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| Report of Independent Registered Public Accounting Firm |
To the Plan Administrator and Retirement Plan Committee of the
Timberland Bank Employee Stock Ownership & 401(k) Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Timberland Bank Employee Stock Ownership & 401(k) Plan ("the Plan") as of September 30, 2022 and 2021, and the related statement of changes in net assets available for benefits for the year ended September 30, 2022, and the related notes and schedules (collectively referred to as "the financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of September 30, 2022 and 2021, and the changes in net assets available for benefits for the year ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America ("U.S.").
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements 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 Plan 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental schedules of delinquent participant contributions and assets (held at end of year) as of and for the year ended September 30, 2022 have been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedules are the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedules are fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Delap LLP
We have served as the Plan’s auditor since 2017.
Lake Oswego, Oregon
March 29, 2023
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| Notes to Financial Statements |
| Timberland Bank Employee Stock Ownership & 401(k) Plan |
|
Note 1 - Plan Description and Basis of Presentation
The following description of the Timberland Bank Employee Stock Ownership & 401(k) Plan ("the Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan established for the benefit of eligible employees of Timberland Bank ("the Company"). The Company is the wholly-owned subsidiary of Timberland Bancorp, Inc. ("Bancorp"). The Plan is comprised of two components: a defined contribution 401(k) plan and an employee stock ownership plan ("ESOP"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and is designed to comply with Sections 401(a) and 4975(e)(7) of the Internal Revenue Code, as amended ("Code") and the regulations thereunder. The Plan is administered by Timberland Bank. LT Trust is the TPA (Third-Party Administrator) and trustee for the Plan's investments. The Plan has been amended and restated from time to time as necessary for the Plan to remain tax qualified. The Plan Administrator and the members of the Company's Retirement Plan Committee are participants in the Plan.
Voting Rights
Each participant may direct the trustee as to the voting rights attributable to allocated shares of Bancorp common stock held in the ESOP component of the Plan. Any allocated Bancorp common shares for which voting instructions are not received and Bancorp common shares held in the 401(k) component of the Plan are voted by the trustee in the same proportion as shares for which the trustee receives voting instructions.
Eligibility
The Plan covers substantially all employees of the Company or an affiliated entity (other than those excluded under the terms of the Plan) who have one year of service and are 18 years of age or older (age 21 for participation in the ESOP portion of the Plan). Generally, a year of service is credited upon the completion of at least 1,000 hours of service within a Plan year (October 1 to September 30). The Plan provides entry dates on the first day of each calendar quarter. However, employees who are at least age 18, but have not been credited with a year of service, are eligible to make 401(k) contributions as of the first day of the month after beginning employment.
Contributions and Participant Investment Options
Plan participants may make salary deferral contributions into the 401(k) component of the Plan up to the maximum permitted under the Code ($20,500 for calendar year 2022 and $19,500 for 2021). The Plan provides for both pre-tax and after-tax (Roth) 401(k) salary deferral contributions. Participants age 50 and older during the Plan year are also permitted to make elective 401(k) catch-up deferrals. For 2022 and 2021, the maximum catch-up deferral under the Code was $6,500. The Plan includes an auto-enrollment provision, whereby all newly eligible employees are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan. Automatically enrolled participants have their initial deferral rate set at 1% of their eligible compensation, and such contributions are invested in a designated balanced fund until changed by the participant. This 1% rate automatically increases to 2% in the second year of participation, 3% in the third, 4% in the fourth and 5% in the fifth and subsequent years of participation unless the employee affirmatively selects otherwise.
Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contributions plans (i.e., rollover contributions).
The Company is required to make an annual safe harbor profit sharing contribution of 3% of eligible compensation, with additional amounts contributed at the option of its Board of Directors. The Company made a safe harbor contribution to the 401(k) component of the Plan totaling $474,158 for the year ended September 30, 2022. The Company made an additional profit sharing contribution to the 401(k) component of the Plan of $470,791 for the year ended September 30, 2022. There was no ESOP contribution made by the Company for the year ended September 30, 2022.
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| Notes to Financial Statements |
| Timberland Bank Employee Stock Ownership & 401(k) Plan |
|
Participants may direct the investments of their 401(k) salary deferral contributions, Company safe harbor contributions, and Company discretionary contributions, if any, into a variety of investment choices, which are more fully described in the Plan agreement.
Participant Accounts
Each eligible participant's account is credited (charged) with the participant's salary deferral contributions and – as applicable – their proportionate allocations of (a) the Company's safe harbor contribution, (b) the Company's discretionary contribution (if any), (c) the Plan's contributions (if any), (d) the Plan's earnings (losses), (e) administrative expenses, and (f) forfeitures of terminated participants' nonvested accounts. In-plan Roth conversions are permitted.
Benefit Payments
On termination of service, a participant whose vested Plan accounts total $1,000 or less will receive a lump-sum amount equal to the value of the vested interest in his or her account. A participant whose vested Plan accounts are less than $5,000 but more than $1,000 will have their vested account distributed and transferred to an individual retirement account ("IRA") with an approved broker, unless the participant requests that this amount either be distributed directly to the participant net of tax withholding or transferred to an IRA selected by the participant. A participant whose vested Plan accounts exceed $5,000 may leave the funds in the Plan or elect to receive their vested interest in either a lump-sum distribution or a distribution over a certain period in monthly, quarterly, semiannual, or annual installments with ESOP accounts generally being limited to five years. A participant's vested Plan accounts may also be distributed upon attaining age 65, unless an election has been made to defer or accelerate the distribution of benefits. Accounts are also subject to required minimum distribution rules. Distributions from the 401(k) component of the Plan are in cash or in the form of Bancorp common stock (for the portion of the participant's account invested in Bancorp common stock, if any). Distributions from the ESOP component of the Plan are in the form of Bancorp common stock or cash as elected by the participant. Upon reaching age 59½, participants may make in-service withdrawals from all fully vested accounts, including the related earnings (losses). Hardship distributions are also allowed. Distributions from a participant's rollover account may occur at any time upon request. During the year ended September 30, 2022, the Plan distributed 25,380 shares of Bancorp common stock, valued at $690,438, and $334,853 in quarterly cash dividend payments from the ESOP component. As of September 30, 2022, there were no requested distributions still in process.
Vesting
Participants are immediately 100% vested in all 401(k) deferral contributions, rollover and safe harbor profit sharing contributions, and the actual earnings (losses) thereon. Vesting in the Company's discretionary contribution portion of accounts and the ESOP, and the actual earnings (losses) thereon, is based on years of credited service. Participants ratably vest in these accounts in accordance with the following table:
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| Years of Credited Service | Vested Interest |
| 1 | 10% |
| 2 | 20% |
| 3 | 40% |
| 4 | 60% |
| 5 | 80% |
| 6 or more | 100% |
A participant's account also becomes 100% vested upon attaining the age of 65 while actively employed or if the participant's separation from service is a result of death or disability.
Forfeitures
Forfeited balances of terminated participants' nonvested accounts are treated as discretionary contributions for the Plan year in which the forfeitures occur or may be used to pay plan expenses. Forfeiture activity for the year ended September 30, 2022 was immaterial relative to total plan assets.
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| Notes to Financial Statements |
| Timberland Bank Employee Stock Ownership & 401(k) Plan |
|
Administrative Expenses
At the Company's discretion, administrative expenses of the Plan may be paid directly by the Company, and certain other administrative expenses may be paid by the Plan. Expenses that are paid by the Company are excluded from the accompanying financial statements. In addition, certain investment related expenses are included in net appreciation (depreciation) in fair value of investments in the accompanying statement of changes in net assets available for benefits.
ESOP Component Diversification
Diversification is available to a participant who has three years or more of service with the Company so that they may have the opportunity to move part of the value of their investment in Bancorp common stock that is held under the ESOP portion of the Plan into investments that are more diversified. These participants may diversify their entire ESOP balance or any portion that they choose. The divestment may be directed into the same fund choices available for the 401(k) component of the Plan. Divestment and reinvestment may occur once a month. During the year ended September 30, 2022, there were no shares diversified out of the ESOP component of the Plan.
Plan Amendments and Termination
Although it has not expressed any intent to do so, the Company reserves the right to amend and terminate the Plan at any time, subject to the Plan's provisions. Upon termination of the Plan, the interest of each participant will be distributed to the participant or to their beneficiary at the time prescribed by the Plan terms and the Code. In the event of Plan termination, participants would become 100% vested in their accounts.
Note 2 – Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP").
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and the disclosure of contingent assets and liabilities, at the date of the financial statements. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include investments in highly liquid money market funds held in investment brokerage accounts. The Plan administrator believes that the Plan's credit risk with respect to these funds is minimal due to the financial strength of the investment brokers and the diversity of the underlying securities.
Investment Valuation and Income Recognition
The Plan's investments consist of mutual funds and Bancorp common stock, all of which are stated at fair value (see Note 5). Quoted market prices are used to value shares of Bancorp common stock. Mutual funds are valued at quoted market prices that represent the net asset value of shares held at the Plan's year-end. Fluctuations in market value are reflected as net appreciation (depreciation) in fair value of investments.
Purchases and sales of securities are recorded on the trade-date basis. Interest income is recognized when earned. Dividends are recorded on the ex-dividend date.
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| Notes to Financial Statements |
| Timberland Bank Employee Stock Ownership & 401(k) Plan |
|
The net appreciation (depreciation) in fair value of investments consists of realized gains or losses and unrealized appreciation or depreciation on those investments.
Payment of Benefits
Benefits are recorded when paid.
Note 3 – Tax Status
The Plan obtained its latest determination letter dated September 28, 2016, in which the Internal Revenue Service ("IRS") stated that the terms of the Plan and related trust satisfy the applicable tax-qualification requirements of the Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's legal counsel believe that the Plan is designed and currently being operated in compliance with the applicable requirements of the Code, and, therefore, they believe that the Plan is qualified and the related trust is tax-exempt.
GAAP requires the Plan Administrator to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of September 30, 2022, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the accompanying financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Note 4 – Risks and Uncertainties
The Plan invests in various investments which are exposed to certain risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investments, it is possible that changes in the value of investments will occur in the near-term and that such changes could materially affect participants' account balances and the amounts reported in the accompanying statements of net assets available for benefits and supplemental schedule.
Note 5 – Fair Value of Investments
GAAP defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. Fair value is the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The three levels for categorizing assets and liabilities under GAAP's fair value measurement requirements are as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity
has the ability to access at the measurement date.
Level 2: Significant observable inputs other than quoted prices included within Level 1, such as quoted prices for
similar (as opposed to identical) assets or liabilities in active markets, quoted prices for identical or similar assets
or liabilities in markets that are not active, and inputs other than quoted prices that are observable or can be
corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a company's own assumptions about the assumptions that
market participants would use in pricing an asset or liability based on the best information available in the
circumstances.
The fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The following table presents assets measured at fair value on a recurring basis as of September 30, 2022 and 2021:
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| Notes to Financial Statements |
| Timberland Bank Employee Stock Ownership & 401(k) Plan |
|
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| | | Fair Value |
| 2022 | | Level 1 | | Level 2 | | Level 3 | | Total |
| Mutual funds | | $ | 19,017,554 | | | $ | — | | | $ | — | | | $ | 19,017,554 | |
| Bancorp common stock | | 15,393,336 | | | — | | | — | | | 15,393,336 | |
| Total | | $ | 34,410,890 | | | $ | — | | | $ | — | | | $ | 34,410,890 | |
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| 2021 | | | | | | | | |
| Mutual funds | | $ | 22,174,305 | | | $ | — | | | $ | — | | | $ | 22,174,305 | |
| Bancorp common stock | | 16,786,045 | | | — | | | — | | | 16,786,045 | |
| Total | | $ | 38,960,350 | | | $ | — | | | $ | — | | | $ | 38,960,350 | |
The Plan's policy is to recognize transfers between levels at the end of the reporting period. For the years ended September 30, 2022 and 2021, there were no transfers between levels.
Note 6 – Reconciliation of Financial Statements to Form 5500
The following are reconciliations of differences between net assets available for benefits according to the financial statements to the Form 5500 as of September 30, 2022 and 2021:
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| 2022 | | Account
Balance per
Financial
Statements | | Variance | | Balance per
Form 5500 |
| Cash and cash equivalents | | $ | 126,161 | | | $ | 2,068,675 | | | $ | 2,194,836 | |
| Mutual funds | | 19,017,554 | | | (2,068,675) | | | 16,948,879 | |
| Total | | $ | 19,143,715 | | | $ | — | | | $ | 19,143,715 | |
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| 2021 | | | | | | |
| Cash and cash equivalents | | $ | 123,107 | | | $ | 2,093,797 | | | $ | 2,216,904 | |
| Mutual funds | | 22,174,305 | | | (2,093,797) | | | 20,080,508 | |
| Total | | $ | 22,297,412 | | | $ | — | | | $ | 22,297,412 | |
The Plan administrator has classified the Plan's Vanguard Federal Money Market Fund as cash equivalents for reporting on the Form 5500, while the Plan has classified such assets as mutual funds for financial statement reporting purposes.
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| Schedule H, Line 4a - Schedule of Delinquent Participant Contributions |
| Timberland Bank Employee Stock Ownership & 401(k) Plan |
| Year Ended September 30, 2022 |
EIN: 20-5645878
Plan#: 003
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| | | Total That Constitute Nonexempt Prohibited Transactions |
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| | | | Contribution Not Corrected | | Contributions Corrected Outside VFCP | | Contributions Pending Correction in VFCP | | Total Fully Corrected Under VFCP and PTE 2002-51 |
| Participant Contributions Transferred Late to the Plan | | | | | | | | | |
| Check here if late participant loan contributions are included | | | | | | | | | |
| 2022 participant contribution transferred late to the Plan | | | $ | 32,903 | | | $ | — | | | $ | — | | | $ | — | |
| 2020 participant contribution transferred late to the Plan | | | | | — | | | — | | | 166 | |
| Total | | | $ | 32,903 | | | $ | — | | | $ | — | | | $ | 166 | |
The accompanying report of independent registered public accounting firm should be read with the supplemental schedules.
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