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 management’s 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 management’s 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, Northrim’s management, Alaska Pacific, or Alaska Pacific’s 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 management’s 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 Northrim’s 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 Northrim’s 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 Pacific’s 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 management’s 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 management’s 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, Northrim’s management, Alaska Pacific, or Alaska Pacific’s 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 management’s 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 |
 Northrim’s 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 Alaska’s 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 ALASKA’S RESOURCE-BASED ECONOMY |
 LEADERSHIP TO BUILD ALASKA’S 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 |
 NORTHRIM’S 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 O’Connell 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 Berner’s 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 |
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 QUESTIONS? |