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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

     
x   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2004

     
o   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from_____to____

Commission File Number 000-33501

NORTHRIM BANCORP, INC.

(Exact name of registrant as specified in its charter)
     
Alaska
(State or other jurisdiction of incorporation or organization)
  92-0175752
(I.R.S. Employer Identification Number)
     
3111 C Street
Anchorage, Alaska
(Address of principal executive offices)
  99503
(Zip Code)

(907) 562-0062
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes x No o

The number of shares of the issuer’s Common Stock outstanding at April 30, 2004 was
6,073,527.

 


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 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1
 EXHIBIT 32.2

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NORTHRIM BANCORP, INC.

PART I - FINANCIAL INFORMATION
ITEM ONE

NORTHRIM BANCORP, INC.

CONSOLIDATED BALANCE SHEETS
March 31, 2004, 2003 and December 31, 2003
                         
    March 31,   December 31,   March 31,
    2004
  2003
  2003
    (unaudited)           (unaudited)
    (Dollars in thousands, except per share data)
ASSETS
                       
Cash and due from banks
  $ 28,415     $ 31,298     $ 22,251  
Money market investments
    4,622       5,597       22,065  
Investment securities held to maturity
    945       945       1,281  
Investment securities available for sale
    64,101       70,717       66,696  
Investment in Federal Home Loan Bank stock
    1,494       1,546       1,765  
Real estate loans for sale
    1,733       1,395       6,629  
Portfolio loans
    610,475       599,724       530,925  
Allowance for loan losses
    (10,229 )     (10,186 )     (8,828 )
 
   
 
     
 
     
 
 
Net loans
    601,979       590,933       528,726  
Premises and equipment, net
    11,324       11,107       11,219  
Accrued interest receivable
    3,551       3,300       3,311  
Intangible assets
    6,910       7,002       7,278  
Other assets
    17,424       16,124       10,983  
 
   
 
     
 
     
 
 
Total Assets
  $ 740,765     $ 738,569     $ 675,575  
 
   
 
     
 
     
 
 
LIABILITIES
                       
Deposits:
                       
Demand
  $ 175,781     $ 179,461     $ 141,639  
Interest-bearing demand
    58,329       56,312       54,226  
Savings
    122,151       109,740       106,293  
Money market
    123,966       137,657       121,893  
Certificates of deposit less than $100,000
    65,493       66,913       74,038  
Certificates of deposit greater than $100,000
    99,374       96,114       99,935  
 
   
 
     
 
     
 
 
Total deposits
    645,094       646,197       598,024  
 
   
 
     
 
     
 
 
Borrowings
    5,260       5,143       4,649  
Trust perferred securities
    8,000       8,000        
Other liabilities
    5,476       3,944       4,803  
 
   
 
     
 
     
 
 
Total Liabilities
    663,830       663,284       607,476  
 
   
 
     
 
     
 
 
SHAREHOLDERS’ EQUITY
                       
Common stock, $1 par value, 10,000,000 shares authorized, 6,071,027; 6,050,359 and 5,965,946 shares issued and outstanding at March 31, 2004, December 31, 2003, and March 31, 2003, respectively
    6,071       6,050       5,966  
Additional paid-in capital
    45,383       45,615       44,943  
Retained earnings
    24,795       22,997       16,133  
Accumulated other comprehensive income - unrealized gain (loss) on securities, net
    686       623       1,057  
 
   
 
     
 
     
 
 
Total shareholders’ equity
    76,935       75,285       68,099  
 
   
 
     
 
     
 
 
Total Liabilities and Shareholders’ Equity
  $ 740,765     $ 738,569     $ 675,575  
 
   
 
     
 
     
 
 

See notes to the consolidated financial statements

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NORTHRIM BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2004 and 2003
                 
    Three Months Ended:
    March 31,
    2004
  2003
    (unaudited)
    (Dollars in thousands, except per share data)
Interest Income
               
Interest and fees on loans
  $ 10,681     $ 10,496  
Interest on investment securities:
               
Assets available for sale
    653       778  
Assets held to maturity
    29       44  
Interest on money market investments
    11       16  
 
   
 
     
 
 
Total Interest Income
    11,374       11,334  
Interest Expense
               
Interest expense on deposits and borrowings
    1,485       1,784  
 
   
 
     
 
 
Net Interest Income
    9,889       9,550  
Provision for loan losses
    429       429  
 
   
 
     
 
 
Net Interest Income After Provision for Loan Losses
    9,460       9,121  
Other Operating Income
               
Service charges on deposit accounts
    431       446  
Equity in earnings from RML
    44       464  
Equity in loss from Elliott Cove
    (189 )     (209 )
Other income
    550       462  
 
   
 
     
 
 
Total Other Operating Income
    836       1,163  
Other Operating Expense
               
Salaries and other personnel expense
    3,840       3,317  
Occupancy, net
    527       489  
Equipment expense
    364       380  
Marketing expense
    289       317  
Intangible asset amortization expense
    92       92  
Other operating expense
    1,519       1,584  
 
   
 
     
 
 
Total Other Operating Expense
    6,631       6,179  
 
   
 
     
 
 
Income Before Income Taxes
    3,665       4,105  
Provision for income taxes
    1,293       1,561  
 
   
 
     
 
 
Net Income
  $ 2,372     $ 2,544  
 
   
 
     
 
 
Earnings Per Share, Basic
  $ 0.39     $ 0.42  
Earnings Per Share, Diluted
  $ 0.38     $ 0.41  
Weighted Average Shares Outstanding, Basic
    6,058,136       6,035,583  
Weighted Average Shares Outstanding, Diluted
    6,286,704       6,215,121  

See notes to the consolidated financial statements

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NORTHRIM BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                 
    Three Months Ended:
    March 31,
    2004
  2003
    (unaudited)
    (Dollars in thousands)
Net income
  $ 2,372     $ 2,544  
Other comprehensive income, net of tax:
               
Unrealized holding gains (losses) arising during period
    153       (94 )
Less: reclassification adjustment for gains included in net income
    89       53  
 
   
 
     
 
 
Comprehensive Income
  $ 2,436     $ 2,397  
 
   
 
     
 
 

See notes to the consolidated financial statements

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NORTHRIM BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                 
    Three Months Ended:
    March 31,
    2004
  2003
    (unaudited)
    (Dollars in thousands)
Operating Activities
               
Net income
  $ 2,372     $ 2,544  
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
             
Security (gains) losses
    (151 )     (88 )
Depreciation and amortization of premises and equipment
    293       292  
Amortization of software
    117       90  
Intangible asset amortization
    92       92  
Deferred tax expense (benefit)
    (142 )     (249 )
Deferral of loan fees and costs, net
    (193 )     (275 )
Provision for loan losses
    429       429  
Equity in earnings from RML
    (44 )     (464 )
Equity in loss from Elliott Cove
    189       209  
(Increase) decrease in accrued interest receivable
    (251 )     (119 )
(Increase) decrease in other assets
    (1,387 )     (677 )
Amortization of investment security premium, net of discount accretion
    33       69  
Increase (decrease) of other liabilities
    1,303       1,707  
 
   
 
     
 
 
Net Cash Provided by Operating Activities
    2,660       3,560  
 
   
 
     
 
 
Investing Activities
               
Investment in securities:
               
Purchases of investment securities:
               
Available-for-sale
    (10,347 )     (8,359 )
Proceeds from sales / maturities of securities:
               
Available-for-sale
    17,131       19,731  
Held-to-maturity
    66       38  
Investments in loans:
               
Sales of loans and loan participations
    9,439       21,406  
Loans made, net of repayments
    (20,721 )     (23,772 )
Investment in Elliott Cove
    0       (429 )
Purchases of premises and equipment
    (510 )     (1,030 )
 
   
 
     
 
 
Net Cash Provided (Used) by Investing Activities
    (4,942 )     7,585  
 
   
 
     
 
 
Financing Activities
               
Increase (decrease) in deposits
    (1,103 )     (28,391 )
Increase (decrease) in borrowings
    117       (1,716 )
Loan to Elliott Cove
    (150 )     0  
Net proceeds from issuance of common stock
    19       28  
Repurchase of common stock
    0       (1,828 )
Dividends received from RML
    115       369  
Cash dividends paid
    (574 )     (871 )
 
   
 
     
 
 
Net Cash Provided (Used) by Financing Activities
    (1,576 )     (32,409 )
 
   
 
     
 
 
Net Increase (Decrease) in Cash and Cash Equivalents
    (3,858 )     (21,264 )
Cash and cash equivalents at beginning of period
    36,895       65,580  
 
   
 
     
 
 
Cash and cash equivalents at end of period
  $ 33,037     $ 44,316  
 
   
 
     
 
 
Supplemental Information
               
Income taxes paid
  $ 0     $ 50  
 
   
 
     
 
 
Interest paid
  $ 1,492     $ 1,825  
 
   
 
     
 
 

See notes to the consolidated financial statements

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NORTHRIM BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
March 31, 2004 and 2003

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared by Northrim BanCorp, Inc. (the “Company”) in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with instructions to Form 10-Q under the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2004, are not necessarily indicative of the results anticipated for the year ending December 31, 2004. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

2. STOCK REPURCHASE

In September 2002, the Board of Directors of the Company approved a plan whereby the Company would periodically repurchase for cash up to approximately 5%, or 306,372, of its shares of stock in the open market. The Company purchased 224,800 shares of its stock under this program through March 31, 2004, at a total cost of $3.1 million. The Company intends to continue to repurchase its stock from time to time depending upon market conditions, but it can make no assurances that it will continue this program or that it will repurchase all of the authorized shares.

3. ACCOUNTING PRONOUNCEMENTS

In April 2003, the Financial Accounting Standards Board (“FASB”) issued Statement No. 149, Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities. Statement No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133. The Standard has multiple effective date provisions depending on the nature of the amendment to Statement No. 133. The Company believes the adoption of Statement No. 149 will have no impact on its financial statements.

In May 2003, the FASB issued Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. Statement No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 30, 2003, except for mandatorily redeemable financial instruments of nonpublic entities. The statement required that trust preferred securities be treated as a liability.

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4. LENDING ACTIVITIES

The following table sets forth the Company’s loan portfolio composition by loan type for the dates indicated:

                                                 
    March 31, 2004
  December 31, 2003
  March 31, 2003
    Dollar   Percent   Dollar   Percent   Dollar   Percent
    Amount
  of Total
  Amount
  of Total
  Amount
  of Total
                    (Dollars in thousands)                
Commercial
  $ 237,782       39 %   $ 220,774       37 %   $ 187,952       35 %
Construction/development
    96,429       16 %     102,311       17 %     80,093       15 %
Commercial real estate
    239,660       39 %     239,545       40 %     219,605       41 %
Consumer
    38,270       6 %     39,796       7 %     45,694       9 %
Other, net of unearned and discount
    (1,666 )     0 %     (2,702 )     0 %     (2,419 )     0 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Sub total
    610,475               599,724               530,925          
Real estate loans for sale
    1,733       0 %     1,395       0 %     6,629       1 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total loans
  $ 612,208       100 %   $ 601,119       100 %   $ 537,554       100 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 

The following table details activity in the Allowance for Loan Losses for the dates indicated:

                 
    First Quarter
    2004
  2003
    (Dollars in thousands)
Balance at beginning of period
  $ 10,186     $ 8,476  
Charge-offs:
               
Commercial
    409       193  
Consumer
    22       2  
 
   
     
 
Total charge-offs
    431       195  
Recoveries:
               
Commercial
    36       100  
Commercial real estate
    0       13  
Consumer
    9       5  
 
   
     
 
Total recoveries
    45       118  
Provision for loan losses
    429       429  
 
   
     
 
Balance at end of period
  $ 10,229     $ 8,828  
 
   
     
 

Nonperforming assets consist of nonaccrual loans, accruing loans of 90 days or more past due, restructured loans, and real estate owned. The following table sets forth information with respect to nonperforming assets:

                         
    March 31, 2004
  December 31, 2003
  March 31, 2003
    (Dollars in thousands)
Nonaccrual loans
  $ 6,927     $ 7,426     $ 4,937  
Accruing loans past due 90 days or more
    3,007       2,283       1,487  
Restructured loans
    470       597        
 
   
 
     
 
     
 
 
Total nonperforming loans
    10,404       10,306       6,424  
Real estate owned
                 
 
   
 
     
 
     
 
 
Total nonperforming assets
  $ 10,404     $ 10,306     $ 6,424  
 
   
 
     
 
     
 
 
Allowance for loan losses
  $ 10,229     $ 10,186     $ 8,828  
 
   
 
     
 
     
 
 

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At March 31, 2004, December 31, 2003, and March 31, 2003, the Company had loans measured for impairment of $11.7 million, $13.2 million, and $6.9 million, respectively. A specific allowance of $454,000, $580,000, and $860,000, respectively, was established for these periods. The increase in loans measured for impairment at March 31, 2004, as compared to March 31, 2003, resulted in large part from three loans being added to loans measured for impairment. These loans comprised 63% of the loans measured for impairment at March 31, 2004.

5. DEPOSIT ACTIVITIES

The Alaska Permanent Fund Corporation may invest in certificates of deposit at Alaska banks in an aggregate amount with respect to each bank, not to exceed its capital and at specified rates and terms. The depository bank must collateralize the deposit. At March 31, 2004, the Company held $40 million in certificates of deposit for the Alaska Permanent Fund, collateralized by available-for-sale securities and letters of credit issued by the Federal Home Loan Bank (“FHLB”).

6. EARNINGS PER SHARE

The Company applies APB Opinion No. 25 in accounting for its stock option plans and, accordingly, no compensation cost has been recognized for its stock options in the financial statements. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company’s net income would have been reduced to the pro forma amounts indicated below for the first quarter ending March 31, 2004 and 2003:

                     
        Three Months
        2004
  2003
        (Dollars in thousands, except per share data)
Net income
  As reported   $ 2,372     $ 2,544  
Less stock-based employee compensation
        (46 )     (22 )
 
       
 
     
 
 
Net income
  Pro forma   $ 2,326     $ 2,522  
 
       
 
     
 
 
Earnings per share, basic
  As reported   $ 0.39     $ 0.42  
 
  Pro forma   $ 0.38     $ 0.42  
Earnings per share, diluted
  As reported   $ 0.38     $ 0.41  
 
  Pro forma   $ 0.37     $ 0.41  

The per share weighted-average fair value of stock options granted during April 2003, October 2001, and October 2000, was $5.51, $3.20, and $3.76, respectively, on the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: 2003 — expected dividends of $0.38 per share, risk-free rate of 3.83%, volatility of 31.05%, and an expected life of 10 years; 2001 — expected dividends of $0.20 per share, risk-free interest rate of 5.83%, volatility of 31.7%, and an expected life of 10 years; 2000 — expected dividends of $0.20 per share, risk-fee interest rate of 5.87%, volatility of 32.1%, and an expected life of 10 years. In addition, the effective tax rate used to compute the net tax effect of the stock — based compensation for the three-month periods ending March 31, 2003, and March 31, 2004, was 40%.

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NORTHRIM BANCORP, INC.
PART I - FINANCIAL INFORMATION

ITEM TWO

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Note Regarding Forward-Looking Statements

This report includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements describe Northrim’s management’s expectations about future events and developments such as future operating results, growth in loans and deposits, continued success of Northrim’s style of banking, and the strength of the local economy. All statements other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this report are forward-looking. We use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions in part to help identify forward-looking statements. Forward-looking statements reflect management’s current 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 are subject to various risks and uncertainties that may cause our actual results to differ materially and adversely from our expectations as indicated in the forward-looking statements. These risks and uncertainties include: the general condition of, and changes in, the Alaska economy; factors that impact our net interest margins; and our ability to maintain asset quality. Further, actual results may be affected by our ability to compete on price and other factors with other financial institutions; customer acceptance of new products and services; the regulatory environment in which we operate; and general trends in the local, regional and national banking industry and economy. Many of these risks, as well as other risks that may have a material adverse impact on our operations and business, are identified in Northrim Bank’s filings with the FDIC and those identified from time to time in our filings with the SEC. However, you should be aware that these factors are not an exhaustive list, and you should not assume these are the only factors that may cause our actual results to differ from our expectations. In addition, you should note that we do not intend to update any of the forward-looking statements or the uncertainties that may adversely impact those statements.

OVERVIEW

GENERAL

Northrim BanCorp, Inc. (the “Company”) is a publicly traded bank holding company (Nasdaq: NRIM) with three wholly-owned subsidiaries: Northrim Bank (the “Bank”), a state chartered, full-service commercial bank, Northrim Investment Services Company (“NISC”), which we formed in November 2002 to hold the Company’s 25% equity interest in Elliott Cove Capital Management LLC (“Elliott Cove”), an investment advisory services company; and Northrim Capital Trust I (“NCTI”), an entity that we formed in May 2003 to facilitate a trust preferred securities offering by the Company. We also hold a 30% interest in the profits and losses of a residential mortgage company, Residential Mortgage LLC (“RML”), through the Bank’s wholly-owned subsidiary, Northrim Capital Investment Company (“NCIC”). RML was formed in 1998 and has offices throughout Alaska.

The Company is regulated by the Board of Governors of the Federal Reserve System, and the Bank is regulated by the Federal Deposit Insurance Corporation, and the State of Alaska Department of Community and Economic Development, Division of Banking, Securities and Corporations. We began banking operations in Anchorage in December 1990, and formed the Company in connection with our reorganization into a holding company structure; that reorganization was completed effective December 31, 2001. We make our Securities Exchange Act reports available free of charge on our Internet web site, www.northrim.com. Our reports can also be obtained through the SEC’s EDGAR database at www.sec.gov.

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BUSINESS OVERVIEW

We opened for business in 1990 shortly after the dramatic consolidation of the Alaska banking industry in the late 1980s that left three large commercial banks with over 93% of commercial bank deposits in greater Anchorage. Through the successful implementation of our “Customer First Service” philosophy of providing our customers with the highest level of service, we capitalized on the opportunity presented by this consolidation and carved out a market niche among small business and professional customers seeking more responsive and personalized service.

We are headquartered in Anchorage and have 10 branch locations: seven in Anchorage, and one each in Fairbanks, Eagle River and Wasilla. We offer a wide array of commercial bank loan and deposit products, investment products, and electronic banking services over the Internet.

BUSINESS STRATEGY

The Company’s goal is to improve earnings and increase shareholder value by implementing a number of strategies that are designed to increase its market share within its major markets that include the areas surrounding Anchorage, Fairbanks, and the Matanuska-Susitna Borough. To achieve these objectives, the Company is pursing the following strategies:

  Providing Customer First Service: The Company provides a high level of customer service. The Company’s guiding principle is to serve its market areas by operating with a “Customer First Service” philosophy, affording its customers the highest priority in all aspects of its operations. This “Customer First Service” philosophy is combined with the Company’s emphasis on personalized, local decision making.
 
  Emphasizing Business and Professional Lending: The Company focuses on providing commercial lending products and services, and emphasizing relationship banking with businesses and professional individuals. The Company believes that its focus on providing financial services to businesses and professional individuals has and may continue to increase lending and core deposit volumes.
 
  Providing Competitive and Responsive Real Estate Lending: The Company is a major land development and residential construction lender and an active lender in the commercial real estate market. The Company believes that its willingness to provide these services in a professional and responsive manner has contributed significantly to its growth.
 
  Pursuing Strategic Opportunities for Additional Growth: The Company plans to affect its growth strategy through a combination of growth at existing branch locations, new branch openings, primarily in Anchorage, Wasilla and Fairbanks, and strategic banking and non-banking acquisitions.
 
  Developing a Sales Culture: In 2003, the Company conducted extensive sales training and developed a comprehensive approach to sales. The Company’s goal throughout this process is to increase and broaden the relationships that it has with new and existing customers and to continue to increase its market share.

MARKET AREA

Since it opened for business in late 1990, the economies within the Company’s major markets have grown at a slow but steady pace. Employment growth in the Anchorage area, the Company’s largest market, has averaged between 1.5% and 2.5% for the past several years. The economy has benefited

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from steady population growth, increases in private and public construction projects, and a strong real estate market. Many of the private construction projects have been funded by large retailers headquartered outside of Alaska that have expanded their operations within the state to meet the demands of the growing population. In contrast, much of the publicly funded construction is for military defense projects at the four major military installations located in the Anchorage and Fairbanks areas as well as for the National Missile Defense project, a portion of which is being constructed at a former military base approximately 100 miles south of Fairbanks. In addition to these large capital projects, the economy has benefited from a strong real estate market that has been fueled in part by the historic drop in interest rates. As interest rates began to rise from their lows in the latter part of 2003, the refinance activity within the real estate market began to slow which began to have a negative effect on the income the Company receives from its investment in RML.

The state of Alaska is very dependent upon the oil industry. Revenues from the oil industry fund 75% of the cost of state government in Alaska. Oil industry employment and spending levels have been declining for a number of years in the state. Moreover, oil production as measured by daily throughput through the Trans-Alaska oil pipeline has declined from a peak of 2 million barrels per day in 1989 to a current level of approximately 1 million barrels per day. As production has declined over time so to have revenues to the state of Alaska. As a result, Alaska has had to draw from its savings accounts to balance its state budget. The main account for these savings draws has been the state’s Constitutional Budget Reserve, which has a current balance of approximately $2 billion. However, the state is projecting deficits of $500 million plus over the next several years. The state has other sources available to it to support future expenditures such as earnings from its Permanent Fund, a $28 billion dollar fund created from oil royalties. However, in the past the state has lacked the political will to form a long-term plan to provide for a consistent, stable method of funding state government.

FIRST QUARTER RESULTS SUMMARY

At March 31, 2004, the Company had assets of $740.8 million and gross loans of $610.5 million, respectively, an increase of 10% and 15%, respectively, over the previous year. The Company’s net income and diluted earnings per share at March 31, 2004 were $2.4 million and $0.38, respectively; a decrease of 7% as compared to the same period in 2003. During the same time, the Company’s net interest income increased $339,000, or 4%, its other operating income decreased $327,000, or 28%, and its operating expenses increased $452,000, or 7%. The growth in the Company’s net interest income was more than offset by the growth in its operating expenses. In addition, the decline in the Company’s other operating income contributed to the decline in its net income and diluted earnings per share.

RESULTS OF OPERATIONS

NET INCOME

Net income at March 31, 2004, was $2.4 million, compared to net income of $2.5 million during the same period in 2003. Net income per diluted share was $0.38 for the quarter ending March 31, 2004, versus $0.41 for the same period in 2003.

NET INTEREST INCOME

Net interest income for the first quarter of 2004 increased $339,000, or 4%, to $9.9 million from $9.6 million in 2003. The following table compares average balances and rates for the first quarter ending March 31, 2004 and 2003:

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