NORTHRIM BANCORP INC - Quarter Report: 2009 September (Form 10-Q)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
þ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2009
o | 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 000-33501
NORTHRIM BANCORP, INC.
(Exact name of registrant as specified in its charter)
Alaska | 92-0175752 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
3111 C Street | ||
Anchorage, Alaska | 99503 | |
(Address of principal executive offices) | (Zip Code) |
(907)562-0062
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that registrant was required to submit
and post such files). Yes o No o
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o
|
Accelerated filer þ | Non-accelerated filer o | Small reporting company o | |||
(do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The number of shares of the issuers Common Stock outstanding at November 6, 2009 was
6,364,966.
TABLE OF CONTENTS
- September 30, 2009 (unaudited) |
4 | |||||||
- December 31, 2008 |
4 | |||||||
- September 30, 2008 (unaudited) |
4 | |||||||
-Three and nine months ended September 30, 2009 and 2008 |
5 | |||||||
- Three and nine months ended September 30, 2009 and 2008 |
6 | |||||||
- Three and nine months ended September 30, 2009 and 2008 |
7 | |||||||
8 | ||||||||
21 | ||||||||
42 | ||||||||
43 | ||||||||
44 | ||||||||
44 | ||||||||
44 | ||||||||
44 | ||||||||
44 | ||||||||
45 | ||||||||
45 | ||||||||
46 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 |
- 2 -
Table of Contents
These consolidated financial statements should be read in conjunction with the financial
statements, accompanying notes and other relevant information included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2008.
- 3 -
Table of Contents
NORTHRIM BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2009, DECEMBER 31, 2008, AND SEPTEMBER 30, 2008
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2009, DECEMBER 31, 2008, AND SEPTEMBER 30, 2008
September 30, | December 31, | September 30, | ||||||||||
2009 | 2008 | 2008 | ||||||||||
(unaudited) | (unaudited) | |||||||||||
(Dollars in thousands) | ||||||||||||
ASSETS |
||||||||||||
Cash and due from banks |
$ | 24,979 | $ | 30,925 | $ | 31,809 | ||||||
Money market investments |
51,120 | 6,905 | 53,766 | |||||||||
Domestic certificates of deposit |
| 9,500 | 9,500 | |||||||||
Investment securities held to maturity |
9,896 | 9,431 | 11,526 | |||||||||
Investment securities available for sale |
142,373 | 141,010 | 102,264 | |||||||||
Investment in Federal Home Loan Bank stock |
2,003 | 2,003 | 2,529 | |||||||||
Total investment securities |
154,272 | 152,444 | 116,319 | |||||||||
Loans |
674,191 | 711,286 | 705,239 | |||||||||
Allowance for loan losses |
(13,452 | ) | (12,900 | ) | (13,656 | ) | ||||||
Net loans |
660,739 | 698,386 | 691,583 | |||||||||
Purchased receivables, net |
8,202 | 19,075 | 15,905 | |||||||||
Accrued interest receivable |
3,472 | 4,812 | 4,561 | |||||||||
Premises and equipment, net |
28,889 | 29,733 | 30,108 | |||||||||
Goodwill and intangible assets |
9,072 | 9,320 | 9,402 | |||||||||
Other real estate owned |
10,118 | 12,617 | 12,261 | |||||||||
Other assets |
34,829 | 32,675 | 34,077 | |||||||||
Total Assets |
$ | 985,692 | $ | 1,006,392 | $ | 1,009,291 | ||||||
LIABILITIES |
||||||||||||
Deposits: |
||||||||||||
Demand |
$ | 267,291 | $ | 244,391 | $ | 244,559 | ||||||
Interest-bearing demand |
115,337 | 101,065 | 104,521 | |||||||||
Savings |
62,761 | 58,214 | 59,723 | |||||||||
Alaska CDs |
108,057 | 108,101 | 115,010 | |||||||||
Money market |
123,239 | 158,114 | 162,820 | |||||||||
Certificates of deposit less than $100,000 |
62,603 | 76,738 | 78,828 | |||||||||
Certificates of deposit greater than $100,000 |
97,820 | 96,629 | 88,999 | |||||||||
Total deposits |
837,108 | 843,252 | 854,460 | |||||||||
Borrowings |
10,739 | 30,106 | 23,634 | |||||||||
Junior subordinated debentures |
18,558 | 18,558 | 18,558 | |||||||||
Other liabilities |
9,356 | 9,792 | 9,004 | |||||||||
Total liabilities |
875,761 | 901,708 | 905,656 | |||||||||
SHAREHOLDERS EQUITY |
||||||||||||
Common stock, $1 par value, 10,000,000 shares authorized,
6,359,650, 6,331,372, and 6,315,109 shares issued and
outstanding at September 30, 2009, December 31, 2008,
and September 30, 2008, respectively |
6,360 | 6,331 | 6,315 | |||||||||
Additional paid-in capital |
51,994 | 51,458 | 51,304 | |||||||||
Retained earnings |
49,819 | 45,958 | 46,093 | |||||||||
Accumulated other comprehensive income unrealized
gain (loss) on securities, net |
1,727 | 901 | (121 | ) | ||||||||
Total Northrim Bancorp shareholders equity |
109,900 | 104,648 | 103,591 | |||||||||
Noncontrolling interest |
31 | 36 | 44 | |||||||||
Total shareholders equity |
109,931 | 104,684 | 103,635 | |||||||||
Total Liabilities and Shareholders Equity |
$ | 985,692 | $ | 1,006,392 | $ | 1,009,291 | ||||||
See notes to the consolidated financial statements
- 4 -
Table of Contents
NORTHRIM BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
(Dollar in thousands, except per share data) | ||||||||||||||||
Interest Income |
||||||||||||||||
Interest and fees on loans |
$ | 12,218 | $ | 13,189 | $ | 36,672 | $ | 40,900 | ||||||||
Interest on investment securities: |
||||||||||||||||
Securities available for sale |
1,057 | 966 | 3,057 | 3,795 | ||||||||||||
Securities held to maturity |
98 | 188 | 295 | 353 | ||||||||||||
Interest on money market investments |
31 | 68 | 64 | 389 | ||||||||||||
Interest on domestic certificate of deposit |
0 | 196 | 58 | 415 | ||||||||||||
Total Interest Income |
13,404 | 14,607 | 40,146 | 45,852 | ||||||||||||
Interest Expense |
||||||||||||||||
Interest expense on deposits and borrowings |
1,662 | 3,511 | 5,562 | 11,095 | ||||||||||||
Net Interest Income |
11,742 | 11,096 | 34,584 | 34,757 | ||||||||||||
Provision for loan losses |
1,374 | 2,000 | 4,866 | 5,699 | ||||||||||||
Net Interest Income After Provision for Loan Losses |
10,368 | 9,096 | 29,718 | 29,058 | ||||||||||||
Other Operating Income |
||||||||||||||||
Service charges on deposit accounts |
791 | 841 | 2,269 | 2,591 | ||||||||||||
Equity in earnings from mortgage affiliate |
385 | 210 | 1,997 | 516 | ||||||||||||
Purchased receivable income |
474 | 712 | 1,706 | 1,763 | ||||||||||||
Employee benefit plan income |
469 | 398 | 1,282 | 1,057 | ||||||||||||
Electronic banking income |
463 | 343 | 1,124 | 881 | ||||||||||||
Equity in loss from Elliott Cove |
(13 | ) | (17 | ) | (106 | ) | (70 | ) | ||||||||
Other income |
791 | 715 | 2,320 | 1,737 | ||||||||||||
Total Other Operating Income |
3,360 | 3,202 | 10,592 | 8,475 | ||||||||||||
Other Operating Expense |
||||||||||||||||
Salaries and other personnel expense |
5,730 | 5,135 | 16,889 | 15,978 | ||||||||||||
Occupancy |
977 | 875 | 2,789 | 2,538 | ||||||||||||
Prepayment penalty on long term debt |
718 | | 718 | | ||||||||||||
Insurance expense |
502 | 491 | 2,266 | 1,085 | ||||||||||||
Professional and outside services |
374 | 411 | 1,061 | 1,143 | ||||||||||||
Marketing expense |
317 | 391 | 951 | 1,172 | ||||||||||||
OREO expense net, including impairment |
304 | 395 | 1,148 | 1,530 | ||||||||||||
Equipment expense |
286 | 316 | 887 | 903 | ||||||||||||
Intangible asset amortization expense |
82 | 89 | 247 | 265 | ||||||||||||
Other operating expense |
1,577 | 1,792 | 4,963 | 5,164 | ||||||||||||
Total Other Operating Expense |
10,867 | 9,895 | 31,919 | 29,778 | ||||||||||||
Income Before Income Taxes |
2,861 | 2,403 | 8,391 | 7,755 | ||||||||||||
Provision for income taxes |
810 | 751 | 2,318 | 2,347 | ||||||||||||
Net Income |
2,051 | 1,652 | 6,073 | 5,408 | ||||||||||||
Less: Net income attributable to the noncontrolling interest |
102 | 102 | 292 | 271 | ||||||||||||
Net income attributable to Northrim Bancorp |
$ | 1,949 | $ | 1,550 | $ | 5,781 | $ | 5,137 | ||||||||
Earnings Per Share, Basic |
$ | 0.31 | $ | 0.24 | $ | 0.91 | $ | 0.81 | ||||||||
Earnings Per Share, Diluted |
$ | 0.30 | $ | 0.24 | $ | 0.90 | $ | 0.78 | ||||||||
Weighted Average Shares Outstanding, Basic |
6,348,519 | 6,351,210 | 6,338,757 | 6,350,166 | ||||||||||||
Weighted Average Shares Outstanding, Diluted |
6,422,262 | 6,539,295 | 6,406,117 | 6,545,427 |
See notes to the consolidated financial statements
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Table of Contents
NORTHRIM BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY AND
COMPREHENSIVE INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY AND
COMPREHENSIVE INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
Accumulated | ||||||||||||||||||||||||||||
Common Stock | Additional | Other | ||||||||||||||||||||||||||
Number | Par | Paid-in | Retained | Comprehensive | Noncontrolling | |||||||||||||||||||||||
of Shares | Value | Capital | Earnings | Income | Interest | Total | ||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||||
(Dollar in thousands) | ||||||||||||||||||||||||||||
Nine months ending September 30, 2009: |
||||||||||||||||||||||||||||
Balance as of January 1, 2009 |
6,331 | $ | 6,331 | $ | 51,458 | $ | 45,958 | $ | 901 | $ | 36 | $ | 104,684 | |||||||||||||||
Cash dividend declared |
| | | (1,920 | ) | | (1,920 | ) | ||||||||||||||||||||
Stock option expense |
| | 445 | | | 445 | ||||||||||||||||||||||
Exercise of stock options |
29 | 29 | 33 | | | 62 | ||||||||||||||||||||||
Excess tax benefits from share-based payment arrangements |
| | 58 | | | 58 | ||||||||||||||||||||||
Distributions to noncontrolling interest |
(297 | ) | (297 | ) | ||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Change in
unrealized holding (gain/loss) on available for sale investment
securities, net of related income tax effect |
| | | | 826 | 826 | ||||||||||||||||||||||
Net income attributable to the noncontrolling interest |
292 | 292 | ||||||||||||||||||||||||||
Net Income attributable to Northrim Bancorp |
| | | 5,781 | | 5,781 | ||||||||||||||||||||||
Total Comprehensive Income |
(5 | ) | 6,899 | |||||||||||||||||||||||||
Balance as of September 30, 2009 |
6,360 | $ | 6,360 | $ | 51,994 | $ | 49,819 | $ | 1,727 | $ | 31 | $ | 109,931 | |||||||||||||||
Nine months ending September 30, 2008: |
||||||||||||||||||||||||||||
Balance as of January 1, 2008 |
6,300 | $ | 6,300 | $ | 50,798 | $ | 44,068 | $ | 225 | $ | 24 | $ | 101,415 | |||||||||||||||
Cash dividend declared |
| | | (3,112 | ) | | (3,112 | ) | ||||||||||||||||||||
Stock option expense |
| | 456 | | | 456 | ||||||||||||||||||||||
Exercise of stock options |
15 | 15 | (44 | ) | | | (29 | ) | ||||||||||||||||||||
Excess tax benefits from share-based payment arrangements |
| | 94 | | | 94 | ||||||||||||||||||||||
Distributions to noncontrolling interest |
| | | | | (251 | ) | (251 | ) | |||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Change in
unrealized holding (gain/loss) on available for sale investment
securities, net of related income tax effect |
| | | | (346 | ) | (346 | ) | ||||||||||||||||||||
Net income attributable to the noncontrolling interest |
271 | 271 | ||||||||||||||||||||||||||
Net Income attributable to Northrim Bancorp |
| | | 5,137 | | 5,137 | ||||||||||||||||||||||
Total Comprehensive Income |
20 | 5,062 | ||||||||||||||||||||||||||
Balance as of September 30, 2008 |
6,315 | $ | 6,315 | $ | 51,304 | $ | 46,093 | ( $121 | ) | $ | 44 | $ | 103,635 | |||||||||||||||
See notes to the consolidated financial statements
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NORTHRIM BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
Nine Months Ended | ||||||||
September 30, | ||||||||
2009 | 2008 | |||||||
(unaudited) | ||||||||
(Dollars in thousands) | ||||||||
Operating Activities: |
||||||||
Net income |
$ | 6,073 | $ | 5,408 | ||||
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: |
||||||||
Security (gains), net |
(220 | ) | (146 | ) | ||||
Depreciation and amortization of premises and equipment |
1,234 | 965 | ||||||
Amortization of software |
121 | 135 | ||||||
Intangible asset amortization |
247 | 265 | ||||||
Amortization of investment security premium, net of discount accretion |
214 | (26 | ) | |||||
Deferred tax (benefit) |
(1,221 | ) | (3,108 | ) | ||||
Stock-based compensation |
445 | 456 | ||||||
Excess tax benefits from share-based payment arrangements |
(58 | ) | (94 | ) | ||||
Deferral of loan fees and costs, net |
(6 | ) | (88 | ) | ||||
Provision for loan losses |
5,491 | 5,699 | ||||||
Purchased receivable recovery |
(16 | ) | (13 | ) | ||||
Purchases of loans held for sale |
(75,096 | ) | | |||||
Proceeds from the sale of loans held for sale |
75,096 | | ||||||
(Gain) loss on sale of other real estate owned |
(424 | ) | (5 | ) | ||||
Impairment on other real estate owned |
516 | 1,062 | ||||||
Distributions (proceeds) in excess of earnings from RML |
522 | (9 | ) | |||||
Equity in loss from Elliott Cove |
106 | 70 | ||||||
Decrease in accrued interest receivable |
1,340 | 671 | ||||||
(Increase) decrease in other assets |
(2,091 | ) | 967 | |||||
(Decrease) of other liabilities |
(462 | ) | (1,563 | ) | ||||
Net Cash Provided by Operating Activities |
11,811 | 10,646 | ||||||
Investing Activities: |
||||||||
Investment in securities: |
||||||||
Purchases of investment securities-available-for-sale |
(87,722 | ) | (66,400 | ) | ||||
Purchases of investment securities-held-to-maturity |
(1,217 | ) | (510 | ) | ||||
Proceeds from sales/maturities of securities-available-for-sale |
87,769 | 111,735 | ||||||
Proceeds from calls/maturities of securities-held-to-maturity |
750 | 680 | ||||||
Proceeds from maturities of domestic certificates of deposit |
14,500 | 55,500 | ||||||
Purchases of domestic certificates of deposit |
(5,000 | ) | (65,000 | ) | ||||
Investment in Federal Home Loan Bank stock, net |
| (526 | ) | |||||
Investment in purchased receivables, net of repayments |
10,889 | 3,545 | ||||||
Investments in loans: |
||||||||
Loan participations |
997 | 6,874 | ||||||
Loans made, net of repayments |
27,647 | (8,451 | ) | |||||
Proceeds from sale of other real estate owned |
7,466 | 697 | ||||||
Investment in other real estate owned |
(1,470 | ) | (2,121 | ) | ||||
Loan to Elliott Cove, net of repayments |
(106 | ) | (71 | ) | ||||
Purchases of premises and equipment |
(390 | ) | (15,452 | ) | ||||
Purchases of software |
(60 | ) | (94 | ) | ||||
Net Cash Provided by Investing Activities |
54,053 | 20,406 | ||||||
Financing Activities: |
||||||||
Increase (decrease) in deposits |
(6,144 | ) | (12,916 | ) | ||||
Repayment of borrowings |
(19,367 | ) | 6,864 | |||||
Distributions to noncontrolling interest |
(297 | ) | (251 | ) | ||||
Proceeds from issuance of common stock |
62 | | ||||||
Excess tax benefits from share-based payment arrangements |
58 | 94 | ||||||
Cash dividends paid |
(1,907 | ) | (3,074 | ) | ||||
Net Cash Used by Financing Activities |
(27,595 | ) | (9,283 | ) | ||||
Net Increase in Cash and Cash Equivalents |
38,269 | 21,769 | ||||||
Cash and cash equivalents at beginning of period |
37,830 | 63,806 | ||||||
Cash and cash equivalents at end of period |
$ | 76,099 | $ | 85,575 | ||||
Supplemental Information: |
||||||||
Income taxes paid |
$ | 4,720 | $ | 4,555 | ||||
Interest paid |
$ | 6,017 | $ | 10,937 | ||||
Transfer of loans to other real estate owned |
$ | 3,518 | $ | 7,449 | ||||
Cash dividends declared but not paid |
$ | 18 | $ | 36 | ||||
See notes to the consolidated financial statements
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NORTHRIM BANCORP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
September 30, 2009 and 2008
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
September 30, 2009 and 2008
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared by Northrim BanCorp, Inc. (the
Company) in accordance with accounting principles generally accepted in the United States of
America (GAAP) and with instructions to Form 10-Q under the Securities Exchange Act of 1934, as
amended. Accordingly, they do not include all of the information and footnotes required by GAAP for
complete financial statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been included. Certain
reclassifications have been made to prior year amounts to maintain consistency with the current
year with no impact on net income or total shareholders equity, except for changes in the
presentation of shareholders equity in accordance with GAAP. The Company determined that the
Company operates as a single operating segment. Operating results for the interim period ended
September 30, 2009, are not necessarily indicative of the results anticipated for the year ending
December 31, 2009. These financial statements should be read in conjunction with the Companys
Annual Report on Form 10-K for the year ended December 31, 2008.
2. SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS
The Companys significant accounting policies are discussed in Note 1 to the audited consolidated
financial statements included in the Companys Annual Report on Form 10-K for the year ended
December 31, 2008.
In December 2007, the Financial Accounting Standards Board (FASB) issued Accounting Standards
Codification (ASC) Topic 810-10-65-1, Consolidation, formerly Statement of Financial Accounting
Standards (SFAS) No. 160, Noncontrolling Interests in Consolidated Financial Statements). This
accounting standard established accounting and reporting for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. This accounting standard clarifies that a
noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is
an ownership interest in the consolidated entity that should be reported as a component of equity
in the consolidated financial statements. Among other requirements, this accounting standard
requires consolidated net income to be reported at amounts that include the amounts attributable
to both the parent and the noncontrolling interest. It also requires disclosure, on the face of
the consolidated income statement, of the amounts of consolidated net income attributable to the
parent and to the noncontrolling interest. The Company adopted this standard on January 1, 2009
and affected presentation and disclosure items retroactively. The adoption did not significantly
impact the Companys financial condition and results of operations.
Recently Issued Accounting Pronouncements
In January 2009, the FASB issued ASC Topic 325-40-65, Beneficial Interests in Securitized Financial
Assets,, formerly FSP EITF No. 99-20-1, Amendments to the Impairment Guidance of EITF Issue No.
99-20, to achieve more consistent determination of whether an other-than-temporary impairment has
occurred. This accounting standard also retains and emphasizes the objective of an
other-than-temporary impairment assessment and the related disclosure requirements in ASC Topic
320, Investments Debt and Equity Securities, formerly SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities, and other related guidance. This accounting standard
is effective for the Companys financial statements for the year beginning on January 1,
2009 and has been adopted prospectively. The adoption did not impact the Companys financial
condition and results of operations.
In April 2009, the FASB issued ASC Topic 320-10-65-1, Recognition and Presentation of
Other-Than-Temporary-Impairment, formerly FSP No.115-2. This accounting standard amends the
other-than-temporary
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impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to
improve the presentation and disclosure of other-than-temporary impairments on debt and equity
securities in the financial statements. This accounting standard does not amend existing
recognition and measurement guidance related to other-than-temporary impairments of equity
securities. Under certain circumstances, only the amount of the estimated credit loss on debt
securities with other-than-temporary-impairment will be recorded through earnings while the
remaining mark-to-market loss is recognized through other comprehensive income. This accounting
standard is effective for the Companys financial statements for interim and annual periods ending
after June 15, 2009 and has been adopted prospectively. The adoption did not impact the Companys
financial condition and results of operations.
In April 2009, the FASB issued ASC Topic 820-10-65, Fair Value Measurements and Disclosures,
formerly FSP No.157-4, Determining Fair Value When the Volume and Level of Activity for the Asset
or Liability has Significantly Decreased and Identifying Transactions that are Not. The standard
provides additional guidance for estimating fair value when the volume and level of activity for
the asset or liability have significantly decreased. This accounting standard also includes
guidance on identifying circumstances that indicate a transaction is not orderly. It is effective
for the Companys financial statements for interim and annual periods ending after June 15, 2009
and has been adopted prospectively. The adoption did not impact the Companys financial condition
and results of operations.
In April 2009, the FASB issued ASC Topic 825-10-65, Financial Instruments, formerly FSP No.107-1,
Interim Disclosures About Fair Value of Financial Instruments. This accounting standard requires
disclosures about the fair value of financial instruments for interim reporting periods of publicly
traded companies as well as in annual financial statements and is effective for the Companys
financial statements for interim and annual periods ending after June 15, 2009 and has been adopted
prospectively. The adoption did not impact the Companys financial condition and results of
operations.
In May 2009, the FASB issued ASC Topic 855, Subsequent Events, formerly SFAS 165, Subsequent
Events. The objective of this accounting standard is to establish general standards of accounting
for, and disclosure of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. The standard sets forth the period after the
balance sheet date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the financial statements,
the circumstances under which an entity should recognize events or transactions occurring after the
balance sheet date in its financial statements, and the disclosures that an entity should make
about events or transactions that occurred after the balance sheet date. This accounting standard
is effective for the Companys financial statements for interim and annual periods ending after
June 15, 2009 and has been adopted prospectively. Management has reviewed events occurring through
November 6, 2009, the date the financial statements were issued, and no subsequent events occurred
requiring accrual or disclosure.
In June 2009, the FASB issued SFAS 166, Accounting for Transfers of Financial Assets (SFAS 166).
ASU 2009-01 identified SFAS 166 as authoritative until such time that each is integrated into the
Codification. This accounting standard addresses practices that have developed since the issuance
of SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities, that are not consistent with the original intent and key requirements of SFAS 140 as
well as concerns of financial statement users that many of the financial assets (and related
obligations) that have been derecognized should continue to be reported in the financial statements
of transferors. SFAS 166 is effective for the Companys financial statements for interim and
annual periods beginning after November 15, 2009 and must be adopted prospectively, and must be
applied to transfers occurring on or after the effective date. Additionally, on and after the
effective date, the concept of a qualifying special purpose entity is no longer relevant for
accounting purposes. Therefore, formerly qualifying special-purpose entities (as defined under
previous accounting standards) should be evaluated for consolidation by reporting entities on and
after the effective date in accordance with the applicable consolidation guidance. If the
evaluation on the effective date results in consolidation, the reporting entity should apply the
transition guidance provided in the pronouncement that requires consolidation. Additionally, the
disclosure provisions of this standard should be applied to transfers that occurred both before and
after the effective date. The Company does not expect that adoption will impact its financial
condition and results of operations.
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In June 2009, the FASB issued SFAS 167, Amendments to FASB Interpretation 46(R) (as amended) (SFAS
167). ASU 2009-01 identified SFAS 166 as authoritative until such time that each is integrated
into the Codification. The FASBs objective in issuing this accounting standard is to improve
financial reporting by enterprises involved with variable interest entities. SFAS 167 addresses the
effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation
of Variable Interest Entities (FIN 46R) as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166, and constituent concerns about the application of
certain key provisions of FIN 46R, including those in which the accounting and disclosures under
the Interpretation do not always provide timely and useful information about an enterprises
involvement in a variable interest entity. This accounting standard is effective for the Companys
financial statements for annual and interim periods beginning after November 15, 2009 and must be
adopted prospectively. The Company does not expect that adoption will impact its financial
condition and results of operations.
In June 2009, the FASB issued ASC Topic 105-10-65, Transition and Effective Date Information, FASB
Codification, formerly SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles. The FASB Accounting Standards Codification
(Codification) is now the source of authoritative GAAP recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the Securities and Exchange
Commission (SEC) under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. The Codification now supersedes all existing non-SEC accounting and
reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the
Codification will become non-authoritative. The Board no longer issues new standards in the form
of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it issues
Accounting Standards Updates (ASU). The Board will not consider ASUs as authoritative in their
own right. ASUs will serve only to update the Codification, provide background information about
the guidance, and provide the basis for conclusions on changes in the Codification. This
accounting standard is effective for financial statements issued for interim and annual periods
ending after September 15, 2009 and has been adopted prospectively. The adoption did not impact
the Companys financial condition and results of operations.
3. LENDING ACTIVITIES
The following table sets forth the Companys loan portfolio composition by loan type for the dates
indicated:
September 30, 2009 | December 31, 2008 | September 30, 2008 | ||||||||||||||||||||||
Dollar | Percent | Dollar | Percent | Dollar | Percent | |||||||||||||||||||
Amount | of Total | Amount | of Total | Amount | of Total | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Commercial |
$ | 249,171 | 37 | % | $ | 293,173 | 41 | % | $ | 277,782 | 39 | % | ||||||||||||
Construction/development |
82,160 | 12 | % | 100,441 | 14 | % | 113,842 | 16 | % | |||||||||||||||
Commercial real estate |
298,828 | 44 | % | 268,864 | 38 | % | 263,812 | 37 | % | |||||||||||||||
Home equity lines and other consumer |
46,047 | 7 | % | 51,357 | 7 | % | 51,978 | 7 | % | |||||||||||||||
Loans in process |
691 | 0 | % | 163 | 0 | % | 481 | 0 | % | |||||||||||||||
Unearned loan fees, net |
(2,706 | ) | 0 | % | (2,712 | ) | 0 | % | (2,656 | ) | 0 | % | ||||||||||||
Total loans |
$ | 674,191 | 100 | % | $ | 711,286 | 100 | % | $ | 705,239 | 100 | % | ||||||||||||
4. ALLOWANCE FOR LOAN LOSSES, NONPERFORMING ASSETS, AND LOANS MEASURED FOR IMPAIRMENT
The Company maintains an Allowance for Loan Losses (the Allowance) to reflect inherent losses
from its loan portfolio as of the balance sheet date. The Allowance is decreased by loan
charge-offs and increased by loan recoveries and provisions for loan losses. On a quarterly basis,
the Company calculates the Allowance based on an established methodology which has been
consistently applied.
In determining its total Allowance, the Company first estimates a specific allowance for impaired
loans. This analysis is based upon a specific analysis for each impaired loan, including
appraisals on loans
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secured by real property, managements assessment of the current market, recent
payment history and an evaluation of other sources of repayment.
The Company then estimates an allowance for all loans that are not impaired. This allowance is
based on loss factors applied to loans that are quality graded according to an internal risk
classification system (classified loans). The Companys internal risk classifications are based
in large part upon regulatory definitions for classified loans. The loss factors that the Company
applies to each group of loans within the various risk classifications are based on industry
standards, historical experience and managements judgment.
Portfolio components also receive specific attention in the Allowance analysis when those
components constitute a significant concentration as a percentage of the Companys capital, when
current market or economic conditions point to increased scrutiny, or when historical or recent
experience suggests that additional attention is warranted in the analysis process.
Once the Allowance is determined using the methodology described above, management assesses the
adequacy of the overall Allowance through an analysis of the size and mix of the loan portfolio,
historical and recent credit performance of the loan portfolio (including the absolute level and
trends in delinquencies and impaired loans), industry metrics and ratio analysis.
Our banking regulators, as an integral part of their examination process, periodically review the
Companys Allowance. Our regulators may require the Company to recognize additions to the allowance
based on their judgments related to information available to them at the time of their
examinations.
The Company recorded a provision for loan losses in the amount of $1.4 million and $4.9 million,
respectively, for the three and nine-month periods ending September 30, 2009 based upon its
analysis of its loan portfolio as noted above.
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The following table details activity in the Allowance for the periods indicated:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Balance at beginning of period |
$ | 13,187 | $ | 13,519 | $ | 12,900 | $ | 11,735 | ||||||||
Charge-offs: |
||||||||||||||||
Commercial |
987 | 746 | 2,135 | 2,209 | ||||||||||||
Construction/development |
231 | | 1,301 | 816 | ||||||||||||
Commercial real estate |
159 | 1,268 | 1,217 | 1,268 | ||||||||||||
Home equity lines and
other consumer |
145 | 2 | 286 | 34 | ||||||||||||
Total charge-offs |
1,522 | 2,016 | 4,939 | 4,327 | ||||||||||||
Recoveries: |
||||||||||||||||
Commercial |
398 | 149 | 565 | 454 | ||||||||||||
Construction/development |
| | | 51 | ||||||||||||
Commercial real estate |
1 | | 10 | | ||||||||||||
Home equity lines and
other consumer |
14 | 4 | 50 | 44 | ||||||||||||
Total recoveries |
413 | 153 | 625 | 549 | ||||||||||||
Net, (recoveries) charge-offs |
1,109 | 1,863 | 4,314 | 3,778 | ||||||||||||
Provision for loan losses |
1,374 | 2,000 | 4,866 | 5,699 | ||||||||||||
Balance at end of period |
$ | 13,452 | $ | 13,656 | $ | 13,452 | $ | 13,656 | ||||||||
Nonperforming assets consist of nonaccrual loans, accruing loans of 90 days or more past due,
restructured loans, and other real estate owned (OREO). Fluctuations in these balances are
discussed in the Management Discussion and Analysis section of this Form 10-Q. The following table
sets forth information with respect to nonperforming assets:
September 30, 2009 | December 31, 2008 | September 30, 2008 | ||||||||||
(Dollars in thousands) | ||||||||||||
Nonaccrual loans |
$ | 22,432 | $ | 20,593 | $ | 15,747 | ||||||
Accruing loans past due 90 days or more |
2,625 | 5,411 | 4,953 | |||||||||
Restructured loans |
3,800 | | | |||||||||
Total nonperforming loans |
28,857 | 26,004 | 20,700 | |||||||||
Other real estate owned |
10,118 | 12,617 | 12,261 | |||||||||
Total nonperforming assets |
$ | 38,975 | $ | 38,621 | $ | 32,961 | ||||||
Allowance for loan losses |
$ | 13,452 | $ | 12,900 | $ | 13,656 | ||||||
Nonperforming loans to loans |
4.28 | % | 3.66 | % | 2.94 | % | ||||||
Nonperforming assets to total assets |
3.95 | % | 3.84 | % | 3.27 | % | ||||||
Allowance to loans |
2.00 | % | 1.81 | % | 1.94 | % | ||||||
Allowance to nonperforming loans |
47 | % | 50 | % | 66 | % |
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5. INVESTMENT SECURITIES
The carrying values and approximate fair values of investment securities at September 30, 2009 are
presented below:
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | ||||||||||||||
Cost | Gains | Losses | Fair Value | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Securities available for sale
U.S. Treasury |
$ | 500 | $ | 2 | $ | | $ | 502 | ||||||||
Government sponsored entities |
112,078 | 1,365 | | 113,443 | ||||||||||||
Mortgage-backed securities |
91 | | | 91 | ||||||||||||
Corporate bonds |
26,770 | 1,567 | | 28,337 | ||||||||||||
Total |
$ | 139,439 | $ | 2,934 | $ | | $ | 142,373 | ||||||||
Securities held to maturity
Municipal securities |
$ | 9,896 | $ | 311 | | $ | 10,207 | |||||||||
Federal Home Loan Bank stock |
$ | 2,003 | $ | | $ | | $ | 2,003 | ||||||||
The Company had no gross unrealized losses on available for sale securities at September 30,
2009. At December 31, 2008 and September 30, 2008 the Company had gross unrealized losses on
available for sale securities of $448,000 and $391,000, respectively.
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The amortized cost and fair values of debt securities at September 30, 2009, are distributed
by contractual maturity as shown below. Expected maturities may differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or without call or
prepayment penalties.
Weighted | ||||||||||||
Amortized | Average | |||||||||||
Cost | Fair Value | Yield | ||||||||||
(Dollars in thousands) | ||||||||||||
Government sponsored entities |
||||||||||||
Within 1 year |
$ | 19,999 | $ | 20,031 | 0.76 | % | ||||||
1-5 years |
85,232 | 86,369 | 2.69 | % | ||||||||
5-10 years |
5,164 | 5,247 | 5.00 | % | ||||||||
Over 10 years |
2,183 | 2,298 | 0.00 | % | ||||||||
Total |
$ | 112,578 | $ | 113,945 | 2.38 | % | ||||||
Mortgage-backed securities |
||||||||||||
Within 1 year |
$ | | $ | | 0.00 | % | ||||||
1-5 years |
| | 0.00 | % | ||||||||
5-10 years |
91 | 91 | 4.57 | % | ||||||||
Over 10 years |
| | 0.00 | % | ||||||||
Total |
$ | 91 | $ | 91 | 4.57 | % | ||||||
Corporate bonds |
||||||||||||
Within 1 year |
$ | | $ | | 0.00 | % | ||||||
1-5 years |
26,770 | 28,337 | 4.52 | % | ||||||||
5-10 years |
| | 0.00 | % | ||||||||
Over 10 years |
| | 0.00 | % | ||||||||
Total |
$ | 26,770 | $ | 28,337 | 4.52 | % | ||||||
Municipal securities |
||||||||||||
Within 1 year |
$ | 3,510 | $ | 3,525 | 3.78 | % | ||||||
1-5 years |
4,533 | 4,709 | 3.94 | % | ||||||||
5-10 years |
930 | 988 | 4.21 | % | ||||||||
Over 10 years |
923 | 985 | 4.55 | % | ||||||||
Total |
$ | 9,896 | $ | 10,207 | 3.96 | % | ||||||
The proceeds and resulting gains and losses, computed using specific identification, from
sales of investment securities for the nine months ending September 30, 2009 are as follows:
Gross | Gross | |||||||||||
Proceeds | Gains | Losses | ||||||||||
(Dollars in thousands) | ||||||||||||
Available-for-sale securities |
$ | 7,550 | $ | 220 | $ | | ||||||
Held-to-maturity securities |
$ | | $ | | $ | | ||||||
A summary of taxable interest income for the nine months ending September 30, 2009 on
available for sale investment securities is as follows:
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Taxable Interest | ||||
Income | ||||
(Dollars in thousands) | ||||
Government sponsored entities |
$2,055 | |||
Other |
1,002 | |||
Total |
$3,057 | |||
The Company evaluated its investment in FHLB stock for other-than-temporary impairment as of
September 30, 2009, consistent with its accounting policy. Based on the Companys evaluation of
the underlying investment, including the long-term nature of the investment, the liquidity position
of the FHLB of Seattle, the actions being taken by the FHLB of Seattle to address its regulatory
capital situation and the Companys intent and ability to hold the investment for a period of time
sufficient to recover the par value, the Company did not recognize an other-than-temporary
impairment loss. Even though the Company did not recognize an other-than-temporary impairment loss
during the nine-month period ending September 30, 2009, continued deterioration in the FHLB of
Seattles financial position may result in future impairment losses.
6. GOODWILL AND OTHER INTANGIBLES
The Company performs goodwill impairment testing in accordance with the policy described in Note
1 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008. The Company
continues to monitor the Companys goodwill for potential impairment on an ongoing basis. No
assurance can be given that we will not charge earnings during 2009 for goodwill impairment, if,
for example, our stock price declines and continues to trade at a significant discount to its
book value, although there are many factors that we analyze in determining the impairment of
goodwill.
7. OTHER OPERATING INCOME
The Company, through Northrim Capital Investments Co. (NCIC), a wholly-owned subsidiary of
Northrim Bank, owns a 50.1% interest in Northrim Benefits Group, LLC (NBG). The Company
consolidates the balance sheet and income statement of NBG into its financial statements and notes
the noncontrolling interest in this subsidiary as a separate line item on its financial statements.
In the three-month periods ending September 30, 2009 and 2008, the Company included employee
benefit plan income from NBG of $469,000 and $398,000, respectively, in its Other Operating Income.
The Company included employee benefit plan income from NBG of $1.3 million and $1.1 million,
respectively, in its Other Operating Income in the nine-month periods ending September 30, 2009 and
2008.
The Company also owns a 24% interest in Residential Mortgage Holding Company, LLC (RML Holding
Company) through NCIC. In the three-month period ending September 30, 2009, the Companys
earnings from RML Holding Company increased by $175,000 to $385,000 as compared to $210,000 for the
three-month period ending September 30, 2008. In the nine-month period ending September 30, 2009,
the Companys earnings from RML Holding Company increased by $1.5 million to $2 million as compared
to $516,000 for the nine-month period ending September 30, 2008.
The Company owns a 48% equity interest in Elliott Cove Capital Management LLC (Elliott Cove), an
investment advisory services company, through its whollyowned subsidiary, Northrim Investment
Services Company (NISC). In addition to its ownership interest, the Company provides Elliott
Cove with a line of credit that has a commitment amount of $750,000 and an outstanding balance of
$647,000 as of September 30, 2009. The Companys share of the loss from Elliott Cove for the third
quarter of 2009 was $13,000, as compared to a loss of $17,000 in the third quarter of 2008. In the
nine-month period ending September 30, 2009, the Companys share of the loss from Elliott Cove was
$106,000 as compared to a loss of $70,000 for the nine-month period ending September 30, 2008. The
losses from Elliott Cove were offset by commissions that the Company receives for its sales of
Elliott Cove investment products.
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These commissions are accounted for as other operating income
and totaled $42,000 in the third quarter of 2009 and $122,000 for the nine months ending September
30, 2009 as compared to $69,000 in the third quarter of 2008 and $265,000 for the nine months
ending September 30, 2008. A portion of these commissions are paid to the Companys employees and
accounted for as salary expense. There were no commission payments in the nine months ending
September 30, 2009. There were no commission payments in the third quarter of 2008 and $23,000 in
commission payments in the nine-month period ending September 30, 2008.
The Company also owns a 24% interest in Pacific Wealth Advisors, LLC (PWA) through NISC. PWA is
a holding company that owns Pacific Portfolio Consulting, LLC (PPC) and Pacific Portfolio Trust
Company (PPTC). PPC is an investment advisory company with an existing client base while PPTC is
a start-up operation. During the three-month period ending September 30, 2009, the Companys
earnings from PWA decreased by $29,000 to a loss of $13,000 as compared to earnings of $16,000 for
the three-month period ending September 30, 2008. During the nine-month period ending September
30, 2009, the Companys earnings from PWA decreased by $65,000 to a loss of $32,000 as compared to
earnings of $32,000 for the nine-month period ending September 30, 2008.
8. DEPOSIT ACTIVITIES
Total deposits at September 30, 2009, December 31, 2008 and September 30, 2008 were $837.1 million,
$843.3 million and $854.5 million, respectively. The only deposit category with stated maturity
dates is certificates of deposit. At September 30, 2009, the Company had $160.4 million in
certificates of deposit as compared to certificates of deposit of $173.4 million and $167.8
million, for the periods ending December 31, 2008 and September 30, 2008, respectively. At
September 30, 2009, $125.7 million, or 78%, of the Companys certificates of deposits are scheduled
to mature over the next 12 months as compared to $144.7 million, or 83%, of total certificates of
deposit, at December 31, 2008, and $141 million, or 84%, of total certificates of deposit at
September 30, 2008.
9. STOCK INCENTIVE PLAN
The Company has set aside 330,750 shares of authorized stock for the 2004 Stock Incentive Plan
(2004 Plan) under which it may grant stock options and restricted stock units. The Companys
policy is to issue new shares to cover awards. The total number of shares under the 2004 Plan and
previous stock incentive plans at September 30, 2009 was 446,750, which includes 220,246 shares
granted under the 2004 Plan leaving 63,298 shares available for future awards. Under the 2004
Plan, certain key employees have been granted the option to purchase set amounts of common stock at
the market price on the day the option was granted. Optionees, at their own discretion, may cover
the cost of exercise through the exchange, at then fair market value, of already owned shares of
the Companys stock. Options are granted for a 10-year period and vest on a pro rata basis over
the initial three years from grant. In addition to stock options, the Company has granted
restricted stock units to certain key employees under the 2004 Plan. These restricted stock grants
cliff vest at the end of a three-year time period.
The Company recognized expenses of $85,000 and $75,000 on the fair value of restricted stock units
and $61,000 and $77,000 on the fair value of stock options for a total of $146,000 and $152,000 in
stock-based compensation expense for the three-month periods ending September 30, 2009 and 2008,
respectively. For the nine-month periods ending September 30, 2009 and 2008, the Company
recognized expense of $263,000 and $226,000, respectively, on the fair value of restricted stock
units and $182,000 and $230,000, respectively, on the fair value of stock options for a total of
$445,000 and $456,000, respectively, in stock-based compensation expense.
Proceeds from the exercise of stock options for the three months ended September 30, 2009 and 2008
were $262,000 and $53,000, respectively. The Company withheld shares valued at $204,000 and
$27,000 to pay for stock option exercises or income taxes that resulted from the exercise of stock
options or the vesting of restricted stock units for the three-month periods ending September 30,
2009 and 2008, respectively. The
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Company recognized tax deductions of $51,000 and $4,000 related
to the exercise of these stock options during the quarter ended September 30, 2009 and 2008,
respectively.
Proceeds from the exercise of stock options for the nine months ended September 30, 2009 and 2008
were $334,000 and $285,000, respectively. The Company withheld shares valued at $276,000 and
$314,000 to pay for stock option exercises or income taxes that resulted from the exercise of stock
options or the vesting of restricted stock units for the nine-month periods ending September 30,
2009 and 2008, respectively. The Company recognized tax deductions of $58,000 and $94,000,
respectively, related to the exercise of stock options during the nine-months ended September 30,
2009 and 2008, respectively. The Company recognized tax deductions of $41,000 during the nine
months ended September 30, 2009. There were no restricted stock units that vested during the nine
months ended September 30, 2008.
10. FAIR VALUE OF ASSETS AND LIABILITIES
The Company groups its assets and liabilities measured at fair value in three levels, based on the
markets in which the assets and liabilities are traded and the reliability of the assumptions used
to determine fair value. These levels are:
Level 1: Valuation is based upon quoted prices for identical instruments traded in
active exchange markets, such as the New York Stock Exchange. Level 1 also includes U.S. Treasury
and federal agency securities, which are traded by dealers or brokers in active markets.
Valuations are obtained from readily available pricing sources for market transactions involving
identical assets or liabilities.
Level 2: Valuation is based upon quoted market prices for similar instruments in
active markets, quoted prices for identical or similar instruments in markets that are not active,
and model-based valuation techniques for which all significant assumptions are observable in the
market.
Level 3: Valuation is generated from model-based techniques that use significant
assumptions not observable in the market. These unobservable assumptions reflect the Companys
estimation of assumptions that market participants would use in pricing the asset or liability.
Valuation techniques include use of option pricing models, discounted cash flow models and similar
techniques.
The following methods and assumptions were used to estimate fair value disclosures. All financial
instruments are held for other than trading purposes.
Cash and Money Market Investments: Due to the short term nature of these instruments, the carrying
amounts reported in the balance sheet represent their fair values.
Investment Securities: Fair values for investment securities are based on quoted market prices,
where available. If quoted market prices are not available, fair values are based on quoted market
prices of comparable instruments. Investments in Federal Home Loan Bank stock are recorded at
cost, which also represents fair value.
Loans: In 2009, fair value adjustments for loans are mainly related to credit risk, interest rate
risk, and liquidity risk. Credit risk is primarily addressed in the financial statements through
the allowance for loan losses (see Note
5). Impaired loans are recorded at fair value through the specific valuation allowance which is
based on the estimated value of underlying collateral less estimated selling costs. Specific
valuation allowances are included in the allowance for loan losses. Interest rate risk on fixed
rate loans is addressed using a discounted cash flow methodology. A discount rate was developed
based on the relative risk of the cash flows, taking into account the maturity of the loans and
comparable average interest rates for loans within each maturity band. An additional liquidity
risk is estimated for both fixed and variable loans primarily using observable, historical sales of
loans during periods of similar economic conditions. The carrying amount of accrued interest
receivable approximates its fair value.
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Table of Contents
Purchased Receivables: Fair values for purchased receivables are based on their carrying amounts
due to their short duration and repricing frequency.
Other real estate owned: Other real estate owned represents properties acquired through
foreclosure or its equivalent. The fair value of other real estate owned is determined based on
managements estimate of the fair value of individual properties. Significant inputs into this
estimate include independently prepared appraisals, recent sales data for similar properties, our
assessment of current market conditions and estimated costs to complete projects. These valuation
inputs generally result in a fair value measurement that is categorized as a Level 3 measurement,
including when management determines that discounts on appraised values are required. When
appraised values are not discounted, fair value measurements are categorized as Level 2
measurements.
Deposit Liabilities: The fair values of demand and savings deposits are equal to the carrying
amount at the reporting date. The carrying amount for variable-rate time deposits approximate
their fair value. Fair values for fixed-rate time deposits are estimated using a discounted cash
flow calculation that applies currently offered interest rates to a schedule of aggregate expected
monthly maturities of time deposits. The carrying amount of accrued interest payable approximates
its fair value.
Borrowings: Due to the short term nature of these instruments, the carrying amount of short-term
borrowings reported in the balance sheet approximate the fair value. Fair values for fixed-rate
long-term borrowings are estimated using a discounted cash flow calculation that applies currently
offered interest rates to a schedule of aggregate expected monthly payments.
Junior Subordinated Debentures: Fair value adjustments for junior subordinated debentures are based
on the current discounted cash flows to maturity. Management utilized a market approach to
determine the appropriate discount rate for junior subordinated debentures.
Assets subject to non-recurring adjustment to fair value: The Company may be required to measure
certain assets such as equity method investments, intangible assets or OREO at fair value on a
nonrecurring basis. Any nonrecurring adjustments to fair value usually result from the write down
of individual assets.
Commitments to Extend Credit and Standby Letters of Credit: The fair value of commitments is
estimated using the fees currently charged to enter into similar agreements, taking into account
the remaining terms of the agreements and the present creditworthiness of the counterparties. For
fixed-rate loan commitments, fair value also considers the difference between current levels of
interest rates and the committed rates. The fair value of letters of credit is based on fees
currently charged for similar agreements or on the estimated cost to terminate them or otherwise
settle the obligation with the counterparties at the reporting date.
Limitations: Fair value estimates are made at a specific point in time, based on relevant market
information and information about the financial instrument. These estimates do not reflect any
premium or discount that could result from offering for sale at one time the Companys entire
holdings of a particular financial instrument. Because no market exists for a significant portion
of the Companys financial instruments, fair value estimates are based on judgments regarding
future expected loss experience, current economic conditions, risk characteristics of various
financial instruments, and other factors. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and therefore cannot be determined with
precision.
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Changes in assumptions could significantly affect the estimates. Estimated fair values as of
September 30, 2009 are as follows:
Carrying | Fair | |||||||
Amount | Value | |||||||
(Dollars in thousands) | ||||||||
Financial assets: |
||||||||
Cash and money market |
$ | 76,099 | $ | 76,099 | ||||
Investment securities |
151,340 | 154,582 | ||||||
Net loans |
660,739 | 625,880 | ||||||
Purchased receivables |
8,202 | 8,202 | ||||||
Accrued interest receivable |
3,472 | 3,472 | ||||||
Financial liabilities: |
||||||||
Deposits |
$ | 837,108 | $ | 836,786 | ||||
Accrued interest payable |
448 | 448 | ||||||
Borrowings |
10,739 | 10,014 | ||||||
Junior subordinated debentures |
18,558 | 7,504 | ||||||
Unrecognized financial instruments: |
||||||||
Commitments to extend credit(a) |
$ | 170,807 | $ | 1,708 | ||||
Standby letters of credit(a) |
17,635 | 176 |
(a) | Carrying amounts reflect the notional amount of credit exposure under these financial instruments. |
The following table sets forth the balances of assets and liabilities measured at fair value on a
recurring basis:
Quoted Prices in | Signifcant | |||||||||||||||
Active Markets | Other | Significant | ||||||||||||||
for Identical | Observable | Unobservable Inputs | ||||||||||||||
Total | Assets (Level 1) | Inputs (Level 2) | (Level 3) | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Available-for-sale securities |
$ | 142,373 | | $ | 142,373 | | ||||||||||
Total |
$ | 142,373 | | $ | 142,373 | | ||||||||||
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As of and for the nine months ending September 30, 2009, no impairment or valuation adjustment
was recognized for assets recognized at fair value on a nonrecurring basis, except for certain
assets as shown in the following table:
Quoted Prices in | Significant | |||||||||||||||||||
Active Markets | Other | Significant | Total | |||||||||||||||||
for Identical | Observable | Unobservable Inputs | (gains) | |||||||||||||||||
Total | Assets (Level 1) | Inputs (Level 2) | (Level 3) | losses | ||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Loans measured for impairment1 |
$ | 17,753 | | $ | 6,143 | $ | 11,610 | $ | (416 | ) | ||||||||||
Other real estate owned2 |
6,171 | | | 6,171 | 516 | |||||||||||||||
Total |
$ | 23,924 | | $ | 6,143 | $ | 17,781 | $ | 100 | |||||||||||
1 | Relates to certain impaired collateral dependant loans. The impairment was measured based on the fair value of collateral, in accordance with GAAP. | |
2 | Relates to certain impaired other real estate owned. This impairement arose from an adjustment to the companys estimate of the fair market value of these properties based on changes in estimated costs to complete the projects and changes in market conditions. |
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Note Regarding Forward-Looking Statements
This
report includes forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements describe Northrim
Bancorp, Inc.s (the Company) managements expectations about future events and developments such
as future operating results, growth in loans and deposits, continued success of the Companys style
of banking, and the strength of the local economy. All statements other than statements of
historical fact, including statements regarding industry prospects and future results of operations
or financial position, made in this report are forward-looking. We use words such as anticipates,
believes, expects, intends and similar expressions in part to help identify forward-looking
statements. Forward-looking statements reflect managements current plans and expectations and are
inherently uncertain. Our actual results may differ significantly from managements expectations,
and those variations may be both material and adverse. Forward-looking statements are subject to
various risks and uncertainties that may cause our actual results to differ materially and
adversely from our expectations as indicated in the forward-looking statements. These risks and
uncertainties include: the general condition of, and changes in, the Alaska economy; factors that
impact our net interest margins; and our ability to maintain asset quality. Further, actual results
may be affected by competition on price and other factors with other financial institutions;
customer acceptance of new products and services; the regulatory environment in which we operate;
and general trends in the local, regional and national banking industry and economy. Many of these
risks, as well as other risks that may have a material adverse impact on our operations and
business, are identified in our filings with the SEC. However, you should be aware that these
factors are not an exhaustive list, and you should not assume these are the only factors that may
cause our actual results to differ from our expectations. In addition, you should note that we do
not intend to update any of the forward-looking statements or the uncertainties that may adversely
impact those statements.
OVERVIEW
GENERAL
Northrim BanCorp, Inc. (the Company) is a publicly traded bank holding company (Nasdaq: NRIM)
with four wholly-owned subsidiaries: Northrim Bank (the Bank), a state chartered, full-service
commercial bank, Northrim Investment Services Company (NISC), which we formed in November 2002 to
hold the Companys equity interest in Elliott Cove Capital Management LLC (Elliott Cove), an
investment advisory services company; Northrim Capital Trust 1 (NCT1), an entity that we formed
in May 2003 to facilitate a trust preferred securities offering by the Company, and Northrim
Statutory Trust 2 (NST2), an entity that we formed in December 2005 to facilitate a trust
preferred securities offering by the Company. The Company also holds a 24% interest in the profits
and losses of a residential mortgage holding company, Residential Mortgage Holding Company, LLC
(RML Holding Company), through the Banks wholly-owned subsidiary, Northrim Capital Investments
Co. (NCIC). Residential Mortgage LLC (RML), the predecessor of RML Holding Company, was formed
in 1998 and has offices throughout Alaska. We also operate in the Washington and Oregon market
areas through Northrim Funding Services (NFS), a division of the Bank that we started in the
third quarter of 2004. This division also began operating in Alaska in the second quarter of 2008.
NFS purchases accounts receivable from its customers and provides them with working capital. In
addition, through NCIC, we hold a 50.1% interest in Northrim Benefits Group, LLC (NBG), an
insurance brokerage company that focuses on the sale and servicing of employee benefit plans. In
the first quarter of 2006, through NISC, we purchased a 24% interest in Pacific Wealth Advisors,
LLC (PWA), an investment advisory and wealth management business located in Seattle, Washington.
Finally, in the third quarter of 2008, the Bank formed
another wholly-owned subsidiary, Northrim Building, LLC (NBL), which owns and operates the
Companys main office facility at 3111 C Street in Anchorage. NBL purchased the building in the
third quarter of 2008.
CRITICAL ACCOUNTING POLICIES
The accounting and reporting policies of the Company conform with U.S. generally accepted
accounting principles (GAAP). The Companys accounting policies are fundamental to understanding
managements discussion and analysis of results of operations and financial condition. The Company
has identified three policies as being critical because they require management to make estimates,
assumptions and judgments that affect the reported amount of assets and liabilities, contingent
assets and liabilities, and revenues and expenses included in the consolidated financial
statements. The judgments and assumptions used by management are based on historical experience
and other factors, which are believed to be reasonable under the circumstances. Circumstances and
events that differ significantly from those underlying the Companys estimates, assumptions and
judgments could cause the actual amounts reported to differ significantly from these estimates.
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The Companys critical accounting policies include those that address the accounting for the
allowance for loan losses, the valuation of goodwill and other intangible assets, and the valuation
of other real estate owned. The Company has not made any significant changes in its critical
accounting policies or its estimates and assumptions from those disclosed in its Form 10-K as of
December 31, 2008. These critical accounting policies are further described in Managements
Discussion and Analysis and in Note 1, Summary of Significant Accounting Policies, of the Notes to
Consolidated Financial Statements in the Companys Form 10-K as of December 31, 2008. Management
has applied its critical accounting policies and estimation methods consistently in all periods
presented in these financial statements.
Several new accounting pronouncements became effective for the Company on January 1, 2009. See
Note 2 of the Notes to the Consolidated Financial Statements in this Form 10-Q for a summary of the
pronouncements and discussion of the impact of their adoption on the Companys consolidated
financial statements.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
See note 2 of the Notes to the Consolidated Financial Statements in this Form 10-Q for further
details.
SUMMARY OF THIRD QUARTER RESULTS
At September 30, 2009, the Company had assets of $985.7 million and gross loans of $674.2 million,
decreases of 2% and 4%, respectively, as compared to the balances for these accounts at September
30, 2008. As compared to balances at December 31, 2008, total assets and total loans at September
30, 2009 decreased by 2% and 5%, respectively. The Companys net income and diluted earnings per
share for the three months ended September 30, 2009, were $1.9 million and $0.30, respectively,
increases of 26% and 25%, respectively, as compared to the same period in 2008. For the quarter
ended September 30, 2009, the Companys net interest income increased by $646,000, or 6%, its
provision for loan losses decreased by $626,000, or 31%, its other operating income increased
$158,000, or 5%, and its other operating expenses increased by $972,000, or 10%, as compared to the
third quarter a year ago.
RESULTS OF OPERATIONS
NET INCOME
Net income attributable to Northrim Bancorp for the quarter ended September 30, 2009, was $1.9
million or $0.30 per diluted share, increases of 26% and 25%, respectively, as compared to net
income of $1.6 million and diluted earnings per share of $0.24, respectively, for the third quarter
of 2008.
The increase in net income attributable to Northrim Bancorp for the three-month period ending
September 30, 2009 as compared to the same period a year ago was the result of an increase in net
interest income of $646,000, a decrease in the loan loss provision of $626,000 and an increase in
other operating income of $158,000. These increases were partially offset by a $972,000 increase
in other operating expenses and a $59,000 increase in the provision for income taxes for the
three-month period ending September 30, 2009 as compared to the same period a year ago. The Other
Operating Income, Other Operating Expense, Net Interest Income, Analysis of Allowance for Loan
Losses and Loan Loss Provision and Income Taxes sections of Item 2 in this Form 10-Q discuss these
changes further.
Net income attributable to Northrim Bancorp for the nine months ended September 30, 2009, was $5.8
million, or $0.90 per diluted share, increases of 13% and 15%, respectively, as compared to net
income of $5.1 million and diluted earnings per diluted share of $0.78, respectively, for the same
period in 2008.
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The increase in net income attributable to Northrim Bancorp for the nine-month period ending
September 30, 2009 as compared to the same period a year ago was the result of an increase in other
operating income of $2.1 million, a decrease in the loan loss provision of $833,000, and a $29,000
decrease in the provision for income taxes. These changes were partially offset by a $2.1 million
increase in other operating expenses and a $173,000 decrease in net interest income for the
nine-month period ending September 30, 2009 as compared to the same period a year ago. The Other
Operating Income, Other Operating Expense, Net Interest Income, Analysis of Allowance for Loan
Losses and Loan Loss Provision and Income Taxes sections of Item 2 in this Form 10-Q discuss these
changes further.
NET INTEREST INCOME
The primary component of income for most financial institutions is net interest income, which
represents the institutions interest income from loans and investment securities minus interest
expense, ordinarily on deposits and other interest bearing liabilities. Both the Companys loans
and deposits consist largely of variable interest rate arrangements, with the result that as loans
and deposits reprice, the Company can expect fluctuations in net interest income. Net interest
income for the third quarter of 2009 increased $646,000 million, or 6%, to $11.7 million from $11.1
million in the third quarter of 2008 because of larger reductions in interest expense, accompanied
by a smaller decrease in the yields on the Companys interest-earning assets. Net interest income
for the nine-month period ending September 30, 2009 decreased $173,000, or less than 1%, to $34.6
million from $34.8 million in the same period in 2008 due to a decrease in interest income,
accompanied by a smaller decrease in interest expense. The following table compares average
balances and rates for the quarters and nine-month periods ending September 30, 2009 and 2008:
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Three Months Ended September 30, | ||||||||||||||||||||||||||||
Average Yields/Costs | ||||||||||||||||||||||||||||
Average Balances | Change | Tax Equivalent | ||||||||||||||||||||||||||
2009 | 2008 | $ | % | 2009 | 2008 | Change | ||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Commercial |
$ | 252,224 | $ | 284,317 | $ | (32,093 | ) | -11 | % | 7.22 | % | 7.32 | % | -0.10 | % | |||||||||||||
Construction/development |
83,199 | 118,832 | (35,633 | ) | -30 | % | 8.63 | % | 8.02 | % | 0.61 | % | ||||||||||||||||
Commercial real estate |
293,236 | 251,864 | 41,372 | 16 | % | 6.82 | % | 7.38 | % | -0.56 | % | |||||||||||||||||
Home equity
lines and other consumer |
46,655 | 51,874 | (5,219 | ) | -10 | % | 6.73 | % | 6.85 | % | -0.12 | % | ||||||||||||||||
Real estate loans for sale |
411 | | 411 | NA | -13.32 | % | NA | NA | ||||||||||||||||||||
Other loans |
(853 | ) | (226 | ) | (627 | ) | 277 | % | ||||||||||||||||||||
Total loans |
674,872 | 706,661 | (31,789 | ) | -4 | % | 7.19 | % | 7.52 | % | -0.33 | % | ||||||||||||||||
Short-term investments |
49,609 | 40,823 | 8,786 | 22 | % | 0.24 | % | 2.56 | % | -2.32 | % | |||||||||||||||||
Long-term investments |
143,979 | 124,986 | 18,993 | 15 | % | 3.23 | % | 3.88 | % | -0.65 | % | |||||||||||||||||
Total investments |
193,588 | 165,809 | 27,779 | 17 | % | 2.45 | % | 3.55 | % | -1.10 | % | |||||||||||||||||
Interest-earning assets |
868,460 | 872,470 | (4,010 | ) | 0 | % | 6.13 | % | 6.77 | % | -0.64 | % | ||||||||||||||||
Nonearning assets |
104,378 | 115,804 | (11,426 | ) | -10 | % | ||||||||||||||||||||||
Total |
$ | 972,838 | $ | 988,274 | $ | (15,436 | ) | -2 | % | |||||||||||||||||||
Interest-bearing liabilities |
$ | 606,150 | $ | 649,004 | $ | (42,854 | ) | -7 | % | 1.08 | % | 2.12 | % | -1.04 | % | |||||||||||||
Demand deposits |
247,647 | 224,290 | 23,357 | 10 | % | |||||||||||||||||||||||
Other liabilities |
9,346 | 9,865 | (519 | ) | -5 | % | ||||||||||||||||||||||
Equity |
109,695 | 105,115 | 4,580 | 4 | % | |||||||||||||||||||||||
Total |
$ | 972,838 | $ | 988,274 | $ | (15,436 | ) | -2 | % | |||||||||||||||||||
Net tax equivalent margin on earning assets |
5.38 | % | 5.10 | % | 0.28 | % | ||||||||||||||||||||||
Nine Months Ended September 30, | ||||||||||||||||||||||||||||
Average Yields/Costs | ||||||||||||||||||||||||||||
Average Balances | Change | Tax Equivalent | ||||||||||||||||||||||||||
2009 | 2008 | $ | % | 2009 | 2008 | Change | ||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Commercial |
$ | 269,926 | $ | 282,850 | $ | (12,924 | ) | -5 | % | 7.01 | % | 7.58 | % | -0.57 | % | |||||||||||||
Construction/development |
87,644 | 125,248 | (37,604 | ) | -30 | % | 7.91 | % | 8.69 | % | -0.78 | % | ||||||||||||||||
Commercial real estate |
281,828 | 247,150 | 34,678 | 14 | % | 6.96 | % | 7.57 | % | -0.61 | % | |||||||||||||||||
Consumer |
48,439 | 51,660 | (3,221 | ) | -6 | % | 6.79 | % | 6.96 | % | -0.17 | % | ||||||||||||||||
Real estate loans for sale |
6,310 | | 6,310 | NA | 4.43 | % | NA | NA | ||||||||||||||||||||
Other loans |
(1,359 | ) | (995 | ) | (364 | ) | 37 | % | ||||||||||||||||||||
Total loans |
692,788 | 705,913 | (13,125 | ) | -2 | % | 7.08 | % | 7.77 | % | -0.69 | % | ||||||||||||||||
Short-term investments |
37,192 | 41,959 | (4,767 | ) | -11 | % | 0.43 | % | 2.53 | % | -2.10 | % | ||||||||||||||||
Long-term investments |
138,527 | 133,193 | 5,334 | 4 | % | 3.40 | % | 4.31 | % | -0.91 | % | |||||||||||||||||
Total investments |
175,719 | 175,152 | 567 | 0 | % | 2.78 | % | 3.90 | % | -1.12 | % | |||||||||||||||||
Interest-earning assets |
868,507 | 881,065 | (12,558 | ) | -1 | % | 6.21 | % | 7.00 | % | -0.79 | % | ||||||||||||||||
Nonearning assets |
107,566 | 104,783 | 2,783 | 3 | % | |||||||||||||||||||||||
Total |
$ | 976,073 | $ | 985,848 | $ | (9,775 | ) | -1 | % | |||||||||||||||||||
Interest-bearing liabilities |
$ | 625,661 | $ | 664,546 | $ | (38,885 | ) | -6 | % | 1.19 | % | 2.22 | % | -1.03 | % | |||||||||||||
Demand deposits |
233,261 | 207,551 | 25,710 | 12 | % | |||||||||||||||||||||||
Other liabilities |
8,994 | 9,929 | (935 | ) | -9 | % | ||||||||||||||||||||||
Equity |
108,157 | 103,822 | 4,335 | 4 | % | |||||||||||||||||||||||
Total |
$ | 976,073 | $ | 985,848 | $ | (9,775 | ) | -1 | % | |||||||||||||||||||
Net tax equivalent margin on earning assets |
5.36 | % | 5.31 | % | 0.05 | % | ||||||||||||||||||||||
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Interest-earning assets averaged $868.5 million and $872.5 million for the three-month periods
ending September 30, 2009 and 2008, respectively, a decrease of $4 million, or less than 1%. The
tax equivalent yield on interest-earning assets averaged 6.13% and 6.77%, respectively, for the
three-month periods ending September 30, 2009 and 2008, respectively, a decrease of 64 basis
points. Interest-earning assets averaged $868.5 million and $881.1 million for the nine-month
periods ending September 30, 2009 and 2008, respectively, a decrease of $12.6
million, or 1%. The tax equivalent yield on interest-earning assets averaged 6.21% and 7%,
respectively, for the nine-month periods ending September 30, 2009 and 2008, respectively, a
decrease of 79 basis points.
Average loans, the largest category of interest-earning assets, decreased by $31.8 million, or 4%,
to an average of $674.9 million in the third quarter of 2009 from $706.7 million in the third
quarter of 2008. During the nine-month period ending September 30, 2009, loans decreased by $13.1
million, or 2%, to an average of $692.8 million from an average of $705.9 million for the
nine-month period ending September 30, 2008. Commercial, construction and home equity lines and
other consumer loans decreased by $32.1 million, $35.6 million and $5.2 on average, respectively,
between the third quarters of 2009 and 2008. Commercial real estate loans increased by $41.4
million on average between the third quarters of 2009 and 2008. During the nine-month period
ending September 30, 2009, commercial, construction and home equity lines and other consumer loans
decreased by $12.9 million, $37.6 million, and $3.2 million, respectively, on average as compared
to the nine-month period ending September 30, 2008. Commercial real estate loans increased $34.7
million on average between the nine-month periods ending September 30, 2009 and September 30, 2008.
Additionally, the Company had $6.3 million in real estate loans for sale on average in the nine
month period ended September 30, 2009 and no real estate loans for sale during the same period in
2008. The decline in the loan portfolio resulted from a combination of refinance and loan payoff
activity and a decrease in construction loan originations. The yield on the loan portfolio
averaged 7.19% for the third quarter of 2009, a decrease of 33 basis points from 7.52% over the
same quarter a year ago. During the nine-month period ending September 30, 2009, the yield on the
loan portfolio averaged 7.08%, a decrease of 69 basis points from 7.77% over the same nine-month
period in 2008. See the Loan and Lending Activities section for discussion about the Companys
expectations for future activity in the loan portfolio.
Average investments increased $27.8 million, or 17%, to $193.6 million for the third quarter of
2009 from $165.8 million in the third quarter of 2008. For the nine-month period ending September
30, 2009, average investments increased $567,000, or less than 1%, to $175.7 million from $175.2
million in the same period in 2008.
Interest-bearing liabilities averaged $606.2 million for the third quarter of 2009, a decrease of
$42.9 million, or 7%, compared to $649 million for the same period in 2008. For the nine-month
period ending September 30, 2009, interest-bearing liabilities averaged $625.7 million, a decrease
of $38.9 million, or 6%, compared to $664.5 million for the same period in 2008. The average cost
of interest-bearing liabilities decreased 104 basis points to 1.08% for the third quarter of 2009
compared to 2.12% for the third quarter of 2008. The average cost of interest-bearing liabilities
decreased 103 basis points to 1.19% for the nine-month period ending September 30, 2009 as compared
to 2.22% for the same period in 2008. The decrease in the average cost of funds in 2009 as
compared to 2008 is largely due to the interest rate cuts by the Federal Reserve that were made
throughout 2008. As a result, many other interest rates declined during the year, which
contributed to a decline in deposit rates.
The Companys net interest income as a percentage of average interest-earning assets (net
tax-equivalent margin) was 5.38% and 5.36%, respectively, for the three and nine-month periods
ending September 30, 2009 as compared to 5.10% and 5.31% for the same periods in 2008. The
decrease in funding costs coupled with smaller decreases in the yields on its earning assets for
both the three and nine-month periods ending September 30, 2009 resulted in an increase in net
tax-equivalent margin.
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OTHER OPERATING INCOME
The following table breaks out the components of and changes in Other Operating Income between the
three and nine-month periods ending September 30, 2009 and 2008:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
2009 | 2008 | $ Chg | % Chg | 2009 | 2008 | $ Chg | % Chg | |||||||||||||||||||||||||
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||||||||||||||||||
Service charges on deposit accounts |
$ | 791 | $ | 841 | $ | (50 | ) | -6 | % | $ | 2,269 | $ | 2,591 | $ | (322 | ) | -12 | % | ||||||||||||||
Purchased receivable income |
474 | 712 | (238 | ) | -33 | % | 1,706 | 1,763 | (57 | ) | -3 | % | ||||||||||||||||||||
Employee benefit plan income |
469 | 398 | 71 | 18 | % | 1,282 | 1,057 | 225 | 21 | % | ||||||||||||||||||||||
Electronic banking fees |
463 | 343 | 120 | 35 | % | 1,124 | 881 | 243 | 28 | % | ||||||||||||||||||||||
Equity in earnings from mortgage affiliate |
385 | 210 | 175 | 83 | % | 1,997 | 516 | 1,481 | 287 | % | ||||||||||||||||||||||
Rental income |
206 | 213 | (7 | ) | -3 | % | 620 | 240 | 380 | 158 | % | |||||||||||||||||||||
Merchant credit card transaction fees |
152 | 134 | 18 | 13 | % | 305 | 351 | (46 | ) | -13 | % | |||||||||||||||||||||
Loan servicing fees |
89 | 105 | (16 | ) | -15 | % | 387 | 355 | 32 | 9 | % | |||||||||||||||||||||
Equity in loss from Elliott Cove |
(13 | ) | (17 | ) | 4 | -24 | % | (106 | ) | (70 | ) | (36 | ) | 51 | % | |||||||||||||||||
Gain on sale of securities available for sale, ne |
t 24 | 46 | (22 | ) | -48 | % | 220 | 146 | 74 | 51 | % | |||||||||||||||||||||
Gain on sale of other real estate owned, net |
201 | 13 | 188 | 1446 | % | 424 | (5 | ) | 429 | -8580 | % | |||||||||||||||||||||
Other income |
119 | 204 | (85 | ) | -42 | % | 364 | 650 | (286 | ) | -44 | % | ||||||||||||||||||||
Total |
$ | 3,360 | $ | 3,202 | $ | 158 | 5 | % | $ | 10,5 | 92 $8,475 | $ | 2,117 | 25 | % | |||||||||||||||||
Total other operating income for the third quarter of 2009 was $3.4 million, an increase of
$158,000 from $3.2 million in the third quarter of 2008. Total other operating income for the nine
months ending September 30, 2009 was $10.6 million, an increase of $2.1 million from $8.5 million
in the same period in 2008. The increase in total other operating income was due primarily to
increases in income from our equity in earnings from our mortgage affiliate and gain on the sales
of other real estate owned.
Service charges on the Companys deposit accounts decreased by $50,000 and $322,000, respectively,
or 6% and 12%, to $791,000 and $2.3 million for the three and nine-month periods ending September
30, 2009, as compared to $841,000 and $2.6 million for the same periods in 2008. The decrease in
service charges was primarily the result of a decrease in fees collected on nonsufficient funds
transactions due to a decrease in the number of overdraft transactions processed during the three
and nine-month periods ending September 30, 2009.
Income from the Companys purchased receivable products decreased by $238,000, or 33%, to $474,000
for the three-month period ending September 30, 2009 as compared to $712,000 for the same period
ending in September 30, 2008. Income from the Companys purchased receivable products decreased by
$57,000, or 3%, to $1.7 million for the nine-month period ending September 30, 2009 as compared to
$1.8 million for the same period in 2008. The Company uses these products to purchase accounts
receivable from its customers and provide them with working capital for their businesses. While the
customers are responsible for collecting these receivables, the Company mitigates this risk with
extensive monitoring of the customers transactions and control of the proceeds from the collection
process. The Company expects the income level from this product to fluctuate as the Company adds
new customers while some of its existing customers will move into different products to meet their
working capital needs. For example, at the end of the three-month period ending March 31, 2009, one
of the Companys purchased receivable customers sold a portion of its business and used those
proceeds to repay its purchased receivable balance which accounted for a most of the decrease in
purchased receivable revenues for the three and nine-month periods ending September 30, 2009 as
compared to revenues for the same periods in 2008.
Employee benefit plan income from NBG was $469,000 and $1.3 million, respectively, for the three
and nine-month periods ending September 30, 2009 as compared to $398,000 and $1.1 million for the
same periods in 2008 for increases of $71,000 and $225,000, respectively, or 18% and 21%. This
increase in employee benefit plan income is a reflection of NBGs ability to provide additional
products and services to an increasing client base.
The Companys electronic banking revenue increased by $120,000 and $243,000, respectively, or 35%
and 28%, for the three and nine-month periods ending September 30, 2009 to $463,000 and $1.1
million from $343,000 and $881,000 at September 30, 2008. These increases resulted from additional
fees collected from increased point-of-sale and ATM transactions. The point-of-sale and ATM fees
have increased as a result of
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the increased number of deposit accounts that the Company has
acquired through the marketing of the high performance
checking (HPC) product and overall continued increased usage of point-of-sale transactions by the
entire customer base.
The Companys share of the earnings from its 24% interest in its mortgage affiliate, RML, increased
by $175,000 and $1.5 million, respectively, to $385,000 and $2 million during the three and
nine-month periods ending September 30, 2009 as compared to $210,000 and $516,000 in the same
periods in 2008. The increase in earnings resulted from increased refinance activity that began in
the fourth quarter of 2008 and continued through the third quarter of 2009. The Company expects
that the level of mortgage refinance activity will decrease in the fourth quarter in 2009, which
will result in the Company receiving a lower level of earnings from its interest in RML.
Rental income decreased by $7,000 and increased by $380,000, respectively, or 3% and 158%, to
$206,000 and $620,000 for the three and nine-month periods ending September 30, 2009 from $213,000
and $240,000 for the same periods in 2008. The Company purchased its main office facility through
NBL in July 2008. The Company leases approximately 40% of the building to other companies and
earned $189,000 and $567,000, respectively, from these leases in the three and nine-month periods
ending September 30, 2009.
Merchant credit card transaction fees increased by $18,000 and decreased by $46,000, respectively,
or 13% each, to $152,000 and $305,000 for the three and nine-month periods ending September 30,
2009 from $134,000 and $351,000 for the same periods in 2008. This decrease for the nine-month
period ending September 30, 2009 as compared to the same period in 2008 resulted from both a
decrease in the number of transactions processed by merchants and a decrease in average transaction
fees due to competitive pressures.
Loan servicing fees decreased by $16,000 and increased by $32,000, respectively, or 15% and 9%,
respectively, to $89,000 and $387,000 for the three and nine-month periods ending September 30,
2009 from $105,000 and $355,000 for the same periods in 2008. The increase for the nine-month
period ending September 30, 2009 as compared to the same period in 2008 was the result of fees on
real estate loans that have been sold. There were no fees on real estate loans sold in the third
quarter of 2009 or 2008. The decrease in loan servicing fees for the third quarter of 2009 as
compared to the same period in 2008 was primarily due to decreases in late fees on real estate and
construction loans.
The Companys share of losses from its 48% interest in Elliott Cove decreased by $4,000 and
increased by $36,000, respectively, or 24% and 51%, respectively, to losses of $13,000 and $106,000
for the three and nine-month periods ending September 30, 2009 from losses of $17,000 and $70,000
for the same periods in 2008. The increased losses from Elliott Cove resulted from a decrease in
Elliott Coves revenues that was caused by a decrease in its assets under management for the
nine-month periods ending September 30, 2009. In contrast, in the three-month period ending
September 30, 2009, the loss from Elliott Cove decreased as its revenues increased due to an
increase in its assets under management.
Gain on sale of securities available for sale decreased by $22,000, or 48%, and increased by
$74,000, or 51%, respectively, for the three and nine-month periods ending September 30, 2009 as
compared to the same periods in 2008. The Company sold one security in the third quarter of 2009
and three securities in the nine-month period ending September 30, 2009. The Company sold three
securities in the third quarter of 2008 and four securities in the nine-month period ending
September 30, 2008.
The Company recognized $201,000 and $424,000, respectively, in net gains on the sale of other real
estate owned in the three and nine-month periods ending September 30, 2009. During the third
quarter of 2009, the Company sold five condominium units, five residential lots, three single
family residences and two commercial properties. In addition to these properties, the Company also
sold ten condominiums, eleven residential lots and six single family residences in the six-month
period ending June 30, 2009, with most of the property located in the greater Anchorage area. The
Company recognized $13,000 in net gains and $5,000 in net losses, respectively, on the sale of
other real estate owned in the three and nine-month periods ending September 30, 2008. During the
third quarter of 2008, the Company sold one single family residence, one condominium and two
residential lots. In addition to these properties, the Company also sold one residential lot in
the six-month period ending June 30, 2008.
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Other income decreased by $85,000 and $286,000, respectively, or 42% and 44%, during the three and
nine-month periods ending September 30, 2009 to $119,000 and $364,000 from $204,000 and $650,000 in
the same periods in 2008. These decreases were primarily the result of decreases in the Companys
commissions from the sale of Elliott Cove products as well as losses incurred by the Companys
affiliate PWA. Additionally, the Company received $56,000 in proceeds in the first quarter of 2008
for the mandatory partial redemption of the Companys Class B common stock in VISA Inc.
EXPENSES
Other Operating Expense
The following table breaks out the components of and changes in Other Operating Expense between the
three and nine-month periods ending September 30, 2009 and 2008:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
2009 | 2008 | $ Chg | % Chg | 2009 | 2008 | $ Chg | % Chg | |||||||||||||||||||||||||
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||||||||||||||||||
Salaries and other personnel expense |
$ | 5,730 | $ | 5,135 | $ | 595 | 12 | % | $ | 16,889 | $ | 15,978 | $ | 911 | 6 | % | ||||||||||||||||
Occupancy |
977 | 875 | 102 | 12 | % | 2,789 | 2,538 | 251 | 10 | % | ||||||||||||||||||||||
Prepayment penalty on long term debt |
718 | | 718 | NA | 718 | | 718 | NA | ||||||||||||||||||||||||
Insurance expense |
502 | 491 | 11 | 2 | % | 2,266 | 1,085 | 1,181 | 109 | % | ||||||||||||||||||||||
Professional and outside services |
374 | 411 | (37 | ) | -9 | % | 1,061 | 1,143 | (82 | ) | -7 | % | ||||||||||||||||||||
Marketing |
317 | 391 | (74 | ) | -19 | % | 951 | 1,172 | (221 | ) | -19 | % | ||||||||||||||||||||
OREO expense, including impairment |
304 | 395 | (91 | ) | -23 | % | 1,148 | 1,530 | (382 | ) | -25 | % | ||||||||||||||||||||
Equipment, net |
286 | 316 | (30 | ) | -9 | % | 887 | 903 | (16 | ) | -2 | % | ||||||||||||||||||||
Intangible asset amortization |
82 | 89 | (7 | ) | -8 | % | 247 | 265 | (18 | ) | -7 | % | ||||||||||||||||||||
Purchased receivable losses |
16 | | 16 | N/A | | (13 | ) | 13 | -100 | % | ||||||||||||||||||||||
Other expense |
1,561 | 1,792 | (231 | ) | -13 | % | 4,963 | 5,177 | (214 | ) | -4 | % | ||||||||||||||||||||
Total |
$ | 10,867 | $ | 9,895 | $ | 972 | 10 | % | $ | 31,919 | $ | 29,778 | $ | 2,141 | 7 | % | ||||||||||||||||
- |
Total other operating expense for the third quarter of 2009 was $10.9 million, an increase of
$972,000 from $9.9 million in the third quarter of 2008. This increase in total other operating
expense was primarily due to a prepayment penalty on long term debt and increased salary and
benefits costs. Total other operating expense for the nine month period ended September 30, 2009
was $31.9 million, an increase of $2.1 million from $29.8 million in the same period in 2008. This
increase in total other operating expense was primarily due to increases in insurance expense,
salary and benefit costs and the prepayment penalty. These increases were partially offset by
decreases in expenses related to the Companys OREO properties and marketing expenses.
Salaries and benefits increased by $595,000 and $911,000, respectively, or 12% and 6%, for the
three and nine-month periods ending September 30, 2009 as compared to the same periods a year ago
due primarily to increased salaries and group medical costs.
Occupancy expense increased by $102,000 and $251,000, respectively, or 12% and 10%, for the three
and nine-month periods ending September 30, 2009 as compared to the same periods in 2008. The
increase for the third quarter of 2009 as compared to the same period last year was primarily due to
increased repair and maintenance costs and increased utility costs. The increase for the nine
months ended September 30, 2009 as compared to the same period in 2008 is due to the Companys
acquisition of its main office facility for $12.9 million on July 1, 2008.
The Company incurred a prepayment penalty of $718,000 when it paid off two long term borrowings
from the Federal Home Loan Bank of Seattle totaling $9.9 million in September of 2009. There were
no early payoffs of borrowings in 2008. See the Borrowings section for further discussion of the
payoff in 2009.
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Insurance expense increased by $11,000 and $1.2 million, respectively, or 2% and 109%, to $502,000
and $2.3 million for the three and nine-month periods ending September 30, 2009 from $491,000 and
$1.1 million in the same periods in 2008. FDIC insurance expense increased by $278,000 and $1.5
million for the three and nine-month periods ending September 30, 2009 as compared to the same
periods in 2008 due to changes in the assessment of FDIC insurance premiums. In addition to this
increase, the FDIC made a special assessment on all FDIC insured financial institutions in the
second quarter of 2009 that was in addition to the regular quarterly assessments for deposit
insurance. This special assessment was designed to add reserves to the FDIC insurance fund and
totaled $431,000 for the Company. The FDIC has indicated that it may make another special
assessment in a similar amount later in 2009 depending upon the status of the FDIC insurance fund.
These increases in FDIC insurance premiums were partially offset by decreases in insurance expense
attributable to increases in the cash surrender value of assets held under the Companys Keyman
insurance policies during the nine-month period ending September 30, 2009. The decreases in Keyman
insurance completely offset the increased FDIC insurance costs during the three-month period ending
September 30, 2009.
Professional and outside services decreased by $37,000 and $82,000, or 9% and 7%, for the three and
nine-month periods ending September 30, 2009 as compared to the same periods a year ago. The
decrease for the third quarter of 2009 as compared to the third quarter of 2008 was primarily due
to decreases in consulting and accounting fees $26,000 and $21,000, respectively. The decrease for
the nine months ending September 30, 2009 as compared to the same period in 2008 was due to
decreases in consulting fees and other outside services of $141,000 and $73,000, respectively.
These decreases were partially offset by an increase in accounting fees of $78,000. The decreases
in consulting fees were primarily due to the fact that in 2008, the Company paid fees to former
Alaska First employees for services rendered to facilitate the transition of Alaska First
operations to the Company. No fees were paid to former Alaska First employees in 2009. The
decreases in other outside services are primarily due to decreases in fees paid for out-sourced
internal audit services. The offsetting increase in accounting fees resulted from fees paid to
consultants for analysis of the Companys goodwill in accordance with GAAP for the year ended
December 31, 2008 and the quarter ended March 31, 2009. See further discussion at Note 3,
Goodwill and Other Intangibles.
Marketing expenses decreased by $74,000 and $221,000, respectively, or 19% each, for the three and
nine-month periods ending September 30, 2009 as compared to the same periods a year ago primarily
due to decreased HPC promotion costs and charitable contributions. While we expect decreased
marketing costs related to the Companys HPC consumer and business products in 2009, we still
expect the Bank to increase its deposit accounts and balances as it continues to utilize the HPC
Program over the next year. Furthermore, the Company expects that the additional deposit accounts
will continue to generate increased fee income that will offset a majority of the marketing costs
associated with the HPC Program.
OREO expenses decreased by $91,000 and $382,000 to $304,000 and $1.1 million, respectively, or 23%
and 25%, for the three and nine-month periods ending September 30, 2009 from $395,000 and $1.5
million in the same periods in 2008. Impairment charges that arose from adjustments to the
Companys estimate of the fair value of certain properties decreased by $64,000 and $546,000,
respectively, for the three and nine-month periods ending September 30, 2009 as compared to the
same periods in 2008. These decreases were partially offset by increases in property management
costs that arose from increased average balances of properties under management in both the three
and nine-month periods ending September 30, 2009. For the remainder of 2009, the Company expects
to incur lower overall OREO expenses due in large part to lower expected impairment charges on its
OREO properties. Although we cannot guarantee that we will be successful, by December 31, 2009,
the Company intends to reduce the total of its loans measured for impairment and OREO by 5% from
September 30, 2009 levels.
Other expense decreased by $231,000 and $214,000, or 13% and 4%, for the three and nine-month
periods ending September 30, 2009 as compared to the same periods in 2008. The primary reason for
the decreases in other expense for both periods was decreases in expenses related to the payment of
costs for taxes, insurance, and other loan collateral expenses associated with the loan collection
process.
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Income Taxes
The provision for income taxes increased by $59,000 in the third quarter of 2009 as compared to the
same period in 2008 primarily due to increased pre-tax income. This increase in the provision for
income taxes was partially offset by increased tax exempt interest income on investments and
decreased nondeductible market losses on the Companys Keyman insurance policies relative to the
level of taxable income for the period. The provision for income taxes decreased by $29,000 for
the nine months ending September 30, 2009 as compared to the same period in 2008 due to increased
tax exempt interest income on investments and decreased nondeductible market losses on the
Companys Keyman insurance policies relative to the level of taxable income. This decrease was
partially offset by increased pre-tax income.
CHANGES IN FINANCIAL CONDITION
ASSETS
Loans and Lending Activities
General: Our loan products include short and medium-term commercial loans, commercial credit
lines, construction and real estate loans, and consumer loans. From our inception, we have
emphasized commercial, land development and home construction, and commercial real estate lending.
These types of lending have provided us with market opportunities and higher net interest margins
than other types of lending. However, they also involve greater risks, including greater exposure
to changes in local economic conditions, than certain other types of lending.
Loans are the highest yielding component of our earning assets. Loans comprised 78% of total
average earning assets for the quarter ending September 30, 2009, compared to 81% of total average
earning assets for the quarter ending September 30, 2008. The yield on loans averaged 7.19% for
the quarter ending September 30, 2009, compared to 7.52% during the same period in 2008. See the
Net Interest Income section for further discussion of average balances and yields for the three and
nine-month periods ending September 30, 2009 and 2008.
The loan portfolio decreased by $37.1 million, or 5%, to $674.2 at September 30, 2009 from $705.2
million at September 30, 2008. Commercial loans decreased $28.6 million, or 10%, construction
loans decreased $31.7 million, or 28%, home equity lines and other consumer loans decreased $5.9
million, or 11%, and commercial real estate loans increased $35 million, or 13% at September 30,
2009 from September 30, 2008. In addition, commercial loans decreased $44 million, or 15%,
construction loans decreased $18.3 million, or 18%, home equity lines and other consumer loans
decreased $5.3 million, or 10%, and commercial real estate loans increased $30 million, or 11%, at
September 30, 2009 from December 31, 2008. The decline in the loan portfolio resulted from a
combination of transfers to OREO of $3.5 million and $6 million in the nine and twelve-month
periods ending September 30, 2009, refinance and loan payoff activity, and a decrease in
construction loan originations. We expect the loan portfolio to increase slightly in the future
with moderate growth in commercial real estate and commercial loans. We expect decreases in
construction loans, due to lower residential construction activity, and also in home equity lines
and other consumer loans as more of these types of loans are paid off due to the increase in
mortgage refinance activity that has resulted from the declines in long term mortgage rates that
began late in the fourth quarter of 2008. Residential construction activity in Anchorage, the
Companys largest market, is expected to continue to decline through 2009 due to a decline in
available building lots and sales activity. While the Company believes it has offset a portion of
this effect by acquiring additional residential construction
customers, it expects that the sales
activity levels in the real estate markets in Anchorage, the Matanuska-Susitna Valley, and the
Fairbanks areas will continue to decrease from the prior year and lead to an overall decline in its
construction loans. In addition, management intends to continue to aggressively reduce its loans
measured for impairment and OREO, much of which is secured by residential construction and land
development loans, which should lead to further decreases in construction loan balances.
Loan Portfolio Composition: At September 30, 2009, 35% of the portfolio was scheduled to mature
over the next 12 months, and 28% was scheduled to mature between July 1, 2010, and September 30,
2014.
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Future growth in loans is generally dependent on new loan demand and deposit growth, and is
constrained by the Companys policy of being well-capitalized. In addition, the fact that 35% of
the loan portfolio is scheduled to mature in the next 12 months poses an added risk to the
Companys efforts to increase its loan totals as it attempts to renew or replace these maturing
loans.
The following table sets forth the Companys loan portfolio composition by loan type for the dates
indicated:
September 30, 2009 | December 31, 2008 | September 30, 2008 | ||||||||||||||||||||||
Dollar | Percent | Dollar | Percent | Dollar | Percent | |||||||||||||||||||
Amount | of Total | Amount | of Total | Amount | of Total | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Commercial |
$ | 249,171 | 37 | % | $ | 293,173 | 41 | % | $ | 277,782 | 39 | % | ||||||||||||
Construction/development |
82,160 | 12 | % | 100,441 | 14 | % | 113,842 | 16 | % | |||||||||||||||
Commercial real estate |
298,828 | 44 | % | 268,864 | 38 | % | 263,812 | 37 | % | |||||||||||||||
Home equity lines and
other consumer |
46,047 | 7 | % | 51,357 | 7 | % | 51,978 | 7 | % | |||||||||||||||
Loans in process |
691 | 0 | % | 163 | 0 | % | 481 | 0 | % | |||||||||||||||
Unearned loan fees, net |
(2,706 | ) | 0 | % | (2,712 | ) | 0 | % | (2,656 | ) | 0 | % | ||||||||||||
Total loans |
$ | 674,191 | 100 | % | $ | 711,286 | 100 | % | $ | 705,239 | 100 | % | ||||||||||||
During 2009, the Company entered into an agreement to purchase residential loans from our
mortgage affiliate, RML Holding Company, in anticipation of higher than normal refinance activity
in the Anchorage market. The Company then sold these loans in the secondary market. The Company
purchased and sold $75.1 million and recognized $64,000 in fee income related to these transactions
in the nine-month period ending September 30, 2009. There were no loans held for sale as of
September 30, 2009, but the Company may resume this program in the future.
Nonperforming Assets: Nonperforming assets consist of nonaccrual loans, accruing loans that are 90
days or more past due, restructured loans, and OREO. The following table sets forth information
with respect to nonperforming assets:
September 30, 2009 | December 31, 2008 | September 30, 2008 | ||||||||||
(Dollars in thousands) | ||||||||||||
Nonaccrual loans |
$ | 22,432 | $ | 20,593 | $ | 15,747 | ||||||
Accruing loans past due 90 days or
more |
2,625 | 5,411 | 4,953 | |||||||||
Restructured loans |
3,800 | | | |||||||||
Total nonperforming loans |
28,857 | 26,004 | 20,700 | |||||||||
Other real estate owned |
10,118 | 12,617 | 12,261 | |||||||||
Total nonperforming assets |
$ | 38,975 | $ | 38,621 | $ | 32,961 | ||||||
Allowance for loan losses |
$ | 13,452 | $ | 12,900 | $ | 13,656 | ||||||
Nonperforming loans to loans |
4.28 | % | 3.66 | % | 2.94 | % | ||||||
Nonperforming assets to total assets |
3.95 | % | 3.84 | % | 3.27 | % | ||||||
Allowance to loans |
2.00 | % | 1.81 | % | 1.94 | % | ||||||
Allowance to nonperforming loans |
47 | % | 50 | % | 66 | % |
Nonaccrual, Accruing Loans 90 Days or More Past Due and Restructured Loans: The Companys financial
statements are prepared based on the accrual basis of accounting, including recognition of interest
income on the Companys loan portfolio, unless a loan is placed on a nonaccrual basis. For
financial reporting purposes, amounts received on nonaccrual loans generally will be applied first
to principal and then to interest only after all principal has been collected.
Restructured loans are those for which concessions, including the reduction of interest rates
below a rate otherwise available to that borrower, have been granted due to the borrowers weakened
financial condition. Interest on restructured loans will be accrued at the restructured rates when
it is anticipated that
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no loss of original principal will occur and the interest can be collected. The Company had
restructured loans of $3.8 million at September 30, 2009, which represents the balance of a
troubled debt restructuring of a $4.6 million loan. The borrower is current with payments and the
loan is at current market rates. If the borrower remains current on this loan, then we expect that
it will be taken out of the troubled debt restructured classification in the first quarter of 2010
and total nonperforming loans will be reduced by $3.8 million at that time. There were no
restructured loans at December 31, 2008 or September 30, 2008.
Total nonperforming loans at September 30, 2009, were $28.9 million, or 4.28%, of total loans, an
increase of $2.9 million from $26.0 million at December 31, 2008, and an increase of $8.2 million
from $20.7 million at September 30, 2008. The increase in the nonperforming loans at September 30,
2009 from the end of 2008 was primarily due to the increase in restructured loans. Additionally,
there were $15 million in new nonaccrual loans in the nine-month period ending September 30, 2009
including one $9 million residential condominium project. These increases were partially offset by
payoffs and pay downs on loans classified as nonaccrual at December 31, 2008. Accruing loans 90
days or more past due at September 30, 2009 decreased to $2.6 million from $5.4 million at December
31, 2008 and $5.0 million at September 30, 2008, primarily from the payoff of one residential land
development loan. The Company plans to continue to devote resources to resolve its nonperforming
loans, and it continues to write down assets to their estimated fair value when they are in a
nonperforming status, which is accounted for in the Companys analysis of impaired loans and its
Allowance.
The increase in nonperforming loans between September 30, 2008 and September 30, 2009 in general
was caused by an increase in nonperforming residential construction and land development loans
which have increased due to several factors. First, there has been a slowdown in the residential
real estate sales cycle in the Companys major markets that has been caused in part by more
restrictive mortgage lending standards that has decreased the number of eligible purchasers for
residential properties. In addition, there has been a decrease in new construction activity. As a
result, inventory levels have remained approximately constant over the last year. Second, the
slowdown in the sales cycle and the decrease in new construction have led to slower absorption of
residential lots. Third, a number of the Companys residential construction and land development
borrowers have been unable to profitably operate in this slower real estate market. As noted
above, as a result of the slower residential real estate market, the Company expects that its level
of lending in this sector will decrease which will lead to a lower level of earnings from this
portion of its loan portfolio.
Impaired Loans: Impaired loans are loans which are currently evaluated for specific impairment in
the Companys allowance for loan loss analysis and may include both performing and nonperforming
loans. At September 30, 2009, December 31, 2008, and September 30, 2008, the Company had impaired
loans of $52.6 million, $79.7 million, and $87.0 million, respectively. A specific allowance of
$2.2 million, $3.2 million, and $4.4 million, respectively, was established for these loans for the
periods noted. The decrease in impaired loans at September 30, 2009, as compared to December 31,
2008, resulted mainly from payoffs, pay-downs, and charge-offs on impaired loans in the areas of
commercial real estate, land development, commercial loans, and residential construction projects.
Additionally, the Company transferred twenty five residential lots in two different developments,
three condominiums and three single family residences to OREO in the nine months ended September
30, 2009. Lastly, one $3.8 million commercial loan was restructured in the third quarter of 2009
and removed from impaired loans. These decreases were partially offset by the addition of three
land development projects, one commercial real estate property, two commercial properties, and one
residential construction project. The decrease in impaired loans at December 31, 2008, as compared
to September 30, 2008, resulted primarily from pay-downs on two land development projects, one
commercial loan and one residential construction project and the transfer of one condominium and
one single family residence to OREO in the three months ended December 31, 2008. These decreases
were partially offset by the addition of one land development project, one commercial loan and one
residential construction project that were not included in impaired loans at September 30, 2008.
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Potential Problem Loans: Potential problem loans are loans which are currently performing and are
not included in nonaccrual, accruing loans 90 days or more past due, or restructured loans at the
end of the applicable period, about which the Company has developed doubts as to the borrowers
ability to comply with present repayment terms and which may later be included in nonaccrual, past
due, restructured loans or impaired loans. At September 30, 2009 the Company had $6.5 million in
potential problem loans, as compared to $26.2 million at September 30, 2008. This decrease is
mainly the result of the reclassification of one $10.1 million residential condominium development
to nonperforming status and payoffs on one $3.3 million land development loan and one $4.6 million
commercial loan. At December 31, 2008, the Company had potential problem loans of $21.6 million.
The decrease from December 31, 2008 to September 30, 2009 is primarily the result of the
reclassification of the same $10.1 million residential condominium development to nonperforming
status, payoff of the same $3.3 million land development loan and the reclassification of three
condominiums totaling $2.6 million to OREO in the nine-month period ending September 30, 2009. Two
of these condominiums were sold in the second quarter of 2009.
Other real estate owned: OREO valuation is a critical accounting policy of the Company. The
carrying value of OREO property is adjusted to the fair value, less cost to sell, of the real
estate by an adjustment to the allowance for loan loss prior to foreclosure. Any subsequent
reduction in the carrying value at acquisition is charged against earnings. Reductions in the
carrying value of other real estate owned subsequent to acquisition are determined based on
managements estimate of the fair value of individual properties.
OREO decreased by $2.5 million to $10.1 million at September 30, 2009 from $12.6 million at
December 31, 2008. This decrease was primarily the result of the sale of thirteen condominiums,
eight residential lots, and seven single family residences that were held at December 31, 2008 and
sold in the nine month period ended September 30, 2009. Proceeds on these sales totaled $5.5
million and resulted in net $320,000 in gains. The Company also sold two condominiums, seven
residential lots, and two single family residences in the nine-month period ending September 30,
2009 that were acquired subsequent to December 31, 2008. Total proceeds and net gain on sales of
OREO property in the nine-month period ending September 30, 2009 were $7.5 million and $424,000,
respectively. Additionally, the Company recorded impairment charges on OREO of $516,000 in the nine
months ended September 30, 2009. The decreases in OREO due to sales and impairment charges were
partially offset by the transfer of $3.5 million in new OREO properties that consisted of forty
residential lots, three condominiums, two single family residences and two commercial properties in
the nine months ended September 30, 2009. Additionally, the Company expended $1.5 million in
capital costs for OREO projects in the nine months ended September 30, 2009.
OREO increased by $356,000 from September 30, 2008 to December 31, 2008. This increase was
primarily the net result of the addition of one single family residence, one commercial lot, one
condominium and two multi-family residences. Additionally, the Company expended $289,000 in
capital costs for OREO projects in the three months ended December 31, 2008. These increases were
partially offset by the sale of five single family residences, one condominium, and one residential
lot for proceeds of $1.9 million in the three-month period ending December 31, 2008. The Company
recognized net gains on the sales of these properties of $49,000 in the three months ended December
31, 2008.
At September 30, 2009, the OREO portfolio consists of a $2.5 million, 3-story condominium project,
a $1.3 million lot development project adjacent to a $3.1 million, townhome-style condominium
project, a $1.2 million single-family housing development project, one condominium unit valued at
$778,000, several residential lots valued at $663,000, one commercial building totaling $498,000,
and three other residential properties totaling approximately $156,000.
Management is aggressively attempting to reduce the outstanding loans measured for impairment and
OREO. Although we cannot guarantee that we will be successful, by December 31, 2009, the Company
intends to reduce its loans measured for impairment and OREO by 5% from September 30, 2009 levels.
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Analysis of Allowance for Loan Losses and Loan Loss Provision: The Company maintains an Allowance
to reflect inherent losses from its loan portfolio as of the balance sheet date. The Allowance is
a critical accounting policy and is maintained at a level determined by management to be adequate
to provide for probable losses inherent in the loan portfolio at the balance sheet date. The
Allowance is reported as a reduction of outstanding loan balances and is decreased by loan
charge-offs, increased by loan recoveries, and increased by provisions for loan losses. Our
periodic evaluation of the adequacy of the Allowance is based on such factors as our past loan loss
experience, known and inherent risks in the portfolio, adverse situations that have occurred but
are not yet known that may affect the borrowers ability to repay, the estimated value of
underlying collateral, and economic conditions. Since we utilize information currently available to
evaluate the Allowance, the Allowance is subjective and may be adjusted in the future depending on
changes in economic conditions or other factors.
In determining its total Allowance, the Company first estimates a specific allowance for impaired
loans. This analysis is based upon a specific analysis for each impaired loan, including
appraisals on loans secured by real property, managements assessment of the current market, recent
payment history and an evaluation of other sources of repayment. With regard to our appraisal
process, the Company obtains appraisals on real and personal property that secure its loans during
the loan origination process in accordance with regulatory guidance and its loan policy. The
Company obtains updated appraisals on loans secured by real or personal property based upon its
assessment of changes in the current market or particular projects or properties, information from
other current appraisals, and other sources of information. The Company uses the information
provided in these updated appraisals along with its evaluation of all other information available
on a particular property as it assesses the collateral coverage on its performing and nonperforming
loans and the impact that may have on the adequacy of its Allowance.
The Company then estimates an allowance for all loans that are not impaired. This allowance is
based on loss factors applied to loans that are quality graded according to an internal risk
classification system (classified loans). The Companys internal risk classifications are based
in large part upon regulatory definitions for classified loans. The loss factors that the Company
applies to each group of loans within the various risk classifications are based on industry
standards, historical experience and managements judgment.
Portfolio components also receive specific attention in the Allowance analysis when those
components constitute a significant concentration as a percentage of the Companys capital, when
current market or economic conditions point to increased scrutiny, or when historical or recent
experience suggests that additional attention is warranted in the analysis process.
Once the Allowance is determined using the methodology described above, management assesses the
adequacy of the overall Allowance through an analysis of the size and mix of the loan portfolio,
historical and recent credit performance of the loan portfolio (including the absolute level and
trends in delinquencies and impaired loans), industry metrics and ratio analysis.
Our banking regulators, as an integral part of their examination process, periodically review the
Companys Allowance. Our regulators may require the Company to recognize additions to the allowance
based on their judgments related to information available to them at the time of their
examinations.
We recognize the determination of the Allowance is sensitive to the assigned credit risk ratings
and inherent loss rates at any given point in time. Therefore, we perform a sensitivity analysis to
provide insight regarding the impact that adverse changes in risk ratings may have on our
Allowance. The sensitivity analysis does not imply any expectation of future deterioration in our
loans risk ratings and it does not necessarily reflect the nature and extent of future changes in
the Allowance due to the numerous quantitative and qualitative factors considered in determining
our Allowance. At September 30, 2009, in the event that one percent of our loans were downgraded
from the pass category to the special mention category within our current allowance
methodology, the Allowance would have increased by approximately $324,000.
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Based on our methodology and its components, management believes the resulting Allowance is
adequate and appropriate for the risk identified in the Companys loan portfolio. Given current
processes employed by the Company, management believes the risk ratings and inherent loss rates
currently assigned are appropriate. It is possible that others, given the same information, may at
any point in time reach different reasonable conclusions that could be material to the Companys
financial statements. In addition, current risk ratings and fair value estimates of collateral are
subject to change as we continue to review loans within our portfolio and as our borrowers are
impacted by economic trends within their market areas. Although we have established an Allowance
that we consider adequate, there can be no assurance that the established Allowance will be
sufficient to offset losses on loans in the future.
The Allowance was $13.5 million, or 2%, of total loans outstanding, at September 30, 2009, compared
to $13.7 million, or 1.94%, of total loans at September 30, 2008 and $12.9 million, or 1.81% of
loans, at December 31, 2008. The Company slightly increased its Allowance as a percentage of its
total loans outstanding between September 30, 2008 and September 30, 2009 to cover losses inherent
but not yet identified in the loan portfolio due to current economic conditions and other
qualitative factors. The Allowance represented 47% of nonperforming loans at September 30, 2009,
as compared to 66% of nonperforming loans at September 30, 2008 and 50% of nonperforming loans at
December 31, 2008.
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The Company recorded a provision for loan losses in the amount of $1.4 million for the three-month
period ending September 30, 2009. The following table details activity in the Allowance for the
periods indicated:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Balance at beginning of period |
$ | 13,187 | $ | 13,519 | $ | 12,900 | $ | 11,735 | ||||||||
Charge-offs: |
||||||||||||||||
Commercial |
987 | 746 | 2,135 | 2,209 | ||||||||||||
Construction/development |
231 | | 1,301 | 816 | ||||||||||||
Commercial real estate |
159 | 1,268 | 1,217 | 1,268 | ||||||||||||
Home equity lines and
other consumer |
145 | 2 | 286 | 34 | ||||||||||||
Total charge-offs |
1,522 | 2,016 | 4,939 | 4,327 | ||||||||||||
Recoveries: |
||||||||||||||||
Commercial |
398 | 149 | 565 | 454 | ||||||||||||
Construction/development |
| | | 51 | ||||||||||||
Commercial real estate |
1 | | 10 | | ||||||||||||
Home equity lines and
other consumer |
14 | 4 | 50 | 44 | ||||||||||||
Total recoveries |
413 | 153 | 625 | 549 | ||||||||||||
Net, (recoveries) charge-offs |
1,109 | 1,863 | 4,314 | 3,778 | ||||||||||||
Provision for loan losses |
1,374 | 2,000 | 4,866 | 5,699 | ||||||||||||
Balance at end of period |
$ | 13,452 | $ | 13,656 | $ | 13,452 | $ | 13,656 | ||||||||
The provision for loan losses for the three and nine-month periods ending September 30, 2009
was $1.4 million and $4.9 million as compared to a provision for loan losses of $2 million and $5.7
million for the three and nine-month periods ending September 30, 2008. During the three-month
period ending September 30, 2009, there were $1.1 million in net loan charge-offs as compared to
$1.9 million of net loan charge-offs for the same period in 2008. During the nine-month period
ending September 30, 2009, there were $4.3 million in net loan charge-offs as compared to $3.8
million of net loan charge-offs for the same period in 2008. Loan charge-offs during the three and
nine-month periods ending September 30, 2009 were $1.5 million and $4.9 million, respectively, as
compared to $2 million and $4.3 million in the same periods in 2008.
Although the ratio of the Companys Allowance to its nonperforming loans decreased from 66% and 50%
at September 30, 2008 and December 31, 2008, respectively, to 47% at September 30, 2009, during
this same time period the specific allowance that the Company establishes for its impaired loans
decreased from $4.4 million and $3.2 million at September 30, 2008 and December 31, 2008,
respectively, to $2.2 million at September 30, 2009. In addition, the Companys loans measured for
impairment also decreased from $87 million and $79.7 million to $52.6 million during these same
time periods. Based on its review of these facts, the performance of the loan portfolio and the
various methods it uses to analyze its Allowance, management believes that at September 30, 2009
the Allowance was adequate to cover losses in the loan portfolio at the balance sheet date.
Investment Securities
Investment securities, which include Federal Home Loan Bank (FHLB) stock, totaled $154.3 million
at September 30, 2009, an increase of $1.8 million, or 1%, from $152.4 million at December 31,
2008, and an increase of $38 million, or 33%, from $116.3 million at September 30, 2008. The
increase in investments from September 30, 2008 to September 30, 2009 was primarily due to the
reinvestment of the proceeds from loan payoffs into security investments.
Investment securities designated as available for sale comprised 92% of the investment portfolio at
September 30, 2009 and December 31, 2008, and 88% at September 30, 2008, and are available to meet
liquidity requirements. Both available for sale and held to maturity securities may be pledged as
collateral to secure public deposits. At September 30, 2009, $52.1 million in securities, or 34%,
of the investment portfolio was pledged, as compared to $67.4 million, or 44%, at December 31,
2008, and
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$66.3 million, or 57%, at September 30, 2008. The changes in pledged securities are due to the fact
that as of September 30, 2009, December 31, 2008 and September 30, 2008, the Company had pledged
$36.6 million, $47.0 million and $46.4 million, respectively, to collateralize Alaska Permanent
Fund certificates of deposit.
The Company has never had any investment in the common or preferred stock of the Federal National
Mortgage Association or the Federal Home Loan Mortgage Corporation, which are commonly known as
Fannie Mae and Freddie Mac, respectively.
Goodwill
Goodwill valuation is a critical accounting policy of the Company. Net assets of entities acquired
in purchase transactions are recorded at fair value at the date of acquisition. Identified
intangibles are amortized over the period benefited either on a straight-line basis or on an
accelerated basis depending on the nature of the intangible. Goodwill is not amortized, although
it is reviewed for impairment on an annual basis or if events or circumstances indicate a potential
impairment.
The Company has recorded $6.9 million and $2.1 million of goodwill related to the acquisition of
branches from Bank of America in 1999 and the acquisition of Alaska First Bank & Trust, N.A. in
2007, respectively. The Company reviews goodwill for impairment in accordance with GAAP at least
annually or if an event occurs or circumstances change that reduce the fair value of the reporting
unit below its carrying value. The Companys significant accounting policies are discussed in Note
1 to the audited consolidated financial statements included in the Companys Annual Report on Form
10-K for the year ended December 31, 2008. We concluded that there was no indication of impairment
in the first step of the impairment test at September 30, 2009, and accordingly, the Company did
not perform the second step. The Company continues to monitor the Companys goodwill for potential
impairment on an ongoing basis. No assurance can be given that we will not charge earnings during
2009 for goodwill impairment, if, for example, our stock price declines further and trades at a
significant discount to its book value, although there are many factors that we analyze in
determining the impairment of goodwill.
LIABILITIES
Deposits
General: Deposits are the Companys primary source of funds. Total deposits decreased $6.1 million
to $837.1 million at September 30, 2009, from $843.3 million at December 31, 2008, and decreased
$17.4 million from $854.5 million at September 30, 2008. The Companys deposits generally are
expected to fluctuate according to the level of the Companys market share, economic conditions,
and normal seasonal trends. As mentioned earlier, as the Bank continues to market its HPC
products, the Company expects increases in the number of deposit accounts and the balances
associated with them. There were no depositors with deposits representing 10% or more of total
deposits at September 30, 2009, December 31, 2008 or September 30, 2008.
Alaska Certificates of Deposit: The Alaska Certificate of Deposit (Alaska CD) is a savings
deposit product with an open-ended maturity, interest rate that adjusts to an index that is tied to
the two-year United States Treasury Note, and limited withdrawals. The total balance in the Alaska
CD at September 30, 2009, was $108 million, a decrease of $44,000 as compared to the balance of
$108.1 million at December 31, 2008 and a decrease of $7 million from a balance of $115 million at
September 30, 2008. The Company expects the total balance of the Alaska CD in 2009 to continue to
be at lower levels as compared to 2008 as customers move into higher yielding accounts such as term
certificates of deposit.
Alaska Permanent Fund Deposits: The Alaska Permanent Fund Corporation may invest in certificates of
deposit at Alaska banks in an aggregate amount with respect to each bank, not to exceed its capital
and at specified rates and terms. The depository bank must collateralize the deposits either with
pledged securities or a letter of credit. At September 30, 2009, the Company held $35.3 million in
certificates of
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deposit for the Alaska Permanent Fund. In contrast, at December 31, 2008 and September 30, 2008,
the Company held $45 million and $45 million, respectively, in certificates of deposit for the
Alaska Permanent Fund.
Borrowings
A portion of the Companys borrowings were from the FHLB. Advances are dependent on the
availability of acceptable collateral such as marketable securities or real estate loans, although
all FHLB advances are secured by a blanket pledge of the Companys assets. At September 30, 2009,
the Companys maximum borrowing line from the FHLB was $118 million, approximately 12% of the
Companys assets. At September 30, 2009, the Company had no outstanding balances on the borrowing
line. At December 31, 2008 and September 30, 2008 there were outstanding balances on the borrowing
line of $11.0 million and $11.3 million, respectively, and there were no additional monies
committed to secure public deposits. The decrease in the outstanding balance of the line at
September 30, 2009 as compared to December 31, 2008 and September 30, 2008 was the result of the
early pay off of the advances in September 2009. The advances had an average remaining life of
over 8 years. A resulting $718,000 prepayment penalty reduced earnings per share for the third
quarter of 2009 by $0.07 and is expected to save as much as $0.05 per share in 2010 and additional
amounts in future years.
The Company purchased its main office facility for $12.9 million on July 1, 2008. In this
transaction, the Company, through NBL, assumed an existing loan secured by the building in an
amount of $5.1 million. At September 30, 2009, December 31, 2008 and September 30, 2008, the
outstanding balance on this loan was $4.9 million, $5.0 million and $5.1 million, respectively.
This is an amortizing loan and has a maturity date of April 1, 2014 and an interest rate of 5.95%
as of September 30, 2009.
In addition to the borrowings from the FHLB and for the building, the Company had $5.8 million in
other borrowings outstanding at September 30, 2009, as compared to $14.1 million and $7.2 million,
respectively, in other borrowings outstanding at December 31, 2008 and September 30, 2008. Other
borrowings at September 30, 2009 and 2008 consist of security repurchase arrangements and
short-term borrowings from the Federal Reserve Bank for payroll tax deposits. Other borrowings as
of December 31, 2008 consisted of security repurchase arrangements, short-term borrowings from the
Federal Reserve Bank for payroll tax deposits, and overnight borrowings from correspondent banks.
Other Short-term Borrowings: At September 30, 2009, the Company had no short-term (original
maturity of one year or less) borrowings that exceeded 30% of shareholders equity.
Off-Balance
Sheet Items Commitments/Letters of Credit: The Company is a party to financial
instruments with off-balance sheet risk. Among the off-balance sheet items entered into in the
ordinary course of business are commitments to extend credit and the issuance of letters of credit.
These instruments involve, to varying degrees, elements of credit and interest rate risk in excess
of the amounts recognized on the balance sheet. Certain commitments are collateralized. As of
September 30, 2009 and December 31, 2008, the Companys commitments to extend credit and to provide
letters of credit amounted to $188.4 million and $180 million, respectively. Since many of the
commitments are expected to expire without being drawn upon, these total commitment amounts do not
necessarily represent future cash requirements.
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LIQUIDITY AND CAPITAL RESOURCES
Liquidity
The Company manages its liquidity through its Asset and Liability Committee. In addition to the
$76.1 million of cash and cash equivalents and $90.2 million in unpledged available-for-sale
securities held at September 30, 2009, the Company has additional funding sources which include fed
fund borrowing lines and advances available at the Federal Home Loan Bank of Seattle and the
Federal Reserve Bank of approximately $174 million as of September 30, 2009.
Shareholders Equity
Shareholders equity was $109.9 million at September 30, 2009, compared to $104.7 million at
December 31, 2008 and $103.6 million at September 30, 2008. The Company earned net income of $1.9
million during the three-month period ending September 30, 2009, issued 28,278 shares through the
vesting of restricted stock and exercise to stock options, and did not repurchase any shares of its
common stock under the Companys publicly announced repurchase program. At September 30, 2009, the
Company had approximately 6.4 million shares of its common stock outstanding.
Capital Requirements and Ratios
The Company and the Bank are subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum regulatory capital requirements can result in
certain mandatory, and possibly additional discretionary, actions by regulators that, if
undertaken, could have a direct material effect on the Companys financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company
and the Bank must meet specific capital guidelines that involve quantitative measures of assets,
liabilities, and certain off-balance sheet items as calculated under regulatory accounting
practices. The capital amounts and classifications are also subject to qualitative judgments by
regulators about the components of regulatory capital, risk weightings, and other factors. The
regulatory agencies may establish higher minimum requirements if, for example, a bank or bank
holding company has previously received special attention or has a high susceptibility to interest
rate risk.
The requirements address both risk-based capital and leverage capital. At September 30, 2009, the
Company and the Bank met all applicable regulatory capital adequacy requirements.
The FDIC has in place qualifications for banks to be classified as well-capitalized. As of
September 15, 2009, the most recent notification from the FDIC categorized the Bank as
well-capitalized. There have been no conditions or events known to us since the FDIC
notification that have changed the Banks classification.
The following table illustrates the actual capital ratios for the Company and the Bank as
calculated under regulatory guidelines, compared to the regulatory minimum capital ratios and the
regulatory minimum capital ratios needed to qualify as a well-capitalized institution as of
September 30, 2009.
Adequately- | Well- | Actual Ratio | Actual Ratio | |||||||||||||
Capitalized | Capitalized | BHC | Bank | |||||||||||||
Tier 1 risk-based capital
|
4.00 | % | 6.00 | % | 13.96 | % | 13.04 | % | ||||||||
Total risk-based capital
|
8.00 | % | 10.00 | % | 15.21 | % | 14.29 | % | ||||||||
Leverage ratio
|
4.00 | % | 5.00 | % | 12.29 | % | 11.49 | % |
Based on recent turmoil in the financial markets and the current regulatory environment, a
prudent course of action is to maintain a Tier 1 risk-based capital ratio at the Bank level in
excess of 10%. Given this turmoil in the financial markets, the current regulatory environment and
the level of the Companys loans measured for impairment and OREO, management intends to maintain a
Tier 1 risk-based capital ratio for the Bank in excess of 10% throughout 2009, exceeding the FDICs
well-capitalized minimum regulatory capital requirements.
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The regulatory capital ratios for the Company exceed those for the Bank primarily because the $18.6
million junior subordinated debenture offerings that the Company completed in the third quarter of
2003 and the fourth quarter of 2005 are included in the Companys capital for regulatory purposes
although such securities are accounted for as a long-term debt in its financial statements. The
junior subordinated debentures are not accounted for on the Banks financial statements nor are
they included in its capital. As a result, the Company has $18.6 million more in regulatory
capital than the Bank, which explains most of the difference in the capital ratios for the two
entities.
Stock Repurchase Plan
In June 2007, the Board of Directors of the Company amended the stock repurchase plan (Plan) to
increase the stock in its repurchase program by an additional 305,029 shares. The Company did not
repurchase any of its shares in the three or nine-month periods ending September 30, 2009, which
left the total shares repurchased under this program at 688,442 since its inception at a total cost
of $14.2 million and the remaining shares available for purchase under the Plan at 227,242 at
September 30, 2009. The Company intends to continue to repurchase its common stock from time to
time depending upon market conditions, but it can make no assurances that it will repurchase all of
the shares authorized for repurchase under the Plan.
Junior Subordinated Debentures
In May of 2003, the Company formed a wholly-owned Delaware statutory business trust subsidiary,
Northrim Capital Trust 1 (the Trust), which issued $8 million of guaranteed undivided
beneficial interests in the Companys Junior Subordinated Deferrable Interest Debentures (Trust
Preferred Securities). These debentures qualify as Tier 1 capital under Federal Reserve Board
guidelines. All of the common securities of the Trust are owned by the Company. The proceeds
from the issuance of the common securities and the Trust Preferred Securities were used by the
Trust to purchase $8.2 million of junior subordinated debentures of the Company. The Trust
Preferred Securities of the Trust are not consolidated in the Companys financial statements in
accordance with GAAP; therefore, the Company has recorded its investment in the Trust as an other
asset and the subordinated debentures as a liability. The debentures, which represent the sole
asset of the Trust, accrue and pay distributions quarterly at a variable rate of 90-day LIBOR
plus 3.15% per annum, adjusted quarterly. The interest rate on these debentures was 3.59% at
September 30, 2009. The interest cost to the Company on these debentures was $77,000 in the
quarter ending September 30, 2009 and $120,000 in the same period in 2008. The Company has
entered into contractual arrangements which, taken collectively, fully and unconditionally
guarantee payment of: (i) accrued and unpaid distributions required to be paid on the Trust
Preferred Securities; (ii) the redemption price with respect to any Trust Preferred Securities
called for redemption by the Trust and (iii) payments due upon a voluntary or involuntary
dissolution, winding up or liquidation of the Trust. The Trust Preferred Securities are
mandatorily redeemable upon maturity of the debentures on May 15, 2033, or upon earlier
redemption as provided in the indenture. The Company has the right to redeem the debentures
purchased by the Trust in whole or in part, on or after May 15, 2008. As specified in the
indenture, if the debentures are redeemed prior to maturity, the redemption price will be the
principal amount and any accrued but unpaid interest.
In December of 2005, the Company formed a wholly-owned Connecticut statutory business trust
subsidiary, Northrim Statutory Trust 2 (the Trust 2), which issued $10 million of guaranteed
undivided beneficial interests in the Companys Junior Subordinated Deferrable Interest Debentures
(Trust Preferred Securities 2). These debentures qualify as Tier 1 capital under Federal Reserve
Board guidelines. All of the common securities of Trust 2 are owned by the Company. The proceeds
from the issuance of the common securities and the Trust Preferred Securities 2 were used by Trust
2 to purchase $10.3 million of junior subordinated debentures of the Company. The Trust Preferred
Securities of the Trust 2 are not consolidated in the Companys financial statements in accordance
with GAAP; therefore, the Company has recorded its investment in the Trust 2 as an other asset and
the subordinated debentures as a liability. The debentures, which represent the sole asset of
Trust 2, accrue and pay distributions
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quarterly at a variable rate of 90-day LIBOR plus 1.37% per annum, adjusted quarterly. The
interest rate on these debentures was 1.67% at September 30, 2009. The interest cost to the
Company on these debentures was $50,000 for the quarter ending September 30, 2009 and $105,000 in
the same period in 2008. The Company has entered into contractual arrangements which, taken
collectively, fully and unconditionally guarantee payment of: (i) accrued and unpaid distributions
required to be paid on the Trust Preferred Securities 2; (ii) the redemption price with respect to
any Trust Preferred Securities 2 called for redemption by Trust 2 and (iii) payments due upon a
voluntary or involuntary dissolution, winding up or liquidation of Trust 2. The Trust Preferred
Securities 2 are mandatorily redeemable upon maturity of the debentures on March 15, 2036, or upon
earlier redemption as provided in the indenture. The Company has the right to redeem the
debentures purchased by Trust 2 in whole or in part, on or after March 15, 2011. As specified in
the indenture, if the debentures are redeemed prior to maturity, the redemption price will be the
principal amount and any accrued but unpaid interest.
CAPITAL EXPENDITURES AND COMMITMENTS
At September 30, 2009, the Company held $10.1 million as OREO as compared to $12.6 million at
December 31, 2008 and $12.3 million a year ago. The Company expects to expend approximately
$250,000 in the fourth quarter of 2009 to complete construction of these projects. We anticipate
that all projects will be substantially complete at December 31, 2009.
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ITEM 3: | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Interest rate and credit risks are the most significant market risks which affect the Companys
performance. The Company relies on loan review, prudent loan underwriting standards, and an
adequate allowance for credit losses to mitigate credit risk.
The Company utilizes a simulation model to monitor and manage interest rate risk within parameters
established by its internal policy. The model projects the impact of a 100 basis point increase
and a 100 basis point decrease, from prevailing interest rates, on the balance sheet for a period
of 12 months.
The Company is normally asset sensitive, meaning that interest-earning assets mature or reprice
more quickly than interest-bearing liabilities in a given period. Therefore, an increase in market
rates of interest could positively impact net interest income. Conversely, a declining interest
rate environment may negatively impact net interest income.
Generalized assumptions are made on how investment securities, classes of loans, and various
deposit products might respond to interest rate changes. These assumptions are inherently
uncertain, and as a result, the model cannot precisely estimate net interest income nor precisely
predict the impact of higher or lower interest rates on net interest income. Actual results may
differ materially from simulated results due to factors such as timing, magnitude, and frequency of
rate changes, customer reaction to rate changes, competitive response, changes in market
conditions, the absolute level of interest rates, and management strategies, among other factors.
The results of the simulation model at September 30, 2009, indicate that, if interest rates
immediately increased by 100 basis points, the Company would experience an increase in net interest
income of approximately $1.3 million over the next 12 months. Similarly, the simulation model indicates
that, if interest rates immediately decreased by 100 basis points, the Company would also
experience an increase in net interest income of approximately $1.6 million over the next 12
months. The similar results between the 100 basis point increase and decrease are due to current
loan pricing with floors on interest rates that limit the negative effect of a decrease in interest
rates.
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ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we evaluated the effectiveness of the design
and operation of our disclosure controls and procedures. Our principal executive and financial
officers supervised and participated in this evaluation. Based on this evaluation, our principal
executive and financial officers each concluded that the disclosure controls and procedures are
effective in timely alerting them to material information required to be included in the periodic
reports to the Securities and Exchange Commission. The design of any system of controls is based in
part upon various assumptions about the likelihood of future events, and there can be no assurance
that any of our plans, products, services or procedures will succeed in achieving their intended
goals under future conditions.
Changes in Internal Control over Disclosure and Reporting
There was no change in our internal control over financial reporting that occurred during the
quarterly period ended September 30, 2009 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
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PART
II OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS |
During the normal course of its business, the Company is a party to various debtor-creditor legal
actions, which individually or in the aggregate, could be material to the Companys business,
operations, or financial condition. These include cases filed as a plaintiff in collection and
foreclosure cases, and the enforcement of creditors rights in bankruptcy proceedings.
ITEM 1A. | RISK FACTORS |
For information regarding risk factors, please refer to Item 1A in the Companys Annual Report on
Form 10-K for the year ended December 31, 2008. These risk factors have not materially changed,
except as noted below.
Higher FDIC deposit insurance premiums and assessments could adversely affect our financial
condition.
FDIC insurance premiums have increased substantially in 2009 and the Company may have to prepay insurance
premiums. Market developments have significantly depleted the insurance fund of the FDIC and
reduced the ratio of reserves to insured deposits. The FDIC adopted a revised risk-based deposit
insurance assessment schedule on February 27, 2009, which raised regular deposit insurance
premiums. On May 22, 2009, the FDIC also implemented a five basis point special assessment of each
insured depository institutions total assets minus Tier 1 capital as of June 30, 2009, but no more
than 10 basis points times the institutions assessment base for the second quarter of 2009,
collected by the FDIC on September 30, 2009. The amount of this special assessment was $431,000.
Additional special assessments may be imposed by the FDIC for future quarters at the same or higher
levels.
In addition, the FDIC recently announced a proposed rule that would require insured financial
institutions, including the Bank, to prepay their estimated quarterly risk-based assessments for
the fourth quarter of 2009 and for all of 2010, 2011 and 2012. If the proposed rule is adopted, the
prepaid assessments would be collected on December 30, 2009. We have estimated that the total
prepaid assessments would be approximately $7 million, which would be recorded as a prepaid expense
(asset) as of December 30, 2009. As of December 31, 2009 and each quarter thereafter, we would
record an expense for our regular deposit assessment for the quarter and an offsetting credit to
the prepaid assessment until the asset is exhausted. The prepayment of our FDIC assessments may
temporarily reduce our liquidity.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
(a)-(b) Not applicable
(c) There were no stock repurchases by the Company during the second quarter of 2009.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
No matters were submitted to a vote of the Companys security holders in the quarter ended
September 30, 2009.
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ITEM 5. | OTHER INFORMATION |
(a) | Not applicable | |
(b) | There have been no material changes in the procedures for shareholders to nominate directors to the Companys board. |
ITEM 6. | EXHIBITS |
10.30 | Amendment to Amended and Restated Employment Agreement with Joseph M. Beedle, dated August 24, 2009 (1) | ||
31.1 | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) | ||
31.2 | Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) | ||
32.1 | Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 | ||
32.2 | Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 |
(1) | Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on August 26, 2009 |
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SIGNATURES
Under the requirements of the Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
NORTHRIM BANCORP, INC. | ||||||
November 6, 2009
|
By | /s/ R. Marc Langland
|
||||
Chairman, President, and CEO (Principal Executive Officer) |
||||||
November 6, 2009
|
By | /s/ Joseph M. Schierhorn
|
||||
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) |
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