UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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 September 30, 2004
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number 000-33501
NORTHRIM BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Alaska | 92-0175752 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
| 3111 C Street | ||
| Anchorage, Alaska | 99503 | |
| (Address of principal executive offices) | (Zip Code) |
(907) 562-0062
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).
Yes [X] No [ ]
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 [ ]
The number of shares of the issuers Common Stock outstanding at November 5, 2004 was 6,087,470.
TABLE OF CONTENTS
- September 30, 2004 (unaudited) |
3 | |||||||
- December 31, 2003 (unaudited) |
3 | |||||||
- September 30, 2003 (unaudited) |
3 | |||||||
- Three and nine months ended September 30, 2004 and 2003 |
4 | |||||||
- Three and nine months ended September 30, 2004 and 2003 |
5 | |||||||
- Nine months ended September 30, 2004 and 2003 |
6 | |||||||
| 7 | ||||||||
| 12 | ||||||||
Condition and Results of Operations |
||||||||
| 25 | ||||||||
Market Risk |
||||||||
| 26 | ||||||||
| 27 | ||||||||
| 27 | ||||||||
| 27 | ||||||||
| 28 | ||||||||
| EXHIBIT 31.1 | ||||||||
| EXHIBIT 31.2 | ||||||||
| EXHIBIT 32.1 | ||||||||
| EXHIBIT 32.2 | ||||||||
-2-
NORTHRIM BANCORP, INC.
NORTHRIM BANCORP, INC.
| September 30, | December 31, | September 30, | ||||||||||
| 2004 |
2003 |
2003 |
||||||||||
| (unaudited) | (unaudited) | (unaudited) | ||||||||||
| (Dollars in thousands, except per share data) | ||||||||||||
ASSETS |
||||||||||||
Cash and due from banks |
$ | 26,649 | $ | 31,298 | $ | 27,675 | ||||||
Money market investments |
19,573 | 5,597 | 32,222 | |||||||||
Investment securities held to maturity |
889 | 945 | 1,080 | |||||||||
Investment securities available for sale |
62,835 | 70,717 | 60,276 | |||||||||
Investment in Federal Home Loan Bank stock |
1,414 | 1,546 | 1,526 | |||||||||
Real estate loans for sale |
465 | 1,395 | 2,566 | |||||||||
Portfolio loans |
644,267 | 599,724 | 583,233 | |||||||||
Allowance for loan losses |
(10,692 | ) | (10,186 | ) | (9,915 | ) | ||||||
Net loans |
634,040 | 590,933 | 575,884 | |||||||||
Premises and equipment, net |
10,742 | 11,107 | 11,154 | |||||||||
Accrued interest receivable |
3,361 | 3,300 | 3,353 | |||||||||
Intangible assets |
6,726 | 7,002 | 7,094 | |||||||||
Other assets |
19,785 | 16,124 | 15,795 | |||||||||
Total Assets |
$ | 786,014 | $ | 738,569 | $ | 736,059 | ||||||
LIABILITIES |
||||||||||||
Deposits: |
||||||||||||
Demand |
$ | 186,577 | $ | 179,461 | $ | 178,850 | ||||||
Interest-bearing demand |
61,989 | 56,312 | 55,980 | |||||||||
Savings |
161,039 | 109,740 | 100,160 | |||||||||
Money market |
135,763 | 137,657 | 144,993 | |||||||||
Certificates of deposit less than $100,000 |
61,296 | 66,913 | 68,267 | |||||||||
Certificates of deposit
greater than $100,000 |
80,425 | 96,114 | 95,921 | |||||||||
Total deposits |
687,089 | 646,197 | 644,171 | |||||||||
Borrowings |
4,960 | 5,143 | 5,646 | |||||||||
Trust perferred securities |
8,000 | 8,000 | 8,000 | |||||||||
Other liabilities |
4,789 | 3,944 | 5,744 | |||||||||
Total Liabilities |
704,838 | 663,284 | 663,561 | |||||||||
SHAREHOLDERS EQUITY |
||||||||||||
Common stock, $1 par value, 10,000,000 shares authorized,
6,087,470; 6,050,359 and 5,984,318 shares issued and
outstanding at September 30, 2004, December 31, 2003, and
September 30, 2003, respectively |
6,087 | 6,050 | 5,984 | |||||||||
Additional paid-in capital |
45,783 | 45,615 | 44,747 | |||||||||
Retained earnings |
29,099 | 22,997 | 20,921 | |||||||||
Accumulated other comprehensive income unrealized
gain (loss) on securities, net |
207 | 623 | 846 | |||||||||
Total shareholders equity |
81,176 | 75,285 | 72,498 | |||||||||
Total Liabilities and Shareholders Equity |
$ | 786,014 | $ | 738,569 | $ | 736,059 | ||||||
See notes to the consolidated financial statements
-3-
NORTHRIM BANCORP, INC.
| Three Months Ended: | Nine Months Ended: | |||||||||||||||
| September 30, |
September 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| (Dollars in thousands, except per share data) | ||||||||||||||||
Interest Income |
||||||||||||||||
Interest and fees on loans |
$ | 11,437 | $ | 10,908 | $ | 33,355 | $ | 32,056 | ||||||||
Interest on investment securities: |
||||||||||||||||
Assets available for sale |
580 | 635 | 1,826 | 2,078 | ||||||||||||
Assets held to maturity |
23 | 33 | 73 | 112 | ||||||||||||
Interest on money market investments |
79 | 26 | 99 | 87 | ||||||||||||
Total Interest Income |
12,119 | 11,602 | 35,353 | 34,333 | ||||||||||||
Interest Expense |
||||||||||||||||
Interest expense on deposits and borrowings |
1,920 | 1,613 | 4,983 | 5,125 | ||||||||||||
Net Interest Income |
10,199 | 9,989 | 30,370 | 29,208 | ||||||||||||
Provision for loan losses |
143 | 1,373 | 1,001 | 2,738 | ||||||||||||
Net Interest Income After Provision for Loan Losses |
10,056 | 8,616 | 29,369 | 26,470 | ||||||||||||
Other Operating Income |
||||||||||||||||
Service charges on deposit accounts |
439 | 460 | 1,313 | 1,384 | ||||||||||||
Equity in earnings from RML |
15 | 1,018 | 181 | 2,368 | ||||||||||||
Equity in loss from Elliott Cove |
(110 | ) | (105 | ) | (357 | ) | (430 | ) | ||||||||
Other income |
541 | 552 | 1,539 | 1,543 | ||||||||||||
Total Other Operating Income |
885 | 1,925 | 2,676 | 4,865 | ||||||||||||
Other Operating Expense |
||||||||||||||||
Salaries and other personnel expense |
3,794 | 3,726 | 11,664 | 10,469 | ||||||||||||
Occupancy, net |
542 | 502 | 1,564 | 1,480 | ||||||||||||
Equipment expense |
325 | 361 | 1,016 | 1,109 | ||||||||||||
Marketing expense |
340 | 312 | 967 | 941 | ||||||||||||
Intangible asset amortization expense |
92 | 92 | 276 | 276 | ||||||||||||
Other operating expense |
1,452 | 1,157 | 4,198 | 4,239 | ||||||||||||
Total Other Operating Expense |
6,545 | 6,150 | 19,685 | 18,514 | ||||||||||||
Income Before Income Taxes |
4,396 | 4,391 | 12,360 | 12,821 | ||||||||||||
Provision for income taxes |
1,699 | 1,672 | 4,528 | 4,922 | ||||||||||||
Net Income |
$ | 2,697 | $ | 2,719 | $ | 7,832 | $ | 7,899 | ||||||||
Earnings Per Share, Basic |
$ | 0.44 | $ | 0.46 | $ | 1.29 | $ | 1.32 | ||||||||
Earnings Per Share, Diluted |
$ | 0.43 | $ | 0.44 | $ | 1.25 | $ | 1.27 | ||||||||
Weighted Average Shares Outstanding, Basic |
6,086,677 | 5,962,366 | 6,075,439 | 5,986,253 | ||||||||||||
Weighted Average Shares Outstanding, Diluted |
6,259,297 | 6,218,140 | 6,269,060 | 6,206,154 | ||||||||||||
See notes to the consolidated financial statements
-4-
NORTHRIM BANCORP, INC.
| Three Months Ended: | Nine Months Ended: | |||||||||||||||
| September 30, |
September 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| (Dollars in thousands) | (Dollars in thousands) | |||||||||||||||
Net income |
$ | 2,697 | $ | 2,719 | $ | 7,832 | $ | 7,899 | ||||||||
Other comprehensive income, net of tax: |
||||||||||||||||
Unrealized holding gains (losses) arising during
period |
269 | (227 | ) | (328 | ) | (183 | ) | |||||||||
Less: reclassification adjustment for gains |
| 93 | 89 | 175 | ||||||||||||
Comprehensive Income |
$ | 2,966 | $ | 2,399 | $ | 7,415 | $ | 7,541 | ||||||||
See notes to the consolidated financial statements
-5-
NORTHRIM BANCORP, INC.
| Nine Months Ended: | ||||||||
| September 30, |
||||||||
| 2004 |
2003 |
|||||||
| (unaudited) | ||||||||
| (Dollars in thousands) | ||||||||
Operating Activities |
||||||||
Net income |
$ | 7,832 | $ | 7,899 | ||||
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities |
||||||||
Security (gains) |
(151 | ) | (292 | ) | ||||
Depreciation and amortization of premises and equipment |
841 | 915 | ||||||
Amortization of software |
424 | 338 | ||||||
Intangible asset amortization |
276 | 276 | ||||||
Amortization of investment security premium, net of discount accretion |
117 | 218 | ||||||
Deferred tax expense (benefit) |
(1,244 | ) | (1,346 | ) | ||||
Deferral of loan fees and costs, net |
320 | 43 | ||||||
Provision for loan losses |
1,001 | 2,738 | ||||||
Equity in earnings from RML |
(181 | ) | (2,368 | ) | ||||
Equity in loss from Elliott Cove |
357 | 430 | ||||||
(Increase) in accrued interest receivable |
(61 | ) | (161 | ) | ||||
(Increase) in other assets |
(2,292 | ) | (3,944 | ) | ||||
Increase of other liabilities |
845 | 2,648 | ||||||
Net Cash Provided by Operating Activities |
8,084 | 7,394 | ||||||
Investing Activities |
||||||||
Investment in securities: |
||||||||
Purchases of investment securities: |
||||||||
Available-for-sale |
(20,338 | ) | (37,168 | ) | ||||
Proceeds from sales / maturities of securities: |
||||||||
Available-for-sale |
27,546 | 54,835 | ||||||
Held-to-maturity |
56 | 200 | ||||||
Investment in Federal Home Loan Bank stock, net |
132 | 247 | ||||||
Investments in loans: |
||||||||
Sales of loans and loan participations |
18,070 | 142,994 | ||||||
Loans made, net of repayments |
(62,498 | ) | (195,145 | ) | ||||
Investment in Elliott Cove |
(250 | ) | (250 | ) | ||||
Purchases of premises and equipment |
(476 | ) | (1,588 | ) | ||||
Net Cash (Used) by Investing Activities |
(37,758 | ) | (35,875 | ) | ||||
Financing Activities |
||||||||
Increase in deposits |
40,892 | 17,756 | ||||||
(Decrease) in borrowings |
(183 | ) | (719 | ) | ||||
Net loans to Elliott Cove |
(550 | ) | (375 | ) | ||||
Net proceeds from issuance of common stock |
205 | 242 | ||||||
Net proceeds from issuance of trust preferred securities |
0 | 8,000 | ||||||
Repurchase of common stock |
0 | (2,219 | ) | |||||
Dividends received from RML |
367 | 1,551 | ||||||
Cash dividends paid |
(1,730 | ) | (1,438 | ) | ||||
Net Cash Provided by Financing Activities |
39,001 | 22,798 | ||||||
Net Increase (Decrease) in Cash and Cash Equivalents |
9,327 | (5,683 | ) | |||||
Cash and cash equivalents at beginning of period |
36,895 | 65,580 | ||||||
Cash and cash equivalents at end of period |
$ | 46,222 | $ | 59,897 | ||||
Supplemental Information |
||||||||
Income taxes paid |
$ | 4,575 | $ | 5,550 | ||||
Interest paid |
$ | 5,014 | $ | 5,182 | ||||
Conversion of Elliott Cove loan to equity |
$ | 625 | $ | 0 | ||||
See notes to the consolidated financial statements
-6-
NORTHRIM BANCORP, INC.
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, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 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 Companys 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 common stock in the open market. The Company purchased 224,800 shares of its stock under this program through September 30, 2004, at a total cost of $3.1 million. However, the Company has not repurchased any of these shares in 2004. In August of 2004, the Board of Directors of the Company amended the stock repurchase plan and increased the number of shares available under the program by 5% of total shares outstanding, or 304,283 shares. 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
None.
-7-
4. LENDING ACTIVITIES
The following table sets forth the Companys loan portfolio composition by loan type for the dates indicated:
| September 30, 2004 |
December 31, 2003 |
September 30, 2003 |
||||||||||||||||||||||
| Dollar | Percent | Dollar | Percent | Dollar | Percent | |||||||||||||||||||
| Amount |
of Total |
Amount |
of Total |
Amount |
of Total |
|||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
Commercial |
$ | 238,987 | 37 | % | $ | 220,774 | 37 | % | $ | 219,882 | 38 | % | ||||||||||||
Construction/development |
115,859 | 18 | % | 102,311 | 17 | % | 98,644 | 17 | % | |||||||||||||||
Commercial real estate |
252,465 | 39 | % | 239,545 | 40 | % | 224,767 | 38 | % | |||||||||||||||
Consumer |
38,944 | 6 | % | 39,796 | 7 | % | 42,061 | 7 | % | |||||||||||||||
Other, net of unearned
and discount |
(1,988 | ) | 0 | % | (2,702 | ) | 0 | % | (2,121 | ) | 0 | % | ||||||||||||
Sub total |
644,267 | 599,724 | 583,233 | |||||||||||||||||||||
Real estate loans for sale |
465 | 0 | % | 1,395 | 0 | % | 2,566 | 0 | % | |||||||||||||||
Total loans |
$ | 644,732 | 100 | % | $ | 601,119 | 100 | % | $ | 585,799 | 100 | % | ||||||||||||
The following table details activity in the Allowance for Loan Losses for the dates indicated:
| Third Quarter |
Nine Months |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| (Dollars in thousands) | ||||||||||||||||
Balance at beginning of period |
$ | 10,293 | $ | 9,384 | $ | 10,186 | $ | 8,476 | ||||||||
Charge-offs: |
||||||||||||||||
Commercial |
3 | 792 | 827 | 1,384 | ||||||||||||
Construction/development |
0 | 41 | 0 | 109 | ||||||||||||
Commercial real estate |
0 | 18 | 0 | 18 | ||||||||||||
Consumer |
34 | 25 | 82 | 69 | ||||||||||||
Total charge-offs |
37 | 876 | 909 | 1,580 | ||||||||||||
Recoveries: |
||||||||||||||||
Commercial |
118 | 19 | 185 | 207 | ||||||||||||
Construction/development |
162 | 0 | 172 | 0 | ||||||||||||
Commercial real estate |
0 | 13 | 0 | 39 | ||||||||||||
Consumer |
13 | 2 | 57 | 35 | ||||||||||||
Total recoveries |
293 | 34 | 414 | 281 | ||||||||||||
Provision for loan losses |
143 | 1,373 | 1,001 | 2,738 | ||||||||||||
Balance at end of period |
$ | 10,692 | $ | 9,915 | $ | 10,692 | $ | 9,915 | ||||||||
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:
-8-
| September 30, 2004 |
December 31, 2003 |
September 30, 2003 |
||||||||||
| (Dollars in thousands) | ||||||||||||
Nonaccrual loans |
$ | 6,879 | $ | 7,426 | $ | 7,043 | ||||||
Accruing loans past due 90 days or more |
1,046 | 2,283 | 2,666 | |||||||||
Restructured loans |
443 | 597 | 639 | |||||||||
Total nonperforming loans |
8,368 | 10,306 | 10,348 | |||||||||
Real estate owned |
0 | 0 | 99 | |||||||||
Total nonperforming assets |
$ | 8,368 | $ | 10,306 | $ | 10,447 | ||||||
Allowance for loan losses |
$ | 10,692 | $ | 10,186 | $ | 9,915 | ||||||
Nonperforming loans to portfolio loans |
1.30 | % | 1.72 | % | 1.77 | % | ||||||
Nonperforming assets to total assets |
1.06 | % | 1.40 | % | 1.42 | % | ||||||
Allowance to portfolio loans |
1.66 | % | 1.70 | % | 1.70 | % | ||||||
Allowance to nonperforming loans |
128 | % | 99 | % | 96 | % | ||||||
At September 30, 2004, December 31, 2003, and September 30, 2003, the Company had loans measured for impairment of $7.9 million, $13.2 million, and $15.6 million, respectively. A specific allowance of $576,000, $580,000, and $1.1 million, respectively, was established for these periods. The decrease in loans measured for impairment at September 30, 2004, as compared to September 30, 2003, and December 31, 2003, resulted in large part from the concentrated collection activities of the Company.
5. INVESTMENT SECURITIES
Investment securities, which include Federal Home Loan Bank stock, totaled $65.1 million at September 30, 2004, a decrease of $8.1 million, or 11%, from $73.2 million at December 31, 2003, and an increase of $2.2 million, or 4%, from $62.9 million at September 30, 2003. Investment securities designated as available for sale comprised 96% of the investment portfolio at September 30, 2004, 97% at December 31, 2003, and 96% at September 30, 2003, and are available to meet liquidity requirements. Both available for sale and held to maturity securities may be pledged as collateral to secure public deposits. At September 30, 2004, $20.8 million in securities, or 32%, of the investment portfolio was pledged, as compared to $16.8 million, or 23%, at December 31, 2003, and $27 million, or 43%, at September 30, 2003.
6. OTHER OPERATING INCOME
Residential Mortgage, LLC (RML) was formed in 1998 and has offices throughout Alaska. During the third quarter of 2004, RML reorganized and became a wholly-owned subsidiary of a newly formed holding company, Residential Mortgage Holding Company, LLC (RML Holding Company). In this process, RML Holding Company acquired another mortgage company, Pacific Alaska Mortgage Company. Prior to the reorganization, the Company, through Northrim Banks wholly-owned subsidiary, Northrim Capital Investments Co. (NCIC), owned a 30% interest in the profits and losses of RML. Following the reorganization, the Companys interest in RML Holding Company decreased to 23.5%. The Companys share of the earnings from RML Holding Company and its predecessor, RML, decreased by $1 million to $15,000 during the third quarter of 2004 as compared to $1 million in the third quarter of 2003, primarily due to decreased refinance activity, coupled with strong competition for mortgages and key personnel.
The Company owns a 47% equity interest in Elliott Cove Capital Management LLC (Elliott Cove), an investment advisory services company, through its whollyowned subsidiary, Northrim Investment Services Company (NISC). Elliott Cove began active operations in the fourth quarter of 2002 and has had start-up losses since that time as it continues to build its assets under management. In July of 2003, the Company made a commitment to loan $625,000 to Elliott Cove. The amount loaned on this commitment at December 31, 2003 was $475,000. In the second quarter of 2004, the Company converted the loan into an additional equity interest in Elliott Cove. At the time of the conversion, the
-9-
amount outstanding on this loan was $625,000. During the first, second, and third quarters of 2004, other investors made additional investments in Elliott Cove. In addition, the Company made a separate commitment to loan Elliott Cove $500,000. The balance outstanding on this commitment at September 30, 2004 was $400,000. Finally, in the third quarter of 2004, the Company made an additional $250,000 investment in Elliott Cove. As a result of the additional investments in Elliott Cove by other investors and the Companys conversion of its $625,000 loan and its additional investment, its interest in Elliott Cove increased from 43% to 47% between December 31, 2003 and September 30, 2004.
7. 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 September 30, 2004, the Company held $30 million in certificates of deposit for the Alaska Permanent Fund, collateralized by letters of credit issued by the Federal Home Loan Bank (FHLB).
8.