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Form 8-K BANNER CORP For: Oct 22

October 22, 2014 4:42 PM EDT
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 22, 2014
Banner Corporation
(Exact name of registrant as specified in its charter)
���Washington
����0-26584
��91-1691604�
(State or other jurisdiction
�(Commission
(I.R.S. Employer
of incorporation)
�File Number)
Identification No.)
10 S. First Avenue, Walla Walla, Washington�������������������������������������������������������������������������������������
��99362
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number (including area code)��(509) 527-3636
Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 2.02��Results of Operations and Financial Condition

On October 22, 2014, Banner Corporation issued its earnings release for the quarter ended September 30, 2014.��A copy of the earnings release is furnished herewith as Exhibit 99.1, which is incorporated herein by reference.

Item 9.01��Financial Statements and Exhibits

(d)�����������Exhibits

The following exhibit is being furnished herewith and this list shall constitute the exhibit index:

99.1�����������Press Release of Banner Corporation dated October 22, 2014.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

BANNER CORPORATION
Date: October 22, 2014
By: /s/Lloyd W. Baker��������������������������������������������
�����Lloyd W. Baker
�����Executive Vice President and
�������Chief Financial Officer




Exhibit 99.1
Contact:�Mark J. Grescovich,
President & CEO
Lloyd W. Baker, CFO
(509) 527-3636
News Release


Banner Corporation Earns $14.8 Million, or $0.76 Per Diluted Share, in Third Quarter 2014;
Third Quarter Highlighted by Strong Revenue Generation, Loan and Deposit Growth

Walla Walla, WA - October 22, 2014 - Banner Corporation (NASDAQ GSM: BANR), the parent company of Banner Bank and Islanders Bank, today reported net income in the third quarter of 2014 increased 27% to $14.8 million, or $0.76 per diluted share, compared to $11.7 million, or $0.60 per diluted share, for the third quarter a year ago.��In the preceding quarter, net income was $17.0 million, or $0.88 per diluted share, which was augmented by a bargain purchase gain related to the acquisition of six branches in Oregon, which net of related expenses added $0.23 to earnings per share.��In the first nine months of 2014, net income increased 21% to $42.4 million, or $2.19 per diluted share, compared to $35.0 million, or $1.80 per diluted share, in the first nine months of 2013.
Our third quarter results again reflect record revenue generation from core operations*, driven by balance sheet growth, client acquisition and improved mortgage banking activity, as we continue to successfully execute our strategies designed to deliver sustainable profitability to our shareholders, said Mark J. Grescovich, President and Chief Executive Officer.��In the third quarter, we achieved additional loan growth and significantly increased core deposits while maintaining strong margins and excellent asset quality, which resulted in a substantial increase in net interest income.��We also achieved meaningful increases in revenues from deposit fees and service charges as well as from mortgage banking.
Throughout 2014 we have continued to invest in our franchise, Grescovich continued.��In August, we announced the signing of a definitive merger agreement between Banner and Siuslaw Financial Group, the holding company for Siuslaw Bank.��This transaction presents a unique opportunity for us to expand our presence in Oregon, including our entry into Eugene which is the second largest metropolitan market in the state.��Closing this acquisition is subject to approval of Siuslaw shareholders and the regulatory agencies as well as other customary closing conditions.��During the second quarter we completed the purchase of six branches from Umpqua Bank, which also added to our presence in Oregon and contributed to our strong third quarter results.��We will continue to look for strategic growth opportunities, both organic and through acquisitions, that will complement our business model and add to our revenue generation.
Third Quarter 2014 Highlights (compared to third quarter 2013, except as noted)
"��
Net income increased 27% to $14.8 million, or $0.76 per diluted share, compared to $11.7 million, or $0.60 per diluted share in the third quarter of 2013.
"��
Annualized return on average assets was 1.23%.
"��
Annualized return on average equity was 10.29%.
"��
Revenues from core operations* increased 13% to $59.0 million, compared to $52.4 million in the third quarter a year ago.
"��
Net interest margin was 4.07% for the current quarter, compared to 4.06% in the second quarter of 2014 and 4.09% in the third quarter a year ago.
"��
Core deposits increased 19% and represent 79% of total deposits.
"��
Deposit fees and other service charges increased 19% to $8.3 million.
"��
Total loans increased $44.1 million during the quarter and increased 16% compared to a year ago.
"��
Non-performing assets decreased slightly compared to the prior quarter to $23.8 million, or 0.50% of total assets, at September 30, 2014, and declined 20% from a year earlier.
"��
Common stockholders' tangible equity per share* increased to $29.16 at September 30, 2014 compared to $28.57 in the preceding quarter and $27.02 in the third quarter a year ago.
"��
The ratio of tangible common stockholders' equity to tangible assets* remained strong at 12.00% at September 30, 2014.

*Revenues from core operations and other operating income from core operations (both of which exclude acquisition bargain purchase gain, gain on sale of securities, fair value and other-than-temporary impairment (OTTI) adjustments) and references to tangible equity

BANR - Third Quarter 2014 Results
October 22, 2014
Page 2
�per share and the ratio of tangible common equity to tangible assets (both of which exclude other intangible assets) represent non-GAAP (Generally Accepted Accounting Principles) financial measures.��Management has presented these non-GAAP financial measures in this earnings release because it believes that they provide useful and comparative information to assess trends in Banner's core operations reflected in the current quarter's results and facilitate the comparison of our performance with the performance of our peers.��Where applicable, comparable earnings information using GAAP financial measures is also presented.��See also Non-GAAP Financial Measures reconciliation tables on the final page of this press release.

Income Statement Review
Reflecting strong balance sheet growth, Banners third quarter net interest income, before the provision for loan losses, increased 7% to $47.1 million, compared to $43.8 million in the preceding quarter and increased 12% compared to $41.9 million in the third quarter a year ago.��For the first nine months of 2014, net interest income increased 6% to $133.2 million, compared to $125.1 million in the first nine months of 2013.
Our solid third quarter net interest margin was a result of our improved earning asset mix and reduced cost of funds, which generally offset the continuing downward pressure on loan yields, said Grescovich.��Banner's net interest margin was 4.07% for the third quarter of 2014, compared to 4.06% in the preceding quarter and 4.09% in the third quarter a year ago.��In the first nine months of the year, Banners net interest margin was 4.07% compared to 4.15% for the same period a year earlier.
Earning asset yields remained unchanged compared to the preceding quarter but decreased nine basis points from the third quarter a year ago.��Loan yields decreased by two basis points compared to the preceding quarter and were 25 basis points lower than the third quarter a year ago.��Deposit costs decreased by two basis points in the third quarter compared to the preceding quarter and decreased by seven basis points compared to the third quarter a year ago.��The total cost of funds decreased by three basis points in the third quarter compared to the preceding quarter and eight basis points compared to the third quarter a year ago.
Banners mortgage banking activities further improved during the third quarter of 2014, reflecting a strong home purchase market and our increased market presence.��While the mortgage refinance market is slower than the elevated pace in certain prior periods, including the first six months of 2013, our originations for home purchases have continued to increase in recent periods reflecting our increased investment in this business line," said Grescovich.��Mortgage banking operations contributed $2.8 million to third quarter revenues compared to $2.6 million in both the preceding quarter and the third quarter of 2013.��In the first nine months of the year, mortgage banking operations contributed $7.3 million to revenues, compared to $9.0 million in the first nine months of 2013.
Deposit fees and other service charges were $8.3 million in the third quarter of 2014, a 13% increase compared to $7.3 million in the preceding quarter and a 19% increase compared to $7.0 million in the third quarter a year ago.��These increases reflect growth in the number of deposit accounts, increased transaction activity and our decision to change our debit card relationship to MasterCard.��The current quarter also included a $560,000 adjustment related to the under-accrual of interchange revenue in prior periods. In the first nine months of 2014, deposit fees and other service charges increased 12% to $22.2 million, compared to $19.9 million in the first nine months of 2013.
Revenues from core operations* (revenues excluding the bargain purchase gain, net gain on the sale of securities, other-than temporary impairment recovery and net change in valuation of financial instruments) were $59.0 million in the third quarter compared to $54.4 million in the preceding quarter and $52.4 million in the third quarter of 2013.��In the first nine months of 2014, revenues from core operations* were $164.8 million, compared to $156.4 million in the first nine months of 2013.��Total revenues were $60.4 million and $175.6 million for the quarter and nine-month period ended September 30, 2014, respectively, compared to $52.0 million and $155.9 million for the quarter and nine-month period ended September 30, 2013, respectively.
Banners third quarter 2014 results included a $1.5 million net gain for fair value adjustments as a result of changes in the valuation of financial instruments carried at fair value and a $6,000 gain on sale of securities.��In the preceding quarter, Banner's results included a $9.1 million acquisition bargain purchase gain based upon preliminary estimates of the fair value of the assets acquired and liabilities assumed as a result of the completed purchase of six branches from Umpqua Bank, as successor to Sterling Savings Bank, as well as a $464,000 net gain for fair value adjustments.��In the third quarter of 2013, Banner recorded a net loss of $352,000 for fair value adjustments and a $2,000 gain on sale of securities.
Total other operating income, which includes the net gain on sale of securities, changes in the valuation of financial instruments and, in the previous quarter and year-to-date period, the bargain purchase gain, was $13.4 million in the third quarter of 2014, compared to $20.1 million in the second quarter of 2014 and $10.1 million in the third quarter a year ago.��Year-to-date total other operating income was $42.3 million compared to $30.8 million in the first nine months of 2013.��Other operating income from core operations,* which excludes the gain on sale of securities, net changes in the valuation of financial instruments and, in the previous quarter and year-to-date, the bargain purchase gain, was $11.9 million for the third quarter of 2014, compared to $10.6 million for the preceding

BANR - Third Quarter 2014 Results
October 22, 2014
Page 3
quarter and $10.5 million for the third quarter a year ago.��In the first nine months of 2014, other operating income from core operations* was $31.6 million compared to $31.3 million in the first nine months of 2013.
Banners total other operating expenses (non-interest expenses) were $38.5 million in the third quarter of 2014, compared to $38.4 million in the preceding quarter and $34.5 million in the third quarter of 2013. Year-to-date, Banners operating expenses were $112.5 million compared to $104.0 million in the first nine months of 2013. The increase in operating expenses is largely attributable to acquisition-related costs and incremental costs associated with operating the acquired branches as well as generally increased compensation expenses.
For the third quarter of 2014, Banner recorded $7.1 million in state and federal income tax expense for an effective tax rate of 32.3%, which reflects normal marginal tax rates reduced by the impact of tax-exempt income and certain tax credits.
Credit Quality
Banners third quarter of 2014 credit quality metrics again clearly reflect our moderate risk profile.��Our non-performing assets declined 2% compared to the second quarter of 2014, and 20% compared to September 30, 2013, said Grescovich.��Additionally, our reserve levels remain substantial and no provision for loan losses was required during the third quarter despite continued loan growth.
Banner's allowance for loan losses was $74.3 million at September 30, 2014, or 1.95% of total loans outstanding and 376% of non-performing loans.��Banner had net recoveries of $21,000 in the third quarter, compared to net charge-offs of $61,000 in the second quarter, and net charge-offs of $196,000 in the third quarter a year ago.��Banner did not record a provision for loan losses for the third quarter of 2014 or for either the preceding or year-ago quarter.
Non-performing loans were $19.8 million at September 30, 2014, compared to $19.7 million at June 30, 2014 and $24.9 million at September 30, 2013.��REO and repossessed assets decreased to $4.0 million at September 30, 2014, compared to $4.5 million at June 30, 2014 and $4.9 million a year ago.
Banner's non-performing assets decreased to 0.50% of total assets at September 30, 2014, compared to 0.51% at June 30, 2014 and 0.70% a year ago.��Non-performing assets declined to $23.8 million at September 30, 2014, compared to $24.2 million at June 30, 2014 and $29.8 million a year ago.
Balance Sheet Review
Banner had another strong quarter for loan production and we continue to see significant potential for growth in our loan origination pipelines, said Grescovich.
Net loans were $3.73 billion at September 30, 2014, compared to $3.69 billion at June 30, 2014, and $3.20 billion a year ago.��Commercial real estate and multifamily real estate loans increased 3% to $1.58 billion at September 30, 2014, compared to $1.54 billion at June 30, 2014, and increased 26% compared to $1.26 billion a year ago.��Commercial and agricultural business loans declined slightly to $969.1 million at September 30, 2014, compared to $980.9 million three months earlier, but increased 13% compared to $858.8 million a year ago.��Total construction and land and land development loans increased 9% to $381.5 million at September 30, 2014, compared to $349.6 million at June 30, 2014, and increased 14 % compared to $333.6 million a year earlier.
Total assets increased slightly to $4.76 billion at September 30, 2014, compared to $4.75 billion at June 30, 2014 and increased 11% compared to $4.28 billion a year ago.��The total of securities and interest-bearing deposits held at other banks was $700.6 million at September 30, 2014, compared to $712.9 million at June 30, 2014 and $744.5 million a year ago.��The average effective duration of Banner's securities portfolio was approximately 3.2 years at September 30, 2014.
Banners total deposits increased 2% to $3.99 billion at September 30, 2014, compared to $3.92 billion at June 30, 2014 and increased 13% compared to $3.54 billion a year ago.��Non-interest-bearing account balances increased 8% to $1.30 billion at September�30,�2014, compared to $1.21 billion three months earlier and increased 24% compared to $1.05 billion a year ago.��Interest-bearing transaction and savings accounts increased 3% to $1.83 billion at September 30, 2014, compared to $1.77 billion at June 30, 2014 and increased 16% compared to $1.58 billion a year ago.��Certificates of deposit decreased 9% to $853.0 million at September 30, 2014, compared to $937.0 million at June 30, 2014, and declined 5% compared to $900.0 million a year earlier.��Brokered deposits totaled $41.2 million at September 30, 2014 compared to $88.2 million at June 30, 2014 and $4.5 million at September 30, 2013.
We continue to focus on enhancing our core deposit franchise, which includes reducing our funding costs by remixing our deposits away from higher-priced certificates of deposit, adding new client relationships and improving our core funding position, said Grescovich.��To that point, our total core deposits increased by 5% during the quarter and increased by 19% compared to the same quarter a year ago."
Banners core deposits represented 79% of total deposits at September 30, 2014, compared to 75% of total deposits a year earlier.��The cost of deposits declined two basis points to 0.19% for the quarter ended September 30, 2014, compared to 0.21% for the quarter ended June 30, 2014, and declined seven basis points from 0.26% for the quarter ended September 30, 2013.

BANR - Third Quarter 2014 Results
October 22, 2014
Page 4
At September 30, 2014, total common stockholders' equity was $574.1 million, or $29.33 per share, compared to $563.0 million at June 30, 2014, and to $530.0 million a year ago.��Banner had 19.6 million shares of common stock outstanding at September 30, 2014, compared to 19.5 million shares one year earlier.��At quarter end, tangible common stockholders' equity*, which excludes other intangible assets, was $570.7 million, or 12.00% of tangible assets*, compared to $559.1 million, or 11.79% of tangible assets, at June 30, 2014, and $527.1 million, or 12.32% of tangible assets, a year ago.��Banner's tangible book value per share* increased by 8% to $29.16 at September 30, 2014, compared to $27.02 per share a year ago.
Banner Corporation and its subsidiary banks continue to maintain capital levels significantly in excess of the requirements to be categorized as well-capitalized under applicable regulatory standards.��Banner Corporation's Tier 1 leverage capital to average assets ratio was 13.14% and its total capital to risk-weighted assets ratio was 16.59% at September 30, 2014.
Conference Call
Banner will host a conference call on Thursday, October 23, 2014, at 8:00 a.m. PDT, to discuss its third quarter results.��To listen to the call on-line, go to the Company's website at www.bannerbank.com.��Investment professionals are invited to dial (888) 235-9915 to participate in the call.��A replay will be available for one month at (877) 344-7529 using access code 10052662, or at www.bannerbank.com.
About the Company
Banner Corporation is a $4.76 billion bank holding company operating two commercial banks in Washington, Oregon and Idaho.��Banner serves the Pacific Northwest region with a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans.��Visit Banner Bank on the Web at www.bannerbank.com.
Forward-Looking Statements
When used in this press release and in other documents filed with or furnished to the Securities and Exchange Commission (the SEC), in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases believe, will, will likely result, are expected to, will continue, is anticipated, estimate, project, plans, or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.��You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statements are made.� These statements may relate to future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial information.� By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.� Statements about the expected timing, completion and effects of the proposed merger and all other statements in this release other than historical facts constitute forward-looking statements.
Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1)�expected revenues, cost savings, synergies and other benefits from the proposed merger of Banner and Siuslaw (the Merger)��might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (2)� the requisite shareholder and regulatory approvals for the Merger might not be obtained; (3)�the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses, which could necessitate additional provisions for loan losses, resulting both from loans originated and loans acquired from other financial institutions; (4)�results of examinations by regulatory authorities, including the possibility that any such regulatory authority may, among other things, require increases in the allowance for loan losses or writing down of assets; (5)�competitive pressures among depository institutions; (6)�interest rate movements and their impact on customer behavior and net interest margin; (7)�the impact of repricing and competitors pricing initiatives on loan and deposit products; (8)�fluctuations in real estate values; (9)�the ability to adapt successfully to technological changes to meet customers needs and developments in the market place; (10) the ability to access cost-effective funding; (11) changes in financial markets; (12) changes in economic conditions in general and in Washington, Idaho and Oregon in particular; (13) the costs, effects and outcomes of litigation; (14) new legislation or regulatory changes, including but not limited to the Dodd-Frank Act and regulations adopted thereunder, changes in capital requirements pursuant to the Dodd-Frank Act and the implementation of the Basel III capital standards, other governmental initiatives affecting the financial services industry and changes in federal and/or state tax laws or interpretations thereof by taxing authorities; (15) changes in accounting principles, policies or guidelines;� (16) future acquisitions by Banner of other depository institutions or lines of business; and (17) future goodwill impairment due to changes in Banners business, changes in market conditions, or other factors.
Banner does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

BANR - Third Quarter 2014 Results
October 22, 2014
Page 5
Additional Information
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.��Banner has filed a registration statement on Form�S-4 with the SEC in connection with the Merger.� The registration statement includes a proxy statement of Siuslaw that also constitutes a prospectus of Banner, which will be sent to the shareholders of Siuslaw.� INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT BANNER, SIUSLAW AND THE MERGER. This document and other documents relating to the Merger can be obtained free of charge from the SECs website at www.sec.gov.� These documents also can be obtained free of charge by accessing Banners website at:

�http://www.bannerbank.com/AboutUs/InvestorRelations/SecuritiesandExchangeCommission(SEC)Filings/Pages/default.aspx or by accessing Siuslaws website at http://www.siuslawbank.com/Investor-Relations.aspx.

Alternatively, these documents can be obtained free of charge from Banner upon written request to Banner Corporation, Attn: Investor Relations, 10 South First Avenue, Walla Walla, Washington 99362 or by calling (509) 527-3636, or from Siuslaw, upon written request to Siuslaw Financial Group, Inc.,�Attn: Investor Relations, P.O. Box 280, Florence, Oregon 97439 or by calling (541) 997-3486.

Banner Corporation and Siuslaw Financial Group, Inc., and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Siuslaw shareholders in connection with the merger.��Information about the directors and executive officers of Siuslaw and the interests of these participants may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available.





BANR - Third Quarter 2014 Results
October 22, 2014
Page 6

RESULTS OF OPERATIONS
Quarters Ended
Nine Months Ended
(in thousands except shares and per share data)
Sep 30, 2014
Jun 30, 2014
Sep 30, 2013
Sep 30, 2014
Sep 30, 2013
INTEREST INCOME:
Loans receivable
$
46,496
$
43,199
$
41,953
$
131,439
$
125,734
Mortgage-backed securities
1,459
1,446
1,281
4,376
3,847
Securities and cash equivalents
1,809
1,895
1,803
5,595
5,535
49,764
46,540
45,037
141,410
135,116
INTEREST EXPENSE:
Deposits
1,903
1,910
2,330
5,776
7,539
Federal Home Loan Bank advances
20
51
28
110
92
Other borrowings
43
45
44
133
151
Junior subordinated debentures
734
726
742
2,180
2,225
2,700
2,732
3,144
8,199
10,007
Net interest income before provision for loan losses
47,064
43,808
41,893
133,211
125,109
PROVISION FOR LOAN LOSSES





Net interest income
47,064
43,808
41,893
133,211
125,109
OTHER OPERATING INCOME:
Deposit fees and other service charges
8,289
7,346
6,982
22,237
19,911
Mortgage banking operations
2,842
2,600
2,590
7,282
9,002
Miscellaneous
761
644
920
2,041
2,375
11,892
10,590
10,492
31,560
31,288
Net gain on sale of securities
6

2
41
1,020
Other-than-temporary impairment recovery




409
Net change in valuation of financial instruments carried at fair value
1,452
464
(352
)
1,662
(1,954
)
Acquisition bargain purchase gain

9,079

9,079

Total other operating income
13,350
20,133
10,142
42,342
30,763
OTHER OPERATING EXPENSE:
Salary and employee benefits
22,971
22,330
21,244
66,457
63,197
Less capitalized loan origination costs
(3,204
)
(3,282
)
(2,915
)
(8,680
)
(8,856
)
Occupancy and equipment
5,819
5,540
5,317
17,055
16,061
Information / computer data services
2,131
1,918
1,710
5,984
5,353
Payment and card processing services
3,201
2,746
2,530
8,462
7,284
Professional services
784
1,109
1,074
2,900
2,799
Advertising and marketing
2,454
1,370
1,556
4,878
4,853
Deposit insurance
607
637
564
1,820
1,826
State/municipal business and use taxes
475
388
461
1,022
1,463
Real estate operations
(190
)
(109
)
(601
)
(260
)
(1,047
)
Amortization of core deposit intangibles
531
450
471
1,460
1,453
Acquisition related costs
(494
)
1,979

1,530

Miscellaneous
3,410
3,359
3,079
9,884
9,660
Total other operating expense
38,495
38,435
34,490
112,512
104,046
Income before provision for income taxes
21,919
25,506
17,545
63,041
51,826
PROVISION FOR�INCOME TAXES
7,076
8,499
5,880
20,620
16,825
NET INCOME
$
14,843
$
17,007
$
11,665
$
42,421
$
35,001
Earnings per share available to common shareholders:
Basic
$
0.77
$
0.88
$
0.60
$
2.19
$
1.81
Diluted
$
0.76
$
0.88
$
0.60
$
2.19
$
1.80
Cumulative dividends declared per common share
$
0.18
$
0.18
$
0.15
$
0.54
$
0.39
Weighted average common shares outstanding:
Basic
19,372,740
19,342,023
19,338,564
19,352,575
19,347,502
Diluted
19,419,344
19,409,601
19,397,329
19,385,933
19,402,659
Change in common shares outstanding
2,801
(7,831
)
(10,139
)
27,736
88,085


BANR - Third Quarter 2014 Results
October 22, 2014
Page 7

FINANCIAL��CONDITION
(in thousands except shares and per share data)
Sep 30, 2014
Jun 30, 2014
Sep 30, 2013
Dec 31, 2013
ASSETS
Cash and due from banks
$
69,023
$
83,571
$
69,340
$
69,711
Federal funds and interest-bearing deposits
82,702
62,990
106,625
67,638
Securities - trading
51,076
61,393
63,887
62,472
Securities - available for sale
433,745
455,353
477,407
470,280
Securities - held to maturity
133,069
133,186
96,545
102,513
Federal Home Loan Bank stock
29,106
31,191
35,708
35,390
Loans receivable:
Held for sale
6,949
7,322
8,394
2,734
Held for portfolio
3,799,746
3,755,277
3,267,042
3,415,711
Allowance for loan losses
(74,331
)
(74,310
)
(75,925
)
(74,258
)
3,732,364
3,688,289
3,199,511
3,344,187
Accrued interest receivable
17,062
15,579
15,164
13,996
Real estate owned held for sale, net
3,928
4,388
4,818
4,044
Property and equipment, net
91,291
91,912
89,092
90,267
Other intangibles, net
3,362
3,892
2,937
2,449
Bank-owned life insurance
63,293
62,815
61,442
61,945
Other assets
49,368
50,740
60,809
64,006
$
4,759,389
$
4,745,299
$
4,283,285
$
4,388,898
LIABILITIES
Deposits:
Non-interest-bearing
$
1,304,720
$
1,210,068
$
1,051,831
$
1,115,346
Interest-bearing transaction and savings accounts
1,833,404
1,771,865
1,583,430
1,629,885
Interest-bearing certificates
852,994
936,986
900,024
872,695
3,991,118
3,918,919
3,535,285
3,617,926
Advances from Federal Home Loan Bank at fair value
250
45,251
20,258
27,250
Customer repurchase agreements
67,605
88,946
82,909
83,056
Junior subordinated debentures at fair value
77,624
77,313
73,637
73,928
Accrued expenses and other liabilities
32,375
35,619
25,562
31,324
Deferred compensation
16,359
16,238
15,642
16,442
4,185,331
4,182,286
3,753,293
3,849,926
STOCKHOLDERS' EQUITY
Common stock
568,255
567,483
568,535
569,028
Retained earnings (accumulated deficit)
6,780
(4,541
)
(33,701
)
(25,073
)
Other components of stockholders' equity
(977
)
71
(4,842
)
(4,983
)
574,058
563,013
529,992
538,972
$
4,759,389
$
4,745,299
$
4,283,285
$
4,388,898
Common Shares Issued:
Shares outstanding at end of period
19,571,505
19,568,704
19,543,050
19,543,769
�������Less unearned ESOP shares at end of period


34,340
34,340
Shares outstanding at end of period excluding unearned ESOP shares
19,571,505
19,568,704
19,508,710
19,509,429
Common stockholders' equity per share (1)
$
29.33
$
28.77
$
27.17
$
27.63
Common stockholders' tangible equity per share (1) (2)
$
29.16
$
28.57
$
27.02
$
27.50
Common stockholders' tangible equity to tangible assets (2)
12.00
%
11.79
%
12.31
%
12.23
%
Consolidated Tier 1 leverage capital ratio
13.14
%
13.65
%
13.63
%
13.64
%

(1)
Calculation is based on number of common shares outstanding at the end of the period rather than weighted average shares�outstanding and excludes unallocated shares in the ESOP.
(2)
Common stockholders' tangible equity excludes other intangibles.��Tangible assets exclude other intangible assets.��These ratios represent non-GAAP financial measures.��See also Non-GAAP Financial Measures reconciliation tables on the final page of the press release tables.


BANR - Third Quarter 2014 Results
October 22, 2014
Page 8
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
Sep 30, 2014
Jun 30, 2014
Sep 30, 2013
Dec 31, 2013
LOANS (including loans held for sale):
Commercial real estate:
Owner occupied
$
546,333
$
541,558
$
508,341
$
502,601
Investment properties
854,284
807,499
613,757
692,457
Multifamily real estate
183,944
188,792
133,770
137,153
Commercial construction
18,606
12,638
18,730
12,168
Multifamily construction
48,606
39,864
33,888
52,081
One- to four-family construction
214,141
213,414
194,187
200,864
Land and land development:
Residential
89,649
73,030
75,576
75,695
Commercial
10,505
10,679
11,231
10,450
Commercial business
728,088
735,128
635,658
682,169
Agricultural business including secured by farmland
240,048
245,742
223,187
228,291
One- to four-family real estate
527,271
558,744
543,263
529,494
Consumer:
Consumer secured by one- to four-family real estate
215,385
209,511
170,019
173,188
Consumer-other
129,835
126,000
113,829
121,834
Total loans outstanding
$
3,806,695
$
3,762,599
$
3,275,436
$
3,418,445
Restructured loans performing under their restructured terms
$
30,387
$
37,461
$
50,430
$
47,428
Loans 30 - 89 days past due and on accrual
$
6,925
$
7,670
$
9,313
$
8,784
Total delinquent loans (including loans on non-accrual)
$
26,703
$
27,415
$
32,002
$
22,010
Total delinquent loans��/��Total loans outstanding
0.70
%
0.73
%
0.98
%
0.64
%



GEOGRAPHIC CONCENTRATION
OF LOANS AT SEPTEMBER 30, 2014
Washington
Oregon
Idaho
Other
Total
Commercial real estate:
Owner occupied
$
389,967
$
85,032
$
53,891
$
17,443
$
546,333
Investment properties
532,415
123,874
59,963
138,032
854,284
Multifamily real estate
141,337
27,685
14,847
75
183,944
Commercial construction
16,953

1,653

18,606
Multifamily construction
41,462
7,144


48,606
One- to four-family construction
128,882
82,656
2,603

214,141
Land and land development:
Residential
50,257
38,327
1,065

89,649
Commercial
5,055
2,569
2,881

10,505
Commercial business
392,334
121,078
80,262
134,414
728,088
Agricultural business including secured by farmland
123,910
63,146
52,992

240,048
One- to four-family real estate
329,751
173,384
23,371
765
527,271
Consumer:
Consumer secured by one- to four-family real estate
130,312
69,121
15,313
639
215,385
Consumer-other
83,379
39,818
6,241
397
129,835
Total loans outstanding
$
2,366,014
$
833,834
$
315,082
$
291,765
$
3,806,695
Percent of total loans
62.1
%
21.9
%
8.3
%
7.7
%
100.0
%



BANR - Third Quarter 2014 Results
October 22, 2014
Page 9

ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
Quarters Ended
Nine Months Ended
CHANGE IN THE
Sep 30, 2014
Jun 30, 2014
Sep 30, 2013
Sep 30, 2014
Sep 30, 2013
ALLOWANCE FOR LOAN LOSSES
Balance, beginning of period
$
74,310
$
74,371
$
76,121
$
74,258
$
76,759
Provision





Recoveries of loans previously charged off:
Commercial real estate
94
274
331
664
2,295
Construction and land
84
472
507
788
945
One- to four-family real estate
143
204
19
535
138
Commercial business
256
286
339
835
1,391
Agricultural business, including secured by farmland
587
311
265
1,248
612
Consumer
53
58
68
393
287
1,217
1,605
1,529
4,463
5,668
Loans charged off:
Commercial real estate

(1,001
)
(850
)
(1,239
)
(1,616
)
Multifamily real estate
(20
)


(20
)

Construction and land

(207
)

(207
)
(854
)
One- to four-family real estate
(239
)
(14
)
(207
)
(632
)
(1,260
)
Commercial business
(83
)
(260
)
(246
)
(1,081
)
(1,573
)
Agricultural business, including secured by farmland
(125
)

(248
)
(125
)
(248
)
Consumer
(729
)
(184
)
(174
)
(1,086
)
(951
)
(1,196
)
(1,666
)
(1,725
)
(4,390
)
(6,502
)
Net (charge-offs) recoveries
21
(61
)
(196
)
73
(834
)
Balance, end of period
$
74,331
$
74,310
$
75,925
$
74,331
$
75,925
Net charge-offs / Average loans outstanding
(0.001
)%
0.002
%
0.006
%
(0.002
)%
0.026
%



ALLOCATION OF
ALLOWANCE FOR LOAN LOSSES
Sep 30, 2014
Jun 30, 2014
Sep 30, 2013
Dec 31, 2013
Specific or allocated loss allowance:
Commercial real estate
$
19,505
$
18,884
$
15,618
$
16,759
Multifamily real estate
4,892
5,765
5,283
5,306
Construction and land
20,779
17,837
16,672
17,640
One- to four-family real estate
9,136
9,270
13,187
11,486
Commercial business
12,677
12,014
10,676
11,773
Agricultural business, including secured by farmland
2,947
2,824
3,411
2,841
Consumer
675
748
948
1,335
Total allocated
70,611
67,342
65,795
67,140
Unallocated
3,720
6,968
10,130
7,118
Total allowance for loan losses
$
74,331
$
74,310
$
75,925
$
74,258
Allowance for loan losses / Total loans outstanding
1.95
%
1.97
%
2.32
%
2.17
%
Allowance for loan losses / Non-performing loans
376
%
376
%
305
%
300
%



BANR - Third Quarter 2014 Results
October 22, 2014
Page 10
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
Sep 30, 2014
Jun 30, 2014
Sep 30, 2013
Dec 31, 2013
NON-PERFORMING ASSETS
Loans on non-accrual status:
Secured by real estate:
Commercial
$
2,701
$
2,692
$
4,762
$
6,287
Multifamily
397
422
333

Construction and land
1,285
1,296
1,660
1,193
One- to four-family
8,615
9,354
10,717
12,532
Commercial business
1,037
925
963
723
Agricultural business, including secured by farmland
229
104


Consumer
1,138
1,205
1,634
1,173
15,402
15,998
20,069
21,908
Loans more than 90 days delinquent, still on accrual:
Secured by real estate:
Commercial
993
993


Multifamily


1,701

Construction and land


242

One- to four-family
2,777
2,181
2,774
2,611
Commercial business
301
280
24

Agricultural business, including secured by farmland



105
Consumer
306
293
52
144
4,377
3,747
4,793
2,860
Total non-performing loans
19,779
19,745
24,862
24,768
Real estate owned (REO)
3,928
4,388
4,818
4,044
Other repossessed assets
69
69
119
115
Total non-performing assets
$
23,776
$
24,202
$
29,799
$
28,927
Total non-performing assets��/��Total assets
0.50
%
0.51
%
0.70
%
0.66
%


DETAIL & GEOGRAPHIC CONCENTRATION OF
NON-PERFORMING ASSETS AT SEPTEMBER 30, 2014
Washington
Oregon
Idaho
Total
Secured by real estate:
Commercial
$
3,693
$

$

$
3,693
Multifamily
397


397
Construction and land:
Residential land acquisition & development

750

750
Residential land improved lots

536

536
Total construction and land

1,286

1,286
One- to four-family
9,903
947
542
11,392
Commercial business
1,294
39
5
1,338
Agricultural business, including secured by farmland

229

229
Consumer
1,233
81
130
1,444
Total non-performing loans
16,520
2,582
677
19,779
Real estate owned (REO)
1,515
2,380
33
3,928
Other repossessed assets
69


69
Total��non-performing assets at end of the period
$
18,104
$
4,962
$
710
$
23,776


BANR - Third Quarter 2014 Results
October 22, 2014
Page 11

ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
Quarters Ended
Nine Months Ended
REAL ESTATE OWNED
Sep 30, 2014
Sep 30, 2013
Sep 30, 2014
Sep 30, 2013
Balance, beginning of period
$
4,388
$
6,714
$
4,044
$
15,778
Additions from loan foreclosures
135
963
2,837
2,467
Additions from capitalized costs

297
37
344
Proceeds from dispositions of REO
(860
)
(3,970
)
(3,633
)
(15,758
)
Gain on sale of REO
265
1,005
680
2,477
Valuation adjustments in the period

(191
)
(37
)
(490
)
Balance, end of period
$
3,928
$
4,818
$
3,928
$
4,818

DEPOSIT COMPOSITION
Sep 30, 2014
Jun 30, 2014
Sep 30, 2013
Dec 31, 2013
Non-interest-bearing
$
1,304,720
$
1,210,068
$
1,051,831
$
1,115,346
Interest-bearing checking
429,876
437,810
399,343
422,910
Regular savings accounts
899,868
843,950
775,260
798,764
Money market accounts
503,660
490,105
408,827
408,211
Interest-bearing transaction & savings accounts
1,833,404
1,771,865
1,583,430
1,629,885
Interest-bearing certificates
852,994
936,986
900,024
872,695
Total deposits
$
3,991,118
$
3,918,919
$
3,535,285
$
3,617,926

GEOGRAPHIC CONCENTRATION
OF DEPOSITS AT SEPTEMBER 30, 2014
Washington
Oregon
Idaho
Total
Total deposits
$
2,889,675
$
864,869
$
236,574
$
3,991,118
Percent of total deposits
72.4
%
21.7
%
5.9
%
100.0
%

INCLUDED IN TOTAL DEPOSITS
Sep 30, 2014
Jun 30, 2014
Sep 30, 2013
Dec 31, 2013
Public non-interest-bearing accounts
$
34,535
$
23,886
$
20,630
$
21,699
Public interest-bearing transaction & savings accounts
64,984
69,664
49,840
65,822
Public interest-bearing certificates
48,508
48,180
51,562
51,465
Total public deposits
$
148,027
$
141,730
$
122,032
$
138,986
Total brokered deposits
$
41,249
$
88,209
$
4,531
$
4,291

OTHER BORROWINGS
Sep 30, 2014
Jun 30, 2014
Sep 30, 2013
Dec 31, 2013
Customer repurchase agreements / "Sweep accounts"
$
67,605
$
88,946
$
82,909
$
83,056



BANR - Third Quarter 2014 Results
October 22, 2014
Page 12


ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
Actual
Minimum for Capital Adequacy
or "Well Capitalized"
REGULATORY CAPITAL RATIOS AT SEPTEMBER 30, 2014
Amount
Ratio
Amount
Ratio
Banner Corporation-consolidated:
������Total capital to risk-weighted assets
$
679,311
16.59
%
$
327,607
8.00
%
������Tier 1 capital to risk-weighted assets
627,828
15.33
%
163,803
4.00
%
������Tier 1 leverage capital to average assets
627,828
13.14
%
191,146
4.00
%
Banner Bank:
������Total capital to risk-weighted assets
599,617
15.32
%
391,421
10.00
%
������Tier 1 capital to risk-weighted assets
550,395
14.06
%
234,852
6.00
%
������Tier 1 leverage capital to average assets
550,395
12.14
%
226,711
5.00
%
Islanders Bank:
������Total capital to risk-weighted assets
36,132
19.44
%
18,582
10.00
%
������Tier 1 capital to risk-weighted assets
33,850
18.22
%
11,149
6.00
%
������Tier 1 leverage capital to average assets
33,850
13.54
%
12,501
5.00
%



BANR - Third Quarter 2014 Results
October 22, 2014
Page 13
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
(rates / ratios annualized)
Quarters Ended
Nine Months Ended
OPERATING PERFORMANCE
Sep 30, 2014
Jun 30, 2014
Sep 30, 2013
Sep 30, 2014
Sep 30, 2013
Average loans
$
3,834,007
$
3,588,654
$
3,291,950
$
3,633,990
$
3,252,943
Average securities
666,362
689,323
689,257
681,059
693,892
Average interest earning cash
85,090
54,887
79,607
66,208
85,125
Average non-interest-earning assets
213,045
197,796
190,621
203,432
206,789
Total average assets
$
4,798,504
$
4,530,660
$
4,251,435
$
4,584,689
$
4,238,749
Average deposits
$
3,995,451
$
3,700,736
$
3,496,194
$
3,773,206
$
3,495,909
Average borrowings
228,724
279,266
241,006
256,666
233,831
Average non-interest-bearing other liabilities (1)
2,026
(4,204
)
(13,016
)
(3,040
)
(12,931
)
Total average liabilities
4,226,201
3,975,798
3,724,184
4,026,832
3,716,809
Total average stockholders' equity
572,303
554,862
527,251
557,857
521,940
Total average liabilities and equity
$
4,798,504
$
4,530,660
$
4,251,435
$
4,584,689
$
4,238,749
Interest rate yield on loans
4.81
%
4.83
%
5.06
%
4.84
%
5.17
%
Interest rate yield on securities
1.91
%
1.92
%
1.75
%
1.93
%
1.78
%
Interest rate yield on cash
0.28
%
0.31
%
0.22
%
0.30
%
0.25
%
Interest rate yield on interest-earning assets
4.31
%
4.31
%
4.40
%
4.32
%
4.48
%
Interest rate expense on deposits
0.19
%
0.21
%
0.26
%
0.20
%
0.29
%
Interest rate expense on borrowings
1.38
%
1.18
%
1.34
%
1.26
%
1.41
%
Interest rate expense on interest-bearing liabilities
0.25
%
0.28
%
0.33
%
0.27
%
0.36
%
Interest rate spread
4.06
%
4.03
%
4.07
%
4.05
%
4.12
%
Net interest margin
4.07
%
4.06
%
4.09
%
4.07
%
4.15
%
Other operating income / Average assets
1.10
%
1.78
%
0.95
%
1.23
%
0.97
%
Core operating income / Average assets (2)
0.98
%
0.94
%
0.98
%
0.92
%
0.99
%
Other operating expense / Average assets
3.18
%
3.40
%
3.22
%
3.28
%
3.28
%
Efficiency ratio (other operating expense / revenue)
63.72
%
60.11
%
66.28
%
64.09
%
66.75
%
Efficiency ratio (other operating expense / core operating revenue)(2)
66.13
%
67.02
%
65.84
%
67.36
%
66.53
%
Return on average assets
1.23
%
1.51
%
1.09
%
1.24
%
1.10
%
Return on average equity
10.29
%
12.29
%
8.78
%
10.17
%
8.97
%
Return on average tangible equity (3)
10.36
%
12.33
%
8.84
%
10.21
%
9.03
%
Average equity��/��Average assets
11.93
%
12.25
%
12.40
%
12.17
%
12.31
%


(1)
Average non-interest-bearing liabilities include fair value adjustments related to FHLB advances and Junior Subordinated Debentures.
(2)
Core operating income (or core operating revenue) excludes gain/(loss) on sale of securities, fair value and other-than-temporary impairment (OTTI) adjustments and, in the current year, and acquisition bargain purchase gain and related expenses, which represent non-GAAP financial measures.��See also Non-GAAP Financial Measures reconciliation tables on the final page of these press release tables.
(3)
Average tangible equity excludes other intangibles and represents a non-GAAP financial measure.��See also Non-GAAP Financial Measures reconciliation tables on the final page of these press release tables.



BANR - Third Quarter 2014 Results
October 22, 2014
Page 14
ADDITIONAL FINANCIAL INFORMATION
(in thousands except shares and per share data)
* Non-GAAP Financial Measures (unaudited)
In addition to results presented in accordance with generally accepted accounting principles in the United States of America (GAAP), this press release contains certain non-GAAP financial measures.��Management has presented these non-GAAP financial measures in this earnings release because it believes that they provide useful and comparative information to assess trends in Banner's core operations reflected in the current quarter's results and facilitate the comparison of our performance with the performance of our peers.��Where applicable, comparable earnings information using GAAP financial measures is also presented.
REVENUE FROM CORE OPERATIONS
Quarters Ended
Nine Months Ended
Sep 30, 2014
Jun 30, 2014
Sep 30, 2013
Sep 30, 2014
Sep 30, 2013
Net interest income before provision for loan losses
$
47,064
$
43,808
$
41,893
$
133,211
$
125,109
Total other operating income
13,350
20,133
10,142
42,342
30,763
Total GAAP revenue
60,414
63,941
52,035
175,553
155,872
Exclude net gain on sale of securities
(6
)

(2
)
(41
)
(1,020
)
Exclude other-than-temporary-impairment recovery




(409
)
Exclude change in valuation of financial instruments carried at fair value
(1,452
)
(464
)
352
(1,662
)
1,954
Exclude acquisition bargain purchase gain

(9,079
)

(9,079
)

Revenue from core operations (non-GAAP)
$
58,956
$
54,398
$
52,385
$
164,771
$
156,397



OTHER OPERATING INCOME FROM CORE OPERATIONS
Quarters Ended
Nine Months Ended
Sep 30, 2014
Jun 30, 2014
Sep 30, 2013
Sep 30, 2014
Sep 30, 2013
Total other operating income (GAAP)
$
13,350
$
20,133
$
10,142
$
42,342
$
30,763
Exclude net gain on sale of securities
(6
)

(2
)
(41
)
(1,020
)
Exclude other-than-temporary-impairment recovery




(409
)
Exclude change in valuation of financial instruments carried at fair value
(1,452
)
(464
)
352
(1,662
)
1,954
Exclude acquisition bargain purchase gain

(9,079
)

(9,079
)

Other operating income from core operations (non-GAAP)
$
11,892
$
10,590
$
10,492
$
31,560
$
31,288



TANGIBLE COMMON STOCKHOLDERS' EQUITY TO TANGIBLE ASSETS
Sep 30, 2014
Jun 30, 2014
Sep 30, 2013
Dec 31, 2013
Stockholders' equity (GAAP)
$
574,058
$
563,013
$
529,992
$
538,972
Exclude other intangible assets, net
3,362
3,892
2,937
2,449
Tangible common stockholders' equity (non-GAAP)
$
570,696
$
559,121
$
527,055
$
536,523
Total assets (GAAP)
$
4,759,389
$
4,745,299
$
4,283,285
$
4,388,898
Exclude other intangible assets, net
3,362
3,892
2,937
2,449
Total tangible assets (non-GAAP)
$
4,756,027
$
4,741,407
$
4,280,348
$
4,386,449
Tangible common stockholders' equity to tangible assets (non-GAAP)
12.00
%
11.79
%
12.31
%
12.23
%
TANGIBLE COMMON STOCKHOLDERS' EQUITY PER SHARE
Tangible common stockholders' equity
$
570,696
$
559,121
$
527,055
$
536,523
Common shares outstanding at end of period
19,571,505
19,568,704
19,508,710
19,509,429
Common shareholders' equity (book value) per share (GAAP)
$
29.33
$
28.77
$
27.17
$
27.63
Tangible common stockholders' equity (tangible book value) per share (non-GAAP)
$
29.16
$
28.57
$
27.02
$
27.50




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