UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2005
o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number 000-33501
NORTHRIM BANCORP, INC.
| Alaska State or other jurisdiction of incorporation or organization) |
92-0175752 (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 þ 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 þ No o
The number of shares of the issuers Common Stock outstanding at May 4, 2005 was 6,100,608.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
These consolidated financial statements should be read in conjunction with the financial statements, accompanying notes and other relevant information included in the Companys report on Form 10K for the year ended December 31, 2004.
ITEM 1. FINANCIAL STATEMENTS
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NORTHRIM BANCORP, INC.
| March 31, | December 31, | March 31, | ||||||||||
| 2005 | 2004 | 2004 | ||||||||||
| (unaudited) | (unaudited) | (unaudited) | ||||||||||
| (Dollars in thousands, except per share data) | ||||||||||||
ASSETS |
||||||||||||
Cash and due from banks |
$ | 21,075 | $ | 18,936 | $ | 28,415 | ||||||
Money market investments |
14,947 | 12,157 | 4,622 | |||||||||
Investment
securities held to maturity |
724 | 724 | 945 | |||||||||
Investment securities available for sale |
59,062 | 59,449 | 64,101 | |||||||||
Investment in Federal Home Loan Bank stock |
1,556 | 1,302 | 1,494 | |||||||||
Total
investment securities |
61,342 | 61,475 | 66,540 | |||||||||
Real estate loans for sale |
0 | 0 | 1,733 | |||||||||
Portfolio loans |
681,369 | 678,269 | 610,475 | |||||||||
Allowance for loan losses |
(10,733 | ) | (10,764 | ) | (10,229 | ) | ||||||
Net loans |
670,636 | 667,505 | 601,979 | |||||||||
Premises and equipment, net |
10,616 | 10,583 | 11,324 | |||||||||
Accrued interest receivable |
3,686 | 3,678 | 3,551 | |||||||||
Intangible assets |
6,542 | 6,634 | 6,910 | |||||||||
Other assets |
23,523 | 19,758 | 17,424 | |||||||||
Total Assets |
$ | 812,367 | $ | 800,726 | $ | 740,765 | ||||||
LIABILITIES |
||||||||||||
Deposits: |
||||||||||||
Demand |
$ | 174,950 | $ | 183,959 | $ | 175,781 | ||||||
Interest-bearing demand |
63,756 | 59,933 | 58,329 | |||||||||
Savings |
47,518 | 47,406 | 48,304 | |||||||||
Alaska CDs |
143,223 | 123,223 | 73,847 | |||||||||
Money market |
126,752 | 142,181 | 123,966 | |||||||||
Certificates of deposit less than $100,000 |
60,426 | 59,872 | 65,493 | |||||||||
Certificates of deposit greater than $100,000 |
90,564 | 82,487 | 99,374 | |||||||||
Total deposits |
707,189 | 699,061 | 645,094 | |||||||||
Borrowings |
6,652 | 6,478 | 5,260 | |||||||||
Trust perferred securities |
8,000 | 8,000 | 8,000 | |||||||||
Other liabilities |
5,463 | 3,829 | 5,476 | |||||||||
Total liabilities |
727,304 | 717,368 | 663,830 | |||||||||
SHAREHOLDERS EQUITY |
||||||||||||
Common stock, $1 par value, 10,000,000 shares
authorized,
6,099,608; 6,089,120; and 6,071,027 shares
issued and
outstanding at March 31, 2005, December 31,
2004, and
March 31, 2004, respectively |
6,100 | 6,089 | 6,071 | |||||||||
Additional paid-in capital |
46,028 | 45,876 | 45,383 | |||||||||
Retained earnings |
33,391 | 31,389 | 24,795 | |||||||||
Accumulated other comprehensive income -
unrealized
gain (loss) on securities, net |
(456 | ) | 4 | 686 | ||||||||
Total shareholdersequity |
85,063 | 83,358 | 76,935 | |||||||||
Total Liabilities and Shareholders Equity |
$ | 812,367 | $ | 800,726 | $ | 740,765 | ||||||
See notes to the consolidated financial statements
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NORTHRIM BANCORP, INC.
| Three Months Ended: | ||||||||
| March 31, | ||||||||
| 2005 | 2004 | |||||||
| (unaudited) | ||||||||
| (Dollars in thousands, | ||||||||
Interest Income |
||||||||
Interest and fees on loans |
$ | 12,735 | $ | 10,681 | ||||
Interest on investment securities: |
||||||||
Assets available for sale |
543 | 653 | ||||||
Assets held to maturity |
19 | 29 | ||||||
Interest on money market investments |
26 | 11 | ||||||
Total Interest Income |
13,323 | 11,374 | ||||||
Interest Expense |
||||||||
Interest expense on deposits and borrowings |
2,830 | 1,485 | ||||||
Net Interest Income |
10,493 | 9,889 | ||||||
Provision for loan losses |
0 | 429 | ||||||
Net Interest Income After Provision for Loan Losses |
10,493 | 9,460 | ||||||
Other Operating Income |
||||||||
Service charges on deposit accounts |
402 | 431 | ||||||
Equity in earnings from RML |
(21 | ) | 44 | |||||
Equity in loss from Elliott Cove |
(108 | ) | (189 | ) | ||||
Other income |
565 | 550 | ||||||
Total Other Operating Income |
838 | 836 | ||||||
Other Operating Expense |
||||||||
Salaries and other personnel expense |
4,358 | 3,840 | ||||||
Occupancy, net |
567 | 527 | ||||||
Equipment expense |
344 | 364 | ||||||
Marketing expense |
357 | 289 | ||||||
Intangible asset amortization expense |
92 | 92 | ||||||
Other operating expense |
1,412 | 1,519 | ||||||
Total Other Operating Expense |
7,130 | 6,631 | ||||||
Income Before Income Taxes |
4,201 | 3,665 | ||||||
Provision for income taxes |
1,621 | 1,293 | ||||||
Net Income |
$ | 2,580 | $ | 2,372 | ||||
Earnings Per Share, Basic |
$ | 0.42 | $ | 0.39 | ||||
Earnings Per Share, Diluted |
$ | 0.41 | $ | 0.38 | ||||
Weighted Average Shares Outstanding, Basic |
6,099,852 | 6,058,136 | ||||||
Weighted Average Shares Outstanding, Diluted |
6,292,478 | 6,286,704 | ||||||
See notes to the consolidated financial statements
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NORTHRIM BANCORP, INC.
| Three Months Ended: | ||||||||
| March 31, | ||||||||
| 2005 | 2004 | |||||||
| (unaudited) | ||||||||
| (Dollars in thousands) | ||||||||
Net income |
$ | 2,580 | $ | 2,372 | ||||
Other comprehensive income, net of tax: |
||||||||
Unrealized holding gains (losses) arising during period |
(455 | ) | 153 | |||||
Less: reclassification adjustment for gains |
5 | 89 | ||||||
Comprehensive Income |
$ | 2,120 | $ | 2,436 | ||||
See notes to the consolidated financial statements
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NORTHRIM BANCORP, INC.
| Three Months Ended: | ||||||||
| March 31, | ||||||||
| 2005 | 2004 | |||||||
| (unaudited) | ||||||||
| (Dollars in thousands) | ||||||||
Operating Activities: |
||||||||
Net income |
$ | 2,580 | $ | 2,372 | ||||
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: |
||||||||
Security (gains), net |
(9 | ) | (151 | ) | ||||
Depreciation and amortization of premises and equipment |
298 | 293 | ||||||
Amortization of software |
136 | 117 | ||||||
Intangible asset amortization |
92 | 92 | ||||||
Amortization of investment security premium, net of discount accretion |
13 | 33 | ||||||
Deferred tax (benefit) |
(505 | ) | (142 | ) | ||||
Deferral of loan fees and costs, net |
133 | (193 | ) | |||||
Provision for loan losses |
0 | 429 | ||||||
Equity in (earnings) loss from RML |
21 | (44 | ) | |||||
Equity in loss from Elliott Cove |
108 | 189 | ||||||
(Increase) in accrued interest receivable |
(8 | ) | (251 | ) | ||||
(Increase) decrease in other assets |
(34 | ) | (335 | ) | ||||
Increase of other liabilities |
1,634 | 1,303 | ||||||
Net Cash Provided by Operating Activities |
4,459 | 3,712 | ||||||
Investing Activities: |
||||||||
Investment in securities: |
||||||||
Purchases of investment securities: |
||||||||
Available-for-sale |
(10,873 | ) | (10,332 | ) | ||||
Proceeds from sales / maturities of securities: |
||||||||
Available-for-sale |
10,476 | 17,131 | ||||||
Investment in Federal Home Loan Bank stock, net |
(254 | ) | 51 | |||||
Investments in loans: |
||||||||
Sales of loans and loan participations |
2,009 | 9,439 | ||||||
Loans made, net of repayments |
(5,273 | ) | (20,721 | ) | ||||
Investment in purchased receivables |
(2,950 | ) | (1,052 | ) | ||||
Investment in NBG |
(237 | ) | 0 | |||||
Purchases of premises and equipment |
(331 | ) | (510 | ) | ||||
Net Cash (Used) by Investing Activities |
(7,433 | ) | (5,994 | ) | ||||
Financing Activities: |
||||||||
Increase (decrease) in deposits |
8,128 | (1,103 | ) | |||||
Increase in borrowings |
174 | 117 | ||||||
Loan to Elliott Cove |
(300 | ) | (150 | ) | ||||
Proceeds from issuance of common stock |
163 | 19 | ||||||
Dividends received from RML |
316 | 115 | ||||||
Cash dividends paid |
(578 | ) | (574 | ) | ||||
Net Cash Provided (Used) by Financing Activities |
7,903 | (1,576 | ) | |||||
Net Increase (Decrease) in Cash and Cash Equivalents |
4,929 | (3,858 | ) | |||||
Cash and cash equivalents at beginning of period |
31,093 | 36,895 | ||||||
Cash and cash equivalents at end of period |
$ | 36,022 | $ | 33,037 | ||||
Supplemental Information: |
||||||||
Income taxes paid |
$ | 0 | $ | 0 | ||||
Interest paid |
$ | 2,671 | $ | 1,492 | ||||
See notes to the consolidated financial statements
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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, as amended. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2005, are not necessarily indicative of the results anticipated for the year ending December 31, 2005. These financial statements should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended December 31, 2004.
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 has purchased 224,800 shares of its stock under this program since its inception through March 31, 2005, at a total cost of $3.1 million. However, the Company has not repurchased any of these shares in 2005 and 2004. In August of 2004, the Board of Directors of the Company amended the stock repurchase plan (Plan) and increased the number of shares available under the program by 5% of total shares outstanding, or 304,283 shares. As a result, the total shares available under the Plan at that time increased to 385,855 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 repurchase all of the shares authorized for repurchase under the Plan.
3. ACCOUNTING PRONOUNCEMENTS
In November 2004, the Financial Accounting Standards Board (FASB) issued Statement No. 151, Inventory Costs, which was an amendment of Accounting Research Bulletin (ARB) No. 43, Chapter 4, Inventory Pricing and clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. The Company believes that the adoption of Statement No. 151 will have no impact on its financial statements.
In December 2004, the FASB issued Statement No. 152, Accounting for Real Estate Time-Sharing Transactions, which is an amendment of FASB Statement No. 66, Accounting for Sales of Real Estate and references the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions. This Statement also amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The Company believes that the adoption of Statement No. 152 will have no impact on its financial statements.
In December 2004, the FASB issued Statement No. 153, Exchanges of Nonmonetary Assets, which is an amendment of Accounting Principles Board (APB) Opinion No. 29 and eliminates the exception to fair value for exchanges of similar productive assets and replaces it with a general exception for exchange transactions that do not have commercial substance and are not expected to result in significant changes in the cash flows of the reporting entity. The Company believes that the adoption of Statement No. 153 will have no impact on its financial statements.
- 8 -
In December 2004, the FASB issued Statement No. 123R, Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. This Statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services primarily in share-based payment transactions with its employees. This Statement supersedes the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. In accordance with the provisions of this Statement, as amended by the April 2005 Security and Exchange Commissions ruling on the implementation date, the Company will begin to expense the costs associated with its stock options in the first quarter of 2006.
4. LENDING ACTIVITIES
The following table sets forth the Companys loan portfolio composition by loan type for the dates indicated:
| March 31, 2005 | December 31, 2004 | March 31, 2004 | ||||||||||||||||||||||
| Dollar | Percent | Dollar | Percent | Dollar | Percent | |||||||||||||||||||
| Amount | of Total | Amount | of Total | Amount | of Total | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
Commercial |
$ | 274,627 | 40 | % | $ | 267,737 | 39 | % | $ | 237,782 | 39 | % | ||||||||||||
Construction/development |
115,503 | 17 | % | 122,873 | 18 | % | 96,429 | 16 | % | |||||||||||||||
Commercial real estate |
256,947 | 38 | % | 251,665 | 37 | % | 239,660 | 39 | % | |||||||||||||||
Consumer |
37,145 | 5 | % | 38,668 | 6 | % | 38,270 | 6 | % | |||||||||||||||
Other, net of unearned and discount |
(2,853 | ) | 0 | % | (2,674 | ) | 0 | % | (1,666 | ) | 0 | % | ||||||||||||
Sub total |
681,369 | 678,269 | 610,475 | |||||||||||||||||||||
Real estate loans for sale |
| 0 | % | | 0 | % | 1,733 | 0 | % | |||||||||||||||
Total loans |
$ | 681,369 | 100 | % | $ | 678,269 | 100 | % | $ | 612,208 | 100 | % | ||||||||||||
The following table details activity in the Allowance for Loan Losses for the periods indicated:
| First Quarter | ||||||||
| 2005 | 2004 | |||||||
| (Dollars in thousands) | ||||||||
Balance at beginning of period |
$ | 10,764 | $ | 10,186 | ||||
Charge-offs: |
||||||||
Commercial |
71 | 409 | ||||||
Construction/development |
0 | 0 | ||||||
Commercial real estate |
0 | 0 | ||||||
Consumer |
7 | 22 | ||||||
Total charge-offs |
78 | 431 | ||||||
Recoveries: |
||||||||
Commercial |
6 | 36 | ||||||
Construction/development |
15 | 0 | ||||||
Commercial real estate |
15 | 0 | ||||||
Consumer |
11 | 9 | ||||||
Total recoveries |
47 | 45 | ||||||
Charge-offs, net |
31 | 386 | ||||||
Provision for loan losses |
0 | 429 | ||||||
Balance at end of period |
$ | 10,733 | $ | 10,229 | ||||
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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, 2005 | December 31, 2004 | March 31, 2004 | ||||||||||
| (Dollars in thousands) | ||||||||||||
Nonaccrual loans |
$ | 6,217 | $ | 5,876 | $ | 6,927 | ||||||
Accruing loans past due 90 days or more |
155 | 290 | 3,007 | |||||||||
Restructured loans |
0 | 424 | 470 | |||||||||
Total nonperforming loans |
6,372 | 6,590 | 10,404 | |||||||||
Real estate owned |
0 | 0 | 0 | |||||||||
Total nonperforming assets |
$ | 6,372 | $ | 6,590 | $ | 10,404 | ||||||
Allowance for loan losses |
$ | 10,733 | $ | 10,764 | $ | 10,229 | ||||||
At March 31, 2005, December 31, 2004, and March 31, 2004, the Company had loans measured for impairment of $6.2 million, $6.7 million, and $11.7 million, respectively. A specific allowance of $271,000, $357,000, and $454,000, respectively, was established for these periods. The decrease in loans measured for impairment at March 31, 2005, as compared to March 31, 2004, and December 31, 2004, 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 $61.3 million at March 31, 2005, a decrease of $133,000 from $61.5 million at December 31, 2004, and a decrease of $5.2 million, or 8%, from $66.5 million at March 31, 2004. Investment securities designated as available for sale comprised 96% of the investment portfolio at March 31, 2005, 97% at December 31, 2004, and 96% at March 31, 2004, 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 March 31, 2005, $31.3 million in securities, or 51%, of the investment portfolio was pledged, as compared to $31.2 million, or 51%, at December 31, 2004, and $31.5 million, or 47%, at March 31, 2004.
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 $65,000 to a loss of $21,000 during the first quarter of 2005 as compared to earnings of $44,000 in the first quarter of 2004, due to decreased refinancing 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 wholly-owned 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. 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 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 during the first quarter of 2004. In the first
- 10 -
quarter of 2005, the Company increased this loan commitment to $750,000. The balance outstanding on this commitment at March 31, 2005 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 March 31, 2005.
The Companys share of the loss from Elliott Cove for the first quarter of 2005 decreased to $108,000, as compared to a loss of $189,000 in the first quarter of 2004. The loss from Elliott Cove decreased between the first quarter of 2004 and the first quarter of 2005 as Elliott Cove increased its assets under management, which increased its operating income and helped offset operating costs.
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 March 31, 2005, the Company held $25 million in certificates of deposit for the Alaska Permanent Fund, collateralized by letters of credit issued by the Federal Home Loan Bank (FHLB).
8. 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 Companys net income would have been reduced to the pro forma amounts indicated below for the three months ending March 31, 2005 and 2004:
| Three Months | ||||||||||
| 2005 | 2004 | |||||||||
| (Dollars in thousands, except per share data) | ||||||||||
Net income |
As reported | $ | 2,580 | $ | 2,372 | |||||
Less stock-based employee compensation |
(42 | ) | (46 | ) | ||||||