UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2012
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)
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Alaska |
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92-0175752 |
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(State or other jurisdiction of incorporation or organization) |
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(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)
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.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer o |
Accelerated filer þ |
Non-accelerated filer o |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
The number of shares of the issuer's Common Stock outstanding at November 8, 2012 was 6,476,834.
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TABLE OF CONTENTS |
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PART I |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (unaudited) |
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September 30, 2012, December 31, 2011 and September 30, 2011
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4 |
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Consolidated Statements of Income: Three and nine months ended September 30, 2012 and 2011
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5 |
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Consolidated Statements of Comprehensive Income: Three and nine months ended September 30 2012 and 2011
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6 |
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Consolidated Statements of Changes in Shareholders’ Equity: Nine months ended September 30, 2012 and 2011
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7 |
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8 |
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9 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
29 |
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Item 3. |
43 |
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Item 4. |
43 |
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PART II |
43 |
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Item 1. |
43 |
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Item 1A. |
43 |
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Item 2. |
43 |
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Item 3. |
44 |
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Item 4. |
44 |
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Item 5. |
44 |
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Item 6. |
44 |
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45 |
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2
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, 2011.
3
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
NORTHRIM BANCORP, INC.
September 30, 2012, December 31, 2011 and September 30, 2011
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September 30, |
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December 31, |
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September 30, |
|||
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(In Thousands, Except Share Data) |
2012 |
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2011 |
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2011 |
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(Unaudited) |
||||||
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ASSETS |
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Cash and due from banks |
$ |
34,753 |
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$ |
30,644 |
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$ |
34,365 |
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Interest bearing deposits in other banks |
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127,354 |
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60,886 |
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94,205 |
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Investment securities available for sale |
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172,343 |
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222,083 |
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211,819 |
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Investment securities held to maturity |
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2,750 |
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3,819 |
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4,385 |
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Total portfolio investments |
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175,093 |
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225,902 |
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216,204 |
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Investment in Federal Home Loan Bank stock |
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1,985 |
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2,003 |
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2,003 |
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Loans held for sale |
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37,291 |
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27,822 |
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- |
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Loans |
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671,644 |
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645,562 |
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629,664 |
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Allowance for loan losses |
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(16,490) |
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(16,503) |
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(16,093) |
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Net loans |
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692,445 |
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656,881 |
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613,571 |
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Purchased receivables, net |
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23,326 |
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30,209 |
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25,536 |
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Accrued interest receivable |
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2,832 |
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2,898 |
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3,030 |
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Other real estate owned |
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5,766 |
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5,183 |
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5,838 |
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Premises and equipment, net |
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27,989 |
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27,993 |
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28,320 |
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Goodwill and intangible assets |
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8,228 |
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8,421 |
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8,486 |
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Other assets |
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34,027 |
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34,238 |
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34,053 |
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Total assets |
$ |
1,133,798 |
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$ |
1,085,258 |
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$ |
1,065,611 |
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LIABILITIES |
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Deposits: |
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Demand |
$ |
352,633 |
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$ |
324,039 |
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$ |
307,529 |
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Interest-bearing demand |
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137,333 |
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141,572 |
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133,495 |
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Savings |
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85,035 |
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79,610 |
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76,847 |
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Alaska CDs |
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98,504 |
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102,384 |
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95,481 |
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Money market |
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171,210 |
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154,987 |
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153,924 |
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Certificates of deposit less than $100,000 |
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41,085 |
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45,468 |
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51,264 |
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Certificates of deposit greater than $100,000 |
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59,144 |
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63,188 |
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75,027 |
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Total deposits |
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944,944 |
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911,248 |
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893,567 |
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Securities sold under repurchase agreements |
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22,623 |
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16,348 |
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17,034 |
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Borrowings |
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4,517 |
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4,626 |
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|
4,662 |
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Junior subordinated debentures |
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18,558 |
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18,558 |
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18,558 |
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Other liabilities |
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9,045 |
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|
9,043 |
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8,445 |
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Total liabilities |
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999,687 |
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959,823 |
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942,266 |
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SHAREHOLDERS' EQUITY |
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Preferred stock, $1 par value, 2,500,000 shares authorized, none issued or outstanding |
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Common stock, $1 par value, 10,000,000 shares authorized, 6,473,680; 6,466,763; and 6,440,241 shares issued and outstanding at September 30, 2012, December 31, 2011 and September 30, 2011, respectively |
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6,474 |
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6,467 |
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6,440 |
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Additional paid-in capital |
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53,536 |
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53,164 |
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53,091 |
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Retained earnings |
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72,567 |
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65,469 |
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63,071 |
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Accumulated other comprehensive income |
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1,429 |
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|
283 |
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|
680 |
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Total Northrim BanCorp shareholders' equity |
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134,006 |
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125,383 |
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123,282 |
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Noncontrolling interest |
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105 |
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52 |
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63 |
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Total shareholders' equity |
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134,111 |
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|
125,435 |
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|
123,345 |
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Total liabilities and shareholders' equity |
$ |
1,133,798 |
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$ |
1,085,258 |
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$ |
1,065,611 |
See notes to consolidated financial statements
4
NORTHRIM BANCORP, INC.
Consolidated Statements of Income
For the Three and Nine Months Ended September 30, 2012 and 2011
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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(In Thousands, Except Per Share Data) |
2012 |
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2011 |
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2012 |
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2011 |
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(Unaudited) |
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Interest Income |
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Interest and fees on loans |
$ |
10,416 |
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$ |
10,392 |
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$ |
30,946 |
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$ |
31,788 |
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Interest on investment securities-available for sale |
|
673 |
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|
717 |
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2,140 |
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2,251 |
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Interest on investment securities-held to maturity |
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35 |
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49 |
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|
110 |
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|
169 |
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Interest on deposits in other banks |
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80 |
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72 |
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|
183 |
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|
160 |
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Total Interest Income |
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11,204 |
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|
11,230 |
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33,379 |
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34,368 |
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Interest Expense |
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Interest expense on deposits, borrowings and junior subordinated debentures |
|
611 |
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|
876 |
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|
1,936 |
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|
2,757 |
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Net Interest Income |
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10,593 |
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|
10,354 |
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|
31,443 |
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31,611 |
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Provision (benefit) for loan losses |
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(1,437) |
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|
550 |
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(1,259) |
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|
1,649 |
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Net Interest Income After Provision (Benefit) for Loan Losses |
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12,030 |
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|
9,804 |
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|
32,702 |
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|
29,962 |
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Other Operating Income |
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|
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|
|
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Purchased receivable income |
|
826 |
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|
695 |
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|
2,250 |
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|
1,886 |
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Employee benefit plan income |
|
609 |
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|
536 |
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|
1,765 |
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|
1,629 |
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Service charges on deposit accounts |
|
536 |
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|
609 |
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|
1,673 |
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|
1,727 |
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Electronic banking income |
|
520 |
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|
508 |
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|
1,496 |
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|
1,424 |
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Equity in earnings from RML |
|
963 |
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|
357 |
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|
1,669 |
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|
575 |
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Rental income |
|
192 |
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|
190 |
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|
594 |
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|
577 |
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Gain on sale of securities |
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- |
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|
33 |
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|
273 |
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|
296 |
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Other income |
|
511 |
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|
434 |
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|
1,369 |
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|
1,096 |
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Total Other Operating Income |
|
4,157 |
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|
3,362 |
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|
11,089 |
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|
9,210 |
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|
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Other Operating Expense |
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|
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Salaries and other personnel expense |
|
5,484 |
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|
5,230 |
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|
16,344 |
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|
15,746 |
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Occupancy |
|
842 |
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|
914 |
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|
2,758 |
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|
2,821 |
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Marketing expense |
|
436 |
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|
435 |
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|
1,308 |
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|
1,315 |
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Professional and outside services |
|
427 |
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|
370 |
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|
1,103 |
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|
1,045 |
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Reserve for purchased receivables |
|
349 |
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|
- |
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|
349 |
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|
- |
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Software expense |
|
304 |
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|
257 |
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|
825 |
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|
774 |
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Equipment expense |
|
257 |
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|
291 |
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|
893 |
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|
887 |
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Insurance expense |
|
236 |
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|
391 |
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|
655 |
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|
1,122 |
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OREO (income) expense, net rental income and gains on sale |
|
249 |
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|
(14) |
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|
464 |
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|
(895) |
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Amortization of low income housing tax investments |
|
231 |
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|
224 |
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|
693 |
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|
675 |
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Internet banking expense |
|
171 |
|
|
162 |
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|
528 |
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|
473 |
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Intangible asset amortization expense |
|
64 |
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|
70 |
|
|
193 |
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|
211 |
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Other operating expense |
|
942 |
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|
1,099 |
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|
2,932 |
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|
3,170 |
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Total Other Operating Expense |
|
9,992 |
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|
9,429 |
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|
29,045 |
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|
27,344 |
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|
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|
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|
|
|
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Income Before Provision for Income Taxes |
|
6,195 |
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|
3,737 |
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|
14,746 |
|
|
11,828 |
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Provision for income taxes |
|
1,991 |
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|
1,125 |
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|
4,568 |
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|
3,357 |
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Net Income |
|
4,204 |
|
|
2,612 |
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|
10,178 |
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|
8,471 |
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Less: Net income attributable to the noncontrolling interest |
|
138 |
|
|
106 |
|
|
394 |
|
|
328 |
|
Net Income Attributable to Northrim BanCorp |
$ |
4,066 |
|
$ |
2,506 |
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$ |
9,784 |
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$ |
8,143 |
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Earnings Per Share, Basic |
$ |
0.63 |
|
$ |
0.39 |
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$ |
1.51 |
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$ |
1.27 |
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Earnings Per Share, Diluted |
$ |
0.62 |
|
$ |
0.38 |
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$ |
1.49 |
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$ |
1.24 |
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Weighted Average Shares Outstanding, Basic |
|
6,471,572 |
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|
6,436,178 |
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|
6,469,673 |
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|
6,431,989 |
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Weighted Average Shares Outstanding, Diluted |
|
6,570,772 |
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|
6,554,776 |
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|
6,570,287 |
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|
6,553,462 |
See notes to consolidated financial statements
5
NORTHRIM BANCORP, INC.
Consolidated Statements of Comprehensive Income
For the Three and Nine Months Ended September 30, 2012 and 2011
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Three Months Ended |
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Nine Months Ended |
||||||||
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September 30, |
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September 30, |
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(In Thousands) |
2012 |
|
2011 |
|
2012 |
|
2011 |
||||
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(Unaudited) |
||||||||||
|
Net income |
$ |
4,204 |
|
$ |
2,612 |
|
$ |
10,178 |
|
$ |
8,471 |
|
Other comprehensive income, net of tax: |
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|
|
|
|
|
|
|
|
|
|
|
Securities available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) arising during the period |
$ |
445 |
|
$ |
(456) |
|
$ |
1,419 |
|
$ |
328 |
|
Reclassification of net gains included in net income |
|
- |
|
|
(33) |
|
|
(273) |
|
|
(296) |
|
Other comprehensive income (loss) |
|
445 |
|
|
(489) |
|
|
1,146 |
|
|
32 |
|
Comprehensive income |
|
4,649 |
|
|
2,123 |
|
|
11,324 |
|
|
8,503 |
|
Less: comprehensive income attributable to the noncontrolling interest |
|
(138) |
|
|
(106) |
|
|
(394) |
|
|
(328) |
|
Comprehensive income attributable to Northrim BanCorp |
$ |
4,511 |
|
$ |
2,017 |
|
$ |
10,930 |
|
$ |
8,175 |
See notes to consolidated financial statements
6
NORTHRIM BANCORP, INC.
Consolidated Statements of Changes in Shareholders’ Equity
For the Nine Months Ended September 30, 2012 and 2011
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Accumulated |
|
|
|
|
|
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|
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Common Stock |
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Additional |
|
|
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Other |
|
Non- |
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Number |
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Par |
|
Paid-in |
|
Retained |
Comprehensive |
|
controlling |
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||||
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(In Thousands) |
of Shares |
|
|
Value |
|
Capital |
|
Earnings |
Income |
|
Interest |
|
Total |
|||||
|
|
(Unaudited) |
|||||||||||||||||
|
Nine Months Ended September 30, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2011 |
6,427 |
|
$ |
6,427 |
|
$ |
52,658 |
|
$ |
57,339 |
$ |
648 |
|
$ |
50 |
|
$ |
117,122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividend declared |
- |
|
|
- |
|
|
- |
|
|
(2,411) |
|
- |
|
|
- |
|
|
(2,411) |
|
Stock based compensation expense |
- |
|
|
- |
|
|
381 |
|
|
- |
|
- |
|
|
- |
|
|
381 |
|
Exercise of stock options |
13 |
|
|
13 |
|
|
(32) |
|
|
- |
|
- |
|
|
- |
|
|
(19) |
|
Excess tax benefits from share-based payment arrangements |
- |
|
|
- |
|
|
84 |
|
|
- |
|
- |
|
|
- |
|
|
84 |
|
Distributions to noncontrolling interest |
- |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
(315) |
|
|
(315) |
|
Change in unrealized holding gain on available for sale securities, net of tax |
- |
|
|
- |
|
|
- |
|
|
- |
|
32 |
|
|
- |
|
|
32 |
|
Net income attributable to the noncontrolling interest |
- |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
328 |
|
|
328 |
|
Net income attributable to Northrim BanCorp |
- |
|
|
- |
|
|
- |
|
|
8,143 |
|
- |
|
|
- |
|
|
8,143 |
|
Nine Months Ended September 30, 2011 |
6,440 |
|
$ |
6,440 |
|
$ |
53,091 |
|
$ |
63,071 |
$ |
680 |
|
$ |
63 |
|
$ |
123,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2012 |
6,467 |
|
$ |
6,467 |
|
$ |
53,164 |
|
$ |
65,469 |
$ |
283 |
|
$ |
52 |
|
$ |
125,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividend declared |
- |
|
|
- |
|
|
- |
|
|
(2,686) |
|
- |
|
|
- |
|
|
(2,686) |
|
Stock based compensation expense |
- |
|
|
- |
|
|
339 |
|
|
- |
|
- |
|
|
- |
|
|
339 |
|
Exercise of stock options |
7 |
|
|
7 |
|
|
(22) |
|
|
- |
|
- |
|
|
- |
|
|
(15) |
|
Excess tax benefits from share-based payment arrangements |
- |
|
|
- |
|
|
55 |
|
|
- |
|
- |
|
|
- |
|
|
55 |
|
Distributions to noncontrolling interest |
- |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
(341) |
|
|
(341) |
|
Change in unrealized holding gain on available for sale securities, net of tax |
- |
|
|
- |
|
|
- |
|
|
- |
|
1,146 |
|
|
- |
|
|
1,146 |
|
Net income attributable to the noncontrolling interest |
- |
|
|
- |
|
|
- |
|
|
- |
|
- |
|
|
394 |
|
|
394 |
|
Net income attributable to Northrim BanCorp |
- |
|
|
- |
|
|
- |
|
|
9,784 |
|
- |
|
|
- |
|
|
9,784 |
|
Nine Months Ended September 30, 2012 |
6,474 |
|
$ |
6,474 |
|
$ |
53,536 |
|
$ |
72,567 |
$ |
1,429 |
|
$ |
105 |
|
$ |
134,111 |
See notes to consolidated financial statements
7
NORTHRIM BANCORP, INC.
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2012 and 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
||||
|
|
September 30, |
||||
|
(In Thousands) |
2012 |
|
2011 |
||
|
|
|
(Unaudited) |
|||
|
Operating Activities: |
|
|
|
|
|
|
Net income |
$ |
10,178 |
|
$ |
8,471 |
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: |
|
|
|
|
|
|
Gain on sale of securities, net |
|
(273) |
|
|
(296) |
|
Depreciation and amortization of premises and equipment |
|
1,242 |
|
|
1,299 |
|
Amortization of software |
|
137 |
|
|
155 |
|
Intangible asset amortization |
|
193 |
|
|
211 |
|
Amortization of investment security premium, net of discount accretion |
|
156 |
|
|
144 |
|
Deferred tax (benefit) liability |
|
(11) |
|
|
(1,311) |
|
Stock-based compensation |
|
339 |
|
|
381 |
|
Excess tax benefits from share-based payment arrangements |
|
(55) |
|
|
(84) |
|
Deferral of loan fees and costs, net |
|
346 |
|
|
(240) |
|
Provision (benefit) for loan losses |
|
(1,259) |
|
|
1,649 |
|
Reserve for purchased receivables |
|
349 |
|
|
- |
|
Purchases of loans held for sale |
|
(185,673) |
|
|
- |
|
Proceeds from the sale of loans held for sale |
|
176,204 |
|
|
5,558 |
|
Gain on sale of other real estate owned |
|
18 |
|
|
(859) |
|
Impairment on other real estate owned |
|
173 |
|
|
- |
|
Equity in undistributed earnings from mortgage affiliate |
|
(320) |
|
|
200 |
|
Net changes in assets and liabilities: |
|
|
|
|
|
|
(Increase) decrease in accrued interest receivable |
|
66 |
|
|
371 |
|
(Increase) decrease in other assets |
|
(506) |
|
|
2,105 |
|
Increase (decrease) in other liabilities |
|
2 |
|
|
(208) |
|
Net Cash Provided by Operating Activities |
|
1,306 |
|
|
17,546 |
|
Investing Activities: |
|
|
|
|
|
|
Investment in securities: |
|
|
|
|
|
|
Purchases of investment securities-available-for-sale |
|
(63,491) |
|
|
(113,242) |
|
Proceeds from sales/maturities of securities-available-for-sale |
|
115,299 |
|
|
115,644 |
|
Proceeds from calls/maturities of securities-held-to-maturity |
|
1,065 |
|
|
1,735 |
|
Purchases of domestic certificates of deposit |
|
(11,500) |
|
|
(12,000) |
|
Proceeds from maturities of domestic certificates of deposit |
|
10,000 |
|
|
- |
|
Proceeds from redemption of FHLB stock |
|
18 |
|
|
- |
|
(Increase) decrease in purchased receivables, net |
|
6,534 |
|
|
(9,007) |
|
(Increase) decrease in loans, net |
|
(26,866) |
|
|
40,171 |
|
Proceeds from sale of other real estate owned |
|
964 |
|
|
7,912 |
|
Investment in other real estate owned |
|
(44) |
|
|
(29) |
|
Decrease in loan to Elliott Cove, net |
|
110 |
|
|
122 |
|
Purchases of premises and equipment |
|
(1,238) |
|
|
(571) |
|
Net Cash (Used) Provided by Investing Activities |
|
30,851 |
|
|
30,735 |
|
Financing Activities: |
|
|
|
|
|
|
(Decrease) increase in deposits |
|
33,696 |
|
|
1,431 |
|
Increase in securities sold under repurchase agreements |
|
6,275 |
|
|
4,160 |
|
(Decrease) in borrowings |
|
(109) |
|
|
(724) |
|
Distributions to noncontrolling interest |
|
(341) |
|
|
(315) |
|
Excess tax benefits from share-based payment arrangements |
|
55 |
|
|
84 |
|
Cash dividends paid |
|
(2,656) |
|
|
(2,380) |
|
Net Cash (Used) Provided by Financing Activities |
|
36,920 |
|
|
2,256 |
|
|
|
|
|
|
|
|
Net Increase in Cash and Cash Equivalents |
|
69,077 |
|
|
50,537 |
|
Cash and Cash Equivalents at Beginning of Period |
|
79,530 |
|
|
66,033 |
|
Cash and Cash Equivalents at End of Period |
$ |
148,607 |
|
$ |
116,570 |
|
Supplemental Information: |
|
|
|
|
|
|
Income taxes paid |
$ |
5,077 |
|
$ |
2,880 |
|
Interest paid |
$ |
1,940 |
|
$ |
3,009 |
|
Transfer of loans to other real estate owned |
$ |
1,684 |
|
$ |
2,255 |
|
Loans made to facilitate sales of other real estate owned |
$ |
300 |
|
$ |
1,362 |
|
Cash dividends declared but not paid |
$ |
30 |
|
$ |
31 |
See notes to consolidated financial statements
8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2012 and 2011
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared by Northrim BanCorp, Inc. (the “Company”) in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain reclassifications have been made to prior year amounts to maintain consistency with the current year with no impact on net income or total shareholders’ equity. The Company determined that it operates as a single operating segment. Operating results for the interim period ended September 30, 2012, are not necessarily indicative of the results anticipated for the year ending December 31, 2012. 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, 2011.
2. Significant Accounting Policies and Recent Accounting Pronouncements
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, 2011.
In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). Some of the amendments contained in ASU 2011-04 clarify the FASB’s intent about the application of existing fair value measurement requirements, and other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. This ASU was effective for the Company’s financial statements for annual and interim periods beginning on or after December 15, 2011, and has been applied prospectively. The adoption of this standard did not have a material impact on the Company’s consolidated financial position or results of operations.
In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 amends Topic 220, “Comprehensive Income”, to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income, nor does it change the option for an entity to present components of other comprehensive income either net of related tax effects or before related tax effects. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update 2011-05 (“ASU 2011-12”). This ASU defers only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments. ASU 2011-12 was issued in order to allow the FASB time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. While the FASB is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, the Company will continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before the issuance of ASU 2011-05. ASU 2011-12 was effective for the Company’s financial statements for annual and interim periods beginning after December 31, 2011, and has been applied prospectively. The adoption of this standard did not have a material impact on the Company’s consolidated financial position or results of operations.
9
In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (“ASU 2012-02”). The objective of ASU 2012-02 is to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance among long-lived asset categories. The amendments permit an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles—Goodwill and Other—General Intangibles Other than Goodwill. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. Previous guidance in Subtopic 350-30 required an entity to test indefinite-lived intangible assets for impairment, on at least an annual basis, by comparing the fair value of the asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an entity should recognize an impairment loss in the amount of that excess. In accordance with the amendments in ASU 2012-02, an entity will have an option not to calculate annually the fair value of an indefinite-lived intangible asset if the entity determines that it is not more likely than not that the asset is not impaired. Permitting an entity to assess qualitative factors when testing indefinite-lived intangible assets for impairment results in guidance that is similar to the goodwill impairment testing guidance in ASU 2011-08. ASU 2012-02 is effective for the Company’s financial statements for annual and interim periods beginning on or after September 15, 2012, and must be applied prospectively. The Company does not expect this ASU to have a material impact on the Company’s consolidated financial position or results of operations.
3. Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest-bearing deposits with other banks, banker’s acceptances, commercial paper, securities purchased under agreement to resell, federal funds sold, and securities with maturities of less than 90 days at acquisition. As of September 30, 2012, the Company had two certificates of deposit totaling $13.5 million in another bank. This is the only concentration representing more than 10% of the Company’s equity, other than cash and cash equivalent balances placed with the Federal Reserve of San Francisco.
4. Investment Securities
The carrying values and approximate fair values of investment securities at the periods indicated are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost |
|
Gross Unrealized Gains |
|
Gross Unrealized Losses |
|
Fair Value |
||||
|
|
|
(In Thousands) |
|||||||||
|
September 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and government sponsored entities |
$ |
99,505 |
|
$ |
467 |
|
$ |
- |
|
$ |
99,972 |
|
Municipal securities |
|
18,199 |
|
|
691 |
|
|
- |
|
|
18,890 |
|
U.S. Agency mortgage-backed securities |
|
41 |
|
|
2 |
|
|
- |
|
|
43 |
|
Corporate bonds |
|
48,644 |
|
|
1,035 |
|
|
- |
|
|
49,679 |
|
Preferred stock |
|
3,524 |
|
|
257 |
|
|
22 |
|
|
3,759 |
|
Total securities available for sale |
$ |
169,913 |
|
$ |
2,452 |
|
$ |
22 |
|
$ |
172,343 |
|
Securities held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
Municipal securities |
$ |
2,750 |
|
$ |
246 |
|
$ |
- |
|
$ |
2,996 |
|
Total securities held to maturity |
$ |
2,750 |
|
$ |
246 |
|
$ |
- |
|
$ |
2,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and government sponsored entities |
$ |
160,529 |
|
$ |
625 |
|
$ |
50 |
|
$ |
161,104 |
|
Municipal securities |
|
16,260 |
|
|
675 |
|
|
- |
|
|
16,935 |
|
U.S. Agency mortgage-backed securities |
|
52 |
|
|
2 |
|
|
- |
|
|
54 |
|
Corporate bonds |
|
43,767 |
|
|
343 |
|
|
1,119 |
|
|
42,991 |
|
Preferred stock |
|
996 |
|
|
3 |
|
|
- |
|
|
999 |
|
Total securities available for sale |
$ |
221,604 |
|
$ |
1,648 |
|
$ |
1,169 |
|
$ |
222,083 |
|
Securities held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
Municipal securities |
$ |
3,819 |
|
$ |
258 |
|
$ |
- |
|
$ |
4,077 |
|
Total securities held to maturity |
$ |
3,819 |
|
$ |
258 |
|
$ |
- |
|
$ |
4,077 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and government sponsored entities |
$ |
153,017 |
|
$ |
831 |
|
$ |
22 |
|
$ |
153,826 |
|
Municipal securities |
|
14,002 |
|
|
536 |
|
|
- |
|
|
14,538 |
|
U.S. Agency mortgage-backed securities |
|
56 |
|
|
2 |
|
|
- |
|
|
58 |
|
Corporate bonds |
|
43,593 |
|
|
439 |
|
|
635 |
|
|
43,397 |
|
Total securities available for sale |
$ |
210,668 |
|
$ |
1,808 |
|
$ |
657 |
|
$ |
211,819 |
|
Securities held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
Municipal securities |
$ |
4,385 |
|
$ |
234 |
|
$ |
- |
|
$ |
4,619 |
|
Total securities held to maturity |
$ |
4,385 |
|
$ |
234 |
|
$ |
- |
|
$ |
4,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
10
The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. There were two, twelve, and ten securities with unrealized losses as of September 30, 2012, December 31, 2011, and 2011, respectively that have been in a loss position for less than twelve months. There were no securities with unrealized losses as of September 30, 2012, December 31, 2011, or September 30, 2011 that have been in an unrealized loss position for more than twelve months. Because the Company does not intend to sell, nor is it required to sell these investments until a market price recovery or maturity, these investments are not considered other-than-temporarily impaired.
At September 30, 2012, $38.9 million in securities, or 22%, of the investment portfolio was pledged, as compared to $32.1 million, or 14%, at December 31, 2011, and $30.3 million, or 14%, at September 30, 2011. We held no securities of any single issuer (other than government sponsored entities) that exceeded 10% of our shareholders’ equity at September 30, 2012, December 31, 2011 or September 30, 2011.
The amortized cost and fair values of debt securities at September 30, 2012, are distributed by contractual maturity as shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Although preferred stock has no stated maturity, it is aggregated in the calculation of weighted average yields presented below in the category of investments that mature in ten years or more.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost |
|
Fair Value |
|
Weighted Average Yield |
|||
|
|
|
(In Thousands) |
|
|||||
|
US Treasury and government sponsored entities |
|
|
|
|
|
|
|
|
|
Within 1 year |
$ |
9,998 |
|
$ |
10,007 |
|
0.63 |
% |
|
1-5 years |
|
89,507 |
|
|
89,965 |
|
0.69 |
% |
|
Total |
$ |
99,505 |
|
$ |
99,972 |
|
0.69 |
% |
|
|
|
|
|
|
|
|
|
|
|
U.S. Agency mortgage-backed securities |
|
|
|
|
|
|
|
|
|
5-10 years |
$ |
41 |
|
$ |
43 |
|
4.45 |
% |
|
Total |
$ |
41 |
|
$ |
43 |
|
4.45 |
% |
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds |
|
|
|
|
|
|
|
|
|
Within 1 year |
$ |
3,163 |
|
$ |
3,181 |
|
2.89 |
% |
|
1-5 years |
|
45,481 |
|
|
46,498 |
|
2.49 |
% |
|
Total |
$ |
48,644 |
|
$ |
49,679 |
|
2.52 |
% |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock |
|
|
|
|
|
|
|
|
|
Over 10 years |
|
3,524 |
|
|
3,759 |
|
5.57 |
% |
|
Total |
$ |
3,524 |
|
$ |
3,759 |
|
5.57 |
% |
|
|
|
|
|
|
|
|
|
|
|
Municipal securities |
|
|
|
|
|
|
|
|
|
Within 1 year |
$ |
1,493 |
|
$ |
1,495 |
|
0.95 |
% |
|
1-5 years |
|
10,304 |
|
|
10,619 |
|
2.28 |
% |
|
5-10 years |
|
6,290 |
|
|
6,686 |
|
4.68 |
% |
|
Over 10 years |
|
2,862 |
|
|
3,086 |
|
4.78 |
% |
|
Total |
$ |
20,949 |
|
$ |
21,886 |
|
3.24 |
% |
|
|
|
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11
The proceeds and resulting gains and losses, computed using specific identification, from sales of investment securities for the nine months ending September 30, 2012 and 2011, respectively, are as follows:
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Proceeds |
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Gross Gains |
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Gross Losses |
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(In Thousands) |
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2012 |
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Available for sale securities |
$ |
30,424 |
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$ |
273 |
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$ |
- |
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2011 |
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Available for sale securities |
$ |
17,030 |
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$ |
296 |
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$ |
- |
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A summary of interest income for the nine months ending September 30, 2012 and 2011 on available for sale investment securities is as follows:
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