Document


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
FORM 10-K
(Mark One)
þ    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2018
o    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from_____to____
Commission File Number 000-33501
NORTHRIM BANCORP, INC.
(Exact name of registrant as specified in its charter)
Alaska
 
92-0175752
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
3111 C Street
Anchorage, Alaska 99503
(Address of principal executive offices)    (Zip Code) 
(907) 562-0062
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
The NASDAQ Stock Market, LLC
(Title of Class)
(Name of Exchange on Which Listed)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ¨ Yes  ý No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ¨ Yes  ý No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý Yes  ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ý Yes  ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨
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.  
Large Accelerated Filer ¨  Accelerated Filer ý    Non-accelerated Filer ¨ (Do not check if a smaller reporting company) Smaller Reporting Company ¨ Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).       ¨ Yes  ý No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2018 (the last business day of the registrant’s most recently completed second fiscal quarter) was $267,274,985.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  6,879,902 shares of Common Stock, $1.00 par value, as of March 12, 2019.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement on Schedule 14A, relating to the registrant’s annual meeting of shareholders to be held on May 23, 2019, are incorporated by reference into Part III of this Form 10-K.



TABLE OF CONTENTS
 
 
 
 
Part  I
 
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
 
Part II
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
 
Part III
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 
Part IV
 
Item 15.
 
 


1


PART I
 
Cautionary Note Regarding Forward Looking Statements

This Annual Report on Form 10-K includes “forward-looking statements”, within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, which are not historical facts.  These forward-looking statements describe management’s expectations about future events and developments such as future operating results, growth in loans and deposits, continued success of the Northrim BanCorp Inc.’s style of banking, and the outlook of the local economy in which we operate. All statements other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this report are forward-looking. We use words such as “anticipate,” “believe,” “expect,” “intend” and similar expressions in part to help identify forward-looking statements. Forward-looking statements reflect management’s current plans and expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations, and those variations may be both material and adverse. Forward-looking statements are subject to various risks and uncertainties that may cause our actual results to differ materially and adversely from our expectations as indicated in the forward-looking statements. These risks and uncertainties include: the general condition of, and changes in, the Alaska economy; factors that impact our net interest margin; and our ability to maintain asset quality; our ability to implement our marketing and growth strategies; and our ability to execute our business plan. Further, actual results may be affected by competition on price and other factors with other financial institutions; customer acceptance of new products and services; the regulatory environment in which we operate; and general trends in the local, regional and national banking industry and economy as those factors relate to our cost of funds and return on assets. In addition, there are risks inherent in the banking industry relating to collectability of loans and changes in interest rates. Many of these risks, as well as other risks that may have a material adverse impact on our operations and business, are identified Item 1A. Risk Factors, and in our filings with the Securities and Exchange Commission. However, you should be aware that these factors are not an exhaustive list, and you should not assume these are the only factors that may cause our actual results to differ from our expectations. In addition, you should note that we do not intend to update any of the forward-looking statements or the uncertainties that may adversely impact those statements, other than as required by law.

ITEM 1.            BUSINESS
In this document, please note that references to "we", "our", "us", or the "Company" mean Northrim BanCorp, Inc. and its subsidiaries, unless the context suggests otherwise.
General
We are a publicly traded bank holding company headquartered in Anchorage, Alaska.  The Company’s common stock trades on the Nasdaq Global Select Stock Market (“NASDAQ”) under the symbol, “NRIM.”  The Company is regulated by the Board of Governors of the Federal Reserve System.  We began banking operations in Anchorage in December 1990, and formed the Company as an Alaska corporation in connection with our reorganization into a holding company structure; that reorganization was completed effective December 31, 2001.  The Company has grown to be the third largest commercial bank in Alaska and in Anchorage in terms of deposits, with $1.2 billion in total deposits and $1.5 billion in total assets at December 31, 2018.  Through our fifteen banking branches and twelve mortgage origination offices, we are accessible to approximately 90% of the Alaska population.
The Company has three direct wholly-owned subsidiaries:
•
Northrim Bank (the “Bank”), a state chartered, full-service commercial bank headquartered in Anchorage, Alaska.  The Bank is regulated by the Federal Deposit Insurance Corporation (the "FDIC") and the State of Alaska Department of Commerce, Community and Economic Development, Division of Banking, Securities and Corporations.  The Bank has fifteen branch locations in Alaska; eight in Anchorage, one in Wasilla, two in Juneau, one in Fairbanks, one in Ketchikan, one in Sitka, and one in Eagle River.  We also operate a commercial loan production office in Soldotna.We operate in Washington State through Northrim Funding Services (“NFS”), a factoring business that the Bank started in 2004.  We offer a wide array of commercial and consumer loan and deposit products, investment products, and electronic banking services over the Internet;
•
Northrim Investment Services Company (“NISC”) was formed in November 2002. In the first quarter of 2006, through NISC, we purchased an equity interest in Pacific Wealth Advisors, LLC (“PWA”), an investment advisory, trust, and wealth management business located in Seattle, Washington, in which we hold 24% of PWA's total outstanding equity interests. PWA is a holding company that owns Pacific Portfolio Consulting, LLC and Pacific Portfolio Trust Company;

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•
Northrim Statutory Trust 2 (“NST2”), an entity that we formed in December of 2005 to facilitate a trust preferred securities offering by the Company.
The Bank has three direct wholly-owned subsidiaries:
•
Northrim Capital Investments Co. (“NCIC”) is a wholly-owned subsidiary of the Bank, which holds a 100% interest in a residential mortgage holding company, Residential Mortgage Holding Company, LLC (“RML”).  The predecessor of RML, Residential Mortgage, LLC, was formed in 1998 and has twelve offices throughout Alaska.  RML became a wholly-owned subsidiary of NCIC on December 1, 2014. Prior to that, the Company held a 23.5% interest in RML. RML holds a 30% investment in Homestate Mortgage, LLC. In March and December of 2005, NCIC purchased ownership interests totaling 50.1% in Northrim Benefits Group, LLC (“NBG”), an insurance brokerage company that focused on the sale and servicing of employee benefit plans. In August 2017, the Company sold all of its interest in the assets of NBG. 
•
Northrim Building, LLC (“NBL”) is a wholly-owned subsidiary of the Bank that owns and operates the Company’s main office facility at 3111 C Street in Anchorage. 
•
Northrim Building LO, LLC is a wholly-owned subsidiary of the Bank that owns and operates the Company’s community branch facility at 2270 E. 37th Avenue in Anchorage. 
Segments
The Company operates in two primary segments: Community Banking and Home Mortgage Lending. Measures of the revenues, profit or loss, and total assets for each of the Company's segments are included in this report, Item 8. "Financial Statements and Supplementary Data", which is incorporated herein by reference.
Business Strategy
The Company’s primary objective is to become Alaska's most trusted financial institution by adding value for our customers, communities, and shareholders. We aspire to be Alaska's premier bank and employer of choice as a leader in financial expertise, products, and services. We value our state, and we are proud to be Alaskan. We embody Alaska's frontier spirit and values, and we support our communities. We have a sincere appreciation for our customers, and we strive to deliver superior customer first service that is reliable, ethical, and secure. We look for growth opportunities for our customers, our institution, and our employees.
Our strategy is one of value-added growth.  Management believes that calculated, sustainable organic and inorganic market share growth coupled with good asset quality, an appropriate core deposit and capital base, operational efficiency, diversified sources of other operating income, and improved profitability is the most appropriate means of increasing shareholder value.
Our business strategy emphasizes commercial lending products and services through relationship banking with businesses and professional individuals.  Additionally, we are a significant land development and residential construction lender and an active lender in the commercial real estate market in Alaska.  Because of our relatively small size, our experienced senior management team can be more involved with serving customers and making credit decisions, all of which are made in Alaska, allowing us to compete more favorably with larger competitors for business lending relationships.  Our business strategy also emphasizes the origination of a variety of home mortgage loan products, which we sell to the secondary market. We retain servicing for home mortgages that we originate and sell to the Alaska Housing Finance Corporation. We believe that there is opportunity to increase the Company’s loan portfolio, particularly in the commercial portion of the portfolio, in the Company’s current market areas through existing and new customers.
Management believes that our real estate construction and term real estate loan departments have developed a strong level of expertise and will continue to compete favorably in our markets.  We have also dedicated additional resources to our small business lending operations and have targeted the acquisition of new customers in professional fields including physicians, dentists, accountants, and attorneys.  In addition to lending products, in many cases commercial customers also require multiple deposit and affiliate services that add franchise value to the Company.  While we expect that opportunities for growth in 2019 will be muted mainly due to the lower oil prices compared to pre-2014 levels, which has led to a slower economy in Alaska, we believe that these strategies will continue to benefit the Company, and we intend to grow our balance sheet through increasing our market share. The Company benefits from solid capital and liquidity positions, and management believes that this provides a competitive advantage in the current business environment. (See “Liquidity and Capital Resources” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.)

3


The Company’s business strategy also stresses the importance of customer deposit relationships to support its lending activities.  Our guiding principle is to serve our market areas by operating with a “Superior Customer First Service” philosophy, affording our customers the highest priority in all aspects of our operations.  We believe that our successful execution of this philosophy has created a strong core deposit franchise that provides a stable, low cost funding source for expanded growth in all of our lending areas.  We have devoted significant resources to future deposit product development, expansion of electronic services for both personal and business customers, and enhancement of information security related to these services.
In addition to market share growth, a significant aspect of the Company’s business strategy is focused on managing the credit quality of our loan portfolio.  Over the last several years, the Company has allocated more resources to the credit management function of the Bank to provide enhanced financial analysis of our largest, most complex loan relationships to further develop our processes for analyzing and managing various concentrations of credit within the overall loan portfolio, and to develop strategies to improve or collect our existing loans.  Continued success in maintaining or further improving the credit quality of our loan portfolio and managing our level of other real estate owned is a significant aspect of the Company’s strategy for attaining sustainable, long-term market growth to produce increased shareholder value.
Employees
We believe that we provide a high level of customer service. To achieve our objective of providing “Superior Customer First Service”, management emphasizes the hiring and retention of competent and highly motivated employees at all levels of the organization.  Management believes that a well-trained and highly motivated core of employees allows maximum personal contact with customers in order to understand and fulfill customer needs and preferences.  This “Superior Customer First Service” philosophy is combined with our emphasis on personalized, local decision making.  The Company continues to enhance our company-wide employee training program which focuses on Northrim culture, Customer First Service, general sales skills, and various technical areas.
We consider our relations with our employees to be highly satisfactory.  We had 430 full-time equivalent employees at December 31, 2018. None of our employees are covered by a collective bargaining agreement.  Of the 430 full-time equivalent employees, 320 were Community Banking employees and 110 were Home Mortgage Lending employees.
Products and Services
Community Banking
Lending Services: We have an emphasis on commercial and real estate lending.  We also believe we have a significant niche in construction and land development lending in Anchorage, Fairbanks, the Matanuska-Susitna Valley, the Kenai Peninsula, and Southeast Alaska.  (See “Loans” in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.)
Purchase of accounts receivable:  We provide short-term working capital to customers primarily in our Alaska markets as well as Washington, Oregon and some other states by purchasing their accounts receivable through NFS.  In 2019, we expect NFS to continue to penetrate these markets and to continue to contribute to the Company’s profitability.
Deposit Services: Our deposit services include noninterest-bearing checking accounts and interest-bearing time deposits, checking accounts, and savings accounts.  Our interest-bearing accounts generally earn interest at rates established by management based on competitive market factors and management’s desire to increase or decrease certain types or maturities of deposits.  
Several of our deposit services and products are:
•
A money market deposit account;
•
A “Jump-Up” certificate of deposit (“CD”) that allows additional deposits with the opportunity to increase the rate to the current market rate for a similar term CD;
•
 A savings account that is priced like a money market account that allows additional deposits, quarterly withdrawals without penalty, and tailored maturity dates; and
•
Arrangements to courier noncash deposits from our customers to their local Northrim Bank branch. 
Other Services: In addition to our traditional deposit and lending services, we offer our customers several convenience services:  Consumer Online Banking, Mobile App and Mobile Deposit, Mobile Web and Text Banking, Business Online Banking,

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Business Mobile App and Business Mobile Deposit, Personal Finance, Online Documents, Consumer Debit Cards, Business Debit Cards, instantly issued debit cards at account opening, home equity advantage access card, telebanking, and automated teller services.  Other special services include personalized checks at account opening, overdraft protection from a savings account, extended banking hours and commercial drive-up banking at many locations, automatic transfers and payments, People Pay (a peer to peer payment functionality), external transfers, Bill Pay, wire transfers, direct payroll deposit, electronic tax payments, Automated Clearing House origination and receipt, remote deposit capture, account reconciliation and positive pay, merchant services, cash management programs to meet the specialized needs of business customers, annuity products, and long term investment portfolios. 
Other Services Provided Through Affiliates and Former Affiliates Whom We Continue To Work With:  Prior to August of 2017, the Company sold and serviced employee benefit plans for small and medium sized businesses in Alaska through NBG, an insurance brokerage company.  In August 2017, we sold our interest in the assets of NBG, but we have continued our relationship with Acrisure, LLC, who purchased the assets of NBG, through an ongoing referral agreement. Our affiliate PWA provides investment advisory, trust, and wealth management services for customers who are primarily located in the Pacific Northwest and Alaska.  We plan to continue to leverage these affiliate relationships to strengthen our existing customer base and bring new customers into the Bank.
Significant Business Concentrations:    No individual or single group of related accounts is considered material in relation to our total assets or total revenues, or to the total assets, deposits or revenues of the Bank, or in relation to our overall business. Based on classification by North American Industry Classification System ("NAICS"), there are no segments that exceed 10% of portfolio loans, except for real estate (see Note 6, Loans and Credit Quality, of the Notes to Consolidated Financial Statements included in Item 8 of this report for a breakout of real estate loans). In addition to its review of NAICS codes, the Company has also identified concentrations in one specialized industry. We estimate that as of December 31, 2018 approximately 6% of portfolio loans have direct exposure to the oil and gas industry in Alaska. Additionally, approximately 40% of our loan portfolio at December 31, 2018 is attributable to 27 large borrowing relationships. Moreover, our business activities are currently focused primarily in the state of Alaska.  Consequently, our results of operations and financial condition are somewhat dependent upon the general trends in the Alaska economy and, in particular, the residential and commercial real estate markets in Anchorage, Juneau, Fairbanks, the Matanuska-Susitna Valley, Ketchikan, Sitka, and to a lessor extent, the Kenai Peninsula. 
Home Mortgage Lending
Lending Services: The Company originates 1-4 family residential mortgages throughout Alaska which we sell to the secondary market. Residential mortgage choices include several products from the Alaska Housing Finance Corporation including first-time homebuyer, veteran's and rural community programs; Federal Housing Authority, or "FHA" loans; Veterans Affairs, or "VA" loans; Jumbo loans; and various conventional mortgages. The Company retains servicing rights on loans sold to the Alaska Housing Finance Corporation since implementing a new loan servicing program in July 2015.
Alaska Economy
Our growth and operations depend upon the economic conditions of Alaska and the specific markets we serve.  Significant changes in the Alaska economy and the markets we serve eventually could have a positive or negative impact on the Company. Alaska is strategically located on the Pacific Rim, within nine hours by air from 95% of the northern hemisphere, and Anchorage has become a worldwide air cargo and transportation link between the United States and international business in Asia and Europe.  The economy of Alaska is dependent upon natural resource industries.  Key sectors of the Alaska economy are the oil industry, government and military spending, and the fishing, mining, tourism, air cargo, transportation, and construction industries, as well as health services.
The oil industry plays a significant role in the economy of Alaska, and revenues for the State of Alaska are sensitive to the volatility in oil prices.  According to the State of Alaska Department of Revenue, in 2018 approximately 80% of the unrestricted revenues that funded the Alaska state government in the fiscal year ending June 30, 2018 were generated through various taxes and royalties on the oil industry. This is up from approximately 65% in 2017 and 72% in 2016 due to an increase in the price of oil compared to these periods but is still below historical levels. In 2016 and 2017, following a decrease in the price of oil in 2014 and 2015, the State of Alaska used savings from previous years to fund its budget deficits. As oil prices have stabilized at current levels, we believe the level of revenues to support current state government spending continues to be a serious concern. If oil prices remain at their current relatively low levels in the longer term, we anticipate it will be a concern for Alaska's long-term economic growth. However, we believe Alaska's economy is less sensitive to oil price volatility in the short-term than Alaska's state government budget. While state government revenue from oil royalties is immediately and directly impacted by a drop in oil prices, we believe that the large scale and nature of oil wells in Alaska are such that project commitments that currently exist will most likely not be disrupted by short-term price volatility. While we believe that subcontractors who provide oil field services

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and transportation for the large, multi-national companies that produce oil in Alaska experienced a slowdown in revenues in 2017 and 2016 as a result of the decrease in prices, we are encouraged by recent announcements by several oil exploration companies announcing new oil fields on the North Slope and increased exploration activity in 2018 that could lead to future increases in oil production over time.
We believe the long-term growth of the Alaska economy will most likely be determined by large scale natural resource development projects. Several multi-billion dollar projects can potentially advance in the moderate-term.  Some of these projects include copper, gold and molybdenum production at the Donlin mine and continued exploration in the National Petroleum Reserve Alaska and potential oil exploration in the Arctic National Wildlife Refuge. Because of their size, we believe each of these projects faces tremendous challenges.  We believe contentious political decisions need to be made by government regulators, issues need to be resolved in the court system, and multi-billion dollar financial commitments need to be made by the private sector if they are to advance.  If none of these projects moves forward in the next ten years, we believe state revenues will probably continue to decline with falling oil production from older fields on the North Slope of Alaska.  We anticipate the decline in state revenues will likely have a negative effect on Alaska’s economy.
Prior to the decline in oil prices that began in 2014, Alaska's economy had been stronger relative to many other states in the nation, due largely to a natural resources based economy which has benefited from high commodity and energy prices.  As of December 31, 2018, Alaska's Constitutional Budget Reserve was $1.7 billion and the Alaska Permanent Fund had a balance of $61.8 billion.  The Alaska Permanent Fund pays an annual dividend to every eligible Alaskan citizen.  According to a January 18, 2019 press release from the Alaska Department of Labor and Workforce Development, the seasonally adjusted unemployment rates in the United States and Alaska were 6.3% and 3.9%, respectively, in December 2018. Prior to November 2014, the unemployment rate in Alaska had been lower than that of the United States as a whole since 2009.  As general economic conditions in the United States have recovered over the past several years and oil prices have significantly declined, Alaska's unemployment rate now exceeds that of the United States as a whole.  The Alaska Department of Labor predicts a recovery of 1,400 jobs, or an approximately 0.4% increase in total employment in 2019, following job losses of  approximately 0.7% of total employment in 2018 and 1.3% in 2017. While it is an improvement compared to job losses in the last 2 years, the most recent budget proposal by the Governor may result in uncertainty in job growth. The Company anticipates these factors will have an impact on our ability to grow organically in the next few years.
We believe our exposure to the tourism industry, which increased following our acquisition of Alaska Pacific Bancshares, Inc. ("Alaska Pacific") in Southeast Alaska in 2014, diversifies the Company's customer base. We believe this helps mitigate the effect that the decline in natural resource industries, specifically the oil industry, in Alaska has had on the Company's operations. Southeast Alaska is the primary destination for cruise ships that visit Alaska. Based on the latest information from Rain Coast Data, approximately one million cruise ship tourists visited Southeast Alaska in recent years.
A material portion of our loans at December 31, 2018, were secured by real estate located in greater Anchorage, Matanuska-Susitna Valley, Fairbanks, and Southeast Alaska. Twenty-nine percent of our revenue in 2018 was derived from the residential housing market in the form of loan fees and interest on residential construction and land development loans and income from RML as compared to 30% and 36% in 2017 and 2016, respectively.  Real estate values generally are affected by economic and other conditions in the area where the real estate is located, fluctuations in interest rates, changes in tax and other laws, and other matters outside of our control. A decline in real estate values in the greater Anchorage, Matanuska-Susitna Valley, Fairbanks, and Southeast Alaska areas could significantly reduce the value of the real estate collateral securing our real estate loans and could increase the likelihood of defaults under these loans. At December 31, 2018, $342.4 million, or 35%, of our loan portfolio was represented by commercial loans in Alaska.  
Alaska’s residents are not subject to any state income or state sales taxes.  For over 30 years, Alaska residents have received annual distributions payable in October of each year from the Alaska Permanent Fund Corporation, which is supported by royalties from oil production.  The distribution was $1,600 per eligible resident in 2018 for an aggregate distribution of approximately $726 million.  The Anchorage Economic Development Corporation estimates that, for most Anchorage households, distributions from the Alaska Permanent Fund Corporation exceed other Alaska taxes to which those households are subject (primarily real estate taxes).

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Competition
We operate in a highly competitive and concentrated banking environment.  We compete not only with other commercial banks, but also with many other financial competitors, including credit unions (including Alaska USA Federal Credit Union, one of the nation’s largest credit unions), finance companies, mortgage banks and brokers, securities firms, insurance companies, private lenders, and other financial intermediaries, many of which have a state-wide or regional presence, and in some cases, a national presence.  Many of our competitors have substantially greater resources and capital than we do and offer products and services that are not offered by us.  Our non-bank competitors also generally operate under fewer regulatory constraints, and in the case of credit unions, are not subject to income taxes.  We estimate that credit unions in Alaska have a 44% share of total deposits held in banks and credit unions in the state as of June 30, 2018.  Changes in credit union regulations have eliminated the “common bond” of membership requirement and liberalized their lending authority to include business and real estate loans on par with commercial banks.  The differences in resources and regulation may make it harder for us to compete profitably, to reduce the rates that we can earn on loans and investments, to increase the rates we must offer on deposits and other funds, and adversely affect our financial condition and earnings.
As our industry becomes increasingly dependent on and oriented toward technology-driven delivery systems, permitting transactions to be conducted via a computer or wireless device, non-bank institutions are able to attract funds and provide lending and other financial services even without offices located in our primary service area. Some insurance companies and brokerage firms compete for deposits by offering rates that are higher than may be appropriate for the Company in relation to its asset and liability management objectives.  However, we offer a wide array of deposit products and services and believe we can compete effectively through relationship based pricing and effective delivery of “Superior Customer First Service”. We also compete with full service investment firms for non-bank financial products and services offered by PWA and through retail investment advisory services and annuity investment products that we offer through a third-party vendor.
Currently, there are seven commercial banks operating in Alaska.  At June 30, 2018, the date of the most recently available information, Northrim Bank had approximately an 11% share of the Alaska commercial bank deposits, 15% in the Anchorage area, 14% in Juneau, 12% in Sitka, 11% in Matanuska-Susitna, 6% in Fairbanks, and 5% in Ketchikan.
The following table sets forth market share data for the commercial banks and credit unions having a presence in Alaska as of June 30, 2018, the most recent date for which comparative deposit information is available.
Financial institution
Number of branches
Total deposits (in thousands)
Market share of total financial institution deposits
Market share of total bank deposits
Northrim Bank(1)
14(3)

$1,222,336

6
%
11
%
Wells Fargo Bank Alaska(1)
47
5,977,132

28
%
50
%
First National Bank Alaska(1)
28
2,413,401

11
%
20
%
Key Bank(1)
15
1,206,420

6
%
10
%
First Bank(1)
9
504,670

2
%
4
%
Mt. McKinley Bank(1)
5
324,165

2
%
3
%
Denali State Bank(1)
5
260,068

1
%
2
%
Total bank branches
123

$11,908,192

56
%
100
%
Credit unions(2)
98

$9,278,777

44
%
NA

Total financial institution branches
221

$21,186,969

100
%
100
%
 (1) FDIC Summary of Deposits as of June 30, 2018.
 (2) SNL Financial Deposit Market Share Summary as of June 30, 2018.
 (3) Additional branch opened subsequent to June 30, 2018.




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Supervision and Regulation
The Company is a bank holding company within the meaning of the Bank Holding Company Act of 1956 (the “BHC Act”) registered with and subject to examination by the Board of Governors of the Federal Reserve System (the “FRB”).  The Company’s bank subsidiary is an Alaska-state chartered commercial bank and is subject to examination, supervision, and regulation by the Alaska Department of Commerce, Community and Economic Development, Division of Banking, Securities and Corporations (the “Division”).  The FDIC insures Northrim Bank’s deposits and also examines, supervises, and regulates Northrim Bank. The Company’s affiliated investment advisory and wealth management company, Pacific Portfolio Consulting, LLC, is subject to and regulated under the Investment Advisors Act of 1940 and applicable state investment advisor rules and regulations.  The Company’s affiliated trust company, Pacific Portfolio Trust Company, is regulated as a non-depository trust company under the trust company laws of the State of Washington and is subject to supervision and examination by the Department of Financial Institutions of Washington State.
The Company’s earnings and activities are affected, among other things, by legislation, by actions of the FRB, the Division, the FDIC and other regulators, by local legislative and administrative bodies, and decisions of courts.  These include limitations on the ability of Northrim Bank to pay dividends to the Company, numerous federal and state consumer protection laws imposing requirements on the making, enforcement, and collection of consumer loans, and restrictions on and regulation of the sale of mutual funds and other uninsured investment products to customers.
Regulation of banks and the financial services industry has been undergoing major changes in recent years, including the enactment in 2010 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”).  The Dodd-Frank Act significantly modifies and expands legal and regulatory requirements imposed on banks and other financial institutions.  
The Dodd-Frank Act has significantly affected Northrim Bank and its business and operations. The Dodd-Frank Act permanently increased the maximum amount of deposit insurance coverage to $250,000 per depositor and deposit insurance assessments paid by Northrim Bank are now based on Northrim Bank’s total assets.  Other Dodd-Frank Act changes include: (i) tightened capital requirements for Northrim Bank and the Company; (ii) new requirements on parties engaged in residential mortgage origination, brokerage, lending and securitization; (iii) expanded restrictions on affiliate and insider transactions; (iv) enhanced restrictions on management compensation and related governance procedures; (v) creation of a federal Consumer Financial Protection Bureau with broad authority to regulate consumer financial products and services; and (vi) restrictions and prohibitions on the ability of banking entities to engage in proprietary trading and to invest in or have certain relationships with hedge funds and private equity funds.
The Trump administration and various members of Congress from time to time have expressed a desire to modify or repeal parts of the Dodd-Frank Act. We cannot predict whether any modification or repeal will be enacted or, if so, any effect they would have on our business, operation or financial condition or on the financial services industry in general.    
The Gramm-Leach-Bliley Act (the “GLB Act”), which was enacted in 1999, allows bank holding companies to elect to become financial holding companies, subject to certain regulatory requirements.  In addition to the activities previously permitted bank holding companies, financial holding companies may engage in non-banking activities that are financial in nature, such as securities, insurance, and merchant banking activities, subject to certain limitations.  The Company could utilize this structure to accommodate an expansion of its products and services in the future.
Bank holding companies, such as the Company, are subject to a variety of restrictions on the activities in which they can engage and the acquisitions they can make. The activities or acquisitions of bank holding companies, such as the Company, that are not financial holding companies, are limited to those which constitute banking, managing or controlling banks or which are closely related activities.  A bank holding company is required to obtain the prior approval of the FRB for the acquisition of more than 5% of the outstanding shares of any class of voting securities or substantially all of the assets of any bank or bank holding company.  Nonbank acquisitions and activities of a bank holding company are also generally limited to the acquisition of up to 5% of the outstanding shares of any class of voting securities of a company unless the FRB has previously determined that the nonbank activities are closely related to banking, or prior approval is obtained from the FRB.
The GLB Act also included extensive consumer privacy provisions.  These provisions, among other things, require full disclosure of the Company’s privacy policy to consumers and mandate offering the consumer the ability to “opt out” of having non-public personal information disclosed to third parties.  Pursuant to these provisions, the federal banking regulators adopted privacy regulations.  As a result of the Dodd-Frank Act, the rule-making authority for the privacy provisions of the GLB Act has been transferred to the CFPB. In addition, the states are permitted to adopt more extensive privacy protections through legislation or regulation.

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There are various legal restrictions on the extent to which a bank holding company and certain of its nonbank subsidiaries can borrow or otherwise obtain credit from their banking subsidiaries or engage in certain other transactions with or involving those banking subsidiaries.  With certain exceptions, federal law imposes limitations on, and requires collateral for, extensions of credit by insured depository institutions, such as Northrim Bank, to their non-bank affiliates, such as the Company. In addition, new capital rules may affect the Company's ability to pay dividends.
Subject to certain limitations and restrictions, a bank holding company, with prior approval of the FRB, may acquire an out-of-state bank.  Banks in states that do not prohibit out-of-state mergers may merge with the approval of the appropriate federal banking agency. A state bank may establish a de novo branch out of state if such branching is permitted by the other state for state banks chartered by such other state. 
Among other things, applicable federal and state statutes and regulations which govern a bank’s activities relate to minimum capital requirements, required reserves against deposits, investments, loans, legal lending limits, mergers and consolidations, borrowings, issuance of securities, payment of dividends, establishment of branches and other aspects of its operations.  The Division and the FDIC also have authority to prohibit banks under their supervision from engaging in what they consider to be unsafe or unsound practices.
There also are certain limitations on the ability of the Company to pay dividends to its shareholders.  It is the policy of the FRB that bank holding companies should pay cash dividends on common stock only out of net income available over the past year and only if the prospective rate of earnings retention is consistent with the organization’s current and expected future capital needs, asset quality and overall financial condition.  The policy provides that bank holding companies should not maintain a level of cash dividends that undermines a bank holding company’s ability to serve as a source of strength to its banking subsidiaries. Additionally, the Alaska Corporations Code generally prohibits the Company from making any distributions to the Company's shareholders unless the amount of the retained earnings of the Company immediately before the distribution equals or exceeds the amount of the proposed distribution. The Alaska Corporations Code also prohibits the Company from making any distribution to the Company's shareholders if the Company or a subsidiary of the Company making the distribution is, or as a result of the distribution would be, likely to be unable to meet its liabilities as they mature. Under Alaska law, the Bank is not permitted to pay or declare a dividend in an amount greater than its undivided profits.
Various federal and state statutory provisions also limit the amount of dividends that subsidiary banks can pay to their holding companies without regulatory approval.  The FDIC or the Division could take the position that paying a dividend would constitute an unsafe or unsound banking practice. In addition, new capital rules may affect the Bank's ability to pay dividends.
Under longstanding FRB policy and under the Dodd-Frank Act, a bank holding company is required to act as a source of financial strength for its subsidiary banks.  The Company could be required to commit resources to its subsidiary banks in circumstances where it might not do so, absent such requirement.
Both the Company and the Bank are required to maintain minimum levels of regulatory capital. In July 2013, federal banking regulators (including the FDIC and the FRB) adopted new capital requirement rules (the “Rules”). The Rules apply to both depository institutions (such as the Bank) and their holding companies (such as the Company). The Rules reflect, in part, certain standards initially adopted by the Basel Committee on Banking Supervision in December 2010 (which standards are commonly referred to as “Basel III”) as well as requirements contemplated by the Dodd-Frank Act. The Rules have applied to both the Company and the Bank since the beginning of 2015.
The Rules recognize three types, or tiers, of capital: common equity Tier 1 capital, additional Tier 1 capital and Tier 2 capital. Common equity Tier 1 capital generally consists of retained earnings and common stock instruments (subject to certain adjustments), as well as accumulated other comprehensive income ("AOCI"), except to the extent that the Company and the Bank exercise a one-time irrevocable option to exclude certain components of AOCI. Additional Tier 1 capital generally includes noncumulative perpetual preferred stock and related surplus subject to certain adjustments and limitations. Tier 2 capital generally includes certain capital instruments (such as subordinated debt) and portions of the amounts of the allowance for loan and lease losses, subject to certain requirements and deductions. The term "Tier 1 capital" means common equity Tier 1 capital plus additional Tier 1 capital, and the term "total capital" means Tier 1 capital plus Tier 2 capital.
The Rules generally measure an institution's capital using four capital measures or ratios. The common equity Tier 1 capital ratio is the ratio of the institution's common equity Tier 1 capital to its total risk-weighted assets. The Tier 1 capital ratio is the ratio of the institution's total Tier 1 capital to its total risk-weighted assets. The total capital ratio is the ratio of the institution's total capital to its total risk-weighted assets. The leverage ratio is the ratio of the institution's Tier 1 capital to its average total consolidated assets. To determine risk-weighted assets, assets of an institution are generally placed into a risk category and given a percentage weight based on the relative risk of that category. The percentage weights range from 0% to 1,250%. An asset's risk-

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weighted value will generally be its percentage weight multiplied by the asset's value as determined under generally accepted accounting principles. In addition, certain off-balance-sheet items are converted to balance-sheet credit equivalent amounts, and each amount is then assigned to one of the risk categories. An institution's federal regulator may require the institution to hold more capital than would otherwise be required under the Rules if the regulator determines that the institution's capital requirements under the Rules are not commensurate with the institution's credit, market, operational or other risks.    
Both the Company and the Bank are required to have a common equity Tier 1 capital ratio of 4.5% as well as a Tier 1 leverage ratio of 4.0%, a Tier 1 risk-based ratio of 6.0% and a total risk-based ratio of 8.0%. In addition to the preceding requirements, both the Company and the Bank are required to have a “conservation buffer,” consisting of common equity Tier 1 capital, which is at least 2.5% above each of the preceding common equity Tier 1 capital ratio, the Tier 1 risk-based ratio and the total risk-based ratio. An institution that does not meet the conservation buffer will be subject to restrictions on certain activities including payment of dividends, stock repurchases and discretionary bonuses to executive officers.
The Rules set forth the manner in which certain capital elements are determined, including but not limited to, requiring certain deductions related to mortgage servicing rights and deferred tax assets. When the federal banking regulators initially proposed new capital rules in 2012, the rules would have phased out trust preferred securities as a component of Tier 1 capital. As finally adopted, however, the Rules permit holding companies with less than $15 billion in total assets as of December 31, 2009 (which includes the Company) to continue to include trust preferred securities issued prior to May 19, 2010 in Tier 1 capital, generally up to 25% of other Tier 1 capital.
The Rules made changes in the methods of calculating certain risk-based assets, which in turn affects the calculation of risk- based ratios. Higher or more sensitive risk weights are assigned to various categories of assets, among which are commercial real estate, credit facilities that finance the acquisition, development or construction of real property, certain exposures or credits that are 90 days past due or are nonaccrual, foreign exposures, certain corporate exposures, securitization exposures, equity exposures and in certain cases mortgage servicing rights and deferred tax assets.
Both the Company and the Bank were required to begin compliance with the Rules on January 1, 2015. The conservation buffer started to be phased in beginning in 2016 took full effect on January 1, 2019. Certain calculations under the Rules will also have phase-in periods. We believe that the current capital levels of the Company and the Bank are in compliance with the standards under the Rules including the conservation buffer.
Following the enactment of certain federal legislation in 2018, the federal banking regulators (including the FDIC and FRB) have proposed a rule intended to simplify capital rules for certain community banks and their holding companies. Qualifying community banking organizations could elect to be under a new capital requirement rather than the current capital framework. To be eligible to make this election, the community banking organization would have to have less than $10 billion in assets, have a community bank leverage ratio of at least 9.00% and meet certain other criteria (including limits on off-balance sheet exposures, trading assets and liabilities, mortgage servicing assets, and deferred tax assets). The community bank leverage ratio would generally be the ratio of the organization's total bank equity capital to average assets, subject to certain adjustments. The intent of the proposal is to simplify but not weaken capital requirements for qualifying community banks.
In addition to the minimum capital standards, the federal banking agencies have issued regulations to implement a system of "prompt corrective action." These regulations apply to the Bank but not the Company. The regulations establish five capital categories; under the Rules, a bank generally is:
“well capitalized” if it has a total risk-based capital ratio of 10.0% or more, a Tier 1 risk-based capital ratio of 8.0% or more, a common equity Tier 1 risk-based ratio of 6.5% or more, and a leverage capital ratio of 5.0% or more, and is not subject to any written agreement, order or capital directive to meet and maintain a specific capital level for any capital measure;

“adequately capitalized” if it has a total risk-based capital ratio of 8.0% or more, a Tier 1 risk-based capital ratio of 6.0% or more, a common equity Tier 1 risk-based ratio of 4.5% or more, and a leverage capital ratio of 4.0% or more;

“undercapitalized” if it has a total risk-based capital ratio less than 8.0%, a Tier 1 risk-based capital ratio less than 6.0%, a common equity risk-based ratio less than 4.5% or a leverage capital ratio less than 4.0%;


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“significantly undercapitalized” if it has a total risk-based capital ratio less than 6.0%, a Tier 1 risk-based capital ratio less than 4.0%, a common equity risk-based ratio less than 3.0% or a leverage capital ratio less than 3.0%; and

“critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%.

A bank that, based upon its capital levels, is classified as “well capitalized,” “adequately capitalized” or “undercapitalized” may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for a hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment.

At each successive lower capital category, a bank is subject to increasing supervisory restrictions. For example, being “adequately capitalized” rather than “well-capitalized” affects a bank’s ability to accept brokered deposits without the prior approval of the FDIC, and may cause greater difficulty obtaining retail deposits.  Banks in the “adequately capitalized” classification may have to pay higher interest rates to continue to attract those deposits, and higher deposit insurance rates for those deposits. This status also affects a bank’s eligibility for a streamlined review process for acquisition proposals.
Management intends to maintain capital ratios for the Bank in 2019 that exceed the FDIC’s requirements for the “well-capitalized” capital requirement classification.  The dividends that the Bank pays to the Company will be limited to the extent necessary for the Bank to meet the regulatory requirements of a “well-capitalized” bank. 
The capital ratios for the Company exceed those for the Bank primarily because the trust preferred securities offerings that the Company completed in the second quarter of 2003 and in the fourth quarter of 2005 are included in the Company’s capital for regulatory purposes, although they are accounted for as a liability in its consolidated financial statements.  The trust preferred securities are not accounted for on the Bank’s financial statements nor are they included in its capital (although the Company did contribute to the Bank a portion of the cash proceeds from the sale of those securities).  The Company redeemed $8 million trust preferred securities in August 2017. As a result, the Company has $10 million more in regulatory capital than the Bank at December 31, 2018 and 2017, respectively, which explains most of the difference in the capital ratios for the two entities.
The Bank is required to file periodic reports with the FDIC and the Division and is subject to periodic examinations and evaluations by those regulatory authorities.  These examinations must be conducted every 12 months, except that certain “well-capitalized” banks may be examined every 18 months.  The FDIC and the Division may each accept the results of an examination by the other in lieu of conducting an independent examination. 
In the liquidation or other resolution of a failed insured depository institution, claims for administrative expenses (including certain employee compensation claims) and deposits are afforded a priority over other general unsecured claims, including non-deposit claims, and claims of a parent company such as the Company. Such priority creditors would include the FDIC, which succeeds to the position of insured depositors to the extent it has made payments to such depositors.    
The Company is also subject to the information, proxy solicitation, insider trading restrictions and other requirements of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act of 1934”), including certain requirements under the Sarbanes-Oxley Act of 2002.
Northrim Bank is subject to the Community Reinvestment Act of 1977 (“CRA”).  The CRA requires that Northrim Bank help meet the credit needs of the communities it serves, including low and moderate income neighborhoods, consistent with the safe and sound operation of the institution.  The FDIC assigns one of four possible ratings to Northrim Bank’s CRA performance and makes the rating and the examination reports publicly available.  The four possible ratings are outstanding, satisfactory, needs to improve and substantial noncompliance.  A financial institution’s CRA rating can affect an institution’s future business.  For example, a federal banking agency will take CRA performance into consideration when acting on an institution’s application to establish or move a branch, to merge or to acquire assets or assume liabilities of another institution. In its most recent CRA examination, Northrim Bank received a “Satisfactory” rating from the FDIC.
The Company is also subject to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”).  Among other things, the USA PATRIOT Act requires the Company and the Bank to adopt and implement specific policies and procedures designed to prevent and defeat money laundering. Management believes the Company is in compliance with the USA PATRIOT Act as in effect on December 31, 2018.

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In addition, the Company and its affiliates are subject to a broad array of financial and state consumer protection laws and regulations. Among other things, these laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions deal with their customers.
Available Information
The Company’s annual report on Form 10-K and quarterly reports on Form 10-Q, as well as its current reports on Form 8-K and proxy statement filings (and all amendments thereto), which are filed with the Securities and Exchange Commission (“SEC”), are accessible free of charge at our website at http://www.northrim.com as soon as reasonably practicable after filing with the SEC.  By making this reference to our website, the Company does not intend to incorporate into this report any information contained in the website. The website should not be considered part of this report.
The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC.
ITEM 1A.            RISK FACTORS
An investment in the Company’s common stock is subject to risks inherent to the Company’s business.  The material risks and uncertainties that management believes affect the Company are described below.  Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report.  The risks and uncertainties described below are not the only ones facing the Company.  Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Company’s business operations.  This report is qualified in its entirety by these risk factors.
If any of the following risks actually occur, the Company’s financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of the Company’s common stock could decline significantly, and you could lose all or part of your investment.
Current economic conditions in the State of Alaska pose significant challenges for us and could adversely affect our financial condition and results of operations.
We are operating in an uncertain economic environment. The decrease in the price of oil which began in 2014 has led to a significant deficit in the budget for the State of Alaska, and we believe that absent action by the Alaska state legislature, these deficits are expected to exhaust cash savings of the state in the near term. In the longer term, relatively low oil prices are expected to negatively impact the overall economy in Alaska on a larger scale as we estimate that one third of the Alaskan economy is related to oil. Financial institutions continue to be affected by changing conditions in the real estate and financial markets, along with an arduous regulatory climate. Dramatic declines in the United States housing market from 2008 through 2012, with falling home prices and increasing foreclosures and unemployment, resulted in significant writedowns of asset values by financial institutions. While conditions have improved nationally, a return to a recessionary economy could result in financial stress on our borrowers that would adversely affect our financial condition and results of operations. Deteriorating conditions in the regional economies of Anchorage, Matanuska-Susitna Valley, Fairbanks, and the Southeast areas of Alaska served by the Company could drive losses beyond that which is provided for in our allowance for loan losses. We may also face the following risks in connection with events:
▪
Ineffective monetary policy could cause rapid changes in interest rates and asset values that would have a materially adverse impact on our profitability and overall financial condition.
▪
Market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, resulting in increased delinquencies and default rates on loans and other credit facilities.
▪
Regulatory scrutiny of the industry could increase, leading to harsh regulation of our industry that could lead to a higher cost of compliance, limit our ability to pursue business opportunities and increase our exposure to the judicial system and the plaintiff’s bar.
▪
Erosion in the fiscal condition of the U.S. Treasury could lead to new taxes that would limit the ability of the Company to pursue growth and return profits to shareholders.
If these conditions or similar ones develop, we could experience adverse effects on our financial condition and results of operations.

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Our concentration of operations in the Anchorage, Matanuska-Susitna Valley, Fairbanks and Southeast areas of Alaska makes us more sensitive to downturns in those areas.
Substantially all of our business is derived from the Anchorage, Matanuska-Susitna Valley, Fairbanks, and Southeast areas of Alaska.  The majority of our lending has been with Alaska businesses and individuals.   At December 31, 2018, approximately 73% of the Bank’s loans are secured by real estate and 2% are unsecured. Approximately 25% are for general commercial uses, including professional, retail, and small businesses, and are secured by non-real estate assets.  Repayment is expected from the borrowers’ cash flow or, secondarily, the collateral.   Our exposure to credit loss, if any, is the outstanding amount of the loan if the collateral is proved to be of no value.  These areas rely primarily upon the natural resources industries, particularly oil production, as well as tourism and government and U.S. military spending for their economic success.  In particular, the oil industry plays a significant role in the Alaskan economy. We estimate that one third of Alaska's gross state product is currently derived from the oil industry.
Our business is and will remain sensitive to economic factors that relate to these industries and local and regional business conditions.  As a result, local or regional economic downturns, or downturns that disproportionately affect one or more of the key industries in regions served by the Company, may have a more pronounced effect upon our business than they might on an institution that is less geographically concentrated.  The extent of the future impact of these events on economic and business conditions cannot be predicted; however, prolonged or acute fluctuations could have a material and adverse impact upon our financial condition and results of operation.
Changes in market interest rates could adversely impact the Company. 
Our earnings are impacted by changing interest rates.  Changes in interest rates affect the demand for new loans, the credit profile of existing loans, the rates received on loans and securities, and rates paid on deposits and borrowings. These impacts may negatively impact our ability to attract deposits, make loans, and achieve satisfactory interest rate spreads, which could adversely affect our financial condition or results of operations. In particular, increases in interest rates will likely reduce RML’s revenues by further reducing the market for refinancings, as well as the demand for RML’s other residential loan products. Additionally, increases in interest rates may impact our borrowers' ability to make loan payments, particularly in our commercial loan portfolio.
     Interest rates may be affected by many factors beyond our control, including general and economic conditions and the monetary and fiscal policies of various governmental and regulatory authorities. Since December 2015, the RB has increased short-term interest rates eight times and may consider additional rate increases in 2019. Market volatility in interest rates can be difficult to predict, as unexpected interest rate changes may result in a sudden impact while anticipated changes in interest rates generally impact the mortgage rate market prior to the actual rate change.  Exposure to interest rate risk is managed by monitoring the repricing frequency of our rate-sensitive assets and rate-sensitive liabilities over any given period.  Although we believe the current level of interest rate sensitivity is reasonable, significant fluctuations in interest rates could potentially have an adverse effect on our business, financial condition and results of operations.
We operate in a highly regulated environment and changes of or increases in banking or other laws and regulations or governmental fiscal or monetary policies could adversely affect us.
We are subject to extensive regulation, supervision and examination by federal and state banking authorities.  In addition, as a publicly-traded company, we are subject to regulation by the SEC and NASDAQ.  Any change in applicable regulations or federal or state legislation or in policies or interpretations or regulatory approaches to compliance and enforcement, income tax laws and accounting principles could have a substantial impact on us and our operations.  Changes in laws and regulations may also increase our expenses by imposing additional fees or taxes or restrictions on our operations.  Additional legislation and regulations that could significantly affect our authority and operations may be enacted or adopted in the future, which could have a material adverse effect on our financial condition and results of operations.  Failure to appropriately comply with any such laws, regulations or principles could result in sanctions by regulatory agencies or damage to our reputation, all of which could adversely affect our business, financial condition or results of operations.
In that regard, the Dodd-Frank Act was enacted in July 2010.  Among other provisions, the Dodd-Frank Act created a new Consumer Financial Protection Bureau with broad powers to regulate consumer financial products such as credit cards and mortgages, created a Financial Stability Oversight Council comprised of the heads of other regulatory agencies, has resulted in new capital requirements from federal banking agencies, placed new limits on electronic debt card interchange fees, and requires banking regulators, the SEC and national stock exchanges to adopt significant new corporate governance and executive compensation reforms.  

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Certain provisions of these new rules have phase-in periods, including a 2.5% conservation buffer, which began to be phased-in in 2016 and took full effect on January 1, 2019. Further, regulators have significant discretion and authority to prevent or remedy practices that they deem to be unsafe or unsound, or violations of laws or regulations by financial institutions and holding companies in the performance of their supervisory and enforcement duties.  These powers have been utilized more frequently in recent years due to the serious national economic conditions that faced the financial system in late 2008 and early 2009.  The exercise of regulatory authority may have a negative impact on our financial condition and results of operations. Additionally, our business is affected significantly by the fiscal and monetary policies of the U.S. federal government and its agencies, including the FRB.
We cannot accurately predict the full effects of recent or future legislation or the various other governmental, regulatory, monetary and fiscal initiatives which have been and may be enacted on the financial markets and on the Company.  The terms and costs of these activities could materially and adversely affect our business, financial condition, results of operations and the trading price of our common stock.
We are subject to more stringent capital and liquidity requirements which may adversely affect our net income and future growth.
In July 2013, the FRB and the FDIC announced the new capital rules, which apply to both depository institutions and (subject to certain exceptions not applicable to the Company) their holding companies.  As described in further detail above in “Item 1 Business - Supervision and Regulation” these rules created increased capital requirements for United States depository institutions and their holding companies. These rules include risk-based and leverage capital ratio requirements, which became effective on January 1, 2015. These rules also revise the prompt corrective action framework, which is designed to place restrictions on insured depository institutions, including the Bank, if their capital levels do not meet certain thresholds. These revisions also became effective January 1, 2015. 
Our failure to comply with the minimum capital requirements could result in our regulators taking formal or informal actions against us which could restrict our future growth or operations.     
Our information systems or those of our third party vendors may be subject to an interruption or breach in security, including as a result of cyber attacks.
The Company’s technologies, systems, networks and software, and those of other financial institutions have been, and are likely to continue to be, the target of cybersecurity threats and attacks, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us. These cybersecurity threats and attacks may include, but are not limited to, breaches, unauthorized access, misuse, malicious code, computer viruses and denial of service attacks that could result in unauthorized access, misuse, loss or destruction of data (including confidential customer information), account takeovers, unavailability of service or other events. These types of threats may result from human error, fraud or malice on the part of external or internal parties, or from accidental technological failure. Further, to access our products and services our customers may use computers and mobile devices that are beyond our security control systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.
Our business requires the collection and retention of large volumes of customer data, including payment card numbers and other personally identifiable information in various information systems that we maintain and in those maintained by third parties with whom we contract to provide data services. We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations. The integrity and protection of that customer and company data is important to us. As customer, public, legislative and regulatory expectations and requirements regarding operational and information security have increased, our operations systems and infrastructure must continue to be safeguarded and monitored for potential failures, disruptions and breakdowns.
Our customers and employees have been, and will continue to be, targeted by parties using fraudulent e-mails and other communications in attempts to misappropriate passwords, payment card numbers, bank account information or other personal information or to introduce viruses or other malware through “trojan horse” programs to our customers’ computers. These communications may appear to be legitimate messages sent by the Bank or other businesses, but direct recipients to fake websites operated by the sender of the e-mail or request that the recipient send a password or other confidential information via e-mail or download a program. Despite our efforts to mitigate these threats through product improvements, use of encryption and authentication technology to secure online transmission of confidential consumer information, and customer and employee education, such attempted frauds against us or our merchants and our third party service providers remain a serious issue. The pervasiveness of cyber security incidents in general and the risks of cyber-crime are complex and continue to evolve. In light of

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several recent high-profile data breaches involving customer personal and financial information, we believe the potential impact of a cyber security incident involving the Company, any exposure to consumer losses and the cost of technology investments to improve security could cause customer and/or Bank losses, damage to our brand, and increase our costs.
Although we make significant efforts to maintain the security and integrity of our information systems and have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well-protected information, networks, systems and facilities remain potentially vulnerable because attempted security breaches, particularly cyber-attacks and intrusions, or disruptions will occur in the future, and because the techniques used in such attempts are constantly evolving and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is virtually impossible for us to entirely mitigate this risk. A security breach or other significant disruption could: disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our customers;  result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of confidential, sensitive or otherwise valuable information of ours or our customers, including account numbers and other financial information; result in a violation of applicable privacy, data breach and other laws, subjecting the Bank to additional regulatory scrutiny and exposing the Bank to civil litigation, governmental fines and possible financial liability; require significant management attention and resources to remedy the damages that result; or harm our reputation or cause a decrease in the number of customers that choose to do business with us or reduce the level of business that our customers do with us. The occurrence of any such failures, disruptions or security breaches could have a negative impact on our financial condition and results of operations.    
A failure in or breach of the Company's operational systems, information systems, or infrastructure, or those of the Company's third party vendors and other service providers,may result in financial losses, or loss of customers.
The Company relies heavily on communications and information systems to conduct our business. In addition, we rely on third parties to provide key components of our infrastructure, including the processing of sensitive consumer and business customer data, internet connections, and network access. These types of information and related systems are critical to the operation of our business and essential to our ability to perform day-to-day operations, and, in some cases, are critical to the operations of many of our customers. These third parties with which the Company does business or that facilitate our business activities, including exchanges, financial intermediaries or vendors that provide services or security solutions for our operations, could also be sources of operational and information security risk to us, including breakdowns or failures of their own systems or capacity constraints. Although the Company has implemented safeguards and business continuity plans, our business operations may be adversely affected by significant and widespread disruption to our physical infrastructure or operating systems that support our business and our customers, resulting in financial losses or loss of customers.
Our business is highly reliant on third party vendor.
We rely on third parties to provide services that are integral to our operations. These vendors provide services that support our operations, including the storage and processing of sensitive consumer and business customer data. The loss of these vendor relationships, or a failure of these vendors' systems, could disrupt the services we provide to our customers and cause us to incur significant expense in connection with replacing these services.
We continually encounter technological change, and we may have fewer resources than many of our competitors to continue to invest in technological improvements.
The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success will depend, in part, upon our ability to address the needs of our clients by using technology to provide products and services that will satisfy client demands for convenience, as well as to create additional efficiencies in our operations. Many national vendors provide turn-key services to community banks, such as Internet banking and remote deposit capture that allow smaller banks to compete with institutions that have substantially greater resources to invest in technological improvements. We may not be able, however, to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

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     Residential mortgage lending is a market sector that experiences significant volatility and is influenced by many factors beyond our control.
The Company earns revenue from the residential mortgage lending activities primarily in the form of gains on the sale of mortgage loans that we originate and sell to the secondary market.  Residential mortgage lending in general has experienced substantial volatility in recent periods primarily due to changes in interest rates and other market forces beyond our control. Interest rate changes, such as rate increases implemented by the FRB, may result in lower rate locks and closed loan volume, which may adversely impact the earnings and results of operations of RML. In addition, an increase in interest rates may materially and adversely affect our future loan origination volume and margins.
If we do not comply with the agreements governing servicing of loans or if others allege non-compliance, our business and results of operations may be harmed.
We have contractual obligations under the servicing agreements pursuant to which we service mortgage loans. Many of our servicing agreements require adherence to general servicing standards, and certain contractual provisions delegate judgment over various servicing matters to us. Our servicing practices, and the judgments that we make in our servicing of loans, could be questioned by parties to these agreements. We could also become subject to litigation claims seeking damages or other remedies arising from alleged breaches of our servicing agreements. 
Additionally, under our loan servicing program we retain servicing rights on mortgage loans originated by RML and sold to the Alaska Housing Finance Corporation. If we breach any of the representations and warranties in our servicing agreements with the Alaska Housing Finance Corporation, we may be required to repurchase any loan sold under this program and record a loss upon repurchase and/or bear any subsequent loss on the loan. We may not have any remedies available to us against third parties for such losses, or the remedies might not be as broad as the remedies available to the Alaska Housing Finance Corporation against us.
Certain hedging strategies that we use to mange interest rate risk may be ineffective to offset any adverse changes in the fair value of these assets due to changes in interest rates and market liquidity.
We use derivative instruments to economically hedge the interest rate risk in our residential mortgage loan commitments. Our hedging strategies are susceptible to prepayment risk, basis risk, market volatility and changes in the shape of the yield curve, among other factors. In addition, hedging strategies rely on assumptions and projections regarding assets and general market factors. If these assumptions and projections prove to be incorrect or our hedging strategies do not adequately mitigate the impact of changes in interest rates, we may incur losses that would adversely impact our financial condition and results of operations.
Our loan loss allowance may not be adequate to cover future loan losses, which may adversely affect our earnings.
We have established a reserve for probable losses we expect to incur in connection with loans in our credit portfolio. This allowance reflects our estimate of the collectability of certain identified loans, as well as an overall risk assessment of total loans outstanding.  Our determination of the amount of loan loss allowance is highly subjective; although management personnel apply criteria such as risk ratings and historical loss rates; these factors may not be adequate predictors of future loan performance.  Accordingly, we cannot offer assurances that these estimates ultimately will prove correct or that the loan loss allowance will be sufficient to protect against losses that ultimately may occur.  If our loan loss allowance proves to be inadequate, we may suffer unexpected charges to income, which would adversely impact our results of operations and financial condition.  Moreover, bank regulators frequently monitor banks' loan loss allowances, and if regulators were to determine that the allowance is inadequate, they may require us to increase the allowance, which also would adversely impact our financial condition and results of operations.
We have a significant concentration in real estate lending. A downturn in real estate within our markets would have a negative impact on our results of operations. 
Approximately 73% of the Bank’s loan portfolio at December 31, 2018 consisted of loans secured by commercial and residential real estate located in Alaska. Additionally, all of the Company's loans held for sale are secured by residential real estate. A slowdown in the residential sales cycle in our major markets and a constriction in the availability of mortgage financing, such as what occurred during the financial crisis in the United States housing market from 2008 through 2012, would negatively impacted residential real estate sales, which would result in customers’ inability to repay loans.  This would result in an increase in our non-performing assets if more borrowers fail to perform according to loan terms and if we take possession of real estate properties. Additionally, if real estate values decline, the value of real estate collateral securing our loans could be significantly reduced.  If

16


any of these effects continue or become more pronounced, loan losses will increase more than we expect and our financial condition and results of operations would be adversely impacted.
Further, approximately 50% of the Bank’s loan portfolio at December 31, 2018 consisted of commercial real estate loans.   While our investments in these types of loans have not been as adversely impacted as residential construction and land development loans, there can be no assurance that the credit quality in these portfolios will remain stable.  Commercial construction and commercial real estate loans typically involve larger loan balances to single borrowers or groups of related borrowers.  Consequently, an adverse development with respect to one commercial loan or one credit relationship exposes us to significantly greater risk of loss compared to an adverse development with respect to a consumer loan.  The credit quality of these loans may deteriorate more than expected which may result in losses that exceed the estimates that are currently included in our loan loss allowance, which could adversely affect our financial conditions and results of operations. 
Real estate values may decrease leading to additional and greater than anticipated loan charge-offs and valuation writedowns on our other real estate owned (“OREO”) properties.
Real estate owned by the Bank and not used in the ordinary course of its operations is referred to as “other real estate owned” or “OREO” property.  We foreclose on and take title to the real estate serving as collateral for defaulted loans as part of our business.  At December 31, 2018, the Bank held $8.0 million of OREO properties, most of which relate to a commercial real estate loan.   Increased OREO balances lead to greater expenses as we incur costs to manage and dispose of the properties.  Our ability to sell OREO properties is affected by public perception that banks are inclined to accept large discounts from market value in order to quickly liquidate properties.  Any decrease in market prices may lead to OREO writedowns, with a corresponding expense in our income statement.  We evaluate OREO property values periodically and writedown the carrying value of the properties if the results of our evaluations require it.  Further writedowns on OREO or an inability to sell OREO properties could have a material adverse effect on our results of operations and financial condition.
Natural disasters and adverse weather could negatively affect real estate property values and Bank operations.
Real estate and real estate property values play an important role for the Bank in several ways. The Bank owns or leases many real estate properties in connection with its operations, located in Anchorage, Juneau, Fairbanks, the Matanuska-Susitna Valley, Ketchikan, Sitka, and to a lessor extent, the Kenai Peninsula. Real estate is also utilized as collateral for many of our loans. A natural disaster could cause property values to fall, which could require the Bank to record an impairment on its financial statements. A natural disaster could also impact collateral values, which would increase our exposure to loan defaults. Our business operations could also suffer to the extent the Bank cannot utilize its branch network due to a natural disaster or other weather-related damage.
Changes in the FRB’s monetary or fiscal policies could adversely affect our results of operations and financial condition.
Our earnings will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The FRB has, and is likely to continue to have, an important impact on the operating results of depository institutions through its power to implement national monetary policy, among other things, in order to curb inflation or combat a recession. The FRB affects the levels of bank loans, investments and deposits through its control over the issuance of United States government securities, its regulation of the discount rate applicable to member banks and its influence over reserve requirements to which member banks are subject. Since December 2015, the FRB has increased short-term interest rates eight times and may consider additional increases in 2019. We cannot predict the nature or impact of future changes in monetary and fiscal policies.
We conduct substantially all of our operations through Northrim Bank, our banking subsidiary; our ability to pay dividends, repurchase our shares, or to repay our indebtedness depends upon liquid assets held by the holding company and the results of operations of our subsidiaries and their ability to pay dividends.
The Company is a separate legal entity from our subsidiaries. It receives substantially all of its revenue from dividends paid from the Bank.  There are legal limitations on the extent to which the Bank may extend credit, pay dividends or otherwise supply funds to, or engage in transactions with us.  Our inability to receive dividends from the Bank could adversely affect our business, financial condition, results of operations and prospects.
Our net income depends primarily upon the Bank’s net interest income, which is the income that remains after deducting from total income generated by earning assets the expense attributable to the acquisition of the funds required to support earning assets (primarily interest paid on deposits and borrowings).  The amount of interest income is dependent on many factors including

17


the volume of earning assets, the general level of interest rates, the dynamics of changes in interest rates and the levels of nonperforming loans.  All of those factors affect the Bank’s ability to pay dividends to the Company. In 2016, a requirement to have a capital conservation buffer started to be phased in and this requirement, which went into full effect on January 1, 2019 could adversely affect the Bank's ability to pay dividends.
Various statutory provisions restrict the amount of dividends the Bank can pay to us without regulatory approval.  Under Alaska law, a bank may not declare or pay a dividend in an amount greater than its net undivided profits then on hand. In addition, the Bank may not pay cash dividends if that payment could reduce the amount of its capital below that necessary to meet the “adequately capitalized” level in accordance with regulatory capital requirements.  It is also possible that, depending upon the financial condition of the Bank and other factors, regulatory authorities could conclude that payment of dividends or other payments, including payments to us, is an unsafe or unsound practice and impose restrictions or prohibit such payments.   It is the policy of the FRB that bank holding companies should pay cash dividends on common stock only out of net income available over the past year and only if prospective rate of earnings retention is consistent with the organization’s current and expected future capital needs, asset quality and overall financial condition.  The policy provides that bank holding companies should not maintain a level of cash dividends that undermines a bank holding company’s ability to serve as a source of strength to its banking subsidiaries.
There can be no assurance that the Company will continue to declare cash dividends or repurchase stock.
During 2018, the Company repurchased 15,468 shares of common stock at an average price of $31.90 per share under its previously announced share repurchase program. The Company also paid cash dividends of $1.02 per diluted share in 2018. On February 28, 2019, the Board of Directors approved payment of a $0.30 per share dividend on the Company’s outstanding shares.
Whether we continue, and the amount and timing of, such dividends and/or stock repurchases is subject to capital availability and periodic determinations by our Board. The Company continues to evaluate the potential impact that regulatory proposals may have on our liquidity and capital management strategies, including Basel III and those required under the Dodd-Frank Act. The actual amount and timing of future dividends and share repurchases, if any, will depend on market and economic conditions, applicable SEC rules, federal and state regulatory restrictions, and various other factors. In addition, the amount we spend and the number of shares we are able to repurchase under our stock repurchase program may further be affected by a number of other factors, including the stock price and blackout periods in which we are restricted from repurchasing shares. Our dividend payments and/or stock repurchases may change from time to time, and we cannot provide assurance that we will continue to declare dividends and/or repurchase stock in any particular amounts or at all. A reduction in or elimination of our dividend payments and/or stock repurchases could have a negative effect on our stock price.
The soundness of other financial institutions could adversely affect us.
Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure. There can be no assurance that any such losses would not materially and adversely affect our results of operations.
The financial services business is intensely competitive and our success will depend on our ability to compete effectively.
The financial services business in our market areas is highly competitive.  It is becoming increasingly competitive due to changes in regulation, technological advances, and the accelerating pace of consolidation among financial services providers.  We face competition both in attracting deposits and in originating loans. We compete for loans principally through the pricing of interest rates and loan fees and the efficiency and quality of services.  Increasing levels of competition in the banking and financial services industries may reduce our market share or cause the prices charged for our services to fall.   Improvements in technology, communications, and the internet have intensified competition. As a result, our competitive position could be weakened, which could adversely affect our financial condition and results of operations.

18


We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so could materially adversely affect our performance.
We are a community bank, and our reputation is one of the most valuable components of our business. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates. If our reputation is negatively affected, by the actions of our employees or otherwise, our business and, therefore, our operating results could be materially adversely affected.
We may be unable to attract and retain key employees and personnel.
We will be dependent for the foreseeable future on the services of Joseph M. Schierhorn, our Chairman of the Board, President, Chief Executive Officer, and Chief Operating Officer of the Company; Michael Martin, our Executive Vice President, General Counsel and Corporate Secretary; and Jed W. Ballard, our Executive Vice President and Chief Financial Officer.  While we maintain keyman life insurance on the lives of Messrs. Schierhorn, Martin, and Ballard in the amounts of $2 million each, we may not be able to timely replace Mr. Schierhorn, Mr. Martin, or Mr. Ballard with a person of comparable ability and experience should the need to do so arise, causing losses in excess of the insurance proceeds.  The unexpected loss of key employees could have a material adverse effect on our business and possibly result in reduced revenues and earnings.
Liquidity risk could impair our ability to fund operations and jeopardize our financial conditions.
Liquidity is essential to our business. An inability to raise funds through deposits, borrowings and other sources could have a substantial negative effect on our liquidity and severely constrain our financial flexibility. Our primary source of funding is deposits gathered through our network of branch offices. Our access to funding sources in amounts adequate to finance our activities on terms that are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or the economy in general. Factors that could negatively impact our access to liquidity sources include:
•
a decrease in the level of our business activity as a result of an economic downturn in the markets in which our loans are concentrated;
•
adverse regulatory actions against us; or
•
our inability to attract and retain deposits. 
Our ability to borrow could be impaired by factors that are not specific to us or our region, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial services industry and unstable credit markets.
A failure of a significant number of our borrowers, guarantors and related parties to perform in accordance with the terms of their loans would have an adverse impact on our results of operations.
A source of risk arises from the possibility that losses will be sustained if a significant number of our borrowers, guarantors and related parties fail to perform in accordance with the terms of their loans.  We have adopted underwriting and credit monitoring procedures and credit policies, including the establishment and review of our allowance for loan losses, which we believe are appropriate to minimize this risk by assessing the likelihood of nonperformance, tracking loan performance, and diversifying our credit portfolio.  These policies and procedures, however, may not prevent unexpected losses that could materially affect our financial condition and results of operations.

19


Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, Real Estate Settlement Procedures Act, Truth-in-Lending Act or other laws and regulations could result in fines, sanctions or other adverse consequences.
Financial institutions are required under the USA PATRIOT Act and Bank Secrecy Act to develop programs to prevent financial institutions from being used for money-laundering and terrorist activities. Financial institutions are also obligated to file suspicious activity reports with the United States Treasury Department’s Office of Financial Crimes Enforcement Network if such activities are detected. These rules also require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure or the inability to comply with these regulations could result in fines or penalties, intervention or sanctions by regulators, and costly litigation or expensive additional controls and systems. In recent years, several banking institutions have received large fines for non-compliance with these laws and regulations. In addition, the federal government has in place laws and regulations relating to residential and consumer lending, as well as other activities with customers, that create significant compliance burdens and financial risks. We have developed policies and continue to augment procedures and systems designed to assist in compliance with these laws and regulations; however, it is possible for such safeguards to fail or prove deficient during the implementation phase to avoid non-compliance with such laws.

ITEM 1B.            UNRESOLVED STAFF COMMENTS
None.

20



ITEM 2.            PROPERTIES
The following sets forth information about our Community Banking branch locations:
Locations
Type
Leased/Owned
Midtown Financial Center: Northrim Headquarters
3111 C Street, Anchorage, AK
Traditional
Land partially leased, partially owned, building owned
SouthSide Financial Center
8730 Old Seward Highway, Anchorage, AK
Traditional
Land leased, building owned
Lake Otis Community Branch
2270 East 37th Avenue, Anchorage, AK
Traditional
Land leased, building owned
Huffman Branch
1501 East Huffman Road, Anchorage, AK
In-store
Leased
Jewel Lake Branch
9170 Jewel Lake Road Suite 101, Anchorage, AK
Traditional
Leased
Seventh Avenue Branch
517 West Seventh Avenue, Suite 300, Anchorage, AK
Traditional
Leased
Eastside Community Branch
7905 Creekside Center Drive, Suite 100, Anchorage, AK
Traditional
Leased
West Anchorage Branch
2709 Spenard Road, Anchorage, AK
Traditional
Owned
Eagle River Branch
12812 Old Glenn Highway, Suite C03, Eagle River, AK
Traditional
Leased
Fairbanks Financial Center
360 Merhar Avenue, Fairbanks, AK
Traditional
Owned
Wasilla Financial Center
850 E. USA Circle, Suite A, Wasilla, AK
Traditional
Owned
Soldotna Loan Production Office
44296 Sterling Highway, Suite 1, Soldotna, AK
Loan production
Leased
Juneau Financial Center
2094 Jordan Avenue, Juneau, AK
Traditional
Leased
Juneau Downtown Branch
301 North Franklin Street, Juneau, AK
Traditional
Leased
Sitka Financial Center
315 Lincoln Street, Suite 206, Sitka, AK
Traditional
Leased
Ketchikan Financial Center
2491 Tongass Avenue, Ketchikan, AK
Traditional
Owned

21



The following sets forth information about our Home Mortgage Lending branch locations, operated by RML:
Locations
Leased/Owned
Main Office at Calais
100 Calais Drive, Anchorage, AK
Leased
ReMax/Dynamic Office
3350 Midtown Place, Suite 101, Anchorage, AK
Leased
Midtown Office
101 W. Benson Boulevard, #201, Anchorage, AK
Leased
Eagle River Office
11901 Business Boulevard, #203, Eagle River, AK
Leased
Fairbanks Office
308 Old Steese Highway, Suite 7, Fairbanks, AK
Leased
Fairbanks Northrim Office
360 Merhar Avenue, Fairbanks, AK
Leased
Fairbanks Office
711 Gaffney Road, Suite 202, Fairbanks, AK
Leased
Juneau Office
8800 Glacier Highway, #232, Juneau, AK
Leased
Kodiak Office
2011 Mill Bay Road, #101, Kodiak, AK
Leased
Soldotna Office
44296 Sterling Highway, #1, Soldotna, AK
Leased
Wasilla Remax Dynamic Branch
892 E USA Circle, Suite 105, Wasilla, AK
Leased
Wasilla Northrim Branch
850 E USA Circle, Suite B, Wasilla, AK
Leased


ITEM 3.            LEGAL PROCEEDINGS
The Company from time to time may be involved with disputes, claims and litigation related to the conduct of its banking business.  Management does not expect that the resolution of these matters will have a material effect on the Company’s business, financial position, results of operations or cash flows.

ITEM 4.            MINE SAFETY DISCLOSURES
Not applicable.

22


PART II
ITEM 5.                MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades on the NASDAQ Global Select Stock Market under the symbol, “NRIM.”    At March 12, 2019, the number of shareholders of record of our common stock was 246. As many of our shares of common stock are held of record in "street name" by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of beneficial holders of our common stock represented by these record holders.
The following are high and low closing prices as reported by NASDAQ. Prices do not include retail markups, markdowns or commissions.
 
 
First
Second
Third
Fourth
 
 
Quarter
Quarter
Quarter
Quarter
2018
 
 
 
 
 
 
High
$36.05
$40.45
$45.35
$43.00
 
Low
$32.80
$34.05
$38.80
$30.70
2017
 
 
 
 
 
 
High
$32.40
$32.55
$35.35
$37.90
 
Low
$27.50
$29.25
$26.45
$32.50
 
In 2018, we paid cash dividends of $0.24 per share in the first and second quarters and $0.27 per share in the third and fourth quarters.  In 2017, we paid cash dividends of $0.21 per share in the first and second quarters and $0.22 per share in the third and fourth quarters.  Cash dividends totaled $7.1 million, $6.0 million, and $5.4 million in 2018, 2017, and 2016, respectively.  On February 28, 2019, the Board of Directors approved payment of a $0.30 per share cash dividend on March 22, 2019, to shareholders of record on March 14, 2019.  The Company and the Bank are subject to restrictions on the payment of dividends pursuant to applicable federal and state banking regulations and Alaska corporate law.  The dividends that the Bank pays to the Company are limited to the extent necessary for the Bank to meet the regulatory requirements of a “well-capitalized” bank.  Given the fact that the Bank believes it will remain “well-capitalized”; the Company expects to receive dividends from the Bank in 2019. Beginning in 2016, a requirement to have a capital conservation buffer began to be phased in and is now in full effect, and this requirement could adversely affect the Bank's ability to pay dividends. See "Item 1 Business - Supervision and Regulation" in this report.
Repurchase of Securities
At December, 31, 2018, there are 153,433 shares available under the stock repurchase program. The Company repurchased 15,468 shares in 2018 and 58,341 shares in 2017. The Company intends to continue to repurchase its stock from time to time depending upon market conditions, but we can make no assurances that we will continue this program or that we will repurchase all of the authorized shares.

23


    
Equity Compensation Plan Information
The following table sets forth information regarding securities authorized for issuance under the Company’s equity plans as of December 31, 2018. Additional information regarding the Company’s equity plans is presented in Note 21 of the Notes to Consolidated Financial Statements included in Item 8 of this report.
Plan Category
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) (2)
Weighted-Average Exercise Price of Outstanding Options,
Warrants and Rights
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders1
222,447
$19.26
176,199
Total
222,447
$19.26
176,199
1Consists of the Company's 2017 Stock Incentive Plan, which replaced the 2014 Stock Incentive Plan (the "2014 Plan")
2 Includes 129,933 options awarded under the 2014 Plan and other previous stock option plans.
    
We do not have any equity compensation plans that have not been approved by our shareholders.

24


Stock Performance Graph
The graph shown below depicts the total return to shareholders during the period beginning after December 31, 2013, and ending December 31, 2018.  The definition of total return includes appreciation in market value of the stock, as well as the actual cash and stock dividends paid to shareholders.  The comparable indices utilized are the Russell 3000 Index, representing approximately 98% of the U.S. equity market, and the SNL Financial Bank Stock Index, comprised of publicly traded banks with assets of $1 billion to $5 billion, which are located in the United States.  The graph assumes that the value of the investment in the Company’s common stock and each of the two indices was $100 on December 31, 2013, and that all dividends were reinvested.
sam1a01.jpg
 
Period Ending
Index
12/31/13
12/31/14
12/31/15
12/13/16
12/31/17
12/31/18
Northrim BanCorp, Inc.
100.00

102.77

107.11

131.15

144.42

144.01

Russell 3000
100.00

112.56

113.1

127.50

154.44

146.34

SNL Bank $1B-$5B
100.00

104.56

117.04

168.38

179.51

157.27



25


ITEM 6.            SELECTED FINANCIAL DATA (1) 
 
Years Ended December 31,
 
 
(In thousands, except per share data and shares outstanding amounts)
 

2018
2017
2016
2015
2014
2013
Five Year Compound Growth Rate
 
(Unaudited)
Net interest income

$61,208


$57,678


$56,357


$56,909


$52,293


$44,034

7
%
Provision (benefit) for loan losses
(500
)
3,200

2,298

1,754

(636
)
(635
)
NM

Other operating income
32,167

40,474

43,263

44,608

20,034

12,886

20
 %
Compensation expense, RML acquisition payments
—

130

4,775

4,094

—

—

NM

Other operating expense
69,800

71,023

71,505

68,551

46,923

38,897

12
 %
Income before provision for income taxes

$24,075


$23,799


$21,042


$27,118


$26,040


$18,658

5
%
Provision for income taxes
4,071

10,321

6,052

8,784

8,173

6,246

(8
)%
Net Income
20,004

13,478

14,990

18,334

17,867

12,412

10
 %
Less: Net income attributable to
 
 
 
 
 
 

noncontrolling interest
—

327

579

551

459

87

NM

Net income attributable to Northrim Bancorp, Inc.

$20,004


$13,151


$14,411


$17,783


$17,408


$12,325

10
%
 
 
 
 
 
 
 
 
Year End Balance Sheet
 
 
 
 
 
 
 
Assets

$1,502,988


$1,518,596


$1,525,851


$1,498,691


$1,448,327


$1,213,740

4
 %
Portfolio loans
984,346

954,953

974,074

979,682

923,122

768,750

5
 %
Deposits
1,228,088

1,258,283

1,267,653

1,240,792

1,179,747

1,003,723

4
 %
Securities sold under repurchase agreements
34,278

27,746

27,607

31,420

19,843

21,143

10
 %
Borrowings
7,241

7,362

4,338

2,120

26,304

6,527

2
 %
Junior subordinated debentures
10,310

10,310

18,558

18,558

18,558

18,558

(11
)%
Shareholders' equity
205,947

192,802

186,712

177,214

164,441

144,318

7
 %
Common shares outstanding
6,883,216

6,871,963

6,897,890

6,877,140

6,854,189

6,537,652

1
 %
 
 
 
 
 
 
 
 
Average Balance Sheet
 
 
 
 
 
 
 
Assets

$1,493,385


$1,511,052


$1,506,522


$1,480,913


$1,335,929


$1,156,500

5
 %
Earning assets
1,346,449

1,367,203

1,361,913

1,334,102

1,212,291

1,041,268

5
 %
Portfolio loans
971,548

981,001

976,613

968,752

893,031

734,427

6
 %
Deposits
1,227,272

1,248,333

1,250,243

1,219,445

1,111,594

953,925

5
 %
Securities sold under repurchase agreements
29,940

29,690

27,322

24,447

20,909

19,454

9
 %
Borrowings
7,309

5,767

4,215

14,552

4,697

6,130

4
 %
Junior subordinated debentures
10,310

15,066

18,558

18,558

18,558

18,558

(11
)%
Shareholders' equity
201,022

193,129

181,628

169,802

155,591

140,924

7
 %
Basic common shares outstanding
6,877,573

6,889,621

6,883,663

6,859,209

6,761,328

6,518,772

1
 %
Diluted common shares outstanding
6,981,557

6,977,910

6,974,864

6,948,474

6,852,267

6,609,950

1
 %
 
 
 
 
 
 
 
 
Per Common Share Data
 
 
 
 
 
 
 
Basic earnings

$2.91


$1.91


$2.09


$2.59


$2.57


$1.89

9
 %
Diluted earnings

$2.86


$1.88


$2.06


$2.56


$2.54


$1.87

9
 %
Book value per share

$29.92


$28.06


$27.07


$25.77


$23.99


$22.07

6
 %
Tangible book value per share(2)

$27.57


$25.70


$24.70


$22.31


$20.48


$20.86

6
 %
Cash dividends per share

$1.02


$0.86


$0.78


$0.74


$0.70


$0.64

10
 %

26


 
Years Ended December 31,
 
 
2018
2017
2016
2015
2014
2013
Five Year Compound Growth Rate
 
(Unaudited)
 
Performance Ratios
 
 
 
 
 
 
 
Return on average assets
1.34
%
0.87
%
0.96
%
1.20
%
1.30
 %
1.07
 %
5
 %
Return on average equity
9.95
%
6.81
%
7.93
%
10.47
%
11.19
 %
8.75
 %
3
 %
Equity/assets
13.70
%
12.70
%
12.24
%
11.82
%
11.35
 %
11.89
 %
3
 %
Tangible common equity/tangible assets(3)
12.76
%
11.75
%
11.29
%
10.40
%
9.86
 %
11.31
 %
2
 %
Net interest margin
4.55
%
4.22
%
4.14
%
4.27
%
4.31
 %
4.23
 %
1
 %
Net interest margin (tax equivalent)(4)
4.60
%
4.28
%
4.20
%
4.32
%
4.36
 %
4.29
 %
1
 %
Non-interest income/total revenue
34.45
%
41.24
%
43.43
%
43.94
%
27.70
 %
22.64
 %
9
 %
Efficiency ratio (5)
74.68
%
72.39
%
76.44
%
71.31
%
64.48
 %
67.94
 %
2
 %
Dividend payout ratio
35.08
%
45.44
%
37.59
%
28.81
%
27.40
 %
34.18
 %
1
 %
 
 
 
 
 
 
 
 
Asset Quality
 
 
 
 
 
 
 
Nonperforming loans, net of government guarantees

$14,694


$21,411


$12,936


$2,125


$3,496


$1,814

52
 %
Nonperforming assets, net of government guarantees
22,619

28,729

19,315

5,178

7,231

4,216

40
 %
Nonperforming loans/portfolio loans, net of government guarantees
1.49
%
2.24
%
1.33
%
0.22
%
0.38
 %
0.24
 %
44
 %
Net charge-offs (recoveries)/average loans
0.15
%
0.15
%
0.08
%
0.03
%
(0.12
)%
(0.07
)%
NM

Allowance for loan losses/portfolio loans
1.98
%
2.25
%
2.02
%
1.85
%
1.81
 %
2.11
 %
(1
)%
Nonperforming assets/assets, net of government guarantees
1.50
%
1.89
%
1.27
%
0.35
%
0.50
 %
0.35
 %
34
 %
 
 
 
 
 
 
 
 
Other Data
 
 
 
 
 
 
 
Effective tax rate (6)
17
%
43
%
29
%
32
%
31
 %
33
 %
(12
)%
Number of banking offices(7)
16

14

14

14

14

10

10
 %
Number of employees (FTE) (8)
430

429

451

441

426

269

10
 %
1 These unaudited schedules provide selected financial information concerning the Company that should be read in conjunction with Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report.
 
2Tangible book value per share is a non-GAAP ratio defined as shareholders’ equity, less intangible assets, divided by common shares outstanding. Management believes that tangible book value is a useful measurement of the value of the Company’s equity because it excludes the effect of intangible assets on the Company’s equity.  See reconciliation to book value per share, the most comparable GAAP measurement below.
3Tangible common equity to tangible assets is a non-GAAP ratio that represents total equity less goodwill and intangible assets divided by total assets less goodwill and intangible assets. Management believes this ratio is important as it has received more attention over the past several years from stock analysts and regulators. The most comparable GAAP measure of shareholders' equity to total assets is calculated by dividing total shareholders' equity by total assets. See reconciliation to shareholders' equity to total assets below.

4Tax-equivalent net interest margin is a non-GAAP performance measurement in which interest income on non-taxable investments and loans is presented on a tax-equivalent basis using a combined federal and state statutory rate of 28.43% in 2018 and 41.11% in all other years presented.  Management believes that tax-equivalent net interest margin is a useful financial measure because it enables investors to evaluate net interest margin excluding tax expense in order to monitor our effectiveness in growing higher interest yielding assets and managing our costs of interest bearing liabilities over time on a fully tax equivalent basis.  See reconciliation to net interest margin, the comparable GAAP measurement below. 

27


5In managing our business, we review the efficiency ratio exclusive of intangible asset amortization, which is a non-GAAP performance measurement.  Management believes that this is a useful financial measurement because we believe this presentation provides investors with a more accurate picture of our operating efficiency.  The efficiency ratio is calculated by dividing other operating expense, exclusive of intangible asset amortization, by the sum of net interest income and other operating income.  Other companies may define or calculate this data differently.  For additional information see the "Other Operating Expense" section in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report.  See reconciliation to comparable GAAP measurement below.
6The Company’s 2017 results included the impact of the enactment of the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017.  The law includes significant changes to the U.S. corporate tax system, including a Federal corporate rate reduction from 35% to 21%.  In 2017, the Company applied the newly enacted corporate federal income tax rate of 21%, reducing the value of the Company's net deferred tax asset, resulting in approximately a $2.7 million increase in tax expense.  In 2018, the Company finalized changes related to the reduction in the federal tax rate which resulted in a $470,000 reduction in tax expense.
7Number of banking offices includes 15 full service branches and 1 loan production office. Does not include RML locations.
8FTE includes 320 employees of the Bank and 110 employees of RML in 2018, 314 employees of the Bank and 115 employees of RML in 2017, 304 employees of the Bank, 130 employees of RML, and 17 employees of NBG in 2016, 303 employees of the Bank, 124 employees of RML, and 14 employees of NBG in 2015, 294 employees of the Bank, 117 employees of RML, and 15 employees of NBG in 2014, and 256 employees of the Bank and 13 employees of NBG in 2013.
Reconciliation of Selected Financial Data to GAAP Financial Measures
These unaudited schedules provide selected financial information concerning the Company that should be read in conjunction with "Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report.
Reconciliation of total shareholders'  equity to tangible common shareholders’ equity (Non-GAAP) and total assets to tangible assets:
(In Thousands)
2018
2017
2016
2015
2014
2013
Total shareholders' equity

$205,947


$192,802


$186,712


$177,214


$164,441


$144,318

Total assets
1,502,988

1,518,596

1,525,851

1,498,691

1,448,327

1,213,740

Total shareholders' equity to total assets ratio
13.70
%
12.70
%
12.24
%
11.82
%
11.35
%
11.89
%
(In Thousands)
2018
2017
2016
2015
2014
2013
Total shareholders' equity

$205,947


$192,802


$186,712


$177,214


$164,441


$144,318

Less: goodwill and other intangible assets, net
16,154

16,224

16,324

23,776

24,035

7,942

Tangible common shareholders' equity

$189,793


$176,578


$170,388


$153,438


$140,406


$136,376

Total assets

$1,502,988


$1,518,596


$1,525,851


$1,498,691


$1,448,327


$1,213,740

Less: goodwill and other intangible assets, net
16,154

16,224

16,324

23,776

24,035

7,942

Tangible assets

$1,486,834


$1,502,372


$1,509,527


$1,474,915


$1,424,292


$1,205,798

Tangible common equity to tangible assets ratio
12.76
%
11.75
%
11.29
%
10.40
%
9.86
%
11.31
%
Reconciliation of tangible book value per share to book value per share
(In thousands, except per share data)
2018
2017
2016
2015
2014
2013
Total shareholders' equity

$205,947


$192,802


$186,712


$177,214


$164,441


$144,318

Divided by common shares outstanding
6,883,216

6,871,963

6,897,890

6,877,140

6,854,189

6,537,652

Book value per share

$29.92


$28.06


$27.07


$25.77


$23.99


$22.07


28


(In thousands, except per share data)
2018
2017
2016
2015
2014
2013
Total shareholders' equity

$205,947


$192,802


$186,712


$177,214


$164,441


$144,318

Less: goodwill and intangible assets, net
16,154

16,224

16,324

23,776

24,035

7,942

 

$189,793


$176,578


$170,388


$153,438


$140,406


$136,376

Divided by common shares outstanding
6,883,216

6,871,963

6,897,890

6,877,140

6,854,189

6,537,652

Tangible book value per share

$27.57


$25.70


$24.70


$22.31


$20.48


$20.86


Reconciliation of tax-equivalent net interest margin to net interest margin
(In Thousands)
2018
2017
2016
2015
2014
2013
Net interest income(9)

$61,208


$57,678


$56,357


$56,909


$52,293


$44,034

Divided by average interest-bearing assets
1,346,449

1,367,203

1,361,913

1,334,102

1,212,291

1,041,268

Net interest margin
4.55
%
4.22
%
4.14
%
4.27
%
4.31
%
4.23
%
(In Thousands)
2018
2017
2016
2015
2014
2013
Net interest income(9)

$61,208


$57,678


$56,357


$56,909


$52,293


$44,034

Plus: reduction in tax expense related to
 
 
 
 
 
 
tax-exempt interest income
726

872

808

722

583

585

 

$61,934


$58,550


$57,165


$57,631


$52,876


$44,619

Divided by average interest-bearing assets
1,346,449

1,367,203

1,361,913

1,334,102

1,212,291

1,041,268

Tax-equivalent net interest margin
4.60
%
4.28
%
4.20
%
4.32
%
4.36
%
4.29
%

Calculation of efficiency ratio
(In Thousands)
2018
2017
2016
2015
2014
2013
Net interest income(9)

$61,208


$57,678


$56,357


$56,909


$52,293


$44,034

Other operating income
32,167

40,474

43,263

44,608

20,034

12,886

Total revenue
93,375

98,152

99,620

101,517

72,327

56,920

Other operating expense
69,800

71,153

76,280

72,645

46,923

38,897

Less intangible asset amortization
70

100

135

258

289

228

Adjusted other operating expense

$69,730


$71,053


$76,145


$72,387


$46,634


$38,669

Efficiency ratio
74.68
%
72.39
%
76.44
%
71.31
%
64.48
%
67.94
%

9Amount represents net interest income before provision for loan losses.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited.  Although we believe these non-GAAP financial measures are frequently used by stakeholders in the evaluation of the Company, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of results as reported under GAAP.
ITEM 7.            MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion highlights key information as determined by management but may not contain all of the information that is important to you. For a more complete understanding, the following should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of December 31, 2018, 2017 and 2016 included in Item 8 of this report.

29


This annual report contains forward-looking statements that involve risks and uncertainties.  Our actual results may differ materially from those indicated in forward-looking statements.  See “Cautionary Note Regarding Forward-Looking Statements.”

Executive Overview
Net income attributable to the Company increased 52% to $20.0 million or $2.86 per diluted share for the year ended December 31, 2018, from $13.2 million, or $1.88 per diluted share, for the year ended December 31, 2017. Significant items contributing to the increase in 2018 compared to 2017 were:

•
an increase in net interest income due to increases in interest rates
•
a decrease in the provision for income taxes due to a lower federal corporate income tax rate in 2018 arising from the Tax Cuts Jobs Act, and
•
a decrease in the provision for loan losses primarily resulting from improvements in credit quality.

The following are other significant items for the year ended December 31, 2018:  
•
Total revenues, which include net interest income plus other operating income, decreased 5% to $93.4 million in 2018 from $98.2 million in 2017 and decreased 6% from $99.6 million in 2016. This decrease mainly reflects decreased mortgage banking income and employee benefit plan income, as well as the fact that the company recognized a gain on the sale of NBG in 2017. These declines were partially offset by an increase in net interest income, a one-time immaterial gain on commercial servicing rights, and increases in purchased receivable income and bankcard fees.
•
The net interest margin increased to 4.55% in 2018 from 4.22% in 2017 and 4.14% in 2016 despite a decline in average loans to $971.5 million in 2018 compared to $981.0 million in 2017 and $976.6 million in 2016. This increase is primarily the result of increases in interest rates as the Company's interest-earning assets have repriced faster than interest-bearing liabilities.
•
The provision for loan losses decreased in 2018 to a benefit of $500,000 from provisions of $3.2 million in 2017 and $2.3 million in 2016. Our nonperforming loans, net of government guarantees, decreased to $14.7 million at the end of 2018 compared to $21.4 million at the end of 2017 and increased from $12.9 million at the end of 2016, while total adversely classified loans, net of government guarantees at December 31, 2018 decreased to $27.2 million from $33.8 million at December 31, 2017 and $35.6 million at December 31, 2016. The allowance for loan losses (“Allowance”) totaled 1.98% of total portfolio loans at December 31, 2018, compared to 2.25% at December 31, 2017 and 2.02% at December 31, 2016.  The Allowance compared to nonperforming loans, net of government guarantees, was 133% at December 31, 2018 compared to 100% the end of 2017 and 152% the end of 2016.
•
Return on average assets was 1.34% in 2018 compared to 0.87% in 2017 and 0.96% in 2016.
•
The Company continued to maintain strong capital ratios with Tier 1 Capital to Risk Adjusted Assets of 15.47% at December 31, 2018 as compared to 14.65% at December 31, 2017. 
•
The aggregate cash dividends paid by the Company in 2018 rose 19% to $1.02 per diluted share from $0.86 per diluted share paid in 2017.
•
The Company repurchased 15,468 shares of its common stock in 2018 at an average price of $31.90 per share, leaving 153,433 shares available under the previously announced repurchase authorization.
Critical Accounting Policies
The SEC defines "critical accounting policies" as those that require application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in future periods. Our significant accounting policies are described in Note 1 in the Notes to Consolidated Financial Statements in Item 8 of this report. Not all of these significant accounting policies require management to make difficult, subjective or complex judgments or estimates. Management believes that the following accounting policies would be considered critical under the SEC's definition.
Allowance for loan losses:  The Company maintains an Allowance to reflect inherent losses in its loan portfolio as of the balance sheet date.  The Company performs regular credit reviews of the loan portfolio to determine the credit quality and adherence to underwriting standards. When loans are originated, they are assigned a risk rating that is reassessed periodically

30


during the term of the loan through the credit review process. The Company's risk rating methodology assigns risk ratings ranging from 1 to 10, where a higher rating represents higher risk. These risk ratings are then consolidated into five classes, which include pass, special mention, substandard, doubtful and loss. These classes are a primary factor in determining an appropriate amount for the allowance for loan losses. Each class is assessed an inherent credit loss factor that determines an amount of allowance for loan losses provided for that group of loans. This allowance is then adjusted for qualitative factors, by segment and class.  Qualitative factors are based on management’s assessment of current trends that may cause losses inherent in the current loan portfolio to differ significantly from historical losses.  Some factors that management considers in determining the qualitative adjustment to the general reserve include loan quality trends in our own portfolio, the degree of concentrations of large borrowers in our loan portfolio, national and local economic trends, business conditions, underwriting policies and standards, trends in local real estate markets, effects of various political activities, peer group data, and internal factors such as underwriting policies and expertise of the Company’s employees. 
Regular credit reviews of the portfolio also identify loans that are considered potentially impaired. A loan is considered impaired when based on current information and events, we determine that we will probably not be able to collect all amounts due according to the loan contract, including scheduled interest payments. When we identify a loan as impaired, we measure the impairment using discounted cash flows, except when the sole remaining source of the repayment for the loan is the liquidation of the collateral. In these cases, we use the current fair value of the collateral, less selling costs, instead of discounted cash flows. The analysis of collateral dependent loans includes appraisals on loans secured by real property, management’s assessment of the current market, recent payment history and an evaluation of other sources of repayment.  The Company obtains appraisals on real and personal property that secure its loans during the loan origination process in accordance with regulatory guidance and its loan policy.  The Company obtains updated appraisals on loans secured by real or personal property based upon its assessment of changes in the current market or particular projects or properties, information from other current appraisals and other sources of information.  The Company uses the information provided in these updated appraisals along with its evaluation of all other information available on a particular property as it assesses the collateral coverage on its performing and nonperforming loans and the impact that may have on the adequacy of its Allowance. 
If we determine that the value of the impaired loan is less than the recorded investment in the loan, we either recognize an impairment reserve as a specific component to be provided for in the Allowance or charge-off the impaired balance on collateral dependent loans if it is determined that such amount represents a confirmed loss. The combination of the risk rating-based allowance component and the impairment reserve allowance component lead to an allocated allowance for loan losses.     
Finally, the Company assesses the overall adequacy of the Allowance based on several factors including the level of the Allowance as compared to total loans and nonperforming loans in light of current economic conditions.  This portion of the Allowance is deemed “unallocated” because it is not allocated to any segment or class of the loan portfolio.  This portion of the Allowance provides for coverage of credit losses inherent in the loan portfolio but not captured in the credit loss factors that are utilized in the risk rating-based component or in the specific impairment component of the Allowance and acknowledges the inherent imprecision of all loss prediction models.
The unallocated portion of the Allowance is based upon management’s evaluation of various factors that are not directly measured in the determination of the allocated portions of the Allowance.  Such factors include uncertainties in identifying triggering events that directly correlate to subsequent loss rates, uncertainties in economic conditions, risk factors that have not yet manifested themselves in loss allocation factors, and historical loss experience data that may not precisely correspond to the current portfolio.  In addition, the unallocated reserve may fluctuate based upon the direction of various risk indicators.  Examples of such factors include the risk as to current and prospective economic conditions, the level and trend of charge offs or recoveries, and the risk of heightened imprecision or inconsistency of appraisals used in estimating real estate values.  Although this allocation process may not accurately predict credit losses by loan type or in aggregate, the total allowance for credit losses is available to absorb losses that may arise from any loan type or category.  Due to the subjectivity involved in the determination of the unallocated portion of the Allowance, the relationship of the unallocated component to the total Allowance may fluctuate from period to period.
Based on our methodology and its components, management believes the resulting Allowance is adequate and appropriate for the risk identified in the Company's loan portfolio.  Given current processes employed by the Company, management believes the segments, classes, and estimated loss rates currently assigned are appropriate.  It is possible that others, given the same information, may at any point in time reach different reasonable conclusions that could be material to the Company's financial statements.  In addition, current loan classes and fair value estimates of collateral are subject to change as we continue to review loans within our portfolio and as our borrowers are impacted by economic trends within their market areas.  Although we have established an Allowance that we consider adequate, there can be no assurance that the established Allowance will be sufficient to offset losses on loans in the future. In addition, a substantial percentage of our loan portfolio is secured by real estate; as a result, a significant decline in real estate market values may require an increase in the Allowance.

31


Valuation of goodwill and other intangibles:  Goodwill and other intangible assets with indefinite lives are not amortized but instead are periodically tested for impairment. Management performs an impairment analysis for the intangible assets with indefinite lives on an annual basis as of December 31. Additionally, goodwill and other intangible assets with indefinite lives are evaluated on an interim basis when events or circumstances indicate impairment potentially exists. The impairment analysis requires management to make subjective judgments. Events and factors that may significantly affect the estimates include, among others, competitive forces, customer behaviors and attrition, changes in revenue growth trends, cost structures, technology, changes in discount rates and specific industry and market conditions. There can be no assurance that changes in circumstances, estimates or assumptions may result in additional impairment of all, or some portion of, goodwill or other intangible assets. The Company performed its annual goodwill impairment testing at December 31, 2018 and 2017 in accordance with the policy described in Note 1 to the financial statements included with this report.  At December 31, 2018, the Company performed its annual impairment test by performing a qualitative assessment. Significant positive inputs to the qualitative assessment included the Company’s increasing net income as compared to historical trends, the Company's stable budget-to-actual results of operations; results of regulatory examinations; peer comparisons of the Company's net interest margin; trends in the Company’s cash flows; and improvements in the Alaskan economy in 2018. Significant negative inputs to the qualitative assessment included the recent decline in oil prices and in the company's stock price, as well as the decline in the volume of mortgage originations in Alaska and the decrease in net income in the Company's Home Mortgage Lending segment. For the Community Banking segment, we believe that the positive inputs to the qualitative assessment noted above outweigh the negative inputs, and we therefore concluded that it is more likely than not that the fair value of the Company exceeds its carrying value at December 31, 2018 and that no potential impairment existed at that time. After review of these qualitative inputs, the Company determined that performing a quantitative goodwill impairment test for the Home Mortgage Lending segment as of December 31, 2018 was appropriate. The Company estimated the fair value of the Home Mortgage Lending segment using a discounted cash flow approach. We then compared the estimated fair value of the Home Mortgage Lending segment to the carrying value as of December 31, 2018 and concluded that no potential impairment existed at that time.
Valuation of OREO:  OREO represents properties acquired through foreclosure or its equivalent.  Prior to foreclosure, the carrying value is adjusted to the fair value, less cost to sell, of the real estate to be acquired by an adjustment to the allowance for loan loss.  The amount by which the fair value less cost to sell is greater than the carrying amount of the loan plus amounts previously charged off is recognized in earnings.  Any subsequent reduction in the carrying value is charged against earnings. Management's evaluation of fair value is based on appraisals or discounted cash flows of anticipated sales. The amounts ultimately recovered from the sale of OREO may differ from the carrying value of the assets because of market factors beyond the Company's control or due to changes in the Company's strategies for recovering the investment.
Servicing rights:  The Company measures mortgage servicing rights ("MSRs") and commercial servicing rights ("CSRs") at fair value on a recurring basis with changes in fair value going through earnings in the period in which the change occurs. Changes in the fair value of MSRs are recorded in mortgage banking income, and changes in the fair value of CSRs are recorded in commercial servicing revenue. Fair value adjustments encompass market-driven valuation changes and the decrease in value that occurs from the passage of time, which are separately reported. Retained servicing rights are measured at fair value as of the date of sale. Initial and subsequent fair value measurements are determined using a discounted cash flow model. In order to determine the fair value of servicing rights, the present value of expected net future cash flows is estimated. Assumptions used include market discount rates, anticipated prepayment speeds, escrow calculations, delinquency rates and ancillary fee income net of servicing costs. The model assumptions for MSRs are also compared to publicly filed information from several large MSR holders, as available.
Fair Value:   A hierarchical disclosure framework associated with the level of pricing observability is utilized in measuring financial instruments at fair value. The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of pricing observability. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have little or no pricing observability and a higher degree of judgment utilized in measuring fair value. Pricing observability is impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction.


32


RESULTS OF OPERATIONS
Income Statement
Net Income
Our results of operations are dependent to a large degree on our net interest income.  We also generate other income primarily through mortgage banking income, purchased receivables products, sales of employee benefit plans (through August of 2017, when we sold our interest in the assets of NBG), service charges and fees, and bankcard fees.  Our operating expenses consist in large part of salaries and other personnel costs, occupancy, data processing, marketing, and professional services expenses and compensation expense for RML acquisition payments. Interest income and cost of funds, or interest expense, are affected significantly by general economic conditions, particularly changes in market interest rates, by government policies and the actions of regulatory authorities, and by competition in our markets.
We earned net income attributable to the Company of $20.0 million in 2018, compared to net income of $13.2 million in 2017, and $14.4 million in 2016.  During these periods, net income per diluted share was $2.86, $1.88, and $2.06, respectively.  The increase in net income in 2018 compared to 2017 was primarily due to a decrease of $6.3 million in provision for income taxes, a decrease of $3.7 in the provision for loan losses, and a $3.5 million increase in net interest income. These changes were only partially offset by a decrease of $8.3 million in other operating income, which was primarily due to the sale of our interest in the assets of NBG in August 2017 and a decrease in mortgage banking income. The decrease in net income in 2017 compared to 2016 was primarily due to an increase of $4.3 million in provision for income taxes and an increase of $902,000 in the provision for loan losses, as well as a decrease of $2.8 million in other operating income, which was primarily driven by a reduction in mortgage banking income. These changes were only partially offset by a $1.3 million increase in net interest income and a $4.6 million decrease in compensation expense - RML acquisition payments in 2017 compared to 2016.
Net Interest Income / Net Interest Margin
Net interest income is the difference between interest income from loan and investment securities portfolios and interest expense on customer deposits and borrowings.  Changes in net interest income result from changes in volume and spread, which in turn affect our margin.  For this purpose, volume refers to the average dollar level of interest-earning assets and interest-bearing liabilities, spread refers to the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities, and margin refers to net interest income divided by average interest-earning assets.  Changes in net interest income are influenced by yields and the level and relative mix of interest-earning assets and interest-bearing liabilities.
Net interest income in 2018 was $61.2 million, compared to $57.7 million in 2017, and $56.4 million in 2016.  The increase in 2018 as compared to 2017 and 2017 as compared to 2016 was mainly due to increased interest income earned on long- and short-term investments and loans primarily due to higher yields resulting from increases in interest rates in both 2018 and 2017 compared to the prior year. During 2018, 2017, and 2016, net interest margins were 4.55%, 4.22%, and 4.14%, respectively. The increase in net interest margin in both 2017 and 2018 compared to the prior year is the result of increases in the spread between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.  

33


The following table sets forth for the periods indicated information with regard to average balances of assets and liabilities, as well as the total dollar amounts of interest income from interest-earning assets and interest expense on interest-bearing liabilities.  Average yields or costs, net interest income, and net interest margin are also presented:
Years ended December 31,
2018

2017

2016
 
Average outstanding balance
Interest income / expense
Average Yield / Cost

Average outstanding balance
Interest income / expense
Average Yield / Cost

Average outstanding balance
Interest income / expense
Average Yield / Cost
 
(In Thousands)
Loans (1),(2)

$971,548


$55,526

5.72
%


$981,001


$53,301

5.43
%


$976,613


$52,905

5.42
%
Loans held for sale
46,089

2,016

4.37
%
 
44,047

1,740

3.95
%
 
52,012

1,872

3.60
%
Long-term Investments(3)
286,426

5,829

2.04
%

305,211

4,634

1.52
%

296,214

3,936

1.33
%
Short-term investments(4)
42,386

806

1.90
%

36,944

433

1.17
%

37,074

205

0.55
%
Total interest-earning assets

$1,346,449


$64,177

4.77
%


$1,367,203


$60,108

4.40
%


$1,361,913


$58,918

4.33
%
Noninterest-earning assets
146,936

 
 

143,849

 
 

144,609

 
 
Total

$1,493,385

 

 



$1,511,052

 

 



$1,506,522

 

 

Interest-bearing deposits

$809,808


$2,307

0.28
%


$829,918


$1,707

0.21
%


$803,877


$1,870

0.23
%
Borrowings
47,570

662

1.37
%

50,523

723

1.43
%

50,095

691

1.38
%
Total interest-bearing  liabilities

$857,378


$2,969

0.35
%


$880,441


$2,430

0.28
%


$853,972


$2,561

0.30
%
Noninterest-bearing demand deposits
417,464

 
 

418,415

 
 

446,366

 
 
Other liabilities
17,521

 
 

19,067

 
 

24,556

 
 
Equity
201,022

 
 

193,129

 
 

181,628

 
 
Total

$1,493,385

 
 


$1,511,052

 
 


$1,506,522

 
 
Net interest income
 

$61,208

 

 

$57,678

 

 

$56,357

 
Net interest margin
 
 
4.55
%

 
 
4.22
%

 
 
4.14
%
Average portfolio loans to average-earnings assets
72.16
%
 
 
 
71.75
%
 
 
 
71.71
%
 
 
Average portfolio loans to average total deposits
79.16
%
 
 
 
78.58
%
 
 
 
78.11
%
 
 
Average non-interest deposits to average total deposits
34.02
%
 
 
 
33.52
%
 
 
 
35.70
%
 
 
Average interest-earning assets to average interest-bearing liabilities
157.04
%
 
 
 
155.29
%
 
 
 
159.48
%
 
 
1Interest income includes loan fees.  Loan fees recognized during the period and included in the yield calculation totaled $3.0 million, $3.2 million and $3.1 million for 2018, 2017 and 2016, respectively.

2Nonaccrual loans are included with a zero effective yield.  Average nonaccrual loans included in the computation of the average loans were $17.5 million, $18.1 million, and $7.2 million in 2018, 2017 and 2016, respectively.

3Consists of investment securities available for sale, investment securities held to maturity, marketable equity securities, and investment in Federal Home Loan Bank stock.
4Consists of interest bearing deposits in other banks and domestic CDs.

34


The following table sets forth the changes in consolidated net interest income attributable to changes in volume and to changes in interest rates.  Changes attributable to the combined effect of volume and interest rate have been allocated proportionately to the changes due to volume and the changes due to interest rate:
 
2018 compared to 2017
2017 compared to 2016
 
Increase (decrease) due to
Increase (decrease) due to
(In Thousands)
Volume
Rate
Total
Volume
Rate
Total
Interest Income:
 
 
 
 
 
 
Loans

($508
)

$2,733


$2,225


$238


$158


$396

Loans held for sale
83

193

276

(364
)
232

(132
)
Long-term investments
(264
)
1,459

1,195

123

575

698

Short term investments
71

302

373

(1
)
229

228

Total interest income

($618
)

$4,687


$4,069


($4
)

$1,194


$1,190

Interest Expense:
 
 
 
 
 
 
Interest-bearing deposits

($40
)

$640


$600


$64


($227
)

($163
)
Borrowings
(35
)
(26
)
(61
)
6

26

32

Total interest expense

($75
)

$614


$539


$70


($201
)

($131
)
 
    
Provision for Loan Losses 
We recorded a benefit for loan losses in 2018 of $500,000, compared to a provision for loan losses of $3.2 million and $2.3 million in 2017 and 2016, respectively.  The loan loss provision decreased in 2018 compared to 2017 primarily due to an improvement in credit quality as nonperforming loans, adversely classified loans, and specific impairment on loans decreased in 2018. The loan loss provision increased in 2017 compared to 2016 primarily due to an increase in nonperforming loans as well as an increase in specific impairment on loans. See the “Allowance for Loan Losses” section under “Financial Condition” and Note 7 of the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of these decreases and changes in the Company’s Allowance. 
Other Operating Income
The following table details the major components of other operating income for the years ended December 31:
(In Thousands)
2018
$ Change
% Change
2017
$ Change
% Change
2016
Other Operating Income
 
 
 
 
 
 
 
Mortgage banking income

$20,844


($2,443
)
(10
)%

$23,287


($6,220
)
(21
)%

$29,507

Employee benefit plan income
—

(2,506
)
(100
)%
2,506

(1,264
)
(34
)%
3,770

Bankcard fees
2,811

214

8
 %
2,597

(73
)
(3
)%
2,670

Purchased receivable income
3,255

280

9
 %
2,975

628

27
 %
2,347

Service charges on deposit accounts
1,508

(106
)
(7
)%
1,614

(384
)
(19
)%
1,998

Commercial servicing revenue
1,422

1,050

282
 %
372

50

16
 %
322

Other loan fees
584

18

3
 %
566

38

7
 %
528

Rental income
692

160

30
 %
532

108

25
 %
424

Gain on loans acquired - APB
257

68

36
 %
189

18

11
 %
171

Gain (loss) on sale of securities
—

(11
)
(100
)%
11

22

(200
)%
(11
)
Gain on sale of Northrim Benefits Group
—

(4,445
)
NM

4,445

4,445

NM

—

Loss on marketable equity securities
(625
)
(625
)
NM

—

—

NM

—

Other income
1,419

39

3
 %
1,380

(157
)
(10
)%
1,537

     Total other operating income

$32,167


($8,307
)
(21
)%

$40,474


($2,789
)
(6
)%

$43,263



35


2018 Compared to 2017
The most significant changes in other operating income in 2018 were decreases in mortgage banking income and employee benefit plan income, as well as a $4.4 million decrease in gain on the sale of our interest in the assets of NBG. Mortgage banking income consists of gross income from the origination and sale of mortgages as well as mortgage loan servicing fees and is the largest component of other operating income at 65% of total other operating income in 2018. Mortgage banking income decreased in 2018 compared to 2017 mainly due to a decrease in the yield and amount of mortgage loans originated and sold as this volume decreased to $528 million in 2018 from $554 million in 2017. The overall decline in mortgage originations is primarily the result of the slowing of the Alaskan economy and rising interest rates while yields have decreased due to market competition. Employee benefit plan income decreased in 2018 compared to 2017 due to the sale of the assets of NBG in August 2017. Lastly, the Company recorded for the first time in other operating income the fair value of its commercial loan servicing portfolio of $1.0 million. Going forward, only changes in the fair value of the Company's commercial loan servicing portfolio will be reflected in other operating income and are not expected to be material to the Company's net income.
2017 Compared to 2016
The most significant changes in other operating income in 2017 were decreases in mortgage banking income and employee benefit plan income, which were partially offset by a $4.4 million gain on the sale of our interest in the assets of NBG. Mortgage banking income decreased in 2017 compared to 2016 mainly due to a decrease in mortgage loans originated and sold to $554 million in 2017 from $736 million in 2016.The overall decline in mortgage originations in 2017 was primarily the result of the slowing of the Alaskan economy. Employee benefit plan income decreased in 2017 compared to 2016 primarily due to the sale of our interest in the assets of NBG in August 2017. Lastly, purchased receivable income increased mostly due to higher yields and balances in 2017 compared to 2016 and service charges on deposit accounts decreased primarily due to lower non-sufficient funds fees.
Other Operating Expense
The following table details the major components of other operating expense for the years ended December 31:
(In Thousands)
2018
$ Change
% Change
2017
$ Change
% Change
2016
Other Operating Expense
 
 
 
 
 
 
 
Salaries and other personnel expense

$44,650


($71
)
—
 %

$44,721


($2,031
)
(4
)%

$46,752

Occupancy expense
6,136

(616
)
(9
)%
6,752

290

4
 %
6,462

Data processing expense
6,035

486

9
 %
5,549

670

14
 %
4,879

Marketing expense
2,318

(248
)
(10
)%
2,566

117

5
 %
2,449

Professional and outside services
2,453

88

4
 %
2,365

(432
)
(15
)%
2,797

Insurance expense
862

(299
)
(26
)%
1,161

138

13
 %
1,023

Intangible asset amortization
70

(30
)
(30
)%
100

(35
)
(26
)%
135

Loss on sale of premise and equipment
2

(1
)
NM

3

(349
)
(99
)%
352

Compensation expense - RML acquisition payments
—

(130
)
(100
)%
130

(4,645
)
(97
)%
4,775

OREO (income) expense, net rental income and gains on sale:
 
   OREO operating expense
802

382

91
 %
420

116

38
 %
304

   Impairment on OREO
—

(904
)
(100
)%
904

717

383
 %
187

   Rental income on OREO
(541
)
(425
)
(366
)%
(116
)
(18
)
(18
)%
(98
)
   Gains on sale of OREO
(3
)
368

99
 %
(371
)
(76
)
(26
)%
(295
)
         Subtotal
258

(579
)
69
 %
837

739

754
 %
98

Other expenses
7,016

47

1
 %
6,969

411

6
 %
6,558

     Total other operating expense

$69,800


($1,353
)
(2
)%

$71,153


($5,127
)
(7
)%

$76,280

 

36


2018 Compared to 2017
Other operating expense decreased in 2018 as compared to the prior year primarily due to decreases in occupancy expense and OREO expense, net of OREO gains on sale and rental income. In 2018, occupancy expense included a one-time technical correction that decreased depreciation expense by $670,000. OREO expenses net of gains and rental income decreased due to no impairment charges on OREO properties in 2018 and an increase in rental income on OREO properties associated with one commercial property. These decreases were partially offset by increases in OREO operating costs associated with the commercial property, and lower gains on the sale of OREO properties in 2018. Lastly, salaries and other personnel expense in the Home Mortgage Lending segment decreased $935,000 in 2018 as compared to 2017, primarily due to a reduction in full-time equivalent employees as mortgage origination volume has declined. This decrease was offset by an $864,000 increase in salaries and other personnel expense in the Community Banking segment in 2018 compared to 2017, primarily due to an increase in full time equivalent employees and an increase in benefits costs associated with the Company's self-insured group health plan due to higher medical claims.
2017 Compared to 2016
Other operating expense decreased in 2017 as compared to the prior year primarily due to decreased costs in compensation expense - RML acquisition payments and salaries and other personnel expense, and, to a lesser extent, professional and outside services expense and loss on sale of premises and equipment. Compensation expense - RML acquisition payments decreased $4.6 million in 2017 as compared to 2016 due in part to the fact that 2016 included a $2.3 million non-cash error correction that covered the period from December 1, 2014, through June 30, 2016. The remainder of the decrease in compensation expense - RML acquisition payments resulted from a decrease in net income from RML. Salaries and other personnel expense decreased primarily due to lower originator commission expense in the Home Mortgage Lending segment due to lower home mortgage loan originations. These decreases were partially offset by increases in impairment on OREO expense and data processing expense in 2017 compared to 2016. Impairment on OREO increased in 2017 as compared to 2016 due to writedowns on two OREO properties resulting from a decrease in sales price assumptions. Data processing expense increased in 2017 as compared to 2016 mostly due to higher software amortization and maintenance expense.
Income Taxes
The provision for income taxes decreased $6.3 million or 61%, to $4.1 million in 2018 as compared to 2017 and increased $4.3 million or 71%, to $10.3 million in 2017 as compared to 2016.  The decrease in 2018 is primarily due to a decrease in the corporate tax rate included in federal tax legislation enacted in December 2017. In addition to reducing the Company's federal tax rate from 35% in 2017 to 21% in 2018, this change also resulted in $2.7 million in expense in 2017 for the revaluation of the Company's net deferred tax asset. In 2018, the Company finalized its valuation of net deferred tax assets related to the decrease in the federal tax rate after completing a fixed asset cost segregation study for tax planning purposes which resulted in a $470,000 decrease in tax expense. The Company's effective tax rates were 17%, 43%, and 29% in 2018, 2017, and 2016, respectively. The changes in the Company's effective tax rates for 2018 and 2017 are primarily due to the items discussed regarding the changes in tax expense for these periods.

FINANCIAL CONDITION
Investment Securities
The composition of our investment securities portfolio, which includes securities available for sale, securities held to maturity, and marketable equity securities, reflects management’s investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of interest income.  The investment securities portfolio also mitigates interest rate and credit risk inherent in the loan portfolio, while providing a vehicle for the investment of available funds, a source of liquidity (by pledging as collateral or through repurchase agreements), and collateral for certain public funds deposits. Investment securities designated as available for sale comprised 97% of the portfolio as of December 31, 2018 and are available to meet liquidity requirements. 
Our investment portfolio consists primarily of government sponsored entity securities, corporate securities, and municipal securities.  Investment securities at December 31, 2018 decreased $33.9 million, or 11%, to $278.9 million from $312.8 million at December 31, 2017.  The decrease at December 31, 2018 as compared to December 31, 2017 is primarily due to a portion of the proceeds from sales, maturities, and security calls being reinvested in loans as of December 31, 2018. The average maturity of the investment portfolio was approximately two and a half years at December 31, 2018.

37


Investment securities may be pledged as collateral to secure public deposits or borrowings.  At December 31, 2018 and 2017, $58.4 million and $51.6 million in securities were pledged for deposits and borrowings, respectively.  Pledged securities increased at December 31, 2018 as compared to December 31, 2017 because the Company had increased balances in tri-party accounts at December 31, 2018.
The following tables set forth the composition of our investment portfolio at December 31 for the years indicated:
(In Thousands)
Amortized Cost

Fair Value
Securities Available for Sale:
 


 

   2018:
 


 

    U.S. Treasury and government sponsored entities

$209,908



$208,860

    Municipal Securities
9,089


9,084

    Corporate Bonds
40,139


39,780

    Collateralized Loan Obligations
13,990

 
13,886

            Total

$273,126



$271,610

   2017:
 


 

    U.S. Treasury and government sponsored entities

$250,794



$249,461

    Municipal Securities
14,395


14,421

    Corporate Bonds
36,654


37,132

    Collateralized Loan Obligations
6,000

 
6,005

    Preferred Stock
5,422


5,731

             Total

$313,265



$312,750

   2016:
 


 

    U.S. Treasury and government sponsored entities

$264,267



$263,361

    Municipal Securities
18,184


18,157

    U.S. Agency Mortgage-backed Securities
2


2

    Corporate Bonds
44,437


44,732

    Preferred Stock
4,922


4,967

             Total

$331,812



$331,219

Marketable Equity Securities:
 
 
 
   2018:
 
 
 
    Preferred Stock

$7,580

 

$7,265

             Total

$7,580

 

$7,265

   2017:
 
 
 
    Preferred Stock

$—

 

$—

             Total

$—

 

$—

   2016:
 
 
 
    Preferred Stock

$—

 

$—

             Total

$—

 

$—

Securities Held to Maturity:
 


 

   2018:
 


 

    Municipal Securities

$—



$—

             Total

$—



$—

   2017:
 


 

    Municipal Securities

$—



$—

            Total

$—



$—

   2016:
 


 

    Municipal Securities

$899



$922

            Total

$899



$922

 

38


    
The following table sets forth the market value, maturities, and weighted average pretax yields of our investment portfolio as of December 31, 2018:
 
Maturity
 
Within
 
 
Over
 
(In Thousands)
1 Year
1-5 Years
5-10 Years
10 Years
Total
Securities Available for Sale:
 
 
 
 
 
    U.S. Treasury and government sponsored entities
 

 

 

 

 

         Balance

$67,798


$141,062


$—


$—


$208,860

         Weighted average yield
1.41
%
2.36
%
—
%
—
%
2.05
%
    Municipal securities
 

 

 

 

 

         Balance

$1,861


$7,223


$—


$—


$9,084

         Weighted average yield
1.64
%
2.64
%
—
%
—
%
2.43
%
    Corporate bonds
 

 

 

 

 

         Balance

$—


$30,103


$9,677


$—


$39,780

         Weighted average yield
—
%
3.45
%
3.51
%
—
%
3.46
%
    Collateralized loan obligations
 
 
 
 
 
         Balance

$—


$—


$2,990


$10,896


$13,886

         Weighted average yield
—
%
—
%
3.86
%
3.78
%
3.80
%
    Total
 

 

 

 

 

         Balance

$69,659


$178,388


$12,667


$10,896


$271,610

         Weighted average yield
1.41
%
2.55
%
3.59
%
3.78
%
2.36
%
Marketable Equity Securities
 

 

 

 

 

    Preferred Stock










         Balance

$—


$—


$—


$7,265


$7,265

         Weighted average yield
—
%
—
%
—
%
4.75
%
4.75
%
 
The Company’s investment in marketable equity securities does not have a maturity date but it has been included in the over 10 years column above. At December 31, 2018, we held no securities of any single issuer (other than government sponsored entities) that exceeded 10% of our shareholders’ equity.
Loans
Our loan products include short and medium-term commercial loans, commercial credit lines, construction and real estate loans, and consumer loans. To a lesser extent, through our wholly-owned subsidiary RML, we also originate mortgage loans which we sell to the secondary market. We also retain servicing rights on mortgage loans originated by RML and sold to the Alaska Housing Finance Corporation ("AHFC").  We emphasize providing financial services to small and medium-sized businesses and to individuals. From our inception, we have emphasized commercial, land development and home construction, and commercial real estate lending.  These types of lending have provided us with needed market opportunities and generally provide higher net interest margins compared to other types of lending such as consumer lending.  However, they also involve greater risks, including greater exposure to changes in local economic conditions.
All of our loans and credit lines are subject to approval procedures and amount limitations.  These limitations apply to the borrower’s total outstanding indebtedness and commitments to us, including the indebtedness of any guarantor.  Generally, we are permitted to make loans to one borrower of up to 15% of the unimpaired capital and surplus of the Bank.  The loan-to-one-borrower limitation for the Bank was $27.9 million at December 31, 2018.  At December 31, 2018, the Company had two relationships whose total direct and indirect commitments exceeded $27.9 million; however, no individual direct relationship exceeded the loans-to-one borrower limitation.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Provision for Loan Losses” for further discussion of the Company's concentration of loans to large borrowers.
Our lending operations are guided by loan policies, which outline the basic policies and procedures by which lending operations are conducted.  Generally, the policies address our desired loan types, target markets, underwriting and collateral

39


requirements, terms, interest rate and yield considerations, and compliance with laws and regulations.  The policies are reviewed and approved annually by the board of directors of the Bank.  Our Quality Assurance Department provides a detailed financial analysis of our largest, most complex loans.  In addition, the Quality Assurance Department, along with the Senior Credit Officer of the Bank, have developed processes to analyze and manage various concentrations of credit within the overall loan portfolio.  The Credit Administration Department monitors the procedures and processes for both the analysis and reporting of problem loans, and also develops strategies to resolve problem loans based on the facts and circumstances for each loan.  Finally, our Internal Audit Department also performs an independent review of each loan portfolio for compliance with loan policy as well as a review of credit quality.  The Internal Audit review follows the FDIC sampling guidelines, and a review of each portfolio is performed on an annual basis. 
The following table sets forth the composition of our loan portfolio by loan segment:
 
December 31, 2018
December 31, 2017
December 31, 2016
December 31, 2015
December 31, 2014
 
Dollar Amount
Percent of Total
Dollar Amount
Percent of Total
Dollar Amount
Percent of Total
Dollar Amount
Percent of Total
Dollar Amount
Percent of Total
(In Thousands)
Commercial

$342,420

34.8
 %

$313,514

32.8
 %

$277,802

28.5
 %

$271,946

27.8
 %

$271,986

29.5
 %
Real estate construction one-to-four family
37,111

3.8
 %
31,201

3.3
 %
26,061

2.7
 %
44,488

4.5
 %
34,842

3.8
 %
Real estate construction other
72,256

7.3
 %
80,093

8.4
 %
72,159

7.4
 %
74,956

7.7
 %
91,162

9.9
 %
Real estate term owner occupied
126,414

12.8
 %
132,042

13.8
 %
152,112

15.6
 %
143,667

14.7
 %
120,621

13.1
 %
Real estate term non-owner occupied
325,720

33.1
 %
319,313

33.4
 %
356,411

36.6
 %
347,284

35.4
 %
301,544

32.7
 %
Real estate term other
42,039

4.3
 %
40,411

4.2
 %
45,402

4.7
 %
46,672

4.8
 %
44,385

4.8
 %
Consumer secured by 1st deeds of trust
19,228

2.0
 %
22,616

2.4
 %
23,280

2.4
 %
26,369

2.7
 %
31,640

3.4
 %
Consumer other
23,645

2.4
 %
19,919

2.1
 %
25,281

2.6
 %
28,912

3.0
 %
31,493

3.4
 %
Subtotal

$988,833

 

$959,109

 

$978,508

 

$984,294

 

$927,673

 
Less: Unearned origination fee,
 
 
 
 
 
 
 
 
 
 
net of origination costs
(4,487
)
(0.5
)%
(4,156
)
(0.4
)%
(4,434
)
(0.5
)%
(4,612
)
(0.5
)%
(4,551
)
(0.5
)%
Total portfolio loans

$984,346

 

$954,953

 

$974,074

 

$979,682

 

$923,122

 
 
Commercial Loans:  Our commercial loan portfolio includes both secured and unsecured loans for working capital and expansion.  Short-term working capital loans generally are secured by accounts receivable, inventory, or equipment. We also make longer-term commercial loans secured by equipment and real estate.  We also make commercial loans that are guaranteed in large part by the Small Business Administration or the Bureau of Indian Affairs and to a lesser extent guaranteed by the United States Department of Agriculture, as well as commercial real estate loans that are purchased by the Alaska Industrial Development and Export Authority (“AIDEA”). Commercial loans increased to $342.4 million at December 31, 2018 from $313.5 million at December 31, 2017 and represented approximately 35% and 33% of our total loans outstanding as of December 31, 2018 and December 31, 2017, respectively. Commercial loans reprice more frequently than other types of loans, such as real estate loans.  More frequent repricing means that interest cash flows from commercial loans are more sensitive to changes in interest rates.  In a rising interest rate environment, our philosophy is to emphasize the pricing of loans on a floating rate basis, which allows these loans to reprice more frequently and to contribute positively to our net interest margin. 
Commercial Real Estate: We are an active lender in the commercial real estate market.  At December 31, 2018, commercial real estate loans increased to $494.2 million from $491.8 million at December 31, 2017, and represented approximately 50% and 52% of our loan portfolio as of December 31, 2018 and December 31, 2017, respectively.  These loans are typically secured by office buildings, apartment complexes or warehouses.  Loan amortization periods range from 10 to 25 years and generally have a maximum maturity of 10 years.
We may sell all or a portion of a commercial real estate loan to two State of Alaska entities, AIDEA and AHFC, which were both established to provide long-term financing in the State of Alaska.  The loans that AIDEA purchases typically feature a maturity twice that of the loans retained by us and bear a lower interest rate. The blend of our and AIDEA’s loan terms allows us to provide competitive long-term financing to our customers, while reducing the risk inherent in this type of lending.  We also originate and sell to AHFC loans secured by multifamily residential units. Typically, 100% of these loans are sold to AHFC and we provide ongoing servicing of the loans for a fee. AIDEA and AHFC make it possible for us to originate these commercial real estate loans and enhance fee income while reducing our exposure to interest rate risk. 
Construction Loans:   We provide construction lending for commercial real estate projects.  Such loans generally are made only when the Company has also committed to finance the completed project with a commercial real estate loan, or if there is a firm

40


take-out commitment upon completion of the project by a third party lender.  Additionally, we provide land development and residential subdivision construction loans.  We also originate one-to-four-family residential and condominium construction loans to builders for construction of homes. The Company’s construction loans decreased in 2018 to $109.4 million, down from $111.3 million in 2017, and represented approximately 11% and 12% of our loan portfolio in December 31, 2018 and December 31, 2017, respectively. As of December 31, 2018, approximately $43.1 million or 39%, of the Company's construction loans were for low income housing tax credit projects as compared to $30.5 million or 27% as of December 31, 2017.
Consumer Loans: We provide personal loans for automobiles, recreational vehicles, boats, and other larger consumer purchases.  We provide both secured and unsecured consumer credit lines to accommodate the needs of our individual customers, with home equity lines of credit serving as the major product in this area.
Loans Directly Exposed to the Oil and Gas Industry: The Company defines "direct exposure" to the oil and gas industry as companies that it has identified as significantly reliant upon activity related to the oil and gas industry, such as oil producers or drilling and exploration companies, and companies who provide oilfield services, lodging, equipment rental, transportation, and other logistic services specific to the industry. The Company estimates that $62.3 million, or approximately 6% of loans as of December 31, 2018 have direct exposure to the oil and gas industry as compared to $70.8 million, or approximately 7% of loans as of December 31, 2017. The Company has no loans to oil producers or drilling and exploration companies as of the end of 2018 or 2017, but the $62.3 million outstanding as of December 31, 2018 noted above does include $9.6 million related to the construction of an oil rig. The Company's unfunded commitments to borrowers that have direct exposure to the oil and gas industry were $32.5 million and $53.5 million at December 31, 2018 and 2017, respectively. The portion of the Company's allowance for loan losses that related to the loans with direct exposure to the oil and gas industry was estimated at $1.4 million and $1.8 million as of December 31, 2018 and 2017, respectively.
The following table details loan balances by loan segment asset quality rating ("AQR") and class of financing receivable for loans with direct oil and gas exposure as of the dates indicated:
(In Thousands)
Commercial
 
Real estate construction one-to-four family
 
Real estate construction other
 
Real estate term owner occupied
 
Real estate term non-owner occupied
 
Real estate term other
 
Consumer secured by 1st deeds of trust
 
Consumer other
 
Total
December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AQR Pass

$44,512

 

$—

 

$—

 

$5,216

 

$—

 

$—

 

$—

 

$399

 

$50,127

AQR Special Mention
857

 
—

 
—

 
2,242

 
7,364

 
—

 
—

 
—

 
10,463

AQR Substandard
1,723

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
1,723

        Total loans

$47,092

 

$—

 

$—

 

$7,458

 

$7,364

 

$—

 

$—

 

$399

 

$62,313

December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AQR Pass

$48,601

 

$—

 

$—

 

$9,731

 

$7,778

 

$—

 

$—

 

$435

 

$66,545

AQR Substandard

$4,234

 

$—

 

$—

 

$—

 

$—

 

$—

 

$—

 

$—

 

$4,234

        Total loans

$52,835

 

$—

 

$—

 

$9,731

 

$7,778

 

$—

 

$—

 

$435

 

$70,779


41


Maturities and Sensitivities of Loans to Change in Interest Rates: The following table presents the aggregate maturity data of our loan portfolio, excluding loans held for sale, at December 31, 2018:
 
Maturity
 
(In Thousands)
Within 1 Year
1-5 Years
Over 5 Years
Total
Commercial

$146,127


$81,009


$115,284


$342,420

Real estate construction one-to-four family
36,367

744

—

37,111

Real estate construction other
43,005

19,092

10,159

72,256

Real estate term owner occupied
8,966

22,979

94,469

126,414

Real estate term non-owner occupied
27,801

119,627

178,292

325,720

Real estate term other
9,442

11,392

21,205

42,039

Consumer secured by 1st deeds of trust
55

1,766

17,407

19,228

Consumer other
1,477

5,576

16,592

23,645

Total

$273,240


$262,185


$453,408


$988,833

Fixed interest rate

$113,168


$82,084


$57,591


$252,843

Floating interest rate
160,072

180,101

395,817

735,990

Total

$273,240


$262,185


$453,408


$988,833


     At December 31, 2018, 61% of the portfolio was scheduled to mature or reprice in 2019 with 36% scheduled to mature or reprice between 2020 and 2023.
As of December 31, 2018, approximately 70% of commercial loans are variable rate loans, of which 69% reprice within one year. The majority of these loans reprice to an index based upon the prime rate of interest or the respective Federal Home Loan Bank of Boston (the "Boston FHLB") rate.  The Company also uses floors in its commercial loan pricing as loans are originated or renewed during the year.
At December 31, 2018, the interest rates for approximately 85% of commercial real estate loans are variable, of which 52% reset within one year. Approximately 42% of commercial real estate variable rate loans reprice in greater than one year but within three years.  The indices for these loans include the prime rate of interest or the respective Treasury or Boston FHLB rate.  The Company also uses floors in its commercial real estate loan pricing as loans are originated or renewed during the year. 
Loans Held for Sale and Mortgage Servicing Rights:   The Company originates residential mortgage loans and sells them in the secondary market through our wholly-owned subsidiary, RML. All residential mortgage loans originated and sold in 2018 and 2017 were newly originated loans that did not affect nonperforming loans. The Company also has a mortgage servicing portfolio which is comprised of 1-4 family loans serviced for Freddie Mac Home Loan Corporation ("FHLMC") and AHFC. The Company retains servicing rights on all mortgage loans originated by RML and sold to AHFC. Mortgages originated by RML and sold to AHFC represent approximately 32% and 26% of the mortgages originated by RML in 2018 and 2017, respectively. Mortgage servicing rights are adjusted to fair value quarterly with the change recorded in mortgage banking income. The value of mortgage servicing rights is impacted by market rates for mortgage loans primarily due to how changes in interest rates affect prepayments of mortgage loans. To the extent loans are prepaid sooner than estimated at the time servicing assets are originally recorded, it is possible that certain residential mortgage servicing rights assets may decrease in value. Generally, the fair value of our residential mortgage servicing rights are expected to increase as market rates for mortgage loans rise and decrease if market rates fall.


42


Credit Quality and Nonperforming Assets
Nonperforming assets consist of nonaccrual loans, accruing loans that are 90 days or more past due, repossessed assets and OREO.  The following table sets forth information regarding our nonperforming loans and total nonperforming assets:
(In Thousands)
2018
2017
2016
2015
2014
Nonperforming loans
 
 
 
 
 
Nonaccrual loans

$15,210


$21,626


$13,893


$3,686


$4,674

Loans 90 days past due and accruing
—

252

456

—

—

Government guarantees on nonperforming loans
(516
)
(467
)
(1,413
)
(1,561
)
(1,178
)
Net nonperforming loans

$14,694


$21,411


$12,936


$2,125


$3,496

Other real estate owned
7,962

8,651

6,574

3,053

4,607

Repossessed assets
1,242

—

—

—

19

Other real estate owned guaranteed by government
(1,279
)
(1,333
)
(195
)
—

(891
)
Net nonperforming assets

$22,619


$28,729


$19,315


$5,178


$7,231

 
 
 
 
 
 
Nonperforming loans, net of government guarantees
to portfolio loans
1.49
%
2.24
%
1.33
%
0.22
%
0.38
%
Nonperforming assets, net of government guarantees to total assets
1.50
%
1.89
%
1.27
%
0.35
%
0.50
%
 
 
 
 
 
 
Performing restructured loans

$3,413


$7,668


$6,131


$11,804


$5,353

 
 
 
 
 
 
Nonperforming loans plus performing restructured loans, net of government guarantees

$18,107


$29,079


$19,067


$13,929


$8,849

Nonperforming loans plus performing restructured loans to portfolio loans, net of government guarantees
1.84
%
3.05
%
1.96
%
1.42
%
0.96
%
Nonperforming assets plus performing restructured loans to total assets, net of government guarantees
1.73
%
2.40
%
1.67
%
1.13
%
0.87
%
 
 
 
 
 
 
Adversely classified loans, net of government guarantees

$27,217


$33,845


$35,634


$30,825


$5,878

Loans 30-89 days past due and accruing, net of government guarantees to portfolio loans
0.36
%
0.22
%
0.22
%
0.12
%
—
%
 
 
 
 
 
 
Allowance for loan losses to portfolio loans
1.98
%
2.25
%
2.02
%
1.85
%
1.81
%
Allowance for loan losses to nonperforming loans, net of government guarantees
133
%
100
%
152
%
854
%
478
%
 
The Company’s nonperforming loans, net of government guarantees decreased in 2018 to $14.7 million as compared to $21.4 million in 2017. This decrease was due to the transfer of one borrowing relationship to repossessed assets, principal paydowns including one large nonaccrual loan payoff, and charge-offs on nonaccrual loans in 2018. There was interest income of $213,000, $142,000, and $181,000 recognized in net income for 2018, 2017, and 2016, respectively, related to interest collected on nonaccrual loans whose principal has been paid down to zero. The Company had five relationships that represented more than 10% of nonaccrual loans as of December 31, 2018.
 The Company had $3.4 million and $7.7 million in loans classified as troubled debt restructuring loans ("TDRs") that were performing as of December 31, 2018 and 2017, respectively.  Additionally, there were $11.4 million and $16.2 million in TDRs included in nonaccrual loans at December 31, 2018 and 2017 for total TDRs of $14.8 million and $23.8 million at December 31, 2018 and 2017, respectively.  The decrease in TDRs at December 31, 2018 as compared to 2017 was primarily due to several payoffs and paydowns on loans classified as TDRs that were only partially offset by additions to TDRs in 2018.  See Note 6 of the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of TDRs.
At December 31, 2018, management had identified potential problem loans of $17.1 million as compared to potential problem loans of $9.5 million at December 31, 2017.  Potential problem loans are loans which are currently performing that have developed negative indications that the borrower may not be able to comply with present payment terms and which may later be

43


included in nonaccrual, past due, or impaired loans.  The $7.6 million increase in potential problem loans at December 31, 2018 from December 31, 2017 was primarily due to the addition of three relationships totaling $9.1 million. These increases were partially offset by the payoff of one loan totaling $883,000 and other loan paydowns in 2018.
The Company acquired other assets consisting of aircraft totaling $1.2 million in the fourth quarter of 2018 through foreclosure proceedings related to one lending relationship.
The following summarizes OREO activity for the periods indicated:
(In Thousands)
2018
2017
2016
Balance, beginning of the year

$8,651


$6,574


$3,053

Transfers from loans
686

5,912

4,036

Investment in other real estate owned
144

—

311

Proceeds from the sale of other real estate owned
(1,522
)
(3,302
)
(934
)
Gain on sale of other real estate owned, net
3

371

295

Impairment on other real estate owned
—

(904
)
(187
)
Balance, end of year
7,962

8,651

6,574

Government guarantees
(1,279
)
(1,333
)
(195
)
Balance, end of year, net of government guarantees

$6,683


$7,318


$6,379

    
At December 31, 2018 and 2017 the Company held $6.7 million and $7.3 million, respectively, of OREO assets, net of government guarantees.  At December 31, 2018, OREO consists of $2.2 million in residential lots in various stages of development, a $151,000 single-family residence, and a $5.6 million commercial building.  All OREO property is located in Alaska.  The Bank initiates foreclosure proceedings to recover and sell collateral pledged by a debtor to secure a loan based on various events of default and circumstances related to loans that are secured by either commercial or residential real property.  These events and circumstances include delinquencies, the Company’s relationship with the borrower, and the borrower’s ability to repay the loan via a source other than the collateral.  If the loan has not yet matured, the debtors may cure the events of default up to the time of sale to retain their interest in the collateral.  Failure to cure the defaults will result in the debtor losing ownership interest in the property, which is taken by the creditor, or high bidder at a foreclosure sale. 
During 2018, additions to OREO totaled $686,000 which included four single-family residences. During 2018, the Company received approximately $1.5 million in proceeds from the sale of OREO which included $806,000 from the sale of lots and land, $645,000 from the sale of single-family residences, and $71,000 from the sale of a commercial building.  The Company recognized $144,000, $391,000, and $295,000 in gains and $141,000, $19,000, and $0 in losses on the sale of OREO properties in 2018, 2017, and 2016, respectively, for net gains of $3,000, $371,000, and $295,000 in 2018, 2017, and 2016, respectively.  The Company had remaining accumulated deferred gains on the sale of OREO properties of $262,000 at both December 31, 2018 and 2017.    
The Company did not make any loans to facilitate the sale of OREO in 2018, 2017, or 2016.  Our underwriting policies and procedures for loans to facilitate the sale of OREO are no different than our standard loan policies and procedures.
The Company recognized impairments of zero, $904,000 and $187,000 in 2018, 2017, and 2016, respectively, due to adjustments to the Company’s estimate of the fair value of certain properties based on changes in estimated costs to complete the projects, decrease in expected sales prices, and changes in the Anchorage, Fairbanks, and the Southeastern Alaska real estate markets.   

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

44


•
A specific allocation for impaired loans.  Management determines the fair value of the majority of these loans based on the underlying collateral values.  This analysis is based upon a specific analysis for each impaired loan, including external appraisals on loans secured by real property, management’s assessment of the current market, recent payment history, and an evaluation of other sources of repayment.  In-house evaluations of fair value are used in the impairment analysis in some situations.  Inputs to the in-house evaluation process include information about sales of comparable properties in the appropriate markets and changes in tax assessed values.  The Company obtains appraisals on real and personal property that secure its loans during the loan origination process in accordance with regulatory guidance and its loan policy.  The Company obtains updated appraisals on loans secured by real or personal property based upon its assessment of changes in the current market or particular projects or properties, information from other current appraisals, and other sources of information.  Appraisals may be adjusted downward by the Company based on its evaluation of the facts and circumstances on a case by case basis.  External appraisals may be discounted when management believes that the absorption period used in the appraisal is unrealistic, when expected liquidation costs exceed those included in the appraisal, or when management’s evaluation of deteriorating market conditions warrants an adjustment.  Additionally, the Company may also adjust appraisals in the above circumstances between appraisal dates.  The Company uses the information provided in these updated appraisals along with its evaluation of all other information available on a particular property as it assesses the collateral coverage on its performing and nonperforming loans and the impact that may have on the adequacy of its Allowance.  The specific allowance for impaired loans, as well as the overall Allowance, may increase based on the Company’s assessment of updated appraisals.  See Note 24 of the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of the Company’s estimation of impaired loans measured at fair value.    
When the Company determines that a loss has occurred on an impaired loan, a charge-off equal to the difference between carrying value and fair value is recorded.  If a specific allowance is deemed necessary for a loan, and then that loan is partially charged off, the loan remains classified as a nonperforming loan after the charge-off is recognized.  

•
A general allocation - The Company has identified segments and classes of loans not considered impaired for purposes of establishing the general allocation allowance.  The Company disaggregates the loan portfolio into segments and classes based on its assessment of how different pools of loans with like characteristics in the portfolio behave over time.  This determination is based on historical experience and management’s assessment of how current facts and circumstances are expected to affect the loan portfolio. 
The Company first disaggregates the loan portfolio into the following eight segments: commercial, real estate construction one-to-four family, real estate construction other, real estate term owner occupied, real estate term non-owner occupied, real estate term other, consumer secured by 1st deeds of trust, and other consumer loans.  
 
After division of the loan portfolio into segments, the Company then further disaggregates each of the segments into classes. The Company has a total of five classes, which are based off of the Company's loan risk grading system known as the Asset Quality Rating (“AQR”) system.  The risk ratings are discussed in Note 6 to the Consolidated Financial Statements included in Item 8 of this report.  There are five loan classes: pass (pass AQR grades, which are grades 1 – 6), special mention, substandard, doubtful, and loss. There have been no changes to these loan classes in 2018. 
 
After the portfolio has been disaggregated into segments and classes, the Company calculates a general reserve for each segment and class based on the average loss history for each segment and class.  The Company utilizes a look-back period of five years in the calculation of average historical loss rates.
 
After the Company calculates a general allocation using our loss history, the general reserve is then adjusted for qualitative factors by segment and class.  Qualitative factors are based on management’s assessment of current trends that may cause losses inherent in the current loan portfolio to differ significantly from historical losses.  Some factors that management considers in determining the qualitative adjustment to the general reserve include our concentration of large borrowers; national and local economic trends; general business conditions; trends in local real estate markets; economic, political, and industry specific factors that affect resource development in Alaska; effects of various political activities; peer group data; and internal factors such as underwriting policies and expertise of the Company’s employees. 

•
An unallocated reserve - The unallocated portion of the Allowance provides for other credit losses inherent in our loan portfolio that may not have been contemplated in the specific and general components of the Allowance, and it acknowledges the inherent imprecision of all loss prediction models.  The unallocated component is reviewed

45


periodically based on trends in credit losses and overall economic conditions.   At December 31, 2018 and 2017, the unallocated allowance as a percentage of the total Allowance was 13% and 16%, respectively. 
The following table shows the allocation of the Allowance for the years indicated:  
 
2018
2017
2016
2015
2014
 
 
% of Loans(1)
 
% of Loans(1)
 
% of Loans(1)
 
% of Loans(1)
 
% of Loans(1)
(In Thousands)
Amount
Amount
Amount
Amount
Amount
Commercial

$5,660

35
%

$6,172

34
%

$5,535

28
%

$5,906

28
%

$5,643

33
%
Real estate construction one-to-four family
675

4
%
629

3
%
550

3
%
854

4
%
644

4
%
Real estate construction other
1,275

7
%
1,566

8
%
1,465

7
%
1,439

8
%
1,653

10
%
Real estate term owner occupied
2,027

13
%
2,194

14
%
2,358

16
%
1,657

15
%
1,580

12
%
Real estate term non-owner occupied
5,799

33
%
6,043

33
%
6,853

37
%
5,515

35
%
4,704

31
%
Real estate term other
716

4
%
725

4
%
819

5
%
628

4
%
656

4
%
Consumer secured by 1st deeds of trust
306

2
%
315

2
%
313

2
%
264

3
%
285

3
%
Consumer other
426

2
%
307

2
%
408

2
%
397

3
%
410

3
%
Unallocated
2,635

—
%
3,510

—
%
1,396

—
%
1,493

—
%
1,148

—
%
Total

$19,519

100
%

$21,461

100
%

$19,697

100
%

$18,153

100
%

$16,723

100
%
1Represents percentage of this category of loans to total portfolio loans.

The following table sets forth information regarding changes in our Allowance for the years indicated: 
(In Thousands)
2018

2017

2016

2015

2014
Balance at beginning of year

$21,461



$19,697



$18,153



$16,723



$16,282

Charge-offs:
 

 

 

 

 
Commercial
(1,716
)

(1,611
)

(903
)

(616
)

(319
)
Real estate construction one-to-four family
—


—


(535
)

—


—

Real estate term non-owner occupied
—


—


—


—


(160
)
Real estate term other
(28
)

(5
)

—


(81
)

—

Consumer secured by 1st deeds of trust
(143
)

(85
)

(36
)

(28
)

(59
)
Consumer other
(39
)

(43
)

(8
)

(101
)

(87
)
Total charge-offs
(1,926
)

(1,744
)

(1,482
)

(826
)

(625
)
Recoveries:
 

 

 

 

 
Commercial
442


293


699


379


1,041

Real estate construction one-to-four family
—


—


—


—


625

Real estate term other
3


2


—


107


—

Consumer secured by 1st deeds of trust
12


2


—


3


4

Consumer other
27


11


29


13


32

Total recoveries
484


308


728


502


1,702

Net, recoveries (charge-offs)
(1,442
)

(1,436
)

(754
)

(324
)

1,077

Provision (benefit) for loan losses
(500
)

3,200


2,298


1,754


(636
)
Balance at end of year

$19,519



$21,461



$19,697



$18,153



$16,723

Ratio of net charge-offs to average loans
 

 

 

 

 
outstanding during the period
0.15
%

0.15
%

0.08
%

(0.03
)%

(0.12
)%

In accordance with GAAP, loans acquired in connection with our acquisition of Alaska Pacific on April 1, 2014 were recorded at their fair value at the acquisition date. Credit discounts were included in the determination of fair value; therefore, an allowance for loan losses was not recorded at the acquisition date. Purchased credit impaired loans were evaluated on a loan by loan basis and the valuation allowance for these loans was netted against the carrying value. Deterioration in credit quality of the acquired loans subsequent to acquisition date results in the establishment of an allowance. Management assesses the credit

46


impairment for the loans that were acquired in connection with the acquisition of Alaska Pacific as part of the on-going monitoring of the credit quality of the Company's entire loan portfolio. Management tracks certain credit quality indicators including trends in past due and nonaccrual loans, gross and net charge-offs, and movement in loan balances within the risk classifications. As of December 31, 2018, $220,000 of the original $141.5 million of purchased loans, or 0.16%, had migrated from pass grade loans to substandard loans. These loans are included in impaired loans as of December 31, 2018, and have been evaluated for specific impairment as part of the calculation of the Allowance. There was no specific impairment on these loans at December 31, 2018 or 2017. There was no Allowance related to acquired loans at December 31, 2017, however, the Company included these loans in the Allowance at December 31, 2018 due to the the amount of time that has passed since the loans were purchased. The purchase discount related to these acquired credit impaired loans was $375,000 and $803,000 as of December 31, 2018 and 2017, respectively.
The provision for loan losses in 2018 as compared to 2017 decreased $3.7 million to a benefit of $500,000 compared to a provision of $3.2 million in 2017. This decrease is primarily due to a decrease in nonperforming loans and the portion of the Allowance specific to impaired loans. The Company determined that an Allowance of $19.5 million, or 1.98% of portfolio loans, is appropriate as of December 31, 2018 based on our analysis of the current credit quality of the portfolio and current economic conditions. The provision for loan losses in 2017 as compared to 2016 increased $902,000 to $3.2 million compared to $2.3 million in 2016. This increase is primarily due to an increase in nonperforming loans and the portion of the Allowance specific to impaired loans. The provision for loan losses in 2016 as compared to 2015 increased $544,000 to $2.3 million compared to $1.8 million in 2015. This increase was primarily due to an increase in nonperforming loans in 2016 compared to the prior year as well as an increase in qualitative factors mostly due to softening in the Alaska economy in 2016. The provision for loan losses in 2015 as compared to 2014 increased $2.4 million to $1.8 million compared to a benefit, or negative expense, of $636,000 in 2014. This increase was primarily due to net recoveries on loans in 2014 that led to a negative loan loss provision in that year.
While management believes that it uses the best information available to determine the Allowance, unforeseen market conditions and other events could result in an adjustment to the Allowance, and net income could be significantly affected if circumstances differed substantially from the assumptions used in making the final determination of the Allowance.
Purchased Receivables
We purchase accounts receivable from our business customers and provide them with short-term working capital.  We provide this service to our customers in Alaska, Washington, Oregon, and some other states through NFS.
      Our purchased receivable activity is guided by policies that outline risk management, documentation, and approval limits.  The policies are reviewed and approved annually by the Company's Board of Directors. Purchased receivables are recorded on the balance sheet net of a reserve for purchased receivable losses. 
Purchased receivable balances decreased at December 31, 2018 to $14.4 million from $22.2 million at December 31, 2017, and year-to-date average purchased receivable balances were $17.4 million, $15.9 million, and $13.3 million in 2018, 2017, and 2016, respectively. Purchased receivable income was $3.3 million, $3.0 million, and $2.3 million in 2018, 2017, and 2016, respectively. The increase in purchased receivable income in 2018 is attributable to increased average balances, as well as higher yields.
The following table sets forth information regarding changes in the purchased receivable reserve for the years indicated: 
(In Thousands)
2018
2017
2016
Balance at beginning of year

$200


$171


$181

   Charge-offs
—

—

—

   Recoveries
—

—

—

Net recoveries (charge-offs)
—

—

—

Reserve for (recovery from) purchased receivables
(10
)
29

(10
)
Balance at end of year

$190


$200


$171

Ratio of net charge-offs (recoveries) to average purchased receivables during the period
—
%
—
%
—
%

47


Deposits
Deposits are our primary source of funds.  Total deposits decreased 2% to $1.228 billion at December 31, 2018 from $1.258 billion at December 31, 2017. Our deposits generally are expected to fluctuate according to the level of our market share, economic conditions, and normal seasonal trends. 
The following table sets forth the average balances outstanding and average interest rates for each major category of our deposits, for the periods indicated:
 
2018

2017

2016
 
Average balance
Average rate paid

Average balance
Average rate paid

Average balance
Average rate paid
(In Thousands)


Interest-bearing demand accounts

$243,000

0.07
%


$220,449

0.03
%


$192,512

0.04
%
Money market accounts
225,014

0.31
%

238,830

0.17
%

242,025

0.17
%
Savings accounts
241,807

0.31
%

249,641

0.21
%

234,347

0.21
%
Certificates of deposit
99,987

0.70
%

120,998

0.57
%

134,993

0.66
%
Total interest-bearing accounts
809,808

0.28
%

829,918

0.21
%

803,877

0.23
%
Noninterest-bearing demand accounts
417,464

 
 
418,415

 
 
446,366

 
Total average deposits

$1,227,272

 


$1,248,333

 


$1,250,243

 
 
Certificates of Deposit: The only deposit category with stated maturity dates is certificates of deposit.  At December 31, 2018, we had $113.3 million in certificates of deposit, of which $57.4 million, or 51%, are scheduled to mature in 2019. The Company’s certificates of deposit increased to $113.3 million during 2018 as compared to $100.5 million at December 31, 2017.  The aggregate amount of certificates of deposit in amounts of $100,000 or more at December 31, 2018 and 2017, was $70.7 million and $61.4 million, respectively.  The following table sets forth the amount outstanding of certificates of deposits in amounts of $100,000 or more by time remaining until maturity and percentage of total deposits as of December 31, 2018:
 
Time Certificates of Deposits
 
of $100,000 or More
 
 

Percent of Total Deposits
 
 

(In Thousands)
Amount

Amounts maturing in:
 

 
Three months or less

$8,237


12
%
Over 3 through 6 months
5,724


8
%
Over 6 through 12 months
20,850


29
%
Over 12 months
35,906


51
%
Total

$70,717


100
%
 
The Company is also a member of the Certificate of Deposit Account Registry System (“CDARS”) which is a network of over 3,000 banks throughout the United States.  The CDARS system was founded in 2003 and allows participating banks to exchange FDIC insurance coverage so that 100% of the balance of their customers’ certificates of deposit is fully subject to FDIC insurance.  At December 31, 2018 and 2017, the Company had no CDARS certificates of deposit.
Borrowings
FHLB: The Bank is a member of the Federal Home Loan Bank of Des Moines (the "FHLB"). As a member, the Bank is eligible to obtain advances from the FHLB. FHLB advances are dependent on the availability of acceptable collateral such as marketable securities or real estate loans, although all FHLB advances are secured by a blanket pledge of the Company’s assets.  At December 31, 2018, our maximum borrowing line from the FHLB was $667.8 million, approximately 45% of the Bank’s assets, subject to the FHLB’s collateral requirements. The Company has outstanding advances of $7.2 million as of December 31, 2018 which were originated to match fund low income housing projects that qualify for long term fixed interest rates. The first advance is a $2.2 million FHLB Community Investment Program advance which was originated on March 22, 2013. It has an eighteen year term

48


with a 30 year amortization period, which mirrors the term of the term real estate loan made to the borrower, and a fixed rate of 3.12%. The second advance is a $2.3 million FHLB Community Investment Cash Advance Program advance that was originated in the second quarter of 2016. This advance has a 20 year term with a 30 year amortization period, which mirrors the term of the term real estate loan made to the borrower, and a fixed interest rate of 2.61%. The last advance is a $3.1 million FHLB Community Investment Cash Advance Program advance that was originated in the third quarter of 2017. This advance has a 20 year term with a 30 year amortization period and a fixed interest rate of 3.25%, which mirrors the term of the loan made to the borrower. All of these FHLB advances are included in borrowings.
Federal Reserve Bank:  The Federal Reserve Bank of San Francisco (the "Federal Reserve Bank") is holding $78.6 million of loans as collateral to secure advances made through the discount window as of December 31, 2018.  There were no discount window advances outstanding at December 31, 2018 or 2017.
Other Short-term Borrowings:   Securities sold under agreements to repurchase were $34.3 million and $27.7 million, as of December 31, 2018 and 2017, respectively.  The average balance outstanding of securities sold under agreements to repurchase during 2018 and 2017 was $29.9 million and $29.0 million, respectively, and the maximum outstanding at any month-end was $36.5 million and $32.6 million, respectively, during the same time periods.  The securities sold under agreements to repurchase are held by the FHLB under the Company’s control.
The Company is subject to provisions under Alaska state law which generally limit the amount of outstanding debt to 15% of total assets or $222.6 million and $225.8 million at December 31, 2018 and 2017, respectively.
Long-term Borrowings:    The Company had no long-term borrowings outstanding other than the FHLB advances noted above as of December 31, 2018 or 2017.
Contractual Obligations
The following table references contractual obligations of the Company for the periods indicated. This table does not include interest payments:
 
Payments Due by Period
 
Within 1 Year

 

 

Over 5 Years

 
(In Thousands)

1-3 Years

3-5 Years


Total
December 31, 2018:
 

 

 

 

 
Certificates of deposit

$57,451



$52,529



$1,494



$1,799



$113,273

Short-term borrowings
34,278


—


—


—


34,278

Long-term borrowings
167


351


373


6,350


7,241

Junior subordinated debentures
—


—


—


10,310


10,310

Operating lease obligations
2,668


4,908


3,750


8,121


19,447

Other long-term liabilities(1)
1,010


1,703


1,453


3,196


7,362

Capital commitments
57


—


—


—


57

Total

$95,631



$59,491



$7,070



$29,776



$191,968

December 31, 2017:
 

 

 

 

 
Certificates of deposit

$66,013



$31,470



$1,159



$1,885



$100,527

Short-term borrowings
27,746


—


—


—


27,746

Long-term borrowings
121


340


362


6,539


7,362

Junior subordinated debentures
—


—


—


10,310


10,310

Operating lease obligations
2,737


4,334


3,762


9,354


20,187

Other long-term liabilities
6,230


1,556


718


3,482


11,986

Capital commitments
47


—


—


—


47

Total

$102,894



$37,700



$6,001



$31,570



$178,165


(1) Includes principal payments related to employee benefit plans. If a benefit payment schedule is established, payments are recorded in the corresponding dates listed in the table above. Unscheduled payments for all remaining benefits are recorded "Over 5 Years". Additional information about employee benefit plans is provided in Note 17 of the Notes to the Consolidated Financial Statements in Item 8 below.

49



    
    Short and long-term borrowings included in the table above are described in the "Borrowings" section above. Junior subordinated debentures include $10.3 million that was originated on December 16, 2005, matures on March 15, 2036, and bears interest at a rate of 90-day LIBOR plus 1.37%, adjusted quarterly. The Company entered into an interest rate swap in the third quarter of 2017 to hedge the variability in cash flows arising out of its junior subordinated debentures, by swapping the cash flows with an interest rate swap which receives floating and pays fixed. The Company has designated this interest rate swap as a hedging instrument. The interest rate swap effectively fixes the Company's interest payments on the $10 million of junior subordinated debentures held under Northrim Statutory Trust 2 ("NST2") at 3.72% through its maturity date. Operating lease obligations are more fully described in Note 18 of the Company’s Consolidated Financial Statements included in Item 8 of this report.  Other long-term liabilities consist of amounts that the Company owes for its investments in Delaware limited partnerships that develop low-income housing projects throughout the United States.  The Company purchased a $10.7 million interest in R4 Frontier Housing Partners L.P., Coronado Park Senior Village L.P. ("R4-Coronado") in March 2013.  The investment in R4-Coronado was 95% funded at the end of 2018 and is expected to be fully funded in 2029. The Company also purchased an $8.5 million interest in R4 Frontier Housing Partners L.P., Mountain View Village V L.P. ("R4-MVV") in May 2014. The investment in R4-MVV was 97% funded at the end of 2017 and is expected to be fully funded in 2030. The Company also purchased a $6.8 million interest in R4 Frontier Housing Partners L.P., PJ33 L.P. ("R4-PJ33") in June 2016. The investment in R4-PJ33 was 94% funded at the end of 2018 and is expected to be fully funded in 2032.
Off-Balance Sheet Arrangements
The Company is a party to financial instruments with off-balance sheet risk.  Among the off-balance sheet items entered into in the ordinary course of business are commitments to extend credit, commitments to originate loans held for sale and the issuance of letters of credit.  These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized on the balance sheet.  Certain commitments are collateralized.  We apply the same credit standards to these commitments as in all of our lending activities and include these commitments in our lending risk evaluations.
As of December 31, 2018, we had commitments to extend credit of $260.6 million, which were not reflected on our balance sheet, compared to $283.9 million as of December 31, 2017.  Commitments to extend credit are agreements to lend to customers.  These commitments have specified interest rates and generally have fixed expiration dates but may be terminated by the Company if certain conditions of the contract are violated.  Collateral held relating to these commitments varies, but generally includes real estate, inventory, accounts receivable, and equipment.  Our exposure to credit loss under commitments to extend credit is represented by the amount of these commitments.  Since many of the commitments are expected to expire without being drawn upon, these total commitment amounts do not necessarily represent future cash requirements.  

As of December 31, 2018, we had commitments to originate loans held for sale of $45.0 million, which were not reflected in the balance sheet compared to $43.6 million as of December 31, 2017. Mortgage loans sold to investors may be sold with servicing rights released, for which the Company makes only standard legal representations and warranties as to meeting certain underwriting and collateral documentation standards. In the past two years, the Company has had to repurchase one loan due to deficiencies in underwriting or loan documentation and has not realized significant losses related to this repurchase. Management currently believes that any liabilities that may result from such recourse provisions are not significant.

As of December 31, 2018, we had standby letters of credit of $3.2 million, which were not reflected on our balance sheet compared to $7.6 million as of December 31, 2017.  Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  Credit risk arises in these transactions from the possibility that a customer may not be able to repay the Company upon default of performance.  Collateral held for standby letters of credit is based on an individual evaluation of each customer’s creditworthiness. 

Our total unfunded lending commitments at December 31, 2018, which includes commitments to extend credit, commitments to originate loans held for sale and standby letters of credit, were $308.8 million, compared to $335.1 million as of December 31, 2017.  We do not expect that all of these commitments are likely to be fully drawn upon at any one time.  The Company has established reserves of $130,000 and $152,000 at December 31, 2018 and 2017, respectively, for losses related to these commitments that are recorded in other liabilities on the consolidated balance sheet.

Additional information regarding Off-Balance Sheet Arrangements is included in Notes 18 and 19 of the Notes to Consolidated Financial Statements included in Item 8 of this report.

50


Liquidity and Capital Resources
The Company is a single bank holding company and its primary ongoing source of liquidity is from dividends received from the Bank.  Such dividends arise from the cash flow and earnings of the Bank. Banking regulations and regulatory authorities may limit the amount of, or require the Bank to obtain certain approvals before paying, dividends to the Company.  Given that the Bank currently meets and the Bank anticipates that it will continue to meet, all applicable capital adequacy requirements for a “well-capitalized” institution by regulatory standards, the Company expects to continue to receive dividends from the Bank during 2019. A requirement to have a conservation buffer began being phased-in in 2016 and is now in full effect, and this requirement could adversely affect the Bank's ability to pay dividends.
The Bank manages its liquidity through its Asset and Liability Committee.  Our primary sources of funds are customer deposits and advances from the FHLB.  These funds, together with loan repayments, loan sales, other borrowed funds, retained earnings, and equity are used to make loans, to acquire securities and other assets, and to fund deposit flows and continuing operations.  The primary sources of demands on our liquidity are customer demands for withdrawal of deposits and borrowers’ demands that we advance funds against unfunded lending commitments.  Our total unfunded commitments to fund loans, loans held for sale, and letters of credit at December 31, 2018, were $308.8 million.  We do not expect that all of these loans are likely to be fully drawn upon at any one time.  Additionally, as noted above, our total deposits at December 31, 2018, were $1.2 billion.
As shown in the Consolidated Statements of Cash Flows, net cash provided by operating activities was $25.2 million, $19.3 million, and $20.1 million in 2018, 2017, and 2016 respectively.  The primary source of cash provided by operating activities for all periods presented was positive net income in each of these periods.  The primary reason that net cash provided by operating activities increased in 2018 as compared to 2017 was that the Company had net proceeds of $24.1 million in 2018 compared to $17.8 million in 2017 from sales of loans held for sale. Net cash of $5.6 million and $30.4 million was provided by investing activities in 2018 and 2017, respectively, as the Company's proceeds from security sales, maturities, and calls were greater than funds used to purchase additional investment securities in those years. $47.5 million of cash was used in investing activities in 2016 as the Company invested available cash primarily in available for sale securities and portfolio loans.  Financing activities used cash of $31.1 million and $22.4 million in 2018 and 2017, respectively, and provided cash of $19.3 million in 2016. Financing activities used net cash in 2018 primarily as a result of a decrease in deposit balances in 2018 compared to 2017. Financing activities used net cash in 2017 primarily due to a decrease in deposit balances and the redemption of $8.3 million in junior subordinated debentures.
The sources by which we meet the liquidity needs of our customers are current assets and borrowings available through our correspondent banking relationships and our credit lines with the Federal Reserve Bank and the FHLB.  At December 31, 2018, our current assets were $439.7 million and our funds available for borrowing under our existing lines of credit were $739.5 million. Given these sources of liquidity and our expectations for customer demands for cash and for our operating cash needs, we believe our sources of liquidity to be sufficient in the foreseeable future.  
During 2018, the Company's Board of Directors approved a quarterly cash dividend of $0.24 per common share for the first and second quarters and $0.27 per common share for the third and fourth quarters. These dividends were made pursuant to our existing dividend policy and in consideration of, among other things, earnings, regulatory capital levels, liquidity, asset quality, and the overall payout ratio. We expect that dividend payments will be reassessed on a quarterly basis by the Board of Directors in accordance with the dividend policy. The payment of cash dividends is subject to regulatory limitations as described under the Supervision and Regulation section of Part I of this report. There is no assurance that future cash dividends on common shares will be declared or increased.
On February 28, 2019, the Board of Directors approved payment of a $0.30 per share dividend on March 22, 2019, to shareholders of record on March 14, 2019.  This dividend is $0.03, or 11%, higher than the Company’s dividend of $0.27 that was paid in the fourth quarter of 2018.
In September 2002, our Board of Directors approved a plan whereby we would periodically repurchase for cash up to approximately 5% of our shares of common stock in the open market.  We purchased an aggregate of 688,442 shares of our stock under this program through December 31, 2009 at a total cost of $14.2 million at an average price of $20.65, which left a balance of 227,242 shares available under the stock repurchase program. The Company did not repurchase any of its shares in 2010 through 2016.  In 2017, we purchased an aggregate of 58,341 shares at an average price of $27.56. In 2018, we purchased an aggregate of 15,468 shares at an average price of $31.90, which leaves a balance of 153,433 shares available under the stock repurchase plan as of December 31, 2018. We intend to continue to repurchase our stock from time-to-time depending upon market conditions, but we can make no assurances that we will continue this program or that we will repurchase all of the authorized shares. The table below shows this effect on diluted earnings per share. 

51


Years Ending:
Diluted
EPS as
Reported
 
Diluted EPS without Stock Repurchase
2018
$2.86
 
$2.56
2017
$1.88
 
$1.69
2016
$2.06
 
$1.87
2015
$2.56
 
$2.31
2014
$2.54
 
$2.29
 
On May 8, 2003, the Company’s subsidiary, NCT1, issued trust preferred securities in the principal amount of $8 million. These securities carried an interest rate of 90-day LIBOR plus 3.15% per annum that was initially set at 4.45% adjusted quarterly.  The securities had a maturity date of May 15, 2033, and were callable by the Company on or after May 15, 2008.  These securities were treated as Tier 1 capital by the Company’s regulators for capital adequacy calculations.  The Company redeemed these trust preferred securities on August 15, 2017.
On December 16, 2005, the Company’s subsidiary, NST2, issued trust preferred securities in the principal amount of $10 million.  These securities carry an interest rate of 90-day LIBOR plus 1.37% per annum that was initially set at 5.86% adjusted quarterly.  The securities have a maturity date of March 15, 2036, and are callable by the Company on or after March 15, 2011.  These securities are treated as Tier 1 capital by the Company’s regulators for capital adequacy calculations.  The interest cost to the Company of these securities was $368,000 in 2018.  At December 31, 2018, the securities had an interest rate of 4.16%. The Company entered into an interest rate swap in the third quarter of 2017 to hedge the variability in cash flows arising out of its junior subordinated debentures, by swapping the cash flows with an interest rate swap which receives floating and pays fixed. The Company has designated this interest rate swap as a hedging instrument. The interest rate swap effectively fixes the Company's interest payments on the $10 million of junior subordinated debentures held under NST2 at 3.72% through its maturity date.
Our shareholders’ equity at December 31, 2018, was $205.9 million, as compared to $192.8 million at December 31, 2017.  The Company earned net income of $20.0 million during 2018 and issued 26,721 shares through the exercise of stock options.  At December 31, 2018, the Company had approximately 6.9 million shares of its common stock outstanding.
We are subject to minimum capital requirements.  Federal banking agencies have adopted regulations establishing minimum requirements for the capital adequacy of banks and bank holding companies.  The requirements address both risk-based capital and leverage capital.  We believe as of December 31, 2018, that the Company and the Bank met all applicable capital adequacy requirements for a “well-capitalized” institution by regulatory standards.
The table below illustrates the capital requirements in effect in 2018 for the Company and the Bank and the actual capital ratios for each entity that exceed these requirements.  Management intends to maintain capital ratios for the Bank in 2019, exceeding the FDIC’s new requirements for the “well-capitalized” classification.  The capital ratios for the Company exceed those for the Bank primarily because the $10 million trust preferred securities offering that the Company completed in the fourth quarter of 2005 is included in the Company’s capital for regulatory purposes, although they are accounted for as a long-term debt in our financial statements.  The trust preferred securities are not accounted for on the Bank’s financial statements nor are they included in its capital.  As a result, the Company has $10 million more in regulatory capital than the Bank at December 31, 2018 and 2017, respectively, which explains most of the difference in the capital ratios for the two entities.
 
 Minimum Required Capital

 Well-Capitalized

Actual Ratio Company

Actual Ratio Bank
 



December 31, 2018



Total risk-based capital
8.00%

10.00%

16.73%

14.30%
Tier 1 risk-based capital
6.00%

8.00%

15.47%

13.05%
Common equity tier 1 capital
4.50%
 
6.50%
 
14.73%
 
13.05%
Leverage ratio
4.00%

5.00%

13.40%

11.28%

See Note 22 of the Consolidated Financial Statements for a detailed discussion of the capital ratios. The requirements for "well-capitalized" come from the Prompt Correction Action rules. See Item 1 Supervision and Regulation. These rules apply to the Bank but not to the Company. Under the rules of the Federal Reserve Bank, a bank holding company such as the Company is generally defined to be "well capitalized" if its Tier 1 risk-based capital ratio is 8.0% or more and its total risk-based capital ratio is 10.0% or more.

52



Effects of Inflation and Changing Prices:  The primary impact of inflation on our operations is increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature.  As a result, interest rates generally have a more significant impact on a financial institution’s performance than the effects of general levels of inflation.  Although interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services, increases in inflation generally have resulted in increased interest rates, which could affect the degree and timing of the repricing of our assets and liabilities.  In addition, inflation has an impact on our customers’ ability to repay their loans.

ITEM 7A.            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is defined as the sensitivity of income, expense, fair value measurements, and capital to changes in interest rates, foreign currency rates, commodity prices, and other relevant market rates or prices. The primary market risks that we are exposed to are interest rate and price risks, in addition to risk in the Alaska economy due to our community banking focus. Price risk is the risk to current or future earnings or capital arising from changes in the value of either assets or liabilities that are entered into as part of distributing or managing risk. Interest rate risk is the risk to current or future earnings or capital arising from changes in interest rates. Generally, there are four sources of interest rate risk as described below:
•
Re-pricing Risk:  Generally, re-pricing risk is the risk of adverse consequences from a change in interest rates that arises because of differences in the timing of when those interest rate changes affect an institution’s assets and liabilities.
•
Basis Risk:  Basis risk is the risk of adverse consequences resulting from unequal changes in the spread between two or more rates for different instruments with the same maturity.
•
Yield Curve Risk: Also called yield curve twist risk, yield curve risk is the risk of adverse consequences resulting from unequal changes in the spread between two or more rates for different maturities for the same instrument. 
•
Option Risk:  In banking, option risks are known as borrower options to prepay loans and depositor options to make deposits, withdrawals, and early redemptions.  Option risk arises whenever bank products give customers the right, but not the obligation, to alter the quantity of the timing of cash flows.

The Company is exposed to price and interest rate risks in the financial instruments and positions we hold. This includes investment securities, loans, loans held for sale, mortgage servicing rights, deposits, borrowings, and derivative financial instruments. Market risks such as foreign currency exchange risk and commodity price risk do not arise in the normal course of the Company's business.

The Company's price and interest rate risk are managed by the Asset and Liability Committee, a management committee that identifies and manages the sensitivity of earnings and capital to changing interest rates to achieve our overall financial objectives. Based on economic conditions, asset quality and various other considerations, the Asset and Liability Committee establishes overall balance sheet management policies as well as tolerance ranges for interest rate sensitivity and manages within these ranges.

A number of measures are used to monitor and manage interest rate risk, including interest sensitivity (gap) analysis and income simulations.  An income simulation model is the primary tool used to assess the direction and magnitude of changes in net interest income resulting from changes in interest rates.  Key assumptions in the model include loan and deposit volumes and pricing, prepayment speeds on fixed rate assets, and cash flows and maturities of investment securities.  These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net interest income or precisely predict the impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes, changes in market conditions and management strategies, among other factors.
Although analysis of interest rate gap (the difference between the repricing of interest-earning assets and interest-bearing liabilities during a given period of time) is one standard tool for the measurement of exposure to interest rate risk, we believe that because interest rate gap analysis does not address all factors that can affect earnings performance it should not be used as the primary indicator of exposure to interest rate risk and the related volatility of net interest income in a changing interest rate environment.  Interest rate gap analysis is primarily a measure of liquidity based upon the amount of change in principal amounts of assets and liabilities outstanding, as opposed to a measure of changes in the overall net interest margin.
The Company uses derivatives in the Home Mortgage Lending segment, including commitments to originate residential mortgage loans at fixed prices, and it enters into forward delivery contracts to sell mortgage-backed securities to broker/dealers at specific prices and dates in order to hedge the interest rate risk in its residential mortgage loan commitments. The Company does not use derivatives outside of these activities in the Home Mortgage Lending segment to manage our interest rate risk exposures. However, the Company does enter into commercial loan interest rate swap agreements in its Community Banking

53


segment in order to provide commercial loan customers the ability to convert from variable to fixed interest rates. Commercial loan interest rate swap agreements are offset with corresponding swap agreements with a third party swap dealer in order to offset the Company's exposure on the fixed component of the customer’s interest rate swap. Additional information regarding the Company’s customer interest rate swap program is presented in Note 19 of the Notes to Consolidated Financial Statements included in Item 8 of this report.
The following table sets forth the estimated maturity or repricing, and the resulting interest rate gap, of our interest-earning assets (which exclude nonaccrual loans) and interest-bearing liabilities at December 31, 2018. The amounts shown below could be significantly affected by external factors such as changes in prepayment assumptions, early withdrawals of deposits, and competition.
 
Estimated maturity or repricing at December 31, 2018
(In Thousands)
Within 1 year
 
1-5 years
 
>5 years
 
Total
Interest -Earning Assets:
 
 
 
 
 
 
 
Interest bearing deposits in other banks

$50,767

 

$—

 

$—

 

$50,767

Portfolio investments and FHLB Stock
146,445

 
134,531

 
—

 
280,976

Portfolio loans
590,753

 
354,519

 
28,351

 
973,623

Loans held for sale
34,710

 
—

 
—

 
34,710

Total interest-earning assets

$822,675

 

$489,050

 

$28,351

 

$1,340,076

Percent of total interest-earning assets
61.4
%
 
36.5
%
 
2.1
%
 
100.0
%
Interest-Bearing Liabilities:
 
 
 
 
 
 
 
Interest-bearing demand accounts

$248,056

 

$—

 

$—

 

$248,056

Money market accounts
206,717

 
—

 
—

 
206,717

Savings accounts
239,054

 
—

 
—

 
239,054

Certificates of deposit
57,541

 
54,377

 
1,355

 
113,273

Securities sold under repurchase agreements
34,278

 
—

 
—

 
34,278

Borrowings
355

 
1,534

 
5,352

 
7,241

Junior subordinated debentures
—

 
—

 
10,310

 
10,310

Total interest-bearing liabilities

$786,001

 

$55,911

 

$17,017

 

$858,929

Percent of total interest-bearing liabilities
91.5
%
 
6.5
%
 
2.0
%
 
100.0
%
Interest sensitivity gap

$36,674

 

$433,139

 

$11,334

 

$481,147

Cumulative interest sensitivity gap

$36,674

 

$469,813

 

$481,147

 
 
Cumulative interest sensitivity gap as a percentage
 
 
 
 
 
 
 
    of total interest-earning assets
2.7
%
 
35.1
%
 
35.9
%
 
 
 
As stated previously, certain shortcomings, including those described below, are inherent in the method of analysis presented in the foregoing table.  For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates.  Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market interest rates.  Additionally, certain assets have features that restrict changes in their interest rates, both on a short-term basis and over the lives of the assets.  Further, in the event of a change in market interest rates, prepayment and early withdrawal levels could deviate significantly from those assumed in calculating the tables as can the relationship of rates between different loan and deposit categories.  Moreover, the ability of many borrowers to service their adjustable-rate debt may decrease in the event of an increase in market interest rates.
While the analysis above sets forth the estimated maturity or repricing and the resulting interest rate gap of our interest-earning assets and interest-bearing liabilities, the following tables show the estimated impact on net interest income and net income at one and two year time horizons with instantaneous parallel rate shocks of up 400 basis points, up 300 basis points, up 200 basis points, up 100 basis points, up 50 basis points, down 50 basis points, down 100 basis points, and down 200 basis points. Due to the various assumptions used for this modeling and potential balance sheet strategies management may implement to mitigate interest rate risk, no assurance can be given that projections will reflect actual results.

54


The following table shows the estimated impact on net interest income under for the stated interest rate scenarios:
 
1st Year Change in net interest income from base scenario

 Percentage change
2nd Year Change in net interest income from base scenario
 
 Percentage change
 

 
(In Thousands)

 
Scenario:
 

 
 
 
 
Up 400 basis points

$9,228

 
13.74
 %

$21,247

 
30.40
 %
Up 300 basis points

$6,999

 
10.42
 %

$16,082

 
23.01
 %
Up 200 basis points

$4,769


7.10
 %

$10,941

 
15.66
 %
Up 100 basis points

$2,440


3.63
 %

$5,605

 
8.02
 %
Up 50 basis points

$1,199

 
1.78
 %

$2,765

 
3.96
 %
Down 50 basis points

($2,350
)
 
(3.50
)%

($3,837
)
 
(5.49
)%
Down 100 basis points

($4,594
)

(6.84
)%

($7,725
)
 
(11.05
)%
Down 200 basis points

($10,306
)
 
(15.34
)%

($16,778
)
 
(24.01
)%

The following table shows the estimated impact on net income under the stated interest rate scenarios:

 
1st Year Change in net income from base scenario

 Percentage change
2nd Year Change in net income from base scenario
 
 Percentage change
 

 
(In Thousands)

 
Scenario:
 

 
 
 
 
Up 400 basis points

$6,468

 
37.13
 %

$15,838

 
81.11
 %
Up 300 basis points

$4,963

 
28.49
 %

$12,044

 
61.68
 %
Up 200 basis points

$3,322

 
19.07
 %

$8,134

 
41.66
 %
Up 100 basis points

$1,739

 
9.98
 %

$4,206

 
21.54
 %
Up 50 basis points

$821

 
4.71
 %

$2,041

 
10.45
 %
Down 50 basis points

($1,728
)
 
(9.92
)%

($2,881
)
 
(14.75
)%
Down 100 basis points

($3,437
)
 
(19.73
)%

($5,866
)
 
(30.04
)%
Down 200 basis points

($7,686
)
 
(44.12
)%

($12,705
)
 
(65.07
)%


     
 Impact of Inflation and Changing Prices:  The primary impact of inflation on the Company’s operations is increased operating costs.  Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature and as a result, interest rates generally have a more significant impact on a financial institution’s performance than the effects of general levels of inflation.  Although interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services, increases in inflation generally have resulted in increased interest rates.

55


ITEM 8.            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following report, audited consolidated financial statements and the notes thereto are set forth in this Annual Report on Form 10-K on the pages indicated:
For the Years Ended December 2018, 2017 and 2016:
 

56


Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of
Northrim BanCorp, Inc. and Subsidiaries

Opinions on the Financial Statements and Internal Control over Financial Reporting
 
We have audited the accompanying consolidated balance sheets of Northrim BanCorp, Inc. and Subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018 and 2017, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that

57


could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Moss Adams LLP

Portland, Oregon
March 12, 2019

We have served as the Company’s auditor since 2010.




58


CONSOLIDATED FINANCIAL STATEMENTS

NORTHRIM BANCORP, INC.
Consolidated Balance Sheets
December 31, 2018 and 2017
 
December 31,
2018
 
December 31,
2017
(In Thousands, Except Share Data)
 
ASSETS
 
 
 
Cash and due from banks

$26,771

 

$25,016

Interest bearing deposits in other banks
50,767

 
52,825

Investment securities available for sale
271,610

 
307,019

Marketable equity securities
7,265

 
5,731

Total portfolio investments
278,875

 
312,750

Investment in Federal Home Loan Bank stock
2,101

 
2,115

Loans held for sale
34,710

 
43,979

Loans
984,346

 
954,953

Allowance for loan losses
(19,519
)
 
(21,461
)
Net loans
964,827

 
933,492

Purchased receivables, net
14,406

 
22,231

Mortgage servicing rights, at fair value
10,821

 
7,305

OREO, net
7,962

 
8,651

Premises and equipment, net
39,090

 
37,867

Goodwill
15,017

 
15,017

Other intangible assets, net
1,137

 
1,207

Other assets
56,504

 
56,141

Total assets

$1,502,988

 

$1,518,596

LIABILITIES
 
 
 
Deposits:
 
 
 
Demand

$420,988

 

$414,686

Interest-bearing demand
248,056

 
252,009

Savings
239,054

 
247,458

Money market
206,717

 
243,603

Certificates of deposit less than $250,000
75,318

 
69,283

Certificates of deposit $250,000 and greater
37,955

 
31,244

Total deposits
1,228,088

 
1,258,283

Securities sold under repurchase agreements
34,278

 
27,746

Borrowings
7,241

 
7,362

Junior subordinated debentures
10,310

 
10,310

Other liabilities
17,124

 
22,093

Total liabilities
1,297,041

 
1,325,794

COMMITMENTS AND CONTINGENTCIES (NOTE 18)

 

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

 
—

Common stock, $1 par value, 10,000,000 shares authorized, 6,883,216 and 6,871,963 shares
issued and outstanding at December 31, 2018 and December 31, 2017, respectively
6,883

 
6,872

Additional paid-in capital
62,132

 
61,793

Retained earnings
137,452

 
124,407

Accumulated other comprehensive loss, net of tax
(520
)
 
(270
)
Total shareholders' equity
205,947

 
192,802

Total liabilities and shareholders' equity

$1,502,988

 

$1,518,596

See notes to consolidated financial statements

59


NORTHRIM BANCORP, INC.
Consolidated Statements of Income
Years Ended December 31, 2018, 2017, and 2016
(In Thousands, Except Share and Per Share Data)
2018
 
2017
 
2016
Interest Income
 
 
 
 
 
Interest and fees on loans and loans held for sale

$57,542

 

$55,041

 

$54,777

Interest on investment securities available for sale
5,481

 
4,230

 
3,580

Dividends on marketable equity securities
348

 
345

 
315

Interest on investment securities held to maturity
—

 
59

 
41

Interest on deposits in other banks
806

 
433

 
205

Total Interest Income
64,177

 
60,108

 
58,918

Interest Expense
 
 
 
 
 
Interest expense on deposits
2,307

 
1,707

 
1,870

Interest expense on securities sold under agreements to repurchase
50

 
34

 
30

Interest expense on borrowings
223

 
173

 
127

Interest expense on junior subordinated debentures
389

 
516

 
534

   Total Interest Expense
2,969

 
2,430

 
2,561

Net Interest Income
61,208

 
57,678

 
56,357

(Benefit) provision for loan losses
(500
)
 
3,200

 
2,298

Net Interest Income After Provision for Loan Losses
61,708

 
54,478

 
54,059

Other Operating Income
 
 
 
 
 
Mortgage banking income
20,844

 
23,287

 
29,507

Purchased receivable income
3,255

 
2,975

 
2,347

Bankcard fees
2,811

 
2,597

 
2,670

Service charges on deposit accounts
1,508

 
1,614

 
1,998

Commercial servicing revenue
1,422

 
372

 
322

Gain on sale of Northrim Benefits Group
—

 
4,445

 
—

Employee benefit plan income
—

 
2,506

 
3,770

Gain (loss) on sale of securities
—


11


(11
)
Loss on marketable equity securities
(625
)
 
—

 
—

Other income
2,952

 
2,667

 
2,660

Total Other Operating Income
32,167

 
40,474

 
43,263

Other Operating Expense
 
 
 
 
 
Salaries and other personnel expense
44,650

 
44,721

 
46,752

Occupancy expense
6,136

 
6,752

 
6,462

Data processing expense
6,035

 
5,549

 
4,879

Professional and outside services
2,453

 
2,365

 
2,797

Marketing expense
2,318

 
2,566

 
2,449

Insurance expense
862

 
1,161

 
1,023

Impairment of equity method investment
804

 
686

 
—

OREO expense, net of rental income and gains on sale
258


837


98

Intangible asset amortization expense
70


100


135

Loss on sale of premises and equipment
2

 
3

 
352

Compensation expense - RML acquisition payments
—

 
130

 
4,775

Other operating expense
6,212

 
6,283

 
6,558

Total Other Operating Expense
69,800

 
71,153

 
76,280

Income Before Provision for Income Taxes
24,075

 
23,799

 
21,042

Provision for income taxes
4,071

 
10,321

 
6,052

Net Income
20,004

 
13,478

 
14,990

Less: Net income attributable to the noncontrolling interest
—

 
327

 
579

Net Income Attributable to Northrim BanCorp, Inc.

$20,004

 

$13,151

 

$14,411

Earnings Per Share, Basic

$2.91

 

$1.91

 

$2.09

Earnings Per Share, Diluted

$2.86

 

$1.88

 

$2.06

Weighted Average Shares Outstanding, Basic
6,877,573

 
6,889,621

 
6,883,663

Weighted Average Shares Outstanding, Diluted
6,981,557

 
6,977,910

 
6,974,864

See notes to consolidated financial statements

60


NORTHRIM BANCORP, INC.
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2018, 2017, and 2016
2010
(In Thousands)
2018
 
2017
 
2016
Net income

$20,004

 

$13,478

 

$14,990

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

($692
)
 

$175

 

$42

         Reclassification of net (gains) losses included in net income (net of tax
 
 
 
 
 
          benefit (expense) of $0, $5, and ($5) in 2018, 2017, and 2016,
 
 
 
 
 
          respectively)

—

 
(6
)
 
6

   Derivatives and hedging activities:
 
 
 
 
 
         Unrealized holding gains arising during the period
423

 
184

 
—

         Income tax (expense) benefit related to unrealized gains and losses
210

 
(141
)
 
(33
)
Other comprehensive income (loss), net of tax
(59
)
 
212

 
15

Comprehensive income
19,945

 
13,690

 
15,005

    Less: comprehensive income attributable to the noncontrolling interest
—

 
327

 
579

      Comprehensive income attributable to Northrim BanCorp, Inc.

$19,945

 

$13,363

 

$14,426

 
See notes to consolidated financial statements


61


NORTHRIM BANCORP, INC.
Consolidated Statements of Changes in Shareholders’ Equity
Years Ended December 31, 2018, 2017, and 2016
 
Common Stock
 
Additional Paid-in Capital
 
 Retained Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Non-controlling Interest
 
 Total
 
Number of Shares
 
Par Value
 
 
 
 
 
(In Thousands)
 
 
 
 
 
 
Balance at January 1, 2016
6,877

 

$6,877

 

$62,420

 

$108,150

 

($412
)
 

$179

 

$177,214

Cash dividend declared
—

 
—

 
—

 
(5,420
)
 
—

 
—

 
(5,420
)
Stock-based compensation expense
—

 
—

 
778

 
—

 
—

 
—

 
778

Exercise of stock options and vesting of restricted stock units, net
21

 
21

 
(183
)
 
—

 
—

 
—

 
(162
)
Excess tax benefits from share-based payment arrangements
—

 
—

 
(63
)
 
—

 
—

 
—

 
(63
)
Distributions to noncontrolling interest
—

 
—

 
—

 
—

 
—

 
(640
)
 
(640
)
Other comprehensive income, net of tax
—

 
—

 
—

 
—

 
15

 
—

 
15

Net income attributable to the noncontrolling interest
—

 
—

 
—

 
—

 
—

 
579

 
579

Net income attributable to Northrim BanCorp, Inc.
—

 
—

 
—

 
14,411

 
—

 
—

 
14,411

Balance at December 31, 2016
6,898

 

$6,898

 

$62,952

 

$117,141

 

($397
)
 

$118

 

$186,712

Cash dividend declared
—

 
—

 
—

 
(5,970
)
 
—

 
—

 
(5,970
)
Stock-based compensation expense
—

 
—

 
665

 
—

 
—

 
—

 
665

Exercise of stock options and vesting of restricted stock units, net
32

 
32

 
(275
)
 
—

 
—

 
—

 
(243
)
Repurchase of common stock
(58
)
 
(58
)
 
(1,549
)
 
—

 
—

 
—

 
(1,607
)
Distributions to noncontrolling interest
—

 
—

 
—

 
—

 
—

 
(445
)
 
(445
)
Other comprehensive income, net of tax
—

 
—

 
—

 
—

 
212

 
—

 
212

Reclassification for remeasuring of deferred tax asset related to investment securities
—

 
—

 
—

 
85

 
(85
)
 
—

 
—

Net income attributable to the noncontrolling interest
—

 
—

 
—

 
—

 
—

 
327

 
327

Net income attributable to Northrim BanCorp, Inc.
—

 
—

 
—

 
13,151

 
—

 
—

 
13,151

Balance at December 31, 2017
6,872

 

$6,872

 

$61,793

 

$124,407

 

($270
)
 

$—

 

$192,802

Cash dividend declared
—

 
—

 
—

 
(7,088
)
 
—

 
—

 
(7,088
)
Stock-based compensation expense
—

 
—

 
816

 
—

 
—

 
—

 
816

Exercise of stock options and vesting of restricted stock units, net
27

 
27

 
1

 
—

 
—

 
—

 
28

Repurchase of common stock
(16
)
 
(16
)
 
(478
)
 
—

 
—

 
—

 
(494
)
Other comprehensive loss, net of tax
—

 
—

 
—

 
—

 
(59
)
 
—

 
(59
)
Cumulative effect of adoption of accounting principles related to premium amortization of investment securities
—

 
—

 
—

 
(62
)
 
—

 
—

 
(62
)
Reclassification for cumulative effect of adoption of accounting principles related to fair value measurement of equity securities
 
 
 
 
 
 
191

 
(191
)
 
 
 
—

Net income attributable to Northrim BanCorp, Inc.
—

 
—

 
—

 
20,004

 
—

 
—

 
20,004

Balance at December 31, 2018
6,883

 

$6,883

 

$62,132

 

$137,452

 

($520
)
 

$—

 

$205,947

 
See notes to consolidated financial statements

62


NORTHRIM BANCORP, INC.
Consolidated Statements of Cash Flows
Years Ended December 31, 2018, 2017, and 2016
(In Thousands)
2018
 
2017
 
2016
Operating Activities:
 
 
 
 
 
Net income

$20,004

 

$13,478

 

$14,990

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

 
 

 
 

Loss (gain) on sale of securities, net
—

 
(11
)
 
11

Loss on sale of premises and equipment
2

 
3

 
352

Gain on sale of Northrim Benefits Group
—

 
(4,445
)
 
—

Depreciation and amortization of premises and equipment
2,283

 
2,867

 
2,439

Amortization of software
911

 
675

 
157

Intangible asset amortization
70

 
100

 
135

Amortization of investment security premium, net of discount accretion
199

 
332

 
27

Change in fair value of marketable equity securities
625

 
—

 
—

Deferred tax expense (benefit)
3,014

 
4,004

 
(325
)
Stock-based compensation
816

 
665

 
778

Excess tax expense from share-based payment arrangements
—

 
—

 
63

Deferral of loan fees and costs, net
331

 
(278
)
 
(178
)
(Benefit) provision for loan losses
(500
)
 
3,200

 
2,298

(Benefit) reserve for purchased receivables
(10
)
 
29

 
(10
)
Originations of home mortgage servicing rights carried at fair value
(3,641
)
 
(3,146
)
 
(3,029
)
Change in fair value of home mortgage servicing rights carried at fair value
125

 
(2
)
 
526

Change in fair value of commercial servicing rights carried at fair value
(972
)
 
—

 
—

Gain on sale of loans
(14,822
)
 
(18,013
)
 
(25,413
)
Proceeds from the sale of loans held for sale
551,607

 
571,909

 
768,169

Origination of loans held for sale
(527,516
)
 
(554,078
)
 
(735,799
)
Gain on sale of other real estate owned
(3
)
 
(371
)
 
(295
)
Impairment on other real estate owned
—

 
904

 
187

Impairment on equity method investment
804

 
686

 
—

Net changes in assets and liabilities:
 

 
 
 
 
Increase in accrued interest receivable
(432
)
 
(651
)
 
(114
)
(Increase) decrease in other assets
(2,512
)
 
841

 
10,015

Increase (decrease) in other liabilities
(5,233
)
 
586

 
(14,861
)
Net Cash Provided by Operating Activities
25,150

 
19,284

 
20,123

Investing Activities:
 

 
 

 
 

Investment in securities:
 

 
 
 
 
Purchases of investment securities available for sale
(88,139
)
 
(84,339
)
 
(145,707
)
Purchases of marketable equity securities
(2,992
)
 
—

 
—

Purchases of FHLB stock
—

 
(3,665
)
 
(751
)
Proceeds from sales/calls/maturities of securities available for sale
122,644

 
102,660

 
105,621

Proceeds from calls/maturities of marketable equity securities
783

 
—

 
—

Proceeds from calls/maturities of securities held to maturity
—

 
890

 
—

Proceeds from redemption of FHLB stock
14

 
3,515

 
602

(Increase) decrease in purchased receivables, net
7,835

 
(1,769
)
 
(7,155
)
(Increase) decrease in loans, net
(31,852
)
 
12,278

 
1,160

Proceeds from sale of other real estate owned
1,522

 
3,302

 
934

Proceeds from the sale of Northrim Benefits Group
—

 
4,625

 
—

Investment in other real estate owned
(144
)
 
—

 
(311
)
Purchases of software
(517
)
 
(5,680
)
 
—

Proceeds from sales of premises and equipment
3

 
116

 
1,401

Purchases of premises and equipment
(3,511
)
 
(1,555
)
 
(3,293
)
Net Cash Provided (Used) by Investing Activities
5,646

 
30,378

 
(47,499
)
Financing Activities:
 

 
 
 
 
(Decrease) increase in deposits
(30,195
)
 
(9,370
)
 
26,861

Increase (decrease) in securities sold under repurchase agreements
6,532

 
139

 
(3,813
)
Proceeds from borrowings
—

 
3,097

 
2,265

Repayments of borrowings
(121
)
 
(73
)
 
(47
)
Distributions to noncontrolling interest
—

 
(445
)
 
(640
)
Repayment of junior subordinated debentures
—

 
(8,248
)
 
—

Proceeds from the issuance of common stock
243

 
100

 
—

Repurchase of common stock
(494
)
 
(1,607
)
 
—

Cash dividends paid
(7,064
)
 
(5,965
)
 
(5,372
)

63


Net Cash (Used) Provided by Financing Activities
(31,099
)
 
(22,372
)
 
19,254

Net Change in Cash and Cash Equivalents
(303
)
 
27,290

 
(8,122
)
Cash and Cash Equivalents at Beginning of Year
77,841

 
50,551

 
58,673

Cash and Cash Equivalents at End of Year

$77,538

 

$77,841

 

$50,551

 
 
 
 
 
 
Supplemental Information:
 

 
 
 
 
Income taxes paid

$1,766

 

$7,764

 

$4,414

Interest paid

$2,971

 

$2,470

 

$2,553

Noncash commitments to invest in Low Income Housing Tax Credit Partnerships

$—

 

$—

 

$6,809

Transfer of loans to other real estate owned

$686

 

$5,912

 

$4,036

Cash dividends declared but not paid

$72

 

$53

 

$48

 
See notes to consolidated financial statements

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -    Summary of Significant Accounting Policies
Nature of Operations: Northrim BanCorp, Inc. (the “Company”), is a publicly traded bank holding company headquartered in Anchorage, Alaska that is primarily engaged in the delivery of business and personal banking services through its wholly-owned banking subsidiary, Northrim Bank ("the Bank"). The Bank also engages in retail mortgage origination services through its wholly-owned subsidiary, Residential Mortgage Holding Company, LLC (“RML”). Additionally, the Bank through its wholly-owned subsidiary, Northrim Funding Services ("NFS"), operates a factoring division in Bellevue, Washington.  Related companies include Pacific Wealth Advisors, LLC (“PWA”) and Homestate Mortgage Company, LLC ("Homestate"). The Company has a equity investment in PWA through its wholly owned subsidiary, Northrim Investment Services Company ("NISC"), and the Company has a equity investment in Homestate through RML. The Company also owned a 50.1% ownership interest in Northrim Benefits Group, LLC ("NBG") from 2005 until the Company sold all of its interest in the assets of NBG in August of 2017.
Method of Accounting:  The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States and prevailing practices within the banking industry. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income, gains, expenses, and losses during the reporting periods. Actual results could differ from those estimates. Significant estimates include the allowance for loan losses (“Allowance”), valuation of goodwill and other intangibles, valuation of other real estate owned (“OREO”), valuation of mortgage servicing rights, and fair value disclosures.  
Consolidation: The Company consolidates affiliates in which we have a controlling interest. The accompanying consolidated financial statements include the accounts of the Company, the Bank, RML, NBG, and Northrim Investment Services Company (“NISC”).  Significant intercompany balances have been eliminated in consolidation.   As of December 31, 2018, the Company had one wholly-owned trust ("Trust") that was formed to issue trust preferred securities and related common securities of the Trust. The Company has not consolidated the accounts of the Trust in its consolidated financial statements in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB”) ASC 810, Consolidation (“ASC 810”). As a result, the junior subordinated debentures issued by the Company to the Trust are reflected on the Company’s consolidated balance sheet as junior subordinated debentures. The Company has determined that PWA and Homestate are not variable interest entities and therefore, the Company does not consolidate the balance sheets and income statements of PWA or Homestate into its financial statements. The Company's investments in PWA and Homestate are accounted for as equity method investments. Results of PWA and Homestate are included in "Other income" in our Consolidated Statements of Income. Investments in associated companies are presented on a one-line basis in the caption “Other assets” in our Consolidated Balance Sheets.    
Operating Segments: Public enterprises are required to report certain information about their operating segments in a complete set of financial statements to shareholders. The basis for determining the Company's operating segments is the manner in which management operates the business. Management has identified two primary business segments; Community Banking and Home Mortgage Lending.
Reclassifications: 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.
Subsequent Events: The Company has evaluated events and transactions subsequent to December 31, 2018 for potential recognition or disclosure.
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, federal funds sold, and securities with original maturities of less than 90 days at acquisition.
Marketable Securities: Marketable securities are equity investments excluding those accounted for under the equity method of accounting or those that result in consolidation of the investee. Marketable securities are stated at fair value. Changes in fair value are included in "Gain (loss) on marketable securities" in our Consolidated Statements of Net Income.
Investment Securities: Securities available for sale are stated at fair value with unrealized holding gains and losses, net of tax, excluded from earnings and reported as a separate component of other comprehensive income, unless an unrealized loss is deemed other than temporary.  Gains and losses on available for sale securities sold are determined on a specific identification basis.

65


Held to maturity securities are stated at cost, adjusted for amortization of premium and accretion of discount on a level-yield basis.  The Company has the ability and intent to hold these securities to maturity.
The Company amortizes purchase premiums for callable debt securities to the earliest call date.
A decline in the market value of any available for sale or held to maturity security below cost that is deemed other than temporary results in a charge to earnings and the establishment of a new cost basis for the security. Unrealized investment securities losses are evaluated at least quarterly on a specific identification basis to determine whether such declines in value should be considered "other than temporary" and therefore be subject to immediate loss recognition in income. Although these evaluations involve significant judgment, an unrealized loss in the fair value of a debt security is generally deemed to be temporary when the fair value of the security is below the carrying value primarily due to changes in interest rates and there has not been significant deterioration in the financial condition of the issuer.  The Company does not intend to sell, nor is it more likely than not that it will be required to sell, securities whose market value is less than carrying value.  Because it is more likely than not that the Company will hold these investments until a market price recovery or maturity, these investments are not considered other than temporarily impaired.  Other factors that may be considered in determining whether a decline in the value is "other than temporary" include the financial condition, capital strength, and near-term prospects of the issuer; actions of commercial banks or other lenders relative to the continued extension of credit facilities to the issuer of the security; recommendations of investment advisors or market analysts; and ratings by recognized rating agencies.
Federal Home Loan Bank Stock: The Company’s investment in Federal Home Loan Bank of Des Moines (“FHLB”) stock is carried at par value because the shares can only be redeemed with the FHLB at par.  The Company is required to maintain a minimum level of investment in FHLB stock based on the Company’s total Bank assets and outstanding advances.  FHLB stock is carried at cost and is subject to recoverability testing at least annually.
Loans held for sale:  The Company designates loans held for sale as either carried at fair value or the lower of cost or fair value at origination. Loans held for sale include residential mortgage loans that have been originated for sale in the secondary market. Related gains or losses on the sale of these loans are recognized in mortgage banking income.
Loans: Loans are carried at their principal amount outstanding, net of charge-offs, unamortized fees, and direct loan origination costs.  Loan balances are charged-off to the Allowance when management believes that collection of principal is unlikely.  Interest income on loans is accrued and recognized on the principal amount outstanding except for loans in a nonaccrual status.  All classes of loans are placed on nonaccrual when management believes doubt exists as to the collectability of the interest or principal.  Cash payments received on nonaccrual loans are directly applied to the principal balance.  Generally, a loan may be returned to accrual status when the delinquent principal and interest is brought current in accordance with the terms of the loan agreement and certain ongoing performance criteria have been met. Loans are reported as past due when installment payments, interest payments, or maturity payments are past due based on contractual terms.
The Company considers a loan to be impaired when it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan agreement.  Once a loan is determined to be impaired, the impairment is measured based on the present value of the expected future cash flows discounted at the loan’s effective interest rate, unless the loan is collateral dependent, in which case the impairment is measured by using the fair value of the loan’s collateral.  Nonperforming loans greater than $50,000 are individually evaluated for impairment based upon the borrower’s overall financial condition, resources, and payment record, and the prospects for support from any financially responsible guarantors.
The Company uses either in-house evaluations or external appraisals to estimate the fair value of collateral-dependent impaired loans as of each reporting date.  The Company’s determination of which method to use is based upon several factors.  The Company takes into account compliance with legal and regulatory guidelines, the amount of the loan, the estimated value of the collateral, the location and type of collateral to be valued, and how critical the timing of completion of the analysis is to the assessment of value.  Those factors are balanced with the level of internal expertise, internal experience, and market information available, versus external expertise available such as qualified appraisers, brokers, auctioneers, and equipment specialists.
The Company uses external appraisals to estimate fair value for projects that are not fully constructed as of the date of valuation.  These projects are generally valued as if complete, with an appropriate allowance for cost of completion, including contingencies developed from external sources such as vendors, engineers, and contractors.
The Company classifies fair value measurements using observable inputs, such as external appraisals, as level 2 valuations in the fair value hierarchy, and fair value measurements with unobservable inputs, such as in-house evaluations, as level 3 valuations in the fair value hierarchy.

66


When the fair value measurement of the impaired loan is less than the recorded amount of the loan, an impairment is recognized by recording a charge-off to the Allowance or by designating a specific reserve in accordance with GAAP.  The Company’s policy is to record cash payments received on impaired loans that are not also nonaccrual loans in the same manner that cash payments are applied to performing loans.
A loan is classified as a troubled debt restructuring ("TDR") when a borrower is experiencing financial difficulties that lead to a restructuring of the loan, and the Company grants concessions to the borrower in the restructuring that it would not otherwise consider. These concessions may include interest rate reductions, principal forgiveness, extension of maturity date and other actions intended to minimize potential losses. Generally, a nonaccrual loan that is restructured remains on nonaccrual status for a period of at least six months to demonstrate that the borrower can meet the restructured terms. If the borrower's performance under the new terms is not reasonably assured, the loan remains classified as a nonaccrual loan. Interest on TDRs will be accrued at the restructured rates when it is anticipated that no loss of original principal will occur, and the interest can be collected, which is generally after a period of six months.
Loan origination fees received in excess of direct origination costs are deferred and accreted to interest income using a method approximating the level-yield method over the life of the loan.
Acquired Loans: Loans are recorded at their fair value at the acquisition date. Credit discounts are included in the determination of fair value; therefore, an allowance for loan losses is not recorded at the acquisition date. Purchased loans are evaluated upon acquisition and classified as either purchased credit impaired or purchased non-credit-impaired. Purchased credit impaired loans reflect credit deterioration since origination such that it is probable at acquisition that the Company will be unable to collect all contractually required payments.
Purchased credit impaired loans were individually evaluated for credit impairment at acquisition using expected future cash flows or the estimated value of underlying collateral. A purchased credit impaired loan will be removed from impaired loans only if the loan is sold, foreclosed, or assets are received in full satisfaction of the loan, and it will be removed from impaired loans at its carrying value. If an individual loan is removed, the difference between its relative carrying amount and its cash, fair value of the collateral, or other assets received will be recognized in other income immediately as a gain and would not affect the effective yield used to recognize the accretable yield on purchased credit impaired loans.
The excess of the undiscounted contractual balances due over the cash flows expected to be collected is considered to be the nonaccretable difference. The nonaccretable difference represents our estimate of the credit losses expected to occur and was considered in determining the fair value of the purchased credit impaired loans as of the acquisition date. Subsequent to the acquisition date, any increases in expected cash flows over those expected at purchase date in excess of fair value are adjusted through an increase to the accretable yield on a prospective basis. The purchased credit impaired loans are and will continue to be subject to the Company’s internal and external credit review and monitoring. If credit deterioration is experienced subsequent to the initial acquisition fair value amount, such deterioration will be measured, and a charge-off will be recorded.
For purchased non-credit-impaired loans, the difference between the fair value and unpaid principal balance of the loan at the acquisition date is amortized or accreted to interest income over the estimated life of the loans.
For the purpose of estimating the Allowance, the Company has evaluated the credit quality of purchased non-credit-impaired loans separately from loans that were originated by the Company and has applied different qualitative factors to these loans. Purchased non-credit-impaired loans that have been identified as impaired subsequent to the merger are included in the Company's normal process for reporting impaired loans and calculation of a specific valuation allowance.
Allowance for Loan Losses:  The Allowance for Loan Losses is management’s best estimate of probable losses inherent in its loan portfolio.  Accordingly, the methodology is based on historical loss experience by loan segment and class with adjustments for current events and conditions.  The Company’s process for determining the appropriate level of the Allowance for probable loan losses is designed to account for credit deterioration as it occurs.  The provision for loan losses reflects loan quality trends, including levels of and trends related to past due and nonaccrual loans, net charge-offs or recoveries, and other factors. The Company has identified the following segments: commercial, real estate construction one-to-four family, real estate construction other, real estate term owner occupied, real estate term non-owner occupied, real estate term other, consumer loans secured by 1st deeds of trust, and other consumer loans.  Then the Company further disaggregates each segment into the following classes, which are also known as asset quality ratings: pass (grades 1-6), special mention (grade 7), substandard (grade 8), doubtful (grade 9), and loss (grade 10).
The level of the Allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses

67


inherent in the current loan portfolio.  Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off.  While management utilizes its best judgment and information available, the ultimate adequacy of the Allowance is dependent upon a variety of factors beyond the Company’s control including, among other things, the performance of the Company’s loan portfolio, the economy, changes in interest rates, and the view of the regulatory authorities toward loan classification.
The Company’s Allowance consists of three elements: (1) specific valuation allowances based on probable losses on specific loans, (2) general valuation allowances based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted as necessary to reflect the impact of current conditions, and (3) unallocated general valuation allowances based on general economic conditions and other qualitative risk factors both internal and external to the Company.
The specific valuation allowance is an allocated allowance for impaired loans.  This analysis is based upon a specific analysis for each impaired loan that is collateral dependent, including appraisals and in-house evaluations on loans secured by real property, management’s assessment of the current market, recent payment history, and an evaluation of other sources of repayment.  The Company obtains appraisals on real and personal property that secure its loans during the loan origination process in accordance with regulatory guidance and its loan policy.   
The Company then estimates a general allocated allowance for all other loans that were not impaired as of the balance sheet date using a formula-based approach that includes average historical loss factors that are adjusted for quantitative and qualitative factors.  Qualitative factors are based on management’s assessment of current trends that may cause losses inherent in the current loan portfolio to differ significantly from historical losses. The Company uses a formula-based approach that includes average historical loss factors that are adjusted for qualitative factors to establish this portion of the Allowance.   After the portfolio has been disaggregated into segments and classes, the Company calculates a general reserve for each segment and class based on the average five year loss history for each segment and class.  This general reserve is then adjusted for qualitative factors, by segment and class.  Qualitative factors are based on management’s assessment of current trends that may cause losses inherent in the current loan portfolio to differ significantly from historical losses.  Some factors that management considers in determining the qualitative adjustment to the general reserve include our concentration of large borrowers; national and local economic trends; general business conditions; economic, political, and industry specific factors that affect resource development in Alaska; underwriting policies and standards; trends in local real estate markets; effects of various political activities; peer group data; and internal factors such as underwriting policies and expertise of the Company’s employees. 
The unallocated general valuation portion of the Allowance is based on several factors, including the level of the Allowance as compared to total loans and nonperforming loans in light of current economic conditions. This portion of the Allowance is deemed “unallocated” because it is not allocated to any segment or class of the loan portfolio.  This portion of the Allowance provides for coverage of credit losses inherent in the loan portfolio but not captured in the credit loss factors that are utilized in the risk rating-based component or in the specific impairment component of the Allowance and acknowledges the inherent imprecision of all loss prediction models.  This portion of the Allowance is based upon management’s evaluation of various factors that are not directly measured in the determination of the allocated portions of the Allowance.  Such factors include uncertainties in identifying triggering events that directly correlate to subsequent loss rates, uncertainties in economic conditions, risk factors that have not yet manifested themselves in loss allocation factors, and historical loss experience data that may not precisely correspond to the current portfolio.  In addition, the unallocated reserve may fluctuate based upon the direction of various risk indicators.  Examples of such factors include the risk as to current and prospective economic conditions, the level and trend of charge offs or recoveries, and the risk of heightened imprecision or inconsistency of appraisals used in estimating real estate values.  Although this allocation process may not accurately predict credit losses by loan type or in aggregate, the total allowance for credit losses is available to absorb losses that may arise from any loan type or category. 
Based on our methodology and its components, management believes the resulting Allowance is adequate and appropriate for the risk identified in the Company's loan portfolio.  While management believes that it uses the best information available to determine the Allowance, unforeseen market conditions and other events could result in adjustment to the Allowance, and net income could be significantly affected if circumstances differed substantially from the assumptions used in making the final determination.  Our banking regulators, as an integral part of their examination process, periodically review the Company's Allowance.  Our regulators may require the Company to recognize additions to the Allowance based on their judgments related to information available to them at the time of their examinations.
Reserve for Unfunded Loan Commitments and Letters of Credit: The Company maintains a separate reserve for losses related to unfunded loan commitments and letters of credit.  The determination of the adequacy of the reserve is based on periodic evaluations of the unfunded credit facilities including assessment of historical losses and current economic conditions.  The allowance for unfunded loan commitments and letters of credit is included in other liabilities on the Consolidated Balance Sheets, with changes to the balance charged against other operating expense.

68


Purchased Receivables:  The Bank, through NFS, purchases accounts receivable from its customers.  The purchased receivables are carried at their principal amount outstanding, net of a reserve for anticipated losses that have not yet been identified.  Fees charged to the customer are earned while the balances of the purchases are outstanding, which is typically less than one year.  The Company maintains a separate reserve for losses related to purchased receivable assets.  The determination of the adequacy of the reserve is based on periodic evaluations of purchased receivable assets including an assessment of historical losses and current economic conditions.  The reserve for purchased receivable assets is included in the balance of these accounts on a net basis on the consolidated balance sheets, with changes to the balance charged against other operating expense.
Other Real Estate Owned: Other real estate owned represents properties acquired through foreclosure or its equivalent.  Prior to foreclosure, the carrying value is adjusted to the fair value, less cost to sell, of the real estate to be acquired by an adjustment to the Allowance.  Management’s evaluation of fair value is based on appraisals or discounted cash flows of anticipated sales.   After foreclosure, any subsequent reduction in the carrying value is charged against earnings.  Operating expenses associated with other real estate owned are charged to earnings in the period they are incurred.
Premises and Equipment: Premises and equipment, including leasehold improvements, are stated at cost, less accumulated depreciation and amortization.  Depreciation and amortization expense for financial reporting purposes is computed using the straight-line method based upon the shorter of the lease term or the estimated useful lives of the assets that vary according to the asset type and include; furniture and equipment ranging between 3 and 7 years, leasehold improvements ranging between 2 and 15 years, and buildings at 39 years.  Maintenance and repairs are charged to current operations, while renewals and betterments are capitalized.  Long-lived assets such as premises and equipment are reviewed for impairment at least annually or whenever events or changes in business circumstances indicate that the remaining useful life may warrant revision, or that the carrying amount of the long-lived asset may not be fully recoverable.  If impairment is determined to exist, any related impairment loss is calculated based on fair value.  Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.
Goodwill and Other Intangible Assets: Intangible assets are comprised of goodwill and other intangibles acquired in business combinations. Goodwill and intangible assets with indefinite useful lives are not amortized. Intangible assets with definite useful lives are amortized to their estimated residual values over their respective useful lives, and are also reviewed for impairment. Amortization of intangible assets is included in other operating expense in the Consolidated Statements of Income. The Company performs a goodwill impairment analysis at the segment level on an annual basis. Additionally, the Company performs a goodwill impairment evaluation on an interim basis when events or circumstances indicate impairment potentially exists.
Low Income Housing Tax Credit Partnerships: The Company earns a return on its investments in these partnerships in the form of tax credits and deductions that flow through to it as a limited partner.  The Company amortizes these investments in tax expense over the period during which tax credits are used.
Servicing Rights: Mortgage and commercial servicing rights associated with loans originated and sold, where servicing is retained, are measured at fair value and changes in fair value are reported through earnings. Changes in the fair value of servicing rights occur primarily due to the collection/realization of expected cash flows, as well as changes in valuation inputs and assumptions. Under the fair value method, servicing rights are carried on the balance sheet at fair value and the changes in fair value are reported in earnings in other operating income in the period in which the change occurs. Fair value measurements are determined using a discounted cash flow model. In order to determine the fair value of servicing rights, the present value of net expected future cash flows is estimated. Assumptions used include market discount rates, anticipated prepayment speeds, escrow calculations, delinquency rates, and ancillary fee income net of servicing costs. For mortgage servicing rights ("MSRs"), the model assumptions are also compared to publicly filed information from several large MSR holders, as available.
Other Assets: Other assets include purchased software and prepaid expenses.  Purchased software is carried at amortized cost and is amortized using the straight-line method over its estimated useful life or the term of the agreement.  Also included in other assets is the net deferred tax asset, bank owned life insurance, accrued interest receivable, taxes receivable, rate lock derivatives, and the Company’s equity method investments. The Company performs an impairment analysis on it's equity method investments when events or circumstances indicate impairment potentially exists.
Derivatives: The Company records all derivatives on the Consolidated Balance Sheets at fair value. The accounting for change in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate the derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Interest rate swaps that are designated as a cash flow hedge and satisfy the hedge accounting requirements involve the receipt of variable amounts from a counter-party in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. For derivatives which are designed as cash flow hedges and satisfy hedge accounting requirements, the effective portion of changes in the fair value of the derivative is

69


recorded in accumulated other comprehensive income (loss). The fair value of the Company's derivatives is determined using discounted cash flow analysis using observable market based inputs. The Company considers all free-standing derivatives not designated in a hedging relationship as economic hedges and recognizes these derivatives as either assets or liabilities in the balance sheet. These assets and liabilities are measured at fair value, and changes in fair value are recorded in earnings. By using derivatives, the Company is exposed to counterparty credit risk, which is the risk that counterparties to the derivative contracts do not perform as expected. If a counterparty fails to perform, our counterparty credit risk is equal to the amount reported as a derivative asset on our balance sheet, net of cash collateral received. We minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. For derivative instruments executed with the same counterparty under a master netting arrangement, we do not offset fair value amounts of interest rate swaps in liability positions with the ones in asset positions. For further detail, see Note 19.
Transfers or sales of financial assets: For transfers of entire financial assets or a participating interest in an entire financial asset recorded as sales, we recognize and initially measure at fair value all assets obtained and liabilities incurred. We record a gain or loss in other operating income for the difference between the carrying amount and the fair value of the assets sold. Fair values are based on quoted market prices, quoted market prices for similar assets, or if market prices are not available, then the fair value is estimated using discounted cash flow analysis with assumptions for credit losses, prepayments and discount rates that are corroborated by and verified against market observable data, where possible.
Advertising: Advertising, promotion, and marketing costs are expensed as incurred.  The Company reported total expenses in these areas of $2.3 million, $2.6 million, and $2.4 million for each of the periods ending December 31, 2018, 2017, and 2016, respectively.
Stock Incentive Plans: The Company accounts for its stock incentive plans using a fair-value-based method of accounting for stock-based employee compensation plans.  The Company has elected the modified prospective method for recognition of compensation cost associated with stock-based employee compensation awards.  The Company amortizes stock-based compensation expense over the vesting period of each award.
Income Taxes: The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the future consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Our policy is to recognize interest and penalties on unrecognized tax benefits in “Provision for income taxes” in the Consolidated Statements of Income.  
Earnings Per Share: Earnings per share is calculated using the weighted average number of shares and dilutive common stock equivalents outstanding during the period.  Stock options and restricted stock units, as described in Note 21, are considered to be common stock equivalents.  Potentially dilutive shares are excluded from the computation of earnings per share if their effect is anti-dilutive.  There were no anti-dilutive shares outstanding related to options to acquire common stock in 2017 or 2016. Anti-dilutive shares outstanding related to options to acquire common stock for the year ended December 31, 2018 totaled 44,721.
Information used to calculate earnings per share was as follows:
(In Thousands)
2018
2017
2016
Net income attributable to Northrim BanCorp, Inc.

$20,004


$13,151


$14,411

Basic weighted average common shares outstanding
6,878

6,890

6,884

Dilutive effect of potential common shares from awards granted under equity incentive program
104

88

91

Total
6,982

6,978

6,975

Earnings per common share
 
 
 
Basic

$2.91


$1.91


$2.09

Diluted

$2.86


$1.88


$2.06


Comprehensive Income: Comprehensive income consists of net income, net unrealized gains (losses) on securities available for sale after the tax effect, and net unrealized gains (losses) on derivative and hedging activities.

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Concentrations: Substantially all of the Company’s business is derived from the Anchorage, Matanuska-Susitna Valley, Fairbanks, Kenai Peninsula, and Southeast areas of Alaska.  As such, the Company’s growth and operations depend upon the economic conditions of Alaska and these specific markets.  These areas rely primarily upon the natural resources industries, particularly oil production, as well as tourism, government and U.S. military spending for their economic success.  A significant majority of the unrestricted revenues of the Alaska state government are currently funded through various taxes and royalties on the oil industry.  The Company’s business is and will remain sensitive to economic factors that relate to these industries and local and regional business conditions.  As a result, local or regional economic downturns, or downturns that disproportionately affect one or more of the key industries in regions served by the Company, may have a more pronounced effect upon its business than they might on an institution that is less geographically concentrated.  The extent of the future impact of these events on economic and business conditions cannot be predicted; however, prolonged or acute fluctuations could have a material and adverse impact upon the Company’s results of operation and financial condition.
At December 31, 2018 and 2017, the Company had $451.8 million and $424.8 million, respectively, in commercial and construction loans in Alaska.  Additionally, the Company continues to have a concentration in large borrowing relationships.  At December 31, 2018, 40% of the Company’s loan portfolio is attributable to 27 large borrowing relationships.  The Company has additional unfunded commitments to these borrowers of $97.7 million at December 31, 2018.
Fair Value Measurements: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date. GAAP established a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies. In accordance with GAAP, the Company groups its assets and liabilities measured at fair value into the following three levels: :
•
Level 1:  Valuation is based upon quoted prices for identical instruments traded in active markets. A quoted market price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available. A contractually binding sales price also provides reliable evidence of fair value.
•
Level 2:  Valuation is based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
•
Level 3:  Valuation is generated from model-based techniques that use significant assumptions not observable in the market, or inputs that require significant management judgment or estimation, some of which may be internally developed.  
Error Corrections:
Acquisition of RML
In 2016, the Company identified and has corrected an error regarding the accounting for payments to be made by the Company to the four former equity owners of RML that were negotiated as part of the Company’s acquisition of 76.5% of the equity interest in RML on December 1, 2014. Three of the four former equity owners of RML had continuing employment contracts with the Company as of December 1, 2014, and under the terms of the acquisition agreement, the payments are terminated for future periods if any two of these three continuing employees terminate employment before November 30, 2019. The fair value of the estimated payments was recorded as acquisition consideration on December 1, 2014, and accrued as a contingent liability. The Company has determined that these payments are more appropriately accounted for as compensation expense in the period they are incurred. Changes in the value of the contingent liability that was initially recorded when the Company acquired RML have previously been reflected on the Company’s Consolidated Statements of Income in the “Change in fair value, RML earn-out liability” line item in prior periods. As of September 30, 2016, this line item has been renamed to “Compensation expense - RML acquisition payments”, and the payments to the sellers of RML are expensed and recorded in the Consolidated Statements of Income in that same line item. Management evaluated the materiality of the error from qualitative and quantitative perspectives and concluded that the error was immaterial to the prior period financial statements taken as a whole. Consequently, the financial statements for the period ended December 31, 2016, include the cumulative impact of the correction of the error, and prior period financial statements have not been restated. The error correction reduced the total purchase price of RML from $29.5 million to $22.2 million and reduced the amount of goodwill recorded in the RML acquisition from $14.8 million to $7.5 million. The error correction eliminated the contingent liability originally recorded as part of the purchase consideration and resulted in the accrual of compensation expense, which is included in "Other liabilities" on the Consolidated Balance Sheets. The error correction increased Compensation expense - RML acquisition payments by $2.3 million and reduced net income by $1.4 million and covered the period from December 1, 2014, through June 30, 2016. Additionally, the change in the prospective accounting treatment of these payments also increased Compensation expense - RML acquisition payments by $765,000 and reduced net income for the third and fourth quarters of 2016 by $438,000 for a total decrease in net income of $1.8 million in 2016. The change did not affect the

71


total cash flows from operating, investing, or financing activities in the Consolidated Statement of Cash Flows. Accrued compensation expense related to these payments was $0 as of December 31, 2018 and represents compensation accrued for the period from December 1, 2018 through December 31, 2018.
Recognition of commercial servicing rights
In 2018, the Company recorded for the first time in other operating income the fair value of its commercial loan servicing portfolio of $1.0 million. This revenue is included in the "Commercial servicing revenue" line item in the Company's Consolidated Statement of Income. In previous years, the Company accounted for revenue from commercial servicing activities on a cash basis. Management evaluated the materiality of this error from qualitative and quantitative perspectives and concluded that the error was immaterial to the prior period financial statements taken as a whole. Consequently, the financial statements for the period ended December 31, 2018, include the cumulative impact of the correction of the error, and prior period financial statements have not been restated. The error correction increased total assets and net income by $737,000 after the impact of accounting for a provision for income taxes and covered the period from March 31, 2001 to December 31, 2018. The change did not affect cash flows from operating, investing, or financing activities in the Consolidated Statement of Cash Flows.
Occupancy expense
In 2018, the Company performed a review of it's premises and equipment assets as part of it's tax planning process related to the Tax Cuts and Jobs Act of 2017 that was enacted in December of 2017. During this review, the Company identified that $2.6 million of land was misclassified as buildings in 2008. This misclassification resulted in the recognition of $670,000 in depreciation expense between September 30, 2008 and June 30, 2018. Management evaluated the materiality of this error from qualitative and quantitative perspectives and concluded that the error was immaterial to the prior period financial statements taken as a whole. Consequently, the financial statements for the period ended December 31, 2018, include the cumulative impact of the correction of the error, and prior period financial statements have not been restated. The error correction increased total assets and net income by $480,000 after the impact of accounting for a provision for income taxes and covered the period from September 30, 2008 to December 31, 2018. The change did not affect cash flows from operating, investing, or financing activities in the Consolidated Statement of Cash Flows.
Recent Accounting Pronouncements
Accounting pronouncements implemented in 2018
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In general, this new guidance requires companies to use more judgment and make more estimates than under current guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company’s financial statements for annual and interim periods beginning on or after December 15, 2017; early adoption is permitted for annual reporting periods. For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. The Company has reviewed all revenue sources to determine the sources that are in scope for this guidance. As a bank, key revenue sources, including interest income and mortgage banking income have been identified as out of scope of this new guidance. The Company's overall assessment of material in-scope revenue sources include service charges on deposits and credit card payment processing fees. The Company adopted the guidance on January 1, 2018, utilizing the modified retrospective approach, which did not have a material impact on how the Company recognizes revenue or on our consolidated financial statements and disclosures. See Note 2 of the Notes to Consolidated Financial Statements for disclosures related to revenue generated from contracts with customers.
In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The new guidance is intended to improve the recognition and measurement of financial instruments. ASU 2016-01 requires that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. In addition, the amendment requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. This ASU also eliminates the requirement for public business entities to disclose the method(s) and significant

72


assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The amendment also requires a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument specific credit risk (also referred to as "own credit") when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The Company adopted the guidance on January 1, 2018 and reclassified $191,000 in unrealized gains on its investments in preferred stock from other accumulated comprehensive income to retained earnings. The Company also used an exit price notion to measure the fair value of financial instruments for it's disclosures as of December 31, 2018. Adoption of the guidance does not have a material or significant impact on the Company's consolidated financial statements. As of January 1, 2018, unrealized gains and losses on marketable equity securities are included in other operating income in the Consolidated Statement of Income.
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance on eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The Company adopted the guidance on January 1, 2018 and made an accounting policy election to classify distributions from equity method investees using the cumulative earnings approach. Accordingly, these distributions are recorded as cash inflows in the operating activity section of the Statement of Cash Flows. Adoption of the guidance does not have a material or significant impact on the Company's consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (“ASU 2017-09”). ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The Company adopted the guidance on January 1, 2018, and it did not have a material impact on the Company’s consolidated financial position or results of operations.
In March 2017, the FASB issued ASU 2017-08, Receivables-Nonrefundable Fees and Other Costs (“ASU 2017-08”). ASU 2017-08 amends the amortization period for certain purchased callable debt securities held at a premium by shortening the amortization period for the premium to the earliest call date. Under the current guidance, entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. ASU 2017-08 is effective for the Company’s financial statements for annual and interim periods beginning on or after December 15, 2018, and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings. The Company early adopted this standard in the first quarter of 2018, which resulted in a $62,000 decrease in beginning retained earnings through a cumulative-effect adjustment.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (“ASU 2017-12”). ASU 2017-12 improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition to that main objective, the amendments in this ASU make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP based on the feedback received from preparers, auditors, users, and other stakeholders. ASU 2017-12 is effective for the Company’s financial statements for annual and interim periods beginning on or after December 15, 2018, and all transition requirements and elections must be applied to hedging relationships existing (that is, hedging relationships in which the hedging instrument has not expired, been sold, terminated, or exercised or the entity has not removed the designation of the hedging relationship) on the date of adoption. The Company early-adopted this standard in the first quarter of 2018, and it did not have a significant impact on the Company’s consolidated financial position or results of operations.
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (“ASU 2017-04”). ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 is effective for the Company’s financial statements for annual and interim periods beginning on or after December 15, 2019, and must be applied on a prospective basis. The Company early adopted this standard in the fourth quarter of 2018, and it did not have a significant impact on the Company’s consolidated financial position or results of operations.
Accounting pronouncements to be implemented in future periods
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The standard requires the measurement of all expected credit losses for certain financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable

73


forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates, but will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. ASU 2016-13 requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization's portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for specified periods. The Company has formed a cross-functional team to begin implementation efforts of this new guidance. The team is evaluating the data elements and modeling options that are expected to be critical to the new process. Additionally, the Company has engaged external consulting services related to this effort. An estimate of the impact of this standard on the Company's consolidated financial position and results of operations has not yet been determined, however, the impact is expected to be significant and the impact on the Company's process for calculating the Allowance is also expected to be significant.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. ASU 2016-02 is effective for the Company’s financial statements for annual and interim periods beginning on or after December 15, 2018, and must be applied prospectively. All entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. As the Company expects to elect the transition option provided in ASU No. 2018-11 (see below), the modified retrospective approach will be applied on January 1, 2019 (as opposed to January 1, 2017). The Company also expects to elect certain relief options offered in ASU 2016-02 including the package of practical expedients, the option not to separate lease and non-lease components and instead to account for them as a single lease component, and the option not to recognize right-of-use assets and lease liabilities that arise from short-term leases (i.e., leases with terms of twelve months or less). The Company will likely not elect the hindsight practical expedient, which allows entities to use hindsight when determining lease term and impairment of right-of-use assets. The Company has several lease agreements, such as branch locations, which are currently considered operating leases, and therefore, not recognized on the Company’s consolidated statements of condition. When the Company adopts these amendments on January 1, 2019, the Company expects to recognize a right-of-use asset and related lease liability on the Company’s statement of financial condition of $15.9 and $15.9, respectively. The Company has finalized its review of the amendments and has updated its accounting policies and procedures.
In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements ("ASU 2018-11") to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02. Specifically, under the amendments in ASU 2018-11: (1) entities may elect not to recast the comparative periods presented when transitioning to the new leasing standard, and (2) lessors may elect not to separate lease and non-lease components when certain conditions are met. The amendments have the same effective date as ASU 2016-02 (January 1, 2019 for the Company). The Company expects to elect both transition options. ASU 2018-11 is not expected to have a material impact on the Company’s Consolidated Financial Statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. ASU 2018-13 is effective for the Company’s financial statements for annual and interim periods beginning on or after December 15, 2019. The Company does not believe that the adoption of this standard will have a material impact on the Company’s consolidated financial position or results of operations.
NOTE 2 – Revenue
The Company's revenue is included in net interest income and other operating income on its Consolidated Statements of Income. ASU 2014-09, which amends Topic 606 in the Accounting Standards Codification ("ASC"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
The majority of our ongoing revenue-generating transactions are not subject to Topic 606, including revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, purchased receivable income, financial guarantees, and derivatives are also not in scope of the new guidance. Topic 606 is applicable to noninterest revenue streams such as deposit related fees, interchange fees, merchant services income, and commissions from the sales of mutual funds and other investments. However, the recognition of

74


these revenue streams did not change significantly upon adoption of Topic 606. Substantially all of the Company’s non-interest revenue is generated from contracts with customers. Non-interest revenue streams in-scope of Topic 606 are discussed below.
Bankcard fees
Bankcard fees are primarily comprised of debit card income and ATM fees. Debit card income is primarily comprised of interchange fees earned whenever the Company’s debit cards are processed through card payment networks such as Visa or MasterCard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. The Company’s performance obligation for bankcard fees are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payments are typically received immediately or in the following month.
Service charges on deposit accounts
Service charges on deposit accounts consist of general service fees for monthly account maintenance, activity- or transaction-based fees, and account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), and other deposit account related fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed. Payments for service charges on deposit accounts are primarily received immediately or in the following month through a direct charge to customers’ accounts.
Other
Other operating income consists of other recurring revenue streams such as merchant services income, commissions from sales of mutual funds and other investments, safety deposit box rental fees, bank check and other check fees, unrealized gains and losses on marketable securities, and other miscellaneous revenue streams. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. The Company’s performance obligation for merchant services income is largely satisfied, and related revenue recognized, when the transactions have been completed. Payment is typically received immediately or in the following month. The Company earns commissions from the sale of mutual funds as periodic service fees (i.e., trailers) from Elliott Cove Capital Management typically based on a percentage of net asset value. Trailer revenue is recorded over time, quarterly, as net asset value is determined. The Company also earns commission income from the sale of annuity products. The Company acts as an intermediary between the Company's customer and Elliott Cove Investment Advisors for these transactions, and Commissions from annuity product sales are recorded when the Company’s performance obligation is satisfied, which is generally upon the issuance of the annuity policy. The Company does not earn trailer fees on annuity sales. Payment for commissions from sales of mutual funds and other investments and annuity sales is typically received in the following quarter. Other service charges include revenue from safety deposit box rental fees, processing wire transfers, bank check and other check fees, and other services. The Company’s performance obligations for these other revenue streams are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payments are typically received immediately or in the following month.
The following presents other operating income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the years ended December 31, 2018, 2017 and 2016:
(In Thousands)
December 31,
Other operating income
2018
2017
2016
 
In-scope of Topic 606:
 
 
 
 
 
Bankcard fees

$2,811


$2,597


$2,670

 
 
Service charges on deposit accounts
1,508

1,614

1,998

 
 
Other
1,592

1,615

1,612

 
Other operating income (in-scope of Topic 606)

$5,911


$5,826


$6,280

 
Other operating income (out-of-scope of Topic 606)
26,256

34,648

36,983

Total other operating income

$32,167


$40,474


$43,263

Contract Balances
A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s other operating revenue streams are largely based on transactional activity, or standard month-end revenue accruals. Consideration is often received immediately or shortly after the Company satisfies its performance obligation

75


and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of December 31, 2018, 2017 and 2016, the Company did not have any significant contract balances.
Contract Acquisition Costs
An entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. Upon adoption of ASU 2014-09, the Company did not capitalize any contract acquisition costs.


NOTE 3 – Cash and Due from Banks
The Company is required to maintain a $983,000 minimum average daily balance with the Federal Reserve Bank of San Francisco ("Federal Reserve Bank") for purposes of settling financial transactions and charges for Federal Reserve Bank services.  The Company is also required to maintain cash balances or deposits with the Federal Reserve Bank sufficient to meet its statutory reserve requirements.  The average reserve requirement for the maintenance period, which included December 31, 2018, was $0.
The Company is required to maintain a $500,000 balance with a correspondent bank for outsourced servicing of ATMs.
The Company is required to maintain a $100,000 and $300,000 balance with a correspondent bank to collateralize the initial margin and the fair value exposure of one of its interest rate swaps, respectively.

NOTE 4 - Interest Bearing Deposits in Other Banks
All interest bearing deposits in other banks have a maturity of one year or less.  Balances at December 31 for the respective years are as follows:
(In Thousands)
2018

2017
Interest bearing deposits at Federal Reserve Bank

$49,924



$52,083

Interest bearing deposits at FHLB
142


41

Other interest bearing deposits at other institutions
701


701

Total

$50,767



$52,825


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NOTE 5 - Investment Securities
The carrying values and approximate fair values of investment securities at the periods indicated are presented below:
(In Thousands)
Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value
December 31, 2018
 


 


 


 

Securities available for sale
 


 


 


 

U.S. Treasury and government sponsored entities

$209,908



$391



$1,439



$208,860

Municipal securities
9,089


17


22


9,084

Corporate bonds
40,139


38


397


39,780

Collateralized loan obligations
13,990

 
—

 
104

 
13,886

Total securities available for sale

$273,126



$446



$1,962



$271,610

December 31, 2017
 


 


 


 

Securities available for sale
 


 


 


 

U.S. Treasury and government sponsored entities

$250,794



$3



$1,336



$249,461

Municipal securities
14,395


72


46


14,421

Corporate bonds
36,654


478


—


37,132

Collateralized loan obligations
6,000

 
5

 
—

 
6,005

Total securities available for sale

$307,843



$558



$1,382



$307,019


Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2018 and 2017, were as follows:
 
Less Than 12 Months
More Than 12 Months
Total
(In Thousands)
Fair
Value
Unrealized Losses
Fair
Value
Unrealized Losses
Fair
Value
Unrealized Losses
2018
 
 
 
 
 
 
Securities Available for Sale
 
 
 
 
 
 
U.S. Treasury and government sponsored entities

$5,030


$6


$135,807


$1,433


$140,837


$1,439

Corporate bonds
22,285

397

—

—

22,285

397

Collateralized loan obligations
13,886

104

—

—

13,886

104

Municipal securities
—

—

1,673

22

1,673

22

Total

$41,201


$507


$137,480


$1,455


$178,681


$1,962

2017
 
 
 
 
 
 
Securities Available for Sale
 
 
 
 
 
 
U.S. Treasury and government sponsored entities

$116,331


$496


$122,605


$840


$238,936


$1,336

Municipal securities
3,994

17

2,298

29

6,292

46

Total

$120,325


$513


$124,903


$869


$245,228


$1,382

    
The unrealized losses on investments in government sponsored entities, corporate bonds, municipal securities, and collateralized loan obligations in both periods were caused by changes in interest rates.  At December 31, 2018 and 2017, there were 14 and 23 available for sale securities in an unrealized loss position, respectively, that have been in a loss position for less than twelve months. There were 23 and 17 securities with unrealized losses at December 31, 2018 and 2017, respectively, that have been at a loss position for more than twelve months.  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.  Because it is more likely than not that the Company will hold these investments until a market price recovery or maturity, these investments are not considered other-than-temporarily impaired.


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At December 31, 2018 and 2017, $58.4 million and $51.6 million in securities were pledged for deposits and borrowings, respectively. 

The amortized cost and fair values of debt securities at December 31, 2018, are distributed by contractual maturity as shown below.  Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.  
(In  Thousands)
Amortized Cost

Fair Value

Weighted Average Yield
U.S. Treasury and government sponsored entities
 

 

 
Within 1 year

$68,285



$67,798


1.41
%
1-5 years
141,623


141,062


2.36
%
Total

$209,908



$208,860


2.05
%
Corporate bonds
 

 

 
1-5 years

$30,130



$30,103


3.45
%
5-10 years
10,009


9,677


3.51
%
Total

$40,139



$39,780


3.46
%
Collateralized loan obligations
 
 
 
 
 
5-10 years

$3,000

 

$2,990

 
3.86
%
Over 10 years
10,990

 
10,896

 
3.78
%
Total

$13,990

 

$13,886

 
3.80
%
Municipal securities
 

 

 
Within 1 year

$1,867



$1,861


1.64
%
1-5 years
7,222


7,223


2.64
%
Total

$9,089



$9,084


2.43
%

The proceeds and resulting gains and losses, computed using specific identification, from sales of investment securities for the years ending December 31, 2018, 2017, and 2016, respectively, are as follows: 
(In Thousands)
Proceeds

Gross Gains

Gross Losses
2018
 

 

 
Available for sale securities

$—



$—



$—

2017
 

 

 
Available for sale securities

$25,006



$14



$3

2016
 

 

 
Available for sale securities

$5,785



$12



$23


A summary of interest income for the years ending December 31, 2018, 2017, and 2016 on available for sale investment securities is as follows:
(In Thousands)
2018

2017
 
2016
U.S. Treasury and government sponsored entities

$3,682



$2,983

 

$2,661

U.S. Agency mortgage-backed securities
—


—

 
4

Other
1,532


880

 
633

Total taxable interest income

$5,214



$3,863

 

$3,298

Municipal securities

$267



$367

 

$282

Total tax-exempt interest income

$267



$367

 

$282

Total

$5,481



$4,230

 

$3,580



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NOTE 6 - Loans and Credit Quality
As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends in past due and nonaccrual loans, gross and net charge-offs, and movement in loan balances within the risk classifications.  The Company utilizes a loan risk grading system called the Asset Quality Rating (“AQR”) system to assign a risk classification to each of its loans.  The risk classification is a dual rating system that contemplates both probability of default and risk of loss given default. Loans are graded on a scale of 1 to 10 and, loans graded 1 – 6 are considered “pass” grade loans.  A description of the general characteristics of the AQR risk classifications are as follows:  
Pass grade loans – 1 through 6: The borrower demonstrates sufficient cash flow to fund debt service, including acceptable profit margins, cash flows, liquidity and other balance sheet ratios. Historic and projected performance indicates that the borrower is able to meet obligations under most economic circumstances.  The company has competent management with an acceptable track record.  The category does not include loans with undue or unwarranted credit risks that constitute identifiable weaknesses.
Special Mention – 7:  A "special mention" credit has weaknesses that deserve management's close attention.  If left uncorrected, these potential weaknesses may result in deterioration of either the repayment prospects for the asset or the Bank's credit position at some future date.  Special mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification.  Loans are currently protected, but are weak due to negative trends in the balance sheet and income statement.  Current cash flow may be insufficient to meet debt service, with prospects that the condition may not be temporary.  Profitability and key balance sheet ratios are below peers.  There is a lack of effective control over collateral or there are documentation deficiencies as well as a potential risk of payment default.  Collateral coverage is minimal in gross dollars or due to quality issues.  Financial information may be inadequate to show the recent condition of borrower.  The loan would not be approved as a new credit, and new loans would not be granted.  Management may not be adequately qualified or may have very limited prior experience with similar activities or markets.  The ability of management to cope with current conditions is questionable.  Internal conflict and turnover in key positions may be present.  Succession is unclear.  The borrower's asset quality is below average.  The capital base may be insufficient to cover capital losses.  Leverage is above average or increasing.  The industry outlook is generally negative but there are reasonable expectations of a turnaround within 12-18 months.  The firm may be new, resulting in competitive deficiencies in comparison to the older, more established firms in the industry.  Over-capacity may be evident in the industry.  Collateral and guarantor strength are comparable to Management Attention-6, but agings and certifications of accounts receivable and inventory are required and are not being provided on a regular basis.
Substandard – 8:  A "substandard" credit is inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any.  Assets so classified must have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.  Loans have well-defined weaknesses where a payment default and/or a loss are possible, but not yet probable.  Cash flow is insufficient to service debt, with prospects that the condition is permanent.  Assets classified as substandard are inadequately protected by the current net worth and paying capacity of the borrower, and there is a likelihood that collateral will have to be liquidated and/or the guarantor called upon to repay the debt.  Generally, the loan is considered collectible as to both principal and interest, primarily because of collateral coverage.  Loan(s) may have been restructured at less than market terms or have been partially charged off.  If deficiencies are not corrected quickly, there is a probability of loss and the borrower’s ability to operate as a going concern may be deemed questionable/is questionable.  Management has no prior experience with similar activities, demonstrating inability to realistically address problems and meet commitments.  The borrower’s asset quality is poor.  The capital base is weak and insufficient to absorb continuing losses, and leverage is significantly above peers.  Liquidity is poor with significant reliance on short-term borrowing to support trade debt.  Key balance sheet ratios are substantially inferior to industry norms.  The industry is currently trending downward or demonstrating recovery from an adverse cycle. The outlook is generally negative at this time.  Timing of recovery is unclear, but expectations are that market conditions will improve within 18-24 months.  The borrower has substantial competitive deficiencies when compared to other firms, such as excess capacity and over-supply, resulting in frequent and significant concessions and discounting.  Business failures are prevalent.  Collateral coverage is marginal or non-existent.  Collateral may be located outside the borrower’s market area.  There are no agings or certifications of accounts receivable and inventory being received from the borrower, and collateral has doubtful marketability/convertibility.  If guaranteed, the guarantor has limited outside worth and is highly leveraged with a poor credit report, which may reflect liens, collection problems, or lawsuits.
Doubtful – 9:  An asset classified "doubtful" has all the weaknesses inherent in one that is classified "substandard-8" with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.  The loan has substandard characteristics, and available information suggests that it is unlikely that the loan will be repaid in its entirety.  Cash flow is insufficient to service debt.  The company has had a series of substantial losses.  If the current material adverse trends continue, it is unlikely the borrower will have the ability to meet the terms of the loan agreement.  It may be difficult to predict the exact amount of loss, but the probability of some loss is greater

79


than 50%.  Loans are to be placed on non-accrual status when any portion is classified as doubtful.  Non-accrual loans would not be classified "doubtful" as long as the collateral appears adequate to retire the outstanding balance.  Management is clearly unable to address problems and meet commitments, and there is little expectation either of improvement or for sustaining the relationship with current management. The company is highly illiquid with excessive leverage.  Key balance sheet ratios are at unacceptable levels, and downturn is severe.  Timing of recovery is undeterminable.  The company is unable to compete; collateral and guarantees provide limited support.
Loss – 10:  An asset classified "loss" is considered uncollectable and of such little value that its continuance on the books is not warranted.  This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this basically worthless asset, even though partial recovery may be affected in the future.  The loan has doubtful characteristics, but the loan will definitely not be repaid in full.  Debt service coverage clearly reflects the company's inability to service debt.  The borrower cannot generate sufficient cash flow to cover fixed charges.  All near-term and long-term trends concerning cash flow and earnings are negative.  The damage to the financial condition of the Company cannot be reversed at this point in time.  Collateral and guarantees provide no support.
The composition of the loan portfolio as of the periods indicated is as follows:
(In Thousands)
Commercial
 
Real estate construction one-to-four family
 
Real estate construction other
 
Real estate term owner occupied
 
Real estate term non-owner occupied
 
Real estate term other
 
Consumer secured by 1st deeds of trust
 
Consumer other
 
Total
December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AQR Pass

$315,112



$33,729



$72,256



$117,174



$307,126



$40,792



$18,768



$23,595



$928,552

AQR Special Mention
5,116


3,382


—


3,987


18,129


670


140


2


31,426

AQR Substandard
22,192


—


—


5,253


465


577


320


47


28,854

Subtotal

$342,420



$37,111



$72,256



$126,414



$325,720



$42,039



$19,228



$23,645



$988,833

Less: Unearned origination fees, net of origination costs
 
 
 
 
 
(4,487
)
        Total loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

$984,346

December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AQR Pass

$277,371



$31,201



$80,093



$127,059



$307,780



$39,777



$21,846



$19,895



$905,022

AQR Special Mention
4,921


—


—


2,095


11,051


634


3


22


18,726

AQR Substandard
31,222


—


—


2,888


482


—


767


2


35,361

Subtotal

$313,514



$31,201



$80,093



$132,042



$319,313



$40,411



$22,616



$19,919



$959,109

Less: Unearned origination fees, net of origination costs
 
 
 
 
 
(4,156
)
        Total loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

$954,953

    
At December 31, 2018, approximately 73% of the Company’s loans are secured by real estate and 2% are unsecured. Approximately 25% are for general commercial uses, including professional, retail, and small businesses.  Repayment is expected from the borrowers’ cash flow or, secondarily, the collateral.  The Company’s exposure to credit loss, if any, is the outstanding amount of the loan if the collateral is determined to be of no value.    

80


Nonaccrual Loans
Nonaccrual loans net of government guarantees totaled $14.7 million and $21.2 million at December 31, 2018 and December 31, 2017, respectively. Interest income which would have been earned on nonaccrual loans for 2018, 2017, and 2016 amounted to $1.3 million, $1.4 million, and $676,000, respectively.  Additionally, the Company recognized interest income of $159,000, $120,000, and $181,000 in 2018, 2017, and 2016, respectively, related to interest collected on nonaccrual loans whose principal has been paid down to zero. Nonaccrual loans at the periods indicated, by segment are presented below:
(In  Thousands)
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Greater Than
90 Days Past Due
 
Current
 
Total
December 31, 2018
 
 
 
 
 
 
 
 
 
Commercial

$1,329

 

$324

 

$1,287

 

$9,731

 

$12,671

Real estate term owner occupied
—

 
—

 
1,694

 
—

 
1,694

Real estate term other
—

 
—

 
577

 
—

 
577

Consumer secured by 1st deeds of trust
—

 
—

 
—

 
220

 
220

Consumer other
—

 
—

 
39

 
9

 
48

    Total nonaccrual loans
1,329

 
324

 
3,597

 
9,960

 
15,210

Government guarantees on nonaccrual loans
(269
)
 
—

 
—

 
(247
)
 
(516
)
Net nonaccrual loans

$1,060

 

$324

 

$3,597

 

$9,713

 

$14,694

December 31, 2017
 
 
 
 
 
 
 
 
 
Commercial

$810

 

$—

 

$2,652

 

$16,455

 

$19,917

Real estate term owner occupied
—

 
—

 
—

 
1,331

 
1,331

Consumer secured by 1st deeds of trust
—

 
—

 
378

 
—

 
378

    Total nonaccrual loans
810

 
—

 
3,030

 
17,786

 
21,626

Government guarantees on nonaccrual loans
—

 
—

 
(94
)
 
(373
)
 
(467
)
Net nonaccrual loans

$810

 

$—

 

$2,936

 

$17,413

 

$21,159



81


Past Due Loans    
There were zero and $252,000 past due loans greater than 90 days and still accruing interest at December 31, 2018 and 2017, respectively.  Past due loans and nonaccrual loans at the periods indicated are presented below by loan class:
(In Thousands)
30-59 Days
Past Due
Still
Accruing

60-89 Days
Past Due
Still
Accruing

Greater Than
90 Days
Still
Accruing

Total Past
Due

Nonaccrual

Current

Total
December 31, 2018
 

 

 

 

 

 

 
Commercial

$872



$857



$—



$1,729



$12,671



$328,020



$342,420

Real estate construction one-to-four family
—


—


—


—


—


37,111


37,111

Real estate construction other
—


—


—


—


—


72,256


72,256

Real estate term owner occupied
1,197


—


—


1,197


1,694


123,523


126,414

Real estate term non-owner occupied
—


—


—


—


—


325,720


325,720

Real estate term other
—


—


—


—


577


41,462


42,039

Consumer secured by 1st deed of trust
224


100


—


324


220


18,684


19,228

Consumer other
190


—


—


190


48


23,407


23,645

Subtotal

$2,483



$957



$—



$3,440



$15,210



$970,183



$988,833

Less: Unearned origination fees,  net of origination costs

 


 


(4,487
)
     Total
 


 


 


 


 


 



$984,346

December 31, 2017
 

 

 

 

 

 

 
Commercial

$503



$—



$240



$743



$19,917



$292,854



$313,514

Real estate construction one-to-four family
—


—


—


—


—


31,201


31,201

Real estate construction other
90


—


—


90


—


80,003


80,093

Real estate term owner occupied
966


—


—


966


1,331


129,745


132,042

Real estate term non-owner occupied
—


—


—


—


—


319,313


319,313

Real estate term other
—


—


—


—


—


40,411


40,411

Consumer secured by 1st deed of trust
363


—


—


363


378


21,875


22,616

Consumer other
161


53


12


226


—


19,693


19,919

Subtotal

$2,083



$53



$252



$2,388



$21,626



$935,095



$959,109

Less: Unearned origination fees,  net of origination costs

 


 


(4,156
)
     Total
 


 


 


 


 


 



$954,953



82


Impaired Loans
At December 31, 2018 and 2017, the recorded investment in loans that are considered to be impaired was $31.7 million and $32.0 million, respectively.  The following table presents information about impaired loans by class for the years ended December 31, 2018 and 2017:
(In Thousands)
Recorded Investment

Unpaid Principal Balance

Related Allowance
December 31, 2018
 

 

 
With no related allowance recorded
 

 

 
Commercial - AQR pass

$80



$80



$—

Commercial - AQR special mention
2,009

 
2,009

 
—

Commercial - AQR substandard
21,252


22,303


—

Real estate term owner occupied - AQR substandard
5,253


5,253


—

Real estate term non-owner occupied - AQR pass
295


295


—

Real estate term non-owner occupied - AQR substandard
465


465


—

Real estate term other - AQR pass
486


486


—

Real estate term other - AQR substandard
577


577


—

Consumer secured by 1st deeds of trust - AQR pass
129


129


—

Consumer secured by 1st deeds of trust - AQR substandard
320


320


—

          Subtotal

$30,866



$31,917



$—

With an allowance recorded
 

 

 
Commercial - AQR substandard

$848



$1,352



$14

  Subtotal

$848



$1,352



$14

Commercial - AQR pass

$80



$80



$—

Commercial - AQR special mention
2,009

 
2,009

 
—

Commercial - AQR substandard
22,100


23,655


14

Real estate term owner-occupied - AQR substandard
5,253


5,253


—

Real estate term non-owner occupied - AQR pass
295


295


—

Real estate term non-owner occupied - AQR substandard
465


465


—

Real estate term other - AQR pass
486


486


—

Real estate term other - AQR substandard
577


577


—

Consumer secured by 1st deeds of trust - AQR pass
129


129


—

Consumer secured by 1st deeds of trust - AQR substandard
320


320


—

  Total

$31,714



$33,269



$14


83


(In Thousands)
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance
December 31, 2017
 

 

 
With no related allowance recorded
 

 

 
Commercial - AQR special mention

$2,153



$2,153



$—

Commercial - AQR substandard
16,671


17,742


—

Real estate term owner occupied - AQR substandard
2,862


2,862


—

Real estate term non-owner occupied - AQR pass
303


303


—

Real estate term non-owner occupied - AQR special mention
89


89


—

Real estate term non-owner occupied - AQR substandard
482


482


—

Real estate term other - AQR pass
559


559


—

Consumer secured by 1st deeds of trust - AQR pass
136


136


—

Consumer secured by 1st deeds of trust - AQR substandard
724


809


—

  Subtotal

$23,979



$25,135



$—

With an allowance recorded
 

 

 
Commercial - AQR substandard

$7,988



$7,988



$966

         Subtotal

$7,988



$7,988



$966

Commercial - AQR special mention

$2,153



$2,153



$—

Commercial - AQR substandard
24,659


25,730


966

Real estate term owner-occupied - AQR substandard
2,862


2,862


—

Real estate term non-owner occupied - AQR pass
303


303


—

Real estate term non-owner occupied - AQR special mention
89


89


—

Real estate term non-owner occupied - AQR substandard
482


482


—

Real estate term other - AQR pass
559


559


—

Consumer secured by 1st deeds of trust - AQR pass
136


136


—

Consumer secured by 1st deeds of trust - AQR substandard
724


809


—

  Total

$31,967



$33,123



$966


The unpaid principal balance included in the table above represents the recorded investment at the dates indicated, plus amounts charged-off for book purposes. 

84


The following table summarizes our average recorded investment and interest income recognized on impaired loans for years ended December 31, 2018 and 2017, respectively:
Year Ended December 31,
2018
 
2017
(In Thousands)
Average Recorded Investment
Interest Income Recognized
Average Recorded Investment
Interest Income Recognized
With no related allowance recorded

 

 

 

     Commercial - AQR pass

$21

 

$2

 

$—

 

$—

     Commercial - AQR special mention
2,146

 
128

 
582

 
1

     Commercial - AQR substandard
24,548

 
381

 
19,521

 
487

     Real estate term owner occupied - AQR pass
—

 
—

 
62

 
5

     Real estate term owner occupied - AQR special mention
155

 
—

 
—

 
—

     Real estate term owner occupied - AQR substandard
3,813

 
201

 
5,402

 
286

     Real estate term non-owner occupied - AQR pass
265

 
24

 
354

 
43

     Real estate term non-owner occupied - AQR special mention
22

 
2

 
23

 
2

     Real estate term non-owner occupied - AQR substandard
381

 
30

 
611

 
45

     Real estate term other - AQR pass
421


36


595


42

     Real estate term other - AQR substandard
176

 
—

 
487

 
34

     Consumer secured by 1st deeds of trust - AQR pass
135

 
13

 
35

 
3

     Consumer secured by 1st deeds of trust - AQR special mention
—

 
—

 
105

 
10

     Consumer secured by 1st deeds of trust - AQR substandard
175

 
10

 
561

 
17

     Consumer other - AQR substandard
—

 
—

 
13

 
1

         Subtotal

$32,258

 

$827

 

$28,351

 

$976

With an allowance recorded

 

 

 

     Commercial - AQR special mention

$—

 

$—

 

$525

 

$3

     Commercial - AQR substandard
2,323

 
20

 
8,019

 
4

     Commercial - AQR doubtful
14

 
—

 
—

 
—

     Consumer secured by 1st deeds of trust - AQR substandard
94

 
—

 
—

 
—

         Subtotal

$2,431

 

$20

 

$8,544

 

$7


85


Total
 
 
 
 
 

     Commercial - AQR pass

$21

 

$2

 

$—


$—

     Commercial - AQR special mention
2,146

 
128

 
1,107

4

     Commercial - AQR substandard
26,871

 
401

 
27,540

491

     Commercial - AQR doubtful
14

 
—

 
—

—

     Real estate term owner-occupied - AQR pass
—

 
—

 
62

5

     Real estate term owner-occupied - AQR special mention
155

 
—

 
—

—

     Real estate term owner-occupied - AQR substandard
3,813

 
201

 
5,402

286

     Real estate term non-owner occupied - AQR pass
265

 
24

 
354

43

     Real estate term non-owner occupied - AQR special mention
22

 
2

 
23

2

     Real estate term non-owner occupied - AQR substandard
381

 
30

 
611

45

     Real estate term other - AQR pass
421


36


595

42

     Real estate term other - AQR substandard
176

 
—

 
487

34

     Consumer secured by 1st deeds of trust - AQR pass
135

 
13

 
35

3

     Consumer secured by 1st deeds of trust - AQR special mention
—

 
—

 
105

10

     Consumer secured by 1st deeds of trust - AQR substandard
269

 
10

 
561

17

     Consumer other - AQR substandard
—

 
—

 
13

1

         Total Impaired Loans

$34,689

 

$847

 

$36,895


$983

The average recorded investment was $42.6 million, and interest income recognized on impaired loans was $2.4 million for the year ended December 31, 2016.    
Purchased Credit Impaired Loans
The Company acquired eighteen purchased credit impaired loans from Alaska Pacific on April 1, 2014 subject to the requirements of FASB ASC 310-30 Loans and Debt Securities Acquired with Deteriorated Credit Quality. This group of loans consists primarily of commercial and commercial real estate loans, and unlike a pool of consumer mortgages, it is not practicable for the Company to analyze the accretable yield of these loans. As such, the Company has elected the cost recovery method of income recognition for these loans, and thus no accretable difference has been identified for these loans. At the acquisition date, April 1, 2014, the fair value of this group of loans was $3.9 million. The carrying value of these loans as of December 31, 2018 and 2017 were $235,000 and $923,000, respectively.        
Troubled Debt Restructurings
Loans classified as troubled debt restructurings (“TDR”) totaled $14.8 million and $23.8 million at December 31, 2018 and December 31, 2017, respectively.  A troubled debt restructuring is a loan to a borrower that is experiencing financial difficulty that has been modified from its original terms and conditions in such a way that the Company is granting the borrower a concession of some kind.  The Company has granted a variety of concessions to borrowers in the form of loan modifications.  The modifications granted can generally be described in the following categories:
Rate Modification:  A modification in which the interest rate is changed.
Term Modification:  A modification in which the maturity date, timing of payments, or frequency of payments is changed.
Payment Modification:  A modification in which the dollar amount of the payment is changed, or in which a loan is converted to interest only payments for a period of time is included in this category.
Combination Modification:  Any other type of modification, including the use of multiple categories above. 
AQR pass graded loans included above in the impaired loan data are loans classified as TDRs.  By definition, TDRs are considered impaired loans.  All of the Company’s TDRs are included in impaired loans.

86


The following table identifies the portion of TDR balances as of December 31, 2018 that were restructured during 2018:
 
Accrual Status

Nonaccrual Status

Total Modifications
(In Thousands)


New Troubled Debt Restructurings
 

 

 
Commercial - AQR substandard

$—



$1,166



$1,166

Real estate owner occupied - AQR substandard
227


1,694


1,921

Subtotal

$227



$2,860



$3,087

Existing Troubled Debt Restructurings
3,186


8,558


11,744

Total

$3,413



$11,418



$14,831


The following table provides additional information about loans that were restructured in 2018 and 2017:
 
December 31, 2018
(In Thousands)
Number of Contracts

Rate Modification

Term Modification

Payment Modification

Combination Modification

Total Modifications
Pre-Modification Outstanding Recorded Investment:

 
Commercial - AQR substandard
4


$—



$—



$2,704



$—



$2,704

Real estate term owner occupied - AQR substandard
3

—


—


1,921


—


1,921

Total
7


$—



$—



$4,625



$—



$4,625

Post-Modification Outstanding Recorded Investment:
 
 
Commercial - AQR substandard
4


$—



$—



$1,166



$—



$1,166

Real estate term owner occupied - AQR substandard
3

—


—


1,921


—


1,921

Total
7


$—



$—



$3,087



$—



$3,087


 
December 31, 2017
(In Thousands)
Number of Contracts

Rate Modification

Term Modification

Payment Modification

Combination Modification

Total Modifications
Pre-Modification Outstanding Recorded Investment:

 
Commercial - AQR special mention
1


$—



$2,078



$—



$—



$2,078

Commercial - AQR substandard
2

—


10,665


210


—


10,875

Total
3


$—



$12,743



$210



$—



$12,953

Post-Modification Outstanding Recorded Investment:
 
 
Commercial - AQR special mention
1


$—



$2,059



$—



$—



$2,059

Commercial - AQR substandard
2

—


8,349


202


—


8,551

Total
3


$—



$10,408



$202



$—



$10,610



The Company had no commitments to extend additional credit to borrowers owing receivables whose terms have been modified in troubled debt restructurings at December 31, 2018.  There were $1.3 million of charge-offs in 2018 on loans that were later classified as a TDR, and there were $731,000 of charge-offs in 2017 on loans that were later classified as a TDR in 2017.
All TDRs are also classified as impaired loans and are included in the loans individually evaluated for impairment in the calculation of the Allowance. There was one TDR with specific impairment at December 31, 2018 and two at December 31, 2017, respectively.

87


There were no loans that were restructured during 2017, and 2016, respectively, that also subsequently defaulted within the first twelve months of restructure in those same periods. The following table presents TDRs that occurred during 2018 that subsequently defaulted during the twelve-months ended December 31, 2018:
 
 
 
December 31, 2018
 
Number of Contracts
 
Recorded Investment
(In  Thousands)
 
Troubled Debt Restructurings that Subsequently Defaulted:
 
 
 
Commercial - AQR substandard
4
 
$1,166
Real estate term owner occupied - AQR substandard
2
 
1,694

Total
6
 
$2,860

Loans to Related Parties
Certain directors, and companies of which directors are principal owners, have loans and other transactions such as architectural fees with the Company.  Such transactions are made on substantially the same terms, including interest rates and collateral required, as those prevailing for similar transactions of unrelated parties.  An analysis of the loan transactions for the years indicated follows:
(In Thousands)
2018

2017
 
2016
Balance, beginning of the year

$—



$90

 

$117

Loans made
—


—

 
—

Repayments
—


90

 
27

Balance, end of year

$—



$—

 

$90

 
The Company had $15,000 of unfunded loan commitments to these directors or their related interests on December 31, 2018 and 2017.
Pledged Loans
At December 31, 2018 and 2017, there were no loans pledged as collateral to secure public deposits.


88


NOTE 7 - Allowance for Loan Losses
The following table details activity in the Allowance for the periods indicated:
(In Thousands)
Commercial
Real estate construction one-to-four family
Real estate construction other
Real estate term owner occupied
Real estate term non-owner occupied
Real estate term other
Consumer secured by 1st deed of trust
Consumer other
Unallocated
Total
2018
 
 
 
 
 
 
 
 

 
 

Balance, beginning of period

$6,172


$629


$1,566


$2,194


$6,043


$725


$315


$307


$3,510


$21,461

Charge-Offs
(1,716
)
—

—

—

—

(28
)
(143
)
(39
)
—

(1,926
)
Recoveries
442

—

—

—

—

3

12

27

—

484

Provision (benefit)
762

46

(291
)
(167
)
(244
)
16

122

131

(875
)
(500
)
Balance, end of period

$5,660


$675


$1,275


$2,027


$5,799


$716


$306


$426


$2,635


$19,519

Balance, end of period:
 

 

 

 

 

 

 

 

 

Individually evaluated
 

 

 

 

 

 

 

 

 

for impairment

$14


$—


$—


$—


$—


$—


$—


$—


$—


$14

Balance, end of period:
 

 

 

 

 

 

 

 

 

Collectively evaluated
 

 

 

 

 

 

 

 

 

for impairment

$5,646


$675


$1,275


$2,027


$5,799


$716


$306


$426


$2,635


$19,505

2017
 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$5,535


$550


$1,465


$2,358


$6,853


$819


$313


$408


$1,396


$19,697

Charge-Offs
(1,611
)
—

—

—

—

(5
)
(85
)
(43
)
—

(1,744
)
Recoveries
293

—



—

—

2

2

11

—

308

Provision (benefit)
1,955

79

101

(164
)
(810
)
(91
)
85

(69
)
2,114

3,200

Balance, end of period

$6,172


$629


$1,566


$2,194


$6,043


$725


$315


$307


$3,510


$21,461

Balance, end of period:
 

 

 

 

 

 

 

 

 

Individually evaluated
 

 

 

 

 

 

 

 

 

for impairment

$966


$—


$—


$—


$—


$—


$—


$—


$—


$966

Balance, end of period:
 

 

 

 

 

 

 

 

 

Collectively evaluated
 

 

 

 

 

 

 

 

 

for impairment

$5,206


$629


$1,566


$2,194


$6,043


$725


$315


$307


$3,510


$20,495

2016
 

 
 
 
 
 
 
 
 
 
Balance, beginning of period

$5,906


$854


$1,439


$1,657


$5,515


$628


$264


$397


$1,493


$18,153

Charge-Offs
(903
)
(535
)
—

—

—

—

(36
)
(8
)
—

(1,482
)
Recoveries
699

—

—

—

—

—

—

29

—

728

Provision (benefit)
(167
)
231

26

701

1,338

191

85

(10
)
(97
)
2,298

Balance, end of period

$5,535


$550


$1,465


$2,358


$6,853


$819


$313


$408


$1,396


$19,697

Balance, end of period:
 

 

 

 

 

 

 

 

 

Individually evaluated
 

 

 

 

 

 

 

 

 

for impairment

$614


$—


$—


$—


$—


$—


$—


$—


$—


$614

Balance, end of period:
 

 

 

 

 

 

 

 

 

Collectively evaluated
 

 

 

 

 

 

 

 

 

for impairment

$4,921


$550


$1,465


$2,358


$6,853


$819


$313


$408


$1,396


$19,083

    

89


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

Real estate construction one-to-four family

Real estate construction other

Real estate term owner occupied

Real estate term non-owner occupied

Real estate term other

Consumer secured by 1st deed of trust

Consumer other

Total
December 31, 2018
 

 

 

 

 

 

 

 

 
Balance, end of period

$341,091

 

$36,828

 

$71,658

 

$125,795

 

$324,198

 

$41,746

 

$19,234

 

$23,796



$984,346

Balance, end of period:
 

 

 

 

 

 

 

 

 
Individually evaluated
 

 

 

 

 

 

 

 

 
for impairment

$24,189



$—



$—



$5,253



$760



$1,063



$449



$—



$31,714

Balance, end of period:
 

 

 

 

 

 

 

 

 
Collectively evaluated
 

 

 

 

 

 

 

 

 
for impairment

$316,902



$36,828



$71,658



$120,542



$323,438



$40,683



$18,785



$23,796



$952,632

December 31, 2017
 

 

 

 

 

 

 

 

 
Balance, end of period

$312,254

 

$30,955

 

$79,784

 

$131,389

 

$317,808

 

$40,101

 

$22,625

 

$20,037



$954,953

Balance, end of period:
 

 

 

 

 

 

 

 

 
Individually evaluated
 

 

 

 

 

 

 

 

 
for impairment

$26,812



$—



$—



$2,862



$874



$559



$860



$—



$31,967

Balance, end of period:
 

 

 

 

 

 

 

 

 
Collectively evaluated
 

 

 

 

 

 

 

 

 
for impairment

$285,442



$30,955



$79,784



$128,527



$316,934



$39,542



$21,765



$20,037



$922,986

    
The following represents the balance of the Allowance for the periods indicated segregated by segment and class:
(In Thousands)
Total
Commercial
Real estate construction 1-4 family
Real estate construction other
Real estate term owner occupied
Real estate term non-owner occupied
Real estate term other
Consumer secured by 1st deeds of trust
Consumer other
Unallocated
December 31, 2018
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 
 
 
 
 
 
 
 
 
AQR Substandard

$14


$14


$—


$—


$—


$—


$—


$—


$—


$—

Collectively evaluated for impairment:
 

 

 

 

 

 

 

 

 

AQR Pass
16,005

5,522

615

1,275

1,958

5,236

683

303

413

—

AQR Special Mention
828

121

60

—

69

563

12

3

—

—

AQR Substandard
37

3

—

—

—

—

21

—

13

—

Unallocated
2,635

—

—

—

—

—

—

—

—

2,635

 

$19,519


$5,660


$675


$1,275


$2,027


$5,799


$716


$306


$426


$2,635

December 31, 2017
 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment:
 

 

 

 

 

 

 

 

 

AQR Substandard

$966


$966


$—


$—


$—


$—


$—


$—


$—


$—

Collectively evaluated for impairment:
 

 

 

 

 

 

 

 

 

AQR Pass
16,453

5,079

629

1,566

2,154

5,680

725

315

305

—

AQR Special Mention
524

120

—

—

40

363

—

—

1

—

AQR Substandard
8

7

—

—

—

—

—

—

1

—

Unallocated
3,510

—

—

—

—

—

—

—

—

3,510

 

$21,461


$6,172


$629


$1,566


$2,194


$6,043


$725


$315


$307


$3,510




90


NOTE 8 - Purchased Receivables
We purchase accounts receivable from our business customers and provide them with short-term working capital.  We provide this service to our customers in Alaska and in Washington and the greater west coast through NFS.  Our purchased receivable activity is guided by policies that outline risk management, documentation, and approval limits.  The policies are reviewed and approved annually by the Board of Directors.
Purchased receivables are carried at their principal amount outstanding, net of a reserve for anticipated losses that have not yet been identified, and have a maturity of less than one year.  Purchased receivable balances are charged against this reserve when management believes that collection of principal is unlikely.  Management evaluates the adequacy of the reserve for purchased receivable losses based on historical loss experience by segment and class of receivable and its assessment of current economic conditions.  As of December 31, 2018, the Company has one segment and class of purchased receivables.  There are no purchased receivables past due at December 31, 2018 or 2017, and there were no restructured purchased receivables in 2018, 2017, or 2016.
Income on purchased receivables is accrued and recognized on the balance outstanding using an effective interest method, except when management believes doubt exists as to the collectability of the income or principal.  As of December 31, 2018, the Company is accruing income on all purchased receivable balances outstanding.
The following table summarizes the components of net purchased receivables at December 31, for the years indicated:
(In Thousands)
2018

2017
Purchased receivables

$14,596



$22,431

Reserve for purchased receivable losses
(190
)

(200
)
Total

$14,406



$22,231

    
The following table sets forth information regarding changes in the purchased receivable reserve for the periods indicated: 
(In Thousands)
2018
2017
2016
Balance at beginning of year

$200


$171


$181

Reserve for (recovery from) purchased receivables
(10
)
29

(10
)
Balance at end of year

$190


$200


$171


The Company recorded no charge-offs of purchased receivables in 2018, 2017, or 2016.

NOTE 9 - Other Real Estate Owned
At December 31, 2018 and 2017, the Company held $8.0 million and $8.7 million, respectively, as OREO.  The following table details net operating expense related to OREO for the years indicated:
 
Years Ended December 31,
(In Thousands)
2018
2017
2016
OREO (income) expense, net rental income and gains on sale:
 
 
 
OREO operating expense

$802


$420


$304

Impairment on OREO
—

904

187

Rental income on OREO
(541
)
(116
)
(98
)
Gains on sale of OREO
(3
)
(371
)
(295
)
     Total

$258


$837


$98


91



NOTE 10 - Premises and Equipment
The following summarizes the components of premises and equipment at December 31 for the years indicated:
(In Thousands)
Useful Life

2018

2017
Land
 


$5,137



$2,562

Furniture and equipment
3-7 years

10,917


8,323

Tenant improvements
2-15 years

8,268


8,323

Buildings
39 years

35,626


38,114

Total Premises and Equipment
 

59,948


57,322

Accumulated depreciation and amortization
 

(20,858
)

(19,455
)
Total Premises and Equipment, Net
 


$39,090



$37,867

 
Depreciation expense and amortization of leasehold improvements was $2.3 million, $2.9 million, and $2.4 million for the years ended December 31, 2018, 2017, and 2016, respectively.
Related Party Transactions: The Company made $49,000 in payments to related parties for design consultation for Bank branches for the year ended December 31, 2018 and no payments to related parties in 2017 or 2016.

NOTE 11 - Servicing Rights
Mortgage servicing rights
The following table details the activity in the Company's mortgage servicing rights ("MSR") for the year indicated:
(In Thousands)
2018
2017
2016
 
 
 
 
Balance, beginning of period

$7,305


$4,157


$1,654

Additions for new MSR capitalized
3,641

3,146

3,029

Changes in fair value:
 
 
 
  Due to changes in model inputs of assumptions (1)
591

551

(214
)
  Other (2)
(716
)
(549
)
(312
)
Carrying value, December 31

$10,821


$7,305


$4,157


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

The following table details information related to our serviced mortgage loan portfolio as of December 31, 2018 and 2017:

(In Thousands)
December 31, 2018
December 31, 2017
 
 
 
Balance of mortgage loans serviced for others

$557,583


$406,291

MSR as a percentage of serviced loans
1.94
%
1.80
%

The Company recognized servicing fees of $1.9 million, $1.3 million, and $675,000 during 2018, 2017, and 2016, respectively, which includes revenues recognized at capitalization of new mortgage servicing rights, late fees, and ancillary fees as a component of other noninterest income in the Company's Consolidated Statements of Income.

92



The following table outlines the key assumptions used in measuring the fair value of mortgage servicing rights as of December 31, 2018 and 2017:

 
2018

2017

 
 
 
Average constant prepayment rate
7.70
%
9.00
%
Average discount rate
9.94
%
9.45
%

Key economic assumptions and the sensitivity of the current fair value for MSR to immediate adverse changes in those assumptions at December 31, 2018 and 2017 were as follows:

(In Thousands)
 
December 31, 2018
December 31, 2017
Aggregate portfolio principal balance
 

$557,583


$406,291

Weighted average rate of note
 
3.91
%
3.77
%
 
 
 
 
December 31, 2018
Base
1.0% Adverse Rate Change
2.0% Adverse Rate Change
Conditional prepayment rate
7.70
%
19.35
%
20.95
%
Discount rate
9.94
%
8.94
%
7.94
%
Fair value MSR

$10,821


$7,115


$6,829

Percentage of MSR
1.94
%
1.28
%
1.22
%
 
 
 
 
December 31, 2017
 
 
 
Conditional prepayment rate
9.00
%
23.33
%
25.25
%
Discount rate
9.45
%
8.45
%
7.45
%
Fair value MSR

$7,305


$4,343


$4,109

Percentage of MSR
1.80
%
1.07
%
1.01
%

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

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

Commercial servicing rights
The Company recorded a commercial servicing right asset ("CSR") for the first time in 2018. Refer to the "Error Corrections" section in footnote 1 of the Notes to the Consolidated Financial Statements for additional information regarding this adjustment. The CSR has a carrying value of $1.0 million at December 31, 2018, and total commercial loans serviced for others were $239.5 million at December 31, 2018. Key assumptions used in measuring the fair value of CSRs as of December 31, 2018 include a conditional prepayment rate of 12.72% and a discount rate of 11.49%.

93



NOTE 12 - Goodwill and Intangible Assets
A summary of goodwill and intangible assets at December 31, 2018 and 2017, is as follows:
(In Thousands)
2018

2017
Intangible assets:
 


 

Goodwill

$15,017



$15,017

Core deposit intangible
187


257

Trade name intangible
950

 
950

Total

$16,154



$16,224


Goodwill and Other Intangible Assets: Goodwill as of December 31, 2018 and 2017 includes $6.9 million related to the Company's acquisition of branch locations from Bank of America in 1998. In 2007, the Company recorded $1.8 million of goodwill and $1.3 million of core deposit intangible ("CDI") as part of the acquisition of Alaska First Bank & Trust, N.A. (“Alaska First”) stock.  The Company amortized the CDI related to the Alaska First acquisition over its estimated useful life.  On April 1, 2014, the Company recorded $623,000 of CDI as part of the acquisition of Alaska Pacific. The Company is amortizing the CDI related to the Alaska Pacific acquisition over its estimated useful life of ten years using an accelerated method. Accumulated amortization related to the Alaska Pacific CDI was $435,000, $365,000 and $283,000 at December 31, 2018, 2017, and 2016, respectively. Lastly, on December 1, 2014 the Company recorded goodwill and a trade name intangible as part of the acquisition of RML. As of December 31, 2018 and 2017, the Company has $7.5 million of goodwill and $950,000 of trade name intangible recorded related to this transaction. Refer to Note 1 for discussion of the change in the balance of goodwill in 2016 related to this acquisition. These assets have indefinite useful lives and are not amortized.
The Company performed its annual goodwill impairment testing at December 31, 2018 and 2017 in accordance with the policy described in Note 1 to the financial statements. At December 31, 2018, the Company performed its annual impairment test using a qualitative assessment. Significant positive inputs to the qualitative assessment included the Company’s increasing net income as compared to historical trends, the Company's stable budget-to-actual results of operations; results of regulatory examinations; peer comparisons of the Company's net interest margin; trends in the Company’s cash flows; and improvements in the Alaskan economy in 2018. Significant negative inputs to the qualitative assessment included the recent decline in oil prices and in the company's stock price, as well as the decline in the volume of mortgage originations in Alaska and the decrease in net income in the Company's Home Mortgage Lending segment. For the Community Banking segment, we believe that the positive inputs to the qualitative assessment noted above outweigh the negative inputs, and we therefore concluded that it is more likely than not that the fair value of the Company exceeds its carrying value at December 31, 2018 and that no potential impairment existed at that time. After review of these qualitative inputs, the Company determined that performing a quantitative goodwill impairment test for the Home Mortgage Lending segment as of December 31, 2018 was appropriate. The Company estimated the fair value of the Home Mortgage Lending segment using a discounted cash flow approach. We then compared the estimated fair value of the Home Mortgage Lending segment to the carrying value as of December 31, 2018 and concluded that no potential impairment existed at that time.
The Company recorded amortization expense of its intangible assets of $70,000, $100,000, and $135,000 for the years ended December 31, 2018, 2017, and 2016, respectively.  Accumulated amortization for intangible assets was $7.0 million and $6.9 million at December 31, 2018 and 2017, respectively. 
The future amortization expense required on these assets is as follows:
(In Thousands)
 
2019

$60

2020
48

2021
37

2022
25

2023
14

Thereafter
3

Total

$187


94


 

NOTE 13 - Other Assets
A summary of other assets as of December 31, 2018 and 2017, is as follows:
(In Thousands)
2018
 
2017
Other assets:
 

 
 

Investment in Low Income Housing Partnerships

$19,243

 

$21,908

Deferred taxes, net
3,246

 
6,260

Taxes receivable
8,188

 
5,331

Bank owned life insurance
6,272

 
5,313

Software
4,888

 
5,270

Accrued interest receivable
4,817

 
4,385

Investment in equity method investments
2,259

 
3,878

Prepaid expenses
1,902

 
1,269

Repossessed assets
1,242

 
—

Commercial servicing rights
1,030

 
—

Interest rate lock commitments
978

 
873

Interest rate swaps designated as hedging instruments
607

 
184

Other assets
1,832

 
1,470

Total

$56,504

 

$56,141

Equity Method Investments: The Company applies the equity method of accounting for the following related entities:
•
The Company owns a 24% interest in PWA, an investment advisory, trust, and wealth management business located in Seattle, Washington.     
•
The Company owns a 30% interest in Homestate Mortgage Company, LLC, a mortgage origination business located in Anchorage, Alaska.
Low Income Housing Partnerships: The following table shows the Company's commitments to invest in various low income housing tax credit partnerships. The Company earns a return on its investments in the form of tax credits and deductions that flow through to it as a limited partner in these partnerships.  The Company recognized amortization expense of $2.7 million, $2.3 million, and $2.9 million in 2018, 2017, and 2016, respectively.  The Company expects to fund its remaining $1.2 million in commitments on these investments through 2030.
(In Thousands)
Date of original commitment
Years over which tax credits are earned
Original commitment amount
Less: life to date contributions
Remaining commitment amount
R4 - MVV
May 2014
17

$8,528


($8,248
)

$280

R4 - Coronado
March 2013
17
10,729

(10,188
)
541

R4 - PJ33
June 2016
17
6,835

(6,442
)
393

WNC
December 2012
16
2,500

(2,500
)
—

USA 57
December 2006
15
3,000

(3,000
)
—

Centerline XXXIII
September 2006
18
3,000

(3,000
)
—

Centerline XXII
January 2003
18
3,000

(3,000
)
—

Total



$37,592


($36,378
)

$1,214


95



NOTE 14 - Deposits
Deposits: At December 31, 2018, the scheduled maturities of certificates of deposit are as follows:
(In Thousands)
2019

$57,451

2020
47,071

2021
5,458

2022
710

2023
784

Thereafter
1,799

Total

$113,273

 
The Company is a member of the Certificate of Deposit Account Registry System (“CDARS”) which is a network of over 3,000 banks throughout the United States.  The CDARS system was founded in 2003 and allows participating banks to exchange FDIC insurance coverage so that 100% of the balance of their customers’ certificates of deposit are fully subject to FDIC insurance.  The system also allows for investment of banks’ own investment dollars in the form of domestic certificates of deposit.  The Company had no CDARS certificates of deposits at December 31, 2018 or 2017.
At December 31, 2018 and 2017, the Company did not hold any certificates of deposit from a public entity collateralized by letters of credit issued by the FHLB.  At December 31, 2018 and 2017, the Company did not have any securities pledged to collateralize certificates of deposit from a public entity.
At December 31, 2018 and 2017, the Company held $2.7 million and $2.5 million, in deposits for related parties, including directors, executive officers, and their affiliates.
Interest expense:     Interest expense on deposits is presented below:
(In Thousands)
2018
 
2017
 
2016
Interest-bearing demand accounts

$8

 

$21

 

$67

Money market accounts
855

 
472

 
418

Savings accounts
744

 
520

 
489

Certificates of deposit $250,000 and greater
472

 
480

 
614

Certificates of deposit less than $250,000
228

 
214

 
282

Total

$2,307

 

$1,707

 

$1,870


96



NOTE 15 - Borrowings
The Company has a maximum line of credit with the FHLB approximating 45% of eligible assets.  FHLB advances are subject to collateral criteria that require the Company to pledge assets under a blanket pledge arrangement as collateral for its borrowings from the FHLB.  Based on assets currently pledged and advances currently outstanding at December 31, 2018, the Company's available borrowing line is $139.3 million, representing approximately 10% of total assets. Additional advances of up to 45% of eligible assets, or $667.8 million, are dependent on the availability of acceptable collateral such as marketable securities or real estate loans, although all FHLB advances are secured by a blanket pledge of the Company’s assets.  The Company has outstanding FHLB advances of $7.2 million and $7.4 million as of December 31, 2018 and 2017, respectively, which were originated to match fund low income housing projects that qualify for long-term fixed interest rates. The first advance was a $2.2 million FHLB Community Investment Program advance which was originated on March 22, 2013. It has an 18 year term with a 30 year amortization period, which mirrors the term of the term real estate loan made to the borrower, and a fixed rate of 3.12%. The second advance was a $2.3 million FHLB Community Investment Cash Advance Program advance that was originated in the second quarter of 2016. This advance has a 20 year term with a 30 year amortization period, which mirrors the term of the loan made to the borrower, and a fixed interest rate of 2.61%. The last advance was a $3.1 million FHLB Community Investment Cash Advance Program advance that was originated in the third quarter of 2017. This advance has a 20 year term with a 30 year amortization period and a fixed interest rate of 3.25%, which mirrors the term of the loan made to the borrower. All of these FHLB advances are included in borrowings.
The Federal Reserve Bank is holding $78.6 million of loans as collateral to secure available borrowing lines through the discount window of $48.9 million at December 31, 2018.  There were no discount window advances outstanding at December 31, 2018 and 2017.  The Company paid less than $1,000 in interest in 2018 and 2017 on this agreement.
The Company is subject to provisions under the laws in the State of Alaska which, subject to certain exceptions, limit the amount of the Bank's outstanding debt to 15% of total assets or $222.6 million and $225.8 million at December 31, 2018 and 2017, respectively.
Securities sold under agreements to repurchase were $34.3 million and $27.7 million, respectively, for December 31, 2018 and 2017.  The Company was paying an average rate of 0.17% and 0.14% on these agreements at December 31, 2018 and 2017, respectively.  The average balance outstanding of securities sold under agreement to repurchase during 2018 and 2017 was $29.9 million and $29.0 million, respectively, and the maximum outstanding at any month-end was $36.5 million and $32.6 million, respectively, during the same time periods.  The securities sold under agreement to repurchase are held by the FHLB under the Company’s control.    
The future principal payments that are required on the Company’s borrowings as of December 31, 2018, are as follows:
(In Thousands)
2019

$34,445

2020
173

2021
178

2022
184

2023
189

Thereafter
6,350

Total

$41,519

    
The Company recognized interest expense of $273,000, $207,000, and $157,000 on borrowings and securities sold under repurchase agreements in 2018, 2017, and 2016, respectively. The average interest rates paid on long-term debt in the same periods was 3.39%, 3.23%, and 2.82%, respectively.

97



NOTE 16 - Junior Subordinated Debentures
In May of 2003, the Company formed a wholly-owned Delaware statutory business trust subsidiary, Northrim Capital Trust 1 (the “Trust”), which issued $8 million of guaranteed undivided beneficial interests in the Company’s Junior Subordinated Deferrable Interest Debentures (“Trust Preferred Securities”).  These debentures qualified as Tier 1 capital under Federal Reserve Board guidelines.  All of the common securities of the Trust were owned by the Company.  The proceeds from the issuance of the common securities and the Trust Preferred Securities were used by the Trust to purchase $8.2 million of junior subordinated debentures of the Company.  The Trust was not consolidated in the Company’s financial statements in accordance with GAAP; therefore, the Company recorded its investment in the Trust as another asset and the subordinated debentures as a liability.  The debentures, which represent the sole asset of the Trust, accrued and paid distributions quarterly at a variable rate of 90-day LIBOR plus 3.15% per annum, adjusted quarterly, of the stated liquidation value of $1,000 per capital security.  The interest cost to the Company on these debentures was zero, $219,000, and $319,000 in 2018, 2017, and 2016, respectively.  The Company entered into contractual arrangements which, taken collectively, fully and unconditionally guaranteed payment of: (i) accrued and unpaid distributions required to be paid on the Trust Preferred Securities; (ii) the redemption price with respect to any Trust Preferred Securities called for redemption by the Trust; and (iii) payments due upon a voluntary or involuntary dissolution, winding up or liquidation of the Trust.  The Trust Preferred Securities were mandatorily redeemable upon maturity of the debentures on May 15, 2033, or upon earlier redemption as provided in the indenture.  The Company redeemed the debentures purchased by the Trust in whole, on August 15, 2017.  As specified in the indenture, the redemption price was the principal amount and all accrued but unpaid interest. 
In December of 2005, the Company formed a wholly-owned Connecticut statutory business trust subsidiary, Northrim Statutory Trust 2 (the “Trust 2”), which issued $10 million of guaranteed undivided beneficial interests in the Company’s Junior Subordinated Deferrable Interest Debentures (“Trust Preferred Securities 2”).  These debentures qualify as Tier 1 capital under Federal Reserve Board guidelines.  All of the common securities of Trust 2 are owned by the Company.  The proceeds from the issuance of the common securities and the Trust Preferred Securities 2 were used by Trust 2 to purchase $10.3 million of junior subordinated debentures of the Company.  Trust 2 is not consolidated in the Company’s financial statements in accordance with GAAP; therefore, the Company has recorded its investment in Trust 2 as an other asset and the subordinated debentures as a liability.  The debentures, which represent the sole asset of Trust 2, accrue and pay distributions quarterly at a variable rate of 90-day LIBOR plus 1.37% per annum, adjusted quarterly, of the stated liquidation value of $1,000 per capital security.  The interest rate on these debentures was 4.16% at December 31, 2018.  The interest cost to the Company on these debentures was $368,000, $268,000, and $215,000 in 2018, 2017, and 2016, respectively.  The Company has entered into contractual arrangements which, taken collectively, fully and unconditionally guarantee payment of: (i) accrued and unpaid distributions required to be paid on the Trust Preferred Securities 2; (ii) the redemption price with respect to any Trust Preferred Securities 2 called for redemption by Trust 2; and (iii) payments due upon a voluntary or involuntary dissolution, winding up or liquidation of Trust 2.  The Trust Preferred Securities 2 are mandatorily redeemable upon maturity of the debentures on March 15, 2036, or upon earlier redemption as provided in the indenture.  The Company has the right to redeem the debentures purchased by Trust 2 in whole or in part, on or after March 15, 2011.  As specified in the indenture, if the debentures are redeemed prior to maturity, the redemption price will be the principal amount and any accrued but unpaid interest. 

NOTE 17 - Employee Benefit Plans
Employees of Northrim Bank are eligible to participate in the Bank's 401(k) plan. Bank employees may elect to have a portion of their salary contributed to the 401(k) plan in accordance with Section 401(k) of the Internal Revenue Code of 1986. Bank employees may participate in the plan upon date of hire.  Under the plan, each eligible participant may contribute a percentage of their eligible salary to a maximum established by the IRS, and Northrim Bank provides for a mandatory $1.00 match for each $1.00 contributed by an employee up to 5.5% of the employee’s eligible salary.  Northrim Bank may increase the matching contribution at the discretion of the Board of Directors.  
Northrim Bank expensed $1.2 million, $904,000, and $841,000, in 2018, 2017, and 2016, respectively, for 401(k) contributions and included these expenses in "Salaries and other personal expense" in the Consolidated Statements of Income.
Employees of RML may participate in RML's 401(k) plan. Participation in the plan is available to RML employees who have completed three months of service with the Company and have attained the age of 20 1/2. RML expensed $160,000, $164,000, and $190,000 in 2018, 2017, and 2016, respectively, for 401(k) contributions and included this expense in "Salaries and other personal expense" in the Consolidated Statements of Income.

98


On July 1, 1994, Northrim Bank implemented a Supplemental Executive Retirement Plan for executive officers of Northrim Bank whose retirement benefits under the 401(k) plan have been limited under provisions of the Internal Revenue Code. Contributions to this plan totaled $247,000, $264,000, and $299,000, in 2018, 2017, and 2016, respectively.  These expenses are included in "Salaries and other personnel expense" in the Consolidated Statements of Income.  At December 31, 2018 and 2017, the balance of the accrued liability for this plan was included in "Other liabilities" and totaled $2.2 million and $2.3 million, respectively.
RML has established a Supplemental Executive Retirement Plan ("SERP"), under which RML has agreed to make payment to certain key executives, based on contributions made by RML to the plan and a variable rate of return. The SERP's assets primarily consist of the cash surrender value of life insurance policies. Contributions and earnings made to the participant accounts to the SERP are vested over ten years. The Company recorded expenses of $489,000, $600,000, and $673,000 in 2018, 2017, and 2016, respectively. RML's recorded obligation under the SERP amounted to $2.3 million and $3.3 million at December 31, 2018 and 2017, respectively, and was included in "Other liabilities".
In February of 2002, Northrim Bank implemented a non-qualified deferred compensation plan in which certain of the executive officers participate.  Northrim Bank's net liability under this plan is dependent upon market gains and losses on assets held in the plan.  Northrim Bank recognized an increase in its liability of $52,000 in 2018, a decrease in its liability of $140,000 in 2017, and an increase in its liability of $199,000 in 2016.  These changes are included in "Salaries and other personnel expense" in the Consolidated Statements of Income.  At December 31, 2018 and 2017, the balance of the accrued liability for this plan was included in "Other liabilities" and totaled $1.5 million for both years.
In November of 2011, Northrim Bank implemented a Profit Sharing Plan.  Executive officers, in addition to all employees of Northrim Bank who commenced employment prior to the January 1 that precedes or coincides with a performance period, are eligible to participate in payments made from a profit sharing pool calculated in accordance with the provisions of the Profit Sharing Plan.  The aggregate amount to be paid to employees under the Profit Sharing Plan is determined using performance goals that are established by the Compensation Committee of the Board.  If the performance goals are met for the year, the profit sharing pool for the period is calculated based on a formula that is also approved by the Compensation Committee each year.  The Compensation Committee approved management’s recommendation based upon the calculated payout under the Profit Sharing Plan’s methodology resulting in aggregate payouts of $1.3 million, $1.2 million, and $1.1 million for 2018, 2017, and 2016, respectively.  Information concerning the calculation of employee payments under the Profit Sharing Plan is set forth under the heading “Performance Based Annual Payment” in the Company’s definitive proxy statement for the 2019 Annual Shareholders’ Meeting and is incorporated into this report by reference.

NOTE 18 - Commitments and Contingencies
Leases: Rental expense under leases for equipment and premises was $2.9 million, $2.9 million, and $2.8 million in 2018, 2017, and 2016, respectively.  The Company's required minimum rental payments on non-cancelable leases as of December 31, 2018, are as follows:
(In Thousands)
 
2019

$2,668

2020
2,495

2021
2,413

2022
1,983

2023
1,767

Thereafter
8,121

Total

$19,447

 

99


Rental income under leases was $692,000, $532,000 and $424,000 in 2018, 2017, and 2016, respectively.  The Company's future required minimum rental receipts on non-cancelable leases as of December 31, 2018, are as follows:
(In Thousands)
 
2019

$537

2020
293

2021
295

2022
178

Total

$1,303

Employee benefit plans: The Company is self-insured for medical, dental, and vision plan benefits provided to employees.  The Company has obtained stop-loss insurance to limit total medical claims in any one year to $175,000 per covered individual.  The Company has established a liability for outstanding incurred but unreported claims.  While management uses what it believes are pertinent factors in estimating the liability, it is subject to change due to claim experience, type of claims, and rising medical costs.
Legal proceeding: The Company from time to time may be involved with disputes, claims, and litigation related to the conduct of its banking business.  In the opinion of management, the resolution of these matters will not have a material effect on the Company’s financial position, results of operations, or cash flows.
Financial Instruments with Off-Balance Sheet Risk: In the ordinary course of business, the Company enters into various types of transactions that involve financial instruments with off-balance sheet risk.  These instruments include commitments to extend credit and standby letters of credit and are not reflected in the accompanying balance sheets.  These transactions may involve to varying degrees credit and interest rate risk in excess of the amount, if any, recognized in the balance sheets. Certain commitments are collateralized. We apply the same credit standards to these commitments as in all of our lending activities and include these commitments in our lending risk evaluations. Management does not anticipate any loss as a result of these commitments.
The Company’s off-balance sheet credit risk exposure is the contractual amount of commitments to extend credit and standby letters of credit.  The Company applies the same credit standards to these contracts as it uses in its lending process.
(In Thousands)
2018

2017
Off-balance sheet commitments:
 

 
Commitments to extend credit

$260,602



$283,937

Commitments to originate loans held for sale

$44,999

 

$43,602

Standby letters of credit

$3,157



$7,606

     Commitments to extend credit are agreements to lend to customers.  These commitments have specified interest rates and generally have fixed expiration dates but may be terminated by the Company if certain conditions of the contract are violated.  Our exposure to credit loss under commitments to extend credit is represented by the amount of these commitments. Although currently subject to draw down, many of the commitments do not necessarily represent future cash requirements.  Collateral held relating to these commitments varies, but generally includes real estate, inventory, accounts receivable, and equipment.
Mortgage loans sold to investors may be sold with servicing rights released, for which the Company makes only standard legal representations and warranties as to meeting certain underwriting and collateral documentation standards. In the past two years, the Company has had to repurchase one loan due to deficiencies in underwriting or loan documentation and has not realized significant losses related to these loans. Management believes that any liabilities that may result from such recourse provisions are not significant.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Credit risk arises in these transactions from the possibility that a customer may not be able to repay the Company upon default of performance.  Collateral held for standby letters of credit is based on an individual evaluation of each customer’s creditworthiness.

100


Total unfunded commitments were $308.8 million and $335.1 million at December 31, 2018 and 2017, respectively. The Company does not expect that all of these commitments are likely to be fully drawn upon at any one time. The Company has a reserve for losses related to these commitments and letters of credit that is recorded in "Other liabilities" on the Consolidated Balance Sheets. The reserve was $130,000 and $152,000 as of December 31, 2018 and 2017, respectively.
Capital Expenditures and Commitments: At December 31, 2018, the Company has capital commitments related to the planned improvements to the Company’s corporate office building. At December 31, 2018 the Company considers these commitments to be immaterial. There were no other material changes outside of the ordinary course of business to any of our material contractual obligations during 2018.

NOTE 19 - Derivatives
Interest rate swaps related to community banking activities
The Company enters into interest rate swaps with commercial banking customers which are offset with a corresponding swap agreement with a third party financial institution (“counterparty”). The Company has agreements with its counterparties that contain provisions that provide that if the Company fails to maintain its status as a well-capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements. These agreements also require that the Company and the counterparty collateralize any fair value shortfalls that exceed $250,000 with eligible collateral, which includes cash and securities backed with the full faith and credit of the federal government. Similarly, the Company could be required to settle its obligations under the agreement if specific regulatory events occur, such as if the Company were issued a prompt corrective action directive or a cease and desist order, or if certain regulatory ratios fall below specified levels. The Company pledged $296,000 and $300,000 in available for sale securities to collateralize fair value shortfalls on interest rate swap agreements as of December 31, 2018 and 2017, respectively.    
The Company had interest rate swaps with an aggregate notional amount of $16.0 million and $12.5 million at December 31, 2018 and December 31, 2017, respectively. At December 31, 2018, the notional amount of interest rate swaps is made up of three variable to fixed rate swaps to commercial loan customers totaling $8.0 million, and three fixed to variable rate swap with a counterparty totaling $8.0 million. Changes in fair value from these six interest rate swaps offset each other in 2018 and 2017. The Company recognized $84,000 and $26,000 in fee income related to interest rate swaps in 2018 and 2017, respectively, and did not recognize any fee income in 2016. Interest rate swap income is recorded in "Other income" on the Consolidated Statements of Income. None of these interest rate swaps are designated as hedging instruments.
The Company entered into an interest rate swap in the third quarter of 2017 to hedge the variability in cash flows arising out of its junior subordinated debentures, which is floating rate debt, by swapping the cash flows with an interest rate swap which receives floating and pays fixed. The Company has designated this interest rate swap as a hedging instrument. The interest rate swap effectively fixes the Company's interest payments on the $10.0 million of junior subordinated debentures held under Northrim Statutory Trust 2 at 3.72% through its maturity date. The floating rate that the dealer pays is equal to the three month LIBOR plus 1.37%, which reprices quarterly on the payment date. This rate was 4.16% as of December 31, 2018. The Company pledged $400,000 in cash to collateralize initial margin and fair value exposure of our counterparty on this interest rate swap as of December 31, 2018 and 2017. Changes in the fair value of this interest rate swap are reported in other comprehensive income. The unrealized gain on this interest rate swap was $607,000 and $184,000 as of December 31, 2018 and 2017, respectively.
Interest rate swaps related to home mortgage lending activities
The Company also uses derivatives to hedge the risk of changes in the fair values of interest rate lock commitments. The Company enters into commitments to originate residential mortgage loans at specific rates; the value of these commitments are detailed in the table below as "interest rate lock commitments". The Company also hedges the interest rate risk associated with its residential mortgage loan commitments using interest rate swaps, which are referred to as "retail interest rate contracts" in the table below. Market risk with respect to commitments to originate loans arises from changes in the value of contractual positions due to changes in interest rates. At December 31, 2018 and 2017, RML had commitments to originate mortgage loans held for sale totaling $45.0 million and $43.6 million, respectively. Changes in the value of RML's interest rate derivatives are recorded in "Mortgage banking income" on the Consolidated Statements of Income. None of these home mortgage lending derivatives are designated as hedging instruments.

101


The following table presents the fair value of derivatives not designated as hedging instruments at December 31, 2018 and December 31, 2017:
(In Thousands)
Asset Derivatives


 
December 31, 2018

 
December 31, 2017

Balance Sheet Location

Fair Value


Fair Value


 


 

Interest rate swaps
Other assets
 

$246


 

$77

Interest rate lock commitments
Other assets
 
978

 
 
873

Total
 
 

$1,224

 
 

$950

(In Thousands)
Liability Derivatives


 
December 31, 2018

 
December 31, 2017

Balance Sheet Location

Fair Value


Fair Value


 


 

Interest rate swaps
Other liabilities
 

$246


 

$77

Retail interest rate contracts
Other liabilities
 
262

 
 
—

Total
 
 

$508

 
 

$77

The following table presents the income (losses) of derivatives not designated as hedging instruments at December 31, 2018 and December 31, 2017:
(In Thousands)
Income Statement Location
December 31, 2018
 
December 31, 2017
 
 
 
 
 
 
 
Interest rate contracts
Mortgage banking income
 

$257

 
 

($420
)
Interest rate lock commitments
Mortgage banking income
 
105

 
 
(229
)
Total
 
 

$362

 
 

($649
)
Our derivative transactions with counterparties under International Swaps and Derivative Association master agreements that include “right of set-off” provisions. “Right of set-off” provisions are legally enforceable rights to offset recognized amounts and there may be an intention to settle such amounts on a net basis. We do not offset such financial instruments for financial reporting purposes.

102


The following table summarizes the derivatives that have a right of offset as of December 31, 2018 and 2017:
December 31, 2018
 
 
 
Gross amounts not offset in the Statement of Financial Position
 
(In Thousands)
Gross amounts of recognized assets and liabilities
Gross amounts offset in the Statement of Financial Position
Net amounts of assets and liabilities presented in the Statement of Financial Position
Financial Instruments
Collateral Posted
Net Amount
Asset Derivatives
 
 
 
 
 
 
Interest rate swaps
$246

$—

$246

$—


$—

$246
 
 
 
 
 
 
 
Liability Derivatives
 
 
 
 
 
 
Interest rate swaps
$246

$—

$246

$—

$246

$—

 
 
 
 
 
 
 
December 31, 2017
 
 
 
Gross amounts not offset in the Statement of Financial Position
 
(In Thousands)
Gross amounts of recognized assets and liabilities
Gross amounts offset in the Statement of Financial Position
Net amounts of assets and liabilities presented in the Statement of Financial Position
Financial Instruments
Collateral Posted
Net Amount
Asset Derivatives
 
 
 
 
 
 
Interest rate swaps
$77

$—

$77

$—


$—

$77
 
 
 
 
 
 
 
Liability Derivatives
 
 
 
 
 
 
Interest rate swaps
$77

$—

$77

$—


$77


$—


NOTE 20 - Common Stock
Quarterly cash dividends were paid aggregating to $7.1 million, $6.0 million, and $5.4 million, or $1.02 per share, $0.86 per share, and $0.78 per share, in 2018, 2017, and 2016, respectively.  On February 28, 2019, the Board of Directors declared a $0.30 per share cash dividend payable on March 22, 2019, to shareholders of record on March 14, 2019.  Federal and State regulations place certain limitations on the payment of dividends by the Company.
In September 2002, the Company’s Board of Directors approved a plan whereby it would periodically repurchase for cash up to approximately 5% of its shares of common stock in the open market. At December, 31, 2018, there are 153,433 shares available under the stock repurchase program. The Company intends to continue to repurchase its stock from time to time depending upon market conditions. The Company can make no assurances that it will continue this program or that it will repurchase all of the authorized shares.  During 2018 and 2017, 15,468 and 58,341 shares were repurchased, respectively. There were no repurchases in 2016.



103



NOTE 21 - Stock-Based Compensation
The Company adopted the 2017 Stock Option Plan (“2017 Plan”) following shareholder approval of the 2017 Plan at the 2017 Annual Meeting.  Subsequent to the adoption of the 2017 Plan, no additional grants may be issued under the prior plans.  The 2017 Plan provides for grants of up to 350,000 shares, which includes any shares subject to stock awards under the previous stock option plans.
Stock Options:  Under the 2017 Plan and previous plans, certain key employees have been granted the option to purchase set amounts of common stock at the market price on the day the option was granted.  Optionees, at their own discretion, may cover the cost of exercise through the exchange at the then fair value of already owned shares of the Company’s stock.  Options are granted for a 10-year period and vest on a pro-rata basis over the initial three years from the grant date.
The Company measures the fair value of each stock option at the date of grant using the Black-Scholes option pricing model using assumptions noted in the following table.  Expected volatility is based on the historical volatility of the price of the Company’s common stock.  The Company uses historical data to estimate option exercise and stock option forfeiture rates within the valuation model.  The expected term of options granted is determined based on historical experience with similar options and represents the period of time that options granted are expected to be outstanding.  The expected dividend yield is based on dividend trends and the market value of the Company’s common stock at the time of grant.  The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
The following assumptions were used to determine the fair value of stock options as of the grant date to determine compensation expense for the years ended December 31, 2018, 2017, and 2016:
Stock Options:
2018

2017

2016
Grant date fair value

$7.69



$6.70



$6.31

Expected life of options
8 years


8 years


8 years

Risk-free interest rate
3.01
%

2.29
%

2.15
%
Dividend yield rate
2.91
%

2.64
%

2.85
%
Price volatility
23.47
%

23.43
%

27.37
%
    
The following table summarizes stock option activity during 2018: 
 
 Number of Shares

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life, in Years
 


 


Outstanding at January 1, 2018
143,445



$26.79


 
Granted
22,384


37.06


 
Forfeited
—


—


 
Exercised
(17,764
)

21.82


 
Outstanding at December 31, 2018
148,065



$28.94


6.09
 
At December 31, 2018, 2017, and 2016, there were 100,824, 89,561, and 119,898 options exercisable, with weighted average exercise prices of $26.50, $24.48, and $21.55, respectively.    
The aggregate intrinsic value of the stock options is the total pretax intrinsic value (i.e., the difference between the Company’s closing stock price on December 31, 2018 and the exercise price, times the number of shares) that would have been received by the option holders had all the option holders exercised their options on December 31, 2018.  This amount changes based on the fair value of the Company’s stock.  The total intrinsic value of options outstanding and exercisable as of December 31, 2018, 2017, and 2016 was $646,000, $670,000, and $1,170,000, respectively. The total intrinsic value of options exercised for the years ended December 31, 2018, 2017, and 2016 was $383,000, $631,000, and $208,000, respectively.

104


The Company allows stock options to be exercised through cash or cashless transactions. Cashless stock option exercises require a portion of the options exercised to be net settled in satisfaction of the exercise price and applicable tax withholding requirements. In 2018, 2017, and 2016 the Company received cash of $195,000, $69,000, and zero, respectively, for cash stock option exercises. In 2018, 2017, and 2016 the Company net settled $193,000, $954,000, and $847,000 respectively, for cashless stock option exercises.  The Company withheld $227,000, $1.1 million, and $1.1 million to pay for stock option exercises or income taxes that resulted from the exercise of stock options in 2018, 2017, and 2016, respectively.
For the years ended December 31, 2018, 2017 and 2016, the Company recognized $183,000, $152,000, and $207,000, respectively, in stock option compensation expense as a component of "Salaries and other personnel expense".  As of December 31, 2018, there was approximately $298,000 of total unrecognized compensation expense related to non-vested options, which is expected to be recognized over the weighted-average vesting period of 2.4 years.
Restricted Stock Units:  Under the 2017 Plan and previous plans, the Company grants restricted stock units to certain key employees periodically.  Recipients of restricted stock units do not pay any cash consideration to the Company for the shares and receive all dividends with respect to such shares when the shares vest. Restricted stock units cliff vest at the end of a three-year time period. 
The following table summarizes restricted stock unit activity during 2018:
 
 Number of Shares

Weighted Average Grant Date Fair Value

Weighted Average Remaining Contractual Life, in Years
 


 


Outstanding at January 1, 2018
65,883



$30.10


 
Granted
26,163


37.06


 
Vested
(17,664
)

28.76


 
Forfeited
—


—


 
Outstanding at December 31, 2018
74,382



$32.87


1.90
 
The total intrinsic value of restricted stock units vested for the years ended December 31, 2018, 2017, and 2016 was $654,000, $676,000, and $501,000, respectively.
For the years ended December 31, 2018, 2017 and 2016, the Company recognized $633,000, $513,000, and $571,000, respectively, in restricted stock unit compensation expense as a component of "Salaries and other personnel expense".  As of December 31, 2018, there was approximately $1.7 million of total unrecognized compensation expense related to non-vested options, which is expected to be recognized over the weighted-average vesting period of 2.3 years.

NOTE 22 - Regulatory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum requirements can initiate certain mandatory, and possibly discretionary, actions by regulators that, if undertaken, could have a direct material effect on a company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory practices.  The Company’s and the Bank’s capital amounts and classification are also subject to qualitative judgment by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios (set forth in the following table) of total capital, Tier 1 capital, and common equity Tier 1 to risk-weighted assets, and of Tier 1 capital to average assets (as defined in the regulations).


105


The tables below illustrate the capital requirements for the Company and the Bank and the actual capital ratios for each entity that exceed these requirements.  The dividends that the Bank pays to the Company are limited to the extent necessary for the Bank to meet the regulatory requirements of a “well-capitalized” bank.  The capital ratios for the Company exceed those for the Bank primarily because the $18 million trust preferred securities offerings that the Company completed in the second quarter of 2003 and in the fourth quarter of 2005 are included in the Company’s capital for regulatory purposes although they are accounted for as a liability in its financial statements.  In the third quarter of 2017, the Company redeemed $8 million its trust preferred securities offerings. The trust preferred securities are not accounted for on the Bank’s financial statements nor are they included in its capital.  As a result, the Company has $10 million more in regulatory capital than the Bank at December 31, 2018 and 2017, respectively, which explains most of the difference in the capital ratios for the two entities.
Northrim BanCorp, Inc.
Actual

Adequately-Capitalized

Well-Capitalized
(In Thousands)
Amount

Ratio

Amount

Ratio

Amount
 
Ratio
As of December 31, 2018:
 

 

 

 

 
 
 
Common equity tier 1 capital (to risk-weighted assets)

$190,541

 
14.73
%
 

$58,210

 
≥ 4.5
%
 
NA

 
NA

Total Capital (to risk-weighted assets)

$216,410


16.73
%


$103,484


≥ 8
%

NA

 
NA

Tier I Capital (to risk-weighted assets)

$200,189


15.47
%


$77,643


≥ 6
%

NA

 
NA

Tier I Capital (to average assets)

$200,189


13.40
%


$59,758


≥ 4
%

NA

 
NA

As of December 31, 2017:
 

 

 

 


 
 
 

Common equity tier 1 capital (to risk-weighted assets)

$177,005

 
13.89
%
 

$57,345

 
≥ 4.5
%
 
NA

 
NA

Total Capital (to risk-weighted assets)

$202,638


15.90
%


$101,956


≥ 8
%

NA

 
NA

Tier I Capital (to risk-weighted assets)

$186,637


14.65
%


$76,438


≥ 6
%

NA

 
NA

Tier I Capital (to average assets)

$186,637


12.41
%


$60,157


≥ 4
%

NA

 
NA

Northrim Bank
Actual
 
Adequately-Capitalized
 
Well-Capitalized
(In Thousands)
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
As of December 31, 2018:
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital (to risk-weighted assets)

$166,580

 
13.05
%
 

$57,441

 
≥ 4.5
%
 

$82,971

 
≥ 6.5
%
Total Capital (to risk-weighted assets)

$182,585

 
14.30
%
 

$102,145

 
≥ 8
%
 

$127,682

 
≥ 10
%
Tier I Capital (to risk-weighted assets)

$166,580

 
13.05
%
 

$76,589

 
≥ 6
%
 

$102,118

 
≥ 8
%
Tier I Capital (to average assets)

$166,580

 
11.28
%
 

$59,071

 
≥ 4
%
 

$73,839

 
≥ 5
%
As of December 31, 2017:
 
 
 
 
 
 
 

 
 
 
 
Common equity tier 1 capital (to risk-weighted assets)

$161,996

 
12.83
%
 

$56,819

 
≥ 4.5
%
 

$82,071

 
≥ 6.5
%
Total Capital (to risk-weighted assets)

$177,857

 
14.08
%
 

$101,055

 
≥ 8
%
 

$126,319

 
≥ 10
%
Tier I Capital (to risk-weighted assets)

$161,996

 
12.83
%
 

$75,758

 
≥ 6
%
 

$101,011

 
≥ 8
%
Tier I Capital (to average assets)

$161,996

 
10.87
%
 

$59,612

 
≥ 4
%
 

$74,515

 
≥ 5
%

As of the most recent notification from its regulatory agencies, the Bank was categorized as well-capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s regulatory capital category. Management believes, as of December 31, 2018, that the Company and Bank meets all capital adequacy requirements to which they are subject.

The Company and Bank are required to have a “conservation buffer,” consisting of a common equity Tier 1 capital amount equal to 2.5% of risk-weighted assets. An institution that does not meet the conservation buffer requirement will be subject to restrictions on certain activities including payment of dividends, stock repurchases, and discretionary bonuses to executive officers.




NOTE 23 - Income Taxes

106


At December 31, 2018 and 2017, the Company had $8.2 million and $5.3 million in total taxes receivable, respectively, included in "Other assets" in the Consolidated Balance Sheets.  The Company realized $2.8 million, $3.5 million, and $3.5 million in tax credits related to its investments in low income housing tax credit partnerships for 2018, 2017, and 2016 respectively. 
Components of the provision for income taxes are as follows: 
(In Thousands)
Current Tax Expense (Benefit)

Deferred Expense (Benefit)

Total Expense
2018:
 

 

 
Federal

($1,549
)
 

$2,017



$468

State
(85
)
 
997


912

Amortization of investment in low income housing tax credit partnerships
2,691

 
—

 
2,691

Total

$1,057



$3,014



$4,071

2017:
 

 

 
Federal

$2,618



$3,658



$6,276

State
1,423


346


1,769

Amortization of investment in low income housing tax credit partnerships
2,276

 
—

 
2,276

Total

$6,317



$4,004



$10,321

2016:
 

 

 
Federal

$2,844



($251
)


$2,593

State
665


(74
)

591

Amortization of investment in low income housing tax credit partnerships
2,868

 
—

 
2,868

Total

$6,377



($325
)


$6,052


The actual expense for 2018, 2017, and 2016, differs from the “expected” tax expense (computed by applying the U.S. Federal Statutory Tax Rate of 21% for the year ended December 31, 2018 and 35% for the years ended December 31, 2017, and 2016) as follows: 
(In  Thousands)
2018

2017

2016
Computed “expected” income tax expense

$5,056



$8,330



$7,365

State income taxes, net
720


1,225


384

Tax-exempt interest on investment securities
(307
)
 
(597
)
 
(566
)
Amortization of investment in low income housing tax credit partnerships
2,691

 
2,276

 
2,868

Low income housing credits
(2,821
)

(3,468
)

(3,540
)
Revaluation of deferred tax assets
(470
)
 
2,678

 
—

Other
(798
)

(123
)

(459
)
Total

$4,071



$10,321



$6,052


107


    
The components of the net deferred tax asset are as follows:
(In  Thousands)
2018

2017

2016
Deferred Tax Asset:
 

 

 
     Allowance for loan losses

$5,313



$5,922



$7,717

     Loan fees, net of costs
818


825


1,823

     Other real estate owned
160


160


123

     Deferred compensation
1,121


1,218


2,112

     Equity compensation
435

 
422

 
544

     Loan discount
79

 
171

 
326

     Fair market value adjustment on certificates of deposit
123

 
147

 
247

     Unrealized loss on available for sale investment securities, net
270


59


195

     Other
1,069


693


1,455

Total Deferred Tax Asset

$9,388



$9,617



$14,542

 
 
 
 
 
 
Deferred Tax Liability:
 

 

 
     Intangible amortization

($288
)


($219
)


($2,804
)
     Mortgage servicing rights
(3,424
)
 
(2,156
)
 
(415
)
     Depreciation and amortization
(1,873
)
 
(404
)
 
31

     FHLB stock repurchase and dividends
(178
)
 
(179
)
 
(686
)
     Other
(379
)

(399
)

(404
)
Total Deferred Tax Liability

($6,142
)


($3,357
)


($4,278
)
          Net Deferred Tax Asset

$3,246



$6,260



$10,264

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized.  The primary source of recovery of the deferred tax asset will be future taxable income.  Management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax asset.  The deferred tax asset is included in "Other assets" in the Consolidated Balance Sheets.
As of December 31, 2018, the Company had no unrecognized tax benefits. There was $250,000 related to interest and penalties recognized for the year ended December 31, 2018 and none for the years ended , 2017 and 2016.  The tax years subject to examination by federal and state taxing authorities are the years ending December 31, 2018, 2017, 2016, and 2015.

NOTE 24 - Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Investment securities available for sale and marketable securities: Fair values are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.

Loans held for sale: Due to the short term nature of these instruments, the carrying amounts reported in the consolidated balance sheets represent their fair values.

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

Derivative instruments: The fair value of the interest rate lock commitments are estimated using quoted or published market prices for similar instruments, adjusted for factors such as pull-through rate assumptions based on historical information, where

108


appropriate. The pull-through rate assumptions are considered Level 3 valuation inputs and are significant to the interest rate lock commitment valuation; as such, the interest rate lock commitment derivatives are classified as Level 3. Interest rate contracts are valued in a model, which uses as its basis a discounted cash flow technique incorporating credit valuation adjustments to reflect nonperformance risk in the measurement of fair value. Although the Company has determined that the majority of inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2018, the Company has assessed the significance of the impact of these adjustments on the overall valuation of its interest rate positions and has determined that they are not significant to the overall valuation of its interest rate derivatives. As a result, the Company has classified its interest rate derivative valuations in Level 2 of the fair value hierarchy.

Commitments to extend credit and standby letters of credit: The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties.  For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.  The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligation with the counterparties at the reporting date.

Assets Subject to Nonrecurring Adjustment to Fair Value:

The Company is also required to measure certain assets such as equity method investments, goodwill, intangible assets, impaired loans, and other real estate owned (“OREO”) at fair value on a nonrecurring basis in accordance with GAAP. Any nonrecurring adjustments to fair value usually result from the writedown of individual assets.

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

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

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.


109


Estimated fair values as of the periods indicated are as follows:
 
December 31, 2018
 
December 31, 2017
(In Thousands)
Carrying Amount
 
Fair  Value
 
Carrying Amount
 
Fair  Value
Financial assets:


 


 


 
 

Level 1 inputs:


 


 


 
 

     Cash, due from banks and deposits in other banks

$77,538

 

$77,538

 

$77,841

 

$77,841

     Investment securities available for sale
74,549

 
74,549

 
53,386

 
53,386

     Marketable equity securities
7,265

 
7,265

 
5,731

 
5,731

 
 
 
 
 
 
 
 
Level 2 inputs:


 


 


 
 

     Investment securities available for sale
197,061

 
197,061

 
253,633

 
253,633

     Investment in Federal Home Loan Bank Stock
2,101

 
2,101

 
2,115

 
2,115

     Accrued interest receivable
4,817

 
4,817

 
4,385

 
4,385

     Interest rate swaps
853

 
853

 
261

 
261

 
 
 
 
 
 
 
 
Level 3 inputs:


 


 


 
 

     Loans and loans held for sale1
1,019,056

 
995,115

 
999,445

 
1,001,346

     Purchased receivables, net
14,406

 
14,406

 
22,231

 
22,231

     Interest rate lock commitments
978

 
978

 
873

 
873

     Mortgage servicing rights
10,821

 
10,821

 
7,305

 
7,305

     Commercial servicing rights
1,030

 
1,030

 
—

 
—

 
 
 
 
 
 
 
 
Financial liabilities:


 


 


 
 

Level 2 inputs:


 


 


 
 

     Deposits

$1,228,088

 

$1,227,086

 

$1,258,283

 

$1,257,670

     Securities sold under repurchase agreements
34,278

 
34,278

 
27,746

 
27,746

     Borrowings
7,241

 
6,965

 
7,362

 
7,308

     Accrued interest payable
22

 
22

 
24

 
24

     Interest rate swaps
246

 
246

 
77

 
77

Retail interest rate contracts
262

 
262

 
—

 
—

Level 3 inputs:
 
 
 
 
 
 
 
     Junior subordinated debentures
10,310

 
10,809

 
10,310

 
9,856

1Carrying amount is net of unearned income. In accordance with the prospective adoption of ASU 2016-01, the fair value of loans and loans held for sale as of December 31, 2018 was measured using an exit price notion. The fair value of loans as of December 31, 2017 was measured using an entry price notion.

110


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

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

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)
December 31, 2018
 

 

 

 
Assets:
 
 
 
 
 
 
 
    Available for sale securities
 

 

 

 
    U.S. Treasury and government sponsored entities

$208,860



$54,863



$153,997



$—

    Municipal securities
9,084


—


9,084


—

    Corporate bonds
39,780


19,686


20,094


—

    Collateralized loan obligations
13,886

 
—

 
13,886

 
—

           Total available for sale securities

$271,610



$74,549



$197,061



$—

    Marketable equity securities

$7,265



$7,265



$—



$—

           Total marketable equity securities

$7,265

 

$7,265

 

$—

 

$—

Interest rate swaps

$853

 

$—

 

$853

 

$—

Interest rate lock commitments
978

 
—

 
—

 
978

Mortgage servicing rights
10,821

 
—

 
—

 
10,821

Commercial servicing rights
1,030

 
—

 
—

 
1,030

           Total other assets

$13,682

 

$—

 

$853

 

$12,829

Liabilities:


 
 
 
 
 
 
Interest rate swaps

$246

 

$—

 

$246

 

$—

Retail interest rate contracts
262

 
—

 
262

 
—

           Total other liabilities

$508

 

$—

 

$508

 

$—

December 31, 2017
 

 

 

 
Assets:
 
 
 
 
 
 
 
    Available for sale securities
 

 

 

 
    U.S. Treasury and government sponsored entities

$249,461



$49,878



$199,583



$—

    Municipal securities
14,421


—


14,421


—

    Corporate bonds
37,132


3,508


33,624


—

    Collateralized loan obligations
6,005

 
—

 
6,005

 
—

           Total available for sale securities

$307,019

 

$53,386

 

$253,633

 

$—

    Marketable equity securities

$5,731



$5,731



$—



$—

           Total marketable equity securities

$5,731

 

$5,731

 

$—

 

$—

Interest rate swaps

$261

 

$—

 

$261

 

$—

Interest rate lock commitments
873

 
—

 
—

 
873

Mortgage servicing rights
7,305

 
—

 
—

 
7,305

           Total other assets

$8,439

 

$—

 

$261

 

$8,178

Liabilities:
 
 
 
 
 
 
 
Interest rate swaps

$77

 

$—

 

$77

 

$—

           Total other liabilities

$77

 

$—

 

$77

 

$—

 

111


The following table provides a reconciliation of the assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the years ended December 31, 2018 and 2017:

(In Thousands)
Beginning balance
Change included in earnings
Purchases and issuances
Sales and settlements
Ending balance
December 31, 2018
 
 
 
 
 
Interest rate lock commitments

$873


($2,018
)

$18,585


($16,462
)

$978

Mortgage servicing rights
7,305

(125
)
3,641

—

10,821

Commercial servicing rights
—

972

58

—

1,030

Total

$8,178


($1,171
)

$22,284


($16,462
)

$12,829

December 31, 2017
 
 
 
 
 
Interest rate lock commitments

$1,137


($1,615
)

$15,084


($13,733
)

$873

Mortgage servicing rights
4,157

2

3,146

—

7,305

Total

$5,294


($1,613
)

$18,230


($13,733
)

$8,178

    
During 2018 and 2017, no impairment or valuation adjustment was recognized for assets recognized at fair value on a nonrecurring basis, except for certain assets as shown in the following table.  For loans measured for impairment, the Company classifies fair value measurements using observable inputs, such as external appraisals, as Level 2 valuations in the fair value hierarchy, and unobservable inputs, such as in-house evaluations, as Level 3 valuations in the fair value hierarchy.    
(In Thousands)
Total

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

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)
December 31, 2018
 

 

 

 
  Loans measured for impairment

$848



$—



$—



$848

   Other assets - equity method investment
709

 
—

 
—

 
709

Total

$1,557



$—



$—



$1,557

December 31, 2017
 

 

 

 
  Loans measured for impairment

$7,988



$—



$—



$7,988

  Other real estate owned
3,927


—


—


3,927

  Other assets - equity method investment
2,292

 
—

 
—

 
2,292

Total

$14,207



$—



$—



$14,207


The following table presents the (income) losses resulting from nonrecurring fair value adjustments for the periods ended December 31, 2018, 2017 and 2016, respectively:

(In Thousands)
2018
 
2017
 
2016
Loans measured for impairment

($952
)
 

$352

 

$270

Other real estate owned
—

 
904

 
187

Other operating expense - impairment on equity method investment
804

 
686

 
—

Total (income) loss from nonrecurring measurements

($148
)
 

$1,942

 

$457




112


Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)
The following table provides a description of the valuation technique, unobservable input, and qualitative information about the unobservable inputs for the Company’s assets and liabilities classified as Level 3 and measured at fair value at December 31, 2018 and 2017:
Financial Instrument
Valuation Technique
Unobservable Input
Weighted Average or Rate Range
December 31, 2018
 
 
 
Loans measured for impairment
In-house valuation of collateral
Discount rate
65
%
 
Discounted cash flow
Discount rate
8.25% - 8.50%

Interest rate lock commitment
External pricing model
Pull through rate
91.66
%
Mortgage servicing rights
Discounted cash flow
Constant prepayment rate
7.62% - 9.87%

 
 
Discount rate
9.93% - 10.47%

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

 
 
Discount rate
11.49
%
December 31, 2017
 
 
 
Loans measured for impairment
In-house valuation of collateral
Discount rate
32% - 40%

 
Discounted cash flow
Discount rate
14
%
Other real estate owned
Fair value of collateral
Estimated capital costs to complete improvements
25% - 32%

Interest rate lock commitment
External pricing model
Pull through rate
93
%
Mortgage servicing rights
Discounted cash flow
Constant prepayment rate
8.94% - 11.34%

 
 
Discount rate
9.42% - 10.05%








113



NOTE 25 - Segment Information
The Company's operations are managed along two operating segments: Community Banking and Home Mortgage Lending. The Community Banking segment's principal business focus is the offering of loan and deposit products to business and consumer customers in its primary market areas. As of December 31, 2018, the Community Banking segment operated 15 branches throughout Alaska. The Home Mortgage Lending segment's principal business focus is the origination and sale of mortgage loans for 1-4 family residential properties.
Summarized financial information for the Company's reportable segments and the reconciliation to the consolidated financial results is shown in the following tables:
December 31, 2018
 
 
 
 
 
(In Thousands)
Community Banking
 
Home Mortgage Lending
 
Consolidated
 
 
 
 
 
 
Interest income

$62,097

 

$2,080

 

$64,177

Interest expense
2,370

 
599

 
2,969

   Net interest income
59,727

 
1,481

 
61,208

Benefit for loan losses
(500
)
 
—

 
(500
)
Other operating income
11,323

 
20,844

 
32,167

Other operating expense
49,956

 
19,844

 
69,800

   Income before provision for income taxes
21,594

 
2,481

 
24,075

Provision for income taxes
3,361

 
710

 
4,071

Net income

$18,233

 

$1,771

 

$20,004

 
 
 
 
 
 
Total assets

$1,443,745

 

$59,243

 

$1,502,988

Loans held for sale

$—

 

$34,710

 

$34,710

December 31, 2017
 
 
 
 
 
(In Thousands)
Community Banking
 
Home Mortgage Lending
 
Consolidated
 
 
 
 
 
 
Interest income

$58,308

 

$1,800

 

$60,108

Interest expense
1,860

 
570

 
2,430

   Net interest income
56,448

 
1,230

 
57,678

Provision for loan losses
3,200

 
—

 
3,200

Other operating income
17,187

 
23,287

 
40,474

Compensation expense, RML acquisition payments
130

 
—

 
130

Other operating expense
50,271

 
20,752

 
71,023

   Income before provision for income taxes
20,034

 
3,765

 
23,799

Provision for income taxes
9,499

 
822

 
10,321

Net income
10,535

 
2,943

 
13,478

Less: net income attributable to the noncontrolling interest
327

 
—

 
327

Net income attributable to Northrim BanCorp, Inc.

$10,208

 

$2,943

 

$13,151

 
 
 
 
 
 
Total assets

$1,452,602

 

$65,994

 

$1,518,596

Loans held for sale

$—

 

$43,979

 

$43,979


114


December 31, 2016
 
 
 
 
 
(In Thousands)
Community Banking
 
Home Mortgage Lending
 
Consolidated
 
 
 
 
 
 
Interest income

$56,986

 

$1,932

 

$58,918

Interest expense
1,739

 
822

 
2,561

   Net interest income
55,247

 
1,110

 
56,357

Provision (benefit) for loan losses
2,298

 
—

 
2,298

Other operating income
13,756

 
29,507

 
43,263

Compensation expense, RML acquisition payments
4,775

 
—

 
4,775

Other operating expense
48,610

 
22,895

 
71,505

   Income before provision for income taxes
13,320

 
7,722

 
21,042

Provision for income taxes
2,867

 
3,185

 
6,052

Net income
10,453

 
4,537

 
14,990

Less: net income attributable to the noncontrolling interest
579

 
—

 
579

Net income attributable to Northrim BanCorp, Inc.

$9,874

 

$4,537

 

$14,411

 
 
 
 
 
 
Total assets

$1,459,261

 

$66,590

 

$1,525,851

Loans held for sale

$—

 

$43,849

 

$43,849




NOTE 26 - Parent Company Information
Balance Sheets at December 31,
2018

2017
 (In Thousands)

Assets
 

 
Cash and cash equivalents

$18,314



$15,872

Marketable equity securities
7,265


5,731

Investment in Northrim Bank
181,781


177,824

Investment in NISC
1,501


1,469

Investment in NST2
310


310

Taxes receivable, net
6,914

 
992

Other assets
800


1,951

Total Assets

$216,885



$204,149

Liabilities
 

 
Junior subordinated debentures

$10,310



$10,310

Other liabilities
628


1,037

Total Liabilities
10,938


11,347

Shareholders' Equity
 

 
Common stock
6,883


6,872

Additional paid-in capital
62,132


61,793

Retained earnings
137,452


124,322

Accumulated other comprehensive loss
(520
)

(185
)
Total Shareholders' Equity
205,947


192,802

Total Liabilities and Shareholders' Equity

$216,885



$204,149



115


Statements of Income for Years Ended:
2018

2017

2016
 (In Thousands)

Income
 

 

 
Interest income

$477



$408



$369

Equity in undistributed earnings from Northrim Bank
20,888


14,055


14,969

Equity in undistributed earnings from NISC
166


122


95

Loss on marketable equity securities
(625
)
 
—

 
—

Other income
5


—


—

Total Income

$20,911



$14,585



$15,433

Expense
 

 

 
Interest expense
389


516


534

Administrative and other expenses
2,524


2,242


2,050

Total Expense
2,913


2,758


2,584

Income Before Benefit from Income Taxes
17,998


11,827


12,849

Benefit from income taxes
(2,006
)

(1,324
)

(1,562
)
Net Income

$20,004



$13,151



$14,411

Statements of Cash Flows for Years Ended:
2018

2017

2016
 (In Thousands)

Operating Activities:
 

 

 
Net income

$20,004

 

$13,151

 

$14,411

Adjustments to Reconcile Net Income to Net Cash:
 
 
 
 
 
Equity in undistributed earnings from subsidiaries
(20,920
)
 
(14,132
)
 
(15,201
)
Change in fair value marketable equity securities
625

 
—

 
—

Stock-based compensation
816

 
665

 
778

Changes in other assets and liabilities
(6,428
)
 
207

 
(1,653
)
Net Cash Used from Operating Activities
(5,903
)
 
(109
)
 
(1,665
)
Investing Activities:
 
 
 
 
 
Purchases of marketable equity securities
(3,000
)
 
(499
)
 
(1,373
)
Proceeds from sales/calls/maturities of marketable equity securities
783

 
—

 
—

Investment in Northrim Bank, NISC, NCT1 & NST2
17,877

 
11,989

 
10,115

Net Cash Provided by Investing Activities
15,660

 
11,490

 
8,742

Financing Activities:
 
 
 
 
 
Dividends paid to shareholders
(7,064
)
 
(5,965
)
 
(5,372
)
Proceeds from issuance of common stock and excess tax benefits
243

 
100

 
—

Repurchase of common stock
(494
)
 
(1,607
)
 
—

Net Cash Used from Financing Activities
(7,315
)
 
(7,472
)
 
(5,372
)
Net change in Cash and Cash Equivalents
2,442

 
3,909

 
1,705

Cash and Cash Equivalents at beginning of year
15,872

 
11,963

 
10,258

Cash and Cash Equivalents at end of year

$18,314

 

$15,872

 

$11,963


116



NOTE 27 - Quarterly Results of Operations (Unaudited)
2018 Quarter Ended
Dec. 31

Sept. 30

June 30

March 31
 (In Thousands Except Per Share Amounts)

Total interest income

$17,207



$16,580



$15,595



$14,795

Total interest expense
1,070


761


606


532

Net interest income
16,137


15,819


14,989


14,263

Benefit for loan losses
(200
)

—


(300
)

—

Other operating income
7,718


8,673


8,314


7,462

Other operating expense
18,300


18,099


16,606


16,795

Income before provision for income taxes
5,755


6,393


6,997


4,930

Provision for income taxes
907


1,129


1,167


868

Net income

$4,848



$5,264



$5,830



$4,062

Earnings per share, basic

$0.70



$0.77



$0.85



$0.59

Earnings per share, diluted

$0.69



$0.75



$0.84



$0.58

 
 
 
 
 
 
 
 
2017 Quarter Ended
Dec. 31

Sept. 30

June 30

March 31
 (In Thousands Except Per Share Amounts)

Total interest income

$15,232



$15,519



$14,892



$14,465

Total interest expense
548


602


648


632

Net interest income
14,684


14,917


14,244


13,833

Provision for loan losses
—


2,500


300


400

Other operating income
7,952


13,855


9,762


8,905

Compensation expense, RML acquisition payments
(193
)
 
149

 
—

 
174

Other operating expense
18,530


17,542


18,510


16,441

Income before provision for income taxes
4,299


8,581


5,196


5,723

Provision for income taxes
4,085


2,980


1,455


1,801

Net Income
214


5,601


3,741


3,922

Less: Net income attributable to the noncontrolling interest
—


78


152


97

Net income attributable to Northrim Bancorp, Inc.

$214



$5,523



$3,589



$3,825

Earnings per share, basic

$0.03



$0.80



$0.52



$0.55

Earnings per share, diluted

$0.03



$0.79



$0.51



$0.55

 

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ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OF ACCOUNTING AND FINANCIAL DISCLOSURE
None.

ITEM 9A. CONTROLS AND PROCEDURES 
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
As of the end of the period covered by this report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934).  Our principal executive and financial officers supervised and participated in this evaluation.  Based on this evaluation, our principal executive and financial officers each concluded that our disclosure controls and procedures were effective in timely alerting them to material information required to be included in our periodic reports to the SEC.  The design of any system of controls is based in part upon various assumptions about the likelihood of future events, and there can be no assurance that any of our plans, products, services or procedures will succeed in achieving their intended goals under future conditions. 
Changes in Internal Control
There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15f and 15d-15(f) of the Securities Exchange Act of 1934) that occurred during the period covered by this report that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934.  The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.    
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.    
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018.  In making this assessment management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework.
Based on our assessment and the criteria discussed above, management believes that, as of December 31, 2018, the Company maintained effective internal control over financial reporting.
The Company’s independent registered public accounting firm has issued an attestation report on the Company’s effectiveness of internal control over financial reporting.  This report appears under Item 8.
ITEM 9B.            OTHER INFORMATION
None.

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PART III

ITEM 10.            DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 
Information concerning the officers and directors of the Company required to be included in this item is incorporated by reference from the Company’s definitive proxy statement for its annual meeting of shareholders to be held in 2019 which will be filed with the Securities and Exchange Commission (the "SEC") within 120 days of our most recently completed fiscal year.

ITEM 11.            EXECUTIVE COMPENSATION
Information concerning executive compensation and director compensation and certain matters regarding participation in the Company’s compensation committee required by this item is incorporated by reference from the Company’s definitive proxy statement for its annual meeting of shareholders to be held in 2019 which will be filed with the SEC within 120 days of our most recently completed fiscal year.

ITEM 12.            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information concerning the security ownership of certain beneficial owners and management required by this item is incorporated by reference from the Company’s definitive proxy statement for its annual meeting of shareholders to be held in 2019 which will be filed with the SEC within 120 days of our most recently completed fiscal year.

ITEM 13.            CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information concerning certain relationships and related transactions required by this item is incorporated by reference from the Company’s definitive proxy statement for its annual meeting of shareholders to be held in 2019 which will be filed with the SEC within 120 days of our most recently completed fiscal year.

ITEM 14.            PRINCIPAL ACCOUNTING FEES AND SERVICES
Information concerning fees paid to our independent auditors required by this item is incorporated by reference from the Company’s definitive proxy statement for its annual meeting of shareholders to be held in 2019 which will be filed with the SEC within 120 days of our most recently completed fiscal year.

119


PART IV

ITEM 15.            EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 
Financial Statements
(a) The following documents are filed as part of this Annual Report on Form 10-K:
Consolidated Balance Sheets as of December 31, 2018 and 2017
Consolidated Statements of Income for the years ended December 31, 2018, 2017, and 2016
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017, and 2016
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2018, 2017, and 2016
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016
Notes to Consolidated Financial Statements
Exhibits

3.1        Articles of Amendment to the Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.3 of the Company’s Form 10-Q for the quarter ended June 30, 2009, filed with the SEC on August 10, 2009.)
3.2      Bylaws of Northrim BanCorp, Inc. as amended (Incorporated by reference to Exhibit 3.4 of the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2016.)
4.1      Pursuant to Item 601 (b)(4)(iii)(A) of Regulation S-K, copies of instruments defining rights of holders of long-term debt and preferred securities are not filed. The Company agrees to furnish a copy thereof to the SEC upon request.
4.2      Indenture dated as of December 16, 2005 (Incorporated by reference to Exhibit 4.3 of the Company’s Form 10-K for the year ended December 31, 2005, filed with the SEC on March, 16, 2006.)
4.3      Form of Junior Subordinated Debt Security due 2036 (Incorporated by reference to Exhibit 4.4 of the Company’s Form 10-K for the year ended December 31, 2005, filed with the SEC on March, 16, 2006.)
10.01   Northrim Bancorp, Inc. 2010 Stock Incentive Plan (Incorporated by reference to Exhibit A to Northrim Bancorp, Inc.’s definitive proxy statement on Schedule 14A filed with the SEC on March 15, 2010)
10.02   Northrim Bancorp, Inc. 2014 Stock Incentive Plan (Incorporated by reference to the Company’s Form S-8 filed with the SEC on July 8, 2014)
10.03   Northrim Bancorp, Inc. 2017 Stock Incentive Plan (Incorporated by reference to the Company’s Form S-8 filed with the SEC on June 6, 2017)
10.04   Northrim Bancorp, Inc. Profit Sharing Plan (Incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2011.
10.05   Employment Agreement with Joseph M. Schierhorn dated January 1, 2019 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on January 2, 2019.)
10.06   Employment Agreement with Jed W. Ballard dated January 1, 2019 (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on January 2, 2019.)
10.07   Employment Agreement with Michael Huston dated January 1, 2019 (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on January 2, 2019.)
10.08   Employment Agreement with Michael Martin dated January 1, 2019 (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on January 2, 2019.)

120


10.09   Employment Agreement with Benjamin Craig dated January 1, 2019 (Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed on January 2, 2019.)
10.10    Supplemental Executive Retirement Plan originally effective as of July 1, 1994, amended effective as of January 6, 2000, January 8, 2004, January 1, 2005 and January 1, 2015 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 2, 2015).
21.1     Subsidiaries 
23.1     Consent of Moss Adams LLP
24.1     Power of Attorney
31.1     Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2     Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1     Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2     Certification of the Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH
XBRL Schema Document
101.CAL
XBRL Calculation Linkbase Document
101.DEF
XBRL Definition Linkbase Document
101.LAB
XBRL Labels Linkbase Document
101.PRE
XBRL Presentation Linkbase Document
 
Notes to Exhibits List:
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i)  Consolidated Balance Sheet at December 31, 2018 and 2017, (ii) Consolidated Statements of Income for the years ended December 31, 2018, 2017, and 2016, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017, and 2016, (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2018, 2017, and 2016, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016, and (vi) Notes to the Consolidated Financial Statements.  In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

121


Annual Report on Form 10-K
Annual Report Under Section 13 of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2018.
Commission File Number 0-33501
Northrim BanCorp, Inc.
State of Incorporation: Alaska
Employer ID Number: 92-0175752
3111 C Street
Anchorage, Alaska 99503
Telephone Number: (907) 562-0062

Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, $1.00 Par Value
Northrim BanCorp, Inc. has filed all reports required to be filed by Section 13 of the Securities and Exchange Act of 1934 during the preceding 12 months and has been subject to such filing requirements for the past 90 days.
Northrim BanCorp, Inc. is an accelerated filer within the meaning of Rule 12b-2 promulgated under the Securities Exchange Act.
Northrim BanCorp, Inc. is not a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Northrim BanCorp, Inc. is required to file reports pursuant to Section 13 of the Securities Exchange Act.
Northrim BanCorp, Inc. is not a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (17 C.F.R. 229.405) is in our definitive proxy statement, which is incorporated by reference in Part III of this Form 10-K.
The aggregate market value of common stock held by non-affiliates of Northrim BanCorp, Inc. at June 30, 2018, was $267,274,985.
The number of shares of Northrim BanCorp Inc.’s common stock outstanding at March 12, 2019, was 6,879,902.
This Annual Report on Form 10-K incorporates into a single document the requirements of the accounting profession and the SEC.  Only those sections of the Annual Report required in the following cross reference index and the information under the caption “Forward Looking Statements” are incorporated into this Form 10-K.

122


Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 12, 2019.
Northrim BanCorp, Inc.
 
By
/s/ Joseph M. Schierhorn
 

Joseph M. Schierhorn
 

Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on March 12, 2019.
Principal Executive Officer:
 
By
/s/ Joseph M. Schierhorn
 

Joseph M. Schierhorn
 

Chairman, President and Chief Executive Officer
    
Principal Financial Officer and Principal Accounting Officer:
 
By
/s/ Jed W. Ballard
 
 
Jed W. Ballard
 
 
Executive Vice President, Chief Financial Officer

Joseph M. Schierhorn, pursuant to the power of attorney filed with this Annual Report on Form 10-K as Exhibit 24.1, has signed this report on March 12, 2019, as attorney-in-fact for the following directors who constitute a majority of the Board of Directors.
Joseph M. Schierhorn
David J. McCambridge
Larry S. Cash
Krystal M. Nelson
Anthony Drabek
John C. Swalling    
Karl L. Hanneman
Linda C. Thomas
David W. Karp
David G. Wight
Aaron Schutt
 
 
By
/s/ Joseph M. Schierhorn
 
 
Joseph M. Schierhorn
 
 
as Attorney-in-fact
 
 
March 12, 2019

123


Investor Information
Annual Meeting
Date:
Thursday, May 23, 2019
Time:
9 a.m.
Location:
Hilton Anchorage Hotel
 
500 West Third Avenue
 
Anchorage, AK 99501 

Stock Symbol
Northrim BanCorp, Inc.’s stock is traded on the Nasdaq Global Select Stock Market under the symbol, NRIM.
Auditor
Moss Adams LLP
Transfer Agent and Registrar
American Stock Transfer & Trust Company: 1-800-937-5449 info@amstock.com
Legal Counsel
Davis Wright Tremaine LLP
Information Requests
Below are options for obtaining Northrim’s investor information:
•
Visit our home page, www.northrim.com, and click on the “About Northrim” and then "Investor Relations" for stock information and copies of earnings and dividend releases.
•
If you would like to have investor information mailed to you, please call our Corporate Secretary at (907) 562-0062.
Written requests should be mailed to the following address:
Corporate Secretary
Northrim Bank
P.O. Box 241489
Anchorage, Alaska 99524-1489
 
Telephone: (907) 562-0062
Fax: (907) 562-1758
Web site: http://www.northrim.com

124