Business Combinations (Tables)

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combination

A summary of the net assets acquired and the estimated fair value adjustments are presented below:


(In Thousands)			October 31, 2024

Cost basis net assets			$29,638
Cash payment made			(47,855)
Pre-existing debt effectively settled			(12,000)
Fair value adjustments:
Net loans			(1,260)
Net purchased receivables			(3,524)
Goodwill			($35,001)

Business Combination, Recognized Asset Acquired and Liability Assumed

A summary of the assets acquired and liabilities assumed at their estimated fair values are presented below:


(In Thousands)			October 31, 2024

Assets Acquired:
Cash and equivalents			$7,197
Loans, net			9,158
Purchased receivables, net			48,034
Premises and equipment, net			54
Right-of-use assets			44
Other assets			1,642
Total assets acquired			$66,129

Liabilities Assumed:
Borrowings			$40,207
Lease liability			47
Other liabilities			1,021
Total liabilities assumed			$41,275

Financing Receivable, Purchased With Credit Deterioration

The following table presents PCD loan and purchased receivable activity at the date of acquisition:


(In Thousands)	Loans	Purchased Receivables
Unpaid principal balance	$10,418	$51,558
ACL at acquisition	(1,260)	(3,524)
Total	$9,158	$48,034

Business Combination, Pro Forma Information

The following table presents unaudited pro forma results of operations for the years ended December 31, 2024 and 2023 as if the acquisition of SCF had occurred on January 1, 2023. The proforma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2023, primarily due to the Company's lower cost of funding as compared to SCF.


(In Thousands, except per share data)	December 31, 2024
	(Unaudited)
	Company	SCF1	Pro Forma Adjustments2	Pro Forma Combined
Net interest and other income	$155,224	$12,900		$168,124
Net income	36,971	4,224	(1,201)	39,994
Earnings Per Share, Basic	$1.68			$1.82
Earnings Per Share, Diluted	$1.66			$1.79
Weighted Average Shares Outstanding, Basic	22,011,188			22,011,188
Weighted Average Shares Outstanding, Diluted	22,335,932			22,335,932

	December 31, 2023
	(Unaudited)
Net interest and other income	$129,631	$15,399		$145,030
Net income	25,394	7,258	(2,063)	30,589
Earnings Per Share, Basic	$1.13			$1.37
Earnings Per Share, Diluted	$1.12			$1.35
Weighted Average Shares Outstanding, Basic	22,405,884			22,405,884
Weighted Average Shares Outstanding, Diluted	22,645,840			22,645,840

1SCF represents results from January 1 to October 31 for 2024 and represents results from January 1 to December 31, for 2023.

2Proforma adjustments include a provision for income taxes using the Company's statutory rate.

- Definition

Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

+ References + Details

NORTHRIM BANCORP INC 10-K