Filed by Northrim BanCorp, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Alaska Pacific Bancshares, Inc.
Commission File No.: 000-26003
The following document is filed herewith pursuant to Rule 425 under the Securities Act of 1933:
| Investor presentation made by Northrim BanCorp, Inc. on February 5, 2014. |
This communication contains forward-looking statements that are subject to risks and uncertainties. All statements, other than statements of historical fact, regarding the financial position, business strategy and respective managements plans and objectives for future operations of each of Northrim BanCorp, Inc. (Northrim) and Alaska Pacific Bancshares, Inc. (Alaska Pacific) are forward-looking statements. Readers should not place undue reliance on forward-looking statements, which reflect managements views only as of the date hereof. When used in this communication, the words anticipate, believe, estimate, expect, and intend and words or phrases of similar meaning, as they relate to Northrim, Northrims management, Alaska Pacific, or Alaska Pacifics management are intended to help identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe that managements respective expectations as reflected in forward-looking statements are reasonable, we cannot assure readers that those expectations will prove to be correct. Forward-looking statements are subject to various risks and uncertainties that may cause actual results to differ materially and adversely from expectations as indicated in the forward-looking statements. These risks and uncertainties include: expected cost savings, synergies and other financial benefits from the proposed merger with Alaska Pacific might not be realized within the expected time frames and costs or difficulties relating to integration matters might be greater than expected; the requisite shareholder and regulatory approvals for the proposed merger might not be obtained; and the ability of Northrim and Alaska Pacific to execute their respective business plans (including the proposed merger). Further, actual results may be affected by the ability to compete 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 the cost of funds and return on assets. In addition, there are risks inherent in the banking industry relating to collectibility 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 in other filings of Northrim and Alaska Pacific made with the Securities and Exchange Commission (the SEC). 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. These forward-looking statements
are made only as of the date of this current report, and neither Northrim nor Alaska Pacific undertakes an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this current communication.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication relates to a transaction which is subject to a registration statement filed with the SEC. In connection with the proposed merger transaction, Northrim has filed with the SEC a registration statement on Form S-4 (File No. 333-192718) that includes a proxy statement of Alaska Pacific, and a prospectus of Northrim, as well as other relevant documents concerning the proposed merger transaction. Alaska Pacific has mailed the proxy statement to its shareholders on or about February 3, 2014. This communication is not a substitute for the registration statement Northrim has filed with the SEC regarding the proposed merger transaction or for any other document Northrim may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION. Such documents are available free of charge through the website maintained by the SEC at www.sec.gov or by calling the SEC at telephone number 800-SEC-0330. The proxy statement/prospectus and other material documents related to the proposed merger transaction may also be obtained for free on Northrims website at www.northrim.com.
Northrim and Alaska Pacific and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Alaska Pacific in connection with the proposed merger. Information about the directors and executive officers of Northrim is set forth in the proxy statement for Northrims 2013 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 15, 2013. Information about the directors and executive officers of Alaska Pacific is set forth in the proxy statement for Alaska Pacifics 2013 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on April 9, 2013. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the above referenced proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.
NORTHRIM BANCORP, INC.
NASDAQ: NRIM
JANUARY 2014 |
This
presentation contains forward-looking statements that are subject to
risks and uncertainties. All statements, other than statements of historical fact,
regarding the financial position, business strategy and respective managements
plans
and
objectives
for
future
operations
of
each
of
Northrim
BanCorp,
Inc.
(Northrim)
and
Alaska
Pacific
Bancshares,
Inc.
(Alaska
Pacific)
are
forward-looking
statements.
Readers
should
not
place
undue
reliance
on
forward-looking statements, which reflect managements views only as of the date
hereof. When used in this
presentation, the words anticipate,
believe,
estimate,
expect,
and intend
and words or phrases of similar
meaning, as they relate to Northrim, Northrims management, Alaska Pacific, or Alaska
Pacifics management are intended to help identify forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Although we believe that managements respective expectations as reflected
in forward-looking statements are reasonable, we cannot assure readers that those
expectations will prove to be correct.
Forward-looking statements
are subject to various risks and uncertainties that may cause actual results to differ
materially and adversely from expectations as indicated in the forward-looking
statements. These risks and uncertainties include: expected cost
savings, synergies and other financial benefits from the proposed merger with Alaska Pacific
might not be realized within the expected time frames and costs or difficulties
relating to integration matters might be greater than expected; the requisite
shareholder and regulatory approvals for the proposed merger might not be obtained; and the ability of
Northrim and Alaska Pacific to execute their respective business
plans (including the proposed merger).
Further, actual
results may be affected by the ability to compete 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 the cost of funds and return on
assets.
In addition, there are risks inherent in the banking industry relating to collectibility 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 in the Risk Factors
section of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2012, and from time to time are disclosed in our other 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. These forward-looking
statements are made only as of the date of this presentation, and Northrim undertakes no
obligation to release revisions to these forward-looking statements to reflect
events or conditions after the date of this presentation. FORWARD LOOKING
STATEMENTS |
Price @
January 21, 2014 $25.62
Market Cap @ January 21, 2014
$168M
Net Interest Margin Q4 2013
4.24%
Tangible Book Value Q4 2013
$20.83
Price/Tangible Book
1.23x
EPS (ttm)
$1.87
P/E Ratio
13.7x
Dividend Yield
2.65%
NORTHRIM: SOLID VALUE |
Q4 net
income $2.6
million
2013 income
$12.3 million
$-
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
Net Income
NORTHRIM: STRONG PERFORMANCE |
Opened for
business;
original
offering
$8.2 million
Invested in
startup of
Residential
Mortgage
Invested in
Elliott Cove
Capital
Management
Invested
in
Northrim
Benefits
Group
Acquired
Alaska First
Bank &
Trust
Invested
in Elliott
Cove
Insurance
Company
First
Alaska
bank to
launch a
website
Acquired
eight Bank
of America
branches
Established
Northrim
Funding
Services
Invested in
Pacific
Wealth
Advisors
Total
assets
crossed the
$1 billion
mark
Affiliate
Northrim
Benefits
Group
established
Enroll
Alaska;
Announced
merger with
Alaska
Pacific Bank
1990
1995
1998
1999
2002
2004
2005
2006
2007
2008
2011
2013
NORTHRIM HISTORY |
Northrims
original strategies, and our execution, continue to serve us
well today
Strong balance sheet
Solid net interest margin
Focus on asset quality
Diversified income sources
Strategic Investments
Leadership to build Alaskas
economy
STRATEGIES FOR SUCCESS |
15.24%
15.33%
16.46%
16.60%
16.61%
0.00%
2.00%
4.00%
6.00%
8.00%
10.00%
12.00%
14.00%
16.00%
18.00%
20.00%
Q4 2009
Q4 2010
Q4 2011
Q4 2012
Q4 2013
NRIM
Well Capitalized
STRONG BALANCE SHEET:
TOTAL CAPITAL RATIO |
12/31/1990
$7.5 million
Capital Raises:
1990: $ 9.3 million
1992: $ 1.6 million
1993: $ 6.0 million
1999: $20.3 million
-
20,000,000
40,000,000
60,000,000
80,000,000
100,000,000
120,000,000
140,000,000
160,000,000
1990
1995
2000
2005
2010
Total Shareholders' Equity
12/31/2013
$144.3 million
NORTHRIM BANCORP, INC.: A HISTORY OF
INCREASING SHAREHOLDER VALUE
CAGR 13.72% |
As of
12/31/13 YTD Average Cost of
Deposits: 0.20%
Demand, 36%
Interest-
bearing
demand, 14%
Savings, 10%
Alaska CD,
11%
Money Market,
20%
CDs over
$100,000, 5%
CDs under
$100,000, 4%
CORE DEPOSITS |
As of
12/31/13 YTD Average
Yield on Loans:
5.81%
Owner
Occupied CRE
12%
Non-owner
Occupied CRE
37%
Commercial
39%
Construction
8%
Consumer
4%
LOAN PORTFOLIO |
$629,664
$671,644
$721,609
$718,157
$754,355
$770,016
$0
$100,000
$200,000
$300,000
$400,000
$500,000
$600,000
$700,000
$800,000
$900,000
Q3 -
11
Q3 -
12
Q1-13
Q2
Q3
Q4
Portfolio Loans
LOAN VOLUME |
1.25%
1.16%
0.94%
0.78%
0.77%
0.70%
0.56%
0.35%
$0
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
Q1-12
Q2
Q3
Q4
Q1-13
Q2
Q3
Q4
NPA
NPA/Assets
FOCUS ON ASSET QUALITY:
NONPERFORMING ASSETS |
Net Interest
Income
80%
Other Income
20%
Quarter ended 12/31/13
HIGH NON INTEREST INCOME |
Purchased
Receivable Income
Benefit Plan Income
Deposit Service Charges
Electronic Banking Income
Residential Mortgage
Gain on Sale of Securities
Other Income
22%
18%
16%
17%
9%
3%
15%
DIVERSIFIED OTHER OPERATING INCOME
YTD 9/30/13 |
AFFILIATES AND DIVERSIFICATION |
Petroleum
31%
Federal
35%
All Other
34%
Source: Alaska Institute of Social
and Economic Research, 2010
ALASKAS RESOURCE-BASED ECONOMY |
LEADERSHIP TO BUILD ALASKAS
ECONOMY |
Overview
Headquarters: Juneau, Alaska
Branches:
5
Date Established: 1935
Balance Sheet (September 30, 2013)
Assets
$183,054,000
Total Deposits $161,281,000
Loans held for sale
Portfolio loans
$150,292,000
Allowance for loan losses
$ 1,942,000
$ 16,049,000
Net Loans
$148,350,000
$ 20,811,000
YTD Sept 30, 2013
LTM Sept 30, 2013
ROAA
0.21%
0.34%
ROAE
1.80%
2.90%
Net interest
margin 4.56%
4.60%
Efficiency
ratio
86.85%
85.97%
(1)
TARP will be repaid prior to closing the transaction.
OVERVIEW OF ALASKA PACIFIC BANCSHARES, INC.
(OTCQB: AKPB)
Common Equity
Total Equity
$ 105,000
$
4,762,000
(1)
Preferred
Equity/TARP |
NORTHRIMS
ALASKA
FOOTPRINT,
POST
ACQUISITION |
Photo courtesy
of Joe Beedle: Juneau, Alaska Marine Highway SOUTHEAST ALASKA
|
Southeast
Alaska- Based Banking
Company
Founded in 1935
Photo courtesy of Joe Beedle:
John OConnell Bridge and Mount
Edgecumbe, Sitka Alaska
Population in Southeast Alaska reached a new record of 74,423 in
2012 and between 2010 and 2012 was the fastest-growing region
of the state with a population gain of 2,800.
The regional labor force increased by 1,800 and total labor force
reached 46,000.
The 2013 salmon season has turned out to be the best ever for
Southeast Alaska in terms of harvests.
Tourism has increased after recession-caused dips in 2010-2011.
And while there were some job losses in government and retail in
Juneau, total wages remained up.
Mining is doing well, with the Kensington gold mine on Berners
Bay producing at expected levels and output up sharply at the
Greens Creek multi-metals mine on northern Admiralty Island,
both near Juneau.
SOUTHEAST ALASKA
Creates a significant community banking presence for Northrim in
Southeast Alaska
|
Financially
Attractive
Opportunity for significant operational efficiencies and cost synergies
Accretive to earnings within one year with cost save assumptions
(1)
Attractive tangible book value payback period
Strong IRR (>12%)
(1)
Excludes impact of transaction costs as they are factored into tangible book value
dilution
Photo courtesy of Joe Beedle
Opportunities for
Additional Growth
Penetration into a
diverse market
New product
offerings and
higher lending
limits to existing
Alaska Pacific
customers
Affiliates
opportunities
SOUTHEAST ALASKA |
|
QUESTIONS? |