. Accordingly, no comparative stock performance information is available for periods ending prior to this date. The following performance graph compares the Company's cumulative total shareholder return on the Company’s Common Stock since the beginning of trading on January 30, 2015, with the cumulative total return on the NASDAQ Composite Index and a peer group of the SNL Thrift Index for all periods indicated. Total return assumes the reinvestment of all dividends and that the value of Common Stock and each index was $100 on January 30, 2015 , and is the base amount used in the graph. The closing price of First Northwest Bancorp's common stock on December 31, 2018 was $14.83 . Historical stock price performance is not necessarily indicative of future stock price performance.



	Period Ended
Index	1/30/2015		6/30/2015		6/30/2016		6/30/2017		12/31/2017		12/31/2018
First Northwest Bancorp	$	100.00	$	102.38	$	104.60	$	129.47	$	133.83	$	124.63
NASDAQ Composite	100.00		108.15		106.34		136.43		154.17		149.80
SNL Thrift Index	100.00		115.02		115.84		136.37		144.12		120.72

Item 6. Selected Financial Data

The following table sets forth certain information concerning our consolidated financial position and results of operations at and for the dates indicated and have been derived from our audited consolidated financial statements. The information below is qualified in its entirety by the detailed information included elsewhere herein and should be read along with Item 7., “Management's Discussion and Analysis of Financial Condition and Results of Operations” and Item 8., “Financial Statements and Supplementary Data” included in this Form 10-K.



	December 31,				June 30,
	2018		2017		2017		2016		2015		2014
Selected Financial Condition Data:	(In thousands)
Total assets	$	1,258,758	$	1,215,659	$	1,087,676	$	1,010,102	$	936,802	$	795,292
Cash and cash equivalents	26,323		36,801		24,292		22,650		45,030		18,960
Loans receivable, net ⁽¹⁾	863,852		779,111		726,786		619,844		487,887		496,184
Investment securities available for sale	262,967		290,242		228,593		267,857		299,040		178,972
Investment securities held to maturity	43,503		50,126		51,872		56,038		61,524		53,244
Real estate owned and repossessed assets	124		23		104		81		1,914		810
Deposits	940,260		885,032		823,760		723,287		647,164		600,399
Borrowings	136,552		144,100		77,427		80,672		90,033		105,133
Total shareholders' equity	172,264		177,045		177,721		189,741		190,681		80,995



	Year Ended		Six Months Ended
	December 31,		December 31,		Year Ended June 30,
	2018		2017		2016		2015		2015			2014
Selected Operations Data:	(In thousands, except per share data)
Total interest income	$	45,805	$	20,286	$	36,804	$	32,172	$	27,487		$	26,559
Total interest expense	9,013		3,293		5,159		4,770		4,592			4,729
Net interest income	36,792		16,993		31,645		27,402		22,895			21,830
Provision for loan losses	1,174		200		1,260		233		0			1,307
Net interest income after provision for loan losses	35,618		16,793		30,385		27,169		22,895			20,523
Net gain on sale of loans	577		499		757		234		548			762
Net gain on sale of investment securities	77		229		—		1,567		—			112
Impairment losses on investment securities, net	—		—		—		—		—			—
Other noninterest income	5,265		2,327		5,417		4,376		4,159			4,116
Total noninterest income	5,919		3,055		6,174		6,177		4,707			4,990
Total noninterest expense	32,857		16,147		29,779		27,897		33,046			22,105
Income (loss) before provision (benefit) for income taxes	8,680		3,701		6,780		5,449		(5,444		)	3,408
Provision (benefit) for income taxes	1,575		2,042		1,662		1,457		(354		)	740
Net income (loss)	$	7,105	$	1,659	$	5,118	$	3,992	$	(5,090	)	$	2,668
Basic earnings per share	$	0.69	$	0.16	$	0.46	$	0.33	$	(0.42	)	$	—
Diluted earnings per share	$	0.68	$	0.16	$	0.46	$	0.33	$	(0.42	)	$	—

_____________


(1)	Net of allowances for loan losses, loans in process, purchase discounts and deferred loan fees.



	At or for the Year Ended December 31,			At or for the Six Months Ended December 31,			At or For the Year Ended June 30,
	2018			2017			2017			2016			2015			2014
	(Dollars in thousands)
Selected Financial Ratios and Other Data:
Performance ratios:
Return (loss) on average assets ⁽¹⁾	0.58		%	0.29		%	0.48		%	0.41		%	(0.58		)%	0.34	%
Return (loss) on average equity ⁽¹⁾	4.09			1.86			2.81			2.09			(3.92		)	3.33
Dividend payout ratio	4.71			—			—			—			—			—
Average interest rate spread	2.98			2.96			3.00			2.78			2.65			2.84
Net interest margin ⁽²⁾	3.20			3.15			3.18			2.98			2.79			2.94
Efficiency ratio ⁽³⁾	76.9			80.5			78.7			83.1			119.7			82.4
Average interest-earning assets to average interest-bearing liabilities	129.3			132.1			134.3			138.0			125.3			116.4
Book value per common share	$	15.42		$	15.02		$	14.93		$	14.97		$	14.56		n/a

Asset quality ratios:
Nonperforming assets to total assets at end of period ⁽⁴⁾	0.1		%	0.1		%	0.2		%	0.3		%	0.8		%	0.9	%
Nonperforming loans to total loans ⁽⁴⁾	0.2			0.2			0.3			0.5			1.0			1.2
Allowance for loan losses to nonperforming loans ⁽⁵⁾	553.3			570.7			445.1			222.3			145.6			135.3
Allowance for loan losses to total loans	1.1			1.1			1.2			1.2			1.4			1.6
Net charge-offs to average outstanding loans	—			—			—			—			0.2			0.3

Capital ratios:
Equity to total assets at end of period	13.7		%	14.6		%	16.3		%	18.8		%	20.4		%	10.2	%
Average equity to average assets	14.3			15.6			17.3			19.7			14.9			10.1

Other data:
Number of full service offices ⁽⁶⁾	10			12			11			10			9			10
Full-time equivalent employees	201			204			204			178			157			169

__________


(1)	Net income was annualized for the six months ended December 31, 2017.


(2)	Net interest income, annualized for the six months ended December 31, 2017, divided by average interest-earning assets.


(3)	Total noninterest expense as a percentage of net interest income and total other noninterest income.


(4)	Nonperforming assets consists of nonperforming loans (which include nonaccruing loans and accruing loans more than 90 days past due), foreclosed real estate and repossessed assets.


(5)	Nonperforming loans consists of nonaccruing loans and accruing loans more than 90 days past due.


(6)	Effective July 1, 2015, our branch in Poulsbo was closed and all accounts were moved to the new location in Silverdale.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

First Northwest is a bank holding company which primarily engages in the business activity of its subsidiary, First Federal. First Federal is a community-oriented financial institution serving Clallam, Jefferson, Kitsap, Whatcom, and King counties in Washington, through its thirteen banking locations. We offer a wide range of

products and services focused on the lending and depository needs of the communities we serve. While we have a large concentration of first lien one- to four-family mortgage loans, we have increased our origination of commercial real estate, multi-family real estate, and construction loans, and have increased our indirect auto lending and purchased auto loan programs, in order to diversify our portfolio and increase interest income. We continue to originate one- to four-family residential mortgage loans and may sell conforming loans into the secondary market to increase noninterest income and improve our interest rate risk or retain select loans in our portfolio to enhance 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 our lending and investing activities.

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 earned on our loans and investments and interest expense paid 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.

Our Business and Operating Strategy

Our operating strategy is focused on diversifying our loan portfolio, expanding our deposit product offerings, and enhancing our infrastructure. Certain highlights of our operations in recent years are as follows:

•

Expanding our footprint. We have opened four new full-service branches in Silverdale, Bellingham, and Bainbridge Island, Washington and a Home Lending Center (“HLC”) in Seattle, Washington. Through these new locations, we have realized growth in deposits and expanded our ability to secure customer relationships and lending opportunities outside of our historic market areas in the North Olympic Peninsula. We utilize interactive teller machines, and we continue to explore the use of technology as a way to expand our footprint and provide meaningful services to our customers.

•

Repositioning the loan portfolio . We have significantly increased the origination of commercial real estate, multi-family real estate, and construction and land loans as well as increased our portfolio of auto loans through our indirect auto lending program and our purchased auto loan program. This has been done to increase the yield on our loan portfolio, reduce our exposure to interest rate risk, and shorten the maturity of the loan portfolio.

•

Adding new deposit capabilities . In addition to traditional consumer and business deposit products, we offer remote deposit capture, consumer and business on-line banking, consumer and business mobile banking, and have recently upgraded our commercial on-line banking capabilities in order to attract more business deposit customers. At our new branch locations in Silverdale, Bainbridge Island, and Bellingham, Washington, and at our main administrative building and downtown locations in Port Angeles, Washington, we have implemented interactive teller machines, allowing our customers to conduct business with a teller through a video monitor. We remain committed to maintaining competitive deposit products and services.


•	Enhancing our infrastructure . We have focused on upgrading our infrastructure, both in terms of equipment and personnel, in order to support our changing lending and deposit capabilities and position ourselves for growth.

Our objective is to develop First Federal into an independent, high performing bank focused on meeting the needs of individuals, small businesses and community organizations throughout our market areas with our exceptional service and competitive products. We intend to implement these strategies to achieve our objective:

•

Increasing our portfolio of higher yielding commercial loans. Through increased loan originations and purchases, we intend to increase our loan to deposit ratio and the percentage of our loan portfolio consisting of higher-yielding commercial real estate and commercial business loans. These loan categories offer higher risk-adjusted returns, shorter maturities and more sensitivity to interest rate fluctuations than traditional fixed-rate, one- to four-family residential loans. Our commercial and multifamily real estate and commercial business loans have increased from $190.7 million , or 37.8% of total loans, at June 30, 2014 , to $354.5 million , or 40.8% of total loans, at December 31, 2018 . The increase resulted in part from developing relationships with new loan referral sources, including our Board of Directors and loan brokers, pursuing loan purchase and participation opportunities, competing successfully in new and existing markets, and benefiting from the improvement of the economy in northwestern Washington. We have also increased our lending for construction and land loans, consisting primarily of commercial real estate and multi-family construction. Our construction and land loans have increased to $54.1 million at December 31, 2018 compared to $20.5 million at June 30, 2014 .

•

Increasing our portfolio of auto and other loans. Over the past four years, we have actively participated and grown an indirect lending program with auto dealerships within the markets where we have branch locations. In the past year, we also began purchasing auto loans from a company that underwrites high-end and classic auto loans for borrowers with exemplary credit. These loans are typically longer duration but have had historically low loss rates. We believe the combination of these two sources of auto lending programs will help to increase interest income, shorten maturities, and manage interest rate risk.

•

Maintaining our focus on asset quality. We believe that strong asset quality is a key to our long-term financial success. We are focused on monitoring existing performing loans, resolving nonperforming loans, and selling foreclosed assets. Nonperforming assets have decreased from $6.8 million at June 30, 2014 , to $1.8 million at December 31, 2018 . The level of our nonperforming assets has been reduced through write-downs, collections, modifications, and sales of real estate owned and repossessed assets. We have taken proactive steps to resolve our nonperforming loans, including negotiating repayment plans, forbearances, loan modifications and loan extensions with our borrowers when appropriate. We have also accepted short payoffs on delinquent loans, particularly when such payoffs result in a smaller loss to us than foreclosure. We also retain the services of independent firms to periodically review segments of our loan portfolio and provide comments regarding our loan policies and procedures.

•

Attracting core deposits and other deposit products. Our strategy is to emphasize relationship banking with our customers to obtain a greater share of their deposits, with specific emphasis on their core transaction accounts. We believe this emphasis will help to increase our level of core deposits and locally-based retail certificates of deposit. In addition to our retail branches, we maintain state-of-the-art technology-based products, such as on-line personal financial management, business online banking, business remote deposit products, mobile remote deposit services through smartphones and tablets, account-to-account transfer services between First Federal and other banks, and person to person funds transfer through smartphones and tablets that enable us to compete effectively with banks of all sizes. We enhanced our integrated mobile banking platform by introducing applications for both smartphones and tablets, upgraded our business on-line banking platform, and extended banking hours through the use of interactive teller machines.

•

Expanding our market presence and capturing business opportunities resulting from changes in the competitive environment. By delivering high quality, customer-focused products and services, we believe we can attract additional borrowers and depositors and thus increase our market share and revenue generation in our primary market area. We intend to continue our franchise growth by opening new branch locations, and we also expect that community bank consolidation will continue to take place and may consider acquiring individual branches or other banks. We do not, however, currently have any understandings or agreements regarding any specific acquisitions and will be disciplined when evaluating and deciding on future acquisitions, recognizing that there may also be opportunity for increasing our market share as a result of customer dissatisfaction from other transactions or changes in strategy of market competitors. Our primary focus for expansion will be in northwestern Washington, although we may consider opportunities that arise in other parts of Western Washington.


•	Hiring experienced employees with a customer sales and service focus. Our goal is to compete by relying on the strength of our customer service and relationship building. We believe that our ability to continue to attract and retain banking professionals who have a significant knowledge of existing and new

market areas, possess strong business banking sales and service skills, and maintain a focus on community relationships will enhance our success. We intend to hire additional lenders and business development officers who are established in their communities to enhance our market position and add profitable growth opportunities.

Critical Accounting Policies

We have certain accounting policies that are important to the assessment of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy and changes in the financial condition of borrowers. Our accounting policies are discussed in detail in Note 1 of the Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data."

The following represent our critical accounting policies:

Allowance for Loan Losses . The allowance for loan losses is the amount estimated by management as necessary to cover losses inherent in the loan portfolio as of balance sheet date. The allowance is established through the provision for loan losses, which is charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are: the likelihood of default; the loss exposure at default; the amount and timing of future cash flows on impaired loans; the value of collateral; and the determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews, and the Board of Directors approves, at least quarterly, the level of the allowance and the provision for loan losses based on past loss experience, current economic conditions and other factors related to the collectability of the loan portfolio. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic or other conditions differ substantially from the assumptions used in making the evaluation. In addition, the FDIC and the DFI, as an integral part of their examination process, periodically review our allowance for loan losses and may require us to recognize adjustments to the allowance based on their judgment about information available at the time of their examination. A large loss could deplete the allowance and require increased provisions for loan losses to replenish the allowance, which would adversely affect earnings. See Note 3 of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."

Mortgage Servicing Rights. We record mortgage servicing rights on loans originated and subsequently sold into the secondary market. We stratify our capitalized mortgage servicing rights based on the type, term and interest rates of the underlying loans. Mortgage servicing rights are initially recognized at fair value. The value is determined through a discounted cash flow analysis, which uses interest rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management judgment. If our assumptions prove to be incorrect, the value of our mortgage servicing rights could be negatively affected. See Notes 1 and 6 to the Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data."

Income Taxes . Management makes estimates and judgments to calculate certain tax liabilities and to determine the recoverability of certain deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenues and expenses. We also estimate a valuation allowance for deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. These estimates and judgments are inherently subjective. In evaluating the recoverability of deferred tax assets, management considers all available positive and negative evidence, including past operating results, recent cumulative losses - both capital and operating - and the forecast of future taxable income, both capital gains and operating. In determining future taxable income, management makes assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require judgments about future taxable income and are consistent with the plans and estimates to manage our business. Any reduction in estimated future taxable income may require us to record a valuation allowance against deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on future earnings.

Fair Value. Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

New Accounting Pronouncements

For a discussion of new accounting pronouncements and their impact on the Company, see Note 1 of the Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data."

Comparison of Financial Condition at December 31, 2018 and December 31, 2017

Assets . Total assets increased $43.1 million , or 3.5% , to $1.3 billion at December 31, 2018 , from $1.2 billion at December 31, 2017 , primarily due to an increase in net loans receivable of $84.8 million , or 10.9% , to $863.9 million at December 31, 2018 from $779.1 million at December 31, 2017 , partially offset by a decrease of $33.9 million , or 10.0% , in total investment securities to $306.5 million at December 31, 2018 from $340.4 million at December 31, 2017 .

Total loans, excluding loans held for sale, increased $83.6 million , or 10.6% , during the year ended December 31, 2018 .

During the year ended December 31, 2018 , auto and other consumer loans increased $59.3 million , or 211.0% , primarily as a result of auto loans originated through our indirect auto lending program and purchased through our purchased auto loan program. The balance of multi-family and commercial real estate loans increased $58.9 million , or 21.3% , consisting mainly of an increase in commercial real estate loans of $50.2 million . During this period, commercial business loans and home equity loans increased $2.6 million and $844,000 , respectively.

One- to four-family residential loans decreased $19.2 million , or 5.4% , as sales and normal repayment and amortization activity outpaced origination activity during the year. During the year ended December 31, 2018 , we sold $21.2 million of residential loans in the secondary market. We continue to strive for origination growth from our HLC with the intention of retaining in our portfolio originations of one- to four-family residential loans in order to meet our loan growth objectives while selling off excess production into the secondary market; however, the growth expectations of our HLC have not been as robust as originally anticipated. We continue to strive to change the mix of earning assets away from one- to four-family residential loans but intend to continue to focus on the origination of these types of loans in order expand our noninterest income through gain on sales.

Construction and land loans decreased $17.0 million , or 23.9% , to $54.1 million at December 31, 2018 from $71.1 million at December 31, 2017 . There were $57.0 million in undisbursed construction commitments at December 31, 2018 compared to $59.4 million at December 31, 2017 . Undisbursed construction commitments at December 31, 2018 included $18.0 million of mainly custom one- to four-family residential construction located primarily in the North Olympic Peninsula; $28.0 million multi-family construction located in the Puget Sound region; and $11.0 million commercial real estate construction located in the Puget Sound Region consisting of $1.9 million of speculative construction, and $837,000 of other commercial real estate. Our construction loans are geographically disbursed throughout the state of Washington, and we manage our construction lending by utilizing the assistance of a licensed third party vendor.

During the year ended December 31, 2018 , the Company originated $253.4 million of loans, of which $163.4 million , or 64.5% , were originated in the Puget Sound region, $85.6 million , or 33.8% , in the North Olympic Peninsula region, and $4.3 million , or 1.7% , in other areas in Washington.

Our allowance for loan losses increased $773,000 , or 8.8% , to $9.5 million at December 31, 2018 from $8.8 million at December 31, 2017 , and the allowance for loan losses as a percentage of total loans was 1.1% at both December 31, 2018 and 2017 . There was no material change in our allowance for loan losses as a percentage of total loans during the year ended December 31, 2018 as our asset quality has remained stable. We believe our allowance for loan losses is adequate, with normal fluctuations in the balance of nonperforming assets and other credit quality measures expected as we increase the balance of our loan portfolio.

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



	December 31, 2018			December 31, 2017
	(In thousands)
Real Estate:
One- to four-family	$	336,178		$	355,391
Multi-family	82,331			73,767
Commercial real estate	253,235			202,956
Construction and land	54,102			71,145
Total real estate loans	725,846			703,259

Consumer:
Home equity	37,629			38,473
Auto and other consumer	87,357			28,106
Total consumer loans	124,986			66,579

Commercial business loans	18,898			16,303

Total loans	869,730			786,141
Less:
Net deferred loan fees	292			724
Premium on purchased loans, net	(3,947		)	(2,454		)
Allowance for loan losses	9,533			8,760
Total loans receivable, net	$	863,852		$	779,111

Nonperforming loans increased $188,000 , or 12.2% , during the year ended December 31, 2018 . This increase was mainly the result of increases in nonperforming auto and other consumer loans of $186,000 and commercial business loans of $173,000 , partially offset by a decrease in nonperforming commercial real estate loans of $245,000 . Increased nonperforming loans in auto and other consumer loans is mainly attributable to growth in loans originated as part of our indirect auto lending program, which has resulted in a higher number of loan defaults as compared to the prior year. We had a nonperforming commercial business loan at December 31, 2018 that has been subsequently paid down during the first quarter of 2019. Nonperforming loans to total loans was 0.2% at both December 31, 2018 and December 31, 2017 . Real estate owned and repossessed assets increased $101,000 , or 439.1% , to $124,000 at December 31, 2018 , from $23,000 at December 31, 2017 . The allowance for loan losses as a percentage of nonperforming loans decreased to 553.3% at December 31, 2017 from 570.7% at December 31, 2017 as result of the increase in nonperforming loans.

At December 31, 2018 , there were $3.7 million in restructured loans, of which substantially all were performing in accordance with their modified payment terms and returned to accrual status. Classified loans, consisting solely of substandard loans, decreased by $3.3 million , or 49.3% , to $3.4 million at December 31, 2018 , from $6.7 million at December 31, 2017 . The change in classified loans was mainly the result of a decrease in substandard commercial real estate loans as the Bank continued to work with its borrowers to assure satisfactory repayment.

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



	December 31, 2018			December 31, 2017
	(In thousands)
Nonaccruing loans:
Real estate loans:
One- to four-family	$	759		$	681
Commercial real estate	133			378
Construction and land	44			52
Total real estate loans	936			1,111

Commercial business loans:	173			—

Consumer loans:
Home equity	369			365
Other	245			59
Total consumer loans	614			424

Total nonaccruing loans	1,723			1,535

Real estate owned:
One- to four-family	—			—
Commercial real estate	72			—
Construction and land	—			—
Total real estate owned	72			—

Repossessed automobiles and recreational vehicles	52			23

Total nonperforming assets	$	1,847		$	1,558

TDR loans:
One- to four-family	$	2,442		$	3,341
Multi-family	110			115
Commercial real estate	663			910
Total real estate loans	3,215			4,366

Home equity	258			270
Commercial business	272			283
Total restructured loans	$	3,745		$	4,919

Nonaccrual and 90 days or more past due loans as a percentage of total loans	0.2		%	0.2		%
Nonperforming TDRs included in total nonaccruing loans and total restructured loans above	$	84		$	393

Total investment securities decreased $33.9 million , or 10.0% , to $306.5 million at December 31, 2018 , from $340.4 million at December 31, 2017 , primarily as a result of sales, prepayment activity, and normal amortization, partially offset by new investment purchases during the year. The average repricing term of our investment securities portfolio was estimated at 3.7 years as of December 31, 2018 , as compared to 3.5 years as of December 31, 2017 . We anticipate the investment portfolio will continue to provide additional interest income, as well as a source of liquidity to fund loan growth and a means with which to manage interest rate risk.

Mortgage-backed securities represent the largest portion of our investment securities portfolio and totaled $185.3 million at December 31, 2018 , a decrease of $15.6 million , or 7.8% , from $200.9 million at December 31, 2017 . Other investment securities, including municipal bonds and other asset-backed securities, were $121.1 million at December 31, 2018 , a decrease of $18.4 million , or 13.2% from $139.5 million at December 31, 2017 . The investment portfolio, including mortgage-backed securities, had an estimated projected average life of 5.0 years and

5.3 years as of December 31, 2018 and December 31, 2017 , respectively, based on the interest rate environment at those times. At December 31, 2018 , the investment portfolio contained 91.5% of amortizing securities, compared to 85.0% at December 31, 2017 , and the projected average life of our securities may vary due to prepayment activity, which, particularly in the mortgage-backed securities portfolio, is generally affected by changing interest rates. We continue to focus on growing our loan portfolio and improving our earning asset mix over the long term, as evidenced by the decrease in investment securities and increase in net loans receivable during the year; however, we may purchase investment securities as a source of additional interest income and also in lieu of carrying higher cash balances at nominal interest rates. For additional information, see Note 2 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

Liabilities. Total liabilities increased $47.9 million , or 4.6% , to $1.1 billion at December 31, 2018 , from $1.0 billion at December 31, 2017 , primarily due to increases in deposits. Borrowings decreased $7.5 million or 5.2% , to $136.6 million at December 31, 2018 from $144.1 million at December 31, 2017 . At December 31, 2018 , we had $60.0 million of long term FHLB advances and $76.6 million in short term advances maturing in three months or less.

Deposit account balances increased $55.3 million , or 6.2% , to $940.3 million at December 31, 2018 , from $885.0 million at December 31, 2017 . Transaction, savings, and money market account deposits increased $33.1 million , or 5.1% , to $678.9 million at December 31, 2018 from $645.8 million at December 31, 2017 . Certificates of deposit increased $22.1 million , or 9.2% , during this period. Deposit account increases were the result of increases in consumer and commercial deposit account balances of $32.9 million and $22.3 million , respectively, during the year, as we continued to develop customer relationships throughout all our market areas.

Equity . Total shareholders' equity decreased $4.7 million , or 2.7% , to $172.3 million at December 31, 2018 , from $177.0 million at December 31, 2017 . This decrease during the year resulted from a decrease of $10.0 million related to our repurchase of shares, a decrease of $3.2 million due to the change in accumulated other comprehensive loss related to the change in unrealized market value of available for sale securities, net of tax, and dividends paid of $335,000 . These decreases were partially offset by net income of $7.1 million and an increase of $1.6 million related to our stock-based compensation plans. During the year ended December 31, 2018 , we repurchased 623,813 shares of common stock at an average cost of $16.03 per share, pursuant to the Company's stock repurchase plan.

Comparison of Results of Operations for the Year Ended December 31, 2018 and Twelve Months Ended December 31, 2017

General. The Company changed its fiscal year end from June 30 to December 31, resulting in a six-month transition period from July 1, 2017 to December 31, 2017. Management's Discussion and Analysis for the Comparison of Results of Operations for the year ended December 31, 2018, uses the twelve months ended December 31, 2017, unaudited, for comparison purposes. Management believes this comparison of like periods is most useful to investors and other readers of this Form 10-K document, rather than a comparison of the six months ended December 31, 2017 and 2018 or a comparison of the year ended June 30, 2017 to the year ended December 31, 2018.

The following table shows the Results of Operations for the year ended December 31, 2018 and the twelve months ended December 31, 2017, as well as the six-month periods ended on those same dates.



	For the Twelve Months Ended December 31,				For the Six Months Ended December 31,
	2018		2017		2018		2017
	(In thousands, except per share data)
			(Unaudited)		(Unaudited)
Interest income	$	45,805	$	39,629	$	23,678	$	20,286
Interest expense	9,013		6,011		5,017		3,293
Net interest income	36,792		33,618		18,661		16,993
Provision for loan losses	1,174		700		469		200
Net interest income after provision for loan losses	35,618		32,918		18,192		16,793
Noninterest income	5,919		6,455		3,032		3,055
Noninterest expense	32,857		31,584		16,284		16,147
Income before provision for income taxes	8,680		7,789		4,940		3,701
Provision for income taxes	1,575		2,851		884		2,042
Net income	$	7,105	$	4,938	$	4,056	$	1,659

Basic earnings per share	$	0.69	$	0.46	$	0.40	$	0.16

Diluted earnings per share	$	0.68	$	0.46	$	0.40	$	0.16

Basic weighted average common shares outstanding	10,331,902		10,701,020		10,201,459		10,606,798

Diluted weighted average common shares outstanding	10,434,437		10,792,607		10,263,664		10,703,081



	For the Twelve Months Ended December 31,						For the Six Months Ended December 31,
	2018			2017			2018			2017
	(In thousands)
				(Unaudited)			(Unaudited)
Net cash from operating activities	$	13,337		$	10,431		$	7,124		$	4,959
Net cash from investing activities	(60,725		)	(158,870		)	(55,218		)	(117,987		)
Net cash from financing activities	36,910			162,590			51,533			125,537
Net increase (decrease) in cash and cash equivalents	(10,478		)	14,151			3,439			12,509
Cash and cash equivalents, beginning of period	36,801			22,650			22,884			24,292
Cash and cash equivalents, end of period	$	26,323		$	36,801		$	26,323		$	36,801

Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest on deposits and borrowings	$	8,817		$	5,890		$	4,870		$	3,176
Income taxes	1,020			1,506			770			661



	As of or For the Twelve Months Ended December 31,				As of or For the Six Months Ended December 31,
	2018		2017		2018		2017
			(Unaudited)		(Unaudited)
Selected Performance Ratios:
Return on average assets	0.58	%	0.44	%	0.66	%	0.29	%
Return on average equity	4.09		2.76		4.70		1.86
Average interest rate spread	2.98		3.02		2.97		2.96
Net interest margin ⁽¹⁾	3.20		3.21		3.22		3.15
Efficiency ratio ⁽²⁾	76.9		78.8		75.1		80.5
Average interest-earning assets to average interest-bearing liabilities	129.3		132.6		129.8		132.1


(1) Net interest income divided by average interest-earning assets.
(2) Total noninterest expense as a percentage of net interest income and total other noninterest income.

The Company had net income for the year ended December 31, 2018 of $7.1 million , compared to net income of $4.9 million for the twelve months ended December 31, 2017 , an increase of $2.2 million , or 44.9% . The increase in net income was primarily due to an increase in net interest income and a decrease in the provision for income taxes, partially offset by an increase in noninterest expense. We earned $0.69 per common and $0.68 per diluted share for year ended December 31, 2018 as compared to $0.46 per common and diluted share for the twelve months ended December 31, 2017 . The increase in earnings per share year over year was the result of an increase in net income combined with lower weighted-average common shares outstanding of 10,331,902 basic and 10,434,437 diluted shares in 2018 , compared to 10,701,020 basic and 10,792,607 diluted shares for the same period in 2017 . The decrease in average shares year over year is due to our share repurchase program coupled with changes to our share-based compensation plans.

Net Interest Income. Net interest income increased $3.2 million to $36.8 million for the year ended December 31, 2018 , from $33.6 million for the twelve months ended December 31, 2017 , mainly as the result of an increase in interest income related to the increase in the average balance of loans receivable.

The net interest margin was 3.20% for the year ended December 31, 2018 , and 3.21% for the twelve months ended December 31, 2017 . The net interest margin remained relatively the same during the year mainly because the average cost of interest-bearing liabilities increased slightly more than the yield on interest-earning assets in 2018 as compared to 2017. The increase in the average balance of loans receivable of $97.5 million coupled with the decrease in the average balance of investment securities of $22.9 million , changed the mix of interest-earning assets favorably in 2018 as compared to 2017, which helped to mitigate our rising cost of funds during the year.

Of the $3.2 million increase in net interest income during the year ended December 31, 2018 compared to the twelve months ended December 31, 2017 , $2.9 million was the result of an increase in volume and $230,000 was due to changes in rates. As noted above, loans receivable was the main contributor to the increase in net interest income with $4.2 million due to an increase in average volumes and $885,000 due to increases in rates.

The cost of average interest-bearing liabilities increased to 1.01% for the year ended December 31, 2018 , compared to 0.76% for the same period last year, due primarily to higher average balances and rates paid on certificates of deposit and FHLB borrowings compared to the prior period.

Interest Income. Interest income increased $6.2 million , or 15.7% , to $45.8 million for the year ended December 31, 2018 from $39.6 million for the comparable period in 2017 , primarily due to an increase in the average balance of loans receivable. Interest and fees on loans receivable increased $5.1 million , to $36.4 million for the year ended December 31, 2018 from $31.3 million for the twelve months ended December 31, 2017 . Average loan yields increased 11 basis points compared to the twelve months ended December 31, 2017 , as we continued to increase our balance of higher yielding loans, such as commercial real estate and business loans. We also benefited from increases in short-term interest rates on our adjustable rate loans, such as construction, commercial business, and home equity lines of credit.

Interest income on investment securities increased $936,000 to $3.8 million for the year ended December 31, 2018 compared to $2.9 million for the twelve months ended December 31, 2017 , due to a $22.9 million increase in the average balance of investment securities to $125.3 million for the year ended December 31, 2018 compared to $102.4 million for the twelve months ended December 31, 2017 , and an increase in average yield of 23 basis points compared to the same period in 2017 . The change in average yields on investment securities does not include the benefit of nontaxable income from municipal bonds. Interest income on mortgage-backed and related securities decreased $97,000 to $5.0 million for the year ended December 31, 2018 from $5.1 million for the twelve months ended December 31, 2017 , commensurate with a decline in the average balance of 21.4 million and an increase in average yield of 23 basis points .

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



	Twelve Months Ended December 31,
	2018			2017
	Average Balance Outstanding		Yield	Average Balance Outstanding		Yield	Increase/ (Decrease) in Interest Income
	(Dollars in thousands)
Loans receivable, net	$	819,372	4.45%	$	721,871	4.34%	$	5,101
Investment securities	125,259		3.06	102,390		2.83	$	936
Mortgage-backed securities	186,933		2.69	208,325		2.46	$	(97	)
FHLB stock	6,824		4.56	5,234		2.77	$	166
Interest-bearing deposits in banks	10,081		1.85	10,743		1.08	$	70
Total interest-earning assets	$	1,148,469	3.99%	$	1,048,563	3.78%	$	6,176

Interest Expense. Total interest expense increased $3.0 million , or 49.9% , to $9.0 million for the year ended December 31, 2018 , compared to $6.0 million for the twelve months ended December 31, 2017 , due to an increase in deposit costs of $2.0 million , or 58.9% and an increase in borrowing costs of $1.0 million . Deposit costs increased for the year ended December 31, 2018 mainly due to increasing interest rates and more customers placing deposit dollars into higher-yielding certificates of deposit. The average balance of interest-bearing deposits increased $62.1 million , or 9.0% , to $753.0 million for the year ended December 31, 2018 from $690.9 million for the twelve months ended December 31, 2017 , as we continued to target growth in deposits in new and existing market areas. During the year ended December 31, 2018 , the cost of certificates of deposit increased $1.3 million due to an increase in average balance of $41.2 million and an increase in the average rate paid of 33 basis points while the cost of money market accounts increased $287,000 due to an increase in the average rate paid of 10 basis points, compared to the twelve months ended December 31, 2017 . During the year ended December 31, 2018 , there was an increase in the average balance of savings accounts of $16.6 million and an increase in the average rate paid of 0.27% , as we offered higher priced savings accounts in expansion markets during the year. The average balance of transaction accounts increased $1.5 million compared to the prior year. The average cost of all deposit products increased to 0.71% for the year ended December 31, 2018 from 0.49% for the twelve months ended December 31, 2017 , as we paid higher rates to attract new and retain existing deposit balances and customer relationships during the year. Borrowing costs increased 40.1% , due to an increase in the average balance of borrowings of $35.4 million , or 35.5% , to fund our growth coupled with an increase in the average rate paid of 9 basis points .

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



	Twelve Months Ended December 31,
	2018			2017			Increase/ (Decrease) in Interest Expense
	Average Balance Outstanding		Rate	Average Balance Outstanding		Rate	Increase/ (Decrease) in Interest Expense
	(Dollars in thousands)
Savings accounts	$	116,386	0.32%	$	99,768	0.05%	$	317
Transaction accounts	113,208		0.07	111,715		0.02	56
Money market accounts	276,573		0.41	273,811		0.31	287
Certificates of deposit	246,789		1.53	205,594		1.20	1,293
Borrowings	135,157		2.71	99,788		2.62	1,049
Total interest-bearing liabilities	$	888,113	1.01%	$	790,676	0.76%	$	3,002

Provision for Loan Losses. The provision for loan losses was $1.2 million during the year ended December 31, 2018 , compared to $700,000 for the twelve months ended December 31, 2017 , primarily due to the increase in the balance of net loans receivable.

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



	Twelve Months Ended December 31,
	2018			2017
	(Dollars in thousands)
Provision for loan losses	$	1,174		$	700
Charge offs net of recoveries	(401		)	(1		)
Allowance for loan losses	9,533			8,760
Allowance for losses as a percentage of total gross loans receivable at the end of this period	1.1		%	1.1		%
Total nonaccruing loans	1,723			1,535
Allowance for loan losses as a percentage of nonaccrual loans at end of period	553.3		%	570.7		%
Nonaccrual and 90 days or more past due loans as a percentage of total loans	0.2		%	0.2		%
Total loans	$	869,730		$	786,141

Noninterest Income. Noninterest income decreased $536,000 , or 8.3% , to $5.9 million for the year ended December 31, 2018 from $6.5 million for the twelve months ended December 31, 2017 , primarily due to income received from the death benefit on bank-owned life insurance in 2017 that was not present in 2018. We did see an increase in loan and deposit service fees in 2018 as compared to 2017 as we implemented new deposit account offerings to our customers and charged related service fees on those accounts, and we collected prepayment fees on certain commercial loans that paid off early during the year.

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



	Twelve Months Ended December 31,				Increase (Decrease)
	2018		2017		Amount			Percent
	(Dollars in thousands)
Loan and deposit service fees	$	4,167	$	3,509	$	658		18.8	%
Mortgage servicing fees, net of amortization	188		283		(95		)	(33.6	)
Net gain on sale of loans	577		827		(250		)	(30.2	)
Net gain on sale of investment securities	77		229		(152		)	(66.4	)
Increase in cash surrender value of bank-owned life insurance	595		648		(53		)	(8.2	)
Income from death benefit on bank-owned life insurance, net	—		768		(768		)	(100.0	)
Other income	315		191		124			64.9
Total noninterest income	$	5,919	$	6,455	$	(536	)	(8.3	)%

Noninterest Expense. Noninterest expense increased $1.3 million , or 4.1% , to $32.9 million for the year ended December 31, 2018 , compared to $31.6 million for the twelve months ended December 31, 2017 . Compensation and benefits increased as we continued to reward our staff and management for performance through incentive programs and sales commissions as well as provide merit and other wage increases to assure we are attracting and retaining qualified management and staff. The opening of our newest branch on Bainbridge Island, Washington, has also contributed to our increased compensation and benefits expenses as well as occupancy and equipment and other operating expenses during the year ended December 31, 2018 compared to the same period in 2017 . Professional fees decreased compared to last year mainly because of the additional expense for the integrated audit performed for the six month transition period ended December 31, 2017 as a result of the Company's election to change its fiscal year from June 30 to December 31.

Other noninterest expense increased primarily as a result of increased expenses related to loan and deposit products and other organizational expenses. We expect increased noninterest expenses as we continue to grow and expand our business, in addition to ongoing increases in the cost of products and services we rely on to run our business.

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



	Twelve Months Ended December 31,				Increase (Decrease)
	2018		2017		Amount			Percent
	(Dollars in thousands)
Compensation and benefits	$	18,946	$	18,325	$	621		3.4	%
Real estate owned and repossessed assets expense, net	52		1		51			5,100.0
Data processing	2,645		2,458		187			7.6
Occupancy and equipment	4,473		4,170		303			7.3
Supplies, postage, and telephone	890		826		64			7.7
Regulatory assessments and state taxes	625		529		96			18.1
Advertising	1,002		792		210			26.5
Professional fees	1,410		1,631		(221		)	(13.5	)
FDIC insurance premium	307		268		39			14.6
Other	2,507		2,584		(77		)	(3.0	)
Total	$	32,857	$	31,584	$	1,273		4.0	%

Provision for Income Tax. An income tax expense of $1.6 million was recorded for the year ended December 31, 2018 compared to an income tax expense of $2.9 million for the twelve months ended December 31,

2017 . The decrease was mainly due to the net DTA revaluation as result of the passage of the Tax Act in December of 2017, which resulted in a $1.1 million increase to the Company's income tax expense for the twelve months ended December 31, 2017 . During the year ended December 31, 2018 , the Company benefited from the new lower tax rate of 21%, which also contributed to the decrease in the provision for income tax as compared to the same period in 2017.

Comparison of Financial Condition at December 31, 2017 and June 30, 2017

Assets . Total assets increased $128.0 million, or 11.8%, to $1.2 billion at December 31, 2017, from $1.1 billion at June 30, 2017, primarily due to an increase of $59.9 million, or 21.4%, in total investment securities to $340.4 million at December 31, 2017 from $280.5 million at June 30, 2017 and an increase in net loans receivable of $52.3 million, or 7.2%, to $779.1 million at December 31, 2017 from $726.8 million at June 30, 2017.

Total loans, excluding loans held for sale, increased $52.1 million, or 7.1%, during the six months ended December 31, 2017. One- to four-family residential loans increased $27.2 million, or 8.3%, the result of originations of $36.3 million and a purchased loan pool of $28.0 million, consisting of jumbo loans secured by residential properties located in Washington State, partially offset by normal repayment and amortization activity. During the six months ended December 31, 2017, we sold $10.2 million of residential loans in the secondary market. We continue to strive for origination growth from our HLC with the intention of retaining in our portfolio originations of one- to four-family residential loans in order to meet our loan growth objectives while selling off excess production into the secondary market; however, we also continue to rely on the purchase of one- to four-family residential loans to supplement organic originations.

During the six months ended December 31, 2017, the balance of multi-family and commercial real estate loans increased $16.6 million, or 6.4%, consisting mainly of an increase in multi-family loans of $15.7 million. During this period home equity loans increased $2.6 million, or 7.2%, and other consumer loans increased $7.1 million, or 33.7%, primarily as a result of increased originations of auto loans through our indirect auto lending program. These loan increases were partially offset by modest decreases in commercial business loans of $770,000 and construction and land loans of $485,000.

There were $59.4 million in undisbursed construction commitments at December 31, 2017 compared to $32.0 million at June 30, 2017. Undisbursed construction commitments at December 31, 2017 included $16.8 million of mainly custom one- to four-family residential construction located primarily in the North Olympic Peninsula; $39.7 million multi-family construction located in the Puget Sound region; and $2.9 million commercial real estate construction located in the Puget Sound Region consisting of $2.4 million of speculative construction, and $522,000 of other commercial real estate. Our construction loans are geographically disbursed throughout the state of Washington, and we manage our construction lending by utilizing the assistance of a licensed third party vendor.

During the six months ended December 31, 2017, the Company originated $174.4 million of loans, of which $130.2 million, or 74.6%, were originated in the Puget Sound region, $41.1 million, or 23.6%, in the North Olympic Peninsula region, and $2.8 million, or 1.6%, in other areas in Washington.

Our allowance for loan losses increased $237,000, or 2.8%, to $8.8 million at December 31, 2017 from $8.5 million at June 30, 2017, and the allowance for loan losses as a percentage of total loans was 1.1% at December 31, 2017 and 1.2% at June 30, 2017. There was no material change in our allowance for loan losses as a percentage of total loans during the six month ended December 31, 2017 as our asset quality has remained stable. We believe our allowance for loan losses is adequate, with normal fluctuations in the balance of nonperforming assets and other credit quality measures expected as we increase the balance of our loan portfolio.

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



	December 31, 2017			June 30, 2017
	(In thousands)
Real Estate:
One- to four-family	$	355,391		$	328,243
Multi-family	73,767			58,101
Commercial real estate	202,956			202,038
Construction and land	71,145			71,630
Total real estate loans	703,259			660,012

Consumer:
Home equity	38,473			35,869
Other consumer	28,106			21,043
Total consumer loans	66,579			56,912

Commercial business loans	16,303			17,073

Total loans	786,141			733,997
Less:
Net deferred loan fees	724			904
Premium on purchased loans, net	(2,454		)	(2,216		)
Allowance for loan losses	8,760			8,523
Total loans receivable, net	$	779,111		$	726,786

Nonperforming loans decreased $380,000, or 19.8%, during the six months ended December 31, 2017, which included decreases in nonperforming one- to four-family residential loans of $361,000, commercial real estate loans of $48,000, and home equity loans of $33,000. These decreases were partially offset by increases in nonperforming other consumer loans of $38,000 and construction and land loans of $24,000. Nonperforming loans to total loans decreased to 0.2% at December 31, 2017 from 0.3% at June 30, 2017. Real estate owned and repossessed assets decreased $81,000, or 77.9%, to $23,000 at December 31, 2017, from $104,000 at June 30, 2017. The allowance for loan losses as a percentage of nonperforming loans increased to 570.7% at December 31, 2017 from 445.1% at June 30, 2017.

At December 31, 2017, there were $4.9 million in restructured loans, of which $4.5 million were performing in accordance with their modified payment terms and returned to accrual status. Classified loans, consisting solely of substandard loans, increased by $3.4 million, or 103.0%, to $6.7 million at December 31, 2017, from $3.3 million at June 30, 2017. The change in classified loans was mainly the result of a downgraded commercial real estate loan of $2.7 million to substandard status. The Bank continues to work with the borrower towards a satisfactory repayment of this loan.

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



	December 31, 2017			June 30, 2017
	(In thousands)
Nonaccruing loans:
Real estate loans:
One- to four-family	$	681		$	1,042
Commercial real estate	378			426
Construction and land	52			28
Total real estate loans	1,111			1,496

Commercial business loans:	—			—

Consumer loans:
Home equity	365			398
Other	59			21
Total consumer loans	424			419

Total nonaccruing loans	1,535			1,915

Real estate owned:
One- to four-family	—			86
Commercial real estate	—			—
Construction and land	—			—
Total real estate owned	—			86

Repossessed automobiles and recreational vehicles	23			18

Total nonperforming assets	$	1,558		$	2,019

TDR loans:
One- to four-family	$	3,341		$	4,029
Multi-family	115			118
Commercial real estate	910			1,397
Total real estate loans	4,366			5,544

Home equity	270			312
Commercial business	283			289
Total restructured loans	$	4,919		$	6,145

Nonaccrual and 90 days or more past due loans as a percentage of total loans	0.2		%	0.3		%
Nonperforming TDRs included in total nonaccruing loans and total restructured loans above	$	393		$	673

Total investment securities increased $59.9 million, or 21.4%, to $340.4 million at December 31, 2017, from $280.5 million at June 30, 2017, primarily as a result of new investments purchased as part of our strategy to leverage our capital, partially offset by sales, prepayment activity, and normal amortization. Our management made a strategic decision to leverage our capital using a combination of cash received from our growth in customer deposits and additional borrowings from the FHLB to purchase various investment securities to generate additional net interest income. The majority of investments purchased have variable rates, generally resetting quarterly based on a specified index and margin, and are expected to closely match changes in short-term borrowing rates. The average repricing term of our investment securities portfolio was estimated at 3.5 years as of December 31, 2017, as compared to 4.1 years as of June 30, 2017. We anticipate the variable rate securities purchased as part of this strategy will help to mitigate our interest rate risk and manage price volatility in our investment portfolio. While we expect the results of this strategy will improve earnings and help us to leverage a portion of the capital we hold in

excess of well-capitalized levels at this time, we continue to focus on growing our loan portfolio and improving our earning asset mix over the long term.

Mortgage-backed securities represent the largest portion of our investment securities portfolio and totaled $200.9 million at December 31, 2017, a decrease of $6.2 million, or 3.0%, from $207.1 million at June 30, 2017. Other investment securities, including municipal bonds and other asset-backed securities, were $139.5 million at December 31, 2017, an increase of $66.1 million, or 90.1% from $73.4 million at June 30, 2017. As of December 31, 2017, the investment portfolio, including mortgage-backed securities, had an estimated projected average life of 5.3 years and 4.7 years as of June 30, 2017, based on the interest rate environment at those times. At December 31, 2017, the investment portfolio contained 85.0% of amortizing securities, compared to 84.5% at June 30, 2017, and the projected average life of our securities may vary due to prepayment activity, which, particularly in the mortgage-backed securities portfolio, is generally affected by changing interest rates. Management continues to focus on improving the mix of earning assets by originating loans and decreasing securities as a percentage of earning assets; however, we may purchase investment securities as a source of additional interest income and also in lieu of carrying higher cash balances at nominal interest rates. For additional information, see Note 2 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

Liabilities. Total liabilities increased $128.6 million, or 14.1%, to $1.0 billion at December 31, 2017, from $910.0 million at June 30, 2017, primarily due to increases in FHLB borrowings and deposits. Borrowings increased $66.7 million or 86.1%, to $144.1 million at December 31, 2017 from $77.4 million at June 30, 2017. At December 31, 2017 we had $60.0 million of long term FHLB advances and $84.1 million in short term advances maturing in three months or less, which supported our purchase of additional investments for our leverage strategy as well as other cash flow needs to fund our operations, including loan originations and purchases.

Deposit account balances increased $61.2 million, or 7.4%, to $885.0 million at December 31, 2017, from $823.8 million at June 30, 2017. Transaction, savings, and money market account deposits increased $33.5 million, or 5.5%, to $645.8 million at December 31, 2017 from $612.3 million at June 30, 2017, including an increase in personal and business transaction accounts of $10.7 million and $15.9 million, respectively. Certificates of deposit increased $27.8 million, or 13.1%, during this period. Deposit account increases were primarily the result of our continuing efforts to expand commercial and consumer deposit relationships in Silverdale and Bellingham, Washington, as well as within our historic Clallam and Jefferson County, Washington locations.

Equity . Total shareholders' equity decreased $676,000, or 0.4%, to $177.0 million at December 31, 2017, from $177.7 million at June 30, 2017. This decrease during the six months ended December 31, 2017 resulted from a decrease of $2.2 million related to our repurchase of shares and a decrease of $867,000 due to the change in accumulated other comprehensive loss related to the change in unrealized market value of available for sale securities, net of tax. These decreases were partially offset by net income of $1.7 million and an increase of $1.0 million related to our stock-based compensation plans. During the six months ended December 31, 2017, we repurchased 136,700 shares of common stock at an average cost of $16.18 per share, pursuant to the Company's stock repurchase plans.

Comparison of Results of Operations for the Six Months Ended December 31, 2017 and December 31, 2016

General. The Company had net income for the six months ended December 31, 2017 of $1.7 million, compared to a net income of $1.8 million for the six months ended December 31, 2016, a decrease of $180,000, or 5.6%. The decrease in net income was primarily due to the net deferred tax asset revaluation ("DTA revaluation") of $1.1 million resulting from the passage of the Tax Act and an increase in non-interest expenses of $1.8 million. While earnings were lower in 2017, we earned $0.16 per common and diluted share for both periods, a result of lower average common shares outstanding in 2017 due to our share repurchase programs, as compared to the same period in 2016. The decreases were partially offset by an increase in net interest income of $2.0 million, a decrease in the provision for loan losses of $560,000 and an increase in non-interest income of $282,000 for the six months ended December 31, 2017 as compared to the same period one year prior. Condensed financial information for the six months ended December 31, 2017 and 2016 is included in Note 1 to our audited consolidated financial statements in Item 8 of this Form 10-K.

Net Interest Income. Net interest income increased $2.0 million to $17.0 million for the six months ended December 31, 2017, from $15.0 million for the six months ended December 31, 2016, mainly as the result of an increase in interest income related to the increase in the average balance of loans receivable during the six months ended December 31, 2017, supplemented by an increase in both the average balance and interest earned on investment securities.

The net interest margin increased six basis points to 3.15% for the six months ended December 31, 2017, from 3.09% for the six months ended December 31, 2016. The net interest margin increased due primarily to a change in the mix of interest-earning assets, with the average balance of loans receivable increasing $77.8 million and the average balance of investment securities increasing $32.6 million.

Of the $2.0 million increase in net interest income during the six months ended December 31, 2017 compared to the six months ended December 31, 2016, $1.2 million was the result of an increase in volume, and $794,000 was due to changes in rates. Loans receivable was the main contributor to the increase in net interest income with $1.6 million due to an increase in average volumes and $439,000 due to increases in rates.

The cost of average interest-bearing liabilities increased to 0.81% for the six months ended December 31, 2017, compared to 0.68% for the same period last year, due primarily to higher average balances and rates paid on certificates of deposit, partially offset by the lower by the lower average rate paid on borrowings as we increased our utilization of short-term FHLB borrowings as compared to the prior period.

Interest Income. Interest income increased $2.8 million, or 16.0%, to $20.3 million for the six months ended December 31, 2017 from $17.5 million for the comparable period in 2016, primarily due to an increase in the average balance of loans receivable. Interest and fees on loans receivable increased $2.1 million, to $16.0 million for the six months ended December 31, 2017 from $13.9 million for the six months ended December 31, 2016, due to an increase in the average balance of net loans receivable of $77.8 million as compared to the prior year. Average loan yields increased 12 basis points compared to the six months ended December 31, 2016, as we continued to increase our balance of higher yielding loans, such as construction and commercial real estate loans. We also benefited from increases in short-term interest rates on our adjustable rate loans, such as construction, commercial business, and home equity lines of credit.

Interest income on investment securities increased $340,000 to $1.6 million for the six months ended December 31, 2017 compared to $1.3 million for the six months ended December 31, 2016, due to a $32.6 million increase in the average balance of investment securities to $124.9 million for the six months ended December 31, 2017 compared to $92.3 million for the six months ended December 31, 2016, partially offset by a decrease in average yield of 17 basis points as compared to the same period in 2016. The change in average yields on investment securities does not include the benefit of nontaxable income from municipal bonds. Interest income on mortgage-backed and related securities increased $349,000 to $2.5 million for the six months ended December 31, 2017 from $2.2 million for the six months ended December 31, 2016.

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,
	2017			2016
	Average Balance Outstanding		Yield	Average Balance Outstanding		Yield	Increase/ (Decrease) in Interest Income
	(Dollars in thousands)
Loans receivable, net	$	731,949	4.37%	$	654,120	4.25%	$	2,071
Investment securities	124,854		2.57	92,300		2.74	$	340
Mortgage-backed securities	203,386		2.50	207,604		2.12	$	349
FHLB stock	5,626		2.88	4,068		3.05	$	19
Interest-bearing deposits in banks	11,663		1.22	13,474		0.36	$	47
Total interest-earning assets	$	1,077,478	3.77%	$	971,566	3.59%	$	2,826

Interest Expense. Total interest expense increased $852,000, or 34.9%, to $3.3 million for the six months ended December 31, 2017, compared to $2.4 million for the six months ended December 31, 2016, due to an increase in deposit costs of $538,000, or 40.1% and an increase in borrowing costs. Deposit costs increased for the six months ended December 31, 2017 due to increasing interest rates and customers transferring deposit accounts into higher-yielding certificates of deposit. The average balance of interest-bearing deposits of $62.6 million, or 9.7%, to $706.8 million for the six months ended December 31, 2017 from $644.2 million for the six months ended December 31, 2016, as we continued to target growth in deposits in new and existing market areas. During the six

months ended December 31, 2017, the cost of certificates of deposit increased $501,000 due to an increase in average balance of $61.5 million and an increase in the average rate paid of 14 basis points, and the cost of money market accounts increased $27,000 due to an increase in the average rate paid of four basis points, as compared to the six month ended 2016. During the six months ended December 31, 2017, there was an increase in the average balance of savings accounts of $6.5 million and transaction accounts of $5.6 million as compared to the prior year. The average cost of all deposit products increased to 0.53% for the six months ended December 31, 2017 from 0.42% for the six months ended December 31, 2016, as we paid higher rates to attract new and retain existing deposit balances and customer relationships during the year. Borrowing costs increased $314,000, or 28.6%, due primarily to an increase in the average balance of borrowings of $36.7 million, or 50.7%, as we utilized borrowings to fund our operations and to purchase loans and investment securities.

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



	Six Months Ended December 31,
	2017			2016			Increase/ (Decrease) in Interest Expense
	Average Balance Outstanding		Rate	Average Balance Outstanding		Rate	Increase/ (Decrease) in Interest Expense
	(Dollars in thousands)
Savings accounts	$	101,612	0.06%	$	95,129	0.04%	$	9
Transaction accounts	113,129		0.02	107,513		0.01	1
Money market accounts	263,435		0.32	274,409		0.28	27
Certificates of deposit	228,665		1.25	167,151		1.11	501
Borrowings	109,091		2.59	72,391		3.03	314
Total interest-bearing liabilities	$	815,932	0.81%	$	716,593	0.68%	$	852

Provision for Loan Losses. The provision for loan losses was $200,000 during the six months ended December 31, 2017, compared to $760,000 for the six months ended December 31, 2016, primarily due to decreases in nonaccruing loans during the six months end 2017, partially offset by the additional provision taken due to the increase in the balance of net loans receivable.

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



	Six Months Ended December 31,
	2017			2016
	(Dollars in thousands)
Provision for loan losses	$	200		$	760
Net recoveries	37			61
Allowance for loan losses	8,760			8,060
Allowance for losses as a percentage of total gross loans receivable at the end of this period	1.1		%	1.2		%
Total nonaccruing loans	1,535			2,498
Allowance for loan losses as a percentage of nonaccrual loans at end of period	570.7		%	322.7		%
Nonaccrual and 90 days or more past due loans as a percentage of total loans	0.2		%	0.4		%
Total loans	$	786,141		$	697,305

Noninterest Income. Noninterest income increased $282,000, or 10.2%, to $3.1 million for the six months ended December 31, 2017 from $2.8 million for the six months ended December 31, 2016, primarily due to a $229,000 net gain on sale of investment securities. We also had a $70,000 increase in the net gain on sales of loans due to an increase the sale of one- to four family residential loans during the period.

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)
	2017		2016		Amount			Percent
	(Dollars in thousands)
Loan and deposit service fees	$	1,800	$	1,802	$	(2	)	(0.1	)%
Mortgage servicing fees, net of amortization	170		119		51			42.9
Net gain on sale of loans	499		429		70			16.3
Net gain on sale of investment securities	229		—		229			100.0
Increase in cash surrender value of bank-owned life insurance	311		363		(52		)	(14.3	)
Other income	46		60		(14		)	(23.3	)
Total noninterest income	$	3,055	$	2,773	$	282		10.2	%

Noninterest Expense. Noninterest expense increased $1.8 million, or 12.6%, to $16.1 million for the six months ended December 31, 2017, compared to $14.3 million for the six months ended December 31, 2016, primarily as a result of a $1.1 million increase in compensation and benefits, as we added more staff to manage our operations and growth, reward our staff and management for performance through incentive programs and sales commissions, and have implemented retention tools such as our stock awards program. The opening of our newest branches in Bellingham, Washington and Bainbridge Island, Washington, have significantly contributed to our increased compensation and benefits and occupancy and equipment expense during the six months ended December 31, 2017 as compared to the same period in 2016. Professional fees increased as compared to the same six month period last year as we continued to utilize consulting and professional services to assist with operating our business.

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)
	2017		2016		Amount			Percent
	(Dollars in thousands)
Compensation and benefits	$	9,042	$	7,962	$	1,080		13.6	%
Real estate owned and repossessed assets expense (income), net	37		52		(15		)	(28.8	)
Data processing	1,244		1,451		(207		)	(14.3	)
Occupancy and equipment	2,190		1,899		291			15.3
Supplies, postage, and telephone	432		320		112			35.0
Regulatory assessments and state taxes	259		234		25			10.7
Advertising	396		289		107			37.0
Professional fees	897		681		216			31.7
FDIC insurance premium	144		126		18			14.3
Other	1,506		1,326		180			13.6
Total	$	16,147	$	14,340	$	1,807		12.6	%

Provision for Income Tax. An income tax expense of $2.0 million was recorded for the six months ended December 31, 2017 compared to an income tax expense of $853,000 for the six months ended December 31, 2016. The increase was mainly due to the net DTA revaluation expensed through the provision for income taxes as result of the passage of the Tax Act. The legislation has resulted in a $1.8 million decrease in the value of our deferred tax asset and a $725,000 decrease to the deferred tax asset valuation allowance, which resulted in a $1.1 million increase to the Company's income tax expense.

Average Balances, Interest and Average Yields/Cost

The following tables set forth, for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, 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, 2018 and 2017 . 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, 2018	Year Ended December 31,					Twelve Months Ended December 31,					Year Ended June 30,
	At December 31, 2018	2018					2017					2017
	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⁾	4.47%	$	819,372	$	36,446	4.45%	$	721,871	$	31,345	4.34%	$	682,957	$	29,274	4.29%
Investment securities	4.30	125,259		3,831		3.06	102,390		2,895		2.83	86,113		2,555		2.97
Mortgage-backed securities	2.73	186,933		5,031		2.69	208,325		5,128		2.46	210,434		4,779		2.27
FHLB dividends	4.30	6,824		311		4.56	5,234		145		2.77	4,455		126		2.83
Interest-bearing deposits in banks	0.75	10,081		186		1.85	10,743		116		1.08	11,648		70		0.60
Total interest-earning assets ⁽²⁾	4.15	1,148,469		45,805		3.99%	1,048,563		39,629		3.78	995,607		36,804		3.70

Interest-bearing liabilities:
Savings accounts	0.74	$	116,386	$	369	0.32%	$	99,768	$	52	0.05%	$	96,526	$	42	0.04%
Transaction accounts	0.05	113,208		74		0.07	111,715		18		0.02	109,310		17		0.02
Money market accounts	0.43	276,573		1,142		0.41	273,811		855		0.31	279,295		828		0.30
Certificates of deposit	1.86	246,789		3,765		1.53	205,594		2,472		1.20	174,838		1,972		1.13
Total deposits	0.77	752,956		5,350		0.71	690,888		3,397		0.49	659,969		2,859		0.43
Borrowings	2.97	135,157		3,663		2.71	99,788		2,614		2.62	81,438		2,300		2.82
Total interest-bearing liabilities	1.05	888,113		9,013		1.01%	790,676		6,011		0.76	741,407		5,159		0.70

Net interest income				$	36,792				$	33,618				$	31,645
Net interest rate spread	3.10					2.98					3.02					3.00
Net earning assets		$	260,356				$	257,887				$	254,200
Net interest margin ⁽³⁾	n/a					3.20					3.21					3.18
Average interest-earning assets to average interest-bearing liabilities		129.3%					132.6%					134.3%

(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.



	At December 31, 2017	Six Months Ended December 31,
	At December 31, 2017	2017							2016							2015
	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)	4.12%	$	731,949		$	15,983	4.37	%	$	654,120		$	13,912	4.25	%	$	501,617		$	11,268	4.49	%
Investment securities	2.32	124,854			1,606		2.57		92,300			1,266		2.74		130,709			1,565		2.39
Mortgage-backed securities	2.67	203,386			2,545		2.50		207,604			2,196		2.12		243,681			2,553		2.10
FHLB dividends	2.61	5,626			81		2.88		4,068			62		3.05		4,630			45		1.94
Interest-bearing deposits in banks	0.56	11,663			71		1.22		13,474			24		0.36		25,527			34		0.27
Total interest-earning assets (2)	3.57	1,077,478			20,286		3.77		971,566			17,460		3.59		906,164			15,465		3.41

Interest-bearing liabilities:
Savings accounts	0.05	$	101,612		$	28	0.06		$	95,129		19		0.04		$	89,558		19		0.04
Transaction accounts	0.01	113,129			9		0.02		107,513			8		0.01		98,502			7		0.01
Money market accounts	0.33	263,435			417		0.32		274,409			390		0.28		233,404			286		0.25
Certificates of deposit	1.27	228,665			1,427		1.25		167,151			926		1.11		146,335			699		0.96
Total deposits	0.45	706,841			1,881		0.53		644,202			1,343		0.42		567,799			1,011		0.36
Borrowings	2.13	109,091			1,412		2.59		72,391			1,098		3.03		85,831			1,397		3.26
Total interest-bearing liabilities	0.69	815,932			3,293		0.81		716,593			2,441		0.68		653,630			2,408		0.74

Net interest income					$	16,993						$	15,019						$	13,057
Net interest rate spread	2.88						2.96							2.91							2.67
Net earning assets		$	261,546						$	254,973						$	252,534
Net interest margin (3)	n/a						3.15							3.09							2.88
Average interest-earning assets to average interest-bearing liabilities		132.1		%					135.6		%					138.6		%

(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 tables present 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.



	Twelve Months Ended							Six Months Ended
	December 31, 2018 vs. 2017							December 31, 2017 vs. 2016
	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	$	4,216		$	885	$	5,101	$	1,643		$	428		$	2,071
Investment and mortgage-backed securities	121			718		839		405			284			689
FHLB stock	44			122		166		24			(5		)	19
Other ⁽¹⁾	(7		)	77		70		(3		)	50			47
Total interest-earning assets	$	4,374		$	1,802	$	6,176	$	2,069		$	757		$	2,826

Interest-bearing liabilities:
Savings accounts	$	6		$	311	$	317	$	—		$	9		$	9
Interest-bearing transaction accounts	—			56		56		—			1			1
Money market accounts	10			277		287		(20		)	47			27
Certificates of deposit	487			806		1,293		341			160			501
Borrowings	927			122		1,049		555			(241		)	314
Total interest-bearing liabilities	$	1,430		$	1,572	$	3,002	$	876		$	(24	)	$	852

Net change in interest income	$	2,944		$	230	$	3,174	$	1,193		$	781		$	1,974

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



	Year Ended									Year Ended
	June 30, 2017 vs. 2016									June 30, 2016 vs. 2015
	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	$	6,423		$	(840	)	$	5,583		$	2,030		$	(385	)	$	1,645
Investment and mortgage-backed securities	(1,560		)	575			(985		)	1,802			1,201			3,003
FHLB stock	(3		)	25			22			(6		)	98			92
Other ⁽¹⁾	(19		)	31			12			(76		)	21			(55		)
Total interest-earning assets	$	4,841		$	(209	)	$	4,632		$	3,750		$	935		$	4,685

Interest-bearing liabilities:
Savings accounts	$	5		$	1		$	6		$	(2	)	$	—		$	(2	)
Interest-bearing transaction accounts	1			2			3			4			—			4
Money market accounts	87			132			219			46			127			173
Certificates of deposit	240			222			462			105			220			325
Borrowings	(115		)	(186		)	(301		)	(177		)	(145		)	(322		)
Total interest-bearing liabilities	$	218		$	171		$	389		$	(24	)	$	202		$	178

Net change in interest income	$	4,623		$	(380	)	$	4,243		$	3,774		$	733		$	4,507

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

Asset and Liability Management and Market Risk

Risk Management Overview. Managing risk is an essential part of successfully managing a financial institution. Our Enterprise Risk Management Committee reports key risk indicators to the Board of Directors through the Audit Committee. The most prominent risk exposures management monitors are: strategic, credit, interest rate, liquidity, operational, compliance, reputational and legal risk. We utilize the services of outside firms to assist us in our asset and liability management and our analysis of market risk.

Interest Rate Risk Management. We manage the interest rate sensitivity of interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment. Except for certain adjustable-rate investment securities, home equity lines of credit, and commercial real estate loans that are tied to the prime rate, the twelve month constant maturity treasury, or the London Interbank Offered Rate ("LIBOR"), deposit accounts typically reprice more quickly in response to changes in market interest rates because of their shorter maturities. Sharp increases in interest rates may adversely affect earnings when deposit and borrowing costs change more quickly than cash flows from fixed-rate investments and loans can be reinvested at higher rates. Typically, decreases in interest rates beneficially affect our earnings in the short term when fixed-rate interest-earning assets stay at higher interest rates longer than it takes for deposit and borrowing costs to reset lower. However, decreases in interest rates adversely affect earnings due to prepayments and refinancing associated with loans and investment securities, particularly consumer and one- to four-family residential loans and MBS securities with no prepayment restrictions, which are then reinvested into lower yielding assets, reducing interest income. In contrast, First Federal has little or no long-term ability to reduce funding costs associated with deposits and borrowings.

We currently do not participate in hedging programs, interest rate swaps or other activities involving the use of derivative financial instruments to manage interest rate risk.

Interest Rate Sensitivity Analysis. Management uses an interest rate sensitivity analysis to review our level of interest rate risk. This analysis measures interest rate risk by computing changes in the present value of our cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market

interest rates. The present value of equity is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items. This analysis assesses the risk of loss in market risk sensitive instruments in the event of a sudden and sustained 100 to 300 basis point increase or a 100 to 200 basis point decrease in market interest rates with no effect given to any future steps that management might take to counter the impact of that interest rate movement. The following table presents the change in the present value of First Federal’s equity at December 31, 2018 , that would occur in the event of an immediate change in interest rates based on management's assumptions.



	December 31, 2018
	Economic Value of Equity
Basis Point Change in Interest Rates	$ Amount		$ Change			% Change		EVE Ratio %
	(Dollars in thousands)
+ 300	$	178,726	$	(16,092	)	(8.3	)%	16.0	%
+ 200	185,752		(9,066		)	(4.7	)	16.1
+ 100	191,494		(3,324		)	(1.7	)	16.2
0	194,818		—			—		16.0
- 100	178,755		(16,063		)	(8.2	)	14.3
- 200	145,991		(48,827		)	(25.1	)	11.5	%

Using the same assumptions as above, the sensitivity of our projected net interest income for the year ended December 31, 2018 , is as follows:



December 31, 2018
Basis Point Change in Interest Rates	Projected Net Interest Income
Basis Point Change in Interest Rates	$ Amount		$ Change			% Change
	(Dollars in thousands)
+ 300	$	33,039	$	(6,654	)	(16.8	)%
+ 200	35,277		(4,416		)	(11.1	)
+ 100	37,454		(2,239		)	(5.6	)
0	39,693		—			—
- 100	39,835		142			0.4
- 200	38,609		(1,084		)	(2.7	)

Assumptions made by management relate to interest rates, loan prepayment rates, deposit decay rates, and the market values of certain assets under differing interest rate scenarios, among others. As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the foregoing tables. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets have features, such as rate caps or floors, which restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates could deviate significantly from those assumed in calculating the table.

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 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, 2018 , cash and cash equivalents totaled $26.3 million , and securities classified as available-for-sale provide additional sources of liquidity with a market value of $263.0 million . We have pledged collateral to support borrowings from the FHLB of $136.6 million , and have established a borrowing arrangement with the Federal Reserve Bank of San Francisco, for which no collateral has been pledged as of December 31, 2018 .

At December 31, 2018 , we had $625,000 in loan commitments outstanding and an additional $99.1 million in undisbursed loans, including undisbursed construction commitments, and standby letters of credit.

Certificates of deposit due within one year of December 31, 2018 totaled $148.1 million , or 56.6% 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 as interest rates have begun to rise, and the flattening of the yield curve has meant insufficient returns to lock in rates for longer terms. Management believes, based on past experience, that a significant portion of our certificates of deposit will be renewed or rolled into new certificates of deposit given the current rate environment; however, should rates fall and remain at lower levels, there will likely be a shift back to more liquid money market accounts over time. If these maturing deposits are not renewed or rolled into other deposit products, however, we will be required to seek other sources of funds, which may include borrowings and brokered deposits. We also have the ability to attract and retain deposits by adjusting the interest rates offered, including the offering of promotional rates on certificates of deposit to encourage the renewal or rollover of maturing certificates of deposit and mitigate the risk of loss of these deposits to our competitors. Depending on market conditions, we may also be required to pay higher rates on borrowings or brokered deposits than we currently pay on standard certificates of deposit or promotional rate offerings. In addition, we believe that our branch network, and the general cash flows from our existing lending and investment activities, will afford us sufficient foreseeable long-term liquidity. For additional information, see the Consolidated Statements of Cash Flows in Item 8 of this Form 10-K.

The Company is a separate legal entity from the Bank and relies on dividends from its sole subsidiary, First Federal, and cash flows and sales of its investment portfolio for liquidity to pay its operating expenses and other financial obligations. At December 31, 2018 , the Company (on an unconsolidated basis) had liquid assets of $22.7 million .

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 year ended December 31, 2018 , we engaged in no off-balance sheet transactions likely to have a material effect on our financial condition, results of operations or cash flows.

Contractual Obligations

At December 31, 2018 , 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	$	148,119	$	99,900		$	13,333	$	—	$	261,352
FHLB advances	91,552		45,000			—		—		136,552
Operating leases	315		597			432		1,927		3,271
Borrower taxes and insurance	1,090		—		—	—		—		1,090
Deferred compensation	38		158			46		542		784
Total contractual obligations	$	241,114	$	145,655		$	13,811	$	2,469	$	403,049

Commitments and Off-Balance Sheet Arrangements

The following table summarizes our commitments and contingent liabilities with off-balance sheet risks as of December 31, 2018 :



	Amount of Commitment Expiration - Per Period
	Total Amounts Committed		Due in One Year
	(In thousands)
Commitments to originate loans:
Fixed-rate loans	$	625	$	625
Unfunded commitments under lines of credit or existing loans	98,847		98,847
Standby letters of credit	223		223
Total	$	99,695	$	99,695

Capital Resources

First Northwest Bancorp is a bank holding company subject to regulation by the Federal Reserve. As a bank holding company, we are subject to capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve. Our subsidiary, First Federal, is subject to minimum capital requirements imposed by the FDIC. Capital adequacy requirements are quantitative measures established by regulation that require us to maintain minimum amounts and ratios of capital.

First Federal is subject to meeting minimum capital adequacy requirements for common equity Tier 1 (“CET1”) capital, Tier 1 risk-based capital, total risk-based capital, and tier 1 capital ("leverage"). Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by bank regulators that, if undertaken, could have a direct material effect on the Company’s financial statements.

First Federal is subject to capital requirements adopted by the Federal Reserve and the FDIC. See Item 1, “Business-How We Are Regulated,” and Note 11 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K for additional information regarding First Northwest Bancorp and First Federal’s regulatory capital requirements.

In order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions, First Northwest Bancorp and First Federal must maintain CET1 capital at an amount greater than the required minimum levels plus a capital conservation buffer. This new capital conservation buffer requirement began to be phased in starting in January 2016 requiring a buffer of 0.625% of risk-weighted assets and will increase each year until fully

implemented to an amount of 2.5% of risk-weighted assets in January 2019. As of December 31, 2018, the conservation buffer was 1.875%.

Consistent with our goals to operate a sound and profitable organization, our policy for First Federal is to maintain its “well-capitalized” status in accordance with regulatory standards. At December 31, 2018 , the Bank and consolidated Company exceeded all regulatory capital requirements, and the Bank was considered "well capitalized" under FDIC regulatory capital guidelines.

The following table provides the capital requirements and actual results at December 31, 2018 .



	Actual					Minimum Capital Requirements				Minimum Required to be Well-Capitalized
	Amount		Ratio			Amount		Ratio		Amount		Ratio
					(Dollars in thousands)
Tier I leverage capital (to average assets)
Bank only	$	142,018	11.5	%		$	49,509	4.0	%	$	61,887	5.0	%
Common equity tier I (to risk-weighted assets)
Bank only	142,018		17.0			37,501		4.5		54,169		6.5
Tier I risk-based capital (to risk-weighted assets)
Bank only	142,018		17.0			50,002		6.0		66,669		8.0
Total risk-based capital (to risk-weighted assets)
Bank only	151,781		18.2			66,669		8.0		83,336		10.0

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.

Recent Accounting Pronouncements

See Note 1 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Our market risk arises principally from interest rate risk inherent in our lending, investing, deposit and borrowing activities. Management actively monitors and manages its interest rate risk exposure. In addition to other risks that we manage in the normal course of business, such as credit quality and liquidity, management considers interest rate risk to be a significant market risk that could potentially have a material effect on our financial condition and result of operations. The information contained under Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Asset and Liability Management and Market Risk" of this Form 10-K is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

Item 1. Financial Statements



Index to Consolidated Financial Statements	Page

Report of Independent Registered Public Accounting Firm	97
Consolidated Balance Sheets, December 31, 2018, December 31, 2017, and June 30, 2017	99
Consolidated Statements of Income For the Year Ended December 31, 2108, Six Months Ended December 31, 2017, and Years Ended June 30, 2017 and 2016	100
Consolidated Statements of Comprehensive Income For the Year Ended December 31, 2018, Six Months Ended December 31, 2017, and Years Ended June 30, 2017 and 2016	101
Consolidated Statements of Changes in Shareholders’ Equity For the Year Ended December 31, 2018, Six Months Ended December 31, 2017, and Years Ended June 30, 2017 and 2016	102
Consolidated Statements of Cash Flows For the Year Ended December 31, 2018, Six Months Ended December 31, 2017, and Years Ended June 30, 2017 and 2016	103
Notes to Consolidated Financial Statements	105

Report of Independent Registered Public Accounting Firm

To the Board of Directors

First Northwest Bancorp and Subsidiary

Port Angeles, Washington

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of First Northwest Bancorp and Subsidiary (the “Company”) as of December 31, 2018 and 2017 and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the year ended December 31, 2018, the six months ended December 31, 2017, and each of the two years in the period ended June 30, 2017, and related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018 and 2017, and the consolidated results of their operations and their cash flows for the year ended December 31, 2018, the six months ended December 31, 2017, and each of the two years in the period ended June 30, 2017, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting included in Item 9A. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Everett, Washington

March 14, 2019

We have served as the Company’s auditor since 2002.

FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)



	December 31,			December 31,			June 30,
ASSETS	2018			2017			2017

Cash and due from banks	$	15,430		$	13,777		$	14,510
Interest-bearing deposits in banks	10,893			23,024			9,782
Investment securities available for sale, at fair value	262,967			290,242			228,593
Investment securities held to maturity, at amortized cost	43,503			50,126			51,872
Loans held for sale	—			788			—
Loans receivable (net of allowance for loan losses of $9,533, $8,760, and $8,523)	863,852			779,111			726,786
Federal Home Loan Bank (FHLB) stock, at cost	6,927			7,023			4,368
Accrued interest receivable	4,048			3,745			3,020
Premises and equipment, net	15,255			13,739			13,236
Mortgage servicing rights, net	1,044			1,095			986
Bank-owned life insurance, net	29,319			28,724			28,413
Prepaid expenses and other assets	5,520			4,265			6,110

Total assets	$	1,258,758		$	1,215,659		$	1,087,676


LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits	$	940,260		$	885,032		$	823,760
Borrowings	136,552			144,100			77,427
Accrued interest payable	521			325			208
Accrued expenses and other liabilities	8,071			7,929			7,417
Advances from borrowers for taxes and insurance	1,090			1,228			1,143

Total liabilities	1,086,494			1,038,614			909,955

Commitments and Contingencies (Note 13)

Shareholders' Equity
Preferred stock, $0.01 par value, authorized 5,000,000 shares, no shares issued or outstanding	—			—			—
Common stock, $0.01 par value, authorized 75,000,000 shares; issued and outstanding 11,170,018 at December 31, 2018; issued and outstanding 11,785,507 at December 31, 2017; and issued and outstanding 11,902,146 at June 30, 2017	112			118			119
Additional paid-in capital	105,825			111,106			112,058
Retained earnings	81,607			78,602			77,515
Accumulated other comprehensive (loss) income, net of tax	(4,731		)	(1,573		)	(434		)
Unearned employee stock ownership plan (ESOP) shares	(10,549		)	(11,208		)	(11,537		)

Total shareholders' equity	172,264			177,045			177,721

Total liabilities and shareholders' equity	$	1,258,758		$	1,215,659		$	1,087,676

See accompanying notes to the consolidated financial statements.

FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)



	For the Year Ended		For the Six Months Ended		For the Years Ended June 30,
	December 31, 2018		December 31, 2017		2017		2016
INTEREST INCOME
Interest and fees on loans receivable	$	36,446	$	15,983	$	29,274	$	23,691
Interest on mortgage-backed and related securities	5,031		2,545		4,779		5,223
Interest on investment securities	3,831		1,606		2,555		3,096
Interest-bearing deposits and other	186		71		70		58
FHLB dividends	311		81		126		104

Total interest income	45,805		20,286		36,804		32,172
INTEREST EXPENSE
Deposits	5,350		1,881		2,859		2,169
Borrowings	3,663		1,412		2,300		2,601

Total interest expense	9,013		3,293		5,159		4,770

Net interest income	36,792		16,993		31,645		27,402
PROVISION FOR LOAN LOSSES	1,174		200		1,260		233

Net interest income after provision for loan losses	35,618		16,793		30,385		27,169
NONINTEREST INCOME
Loan and deposit service fees	4,167		1,800		3,511		3,570
Mortgage servicing fees, net	188		170		232		255
Net gain on sale of loans	577		499		757		234
Net gain on sale of investment securities	77		229		—		1,567
Increase in cash surrender value of bank-owned life insurance, net	595		311		701		114
Income from death benefit on bank-owned life insurance, net	—		—		768		—
Other income	315		46		205		437

Total noninterest income	5,919		3,055		6,174		6,177
NONINTEREST EXPENSE
Compensation and benefits	18,946		9,042		17,245		14,523
Real estate owned and repossessed assets, net	52		37		17		(307		)
Data processing	2,645		1,244		2,665		2,704
Occupancy and equipment	4,473		2,190		3,879		3,492
Supplies, postage, and telephone	890		432		714		668
Regulatory assessments and state taxes	625		259		504		485
Advertising	1,002		396		685		797
Professional fees	1,410		897		1,415		1,757
FDIC insurance premium	307		144		251		424
FHLB prepayment penalty	—		—		—		1,193
Other	2,507		1,506		2,404		2,161

Total noninterest expense	32,857		16,147		29,779		27,897

INCOME BEFORE PROVISION FOR INCOME TAXES	8,680		3,701		6,780		5,449
PROVISION FOR INCOME TAXES	1,575		2,042		1,662		1,457

NET INCOME	$	7,105	$	1,659	$	5,118	$	3,992

Basic earnings per share	$	0.69	$	0.16	$	0.46	$	0.33
Diluted earnings per share	$	0.68	$	0.16	$	0.46	$	0.33

See accompanying notes to the consolidated financial statements.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)



	For the Year Ended December 31,			For the Six Months Ended December 31,			For the Years Ended June 30,
	2018			2017			2017			2016

NET INCOME	$	7,105		$	1,659		$	5,118		$	3,992

Other comprehensive loss, net of tax
Unrealized (loss) gain on securities:
Unrealized holding (loss) gain, net of tax (benefit) provision of $(824), $(379), $(1,194), and $1,128, respectively	(3,119		)	(716		)	(2,329		)	2,179
Reclassification adjustment for net gains on sales of securities realized in income, net of taxes of $(11), $(78), $0, and $(533), respectively	(39		)	(151		)	—			(1,034		)

Other comprehensive loss, net of tax	(3,158		)	(867		)	(2,329		)	1,145

COMPREHENSIVE INCOME	$	3,947		$	792		$	2,789		$	5,137

See accompanying notes to the consolidated financial statements.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(In thousands, except share data)



	Common Stock					Additional Paid-in Capital			Retained Earnings			Unearned ESOP Shares			Accumulated Other Comprehensive Income (Loss), Net of Tax			Total Shareholders' Equity
	Shares		Amount

BALANCE, June 30, 2016	12,676,660		$	127		$	122,595		$	77,301		$	(12,177	)	$	1,895		$	189,741

Net income									5,118									5,118
Common stock repurchased	(1,164,514	)	(12		)	(11,633		)	(4,904		)							(16,549		)
Restricted stock awards granted net of forfeitures	390,000		4			(4		)										—
Other comprehensive loss, net of tax benefit															(2,329		)	(2,329		)
Share-based compensation						977												977
Allocation of ESOP shares						123						640						763

BALANCE, June 30, 2017	11,902,146		$	119		$	112,058		$	77,515		$	(11,537	)	$	(434	)	$	177,721

Net income									1,659									1,659
Common stock repurchased	(136,700	)	(1		)	(1,366		)	(844		)							(2,211		)
Restricted stock awards granted net of forfeitures	35,600		—			—												—
Restricted stock awards canceled	(15,539	)	—			(282		)	—									(282		)
Other comprehensive loss, net of tax benefit															(867		)	(867		)
Reclassification resulting from the Tax Cuts and Jobs Act of 2017									272						(272		)	—
Share-based compensation						589												589
Allocation of ESOP shares						107						329						436

BALANCE, December 31, 2017	11,785,507		$	118		$	111,106		$	78,602		$	(11,208	)	$	(1,573	)	$	177,045

Net income									7,105									7,105
Common stock repurchased	(623,813	)	(6		)	(6,232		)	(3,765		)							(10,003		)
Restricted stock awards granted net of forfeitures	26,400		—			—												—
Restricted stock awards canceled	(18,076	)	—			(294		)	—									(294		)
Other comprehensive loss, net of tax benefit															(3,158		)	(3,158		)
Share-based compensation						1,053												1,053
Allocation of ESOP shares						192						659						851
Cash dividend declared and paid ($0.03 per share)									(335		)							(335		)

BALANCE, December 31, 2018	11,170,018		$	112		$	105,825		$	81,607		$	(10,549	)	$	(4,731	)	$	172,264

See accompanying notes to the consolidated financial statements.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	For the Year Ended			For the Six Months Ended			For the Years Ended June 30,
	December 31, 2018			December 31, 2017			2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	7,105		$	1,659		$	5,118		$	3,992
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	1,325			579			1,239			1,121
Amortization and accretion of premiums and discounts on investments, net	1,825			881			1,067			1,441
Amortization of deferred loan fees, net	219			(105		)	(29		)	1
Amortization of mortgage servicing rights	256			59			234			259
Additions to mortgage servicing rights	(208		)	(168		)	(222		)	(70		)
Net increase on the valuation allowance on mortgage servicing rights	3			—			—			—
Provision for loan losses	1,174			200			1,260			233
Loss (gain) on sale of real estate owned and repossessed assets, net	—			10			(40		)	(546		)
Deferred federal income taxes, net	(352		)	1,802			(1,153		)	(907		)
Allocation of ESOP shares	851			436			763			677
Share-based compensation	1,053			589			977			—
Gain on sale of loans, net	(577		)	(499		)	(757		)	(234		)
Gain on sale of securities available for sale, net	(50		)	(229		)	—			(1,567		)
Gain on sale of securities held to maturity, net	(27		)	—			—			—
Increase in cash surrender value of life insurance, net	(595		)	(311		)	(701		)	(114		)
Income from death benefit on bank-owned life insurance, net	—			—			(768		)	—
Origination of loans held for sale	(22,152		)	(10,977		)	(32,736		)	(8,570		)
Proceeds from loans held for sale	23,517			10,688			34,410			7,997
Change in assets and liabilities:
Increase in accrued interest receivable	(303		)	(725		)	(218		)	(256		)
(Increase) decrease in prepaid expenses and other assets	(65		)	441			428			(750		)
Increase in accrued interest payable	196			117			19			(76		)
Increase (decrease) in accrued expenses and other liabilities	142			512			(7,756		)	7,951

Net cash from operating activities	13,337			4,959			1,135			10,582

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available for sale	(63,046		)	(112,512		)	(41,509		)	(123,194		)
Proceeds from maturities, calls, and principal repayments of securities available for sale	25,447			28,467			76,459			47,481
Proceeds from sales of securities available for sale	56,683			20,550			—			109,065
Proceeds from maturities, calls, and principal repayments of securities held to maturity	6,368			1,613			3,884			5,178
Proceeds from sales of securities held to maturity	2,702			—			—			—
Redemption (purchase) of FHLB stock	96			(2,655		)	35			404

(continued on following page)

See accompanying notes to the consolidated financial statements.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	For the Year Ended			For the Six Months Ended			For the Years Ended June 30,
	December 31, 2018			December 31, 2017			2017			2016

Purchase of bank-owned life insurance	—			—			(10,000		)	—
Proceeds from sale of real estate owned and repossessed assets	—			97			207			3,591
Net increase in loans receivable	(86,134		)	(52,465		)	(108,395		)	(133,543		)
Purchase of premises and equipment, net	(2,841		)	(1,082		)	(956		)	(2,060		)

Net cash from investing activities	(60,725		)	(117,987		)	(80,275		)	(93,078		)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits	$	55,228		$	61,272		$	100,473		$	76,123
Proceeds from FHLB advances	689,711			285,597			290,645			160,223
Repayment of FHLB advances	(697,259		)	(218,924		)	(293,890		)	(169,475		)
Repayment of notes payable	—			—			—			(109		)
Net (decrease) increase in advances from borrowers for taxes and insurance	(138		)	85			103			108
Purchase of ESOP shares	—			—			—			(1,253		)
Net share settlement of stock awards	(294		)	(282		)	—			—
Repurchase of common stock	(10,003		)	(2,211		)	(16,549		)	(5,501		)
Dividends paid	(335		)	—			—			—

Net cash from financing activities	36,910			125,537			80,782			60,116

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(10,478		)	12,509			1,642			(22,380		)

CASH AND CASH EQUIVALENTS, beginning of period	36,801			24,292			22,650			45,030

CASH AND CASH EQUIVALENTS, end of period	$	26,323		$	36,801		$	24,292		$	22,650

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest on deposits and borrowings	$	8,817		$	3,176		$	5,140		$	4,846

Income taxes	$	1,020		$	661		$	2,506		$	2,086

NONCASH INVESTING ACTIVITIES
Unrealized loss on securities available for sale	$	(3,993	)	$	(1,324	)	$	(3,523	)	$	1,740

Loans transferred to real estate owned and repossessed assets, net of deferred loan fees and allowance for loan losses	$	—		$	45		$	222		$	1,352

See accompanying notes to the consolidated financial statements.

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FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

Nature of operations - First Northwest Bancorp, a Washington corporation ("First Northwest"), became the holding company of First Federal Savings and Loan Association of Port Angeles ("First Federal" or the "Bank") on January 29, 2015 , upon completion of the Bank's conversion from a mutual to stock form of organization (the "Conversion"). First Northwest and the Bank are collectively referred to as the "Company." 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 gross proceeds of $121.7 million . An additional 933,360 shares of Company common stock and $400,000 in cash were contributed to the First Federal Community Foundation ("Foundation"), a charitable foundation that was established in connection with the conversion, resulting in the issuance of a total of 13,100,360 shares. The Company received $117.6 million in net proceeds from the stock offering of which $58.4 million were contributed to the Bank upon Conversion.

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 First Northwest's prospectus. The liquidation account is maintained for the benefit of eligible depositors who continue to maintain their accounts at the Bank after the conversion. The liquidation account is 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.

Pursuant to the Plan of Conversion, the Bank’s Board of Directors adopted an ESOP which purchased in the open market 8% of the common stock originally issued for a total of 1,048,029 shares. As of December 15, 2015 , 1,048,029 shares, or 100.0% of the total, had been purchased. As of December 31, 2018 , First Northwest had allocated 201,026 shares from the total shares purchased to participants.

First Northwest's business activities generally are limited to passive investment activities and oversight of its investment in First Federal. Accordingly, the information set forth in this report, including the consolidated financial statements and related data, relates primarily to the Bank.

The Bank is a community-oriented financial institution providing commercial and consumer banking services to individuals and businesses in Western Washington State with offices in Clallam, Jefferson, Kitsap, and Whatcom counties. These services include deposit and lending transactions that are supplemented with borrowing and investing activities.

Change in Fiscal Year - The Company's Board of Directors approved a change in the Company's fiscal year end from June 30 to December 31, effective December 31, 2017. As a result of this change, the consolidated financial statements include the Company's financial results for the six month transition period from July 1, 2017 to December 31, 2017. The following tables present certain comparative transition period condensed financial information for both the twelve months ended and six months ended December 31, 2018, 2017, and 2016, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	For the Six Months Ended December 31,
	2017		2016

			(Unaudited)
Interest income	$	20,286	$	17,460
Interest expense	3,293		2,441
Net interest income	16,993		15,019
Provision for loan losses	200		760
Net interest income after provision for loan losses	16,793		14,259
Noninterest income	3,055		2,773
Noninterest expense	16,147		14,340
Income before provision for income taxes	3,701		2,692
Provision for income taxes	2,042		853
Net income	$	1,659	$	1,839

Basic and diluted earnings per share	$	0.16	$	0.16

Basic weighted average common shares outstanding	10,606,798		11,409,649

Diluted weighted average common shares outstanding	10,703,081		11,452,017



	For the Six Months Ended December 31,
	2017			2016

				(Unaudited)
Net cash from operating activities	$	4,959		$	(4,338	)
Net cash from investing activities	(117,987		)	(39,392		)
Net cash from financing activities	125,537			43,729
Net increase (decrease) in cash and cash equivalents	12,509			(1		)
Cash and cash equivalents, beginning of period	24,292			22,650
Cash and cash equivalents, end of period	$	36,801		$	22,649

Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest on deposits and borrowings	$	3,176		$	2,426
Income taxes	661			1,661

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make assumptions. These assumptions result in estimates that affect the reported amounts of assets and liabilities, revenues and expenses, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. 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, fair value of financial instruments, deferred tax assets and liabilities, and the valuation of impaired loans.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Principles of consolidation - The accompanying consolidated financial statements include the accounts of First Northwest Bancorp and its wholly owned subsidiary, First Federal. All material intercompany accounts and transactions have been eliminated in consolidation.

Subsequent events - The Company has evaluated subsequent events for potential recognition and disclosure and determined there are no such events or transactions requiring recognition or disclosure.

Cash and cash equivalents - Cash and cash equivalents consist of currency on hand, due from banks, and interest-bearing deposits with financial institutions with an original maturity of three months or less. The amounts on deposit fluctuate and, at times, exceed the insured limit by the FDIC, which potentially subjects First Federal to credit risk. First Federal has not experienced any losses due to balances exceeding FDIC insurance limits.

Restricted assets - Federal Reserve Board regulations require maintenance of certain minimum reserve balances on deposit with the Federal Reserve Bank of San Francisco. The amount required to be on deposit was approximately $9.1 million , $10.1 million and $8.8 million at December 31, 2018 , December 31, 2017 and June 30, 2017 , respectively. First Federal was in compliance with its reserve requirements at December 31, 2018 , December 31, 2017 and June 30, 2017 .

Investment securities - Investment securities are classified into one of three categories: (1) held-to-maturity, (2) available-for-sale, or (3) trading. First Federal had no trading securities at December 31, 2018 , December 31, 2017 and June 30, 2017 . Investment securities are categorized as held-to-maturity when First Federal has the positive intent and ability to hold those securities to maturity.

Securities that are held-to-maturity are stated at cost and adjusted for amortization of premiums and accretion of discounts, which are recognized as adjustments to interest income.

Investment securities categorized as available for sale are generally held for investment purposes (to maturity), although unanticipated future events may result in the sale of some securities. Available-for-sale securities are recorded at fair value, with the unrealized holding gain or loss reported in other comprehensive income (OCI), net of tax, as a separate component of shareholders' equity. Realized gains or losses are determined using the amortized cost basis of securities sold using the specific identification method and are included in earnings. Dividend and interest income on investments are recognized when earned. Premiums and discounts are recognized in interest income using the level yield method over the period to maturity.

The Company reviews investment securities for other-than-temporary impairment (OTTI) on a quarterly basis. For debt securities, the Company considers whether management intends to sell a security or if it is likely that the Company will be required to sell the security before recovery of the amortized cost basis of the investment, which may be maturity. For debt securities, if management intends to sell the security or it is likely that the Company will be required to sell the security before recovering its cost basis, the entire impairment loss would be recognized as OTTI and charged against earnings. If management does not intend to sell the security and it is not likely that the Company will be required to sell the security, but management does not expect to recover the entire amortized cost basis of the security, only the portion of the impairment loss representing credit losses would be recognized in earnings. The credit loss on a security is measured as the difference between the amortized cost basis and the present value of the cash flows expected to be collected. Projected cash flows are discounted by the original or current effective interest rate depending on the nature of the security being measured for potential OTTI. The remaining impairment related to all other factors, i.e. the difference between the present value of the cash flows expected to be collected and fair value, is recognized as a charge to OCI. Impairment losses related to all other factors are presented as separate categories within OCI. If there is an indication of additional credit losses, the security is re-evaluated according to the procedures described above.

Federal Home Loan Bank stock - First Federal’s investment in Federal Home Loan Bank of Des Moines (FHLB) stock is carried at cost, which approximates fair value. As a member of the FHLB system, First Federal is required to maintain a

107

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

minimum investment in FHLB stock based on specific percentages of its outstanding mortgages, total assets, or FHLB advances. At December 31, 2018 and 2017 , First Federal’s minimum investment requirement was approximately $6.9 million and $7.0 million , respectively. First Federal was in compliance with the FHLB minimum investment requirement at December 31, 2018 and 2017 . First Federal may request redemption at par value of any stock in excess of the amount First Federal is required to hold. Stock redemptions are granted at the discretion of the FHLB.

Management evaluates FHLB stock for impairment based on its assessment of the ultimate recoverability of cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as (1) the significance of any decline in net assets of the FHLB compared with the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, (3) the impact of legislative and regulatory changes on institutions and, accordingly, the customer base of the FHLB, and (4) the liquidity position of the FHLB. Based on its evaluation, First Federal did not recognize an OTTI loss on its FHLB stock at December 31, 2018 and 2017 .

Loans held for sale - Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value. Fair value is determined based upon market prices from third-party purchasers and brokers. Net unrealized losses, if any, are recognized through a valuation allowance by charges to earnings. Gains or losses on the sale of loans are recognized at the time of sale and determined by the difference between net sale proceeds and the net book value of the loan less the estimated fair value of any retained mortgage servicing rights.

Loans receivable - Loans are stated at the amount of unpaid principal, net of charge-offs, unearned income, allowance for loan loss (ALLL) and any deferred fees or costs. Interest on loans is calculated using the simple interest method based on the month end balance of the principal amount outstanding and is credited to income as earned. The estimated life is adjusted for prepayments.

Each loan segment and class inherently contains differing credit risk profiles depending on the unique aspects of that segment or class of loans. For example, borrowers tend to consider their primary residence and access to transportation for employment-related purposes as basic requirements; accordingly, many consumers prioritize making payments on real estate first-mortgage loans and vehicle loans. Conversely, second-mortgage real estate loans or unsecured loans may not be supported by sufficient collateral; thus, in the event of financial hardship, borrowers may tend to place less importance on maintaining these loans as current and the Bank may not have adequate collateral to provide a secondary source of repayment in the event of default. Notwithstanding the various risk profiles unique to each class of loan, management believes that the credit risk for all loans is similarly dependent on essentially the same factors, including the financial strength of the borrower, the cash flow available to service maturing debt obligations, the condition and value of underlying collateral, the financial strength of any guarantors, and other factors.

Loans are classified as impaired when, based on current information and events, it is probable that First Federal will be unable to collect the scheduled payments of principal and interest when due, in accordance with the terms of the original loan agreement. The carrying value of impaired loans is based on the present value of expected future cash flows discounted at each loan’s effective interest rate or, for collateral dependent loans, at fair value of the collateral, less selling costs. If the measurement of each impaired loan’s value is less than the recorded investment in the loan, First Federal recognizes this impairment and adjusts the carrying value of the loan to fair value through the allowance for loan losses. This can be accomplished by charging off the impaired portion of the loan or establishing a specific component to be provided for in the allowance for loan losses.

The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent, unless the credit is well secured and in process of collection. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash basis or cost recovery method until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. For those loans placed on non-accrual status due to payment delinquency, return to accrual status will generally not occur until the borrower demonstrates repayment ability over a period of not less than six months.

Loan fees - Loan origination fees and certain direct origination costs are deferred and amortized as an adjustment to the yield of the loan over the contractual life using the effective interest method. In the event a loan is sold, the remaining deferred loan origination fees and/or costs are recognized as a component of gains or losses on the sale of loans.

Allowance for loan losses - First Federal maintains a general allowance for loan losses based on evaluating known and inherent risks in the loan portfolio, including management’s continuing analysis of the factors underlying the quality of the loan portfolio. These factors include changes in the size and composition of the loan portfolio, actual loan loss experience, and current and anticipated economic conditions. The reserve is an estimate based upon factors and trends identified by management at the time the financial statements are prepared.

The ultimate recovery of loans is susceptible to future market factors beyond First Federal’s control, which may result in losses or recoveries differing significantly from those provided in the consolidated financial statements. In addition, various regulatory agencies, as an integral part of their examination processes, periodically review First Federal’s allowance for loan losses. Such agencies may require First Federal to recognize additional provisions for loan losses based on their judgment using information available to them at the time of their examination.

Allowances for losses on specific problem loans are charged to income when it is determined that the value of these loans and properties, in the judgment of management, is impaired. First Federal accounts for impaired loans in accordance with Accounting Standards Codification (ASC) 310-10-35, Receivables—Overall—Subsequent Measurement . A loan is considered impaired when, based on current information and events, it is probable that First Federal will be unable to collect all amounts due according to the contractual terms of the loan agreement.

When a loan has been identified as being impaired, the amount of the impairment is measured by using discounted cash flows, except when it is determined that the sole source of repayment for the loan is the operation or liquidation of the underlying collateral. In such cases, impairment is measured at current fair value generally based on a current appraisal of the collateral, reduced by estimated selling costs. When the measurement of the impaired loan is less than the recorded investment in the loan (including collected interest that has been applied to principal, net deferred loan fees or costs, and unamortized premiums or discounts), loan impairment is recognized by establishing or adjusting an allocation of the allowance for loan losses. Uncollected accrued interest is reversed against interest income. If ultimate collection of principal is in doubt, all cash receipts on impaired loans are applied to reduce the principal balance. The impairment amount for small balance homogeneous loans is calculated using the adjusted historical loss rate for the class and risk category related to each loan, unless the loan is subject to a troubled debt restructuring ("TDR").

A TDR is a loan for which First Federal, for reasons related to the borrower’s financial difficulties, grants a concession to the borrower that First Federal would not otherwise consider. The loan terms that have been modified or restructured due to the borrower’s financial difficulty include, but are not limited to, a reduction in the stated interest rate; an extension of the maturity; an interest rate below market; a reduction in the face amount of the debt; a reduction in the accrued interest; or extension, deferral, renewal, or rewrite of the original loan terms.

The restructured loans may be classified “special mention” or “substandard” depending on the severity of the modification. Loans that were paid current at the time of modification may be upgraded in their classification after a sustained period of repayment performance, usually six months or longer, and there is reasonable assurance that repayment will continue. Loans that are past due at the time of modification are classified “substandard” and placed on nonaccrual status.

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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.

Reserve for unfunded commitments - Management maintains a reserve for unfunded commitments to absorb probable losses associated with off-balance sheet commitments to lend funds such as unused lines of credit and the undisbursed portion of construction loans. Management determines the adequacy of the reserve based on reviews of individual exposures, current economic conditions, and other relevant factors. The reserve is based on estimates and ultimate losses may vary from the current estimates. The reserve is evaluated on a regular basis and necessary adjustments are reported in earnings during the period in which they become known. The reserve for unfunded commitments is included in "Accrued expenses and other liabilities" on the consolidated balance sheets.

Real estate owned and repossessed assets - Real estate owned and repossessed assets include real estate and personal property acquired through foreclosure or repossession, and may include in-substance foreclosed properties. In-substance foreclosed properties are those properties for which the Bank has taken physical possession, regardless of whether formal foreclosure proceedings have taken place.

Mortgage servicing rights - Originated servicing rights are recorded when mortgage loans are originated and subsequently sold with the servicing rights retained. Servicing assets are initially recognized at fair value with the income statement effect recorded in gains on sales of loans and amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial asset. To determine the fair value of servicing rights, management uses a valuation model that calculates the present value of future cash flows. Assumptions used in the valuation model include market discount rates and anticipated prepayment speeds. In addition, estimates of the cost of servicing per loan, an inflation rate, ancillary income per loan, and default rates are used. The initial fair value relating to the servicing rights is capitalized and amortized into noninterest income in proportion to, and over the period of, estimated future net servicing income.

Management assesses impairment of the mortgage servicing rights based on recalculations of the present value of remaining future cash flows using updated market discount rates and prepayment speeds. Subsequent loan prepayments and changes in prepayment assumptions in excess of those forecasted can adversely impact the carrying value of the servicing rights. Impairment is assessed on a stratified basis with any impairment recognized through a valuation allowance for each impaired stratum. The servicing rights are stratified based on the predominant risk characteristics of the underlying loans: fixed-rate loans and adjustable-rate loans. The effect of changes in market interest rates on estimated rates of loan prepayments is the predominant risk characteristic for mortgage servicing rights. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds, and default rates and losses.

Mortgage servicing income represents fees earned for servicing loans. Fees for servicing mortgage loans are generally based upon a percentage of the principal balance of the loans serviced, as well as related ancillary income such as late charges. Servicing income is recognized as earned, unless collection is doubtful. The caption in the consolidated statement of income “ Mortgage servicing fees, net ” includes mortgage servicing income, amortization of mortgage servicing rights, the effects of mortgage servicing run-off, and impairment, if applicable.

Income taxes - First Federal accounts for income taxes in accordance with the provisions of ASC 740-10, Income Taxes , which requires the use of the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for their future tax consequences, attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted

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tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Premises and equipment - Premises and equipment are stated at cost less accumulated depreciation. Depreciation is recognized and computed on the straight-line method over the estimated useful lives as follows:



Buildings	37.5 - 50 years
Furniture, fixtures, and equipment	3 - 10 years
Software	3 years
Automobiles	5 years

Transfers of financial assets - Transfers of an entire financial asset, a group of financial assets, or a participating interest in an entire financial asset are accounted for as sales when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when: (1) the assets have been isolated from First Federal, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) First Federal does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. The mortgage loans that are sold with recourse provisions are accounted for as sales until such time as the loan defaults.

Periodically, First Federal sells mortgage loans with “life of the loan” recourse provisions, requiring First Federal to repurchase the loan at any time if it defaults. The remaining balance of such loans at December 31, 2018 , December 31, 2017 and June 30, 2017 , was approximately $5.6 million , $5.6 million and $6.5 million , respectively. Of these loans, no loans were repurchased during the year ended December 31, 2018 or six months ended December 31, 2017 , and one loan was repurchased in the amount of $100,000 during the year ended June 30, 2017 . There is an associated allowance of $19,000 , $25,000 and $33,000 at December 31, 2018 , December 31, 2017 and June 30, 2017 , respectively, included in “accrued expenses and other liabilities” on the consolidated balance sheets related to these loans.

Bank-owned life insurance - The carrying amount of life insurance approximates fair value. Fair value of life insurance is estimated using the cash surrender value, less applicable surrender charges. The change in cash surrender value is included in noninterest income.

Off-balance-sheet credit-related financial instruments - In the ordinary course of business, First Federal has entered into commitments to extend credit, including commitments under lines of credit, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded.

Advertising costs - First Federal expenses advertising costs as they are incurred.

Comprehensive income (loss) - Accounting principles generally require that recognized revenue, expenses, and gains and losses be included in net income (loss) . Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the consolidated balance sheets, such items, along with net income (loss) , are components of comprehensive income (loss) .

Dividend restriction - Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to the Company or by the Company to shareholders.

Fair value measurements - Fair values of financial instruments are estimated using relevant market information and other assumptions ( Note 14 ). Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

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Segment information - First Federal is engaged in the business of attracting deposits and providing lending services. Substantially all income is derived from a diverse base of commercial, mortgage, and consumer lending activities and investments. The Company’s activities are considered to be a single industry segment for financial reporting purposes.

Employee Stock Ownership Plan - The cost of shares issued to the ESOP but not yet allocated to participants is shown as a reduction of shareholders' equity. Compensation expense is based on the market price of shares as they are committed to be released to participants' accounts. Dividends on allocated ESOP shares reduce retained earnings while dividends on unearned ESOP shares reduce debt and accrued interest.

Earnings (loss) per Share - Basic earnings (loss) per share ("EPS") is computed by dividing net income or (loss), reduced by earnings allocated to participating shares of restricted stock, by the weighted-average number of common shares outstanding during the period. As ESOP shares are committed to be released they become outstanding for EPS calculation purposes. ESOP shares not committed to be released are not considered outstanding for basic or diluted EPS calculations. The basic EPS calculation excludes the dilutive effect of all common stock equivalents. Diluted earnings per share reflects the weighted-average potential dilution that could occur if all potentially dilutive securities or other commitments to issue common stock were exercised or converted into common stock using the treasury stock method.

According to the provisions of ASC 260, Earnings per Share , nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and are included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared or accumulated and participation rights in undistributed earnings. At this time the Company has no share-based payment awards nor paid a dividend.

Recently adopted accounting pronouncements - In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) . In August 2015, FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which postponed the effective date of 2014-09. Subsequently, in March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations . This amendment clarifies that an entity should determine if it is the principal or the agent for each specified good or service promised in a contract with a customer. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . The core principle of Topic 606 is that an entity must recognize revenue when it has satisfied a performance obligation of transferring promised goods or services to a customer. 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. These standards were effective for interim and annual periods beginning after December 15, 2017. The Company has analyzed its revenue sources of noninterest income to determine when the satisfaction of the performance obligation occurs and the appropriate recognition of revenue. The adoption of these ASUs did not have a material impact on the Company’s consolidated financial statements as the Company did not identify any significant changes in the timing of revenue recognition when considering the amended accounting guidance since it is consistent with the Company’s current accounting policy for contracts.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. In addition, the amendments in this ASU require an entity to disclose the fair value of financial instruments using the exit price notion. Exit price is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The amendments in this ASU were effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has used the exit price notion in the fair value disclosure of financial instruments in Note 14 of this report. The adoption of ASU 2016-01 did not have a material

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impact on the Company’s consolidated financial statements or disclosures in the Notes to the Consolidated Financial Statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The ASU provides specific guidance on eight classification issues in order to achieve more consistent reporting. The amendments in this ASU were effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not currently have items on its cash flow statement that were impacted by adoption of this ASU and therefore adoption of ASU 2016-15 did not have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities . The ASU shortens the amortization period for certain callable debt securities held at a premium using the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The adoption of ASU 2017-08 did not have a material impact on the Company's consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting . This ASU provides clarity on the guidance related to stock compensation when there have been changes to the terms or conditions of a share-based payment award to which an entity would be required to apply modification accounting under ASC 718. The ASU provides the three following criteria must be met in order to not account for the effect of the modification of terms or conditions: the fair value, the vesting conditions and the classification as an equity or liability instrument of the modified award is the same as the original award immediately before the original award is modified. The amendments in this ASU were effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company has not had any modifications on share-based payment awards and therefore the adoption of ASU 2017-09 did not have a material impact on the Company’s consolidated financial statements.

In March 2018, FASB issued ASU No. 2018-05, Income Taxes (Topic 740) . This ASU was issued to provide guidance on the income tax accounting implications of the Tax Cuts and Jobs Act, and allows for entities to report provisional amounts for specific income tax effects of the Act for which the accounting under Topic 740 was not yet complete but a reasonable estimate could be determined. A measurement period of one-year is allowed to complete the accounting effects under Topic 740 and revise any previous estimates reported. Any provisional amounts or subsequent adjustments included in an entity’s financial statements during the measurement period should be included in income from continuing operations as an adjustment to tax expense in the reporting period the amounts are determined. The Company adopted this ASU with the provisional adjustments as reported in the Consolidated Financial Statements on Form 10-KT as of December 31, 2017. As of December 31, 2018 , the Company did not incur any adjustments to the provisional recognition.

Recently issued accounting pronouncements

Lease Accounting

In February 2016, the FASB issued ASU No. 2016-02, Leases . ASU 2016-02 is intended to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The principal change required by this ASU relates to lessee accounting, and is that for operating leases, a lessee is required to (1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position, (2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis, and (3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 also changes disclosure requirements related to leasing activities, and requires certain qualitative disclosures along with specific quantitative disclosures. The amendments in ASU 2016-02 are effective for annual

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periods, and interim periods within those annual periods, beginning after December 15, 2018. Early application of the amendments in ASU 2016-02 is permitted. Once adopted, we expect to report higher assets and liabilities on our Consolidated Balance Sheets as a result of including right-of-use assets and lease liabilities related to certain banking offices and certain equipment under noncancelable operating lease agreements, which currently are not reflected in our Consolidated Balance Sheets. We do not expect the guidance to have a material impact on the Consolidated Statements of Income or Consolidated Statements of Changes in Shareholders' Equity. ASU 2016-02 initially provided for one retrospective transition method; however a second transition method was later added with ASU 2018-11 which permits companies to utilize certain practical expedients.

In July 2018, FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases . These amendments provide minor clarifications and corrections to ASU 2016-02, Leases (Topic 842) .

In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements . The amendments in this ASU provide entities with an additional optional transition method to adopt ASU 2016-02. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting under this additional transition method for the comparative periods presented in the financial statements in which it adopts the new leases standard would continue to be in accordance with current GAAP (Topic 840, Leases ).

The Company adopted ASU 2016-02 (as amended by subsequent ASUs) effective January 1, 2019 utilizing the new transition method described in ASU 2018-11 and availed itself of practical expedients. As a lessee, the Company is party to several office leases for which the Company recorded right-of-use assets and lease liabilities at the present value of the remaining minimum rental payments of $3.9 million upon adoption of ASU 2016-02. As lessee, the Company applied the following practical expedients in the implementation ASU 2016-02: (i) to not separate non-lease components from the associated lease component as described above and (ii) to not apply the right-of-use recognition requirements to short-term leases.

Other Accounting Topics

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Loss , which updates the guidance on recognition and measurement of credit losses for financial assets. The new requirements, known as the current expected credit loss model (CECL) will require entities to adopt an impairment model based on expected losses rather than incurred losses. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Upon adoption, the Company will change processes and procedures to calculate the allowance for loan losses, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. In addition, the current accounting policy and procedures for other-than-temporary impairment on investment securities available for sale will be replaced with an allowance approach. At this time, we cannot reasonably estimate the impact the implementation of this ASU will have on the Company's consolidated financial statements. The Company's internal project management team continues to review models, work with our third-party vendor, and discuss changes to processes and procedures to ensure the Company is fully compliant with the amendments at the adoption date.

In August 2017, FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815). This ASU was issued to provide investors better insight to an entity’s risk management hedging strategies by permitting companies to recognize the economic results of its hedging strategies in its financial statements. The amendments in this ASU permit hedge accounting for hedging relationships involving non-financial risk and interest rate risk by removing certain limitations in cash flow and fair value hedging relationships. In addition, the ASU requires an entity to present the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is reported. This ASU is effective for fiscal years beginning after December 15, 2018, and early adoption is permitted. Adoption of ASU 2017-12 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2018, FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . These amendments provide specific guidance for transactions for acquiring

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goods and services from nonemployees and specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (i) financing to the issuer or (ii) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers . This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods beginning after December 15, 2020. Early adoption is permitted but not earlier than the adoption of Topic 606. The Company does not believe that this guidance will have a material effect on its consolidated financial statements as it has not historically issued share-based payments in exchange for goods or services to be consumed within its operations.

In July 2018, FASB issued ASU No. 2018-09, Codification Improvements . These amendments provide clarifications and corrections to certain ASC subtopics including the following: 220-10 (Income Statement - Reporting Comprehensive Income - Overall), 470-50 (Debt - Modifications and Extinguishments), 480-10 (Distinguishing Liabilities from Equity - Overall), 718-740 (Compensation - Stock Compensation - Income Taxes), 805-740 (Business Combinations - Income Taxes), 815-10 (Derivatives and Hedging - Overall), and 820-10 (Fair Value Measurement - Overall). Some of the amendments in ASU 2018-09 do not require transition guidance and will be effective upon issuance; however, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.

In August 2018, FASB issued ASU No. 2018-13, Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies, and adds certain disclosure requirements related to fair value measurements in ASC 820. This guidance is effective for public companies in fiscal years beginning after December 15, 2019 with early adoption permitted. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.

In August 2018, FASB issued ASU No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract to provide guidance on implementation costs incurred in a cloud computing arrangement that is a service contract. The ASU aligns the accounting for such costs with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC 350 to include in its scope implementation costs of such arrangements that are service contracts and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized. This ASU, which is effective for fiscal years beginning after December 15, 2019, is not expected to have a material impact on the Company’s financial statements.

In October 2018, the FASB issued ASU No. 2018-16 Derivatives and Hedging (Topic 815), Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes . The amendments in this ASU permit use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the interest rates on direct Treasury obligations of the U.S. government, the London Interbank Offered Rate (LIBOR) swap rate, the Overnight Index Swap (OIS) Rate based on the Fed Funds Effective Rate and the Securities Industry and Financial Markets Association (SIFMA) Municipal Swap Rate. The amendments in this ASU are required to be adopted concurrently with the amendments in ASU 2017-12. For public companies, this would be for fiscal years, and interim periods within those fiscal years beginning after December 15, 2018. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.

In August 2018, the Securities and Exchange Commission issued a final rule that amends certain of its disclosure requirements. The rule simplifies various disclosure requirements for public companies including primarily that it (i) eliminates the requirement for public companies to disclose in their filings a schedule of earnings to fixed charges, (ii) requires an analysis of changes in stockholders’ equity for the current and comparative year-to-date interim periods in interim reports, and (iii) reduces the requirements for market price information disclosures in annual reports. These changes are effective for public companies beginning on November 5, 2018. The Company anticipates complying with these new requirements beginning with its March 31, 2019 Quarterly Report on Form 10-Q.

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Reclassifications - Certain amounts in the unaudited interim consolidated financial statements for prior periods have been reclassified to conform to the current audited financial statement presentation with no effect on net income or shareholders' equity.

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, 2018 , are summarized as follows:



	December 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
Available for Sale
Investment Securities
Municipal bonds	$	882	$	—	$	(13	)	$	869
U.S. government agency issued asset-backed securities (ABS agency)	26,125		—		(373		)	25,752
Corporate issued asset-backed securities (ABS corporate)	37,897		—		(1,174		)	36,723
Corporate issued debt securities (Corporate debt)	9,986		98		(196		)	9,888
U.S. Small Business Administration securities (SBA)	35,936		23		(289		)	35,670

Total	$	110,826	$	121	$	(2,045	)	$	108,902

Mortgage-Backed Securities
U.S. government agency issued mortgage-backed securities (MBS agency)	$	147,205	$	12	$	(3,762	)	$	143,455
Corporate issued mortgage-backed securities (MBS corporate)	10,953		—		(343		)	10,610

Total	$	158,158	$	12	$	(4,105	)	$	154,065

Total securities available for sale	$	268,984	$	133	$	(6,150	)	$	262,967

Held to Maturity
Investment Securities
Municipal bonds	$	11,919	$	43	$	—		$	11,962
SBA	302		—		(1		)	301

Total	$	12,221	$	43	$	(1	)	$	12,263

Mortgage-Backed Securities
MBS agency	$	31,282	$	40	$	(595	)	$	30,727

Total securities held to maturity	$	43,503	$	83	$	(596	)	$	42,990

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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, 2017 , are summarized as follows:



	December 31, 2017
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
Available for Sale
Investment Securities
Municipal bonds	$	13,058	$	391	$	(15	)	$	13,434
ABS agency	21,972		36		(238		)	21,770
ABS corporate	22,823		—		(55		)	22,768
Corporate debt	19,835		195		(122		)	19,908
SBA	47,325		98		(149		)	47,274

Total	$	125,013	$	720	$	(579	)	$	125,154

Mortgage-Backed Securities
MBS agency	$	146,532	$	36	$	(2,026	)	$	144,542
MBS corporate	20,721		18		(193		)	20,546

Total	$	167,253	$	54	$	(2,219	)	$	165,088

Total securities available for sale	$	292,266	$	774	$	(2,798	)	$	290,242

Held to Maturity
Investment Securities
Municipal bonds	$	13,963	$	156	$	—		$	14,119
SBA	399		—		(4		)	395

Total	$	14,362	$	156	$	(4	)	$	14,514

Mortgage-Backed Securities
MBS agency	$	35,764	$	338	$	(350	)	$	35,752

Total securities held to maturity	$	50,126	$	494	$	(354	)	$	50,266

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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, 2017 , are summarized as follows:



	June 30, 2017
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
Available for Sale
Investment Securities
Municipal bonds	$	21,540	$	686	$	(3	)	$	22,223
Agency bonds	5,050		—		(124		)	4,926
ABS agency	7,883		—		(235		)	7,648
ABS corporate	9,921		—		(108		)	9,813
SBA	14,195		36		(53		)	14,178

Total	$	58,589	$	722	$	(523	)	$	58,788

Mortgage-Backed Securities
MBS agency	$	144,380	$	110	$	(1,054	)	$	143,436
MBS corporate	26,324		126		(81		)	26,369

Total	$	170,704	$	236	$	(1,135	)	$	169,805

Total securities available for sale	$	229,293	$	958	$	(1,658	)	$	228,593

Held to Maturity
Investment Securities
Municipal bonds	$	14,120	$	306	$	—		$	14,426
SBA	443		—		(1		)	442

Total	$	14,563	$	306	$	(1	)	$	14,868

Mortgage-Backed Securities
MBS agency	$	37,309	$	566	$	(122	)	$	37,753

Total securities held to maturity	$	51,872	$	872	$	(123	)	$	52,621

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The following table 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, 2018 :



	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	$	(8	)	$	757	$	(5	)	$	110	$	(13	)	$	867
ABS Agency	(302		)	23,286		(71		)	2,466		(373		)	25,752
ABS corporate	(571		)	14,527		(603		)	22,196		(1,174		)	36,723
Corporate debt	—			—		(196		)	4,791		(196		)	4,791
SBA	(44		)	13,400		(245		)	13,089		(289		)	26,489

Total	$	(925	)	$	51,970	$	(1,120	)	$	42,652	$	(2,045	)	$	94,622

Mortgage-Backed Securities
MBS agency	$	(28	)	$	17,996	$	(3,734	)	$	120,617	$	(3,762	)	$	138,613
MBS corporate	—			—		(343		)	10,610		(343		)	10,610

Total	$	(28	)	$	17,996	$	(4,077	)	$	131,227	$	(4,105	)	$	149,223

Held to Maturity
Investment Securities
SBA	$	(1	)	$	—	$	—		$	301	$	(1	)	$	301

Mortgage-Backed Securities
MBS agency	$	(70	)	$	6,241	$	(525	)	$	18,073	$	(595	)	$	24,314

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	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	$	(11	)	$	4,276	$	(4	)	$	114	$	(15	)	$	4,390
ABS Agency	—			—		(238		)	7,294		(238		)	7,294
ABS Corporate	(55		)	22,768		—			—		(55		)	22,768
Corporate debt	(122		)	4,864		—			—		(122		)	4,864
SBA	(45		)	7,421		(104		)	8,067		(149		)	15,488
Total	$	(233	)	$	39,329	$	(346	)	$	15,475	$	(579	)	$	54,804

Mortgage-Backed Securities
MBS agency	$	(394	)	$	57,081	$	(1,632	)	$	85,421	$	(2,026	)	$	142,502
MBS corporate	(22		)	5,808		(171		)	10,172		(193		)	15,980
Total	$	(416	)	$	62,889	$	(1,803	)	$	95,593	$	(2,219	)	$	158,482

Held to Maturity
Investment Securities
SBA	$	(4	)	$	395	$	—		$	—	$	(4	)	$	395

Mortgage-Backed Securities
MBS agency	$	(6	)	$	1,001	$	(344	)	$	18,494	$	(350	)	$	19,495

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	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	$	(3	)	$	116	$	—		$	—	$	(3	)	$	116
Agency bonds	(52		)	2,498		(72		)	2,428		(124		)	4,926
ABS Agency	—			—		(235		)	7,647		(235		)	7,647
ABS Corporate	—			—		(108		)	9,813		(108		)	9,813
SBA	(53		)	8,405		—			—		(53		)	8,405
Total	$	(108	)	$	11,019	$	(415	)	$	19,888	$	(523	)	$	30,907

Mortgage-Backed Securities
MBS agency	$	(968	)	$	102,738	$	(86	)	$	4,978	$	(1,054	)	$	107,716
MBS corporate	(81		)	6,894		—			—		(81		)	6,894
Total	$	(1,049	)	$	109,632	$	(86	)	$	4,978	$	(1,135	)	$	114,610

Held to Maturity
Investment Securities
Municipal bonds	$	(1	)	$	261	$	—		$	—	$	(1	)	$	261

Mortgage-Backed Securities
MBS agency	$	(121	)	$	18,522	$	(1	)	$	597	$	(122	)	$	19,119

The Company may hold certain investment securities in an unrealized loss position that are not considered OTTI. At December 31, 2018 , there were 69 investment securities with $6.7 million of unrealized losses and a fair value of approximately $268.5 million . At December 31, 2017 , there were 63 investment securities with $3.2 million of unrealized losses and a fair value of approximately $233.2 million . At June 30, 2017 , there were 42 investment securities with $1.8 million of unrealized losses and a fair value of approximately $164.9 million .

Management believes that the unrealized losses on investment securities relate principally to the general change in interest rates and illiquidity, and not credit quality, that has occurred since the initial purchase, and such unrecognized losses or gains will continue to vary with general interest rate level fluctuations in the future. Certain investments in a loss position are guaranteed by government entities or government sponsored entities. The Company does not intend to sell the securities in an unrealized loss position and believes it is not likely it will be required to sell these investments prior to a market price recovery or maturity.

There were no OTTI losses during the year ended December 31, 2018 , six months ended December 31, 2017 , and years ended June 30, 2017 and 2016 .

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The amortized cost and estimated fair value of investment securities by contractual maturity are shown in the following tables at the dates indicated. Expected maturities of mortgage-backed securities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties; therefore, these securities are shown separately.



	December 31, 2018
	Available for Sale				Held to Maturity
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In thousands)
Mortgage-backed securities:
Due within one year	$	—	$	—	$	—	$	—
Due after one through five years	7,204		7,089		578		569
Due after five through ten years	11,862		11,637		2,035		1,978
Due after ten years	139,092		135,339		28,669		28,180

Total mortgage-backed securities	158,158		154,065		31,282		30,727

All other investment securities:
Due within one year	—		—		—		—
Due after one through five years	—		—		734		741
Due after five through ten years	19,564		19,362		6,728		6,743
Due after ten years	91,262		89,540		4,759		4,779

Total all other investment securities	110,826		108,902		12,221		12,263

Total investment securities	$	268,984	$	262,967	$	43,503	$	42,990



	December 31, 2017
	Available for Sale				Held to Maturity
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In thousands)
Mortgage-backed securities:
Due within one year	$	—	$	—	$	—	$	—
Due after one through five years	7,363		7,260		1,957		1,973
Due after five through ten years	13,337		13,127		2,835		2,792
Due after ten years	146,553		144,701		30,972		30,987

Total mortgage-backed securities	167,253		165,088		35,764		35,752

All other investment securities:
Due within one year	—		—		—		—
Due after one through five years	4,388		4,380		—		—
Due after five through ten years	29,482		29,661		9,491		9,574
Due after ten years	91,143		91,113		4,871		4,940

Total all other investment securities	125,013		125,154		14,362		14,514

Total investment securities	$	292,266	$	290,242	$	50,126	$	50,266

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	June 30, 2017
	Available for Sale				Held to Maturity
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In thousands)
Mortgage-backed securities:
Due within one year	$	—	$	—	$	—	$	—
Due after one through five years	—		—		2,518		2,550
Due after five through ten years	19,009		18,919		3,260		3,233
Due after ten years	151,695		150,886		31,531		31,970

Total mortgage-backed securities	170,704		169,805		37,309		37,753

All other investment securities:
Due within one year	—		—		—		—
Due after one through five years	6,890		6,848		—		—
Due after five through ten years	22,042		22,124		9,637		9,817
Due after ten years	29,657		29,816		4,926		5,051

Total all other investment securities	58,589		58,788		14,563		14,868

Total investment securities	$	229,293	$	228,593	$	51,872	$	52,621

Sales of available-for-sale securities were as follows:



	For the Year Ended			For the Six Months Ended			Year Ended June 30,
	December 31, 2018			December 31, 2017			2017		2016
	(In thousands)
Proceeds	$	56,683		$	20,550		$	—	$	109,065
Gross gains	233			362			—		1,727
Gross losses	(183		)	(133		)	—		(160		)

During the year ended December 31, 2018, the Bank sold certain held to maturity investments that had substantially reached maturity, allowing us to sell the securities without tainting the remaining held to maturity securities portfolio. The held-to-maturity designation of the remaining securities is unchanged. Gross proceeds on the sale of these securities totaled $2.7 million with gross realized gains and losses of $32,000 and $5,000 , respectively.

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Note 3 - Loans Receivable

Loans receivable consist of the following at the dates indicated:



	December 31, 2018			December 31, 2017			June 30, 2017
	(In thousands)
Real Estate:
One- to four-family	$	336,178		$	355,391		$	328,243
Multi-family	82,331			73,767			58,101
Commercial real estate	253,235			202,956			202,038
Construction and land	54,102			71,145			71,630
Total real estate loans	725,846			703,259			660,012

Consumer:
Home equity	37,629			38,473			35,869
Auto and other consumer	87,357			28,106			21,043
Total consumer loans	124,986			66,579			56,912

Commercial business loans	18,898			16,303			17,073

Total loans	869,730			786,141			733,997

Less:
Net deferred loan fees	292			724			904
Premium on purchased loans, net	(3,947		)	(2,454		)	(2,216		)
Allowance for loan losses	9,533			8,760			8,523

Total loans receivable, net	$	863,852		$	779,111		$	726,786

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



	December 31, 2018		December 31, 2017		June 30, 2017
	(In thousands)
Adjustable-rate loans
Due within one year	$	84,284	$	78,675	$	109,039
After one but within five years	263,118		221,664		213,265
After five but within ten years	59,922		114,880		90,873
After ten years	5,202		1,223		5,299
	412,526		416,442		418,476
Fixed-rate loans
Due within one year	1,698		9,475		7,632
After one but within five years	83,407		37,838		34,436
After five but within ten years	120,094		87,786		58,360
After ten years	252,005		234,600		215,093
	457,204		369,699		315,521
	$	869,730	$	786,141	$	733,997

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.

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



	At or For the Year Ended December 31, 2018
	One-to- four family			Multi- family		Commercial real estate		Construction and land			Home equity			Auto and other consumer			Commercial business		Unallocated			Total
	(In thousands)
ALLL:
Beginning balance	$	3,061		$	648	$	1,847	$	648		$	787		$	712		$	265	$	792		$	8,760
Provision for loan losses	249			114		442		(65		)	(332		)	1,315			68		(617		)	1,174
Charge-offs	(18		)	—		—		—			—			(638		)	—		—			(656		)
Recoveries	5			—		—		2			25			222			1		—			255
Ending balance	$	3,297		$	762	$	2,289	$	585		$	480		$	1,611		$	334	$	175		$	9,533

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	At December 31, 2018
	One-to- four family		Multi- family		Commercial real estate		Construction and land		Home equity		Auto and other consumer		Commercial business		Unallocated		Total
	(In thousands)
Total ALLL	$	3,297	$	762	$	2,289	$	585	$	480	$	1,611	$	334	$	175	$	9,533
General reserve	3,262		761		2,281		584		474		1,552		168		175		9,257
Specific reserve	35		1		8		1		6		59		166		—		276

Total loans	$	336,178	$	82,331	$	253,235	$	54,102	$	37,629	$	87,357	$	18,898	$	—	$	869,730
General reserves ⁽¹⁾	333,062		82,221		251,263		54,058		37,002		87,113		18,453		—		863,172
Specific reserves ⁽²⁾	3,116		110		1,972		44		627		244		445		—		6,558


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



	At or For the Year Ended December 31, 2017
	One-to- four family			Multi- family		Commercial real estate		Construction and land			Home equity			Auto and other consumer			Commercial business			Unallocated		Total
	(In thousands)
ALLL:
Beginning balance	$	3,071		$	511	$	1,735	$	683		$	818		$	523		$	1,168		$	14	$	8,523
Provision for loan losses	(112		)	137		112		(36		)	(6		)	231			(904		)	778		200
Charge-offs	—			—		—		—			(47		)	(159		)	—			—		(206		)
Recoveries	102			—		—		1			22			117			1			—		243
Ending balance	$	3,061		$	648	$	1,847	$	648		$	787		$	712		$	265		$	792	$	8,760



	At December 31, 2017
	One-to- four family		Multi- family		Commercial real estate		Construction and land		Home equity		Auto and other consumer		Commercial business		Unallocated		Total
	(In thousands)
Total ALLL	$	3,061	$	648	$	1,847	$	648	$	787	$	712	$	265	$	792	$	8,760
General reserve	3,014		647		1,719		647		779		703		262		792		8,563
Specific reserve	47		1		128		1		8		9		3		—		197

Total loans	$	355,391	$	73,767	$	202,956	$	71,145	$	38,473	$	28,106	$	16,303	$	—	$	786,141
General reserves ⁽¹⁾	351,545		73,652		201,885		71,093		37,838		28,047		16,020		—		780,080
Specific reserves ⁽²⁾	3,846		115		1,071		52		635		59		283		—		6,061


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

126

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	At or For the Year Ended June 30, 2017
	One-to- four family			Multi- family		Commercial real estate		Construction and land		Home equity			Auto and other consumer			Commercial business			Unallocated			Total
	(In thousands)
ALLL:
Beginning balance	$	2,992		$	341	$	1,268	$	599	$	833		$	310		$	335		$	561		$	7,239
Provision for loan losses	(34		)	170		467		82		(90		)	376			836			(547		)	1,260
Charge-offs	—			—		—		—		(81		)	(252		)	(5		)	—			(338		)
Recoveries	113			—		—		2		156			89			2			—			362
Ending balance	$	3,071		$	511	$	1,735	$	683	$	818		$	523		$	1,168		$	14		$	8,523



	At June 30, 2017
	One-to- four family		Multi- family		Commercial real estate		Construction and land		Home equity		Auto and other consumer		Commercial business		Unallocated		Total
	(In thousands)
Total ALLL	$	3,071	$	511	$	1,735	$	683	$	818	$	523	$	1,168	$	14	$	8,523
General reserve	2,988		510		1,718		682		797		501		961		14		8,171
Specific reserve	83		1		17		1		21		22		207		—		352

Total loans	$	328,243	$	58,101	$	202,038	$	71,630	$	35,869	$	21,043	$	17,073	$	—	$	733,997
General reserves ⁽¹⁾	323,592		57,983		200,467		71,602		35,160		21,021		16,784		—		726,609
Specific reserves ⁽²⁾	4,651		118		1,571		28		709		22		289		—		7,388


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



	At or For the Year Ended June 30, 2016
	One-to- four family			Multi- family		Commercial real estate			Construction and land			Home equity			Auto and other consumer			Commercial business			Unallocated			Total
	(In thousands)
ALLL:
Beginning balance	$	3,143		$	251	$	998		$	336		$	1,052		$	321		$	251		$	759		$	7,111
Provision for loan losses	(140		)	90		288			247			(205		)	102			49			(198		)	233
Charge-offs	(75		)	—		(18		)	(17		)	(77		)	(172		)	(7		)	—			(366		)
Recoveries	64			—		—			33			63			59			42			—			261
Ending balance	$	2,992		$	341	$	1,268		$	599		$	833		$	310		$	335		$	561		$	7,239

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents a summary of loans individually evaluated for impairment by portfolio segment including the average recorded investment in and interest income recognized on impaired loans at or for the periods shown:



							Year Ended
	December 31, 2018						December 31, 2018
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(In thousands)
With no allowance recorded:
One- to four-family	$	306	$	339	$	—	$	381	$	15
Multi-family	—		—		—		—		—
Commercial real estate	1,308		1,374		—		1,942		47
Construction and land	—		1		—		1,243		—
Home equity	330		478		—		349		12
Other consumer	—		276		—		—		14
Commercial business	—		3		—		—		—
Total	1,944		2,471		—		3,915		88

With an allowance recorded:
One- to four-family	2,810		3,085		35		3,016		181
Multi-family	110		110		1		113		6
Commercial real estate	664		663		8		738		35
Construction and land	44		71		1		66		5
Home equity	297		364		6		275		22
Other consumer	244		244		59		126		8
Commercial business	445		445		166		777		64
Total	4,614		4,982		276		5,111		321

Total impaired loans:
One- to four-family	3,116		3,424		35		3,397		196
Multi-family	110		110		1		113		6
Commercial real estate	1,972		2,037		8		2,680		82
Construction and land	44		72		1		1,309		5
Home equity	627		842		6		624		34
Other consumer	244		520		59		126		22
Commercial business	445		448		166		777		64
Total	$	6,558	$	7,453	$	276	$	9,026	$	409

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



							Six Months Ended
	December 31, 2017						December 31, 2017
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(In thousands)
With no allowance recorded:
One- to four-family	$	382	$	407	$	—	$	723	$	7
Multi-family	—		—		—		—		—
Commercial real estate	256		378		—		292		—
Construction and land	—		3		—		—		—
Home equity	365		515		—		375		5
Other consumer	—		124		—		—		3
Commercial business	—		4		—		—		—
Total	1,003		1,431		—		1,390		15

With an allowance recorded:
One- to four-family	3,464		3,718		47		3,591		112
Multi-family	115		115		1		116		3
Commercial real estate	815		821		128		1,015		16
Construction and land	52		76		1		40		3
Home equity	270		338		8		291		11
Other consumer	59		67		9		36		1
Commercial business	283		283		3		286		7
Total	5,058		5,418		197		5,375		153

Total impaired loans:
One- to four-family	3,846		4,125		47		4,314		119
Multi-family	115		115		1		116		3
Commercial real estate	1,071		1,199		128		1,307		16
Construction and land	52		79		1		40		3
Home equity	635		853		8		666		16
Other consumer	59		191		9		36		4
Commercial business	283		287		3		286		7
Total	$	6,061	$	6,849	$	197	$	6,765	$	168

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							Year Ended
	June 30, 2017						June 30, 2017
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(In thousands)
With no allowance recorded:
One- to four-family	$	646	$	845	$	—	$	1,623	$	12
Multi-family	—		—		—		—		—
Commercial real estate	297		406		—		383		—
Construction and land	—		—		—		—		—
Home equity	379		410		—		232		6
Other consumer	—		124		—		—		4
Commercial business	—		—		—		—		—
Total	1,322		1,785		—		2,238		22

With an allowance recorded:
One- to four-family	4,005		4,295		83		3,897		213
Multi-family	118		118		1		120		6
Commercial real estate	1,274		1,278		17		1,229		68
Construction and land	28		52		1		39		2
Home equity	330		398		21		353		23
Other consumer	22		50		22		53		—
Commercial business	289		289		207		338		15
Total	6,066		6,480		352		6,029		327

Total impaired loans:
One- to four-family	4,651		5,140		83		5,520		225
Multi-family	118		118		1		120		6
Commercial real estate	1,571		1,684		17		1,612		68
Construction and land	28		52		1		39		2
Home equity	709		808		21		585		29
Other consumer	22		174		22		53		4
Commercial business	289		289		207		338		15
Total	$	7,388	$	8,265	$	352	$	8,267	$	349

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The following table presents the average recorded investment in loans individually evaluated for impairment and the related interest income recognized for the period shown:



	Year Ended June 30, 2016
	Average Recorded Investment		Interest Income Recognized
	(In thousands)
With no allowance recorded:
One- to four-family	$	2,178	$	69
Multi-family	284		—
Commercial real estate	325		12
Construction and land	14		—
Home equity	186		7
Other consumer	3		3
Commercial business	19		—
Total	3,009		91

With an allowance recorded:
One- to four-family	3,928		200
Multi-family	166		6
Commercial real estate	1,098		69
Construction and land	141		9
Home equity	503		31
Other consumer	149		9
Commercial business	367		22
Total	6,352		346

Total impaired loans:
One- to four-family	6,106		269
Multi-family	450		6
Commercial real estate	1,423		81
Construction and land	155		9
Home equity	689		38
Other consumer	152		12
Commercial business	386		22
Total	$	9,361	$	437

Interest income recognized on a cash basis on impaired loans for the year ended December 31, 2018 , the six months ended December 31, 2017 , and the years ended June 30, 2017 and 2016 was $371,000 $135,000 , $313,000 , and $376,000 , respectively.

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



	December 31, 2018		December 31, 2017		June 30, 2017
	(In thousands)
One- to four-family	$	759	$	681	$	1,042
Commercial real estate	133		378		426
Construction and land	44		52		28
Home equity	369		365		398
Other consumer	245		59		21
Commercial business loans	173		—		—

Total nonaccrual loans	$	1,723	$	1,535	$	1,915

Past due loans - There were no loans past due 90 days or more and still accruing interest at December 31, 2018 , December 31, 2017 , and June 30, 2017 .

The following table presents the recorded investment of past due loans, by class, as of December 31, 2018 :



	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans
	(In thousands)
Real Estate:
One- to four-family	$	289	$	176	$	164	$	629	$	335,549	$	336,178
Multi-family	—		—		—		—		82,331		82,331
Commercial real estate	—		—		—		—		253,235		253,235
Construction and land	35		14		31		80		54,022		54,102
Total real estate loans	324		190		195		709		725,137		725,846

Consumer:
Home equity	97		30		9		136		37,493		37,629
Other consumer	471		92		—		563		86,794		87,357
Total consumer loans	568		122		9		699		124,287		124,986

Commercial business loans	923		—		—		923		17,975		18,898

Total loans	$	1,815	$	312	$	204	$	2,331	$	867,399	$	869,730

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The following table presents the recorded investment of past due loans, by class, as of December 31, 2017 :



	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans
	(In thousands)
Real Estate:
One- to four-family	$	213	$	—	$	231	$	444	$	354,947	$	355,391
Multi-family	—		—		—		—		73,767		73,767
Commercial real estate	91		—		—		91		202,865		202,956
Construction and land	1,187		—		19		1,206		69,939		71,145
Total real estate loans	1,491		—		250		1,741		701,518		703,259

Consumer:
Home equity	383		78		—		461		38,012		38,473
Other consumer	77		30		—		107		27,999		28,106
Total consumer loans	460		108		—		568		66,011		66,579

Commercial business loans	648		—		—		648		15,655		16,303

Total loans	$	2,599	$	108	$	250	$	2,957	$	783,184	$	786,141

The following table presents the recorded investment of past due loans, by class, as of June 30, 2017 :



	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans
	(In thousands)
Real Estate:
One- to four-family	$	—	$	206	$	—	$	206	$	328,037	$	328,243
Multi-family	—		—		—		—		58,101		58,101
Commercial real estate	—		—		—		—		202,038		202,038
Construction and land	—		34		20		54		71,576		71,630
Total real estate loans	—		240		20		260		659,752		660,012

Consumer:
Home equity	21		294		10		325		35,544		35,869
Other consumer	28		73		—		101		20,942		21,043
Total consumer loans	49		367		10		426		56,486		56,912

Commercial business loans	—		—		—		—		17,073		17,073

Total loans	$	49	$	607	$	30	$	686	$	733,311	$	733,997

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; risk ratings 6, 7, and 8 in our 8-point risk rating system, respectively. 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

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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; risk ratings 4 and 5 in our risk rating system, respectively. Loans not otherwise classified are considered pass graded loans and are rated 1-3 in our risk rating system.

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, 2018 , by class of loans:



	Pass		Watch		Special Mention		Sub- Standard		Total
	(In thousands)
Real Estate:
One- to four-family	$	330,476	$	3,767	$	957	$	978	$	336,178
Multi-family	82,221		—		110		—		82,331
Commercial real estate	244,919		6,281		663		1,372		253,235
Construction and land	51,480		2,578		—		44		54,102
Total real estate loans	709,096		12,626		1,730		2,394		725,846

Consumer:
Home equity	36,559		465		123		482		37,629
Other consumer	85,579		1,310		151		317		87,357
Total consumer loans	122,138		1,775		274		799		124,986

Commercial business loans	16,520		1,733		472		173		18,898

Total loans	$	847,754	$	16,134	$	2,476	$	3,366	$	869,730

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The following table represents the internally assigned grade as of December 31, 2017 , by class of loans:



	Pass		Watch		Special Mention		Sub- Standard		Total
	(In thousands)
Real Estate:
One- to four-family	$	348,273	$	4,134	$	1,580	$	1,404	$	355,391
Multi-family	71,535		2,117		115		—		73,767
Commercial real estate	188,251		9,893		964		3,848		202,956
Construction and land	59,360		8,040		3,662		83		71,145
Total real estate loans	667,419		24,184		6,321		5,335		703,259

Consumer:
Home equity	37,502		323		93		555		38,473
Other consumer	27,646		202		146		112		28,106
Total consumer loans	65,148		525		239		667		66,579

Commercial business loans	14,230		653		772		648		16,303

Total loans	$	746,797	$	25,362	$	7,332	$	6,650	$	786,141

The following table represents the internally assigned grade as of June 30, 2017 , by class of loans:



	Pass		Watch		Special Mention		Sub- Standard		Total
	(In thousands)
Real Estate:
One- to four-family	$	321,596	$	3,680	$	1,153	$	1,814	$	328,243
Multi-family	56,103		1,880		118		—		58,101
Commercial real estate	188,956		10,243		2,232		607		202,038
Construction and land	65,175		2,197		4,161		97		71,630
Total real estate loans	631,830		18,000		7,664		2,518		660,012

Consumer:
Home equity	34,913		215		57		684		35,869
Other consumer	20,676		159		173		35		21,043
Total consumer loans	55,589		374		230		719		56,912

Commercial business loans	14,143		1,464		1,451		15		17,073

Total loans	$	701,562	$	19,838	$	9,345	$	3,252	$	733,997

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The following table represents the credit risk profile based on payment activity as of December 31, 2018 , by class of loans:



	Nonperforming		Performing		Total
	(In thousands)
Real Estate:
One- to four-family	$	759	$	335,419	$	336,178
Multi-family	—		82,331		82,331
Commercial real estate	133		253,102		253,235
Construction and land	44		54,058		54,102

Consumer:
Home equity	369		37,260		37,629
Auto and other consumer	245		87,112		87,357

Commercial business loans	173		18,725		18,898

Total loans	$	1,723	$	868,007	$	869,730

The following table represents the credit risk profile based on payment activity as of December 31, 2017 , by class of loans:



	Nonperforming		Performing		Total
	(In thousands)
Real Estate:
One- to four-family	$	681	$	354,710	$	355,391
Multi-family	—		73,767		73,767
Commercial real estate	378		202,578		202,956
Construction and land	52		71,093		71,145

Consumer:
Home equity	365		38,108		38,473
Other consumer	59		28,047		28,106

Commercial business loans	—		16,303		16,303

Total loans	$	1,535	$	784,606	$	786,141

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The following table represents the credit risk profile based on payment activity as of June 30, 2017 , by class of loans:



	Nonperforming		Performing		Total
	(In thousands)
Real Estate:
One- to four-family	$	1,042	$	327,201	$	328,243
Multi-family	—		58,101		58,101
Commercial real estate	426		201,612		202,038
Construction and land	28		71,602		71,630

Consumer:
Home equity	398		35,471		35,869
Other consumer	21		21,022		21,043

Commercial business loans	—		17,073		17,073

Total loans	$	1,915	$	732,082	$	733,997

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



	December 31, 2018		December 31, 2017		June 30, 2017
	(In thousands)
Total TDR loans	$	3,745	$	4,919	$	6,145
Allowance for loan losses related to TDR loans	43		182		315
Total nonaccrual TDR loans	84		393		673

The following table presents newly restructured and renewals or modifications of existing TDR loans by class that occurred during the year ended December 31, 2018 , 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	3	$	—	$	—	$	229	$	229

	3	$	—	$	—	$	229	$	229
Post-modification outstanding recorded investment
One- to four-family	3	$	—	$	—	$	228	$	228

	3	$	—	$	—	$	228	$	228

The following is a summary of TDR loans which incurred a payment default within 12 months of the restructure date during the year ended December 31, 2018 .



	Number of Contracts	Rate Modification		Term Modification		Combination Modification		Total Modifications
		(Dollars in thousands)
TDR loans that subsequently defaulted
One- to four-family	2	$	—	$	—	$	140	$	140

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2017 , 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	1	$	—	$	—	$	146	$	146

	1	$	—	$	—	$	146	$	146
Post-modification outstanding recorded investment
One- to four-family	1	$	—	$	—	$	131	$	131

	1	$	—	$	—	$	131	$	131

The following is a summary of TDR loans which incurred a payment default within 12 months of the restructure date during the six months ended December 31, 2017 .



	Number of Contracts	Rate Modification		Term Modification		Combination Modification		Total Modifications
		(Dollars in thousands)
TDR loans that subsequently defaulted
One- to four-family	1	$	—	$	86	$	—	$	86

The following table presents newly restructured and renewals or modifications of existing TDR loans by class that occurred during the year ended June 30, 2017 , 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	3	$	95	$	89	$	244	$	428
Commercial real estate	1	—		—		134		134

	3	$	95	$	89	$	378	$	562
Post-modification outstanding recorded investment
One- to four-family	3	$	92	$	87	$	236	$	415
Commercial real estate	1	—		—		129		129

	4	$	92	$	87	$	365	$	544

The following is a summary of TDR loans which incurred a payment default within 12 months of the restructure date during the year ended June 30, 2017 .



	Number of Contracts	Rate Modification		Term Modification		Combination Modification		Total Modifications
		(Dollars in thousands)
TDR loans that subsequently defaulted
One- to four-family	1	$	—	$	—	$	50	$	50

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The following table presents newly restructured and renewals or modifications of existing TDR loans by class that occurred during the year ended June 30, 2016, 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	6	$	19	$	—	$	481	$	500

	6	$	19	$	—	$	481	$	500
Post-modification outstanding recorded investment
One- to four-family	4	$	18	$	—	$	484	$	502

	4	$	18	$	—	$	484	$	502

The following is a summary of TDR loans which incurred a payment default within 12 months of the restructure date during the year ended June 30, 2016.



	Number of Contracts	Rate Modification		Term Modification		Combination Modification		Total Modifications
		(Dollars in thousands)
TDR loans that subsequently defaulted
One- to four-family	1	$	—	$	—	$	86	$	86

No additional funds are committed to be advanced in connection with TDR loans at December 31, 2018 .

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



	December 31, 2018						December 31, 2017
	Accrual		Nonaccrual		Total		Accrual		Nonaccrual		Total
	(In thousands)
One- to four-family	$	2,358	$	84	$	2,442	$	3,165	$	176	$	3,341
Multi-family	110		—		110		115		—		115
Commercial real estate	663		—		663		693		217		910
Home equity	258		—		258		270		—		270
Commercial business loans	272		—		272		283		—		283

Total TDR loans	$	3,661	$	84	$	3,745	$	4,526	$	393	$	4,919



	June 30, 2017
	Accrual		Nonaccrual		Total

One- to four-family	$	3,608	$	421	$	4,029
Multi-family	118		—		118
Commercial real estate	1,145		252		1,397
Home equity	312		—		312
Commercial business loans	289		—		289

Total TDR loans	$	5,472	$	673	$	6,145

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:



	For the Year Ended			For the Six Months Ended			Year Ended June 30,
	December 31, 2018			December 31, 2017			2017			2016
	(In thousands)
Beginning balance	$	23		$	104		$	81		$	1,914
Loans transferred to foreclosed assets	276			45			222			1,352
Sales	(146		)	(97		)	(207		)	(3,591		)
Market value adjustments	(3		)	(19		)	(32		)	(140		)
Net (loss) gain on sales	(26		)	(10		)	40			546
Ending balance	$	124		$	23		$	104		$	81

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



	December 31, 2018		December 31, 2017		June 30, 2017
	(In thousands)
One- to four-family residential properties	$	—	$	—	$	86
Land	72		—		—
Personal property	52		23		18

	$	124	$	23	$	104

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - Premises and Equipment

Premises and equipment consist of the following as of:



	December 31, 2018			December 31, 2017			June 30, 2017
	(In thousands)
Land	$	2,560		$	2,560		$	2,560
Buildings	6,075			6,074			6,074
Building improvements	11,985			8,971			8,928
Furniture, fixtures, and equipment	7,446			7,109			7,348
Software	1,507			1,464			1,447
Automobiles	81			81			81
Construction in progress	9			988			75
	29,663			27,247			26,513
Less accumulated depreciation and amortization	(14,408		)	(13,508		)	(13,277		)
	$	15,255		$	13,739		$	13,236

Depreciation expense was $1.3 million , $579,000 , $1.2 million , and $1.1 million for the year ended December 31, 2018 , six months ended December 31, 2017 , and years ended June 30, 2017 and 2016 , respectively.

Rent expense for buildings were $476,000 , $219,000 , $305,000 , and $144,000 for the year ended December 31, 2018 , six months ended December 31, 2017 , and years ended June 30, 2017 and 2016 , respectively.

Operating lease commitments - The Bank has lease agreements with unaffiliated parties for six locations. The lease terms for our four branches and two loan production offices are not individually material. Lease expirations range from one to twenty years .

All lease agreements require the Bank to pay its pro-rata share of building operating expenses. The minimum annual lease payments under non-cancelable operating leases with initial or remaining terms of one year or more through the initial lease term are as follows:



	December 31,
Twelve-month period ending:	(In thousands)
2019	$	315
2020	311
2021	286
2022	214
2023	218
Thereafter	1,927
Total minimum payments required	$	3,271

Note 6 - Mortgage Servicing Rights

Loans serviced for FHLB, Fannie Mae, and Freddie Mac are not included in the accompanying consolidated balance sheets. The unpaid principal balances of serviced loans, primarily mortgage loans, were $175.5 million , $186.1 million , and $176.3 million at December 31, 2018 , December 31, 2017 , and June 30, 2017 , respectively.

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Mortgage servicing rights for the periods shown are as follows:



	For the Year Ended			For the Six Months Ended			Year Ended June 30,
	December 31, 2018			December 31, 2017			2017			2016
	(In thousands)
Balance at beginning of period	$	1,095		$	986		$	998		$	1,187
Additions	208			168			222			70
Amortization	(256		)	(59		)	(234		)	(259		)
Valuation allowance	(3		)	—			—			—

Balance at end of period	$	1,044		$	1,095		$	986		$	998

There was no valuation allowance for mortgage servicing rights for the six months ended December 31, 2017 , and years ended June 30, 2017 , and 2016 , respectively.

The key economic assumptions used in determining the fair value of mortgage servicing rights for the periods shown are as follows:



	For the Year Ended		For the Six Months Ended		Year Ended June 30,
	December 31, 2018		December 31, 2017		2017		2016

Constant prepayment rate	15.4	%	12.9	%	12.6	%	11.0	%
Weighted-average life (years)	5.5		5.4		5.7		5.8
Yield to maturity discount	10.5	%	9.9	%	9.8	%	9.3	%

The fair values of mortgage servicing rights are approximately $1.5 million , $1.7 million , and $1.6 million at December 31, 2018 , December 31, 2017 , and June 30, 2017 , respectively.

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:



	For the Year Ended		For the Six Months Ended		Year Ended June 30,
	December 31, 2018		December 31, 2017		2017		2016
	(In thousands)
Servicing fees	$	454	$	228	$	464	$	502
Late fees	15		7		17		18

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - Deposits

The aggregate amount of time deposits that meet or exceed the FDIC insured limit, currently $250,000, at December 31, 2018 , December 31, 2017 , and June 30, 2017 , was $107.0 million , $82.3 million , and $68.0 million , respectively. Deposits and weighted-average interest rates at the dates indicated are as follows:



	December 31, 2018			December 31, 2017			June 30, 2017
	Amount		Weighted- Average Interest Rate	Amount		Weighted- Average Interest Rate	Amount		Weighted- Average Interest Rate
			(Dollars in thousands)
Savings	$	143,412	0.74%	$	103,243	0.05%	$	98,894	0.06%
Transaction accounts	262,152		0.05%	272,484		0.01%	245,889		0.01%
Money market accounts	273,344		0.43%	270,052		0.33%	267,503		0.31%
Certificates of deposit and jumbo certificates	261,352		1.86%	239,253		1.27%	211,474		1.19%

	$	940,260	0.77%	$	885,032	0.45%	$	823,760	0.42%

Maturities of certificates at the dates indicated are as follows:



	December 31, 2018
	(In thousands)
Within one year or less	$	148,119
After one year through two years	78,966
After two years through three years	20,934
After three years through four years	6,759
After four years through five years	6,574
After five years	—

	$	261,352

Deposits at December 31, 2018 , December 31, 2017 , and June 30, 2017 , include $80.0 million , $56.2 million , and $54.5 million , respectively, in public fund deposits. Investment securities with a carrying value of $47.6 million , $41.0 million , and $41.8 million were pledged as collateral for these deposits at December 31, 2018 , December 31, 2017 , and June 30, 2017 , 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:



	For the Year Ended		For the Six Months Ended		For the Years Ended June 30,
	December 31, 2018		December 31, 2017		2017		2016
	(In thousands)
Savings	$	369	$	28	$	42	$	36
Transaction accounts	74		9		17		14
Money market accounts	1,142		417		828		609
Certificates of deposit and jumbo certificates	3,765		1,427		1,972		1,510
	$	5,350	$	1,881	$	2,859	$	2,169

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Note 8 - 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 overnight borrowings through FHLB which renew daily until paid. First Federal periodically uses fixed-rate advances maturing in less than one year as an alternative source of funds. All borrowings are secured by collateral consisting of single-family, home equity, and multi-family loans receivable in the amounts of $339.2 million , $342.0 million ; and $334.9 million , and investment securities with a carrying value of $1.2 million , $2.7 million , and $3.4 million , at December 31, 2018 , December 31, 2017 , and June 30, 2017 , respectively, pledged as collateral.

FHLB advances outstanding by type of advance were as follows:



	December 31, 2018		December 31, 2017		June 30, 2017
	(In thousands)
Long-term advances	$	60,000	$	60,000	$	60,000
Short-term fixed-rate advances	25,000		84,100		—
Overnight variable-rate advances	51,552		—		17,427

The maximum and average outstanding balances and average interest rates on overnight variable-rate advances were as follows:



	For the Year Ended			For the Six Months Ended			For the Years Ended June 30,
	December 31, 2018			December 31, 2017			2017			2016
	(Dollars in thousands)
Maximum outstanding at any month-end	$	110,723		$	62,960		$	47,338		$	50,233
Monthly average outstanding	47,049			42,329			24,208			11,200
Weighted-average daily interest rates
Annual	2.10		%	1.38		%	0.79		%	0.35		%
Period End	2.58		%	1.54		%	1.28		%	0.42		%
Interest expense during the period	933			284			192			42

The maximum and average outstanding balances and average interest rates on short-term, fixed-rate advances were as follows:



	For the Year Ended			For the Six Months Ended			For the Years Ended June 30,
	December 31, 2018			December 31, 2017			2017			2016
	(Dollars in thousands)
Maximum outstanding at any month-end	$	72,600		$	84,100		$	—		$	—
Monthly average outstanding	27,658			14,017			—			—
Weighted-average daily interest rates
Annual	1.76		%	0.26		%	—		%	—		%
Period End	2.48		%	1.54		%	—		%	—		%
Interest expense during the period	626			61			—			—

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The amounts by year of maturity and weighted-average interest rate of FHLB long-term, fixed-rate advances are as follows:



	December 31, 2018			December 31, 2017
	Weighted-Average Interest Rate	Amount		Weighted-Average Interest Rate	Amount
	(In thousands)
Within one year or less	2.71%	$	15,000	—%	$	—
After one year through two years	3.78	25,000		2.71	15,000
After two years through three years	3.81	20,000		3.78	35,000
After three years through four years	—	—		3.82	10,000
After four years through five years	—	—		—	—
After five years	—	—		—	—
		$	60,000		$	60,000



	June 30, 2017
	Weighted-Average Interest Rate	Amount
	(In thousands)
Within one year or less	—%	$	—
After one year through two years	—	—
After two years through three years	3.24	30,000
After three years through four years	3.80	30,000
After four years through five years	—	—
After five years	—	—
		$	60,000

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



	For the Year Ended			For the Six Months Ended			For the Years Ended June 30,
	December 31, 2018			December 31, 2017			2017			2016
	(In thousands)
Maximum outstanding at any month-end	$	60,000		$	60,000		$	60,000		$	89,924
Monthly average outstanding	60,000			60,000			60,000			75,808
Weighted-average interest rates
Annual	3.52		%	3.52		%	3.52		%	3.35		%
Period End	3.52		%	3.52		%	3.52		%	3.52		%
Interest expense during the period	2,104			1,067			2,108			2,559

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Note 9 - Federal Taxes on Income

The provision (benefit) for income taxes for the periods shown is summarized as follows:



	For the Year Ended			For the Six Months Ended		For the Years Ended June 30,
	December 31, 2018			December 31, 2017		2017			2016
	(In thousands)
Current	$	1,927		$	240	$	2,815		$	2,364
Deferred	(352		)	1,802		(1,153		)	(907		)
	$	1,575		$	2,042	$	1,662		$	1,457

A reconciliation of the tax provision (benefit) based on statutory corporate tax rates, estimated to be 21% for the year ended December 31, 2018 , on pre-tax income and the provision (benefit) shown in the accompanying consolidated statements of income for the periods shown is summarized as follows:



	For the Year Ended			For the Six Months Ended			For the Years Ended June 30,
	December 31, 2018			December 31, 2017			2017			2016
	(In thousands)
Income taxes computed at statutory rates	$	1,823		$	1,258		$	2,305		$	1,853
Tax credits	—			(157		)	(78		)	—
Tax-exempt income	(84		)	(138		)	(320		)	(358		)
Bank-owned life insurance income	(125		)	(106		)	(499		)	(39		)
Deferred tax asset valuation allowance	(1		)	52			—			—
Adjustment of deferred tax assets and liabilities for enacted change in tax laws	—			1,092			—			—
Other, net	(38		)	41			254			1
	$	1,575		$	2,042		$	1,662		$	1,457

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. The Company 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.

During the year ended June 30, 2015, the Company contributed $400,000 in cash and $9.3 million in common stock to the Foundation. Under current Federal income tax regulations, charitable contribution deductions are limited to 10% of taxable

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income. Accordingly, the $9.7 million contribution created a carryforward for income tax purposes with a deferred tax asset of $3.3 million and related valuation allowance of $1.9 million for financial statement reporting purposes. At December 31, 2018 , the balance of the contribution carryforward totaled $7.2 million . The contribution carryforward will expire in 2019. 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. The Company evaluates whether its deferred tax assets will be realized and adjusts the amount of its valuation allowance, if necessary. There was a valuation allowance of $1.2 million and $1.2 million , at December 31, 2018 and 2017 , respectively, the reduction of which predominantly relates to the change in corporate tax rate.

The Company 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. The Company had no unrecognized tax assets at December 31, 2018 and 2017 . During the year ended December 31, 2018 and six months ended December 31, 2017 , the Company recognized no interest and penalties. The Company recognizes interest and penalties in income tax expense. The Company 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, 2015 .

On December 22, 2017, the U.S. Government enacted the Tax Act. The Tax Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Tax Act reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate. The corporate tax rate reduction was effective January 1, 2018. The Tax Act required a revaluation the Company’s deferred tax assets and liabilities to account for the future impact of lower corporate tax rates and other provisions of the legislation. As a result of the Company’s revaluation, the net deferred tax asset was reduced through an increase to the provision for income taxes. The Company has also elected to change its tax year end from June 30 to December 31 beginning with the six months ended December 31, 2017. As a result of changing the tax year, the Company recorded an increase to the deferred tax asset valuation allowance to account for the loss of six months of taxable income.

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The components of net deferred tax assets and liabilities at the periods shown are summarized as follows:



	December 31, 2018			December 31, 2017			June 30, 2017
	(In thousands)
Deferred tax assets
Allowance for loan losses	$	2,049		$	1,888		$	2,957
Unrealized loss on securities available for sale	1,264			425			238
Accrued compensation	397			284			952
Nonaccrual loans	4			4			6
ESOP timing differences	195			138			111
Restricted stock awards	134			124			332
Deferred investment loss	—			16			—
Contribution carryforward	1,515			1,639			2,716
Total deferred tax assets	5,558			4,518			7,312

Deferred tax liabilities
Deferred loan fees	436			440			474
FHLB stock dividends	488			495			801
Accumulated depreciation	734			763			1,249
Deferred investment gain	14			—			11
Other, net	23			85			24
Total deferred tax liabilities	1,695			1,783			2,559
Deferred tax asset, net	3,863			2,735			4,753

Deferred tax asset valuation allowance	(1,224		)	(1,225		)	(1,898		)

Deferred tax asset, net of valuation allowance	$	2,639		$	1,510		$	2,855

Note 10 - Benefit Plans

Multi-employer Pension Plan

The Bank participates in the Pentegra Defined Benefit Plan for Financial Institutions (the Pentegra DB Plan), a tax-qualified defined-benefit pension plan that covered substantially all employees after one year of continuous employment. Pension benefits vested over a period of five years of credited service. The Pentegra DB Plan’s Employer Identification Number is 13-5645888 and the Plan Number is 12004. The Pentegra DB Plan operates as a multi-employer plan for accounting purposes and as a multiple-employer plan under the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. There are no collective bargaining agreements in place that require contributions to the Pentegra DB Plan. The Pentegra Defined Benefit Plan was frozen and no new benefits were allowed as of February 1, 2010.

The Pentegra DB Plan is a single plan under Internal Revenue Code Section 413(c) and, as a result, all of the assets stand behind all of the liabilities. Accordingly, under the Pentegra DB Plan, contributions made by a participating employer may be used to provide benefits to participants of other participating employers.

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The table below presents the funded status (market value of plan assets divided by funding target) of the plan as of July 1:



	2018	2017	2016
Source	Valuation Report	Valuation Report	Valuation Report
Our plan	112.5%	113.1%	106.3%

There was no change to the funded status of the plan as of December 31, 2018 . First Federal’s contributions to the Pentegra DB Plan are not more than 5% of the total contributions to the Pentegra DB Plan. First Federal’s policy is to fund pension costs as accrued.

Total contributions during the periods shown were:



Year Ended			Six Months Ended			Years Ended
December 31, 2018			December 31, 2017			December 31, 2017			June 30, 2017
Date Paid	Amount		Date Paid	Amount		Date Paid	Amount		Date Paid	Date Paid
(In thousands)
12/31/2018	$	386	12/13/2017	$	400	10/12/2016	$	75	10/14/2015	$	74
						12/19/2016	524		1/4/2016	425

	$	386		$	400		$	599		$	499

Nonqualified Deferred Compensation Plan

First Federal also sponsors a nonqualified Deferred Compensation Plan for members of the board of directors and eligible officer-level employees. This plan, approved by the Board on February 1, 2012, allows eligible participants to defer and invest a portion of their earnings in a selection of investment options identified in the plan at no expense to First Federal. All deferrals are remitted to Pentegra, the Plan Administrator, and held in a trust. The aggregate balance held in trust at December 31, 2018 , was $784,000 .

The Company also has agreements with certain key officers that provide for potential payments upon retirement, disability, termination, change in control and death.

401(k) Plan

First Federal maintains a single-employer 401(k) plan. Employees may contribute up to 100% of their pre-tax compensation to the 401(k) plan, subject to regulatory limits. First Federal provides matching funds of 50% limited to the first 6% of salary contributed. First Federal's contributions were $245,000 , $110,000 , $177,000 , and $159,000 during the year ended December 31, 2018 , six months ended December 31, 2017 , and years ended June 30, 2017 , and 2016 , respectively.

Employee Stock Ownership Plan

In connection with the mutual to stock conversion, the Company established an ESOP for eligible employees of the Company and the Bank. Employees of the Company who have been credited with at least 1,000 hours of service during a 12 -month period are eligible to participate in the ESOP.

Pursuant to the Plan, the ESOP purchased in the open market 8% of the common stock originally issued in the mutual to stock conversion. As of December 31, 2018 , 1,048,029 shares, or 100% of the total, have been purchased in the open market at an average price of $ 12.45 per share with funds borrowed from First Northwest. The Bank will make contributions to the ESOP in amounts necessary to amortize the ESOP loan payable to First Northwest over a period of 20 years, bearing estimated interest at 2.46% .

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Shares purchased by the ESOP with the loan proceeds are held in a suspense account and allocated to ESOP participants on a pro rata basis as principal and interest payments are made by the ESOP to the Company. The loan is secured by shares purchased with the loan proceeds and will be repaid by the ESOP with funds from the Bank's discretionary contributions to the ESOP and earnings on the ESOP assets. Annual principal and interest payments of $835,000 , $835,000 , and $810,000 , were made by the ESOP during the years ended December 31, 2018 , and June 30, 2017 , and 2016 , respectively. No payment was made during the six months ended December 31, 2017 .

As shares are committed to be released from collateral, the Company reports compensation expense equal to the average daily market prices of the shares and the shares become outstanding for EPS computations. The compensation expense is accrued monthly throughout the year. Dividends on allocated ESOP shares will be recorded as a reduction of retained earnings; dividends on unallocated ESOP shares will be recorded as a reduction of debt and accrued interest.

Compensation expense related to the ESOP for the year ended December 31, 2018 , six months ended December 31, 2017 ,and years ended June 30, 2017 and 2016 , was $851,000 , $436,000 , and $763,000 and $677,000 , respectively.

Shares issued to the ESOP as of the dates indicated are as follows:



	December 31, 2018		December 31, 2017		June 30, 2017
	(Dollars in thousands)
Allocated shares	201,026		148,137		121,695
Unallocated shares	847,003		899,892		926,334

Total ESOP shares issued	1,048,029		1,048,029		1,048,029

Fair value of unallocated shares	$	12,561	$	14,668	$	14,608

Stock-based Compensation

On November 16, 2015 , the Company's shareholders approved the First Northwest Bancorp 2015 Equity Incentive Plan (the "EIP"), which provides for the grant of incentive stock options, non-qualified stock options, restricted stock and restricted stock units to eligible participants. The cost of awards under the EIP generally is based on the fair value of the awards on their grant date. The maximum number of shares that may be utilized for awards under the EIP is 1,834,050 . Under the EIP stock options may be granted that, upon exercise, result in the issuance of up to 1,310,036 shares of common stock and up to 524,014 shares of restricted stock may be awarded. Shares of common stock issued under the EIP may be authorized but unissued shares or repurchased shares. During the year ended June 30, 2017, the Company purchased and retired 523,014 shares of common stock to be used for future stock awards.

During the year ended December 31, 2018 , 65,000 shares of restricted stock were awarded and no stock options were granted. There were 50,000 shares of restricted stock awarded during the six months ended December 31, 2017 , and no stock options were granted. There were 402,500 shares awards during the year ended June 30, 2017 , and no stock options were granted. Awarded shares of restricted stock vest over five years from the date of grant as long as the eligible participant remains in service to the Company. The Company recognizes compensation expense for the restricted stock awards based on the fair value of the shares at the award date.

For the year ended December 31, 2018 , six months ended December 31, 2017 , and years ended June 30, 2017 and 2016 , total compensation expense for the EIP was $1.1 million , $589,000 , $977,000 , and $0 , respectively.

Included in the above compensation expense for the year ended December 31, 2018 , six months ended December 31, 2017 , and years ended June 30, 2017 and 2016 , was directors' compensation of $343,000 , $174,000 , $383,000 , and $0 , respectively.

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The following tables provide a summary of changes in non-vested restricted stock awards for the periods shown:



	For the Year Ended
	December 31, 2018
			Weighted-Average
			Grant Date
	Shares		Fair Value
Non-vested at January 1, 2018	347,600		$	13.18
Granted	65,000		15.38
Vested	(65,324	)	13.06
Canceled (1)	(18,076	)	13.06
Forfeited	(38,600	)	13.14

Non-vested at December 31, 2018	290,600		13.72

(1) A surrender of vested stock awards by a participant surrendering the number of shares valued at the current stock price at the vesting date to cover the total cost of the vested shares. The surrendered shares are canceled and are unavailable for reissue.

As of December 31, 2018 , there was $3.5 million of total unrecognized compensation cost related to non-vested shares granted as restricted stock awards. The cost is expected to be recognized over the remaining weighted-average vesting period of approximately 3.3 years .

Note 11 - Regulatory Capital Requirements

Under Federal regulations, pre-conversion retained earnings are restricted for the protection of pre-conversion depositors.

The Company is a bank holding company under the supervision of the Federal Reserve Bank of San Francisco. Bank holding companies are subject to capital adequacy requirements of the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve Board. The Bank is a federally insured institution and thereby is subject to the capital requirements established by the FDIC. The Federal Reserve Board capital requirements generally parallel the FDIC requirements. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table that follows) of total and Tier I capital to risk-weighted assets (as defined in the regulations) and of Tier 1 capital to average assets.

Effective January 1, 2015 (with some changes transitioned into full effectiveness over two to four years), First Northwest Bancorp and First Federal became subject to capital requirements which created a required ratio for common equity Tier 1 (“CET1”) capital, increased the leverage and Tier 1 capital ratios, changed the risk-weightings of certain assets for purposes of the risk-based capital ratios, created an additional capital conservation buffer over the required capital ratios and changed what qualifies as capital for purposes of meeting these various capital requirements. First Northwest Bancorp and First Federal are required to maintain additional levels of Tier 1 common equity over the minimum risk-based capital levels to avoid limitations on dividends, repurchase shares and paying discretionary bonuses.

The minimum requirements are a ratio of common equity Tier 1 capital ("CET1 capital") to total risk-weighted assets the (“CET1 risk-based ratio”) of 4.5% , a Tier 1 capital ratio of 6.0% , a total capital ratio of 8.0% , and a leverage ratio of 4.0% .

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In addition to the capital requirements, there were a number of changes in what constitutes regulatory capital, subject to a certain transition period. These changes include the phasing-out of certain instruments as qualifying capital. The Bank does not have any of these instruments. Mortgage servicing and deferred tax assets over designated percentages of CET1 are deducted from capital, subject to a transition period ending December 31, 2017. CET1 consists of Tier 1 capital less all capital components that are not considered common equity. In addition, Tier 1 capital includes accumulated other comprehensive income, which includes all unrealized gains and losses on available for sale debt and equity securities, subject to a transition period ending December 31, 2017. Because of the Bank’s asset size, the Bank is not considered an advanced approaches banking organization and has elected to permanently opt-out of the inclusion of unrealized gains and losses on available for sale debt and equity securities in its capital calculations.

The requirements also include changes in the risk-weighting of assets to better reflect credit risk and other risk exposure. These include a 150% risk weight (up from 100% ) for certain high volatility commercial real estate acquisition, development and construction loans and for non-residential mortgage loans that are 90 days past due or otherwise in nonaccrual status; a 20% (up from 0% ) credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable; and a 250% risk weight (up from 100% ) for mortgage servicing and deferred tax assets that are not deducted from capital.

In order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions, First Northwest Bancorp and First Federal must maintain CET1 capital at an amount greater than the required minimum levels plus a capital conservation buffer. This new capital conservation buffer requirement was phased in starting in January 2016 requiring a buffer of 0.625% of risk-weighted assets and will increase each year until fully implemented to an amount of 2.5% of risk-weighted assets in January 2019. As of December 31, 2018 , the conservation buffer was 1.875% .

Under the new standards, in order to be considered well-capitalized, the Bank must maintain a CET1 risk-based ratio of 6.5% (new), a Tier 1 risk-based ratio of 8% (increased from 6% ), a total risk-based capital ratio of 10% (unchanged) and a leverage ratio of 5% (unchanged).

As of December 31, 2018 , the most recent regulatory notifications categorized First Federal as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” the Bank must maintain minimum total risk-based, CET1 risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed First Federal’s category.

At periodic intervals, banking regulators routinely examine First Northwest and First Federal as part of their legally prescribed oversight of the banking industry. A future examination could include a review of certain transactions or other amounts reported in the Company's consolidated financial statements. Based on these examinations, the regulators can direct that the Company's consolidated financial statements be adjusted in accordance with their findings. In view of the uncertain regulatory environment in which First Northwest and First Federal operate, the extent, if any, to which a forthcoming regulatory examination may ultimately result in adjustments to the accompanying consolidated financial statements cannot presently be determined.

At December 31, 2018 , First Federal exceeded all regulatory capital requirements. Effective with the September 30, 2018 as-of-date, First Northwest Bancorp was transitioned back to the small bank holding company filing requirements which do not require capital ratios to be reported.

Actual and required capital amounts and ratios are presented in the following table:

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	Actual				For Capital Adequacy Purposes				To Be Categorized As Well Capitalized Under Prompt Corrective Action Provision
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)
As of December 31, 2018
Common equity tier 1 capital
Bank only	$	142,018	17.04	%	$	37,501	4.50	%	$	54,169	6.50	%

Tier 1 risk-based capital
Bank only	142,018		17.04		50,002		6.00		66,669		8.00

Total risk-based capital
Bank only	151,781		18.21		66,669		8.00		83,336		10.00

Tier 1 leverage capital
Bank only	142,018		11.47		49,509		4.00		61,887		5.00

As of December 31, 2017
Common equity tier 1 capital
Bank only	$	142,756	17.95	%	$	35,779	4.50	%	$	51,681	6.50	%
Consolidated company	178,578		22.38		35,905		4.50		51,863		6.50

Tier 1 risk-based capital
Bank only	142,756		17.95		47,705		6.00		63,607		8.00
Consolidated company	178,578		22.38		47,873		6.00		63,831		8.00

Total risk-based capital
Bank only	151,752		19.09		63,607		8.00		79,509		10.00
Consolidated company	187,574		23.51		63,831		8.00		79,789		10.00

Tier 1 leverage capital
Bank only	142,756		12.53		45,558		4.00		56,948		5.00
Consolidated company	178,578		15.36		46,495		4.00		58,119		5.00

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	Actual				For Capital Adequacy Purposes				To Be Categorized As Well Capitalized Under Prompt Corrective Action Provision
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)
As of June 30, 2017
Common equity tier 1 capital
Bank only	$	139,466	19.23	%	$	32,632	4.50	%	$	47,135	6.50	%
Consolidated company	177,982		24.40		32,823		4.50		47,411		6.50

Tier 1 risk-based capital
Bank only	139,466		19.23		43,509		6.00		58,013		8.00
Consolidated company	177,982		24.40		43,764		6.00		58,352		8.00

Total risk-based capital
Bank only	148,167		20.43		58,013		8.00		72,516		10.00
Consolidated company	186,683		25.59		58,352		8.00		72,939		10.00

Tier 1 leverage capital
Bank only	139,466		13.22		42,204		4.00		52,755		5.00
Consolidated company	177,982		16.46		43,257		4.00		54,071		5.00

Note 12 - Related Party Transactions

Certain directors and executive officers are also customers who transact business with First Federal. All loans and commitments included in such transactions were made in compliance with applicable laws on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons and do not involve more than the normal risk of collectability or present any other unfavorable features.

The following table presents the activity in loans to directors and executive officers for the periods shown:



	For the Year Ended			For the Six Months Ended			For the Years Ended June 30,
	December 31, 2018			December 31, 2017			2017			2016
	(In thousands)
Beginning balance	$	1,042		$	1,103		$	1,456		$	817
Loan advances	3			143			73			715
Loan repayments	(122		)	(202		)	(282		)	(76		)
Reclassifications ¹	—			(2		)	(144		)	—
Ending balance	$	923		$	1,042		$	1,103		$	1,456

¹ Represents loans that were once considered related party but are no longer considered related party or loans that were not related party that subsequently became related party loans.

154

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deposits and certificates from related parties totaled $2.9 million , $2.0 million , and $1.9 million at December 31, 2018 , December 31, 2017 and June 30, 2017 , respectively.

Note 13 - 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 these 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 year ended December 31, 2018 , six months ended December 31, 2017 , and year ended June 30, 2017 .

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



	December 31, 2018		December 31, 2017		June 30, 2017
	(In thousands)
Commitments to grant loans	$	625	$	543	$	670
Standby letters of credit	223		183		183
Unfunded commitments under lines of credit or existing loans	98,847		99,416		67,800

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.

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, 2018 , December 31, 2017 and June 30, 2017 First Federal’s most significant concentration of credit risk was in loans secured by real estate. These loans totaled approximately $767.6 million , $742.9 million and $697.5 million , or 88.3% , 94.5% , and 95.0% , of First Federal’s total loan portfolio at December 31, 2018 , December 31, 2017 and June 30, 2017 , respectively. Real estate construction, including land acquisition and land development, commercial real estate, multi-family, 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, 2018 , December 31, 2017 and June 30, 2017 , 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

155

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

GSEs, was $243.4 million , $256.8 million , and $238.7 million or 77.7% , 73.9% , and 83.8% , of First Federal’s total investment portfolio (including FHLB stock) at December 31, 2018 , December 31, 2017 , and June 30, 2017 , respectively.

Note 14 - 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 the Company’s principal market. The Company 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 the Company’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.

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.

156

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 the Company’s assets and liabilities measured at fair value on a recurring basis at the dates indicated:



	December 31, 2018
	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	$	—	$	869	$	—	$	869
ABS agency	—		25,752		—		25,752
ABS corporate	—		36,723		—		36,723
SBA	—		9,888		—		9,888
Corporate debt	—		35,670		—		35,670
MBS agency	—		143,455		—		143,455
MBS corporate	—		10,610		—		10,610
	$	—	$	262,967	$	—	$	262,967



	December 31, 2017
	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	$	—	$	13,434	$	—	$	13,434
ABS agency	—		21,770		—		21,770
ABS corporate	—		22,768		—		22,768
SBA	—		19,908		—		19,908
Corporate debt	—		47,274		—		47,274
MBS agency	—		144,542		—		144,542
MBS corporate	—		20,546		—		20,546
	$	—	$	290,242	$	—	$	290,242

157

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	June 30, 2017
	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	$	—	$	22,223	$	—	$	22,223
Agency bonds	—		4,926		—		4,926
ABS agency	—		7,648		—		7,648
ABS corporate	—		9,813		—		9,813
SBA	—		14,178		—		14,178
MBS agency	—		143,436		—		143,436
MBS corporate	—		26,369		—		26,369
	$	—	$	228,593	$	—	$	228,593

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 the Company’s assets measured at fair value on a nonrecurring basis at the dates indicated:



	December 31, 2018
	Level 1		Level 2		Level 3		Total
	(In thousands)
Impaired loans	$	—	$	—	$	6,558	$	6,558
Real estate owned and repossessed assets	—		—		124		124

	$	—	$	—	$	6,682	$	6,682


	December 31, 2017
	Level 1		Level 2		Level 3		Total
	(In thousands)
Impaired loans	$	—	$	—	$	6,061	$	6,061
Real estate owned and repossessed assets	—		—		23		23

	$	—	$	—	$	6,084	$	6,084

	June 30, 2017
	Level 1		Level 2		Level 3		Total
	(In thousands)
Impaired loans	—		—		7,388		$	7,388
Real estate owned and repossessed assets	—		—		104		104

	$	—	$	—	$	7,492	$	7,492

158

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2018 , there were no impaired loans with discounts to appraisal disposition value. The following tables present the techniques used to value assets measured at fair value on a nonrecurring basis at the dates indicated:



	December 31, 2018
	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted-Average) ¹
	(In thousands)
Real estate owned and repossessed assets	$	124	Market comparable	Discount to appraisal	0% - 10% (5%)


¹	Discount to appraisal disposition value.



	December 31, 2017
	Fair Value	Valuation Technique	Unobservable Input	Range (Weighted-Average) ¹
	(In thousands)
Real estate owned and repossessed assets	23	Market comparable	Discount to appraisal	0% - 10% (5%)


¹	Discount to appraisal disposition value.



	June 30, 2017
	Fair Value	Valuation Technique	Unobservable Input	Range (Weighted-Average) ¹
	(In thousands)
Real estate owned and repossessed assets	104	Market comparable	Discount to appraisal	0% - 10% (5%)


¹	Discount to appraisal disposition value.

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



	December 31, 2018
	Carrying Amount		Estimated Fair Value		Fair Value Measurements Using:
	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
	(In thousands)
Financial assets
Cash and cash equivalents	$	26,323	$	26,323	$	26,323	$	—	$	—
Investment securities available for sale	262,967		262,967		—		262,967		—
Investment securities held to maturity	43,503		42,990		—		42,990		—
Loans receivable, net	863,852		840,861		—		—		840,861
FHLB stock	6,927		6,927		—		6,927		—
Accrued interest receivable	4,048		4,048		—		4,048		—
Mortgage servicing rights, net	1,044		1,479		—		—		1,479

Financial liabilities
Demand deposits	$	678,908	$	678,908	$	678,908	$	—	$	—
Time deposits	261,352		259,549		—		259,549		—
Borrowings	136,552		137,153		—		137,153		—
Accrued interest payable	521		521		—		521		—

159

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	December 31, 2017
	Carrying Amount		Estimated Fair Value		Fair Value Measurements Using:
					Level 1		Level 2			Level 3
	(In thousands)
Financial assets
Cash and cash equivalents	$	36,801	$	36,801	$	36,801	$	—		$	—
Investment securities available for sale	290,242		290,242		—		290,242			—
Investment securities held to maturity	50,126		50,266		—		50,266			—
Loans held for sale	788		788		—		788			—
Loans receivable, net	779,111		768,181		—		—			768,181
FHLB stock	7,023		7,023		—		7,023			—
Accrued interest receivable	3,745		3,745		—		3,745			—
Mortgage servicing rights, net	1,095		1,669		—		—			1,669

Financial liabilities
Demand deposits	$	645,779	$	645,779	$	645,779	$	—		$	—
Time deposits	239,253		237,841		—		237,841			—
Borrowings	144,100		145,892		—		145,892			—
Accrued interest payable	325		325		—		325		—	—



	June 30, 2017
	Carrying Amount		Estimated Fair Value		Fair Value Measurements Using:
					Level 1		Level 2			Level 3
	(In thousands)
Financial assets
Cash and cash equivalents	$	24,292	$	24,292	$	24,292	$	—		$	—
Investment securities available for sale	228,593		228,593		—		228,593			—
Investment securities held to maturity	51,872		52,621		—		52,621			—
Loans receivable, net	726,786		723,848		—		—			723,848
FHLB stock	4,368		4,368		—		4,368			—
Accrued interest receivable	3,020		3,020		—		3,020			—
Mortgage servicing rights, net	986		1,600		—		—			1,600

Financial liabilities
Demand deposits	$	612,286	$	612,286	$	612,286	$	—		$	—
Time deposits	211,474		211,072		—		211,072			—
Borrowings	77,427		80,338		—		80,338			—
Accrued interest payable	208		208		—		208		—	—

160

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15 - Earnings per Share

Basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

The following table presents a reconciliation of the components used to compute basic and diluted earnings per share for the periods shown.



	For the Year Ended		For the Six Months Ended		For the Years Ended June 30,
	December 31, 2018		December 31, 2017		2017		2016
	(In thousands, except share data)
Numerator:
Net income	$	7,105	$	1,659	$	5,118	$	3,992

Denominator:
Basic weighted average common shares outstanding	10,331,902		10,606,798		11,084,726		12,049,621
Dilutive restricted stock grants	102,535		96,283		85,314		—
Diluted weighted average common shares outstanding	10,434,437		10,703,081		11,170,040		12,049,621

Basic earnings	$	0.69	$	0.16	$	0.46	$	0.33

Diluted earnings	$	0.68	$	0.16	$	0.46	$	0.33

Potential dilutive shares are excluded from the computation of EPS if their effect is anti-dilutive. For the year ended December 31, 2018 , anti-dilutive shares outstanding related to restricted stock awards totaled 48,040 because the incremental shares under the treasury stock method of calculation resulted in them being anti-dilutive. For the six months ended December 31, 2017 , and the years ended June 30, 2017 and 2016 , there were no anti-dilutive shares outstanding related to restricted stock awards.

As of December 15, 2015, the ESOP had purchased 1,048,029 shares of First Northwest Bancorp in the open market. Unallocated ESOP shares are not included as outstanding shares for basic or diluted earnings per share calculations.

161

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16 - Noninterest Income

On January 1, 2018, the Company adopted the amendments of ASU 2014-09 Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified Topic 606. The Company has included the following table regarding the Company’s noninterest income for the periods presented.



	Year Ended
	December 31, 2018

Noninterest income:
Loan fees (1)	$	807
Deposit fees	1,671
Debit interchange income	137
Credit card interchange income	1,740
Gain on loan sales, net (1)	577
Investment securities gain (loss), net (1)	77
Increase in cash surrender value of BOLI (1)	595
Other income:
Investment services revenue	226
Gain or loss on subsidiary (1)	68
Remaining other income	21
Total other income	315

Total noninterest income	$	5,919

(1) Not within scope of Topic 606

The Company recognizes revenue as it is earned and noted no impact to its revenue recognition policies as a result of the adoption of ASU 2014-09. The following is a discussion of key revenues within the scope of the new revenue guidance.

Deposit fees - The Company earns fees from its deposit customers for account maintenance, transaction-based activity and overdraft services. Account maintenance fees consist primarily of account fees and analyzed account fees charged on deposit accounts on a monthly basis. The performance obligation is satisfied and the fees are recognized on a monthly basis as the service period is completed. Transaction-based fees on deposit accounts are charged to deposit customers for specific services provided to the customer, such as non-sufficient funds fees, overdraft fees, and wire fees. The performance obligation is completed as the transaction occurs and the fees are recognized at the time each specific service is provided to the customer.

Debit interchange income - Debit and Automated Teller Machine ("ATM") interchange income represent fees earned when a debit card issued by the Company is used. The Company earns interchange fees from debit cardholder transactions through card networks. In addition, the Company earns interchange fees for use of its ATM by customers of other banking institutions. Interchange fees are based on purchase volumes and other factors and are recognized as transactions occur. The performance obligation is satisfied and the fees are earned when the cost of the transaction is charged to the cardholder's debit card. Certain expenses directly associated with the credit and debit card are netted against interchange income.

Credit card interchange income - Credit card interchange income represents fees earned when a credit card issued by the Bank through a third-party vendor is used. Similar to the debit card interchange, the Bank earns an interchange fee for each transaction made with a Bank-branded credit card. The performance obligation is satisfied and the fees are earned when the cost of the transaction is charged to the cardholder's credit card. Certain expenses directly related to the credit card interchange contract are netted against interchange income.

162

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Investment services revenue - Commissions received on the sale of investment related products is determined by a percentage of underlying instruments sold and is recognized when the sale is finalized.

Gains/losses on the sale of other real estate owned are included in non-interest expense and are generally recognized when the performance obligation is complete. This is typically at delivery of control over the property to the buyer at time of each real estate closing.

Note 17 - Parent Company Only Financial Statements

Presented below are the condensed balance sheet, statement of operations, and statement of cash flows for First Northwest Bancorp.

FIRST NORTHWEST BANCORP

Condensed Balance Sheets

(In thousands)



	December 31, 2018		December 31, 2017		June 30, 2017
ASSETS
Cash and due from banks	$	8,508	$	3,541	$	1,560
Investment securities available for sale, at fair value	14,189		19,611		24,260
Investment in bank	137,657		141,486		139,206
ESOP loan receivable	11,300		11,846		11,846
Accrued interest receivable	212		240		104
Prepaid expenses and other assets	534		416		947

Total assets	$	172,400	$	177,140	$	177,923

LIABILITIES AND SHAREHOLDERS' EQUITY
Payable to subsidiary	$	96	$	57	$	45
Other liabilities	40		38		157

Total liabilities	136		95		202

Shareholders' equity	172,264		177,045		177,721

Total liabilities and shareholders' equity	$	172,400	$	177,140	$	177,923

163

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FIRST NORTHWEST BANCORP

Condensed Statements of Income

(In thousands)



	For the Year Ended			For the Six Months Ended			For the Years Ended June 30,
	December 31, 2018			December 31, 2017			2017		2016
Operating income:
Interest and fees on loans receivable	$	282		$	147		$	302	$	305
Interest on mortgage-backed and related securities	209			139			322		251
Interest on investment securities	163			95			225		418
(Loss) gain on sale of securities	(59		)	(39		)	—		4
Dividend from subsidiary	10,000			—			—		—
Total operating income	10,595			342			849		978
Operating expenses:
Other expenses	922			406			587		607
Total operating expenses	922			406			587		607
Income (loss) before (benefit) provision for income taxes and equity in undistributed earnings of subsidiary	9,673			(64		)	262		371
(Benefit) provision for income taxes	(89		)	376			70		128
Income (loss) before equity in undistributed earnings of subsidiary	9,762			(440		)	192		243
Equity in undistributed earnings of subsidiary	7,343			2,099			4,926		3,749

Net income	$	17,105		$	1,659		$	5,118	$	3,992

164

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FIRST NORTHWEST BANCORP

Condensed Statement of Cash Flows

(In thousands)



	For the Year Ended			For the Six Months Ended			For the Years Ended June 30,
	December 31, 2018			December 31, 2017			2017			2016
Cash flows from operating activities:
Net income	$	17,105		$	1,659		$	5,118		$	3,992
Adjustments to reconcile net income to net cash from operating activities:
Equity in undistributed earnings of subsidiary	(7,343		)	(2,099		)	(4,926		)	(3,749		)
Dividend received from subsidiary	10,000			—			—			—
Amortization of premiums and accretion of discounts on investments, net	89			62			172			201
Gain (loss) on sale of securities available for sale	59			39			—			(4		)
Change in receivable from subsidiary	—			—			—			185
Change in payable to subsidiary	39			12			45			—
Change in other assets	(90		)	456			1,253			(371		)
Change in other liabilities	2			(119		)	(198		)	248

Net cash from operating activities	19,861			10			1,464			502

Cash flows from investing activities:
Purchase of securities available for sale	—			—			—			(13,629		)
Proceeds from maturities, calls, and principal repayments of securities available for sale	3,191			1,992			10,580			4,758
Proceeds from sales of securities available for sale	1,979			2,472			—			13,475
ESOP loan origination	—			—			—			(1,253		)
ESOP loan repayment	546			—			533			504

Net cash from investing activities	5,716			4,464			11,113			3,855

Cash flows from financing activities:
Repurchase of common stock	(10,317		)	(2,493		)	(16,549		)	(5,501		)
Dividends paid	(335		)	—			—			—

Net cash from financing activities	(10,652		)	(2,493		)	(16,549		)	(5,501		)

Net increase (decrease) in cash	14,925			1,981			(3,972		)	(1,144		)

Cash and cash equivalents at beginning of period	3,541			1,560			5,532			6,676

Cash and cash equivalents at end of period	$	18,466		$	3,541		$	1,560		$	5,532

NONCASH INVESTING ACTIVITIES
Unrealized (loss) gain on securities available for sale	$	(104	)	$	(125	)	$	(523	)	$	667

165

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 18 - Summarized Consolidated Quarterly Financial Data (Unaudited)

Unaudited condensed financial data by quarter is as follows for the periods shown (dollars in thousands, except per share data):



	Quarter Ended
Year Ended December 31, 2018	Mar 31, 2018		Jun 30, 2018			Sep 30, 2018		Dec 31, 2018
Total interest income	$	10,846	$	11,281		$	11,555	$	12,123
Total interest expense	1,874		2,122			2,290		2,727
Net interest income	8,972		9,159			9,265		9,396
Provision for loan losses	310		395			197		272
Net interest income after provision for loan losses	8,662		8,764			9,068		9,124
Total noninterest income	1,482		1,405			1,420		1,612
Total noninterest expense	8,275		8,298			8,119		8,165
Income before provision for federal income tax expense	1,869		1,871			2,369		2,571
Provision for federal income tax expense	346		345			443		441
Net income	$	1,523	$	1,526		$	1,926	$	2,130

Basic earnings per share	$	0.15	$	0.15		$	0.19	$	0.21
Diluted earnings per share	$	0.14	$	0.15		$	0.19	$	0.21

	Quarter Ended
Six Months Ended December 31, 2017	Sep 30, 2017		Dec 31, 2017
Total interest income	$	10,043	$	10,243
Total interest expense	1,580		1,713
Net interest income	8,463		8,530
Provision for loan losses	—		200
Net interest income after provision for loan losses	8,463		8,330
Total noninterest income	1,698		1,357
Total noninterest expense	7,807		8,340
Income before provision for federal income tax expense	2,354		1,347
Provision for federal income tax expense	581		1,461
Net income (loss)	$	1,773	$	(114	)

Basic earnings (loss) per share	$	0.17	$	(0.01	)
Diluted earnings (loss) per share	$	0.17	$	(0.01	)

166

FIRST NORTHWEST BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	Quarter Ended
Year Ended June 30, 2017	Sep 30, 2016		Dec 31, 2016		Mar 31, 2017		Jun 30, 2017
Total interest income	$	8,540	$	8,920	$	9,408	$	9,935
Total interest expense	1,189		1,252		1,303		1,415
Net interest income	7,351		7,668		8,105		8,520
Provision for loan losses	350		410		215		285
Net interest income after provision for loan losses	7,001		7,258		7,890		8,235
Total noninterest income	1,444		1,329		2,201		1,199
Total noninterest expense	7,460		6,880		7,498		7,939
Income before provision for federal income tax expense	985		1,707		2,593		1,495
Provision for federal income tax expense	334		519		429		380
Net income	$	651	$	1,188	$	2,164	$	1,115

Basic earnings per share	$	0.06	$	0.11	$	0.20	$	0.10
Diluted earnings per share	$	0.06	$	0.11	$	0.20	$	0.10



	Quarter Ended
Year Ended June 30, 2016	Sep 30, 2015		Dec 31, 2015		Mar 31, 2016		Jun 30, 2016
Total interest income	$	7,524	$	7,941	$	8,161	$	8,546
Total interest expense	1,227		1,181		1,155		1,207
Net interest income	6,297		6,760		7,006		7,339
Provision for loan losses	—		—		—		233
Net interest income after provision for loan losses	6,297		6,760		7,006		7,106
Total noninterest income	1,263		1,878		1,051		1,985
Total noninterest expense	5,915		7,683		6,862		7,437
Income before provision for federal income tax expense	1,645		955		1,195		1,654
Provision for federal income tax expense	417		242		298		500
Net income	$	1,228	$	713	$	897	$	1,154

Basic earnings per share	$	0.10	$	0.06	$	0.07	$	0.10
Diluted earnings per share	$	0.10	$	0.06	$	0.07	$	0.10

167

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure controls and procedures

An evaluation of the Company’s disclosure controls and procedures (as defined in Section 13a-15(e) of the Securities Exchange Act of 1934 (the “Act”) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s senior management as of the end of the period covered by this report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures in effect as of December 31, 2018 were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act was (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 SEC’s rules and forms.

Management's report on internal control over financial reporting. First Northwest Bancorp's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Act. The Company's internal control system is designed to provide reasonable assurance to our management and the board of directors regarding the preparation and fair presentation of published financial statements for external purposes in accordance with generally accepted accounting principles.

This process includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, 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. Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost -benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. As a result of these inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2018 . In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework) . Based on that assessment, the Company's management believes that, as of December 31, 2018 , First Northwest Bancorp's internal control over financial reporting is effective based on those criteria.

Moss Adams LLP, an independent registered public accounting firm, has audited the Company's consolidated financial statements and the effectiveness of our internal control over financial reporting as of December 31, 2018 , which is included in Item 8. Financial Statements and Supplementary Data.

Attestation report of the registered public accounting firm. Moss Adams LLP has issued an attestation report that expresses an unqualified opinion on the effectiveness of the Company's internal control over financial reporting for the year ended December 31, 2018, included in Item 8 of this Annual Report on Form 10-K.

168

Changes in Internal Controls. There have been no changes in the Company’s internal control over financial reporting for the year ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information regarding the Company's directors contained under the section captioned “Proposal 1 – Election of Directors” in the Company’s proxy statement, a copy of which will be filed with the SEC no later than 120 days after December 31, 2018 (the “Proxy Statement”), is incorporated herein by reference.

For information regarding the executive officers of the Company and the Bank, see the information contained herein under the section captioned “Item 1. Business - Executive Officers of Registrant,” which is incorporated by reference.

The Company has an audit committee. The members of the Audit Committee are directors Jennifer Zaccardo (Chairperson), David Blake, Steven Oliver, Norman Tonina, and Dana Behar. Each member of the Audit Committee is “independent” as defined in the Nasdaq Stock Market listing standards. The Board of Directors has determined that Ms. Zaccardo meets the definition of “audit committee financial expert,” as defined by the SEC.

The Board of Directors has adopted a Code of Ethics for the Company’s officers (including its principal executive officer and senior financial officers), directors and employees. The Company’s Code of Ethics is posted on the Investor Relations section of our website at www.ourfirstfed.com.

The information regarding compliance with Section 16(a) of the Securities Exchange Act of

1934 is contained in the section captioned “Section 16(a) Beneficial Ownership Reporting Compliance,” is included in the Proxy Statement, and incorporated herein by reference.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Company's Board of Directors.

Item 11. Executive Compensation

The information contained in the section captioned “Executive Compensation” and "Directors' Compensation" in the Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information contained in the section captioned “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference.

169

The following table summarizes share and exercise price information about First Northwest Bancorp's equity compensation plan as of December 31, 2018 .



Plan category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights	Weighted-average exercise price of outstanding options, warrants, and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans (stock options) approved by security holders:
First Northwest Bancorp 2015 Equity Incentive Plan ⁽¹⁾	—	N/A	1,382,050
Equity compensation plans not approved by security holders	N/A	N/A	N/A

Total	—	—	1,382,050

⁽¹⁾ As of December 31, 2018 , 452,000 shares of restricted stock awards had been granted under the First Northwest Bancorp 2015 Equity Incentive plan (the "EIP"). The restricted shares will vest in equal installments of 20% per year over a 5 -year period. The restricted shares granted under the EIP were purchased by First Northwest Bancorp in open market transactions and retired during the years ended June 30 , 2017 and 2016 . Subsequent to these restricted stock awards, stock options that, upon exercise result in the issuance of up to 1,310,036 shares of our common stock and 71,014 shares of restricted stock awards, remain available for future issuance under the EIP.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information contained in the sections captioned “Meetings and Committees of the Board of Directors and Corporate Governance Matters – Transactions with Related Persons” and “Meetings and Committees of the Board of Directors and Corporate Governance Matters – Director Independence” in the Proxy Statement is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

The information contained under the section captioned “Proposal 3 – Ratification of Appointment of Independent Auditor” in the Proxy Statement is incorporated herein by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules

( a) 1. Financial Statements.

For a list of the financial statements filed as part of this report see Part II – Item 8.

2. Financial Statement Schedules.

All schedules have been omitted as the required information is either inapplicable or contained in the Consolidated Financial Statements or related Notes contained in Part II, Item 8 of this Form 10-K.

170

3. Exhibits required by Item 601 of Regulation S-K:



Exhibit No.	Exhibit Description	Filed Herewith	Form	Original Exhibit No.	Filing Date/Period Ending Date	SEC File No.
3.1	Articles of Incorporation of First Northwest Bancorp, as amended through August 28, 2014	X
3.2	Bylaws of First Northwest Bancorp	X
4.1	Form of Common Stock Certificate of First Northwest Bancorp		S-1	4	11/21/2012	333-185101
10.1*	First Northwest Bancorp 2015 Equity Incentive Plan	X
10.2*	Form of First Northwest Bancorp 2015 Equity Incentive Plan Restricted Stock Award Agreement		S-8	10.4	12/4/2015	333-208341
10.3*	Executive employment agreement with Laurence J. Hueth	X
10.4*	Form of executive employment agreement with Regina M. Wood, Christopher J. Riffle, Terry A. Anderson, and Kelly A. Liske	X
10.5*	First Federal Fiscal 2018 Cash Incentive Plan	X
10.6*	Form of First Federal Fiscal 2018 Cash Incentive Plan Participation Agreement	X
21	Subsidiaries of First Northwest Bancorp	X
23	Consent of Independent Registered Public Accounting Firm	X
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X
32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act	X
101	The following materials from First Northwest Bancorp's Annual Report on Form 10-K for the year ended December 31, 2018, formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Operations; (3) Consolidated Statements of Comprehensive (Loss) Income; (4) Consolidated Statements of Changes in Shareholders' Equity; (5) Consolidated Statements of Cash Flows; and (6) Notes to Consolidated Financial Statements

* Denotes a management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

None.

171

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

March 14, 2019	By:	/s/Laurence J. Hueth
		Laurence J. Hueth
		President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



By:	/s/Laurence J. Hueth	March 14, 2019
	Laurence J. Hueth
	President, Chief Executive Officer and Director
	(Principal Executive Officer)

By:	/s/Regina M. Wood	March 14, 2019
	Regina M. Wood
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

By:	/s/Stephen E. Oliver	March 14, 2019
	Stephen E. Oliver
	Chairman of the Board and Director

By:	/s/David A. Blake	March 14, 2019
	David A. Blake
	Director

By:	/s/Cindy H. Finnie	March 14, 2019
	Cindy H. Finnie
	Director

By:	/s/David T. Flodstrom	March 14, 2019
	David T. Flodstrom
	Director

By:	/s/Jennifer Zaccardo	March 14, 2019
	Jennifer Zaccardo
	Director

172



By:	/s/Norman J. Tonina, Jr.	March 14, 2019
	Norman J. Tonina, Jr.
	Director

By:	/s/Craig Curtis	March 14, 2019
	Craig Curtis
	Director

By:	/s/Dana Behar	March 14, 2019
	Dana Behar
	Director

173

Exhibit 3.1

ARTICLES OF INCORPORATION

FIRST NORTHWEST BANCORP

as amended through August 28, 2014

____________________________________________________________________________

ARTICLE I

Name

The name of the corporation is First Northwest Bancorp (the “Corporation”).

ARTICLE II

Duration

The duration of the Corporation is perpetual.

ARTICLE III

Purpose and Powers

The purpose for which the Corporation is organized is to act as a bank holding company and to transact all other lawful business for which corporations may be incorporated under the WBCA. The Corporation shall have all and may exercise all the express, implied and incidental powers of a corporation organized under the WBCA.

ARTICLE IV

Capital Stock

The total number of shares of all classes of capital stock which the Corporation has authority to issue is 80,000,000, of which 75,000,000 shall be common stock of par value of $0.01 per share, and of which 5,000,000 shall be serial preferred stock of par value of $0.01 per share. The shares may be issued from time to time as authorized by the Board of Directors without further approval of the shareholders, except to the extent that such approval is required by governing law, rule or regulation. The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the stated par value per share. Upon payment of such consideration, such shares shall be deemed to be fully paid and nonassessable. Upon authorization by its Board of Directors, the Corporation may issue its own shares in exchange for or in conversion of its outstanding shares or distribute its own shares, pro rata to its shareholders or the shareholders of one or more classes or series, to effectuate stock dividends or splits, and any such transaction shall not require consideration.

Except as expressly provided by applicable law, these Articles of Incorporation or by any resolution of the Board of Directors designating and establishing the terms of any series of preferred stock, no holders of any class or series of capital stock shall have any right to vote as a separate class or series or to vote more than one vote per share. The shareholders of the Corporation shall not be entitled to cumulative voting in any election of directors.

A description of the different classes and series (if any) of the Corporation’s capital stock and a statement of the designations, and the relative rights, preferences, limitations and voting powers of the shares of each class and series (if any) of capital stock are as follows:

A. Common Stock . On matters on which holders of common stock are entitled to vote, each holder of shares of common stock shall be entitled to one vote for each share held by such holder.

Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and of sinking fund, retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends, but only when and as declared by the Board of Directors.

In the event of any liquidation, dissolution or winding up of the Corporation, the holders of the common stock (and the holders of any class or series of stock entitled to participate with the common stock in the distribution of assets) shall be entitled to receive, in cash or in kind, the assets of the Corporation available for distribution remaining after: (i) payment or provision for payment of the Corporation’s debts and liabilities; (ii) distributions or provision for distributions in settlement of the liquidation account established for certain depositors of First Federal Savings and Loan Association of Port Angeles (the “Association”) in connection with the Association’s mutual-to-stock conversion; and (iii) distributions or provision for distributions to holders of any class or series of stock having preference over the common stock in the liquidation, dissolution or winding up of the Corporation. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock.

B. Serial Preferred Stock . The Board of Directors of the Corporation is authorized by resolution or resolutions from time to time adopted to provide for the issuance of preferred stock in series and to fix and state the voting powers, designations, preferences and relative, participating, optional or other special rights of the shares of each such series and the qualifications, limitations and restrictions thereof, including, but not limited to, determination of any of the following:

(a) The distinctive serial designation and the number of shares constituting such series;

(b) The dividend rate or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date or dates, the payment date or dates for dividends, and the participating or other special rights, if any, with respect to dividends;

(d) Whether the shares of such series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such shares may be redeemed;

(e) The amount(s) payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation;

(f) Whether the shares or such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price(s) at which such shares may be redeemed or purchased through the application of such fund;

(g) Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation, and, if so convertible or exchangeable, the conversion price(s), or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(h) The price or other consideration for which the shares of such series shall be issued; and

(i) Whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock.



First Northwest Bancorp Articles of Incorporation, as amended	Page 2

Each share of each series of preferred stock shall have the same relative rights as and be identical in all respects with all other shares of the same series.

C. 1. Notwithstanding any other provision of these Articles of Incorporation, in no event shall any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of shareholders entitled to vote on any matter, beneficially owns in excess of 10% of the then-outstanding shares of common stock (“Limit”), be entitled, or permitted to any vote in respect of the shares held in excess of the Limit, unless a majority of the Whole Board (as hereinafter defined) shall have by resolution granted in advance such entitlement or permission. The number of votes which may be cast by any record owner by virtue of the provisions hereof in respect of common stock beneficially owned by such person owning shares in excess of the Limit shall be a number equal to the total number of votes which a single record owner of all common stock owned by such person would be entitled to cast after giving effect to the provisions hereof, multiplied by a fraction, the numerator of which is the number of shares of such class or series which are both beneficially owned by such person and owned of record by such record owner and the denominator of which is the total number of shares of common stock beneficially owned by such person owning shares in excess of the Limit.

2. The following definitions shall apply to this Section C of this Article VII.

(a) “Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the date of filing of these Articles of Incorporation.

(b) “Beneficial ownership” shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934 (or any successor rule or statutory provision), or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or provision thereto, pursuant to said Rule 13d-3 as in effect on the date of filing of these Articles of Incorporation; provided, however , that a person shall, in any event, also be deemed the “beneficial owner” of any common stock:

(i) which such person or any of its Affiliates beneficially owns, directly or indirectly; or

(ii) which such person or any of its Affiliates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of an agreement, contract, or other arrangement with the Corporation to effect any transaction which is described in any one or more of subparagraphs A(1)(a) through (h) of Article XI hereof or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise), or (B) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of shareholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such person nor any such Affiliate is otherwise deemed the beneficial owner); or

(iii) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates acts as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation; and provided further, however , that (i) no director or officer of the Corporation (or any Affiliate of any such director or officer) shall, solely by reason of any or all of such directors or officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any common stock beneficially owned by any other such director or officer (or any Affiliate thereof), and (ii) neither any employee stock ownership or similar plan of the Corporation or any subsidiary of the Corporation, nor any trustee with respect thereto or any Affiliate of such trustee (solely by reason of such capacity of such trustee), shall be deemed, for any purposes hereof, to beneficially own any common stock held under any such plan. For purposes of computing the percentage beneficial ownership of common stock of a person, the outstanding common stock shall include shares deemed owned by such person through application of this subsection but shall not include any other common stock which may be issuable by the Corporation pursuant to any agreement, or upon exercise of conversion rights, warrants



First Northwest Bancorp Articles of Incorporation, as amended	Page 3

or options, or otherwise. For all other purposes, the outstanding common stock shall include only common stock then outstanding and shall not include any common stock which may be issuable by the Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise.

(d) “Whole Board” shall mean the total number of directors which the Corporation would have if there were no vacancies on the Board of Directors.

3. The Board of Directors shall have the power to construe and apply the provisions of this Section C and to make all determinations necessary or desirable to implement such provisions, including but not limited to matters with respect to (i) the number of shares of common stock beneficially owned by any person, (ii) whether a person is an Affiliate of another, (iii) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in the definition of beneficial ownership, (iv) the application of any other definition or operative provision of this Section C to the given facts or (v) any other matter relating to the applicability or effect of this Section C.

4. The Board of Directors shall have the right to demand that any person who is reasonably believed to beneficially own common stock in excess of the Limit (or holds of record common stock beneficially owned by any person in excess of the Limit) supply the Corporation with complete information as to (i) the record owner(s) of all shares beneficially owned by such person who is reasonably believed to own shares in excess of the Limit and (ii) any other factual matter relating to the applicability or effect of this section as may reasonably be required of such person.

5. Except as otherwise provided by law or expressly provided in this Section C, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to cast a majority of the votes (after giving effect, if required, to the provisions of this Section C) entitled to be cast by the holders of shares of capital stock of the Corporation shall constitute a quorum at all meetings of the shareholders, and every reference in these Articles of Incorporation to a majority or other proportion of capital stock (or the holders thereof) for purposes of determining any quorum requirement or any requirement for shareholder consent or approval shall be deemed to refer to such majority or other proportion of the votes (or the holders thereof) then entitled to be cast in respect of such capital stock.

6. Any constructions, applications or determinations made by the Board of Directors pursuant to this Section C in good faith and on the basis of such information and assistance as was then reasonably available for such purpose shall be conclusive and binding upon the Corporation and its shareholders.

7. In the event any provision (or portion thereof) of this Section C shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Section C shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its shareholders that each such remaining provision (or portion thereof) of this Section C remain, to the fullest extent permitted by law, applicable and enforceable as to all shareholders, including shareholders owning an amount of stock over the Limit, notwithstanding any such finding.

ARTICLE V

Preemptive Rights

Holders of the capital stock of the Corporation shall not be entitled to preemptive rights with respect to any shares of the Corporation which may be issued.



First Northwest Bancorp Articles of Incorporation, as amended	Page 4

ARTICLE VI

Initial Directors

The persons who shall serve as the initial directors of the Corporation are: Richard G. Kott, Stephen E. Oliver, David A. Blake, Lloyd J. Eisenman, Cindy H. Finnie, David T. Flodstrom, Laurence J. Hueth, Jennifer Zaccardo, Norman J. Tonina, Jr. and Craig Curtis. The address of each initial director is 105 West 8th Street, Port Angeles, Washington 98362. The initial directors (or their successors) shall serve until the first annual meeting of shareholders, at which time they may stand for reelection, if so nominated, for terms based on the respective groups described in Part B of Article VII to which they have been nominated.

ARTICLE VII

Directors

A. Number . The Corporation shall be under the direction of a Board of Directors. The number of directors shall be as provided in the Corporation’s Bylaws, but in no event shall be fewer than five nor more than 15.

B. Classified Board . Effective beginning with the election of directors at the first annual meeting of shareholders, the Board of Directors, other than those directors who may be elected by the holders of any class or series of preferred stock, shall be divided into three groups, with each group containing one-third of the total number of directors, or as near as may be. The terms of the directors elected to serve in the first group shall expire at the second annual shareholders’ meeting, the terms of the directors elected to serve in the second group shall expire at the third annual shareholders’ meeting, and the terms of the directors elected to serve in the third group shall expire at the fourth annual shareholders’ meeting. At the second annual shareholders’ meeting and each annual shareholders’ meeting held thereafter, directors shall be elected for a term of three years to succeed those whose terms expire.

C. Vacancies . Any vacancy occurring in the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors, whether or not there remains a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for a term which expires at the next shareholders’ meeting at which directors are elected. A directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term continuing only until the next election of directors by the shareholders.

ARTICLE VIII

Removal of Directors

Notwithstanding any other provisions of these Articles of Incorporation or the Corporation’s Bylaws (and notwithstanding the fact that some lesser percentage may be specified by law, these Articles of Incorporation or the Corporation’s Bylaws), any director or the entire Board of Directors may be removed only for cause and only by the affirmative vote of the holders of at least 80% of the total votes eligible to be cast at a special meeting of shareholders called for the purpose of removing the director. For purpose of this Article VIII, “cause” shall mean fraudulent or dishonest acts, a gross abuse of authority in discharge of duties to the Corporation or acts that are detrimental or hostile to the interests of the Corporation.

ARTICLE IX

Registered Office and Agent

The registered office of the Corporation shall be located at 105 West 8th Street, Port Angeles, Washington 98362. The initial registered agent of the Corporation at such address shall be Laurence J. Hueth.



First Northwest Bancorp Articles of Incorporation, as amended	Page 5

ARTICLE X

Notice for Shareholder Nominations and Proposals

A. Nominations for the election of directors and proposals for any new business to be taken up at any annual meeting of shareholders may be made by the Board of Directors of the Corporation or by any shareholder of the Corporation entitled to vote generally in the election of directors. In order for a shareholder of the Corporation to make any such nominations and/or proposals, he or she shall give notice thereof in writing, that is received by the Secretary of the Corporation not less than 90 days nor more than 120 days prior to any such meeting; provided, however, that if less than 100 days’ notice of the date of the meeting is given to shareholders (either by mail or other transmission or by public announcement), such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the tenth day following the day on which notice of the date of the meeting was first so given to shareholders. The term “public announcement” shall mean disclosure (i) in a press release reported by a nationally recognized news service, (ii) in a document publicly filed or furnished by the Corporation with the U.S. Securities and Exchange Commission or (iii) on a website maintained by the Corporation. Each such notice given by a shareholder with respect to nominations for election of directors shall set forth: (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee, (iv) such other information as would be required to be included in a proxy statement soliciting proxies for the election of the proposed nominee pursuant to Regulation 14A of the General Rules and Regulations of the Securities Exchange Act of 1934, including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected, and (v) as to the shareholder giving such notice (a) his or her name and address as they appear on the Corporation’s books and (b) the class and number of shares of the Corporation which are beneficially owned by such shareholder. In addition, the shareholder making such nomination shall promptly provide any other information reasonably requested by the Corporation.

B. Each such notice given by a shareholder to the Secretary with respect to business proposals to bring before a meeting shall set forth in writing as to each matter: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business; (iii) the class and number of shares of the Corporation which are beneficially owned by the shareholder; and (iv) any material interest of the shareholder in such business. Notwithstanding anything in these Articles of Incorporation to the contrary, no business shall be conducted at the meeting except in accordance with the procedures set forth in this Article.

C. The Chairman of the annual meeting of shareholders may, if the facts warrant, determine and declare to the meeting that a nomination or proposal was not made in accordance with the foregoing procedure, and, if the Chairman should so determine, the defective nomination or proposal shall be disregarded.

D. At any special meeting of shareholders, only business within the purpose or purposes described in the Corporation’s notice of the meeting may be conducted at the meeting.

ARTICLE XI

Approval of Certain Business Combinations

The shareholder vote required to approve Business Combinations (as hereinafter defined) shall be as set forth in this section.

A. 1. Except as otherwise expressly provided in this Article XI, the affirmative vote of the holders of (i) at least 80% of the outstanding shares entitled to vote thereon (and, if any class or series of shares is entitled to vote thereon separately, the affirmative vote of the holders of at least 80% of the outstanding shares of each such class or series), and (ii) at least a majority of the outstanding shares entitled to vote thereon, not including shares deemed beneficially owned by a Related Person (as hereinafter defined), shall be required to authorize any of the following:

(a) any merger or consolidation of the Corporation with or into a Related Person;



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(b) any sale, lease, exchange, transfer or other disposition, including without limitation, a mortgage, or any other security device, of all or any Substantial Part (as hereinafter defined) of the assets of the Corporation (including without limitation any voting securities of a subsidiary) or of a subsidiary, to a Related Person;

(d) any sale, lease, exchange, transfer or other disposition of all or any Substantial Part of the assets of a Related Person to the Corporation or a subsidiary of the Corporation;

(e) the issuance of any securities of the Corporation or a subsidiary of the Corporation to a Related Person in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value exceeding 25% of the total consolidated assets of the Corporation except pursuant to an employee benefit plan of the Corporation or any subsidiary of the Corporation;

(f) the acquisition by the Corporation or a subsidiary of the Corporation of any securities of a Related Person;

(g) any reclassification of the common stock of the Corporation, or any recapitalization involving the common stock of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of the Corporation’s common stock, or of outstanding securities convertible into the Corporation’s common stock, directly or indirectly held by any Related Person (a “Disproportionate Transaction”); provided, however, that no such transaction shall be deemed a Disproportionate Transaction if the increase in the proportionate ownership of the Related Person as a result of such transaction is no greater than the increase experienced by the other security holders generally;

(h) any liquidation or dissolution of the Corporation proposed by or on behalf of any Related Person; and

(i) any agreement, contract or other arrangement providing for any of the transactions described in this Article XI.

2. Such affirmative vote shall be required notwithstanding any other provision of these Articles of Incorporation, any provision of law, or any agreement with any regulatory agency or national securities exchange which might otherwise permit a lesser vote or no vote.

3. The term “Business Combination” as used in this Article XI shall mean any transaction which is referred to in any one or more of subparagraphs (a) through (i) above.

B. The provisions of Part A of this Article XI shall not be applicable to any particular Business Combination, which shall require only such affirmative vote as is required by any other provision of these Articles of Incorporation, any provision of law, or any agreement with any regulatory agency or national securities exchange, if such particular Business Combination shall have been approved by two-thirds of the Continuing Directors (as hereinafter defined); provided, however , that such approval shall only be effective if obtained at a meeting at which a Continuing Director Quorum (as hereinafter defined) is present.

C. For the purposes of this Article XI the following definitions apply:

1. The term “Related Person” shall mean and include (a) any individual, corporation, partnership or other person or entity which together with its “affiliates” (as that term is defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934), that “beneficially owns” (as that term is defined in Rule 13d-3 of the General Rules and Regulations under the Securities Act of 1934) in the aggregate 10% or more of the outstanding shares of the common stock of the Corporation (excluding tax-qualified benefit plans of the Corporation); and (b) any “affiliate” (as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934)



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of any such individual, corporation, partnership or other person or entity. Without limitation, any shares of the common stock of the Corporation which any Related Person has the right to acquire pursuant to any agreement, or upon exercise or conversion rights, warrants or options, or otherwise, shall be deemed “beneficially owned” by such Related Person.

2. The term “Substantial Part” shall mean more than 25% of the total assets of the Corporation or of a subsidiary, as applicable (in the case of a transaction under subparagraph A.1(b) of this Article XI), or of a Related Person (in the case of a transaction under subparagraph A.1(d) of this Article XI) as of the end of its most recent fiscal year prior to when the determination is made.

3. The term “Continuing Director” shall mean any member of the Board of Directors of the Corporation who is unaffiliated with the Related Person and was a member of the Board of Directors prior to the time the Related Person became a Related Person, and any successor of a Continuing Director who is unaffiliated with the Related Person and is recommended to succeed a Continuing Director by a majority of Continuing Directors then on the Board of Directors.

4. The term “Continuing Director Quorum” shall mean seventy-five percent (75%) of the Continuing Directors capable of exercising the powers conferred on them.

D. Nothing contained in this Article XI shall be construed to relieve a Related Person from any fiduciary obligation imposed by law. In addition, nothing contained in this Article XI shall prevent any shareholders of the Corporation from objecting to any Business Combination and from demanding any appraisal rights which may be available to such shareholder.

E. No amendment, alteration, change or repeal of any provision of the Article XI may be effected unless it is approved at a meeting of the Corporation’s shareholders called for that purpose. Notwithstanding any other provision of these Articles of Incorporation, the affirmative vote of the holders of not less than 80% of the outstanding shares entitled to vote thereon shall be required to amend, alter, change, or repeal, directly or indirectly, any provision of this Article XI; provided, however , that the preceding provisions of this Part E shall not be applicable to any amendment to this Article XI if such amendment receives this affirmative vote required by law and any other provisions of these Articles of Incorporation and if such amendment has been approved by a majority of the Continuing Directors.

ARTICLE XII

Evaluation of Business Combinations and Other Transactions

In connection with the exercise of its judgment in determining what is in the best interests of the Corporation and of the shareholders, when evaluating (and making any recommendation to the Corporation’s shareholders with regard to) a Business Combination (as defined in Article XI), a tender or exchange offer or any other actual or proposed transaction which would or may involve a change in control of the Corporation (whether by purchases of shares of stock or any other securities of the Corporation in the open market, or otherwise, tender offer, merger, consolidation, share exchange, dissolution, liquidation, sale of all or substantially all of the assets of the Corporation, proxy solicitation or otherwise), the Board of Directors of the Corporation, in addition to considering the adequacy of the amount to be paid in connection with any such transaction, may consider all of the following factors and any other factors which it deems relevant: (i) the social and economic effects of the transaction on the Corporation and its subsidiaries, employees, depositors, loan and other customers, creditors and other elements of the communities in which the Corporation and its subsidiaries operate or are located; (ii) the business and financial condition and earnings prospects of the acquiring person or entity, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the acquisition and other likely financial obligations of the acquiring person or entity and the possible effect of such conditions upon the Corporation and its subsidiaries and the other elements of the communities in which the Corporation and its subsidiaries operate or are located; and (iii) the competence, experience, and integrity of the acquiring person or entity and its or their management.



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ARTICLE XIII

Limitation of Directors’ Liability

To the fullest extent permitted by the WBCA, a director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, except for liability of the director for acts or omissions that involve: (i) intentional misconduct by the director; (ii) a knowing violation of law by the director; (iii) conduct violating RCW Section 23B.08.310 (relating to unlawful distributions by the Corporation); or (iv) any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If the WBCA is amended in the future to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the full extent permitted by the WBCA, as so amended, without any requirement or further action by shareholders. An amendment or repeal of this Article XIII shall not adversely affect any right or protection of a director of the Corporation existing at the time of such amendment or repeal.

ARTICLE XIV

Indemnification

The Corporation shall indemnify and advance expenses to its directors, officers, agents and employees as follows:

A. Directors and Officers . In all circumstances and to the full extent permitted by the WBCA, the Corporation shall indemnify any person who is or was a director or officer of the Corporation and who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (including an action by or in the right of the Corporation), by reason of the fact that he is or was a director or officer of the Corporation, against expenses, judgments, fines, and amounts paid in settlement and incurred by him in connection with such action, suit or proceeding. However, such indemnity shall not apply to: (a) acts or omissions of the director or officer in connection with a proceeding by or in the right of the Corporation in which the director or officer is finally adjudged liable to the Corporation; (b) conduct of the director or officer finally adjudged to violate RCW Section 23B.08.310 (relating to unlawful distributions by the Corporation) or (c) any transaction with respect to which it was finally adjudged that such director and officer personally received a benefit in money, property or services to which the director was not legally entitled. Any indemnification payments made pursuant to this Section A of this Article XIV are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. 1828(k)) and the regulations promulgated thereunder by the Federal Deposit Insurance Corporation (12 C.F.R. Part 359). The Corporation shall advance expenses incurred in a proceeding for such persons pursuant to the terms set forth in a separate directors’ resolution or contract.

B. Implementation . The Board of Directors may take such action as is necessary to carry out these indemnification and expense advancement provisions. It is expressly empowered to adopt, approve and amend from time to time such bylaws, resolutions, contracts or further indemnification and expense advancement arrangements as may be permitted by law, implementing these provisions. Such bylaws, resolutions, contracts or further arrangements shall include, but not be limited to, implementing the manner in which determinations as to any indemnity or advancement of expenses shall be made.

C. Survival of Indemnification Rights . No amendment or repeal of this Article XIV shall apply to or have any effect on any right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

D. Employees and Agents . The Corporation may, by action of the Board of Directors, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the Corporation with the same scope and effect as the provisions of this Article XIV with respect to the indemnification and advancement of expenses of directors and officers of the Corporation or pursuant to rights granted under, or provided by, the WBCA or otherwise.



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E. Service for Other Entities . The indemnification and advancement of expenses provided under this Article XIV shall apply to directors, officers, employees or agents of the Corporation for both (a) service in such capacities for the Corporation and (b) service at the Corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A person is considered to be serving an employee benefit plan at the Corporation’s request if such person’s duties to the Corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan.

F. Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have had the power to indemnify him against such liability under the provisions of this bylaw and the WBCA.

G. Other Rights . The indemnification provided by this section shall not be deemed exclusive of any other right to which those indemnified may be entitled under any other bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such an office, and shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of the heirs executors, and administrators of such person.

ARTICLE XV

Special Meeting of Shareholders

Special meetings of the shareholders for any purpose or purposes may be called only by the Chief Executive Officer or by the Board of Directors. The right of shareholders of the Corporation to call special meetings is specifically denied.

ARTICLE XVI

Repurchase of Shares

The Corporation may from time to time, pursuant to authorization by the Board of Directors of the Corporation and without action by the shareholders, purchase or otherwise acquire shares of any class, bonds, debentures, notes, scrip, warrants, obligations, evidences of indebtedness or other securities of the Corporation in such manner, upon such terms, and in such amounts as the Board of Directors shall determine; subject, however, to such limitations or restrictions, if any, as are contained in the express terms of any class of shares of the Corporation outstanding at the time of the purchase or acquisition in question or as are imposed by law.

ARTICLE XVII

Amendment of Bylaws

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation by a majority vote of the Board of Directors. Notwithstanding any other provision of these Articles of Incorporation or the Bylaws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law), the Bylaws shall not be adopted, repealed, altered, amended or rescinded by the shareholders of the Corporation except by the vote of the holders of not less than 80% of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose (provided that notice of such proposed adoption, repeal, alteration, amendment or rescission is included in the notice of such meeting), or, as set forth above, by the Board of Directors.



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ARTICLE XVIII

Amendment of Articles of Incorporation

The Corporation reserves the right to repeal, alter, amend or rescind any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by law, and all rights conferred on shareholders herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions set forth in Articles II, III, IV (other than a change to the number of authorized shares of the Corporation’s capital stock), V, VII, VIII, X, XI (except as provided in Part E. of Article XI), XII, XIII, XIV, XV, XVI, XVII, XIX and XX and this Article XVIII of these Articles of Incorporation may not be repealed, altered, amended or rescinded in any respect unless the same is approved by the affirmative vote of the holders of not less than 80% of the votes entitled to be cast by each separate voting group entitled to vote thereon, cast at a meeting of the shareholders called for that purpose (provided that notice of such proposed adoption, repeal, alteration, amendment or rescission is included in the notice of such meeting).

ARTICLE XIX

Shareholder Vote Required on Certain Matters

Subject to Articles XI and XVIII of these Articles of Incorporation, if shareholder approval of any of the following matters is required under the WBCA, such matter may be approved by a majority of the votes in each voting group (except as otherwise provided in Article XX of these Articles of Incorporation) entitled to be cast on such matter: (a) amendment to these Articles of Incorporation, (b) a plan of merger or share exchange of the Corporation with any other corporation; (c) the sale, lease, exchange, or other disposition, whether in one transaction or a series of transactions, by the Corporation of all or substantially all of the Corporation’s property other than in the usual and regular course of business; or (d) the dissolution of the Corporation. This Article is intended to reduce the voting requirements otherwise prescribed by the WBCA with respect to the foregoing matters, subject to Articles XI and XVIII of these Articles of Incorporation.

ARTICLE XX

Limitation of Separate Class Voting to Extent Permitted by Law

Except to the extent expressly provided in the preferences, limitations, voting powers, and relative rights set forth in these Articles of Incorporation or any amendment thereto with respect to a particular class or series of shares, the holders of each outstanding class or series of shares of the Corporation are not entitled to vote as a separate voting group: (a) on any amendment to these Articles of Incorporation with respect to which such class or series would otherwise be entitled under RCW 23B.10.040(1)(a), (e), or (f) to vote as a separate voting group, (b) on any plan of merger or share exchange with respect to which such class or series would otherwise be entitled under RCW 23B.11.035 to vote as a separate voting group, or (c) on any transaction pursuant to RCW 23B.12.020.

ARTICLE XXI

Incorporator

The name and mailing address of the incorporator is Levon L. Mathews, 105 West 8th Street, Port Angeles, Washington 98362.

* * *



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Exhibit 3.2

BYLAWS

FIRST NORTHWEST BANCORP

ARTICLE I

Principal Office

SECTION 1. Principal Office . The principal office and place of business of the corporation in the state of Washington shall be located in the City of Port Angeles, Clallam County.

SECTION 2. Other Offices . The corporation may have such other offices as the Board of Directors (the "Board") may designate or the business of the corporation may require from time to time.

ARTICLE II

Shareholders

SECTION 1. Place of Meetings . All annual and special meetings of the shareholders shall be held at the principal office of the corporation or at such other place within or outside the State of Washington as the Board may determine.

SECTION 2. Annual Meeting . A meeting of the shareholders of the corporation for the election of Directors and for the transaction of any other business of the corporation shall be held at a date and time as the Board may determine.

SECTION 3. Special Meetings . Special meetings of the shareholders for any purpose or purposes shall be called in accordance with the procedures set forth in the Articles of Incorporation. Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting of the shareholders.

SECTION 4. Conduct of Meetings . Annual and special meetings shall be conducted in accordance with rules prescribed by the presiding officer of the meeting, unless otherwise prescribed by these Bylaws. The Board shall designate, when present, either the Chairman of the Board or the President to preside at such meetings.

SECTION 5. Notice of Meeting . Notice in writing or by electronic transmission, in either case in accordance with Section 23B.01.410 of the Revised Code of Washington, stating the place, date and time of the meeting and, in the case of a special meeting of shareholders, a description of the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 60 days before the date of the meeting, by or at the direction of the Chairman of the Board, the Vice-Chairman, the President, or the Secretary calling the meeting, to each shareholder of record entitled to vote at such meeting; provided, however , that notice of a shareholders meeting to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, a proposed sale of assets pursuant to Section 23B.12.020 of the Revised Code of Washington or any successor statutory provision, or the dissolution of the corporation shall be given no fewer than 20 nor more than 60 days before the meeting date. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the corporation as of the record date prescribed in Section 6 of this Article II, with postage thereon prepaid. When any shareholders' meeting, either annual or special, is adjourned for 120 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the date, time and place of any meeting adjourned for less than 120 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.

SECTION 6. Fixing of Record Date . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 70 days, and in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the day before the date on which the first notice of the meeting is delivered or the date on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment of the meeting, unless the Board fixes a new record date, which it must do if the meeting is adjourned more than 120 days after the date is fixed for the original meeting.

SECTION 7. Voting Lists . At least 10 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. This list of shareholders shall be kept on file at the principal office of the corporation or at a place identified in the meeting notice in the city where the meeting will be held and shall be subject to inspection by any shareholder, the shareholder’s agent or the shareholder’s attorney at any time during regular business hours and at the shareholder’s expense, for a period of 10 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder, the shareholder’s agent or the shareholder’s attorney at any time during the meeting or any adjournment. The original stock transfer book shall be prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this Bylaw shall not affect the validity of any action taken at the meeting.

SECTION 8. Quorum . A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a quorum is present or represented at a meeting, a majority of those present or represented may transact any business which comes before the meeting, unless a greater percentage is required by law, the Articles of Incorporation, or these Bylaws. If less than a quorum of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting in accordance with the original meeting notice, and in the case of any adjourned meeting called for the election of Directors, those who attend the second of the adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing Directors.

SECTION 9. Proxies . At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact or by any other means of voting by proxy permitted under the Washington Business Corporation Act (or any successor law), including, without limitation, via electronic transmission. Proxies solicited on behalf of management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the Directors then in office or by a committee of the Board appointed in accordance with Article IV, Section 1. All proxies shall be filed with the Secretary of the corporation before or at the commencement of meetings. An appointment of a proxy is valid for eleven months unless a longer period is expressly provided in the appointment. An appointment of a proxy is revocable by the shareholder unless the appointment indicates that it is irrevocable and the appointment is coupled with an interest.



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SECTION 10. Voting . Except as otherwise provided in the Articles of Incorporation or by law, each outstanding share of capital stock of the corporation shall be entitled to one vote on each matter voted on at a shareholders' meeting. Unless otherwise provided in the Articles of Incorporation, law, or these Bylaws, if a quorum exists, any action, other than the election of Directors, is approved by a voting group if the votes cast within the voting group favoring the action exceed the votes cast within the group opposing the action. In any election of Directors the candidates elected are those receiving the largest number of votes cast by the shares entitled to vote in the election, up to the number of Directors to be elected by such shares.

SECTION 11. Acceptance of Votes . If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a shareholder of the corporation, the corporation may accept the vote, consent, waiver or proxy appointment and give effect to it as the act of the shareholder if: (i) the shareholder is an entity and the name signed purports to be that of an officer, partner or agent of the entity; (ii) the name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder; (iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder; (iv) the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder; or (v) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of its execution.

SECTION 12. Action by Shareholders Without Meeting . Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter.

ARTICLE III

Board of Directors

SECTION 1. General Powers . All corporate powers shall be exercised by, or under authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board. The Board shall annually elect a Chairman of the Board and a Vice-Chairman from among its members and shall designate, when present, either the Chairman or the Vice-Chairman to preside at its meetings.

SECTION 2. Chairman and Vice-Chairman .

(a) Board Chairman. The Chairman of the Board shall be nominated and elected in accordance with the procedure described in this section. At least thirty (30) days before the regularly scheduled Board meeting that immediately precedes the annual organizational meeting of the Board, the Nominating and Corporate Governance Committee shall meet and prepare a report recommending a nominee or nominees for Chairman to be submitted to the Board at said regular meeting. Other nominations may be made by the Directors in attendance at said meeting. The Chairman shall be elected at the annual organizational meeting from among the nominees so designated. The term of office of the Chairman shall be one (1) year, or until the Chairman’s successor is elected and qualified.

(b) Board Vice-Chairman. The Vice-Chairman of the Board shall be nominated and elected in accordance with the procedure described in this section. At least thirty (30) days before the regularly scheduled Board meeting that immediately precedes the annual organizational meeting of the Board, the Nominating and Corporate Governance Committee shall meet and prepare a report recommending a nominee or nominees for Vice-Chairman to be submitted to the Board at said regular meeting. The then-current Chairman may submit recommendations to the Nominating and Corporate Governance Committee



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for consideration. Other nominations may be made by the Directors in attendance at said meeting. Immediately following election of the Chairman the Vice-Chairman shall be elected at the annual organizational meeting from among the nominees so designated.

The Vice-Chairman shall communicate regularly with the Chairman and the Chief Executive Officer of the corporation, so as to be fully apprised of the business of the corporation and adequately prepared to succeed to the duties of the Chairman if events so require. The Vice-Chairman shall perform all duties of the Chairman in the event the office of Chairman shall become vacant or if the Chairman is unavailable to perform necessary duties of the office for more than 14 days due to disability or otherwise. The Vice-Chairman shall continue to perform such duties and serve in all respects as Board Chairman until such time as a new Chairman is elected. The Vice-Chairman shall perform such additional duties as may be requested by the Chairman.

SECTION 3. Number, Term and Election . Subject to the limitations on the number of Directors set forth in the Articles of Incorporation, the number of Directors of the corporation shall be fixed from time to time exclusively by resolution adopted by the Board. Except for any Directors elected by the holders of one or more series of preferred stock, voting separately as a class, the terms of the corporation’s Directors shall be staggered in accordance with the provisions of the corporation’s Articles of Incorporation. Directors shall be elected by ballot each year at the annual meeting of shareholders.

SECTION 4. Regular and Special Meetings . Regular meetings of the Board will be held on the dates and at the times and places determined by resolution of the Board. The annual organizational meeting of the Board shall be held immediately after the annual shareholders’ meeting at the same location at which such meeting was held or, if not held at that time, as soon as practicable thereafter at the date, time, and location specified in the notice of such meeting.

Special meetings of the Board may be called by or at the request of the Chairman, the President, or one-third of the Directors. The persons authorized to call special meetings of the Board may fix any place, within or outside the State of Washington, as the place for holding any special meeting of the Board called by such persons.

Any or all Directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating can hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

SECTION 5. Notice of Special Meetings . Notice in writing or by electronic transmission, in either case in accordance with Section 23B.01.410 of the Revised Code of Washington, of the date, time and place of any special meeting shall be given to each Director at least two days prior thereto delivered personally, by electronic transmission (provided that the Director has consented to receive an electronically transmitted notice either (i) in the form of a record and has designated in the consent the address, location or system to which such notice may be electronically transmitted or (ii) by any other means permitted under Section 23B.01.410 of the Revised Code of Washington) or by facsimile or at least five days previous thereto delivered by mail at the address at which the Director is most likely to be reached. If mailed to the address at which the Director is most likely to be reached, such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting by a writing filed with the Secretary. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action approved at the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting.

SECTION 6. Quorum . A majority of the number of Directors fixed in accordance with Section 3 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting



First Northwest Bancorp Bylaws	Page 4	Amended: January 22, 2019

from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 5 of this Article III.

SECTION 7. Manner of Acting . The act of the majority of the Directors present at a meeting or adjourned meeting at which a quorum is present shall be the act of the Board, unless a greater number is prescribed by law, the Articles of Incorporation, or these Bylaws.

SECTION 8. Action Without a Meeting . Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if one or more consents describing the action so taken are executed by each Director either before or after the action becomes effective, and delivered to the corporation for inclusion in the minutes or filing with the corporate records, which consents are set forth either (a) in an executed record or (b) if the corporation has designated an address, location, or system to which the consents may be electronically transmitted and the consent is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record.

SECTION 9. Resignation . Any Director may resign at any time by delivering notice in the form of an executed resignation to the Board, the Chairman, the President or the Secretary. A notice of resignation is effective when the resignation is delivered unless the resignation specifies a later effective date, or an effective date determined upon the happening of an event or events.

SECTION 10. Vacancies . Vacancies occurring in the Board may be filled only in accordance with the procedures set forth in the Articles of Incorporation.

SECTION 11. Compensation . The Directors will be entitled to receive such reasonable compensation for their services as Directors and as members of any committee appointed by the Board, as well as for attendance at meetings, as may be fixed by the Board, and may be reimbursed by the corporation for ordinary and reasonable expenses incurred in the performance of their duties.

SECTION 12. Presumption of Assent . A Director of the corporation who is present at a meeting of the Board at which corporate action is approved shall be deemed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting, or promptly upon the Director's arrival, to holding it or transacting business at the meeting; (b) the Director's dissent or abstention as to the action is entered in the minutes of the meeting; or (c) the Director delivers notice of the Director's dissent or abstention as to the action to the presiding officer of the meeting before adjournment or to the corporation within a reasonable time after adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

SECTION 13. Performance of Duties. A Director shall perform his or her duties as a Director, including the duties as a member or any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interest of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such duties, a Director shall be entitled to rely on information, opinion, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (i) one or more officers or employees of the corporation or its subsidiaries whom the Director reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, public accountants or other persons as to matters which the Director reasonably believes to be within such person's professional or expert competence; or (iii) a committee of the Board on which he or she does not serve, which committee the Director reasonably believes to merit confidence. However, a Director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted.

SECTION 14. Additional Qualifications. Each Director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the corporation, excluding any shares that the Director has received pursuant to the corporation’s benefit programs. A person shall not be a Director of the corporation if that individual: (i) is not a resident of the United States; (ii) has been adjudicated a bankrupt or has taken



First Northwest Bancorp Bylaws	Page 5	Amended: January 22, 2019

the benefit of any insolvency law or has made a general assignment for the benefit of creditors; (iii) has suffered a judgment for a sum of money which has remained unsatisfied after all legal proceedings have been of record or unsecured on appeal for a period of more than three months;(iv) if he or she is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty against whom a banking agency has, within the past ten (10) years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and subject to appeal; or (v) with the exception of any wholly-owned subsidiaries of the corporation, is a Director of a bank, trust company, or national banking association, a majority of the Board of Directors of which are Directors of this corporation.

SECTION 15. Mandatory Retirement . A Director is required to retire from the Board effective as of the first annual shareholders' meeting after attaining seventy-five (75) years of age.

ARTICLE IV

Committees of the Board of Directors

SECTION 1. Appointment . The Board may, by resolution adopted by the greater of a majority of the Board then in office and the number of Directors required to take action in accordance with these Bylaws, create one or more committees, each consisting of two (2) or more Directors, to serve at the pleasure of the Board. All committee members are to be appointed by resolution adopted by the greater of a majority of the Directors then in office and the number of Directors required to take action in accordance with these Bylaws. The then-current Chairman may submit recommendations for committee members for consideration prior to the appointment of committee members. Among the committees created by the Board, one committee will be established as the Executive Committee, consisting of three (3) Directors..

SECTION 2. Authority . Any committee created by the Board shall have all the authority of the Board, except to the extent, if any, that such authority shall be limited by the Board; and except also that no committee shall have the authority of the Board to: approve a distribution except according to a general formula or method prescribed by the Board; approve or propose to shareholders a corporate action that the Washington Business Corporation Act requires be approved by shareholders; fill vacancies on the Board or on any of its committees; amend the corporation’s Articles of Incorporation in a manner that does not require shareholder approval; adopt, amend, or repeal these Bylaws; approve a plan of merger not requiring shareholder approval; or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the Board may authorize a committee, or a senior executive officer of the corporation, to do so within limits specifically prescribed by the Board.

SECTION 3. Tenure . Subject to the provisions of Section 8 of this Article IV, each member of a committee shall hold office until his or her successor is appointed by the Board.

SECTION 4. Meetings . Unless the Board shall otherwise provide, regular meetings of any committee shall be at such times and places as are determined by the Board, or by any such committee. Special meetings of any such committee may be held at the principal executive office of the corporation, or at any place which has been designated from time to time by resolution of such committee or by consent of all members thereof, and may be called by any member thereof upon notice stating the place, date, and hour of the meeting, which notice shall be given in the manner provided for the giving of notice to Directors of the time and place of special meetings of the Board in Article III, Section 4, or waived in the manner provided in Article III, Section 5.

Any or all members of a committee may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all members participating can hear each other during the meeting. A committee member participating in a meeting by this means is deemed to be present in person at the meeting



First Northwest Bancorp Bylaws	Page 6	Amended: January 22, 2019

SECTION 5. Quorum . A majority of the members of a committee shall constitute a quorum for the transaction of any business at a meeting thereof, and action of a committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

SECTION 6. Action Without a Meeting . Any action required or permitted to be taken by any committee at a meeting may be taken without a meeting if one or more consents setting forth the action so taken are executed by each member of the committee either before or after the action becomes effective, and delivered to the corporation for inclusion in the minutes or filing with the corporate records, each of which consent is set forth either (a) in an executed record or (b) if the corporation has designated an address, location, or system to which the consents may be electronically transmitted and the consent is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record.

SECTION 7. Vacancies. Any vacancy in a committee may be filled as soon as practicable by the greater of a majority of the Directors then in office and the number of Directors required to take action in accordance with these Bylaws.

SECTION 8. Resignations and Removal . Any member of a committee may be removed at any time with or without cause by resolution adopted by a majority of the Directors then in office. Any member of a committee may resign from the committee at any time by delivering notice in the form of an executed resignation to the Board, the Chairman of the Board, the President or the Secretary. A notice of resignation is effective when the resignation is delivered unless the resignation specifies a later effective date, or an effective date determined upon the happening of an event or events.

SECTION 9. Procedure. Unless the Board otherwise provides, each committee may fix its own rules of procedure which shall not be inconsistent with these Bylaws or with any charter adopted by the Board for the committee. The committee shall keep regular minutes of its proceedings and report the same to the Board for its information at the meeting held next after the proceedings shall have occurred.

ARTICLE V

Officers

SECTION 1. Positions . The officers of the corporation shall include a President, one or more vice presidents, a Secretary and a Treasurer, each of whom shall be appointed by the Board. The Board may also designate the Chairman of the Board as an officer. The President shall be the Chief Executive Officer unless the Board determines otherwise. The offices of the Secretary and Treasurer may be held by the same person and a vice president may also be either the Secretary or the Treasurer. The Board of Directors may designate one or more vice presidents as executive vice president or senior vice president. The Board may also elect or authorize the appointment of such other officers as the business of the corporation may require. The officers shall have such authority and perform such duties as the Board may from time to time authorize or determine. In the absence of action by the Board, the officers shall have such powers and duties as generally pertain to their respective offices.

SECTION 2. Election and Term of Office . The officers of the corporation shall be elected annually by the Board at the first meeting of the Board held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself create contract rights. The Board may authorize the corporation to enter into an employment contract with any officer in accordance with applicable law. Any officer of the corporation who also serves as a Director of the corporation, shall resign as a Director effective with such resignation, removal, disqualification or otherwise, as an officer of the corporation.



First Northwest Bancorp Bylaws	Page 7	Amended: January 22, 2019

SECTION 3. Removal . Any officer may be removed by vote of two-thirds of the Board, whenever, in its judgment, the best interests of the corporation will be served by doing so. Removal, other than for cause, shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer will not of itself create contract rights.

SECTION 4. Vacancies . At the recommendation and nomination of the President, a vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

SECTION 5. Remuneration . The remuneration of the officers shall be fixed from time to time by the Board giving due regard to the recommendations of the President and no officer shall be prevented from receiving such remuneration by reason of the fact that he is also a Director of the corporation.

SECTION 6. Secretary. The Secretary shall prepare and maintain full and correct records of all meetings of the shareholders and of the Board. The Secretary shall promptly inform the Board of Governors of the Federal Reserve System in writing of any change in the address of the office of the corporation or the location of its principal records. He or she shall perform such other duties as he or she may be directed to perform by resolution of the Board not inconsistent with applicable law, regulations and these Bylaws.

The Board may appoint one or more Assistant Secretaries, and may authorize them, under the direction of the Secretary of the corporation, to perform any of the duties entrusted to, and delegated by, the Secretary.

ARTICLE VI

Contracts, Loans, Checks and Deposits

SECTION 1. Contracts . Except as otherwise prescribed by these Bylaws with respect to certificates for shares, the Board may authorize any officer, employee, or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

SECTION 2. Loans . No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name, unless authorized by the Board. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, Etc . All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness in the name of the corporation shall be signed by one or more officers, employees, or agents of the corporation in such manner as shall from time to time be determined by the Board.

SECTION 4. Deposits . All funds of the corporation not otherwise employed shall be deposits from time to time to the credit of the corporation in any of its duly authorized depositories as the Board may select.

SECTION 5. Contracts with Directors and Officers. To the fullest extent authorized by and in conformance with Washington law, the corporation may enter into contracts with and otherwise transact business as vendor, purchaser, or otherwise, with its Directors, officers, employees and shareholders and with corporations, associations, firms, and entities in which they are or may become interested as Directors, officers, shareholders, or otherwise, as freely as though such interest did not exist, except that no loans shall be made by the corporation secured by its shares, other than a loan made by the corporation to a tax-qualified employee stock ownership plan of the corporation or any of its affiliates. In the absence of fraud, the fact that any Director, officer, employee, shareholder, or any corporation, association, firm or other entity of which any Director, officer, employee or shareholder is interested, is in any way interested in any transaction or



First Northwest Bancorp Bylaws	Page 8	Amended: January 22, 2019

contract shall not make the transaction or contract void or voidable, or require the Director, officer, employee or shareholder to account to the corporation for any profits therefrom if the transaction or contract is or shall be authorized, ratified, or approved by (i) the vote of a majority of the Directors then in office excluding any interested Director or Directors, (ii) the written consent of the holders of a majority of the shares entitled to vote, or (iii) a general resolution approving the acts of the Directors and officers adopted at a shareholders meeting by vote of the holders of the majority of the shares entitled to vote. All loans to officers and Directors shall be subject to Federal and state laws and regulations. Nothing herein contained shall create or imply any liability in the circumstances above described or prevent the authorization, ratification or approval of such transactions or contracts in any other manner.

SECTION 6. Shares of Another Corporation . Shares of another corporation held by this corporation may be voted by the President or any vice president, or by proxy appointment form executed by either of them, unless the Board by resolution shall designate some other person to vote the shares.

ARTICLE VII

Shares of Capital Stock and Their Transfer

SECTION 1. Certificates for Shares and Uncertificated Shares . Certificates representing shares of capital stock of the corporation shall be in such form as shall be determined by the Board and consistent with applicable law. Such certificates shall be signed by the Chief Executive Officer, the President, any vice president or by any other officer of the corporation authorized by the Board, attested by the Secretary or an Assistant Secretary. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for the like number of shares has been surrendered and canceled, except that in case of a lost or destroyed certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe. Notwithstanding the foregoing, the Board may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by certificates until such certificate is surrendered to the corporation. In addition, notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of capital stock of the corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the corporation signed by, or in the name of the corporation as set forth above, certifying the number of shares owned by such stockholder in the corporation.

SECTION 2. Transfer of Shares . Stock of the corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of the corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the corporation or the transfer agent thereof. No transfer of stock shall be valid as against the corporation for any purpose until it



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shall have been entered in the stock records of the corporation by an entry showing from and to whom transferred.

SECTION 3. Certification of Beneficial Ownership . The Board may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. Upon receipt by the corporation of a certification complying with such procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

SECTION 4. Lost Certificates . The Board may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

ARTICLE VIII

Fiscal Year; Annual Audit

The fiscal year of the corporation shall end on the last day of December of each year. The corporation shall be subject to an annual audit as of the end of its fiscal year by the independent public accountants appointed by and responsible to the Board.

ARTICLE IX

Dividends

Subject to the terms of the corporation's Articles of Incorporation and the laws of the State of Washington, the Board may, from time to time, declare, and the corporation may pay, dividends upon its outstanding shares of capital stock.

ARTICLE X

Amendments

In accordance with the corporation's Articles of Incorporation, these Bylaws may be repealed, altered, amended or rescinded by the shareholders of the corporation only by vote of not less than 80% of the outstanding shares of capital stock of the corporation entitled to vote generally in the election of Directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose (provided that notice of such proposed repeal, alteration, amendment or rescission is included in the notice of such meeting). In addition, the Board may repeal, alter, amend or rescind these Bylaws by vote of a majority of the Directors then in office.

* * *

Amended this 22 ^nd day of January, 2019.



First Northwest Bancorp Bylaws	Page 10	Amended: January 22, 2019

Exhibit 10.1

First Northwest Bancorp
2015 Equity Incentive Plan

ARTICLE I
ESTABLISHMENT, PURPOSE AND DURATION

Section 1.1 Establishment of the Plan.

First Northwest Bancorp (the “Company”) hereby establishes an incentive compensation plan to be known as the “First Northwest Bancorp 2015 Equity Incentive Plan” (the “Plan”), as set forth in this document. The Plan permits the granting of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock and Restricted Stock Units.

The Plan was originally adopted effective as of July 28, 2015 by the Board, and became effective on November 16, 2015 (the “Effective Date”), the date the Plan was approved by the Company’s shareholders.

Section 1.2 Purpose of the Plan.

The purpose of the Plan is to promote the long-term growth and profitability of First Northwest Bancorp, to provide Plan Participants with an incentive to achieve corporate objectives, to attract and retain individuals of outstanding competence and to provide Plan Participants with incentives that are closely linked to the interests of all shareholders of First Northwest Bancorp. The Plan is not intended to expose the Company to imprudent risks.

Section 1.3 Duration of the Plan.

Subject to approval by the shareholders of the Company, the Plan shall commence on the Effective Date, and shall remain in effect, subject to the right of the Board to terminate the Plan at any time pursuant to Article VIII herein. However, in no event may an Award be granted under the Plan on or after the tenth anniversary of the Effective Date. Nor may an Incentive Stock Option be granted under the Plan on or after the tenth anniversary of the date the Plan was adopted by the Board.

ARTICLE II
DEFINITIONS

The following definitions shall apply for the purposes of this Plan, unless a different meaning is plainly indicated by the context:

Affiliate means any “parent corporation” or “subsidiary corporation” of the Company, as those terms are defined in Section 424(e) and (f), respectively, of the Code.

Award means the grant by the Committee of an Incentive Stock Option, a Non-Qualified Stock Option, or a Restricted Stock Award.

Award Agreement means a written instrument evidencing an Award under the Plan and establishing the terms and conditions thereof.

Beneficiary means the Person designated by a Participant to receive any Shares subject to a Restricted Stock Award made to such Participant that become distributable, or to have the right to exercise any Incentive Stock Option or Non-Qualified Stock Option (the “Option”) granted to such Participant that are exercisable, following the Participant’s death.

Board means the Board of Directors of First Northwest Bancorp and any successor thereto.

Change in Control means any of the following events:

(a) any third Person, including a "group" as defined in Section 13(d)(3) of the Exchange Act, that becomes the beneficial owner of Shares with respect to which 25 percent or more of the total number of votes that may be cast for the election of the Board (other than a tax-qualified plan of the Company or its Affiliate);

(b) consummation of a plan of reorganization, merger, acquisition, consolidation, sale of all or substantially all of the assets of the Company or a similar transaction in which the Company is not the resulting entity;

(c) as a result of, or in connection with, any cash tender offer, merger or other business combination, sale of assets or contested election(s), or combination of the foregoing, the individuals who were members of the Board of Directors on the date of adoption of this Plan (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date of adoption of this Plan whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s shareholders was approved by the nominating committee serving under an Incumbent Board, shall be considered a member of the Incumbent Board; or

(d) a tender offer or exchange offer for 25 percent or more of the total outstanding Shares is completed (other than such an offer by the Company).

Code means the Internal Revenue Code of 1986, as amended from time to time.

Committee means the Committee described in Article IV.

Company means First Northwest Bancorp, a Washington corporation, and any successor thereto.

Director means any individual who is a member of the Board or the board of directors of an Affiliate or an advisory or emeritus director of the Company or an Affiliate who is not currently an Employee.

Disability means a total and permanent disability, within the meaning of Section 22(e)(3) of the Code, as determined by the Committee in good faith, upon receipt of sufficient competent medical advice from one or more individuals, selected by the Committee, who are qualified to give professional medical advice.

Domestic Relations Order means a domestic relations order that satisfies the requirements of Section 414(p)(1)(B) of the Code, or any successor provision, as if such section applied to the applicable Award.

Employee means a full-time or part-time employee of the Company or an Affiliate. Directors who are not otherwise employed by the Company or an Affiliate shall not be considered Employees under the Plan.

Effective Date means the date on which the Plan is approved by the shareholders of First Northwest Bancorp.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Exercise Period means the period during which an Option may be exercised.

Exercise Price means the price per Share at which Shares subject to an Option may be purchased upon exercise of the Option. If the Fair Market Value (as defined below) for Exercise Price purposes is determined to be less than fair market value of the underlying Shares as determined under Section 409A (the “Section 409A Fair Market Value”), then the Exercise Price shall automatically adjust to be the Section 409A Fair Market Value. The Committee may take such actions as it determines necessary to carry out the preceding sentence.

Fair Market Value means, with respect to a Share on a specified date:

(a) If the Shares are listed on any U.S. national securities exchange registered under the Exchange Act (“National Exchange”), the closing sales price for such stock (or the closing bid, if no sales were reported) as reported on that exchange on the applicable date, or if the applicable date is not a trading day, on the trading day immediately preceding the applicable date;

(b) If the Shares are not listed on a National Exchange but are traded on the over-the-counter market or other similar system, the mean between the closing bid and the asked price for the Shares at the close of trading in the over-the-counter market or other similar system on the applicable date, or if the applicable date is not a trading day, on the trading day immediately preceding the applicable date; and

(c) In the absence of such markets for the Shares, the Fair Market Value shall be determined in good faith by the Committee.

In no event shall the Fair Market Value for Exercise Price purposes be less than Fair Market Value of the underlying Shares as determined under Section 409A.

Family Member means with respect to any Participant, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, registered domestic partner (as determined under state law), sibling, niece, nephew, mother-in-law, father in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests.

Federal Reserve Board means the Board of Governors of the Federal Reserve System.

Incentive Stock Option means a right to purchase Shares that is granted to an Employee that is designated by the Committee to be an Incentive Stock Option and that satisfies the requirements of Section 422 of the Code.

Incumbent Board means the members of the Board on the date of adoption of this Plan.

Involuntary Separation from Service means an “involuntary separation from service” within the meaning of United States Treasury Regulations Section 1.409A-1(n), which shall include a voluntary separation from service for good reason as defined therein.

Non-Qualified Stock Option means a right to purchase Shares that is not an Incentive Stock Option.

Option means either an Incentive Stock Option or a Non-Qualified Stock Option.

Option Holder means, at any relevant time with respect to an Option, the person having the right to exercise the Option.

Participant means any Employee or Director who is selected by the Committee to receive an Award.

Period of Restriction means the period during which the entitlement of a Participant under a Restricted Stock Award is limited in some way or subject to forfeiture, in whole or in part, based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion.

Person means an individual, a corporation, a partnership, a limited liability company, an association, a joint-stock company, a trust, an estate, an unincorporated organization and any other business organization or institution.

Plan means this First Northwest Bancorp 2015 Equity Incentive Plan, as amended from time to time.

Restricted Stock means an award of Shares granted subject to a Period of Restriction pursuant to Article VI.

Restricted Stock Award means an award of Restricted Stock or Restricted Stock Units pursuant to Article VI.

Restricted Stock Units means an Award denominated in units subject to a Period of Restriction granted pursuant to Article VI.

Retirement means, subject to the terms of an Award, (i) in the case of an Employee, the termination of a Participant’s employment with the Company and its Affiliates, other than a Termination for Cause, after the Participant has attained age 65, and (ii) with respect to non-employee Directors, the termination of Service as a Director of the Company and its Affiliates or any successors thereto after reaching normal retirement age as established by the Company, other than a Termination for Cause.

Section 409A means Section 409A of the Code and any regulations or guidance of general applicability thereunder.

Service means, unless the Committee provides otherwise in an Award Agreement, service in any capacity as a Director or Employee of the Company or any Affiliate.

Share means a share of common stock, par value $.01 per share, of First Northwest Bancorp.

Termination for Cause means termination upon an intentional failure to perform stated duties, a breach of a fiduciary duty involving personal dishonesty which results in material loss to the Company or one of its Affiliates or a willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or a final cease-and-desist order which results in material loss to the Company or one of its Affiliates. No act or failure to act on a Participant’s part shall be considered willful unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company. Notwithstanding the above, if a Participant is subject to a different definition of termination for cause in an employment or severance or similar agreement with the Company or any Affiliate, such other definition shall control.

Vesting Date means the date or dates on which the grant of an Option is eligible to be exercised or the date or dates on which a Restricted Stock Award ceases to be forfeitable (i.e., at the end of a Period of Restriction).

ARTICLE III
AVAILABLE SHARES

Section 3.1 Shares Available Under the Plan.

Subject to adjustment under Article VIII, the aggregate number of Shares representing Awards shall not exceed 1,834,050 Shares.

Section 3.2 Shares Available for Options.

Subject to adjustment under Article VIII, the maximum aggregate number of Shares with respect to which Options may be granted under the Plan shall be 1,310,036 Shares. Subject to adjustment under Article VIII, the maximum aggregate number of Shares with respect to which Incentive Stock Options may be granted under the Plan shall be 1,310,036 Shares. The maximum aggregate number of Shares which may be issued upon exercise of Options to any one individual shall be limited as follows:

(a) the total number of Options available for grant to non-Employee Directors in the aggregate shall be limited to 30 percent of the number of Shares indicated above;

(b) the total number of Options available for grant to any one non-Employee Director shall be limited to five percent of the number of Shares indicated above; and

(c) the total number of Options available for grant to any Employee shall be limited to 25 percent of the number of Shares indicated above.

Section 3.3 Shares Available for Restricted Stock Awards.

Subject to adjustment under Article VIII, the maximum aggregate number of Shares with respect to which Restricted Stock Awards may be granted under the Plan shall be 524,014 Shares. The Shares with respect to which Restricted Stock Awards may be made under the Plan may be either authorized and unissued Shares, or previously issued Shares that have been reacquired by the Company (subject to any required regulatory approvals). The maximum aggregate number of Shares which may be issued upon Award or vesting of Restricted Stock Awards shall be limited as follows:

(a) the total number of Restricted Stock Awards available for grant to non-Employee Directors as a group shall be limited to 30 percent of the number of Shares indicated above;

(b) the total number of Restricted Stock Awards available for grant to any one non-Employee Director shall be limited to five percent of the number of Shares indicated above; and

(c) the total number of Restricted Stock Awards available for grant to any Employee shall be limited to 25 percent of the number of Shares indicated above.

Section 3.4 Additional Regulatory Restrictions.

As of the Effective Date, the following additional regulatory restrictions shall apply:

(a) No Award may vest (or restrictions with respect to such Award lapse) beginning earlier than one year from the Effective Date of the Plan and all Awards shall vest no more rapidly than in annual installments of 20 percent of the total Award.

(b) The accelerated vesting of Awards shall not be permitted except upon the Participant’s death or Disability, or upon a Change in Control.

(c) Executive officers and Directors must exercise or forfeit any Options awarded to them in the event the Company becomes critically undercapitalized under the applicable regulatory capital requirements, is subject to an enforcement action, or receives a capital directive under Federal Reserve Board regulation section 263.83 (12 C.F.R. 263.83), or if directed to so do by the Federal Reserve Board, the Company’s primary regulator.

Section 3.5 Computation of Shares Issued.

For purposes of this Article III, Shares shall be considered issued pursuant to this Plan only if actually issued upon the exercise of an Option or in connection with the vesting of Restricted Stock Award. Any Award subsequently forfeited, in whole or in part, shall not be considered issued. If any Award granted under this Plan terminates, expires, or lapses for any reason, any Shares subject to such Award again shall be available for the grant of an Award under the Plan. Shares used to pay the Exercise Price of an Option and Shares used to satisfy tax withholding obligations shall not be available for future Awards under this Plan. To the extent that Shares are delivered pursuant to the exercise of an Option, the number of underlying Shares as to which the exercise related shall be counted against the number of Shares available for Awards, as opposed to only counting the Shares issued.

ARTICLE IV
ADMINISTRATION

Section 4.1 Committee.

(a) This Plan shall be administered by a Committee appointed by the Board for that purpose and consisting of not less than two (2) members of the Board. Each member of the Committee shall be an “Outside Director” within the meaning of Section 162(m) of the Code or a successor rule or regulation, a “Non-Employee Director” within the meaning of Rule 16b-3(b)(3)(i) under the Exchange Act or a successor rule or regulation and an “Independent Director,” and shall satisfy any other membership requirements, under the corporate governance rules and regulations imposing independence and other membership standards on committees performing similar functions promulgated by any National Exchange or quotation system on which the Shares are listed.

(b) The act of a majority of the members present at a meeting duly called and held shall be the act of the Committee. Any decision or determination reduced to writing and signed by all members shall be as fully effective as if made by unanimous vote at a meeting duly called and held.

(c) The Committee’s decisions and determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated.

Section 4.2 Committee Powers.

Subject to the terms and conditions of this Plan and such limitations as may be imposed by the Board, the Committee shall be responsible for the overall management and administration of the Plan. The Committee shall have full power except as limited by law or by the charter or by-laws of the Company or by resolutions adopted by the Board, and subject to the provisions herein, to determine the size and types of Awards; to determine the terms and conditions of such Awards in a manner consistent with the Plan; to construe and interpret the Plan and any agreement or instrument entered into under the Plan; to establish, amend, or waive rules and regulations for the Plan's administration; and (subject to the provisions of Article VIII herein) to amend or otherwise modify the Plan or the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan and, if the Award is subject to Section 409A, does not cause the Plan or the Award to violate Section 409A. Further, the Committee shall make all other determinations which may be necessary or advisable for the administration of the Plan. As permitted by law, rule, or regulation, the Committee may delegate its authorities as identified hereunder. All decisions, determinations and other actions of the Committee made or taken in accordance with the terms of the Plan shall be final and conclusive and binding upon all parties having an interest therein.

ARTICLE V
STOCK OPTIONS

Section 5.1 Grant of Options.

(a) Subject to the limitations of this Plan, the Committee may, in its discretion, grant to a Participant an Option to purchase Shares. An Option must be designated as either an Incentive Stock Option or a Non-Qualified Stock Option at the time of grant and, if not designated as either, shall be a Non-Qualified Stock Option. Only employees of the Company or its Affiliates may receive Incentive Stock Options.

(b) Any Option granted shall be evidenced by an Award Agreement which shall:

(i) specify the number of Shares covered by the Option;

(ii) specify the Exercise Price;

(iii) specify the Exercise Period;

(iv) specify the Vesting Date; and

(v) contain such other terms and conditions not inconsistent with the Plan as the Committee may, in its discretion, prescribe. No Option terms shall be permitted that would cause the Option to be subject to Section 409A.

Section 5.2 Size of Option.

Subject to the restrictions of this Plan, the number of Shares as to which a Participant may be granted Options shall be determined by the Committee, in its discretion.

Section 5.3 Exercise Price.

The price per Share at which an Option may be exercised shall be determined by the Committee, in its discretion; provided, however, that the Exercise Price shall not be less than the Fair Market Value of a Share on the date on which the Option is granted.

Section 5.4 Exercise Period.

The Exercise Period during which an Option may be exercised shall commence on the Vesting Date. It shall expire on the earliest of:

(a) the date specified by the Committee in the Award Agreement;

(b) unless otherwise determined by the Committee and set forth in the Award Agreement, the last day of the three-month period commencing on the date of the Participant’s termination of Service, other than on account of death, Disability, Retirement or a Termination for Cause;

(c) unless otherwise determined by the Committee and set forth in the Award Agreement, the last day of the one-year period commencing on the date of the Participant’s termination of Service due to death, Disability or Retirement;

(d) as of the time and on the date of the Participant’s termination of Service due to a Termination for Cause; or

(e) the last day of the ten-year period commencing on the date on which the Option was granted.

An Option that remains unexercised at the close of business on the last day of the Exercise Period shall be canceled without consideration at the close of business on that date.

Section 5.5 Vesting Date.

(a) Subject to any restrictions set forth in this Plan, the Vesting Date for each Option Award shall be determined by the Committee and specified in the Award Agreement.

(b) Unless otherwise determined by the Committee and specified in the Award Agreement:

(i) if the Participant of an Option Award terminates Service prior to the Vesting Date for any reason other than death, Disability or a Change in Control, any unvested Option shall be forfeited without consideration;

(ii) if the Participant of an Option Award terminates Service prior to the Vesting Date on account of death or Disability, the Vesting Date shall be accelerated to the date of the Participant’s termination of Service; and

(iii) if a Change in Control occurs prior to the Vesting Date of an Option Award that is outstanding on the date of the Change in Control, and the Participant experiences an Involuntary Separation from Service other than a Termination for Cause during the 365-day period following the date of such Change in Control, then the Vesting Date for any non-vested Option Award shall be accelerated to the date of the Participant’s Involuntary Separation from Service. Notwithstanding the preceding sentence, if at the effective time of the Change in Control the successor to the Company’s business and/or assets does not either assume the outstanding Option Award or replace the outstanding Option Award with an award that is determined by the Committee to be at least equivalent in value to such outstanding Option Award on the date of the Change in Control, then the Vesting Date of such outstanding Option Award shall be accelerated to the earliest date of the Change in Control.

Section 5.6 Additional Restrictions on Incentive Stock Options.

An Option designated by the Committee to be an Incentive Stock Option shall be subject to the following provisions:

(a) Notwithstanding any other provision of this Plan to the contrary, no Participant may receive an Incentive Stock Option under the Plan if such Participant, at the time the Option is granted, owns (after application of the rules contained in Section 424(d) of the Code) stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or its Affiliates, unless (i) the option price for such Incentive Stock Option is at least 110 percent of the Fair Market Value of the Shares subject to such Incentive Stock Option on the date of grant and (ii) such Option is not exercisable after the date five years from the date such Incentive Stock Option is granted.

(b) Each Participant who receives Shares upon exercise of an Option that is an Incentive Stock Option shall give the Company prompt notice of any sale of Shares prior to a date which is two years from the date the Option was granted or one year from the date the Option was exercised. Such sale shall disqualify the Option as an Incentive Stock Option.

(c) The aggregate Fair Market Value (determined with respect to each Incentive Stock Option at the time such Incentive Stock Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under this Plan or any other plan of the Company or an Affiliate) shall not exceed $100,000 and the term of the Incentive Stock Option shall not be more than ten years.

(d) Any Option under this Plan which is designated by the Committee as an Incentive Stock Option but fails, for any reason, to meet the foregoing requirements shall be treated as a Non-Qualified Stock Option.

Section 5.7 Method of Exercise.

(a) Subject to the limitations of this Plan and the Award Agreement, an Option Holder may, at any time on or after the Vesting Date and during the Exercise Period, exercise his or her right to purchase all or any part of the Shares to which the Option relates; provided, however, that the minimum number of Shares which may be purchased at any time shall be 100, or, if less, the total number of Shares relating to the Option which remain un-purchased. An Option Holder shall exercise an Option to purchase Shares by:

(i) giving written notice to the Committee, in such form and manner as the Committee may prescribe, of his or her intent to exercise the Option;

(ii) delivering to the Committee full payment for the Shares as to which the Option is to be exercised; and

(iii) satisfying such other conditions as may be prescribed in the Award Agreement.

(b) The Exercise Price of the Shares to be purchased upon exercise of any Option shall be paid in full:

(i) in cash (by certified or bank check or such other instrument as the Company may accept); or

(ii) if and to the extent permitted by the Committee, in the form of Shares already owned by the Option Holder as of the exercise date and having an aggregate Fair Market Value on the date the Option is exercised equal to the aggregate Exercise Price to be paid; or

(iii) if and to the extent permitted by the Committee, by the Company withholding Shares otherwise issuable upon the exercise having an aggregate Fair Market Value on the date the Option is exercised equal to the aggregate Exercise Price to be paid; or

(iv) by any combination thereof.

Payment for any Shares to be purchased upon exercise of an Option may also be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the purchase price and applicable tax withholding amounts (if any), in which event the Shares acquired shall be delivered to the broker promptly following receipt of payment.

(c) When the requirements of this Section have been satisfied, the Committee shall take such action as is necessary to cause the issuance of a stock certificate or cause the Shares to be issued by book-entry procedures, in either event evidencing the Option Holder's ownership of such Shares. The Person exercising the Option shall have no right to vote or to receive dividends, nor have any other rights with respect to the Shares, prior to the date the Shares are transferred to such Person on the stock transfer records of the Company, and no adjustments shall be made for any dividends or other rights for which the record date is prior to the date as of which the transfer is effected.

Section 5.8 Limitations on Options.

(a) An Option by its terms shall not be transferable by the Option Holder other than by will or the laws of descent and distribution, or pursuant to the terms of a Domestic Relations Order, and shall be exercisable, during the life of the Option Holder, only by the Option Holder or an alternate payee designated pursuant to such a Domestic Relations Order; provided, however, that a Participant may, at any time at or after the grant of a Non-Qualified Stock Option under this Plan, apply to the Committee for approval to transfer all or any portion of such Non-Qualified Stock Option which is then unexercised to such Participant’s Family Member; and provided further , than an Incentive Stock Option may be transferred to a trust if, under Section 671 of the Code and applicable state law, the Participant is considered the sole beneficial owner of the Incentive Stock Option while it is held by the trust. The Committee may approve or withhold approval of such transfer in its sole and absolute discretion. If such transfer is approved, it shall be effected by written notice to the Company given in such form and manner as the Committee may prescribe and actually received by the Company prior to the death of the person giving it. Thereafter, the transferee shall have all of the rights, privileges and obligations which would attach thereunder to the Participant. If a privilege of the Option depends on the life, Service or other status of the Participant, such privilege of the Option for the transferee shall continue to depend upon the life, Service or other status of the Participant. The Committee shall have full and exclusive authority to interpret and apply the provisions of the Plan to transferees to the extent not specifically addressed herein.

(b) The Company's obligation to deliver Shares with respect to an Option shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Option Holder to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. The Company shall not be required to deliver any Shares under this Plan prior to:

(i) the admission of such Shares to listing on any stock exchange or trading on any automated quotation system on which the Shares may then be listed or traded; or

(ii) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.

(c) An Option Holder may designate a Beneficiary to receive any Options that may be exercised after his or her death. Such designation and any change or revocation of such designation shall be made in writing in the form and manner prescribed by the Committee. In the event that the designated Beneficiary dies prior to the Option Holder, or in the event that no Beneficiary has been designated, any Options that may be exercised following the Option Holder's death shall be transferred to the Option Holder's estate. If the Option Holder and his or her Beneficiary shall die in circumstances that cause the Committee, in its discretion, to be uncertain which shall have been the first to die, the Option Holder shall be deemed to have survived the Beneficiary.

(d) No Option may be held in a margin account of the Option Holder.

Section 5.9 Prohibition Against Option Repricing.

Except as provided in Section 8.3 of this Plan and notwithstanding any other provision of this Plan, neither the Committee nor the Board shall have the right or authority following the grant of an Option pursuant to this Plan to amend or modify the Exercise Price of any such Option(including by cash buyouts, option exchanges, and certain voluntary surrender of underwater options where Shares surrendered may subsequently be re-granted), or to cancel the Option at a time when the Exercise Price is greater than the Fair Market Value of the Shares in exchange for another Option or Award.

ARTICLE VI
RESTRICTED STOCK AWARDS

Section 6.1 In General.

(a) Each Restricted Stock Award shall be evidenced by an Award Agreement which shall specify:

(i) the number of Shares of Restricted Stock or Restricted Stock Units covered by the Restricted Stock Award;

(ii) the amount, if any, which the Participant shall be required to pay to the Company in consideration for the issuance of such Restricted Stock or Restricted Stock Units;

(iii) the date of grant of the Restricted Stock Award;

(iv) the Period of Restriction for the Restricted Stock Award and the performance conditions, if any, which must be satisfied in order for the Period of Restriction to end and the Vesting Date to occur;

(v) as to Awards of Restricted Stock, the rights of the Participant with respect to dividends, voting rights and other rights and preferences associated with such Shares; and

(i) as to Awards of Restricted Stock Units, the rights of the Participant with respect to attributes of the Restricted Stock Units which are the equivalent of dividends and other rights and preferences associated with such Shares and the circumstances pursuant to which Restricted Stock Units shall be converted to Shares.

Restricted Stock Awards may contain such other terms and conditions not inconsistent with this Plan as the Committee may, in its discretion, prescribe.

Restricted Stock Units shall be settled (paid) at such time as is specified in the Restricted Stock Unit Award. Unless otherwise specified in the Award, when and if Restricted Stock Units become payable, a Participant having received the grant of such units shall be entitled to receive payment from the Company in cash, Shares or a combination thereof, as determined by the Committee in its sole discretion.

As to Awards awarding Restricted Stock Units, the terms of the Award shall either result in the Restricted Stock Units not being subject to Section 409A or, if the Restricted Stock Units are subject to Section 409A, include terms that cause the Restricted Stock Units to comply with Section 409A.

(b) All Awards of Restricted Stock shall be in the form of issued and outstanding Shares that shall be registered in the name of the Participant, subject to written transfer restriction instructions issued to the Company’s stock transfer agent, together with an irrevocable stock power executed by the Participant in favor of and held by the Committee or its designee, pending the vesting or forfeiture of the Restricted Stock Award. The Shares shall at all times prior to the applicable Vesting Date be subject to the following restriction, communicated in writing to the Company’s stock transfer agent:

These shares of common stock are subject to the terms of an Award Agreement between First Northwest Bancorp and [Name of Participant] dated [Award Date] made pursuant to the terms of the First Northwest Bancorp 2015 Equity Incentive Plan, copies of which are on file at the executive offices of First Northwest Bancorp and may not be sold, encumbered, hypothecated or otherwise transferred, except in accordance with the terms of such Plan and Award Agreement.

or such other restrictive communication or legend as the Committee, in its discretion, may specify.

(c) Unless otherwise set forth in the Award Agreement, a Restricted Stock Award by its terms shall not be transferable by the Participant other than by will or by the laws of descent and distribution, or pursuant to the terms of a Domestic Relations Order; provided, however, that a Participant may, at any time at or after the grant of a Restricted Stock Award under the Plan, apply to the Committee for approval to transfer all or any portion of such Restricted Stock Award which is then unvested to such Participant’s Family Member. The Committee may approve or withhold approval of such transfer in its sole and absolute discretion. If such transfer is approved, it shall be effected by written notice to the Company given in such form and manner as the Committee may prescribe and actually received by the Company prior to the death of the person giving it. Thereafter, the transferee shall have, with respect to such Restricted Stock Award, all of the rights, privileges and obligations which would attach thereunder to the Participant. If a privilege of the Restricted Stock Award depends on the life, Service or other status of the Participant, such privilege of the Restricted Stock Award for the transferee shall continue to depend upon the life, Service or other status of the Participant. The Committee shall have full and exclusive authority to interpret and apply the provisions of this Plan to transferees to the extent not specifically addressed herein.

Section 6.2 Vesting Date.

(a) The Period of Restriction and Vesting Date for each Restricted Stock Award shall be determined by the Committee and specified in the Award Agreement.

(b) Unless otherwise determined by the Committee and specified in the Award Agreement:

(i) if the Participant terminates Service prior to the Vesting Date for any reason other than death, Disability or a Change in Control, any unvested Shares shall be forfeited without consideration;

(ii) if the Participant terminates Service prior to the Vesting Date on account of death or Disability, the Vesting Date shall be accelerated to the date of termination of the Participant’s Service with the Company; and

(iii) if a Change in Control occurs prior to the Vesting Date of a Restricted Stock Award that is outstanding on the date of the Change in Control, and the Participant experiences an Involuntary Separation from Service other than a Termination for Cause during the 365-day period following the date of such Change in Control, then the Vesting Date for any non-vested Restricted Stock Award shall be accelerated to the date of the Participant’s Involuntary Separation from Service. Notwithstanding the preceding sentence, if at the effective time of the Change in Control the successor to the Company’s business and/or assets does not either assume the outstanding Restricted Stock Award or replace the outstanding Restricted Stock Award with an award that is determined by the Committee to be at least equivalent in value to such outstanding Restricted Stock Award on the date of the Change in Control, then the Vesting Date of such outstanding Restricted Stock Award shall be accelerated to the earliest date of the Change in Control.

Section 6.3 Dividend Rights.

Unless otherwise specified in the Award Agreement:

(a) During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder shall be entitled to receive all dividends and other distributions paid with respect to those Shares while they are so held. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same

restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

(b) Participants shall have no rights to dividends or other distributions paid on the Shares underlying Restricted Stock Units other than dividends and distributions with a record date on or after the date on which the Shares are issued to the Participant. The Committee may provide for dividend equivalent units in the Participant’s Restricted Stock Unit Award agreement.

Section 6.4 Voting Rights.

(a) Unless otherwise specified in the Award Agreement, a Participant who is awarded Shares of Restricted Stock hereunder may exercise full voting rights with respect to those Shares, including during the Period of Restriction.

(b) A Participant shall have no voting rights with respect to the Shares underlying Restricted Stock Units unless and until such Shares are issued to the Participant in settlement of the Restricted Stock Units.

Section 6.5 Designation of Beneficiary.

A Participant who has received a Restricted Stock Award may designate a Beneficiary to receive any unvested Restricted Stock or Shares distributed in satisfaction of any unvested Restricted Stock Units that become vested on the date of the Participant’s death. Such designation (and any change or revocation of such designation) shall be made in writing in the form and manner prescribed by the Committee. In the event that the Beneficiary designated by a Participant dies prior to the Participant, or in the event that no Beneficiary has been designated, any vested Shares that become available for distribution on the Participant’s death shall be paid to the executor or administrator of the Participant’s estate.

Section 6.6 Manner of Distribution of Awards.

The Company's obligation to deliver Shares with respect to a Restricted Stock Award shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Participant or Beneficiary to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. The Company shall not be required to deliver any Shares under this Plan prior to (i) the admission of such Shares to listing on any stock exchange or trading on any automated quotation system on which Shares may then be listed or traded, or (ii) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.

ARTICLE VII
ADDITIONAL TAX PROVISION

The Company shall have the power and the right to deduct or withhold, or require a Person to remit to the Company, an amount sufficient to satisfy Federal, state and local taxes (including the Participant’s federal employment obligation under the Federal Insurance Contributions Act, or FICA) required by law (without obligation to optimize tax results for the Participant) to be withheld with respect to any grant, exercise or payment made under or as a result of the Plan. In this regard, where any Person is entitled to receive Shares, the Company shall have the right to require such Person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the minimum amount required to be withheld.

ARTICLE VIII
AMENDMENT AND TERMINATION

Section 8.1 Termination

The Board may suspend or terminate this Plan in whole or in part at any time prior to the tenth anniversary of the Effective Date by giving written notice of such suspension or termination to the Committee. Unless sooner terminated, this Plan shall terminate automatically on the tenth anniversary of the Effective Date. In the event of any suspension or termination of the Plan, all Awards previously granted under this Plan that are outstanding on the date of such suspension or termination of the Plan shall remain outstanding and exercisable for the period and on the terms and conditions set forth in the Award Agreements evidencing such Awards.

Section 8.2 Amendment.

The Board may amend or revise this Plan in whole or in part at any time; provided, however , that, to the extent required to comply with Section 162(m) of the Code or the corporate governance standards imposed under the listing or trading requirements imposed by any National Exchange or automated quotation system on which the Company lists or seeks to list or trade Shares, no such amendment or revision shall be effective if it amends a material term of this Plan unless approved by the holders of a majority of the votes cast on a proposal to approve such amendment or revision. No amendment to this Plan shall, without the Participant’s consent, reduce or diminish the value of any outstanding Award determined as if the Award had been exercised, vested or otherwise settled on the date of such amendment (the per share value of an Option for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the exercise or base price of such Award), unless otherwise stated in the terms of the applicable Award Agreement or necessary to comply with a regulatory requirement.

Section 8.3 Adjustments in the Event of Business Reorganization.

In the event any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution, or other similar corporate transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under this Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of:

(a) the number and kind of securities deemed to be available thereafter for grants of Awards in the aggregate to all Participants;

(b) the number and kind of securities that may be delivered or deliverable in respect of outstanding Awards; and

In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including, without limitation, cancellation of Awards in exchange for the in-the-money value, if any, of the vested portion thereof, or substitution of Awards using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any Affiliate or the financial statements of the Company or any Affiliate, or in response to changes in applicable laws, regulations, or accounting principles.

ARTICLE IX
MISCELLANEOUS

Section 9.1 Status as an Employee Benefit Plan

This Plan is not intended to satisfy the requirements for qualification under Section 401(a) of the Code or to satisfy the definitional requirements for an "employee benefit plan" under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. It is intended to be a non-qualified incentive compensation program that is exempt from the regulatory requirements of the Employee Retirement Income Security Act of 1974, as amended. This Plan shall be construed and administered so as to effectuate this intent.

Section 9.2 No Right to Continued Service.

Neither the establishment of this Plan nor any provisions of this Plan nor any action of the Board or Committee with respect to this Plan shall be held or construed to confer upon any Participant any right to a continuation of his or her position as a Director or an Employee. The Company reserves the right to remove any participating member of the Board or dismiss any Participant or otherwise deal with any Participant to the same extent as though this Plan had not been adopted.

Section 9.3 Construction of Language.

Whenever appropriate in this Plan, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to an Article or Section number shall refer to an Article or Section of this Plan unless otherwise indicated.

Section 9.4 Severability.

In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

Section 9.5 Governing Law.

This Plan shall be construed, administered and enforced according to the laws of the State of Washington without giving effect to the conflict of laws principles thereof. The federal and state courts located in the County or contiguous counties in which the Company’s headquarters are located shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any Award granted under this Plan, the Participant, and any other person claiming any rights under the Plan, agrees to submit himself or herself, and any such legal action as he or she shall bring under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.

Section 9.6 Headings.

The headings of Articles and Sections are included solely for convenience of reference. If there is any conflict between such headings and the text of this Plan, the text shall control.

Section 9.7 Non-Alienation of Benefits.

The right to receive a benefit under this Plan shall not be subject in any manner to anticipation, alienation or assignment, nor shall such right be liable for or subject to debts, contracts, liabilities, engagements or torts.

Section 9.8 Notices.

Any communication required or permitted to be given under this Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or three days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party:

(a) If to the Committee:

First Northwest Bancorp

105 West 8 ^th Street

Port Angeles, Washington 98362
Attention: Corporate Secretary

(b) If to a Participant, to such person’s address as shown in the Company’s records.

Section 9.9 Approval of Shareholders.

This Plan shall be subject to approval by the Company’s shareholders within twelve months after the date the Board adopts the Plan.

Section 9.10 Clawback.

All Awards (whether vested or unvested) shall be subject to such clawback (recovery) as may be required to be made pursuant to law, rule, regulation or stock exchange listing requirement or any policy of the Company adopted pursuant to any such law, rule, regulation or stock exchange listing requirement.

Section 9.11 Compliance with Section 409A.

It is intended that the payments and benefits provided under this Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A. This Plan and all Award Agreements shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under this Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than in their individual capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award. With respect to any amount payable under an Award that constitutes a deferral of compensation within the meaning of Section 409A, the Plan is intended to comply with Section 409A, and the Plan shall be administered, construed and interpreted in accordance with such intent. To the extent that an Award or the payment, settlement or deferral thereunder is subject to Section 409A, the Award shall be granted, paid, settled or deferred in a manner that will comply with Section 409A, except as otherwise determined by the Committee. In the case of amounts not intended to be deferrals of compensation subject to Section 409A, payment or settlement of amounts under such Awards shall occur not later than March 15 of the year following the year in which the Participant has a legally-binding right to payment or settlement (or such later time as permitted under Section 409A that does not cause the amount to be considered a deferral of compensation for purposes of Section 409A, or at such other time that complies with Section 409A). In the case of amounts intended to be deferrals of compensation subject to Section 409A, if the amount is subject to a deferral election by the Participant, the initial deferral election shall be made and become irrevocable no later than December 31 of the year immediately preceding the year in which the Participant first performs services related to such compensation, provided that the timing of such initial deferral election may be later as provided in Section 409A with respect to initial participation in the Plan and for “performance-based compensation” as defined under Section 409A. If an amount that is subject to Section 409A becomes payable under an Award as a result of the Participant's “separation from service” (as defined under Section 409A) other than due to death, and the Participant is a “specified employee” (as defined under Section 409A), then payment of such amount shall not occur until six (6) months and a day after the date of Participant’s “separation from service” except as permitted under Section 409A.

Exhibit 10.3

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is entered into this 22nd day of February, 2019, by and between First Northwest Bancorp (the "Company") and its wholly owned subsidiary, First Federal Savings and Loan Association of Port Angeles ("First Federal"), and Laurence J. Hueth (the "Employee") and is effective as of February 22, 2019 (the "Effective Date").

RECITALS

A. First Federal desires to employ the Employee, and the Employee desires to be employed by First Federal.

B. It is anticipated that the Employee will make a major contribution to the success of the Company and First Federal in the position of President of First Federal and Chief Executive Officer of the Company.

C. The board of directors of the Company and the board of directors of First Federal (collectively, the "Board of Directors," and separately the "Company Board of Directors" and the "First Federal Board of Directors," respectively) recognize the possibility of a Change in Control (as defined in Section 3(e) below) of the Company or First Federal and that this possibility, along with the uncertainty and questions that may arise among management, may result in the departure or distraction of key management to the detriment of the Company, First Federal, and their respective shareholders.

D. The Board of Directors believes that it is in the best interests of the Company and First Federal to enter into this Agreement with the Employee in order to ensure high-quality management of the Company, First Federal, and their subsidiaries.

The parties therefore agree as follows:

1. Term . The term ("Term") of this Agreement is three years beginning on the Effective Date, unless terminated earlier in accordance with Section 3. Beginning on the first anniversary of the Effective Date, and on each anniversary thereafter, the Term will be extended for one year in addition to the then-remaining Term, as long as: (a) neither the Employee nor the Company or First Federal has given notice to the other in writing at least 90 days before the anniversary that the Term will not be extended further; and (b) before the anniversary, the Board of Directors or a committee that has been delegated authority to act on such matters by the Board of Directors (the "Committee") explicitly reviews and approves the extension. "Term" refers to both the initial Term and extended terms.

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Exhibit 10.3

2. Terms of Employment .

(a) Position and Duties .

(i) The Employee will serve as President of First Federal and Chief Executive Officer of the Company, with the duties and responsibilities that are customarily assigned to such positions, and will have other powers and duties as prescribed by the Board of Directors from time to time. The Employee will also render services to any subsidiary or subsidiaries of the Company or First Federal as requested by the Board of Directors from time to time consistent with the Employee's executive position. The Employee will report to the Board of Directors and be subject to and must abide by each of the personnel policies applicable to senior executives and employees of the Company and of First Federal.

(ii) While employed by First Federal, but excluding any periods of vacation and sick leave to which the Employee is entitled under this Agreement, the Employee will be employed on a full-time basis and agrees to devote the time necessary to discharge the responsibilities assigned to the Employee and to use the Employee's reasonable best efforts to perform these responsibilities faithfully and efficiently. The Employee may (A) with the prior written approval of the chair of the Board of Directors (which will not be unreasonably withheld), serve on corporate, civic, or charitable boards or committees, and (B) manage personal investments, so long as these activities do not interfere with the performance of the Employee's responsibilities to the Company and First Federal and the Employee's compliance with this Agreement, including but not limited to Sections 8 and 9, or give rise to violations of applicable securities laws.

(b) Compensation .

(i) Annual Base Salary . Beginning on the Effective Date, the Employee will receive an annual base salary (the "Annual Base Salary") at a rate of $288,907.00, payable in accordance with the First Federal's normal payroll policies. The Annual Base Salary will be reviewed and adjusted from time to time to reflect amounts approved by the Board of Directors or the Committee. Performance and salary reviews will occur at least annually in accordance with First Federal's normal performance-review policies and practices for executives.

(ii) Incentives and Bonuses . The Employee will be eligible for incentive opportunities as a percentage of the Employee's Annual Base Salary and as authorized and declared by the Board of Directors or the Committee for executive officers. Incentive payments provided for under this Agreement must be paid no later than 75 days after the end of the year in which the Employee obtains a legally binding right to those payments (or another time that still qualifies the payment as a "short-term deferral" under Internal Revenue Code (the "Code") Section 409A (hereinafter, "Section 409A"). The Employee will also be entitled to participate in an equitable manner with all other executive officers of First Federal in any performance-based and discretionary

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Exhibit 10.3

bonuses that are authorized and declared by the Board of Directors or the Committee for executive officers.

(iii) Vacation and Sick Leave . The Employee is entitled to (A) annual paid vacation in accordance with the policies established by the Board of Directors or the Committee for executive officers, and (B) voluntary leaves of absence, with or without pay, from time to time at the times and upon the conditions as the Board of Directors or the Committee may determine in its discretion. Employee will be paid for all accrued unused vacation upon termination of employment. In addition, the Employee is entitled to seven days of annual sick leave. Unused sick leave may be accumulated until retirement or separation (without limitation). After completing five full years of service, the Employee will be paid for one-half of the unused sick leave, not to exceed 240 hours, upon termination of employment. The Employee will not receive any additional compensation from First Federal for unused sick leave, except to the extent authorized by the Board of Directors or the Committee in writing. Payments of accrued vacation pay or unused sick leave as soon as reasonably and administratively practicable and as required by applicable law following the Employee's Date of Termination.

(iv) Other Employee Benefit Plans . While employed by First Federal, the Employee will be eligible for participation in all benefits under all plans, practices, policies, and programs provided by First Federal on terms that are no less favorable than those generally applicable or made available to other executives of the First Federal. The Employee will be eligible for participation in fringe benefits and perquisite plans, practices, policies and programs (including without limitation expense reimbursement plans, practices, policies, and programs) on a basis that is no less favorable than those generally applicable or made available to First Federal's other executive officers, including but not limited to supplemental retirement, deferred compensation program, supplemental medical or life insurance plans, company cars, club dues, physical examinations, and financial planning and tax preparation services, in accordance with the terms and conditions of any applicable plan, program, or policy.

3. Termination of Employment .

(a) Voluntary Termination . The Employee's employment may be voluntarily terminated by the Employee at any time upon at least 90 days' written notice to the Company and First Federal or a shorter period as agreed on between the Employee and the Board of Directors. In the event of such a voluntary termination, the Company and First Federal are jointly obligated to continue to pay to the Employee the Annual Base Salary and provide benefits under this Agreement only through the Date of Termination, at the time those payments are due, and will have no further obligation to the Employee under this Agreement.

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Exhibit 10.3

(b) Good Reason . The Employee's employment may be terminated by the Employee with or without Good Reason. For purposes of this Agreement, "Good Reason" means, in the absence of the Employee's written consent, any of the following:

(i) A material diminution in the Employee's base compensation;

(ii) A material diminution in the Employee's authority, duties, or responsibilities; or

(iii) A material change in the geographic location at which the Employee must perform services of more than 35 miles.

If any of the foregoing circumstances arise, the Employee must provide notice to the Company and First Federal of the existence of a condition described above within 90 days of the initial existence of the condition upon the notice of which the Company and First Federal must be given at least 30 days to remedy the condition. If the condition is not remedied within those 30 days, and the Employee voluntarily terminates (other than due to Disability, as defined in Section 3(g) below) his employment within 60 days after that 30-day period, then the termination will be deemed to have been for Good Reason.

(c) Cause . First Federal may terminate the Employee's employment either with or without Cause (as defined below). The Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board of Directors duly called and held for such purpose, stating that in the good faith opinion of the Board of Directors the Employee has engaged in conduct described herein and specifying the particulars thereof in detail. In the event of termination of employment for Cause, the Company and First Federal must jointly pay to the Employee the Annual Base Salary and provide benefits under this Agreement only through the Date of Termination, and will have no further obligation to the Employee under this Agreement. For purposes of this Agreement, "Cause" means:

(i) embezzlement, willful misconduct, gross negligence, dishonesty, or other fraudulent acts involving First Federal or the Company or First Federal and the Company's business operations or in the performance of the Employee's duties under this Agreement, including but not limited to the Employee's refusal to comply with legal directives of the Board of Directors;

(ii) a material breach of the Employee's fiduciary duties to the Company or First Federal if the breach has not been remedied or is not being remedied to the Company's and First Federal's reasonable satisfaction within 30 days after written notice, including a detailed description of the breach, has been delivered to the Employee;

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Exhibit 10.3

(iii) willful material breach of Section 9 of this Agreement or a confidentiality policy of the Company or First Federal;

(iv) an order or directive from a state or federal banking regulatory agency requesting or requiring either temporary or permanent removal of the Employee or a finding by such an agency that the Employee's performance threatens the safety or soundness of the Company, First Federal, or any of their subsidiaries;

(v) an act or omission that materially injures the Company's or First Federal's reputation, business affairs, or financial condition, if that injury could have been reasonably avoided by the Employee, including but not limited to conviction or a plea of nolo contendere of a felony or crime involving dishonesty or moral turpitude.

(d) Qualifying Termination . A "Qualifying Termination" occurs if (i) First Federal terminates the Employee's employment for any reason other than for Cause, disability, or death, or (ii) the Employee terminates employment for Good Reason. If a Qualifying Termination occurs prior to or more than 24 months following a Change in Control (defined in paragraph (e) below) that occurs during the term of this Agreement, and contingent on receipt of an executed and unrevoked release of claims as described in Section 3(j) (the "Release"), the Company and First Federal jointly must: (A) pay a lump sum to the Employee within 7 days commencing on the effective date of the executed and unrevoked Release: (1) the Employee's Annual Base Salary at the rate in effect immediately before the Date of Termination, and (2) the pro rata portion of any incentive award or bonus earned for the year in which the Date of Termination occurs (with proration determined based on the number of months in the fiscal year in which the Employee is employed with the First Federal), the amount of which, if any, is to be determined by the First Federal Board of Directors in its sole discretion, and (B) pay to the Employee within 7 days of the effective date of the executed and unrevoked release a lump sum in the amount of $28,000.00, which is equivalent to the cost of coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") for the Employee and eligible dependents for a period of 12 months at the same level of benefits that the Employee had elected on the Date of Termination, provided the Employee and/or eligible dependents timely elect continuation coverage under COBRA within the time period prescribed pursuant to COBRA, and otherwise qualify for continued coverage . A Qualifying Termination does not include termination for Cause, termination because of death or disability under Sections 3(f) and 3(g) of this Agreement, voluntary termination, or retirement.

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Exhibit 10.3

shall not have the right to designate the taxable year in which the payment will be made) and (ii) pay to the Employee as soon as reasonably and administratively practicable after the effective date of the executed and unrevoked release a lump sum in the amount of $28,000.00, which is equivalent to the cost of coverage under COBRA for the Employee and eligible dependents for a period of 12 months at the same level of benefits that the Employee had elected on the Date of Termination, provided the Employee and/or eligible dependents timely elect continuation coverage under COBRA within the time period prescribed pursuant to COBRA, and otherwise qualify for continued coverage .

(i) Payments of accrued vacation pay or unused sick leave and as required by applicable law following the Employee's Date of Termination.

"Change in Control" means a change in the ownership or effective control of the Company or First Federal or a change in the ownership of a substantial portion of the assets of the Company or First Federal, as defined in Treasury Regulation § 1.409A-3(i)(5) or in subsequent regulations or other guidance issued by the Internal Revenue Service. For purposes of illustration, a Change in Control generally occurs on the date that:

(ii) Any one person, or more than one person acting as a group, acquires ownership of the Company's stock or First Federal's stock that, together with stock already held by the person or group, constitutes more than 50 percent of the total fair market value or total voting power of the Company's stock or First Federal's stock;

(iii) Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition), ownership of Company stock or First Federal stock that constitutes 35 percent or more of the total voting power of the Company's stock or First Federal's stock;

(iv) A majority of members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the appointment or election; or

(v) Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition), assets from the Company or First Federal that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the Company's assets or First Federal's assets immediately before the acquisition.

(f) Death . If the Employee dies while employed under this Agreement and before any termination of employment, the Company and First Federal jointly must pay to the Employee's

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Exhibit 10.3

estate, or to the person whom the Employee may have previously designated in writing, the Annual Base Salary that was not previously paid to the Employee that the Employee would have earned if the Employee had continued to be employed under this Agreement through the last day of the calendar month in which the Employee died, together with the benefits provided below through such date.

(g) Disability . If the Company determines in good faith that the Disability of the Executive has occurred while the Executive is employed by the Company (pursuant to the definition of Disability set forth below), it may provide the Executive with written notice in accordance with Section 3(h) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"); provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 90 consecutive days, or a total of 180 days in any 12-month period, as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

(h) Notice of Termination . Any termination by First Federal for Cause, or by the Employee for Good Reason, must be communicated by notice of termination to the other party given in accordance with Section 11(a) of this Agreement.

(i) Date of Termination . "Date of Termination" means (i) if the Employee's employment is terminated by the First Federal for a reason other than disability or death, the date that First Federal provides the notice of the termination of the Employee's employment with First Federal or any later date specified by the notice within 30 days of the notice, as the case may be, (ii) if the Employee's employment is terminated by the Employee without Good Reason, 90 days' after the employee provides written notice to the Company and First Federal or a shorter period as agreed on between the Employee and the Board of Directors, as the case may be, (iii) if the Employee's employment is terminated by the Employee with Good Reason, the date that the Employee provides the notice of termination of Employee's employment with First Federal, or (iv) if the Employee's employment is terminated by reason of death or disability, the date of death of the Employee or the Disability Effective Date, as the case may be.

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Exhibit 10.3

indirectly, result in the Employee's designating the calendar year of payment. To the extent required by Section 409A, if a payment that is subject to execution of the release could be made in more than one taxable year, payment must be made in the later taxable year, as promptly as practicable following the later of (i) the execution of the release and (ii) the first business day of the later taxable year.

4. Full Settlement . The Company's and First Federal's obligations and otherwise performance under this Agreement will not be affected by any setoff, counterclaim, recoupment, defense, or other claim, right, or action that the Company or First Federal may have against the Employee or others. The Employee is not obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement, and those amounts may not be reduced whether or not the Employee obtains other employment.

5. Section 280G . If any payments or benefits otherwise payable to the Employee (a) constitute "parachute payments" within the meaning of Section 280G of the Code, and (b) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then those payments and benefits must be either (i) delivered in full, or (ii) delivered to a lesser extent only if no portion of the payments and benefits would be subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the Employee's receiving on an after-tax basis, the greatest amount of benefits. Any reduction in payments or benefits required by this provision is to occur in the following order: (A) reduction of cash payments that are exempt from Section 409A; (B) reduction of vesting acceleration of equity awards; and (C) reduction of other benefits paid or provided to the Employee. If acceleration of vesting of equity awards is to be reduced, the acceleration of vesting is to be canceled in a manner that results in the maximum economic benefit to the Employee subject to compliance with Section 409A.

6. Successors .

(a) This Agreement is personal to the Employee, who may not assign it and without the Company's and First Federal's written consent. This Agreement will inure to the benefit of and be enforceable by the Employee's legal representatives, heirs, or legatees.

(b) This Agreement will inure to the benefit of and be binding on the Company and First Federal and its successors and assigns.

(c) The Company and First Federal must require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company and First Federal to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company and First Federal would be required to perform it if the succession had not taken place.

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Exhibit 10.3

7. Governing Law; Arbitration . This Agreement is made with reference to and is intended to be construed in accordance with the laws of the state of Washington. Any dispute or controversy arising under or in connection with this Agreement must be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. Notwithstanding the foregoing, the Company, First Federal, or both may resort to the Superior Court of Clallam County, Washington, for injunctive and other relief as available if the Employee engages in conduct after termination of this Agreement that amounts to a violation of Sections 8 and 9 hereof or violation of the Washington Trade Secrets Act or amounts to unlawful interference with the business expectancies of the Company or First Federal.

8. Restrictive Covenants .

(a) Noncompetition . The Employee agrees that, during the Employee's employment with First Federal, and for a period of one year thereafter (collectively, the "Noncompetition Period"), the Employee will not directly or indirectly become interested in, as a "founder," organizer, principal shareholder, director, officer, or employee of or consultant to any bank, savings bank, savings and loan association, credit union, or similar financial institution or holding company of such an entity, now existing or organized hereafter, that competes or may compete with the Company, First Federal or any of their affiliates or subsidiaries (for purposes of this Section 8, collectively, the "Company"), including any successor, within any county in which the Company operates a full-service branch office or lending center. But the Employee will not be deemed a "principal shareholder" unless (i) the Employee's investment in such an institution exceeds one percent of the institution's outstanding voting securities or (ii) the Employee is active in the organization, management, or affairs of the institution. The provisions restricting competition by the Employee may be waived by action of the Board of Directors.

(b) Noninterference . During the Noncompetition Period, the Employee shall not directly or indirectly (i) solicit or attempt to solicit any other employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any other employee of the Company, (ii) solicit or attempt to solicit any customers or potential customer whom the Company actively solicited at any time during the 12-month period before the Employee's Date of Termination (the "Customers"), including but not limited to all successors, owners, directors, partners, and management personnel of the Customers, to cease doing business with the Company or to otherwise divert the Customers' business from the Company, or (iii) solicit or attempt to solicit any supplier, licensee, or other business associates of the Company to cease doing business with the Company.

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Exhibit 10.3

any greater than are reasonably necessary to secure the Company's and First Federal's business and goodwill; and (iii) that the degree of injury to the public from the loss of the service and skill of the Employee or the restrictions placed on the Employee's opportunity to make a living with the Employee's skills upon enforcement of the Restrictive Covenants, does not and will not warrant nonenforcement of them. If a court or any other administrative body with jurisdiction over a dispute related to this Agreement determines that the restrictive covenants set forth in this Section 8 are unreasonably broad, the parties hereby authorize and direct the court or administrative body to narrow them so as to make them reasonable, given all relevant circumstances, and to enforce them. The covenants in this Section 8 will survive termination of this Agreement.

9. Confidentiality .

(a) Nondisclosure . The Employee may not use or disclose any confidential information (as defined in paragraph (c) below) either during or following the term of this Agreement, except as required by the Employee's duties under this Agreement or as otherwise allowed under subsection (b) below. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing limits the Employee's rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. The Employee is hereby notified that the immunity provisions in 18 USC § 1833 provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade-secret that is made (i) in confidence to federal, state, or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (ii) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (iii) to the individual's attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for the lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except in response to court order.

(b) Exceptions . The Employee's nondisclosure obligation under paragraph (a) above does not apply to any use or disclosure that is:

(i) Made with the prior written consent of the Board of Directors;

(ii) Required by a court order or a subpoena from a government agency (as long as the Employee first provides the Company and First Federal with reasonable notice of the court order or subpoena in order to allow the Company and First Federal the opportunity to contest the requested disclosure); or

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Exhibit 10.3

(iii) Of confidential information that has been previously disclosed to the public by the Company or First Federal or is in the public domain (other than because of the Employee's breach of this Agreement).

(c) Confidential Information . "Confidential Information" includes any of the Company's or First Federal's (or its subsidiaries' or affiliates') trade secrets, customer or prospect lists, information regarding product development, marketing plans, sales plans, strategic plans, projected acquisitions or dispositions, management agreements, management organization information (including data and other information relating to members of the Board of Directors and management), operating policies or manuals, business plans, purchasing agreements, financial records, or other similar financial, commercial, business, or technical information of any kind that the Company or First Federal or any of their subsidiaries or affiliates has received from service providers, other vendors, or customers that these third parties have designated as confidential or proprietary.

(d) Survival . This Section 9 will survive the termination of the Employee's employment.

10. Sanctions; Remedial Actions .

(a) Cessation of Remaining Payments and Compensation; Right to Recover Previous Payments . If the Employee violates Section 8 or Section 9, any remaining payments or compensation, of any nature, due to the Employee under this Agreement will immediately cease, and the Company and First Federal may recover, at any time and in its sole discretion, all payments and other compensation (of whatever nature) paid to the Employee (or their equivalent value, in the case of insurance or other nonmonetary payments) after the violation occurred.

(b) Injunctive Relief . The Employee recognizes and agrees that any breach of the covenants set forth in Section 8 or 9 by the Employee will cause immediate and irreparable injury to the Company and First Federal, and the Employee hereby authorizes recourse by the Company and First Federal to injunction or specific performance, as well as to other legal or equitable remedies to which the Company or First Federal may be entitled. Employee agrees that the Company and First Federal need not post any bond as a condition of seeking such relief and that the prevailing party in any litigation or arbitration to enforce Section 8 or 9 will be entitled to its reasonable attorney fees.

11. Miscellaneous .

(a) All notices and other communications under this Agreement must be in writing and given by hand-delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

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Exhibit 10.3

If to the Employee: At the most recent address on file at First Federal;

If to the First Federal or the Company: 105 West 8th Street, Port Angeles, Washington 98632; or

to another address that either party furnishes to the other in writing. Notice and communications are effective when actually received by the addressee.

(b) The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement.

(c) This Agreement may be executed by scan signatures or facsimile signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts are to be construed together and constitute one and the same instrument.

(d) The Company and First Federal may withhold from any amounts payable under this Agreement the federal, state, local, or foreign taxes as required to be withheld under any applicable law or regulation.

(e) Any provision of this Agreement that by its terms continues after the expiration of this Agreement or the termination of the Employee's employment will survive in accordance with its terms.

(f) This Agreement is intended to comply with the requirements of Section 409A and its applicable regulations. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, that provision is to be read in such a manner so that all payments due under this Agreement comply with Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of payment. Each payment under this Agreement is to be treated as a separate payment for purposes of Section 409A. Anything in this Agreement to the contrary notwithstanding, if at the time of the Employee's separation from service within the meaning of Section 409A, the Employee is considered a "specified employee" within the meaning of Section 409A(a)(2)(B)(i), and if any payment that the Employee becomes entitled to under this Agreement is deferred compensation subject to interest, penalties and additional tax imposed under Section 409A(a)(2)(B)(i), then no such payment will be payable before the date that is the earlier of (i) six months and one day after the Employee's separation from service or (ii) the Employee's death. In no event will the Date of Termination be deemed to occur until the Employee experiences a "separation from service" within the meaning of Section 409A, and notwithstanding anything contained in this Agreement to the contrary, the date on which the separation from service takes place will be the Date of Termination. All reimbursements provided under this Agreement shall be provided in accordance with the requirements of Section 409A, including, when applicable, the requirement that (A) the amount of expenses eligible for reimbursement during one calendar year does not affect the amount of expenses eligible for reimbursement in any other calendar year; (B) the

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Exhibit 10.3

reimbursement of an eligible expense is made no later than the last day of the calendar year following the calendar year in which the expense is incurred; and (C) the right to any reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, the Company and First Federal make no representation or covenant to ensure that the payments and benefits under this Agreement are exempt from, or compliant with, Section 409A.

(g) Except as explicitly set forth in this Agreement, this Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, oral or written, between the parties with respect to its subject matter.

[Remainder of page left intentionally blank]

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Exhibit 10.3

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY THE PARTIES.



	FIRST NORTHWEST BANCORP By: Its:
	FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES By: Its:
	EMPLOYEE

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Exhibit 10.4

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is entered into this [___] day of [___], by and between First Northwest Bancorp (the "Company") and its wholly owned subsidiary, First Federal Savings and Loan Association of Port Angeles ("First Federal"), and [___] (the "Employee") and is effective as of [___] (the "Effective Date").

RECITALS

A. First Federal desires to employ the Employee, and the Employee desires to be employed by First Federal.

B. It is anticipated that the Employee will make a major contribution to the success of the Company and First Federal in the position of [___] of First Federal and [___] of the Company.

The parties therefore agree as follows:

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2. Terms of Employment .

(a) Position and Duties .

(i) The Employee will serve as [___] of the Company, with the duties and responsibilities that are customarily assigned to such positions, and will have other powers and duties as prescribed by the Board of Directors from time to time. The Employee will also render services to any subsidiary or subsidiaries of the Company or First Federal as requested by the Board of Directors from time to time consistent with the Employee's executive position. The Employee will report to the Board of Directors and be subject to and must abide by each of the personnel policies applicable to senior executives and employees of the Company and of First Federal.

(b) Compensation .

(i) Annual Base Salary . Beginning on the Effective Date, the Employee will receive an annual base salary (the "Annual Base Salary") at a rate of [___], payable in accordance with the First Federal's normal payroll policies. The Annual Base Salary will be reviewed and adjusted from time to time to reflect amounts approved by the Board of Directors or the Committee. Performance and salary reviews will occur at least annually in accordance with First Federal's normal performance-review policies and practices for executives.

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bonuses that are authorized and declared by the Board of Directors or the Committee for executive officers.

3. Termination of Employment .

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(i) A material diminution in the Employee's base compensation;

(ii) A material diminution in the Employee's authority, duties, or responsibilities; or

(iii) A material change in the geographic location at which the Employee must perform services of more than 35 miles.

(c) Cause . First Federal may terminate the Employee's employment either with or without Cause (as defined below). In the event of termination of employment for Cause, the Company and First Federal must jointly pay to the Employee the Annual Base Salary and provide benefits under this Agreement only through the Date of Termination, and will have no further obligation to the Employee under this Agreement. For purposes of this Agreement, "Cause" means:

(iii) willful material breach of Section 9 of this Agreement or a confidentiality policy of the Company or First Federal;

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(d) Qualifying Termination . A "Qualifying Termination" occurs if (i) First Federal terminates the Employee's employment for any reason other than for Cause, disability, or death, or (ii) the Employee terminates employment for Good Reason. If a Qualifying Termination occurs prior to or more than 24 months following a Change in Control (defined in paragraph (e) below) that occurs during the term of this Agreement, and contingent on receipt of an executed and unrevoked release of claims as described in Section 3(j) (the "Release"), the Company and First Federal jointly must: (A) pay a lump sum to the Employee within 7 days commencing on the effective date of the executed and unrevoked Release: (1) the Employee's Annual Base Salary at the rate in effect immediately before the Date of Termination, and (2) the pro rata portion of any incentive award or bonus earned for the year in which the Date of Termination occurs (with proration determined based on the number of months in the fiscal year in which the Employee is employed with the First Federal), the amount of which, if any, is to be determined by the First Federal Board of Directors in its sole discretion, and (B) pay to the Employee within 7 days of the effective date of the executed and unrevoked release a lump sum in the amount of $[___], which is equivalent to the cost of coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") for the Employee and eligible dependents for a period of 12 months at the same level of benefits that the Employee had elected on the Date of Termination, provided the Employee and/or eligible dependents timely elect continuation coverage under COBRA within the time period prescribed pursuant to COBRA, and otherwise qualify for continued coverage . A Qualifying Termination does not include termination for Cause, termination because of death or disability under Sections 3(f) and 3(g) of this Agreement, voluntary termination, or retirement.

(e) Change in Control . If the Employee experiences a Qualifying Termination within 24 months following a Change in Control, contingent on receipt of an executed and unrevoked Release, the Company and First Federal jointly must: (i) pay to the Employee, as soon as reasonably and administratively practicable after the effective date of the executed and unrevoked Release, a lump sum payment in an amount equal to 2.0 times the average of the Employee's five prior years' Annual Base Salary (if the payment period begins and ends in different taxable years, the Employee shall not have the right to designate the taxable year in which the payment will be made) and (ii) pay to the Employee as soon as reasonably and administratively practicable after the effective date of the executed and unrevoked release a lump sum in the amount of $[___], which is equivalent to the cost of coverage under COBRA for the Employee and eligible dependents for a period of 12 months at the same level of benefits that the Employee had elected on the Date of Termination, provided the Employee and/or eligible dependents timely elect continuation coverage under COBRA within the time period prescribed pursuant to COBRA, and otherwise qualify for continued coverage .

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(i) Payments of accrued vacation pay or unused sick leave and as required by applicable law following the Employee's Date of Termination.

(f) Death . If the Employee dies while employed under this Agreement and before any termination of employment, the Company and First Federal jointly must pay to the Employee's estate, or to the person whom the Employee may have previously designated in writing, the Annual Base Salary that was not previously paid to the Employee that the Employee would have earned if the Employee had continued to be employed under this Agreement through the last day of the calendar month in which the Employee died, together with the benefits provided below through such date.

(g) Disability . If the Company determines in good faith that the Disability of the Executive has occurred while the Executive is employed by the Company (pursuant to the

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definition of Disability set forth below), it may provide the Executive with written notice in accordance with Section 3(h) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"); provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 90 consecutive days, or a total of 180 days in any 12-month period, as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

(j) Release of Claims . The termination benefits described in Sections 3(d) and 3(e) of this Agreement are conditioned on the Employee's delivering to the Company and First Federal within 46 days following the Date of Termination, and not revoking, a signed release of claims in a form provided by the Company and First Federal. Notwithstanding any provision of this Agreement to the contrary, the timing of the Employee's execution of the release, directly or indirectly, result in the Employee's designating the calendar year of payment. To the extent required by Section 409A, if a payment that is subject to execution of the release could be made in more than one taxable year, payment must be made in the later taxable year, as promptly as practicable following the later of (i) the execution of the release and (ii) the first business day of the later taxable year.

4. Full Settlement . The Company's and First Federal's obligations and otherwise performance under this Agreement will not be affected by any setoff, counterclaim,

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recoupment, defense, or other claim, right, or action that the Company or First Federal may have against the Employee or others. The Employee is not obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement, and those amounts may not be reduced whether or not the Employee obtains other employment.

6. Successors .

(b) This Agreement will inure to the benefit of and be binding on the Company and First Federal and its successors and assigns.

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of the Washington Trade Secrets Act or amounts to unlawful interference with the business expectancies of the Company or First Federal.

8. Restrictive Covenants .

(c) Interpretation . The parties agree that the terms of paragraphs (a) and (b) of this Section 8 (collectively, the "Restrictive Covenants," are reasonable as to both time and scope. The parties additionally agree (i) that the Restrictive Covenants are necessary for the protection of the Company's and First Federal's business and goodwill; (ii) that the Restrictive Covenants are not any greater than are reasonably necessary to secure the Company's and First Federal's business and goodwill; and (iii) that the degree of injury to the public from the loss of the service and skill of the Employee or the restrictions placed on the Employee's opportunity to make a living with the Employee's skills upon enforcement of the Restrictive Covenants, does not and will not warrant nonenforcement of them. If a court or any other administrative body with jurisdiction over a dispute related to this Agreement determines that the restrictive covenants set forth in this Section 8 are unreasonably broad, the parties hereby authorize and direct the court or administrative body to

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narrow them so as to make them reasonable, given all relevant circumstances, and to enforce them. The covenants in this Section 8 will survive termination of this Agreement.

9. Confidentiality .

(b) Exceptions . The Employee's nondisclosure obligation under paragraph (a) above does not apply to any use or disclosure that is:

(i) Made with the prior written consent of the Board of Directors;

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records, or other similar financial, commercial, business, or technical information of any kind that the Company or First Federal or any of their subsidiaries or affiliates has received from service providers, other vendors, or customers that these third parties have designated as confidential or proprietary.

(d) Survival . This Section 9 will survive the termination of the Employee's employment.

10. Sanctions; Remedial Actions .

11. Miscellaneous .

If to the Employee: At the most recent address on file at First Federal;

If to the First Federal or the Company: 105 West 8th Street, Port Angeles, Washington 98632; or

to another address that either party furnishes to the other in writing. Notice and communications are effective when actually received by the addressee.

(b) The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement.

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(e) Any provision of this Agreement that by its terms continues after the expiration of this Agreement or the termination of the Employee's employment will survive in accordance with its terms.

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[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY THE PARTIES.



	FIRST NORTHWEST BANCORP By: Its:
	FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PORT ANGELES By: Its:
	EMPLOYEE

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Exhibit 10.5

FIRST FEDERAL

FISCAL 2018 CASH INCENTIVE PLAN

Adopted 8/25/2015

Fiscal 2018 Cash Incentive Plan First Federal

OBJECTIVES

The objectives of the First Federal (the “Bank”) Fiscal 2018 Cash Incentive Plan (the “Plan”) are to reward and incent designated executives for their contributions to the performance and success of the Bank. The Plan seeks to reward financial performance which the Bank Board of Directors and the Compensation Committee (the “Committee”) determine to be critical to the Bank’s growth and profitability. This document provides an overview of the elements and features of the Plan. The document operates in conjunction with the Plan participation agreement that is entered into by each employee who is designated for participation in the Plan.

The key objectives for the Plan are as follows:


•	Communicate expectations in terms of the Bank’s business goals and results;


•	Recognize and reward achievement of the Bank’s short-term performance objectives;


•	Motivate and reward high performance;


•	Attract and retain talent needed for the Bank’s success;


•	Encourage teamwork and collaboration; and


•	Ensure incentives are appropriately risk-balanced (i.e., do not unintentionally motivate inappropriate risk taking).

PLAN YEAR

The Plan Year will correspond with the Bank’s fiscal year, January 1, 2018 to December 31, 2018.

ELIGIBILITY/PARTICIPATION

Eligibility - Eligibility for participation in the Plan will include senior management and key executives who impact organization-wide results. Actual participation will be based upon determinations made by the Committee, which will consider among other matters input from the Chief Executive Officer. To participate in the Plan, the employee must meet the following requirements:


•	Employees hired before October 1 ^st will receive a pro-rata award based on the number of full months employed during the Plan Year.


•	Employees hired after September 30 ^th must wait until the following Plan Year to participate.

•

Any designated employee must enter into a Plan participation agreement that specifies, with respect to the employee, and for the Plan Year, the annual incentive targets, applicable weightings between corporate and team performance, the performance goals, the corporate performance weightings, the applicable team performance weightings, and such other provisions that the Committee determines to be necessary or appropriate.

Adopted 8/25/2015

Fiscal 2018 Cash Incentive Plan First Federal

2018 PLAN YEAR INCENTIVE AWARD OPPORTUNITY

Each participant is assigned a target award level, expressed as a percentage of “Eligible Earnings” (as defined in the “PAYOUTS” section below – generally base salary determined prior to pretax deferrals), and range that defines their incentive opportunity. Actual awards will be allocated based on specific performance goals defined for each participant and will range from 0% to 150% of the participant’s target incentive opportunity. Performance goals will be determined at “target”, “threshold” and “stretch” levels, where “target” represents the expected level of achievement, “threshold” represents the minimum level of performance for which a payment may be made, and “stretch” represents outstanding performance resulting in a maximum level of payment.

Awards may be determined based on a weighted combination of corporate and team performance.

2018 PLAN YEAR CORPORATE PERFORMANCE MEASURES

For the 2018 Plan Year, the Committee has approved the following corporate performance measures based upon the consolidated performance of First Northwest Bancorp (FNWB):


•	Return on Average Assets (“ROAA”), which is defined as Plan Year net income divided by annual average total assets.


•	Growth in Total Loans, which is defined as net loans at 12/31/2018 less net loans at 12/31/2017, divided by net loans at 12/31/2017.


•	Growth in Total Deposits, which is defined as total deposits at 12/31/2018 less total deposits at 12/31/2018, divided by total deposits at 12/31/2017


•	Non-Performing Assets (“NPAs”) / Assets, which is defined as nonperforming assets (excluding restructured loans and impaired securities) as of 12/31/2018, divided by total assets at 12/31/2018.


•	Operating Expenses / Average Assets, which is defined as total noninterest expense divided by annual average total assets.

Financial performance determination for the corporate performance measures will be made at the holding company level. Failure to reach threshold performance for ROAA and any other corporate performance measure (two of five) levels will result in no payment under this Plan.

Each participant’s corporate performance goals and weightings will be set forth in his or her participation agreement. Each participant’s team performance measures, goals, and weightings, if any, also will be set forth in his or her participation agreement.

PAYOUTS

Payouts will be made in a cash lump sum. In order to receive payment, a participant must be employed on the date the payment is processed. Payment of earned incentives under the Plan, if any, will occur no later than the 75 ^th day following the end of the Plan Year. Incentive awards will be considered taxable income, unless the participant elects to defer payments into the 401(k) or deferred compensation plans.

Adopted 8/25/2015

Fiscal 2018 Cash Incentive Plan First Federal

Each participant’s payout is calculated on Eligible Earnings. Eligible Earnings reflect the annualized base salary as of the end of the Plan Year determined prior to any pretax deferrals. The actual incentive calculation is then based on each participant’s performance goals as outlined in the participant’s participation agreement. Actual payouts for each performance goal will be pro-rated between target and stretch levels to reward incremental improvement.

Performance of each specific goal is calculated independently to determine the payout for the goal. The sum of the awards for each of the performance goals determines the total incentive award. Performance that meets Threshold but is below Target will be paid at the Threshold rate. Performance that meets Target will be paid at Target rate. Performance exceeding Target to just below Stretch will be determined using straight line interpolation. Performance meeting or exceeding Stretch will be paid at the Stretch rate.

COMMITTEE DISCRETION

The Committee reserves the right to apply positive or negative discretion to the payments as needed to reflect the business environment and market conditions that may affect First Northwest Bancorp’s financial and stock price performance. The Committee also reserves the right to amend, modify and adjust payouts as necessary, including but not limited to complying with any statutory or regulatory requirements. However, no change may be made regarding when or how the payments are made, if such change would violate any Federal or state law or regulation, specifically including Section 409A of the Internal Revenue Code.

GENERAL TERMS AND CONDITIONS

This section provides a general overview of the major terms and conditions of the Plan. These provisions are subject to change and do not constitute a binding agreement.

Effective Date

The Plan will become effective on the date it is approved by the Committee. The Plan will be reviewed annually by the Committee, with input from the Bank’s executive management, to ensure proper alignment with the Bank’s business objectives.

Plan Administration

The Plan is authorized by the Bank Board of Directors and administered by the Committee. The Committee has the sole authority to interpret the Plan and all participation agreements and to make or nullify any rules and procedures, as necessary, for proper administration. Any determination by the Committee will be final and binding on all participants.

Program Changes or Discontinuance

The Bank has developed the Plan on the basis of existing business, market and economic conditions; current services; and staff assignments. If substantial changes occur that affect these conditions, services, assignments, or forecasts, the Bank may add to, amend, modify or discontinue any of the terms or conditions of the Plan or any participation agreement at any time.

The Committee may, at its sole discretion, waive, change or amend any of the Plan or participation agreement provisions as it deems appropriate.

Adopted 8/25/2015

Fiscal 2018 Cash Incentive Plan First Federal

Program Funding

Plan payouts are made solely from the Bank’s general assets. The Plan is funded and accrued based on holding company performance results for a given year. Achieving higher levels of performance will increase the Plan payouts to participants. Similarly, achieving less than target performance will reduce the Plan payouts.

Any rights accruing to a participant or his/her beneficiary under the Plan shall be solely those of an unsecured general creditor of the Bank. Nothing contained in the Plan, and no action taken pursuant to the provisions hereof, will create or be construed to create a trust of any kind, or a pledge, or a fiduciary relationship between the Bank or the Committee and the participant or any other person. Nothing herein will be construed to require the Bank to maintain any fund or to segregate any amount for a participant’s benefit.

New Hires, Reduced Work Schedules, Promotions, Transfers, Performance

Participants who are not employed by the Bank at the beginning of the Plan Year will receive a pro rata incentive award based on their length of employment during a given year. Employees hired after March 31 ^st will not be eligible to participate until the next Plan Year.

If a participant changes his/her role or is promoted during the Plan Year, he/she will be eligible for the new role’s target incentive award opportunity on a pro rata basis (i.e., the award will be prorated based on the number of full months employed in the respective positions). In the event of an approved leave of absence, the award opportunity level for the year will be adjusted to reflect the time in active status. For example, a participant on leave status for 13 weeks during a Plan Year will have his or her calculated award reduced by one-fourth (13 weeks/52 weeks) to reflect the period of leave. The manner of adjustment shall be determined solely by the Committee.

If an employee is on a performance improvement plan or other performance related disciplinary action, the Bank may, at its discretion, choose to reduce or pay no incentive to a participant. The employee must also have received a total comprehensive performance score of 2.0 or greater in the most recent evaluation period to be eligible for an incentive payout.

Clawback

The Plan will be subject to the Bank’s clawback policy, as it may be modified from time to time.

In the event that the Bank or FNWB is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Bank will recover incentive compensation awarded to current or former executive officers (during the preceding three years) to the extent the original awards exceeded the amounts that would have been paid under the restated results. By accepting participation in this Plan, the employee agrees to be bound by this repayment requirement, and such repayment shall be fully made within 60 days of when requested by the Bank.

Death or Disability

In the event of a participant’s death during active service or termination due to disability, then to the extent it is determined by the Committee following the end of the Plan Year that the performance goals have been attained, the participant shall be entitled to a full payment based on the actual achievement of performance goals during the entire performance period. Payment under these

Adopted 8/25/2015

Fiscal 2018 Cash Incentive Plan First Federal

circumstances, if any, shall be made at the time payments are made to participants who did not terminate service during the Plan Year.

Interpretation

If there is any ambiguity as to the meaning of any terms or provisions of this Plan or any questions as to the correct interpretation of any information contained therein, the Bank’s interpretation expressed by the Committee will be final and binding.

Miscellaneous

The Plan will not be deemed to give any participant the right to be retained as an employee of the Bank, nor will the Plan interfere with the right of the Bank to discharge any participant at any time.

In the absence of an authorized, written employment contract, the relationship between employees and the Bank is one of at-will employment. The Plan does not alter the relationship.

This Plan and the transactions and payments hereunder shall, in all respect, be governed by, and construed and enforced in accordance with the laws of the State of Washington and where applicable Federal law.

Each provision in this Plan and any participation agreement is severable, and if any provision is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.

Adopted 8/25/2015

Exhibit 10.6

FIRST FEDERAL FISCAL 2018 CASH INCENTIVE PLAN

PARTICIPATION AGREEMENT

Participant Name: ______________________ Agreement Date: _______________

Participant Position: ______________________

This participation agreement (“Agreement”) is between First Federal Savings and Loan Association of Port Angeles (“First Federal”) and the above-named Participant, pursuant to the First Federal Fiscal 2018 Cash Incentive Plan (the “Plan”), which is incorporated herein by reference. This Agreement sets forth the annual incentive targets, applicable weightings between corporate and team performance, corporate performance goals, corporate performance weightings, applicable team performance measures, goals and weightings, to determine the Participant’s cash incentive award under the Plan for the 12-month period beginning January 1, 2018 and ending December 31, 2018 (the “2018 Plan Year”):


1.	2018 Plan Year Annual Incentive Targets . For the 2018 Plan Year, the Annual Incentive Target applicable to the Participant are as follows:



2018 Annual Incentive Target
Position	Below Threshold	Threshold (50%)	Target (100%)	Stretch (150%)
	%	%	%	%


2.	2018 Plan Year Weighting of Corporate and Team Performance . For the 2018 Plan Year, the weighting of corporate and team performance measures applicable to the Participant are as follows:



Position	Corporate	Team
	%	%


3.	Corporate Performance Goals : For the 2018 Plan Year, the corporate performance goals are as follows:



2018 Performance Goals
	Threshold	Target	Stretch
ROAA (%)	%	%	%
Growth in Net Loans (%)	%	%	%
Growth in Total Deposits	%	%	%
NPAs/Assets (%)	%	%	%
Operating Expenses/Avg. Assets (%)	%	%	%


4.	Corporate Performance Weightings : For the 2018 Plan Year, the corporate performance weightings applicable to the Participant are as follows:



2018 Corporate Performance Weightings
Position	ROAA	Loan Growth	Deposit Growth	NPAs / Assets	Op. Exp. / Assets
	%	%	%	%	%


5.	Team Performance Measures : For the 2018 Plan Year, the following team performance measures are applicable to the Participant, based on the balance sheet categories produced in accordance with generally accepted accounting principles (with loans net of deferred fees and costs and purchased loan premiums and discounts):

[List as applicable for the position]


6.	Team Performance Goals : For the 2018 Plan Year, the team performance goals applicable to the Participant are as follows:



2018 Team Performance Goals				Performance Weighting
	Threshold	Target	Stretch	Performance Weighting
Position

Plan and Committee Decisions are Controlling . This Agreement and the cash awards that may be payable hereunder are subject in all respects to the provisions of the Plan, which are controlling. Capitalized terms herein not defined in this Agreement shall have the meaning ascribed to them in the Plan. All decisions, determinations and interpretations by the Committee respecting the Plan and this Agreement shall be binding and conclusive upon the Participant, any beneficiary or the legal representative thereof.


8.	Participant’s Employment . Nothing in this Agreement shall limit the right of First Federal or any of its affiliates to terminate the Participant’s service or employment as a director, officer or employee, or otherwise impose upon First Federal or any of its affiliates any obligation to employ or accept the services or employment of the Participant.


9.	Participant Acceptance . The Participant shall signify acceptance of the terms and conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to First Federal.


10.	Recoupment . Any and all payments issued and/or made hereunder shall be subject to the “clawback” and recoupment provisions set forth in the Plan or required by law.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

FIRST FEDERAL

By ________________________________

Its ________________________________

PARTICIPANT

___________________________________

(Signature)

___________________________________

(Print Name)

Exhibit 21

Subsidiaries of the Registrant

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement (Form S-8, No. 333-208341 and No. 333-202305 ) of First Northwest Bancorp and Subsidiary of our reports dated March 14, 2019 , relating to the consolidated financial statements and effectiveness of internal control over financial reporting of First Northwest Bancorp and Subsidiary, appearing in this Annual Report on Form 10-K for the year ended December 31, 2018 .

/s/ Moss Adams LLP

Everett, Washington

March 14, 2019

EXHIBIT 31.1

Certification of Chief Executive Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Laurence J. Hueth, President, Chief Executive Officer and Director of First Northwest Bancorp, certify that:


1.	I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2018 , of First Northwest Bancorp;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fiscal fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions);


a.	All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	March 14, 2019	/s/Laurence J. Hueth
		Laurence J. Hueth President, Chief Executive Officer and Director (Principal Executive Officer)

EXHIBIT 31.2

Certification of Chief Financial Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Regina M. Wood, Executive Vice President and Chief Financial Officer of First Northwest Bancorp, certify that:


1.	I have reviewed this transition report on Form 10-K for the year ended December 31, 2018 , of First Northwest Bancorp;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fiscal fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions);


a.	All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	March 14, 2019	/s/ Regina M. Wood
		Regina M. Wood Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT 32

Certification of Chief Executive Officer and Chief Financial Officer of First Northwest Bancorp

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Each of the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with this Annual Report on Form 10-K, for the year ended December 31, 2018 , that:


1.	the report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


2.	the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in the report.



/s/ Laurence J. Hueth		/s/ Regina M. Wood
Laurence J. Hueth President, Chief Executive Officer, and Director (Principal Executive Officer)		Regina M. Wood Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Dated: March 14, 2019