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NORTHRIM BANCORP INC - Quarter Report: 2020 March (Form 10-Q)



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
FORM 10-Q
(Mark One)
   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2020
   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from_____to____
Commission File Number 000-33501
NORTHRIM BANCORP, INC.
(Exact name of registrant as specified in its charter)
Alaska
 
92-0175752
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
3111 C Street
Anchorage, Alaska 99503
(Address of principal executive offices)    (Zip Code) 

(907) 562-0062

(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
TITLE OF EACH CLASS
TRADING SYMBOL
NAME OF EXCHANGE
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   
ý Yes  ¨ No
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 the registrant was required to submit and post such files). 
ý Yes  ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:  
Large Accelerated Filer ¨  Accelerated Filer ý    Non-accelerated Filer ¨
Smaller Reporting Company Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      
Yes  ý No

The number of shares of the issuer’s Common Stock, par value $1 per share, outstanding at May 5, 2020 was 6,366,100.




TABLE OF CONTENTS
 
 
 
Part  I
FINANCIAL INFORMATION
 
Item 1.
Financial Statements (unaudited)
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
Part II
OTHER INFORMATION
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.



1



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 Northrim BanCorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019.

ITEM 1. FINANCIAL STATEMENTS

2


CONSOLIDATED FINANCIAL STATEMENTS
NORTHRIM BANCORP, INC.
Consolidated Balance Sheets
(Unaudited)
 
March 31,
2020
 
December 31,
2019
(In Thousands, Except Share Data)
 
ASSETS
 
 
 
Cash and due from banks

$31,096

 

$20,518

Interest bearing deposits in other banks
54,714

 
74,906

Investment securities available for sale, at fair value
268,959

 
276,138

Marketable equity securities
7,609

 
7,945

Investment in Federal Home Loan Bank stock
3,312

 
2,138

Loans held for sale
86,258

 
67,834

Loans
1,081,873

 
1,043,371

Allowance for loan losses
(21,017
)
 
(19,088
)
Net loans
1,060,856

 
1,024,283

Purchased receivables, net
23,670

 
24,373

Mortgage servicing rights, at fair value
11,653

 
11,920

Other real estate owned, net
7,205

 
7,043

Premises and equipment, net
39,293

 
38,422

Operating lease right-of-use asset
13,757

 
14,306

Goodwill
15,017

 
15,017

Other intangible assets, net
1,065

 
1,077

Other assets
66,798

 
58,076

Total assets

$1,691,262

 

$1,643,996

LIABILITIES
 
 
 
Deposits:
 
 
 
Demand

$453,003

 

$451,896

Interest-bearing demand
333,352

 
320,264

Savings
228,383

 
229,918

Money market
207,418

 
205,801

Certificates of deposit less than $250,000
94,255

 
90,702

Certificates of deposit $250,000 and greater
79,081

 
73,770

Total deposits
1,395,492

 
1,372,351

Borrowings
36,877

 
8,891

Junior subordinated debentures
10,310

 
10,310

Operating lease liability
13,685

 
14,229

Other liabilities
37,175

 
31,098

Total liabilities
1,493,539

 
1,436,879

SHAREHOLDERS' EQUITY
 
 
 
Preferred stock, $1 par value, 2,500,000 shares authorized, none issued or outstanding

 

Common stock, $1 par value, 10,000,000 shares authorized, 6,366,100 and 6,558,809 issued and outstanding at March 31, 2020 and December 31, 2019, respectively
6,366

 
6,559

Additional paid-in capital
44,776

 
50,512

Retained earnings
148,286

 
149,615

Accumulated other comprehensive (loss) income, net of tax
(1,705
)
 
431

Total shareholders' equity
197,723

 
207,117

Total liabilities and shareholders' equity

$1,691,262

 

$1,643,996

See notes to consolidated financial statements

3



NORTHRIM BANCORP, INC.
Consolidated Statements of Income
(Unaudited)
 
Three Months Ended
 
March 31,
(In Thousands, Except Per Share Data)
2020
 
2019
Interest Income
 
 
 
Interest and fees on loans and loans held for sale

$15,359

 

$14,977

Interest on investment securities available for sale
1,622

 
1,632

Dividends on marketable equity securities
102

 
107

Dividends on Federal Home Loan Bank stock
20

 
19

Interest on deposits in other banks
236

 
143

Total Interest Income
17,339

 
16,878

Interest Expense
 
 
 
Interest expense on deposits
1,484

 
938

Interest expense on securities sold under agreements to repurchase

 
22

Interest expense on borrowings
71

 
57

Interest expense on junior subordinated debentures
94

 
92

Total Interest Expense
1,649

 
1,109

Net Interest Income
15,690

 
15,769

Provision for loan losses
2,060

 
750

Net Interest Income After Provision for Loan Losses
13,630

 
15,019

Other Operating Income
 
 
 
Mortgage banking income
4,665

 
4,298

Purchased receivable income
921

 
809

Bankcard fees
643

 
650

Service charges on deposit accounts
362

 
413

Gain on sale of marketable equity securities, net
98

 

Gain on sale of investment securities available for sale, net

 
23

Unrealized (loss) gain on marketable equity securities
(871
)
 
534

Other income
615

 
806

Total Other Operating Income
6,433

 
7,533

Other Operating Expense
 
 
 
Salaries and other personnel expense
12,256

 
11,302

Data processing expense
1,769

 
1,679

Occupancy expense
1,657

 
1,771

Professional and outside services
608

 
556

Marketing expense
583

 
419

Insurance expense
312

 
258

Intangible asset amortization expense
12

 
15

OREO (income), net rental income and gains on sale
(36
)
 
(320
)
Other operating expense
1,626

 
1,400

Total Other Operating Expense
18,787

 
17,080

Income Before Provision for Income Taxes
1,276

 
5,472

Provision for income taxes
243

 
1,160

Net Income

$1,033

 

$4,312

Earnings Per Share, Basic

$0.16

 

$0.63

Earnings Per Share, Diluted

$0.16

 

$0.62

Weighted Average Shares Outstanding, Basic
6,467,630

 
6,879,619

Weighted Average Shares Outstanding, Diluted
6,560,593

 
6,981,951

See notes to consolidated financial statements

4



NORTHRIM BANCORP, INC.
Consolidated Statements of Comprehensive (Loss) Income
(Unaudited)
2010
 
Three Months Ended March 31,
(In Thousands)
2020
2019
Net income

$1,033


$4,312

Other comprehensive income (loss), net of tax:
 
 
   Securities available for sale:
 
 
         Unrealized gains (losses) arising during the period

($1,330
)

$1,433

            Reclassification of net (gains) losses included in net income (net of tax (benefit)
 
 
            expense) of $28 and $7 for the first quarters of 2020 and 2019, respectively
(70
)
(16
)
Derivatives and hedging activities:
 
 
     Unrealized losses arising during the period
(1,867
)
(393
)
     Income tax (expense) benefit related to unrealized gains and losses
1,131

(349
)
Other comprehensive (loss) income, net of tax
(2,136
)
675

Comprehensive (loss) income

($1,103
)

$4,987

 
See notes to consolidated financial statements


5



NORTHRIM BANCORP, INC.
Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
 
Common Stock
 
Additional Paid-in Capital
 
 Retained Earnings
 
Accumulated Other Comprehensive Income (Loss), Net of Tax
 
 Total
 
Number of Shares
 
Par Value
 
 
 
 
(In Thousands)
 
 
 
 
 
Balance as of January 1, 2019
6,883

 

$6,883

 

$62,132

 

$137,452

 

($520
)
 

$205,947

Cash dividend declared

 

 

 
(2,087
)
 

 
(2,087
)
Stock-based compensation expense

 

 
196

 

 

 
196

Exercise of stock options and vesting of restricted stock units, net
2

 
2

 
(2
)
 

 

 

Repurchase of common stock
(6
)
 
(6
)
 
(199
)
 

 

 
(205
)
Other comprehensive income, net of tax

 

 

 

 
675

 
675

Net income

 

 

 
4,312

 

 
4,312

Balance as of March 31, 2019
6,879



$6,879

 

$62,127

 

$139,677

 

$155

 

$208,838

Cash dividend declared

 

 

 
(2,060
)
 

 
(2,060
)
Stock-based compensation expense

 

 
155

 

 

 
155

Repurchase of common stock
(150
)
 
(150
)
 
(5,048
)
 

 

 
(5,198
)
Other comprehensive income, net of tax

 

 

 

 
342

 
342

Net income

 

 

 
4,261

 

 
4,261

Balance as of June 30, 2019
6,729

 

$6,729

 

$57,234

 

$141,878

 

$497

 

$206,338

Cash dividend declared

 

 

 
(2,199
)
 

 
(2,199
)
Stock-based compensation expense

 

 
193

 

 

 
193

Exercise of stock options and vesting of restricted stock units, net
3

 
3

 
(37
)
 

 

 
(34
)
Repurchase of common stock
(192
)
 
(192
)
 
(6,974
)
 

 

 
(7,166
)
Other comprehensive loss, net of tax

 

 

 

 
(631
)
 
(631
)
Net income

 

 

 
7,538

 

 
7,538

Balance as of September 30, 2019
6,540

 

$6,540

 

$50,416

 

$147,217

 

($134
)
 

$204,039

Cash dividend declared

 

 

 
(2,182
)
 

 
(2,182
)
Stock-based compensation expense

 

 
288

 

 

 
288

Exercise of stock options and vesting of restricted stock units, net
19

 
19

 
(192
)
 

 

 
(173
)
Other comprehensive income, net of tax

 

 

 

 
565

 
565

Net income

 

 

 
4,580

 

 
4,580

Balance as of December 31, 2019
6,559

 

$6,559

 

$50,512

 

$149,615

 

$431

 

$207,117

 






6



NORTHRIM BANCORP, INC.
Consolidated Statements of Changes in Shareholders’ Equity
(Continued)
(Unaudited)

 
Common Stock
 
Additional Paid-in Capital
 
 Retained Earnings
 
Accumulated Other Comprehensive Income (Loss), Net of Tax
 
 Total
 
Number of Shares
 
Par Value
 
 
 
 
(In Thousands)
 
 
 
 
 
Balance as of January 1, 2020
6,559

 

$6,559

 

$50,512

 

$149,615

 

$431

 

$207,117

Cash dividend declared

 

 

 
(2,223
)
 

 
(2,223
)
Stock-based compensation expense

 

 
242

 

 

 
242

Repurchase of common stock
(193
)
 
(193
)
 
(6,117
)
 

 

 
(6,310
)
Other comprehensive loss, net of tax

 

 

 

 
(2,136
)
 
(2,136
)
Cumulative effect of adoption of accounting principles related to equity compensation expense

 

 
139

 
(139
)
 

 

Net income

 

 

 
1,033

 

 
1,033

Balance as of March 31, 2020
6,366

 

$6,366

 

$44,776

 

$148,286

 

($1,705
)
 

$197,723

See notes to consolidated financial statements

7



NORTHRIM BANCORP, INC.
Consolidated Statements of Cash Flows
(Unaudited)
 
Three Months Ended March 31,
(In Thousands)
2020
 
2019
Operating Activities:
 
 
 
Net income

$1,033

 

$4,312

Adjustments to Reconcile Net Income to Net Cash Used by Operating Activities:
 

 
 

Gain on sale of securities, net
(98
)
 
(23
)
Depreciation and amortization of premises and equipment
761

 
733

Amortization of software
276

 
246

Intangible asset amortization
12

 
15

Amortization of investment security premium, net of discount accretion
(15
)
 
25

Loss (gain) on marketable equity securities
871

 
(534
)
Deferred tax (benefit) expense
(1,061
)
 
365

Stock-based compensation
242

 
196

Amortization of deferred loan fees, net of costs
(148
)
 
(187
)
Provision for loan losses
2,060

 
750

Reserve (benefit) for purchased receivables
5

 
(49
)
Additions to home mortgage servicing rights carried at fair value
(663
)
 
(1,107
)
Change in fair value of home mortgage servicing rights carried at fair value
930

 
674

Change in fair value of commercial servicing rights carried at fair value
21

 
23

Gain on sale of loans
(4,643
)
 
(2,927
)
Proceeds from the sale of loans held for sale
154,443

 
99,873

Origination of loans held for sale
(168,224
)
 
(92,447
)
Gain on sale of other real estate owned
(37
)
 
(316
)
Net changes in assets and liabilities:
 

 
 
(Increase) in accrued interest receivable
(495
)
 
(193
)
(Increase) decrease in other assets
(3,186
)
 
898

Decrease (increase) in other liabilities
975

 
(1,441
)
Net Cash (Used) Provided by Operating Activities
(16,941
)
 
8,886

Investing Activities:
 

 
 

Investment in securities:
 

 
 
Purchases of investment securities available for sale
(38,906
)
 
(10,376
)
Purchases of marketable equity securities
(1,038
)
 

Purchases of FHLB stock
(1,943
)
 
(210
)
Proceeds from sales/calls/maturities of securities available for sale
44,868

 
8,977

Proceeds from sales of marketable equity securities
503

 

Proceeds from redemption of FHLB stock
769

 
240

Decrease in purchased receivables, net
698

 
(6,831
)
Increase in loans, net
(38,647
)
 
2,282

Proceeds from sale of other real estate owned
37

 
1,085

Purchases of premises and equipment
(1,632
)
 
(621
)
Net Cash (Used) Provided by Investing Activities
(35,291
)
 
(5,454
)
Financing Activities:
 

 
 
Increase (decrease) in deposits
23,141

 
(70
)
Increase in securities sold under repurchase agreements

 
343

Increase (decrease) in borrowings
27,986

 
(41
)
Repurchase of common stock
(6,310
)
 
(205
)
Cash dividends paid
(2,199
)
 
(2,064
)
Net Cash Provided (Used) by Financing Activities
42,618

 
(2,037
)
Net Change in Cash and Cash Equivalents
(9,614
)
 
1,395

Cash and Cash Equivalents at Beginning of Period
95,424

 
77,538


8



Cash and Cash Equivalents at End of Period

$85,810

 

$78,933

 
 
 
 
Supplemental Information:
 

 
 
Income taxes paid

$3

 

$—

Interest paid

$1,605

 

$1,074

Transfer of loans to other real estate owned

$162

 

$—

Non-cash lease liability arising from obtaining right of use assets

$—

 

$528

Cash dividends declared but not paid

$24

 

$23

 
See notes to consolidated financial statements

9



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation and Significant Accounting Policies
The accompanying unaudited consolidated financial statements and corresponding footnotes 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. The year-end Consolidated Balance Sheet data was derived from the Company's audited financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The Company owns a 100% interest in Residential Mortgage Holding Company, LLC, the parent company of Residential Mortgage, LLC (collectively "RML") and consolidates their balance sheets and income statement into its financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The Company determined that it operates in two primary operating segments: Community Banking and Home Mortgage Lending. The Company has evaluated subsequent events and transactions for potential recognition or disclosure. Operating results for the interim period ended March 31, 2020 are not necessarily indicative of the results anticipated for the year ending December 31, 2020. These consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The Company’s significant accounting policies are discussed in Note 1 to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or total shareholders' equity.
Recent Accounting Pronouncements
Accounting pronouncements implemented in 2020
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including allowing entities to elect an accounting policy to account for forfeitures as they occur by reversing compensation expense when the award is forfeited instead of estimating future forfeitures that will occur when recognizing compensation expense related to share-based payment awards. The Company elected to account for forfeitures as they occur in accordance with the guidance in ASU 2016-09 on January 1, 2020, which resulted in a $139,000 decrease in beginning retained earnings through a cumulative-effect adjustment.
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (“ASU 2017-04”). ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The Company adopted ASU 2017-04 on January 1, 2020. The adoption of ASU 2017-04 did not have a material impact on the Company’s consolidated financial position or results of operations.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The Company adopted ASU 2018-13 on January 1, 2020. The adoption of ASU 2018-13 did not have a material impact on the Company’s consolidated financial position or results of operations.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) ("ASU 2020-04"). ASU 2020-04 provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by ASU 2020-04 do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company adopted ASU 2020-04 as of March 31, 2020. The adoption of ASU 2020-04 did not have a material impact on the Company’s consolidated financial position or results of operations because no contract modifications have been made to date.

10



Accounting pronouncements to be implemented in future periods    
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. For loans and held-to-maturity debt securities, ASU 2016-13 requires a current expected credit loss ("CECL") measurement to estimate the allowance for credit losses ("ACL") for the remaining estimated life of the financial asset (including off-balance sheet credit exposures) using historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates, but will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. ASU 2016-13 eliminates the existing guidance for purchased credit impaired loans, but requires an allowance for purchased financial assets with more than insignificant deterioration since origination. In addition, ASU 2016-13 modifies the other-than-temporary impairment model for available-for-sale debt securities to require an allowance for credit impairment instead of a direct write-down, which allows for reversal of credit impairments in future periods based on improvements in credit. ASU 2016-13 requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization's loan portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. ASU 2016-13 is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2019, and must be applied prospectively. However, on October 16, 2019 the FASB voted to delay ASU 2016-13 for Smaller Reporting Companies. In addition, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed by the President of the United States that included an option for entities to delay the implementation of ASU 2016-13 until the earlier of the termination date of the national emergency declaration by the President or December 31, 2020. The Company has elected Small Reporting Company status, which changes the effective date for ASU 2016-13 for the Company to fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2022.
Our implementation process includes loss forecasting model development, evaluation of technical accounting topics, updates to our allowance documentation, reporting processes and related internal controls, and overall operational readiness for our adoption of the ASU 2016-13, which will continue until adoption, including parallel runs for CECL alongside our current allowance process.

    We are in the process of developing, validating, and implementing models used to estimate credit losses under CECL. We have completed substantially all of our loss forecasting models, and we expect to complete the validation process for our loan
models during 2020. Our current planned approach for estimating expected life-time credit losses for loans and debt securities
includes the following key components:

An initial loss forecast period of one year for all loan portfolio segments and classes of financing receivables and off balance-sheet credit exposures. This period reflects management’s expectation of losses based on forward-looking economic scenarios over that time.

A historical loss forecast period covering the remaining contractual life, adjusted for prepayments, by segment and class of financing receivables based on the change in key historical economic variables during representative historical expansionary and recessionary periods.

A reversion period of up to two years connecting the initial loss forecast to the historical loss forecast based on economic conditions at the measurement date.

Utilization of discounted cash flow ("DCF") methods to measure credit impairment for loans modified in a troubled debt restructuring, unless they are collateral dependent and measured at the fair value of collateral. The DCF methods would obtain estimated life-time credit losses using the conceptual components described above.

For debt securities classified as available-for-sale or held-to-maturity, we plan to utilize the DCF methods to measure the ACL, which will incorporate expected credit losses using the conceptual components described above.

We will recognize an ACL for available-for-sale and held-to-maturity debt securities. The ACL on available-for-sale debt securities will be subject to a limitation based on the fair value of the debt securities. Based on the credit quality of our existing debt securities portfolio, we do not expect the ACL for held-to-maturity and available-for-sale debt securities to be significant. As
of March 31, 2020, the Company does not hold any debt securities classified as held-to-maturity.


11



The ultimate effect of CECL on our ACL will depend on the size and composition of our loan and investment portfolios, the portfolios' credit quality and economic conditions at the time of adoption, as well as any refinements to our models, methodology and other key assumptions. At adoption, we will have a cumulative-effect adjustment to retained earnings for our change in the ACL.

    

2. Goodwill and Intangible Assets
A summary of goodwill and intangible assets at March 31, 2020 and December 31, 2019, is as follows:

(In Thousands)
March 31, 2020
 
December 31, 2019
Intangible assets:
Community Banking Segment
Home Mortgage Lending Segment
 
Community Banking Segment
Home Mortgage Lending Segment
Goodwill

$7,525


$7,492

 

$7,525


$7,492

Core deposit intangible
115


 
127


Trade name intangible

950

 

950

Total

$7,640


$8,442



$7,652


$8,442


    
The Company performed goodwill impairment testing at March 31, 2020 in accordance with the policy described in Note 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2019. The Company's policy dictates that the Company will perform interim impairment testing when a triggering event occurs. The Company performed this interim impairment test using a discounted cash flow approach. The estimated fair value of each of the Company's segments exceeds its carrying value as of March 31, 2020, and we therefore concluded that no impairment existed at that time.



3. Cash and Cash Equivalents
The Company is required to maintain a $0 minimum average daily balance with the Federal Reserve Bank of San Francisco ("Federal Reserve Bank") for purposes of settling financial transactions and charges for Federal Reserve Bank services. The Company is also required to maintain cash balances or deposits with the Federal Reserve Bank sufficient to meet its statutory reserve requirements. The average reserve requirement for the maintenance period for the quarter ended March 31, 2020, was $0.
The Company is required to maintain a $500,000 balance with a correspondent bank for outsourced servicing of ATMs.

As of March 31, 2020, the Company was required to maintain a $100,000 and $2.8 million balance with a correspondent bank to collateralize the initial margin and the fair value exposure of its interest rate swap, respectively.


12




4. Investment Securities
The carrying values and estimated fair values of investment securities at the periods indicated are presented below:
(In Thousands)
Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value
March 31, 2020
 


 


 


 

Securities available for sale
 


 


 


 

U.S. Treasury and government sponsored entities

$209,183



$2,745



($19
)


$211,909

Municipal securities
2,295


28




2,323

Corporate bonds
31,762


78


(1,273
)

30,567

Collateralized loan obligations
25,700

 

 
(1,540
)
 
24,160

Total securities available for sale

$268,940



$2,851



($2,832
)


$268,959

December 31, 2019
 


 


 


 

Securities available for sale
 


 


 


 

U.S. Treasury and government sponsored entities

$210,756



$1,133



($37
)


$211,852

Municipal securities
3,288


9




3,297

Corporate bonds
34,764


302




35,066

Collateralized loan obligations
25,980

 

 
(57
)
 
25,923

Total securities available for sale

$274,788



$1,444



($94
)


$276,138



Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2020 and December 31, 2019 were as follows:

 
Less Than 12 Months
More Than 12 Months
Total
(In Thousands)
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
March 31, 2020:
 
 
 
 
 
 
Securities available for sale
 
 
 
 
 
 
     U.S. Treasury and government sponsored entities

$9,981


($19
)

$—


$—


$9,981


($19
)
     Corporate bonds
28,487

(1,273
)


28,487

(1,273
)
     Collateralized loan obligations
21,316

(1,393
)
2,844

(147
)
24,160

(1,540
)
          Total

$59,784


($2,685
)

$2,844


($147
)

$62,628


($2,832
)
December 31, 2019:
 
 
 
 
 
 
Securities available for sale
 
 
 
 
 
 
     U.S. Treasury and government sponsored entities

$39,797


($33
)

$2,996


($4
)

$42,793


($37
)
     Collateralized loan obligations
14,972

(17
)
7,951

(40
)
22,923

(57
)
          Total

$54,769


($50
)

$10,947


($44
)

$65,716


($94
)


The unrealized losses on investments in U.S. treasury and government sponsored entities, corporate bonds, collateralized loan obligations, and municipal securities in both periods were caused by changes in interest rates. At March 31, 2020 and December 31, 2019, there were 17 and 8 available-for-sale securities with unrealized losses that have been in a loss position for less than twelve months, respectively. There were 1 and 3 securities as of March 31, 2020 and December 31, 2019 that have been in an unrealized loss position for more than twelve months, respectively.  The contractual terms of the investments in a loss position do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. Because it is more likely than not that the Company will hold these investments until a market price recovery or maturity, these investments are not considered other-than-temporarily impaired.

At March 31, 2020 and December 31, 2019, $38.2 million and $30.6 million in securities were pledged for deposits and borrowings, respectively.

13




The amortized cost and estimated fair values of debt securities at March 31, 2020, are distributed by contractual maturity as shown below.  Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. 
(In Thousands)
Amortized Cost

Fair Value

Weighted Average Yield
US Treasury and government sponsored entities
 

 

 
Within 1 year

$60,009



$60,653


2.20
%
1-5 years
149,174


151,256


1.93
%
Total

$209,183



$211,909


2.00
%
Corporate bonds
 

 

 
Within 1 year

$7,002



$6,968


2.59
%
1-5 years
22,758


21,776


2.68
%
5-10 years
2,002


1,823


2.80
%
Total

$31,762



$30,567


2.67
%
Collateralized loan obligations
 
 
 
 
 
5-10 years

$5,719

 

$5,564

 
3.45
%
Over 10 years
19,981

 
18,596

 
3.19
%
Total

$25,700

 

$24,160

 
3.25
%
Municipal securities
 

 

 
1-5 years

$2,295



$2,323


3.94
%
Total

$2,295



$2,323


3.94
%


The proceeds and resulting gains and losses, computed using specific identification, from sales of investment securities for the three-month periods ending March 31, 2020 and 2019, are as follows: 
(In Thousands)
Proceeds

Gross Gains

Gross Losses
Three Months Ended March 31, 2020
 
 
 
 
 
Available for sale securities

$—

 

$—

 

$—

Three Months Ended March 31, 2019
 
 
 
 
 
Available for sale securities

$4,219

 

$23

 

$—


    
A summary of interest income for the three-month periods ending March 31, 2020 and 2019, on available for sale investment securities are as follows:
 
Three Months Ended March 31,
(In Thousands)
2020
 
2019
US Treasury and government sponsored entities

$1,161

 

$1,071

Other
434

 
509

Total taxable interest income

$1,595

 

$1,580

Municipal securities

$27

 

$52

Total tax-exempt interest income

$27

 

$52

Total

$1,622

 

$1,632




14



5.  Loans and Credit Quality
The following table presents total portfolio loans by portfolio segment and class of financing receivable, based on the Company's asset quality rating ("AQR") criteria:
(In Thousands)
Commercial

Real estate construction one-to-four family

Real estate construction other

Real estate term owner occupied

Real estate term non-owner occupied

Real estate term other

Consumer secured by 1st deeds of trust

Consumer other

Total
March 31, 2020
 

 

 

 

 

 

 

 

 
AQR Pass

$417,970



$33,920



$73,507



$135,880



$296,153



$39,915



$15,240



$24,232



$1,036,817

AQR Special Mention
2,117


1,507




3,733


17,319


1,190


178




26,044

AQR Substandard
14,699


915




6,840




1,176


87


117


23,834

AQR Doubtful
46
















46

AQR Loss












69




69

Subtotal

$434,832



$36,342



$73,507



$146,453



$313,472



$42,281



$15,574



$24,349



$1,086,810

Less: Unearned origination fees, net of origination costs

 

 

(4,937
)
        Total loans
 

 

 

 

 

 

 

 


$1,081,873

December 31, 2019
 

 

 

 

 

 

 

 

 
AQR Pass

$394,107



$34,132



$61,808



$129,959



$295,482



$38,771



$15,860



$24,464



$994,583

AQR Special Mention
2,279


3,337




3,828


17,478


2,559


179




29,660

AQR Substandard
16,304


1,349




5,104




1,176


159


121


24,213

Subtotal

$412,690



$38,818



$61,808



$138,891



$312,960



$42,506



$16,198



$24,585



$1,048,456

Less: Unearned origination fees, net of origination costs

 

 

(5,085
)
        Total loans
 

 

 

 

 

 

 

 


$1,043,371


    

15



Nonaccrual loans: Nonaccrual loans net of government guarantees totaled $13.4 million and $14.0 million at March 31, 2020 and December 31, 2019, respectively. Nonaccrual loans at the periods indicated are presented below by segment:
(In  Thousands)
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Greater Than
90 Days Past Due
 
Current
 
Total
March 31, 2020
 
 
 
 
 
 
 
 
 
Commercial

$4,285

 

$308

 

$3,030

 

$1,717

 

$9,340

Real estate construction one-to-four family

 

 
915

 

 
915

Real estate term owner occupied
1,029

 
637

 
1,614

 
179

 
3,459

Real estate term other

 

 
1,176

 

 
1,176

Consumer secured by 1st deeds of trust

 

 

 
67

 
67

Consumer other
30

 

 

 
87

 
117

Total nonperforming loans
5,344

 
945

 
6,735

 
2,050

 
15,074

Government guarantees on nonaccrual loans
(340
)
 

 

 
(1,331
)
 
(1,671
)
Net nonaccrual loans

$5,004

 

$945

 

$6,735

 

$719

 

$13,403

December 31, 2019
 
 
 
 
 
 
 
 
 
Commercial

$270

 

$385

 

$2,862

 

$5,636

 

$9,153

Real estate construction one-to-four family

 

 
1,349

 

 
1,349

Real estate term owner occupied
1,641

 

 
623

 
1,225

 
3,489

Real estate term other

 

 
1,176

 

 
1,176

Consumer secured by 1st deeds of trust

 

 

 
68

 
68

Consumer other
26

 
89

 

 
6

 
121

Total nonperforming loans
1,937

 
474

 
6,010

 
6,935

 
15,356

Government guarantees on nonaccrual loans
(268
)
 

 

 
(1,137
)
 
(1,405
)
Net nonaccrual loans

$1,669

 

$474

 

$6,010

 

$5,798

 

$13,951





16



Past Due Loans: Past due loans and nonaccrual loans at the periods indicated are presented below by segment:
(In Thousands)
30-59 Days
Past Due
Still
Accruing

60-89 Days
Past Due
Still
Accruing

Greater Than
90 Days
Still
Accruing

Total Past
Due
 
Nonaccrual

Current

Total
March 31, 2020
 

 

 

 
 
 

 

 
Commercial

$561

 

$237

 

$—

 

$798

 

$9,340

 

$424,694

 

$434,832

Real estate construction one-to-four family

 

 

 

 
915

 
35,427

 
36,342

Real estate construction other

 

 

 

 

 
73,507

 
73,507

Real estate term owner occupied
2,502

 

 

 
2,502

 
3,459

 
140,492

 
146,453

Real estate term non-owner occupied

 

 

 

 

 
313,472

 
313,472

Real estate term other

 

 

 

 
1,176

 
41,105

 
42,281

Consumer secured by 1st deed of trust
254

 

 

 
254

 
67

 
15,253

 
15,574

Consumer other

 

 

 

 
117

 
24,232

 
24,349

Subtotal

$3,317

 

$237

 

$—

 

$3,554

 

$15,074

 

$1,068,182

 

$1,086,810

Less: Unearned origination fees,  net of origination costs

 

 
 

 


(4,937
)
     Total
 


 


 


 

 
 


 



$1,081,873

December 31, 2019
 

 

 

 
 
 

 

 
Commercial

$270

 

$—

 

$—

 

$270

 

$9,153

 

$403,267

 

$412,690

Real estate construction one-to-four family

 

 

 

 
1,349

 
37,469

 
38,818

Real estate construction other

 

 

 

 

 
61,808

 
61,808

Real estate term owner occupied
338

 

 

 
338

 
3,489

 
135,064

 
138,891

Real estate term non-owner occupied

 

 

 

 

 
312,960

 
312,960

Real estate term other
26

 

 

 
26

 
1,176

 
41,304

 
42,506

Consumer secured by 1st deed of trust
750

 

 

 
750

 
68

 
15,380

 
16,198

Consumer other
150

 

 

 
150

 
121

 
24,314

 
24,585

Subtotal

$1,534

 

$—

 

$—

 

$1,534

 

$15,356

 

$1,031,566

 

$1,048,456

Less: Unearned origination fees,  net of origination costs

 

 
 

 


(5,085
)
     Total
 


 


 


 

 
 


 



$1,043,371





17



Impaired Loans: At March 31, 2020 and December 31, 2019, the recorded investment in loans that are considered to be impaired was $24.4 million and $24.7 million, respectively.  The following table presents information about impaired loans by class as of the periods indicated:
(In Thousands)
Recorded Investment

Unpaid Principal Balance

Related Allowance
March 31, 2020
 

 

 
With no related allowance recorded
 

 

 
Commercial - AQR substandard

$9,565



$9,762



$—

Real estate construction one-to-four family - AQR substandard
915


915



Real estate term owner occupied - AQR substandard
6,840


6,840



Real estate term non-owner occupied - AQR pass
177


177



Real estate term other - AQR pass
397


397



Real estate term other - AQR substandard
1,176


1,176



Consumer secured by 1st deeds of trust - AQR pass
121

 
121

 

Consumer secured by 1st deeds of trust - AQR substandard
87


92



Consumer secured by 1st deeds of trust - AQR loss
67

 
67

 

Consumer other - AQR substandard
87


92



          Subtotal

$19,432



$19,639



$—

With an allowance recorded
 

 

 
Commercial - AQR substandard

$4,988



$4,988



$682

  Subtotal

$4,988



$4,988



$682

Total
 
 
 
 
 
Commercial - AQR substandard

$14,553



$14,750



$682

Real estate construction one-to-four family - AQR substandard
915


915



Real estate term owner-occupied - AQR substandard
6,840


6,840



Real estate term non-owner occupied - AQR pass
177


177



Real estate term other - AQR pass
397


397



Real estate term other - AQR substandard
1,176


1,176



Consumer secured by 1st deeds of trust - AQR pass
121

 
121

 

Consumer secured by 1st deeds of trust - AQR substandard
87


92



Consumer secured by 1st deeds of trust - AQR loss
67

 
67

 

Consumer other - AQR substandard
87


92



  Total

$24,420



$24,627



$682

(In Thousands)
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance
December 31, 2019
 

 

 
With no related allowance recorded
 

 

 
Commercial - AQR substandard

$15,517



$15,582



$—

Real estate construction one-to-four family -AQR substandard
1,349

 
1,349

 

Real estate term owner occupied - AQR substandard
5,104


5,104



Real estate term non-owner occupied - AQR pass
178

 
178

 

Real estate term other - AQR pass
417


417



Real estate term other - AQR substandard
1,176


1,176



Consumer secured by 1st deeds of trust - AQR pass
122


122



Consumer secured by 1st deeds of trust - AQR substandard
159


163



Consumer other - AQR substandard
90


94



  Subtotal

$24,112



$24,185



$—


18



With an allowance recorded
 

 

 
Commercial - AQR substandard

$561



$561



$17

         Subtotal

$561



$561



$17

Total
 
 
 
 
 
Commercial - AQR substandard

$16,078



$16,143



$17

Real estate construction one-to-four family -AQR substandard
1,349

 
1,349

 

Real estate term owner occupied - AQR substandard
5,104


5,104



Real estate term non-owner occupied - AQR pass
178

 
178

 

Real estate term other - AQR pass
417


417



Real estate term other - AQR substandard
1,176


1,176



Consumer secured by 1st deeds of trust - AQR pass
122


122



Consumer secured by 1st deeds of trust - AQR substandard
159


163



Consumer other - AQR substandard
90


94



  Total

$24,673



$24,746



$17



The unpaid principal balance included in the tables above represents the recorded investment at the dates indicated, plus amounts charged off for book purposes. 
The following tables summarize our average recorded investment and interest income recognized on impaired loans for the three-month periods ended March 31, 2020 and 2019:
Three Months Ended March 31,
2020

2019
(In Thousands)
Average Recorded Investment
Interest Income Recognized
Average Recorded Investment
Interest Income Recognized
With no related allowance recorded







     Commercial - AQR pass

$—



$—



$2,082



$33

     Commercial - AQR substandard
8,383


30


16,796


91

     Real estate construction one-to-four family - AQR substandard
1,132

 

 
2,903

 

     Real estate term owner occupied- AQR substandard
6,047


28


5,914


34

     Real estate term non-owner occupied- AQR pass
177


3


289


5

     Real estate term non-owner occupied- AQR substandard




931



     Real estate term other - AQR pass
407


7


477


8

     Real estate term other - AQR substandard
1,176




578



     Consumer secured by 1st deeds of trust - AQR pass
122


3


128


3

     Consumer secured by 1st deeds of trust - AQR substandard
89


2


246


2

     Consumer secured by 1st deeds of trust - AQR loss
68

 

 

 

     Consumer other - AQR substandard
89







         Subtotal

$17,690



$73



$30,344



$176

With an allowance recorded







     Commercial - AQR substandard

$5,047



$—



$844



$—

     Real estate term other - AQR substandard




660



     Consumer secured by 1st deeds of trust - AQR substandard




217



         Subtotal

$5,047



$—



$1,721



$—


19



Total





 

     Commercial - AQR pass

$—



$—



$2,082

 

$33

     Commercial - AQR substandard
13,430


30


17,640

 
91

     Real estate construction one-to-four family - AQR substandard
1,132




2,903

 

     Real estate term owner-occupied - AQR substandard
6,047


28


5,914

 
34

     Real estate term non-owner occupied - AQR pass
177


3


289

 
5

     Real estate term non-owner occupied - AQR substandard




931

 

     Real estate term other - AQR pass
407


7


477

 
8

     Real estate term other - AQR substandard
1,176




1,238

 

     Consumer secured by 1st deeds of trust - AQR pass
122


3


128

 
3

     Consumer secured by 1st deeds of trust - AQR substandard
89


2


463

 
2

     Consumer secured by 1st deeds of trust - AQR loss
68

 

 

 

     Consumer other - AQR substandard
89





 

         Total Impaired Loans

$22,737



$73



$32,065

 

$176


Troubled Debt Restructurings: Loans classified as troubled debt restructurings (“TDR”) totaled $12.6 million and $10.1 million at March 31, 2020 and December 31, 2019, respectively.  A TDR is a loan to a borrower that is experiencing financial difficulty that has been modified from its original terms and conditions in such a way that the Company is granting the borrower a concession that it would not grant otherwise. The provisions of the CARES Act included an election to not apply the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020 and the earlier of (i) December 31, 2020 or (ii) 60 days after the end of the COVID-19 national emergency. The relief can only be applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019. The Company has elected to adopt these provisions of the CARES Act, however as of March 31, 2020 the Company has not made loan modifications related to COVID-19.

The Company has granted a variety of concessions to borrowers in the form of loan modifications.  The modifications granted can generally be described in the following categories:

Rate Modification:  A modification in which the interest rate is changed.
Term Modification:  A modification in which the maturity date, timing of payments, or frequency of payments is changed.
Payment Modification:  A modification in which the dollar amount of the payment is changed, or in which a loan is converted to interest only payments for a period of time is included in this category.
Combination Modification:  Any other type of modification, including the use of multiple categories above. 
AQR pass graded loans included above in the impaired loan data are loans classified as TDRs. By definition, TDRs are considered impaired loans. All of the Company's TDRs are included in impaired loans.
The following table presents the breakout between newly restructured loans that occurred during the three months ended March 31, 2020 and restructured loans that occurred prior to 2020 that are still included in portfolio loans. As discussed above, the CARES Act provided banks an option to elect to not account for certain loan modifications related to COVID-19 as TDRs as long as the borrowers were not more than 30 days past due as of December 31, 2019. The below disclosed restructurings were not related to COVID-19 modifications:
 
Accrual Status
 
Nonaccrual Status
 
Total Modifications
(In Thousands)
 
 
New Troubled Debt Restructurings
 
 
 
 
 
Commercial - AQR substandard

$3,281

 

$—

 

$3,281

Subtotal

$3,281

 

$—

 

$3,281

Existing Troubled Debt Restructurings

$1,108

 

$8,237

 

$9,345

Total

$4,389

 

$8,237

 

$12,626



20



There were no newly restructured loans that occurred during the three months ended March 31, 2019. The following tables present newly restructured loans that occurred during the three months ended March 31, 2020, by concession (terms modified):

 
 
 
March 31, 2020
 
Number of Contracts
 
Rate Modification
 
Term Modification
 
Payment Modification
 
Combination Modification
 
Total Modifications
(In Thousands)
 
 
 
 
 
Pre-Modification Outstanding Recorded Investment:
 
 
 
 
 
 
 
 
 
 
 
Commercial - AQR substandard
1
 

$—

 

$3,249

 

$—

 

$—

 

$3,249

Total
1
 

$—

 

$3,249

 

$—

 

$—

 

$3,249

Post-Modification Outstanding Recorded Investment:
 
 
 
 
 
 
 
 
 
 
 
Commercial - AQR substandard
1
 

$—

 

$3,281

 

$—

 

$—

 

$3,281

Total
1
 

$—

 

$3,281

 

$—

 

$—

 

$3,281


The Company had no commitments to extend additional credit to borrowers whose terms have been modified in TDRs. There were no in charge-offs in the three months ended March 31, 2020 on loans that were newly classified as TDRs during the same period.
All TDRs are also classified as impaired loans and are included in the loans individually evaluated for impairment in the calculation of the allowance for loan losses ("Allowance"). There were three TDRs with specific impairment at March 31, 2020 and none at December 31, 2019.
The following table presents TDRs that defaulted within twelve months of restructure and defaulted during the three months ended March 31, 2020 and 2019:

 
 
 
March 31, 2020
 
 
March 31, 2019
 
Number of Contracts
 
Recorded Investment
Number of Contracts
 
Recorded Investment
(In  Thousands)
 
 
Troubled Debt Restructurings that Subsequently Defaulted:
 
 
 
 
 
 
Commercial - AQR substandard
 

$—

3
 

$1,146

Real estate term owner occupied - AQR substandard
 

2
 
1,694

Total
 

$—

5
 

$2,840





21



6.  Allowance for Loan Losses
The following tables detail activity in the Allowance for the periods indicated:
Three Months Ended 
 March 31,
Commercial
Real estate construction one-to-four family
Real estate construction other
Real estate term owner occupied
Real estate term non-owner occupied
Real estate term other
Consumer secured by 1st deed of trust
Consumer other
Unallocated
Total
2020
 
 
 
 
 
 
 
 

 
 

Balance, beginning of period

$6,604


$643


$1,017


$2,188


$5,180


$671


$270


$436


$2,079


$19,088

Charge-Offs
(151
)






(14
)

(165
)
Recoveries
26





1


7


34

Provision (benefit)
1,790


262

242

311

39

4

24

(612
)
2,060

Balance, end of period

$8,269


$643


$1,279


$2,430


$5,491


$711


$274


$453


$1,467


$21,017

Balance, end of period:
 

 

 

 

 

 

 

 

 

Individually evaluated
 

 

 

 

 

 

 

 

 

for impairment

$682


$—


$—


$—


$—


$—


$—


$—


$—


$682

Balance, end of period:
 

 

 

 

 

 

 

 

 

Collectively evaluated
 

 

 

 

 

 

 

 

 

for impairment

$7,587


$643


$1,279


$2,430


$5,491


$711


$274


$453


$1,467


$20,335

2019
 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$5,660


$675


$1,275


$2,027


$5,799


$716


$306


$426


$2,635


$19,519

Charge-Offs
(109
)








(109
)
Recoveries
44





2


3


49

Provision (benefit)
883

(16
)
92

293

323

126

90

72

(1,113
)
750

Balance, end of period

$6,478


$659


$1,367


$2,320


$6,122


$844


$396


$501


$1,522


$20,209

Balance, end of period:
 

 

 

 

 

 

 

 

 

Individually evaluated
 

 

 

 

 

 

 

 

 

for impairment

$212


$—


$—


$—


$—


$54


$39


$—


$—


$305

Balance, end of period:
 

 

 

 

 

 

 

 

 

Collectively evaluated
 

 

 

 

 

 

 

 

 

for impairment

$6,266


$659


$1,367


$2,320


$6,122


$790


$357


$501


$1,522


$19,904








    

22



The following is a detail of the recorded investment, including unearned origination fees, net of origination costs, in the loan portfolio, segregated by amounts evaluated individually or collectively in the Allowance at the periods indicated:
(In Thousands)
Commercial

Real estate construction one-to-four family

Real estate construction other

Real estate term owner occupied

Real estate term non-owner occupied

Real estate term other

Consumer secured by 1st deed of trust

Consumer other

Total
March 31, 2020
 

 

 

 

 

 

 

 

 
Balance, end of period

$433,388

 

$36,130

 

$72,725

 

$145,693

 

$311,869

 

$41,980

 

$15,562

 

$24,526



$1,081,873

Balance, end of period:
 

 

 

 

 

 

 

 

 
Individually evaluated
 

 

 

 

 

 

 

 

 
for impairment

$14,553



$915



$—



$6,840



$177



$1,573



$275



$87



$24,420

Balance, end of period:
 

 

 

 

 

 

 

 

 
Collectively evaluated
 

 

 

 

 

 

 

 

 
for impairment

$418,835



$35,215



$72,725



$138,853



$311,692



$40,407



$15,287



$24,439



$1,057,453

December 31, 2019
 

 

 

 

 

 

 

 

 
Balance, end of period

$411,327

 

$38,503

 

$60,906

 

$138,181

 

$311,302

 

$42,200

 

$16,191

 

$24,761



$1,043,371

Balance, end of period:
 

 

 

 

 

 

 

 

 
Individually evaluated
 

 

 

 

 

 

 

 

 
for impairment

$16,077



$1,349



$—



$5,104



$178



$1,594



$281



$90



$24,673

Balance, end of period:
 

 

 

 

 

 

 

 

 
Collectively evaluated
 

 

 

 

 

 

 

 

 
for impairment

$395,250



$37,154



$60,906



$133,077



$311,124



$40,606



$15,910



$24,671



$1,018,698


    
The following represents the balance of the Allowance for the periods indicated segregated by segment and class:
(In Thousands)
Commercial
Real estate construction one-to-four family
Real estate construction other
Real estate term owner occupied
Real estate term non-owner occupied
Real estate term other
Consumer secured by 1st deeds of trust
Consumer other
Unallocated
Total
March 31, 2020
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment:
 
 
 
 
 
 
 
 
 
AQR Substandard

$682


$—


$—


$—


$—


$—


$—


$—


$—


$682

Collectively evaluated for impairment:
 

 

 

 

 

 

 

 

 
AQR Pass
7,473

617

1,279

2,365

5,151

690

269

448


18,292

AQR Special Mention
63

26


65

340

21

5



520

AQR Substandard
5







5


10

AQR Doubtful
46









46

Unallocated








1,467

1,467

 

$8,269


$643


$1,279


$2,430


$5,491


$711


$274


$453


$1,467


$21,017

December 31, 2019
 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment:
 

 

 

 

 

 

 

 

 

AQR Substandard

$17


$—


$—


$—


$—


$—


$—


$—


$—


$17

Collectively evaluated for impairment:
 

 

 

 

 

 

 

 

 

AQR Pass
6,514

588

1,017

2,125

4,829

629

266

431


16,399

AQR Special Mention
64

55


63

351

42

4



579

AQR Substandard
9







5


14

Unallocated








2,079

2,079

 

$6,604


$643


$1,017


$2,188


$5,180


$671


$270


$436


$2,079


$19,088




23



7. Purchased Receivables
Purchased receivables are carried at their principal amount outstanding, net of a reserve for anticipated losses that have not yet been identified, and have a maturity of less than one year.  Purchased receivable balances are charged against this reserve when management believes that collection of principal is unlikely.  Management evaluates the adequacy of the reserve for purchased receivable losses based on historical loss experience by class of receivable and its assessment of current economic conditions.  As of March 31, 2020, the Company has one class of purchased receivables.  There were no purchased receivables past due at March 31, 2020 or December 31, 2019, and there were no restructured purchased receivables at March 31, 2020 or December 31, 2019.
Income on purchased receivables is accrued and recognized on the principal amount outstanding using an effective interest method except when management believes doubt exists as to the collectability of the income or principal. 
The following table summarizes the components of net purchased receivables for the periods indicated:
(In Thousands)
March 31, 2020
December 31, 2019
Purchased receivables

$23,769


$24,467

Reserve for purchased receivable losses
(99
)
(94
)
Total

$23,670


$24,373



The following table sets forth information regarding changes in the purchased receivable reserve for the three-month periods ending March 31, 2020 and 2019, respectively: 
 
Three Months Ended March 31,
(In Thousands)
2020
2019
Balance, beginning of period

$94


$190

Charge-offs


Recoveries


     Charge-offs net of recoveries


Reserve (benefit) for purchased receivables
5

(49
)
Balance, end of period

$99


$141





24



8. Servicing Rights
Mortgage servicing rights
    The following table details the activity in the Company's mortgage servicing rights ("MSR") for the three-month periods ended March 31, 2020 and 2019:
 
Three Months Ended March 31,
(In Thousands)
2020
2019
 
 
 
Balance, beginning of period

$11,920


$10,821

Additions for new MSR capitalized
663

1,107

Changes in fair value:
 
 
  Due to changes in model inputs of assumptions (1)
(701
)
(377
)
  Other (2)
(229
)
(297
)
Balance, end of period

$11,653


$11,254


(1) Principally reflects changes in discount rates and prepayment speed assumptions, which are primarily affected by changes in interest rates.
(2) Represents changes due to collection/realization of expected cash flows over time.

The following table details information related to our serviced mortgage loan portfolio as of March 31, 2020 and December 31, 2019:

(In Thousands)
March 31, 2020
December 31, 2019
 
 
 
Balance of mortgage loans serviced for others

$678,096


$659,048

MSR as a percentage of serviced loans
1.72
%
1.81
%


The Company recognized servicing fees of $663,000 and $561,000 during the three-month periods ending March 31, 2020 and 2019, respectively, which includes contractually specified servicing fees and ancillary fees as a component of other noninterest income in the Company's Consolidated Statements of Income.

The following table outlines the key assumptions used in measuring the fair value of MSR as of March 31, 2020 and December 31, 2019:

 
2020
2019
 
 
 
Constant prepayment rate
12.14
%
10.61
%
Discount rate
8.25
%
8.52
%



25



Key economic assumptions and the sensitivity of the current fair value for MSR to immediate adverse changes in those assumptions at March 31, 2020 and December 31, 2019 were as follows:

(In Thousands)
 
March 31, 2020
December 31, 2019
Aggregate portfolio principal balance
 

$678,096


$659,048

Weighted average rate of note
 
3.88
%
3.90
%
 
 
 
 
March 31, 2020
Base
1.0% Adverse Rate Change
2.0% Adverse Rate Change
Constant prepayment rate
12.14
%
30.71
%
33.44
%
Discount rate
8.25
%
7.25
%
6.25
%
Fair value MSR

$11,653


$6,303


$5,904

Percentage of MSR
1.72
%
0.93
%
0.87
%
 
 
 
 
December 31, 2019
 
 
 
Constant prepayment rate
10.61
%
26.25
%
28.39
%
Discount rate
8.52
%
7.52
%
6.52
%
Fair value MSR

$11,920


$7,005


$6,625

Percentage of MSR
1.81
%
1.06
%
1.01
%


The above tables show the sensitivity to market rate changes for the par rate coupon for a conventional one-to-four family Alaska Housing Finance Corporation/FNMA/FHLMC serviced home loan. The above tables reference a 100 basis point and 200 basis point decrease in discount rates.

These sensitivities are hypothetical and should be used with caution as the tables above demonstrate the Company’s methodology for estimating the fair value of MSR is highly sensitive to changes in key assumptions. For example, actual prepayment experience may differ and any difference may have a material effect on MSR fair value. Changes in fair value resulting from changes in assumptions generally cannot be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear. Also, in these tables, the effects of a variation in a particular assumption on the fair value of the MSR is calculated without changing any other assumption; in reality, changes in one factor may be associated with changes in another (for example, decreases in market interest rates may provide an incentive to refinance; however, this may also indicate a slowing economy and an increase in the unemployment rate, which reduces the number of borrowers who qualify for refinancing), which may magnify or counteract the sensitivities. Thus, any measurement of MSR fair value is limited by the conditions existing and assumptions made at a particular point in time. Those assumptions may not be appropriate if they are applied to a different point in time.

Commercial servicing rights

The commercial servicing right asset ("CSR") has a carrying value $1.2 million at March 31, 2020 and December 31, 2019, and is included in other assets and carried at fair value on the Company's Consolidated Balance Sheets. Total commercial loans serviced for others were $249.9 million and $252.9 million at March 31, 2020 and December 31, 2019, respectively. Key assumptions used in measuring the fair value of the CSR as of March 31, 2020 and December 31, 2019 include a constant prepayment rate of 12.25% and a discount rate of 11.70%.

9. Leases

We adopted ASU 2016-02 Leases (Topic 842) ("ASU 2016-02") using the modified retrospective approach with an effective date as of January 1, 2019. We elected the package of transition provisions available for expired or existing contracts, which allowed us to carryforward our historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. The Company also elected the practical expedient on not separating lease components from nonlease components for all operating leases. Additionally, the Company has elected to not apply ASU 2016-02 to short-term leases. Short-

26



term leases are those leases that, at the lease commencement date, have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise.

The Company has lease agreements for land and office facilities that it occupies to operate several of its retail branch locations, as well as one storage facility, that are classified as operating leases and are recognized on the balance sheet as right-of-use ("ROU") assets and lease liabilities. Most of these leases contain options to extend the duration of the leases at management's discretion. Management has recognized these renewal options as part of its ROU asset and lease liabilities when management is reasonably certain to exercise these options. Whether or not management is reasonably certain to exercise such an option is determined based on facts and circumstances for each individual lease. However, if a renewal option is offered at below market terms, management considers the exercise of that option to be reasonably certain for the purposes of calculating its ROU assets and lease liabilities. None of the Company's leases include residual value guarantees, and there are no restrictions or covenants imposed by these leases that impose significant additional financial obligations on the Company. The Company uses the rate implicit in each lease as the discount rate to determine the lease liability, which is the present value of lease payments not yet paid at the lease commencement date. If the rate implicit in each lease is not readily determinable, which is often the case, the Company uses its incremental borrowing rate as the discount rate. The incremental borrowing rate is the rate that the Company would have incurred to borrow the funds necessary to purchase the leased asset over a similar term.

As of March 31, 2020, the Company has operating lease ROU assets of $13.8 million and operating lease liabilities of $13.7 million. As of December 31, 2019, the Company had operating lease ROU assets of $14.3 million and operating lease liabilities of $14.2 million. The Company did not have any agreements that are classified as finance leases in 2019 or 2020.

The following table presents additional information about the Company's operating leases:
(In Thousands)
Three Months Ended March 31,
Three Months Ended March 31,
 
2020
2019
Lease Cost
 
 
 
Operating lease cost(1)

$695


$678

 
Short term lease cost(1)
9

9

 
Total lease cost

$704


$687

 
 
 
 
Other information
 
 
 
Operating leases - operating cash flows

$669


$682

 
Weighted average lease term - operating leases, in years
10.80

11.22

 
Weighted average discount rate - operating leases
3.33
%
3.31
%
(1) 
Expenses are classified within occupancy expense on the Consolidated Statements of Income.
 
 


The table below reconciles the remaining undiscounted cash flows for the next five years for each twelve-month period presented (unless otherwise indicated) and the total of the subsequent remaining years to the operating lease liabilities recorded on the balance sheet:

(In Thousands)
Operating Leases
2020 (Nine months)

$2,007

2021
2,581

2022
2,139

2023
1,850

2024
1,742

Thereafter
6,454

Total minimum lease payments

$16,773

Less: amount of lease payment representing interest
(3,088
)
Present value of future minimum lease payments

$13,685




27





10. Revenue
The Company's revenue is included in net interest income and other operating income on its Consolidated Statements of Income. Topic 606 in the Accounting Standards Codification includes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
The majority of our ongoing revenue-generating transactions are not subject to Topic 606, including revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, purchased receivable income, financial guarantees, and derivatives are also not in scope of the guidance. Topic 606 is applicable to noninterest revenue streams such as deposit related fees, interchange fees, merchant services income, and commissions from the sales of mutual funds and other investments. However, the recognition of these revenue streams did not change significantly upon adoption of Topic 606. Substantially all of the Company’s non-interest revenue is generated from contracts with customers. Noninterest revenue streams in-scope of Topic 606 are discussed below.
Bankcard fees
Bankcard fees are primarily comprised of debit card income and ATM fees. Debit card income is primarily comprised of interchange fees earned whenever the Company’s debit cards are processed through card payment networks such as Visa or MasterCard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. The Company’s performance obligation for bankcard fees are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payments are typically received immediately or in the following month.
Service charges on deposit accounts
Service charges on deposit accounts consist of general service fees for monthly account maintenance, activity- or transaction-based fees, and account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), and other deposit account related fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed. Payments for service charges on deposit accounts are primarily received immediately or in the following month through a direct charge to customers’ accounts.
Other
Other operating income consists of other recurring revenue streams such as merchant services income, commissions from sales of mutual funds and other investments, safety deposit box rental fees, bank check and other check fees, unrealized gains and losses on marketable securities, and other miscellaneous revenue streams. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. The Company’s performance obligation for merchant services income is largely satisfied, and related revenue recognized, when the transactions have been completed. Payment is typically received immediately or in the following month. The Company earns commissions from the sale of mutual funds as periodic service fees (i.e., trailers) from Elliott Cove Capital Management typically based on a percentage of net asset value. Trailer revenue is recorded over time, quarterly, as net asset value is determined. The Company also earns commission income from the sale of annuity products. The Company acts as an intermediary between the Company's customer and Elliott Cove Investment Advisors for these transactions, and commissions from annuity product sales are recorded when the Company’s performance obligation is satisfied, which is generally upon the issuance of the annuity policy. The Company does not earn trailer fees on annuity sales. Payment for commissions from sales of mutual funds and other investments and annuity sales is typically received in the following quarter. Other service charges include revenue from safety deposit box rental fees, processing wire transfers, bank check and other check fees, and other services. The Company’s performance obligations for these other revenue streams are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payments are typically received immediately or in the following month.

28



The following presents other operating income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three-month periods ended March 31, 2020 and 2019:
(In Thousands)
Three Months Ended March 31,
Other operating income
2020
2019
 
In-scope of Topic 606:
 
 
 
 
Bankcard fees

$643


$650

 
 
Service charges on deposit accounts
362

413

 
 
Other
313

365

 
Other operating income (in-scope of Topic 606)

$1,318


$1,428

 
Other operating income (out-of-scope of Topic 606)
5,115

6,105

Total other operating income

$6,433


$7,533


    
Gains on the sale of other real estate owned ("OREO") are also within the scope of Topic 606 and are recorded within other operating expense on the Company's Consolidated Statements of Income. Gains on the sale of OREO properties were $37,000 and $316,000 for the three months ended March 31, 2020 and 2019, respectively.




29



11.  Derivatives
Interest rates swaps related to community banking activities     
The Company enters into commercial loan interest rate swap agreements with commercial banking customers which are offset with a corresponding swap agreement with a third party financial institution ("counterparty"). The Company has agreements with its counterparties that contain provisions that provide that if the Company fails to maintain its status as a "well-capitalized" institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements. These agreements also require that the Company and the counterparty collateralize any fair value shortfalls that exceed $250,000 with eligible collateral, which includes cash and securities backed with the full faith and credit of the federal government. Similarly, the Company could be required to settle its obligations under the agreement if specific regulatory events occur, such as if the Company were issued a prompt corrective action directive or a cease and desist order, or if certain regulatory ratios fall below specified levels. The Company pledged $9.3 million as of March 31, 2020 and $4.7 million as of December 31, 2019 in available for sale securities to collateralize fair value shortfalls on interest rate swap agreements.
The Company had interest rate swaps related to commercial loans with an aggregate notional amount of $93.4 million and $94.4 million at March 31, 2020 and December 31, 2019, respectively. At March 31, 2020, the notional amount of interest rate swaps is made up of eight variable to fixed rate swaps to commercial loan customers totaling $46.7 million, and eight fixed to variable rate swaps with a counterparty totaling $46.7 million. Changes in fair value from these eight interest rate swaps offset each other in the first three months of 2020. The Company recognized no fee income related to interest rate swaps in the three-month periods ending March 31, 2020 and March 31, 2019, respectively. Interest rate swap income is recorded in other operating income on the Consolidated Statements of Income. None of these interest rate swaps are designated as hedging instruments.
The Company has an interest rate swap to hedge the variability in cash flows arising out of its junior subordinated debentures, which is floating rate debt, by swapping the cash flows with an interest rate swap which receives floating and pays fixed. The Company has designated this interest rate swap as a hedging instrument. The interest rate swap effectively fixes the Company's interest payments on the $10.0 million of junior subordinated debentures held under Northrim Statutory Trust 2 at 3.72% through its maturity date. The floating rate that the dealer pays is equal to the three month LIBOR plus 1.37% which reprices quarterly on the payment date. This rate was 2.11% as of March 31, 2020. The Company pledged $2.9 million and $1.3 million in cash to collateralize initial margin and fair value exposure of our counterparty on this interest rate swap as of March 31, 2020 and December 31, 2019, respectively. Changes in the fair value of this interest rate swap are reported in other comprehensive income. The unrealized loss on this interest rate swap was $2.4 million as of March 31, 2020 and the unrealized loss was $534,000 as of December 31, 2019.
Interest rates swaps related to home mortgage banking activities    
The Company also uses derivatives to hedge the risk of changes in the fair values of interest rate lock commitments. The Company enters into commitments to originate residential mortgage loans at specific rates; the value of these commitments are detailed in the table below as "interest rate lock commitments". The Company also hedges the interest rate risk associated with its residential mortgage loan commitments, which are referred to as "retail interest rate contracts" in the table below. Market risk with respect to commitments to originate loans arises from changes in the value of contractual positions due to changes in interest rates. RML had commitments to originate mortgage loans held for sale totaling $197.9 million and $48.8 million at March 31, 2020 and December 31, 2019, respectively. Changes in the value of RML's interest rate derivatives are recorded in mortgage banking income on the Consolidated Statements of Income. None of these derivatives are designated as hedging instruments.

30



The following table presents the fair value of derivatives not designated as hedging instruments at March 31, 2020 and December 31, 2019:
(In Thousands)
Asset Derivatives


March 31, 2020
December 31, 2019

Balance Sheet Location
Fair Value
Fair Value




Interest rate swaps
Other assets

$8,028


$2,950

Interest rate lock commitments
Other assets
3,188

810

Total
 

$11,216


$3,760

(In Thousands)
Liability Derivatives


March 31, 2020
December 31, 2019

Balance Sheet Location
Fair Value
Fair Value




Interest rate swaps
Other liabilities

$8,028


$2,950

Retail interest rate contracts
Other liabilities
2,760

71

Total
 

$10,788


$3,021


The following table presents the net gains (losses) of derivatives not designated as hedging instruments for the three-month periods ending March 31, 2020 and 2019:
 
 
Three Months Ended March 31,
(In Thousands)
Income Statement Location
2020
2019
Retail interest rate contracts
Mortgage banking income

($3,124
)

($168
)
Interest rate lock commitments
Mortgage banking income
2,144

224

Total
 

($980
)

$56


Our derivative transactions with counterparties under International Swaps and Derivative Association master agreements include "right of set-off" provisions. "Right of set-off" provisions are legally enforceable rights to offset recognized amounts and there may be an intention to settle such amounts on a net basis. We do not offset such financial instruments for financial reporting purposes.

31



The following table summarizes the derivatives that have a right of offset as of March 31, 2020 and December 31, 2019:
March 31, 2020
 
 
 
Gross amounts not offset in the Statement of Financial Position
(In Thousands)
Gross amounts of recognized assets and liabilities
Gross amounts offset in the Statement of Financial Position
Net amounts of assets and liabilities presented in the Statement of Financial Position
Financial Instruments
Collateral Posted
Net Amount
Asset Derivatives
 
 
 
 
 
 
Interest rate swaps
$8,028

$—

$8,028

$—


$—


$8,028

 
 
 
 
 
 
 
Liability Derivatives
 
 
 
 
 
 
Interest rate swaps
$8,028

$—

$8,028

$—

$8,028

$—

Retail interest rate contracts
2,760


2,760


2,760

 
 
 
 
 
 
 
December 31, 2019
 
 
 
Gross amounts not offset in the Statement of Financial Position
(In Thousands)
Gross amounts of recognized assets and liabilities
Gross amounts offset in the Statement of Financial Position
Net amounts of assets and liabilities presented in the Statement of Financial Position
Financial Instruments
Collateral Posted
Net Amount
Asset Derivatives
 
 
 
 
 
 
Interest rate swaps
$2,950

$—

$2,950

$—


$—


$2,950

 
 
 
 
 
 
 
Liability Derivatives
 
 
 
 
 
 
Interest rate swaps
$2,950

$—

$2,950

$—

$2,950

$—

Retail interest rate contracts
71


71


71



12.  Stock Incentive Plan
The Company adopted the 2017 Stock Option Plan (“2017 Plan”) following shareholder approval of the 2017 Plan at the 2017 Annual Meeting.  Subsequent to the adoption of the 2017 Plan, no additional grants may be issued under the prior plans.  The 2017 Plan provides for grants of up to 350,000 shares of common stock.
Stock Options:  Under the 2017 Plan and previous plans, 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 then fair value of already owned shares of the Company’s stock.  Options are granted for a 10-year period and vest on a pro-rata basis over the initial three years from grant.
The Company measures the fair value of each stock option at the date of grant using the Black-Scholes option pricing model. For the quarters ended March 31, 2020 and 2019, the Company recognized $39,000 and $32,000, respectively, in stock option compensation expense as a component of salaries and other personnel expense.
The Company allows stock options to be exercised through cash or cashless transactions. Cashless stock option exercises require a portion of the options exercised to be net settled in satisfaction of the exercise price and applicable tax withholding requirements. There were no stock options exercised for the three-month period ended March 31, 2020.
The Company issued 1,723 shares from the exercises of stock options in the three-month periods ended March 31, 2019. The Company received $0 cash for the stock option exercises in the three-month periods ended March 31, 2019. In the three

32



months ended March 31, 2019, the Company net settled $66,000 for cashless stock option exercises. The Company withheld $49,000 to pay for stock option exercises or income taxes the resulted from the exercise of stock options in the three-month periods ended March 31, 2019.
There were no stock options granted in the three-month periods ended March 31, 2020 or 2019.
Restricted Stock Units:  The Company grants restricted stock units to certain key employees periodically.  Recipients of restricted stock units do not pay any cash consideration to the Company for the shares and receive all dividends with respect to such shares when the shares vest. Restricted stock units cliff vest at the end of a three-year time period. For the three months ended March 31, 2020 and 2019, the Company recognized $204,000 and $164,000, respectively, in restricted stock unit compensation expense as a component of salaries and other personnel expense.
There were no restricted stock units granted in the three-month periods ended March 31, 2020 or 2019.

13.  Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Investment securities available for sale and marketable equity securities: Fair values are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.

Servicing rights: MSR and CSR are measured at fair value on a recurring basis. These assets are classified as Level 3 as quoted prices are not available. In order to determine the fair value of MSR and CSR, the present value of net expected future cash flows is estimated. Assumptions used include market discount rates, anticipated prepayment speeds, escrow calculations, delinquency rates, and ancillary fee income net of servicing costs. The model assumptions are also compared to publicly filed information from several large MSR holders, as available.

Derivative instruments: The fair value of the interest rate lock commitments are estimated using quoted or published market prices for similar instruments, adjusted for factors such as pull-through rate assumptions based on historical information, where appropriate. The pull-through rate assumptions are considered Level 3 valuation inputs and are significant to the interest rate lock commitment valuation; as such, the interest rate lock commitment derivatives are classified as Level 3. Interest rate contracts are valued in a model, which uses as its basis a discounted cash flow technique incorporating credit valuation adjustments to reflect nonperformance risk in the measurement of fair value. Although the Company has determined that the majority of inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2020, the Company has assessed the significance of the impact of these adjustments on the overall valuation of its interest rate positions and has determined that they are not significant to the overall valuation of its interest rate derivatives. As a result, the Company has classified its interest rate derivative valuations in Level 2 of the fair value hierarchy.

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.

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, impaired loans, and OREO at fair value on a nonrecurring basis in accordance with GAAP. Any nonrecurring adjustments to fair value usually result from the writedown of individual assets.

The Company uses either in-house evaluations or external appraisals to estimate the fair value of OREO and impaired loans as of each reporting date. In-house appraisals are considered Level 3 inputs and external appraisals are considered Level 2 inputs. The Company’s determination of which method to use is based upon several factors. The Company takes into account compliance with legal and regulatory guidelines, the amount of the loan, the size of the assets, the location and type of property to be valued and how critical the timing of completion of the analysis is to the assessment of value. Those factors are balanced

33



with the level of internal expertise, internal experience and market information available, versus external expertise available such as qualified appraisers, brokers, auctioneers and equipment specialists.

The Company uses external sources to estimate fair value for projects that are not fully constructed as of the date of valuation. These projects are generally valued as if complete, with an appropriate allowance for cost of completion, including contingencies developed from external sources such as vendors, engineers and contractors. The Company believes that recording OREO that is not fully constructed based on as if complete values is more appropriate than recording OREO that is not fully constructed using as is values. We concluded that as-is-complete values are appropriate for these types of projects based on the accounting guidance for capitalization of project costs and subsequent measurement of the value of real estate. GAAP specifically states that estimates and cost allocations must be reviewed at the end of each reporting period and reallocated based on revised estimates. The Company adjusts the carrying value of OREO in accordance with this guidance for increases in estimated cost to complete that exceed the fair value of the real estate at the end of each reporting period.

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 Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s 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.


34



Estimated fair values as of the periods indicated are as follows:
 
March 31, 2020
 
December 31, 2019
(In Thousands)
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair  Value
Financial assets:


 
 

 


 
 

Level 1 inputs:


 
 

 


 
 

     Cash, due from banks and deposits in other banks

$85,810

 

$85,810

 

$95,424

 

$95,424

     Investment securities available for sale
77,085

 
77,085

 
75,456

 
75,456

     Marketable equity securities
7,609

 
7,609

 
7,945

 
7,945

 
 
 
 
 
 
 
 
Level 2 inputs:


 
 

 


 
 

     Investment securities available for sale
191,874

 
191,874

 
200,682

 
200,682

     Investment in Federal Home Loan Bank stock
3,312

 
3,312

 
2,138

 
2,138

     Accrued interest receivable
5,007

 
5,007

 
4,512

 
4,512

     Interest rate swaps
8,028

 
8,028

 
2,950

 
2,950

 
 
 
 
 
 
 
 
Level 3 inputs:


 
 

 


 
 

     Loans and loans held for sale
1,168,131

 
1,162,777

 
1,111,205

 
1,095,031

     Purchased receivables, net
23,670

 
23,670

 
24,373

 
24,373

     Interest rate lock commitments
3,188

 
3,188

 
810

 
810

     Mortgage servicing rights
11,653

 
11,653

 
11,920

 
11,920

     Commercial servicing rights
1,200

 
1,200

 
1,214

 
1,214

 
 
 
 
 
 
 
 
Financial liabilities:


 
 

 


 
 

Level 2 inputs:


 
 

 


 
 

     Deposits

$1,395,492

 

$1,399,541

 

$1,372,351

 

$1,373,647

     Borrowings
36,877

 
37,749

 
8,891

 
9,216

     Accrued interest payable
67

 
67

 
23

 
23

     Interest rate swaps
10,429

 
10,429

 
3,484

 
3,484

     Retail interest rate contracts
2,760

 
2,760

 
71

 
71

 
 
 
 
 
 
 
 
Level 3 inputs:
 
 
 
 
 
 
 
     Junior subordinated debentures
10,310

 
10,696

 
10,310

 
11,000




35



The following table sets forth the balances as of the periods indicated of assets and liabilities measured at fair value on a recurring basis:
(In Thousands)
Total

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)
March 31, 2020
 

 

 

 
Assets:
 
 
 
 
 
 
 
    Available for sale securities
 

 

 

 
    U.S. Treasury and government sponsored entities

$211,909



$58,097



$153,812



$—

    Municipal securities
2,323




2,323



    Corporate bonds
30,567


18,988


11,579



    Collateralized loan obligations
24,160

 

 
24,160

 

           Total available for sale securities

$268,959



$77,085



$191,874



$—

    Marketable equity securities

$7,609

 

$7,609

 

$—

 

$—

           Total marketable equity securities

$7,609

 

$7,609

 

$—

 

$—

Interest rate swaps

$8,028

 

$—

 

$8,028

 

$—

Interest rate lock commitments
3,188

 

 

 
3,188

Mortgage servicing rights
11,653

 

 

 
11,653

Commercial servicing rights
1,200

 

 

 
1,200

           Total other assets

$24,069



$—



$8,028



$16,041

Liabilities:


 
 
 
 
 
 
Interest rate swaps

$10,429

 

$—

 

$10,429

 

$—

Retail interest rate contracts
2,760

 

 
2,760

 

           Total other liabilities

$13,189

 

$—

 

$13,189

 

$—

December 31, 2019
 

 

 

 
Assets:
 
 
 
 
 
 
 
Available for sale securities
 

 

 

 
U.S. Treasury and government sponsored entities

$211,852



$57,480



$154,372



$—

Municipal securities
3,297




3,297



Corporate bonds
35,066


17,976


17,090



Collateralized loan obligations
25,923

 

 
25,923

 

           Total available for sale securities

$276,138

 

$75,456



$200,682



$—

Marketable equity securities

$7,945



$7,945



$—



$—

           Total marketable securities

$7,945

 

$7,945

 

$—

 

$—

Interest rate swaps

$2,950

 

$—

 

$2,950

 

$—

Interest rate lock commitments
810

 

 

 
810

Mortgage servicing rights
11,920

 

 

 
11,920

Commercial servicing rights
1,214

 

 

 
1,214

           Total other assets

$16,894



$—



$2,950



$13,944

Liabilities:
 
 
 
 
 
 
 
Interest rate swaps

$3,484

 

$—

 

$3,484

 

$—

Retail interest rate contracts
71

 

 
71

 

           Total other liabilities

$3,555

 

$—

 

$3,555

 

$—



    


36





The following table provides a reconciliation of the assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the three-month periods ended March 31, 2020 and 2019:

(In Thousands)
Beginning balance
Change included in earnings
Purchases and issuances
Sales and settlements
Ending balance
Net change in unrealized gains (losses) relating to items held at end of period
Three Months Ended March 31, 2020
 
 
 
 
 
 
Interest rate lock commitments

$810


($897
)

$7,507


($4,232
)

$3,188


$3,188

Mortgage servicing rights
11,920

(930
)
663


11,653


Commercial servicing rights
1,214

(21
)
7


1,200


Total

$13,944


($1,848
)

$8,177


($4,232
)

$16,041


$3,188

Three Months Ended March 31, 2019
 
 
 
 
 
 
Interest rate lock commitments

$978


($329
)

$3,096


($2,508
)

$1,237


$1,237

Mortgage servicing rights
10,821

(674
)
1,107


11,254


Commercial servicing rights
1,030

(23
)
40


1,047


Total

$12,829


($1,026
)

$4,243


($2,508
)

$13,538


$1,237



There were no changes in unrealized gains and losses for the three month periods ending March 31, 2020 and 2019 included in other comprehensive income for recurring Level 3 fair value measurements.
As of and for the periods ending March 31, 2020 and December 31, 2019, except for certain assets as shown in the following table, no impairment or valuation adjustment was recognized for assets recognized at fair value on a nonrecurring basis.  For loans measured for impairment, the Company classifies fair value measurements using observable inputs, such as external appraisals, as Level 2 valuations in the fair value hierarchy, and unobservable inputs, such as in-house evaluations, as Level 3 valuations in the fair value hierarchy.    
(In Thousands)
Total

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)
March 31, 2020
 

 

 

 
  Loans measured for impairment

$4,988



$—



$—



$4,988

Total

$4,988



$—



$—



$4,988

December 31, 2019
 

 

 

 
  Loans measured for impairment

$561



$—



$—



$561

Total

$561



$—



$—



$561



The following table presents the gains and (losses) resulting from nonrecurring fair value adjustments for the three-month periods ended March 31, 2020 and 2019:

 
Three Months Ended March 31,
(In Thousands)
2020
 
2019
Loans measured for impairment

$665

 

$292

Total loss from nonrecurring measurements

$665

 

$292



37





    

Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)
The following table provides a description of the valuation technique, unobservable input, and qualitative information about the unobservable inputs for the Company’s assets and liabilities classified as Level 3 and measured at fair value on a recurring and nonrecurring basis at March 31, 2020 and December 31, 2019:

Financial Instrument
Valuation Technique
Unobservable Input
Weighted Average Rate Range
March 31, 2020
 
 
 
Loans measured for impairment
In-house valuation of collateral
Discount rate
25% - 75%

Interest rate lock commitment
External pricing model
Pull through rate
88.76
%
Mortgage servicing rights
Discounted cash flow
Constant prepayment rate
9.68% - 12.23%

 
 
Discount rate
8.25%

Commercial servicing rights
Discounted cash flow
Constant prepayment rate
7.64% - 15.67%

 
 
Discount rate
11.70
%
December 31, 2019
 
 
 
Loans measured for impairment
In-house valuation of collateral
Discount rate
25
%
Interest rate lock commitment
External pricing model
Pull through rate
92.65
%
Mortgage servicing rights
Discounted cash flow
Constant prepayment rate
9.11% - 10.67%

 
 
Discount rate
8.51% - 8.66%

Commercial servicing rights
Discounted cash flow
Constant prepayment rate
7.64% - 15.67%

 
 
Discount rate
11.70
%



38




14.  Segment Information
The Company's operations are managed along two operating segments: Community Banking and Home Mortgage Lending. The Community Banking segment's principal business focus is the offering of loan and deposit products to business and consumer customers in its primary market areas. As of March 31, 2020, the Community Banking segment operated 16 branches throughout Alaska. The Home Mortgage Lending segment's principal business focus is the origination and sale of mortgage loans for 1-4 family residential properties.
Summarized financial information for the Company's reportable segments and the reconciliation to the consolidated financial results is shown in the following tables:
 
Three Months Ended March 31, 2020
(In Thousands)
Community Banking
 
Home Mortgage Lending
 
Consolidated
 
 
 
 
 
 
Interest income

$16,880

 

$459

 

$17,339

Interest expense
1,619

 
30

 
1,649

   Net interest income
15,261

 
429

 
15,690

Provision for loan losses
2,060

 

 
2,060

Other operating income
1,768

 
4,665

 
6,433

Other operating expense
13,612

 
5,175

 
18,787

   Income (loss) before provision for income taxes
1,357

 
(81
)
 
1,276

Provision (benefit) for income taxes
266

 
(23
)
 
243

Net income (loss)

$1,091

 

($58
)
 

$1,033



 
Three Months Ended March 31, 2019
(In Thousands)
Community Banking
 
Home Mortgage Lending
 
Consolidated
 
 
 
 
 
 
Interest income

$16,512

 

$366

 

$16,878

Interest expense
1,024

 
85

 
1,109

   Net interest income
15,488

 
281

 
15,769

Provision for loan losses
750

 

 
750

Other operating income
3,235

 
4,298

 
7,533

Other operating expense
12,518

 
4,562

 
17,080

   Income before provision for income taxes
5,455

 
17

 
5,472

Provision for income taxes
1,155

 
5

 
1,160

Net income

$4,300

 

$12

 

$4,312




March 31, 2020
 
 
 
 
 
(In Thousands)
Community Banking
 
Home Mortgage Lending
 
Consolidated
 
 
 
 
 
 
Total assets

$1,568,817

 

$122,445

 

$1,691,262

Loans held for sale

$—

 

$86,258

 

$86,258



39



December 31, 2019
 
 
 
 
 
(In Thousands)
Community Banking
 
Home Mortgage Lending
 
Consolidated
 
 
 
 
 
 
Total assets

$1,540,869

 

$103,127

 

$1,643,996

Loans held for sale

$—

 

$67,834

 

$67,834




15. Subsequent Events
The provisions of the CARES Act created the Paycheck Protection Program ("PPP") through the Small Business Administration ("SBA") in early April, 2020. As of May 4, 2020, the Company has originated $324 million in PPP loans and has an additional $55 million in the PPP loan pipeline.
In order to provide additional liquidity to banks participating in the PPP, the Federal Reserve Bank created the Paycheck Protection Program Lending Facility ("PPPLF") which provides banks with term, nonrecourse borrowings secured by PPP loans. The interest rate of PPPLF borrowings is fixed at 0.35%. The maturity dates for term borrowings incurred by the Company under the PPPLF equal the maturity dates of the PPP loans pledged to secure the extension of credit, which is two years. The maturity date of the PPPLF borrowings will be accelerated if the underlying PPP loan goes into default and the Company sells the PPP loan to the SBA to realize on the SBA guarantee. The maturity date of the PPPLF borrowings will also be accelerated to the extent of any loan forgiveness reimbursement received by the Company from the SBA.
On April 9, 2020, the Federal Reserve Board, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation issued an interim final rule to allow banking organizations to neutralize the effect of PPP loans financed under the PPPLF on leverage capital ratios, so origination of PPP loans does not require the Company to carry additional capital.
As of May 4, 2020, the Company has $104 million of PPPLF borrowings. The Company has pledged $104 million in PPP loans as collateral for these borrowings.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion should be read in conjunction with the unaudited consolidated financial statements of Northrim BanCorp, Inc. (the “Company”) and the notes thereto presented elsewhere in this report and with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
Except as otherwise noted, references to "we", "our", "us" or "the Company" refer to Northrim BanCorp, Inc. and its subsidiaries that are consolidated for financial reporting purposes.
Note Regarding Forward Looking-Statements
This quarterly report on Form 10-Q includes “forward-looking statements,” as that term is defined for purposes of Section 21E of the Securities Exchange Act of 1934, as amended, which are not historical facts. These forward-looking statements describe management’s expectations about future events and developments such as future operating results, growth in loans and deposits, continued success of the Company’s style of banking, the strength of the local economy, and statements related to the expected or potential impact of the novel coronavirus ("COVID-19") pandemic and related responses of the government. All statements other than statements of historical fact, including statements regarding industry prospects, future results of operations or financial position and the expected or potential impact of COVID-19 and related responses of the government, 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 management’s current plans and expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations, and those variations may be both material and adverse. Forward-looking statements, whether concerning COVID-19 and the government response related thereto or otherwise, 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 uncertainties relating to the impact of COVID-19 on the Company's business, operations and employees; the availability and terms of funding from government sources related to COVID-19; the general condition of, and changes in, the Alaska economy; our ability to maintain or expand our market share or net interest margin; our ability to maintain asset quality; our ability to implement our marketing and growth strategies; and our ability to execute our business plan. Further, actual results may be affected by competition on price

40



and other factors with other financial institutions; customer acceptance of new products and services; the regulatory environment in which we operate; and general trends in the local, regional and national banking industry and economy. Many of these risks, as well as other risks that may have a material adverse impact on our operations and business, are identified in Part II. Item 1A Risk Factors of this report and Item 1A in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, as well as in our other filings with the Securities and Exchange Commission. 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 forward looking statements are made only as of the date of this report and 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 Company’s critical accounting policies include those that address the accounting for the allowance for loan losses ("Allowance"), valuation of goodwill and other intangible assets, the valuation of other real estate owned ("OREO"), and the valuation of mortgage servicing rights.  These critical accounting policies are further described in Item 7, Management’s Discussion and Analysis, and in Note 1, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Management has applied its critical accounting policies and estimation methods consistently in all periods presented in these consolidated financial statements.
Impact of accounting pronouncements to be implemented in future periods

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates, but will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. ASU 2016-13 is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2019, and must be applied prospectively. However, on October 16, 2019 the FASB voted to delay ASU 2016-13 for Smaller Reporting Companies. The Company has elected Small Reporting Company status, which changes the effective date for ASU 2016-13 for the Company to fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2022.
Our implementation process includes loss forecasting model development, evaluation of technical accounting topics, updates to our allowance documentation, reporting processes and related internal controls, and overall operational readiness for our adoption of the ASU 2016-13, which will continue until adoption, including parallel runs for current expected credit losses ("CECL") alongside our current allowance process.
We are in the process of developing, validating, and implementing models used to estimate credit losses under CECL. We have completed substantially all of our loss forecasting models, and we expect to complete the validation process for our loan models during 2020. Our current planned approach for estimating expected life-time credit losses for loans includes the following key components:
An initial loss forecast period of one year for all loan portfolio segments and classes of financing receivables and offbalance- sheet credit exposures. This period reflects management’s expectation of losses based on forward-looking economic scenarios over that time.
A historical loss forecast period covering the remaining contractual life, adjusted for prepayments, by segment and class of financing receivables based on the change in key historical economic variables during representative historical expansionary and recessionary periods.
A reversion period of up to two years connecting the initial loss forecast to the historical loss forecast based on economic conditions at the measurement date.

41



Utilization of discounted cash flow ("DCF") methods to measure credit impairment for loans modified in a troubled debt restructuring, unless they are collateral dependent and measured at the fair value of collateral. The DCF methods would obtain estimated life-time credit losses using the conceptual components described above.
As a Smaller Reporting Company, the Company is not required to adopt CECL before January 1, 2023, and we have elected not to early adopt as of January 1, 2020. However, we have the option to early adopt CECL as of either January 1, 2021, or January 1, 2022. Based on our loan portfolio composition at March 31, 2020, and the Company's current economic forecast, had we elected to early adopt CECL as of March 31, 2020, we estimate the impact of adoption to be an overall decrease in our allowance for credit losses ("ACL") for loans between $6.0 million and $7.0 million. The reduction reflects an expected decrease for all loan segments given their short contractual maturities. The Company does not hold a material amount of residential mortgage loans with long or indeterminate maturities as of March 31, 2020. In most instances the Company believes that the ACL for these types of loans would lead to an increase in the ACL. We will continue to evaluate and refine the results of our loss estimates until adoption of ASU 2016-13.
The ultimate effect of CECL on our ACL will depend on the size and composition of our loan portfolio, the loan portfolio’s credit quality and economic conditions at the time of adoption, as well as any refinements to our models, methodology and other key assumptions. At adoption, we will have a cumulative-effect adjustment to retained earnings for our change in the ACL. We currently estimate an overall decrease in our ACL, which will result in an increase to our retained earnings and regulatory capital amounts and ratios.


42



Update on Economic Conditions
The Alaska economy continued positive improvements throughout 2019 and into the beginning of 2020. The most recent macro-economic indicators showed a healthy economy that was growing and adding jobs. However, a new paradigm arose from the COVID-19 virus that is expected to bring an end to positive growth. National and local economies have been significantly altered from government rules implemented to help slow the spread of the virus around the country. These impacts have only begun to take effect in the latter half of the first quarter of the year.
The Alaska State Department of Labor reported growth of 1,300 jobs in February of 2020 compared to February of 2019. This is an increase of 0.4% year-over-year. October of 2018 was the first month of year-over-year increase in employment since September of 2015. After 37 months of year-over-year declines, Alaska now had 14 consecutive months of year-over-year job increases prior to the impacts from COVID-19.
According to the Alaska State Department of Labor, Oil and Gas led the February 2020 year-over-year growth with a positive 500 jobs for a 5% growth rate. Health Care also grew by 500 jobs over the prior year, which is an increase of 1.3% for the larger direct employment sector. The Construction industry has grown by 400 jobs or 2.9% during the same 12 month period. Tourism helped boost Leisure & Hospitality employment by 300 jobs or 1%.
The largest decline was 500 government jobs. State jobs decreased by 400, local government jobs declined by 200, while federal government jobs grew by 100. This was primarily a response to state budget cuts. The other two major sectors to shrink were Manufacturing (primarily seafood processing) down 300 jobs or -2.5% and Information Services down 200 jobs or -3.7%.
Alaska’s seasonally adjusted gross state product (“GSP”) was $55.4 billion in the third quarter of 2019, according to the U.S. Bureau of Economic Analysis (“BEA”) in a report released on January 10, 2020. Alaska’s GSP increased 1.8% annualized in the first quarter of 2019, 4.1% in the second quarter, and 2.4% in the third quarter. Alaska’s real GSP increased by 0.7% in 2018.
Alaska’s personal income grew 3.7% in 2019 according to a report by the BEA. Total income from all sources in Alaska grew from $43.8 billion in 2018 to $45.4 billion in 2019. The increase in 2019 was mostly driven by an improvement in wages. Personal income from wages rose $1.03 billion, government transfer receipts were up $406 million and dividends, interest and rents increased by $177 million in 2019.
Management believes that the 2019 gains in GSP and personal income have primarily been a result of billions of dollars in investment by the oil and gas sector and record years in tourism. Job growth had been positive for over a year after three years of a mild recession. Unfortunately, with the economic issues resulting from the COVID-19 virus we expect these improvements to end. A decline in tourist numbers and significantly lower oil prices are expected to change this growth pattern. This is further evidenced by the spike in weekly initial unemployment claims in Alaska to 14,600 the week of March 28, 2020 and 12,007 the week of April 4, 2020 according to a news release from the State of Alaska Department of Labor on April 17, 2010. For the prior year period ending March 31, 2019 the initial unemployment insurance claims were 891 and the week of April 6, 2019 they were 992. Additionally, ConocoPhillips has announced that they will be reducing capital spending in Alaska by roughly $400 million, or 25%, in 2020 as compared to their previous plans.
Average monthly Alaska North Slope (“ANS”) crude oil prices ranged between approximately $60 and $80 in 2018 and 2019. This helped increase industry investment and employment after a difficult period of prices averaging between approximately $30 and $60 from 2015 to 2017. However, in the first quarter of 2020 prices began to fall rapidly in response to lower demand from COVID-19 quarantining and over production in the Middle East and Russia. In January of 2020, ANS prices averaged $65.48 and fell to $54.48 in February. The March 2020 monthly average was only $33.21. The ANS spot price at the end of the quarter March 31, 2020 was $23.18.
Alaska’s crude oil production averaged 511,800 barrels per day (“bpd”) in fiscal year (“FY”) 2019. This was a decrease of 4.2% compared to the previous year end. Total output declined 1.2% to 534,000 bpd in FY 2018. The State Department of Revenue forecasted production on the North Slope to decline 0.6% in FY 2020, though this forecast was made prior to COVID-19 impacts.
Alaska’s home mortgage delinquency and foreclosure levels continue to be better than most of the nation. According to the Mortgage Bankers Association, Alaska’s foreclosure rate was 0.63% at the end of 2019. The comparable national average rate was 0.78% at the end of the year. The national survey reported that the percentage of mortgage loans more than 30 days delinquent in Alaska was 2.85% at the end of 2019, compared to 4.07% for the entire country.     

43



The Federal Open Market Committee ("FOMC") cut the target federal funds rate 150 basis points from a range of 1.50%-1.75% to 0-0.25% in March of 2020. At a press conference on March 15, 2020 Chairman Powell stated that the FOMC would maintain the rate at this low level until they are confident that the economy has weathered recent events and is on track to achieve employment and price stability goals.

COVID-19 Issues:

Industry Exposure: Northrim has identified various industries that may be adversely impacted by the COVID-19 pandemic and a significant decline in oil prices. Though the industries affected may change through the progression of the pandemic, the following sectors, with the Northrim Bank's (the "Bank") exposure as a percent of the total loan portfolio as of March 31, 2020 are being impacted: Tourism (6%), Oil and Gas (8%), Aviation (non-tourism) (5%), Healthcare (4%), Accommodations (3%), Retail (2%) and Restaurants (2%).

Loan Accommodations: The Company has implemented several forms of assistance to help our customers in the event that they experience financial hardship as a result of COVID-19 in addition to our participation in Payroll Protection Program ("PPP") lending. These accommodations include interest only and deferral options on loan payments, as well as the waiver of various fees related to loans, deposits and other services. As of March 31, 2020, the Company has not made a material number of loan accommodations and only began to see requests for changes near the end of the quarter. The PPP administered by the U.S. Small Business Administration ("SBA") under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") has provided some relief on requests to modify loans.
  
Loan Loss Reserve: Although several of the Company’s asset quality metrics improved over the first quarter, management determined it is appropriate to increase its loan loss reserves through the addition of $2.1 million in loan loss provisions for the quarter ended March 31, 2020. This compares to a $750,000 provision for loan losses in the first quarter a year ago. The increased provision is the result of growth in the loan portfolio, an increase in specific impairment, and an increase in qualitative factors based on management's assessment of increased risks in our loan portfolio primarily associated with the COVID-19 pandemic and the reduction in oil prices compared to the prior year.

IT Changes: To protect the well-being of our staff and customers, Northrim has dedicated resources for a majority of employees to work from home. To facilitate the move, we allocated excess computers and VOIP system phones to staff resulting in no significant increase in data processing expenses.

Growth and Paycheck Protection Program:
Northrim’s asset base increased during the quarter ended March 31, 2020, due primarily to normal loan growth, much of which related to the funding of loans that were in the pipeline as of December 31, 2019.
Through May 4, 2020,the Company received SBA approval to originate approximately 1,600 loans totaling $324 million in PPP loans, and we have approximately 800 loans totaling $55 million in the PPP loan pipeline.
The Company has been approved for, and intends to utilize the Federal Reserve Bank's newly created Paycheck Protection Program Liquidity Facility to fund PPP loans.
.
Capital Management: At March 31, 2020, the Company’s and the Bank’s capital ratios were well in excess of all regulatory requirements. As of March 31, 2020, the Company had suspended its previously announced stock repurchasing activity.

Highlights and Summary of Performance - First Quarter of 2020
The Company reported net income and diluted earnings per share of $1.0 million and $0.16, respectively, for the first quarter of 2020 compared to net income and diluted earnings per share of $4.3 million and $0.62, respectively, for the first quarter of 2019. The decrease in net income in the first quarter of 2020 compared to the same quarter last year is primarily due to an increase in the provision for loan losses, an increase in other operating expense, and a decrease in other operating income.
Total revenue in the first quarter of 2020, which includes net interest income plus other operating income, decreased 5% to $22.1 million from $23.3 million in the first quarter a year ago, primarily due to a $1.4 million decrease in gain (loss) on marketable equity securities that was only partially offset by a $367,000 increase in mortgage banking income.
Net interest income decreased slightly in the first quarter of 2020 compared to the same period in 2019 mainly due to a lower net yields on earning assets due to lower interest rates that was only partially offset by an increase in average earning asset balances.
Net interest margin decreased to 4.32% in the first quarter of 2020 as compared to 4.83% in the first quarter a year ago.
The Company repurchased 192,709 shares of its common stock in the first quarter of 2020 at an average price of $32.74, leaving 134,291 shares available under the previously announced stock repurchase authorization.

44



The Company paid cash dividends of $0.34 per common share in the first quarter of 2020, up 13% from $0.30 in the first quarter of 2019.

Other financial measures are shown in the table below:
 
Three Months Ended March 31,
 
2020
2019
Return on average assets
0.25
%
1.18
%
Return on average shareholders' equity
2.00
%
8.36
%
Dividend payout ratio
215.20
%
48.40
%
Credit Quality
Nonperforming assets: Nonperforming assets, net of government guarantees at March 31, 2020 decreased $386,000, or 2% to $19.6 million as compared to $19.9 million at December 31, 2019. OREO, net of government guarantees, increased $162,000 to $5.9 million at March 31, 2020 as compared to $5.8 million at December 31, 2019 due to the transfer of one loan to OREO during the period. Nonperforming loans, net of government guarantees decreased $548,000 during the first three months of 2020 as compared to December 31, 2019, as paydowns exceeded additions in the first three months of 2020. $11.2 million, or 53% are nonaccrual loans related to ten commercial relationships. Two of these relationships, which totaled $5.2 million at the end of the first quarter of 2020, are businesses in the medical industry. While it is too early to determine the effect that the COVID-19 pandemic will ultimately have on our non-performing assets, based on the current trajectory, significant increases may occur in subsequent quarters.

45



The following table summarizes nonperforming activity for the three-month periods ending March 31, 2020 and 2019:
 
 
 
 
Writedowns
 
Transfers to
 
 
(In Thousands)
Balance at December 31, 2019
Additions this quarter
Payments this quarter
/Charge-offs
 this quarter
Transfers to OREO
Performing Status
this quarter
Sales this quarter
Balance at March 31, 2020
Commercial loans

$9,153


$1,153


($653
)

($151
)

($162
)

$—


$—


$9,340

Commercial real estate
4,665


(30
)




4,635

Construction loans
1,349


(434
)




915

Consumer loans
189

14

(5
)
(14
)



184

Nonperforming loans guaranteed by government
(1,405
)
(268
)
2





(1,671
)
   Total nonperforming loans
13,951

899

(1,120
)
(165
)
(162
)


13,403

Other real estate owned
7,043

162






7,205

Repossessed assets
231







231

Other real estate owned guaranteed
 
 
 
 
 
 
 
 
by government
(1,279
)






(1,279
)
   Total nonperforming assets,
 
 
 
 
 
 
 
 
   net of government guarantees

$19,946


$1,061


($1,120
)

($165
)

($162
)

$—


$—


$19,560

 
 
 
 
Writedowns
 
Transfers to
 
 
(In Thousands)
Balance at December 31, 2018
Additions this quarter
Payments this quarter
/Charge-offs
this quarter
Transfers to OREO
Performing Status
this quarter
Sales this quarter
Balance at March 31, 2019
Commercial loans

$12,671


$2,289


($1,765
)

($109
)

$—


$—


($1,400
)

$11,686

Commercial real estate
2,273

2,730

(2
)




5,001

Construction loans

2,423






2,423

Consumer loans
266

152

(12
)




406

Non-performing loans guaranteed by government
(516
)
(694
)
172





(1,038
)
   Total non-performing loans
14,694

6,900

(1,607
)
(109
)


(1,400
)
18,478

Other real estate owned
7,962






(919
)
7,043

Repossessed assets
1,242







1,242

Other real estate owned guaranteed
 
 
 
 
 
 
 
 
by government
(1,279
)






(1,279
)
   Total non-performing assets,








   net of government guarantees

$22,619


$6,900


($1,607
)

($109
)

$—


$—


($2,319
)

$25,484


Potential problem loans: Potential problem loans are loans which are currently performing in accordance with contractual terms but 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 impaired loans. These loans are closely monitored and their performance is reviewed by management on a regular basis. At March 31, 2020, management had identified potential problem loans of $4.5 million as compared to potential problem loans of $9.0 million at December 31, 2019. The decrease in potential problem loans from December 31, 2019 to March 31, 2020 is primarily the result of $3.0 million in paydowns and the addition of a government guarantee on one loan totaling $1.5 million. One commercial relationship totaling $423,000 as of December 31, 2019, net of government guarantees, was transferred to nonaccrual status, and there was one new potential problem loan during the first quarter of 2020 totaling $337,000.
Troubled debt restructurings (“TDRs”): TDRs are those loans for which concessions, including the reduction of interest rates below a rate otherwise available to that borrower, have been granted due to the borrower’s weakened financial condition. Interest on TDRs will be accrued at the restructured rates when it is anticipated that no loss of original principal will occur, and the interest can be collected, which is generally after a period of six months. The Company had $4.4 million in loans classified as TDRs that were performing and $8.2 million in TDRs included in nonaccrual loans at March 31, 2020 for a total of approximately $12.6 million. There are $3.0 million in government guarantees associated with TDRs, so total TDRs, net of government guarantees,

46



total $9.6 million at March 31, 2020. At December 31, 2019 there were $1.4 million in loans classified as TDRs that were performing and $8.7 million in TDRs included in nonaccrual loans for a total of $10.1 million. See Note 5 of the Notes to Consolidated Financial Statements included in Item 1 of this report for further discussion of TDRs.

RESULTS OF OPERATIONS
Income Statement
Net Income
Net income for the first quarter of 2020 decreased $3.3 million, or 76%, to $1.0 million as compared to $4.3 million for the same period in 2019. The decrease in net income in the first quarter of 2020 compared to the first quarter of 2019 is primarily due to an increase in the provision for loan losses, an increase in other operating expense primarily in salaries and other personnel expense and OREO (income) expense, net of rental income, and a decrease in other operating income which is primarily attributable to a decrease in gain (loss) on marketable equity securities.
Net Interest Income/Net Interest Margin
Net interest income for the first quarter of 2020 decreased $79,000, or less than 1%, to $15.7 million as compared to $15.8 million for the first quarter of 2019. Net interest margin decreased 51 basis points to 4.32% in the first quarter of 2020 as compared to 4.83% in the first quarter of 2019. The decrease in net interest income in the first quarter of 2020 compared to the first quarter of 2019 was primarily the result of higher interest expense on deposits and borrowings, which was only partially offset by higher interest income on loans and deposits in other banks. Changes in net interest margin in the three months ended March 31, 2020 as compared to the same period in the prior year are detailed below:
 
Three Months Ended March 31, 2020 vs. March 31, 2019
Nonaccrual interest adjustments
0.03
 %
Interest rates and loan fees
(0.46
)%
Volume and mix of interest-earning assets
(0.08
)%
Change in net interest margin
(0.51
)%








47



Components of Net Interest Margin
The following table compares average balances and rates as well as net tax equivalent margins on earning assets for the three-month periods ended March 31, 2020 and 2019:
(Dollars in Thousands)
Three Months Ended March 31,
 
 
 
 
 
Interest income/
 
 
Average Yields/Costs
 
Average Balances
Change
expense
Change
Tax Equivalent

2020
2019
$
%
2020
2019
$
%
2020
2019
Change
Loans1,2

$1,059,023


$988,920


$70,103

7
 %

$14,919


$14,629


$290

2
 %
5.69
%
6.04
%
(0.35
)%
Loans held for sale
50,375

31,203

19,172

61
 %
440

348

92

26
 %
3.51
%
4.52
%
(1.01
)%
 
 
 
 
 
 
 
 
 
 
 
 
Short-term investments3
68,076

24,199

43,877

181
 %
236

143

93

65
 %
1.37
%
2.36
%
(0.99
)%
Long-term investments4
284,068

280,419

3,649

1
 %
1,744

1,758

(14
)
(1
)%
2.59
%
2.65
%
(0.06
)%
   Total investments
352,144

304,618

47,526

16
 %
1,980

1,901

79

4
 %
2.20
%
2.63
%
(0.43
)%
   Interest-earning assets
1,461,542

1,324,741

136,801

10
 %
17,339

16,878

461

3
 %
4.82
%
5.23
%
(0.41
)%
Nonearning assets
174,049

162,241

11,808

7
 %







          Total

$1,635,591


$1,486,982


$148,609

10
 %







 











Interest-bearing demand

$320,767


$241,024


$79,743

33
 %

$164


$53


$111

209
 %
0.21
%
0.09
%
0.12
 %
Savings deposits
229,639

235,745

(6,106
)
(3
)%
237

256

(19
)
(7
)%
0.42
%
0.44
%
(0.02
)%
Money market deposits
206,043

207,520

(1,477
)
(1
)%
257

248

9

4
 %
0.50
%
0.49
%
0.01
 %
Time deposits
169,410

116,199

53,211

46
 %
826

381

445

117
 %
1.96
%
1.33
%
0.63
 %
   Total interest-bearing deposits
925,859

800,488

125,371

16
 %
1,484

938

546

58
 %
0.64
%
0.48
%
0.16
 %
Borrowings
22,188

51,515

(29,327
)
(57
)%
165

171

(6
)
(4
)%
2.95
%
1.32
%
1.63
 %
   Total interest-bearing liabilities
948,047

852,003

96,044

11
 %
1,649

1,109

540

49
 %
0.70
%
0.53
%
0.17
 %
Demand deposits and other noninterest-bearing liabilities
479,578

425,734

53,844

13
 %







Equity
207,966

209,245

(1,279
)
(1
)%







          Total

$1,635,591


$1,486,982


$148,609

10
 %







Net interest income





$15,690


$15,769


($79
)
(1
)%



Net interest margin
 
 
 
 




4.32
%
4.83
%
(0.51
)%
Average loans to average interest-earning assets
72.46
%
74.65
%
 
 
 
 
 
 
 
 
 
Average loans to average total deposits
77.91
%
82.79
%
 
 
 
 
 
 
 
 
 
Average non-interest deposits to average total deposits
31.88
%
32.99
%
 
 
 
 
 
 
 
 
 
Average interest-earning assets to average interest-bearing liabilities
154.16
%
155.49
%
 
 
 
 
 
 
 
 
 

1Interest income includes loan fees.  Loan fees recognized during the period and included in the yield calculation totaled $847,000 and $819,000 in the first quarter of 2020 and 2019, respectively.
2Nonaccrual loans are included with a zero effective yield.  Average nonaccrual loans included in the computation of the average loan balances were $15.0 million and $16.1 million in the first quarter of 2020 and 2019, respectively.
3Consists of interest bearing deposits in other banks.
4Consists of investment debt securities available for sale, equity securities, investment securities held to maturity, and investment in Federal Home Loan Bank stock.


48




The following tables set forth the changes in consolidated net interest income attributable to changes in volume and to changes in interest rates for the three-month periods ending March 31, 2020 and 2019.  Changes attributable to the combined effect of volume and interest rate have been allocated proportionately to the changes due to volume and the changes due to interest rates:
(In Thousands)
Three Months Ended March 31, 2020 vs. 2019
 
Increase (decrease) due to

 
Volume
Rate
Total
Interest Income:



   Loans

$1,147


($857
)

$290

   Loans held for sale
145

(53
)
92

   Short-term investments
121

(28
)
93

   Long-term investments
19

(33
)
(14
)
          Total interest income

$1,432


($971
)

$461

 



Interest Expense:



   Interest-bearing deposits

$171


$375


$546

   Borrowings
(135
)
129

(6
)
          Total interest expense

$36


$504


$540


Provision for Loan Losses 
The provision for loan losses increased to $2.1 million for the first quarter of 2020 compared to $750,000 in the first quarter of 2019 due to the growth in loan balances, an increase in specific impairment, and an increase in qualitative factors based on management's assessment of increased risks in our loan portfolio primarily associated with the COVID-19 pandemic and the reduction in oil prices compared to the prior year. These increases were only partially offset by decreases in nonaccrual and adversely classified loans in the first quarter of 2020. The ratio of the Allowance to total nonperforming loans, net of government guarantees was 157% at March 31, 2020 and 137% at December 31, 2019.
See "Analysis of Allowance for Loan Losses" under the "Financial Condition-Balance Sheet Overview" and Note 6 of the Notes to Consolidated Financial Statements included in Item 1 of this report for more information on changes in the Company's Allowance.
Other Operating Income
Other operating income for the three-month period ended March 31, 2020, decreased $1.1 million, or 15%, to $6.4 million as compared to $7.5 million the same period in 2019, primarily due to the $1.4 million decrease in gain (loss) on marketable equity securities in the first quarter of 2020 compared to the same quarter in 2019. This decrease was only partially offset by a $367,000 increase in mortgage banking income in the three months ended March 31, 2020 as compared to the same period in 2019. Net realized gains on mortgage loans sold increased $1.7 million in the first quarter of 2020 as compared to the first quarter of 2019 primarily due to increased volume driven by lower interest rates and the resulting refinance activity. However, this increase in revenue was largely offset by a decrease in the fair value of mortgage loan commitments which decreased $901,000 in the three-month period ended March 31, 2020 as compared to the same period in 2019 due to lower pricing in the secondary market for home mortgages hit by an abnormally large volume of refinance activity. The increase in gains on sale was also partially offset by a decrease in the fair value of mortgage servicing rights, which decreased mortgage banking income by $930,000 during the first quarter of 2020.

49



Other Operating Expense
Other operating expense for the first quarter of 2020 increased $1.7 million, or 10%, to $18.8 million as compared to the same period in 2019 primarily due to a $954,000, or 8%, increase in the salaries and other personnel expense primarily due to a $583,000 increase in employee commissions related to the increase in production volume in the Home Mortgage Lending segment and a $293,000, or 4% increase in salary expense primarily due to annual salary increases. Additionally, OREO expense, net of rental income and gains on sale increased $284,000 in the first quarter of 2020 compared to the same period in 2019 due to lower gains on the sale of OREO.
Income Taxes
The provision for income taxes for the first quarter of 2020 decreased $917,000, or 79%, as compared to the same period in 2019 primarily due to the decrease in pretax income. The effective tax rate decreased to 19% in the three-month period ending March 31, 2020 as compared to 21% in both the three-month periods ending March 31, 2019 due to less tax-exempt income and fewer estimated tax credits as a percentage of pre-tax income in 2020 as compared to 2019.

FINANCIAL CONDITION
Balance Sheet Overview
Portfolio Investments
Portfolio investments at March 31, 2020 decreased 3%, or $7.5 million, to $276.6 million from $284.1 million at December 31, 2019 as proceeds from sales, maturities, and security calls were used for loan fundings in the first three months of 2020.
The table below details portfolio investment balances by portfolio investment type:
 
March 31, 2020
December 31, 2019
 
Dollar Amount
Percent of Total
Dollar Amount
Percent of Total
(In Thousands)
 
Balance
% of total
Balance
% of total
U.S. Treasury and government sponsored entities

$211,909

76.6
%

$211,852

74.6
%
Municipal securities
2,323

0.8
%
3,297

1.2
%
Corporate bonds
30,567

11.1
%
35,066

12.3
%
Collateralized loan obligations
24,160

8.7
%
25,923

9.1
%
Preferred stock
7,609

2.8
%
7,945

2.8
%
   Total portfolio investments

$276,568

 

$284,083

 

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. This type of lending has generally provided us with market opportunities and higher net interest margins than other types of lending. However, it also involves greater risks, including greater exposure to changes in local economic conditions, than certain other types of lending.
Portfolio loans increased by $38.5 million, or 4%, to $1.082 billion at March 31, 2020 from $1.043 billion at December 31, 2019, primarily as a result of increased commercial, real estate construction other, and real estate term owner occupied loans. These increases were partially offset by decreases in real estate construction one-to-four family loans and consumer loans in the first three months of 2020. Real estate construction one-to-four family loans, which are mostly residential housing construction loans decreased slightly to 3% of portfolio loans at March 31, 2020 compared to 4% at December 31, 2019.

50



The following table details loan balances by loan type as of the dates indicated:
 
March 31, 2020
December 31, 2019
 
Dollar Amount
Percent of Total
Dollar Amount
Percent of Total
(In Thousands)
Commercial

$434,832

40.2
 %

$412,690

39.5
 %
Real estate construction one-to-four family
36,342

3.4
 %
38,818

3.7
 %
Real estate construction other
73,507

6.8
 %
61,808

5.9
 %
Real estate term owner occupied
146,453

13.5
 %
138,891

13.3
 %
Real estate term non-owner occupied
313,472

29.0
 %
312,960

30.0
 %
Real estate term other
42,281

3.9
 %
42,506

4.1
 %
Consumer secured by 1st deeds of trust
15,574

1.4
 %
16,198

1.6
 %
Consumer other
24,349

2.3
 %
24,585

2.4
 %
Subtotal

$1,086,810

 

$1,048,456

 
Less: Unearned origination fee,
 
 
 
 
net of origination costs
(4,937
)
(0.5
)%
(5,085
)
(0.5
)%
Total loans

$1,081,873

 

$1,043,371

 

51



Information about loans directly exposed to the oil and gas industry

The Company defines "direct exposure" to the oil and gas industry as companies that it has identified as significantly reliant upon activity related to the oil and gas industry, such as oilfield services, lodging, equipment rental, transportation, and other logistic services specific to the industry. The Company estimates that $86.9 million, or approximately 8% of loans as of March 31, 2020 have direct exposure to the oil and gas industry as compared to $79.2 million, or approximately 8% of loans as of December 31, 2019. The Company has no loans to oil producers or exploration companies as of March 31, 2020 or December 31, 2019, but the totals noted include a loan related to construction of an oil rig. The balance of this loan was $13.0 million and $14.2 million at March 31, 2020 and December 31, 2019, respectively, and is classified as an AQR pass loan in both periods. The Company's unfunded commitments to borrowers that have direct exposure to the oil and gas industry were $37.9 million and $31.1 million at March 31, 2020 and December 31, 2019, respectively. The portion of the Company's Allowance that related to the loans with direct exposure to the oil and gas industry was estimated at $1.7 million as of March 31, 2020 and $1.6 million as of December 31, 2019.
    
The following table details loan balances by loan segment and class of financing receivable for loans with direct oil and gas exposure as of the dates indicated:

(In Thousands)
Commercial
Real estate construction one-to-four family
Real estate construction other
Real estate term owner occupied
Real estate term non-owner occupied
Real estate term other
Consumer secured by 1st deeds of trust
Consumer other
Total
March 31, 2020
 
 
 
 
 
 
 
 
 
AQR Pass

$68,526


$—


$—


$5,519


$—


$—


$—


$865


$74,910

AQR Special Mention
361



1,812

6,811




8,984

AQR Substandard
3,012








3,012

Total

$71,899


$—


$—


$7,331


$6,811


$—


$—


$865


$86,906

December 31, 2019
 
 
 
 
 
 
 
 
 
AQR Pass

$62,345


$—


$—


$4,153


$—


$—


$—


$361


$66,859

AQR Special Mention
450



1,900

6,916




9,266

AQR Substandard
3,070








3,070

Total

$65,865


$—


$—


$6,053


$6,916


$—


$—


$361


$79,195


Supplemental information about significant COVID-19 exposure on directly impacted industries
In addition, at March 31, 2020, the Company had $63.7 million, or 6% of portfolio loans, in the tourism sector, $56.9 million, or 5% of portfolio loans, in the aviation (non-tourism) sector, $45.2 million, or 4% of total loans, in the healthcare sector,
$19.5 million, or 2%, in retail loans and $18.0 million, or 2% in the restaurant sector, and $36.4 million, or 3% in the accommodations sector. The portion of the Company's Allowance that related to the loans with with exposure to these industries is estimated at the following amounts as of March 31, 2020:

(In Thousands)
Tourism
Aviation (non-tourism)
Healthcare
Retail
Restaurant
Accommodations
Total
Allowance

$1,204


$1,098


$1,359


$399


$338


$679


$5,077




Analysis of Allowance for Loan Losses
The Company maintains an Allowance to reflect management's assessment of probable, estimable losses inherent in the
loan portfolio. The Allowance is increased by provisions for loan losses and loan recoveries and decreased by loan charge-offs. The size of the Allowance is determined through quarterly assessments of probable estimated losses in the loan portfolio. Our methodology for making such assessments and determining the adequacy of the Allowance includes the following key elements:

A specific allocation 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 external appraisals on loans secured by real property, management’s assessment of the current market, recent payment history,

52



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. 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 its evaluation of the facts and circumstances on a case by case basis. External 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 management’s 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 Company’s assessment of updated appraisals. See Note 13 of the Notes to Consolidated Financial Statements included in Item 1 of this report for further discussion of the Company’s estimation of impaired loans measured at fair value.

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 recorded. 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 recognized.

A general allocation - The Company has identified segments and classes of loans not considered impaired for purposes of establishing the general allocation allowance. The Company disaggregates the loan portfolio into segments and classes based on its assessment of how different pools of loans with like characteristics in the portfolio behave over time. This determination is based on historical experience and management’s assessment of how current facts and circumstances are expected to affect the loan portfolio.

The Company first disaggregates the loan portfolio into the following eight segments: commercial, real estate construction one-to-four family, real estate construction other, real estate term owner occupied, real estate term non-owner occupied, real estate term other, consumer secured by 1st deeds of trust, and other consumer loans.

After division of the loan portfolio into segments, the Company then further disaggregates each of the segments into classes. The Company has a total of five classes, which are based off of the Company's loan risk grading system known as the Asset Quality Rating (“AQR”) system. The risk ratings are discussed in Note 5 to the Consolidated Financial Statements included in Item 1 of this report. There are five loan classes: pass (pass AQR grades, which are grades 1 – 6), special mention, substandard, doubtful, and loss. There have been no changes to these loan classes in 2020.

After the portfolio has been disaggregated into segments and classes, the Company calculates a general reserve for each segment and class based on the average loss history for each segment and class. The Company utilizes a lookback period of five years in the calculation of average historical loss rates.

After the Company calculates a general allocation using our loss history, the general reserve is then adjusted for qualitative factors by segment and class. Qualitative factors are based on management’s assessment of current trends that may cause losses inherent in the current loan portfolio to differ significantly from historical losses. Some factors that management considers in determining the qualitative adjustment to the general reserve include our concentration of large borrowers; national and local economic trends; general business conditions; trends in local real estate markets; economic, political, and industry specific factors that affect resource development in Alaska; effects of various political activities; peer group data; and internal factors such as underwriting policies and expertise of the Company’s employees.

An unallocated reserve - The unallocated portion of the Allowance provides for other credit losses inherent in our loan portfolio that may not have been contemplated in the specific and general components of the Allowance, and it acknowledges the inherent imprecision of all loss prediction models. The unallocated component is reviewed periodically based on trends in credit losses and overall economic conditions. At March 31, 2020 and December 31, 2019, the unallocated allowance as a percentage of the total Allowance was 7% and 10%, respectively.


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The following table sets forth information regarding changes in the Allowance for the periods indicated:
 
Three Months Ended March 31,
(In Thousands)
2020

2019
Balance at beginning of period

$19,088



$19,519

Charge-offs:
 

 
Commercial
151


109

Consumer other
14



Total charge-offs
165


109

Recoveries:
 

 
Commercial
26


44

Real estate term other
1


2

Consumer other
7


3

Total recoveries
34


49

Net, charge-offs
131


60

Provision for loan losses
2,060


750

Balance at end of period

$21,017



$20,209

While management believes that it uses the best information available to determine the Allowance, unforeseen market conditions and other events could result in adjustment to the Allowance, and net income could be significantly affected if circumstances differed substantially from the assumptions used in making the final determination of the Allowance. Moreover, bank regulators frequently monitor banks' loan loss allowances, and if regulators were to determine that the Company’s Allowance is inadequate, they may require the Company to increase the Allowance, which may adversely impact the Company’s net income and financial condition.
Deposits
Deposits are the Company’s primary source of funds. Total deposits increased $23.1 million, or 2%, to $1.395 billion as of March 31, 2020 compared to $1.372 billion as of December 31, 2019. The following table summarizes the Company's composition of deposits as of the periods indicated:
 
March 31, 2020
December 31, 2019
(In thousands)
Balance
% of total
Balance
% of total
Demand deposits

$453,003

33
%

$451,896

33
%
Interest-bearing demand
333,352

24
%
320,264

23
%
Savings deposits
228,383

16
%
229,918

17
%
Money market deposits
207,418

15
%
205,801

15
%
Time deposits
173,336

12
%
164,472

12
%
   Total deposits

$1,395,492

 

$1,372,351

 
The Company’s mix of deposits continues to contribute to a low cost of funds with balances in transaction accounts representing 88% of total deposits at March 31, 2020 and December 31, 2019, respectively.
The only deposit category with stated maturity dates is certificates of deposit. At March 31, 2020, the Company had $173.3 million in certificates of deposit as compared to certificates of deposit of $164.5 million at December 31, 2019. At March 31, 2020, $111.7 million, or 64%, of the Company’s certificates of deposits are scheduled to mature over the next 12 months as compared to $90.5 million, or 55%, of total certificates of deposit at December 31, 2019. The aggregate amount of certificates of deposit in amounts of $100,000 and greater at March 31, 2020 and December 31, 2019, was $128.2 million and $118.9 million, respectively. The following table sets forth the amount outstanding of deposits in amounts of $100,000 and greater by time remaining until maturity and percentage of total deposits as of March 31, 2020:


54



 
Time Certificates of Deposit
 
of $100,000 or More
 
 
Percent of Total Deposits
(In Thousands)
Amount
Amounts maturing in:
 
 
Three months or less

$5,592

4
%
Over 3 through 6 months
24,917

19
%
Over 6 through 12 months
50,082

40
%
Over 12 months
47,654

37
%
Total

$128,245

100
%

There were no depositors with deposits representing 10% or more of total deposits at March 31, 2020 or December 31, 2019.
Borrowings
FHLB: The Bank is a member of the Federal Home Loan Bank of Des Moines (the "FHLB"). As a member, the Bank is eligible to obtain advances from the FHLB. 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 Bank’s assets. At March 31, 2020, our maximum borrowing line from the FHLB was $754.8 million, approximately 45% of the Bank’s assets, subject to the FHLB’s collateral requirements. The Company has outstanding advances of $8.9 million as of March 31, 2020 which were originated to match fund low income housing projects that qualify for long term fixed interest rates. The first advance is a $2.0 million FHLB Community Investment Program advance which was originated on March 22, 2013. It has an eighteen year term with a 30 year amortization period, which mirrors the term of the term real estate loan made to the borrower, and a fixed rate of 3.12%. The second advance is a $2.2 million FHLB Community Investment Cash Advance Program advance that was originated in the second quarter of 2016. This advance has a 20 year term with a 30 year amortization period, which mirrors the term of the term real estate loan made to the borrower, and a fixed interest rate of 2.61%. The third advance is a $3.0 million FHLB Community Investment Cash Advance Program advance that was originated in the third quarter of 2017. This advance has a 20 year term with a 30 year amortization period and a fixed interest rate of 3.25%, which mirrors the term of the loan made to the borrower. The fourth advance is a $1.0 million FHLB Community Investment Cash Advance Program advance that was originated in the third quarter of 2019. This advance has a 20 year term with a 30 year amortization period and a fixed interest rate of 2.69%, which mirrors the term of the loan made to the borrower. The last advance is a $769,000 FHLB Community Investment Cash Advance Program advance that was originated in the third quarter of 2019. This advance has a 20 year term with a 30 year amortization period and a fixed interest rate of 2.69%, which mirrors the term of the loan made to the borrower. All of these FHLB advances are included in borrowings. Additionally, the Company had overnight advances of $25 million and zero as of March 31, 2020 and December 31, 2019, respectively. The overnight advance as of March 31, 2020 is due on April 1, 2020 and has a fixed interest rate of 0.36%.

Federal Reserve Bank: The Federal Reserve Bank of San Francisco (the "Federal Reserve Bank") is holding $78.3 million of loans as collateral to secure advances made through the discount window on March 31, 2020. There were $3 million and zero in discount window advances outstanding at March 31, 2020 or December 31, 2019, respectively. The $3 million advance outstanding as of March 31, 2020 is due on April 1, 2020 and has a fixed interest rate of 0.25%.

Other Short-term Borrowings: Securities sold under agreements to repurchase were zero for March 31, 2020 and December 31, 2019, respectively. The average balance outstanding of securities sold under agreements to repurchase during the three-month periods ending March 31, 2020 and 2019 was zero and $33.9 million, respectively. The maximum outstanding at any month-end was zero and $34.6 million, respectively, during the same three-month periods ending March 31, 2020 and 2019. The securities sold under agreements to repurchase are were by the FHLB under the Company’s control.

The Company is subject to provisions under Alaska state law, which generally limit the amount of outstanding debt to 15% of total assets or $251.6 million at March 31, 2020 and $244.7 million at December 31, 2019. As of April 7, 2020, the State of Alaska increased this limit to 35% of total assets.
    
At March 31, 2020 and December 31, 2019, the Company had no short-term (original maturity of one year or less) borrowings that exceeded 30% of shareholders’ equity.

55



Long-term Borrowings. The Company had no long-term borrowing outstanding other than the FHLB advances noted above as of March 31, 2020 or December 31, 2019.    
Liquidity and Capital Resources
The Company is a single bank holding company and its primary ongoing source of liquidity is from dividends received from the Bank. Such dividends arise from the cash flow and earnings of the Bank. Banking regulations and regulatory authorities may limit the amount of, or require the Bank to obtain certain approvals before paying, dividends to the Company. Given that the Bank currently meets and the Bank anticipates that it will continue to meet, all applicable capital adequacy requirements for a “well-capitalized” institution by regulatory standards, the Company expects to continue to receive dividends from the Bank during the remainder of 2020.
The Company manages its liquidity through its Asset and Liability Committee. Our primary sources of funds are customer deposits and advances from the FHLB. These funds, together with loan repayments, loan sales, other borrowed funds, retained earnings, and equity are used to make loans, to acquire securities and other assets, and to fund deposit flows and continuing operations. The primary sources of demands on our liquidity are customer demands for withdrawal of deposits and borrowers' demands that we advance funds against unfunded lending commitments. Our total unfunded commitments to fund loans and letters of credit at March 31, 2020 were $321.2 million. We do not expect that all of these loans are likely to be fully drawn upon at any one time. Additionally, as noted above, our total deposits at March 31, 2020 were $1.395 billion.
As shown in the Consolidated Statements of Cash Flows included in Part I - Item 1 "Financial Statements" of this report, net cash used by operating activities was $16.9 million for the first three months of 2020, primarily due to cash provided by proceeds from the sale of loans held for sale being more than offset by cash used in connection with the origination of loans held for sale. Net cash used by investing activities was $35.3 million for the same period, primarily due to increases in loans and purchases of available for sale securities. These uses of cash were only partially offset by proceeds from the maturity of securities available for sale. Net cash provided by financing activities in the same period was $42.6 million, primarily due to increases in borrowings and deposits that was only partially offset by a decrease in securities sold under repurchase agreements, the repurchase of common stock, and cash dividends paid to shareholders.
The sources by which we meet the liquidity needs of our customers are current assets and borrowings available through our correspondent banking relationships and our credit lines with the Federal Reserve Bank and the FHLB. At March 31, 2020, our funds available for borrowing under our existing lines of credit were $793.4 million.
Given these sources of liquidity and our expectations for customer demands for cash and for our operating cash needs, we believe our sources of liquidity to be sufficient to fund our ongoing operating activities and our anticipated capital requirements for at least 12 months. As discussed in Note 15 of this Form 10-Q, subsequent to March 31, 2020 and as of May 4, 2020, the Company has originated $324 million in PPP loans and has an additional $55 million in the PPP loan pipeline. As of May 4, 2020, the Company has incurred $104 million term, nonrecourse borrowings under the Federal Reserve Bank's newly created the Paycheck Protection Program Lending Facility as a source of additional liquidity in order to fund PPP loans without excessive usage of the Company's other existing liquidity sources. The Company has pledged $104 million in PPP loans as collateral for these borrowings.
The Company issued zero shares of its common stock in the first three months of 2020 and repurchased 192,709 shares of its common stock under the Company's previously announced repurchase program. At March 31, 2020, the Company had 6,366,100 shares of its common stock outstanding.
Capital Requirements and Ratios
We are subject to minimum capital requirements. Federal banking agencies have adopted regulations establishing minimum requirements for the capital adequacy of banks and bank holding companies. The requirements address both risk-based capital and leverage capital. We believe as of March 31, 2020, that the Company and the Bank met all applicable capital adequacy requirements for a “well-capitalized” institution by regulatory standards.

The table below illustrates the capital requirements in effect for the periods noted for the Company and the Bank and the actual capital ratios for each entity that exceed these requirements. Management intends to maintain capital ratios for the Bank in 2019, exceeding the FDIC’s requirements for the “well-capitalized” classification. The capital ratios for the Company exceed those for the Bank primarily because the $10 million trust preferred securities offering completed in the fourth quarter of 2005 is included in the Company’s capital for regulatory purposes, although they are accounted for as a long-term debt in our financial statements. The trust preferred securities are not accounted for on the Bank’s financial statements nor are they included in its

56



capital. As a result, the Company has $10 million more in regulatory capital than the Bank at both March 31, 2020 and December 31, 2019, which explains most of the difference in the capital ratios for the two entities.

 
Minimum Required Capital

 Well-Capitalized

Actual Ratio Company

Actual Ratio Bank
 







March 31, 2020







Total risk-based capital
8.00%

10.00%

14.50%

12.66%
Tier 1 risk-based capital
6.00%

8.00%

13.25%

11.41%
Common equity tier 1 capital
4.50%
 
6.50%
 
12.58%
 
11.41%
Leverage ratio
4.00%

5.00%

11.93%

10.27%
December 31, 2019







Total risk-based capital
8.00%

10.00%

15.63%

13.24%
Tier 1 risk-based capital
6.00%

8.00%

14.38%

11.98%
Common equity tier 1 capital
4.50%
 
6.50%
 
13.69%
 
11.98%
Leverage ratio
4.00%

5.00%

12.41%

10.36%

See Note 24 of the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 for a detailed discussion of the capital ratios. The requirements for "well- capitalized" come from the Prompt Corrective Action rules. See Item 1 - Business - Supervision and Regulation in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. These rules apply to the Bank but not to the Company. Under the rules of the Federal Reserve Bank, a bank holding company such as the Company is generally defined to be "well capitalized" if its Tier 1 risk-based capital ratio is 8.0% or more and its total risk-based capital ratio is 10.0% or more.
    
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, commitments to originate loans held for sale 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. We apply the same credit standards to these commitments as in all of our lending activities and include these commitments in our lending risk evaluations. As of March 31, 2020 and December 31, 2019, the Company’s commitments to extend credit and to provide letters of credit which are not reflected on its balance sheet amounted to $321.2 million and $301.9 million, respectively. Additionally, the Company had commitments to originate loans held for sale of $197.9 million and $48.8 million, as of March 31, 2020 and December 31, 2019, 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. The Company has established reserves of $159,000 and $152,000 at March 31, 2020 and December 31, 2019 respectively, for losses related to these commitments that are recorded in other liabilities on the consolidated balance sheet.
Capital Expenditures and Commitments
The Company has capital commitments related to planned improvements to the Company's corporate office building. At March 31, 2020 the Company considers these commitments to be immaterial.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our assessment of market risk as of March 31, 2020 indicates that there are no material changes in the quantitative and qualitative disclosures from those in our Annual Report on Form 10-K for the year ended December 31, 2019.

57



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 our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934). 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 as of March 31, 2020, 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 (as defined in Rule 13a-15(f) and 15-d-15(f) of the Securities Exchange Act of 1934) that occurred during the quarterly period ended March 31, 2020 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, disputes, claims, and litigation related to the conduct of its banking business. These include cases filed as a plaintiff in collection and foreclosure cases, and the enforcement of creditors’ rights in bankruptcy proceedings. Management does not expect that the resolution of these matters will have a material effect on the Company’s business, financial position, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
The disclosure below supplements the risk factors previously disclosed under Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
The COVID-19 pandemic has adversely impacted our business and financial results, and the ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.

In December 2019, a novel coronavirus (COVID-19) was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. On March 12, 2020, the President of the United States declared the COVID-19 outbreak in the United States a national emergency. The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments have ordered non-essential businesses to close and residents to shelter in place at home. This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, more than 22 million people have filed claims for unemployment, and stock markets have declined in value and, in particular, bank stocks have significantly declined in value. Governments, businesses, and the public are taking unprecedented actions to contain the spread of COVID-19 and to mitigate its effects, including quarantines, travel bans, shelter-in-place orders, closures of businesses and schools, fiscal stimulus, and legislation designed to deliver monetary aid and other relief. While the scope, duration, and full effects of COVID-19 are rapidly evolving and not fully known, the pandemic and related efforts to contain it have resulted in material decreases in oil and gas prices, disrupted global economic activity, adversely affected the functioning of financial markets, impacted interest rates, increased economic and market uncertainty, and disrupted trade and supply chains. These developments as a consequence of the COVID-19 pandemic are materially impacting our business and the businesses of our customers and are expected to have a material adverse effect on our financial results for 2020, as evidenced by our first quarter results. If these effects continue for a prolonged period or result in sustained economic stress or recession, such effects could have a material adverse impact on us in a number of ways related to credit, collateral, customer demand, loan funding, operations, interest rate risk, and human capital, as described in more detail below.


58



• Credit Risk

Our risks of timely loan repayment and the value of collateral supporting the loans are affected by the strength of our borrower’s business. Concern about the spread of COVID-19 has caused and is likely to continue to cause volatility in oil and gas prices, business shutdowns, limitations on commercial activity and financial transactions, labor shortages, supply chain interruptions, increased unemployment and commercial property vacancy rates, reduced profitability and ability for property owners to make mortgage payments, and overall economic and financial market instability, all of which may cause our customers to be unable to make scheduled loan payments. If the effects of COVID-19 result in widespread and sustained repayment shortfalls on loans in our portfolio, we could incur significant delinquencies, foreclosures and credit losses, particularly if the available collateral is insufficient to cover our exposure. The future effects of COVID-19 on economic activity could negatively affect the collateral values associated with our existing loans, the ability to liquidate the real estate collateral securing our residential and commercial real estate loans, our ability to maintain loan origination volume and to obtain additional financing, the future demand for or profitability of our lending and services, and the financial condition and credit risk of our customers. Further, in the event of delinquencies, regulatory changes and policies designed to protect borrowers may slow or prevent us from making our business decisions or may result in a delay in our taking certain remediation actions, such as foreclosure. In addition, we have unfunded commitments to extend credit to customers. During the current challenging economic environment, our customers are more dependent on our credit commitments and increased borrowings under these commitments could adversely impact our liquidity. Furthermore, in an effort to support our communities during the pandemic, we are participating in the PPP program under the CARES Act whereby loans to small businesses are made and those loans are subject to the regulatory requirements that would require forbearance of loan payments for a specified time or that would limit our ability to pursue all available remedies in the event of a loan default. If the borrower under the PPP loan fails to qualify for loan forgiveness, we are at the heightened risk of holding these loans at unfavorable interest rates as compared to the loans to customers that we would have otherwise extended credit.

• Strategic Risk

Our success may be affected by a variety of external factors that may affect the price or marketability of our products and services, changes in interest rates that may increase our funding costs, reduced demand for our financial products due to economic conditions and the various responses of governmental and nongovernmental authorities. In recent weeks, the COVID-19 pandemic has significantly increased economic and demand uncertainty and has led to disruption and volatility in the global capital markets. Furthermore, many of the governmental actions have been directed toward curtailing household and business activity to contain COVID-19. These actions have been rapidly expanding in scope and intensity. For example, in our markets, state and local governments have acted to temporarily close or restrict the operations of most businesses. The future effects of COVID-19 on economic activity could negatively affect the future banking products we provide, including a decline in loan originations.

• Operational Risk

Current and future restrictions on our employees’ access to our branches and other facilities could limit our ability to meet customer servicing expectations and have a material adverse effect on our operations. We rely on business processes and branch activity that largely depend on people and technology, including access to information technology systems as well as information, applications, payment systems and other services provided by third parties. In response to COVID-19, we have modified our business practices with a portion of our employees working remotely from their homes to have our operations uninterrupted as much as possible. Further, technology in employees’ homes may not be as robust as in our offices and could cause the networks, information systems, applications, and other tools available to employees to be more limited or less reliable than in our offices. The continuation of these work-from-home measures also introduces additional operational risk, including increased cybersecurity risk. These cyber risks include greater phishing, malware, and other cybersecurity attacks, vulnerability to disruptions of our information technology infrastructure and telecommunications systems for remote operations, increased risk of unauthorized dissemination of confidential information, limited ability to restore the systems in the event of a systems failure or interruption, greater risk of a security breach resulting in destruction or misuse of valuable information, and potential impairment of our ability to perform critical functions, including wiring funds, all of which could expose us to risks of data or financial loss, litigation and liability and could seriously disrupt our operations and the operations of any impacted customers. Moreover, we rely on many third parties in our business operations, including appraisers of the real property collateral, vendors that supply essential services such as loan servicers, providers of financial information, systems and analytical tools and providers of electronic payment and settlement systems, and local and federal government agencies, offices, and courthouses. In light of the developing measures responding to the pandemic, many of these entities may limit the availability and access of their services. For example, loan origination could be delayed due to the limited availability of real estate appraisers for the collateral. Loan closings could be delayed related to reductions in available staff in recording offices or the closing of courthouses in certain counties, which slows the process for title work, mortgage and UCC filings in those counties. If the third-party service providers continue to have limited

59



capacities for a prolonged period or if additional limitations or potential disruptions in these services materialize, it may negatively affect our operations.

• Interest Rate Risk

Our net interest income, lending activities, deposits and profitability could be negatively affected by volatility in interest rates caused by uncertainties stemming from COVID-19. In response to the COVID-19 outbreak, the Federal Reserve has reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on 10 and 30-year treasury notes have declined to historic lows. A prolonged period of extremely volatile and unstable market conditions would likely increase our funding costs and negatively affect market risk mitigation strategies. Higher income volatility from changes in interest rates and spreads to benchmark indices could cause a loss of future net interest income and a decrease in current fair market values of our assets. Fluctuations in interest rates will impact both the level of income and expense recorded on most of our assets and liabilities and the market value of all interest-earning assets and interest-bearing liabilities, which in turn could have a material adverse effect on our net income, operating results, or financial condition.

Because there have been no comparable recent global pandemics that resulted in similar global impact, we do not yet know the full extent of COVID-19’s effects on our business, operations, or the global economy as a whole. Any future development will be highly uncertain and cannot be predicted, including the scope and duration of the pandemic, the effectiveness of our work from home arrangements, third party providers’ ability to support our operation, and any actions taken by governmental authorities and other third parties in response to the pandemic. Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse impacts to our business as a result of the virus’s global economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future. In addition, the effects could have a material impact on our results of operations and heighten many of our known risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a)-(b) Not applicable
(c) The Company repurchased 192,709 shares of its common stock, in the aggregate, during the three-month period ending March 31, 2020.
 
Total Number of Shares (or Units) Purchased
Average Price Paid per Shares (or Unit)
Total Number of Shares (or Units) Purchased as Part of the Publicly Announced Plans or Programs
Maximum Number (1) (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Period
(a)
(b)
(c)
(d)
Month No. 1
 
 
 
 
January 1, 2020 - January 31, 2020


$—


327,000

Month No. 2
 
 
 
 
February 1, 2020 - February 29, 2020
80,829


$39.35

80,829

246,171

Month No. 3
 
 
 
 
March 1, 2020 - March 31, 2020
111,880


$27.97

111,880

134,291

Total
192,709


$32.74

192,709

134,291

(1) In August 2004, the Company publicly announced its board of director's (the "Board") authorization to increase the stock in its repurchase program (the "Plan") by an additional 304,283, or 5%, of total shares outstanding. As a result, the total shares available under the Plan at that time increased to 385,855 shares. On June 8, 2007, the Company publicly announced the Board’s authorization to increase the stock in its repurchase program by an additional 305,029 shares, or 5% of total shares outstanding, bringing the total shares available and authorized for repurchase under the Plan at that time to 342,242 shares. In 2007, the Company repurchased shares, bringing the total shares available and authorized for repurchase under the Plan to 227,242 shares. In the third quarter of 2017, the Company repurchased 58,341 shares, bringing the total shares available and authorized

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for repurchase under the Plan to 168,901. In the fourth quarter of 2018, the Company repurchased 15,468 shares, bringing the total shares available and authorized for repurchase under the Plan to 153,433. In the first quarter of 2019, the Company repurchased 6,110 shares, bringing the total shares available and authorized for repurchase under the Plan to 147,323 as of March 31, 2019. In April 2019, the Company publicly announced its Board's authorization to increase the stock in the Plan by an additional 193,678, or approximately 3%, of total shares outstanding. As a result, the total shares available under the Plan at that time increased to 340,000 shares, or 5% of total shares outstanding. In the second quarter of 2019, the Company repurchased 149,373 shares, bringing the total shares available and authorized for repurchase under the Plan to 192,193 as of June 30, 2019. In the third quarter of 2019, the Company repurchased 192,193 shares, bringing the total shares available and authorized for repurchase under the Plan to zero as of September 30, 2019. On January 27, 2020, the Board authorized the repurchase of up to an additional 327,000 shares of its common stock. In the first quarter of 2020, the Company repurchased 192,709 shares, bringing the total number of shares available and authorized for repurchase under the Plan to 134,291. As of March 31, 2020, the Company has suspended all stock repurchasing activity.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

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ITEM 5. OTHER INFORMATION
(a) Not applicable
(b) There have been no material changes to the procedures by which shareholders may nominate directors to the Company’s board of directors.

ITEM 6. EXHIBITS
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
104
The cover page for the Company's Quarterly Report on 10-Q for the quarter ended March 31, 2020 - formatted in Inline XBRL (included in Exhibit 101)


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NORTHRIM BANCORP, INC.
May 5, 2020
By
/s/ Joseph M. Schierhorn
 

Joseph M. Schierhorn
 

Chairman, President, Chief Executive Officer
 and Chief Operating Officer
 
 
(Principal Executive Officer)

    
May 5, 2020
By
/s/ Jed W. Ballard
 

Jed W. Ballard
 

Executive Vice President, Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)


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