NORTHRIM BANCORP INC - Quarter Report: 2010 March (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 March 31, 2010
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 (State or other jurisdiction of incorporation or organization) |
92-0175752 (I.R.S. Employer Identification Number) |
3111 C Street Anchorage, Alaska (Address of principal executive offices) |
99503 (Zip Code) |
(907) 562-0062
(Registrants telephone number, including area code)
(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, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer 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 May 7, 2010 was 6,386,925.
TABLE OF CONTENTS
FINANCIAL INFORMATION | ||||||||
Financial Statements | 3 | |||||||
Consolidated Financial Statements | 4 | |||||||
Consolidated Balance Sheets | ||||||||
- March 31, 2010 (unaudited) | 4 | |||||||
- December 31, 2009 | 4 | |||||||
- March 31, 2009 (unaudited) | 4 | |||||||
Consolidated Statements of Income (unaudited) | ||||||||
-Three months ended March 31, 2010 and 2009 | 5 | |||||||
Consolidated Statements of Changes in Shareholders Equity and Comprehensive Income (unaudited) | ||||||||
- Three months ended March 31, 2010 and 2009 | 6 | |||||||
Consolidated Statements of Cash Flows (unaudited) | ||||||||
- Three months ended March 31, 2010 and 2009 | 7 | |||||||
Notes to the Consolidated Financial Statements | 8 | |||||||
Managements Discussion and Analysis of Financial Condition and Results of Operations | 18 | |||||||
Quantitative and Qualitative Disclosures About Market Risk | 28 | |||||||
Controls and Procedures | 29 | |||||||
OTHER INFORMATION | ||||||||
Legal Proceedings | 29 | |||||||
Risk Factors | 29 | |||||||
Unregistered Sales of Equity Securities and Use of Proceeds | 29 | |||||||
Defaults Upon Senior Securities | 29 | |||||||
Reserved | 29 | |||||||
Other Information | 29 | |||||||
Exhibits | 29 | |||||||
31 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 |
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Table of Contents
PART I. FINANCIAL INFORMATION
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, 2009.
ITEM 1. FINANCIAL STATEMENTS
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Table of Contents
CONSOLIDATED FINANCIAL STATEMENTS
NORTHRIM BANCORP, INC.
NORTHRIM BANCORP, INC.
Consolidated Balance Sheets
March 31, 2010, December 31, 2009 and March 31, 2009
March 31, 2010, December 31, 2009 and March 31, 2009
March 31, | December 31, | March 31, | ||||||||||
2010 | 2009 | 2009 | ||||||||||
(Unaudited) | (Unaudited) | |||||||||||
(In Thousands, Except Share Data) | ||||||||||||
ASSETS |
||||||||||||
Cash and due from banks |
$ | 18,920 | $ | 19,395 | $ | 24,236 | ||||||
Overnight investments |
59,259 | 47,326 | 55,345 | |||||||||
Domestic certificates of
deposit |
| | 5,000 | |||||||||
Investment securities
held to maturity |
7,666 | 7,285 | 10,649 | |||||||||
Investment securities
available for sale |
164,017 | 178,159 | 125,496 | |||||||||
Investment in Federal Home Loan Bank stock |
2,003 | 2,003 | 2,003 | |||||||||
Total investment
securities |
173,686 | 187,447 | 138,148 | |||||||||
Real estate loans for sale |
| | 4,160 | |||||||||
Loans |
646,917 | 655,039 | 678,709 | |||||||||
Allowance for loan losses |
(14,046 | ) | (13,108 | ) | (13,364 | ) | ||||||
Net loans |
632,871 | 641,931 | 669,505 | |||||||||
Purchased receivables, net |
6,962 | 7,261 | 10,789 | |||||||||
Accrued interest
receivable |
3,683 | 3,986 | 3,789 | |||||||||
Premises and equipment,
net |
28,140 | 28,523 | 29,551 | |||||||||
Goodwill and intangible
assets |
8,920 | 8,996 | 9,238 | |||||||||
Other real estate owned |
16,065 | 17,355 | 13,737 | |||||||||
Other assets |
40,050 | 40,809 | 33,245 | |||||||||
Total Assets |
$ | 988,556 | $ | 1,003,029 | $ | 992,583 | ||||||
LIABILITIES |
||||||||||||
Deposits: |
||||||||||||
Demand |
$ | 260,817 | $ | 276,532 | $ | 241,039 | ||||||
Interest-bearing
demand |
120,373 | 134,899 | 108,048 | |||||||||
Savings |
70,033 | 66,647 | 60,259 | |||||||||
Alaska CDs |
111,019 | 104,840 | 108,373 | |||||||||
Money market |
126,156 | 125,339 | 125,973 | |||||||||
Certificates of
deposit less than $100,000 |
61,287 | 64,652 | 82,950 | |||||||||
Certificates of deposit greater than $100,000 |
85,370 | 80,199 | 114,963 | |||||||||
Total deposits |
835,055 | 853,108 | 841,605 | |||||||||
Borrowings |
14,591 | 12,320 | 16,594 | |||||||||
Junior subordinated
debentures |
18,558 | 18,558 | 18,558 | |||||||||
Other liabilities |
7,938 | 8,023 | 9,663 | |||||||||
Total liabilities |
876,142 | 892,009 | 886,420 | |||||||||
SHAREHOLDERS EQUITY |
||||||||||||
Common stock, $1 par value, 10,000,000 shares authorized,
6,386,925, 6,371,455, and 6,332,236 shares issued and
outstanding at March 31, 2010, December 31, 2009,
and March 31, 2009,
respectively |
6,387 | 6,371 | 6,332 | |||||||||
Additional paid-in capital |
52,355 | 52,139 | 51,609 | |||||||||
Retained earnings |
52,374 | 51,121 | 47,273 | |||||||||
Accumulated other comprehensive income |
1,295 | 1,341 | 919 | |||||||||
Total Northrim Bancorp shareholders equity |
112,411 | 110,972 | 106,133 | |||||||||
Noncontrolling
interest |
3 | 48 | 30 | |||||||||
Total
shareholders
equity |
112,414 | 111,020 | 106,163 | |||||||||
Total Liabilities and Shareholders Equity |
$ | 988,556 | $ | 1,003,029 | $ | 992,583 | ||||||
See notes to the consolidated financial statements
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NORTHRIM BANCORP, INC.
Consolidated Statements of Income
For the Three Months Ended March 31, 2010 and 2009
For the Three Months Ended March 31, 2010 and 2009
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
(Unaudited) | ||||||||
(In Thousands, | ||||||||
Except Per Share Data) | ||||||||
Interest Income |
||||||||
Interest and fees on loans |
$ | 11,422 | $ | 12,058 | ||||
Interest on investment securities: |
||||||||
Securities available for sale |
1,254 | 1,063 | ||||||
Securities held to maturity |
75 | 91 | ||||||
Interest on overnight investments |
23 | 18 | ||||||
Interest on domestic certificate of deposit |
| 57 | ||||||
Total Interest Income |
12,774 | 13,287 | ||||||
Interest Expense |
||||||||
Interest expense on deposits,
borrowings and junior subordianted debentures |
1,470 | 2,111 | ||||||
Net Interest Income |
11,304 | 11,176 | ||||||
Provision for loan losses |
1,375 | 1,375 | ||||||
Net Interest Income After Provision for Loan Losses |
9,929 | 9,801 | ||||||
Other Operating Income |
||||||||
Service charges on deposit accounts |
700 | 703 | ||||||
Employee benefit plan income |
421 | 366 | ||||||
Electronic banking income |
400 | 310 | ||||||
Purchased receivable income |
314 | 758 | ||||||
Equity in earnings (loss) from Elliott Cove |
5 | (65 | ) | |||||
Equity in earnings (loss) from RML |
(73 | ) | 848 | |||||
Other income |
1,096 | 670 | ||||||
Total Other Operating Income |
2,863 | 3,590 | ||||||
Other Operating Expense |
||||||||
Salaries and other personnel expense |
5,620 | 5,451 | ||||||
Occupancy |
919 | 915 | ||||||
Insurance expense |
558 | 805 | ||||||
Marketing expense |
439 | 318 | ||||||
OREO expense net, including impairment |
372 | 404 | ||||||
Equipment expense |
273 | 304 | ||||||
Professional and outside services |
242 | 545 | ||||||
Intangible asset amortization expense |
76 | 82 | ||||||
Other operating expense |
1,665 | 1,704 | ||||||
Total Other Operating Expense |
10,164 | 10,528 | ||||||
Income Before Provision for Income Taxes |
2,628 | 2,863 | ||||||
Provision for income taxes |
702 | 827 | ||||||
Net Income |
1,926 | 2,036 | ||||||
Less: Net income attributable to the noncontrolling interest |
26 | 81 | ||||||
Net income attributable to Northrim Bancorp |
$ | 1,900 | $ | 1,955 | ||||
Earnings Per Share, Basic |
$ | 0.30 | $ | 0.31 | ||||
Earnings Per Share, Diluted |
$ | 0.29 | $ | 0.31 | ||||
Weighted Average Shares Outstanding, Basic |
6,385,760 | 6,393,589 | ||||||
Weighted Average Shares Outstanding, Diluted |
6,468,310 | 6,393,589 | ||||||
See notes to the consolidated financial statements
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NORTHRIM BANCORP, INC.
Consolidated Statements of Changes in
Shareholders Equity and Comprehensive Income
For the Three Months Ended March 31, 2010 and 2009
Shareholders Equity and Comprehensive Income
For the Three Months Ended March 31, 2010 and 2009
Accumulated | ||||||||||||||||||||||||||||
Common Stock | Additional | Other | ||||||||||||||||||||||||||
Number | Par | Paid-in | Retained | Comprehensive | Noncontrolling | |||||||||||||||||||||||
of Shares | Value | Capital | Earnings | Income | Interest | Total | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||||||
Three months ending March 31, 2009: |
||||||||||||||||||||||||||||
Balance as of January 1, 2009 |
6,331 | $ | 6,331 | $ | 51,458 | $ | 45,958 | $ | 901 | $ | 36 | $ | 104,684 | |||||||||||||||
Cash dividend declared |
| | | (640 | ) | | | (640 | ) | |||||||||||||||||||
Stock option expense |
| | 149 | | | | 149 | |||||||||||||||||||||
Exercise of stock options |
1 | 1 | (4 | ) | | | | (3 | ) | |||||||||||||||||||
Excess tax benefits from share-based payment arrangements |
| | 6 | | | | 6 | |||||||||||||||||||||
Distributions to noncontrolling interest |
| | | | | (87 | ) | (87 | ) | |||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Change in unrealized holding (gain/loss)
on available for sale investment securities,
net of related income tax effect |
| | | | 18 | | 18 | |||||||||||||||||||||
Net income attributable to the noncontrolling interest |
81 | 81 | ||||||||||||||||||||||||||
Net income attributable to Northrim Bancorp |
| | | 1,955 | | | 1,955 | |||||||||||||||||||||
Total Comprehensive Income |
2,054 | |||||||||||||||||||||||||||
Balance as of March 31, 2009 |
6,332 | $ | 6,332 | $ | 51,609 | $ | 47,273 | $ | 919 | $ | 30 | $ | 106,163 | |||||||||||||||
Three months ending March 31, 2010: |
||||||||||||||||||||||||||||
Balance as of January 1, 2010 |
6,371 | $ | 6,371 | $ | 52,139 | $ | 51,121 | $ | 1,341 | $ | 48 | $ | 111,020 | |||||||||||||||
Cash dividend declared |
| | | (647 | ) | | | (647 | ) | |||||||||||||||||||
Stock option expense |
| | 129 | | | | 129 | |||||||||||||||||||||
Exercise of stock options |
16 | 16 | (15 | ) | | | | 1 | ||||||||||||||||||||
Excess tax benefits from share-based payment arrangements |
| | 102 | | | | 102 | |||||||||||||||||||||
Distributions to noncontrolling interest |
(71 | ) | (71 | ) | ||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Change in unrealized holding (gain/loss)
on available for sale investment securities,
net of related income tax effect |
| | | | (46 | ) | | (46 | ) | |||||||||||||||||||
Net income attributable to the noncontrolling interest |
26 | 26 | ||||||||||||||||||||||||||
Net income attributable to Northrim Bancorp |
| | | 1,900 | | | 1,900 | |||||||||||||||||||||
Total Comprehensive Income |
1,880 | |||||||||||||||||||||||||||
Balance as of March 31, 2010 |
6,387 | $ | 6,387 | $ | 52,355 | $ | 52,374 | $ | 1,295 | $ | 3 | $ | 112,414 | |||||||||||||||
See notes to the consolidated financial statements
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NORTHRIM BANCORP, INC.
Consolidated Statement of Cash Flows
For the Three Months Ended March 31, 2010 and 2009
For the Three Months Ended March 31, 2010 and 2009
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
(Unaudited) | ||||||||
(In Thousands) | ||||||||
Operating Activities: |
||||||||
Net income |
$ | 1,926 | $ | 2,036 | ||||
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: |
||||||||
Security (gains), net |
(281 | ) | | |||||
Depreciation and amortization of premises and equipment |
385 | 416 | ||||||
Amortization of software |
40 | 41 | ||||||
Intangible asset amortization |
76 | 82 | ||||||
Amortization of investment security premium, net of discount accretion |
40 | 94 | ||||||
Deferred tax (benefit) |
1,770 | (624 | ) | |||||
Stock-based compensation |
129 | 149 | ||||||
Excess tax benefits from share-based payment arrangements |
(102 | ) | (6 | ) | ||||
Deferral of loan fees and costs, net |
(221 | ) | (358 | ) | ||||
Provision for loan losses |
1,375 | 1,375 | ||||||
Purchased receivable loss (recovery) |
1 | (16 | ) | |||||
Purchases of loans held for sale |
| (35,978 | ) | |||||
Proceeds from the sale of loans held for sale |
| 31,818 | ||||||
Gain\ on sale of other real estate owned |
(70 | ) | (108 | ) | ||||
Impairment on other real estate owned |
176 | 196 | ||||||
Earnings in excess of proceeds (proceeds in excess of earnings) from RML |
245 | (67 | ) | |||||
Equity in (income) loss from Elliott Cove |
(5 | ) | 65 | |||||
Decrease in accrued interest receivable |
303 | 1,023 | ||||||
(Increase) decrease in other assets |
(1,143 | ) | 75 | |||||
Decrease of other liabilities |
(40 | ) | (131 | ) | ||||
Net Cash Provided by Operating Activities |
4,604 | 82 | ||||||
Investing Activities: |
||||||||
Investment in securities: |
||||||||
Purchases of investment securities-available-for-sale |
(26,028 | ) | (20,500 | ) | ||||
Purchases of investment securities-held-to-maturity |
(517 | ) | (1,218 | ) | ||||
Proceeds from sales/maturities of securities-available-for-sale |
40,334 | 35,949 | ||||||
Proceeds from calls/maturities of securities-held-to-maturity |
135 | | ||||||
Purchases of domestic certificates of deposit |
| 9,500 | ||||||
Investment in Federal Home Loan Bank stock, net |
| (5,000 | ) | |||||
Investment in purchased receivables, net of repayments |
298 | 8,302 | ||||||
Investments in loans: |
||||||||
Loan participations |
3,834 | | ||||||
Loans made, net of repayments |
3,328 | 29,258 | ||||||
Proceeds from sale of other real estate owned |
1,981 | 2,104 | ||||||
Investment in other real estate owned |
(4 | ) | (546 | ) | ||||
Loan to Elliott Cove, net of repayments |
(43 | ) | (34 | ) | ||||
Purchases of premises and equipment |
(2 | ) | (234 | ) | ||||
Purchases of software |
(73 | ) | (37 | ) | ||||
Net Cash Provided by Investing Activities |
23,243 | 57,544 | ||||||
Financing Activities: |
||||||||
Decrease in deposits |
(18,053 | ) | (1,647 | ) | ||||
Increase (decrease) in borrowings |
2,271 | (13,512 | ) | |||||
Distributions to noncontrolling interest |
(71 | ) | (87 | ) | ||||
Proceeds from issuance of common stock |
1 | | ||||||
Excess tax benefits from share-based payment arrangements |
102 | 6 | ||||||
Cash dividends paid |
(639 | ) | (635 | ) | ||||
Net Cash Used by Financing Activities |
(16,389 | ) | (15,875 | ) | ||||
Net Increase in Cash and Cash Equivalents |
11,458 | 41,751 | ||||||
Cash and cash equivalents at beginning of period |
66,721 | 37,830 | ||||||
Cash and cash equivalents at end of period |
$ | 78,179 | $ | 79,581 | ||||
Supplemental Information: |
||||||||
Income taxes paid |
$ | 4 | $ | | ||||
Interest paid |
$ | 1,456 | $ | 2,383 | ||||
Transfer of loans to other real estate owned |
$ | 744 | $ | 2,766 | ||||
Loans made to facilitate sales of other real estate owned |
$ | 291 | $ | | ||||
Cash dividends declared but not paid |
$ | 8 | $ | 6 |
See notes to the consolidated financial statements
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2010 and 2009
(Unaudited)
March 31, 2010 and 2009
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. The Company determined that the
Company operates as a single operating segment. Operating results for the interim period ended
March 31, 2010, are not necessarily indicative of the results anticipated for the year ending
December 31, 2010. These financial statements should be read in conjunction with the Companys
Annual Report on Form 10-K for the year ended December 31, 2009.
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, 2009.
In June 2009, the FASB issued Statement of Financial Accounting Standard (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 has been adopted prospectively. The adoption of SFAS 166 did not have
a material effect on the Companys financial condition and results of operations.
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 has been adopted prospectively. The adoption of SFAS 167 did not have a material effect on the
Companys financial condition and results of operations.
In January 2010, the FASB issued ASU 2010-06, an update to ASC 820-10, Fair Value
Measurements. This update adds a new requirement to disclose transfers in and out of level 1 and
level 2, along with the reasons for the transfers, and requires a gross presentation of purchases
and sales of level 3 activities. Additionally, the update clarifies that entities provide fair
value measurement disclosures for each class of assets and liabilities and that entities provide
enhanced disclosures around level 2 valuation techniques and inputs. The Company adopted the
disclosure requirements for level 1 and level 2 transfers and the expanded fair value measurement
and valuation disclosures effective January 1, 2010. The disclosure requirements for level 3
activities are effective for the Company on January 1, 2011. The adoption of the disclosure
requirements for level 1 and level 2 transfers and the expanded qualitative disclosures had no impact on the Companys financial position, results of operations, and earnings
per share. The Company does
- 8 -
Table of Contents
not expect the adoption of the level 3 disclosure requirements to have
an impact on its financial position, results of operations, and earnings per share.
3. Investment Securities
The carrying values and approximate fair values of investment securities at March 31, 2010 and
March 31, 2009, respectively, are presented below. There were five and four securities with
unrealized losses as of March 31, 2010 and 2009, respectively, that had been in a loss position for
less than twelve months. The contractual terms of these investments do not permit the issuer to
settle the securities at a price less than the amortized cost of the investment. Because the
Company does not intend to sell, nor is it required to sell these investments until a market price
recovery or maturity, these investments are not considered other-than-temporarily impaired.
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | ||||||||||||||
Cost | Gains | Losses | Fair Value | |||||||||||||
(In Thousands) | ||||||||||||||||
2010: |
||||||||||||||||
Securities available for sale |
||||||||||||||||
U.S. Treasury & government sponsored entities |
$ | 127,730 | $ | 768 | $ | 115 | $ | 128,383 | ||||||||
Municpal Securities |
6,179 | 109 | | 6,288 | ||||||||||||
U.S. Agency Mortgage-backed Securities |
82 | 2 | | 84 | ||||||||||||
Corporate bonds |
27,827 | 1,435 | | 29,262 | ||||||||||||
Total |
$ | 161,818 | $ | 2,314 | $ | 115 | $ | 164,017 | ||||||||
Securities held to maturity
|
||||||||||||||||
Municipal securities |
$ | 7,666 | $ | 224 | $ | 3 | $ | 7,887 | ||||||||
Federal Home Loan Bank stock |
$ | 2,003 | $ | | $ | | $ | 2,003 | ||||||||
2009: |
||||||||||||||||
Securities available for sale
|
||||||||||||||||
U.S. Treasury & government sponsored entities |
$ | 94,871 | $ | 1,292 | $ | | $ | 96,162 | ||||||||
Municpal Securities |
5,049 | 2 | 61 | 4,991 | ||||||||||||
U.S. Agency Mortgage-backed Securities |
309 | 29 | | 338 | ||||||||||||
Corporate bonds |
23,707 | 469 | 171 | 24,005 | ||||||||||||
Total |
$ | 123,936 | $ | 1,792 | $ | 232 | $ | 125,496 | ||||||||
Securities Held to Maturity
|
||||||||||||||||
Municipal Securities |
$ | 10,649 | $ | 137 | $ | 35 | $ | 10,751 | ||||||||
Federal Home Loan Bank Stock |
$ | 2,003 | $ | | $ | | $ | 2,003 | ||||||||
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Table of Contents
The amortized cost and fair values of debt securities at March 31, 2010, 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 | ||||||||||
(In Thousands) | ||||||||||||
US Treasury and government sponsored entities |
||||||||||||
Within 1 year |
$ | 32,076 | $ | 32,601 | 2.24 | % | ||||||
1-5 years |
95,655 | 95,782 | 2.98 | % | ||||||||
Total |
$ | 127,731 | $ | 128,383 | 2.80 | % | ||||||
U.S. Agency Mortgage-backed securities
5-10 years |
$ | 82 | $ | 84 | 4.47 | % | ||||||
Total |
$ | 82 | $ | 84 | 4.47 | % | ||||||
Corporate bonds |
||||||||||||
Within 1 year |
$ | 10,125 | $ | 10,455 | 5.18 | % | ||||||
1-5 years |
15,220 | 16,295 | 3.78 | % | ||||||||
5-10 years |
2,482 | 2,512 | 4.82 | % | ||||||||
Total |
$ | 27,827 | $ | 29,262 | 4.38 | % | ||||||
Municipal securities |
||||||||||||
Within 1 year |
$ | 1,359 | $ | 1,372 | 3.78 | % | ||||||
1-5 years |
5,084 | 5,270 | 3.85 | % | ||||||||
5-10 years |
5,221 | 5,305 | 4.58 | % | ||||||||
Over 10 years |
2,181 | 2,228 | 4.75 | % | ||||||||
Total |
$ | 13,845 | $ | 14,175 | 4.26 | % | ||||||
The proceeds and resulting gains and losses, computed using specific identification, from
sales of investment securities for the three months ending March 31, 2010 and March 31, 2009,
respectively, are as follows:
Gross | Gross | |||||||||||
March 31, | Proceeds | Gains | Losses | |||||||||
(In Thousands) | ||||||||||||
2010: |
||||||||||||
Available for sale securities |
$ | 7,332 | $ | 281 | $ | | ||||||
Held to maturity securities |
$ | | $ | | $ | | ||||||
2009: |
||||||||||||
Available for sale securities |
$ | | $ | | $ | | ||||||
Held to maturity securities |
$ | | $ | | $ | | ||||||
A summary of interest income for the three months ending March 31, 2010 on available for
sale investment securities is as follows:
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March 31, | 2010 | 2009 | 2008 | |||||||||
(In Thousands) | ||||||||||||
US Treasury and government sponsored entities |
$ | 835 | $ | 696 | $ | 1,495 | ||||||
U.S. Agency Mortgage-backed Securities |
1 | 2 | 5 | |||||||||
Other |
348 | 304 | 105 | |||||||||
Total taxable interest income |
1,184 | 1,002 | 1,605 | |||||||||
Municipal Securities |
70 | 61 | 1 | |||||||||
Total tax-exempt interest income |
70 | 61 | 1 | |||||||||
Total |
$ | 1,254 | $ | 1,063 | $ | 1,606 | ||||||
For the periods ending March 31, 2010, December 31, 2009 and March 31, 2009, we held
Federal Home Loan Bank of Seattle (FHLB) stock with a book value approximately equal to its
market value in the amounts of $2.0 million for each period. The Company evaluated its investment
in FHLB stock for other-than-temporary impairment as of March 31, 2010, 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 three-month period ending March
31, 2010, continued deterioration in the FHLB of Seattles financial position may result in future
impairment losses.
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. Additionally, we held no securities of any
single issuer (other than government sponsored entities) that exceeded 10% of our shareholders
equity at March 31, 2010, December 31, 2009 or March 31, 2009.
4. Lending Activities
At March 31, 2010, 31% of the portfolio was scheduled to mature over the next 12 months, and
30% was scheduled to mature between April 1, 2011, and March 31, 2015. The following table sets
forth the Companys loan portfolio composition by loan type for the dates indicated:
March 31, 2010 | December 31, 2009 | March 31, 2009 | ||||||||||||||||||||||
Dollar | Percent | Dollar | Percent | Dollar | Percent | |||||||||||||||||||
Amount | of Total | Amount | of Total | Amount | of Total | |||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
Commercial |
$248,732 | 38 | % | $248,195 | 38 | % | $278,459 | 41 | % | |||||||||||||||
Construction/development |
54,238 | 8 | % | 62,573 | 10 | % | 83,490 | 12 | % | |||||||||||||||
Commercial real estate |
298,887 | 46 | % | 301,816 | 46 | % | 269,721 | 39 | % | |||||||||||||||
Home equity lines and other consumer |
47,391 | 7 | % | 45,168 | 7 | % | 49,136 | 7 | % | |||||||||||||||
Loans in process |
246 | 0 | % | 85 | 0 | % | 257 | 0 | % | |||||||||||||||
Unearned loan fees, net |
(2,577 | ) | 0 | % | (2,798 | ) | 0 | % | (2,354 | ) | 0 | % | ||||||||||||
Sub total |
646,917 | 655,039 | 678,709 | |||||||||||||||||||||
Real estate loans for sale |
| 0 | % | | 0 | % | 4,160 | 1 | % | |||||||||||||||
Total loans |
$646,917 | 100 | % | $655,039 | 100 | % | $ | 682,869 | 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
- 11 -
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purchased $36 million and sold $31.8 million in loans in the three-month period ending March 31,
2009. The Company did not purchase or sell any loans in the first quarter of 2010, and there were
no loans held for sale as of March 31, 2010.
5. Allowance for Loan Losses, Nonperforming Assets and Loans Measured for Impairment
The Company recorded a provision for loan losses in the amount of $1.4 million for the
three-month period ending March 31, 2010 based upon its analysis of its loan portfolio. The
following table details activity in the Allowance for the periods indicated:
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
(In Thousands) | ||||||||
Balance at beginning of period |
$ | 13,108 | $ | 12,900 | ||||
Charge-offs: |
||||||||
Commercial |
792 | 11 | ||||||
Construction/development |
79 | 863 | ||||||
Commercial real estate |
| 60 | ||||||
Home equity lines and other consumer |
79 | 84 | ||||||
Total charge-offs |
950 | 1,018 | ||||||
Recoveries: |
||||||||
Commercial |
504 | 70 | ||||||
Construction/development |
| | ||||||
Commercial real estate |
| 9 | ||||||
Home equity lines and other consumer |
9 | 28 | ||||||
Total recoveries |
513 | 107 | ||||||
Net, (recoveries) charge-offs |
437 | 911 | ||||||
Provision for loan losses |
1,375 | 1,375 | ||||||
Balance at end of period |
$ | 14,046 | $ | 13,364 | ||||
At March 31, 2010, the allowance for loan losses was $14.0 million as compared to $13.4
million, at March 31, 2009. The increase in the allowance for loan losses at March 31, 2010 as
compared to March 31, 2009 was the result of a $1.4 million provision and $437,000 in net
charge-offs. The Companys ratio of nonperforming loans compared to portfolio loans at March 31,
2010 was 2.41% as compared to 3.18% as of March 31, 2009. The Companys ratio of allowance for
loan losses compared to portfolio loans at March 31, 2010 was 2.17% as compared to 1.97% as of
March 31, 2009. While the Companys ratio of nonperforming loans compared to portfolio loans has
decreased as of March 31, 2010, the Company believes that a higher reserve is appropriate to
address the impact of the current economic environment on our loan portfolio.
- 12 -
Table of Contents
Nonperforming assets consist of nonaccrual loans, accruing loans of 90 days or more past due,
restructured loans, and other real estate owned (OREO). The following table sets forth
information with respect to nonperforming assets:
March 31, 2010 | December 31, 2009 | March 31, 2009 | ||||||||||
(In Thousands) | ||||||||||||
Nonaccrual loans |
$ | 13,950 | $ | 12,738 | $ | 20,210 | ||||||
Accruing loans past due 90 days or more |
1,614 | 1,000 | 210 | |||||||||
Restructured loans |
| 3,754 | 1,186 | |||||||||
Total nonperforming loans |
15,564 | 17,492 | 21,606 | |||||||||
Other real estate owned |
16,065 | 17,355 | 13,737 | |||||||||
Total nonperforming assets |
$ | 31,629 | $ | 34,847 | $ | 35,343 | ||||||
Allowance for loan losses |
$ | 14,046 | $ | 13,108 | $ | 13,364 | ||||||
Nonperforming loans to loans |
2.41 | % | 2.67 | % | 3.18 | % | ||||||
Nonperforming assets to total assets |
3.20 | % | 3.47 | % | 3.56 | % | ||||||
Allowance to loans |
2.17 | % | 2.00 | % | 1.97 | % | ||||||
Allowance to nonperforming loans |
90.25 | % | 74.94 | % | 61.85 | % | ||||||
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, 2009. There
was no indication of impairment as of March 31, 2010. The Company continues to monitor the
Companys goodwill for potential impairment on an ongoing basis. No assurance can be given that
there will not be an impairment charge to earnings during 2010 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. Variable Interest Entities
The Company has analyzed all of its affiliate relationships in accordance with Accounting
Standards Codification 810-10-50-12 and 50-13 and determined that Elliott Cove is a variable
interest entity (VIE). However, the Company does not have a controlling interest in Elliott
Cove. The Company owns a 48% equity interest in Elliott Cove, an investment advisory services
company, through its whollyowned subsidiary, Northrim Investment Services Company (NISC). The
Company determined that Elliott Cove is a VIE based on the fact that the Company provides Elliott
Cove with a line of credit that has a committed amount of $750,000 and an outstanding balance of
$721,000 as of March 31, 2010. As such, it appears that Elliott Cove cannot finance its activities
without additional subordinated financial support and is therefore considered a VIE under GAAP.
However, the Company does not have a controlling interest in Elliott Cove because it does not have
the power to direct Elliott Coves activities, nor does it have an obligation to absorb losses or
receive benefits from earnings that are disproportionate to its ownership. The Company does not
have any arrangements or guarantees to Elliott Cove outside of the line of credit, and it does not
have any exposure to additional losses outside of its share in Elliott Coves net income. The line
of credit to Elliott Cove is included in other assets in the Companys Consolidated Balance Sheets.
8. Deposit Activities
Total deposits at March 31, 2010, December 31, 2009 and March 31, 2009 were $835.1 million,
$853.1 million and $841.6 million, respectively. The only deposit category with stated maturity
dates is certificates of deposit. At March 31, 2010, the Company had $146.7 million in
certificates of deposit as compared to certificates of deposit of $144.9 million and $197.9
million, for the periods ending December 31, 2009 and March 31, 2009, respectively. At March 31,
2010, $107.5 million, or 73%, of the Companys certificates of deposits are scheduled to mature
over the next 12 months as compared to
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$100.1 million, or 69%, of total certificates of deposit, at
December 31, 2009, and $166.5 million, or 84%, of total certificates of deposit at March 31, 2009.
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 March 31, 2010 was 418,049, which includes 322,448 shares granted
under the 2004 Plan leaving 23,232 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 the 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 $94,000 and $88,000 on the fair value of restricted stock
units and $35,000 and $61,000 on the fair value of stock options for a total of $129,000 and
$149,000 in stock-based compensation expense for the three-month periods ending March 31, 2010 and
2009, respectively.
Proceeds from the exercise of stock options for the three months ended March 31, 2010 were
$497,000. The Company did not receive proceeds from the exercise of stock options for the three
months ended March 31, 2009. The Company withheld shares valued at $496,000 and $4,000 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 March 31, 2010 and 2009,
respectively. The Company recognized tax deductions of $102,000 and $6,000 related to the exercise
of these stock options during the quarter ended March 31, 2010 and 2009, respectively.
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 Overnight 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
- 14 -
Table of Contents
comparable instruments. Investments in Federal Home Loan Bank stock are recorded at
cost, which also represents fair value.
Loans: Fair value adjustments for loans are mainly related to credit risk, interest rate risk,
required equity return, and liquidity risk. Credit risk is primarily addressed in the financial
statements through the allowance for loan losses (see Note 5). Loans are valued using a discounted
cash flow methodology and are pooled based on type of interest rate (fixed or adjustable) and
maturity. A discount rate was developed based on the relative risk of the cash flows, taking into
account the maturity of the loans and liquidity risk. Impaired loans are carried at fair value.
Specific valuation allowances are included in the allowance for loan losses. The carrying amount
of accrued interest receivable approximates its fair value.
Purchased Receivables: Fair values for purchased receivables are based on their carrying amounts
due to their short duration and repricing frequency.
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 nonrecurring adjustment to fair value: The Company is also required to measure
certain assets such as equity method investments, goodwill, intangible assets or OREO at fair value
on a nonrecurring basis in accordance with GAAP. 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. Changes in assumptions could significantly affect the estimates.
- 15 -
Table of Contents
Estimated fair values as of March 31, 2010 are as follows:
Carrying | Fair | |||||||
Amount | Value | |||||||
(In Thousands) | ||||||||
Financial assets: |
||||||||
Cash and cash equivalents |
$ | 78,179 | $ | 78,179 | ||||
Investment securities |
171,487 | 173,907 | ||||||
Net loans |
632,871 | 591,570 | ||||||
Purchased receivables |
6,962 | 6,962 | ||||||
Accrued interest receivable |
3,683 | 3,683 | ||||||
Financial liabilities: |
||||||||
Deposits |
$ | 835,055 | $ | 833,705 | ||||
Accrued interest payable |
408 | 408 | ||||||
Borrowings |
14,591 | 13,930 | ||||||
Junior subordinated debentures |
18,558 | 11,306 | ||||||
Unrecognized financial instruments: |
||||||||
Commitments to extend credit(1) |
$ | 159,227 | $ | 1,592 | ||||
Standby letters of credit(1) |
17,815 | 178 |
(1) | 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 | Significant | |||||||||||||||
Active Markets | Other | Significant | ||||||||||||||
for Identical | Observable | Unobservable Inputs | ||||||||||||||
Total | Assets (Level 1) | Inputs (Level 2) | (Level 3) | |||||||||||||
(In Thousands) | ||||||||||||||||
2010: |
||||||||||||||||
Available for sale securities |
||||||||||||||||
U.S. Treasury & government sponsored |
$ | 128,383 | | $ | 128,383 | | ||||||||||
Municipal Securities |
6,288 | | 6,288 | | ||||||||||||
U.S. Agency Mortgage-backed Securities |
84 | 84 | ||||||||||||||
Corporate bonds |
29,262 | | 29,262 | | ||||||||||||
Total |
$ | 164,017 | | $ | 164,017 | | ||||||||||
2009: |
||||||||||||||||
Available for sale securities |
||||||||||||||||
U.S. Treasury & government sponsored |
$ | 96,162 | | $ | 96,162 | | ||||||||||
Municipal Securities |
4,991 | | 4,991 | | ||||||||||||
U.S. Agency Mortgage-backed Securities |
338 | 338 | ||||||||||||||
Corporate bonds |
24,005 | | 24,005 | | ||||||||||||
Total |
$ | 125,496 | | $ | 125,496 | | ||||||||||
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As of and for the three months ending March 31, 2010, 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 | Total | ||||||||||||||||||
for Identical | Observable | Unobservable Significant | (gains) | |||||||||||||||||
Total | Assets (Level 1) | Inputs (Level 2) | Inputs (Level 3) | losses | ||||||||||||||||
(In Thousands) | ||||||||||||||||||||
2010: |
||||||||||||||||||||
Loans measured for impairment1 |
$ | 12,651 | | $ | 8,480 | $ | 4,171 | $ | 258 | |||||||||||
Other real estate owned2 |
498 | | | 498 | 176 | |||||||||||||||
Total |
$ | 13,149 | | $ | 8,480 | $ | 4,669 | $ | 434 | |||||||||||
2009: |
||||||||||||||||||||
Loans measured for impairment1 |
$ | 28,028 | | $ | 9,691 | $ | 18,337 | ( $312 | ) | |||||||||||
Other real estate owned2 |
256 | | | 256 | 196 | |||||||||||||||
Total |
$ | 28,284 | | $ | 9,691 | $ | 18,593 | ( $116 | ) | |||||||||||
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 impairment 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
This discussion should be read in conjunction with the unaudited financial statements of
Northrim BanCorp, Inc. (the Company) and the notes thereto presented elsewhere in this report and
with the Companys Annual Report on Form 10-K for the year ended December 31, 2009.
Note Regarding Forward Looking-Statements
This quarterly report on Form 10-Q includes forward-looking statements, which are not
historical facts. These forward-looking statements describe 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 anticipate, believe, expect, intend 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 margin; 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 Item 1A Risk Factors, and 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, other
than as required by law.
Critical Accounting Policies
The preparation of the consolidated financial statements requires us to make a number of
estimates and assumptions that affect the reported amounts and disclosures in the consolidated
financial statements. On an ongoing basis, we evaluate our estimates and assumptions based upon
historical experience and various other factors and circumstances. We believe that our estimates
and assumptions are reasonable; however, actual results may differ significantly from these
estimates and assumptions which could have a material impact on the carrying value of assets and
liabilities at the balance sheet dates and on our results of operations for the reporting periods.
The accounting policies that involve significant estimates and assumptions by management,
which have a material impact on the carrying value of certain assets and liabilities, are
considered critical accounting policies. 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, 2009. 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, 2009. Management has applied its critical accounting policies and estimation methods
consistently in all periods presented in these financial statements.
There were new accounting pronouncements that became effective for the Company on January 1,
2010. 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.
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Economic Conditions
Alaskas economy continues to be healthier than the nation as a whole, with the third lowest
level of delinquencies and second lowest level of foreclosed homes of all 50 states in the
country, according to the fourth quarter 2009 National Mortgage Bankers Association survey of
delinquencies and foreclosures for 1-4 unit residences. Alaska also leads the nation by a large
margin in having the lowest levels of subprime loans either delinquent or in foreclosure. The
national rate for all subprime loans delinquencies was 27.8% and there is no other state in the
country less than 20%; however, in Alaska only 11.3% are delinquent.
Though Alaska is doing better than the rest of the nation in these important indicators,
both the U.S. and Alaska continue to have higher than average historical delinquency rates. At
the end of 2009, 4.8% of all residential mortgage loans were delinquent in Alaska up from 3.8% a
year ago. This delinquency rate was a 0.3% decline from the third quarter and the first
improvement in five quarters. Nationally, delinquencies were 10.4% at the end of 2009, up from
8.6% a year ago. Total foreclosures in Alaska at December, 2009 were 1.4%, up from 0.9% one year
earlier. Nationally, total foreclosures have grown to 4.6% at December 31, 2009 from 3.3% at
December 31, 2008.
Highlights and Summary of Performance First Quarter of 2010
| Northrim remains well-capitalized with Tier 1 Capital to risk adjusted assets at 14.31%, up from 13.98% in the immediate prior quarter and 13.60% in the first quarter a year ago. |
| Northrims total tangible common equity to total tangible assets at quarter end was 10.56%, up from 9.85% a year earlier. Tangible common equity to tangible assets is a non-GAAP ratio that represents total equity less goodwill and intangible assets divided by total assets less goodwill and intangible assets. The GAAP measure of equity to assets is total equity divided by total assets. Total equity to total assets was 11.37% at March 31, 2010 as compared to 10.70% at March 31, 2009. |
| These ratios above do not reflect any government investment in Northrim as the Company elected not to participate in the Capital Purchase Program sponsored by the U. S. Treasury in 2008. |
| Book value per share grew 5% to $17.60 and tangible book value grew 6% to $16.20 per share from the prior year. |
| Nonperforming assets declined to $31.6 million, or 3.20% of total assets at March 31, 2010, compared to $35.3 million, or 3.56% of assets a year ago. |
| The allowance for loan losses totaled 2.17% of gross loans at March 31, 2010, compared to 1.97% a year ago. |
| Northrim continues to pay a quarterly cash dividend which provides a yield of approximately 2.4% at current market share prices. |
The Company reported net income and diluted earnings per share of $1.9 million and $0.29,
respectively, for the first quarter of 2010 compared to net income and diluted earnings per share
of $2.0 million and $0.31, respectively, for the first quarter of 2009. The slight decline in
net income from the prior year was primarily attributable to a large decrease in the other
operating income, net of a slight increase in net interest income and decreases in other
operating expenses and the provision for income taxes.
Net loans fell 5% from the year-ago period with fewer construction and development projects
and declines in commercial loans partially offset by growth in commercial real estate loans.
About 85% of the portfolio consists of loans made to customers in the greater Anchorage market
and 15% are in the Fairbanks market. Total deposits at March 31, 2010, were $835.1 million, down
1% compared to a year-ago and down 2% compared to December 31, 2009.
Credit Quality and Nonperforming Assets
Nonperforming assets at March 31, 2010, declined by $3.7 million year-over-year and fell
$3.2 million from the preceding quarter. Nonperforming assets consist of nonaccrual loans,
accruing loans 90 days or more past due, troubled debt restructurings, and OREO. The risk
profile of the portfolio improved as a result of the following developments:
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| Loans measured for impairment decreased to $44 million at March 31, 2010, compared to $46.3 million at December 31, 2009 and $69.9 million in the first quarter a year ago. |
| All construction and development projects in OREO are substantially complete and are being marketed. |
| The $7.0 million condominium conversion project in Anchorage that moved into OREO last quarter continues to generate rental income producing an average yield of approximately 6%. Of the sixty-eight original units, twenty condos have been sold and forty-two are rented, providing positive cash flow for the project. |
| Net charge-offs in the first quarter of 2010, totaled $437,000, or 0.27% annualized of average loans as compared to net charge-offs of $910,000, or 0.52% annualized of average loans during the first quarter of 2009. |
| Restructured loans decreased to zero at March 31, 2010, compared to $3.8 million at December 31, 2009, and $1.2 million in the first quarter a year ago. The $1.2 million in restructured loans at March 31, 2009, moved to a nonaccrual status at June 30, 2009, and have remained in nonaccrual loans through the quarter ending March 31, 2010. The $3.8 million restructured loan at December 31, 2009, was transferred to a performing status at March 31, 2010, as the loan is current and at current market rates. |
| Sales of OREO continued during the quarter ending March 31, 2010, with eleven properties sold for $2 million, generating a $70,000 net gain over current carrying value. |
At the end of the first quarter, nonperforming loans totaled $15.6 million, or 2.41% of total
loans, compared to $17.5 million, or 2.67% of total loans at December 31, 2009, and $21.6 million,
or 3.18% of total loans a year ago. Total nonperforming assets were $31.6 million, or 3.20% of
total assets at March 31, 2010, compared to $34.8 million, or 3.47% of total assets three months
earlier, and $35.3 million, or 3.56% of total assets a year ago. The decrease in nonperforming
loans at March 31, 2010 as compared to December 31, 2009 is due to a $3.8 million decrease in
troubled debt restructurings, offset by a $1.2 million increase in nonaccrual loans and a $614,000
increase in accruing loans past due 90 days or more.
At March 31, 2010, management had identified potential problem loans of $16.4 million as
compared to potential problem loans of $17 million at December 31, 2009 and $16.3 million at March
31, 2009. Potential problem loans are loans which are currently performing and are not included in
nonaccrual loans, accruing loans 90 days or more past due, or troubled debt restructurings
(TDRs)_that have developed negative indications that the borrower may not be able to comply with
present payment terms and which may later be included in nonaccrual, past due, or TDRs. The
$557,000 decrease in potential problem loans at March 31, 2010 from December 31, 2009 is primarily
due to the transfer of one $3.3 million residential land development loan to nonaccrual status.
This decrease was partially offset by the addition of three commercial loans.
At March 31, 2010, December 31, 2009 and March 31, 2009 the Company held OREO of $16.1
million, $17.4 million and $13.7 million, respectively. As of March 31, 2010, OREO consists of $11
million in condominiums, $4.3 million in residential lots in various stages of development,
$322,000 in commercial property and $471,000 in single family residences. During the first quarter
of 2010, additions to OREO totaled $1 million and included $751,000 in residential lots and
$248,000 in single family residences. During the first quarter of 2010, the Company received
approximately $2.0 million in proceeds for the sale of OREO which included $1.6 million from the
sale of condominiums and $369,000 from the sale of residential lots.
The following summarizes OREO activity for the three-month periods ending March 31, 2010 and
2009:
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March 31, 2010 |
March 31, 2009 |
|||||||
(In Thousands) | ||||||||
Balance, beginning of the year |
$ | 17,355 | $ | 12,617 | ||||
Transfers from loans, net |
744 | 2,766 | ||||||
Investment in other real estate owned |
4 | 546 | ||||||
Proceeds from the sale of other real estate owned |
(1,981 | ) | (2,104 | ) | ||||
Gain on sale of other real estate owned, net |
70 | 108 | ||||||
Deferred gain on sale of other real estate owned |
49 | | ||||||
Impairment on other real estate owned |
(176 | ) | (196 | ) | ||||
Balance at end of period |
$ | 16,065 | $ | 13,737 | ||||
RESULTS OF OPERATIONS
Income Statement
Net Income
Net income attributable to Northrim Bancorp for the quarter ended March 31, 2010, was $1.9
million or $0.29 per diluted share, or a decrease of $55,000 and $0.02 or 3% and 6%, respectively,
as compared to the same period in 2009. For the quarter ended March 31, 2010, the Companys net
interest income increased by $128,000, or 1%; its other operating income decreased $727,000, or
20%, primarily due to a decrease in the Companys earnings from RML; its other operating expenses
decreased by $364,000, or 3%, due to decreases in insurance and audit expenses; and its provision
for income taxes decreased by $125,000, or 15%, due to lower pretax income and increased tax exempt
income as compared to the first quarter a year ago. The provision for loan losses was consistent
for the three months ending March 31, 2010 and 2009. See further discussion of these individual
items in the sections below.
Net Interest Income / Net Interest Margin
Net interest income for the first quarter of 2010 increased $128,000, or 1%, to $11.3 million
from $11.2 million in the first quarter of 2009 because of larger reductions in interest expense,
accompanied by a smaller decrease in the yields on the Companys interest-earning assets. The
Companys net interest income as a percentage of average interest-earning assets on a tax
equivalent basis was 5.34% and 5.20%, respectively, for the three-month periods ending March 31,
2010 and 2009. The decrease in funding costs coupled with smaller decreases in the yields on its
earning assets for the three-month period ending March 31, 2010 as compared to the same period in
2009 resulted in an increase in the net tax-equivalent margin.
Average loans, the largest category of interest-earning assets, decreased by $56.9 million in
the first quarter of 2010 as compared to the first quarter of 2009. Commercial, construction, home
equity lines and other consumer loans and real estate loans for sale all decreased between the
first quarters of 2010 and 2009 while commercial real estate loans increased during the same
period. The overall decline in the loan portfolio resulted from a combination of refinance and
loan payoff activity and a decrease in construction loan originations.
Average investments increased $43.7 million in the first quarter of 2010 as compared to the
first quarter of 2009. This increase arose as loan totals decreased and total deposits increased.
Interest-bearing liabilities decreased during the first quarter of 2010, as compared to the
same period in 2009. This decrease arose from the payoff of the Companys long term borrowings
from FHLB of $9.9 million in the third quarter of 2009 as well as a shift in customer deposits from
interest-bearing to noninterest-bearing demand deposits. Lastly, the Company had average public
certificates of deposits from the Alaska Permanent Fund Corporation of $58.8 million in the first
quarter of 2009 and had no public deposits in the first quarter of 2010. The Alaska Permanent Fund
Corporation may invest in certificates of deposit at Alaska
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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.
The decrease in public certificates of deposit was partially offset by an increase in other
certificate of deposit products in the first quarter of 2010 as compared to the same period in
2009. The average cost of interest-bearing liabilities decreased 39 basis points for the first
quarter of 2010 compared to the first quarter of 2009 due mainly to declining market rates and the
payoff of the Companys FHLB borrowings.
Components of Net Interest Margin
The following table compares average balances and rates as well as net tax equivalent margin
on earning assets for the quarters ending March 31, 2010 and 2009:
Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||
Interest income/ | Average Yields/Costs | |||||||||||||||||||||||||||||||||||||||||||
Average Balances | Change | expense | Change | Tax Equivalent | ||||||||||||||||||||||||||||||||||||||||
2010 | 2009 | $ | % | 2010 | 2009 | $ | % | 2010 | 2009 | Change | ||||||||||||||||||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||||||||||||||||||||||
Commercial |
$ | 244,074 | $ | 280,342 | $ | (36,268 | ) | -13 | % | $ | 4,360 | $ | 4,669 | $ | (309 | ) | -7 | % | 7.24 | % | 6.76 | % | 0.48 | % | ||||||||||||||||||||
Construction/development |
60,004 | 97,056 | (37,052 | ) | -38 | % | 1,204 | 1,722 | (518 | ) | -30 | % | 8.14 | % | 7.20 | % | 0.94 | % | ||||||||||||||||||||||||||
Commercial real estate |
297,934 | 271,347 | 26,587 | 10 | % | 5,051 | 4,719 | 332 | 7 | % | 6.88 | % | 7.05 | % | -0.17 | % | ||||||||||||||||||||||||||||
Home equity lines and
other consumer |
48,544 | 50,562 | (2,018 | ) | -4 | % | 807 | 850 | (43 | ) | -5 | % | 6.75 | % | 6.81 | % | -0.06 | % | ||||||||||||||||||||||||||
Real estate loans for sale |
| 8,101 | (8,101 | ) | NA | | 98 | (98 | ) | NA | 0.00 | % | 4.91 | % | NA | |||||||||||||||||||||||||||||
Other loans |
(1,886 | ) | (1,820 | ) | (66 | ) | 4 | % | ||||||||||||||||||||||||||||||||||||
Total loans1, 2 |
648,670 | 705,588 | (56,918 | ) | -8 | % | 11,422 | 12,058 | (636 | ) | -5 | % | 7.15 | % | 6.94 | % | 0.21 | % | ||||||||||||||||||||||||||
Short-term investments |
36,887 | 36,640 | 247 | 1 | % | 23 | 75 | (52 | ) | -69 | % | 0.25 | % | 0.82 | % | -0.57 | % | |||||||||||||||||||||||||||
Long-term investments |
178,229 | 134,766 | 43,463 | 32 | % | 1,329 | 1,154 | 175 | 15 | % | 3.11 | % | 3.61 | % | -0.50 | % | ||||||||||||||||||||||||||||
Total investments |
215,116 | 171,406 | 43,710 | 26 | % | 1,352 | 1,229 | 123 | 10 | % | 2.66 | % | 3.06 | % | -0.40 | % | ||||||||||||||||||||||||||||
Interest-earning assets |
863,786 | 876,994 | (13,208 | ) | -2 | % | 12,774 | 13,287 | (513 | ) | -4 | % | 6.03 | % | 6.18 | % | -0.15 | % | ||||||||||||||||||||||||||
Nonearning assets |
109,244 | 113,099 | (3,855 | ) | -3 | % | ||||||||||||||||||||||||||||||||||||||
Total |
$ | 973,030 | $ | 990,093 | $ | (17,063 | ) | -2 | % | |||||||||||||||||||||||||||||||||||
Interest-bearing deposits |
$ | 577,497 | $ | 629,518 | $ | (52,021 | ) | -8 | % | $ | 1,275 | $ | 1,721 | $ | (446 | ) | -26 | % | 0.90 | % | 1.11 | % | -0.21 | % | ||||||||||||||||||||
Borrowings |
32,460 | 36,538 | (4,078 | ) | -11 | % | 195 | 390 | (195 | ) | -50 | % | 2.39 | % | 4.27 | % | -1.88 | % | ||||||||||||||||||||||||||
Total interest-bearing liabilities |
609,957 | 666,056 | (56,099 | ) | -8 | % | 1,470 | 2,111 | (641 | ) | -30 | % | 0.98 | % | 1.28 | % | -0.30 | % | ||||||||||||||||||||||||||
Demand deposits and other
noninterest-bearing liabilities |
250,483 | 217,544 | 32,939 | 15 | % | |||||||||||||||||||||||||||||||||||||||
Equity |
112,590 | 106,493 | 6,097 | 6 | % | |||||||||||||||||||||||||||||||||||||||
Total |
$ | 973,030 | $ | 990,093 | $ | (17,063 | ) | -2 | % | |||||||||||||||||||||||||||||||||||
Net interest income |
$ | 11,304 | $ | 11,176 | $ | 128 | 1 | % | ||||||||||||||||||||||||||||||||||||
Net tax equivalent margin on earning assets |
5.34 | % | 5.20 | % | 0.14 | % | ||||||||||||||||||||||||||||||||||||||
1 | Loan fees recognized during the period and included in the yield calculation totalled $670,000 and $734,000 in the first quarter of 2010 and 2009, respectively. | |
2 | Average nonaccrual loans loans included in the computation of the average loans were $12.8 million and $20.1 millionin the first quarter of 2010 and 2009, respectively. |
Analysis of Changes in Interest Income and Expense
The following table sets forth the changes in consolidated net interest income attributable to
changes in volume and to changes in interest rates for the quarter ended March 31, 2010. Changes
attributable to the
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combined effect of volume and interest rate have been allocated proportionately
to the changes due to volume and the changes due to interest rate.
Quarter ended March 31, 2010 vs. 2009 | ||||||||||||
Increase (decrease) due to | ||||||||||||
Volume | Rate | Total | ||||||||||
Interest Income: |
||||||||||||
Loans |
$ | ( 996 | ) | $ | 360 | $ | ( 636 | ) | ||||
Long-term investments |
303 | (128 | ) | 175 | ||||||||
Short-term investments |
(1 | ) | (51 | ) | (52 | ) | ||||||
Total interest income |
$ | ( 693 | ) | $ | 181 | $ | ( 513 | ) | ||||
Interest Expense: |
||||||||||||
Deposits: |
||||||||||||
Interest-bearing deposits |
$ | ( 135 | ) | (311 | ) | $ | ( 446 | ) | ||||
Borrowings |
(40 | ) | (155 | ) | (195 | ) | ||||||
Total interest expense |
$ | ( 175 | ) | $ | ( 466 | ) | $ | ( 641 | ) | |||
Provision for Loan Losses
The provision for loan losses was $1.4 million for each of the three-month periods ending
March 31, 2010 and 2009. Net charge offs were $437,000 and $910,000, respectively, for the
quarters ending March 31, 2010 and 2009. At March 31, 2010, the allowance for loan losses was $14
million, or 2.17% of total loans as compared to $13.4 million, or 1.97% of total loans a year ago.
The Company believes that a higher reserve is appropriate at March 31, 2010 to address the impact
of the current economic environment on our loan portfolio. See analysis of allowance for loan
losses in the Balance Sheet Overview section.
Other Operating Income
Other operating income for the first quarter of 2010 was $2.9 million, a decrease of $727,000
from $3.6 million in the first quarter of 2009. The decrease was due primarily to a $921,000
decrease in earnings from RML that resulted from decreased refinance activity in the first quarter
of 2010 as compared to the first quarter of 2009. Additionally, purchased receivable income
decreased $444,000 because one of the Companys large purchased receivable customers sold a portion
of its business and used those proceeds to repay its purchased receivable at the end of March in
2009. These decreases were partially offset by $281,000 in gains on the sale of three securities
in the first quarter of 2010 and a $200,000 increase in rental income on other real estate owned
due to the acquisition of a large condominium development in December 2009. In addition, an
increase of $90,000 in electronic banking income due to increased fees collected from increased
point-of-sale and ATM transactions and a $70,000 increase in earnings from Elliott Cove caused by
an increase in its assets under management further offset these decreases in other operating
income.
Other Operating Expense
Other operating expense for the first quarter of 2010 was $10.2 million, a decrease of
$364,000 from the first quarter of 2009. This decrease was primarily due to decreases of $303,000
and $247,000, respectively, in professional and outside services and insurance expense.
Professional and outside services decreased due to a $159,000 decrease in audit fees and a $99,000
decrease in accounting fees resulting from the fact that the Company did not utilize consulting
services in its analysis of goodwill in the first quarter of 2010 as it did in the same period a
year ago. Insurance expense decreased due to a $164,000 decrease in Keyman insurance resulting
from increases in the cash surrender value of assets held under the Companys Keyman insurance
policies and an $80,000 decrease in FDIC insurance premiums due to lower average insured deposit
balances. These decreases were partially offset by a $169,000 increase in salaries and personnel
expense due to increases in salary and benefits costs at Northrim Benefits Group and a $121,000
increase in marketing expense that arose from increased charitable donations, promotion and market
research costs.
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Income Taxes
The provision for income taxes decreased by $125,000 in the first quarter of 2010 as compared
to the same period in 2009, primarily due to decreased pre-tax income. Additionally, increased tax
exempt interest income on investments and modest tax exempt market gains on the Companys Keyman
insurance policies in the first quarter of 2010 as compared to more significant nondeductible
market losses in the same period in 2009 relative to the level of taxable income for the period
resulted in a 2% decrease in the tax rate for the first quarter of 2010 at 27% as compared to 29%
for the same period in 2009.
FINANCIAL CONDITION
Balance Sheet Overview
Investment Securities
Investment securities decreased $13.8 million, or 7%, from December 31, 2009, and increased
$35.5 million, or 26%, from March 31, 2009. The decrease in investments from December 31, 2009 to
March 31, 2010 was primarily due to the reinvestment of the proceeds from security calls and
maturities into overnight investments. The increase in investments from March 31, 2009 to March
31, 2010 arose as loan totals decreased and proceeds from deposits were placed into investments.
Loans and Lending Activities
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 75% of total
average earning assets for the quarter ending March 31, 2010, compared to 80% of total average
earning assets for the quarter ending March 31, 2009. The yield on loans averaged 7.15% for the
quarter ending March 31, 2010, compared to 6.94% during the same period in 2009. See the Net
Interest Income section for further discussion of average balances and yields for the three-month
period ending March 31, 2010 and 2009.
The loan portfolio decreased by $36 million to $646.9 million, or 5%, at March 31, 2010 from
$682.9 million at March 31, 2009. Commercial loans decreased $29.7 million, or 11%, construction
loans decreased $29.3 million, or 35%, home equity lines and other consumer loans decreased $1.7
million, or 4%, real estate loans for sale decreased $4.2 million or 100%, and commercial real
estate loans increased $29.2 million, or 11% at March 31, 2010 from March 31, 2009. In addition,
commercial
loans decreased $1 million, or less than 1%, construction loans decreased $8.3 million, or 13%,
commercial real estate loans decreased $2.9 million, or 1%, and home equity lines and other
consumer loans increased $2.2 million, or 5%, and at March 31, 2010 from December 31, 2009. Due to
its efforts to capitalize on market opportunities, the Company expects its loan portfolio to
increase in 2010 mainly in the commercial and commercial real estate areas.
Analysis of Allowance for Loan Losses
The Company maintains an 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. At March 31,
2010, the allowance for loan losses was $14 million, or 2.17% of total loans as compared to $13.4
million, or 1.97% of total loans a year ago.
In determining its total Allowance, the Company first estimates a specific allowance for
impaired loans. Management determines the fair value of the majority of these loans based on the
underlying collateral values. This analysis is based upon a specific analysis for each impaired
loan, including
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appraisals on loans secured by real property, managements assessment of the
current market, recent payment history and an evaluation of other sources of repayment. In-house
evaluations of fair value are used in the impairment analysis in some situations. Inputs to the
in-house evaluation process include information about sales of comparable properties in the
appropriate markets and changes in tax assessed values. 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. Appraisals may be adjusted downward by the
Company based on our evaluation of the facts and circumstances on a case by case basis. Appraisals
may be discounted when management believes that the absorption period used in the appraisal is
unrealistic, when expected liquidation costs exceed those included in the appraisal, or when
managements evaluation of deteriorating market conditions warrants an adjustment. Additionally,
the Company may also adjust appraisals in the above circumstances between appraisal dates. 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 specific allowance for impaired loans, as well as the overall Allowance, may increase based on
the Companys assessment of updated appraisals. The specific allowance on impaired loans at March
31, 2010, was $1.9 million, or 15% of total loans that are specifically impaired compared to $1.9
million, or 12%, and $2.9 million, or 10%, of total loans that were specifically impaired at
December 31, 2009 and March 31, 2009, respectively..
When the Company determines that a loss has occurred on an impaired loan, a charge-off equal
to the difference between carrying value and fair value is done. If a specific allowance is deemed
necessary for a loan, and then that loan is partially charged off, the loan remains classified as a
nonperforming loan after the charge-off is recorded. Loans measured for impairment based on
collateral value and all other loans measured for impairment are accounted for in the same way.
The ratio of nonperforming loans for which there has been a charged off compared to total
nonperforming loans as of March 31, 2010 was 22% compared to 18% at December 31, 2009 and 23% as of
March 31, 2009. The Allowance coverage ratios are affected by charge-offs.
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. The Company
has $54.2 million in construction loans at March 31, 2010, and $10.4 million of those loans have
interest reserves as of March 31, 2010. Management does not consider construction loans with
interest reserves to be a material component of the portfolio for purposes of the Allowance
calculation.
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. In
2009, management developed a more rigorous migration analysis for unidentified loan portfolio risk
that analyzed loss history associated with the unallocated portion of the portfolio. The Company
has observed an increase in charge off ratios in recent years on both the allocated and unallocated
portions of its loan portfolio. Additionally, the average ratio of unallocated reserves to
unallocated loans has increased. The ratio of unallocated reserves to unallocated loans was 1.61%
at March 31, 2010 as compared to 1.49% at December 31, 2009 and 1.34% at March 31, 2009. The
increase in the unallocated reserve reflects managements belief that the current economic
environment, the increased charge-off ratios discussed above, and historical experience with
unidentified risk in the loan
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portfolio supports the current level of unallocated reserves. At
March 31, 2010, the unallocated reserve as a percentage of total reserves was 51% as compared to
43% of total reserves at March 31, 2009.
Deposits
Deposits are the Companys primary source of funds. Total deposits decreased $18.1 million at
March 31, 2010, from December 31, 2009, and decreased $6.6 million from March 31, 2009. The
Companys deposits generally are expected to fluctuate according to the level of the Companys
market share, economic conditions, and normal seasonal trends. The Company continues to market its
High Performance Checking products and expects increases in the number of deposit accounts and the
balances associated with them in 2010. There were no depositors with deposits representing 10% or
more of total deposits at March 31, 2010, December 31, 2009, or March 31, 2009.
To provide customer assurances, the Company is participating in the FDICs Transaction Account
Guarantee Program (TAGP) that provides 100% guarantee of noninterest-bearing checking accounts,
including NOW accounts paying less than 0.50%. Effective July 1, 2010, the maximum interest rate
for NOW accounts included in this program will decrease to 0.25%. TAGP has recently been extended
to December 31, 2010. Additionally, under recent changes from the FDIC, all
interest-bearing deposit accounts are insured up to $250,000 through December 31, 2013.
Borrowings
At March 31, 2010, the Companys maximum borrowing line from the FHLB was $115.3 million,
approximately 12% of the Companys assets. 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 March 31, 2010 and December
31, 2009, the Company had no outstanding balances on the borrowing line. At March 31, 2009 there
was an outstanding balance on the borrowing line of $10.6 million and there were no additional
monies committed to secure public deposits. The decrease in the outstanding balance of the line at
March 31, 2010 and December 31, 2009 as compared to March 31, 2009 was the result of the early pay
off of $9.9 million in advances in September 2009. The advances had an average remaining life of
over 8 years. A resulting $718,000 prepayment penalty reduced earnings per diluted share for the
third quarter of 2009 by $0.07 and is expected to save as much as $0.05 per diluted 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 Northrim Building LLC, assumed an existing loan secured by the
building in an amount of $5.1 million. At March 31, 2010, December 31, 2009 and March 31, 2009,
the
outstanding balance on this loan was $4.9 million, $4.9 million and $5.0 million, respectively.
This loan has a maturity date of April 1, 2014 and a fixed interest rate of 5.95%.
In addition to the borrowings from the FHLB and for the building, the Company had $9.7 million
in other borrowings outstanding at March 31, 2010, as compared to $7.4 million, and $1.0 million,
respectively, in other borrowings outstanding at December 31, 2009 and March 31, 2009. Other
borrowings as of March 31, 2010 and December 31, 2009 consisted of security repurchase arrangements
and short-term borrowings from the Federal Reserve Bank for payroll tax deposits. Other borrowings
at March 31, 2009 consist of short-term borrowings from the Federal Reserve Bank for payroll tax
deposits.
At March 31, 2010, December 31, 2009 and March 31, 2009, the Company had no short-term
(original maturity of one year or less) borrowings that exceeded 30% of shareholders equity.
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Liquidity and Capital Resources
The Company manages its liquidity through its Asset and Liability Committee. In addition to
the $78.2 million of cash and cash equivalents and $143.0 million in unpledged available for sale
securities held at March 31, 2010, 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 $122.4 million as of March 31, 2010.
At March 31, 2010, $21 million in securities, or 12%, of the investment portfolio was pledged,
as compared to $17.7 million, or 9%, at December 31, 2009, and $101.4 million, or 73%, at March 31,
2009. The changes in pledged securities are due to the fact that as of March 31, 2010 and December
31, 2009, the Company did not have any securities pledged to collateralize Alaska Permanent Fund
certificates of deposit. At March 31, 2009, the Company had pledged $57 million to collateralize
Alaska Permanent Fund certificates of deposit.
The Company issued 15,470 shares through the exercise to stock options in the first quarter of
2010 and did not repurchase any shares of its common stock under the Companys publicly announced
repurchase program. At March 31, 2010, 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 March 31, 2010, the
Company and the Bank met all applicable regulatory capital adequacy requirements for a
well-capitalized institution.
The FDIC has in place qualifications for banks to be classified as well-capitalized. As of
March 15, 2010, 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 March 31, 2010.
Adequately- | Well- | Actual Ratio | Actual Ratio | |||||||||||||
Capitalized | Capitalized | BHC | Bank | |||||||||||||
Tier 1 risk-based capital |
4.00 | % | 6.00 | % | 14.31 | % | 13.35 | % | ||||||||
Total risk-based capital |
8.00 | % | 10.00 | % | 15.57 | % | 14.60 | % | ||||||||
Leverage ratio |
4.00 | % | 5.00 | % | 12.61 | % | 11.76 | % |
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
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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.
Off-Balance Sheet Items
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 March 31, 2010, December 31, 2009 and March 31,
2009, the Companys commitments to extend credit and to provide letters of credit amounted to $177
million, $183.6 million, and $170.8, 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.
Capital Expenditures and Commitments
The Company has no capital commitments as of March 31, 2010.
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 March 31, 2010, indicate that, if interest rates
immediately increased by 100 basis points, the Company would experience an increase in net interest
income of approximately $208,000 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 $854,000 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 March 31, 2010 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
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, 2009. These risk factors have not materially changed
as of May 7, 2010.
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 first quarter of 2010.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. RESERVED
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
10.31
|
Employment Agreement with R. Marc Langland dated January 1, 2010(1) | |
10.32
|
Employment Agreement with Christopher N. Knudson dated January 1, 2010(1) | |
10.33
|
Employment Agreement with Joseph M. Schierhorn dated January 1, 2010(1) |
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10.34
|
Employment Agreement with Joseph M. Beedle dated January 1, 2010(1) | |
10.35
|
Employment Agreement with Steven L. Hartung dated January 1, 2010(1) | |
16.1
|
Letter of KPMG LLP dated February 2, 2010(2) | |
16.1
|
Letter of KPMG LLP dated March 19, 2010 (3) | |
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 January 7, 2010 | |
(2) | Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on February 3, 2010 | |
(3) | Incorporated by reference to the Companys Current Report on Form 8-K/A filed with the SEC on March 19, 2010 |
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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. |
||||
May 7, 2010 | By | /s/ R. Marc Langland | ||
R. Marc Langland | ||||
Chairman, President, and CEO (Principal Executive Officer) |
||||
May 7, 2010 | By | /s/ Joseph M Schierhorn | |||
Joseph M. Schierhorn | |||||
Executive Vice President,
Chief Financial Officer (Principal Financial and Accounting Officer) |
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