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SEC Company Response from NORTHRIM BANCORP INC (NRIM) (CIK 0001163370) (NRIM) — Oct 28, 2016

NORTHRIM BANCORP INC (NRIM) (CIK 0001163370)
Date: Oct. 28, 2016 · CIK: 0001163370 · Accession: 0001163370-16-000088

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 000-33501

Referenced dates: April 29, 2016, August 17, 2016

Date
October 28, 2016
Author
Not clearly detected
Form
CORRESP
Company
NORTHRIM BANCORP INC (NRIM) (CIK 0001163370)

Letter

Document

October 28, 2016

VIA EDGAR AND FEDERAL EXPRESS OVERNIGHT

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Attention:

Stephanie Sullivan

Michelle Miller

Re:

Northrim BanCorp, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015 (the “Report”)

Filed March 11, 2016

File No. 000-33501

Northrim BanCorp, Inc., (the “Company”) has reviewed the comment letter from the Division of Corporate Finance of the U.S. Securities and Exchange Commission (the “Staff”) dated August 17, 2016 in which the Staff indicated that the Staff objected to the Company’s view that the contingent payments related to the Company’s acquisition of Residential Mortgage Holding Company, LLC (“RML”) should be accounted for as contingent purchase consideration instead of compensation.

We respectfully submit this analysis in response to your letter dated August 17, 2016, which stated the following:

Staff Comment No. 1: Item 8. Financial Statements and Supplementary Data, Note 2 - Business Combinations, page 70; Residential Mortgage, page 72

We note your responses to prior comment 2 to our letter dated April 29, 2016 and object to your view that the contingent payments related to the acquisition of RML should be accounted for as contingent consideration instead of compensation. Please provide us with your materiality analysis pursuant to ASC 250-10-S99 as of December 31, 2014 and updated through your most recent quarter end that reflects the impact of recognizing the contingent payments as compensation. To the extent you conclude that this error is not material to your historical financial statements, please describe how you plan to correct this error in future filings and describe the types of disclosures you would plan to make.

Response:

Securities and Exchange Commission

October 28, 2016

Page 2

The Company has completed its materiality assessment of the accounting in question. After considering both quantitative and qualitative factors, the Company has determined that the impact of the change to account for the contingent payments to the sellers of RML as compensation instead of contingent consideration is not material to the Company’s previously issued consolidated financial statements. The Company proposes to correct the accounting for these contingent payments as an out-of period adjustment on a prospective basis in its next interim financial statements included in its Quarterly Report on Form 10-Q for the period ended September 30, 2016.

ASC 250-10-S99 (“SAB 99”) indicates that quantifying, in percentage terms, the magnitude of a misstatement is only the beginning of an analysis of materiality and that it cannot appropriately be used as a substitute for a full analysis of all relevant considerations. SAB 99 also indicates that the formulation of materiality in the accounting literature is in substance identical to the formulation used by the courts in interpreting the federal securities laws. The U.S. Supreme Court has held that a fact is material if there is “a substantial likelihood that the…fact would have been viewed by the reasonable investor as having significantly altered the “total mix” of information made available.” Lastly, specifically the Staff’s interpretive response says that “A matter is ‘material’ if there is a substantial likelihood that a reasonable person would consider it important.”

The SAB 99 analysis herein seeks to apply these criteria. As such, the quantitative and qualitative conclusions made by the Company have been considered both individually and in the aggregate in determining whether or not the items at issue were material to the consolidated financial statements of the Company.

As discussed below, the Company respectfully offers that the impacts of accounting for the contingent payments to the sellers of RML as compensation instead of as contingent consideration on its financial position and operating results for the quarterly, year-to-date, and annual periods since the date of acquisition are not material.

Quantitative Assessment

Impact to historical financial statements

The following tables detail the impact of this change in the Company’s consolidated financial statements, including significant financial ratios, for each quarter since the transaction was completed as of December 1, 2014.

Table 2 below outlines the impact of adjusting the individual line items and the overall Consolidated Balance Sheets of the Company as of the impacted balance sheet dates. While the percentage change in goodwill is 33% and the percentage change in other liabilities is as high as 27%, the Company does not believe that these changes are material because the dollar amount of these changes is not material to the balance sheet overall. Goodwill, which represents as much as 2% as reported and 1% after the adjustment of total assets, decreases $7.3 million, and other liabilities, which represents as much as 3% of total liabilities and between 1% and 3% after the adjustment, decreases between $5 million and $7.2 million for each relevant period. Total assets, total liabilities, and total shareholders’ equity all decrease by 1% or less in all periods.

Tables 1 and 4 below show the impact of adjusting the individual line items and the overall Consolidated Statements of Income for the seven quarters affected, the year ended December 31, 2015, and year-to-date through June 30, 2016. The impact on net income ranges between -1% to 6% in each of the relevant periods.

Table 3 below shows the impact of the adjustments on various financial ratios, and the Company believes

Securities and Exchange Commission

October 28, 2016

Page 3

that these changes are also not material. Book value per share decreases by less than 1% at each balance sheet date, and regulatory capital ratios increase between 3% and 5% at these dates due to the decrease in goodwill.

Additionally, the change does not affect the amount of the contingent payments and there is no impact to the Company’s total cash flows from operating, investing or financing activities or the liquidity ratios.

Securities and Exchange Commission

October 28, 2016

Page 4

Table 1

December 31,

March 31,

June 30,

September 30,

December 31,

March 31,

June 30,

(Dollars in Thousands)

As Reported:

Net interest income

$13,924

$13,632

$14,195

$14,682

$14,400

$14,174

$14,079

Provision for loan losses

Other operating income

9,376

10,535

11,563

12,407

10,104

9,105

11,864

Other operating expense

13,671

18,461

17,753

18,203

18,229

17,371

19,369

Income before provision

for income taxes

9,129

5,380

7,629

8,210

5,899

5,205

6,374

Provision for income taxes

2,325

1,747

2,686

2,678

1,673

1,699

1,868

Net income

6,804

3,633

4,943

5,532

4,226

3,506

4,506

Less: Net income attributable

to noncontrolling interest

Net income attributable to

Northrim BanCorp, Inc.

$6,674

$3,561

$4,781

$5,335

$4,106

$3,376

$4,350

Earnings per share, basic

$0.98

$0.52

$0.70

$0.78

$0.60

$0.49

$0.63

Earnings per share, diluted

$0.97

$0.51

$0.69

$0.77

$0.59

$0.48

$0.63

Revised:

Net interest income

$13,924

$13,632

$14,195

$14,682

$14,400

$14,174

$14,079

Provision for loan losses

Other operating income

9,376

10,535

11,563

12,407

10,104

9,105

11,864

Other operating expense

13,799

18,813

18,113

18,563

18,589

17,732

19,730

Income before provision

for income taxes

9,001

5,028

7,269

7,850

5,539

4,844

6,013

Provision for income taxes

2,272

1,602

2,538

2,530

1,525

1,551

1,720

Net income

6,729

3,426

4,731

5,320

4,014

3,293

4,293

Less: Net income attributable

to noncontrolling interest

Net income attributable to

Northrim BanCorp, Inc.

$6,599

$3,354

$4,569

$5,123

$3,894

$3,163

$4,137

Earnings per share, basic

$0.97

$0.49

$0.67

$0.75

$0.57

$0.46

$0.60

Earnings per share, diluted

$0.96

$0.48

$0.66

$0.74

$0.56

$0.45

$0.60

%Change:

Net interest income

0%

0%

0%

—%

—%

—%

—%

Provision for loan losses

0%

0%

0%

—%

—%

—%

—%

Other operating income

0%

0%

0%

—%

—%

—%

—%

Other operating expense

1%

2%

2%

2%

2%

2%

2%

Income before provision

for income taxes

-1%

-7%

-5%

(4)%

(6)%

(7)%

(6)%

Provision for income taxes

-2%

-8%

-6%

(6)%

(9)%

(9)%

(8)%

Net income

-1%

-6%

-4%

(4)%

(5)%

(6)%

(5)%

Less: Net income attributable

to noncontrolling interest

0%

0%

0%

—%

—%

—%

—%

Net income attributable to

Northrim BanCorp, Inc.

-1%

-6%

-4%

(4)%

(5)%

(6)%

(5)%

Earnings per share, basic

-1%

-6%

-4%

(4)%

(5)%

(6)%

(5)%

Earnings per share, diluted

-1%

-6%

-4%

(4)%

(5)%

(6)%

(5)%

Securities and Exchange Commission

October 28, 2016

Page 5

Table 2

December 31,

March 31,

June 30,

September 30,

December 31,

March 31,

June 30,

(Dollars in Thousands)

As Reported:

Goodwill

22,334

22,334

22,334

22,334

22,334

22,334

22,334

Total assets

1,449,349

1,447,984

1,500,331

1,539,253

1,499,492

1,500,199

1,518,370

Other liabilities

40,456

30,640

31,770

34,569

29,388

20,602

29,748

Total liabilities

1,284,908

1,280,600

1,329,249

1,363,917

1,322,278

1,319,801

1,334,405

Retained earnings

95,493

97,809

101,343

105,363

108,150

110,209

113,238

Total shareholders' equity

164,441

167,384

171,082

175,336

177,214

180,398

183,965

Total liabilities and

shareholders' equity

1,449,349

1,447,984

1,500,331

1,539,253

1,499,492

1,500,199

1,518,370

Revised:

Goodwill

15,017

15,017

15,017

15,017

15,017

15,017

15,017

Total assets

1,442,032

1,440,667

1,493,014

1,531,936

1,492,175

1,492,882

1,511,053

Other liabilities

33,214

23,606

24,948

27,959

22,990

14,416

23,775

Total liabilities

1,277,666

1,273,566

1,322,427

1,357,307

1,315,880

1,313,615

1,328,432

Retained earnings

95,418

97,526

100,848

104,656

107,231

109,078

111,894

Total shareholders' equity

164,366

167,101

170,587

174,629

176,295

179,267

182,621

Total liabilities and

shareholders' equity

1,442,032

1,440,667

1,493,014

1,531,936

1,492,175

1,492,882

1,511,053

% Change:

Goodwill

(33

)%

(33

)%

(33

)%

(33

)%

(33

)%

(33

)%

(33

)%

Total assets

(1

)%

(0.5

)%

(0.5

)%

(0.5

)%

(0.5

)%

(0.5

)%

(0.5

)%

Other liabilities

(18

)%

(23

)%

(21

)%

(19

)%

(22

)%

(30

)%

(20

)%

Total liabilities

(1

)%

(1

)%

(0.5

)%

(0.5

)%

(0.5

)%

(0.5

)%

(0.4

)%

Retained earnings

(0.1

)%

(0.3

)%

(0.5

)%

(1

)%

(1

)%

(1

)%

(1

)%

Total shareholders' equity

—

%

(0.2

)%

(0.3

)%

(0.4

)%

(0.5

)%

(1

)%

(1

)%

Total liabilities and

shareholders' equity

(1

)%

(0.5

)%

(0.5

)%

(0.5

)%

(0.5

)%

(0.5

)%

(0.5

)%

Securities and Exchange Commission

October 28, 2016

Page 6

Table 3

December 31,

March 31,

June 30,

September 30,

December 31,

March 31,

June 30,

As Reported:

Efficiency ratio

58.4

%

76.1

%

68.6

%

66.9

%

74.2

%

74.5

%

74.5

%

Book value / share

$23.99

$24.42

$24.96

$25.56

$25.77

$26.23

$26.75

Tier 1 Capital / Risk Adjusted Assets

13.1

%

12.7

%

12.7

%

%

13.3

%

13.7

%

13.9

%

Total 1 Capital / Risk Adjusted Assets

14.3

%

%

13.9

%

14.3

%

14.6

%

14.9

%

15.1

%

Tier 1 Capital / Average Assets

11.2

%

10.4

%

10.3

%

10.2

%

%

11.9

%

12.1

%

Revised:

Efficiency ratio

58.9

%

77.5

%

%

68.3

%

75.7

%

%

75.9

%

Book value / share

$23.98

$24.38

$24.89

$25.46

$25.63

$26.07

$26.55

Tier 1 Capital / Risk Adjusted Assets

13.7

%

13.3

%

13.2

%

13.5

%

13.9

%

14.2

%

14.3

%

Total 1 Capital / Risk Adjusted Assets

15.0

%

14.5

%

14.5

%

14.8

%

15.1

%

15.4

%

15.6

%

Tier 1 Capital / Average Assets

11.8

%

10.9

%

10.7

%

10.7

%

10.5

%

12.3

%

12.5

%

% Change:

Efficiency ratio

%

%

%

%

%

%

%

Book value / share

0.0

%

(0.2

)%

(0.3

)%

(0.4

)%

(0.5

)%

(0.6

)%

(0.7

)%

Tier 1 Capital / Risk Adjusted Assets

%

%

%

%

%

%

%

Total 1 Capital / Risk Adjusted Assets

%

%

%

%

%

%

%

Tier 1 Capital / Average Assets

%

%

%

%

%

%

%

Securities and Exchange Commission

October 28, 2016

Page 7

The following table details the impact of this change in the Company’s consolidated financial statements for the year ended December 31, 2015 and year-to-date through June 30, 2016:

Table 4

Year Ended

Six Months Ended

December 31,

June 30,

(Dollars in thousands)

As Reported:

Net interest income

56,909

28,253

Provision for loan losses

1,754

Other operating income

44,609

20,969

Other operating expense

72,646

36,740

Income before provision

for income taxes

27,118

11,579

Provision for income taxes

8,784

3,567

Net income

18,334

8,012

Less: Net income attributable

to noncontrolling interest

Net income attributable to

Northrim BanCorp, Inc.

17,783

7,726

Earnings per share, basic

$2.59

$1.12

Earnings per share, diluted

$2.56

$1.12

Efficiency ratio

71.3

%

74.5

%

Revised:

Net interest income

56,909

28,253

Provision for loan losses

1,754

Other operating income

44,609

20,969

Other operating expense

74,078

37,462

Income before provision

for income taxes

25,686

10,857

Provision for income taxes

8,195

3,270

Net income

17,491

7,587

Less: Net income attributable

to noncontrolling interest

Net income attributable to

Northrim BanCorp, Inc.

16,940

7,301

Earnings per share, basic

$2.47

$1.06

Earnings per share, diluted

$2.44

$1.06

Efficiency ratio

72.7

%

76.0

%

% Change:

Net interest income

%

%

Provision for loan losses

%

%

Other operating income

%

%

Other operating expense

%

%

Income before provision

for income taxes

(5

)%

(6

)%

Provision for income taxes

(7

)%

(8

)%

Net income

(5

)%

(5

)%

Less: Net income attributable

to noncontrolling interest

%

%

Net income attributable to

Northrim BanCorp, Inc.

(5

)%

(6

)%

Earnings per share, basic

(5

)%

(5

)%

Earnings per share, diluted

(5

)%

(5

)%

Efficiency ratio

%

%

Securities and Exchange Commission

October 28, 2016

Page 8

The following tables detail the components of the changes in expenses on the Company’s Consolidated Statement of Income for the year ended December 31, 2015 and the six months ended June 30, 2016:

Table 5

Impact to the Statement of Income for the 2015

As Previously

As

%

(Dollars in

Show Raw Text
CORRESP
1
filename1.htm

		Document

October 28, 2016

VIA EDGAR AND FEDERAL EXPRESS OVERNIGHT

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Attention:

 Stephanie Sullivan

 Michelle Miller

Re:

 Northrim BanCorp, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2015 (the “Report”)

 Filed March 11, 2016

 File No. 000-33501

Northrim BanCorp, Inc., (the “Company”) has reviewed the comment letter from the Division of Corporate Finance of the U.S. Securities and Exchange Commission (the “Staff”) dated August 17, 2016 in which the Staff indicated that the Staff objected to the Company’s view that the contingent payments related to the Company’s acquisition of Residential Mortgage Holding Company, LLC (“RML”) should be accounted for as contingent purchase consideration instead of compensation.

We respectfully submit this analysis in response to your letter dated August 17, 2016, which stated the following:

Staff Comment No. 1: Item 8. Financial Statements and Supplementary Data, Note 2 - Business Combinations, page 70; Residential Mortgage, page 72

We note your responses to prior comment 2 to our letter dated April 29, 2016 and object to your view that the contingent payments related to the acquisition of RML should be accounted for as contingent consideration instead of compensation. Please provide us with your materiality analysis pursuant to ASC 250-10-S99 as of December 31, 2014 and updated through your most recent quarter end that reflects the impact of recognizing the contingent payments as compensation. To the extent you conclude that this error is not material to your historical financial statements, please describe how you plan to correct this error in future filings and describe the types of disclosures you would plan to make.

Response:

Securities and Exchange Commission

October 28, 2016

Page 2

The Company has completed its materiality assessment of the accounting in question.  After considering both quantitative and qualitative factors, the Company has determined that the impact of the change to account for the contingent payments to the sellers of RML as compensation instead of contingent consideration is not material to the Company’s previously issued consolidated financial statements. The Company proposes to correct the accounting for these contingent payments as an out-of period adjustment on a prospective basis in its next interim financial statements included in its Quarterly Report on Form 10-Q for the period ended September 30, 2016.

ASC 250-10-S99 (“SAB 99”) indicates that quantifying, in percentage terms, the magnitude of a misstatement is only the beginning of an analysis of materiality and that it cannot appropriately be used as a substitute for a full analysis of all relevant considerations. SAB 99 also indicates that the formulation of materiality in the accounting literature is in substance identical to the formulation used by the courts in interpreting the federal securities laws. The U.S. Supreme Court has held that a fact is material if there is “a substantial likelihood that the…fact would have been viewed by the reasonable investor as having significantly altered the “total mix” of information made available.” Lastly, specifically the Staff’s interpretive response says that “A matter is ‘material’ if there is a substantial likelihood that a reasonable person would consider it important.”

The SAB 99 analysis herein seeks to apply these criteria. As such, the quantitative and qualitative conclusions made by the Company have been considered both individually and in the aggregate in determining whether or not the items at issue were material to the consolidated financial statements of the Company.

As discussed below, the Company respectfully offers that the impacts of accounting for the contingent payments to the sellers of RML as compensation instead of as contingent consideration on its financial position and operating results for the quarterly, year-to-date, and annual periods since the date of acquisition are not material.

Quantitative Assessment

Impact to historical financial statements

The following tables detail the impact of this change in the Company’s consolidated financial statements, including significant financial ratios, for each quarter since the transaction was completed as of December 1, 2014.

Table 2 below outlines the impact of adjusting the individual line items and the overall Consolidated Balance Sheets of the Company as of the impacted balance sheet dates. While the percentage change in goodwill is 33% and the percentage change in other liabilities is as high as 27%, the Company does not believe that these changes are material because the dollar amount of these changes is not material to the balance sheet overall.  Goodwill, which represents as much as 2% as reported and 1% after the adjustment of total assets, decreases $7.3 million, and other liabilities, which represents as much as 3% of total liabilities and between 1% and 3% after the adjustment, decreases between $5 million and $7.2 million for each relevant period.  Total assets, total liabilities, and total shareholders’ equity all decrease by 1% or less in all periods.

Tables 1 and 4 below show the impact of adjusting the individual line items and the overall Consolidated Statements of Income for the seven quarters affected, the year ended December 31, 2015, and year-to-date through June 30, 2016.  The impact on net income ranges between -1% to 6% in each of the relevant periods.

Table 3 below shows the impact of the adjustments on various financial ratios, and the Company believes

Securities and Exchange Commission

October 28, 2016

Page 3

that these changes are also not material.  Book value per share decreases by less than 1% at each balance sheet date, and regulatory capital ratios increase between 3% and 5% at these dates due to the decrease in goodwill.

Additionally, the change does not affect the amount of the contingent payments and there is no impact to the Company’s total cash flows from operating, investing or financing activities or the liquidity ratios.

Securities and Exchange Commission

October 28, 2016

Page 4

Table 1

 December 31,

 March 31,

 June 30,

 September 30,

 December 31,

 March 31,

 June 30,

(Dollars in Thousands)

 2014

 2015

 2015

 2015

 2015

 2016

 2016

     As Reported:

Net interest income

 $13,924

 $13,632

 $14,195

 $14,682

 $14,400

 $14,174

 $14,079

Provision for loan losses

 500

 326

 376

 676

 376

 703

 200

Other operating income

 9,376

 10,535

 11,563

 12,407

 10,104

 9,105

 11,864

Other operating expense

 13,671

 18,461

 17,753

 18,203

 18,229

 17,371

 19,369

Income before provision

     for income taxes

 9,129

 5,380

 7,629

 8,210

 5,899

 5,205

 6,374

Provision for income taxes

 2,325

 1,747

 2,686

 2,678

 1,673

 1,699

 1,868

Net income

 6,804

 3,633

 4,943

 5,532

 4,226

 3,506

 4,506

Less: Net income attributable

     to noncontrolling interest

 130

 72

 162

 197

 120

 130

 156

Net income attributable to

     Northrim BanCorp, Inc.

 $6,674

 $3,561

 $4,781

 $5,335

 $4,106

 $3,376

 $4,350

Earnings per share, basic

 $0.98

 $0.52

 $0.70

 $0.78

 $0.60

 $0.49

 $0.63

Earnings per share, diluted

 $0.97

 $0.51

 $0.69

 $0.77

 $0.59

 $0.48

 $0.63

     Revised:

Net interest income

 $13,924

 $13,632

 $14,195

 $14,682

 $14,400

 $14,174

 $14,079

Provision for loan losses

 500

 326

 376

 676

 376

 703

 200

Other operating income

 9,376

 10,535

 11,563

 12,407

 10,104

 9,105

 11,864

Other operating expense

 13,799

 18,813

 18,113

 18,563

 18,589

 17,732

 19,730

Income before provision

     for income taxes

 9,001

 5,028

 7,269

 7,850

 5,539

 4,844

 6,013

Provision for income taxes

 2,272

 1,602

 2,538

 2,530

 1,525

 1,551

 1,720

Net income

 6,729

 3,426

 4,731

 5,320

 4,014

 3,293

 4,293

Less: Net income attributable

     to noncontrolling interest

 130

 72

 162

 197

 120

 130

 156

Net income attributable to

     Northrim BanCorp, Inc.

 $6,599

 $3,354

 $4,569

 $5,123

 $3,894

 $3,163

 $4,137

Earnings per share, basic

 $0.97

 $0.49

 $0.67

 $0.75

 $0.57

 $0.46

 $0.60

Earnings per share, diluted

 $0.96

 $0.48

 $0.66

 $0.74

 $0.56

 $0.45

 $0.60

      %Change:

Net interest income

 0%

 0%

 0%

 —%

 —%

 —%

 —%

Provision for loan losses

 0%

 0%

 0%

 —%

 —%

 —%

 —%

Other operating income

 0%

 0%

 0%

 —%

 —%

 —%

 —%

Other operating expense

 1%

 2%

 2%

 2%

 2%

 2%

 2%

Income before provision

     for income taxes

 -1%

 -7%

 -5%

 (4)%

 (6)%

 (7)%

 (6)%

Provision for income taxes

 -2%

 -8%

 -6%

 (6)%

 (9)%

 (9)%

 (8)%

Net income

 -1%

 -6%

 -4%

 (4)%

 (5)%

 (6)%

 (5)%

Less: Net income attributable

     to noncontrolling interest

 0%

 0%

 0%

 —%

 —%

 —%

 —%

Net income attributable to

     Northrim BanCorp, Inc.

 -1%

 -6%

 -4%

 (4)%

 (5)%

 (6)%

 (5)%

Earnings per share, basic

 -1%

 -6%

 -4%

 (4)%

 (5)%

 (6)%

 (5)%

Earnings per share, diluted

 -1%

 -6%

 -4%

 (4)%

 (5)%

 (6)%

 (5)%

Securities and Exchange Commission

October 28, 2016

Page 5

Table 2

 December 31,

 March 31,

 June 30,

 September 30,

 December 31,

 March 31,

 June 30,

(Dollars in Thousands)

 2014

 2015

 2015

 2015

 2015

 2016

 2016

     As Reported:

Goodwill

 22,334

 22,334

 22,334

 22,334

 22,334

 22,334

 22,334

     Total assets

 1,449,349

 1,447,984

 1,500,331

 1,539,253

 1,499,492

 1,500,199

 1,518,370

Other liabilities

 40,456

 30,640

 31,770

 34,569

 29,388

 20,602

 29,748

     Total liabilities

 1,284,908

 1,280,600

 1,329,249

 1,363,917

 1,322,278

 1,319,801

 1,334,405

Retained earnings

 95,493

 97,809

 101,343

 105,363

 108,150

 110,209

 113,238

    Total shareholders' equity

 164,441

 167,384

 171,082

 175,336

 177,214

 180,398

 183,965

     Total liabilities and

    shareholders' equity

 1,449,349

 1,447,984

 1,500,331

 1,539,253

 1,499,492

 1,500,199

 1,518,370

     Revised:

Goodwill

 15,017

 15,017

 15,017

 15,017

 15,017

 15,017

 15,017

     Total assets

 1,442,032

 1,440,667

 1,493,014

 1,531,936

 1,492,175

 1,492,882

 1,511,053

Other liabilities

 33,214

 23,606

 24,948

 27,959

 22,990

 14,416

 23,775

     Total liabilities

 1,277,666

 1,273,566

 1,322,427

 1,357,307

 1,315,880

 1,313,615

 1,328,432

Retained earnings

 95,418

 97,526

 100,848

 104,656

 107,231

 109,078

 111,894

    Total shareholders' equity

 164,366

 167,101

 170,587

 174,629

 176,295

 179,267

 182,621

     Total liabilities and

    shareholders' equity

 1,442,032

 1,440,667

 1,493,014

 1,531,936

 1,492,175

 1,492,882

 1,511,053

     % Change:

Goodwill

 (33

 )%

 (33

 )%

 (33

 )%

 (33

 )%

 (33

 )%

 (33

 )%

 (33

 )%

     Total assets

 (1

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

Other liabilities

 (18

 )%

 (23

 )%

 (21

 )%

 (19

 )%

 (22

 )%

 (30

 )%

 (20

 )%

     Total liabilities

 (1

 )%

 (1

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.4

 )%

Retained earnings

 (0.1

 )%

 (0.3

 )%

 (0.5

 )%

 (1

 )%

 (1

 )%

 (1

 )%

 (1

 )%

    Total shareholders' equity

 —

  %

 (0.2

 )%

 (0.3

 )%

 (0.4

 )%

 (0.5

 )%

 (1

 )%

 (1

 )%

     Total liabilities and

    shareholders' equity

 (1

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

 (0.5

 )%

Securities and Exchange Commission

October 28, 2016

Page 6

Table 3

 December 31,

 March 31,

 June 30,

 September 30,

 December 31,

 March 31,

 June 30,

 2014

 2015

 2015

 2015

 2015

 2016

 2016

     As Reported:

Efficiency ratio

 58.4

 %

 76.1

  %

 68.6

  %

 66.9

  %

 74.2

  %

 74.5

  %

 74.5

  %

Book value / share

 $23.99

 $24.42

 $24.96

 $25.56

 $25.77

 $26.23

 $26.75

Tier 1 Capital / Risk Adjusted Assets

 13.1

 %

 12.7

  %

 12.7

  %

 13

  %

 13.3

  %

 13.7

  %

 13.9

  %

Total 1 Capital / Risk Adjusted Assets

 14.3

 %

 14

  %

 13.9

  %

 14.3

  %

 14.6

  %

 14.9

  %

 15.1

  %

Tier 1 Capital / Average Assets

 11.2

 %

 10.4

  %

 10.3

  %

 10.2

  %

 10

  %

 11.9

  %

 12.1

  %

     Revised:

Efficiency ratio

 58.9

 %

 77.5

  %

 70

  %

 68.3

  %

 75.7

  %

 76

  %

 75.9

  %

Book value / share

 $23.98

 $24.38

 $24.89

 $25.46

 $25.63

 $26.07

 $26.55

Tier 1 Capital / Risk Adjusted Assets

 13.7

 %

 13.3

  %

 13.2

  %

 13.5

  %

 13.9

  %

 14.2

  %

 14.3

  %

Total 1 Capital / Risk Adjusted Assets

 15.0

 %

 14.5

  %

 14.5

  %

 14.8

  %

 15.1

  %

 15.4

  %

 15.6

  %

Tier 1 Capital / Average Assets

 11.8

 %

 10.9

  %

 10.7

  %

 10.7

  %

 10.5

  %

 12.3

  %

 12.5

  %

     % Change:

Efficiency ratio

 1

 %

 2

  %

 2

  %

 2

  %

 2

  %

 2

  %

 2

  %

Book value / share

 0.0

 %

 (0.2

 )%

 (0.3

 )%

 (0.4

 )%

 (0.5

 )%

 (0.6

 )%

 (0.7

 )%

Tier 1 Capital / Risk Adjusted Assets

 5

 %

 4

  %

 4

  %

 4

  %

 4

  %

 4

  %

 3

  %

Total 1 Capital / Risk Adjusted Assets

 5

 %

 4

  %

 4

  %

 4

  %

 3

  %

 3

  %

 3

  %

Tier 1 Capital / Average Assets

 5

 %

 5

  %

 5

  %

 5

  %

 4

  %

 4

  %

 3

  %

Securities and Exchange Commission

October 28, 2016

Page 7

The following table details the impact of this change in the Company’s consolidated financial statements for the year ended December 31, 2015 and year-to-date through June 30, 2016:

Table 4

 Year Ended

 Six Months Ended

 December 31,

  June 30,

(Dollars in thousands)

 2015

 2016

   As Reported:

Net interest income

 56,909

 28,253

Provision for loan losses

 1,754

 903

Other operating income

 44,609

 20,969

Other operating expense

 72,646

 36,740

Income before provision

     for income taxes

 27,118

 11,579

Provision for income taxes

 8,784

 3,567

Net income

 18,334

 8,012

Less: Net income attributable

     to noncontrolling interest

 551

 286

Net income attributable to

     Northrim BanCorp, Inc.

 17,783

 7,726

Earnings per share, basic

 $2.59

 $1.12

Earnings per share, diluted

 $2.56

 $1.12

Efficiency ratio

 71.3

  %

 74.5

  %

   Revised:

Net interest income

 56,909

 28,253

Provision for loan losses

 1,754

 903

Other operating income

 44,609

 20,969

Other operating expense

 74,078

 37,462

Income before provision

     for income taxes

 25,686

 10,857

Provision for income taxes

 8,195

 3,270

Net income

 17,491

 7,587

Less: Net income attributable

     to noncontrolling interest

 551

 286

Net income attributable to

     Northrim BanCorp, Inc.

 16,940

 7,301

Earnings per share, basic

 $2.47

 $1.06

Earnings per share, diluted

 $2.44

 $1.06

Efficiency ratio

 72.7

  %

 76.0

  %

   % Change:

Net interest income

 0

  %

 0

  %

Provision for loan losses

 0

  %

 0

  %

Other operating income

 0

  %

 0

  %

Other operating expense

 2

  %

 2

  %

Income before provision

     for income taxes

 (5

 )%

 (6

 )%

Provision for income taxes

 (7

 )%

 (8

 )%

Net income

 (5

 )%

 (5

 )%

Less: Net income attributable

     to noncontrolling interest

 0

  %

 0

  %

Net income attributable to

     Northrim BanCorp, Inc.

 (5

 )%

 (6

 )%

Earnings per share, basic

 (5

 )%

 (5

 )%

Earnings per share, diluted

 (5

 )%

 (5

 )%

Efficiency ratio

 2

  %

 2

  %

Securities and Exchange Commission

October 28, 2016

Page 8

The following tables detail the components of the changes in expenses on the Company’s Consolidated Statement of Income for the year ended December 31, 2015 and the six months ended June 30, 2016:

Table 5

Impact to the Statement of Income for the 2015

 As Previously

 As

 %

(Dollars in