-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ri6UglU2nCH+QLctRI81CttUJlOZWtU6SWOkF8QveYQtSI50OuEYbTrJ47HhPcx+ kV9RlYF47duNqV5i5O5zvw== 0001072613-01-501071.txt : 20020410 0001072613-01-501071.hdr.sgml : 20020410 ACCESSION NUMBER: 0001072613-01-501071 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA BANKING SYSTEM INC CENTRAL INDEX KEY: 0000887343 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 911422237 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-20288 FILM NUMBER: 1783838 BUSINESS ADDRESS: STREET 1: 1102 BROADWAY PLAZA CITY: TACOMA STATE: WA ZIP: 98402 BUSINESS PHONE: 2533051900 MAIL ADDRESS: STREET 1: 1102 BROADWAY PLAZA CITY: TACOMA STATE: WA ZIP: 98402 10-Q 1 form10q_10876.txt FORM 10-Q FOR PERIOD ENDED SEPTEMBER 30, 2001 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001. / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________. Commission File Number 0-20288 COLUMBIA BANKING SYSTEM, INC. - -------------------------------------------------------------------------------- (Exact name of issuer as specified in its charter) Washington 91-1422237 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1301 "A" Street Tacoma, Washington 98402 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (253) 305-1900 - -------------------------------------------------------------------------------- (Issuer's telephone number, including area code) 1102 Broadway Plaza Tacoma, Washington 98402 - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- The number of shares of the issuer's Common Stock outstanding at October 31, 2001 was 12,702,562 ================================================================================ TABLE OF CONTENTS PART I -- FINANCIAL INFORMATION
Page ---- Item 1. Condensed Unaudited Financial Statements Consolidated Condensed Statements of Operations - three months and nine months ended September 30, 2001 and 2000 2 Consolidated Condensed Balance Sheets - September 30, 2001 and December 31, 2000 3 Consolidated Condensed Statements of Shareholders' Equity - twelve months ended December 31, 2000, and nine months ended September 30, 2001 4 Consolidated Condensed Statements of Cash Flows - nine months ended September 30, 2001 and 2000 5 Notes to Consolidated Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures about Market Risk 22 PART II -- OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K 23 Signatures 24
1 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS COLUMBIA BANKING SYSTEM, INC. (UNAUDITED)
Three Months Ended Nine Months Ended September 30, September 30, (in thousands except per share) 2001 2000 2001 2000 - ------------------------------------------------------------------------------------------ INTEREST INCOME Loans $24,135 $26,769 $76,027 $75,628 Securities available for sale 1,329 1,392 4,226 4,171 Securities held to maturity 67 67 202 198 Deposits with banks 105 120 943 174 - ------------------------------------------------------------------------------------------ Total interest income 25,636 28,348 81,398 80,171 INTEREST EXPENSE Deposits 10,029 12,463 35,598 33,759 Federal Home Loan Bank advances 326 893 1,639 2,925 Trust preferred obligations 272 272 Other borrowings 39 139 279 331 - ------------------------------------------------------------------------------------------ Total interest expense 10,666 13,495 37,788 37,015 - ------------------------------------------------------------------------------------------ NET INTEREST INCOME 14,970 14,853 43,610 43,156 Provision for loan losses 1,250 900 3,050 2,700 - ------------------------------------------------------------------------------------------ Net interest income after provision for loan losses 13,720 13,953 40,560 40,456 NONINTEREST INCOME Service charges and other fees 1,863 1,626 5,214 4,642 Mortgage banking 571 130 1,772 530 Merchant services fees 1,195 1,007 3,258 2,689 Gain on sale of investment securities, net 70 107 Other 460 255 987 657 - ------------------------------------------------------------------------------------------ Total noninterest income 4,159 3,018 11,338 8,518 NONINTEREST EXPENSE Compensation and employee benefits 6,780 5,886 19,923 17,196 Occupancy 1,997 1,442 5,573 4,575 Merchant processing 421 557 1,387 1,446 Advertising and promotion 556 350 1,353 1,162 Data processing 491 570 1,421 1,663 Taxes, licenses & fees 489 499 1,558 1,515 Other 1,977 2,001 6,586 5,855 - ------------------------------------------------------------------------------------------ Total noninterest expense 12,711 11,305 37,801 33,412 - ------------------------------------------------------------------------------------------ Income before income taxes 5,168 5,666 14,097 15,562 Provision for income taxes 1,696 1,947 4,753 5,356 - ------------------------------------------------------------------------------------------ NET INCOME $ 3,472 $ 3,719 $ 9,344 $10,206 ========================================================================================== Net income per common share: Basic $ 0.27 $ 0.29 $ 0.72 $ 0.80 Diluted 0.26 0.28 0.71 0.78 Average number of common shares outstanding 13,015 12,823 13,005 12,815 Average number of diluted common shares outstanding 13,224 13,173 13,186 13,147
See accompanying notes to consolidated condensed financial statements. 2 CONSOLIDATED CONDENSED BALANCE SHEETS COLUMBIA BANKING SYSTEM, INC. (IN THOUSANDS)
(UNAUDITED) September 30, December 31, 2001 2000 - ---------------------------------------------------------------------------------------------------------- ASSETS Cash and due from banks $ 76,561 $ 72,292 Interest-earning deposits with banks 12,816 48,153 - ---------------------------------------------------------------------------------------------------------- Total cash and cash equivalents 89,377 120,445 Securities available for sale at fair value (amortized cost of $84,796 and 86,587 103,287 $103,985 respectively) Securities held to maturity (fair value of $7,248 and $7,501 respectively) 7,046 7,435 Federal Home Loan Bank stock 8,983 8,539 Loans held for sale 22,826 14,843 Loans, net of unearned income 1,188,706 1,192,520 Less: allowance for loan losses 13,397 18,791 - ---------------------------------------------------------------------------------------------------------- Loans, net 1,175,309 1,173,729 Interest receivable 7,581 10,306 Premises and equipment, net 51,138 48,357 Real estate owned 422 1,291 Other 28,946 8,263 - ---------------------------------------------------------------------------------------------------------- Total Assets $ 1,478,215 $ 1,496,495 ========================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Noninterest-bearing $ 234,414 $ 232,247 Interest-bearing 1,061,454 1,094,776 - ---------------------------------------------------------------------------------------------------------- Total deposits 1,295,868 1,327,023 Federal Home Loan Bank advances 27,300 40,000 Trust preferred obligations 21,350 Other borrowings 4,500 Other liabilities 11,641 11,149 - ---------------------------------------------------------------------------------------------------------- Total liabilities 1,356,159 1,382,672 Shareholders' equity: Preferred stock (no par value) Authorized, 2 million shares; none outstanding September 30, December 31, 2001 2000 Common stock (no par value) ---- ---- Authorized shares 57,173 51,975 Issued and outstanding 12,894 11,867 106,282 92,673 Retained earnings 14,610 21,649 Accumulated other comprehensive income (loss) - Unrealized gains (losses) on securities available for sale, net of tax 1,164 (499) - ---------------------------------------------------------------------------------------------------------- Total shareholders' equity 122,056 113,823 - ---------------------------------------------------------------------------------------------------------- Total Liabilities and Shareholders' Equity $ 1,478,215 $ 1,496,495 ==========================================================================================================
See accompanying notes to consolidated condensed financial statements. 3 CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY COLUMBIA BANKING SYSTEM, INC.
Common stock Accumulated ------------------------ Other Total Number of Retained Comprehensive Shareholders' (in thousands) Shares Amount Earnings Income (Loss) Equity - ----------------------------------------------------------------------------------------------------------------------------- Balance at January 1, 2000 10,603 $78,285 $23,916 $(2,987) $99,214 Comprehensive income: Net income for 2000 10,070 Change in unrealized gains and (losses) on securities available for sale, net of 2,488 tax of $1,295 Total comprehensive income 12,558 Issuance of stock under stock option and other plans 203 1,673 1,673 Tax benefits from exercise of stock options 378 378 Issuance of shares of common stock-- 10% stock dividend 1,061 12,337 (12,337) - ----------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 2000 11,867 92,673 21,649 (499) 113,823 - ----------------------------------------------------------------------------------------------------------------------------- (Unaudited) Comprehensive income: Net income for 2001 9,344 Less realized gains and (losses) on securities available for sale included in (70) net income, net of tax of ($37) Unrealized gains and (losses) on securities available for sale, net of tax of $1,126 1,733 Total comprehensive income 11,007 Issuance of stock under stock option and other plans 135 1,272 1,272 Issuance of shares of common stock-- 10% stock dividend 1,192 16,383 (16,383) Retirement of shares of common stock-- stock repurchase plan (300) (4,046) (4,046) - ----------------------------------------------------------------------------------------------------------------------------- Balance at September 30, 2001 12,894 $106,282 $ 14,610 $ 1,164 $122,056 =============================================================================================================================
See accompanying notes to consolidated condensed financial statements. 4 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS COLUMBIA BANKING SYSTEM, INC. (UNAUDITED)
Nine Months Ended September 30, (IN THOUSANDS) 2001 2000 - ------------------------------------------------------------------------------------------------------------------ OPERATING ACTIVITIES Net income $ 9,344 $ 10,206 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 3,050 2,700 (Gains) losses on real estate owned (373) 194 Depreciation and amortization 1,316 1,484 Deferred income tax expense (benefit) 714 (2,174) Net realized gain on sale of assets (99) Increase in loans held for sale (7,983) (8,062) Decrease (increase) in interest receivable 2,725 (1,360) Increase (decrease) in interest payable (2,736) 1,937 Net changes in other assets and liabilities (19,006) 1,579 - ------------------------------------------------------------------------------------------------------------------ Net cash provided by (used in) operating activities (13,048) 6,504 INVESTING ACTIVITIES Proceeds from sales of securities available for sale 66,756 72 Proceeds from maturities of securities available for sale 17,898 Purchases of securities available for sale (34,827) Proceeds from sales of mortgage-backed securities available for sale 10,376 Proceeds from maturities of mortgage-backed securities available for sale 1,801 538 Purchase of mortgage-backed securities available for sale (42,772) Proceeds from maturities of securities held to maturity 388 618 Purchases of securities held to maturity (1,286) Purchases of Federal Home Loan Bank stock (444) (1,486) Loans originated and acquired, net of principal collected (4,252) (119,325) Purchases of premises and equipment (6,335) (10,898) Proceeds from disposal of premises and equipment 980 Proceeds from sale of other real estate owned 2,190 Other, net 9 - ------------------------------------------------------------------------------------------------------------------ Net cash provided by (used in) investing activities 11,759 (131,758) FINANCING ACTIVITIES Net (decrease) increase in deposits (31,155) 227,894 Net (decrease) increase in other borrowings (4,500) 3,500 Net decrease in Federal Home Loan Bank advances (12,700) (43,700) Proceeds from issuance of trust preferred obligations 21,350 Tax benefits from exercise of stock options 378 Proceeds from issuance of common stock, net 1,272 731 Repurchase of common stock (4,046) - ------------------------------------------------------------------------------------------------------------------ Net cash provided by (used in) financing activities (29,779) 188,803 - ------------------------------------------------------------------------------------------------------------------ Increase (decrease) in cash and cash equivalents (31,068) 63,549 Cash and cash equivalents at beginning of period 120,445 43,197 - ------------------------------------------------------------------------------------------------------------------ Cash and cash equivalents at end of period 89,377 $ 106,746 ================================================================================================================== Supplemental information: Cash paid for interest $ 40,524 $ 35,078 Cash paid for income taxes 3,153 5,370 Loans foreclosed and transferred to real estate owned 948 80
See accompanying notes to consolidated condensed financial statements. 5 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS COLUMBIA BANKING SYSTEM, INC. Columbia Banking System, Inc. (the "Company" or "CBSI") is a registered bank holding company whose wholly owned subsidiary, Columbia State Bank ("Columbia Bank"), conducts a full-service commercial banking business. Headquartered in Tacoma, Washington, the Company provides a full range of banking services to small and medium-sized businesses, professionals and other individuals through banking offices located in the Tacoma metropolitan area and contiguous parts of the Puget Sound region of Washington, as well as the Longview and Woodland communities in southwestern Washington. Substantially all of the Company's loans, loan commitments and core deposits are geographically concentrated in its service areas. 1. BASIS OF PRESENTATION The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for condensed interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring accruals necessary for a fair presentation of the financial condition and the results of operations for the interim periods included herein have been made. The results of operations for the three months ended September 30, 2001 are not necessarily indicative of results to be anticipated for the year ending December 31, 2001. For additional information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2000. 2. EARNINGS PER SHARE Earnings per share ("EPS") is computed using the weighted average number of common and diluted common shares outstanding during the period. Basic EPS is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The only reconciling item affecting the calculation of earnings per share is the inclusion of stock options and restricted stock awards increasing the shares outstanding in diluted earnings per share of 209,000 and 350,000 for the three months ended September 30, 2001 and 2000, respectively, and 181,000 and 332,000 for the nine months ended September 30, 2001 and 2000, respectively. 3. STOCK DIVIDEND On May 15, 2001, the Company announced a 10% stock dividend payable on June 12, 2001, to shareholders of record as of May 29, 2001. Average shares outstanding and net income per share for all periods presented have been retroactively adjusted to give effect to this transaction. 4. NEW ACCOUNTING PRONOUNCEMENTS In July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards (SFAS) No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. Under SFAS No. 142, goodwill is no longer subject to amortization over its estimated useful life. The Statement also establishes a new method of testing goodwill for impairment. The Company will adopt SFAS No. 142 on January 1, 2002, resulting in the Company discontinuing the amortization of its goodwill. Management believes that the adoption of this Statement will not have a material impact on its financial condition or results of operations. 6 5. BUSINESS SEGMENT INFORMATION The Company is managed along three major lines of business: commercial banking, retail banking, and real estate lending. The treasury function of the Company, although not considered a line of business, is responsible for the management of investments and interest rate risk. The principal activities conducted by commercial banking are the delivery of commercial business and private banking services with the emphasis on commercial business loans. Retail banking includes all deposit products, with their related fee income, and all consumer loan products as well as commercial loan products offered in the Bank's branch offices. Real estate lending includes single-family residential, multi-family residential, commercial real estate loans, and the associated loan servicing activities. The financial results of each segment were derived from the Company's general ledger system. Since the Company is not specifically organized around lines of business, most reportable segments are comprised of more than one operating segment. Expenses incurred directly by marketing and back office support functions are not allocated to the major lines of business. Since Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about Segments of an Enterprise and Related Information," requires no segmentation or methodology standardization, the organizational structure of the Company and its business line financial results are not necessarily comparable across companies. As such, the Company's business line performance may not be directly comparable with similar information from other financial institutions. Financial highlights by lines of business: CONDENSED STATEMENTS OF OPERATIONS:
THREE MONTHS ENDED SEPTEMBER 30, 2001 Commercial Retail Real Estate (in thousands) Banking Banking Lending Other Total - -------------------------------------------------------------------------------------------------------------------------------- Net interest income after provision $ 2,693 $ 8,814 $ 3,319 $ (1,106) $ 13,720 for loan losses Other income 210 1,266 572 2,111 4,159 Other expense (697) (3,124) (583) (8,307) (12,711) - -------------------------------------------------------------------------------------------------------------------------------- Contribution to overhead and profit $ 2,206 $ 6,956 $ 3,308 $ (7,302) $ 5,168 Income taxes (1,696) - -------------------------------------------------------------------------------------------------------------------------------- Net income $ 3,472 ================================================================================================================================ Total assets $ 311,293 $ 649,996 $ 336,233 $ 180,693 $ 1,478,215 ================================================================================================================================ THREE MONTHS ENDED SEPTEMBER 30, 2000 Commercial Retail Real Estate (in thousands) Banking Banking Lending Other Total - -------------------------------------------------------------------------------------------------------------------------------- Net interest income after provision $ 2,398 $ 11,099 $ 1,418 $ (962) $ 13,953 for loan losses Other income 176 1,117 132 1,593 3,018 Other expense (696) (4,209) (494) (5,906) (11,305) - -------------------------------------------------------------------------------------------------------------------------------- Contribution to overhead and profit $ 1,878 $ 8,007 $ 1,056 $ (5,275) 5,666 Income taxes (1,947) - -------------------------------------------------------------------------------------------------------------------------------- Net income $ 3,719 ================================================================================================================================ Total assets $ 364,614 $ 591,579 $ 314,291 $ 169,014 $ 1,439,498 ================================================================================================================================ 7 NINE MONTHS ENDED SEPTEMBER 30, 2001 Commercial Retail Real Estate (IN THOUSANDS) Banking Banking Lending Other Total - -------------------------------------------------------------------------------------------------------------------------------- Net interest income after provision $ 8,612 $ 25,441 $ 8,962 $ (2,455) $ 40,560 for loan losses Other income 514 3,605 1,797 5,422 11,338 Other expense (1,997) (13,221) (1,803) (20,780) (37,801) - -------------------------------------------------------------------------------------------------------------------------------- Contribution to overhead and profit $ 7,129 $ 15,825 $ 8,956 $ (17,813) 14,097 Income taxes (4,753) - -------------------------------------------------------------------------------------------------------------------------------- Net income $ 9,344 ================================================================================================================================ Total assets $ 311,293 $ 649,996 $ 336,233 $ 180,693 $ 1,478,215 ================================================================================================================================ NINE MONTHS ENDED SEPTEMBER 30, 2000 Commercial Retail Real Estate (IN THOUSANDS) Banking Banking Lending Other Total - -------------------------------------------------------------------------------------------------------------------------------- Net interest income after provision $ 7,297 $ 31,492 $ 4,368 $ (2,701) $ 40,456 for loan losses Other income 472 3,181 536 4,329 8,518 Other expense (1,740) (11,092) (1,535) (19,045) (33,412) - -------------------------------------------------------------------------------------------------------------------------------- Contribution to overhead and profit $ 6,029 $ 23,581 $ 3,369 $ (17,417) 15,562 Income taxes (5,356) - -------------------------------------------------------------------------------------------------------------------------------- Net income $ 10,206 ================================================================================================================================ Total assets $ 364,614 $ 591,579 $ 314,291 $ 169,014 $ 1,439,498 ================================================================================================================================
6. TRUST PREFERRED OBLIGATIONS During the third quarter of 2001, the Company participated in a pooled trust preferred offering. In connection with the transaction, the Company, through its subsidiary trust, issued $22.0 million of 30 year floating rate capital securities. The capital securities constitute guaranteed preferred beneficial interests in CBSI debentures issued by the Company at the same time. The debentures have an initial rate of 7.29%. The floating rate is based on the 3-month LIBOR plus 3.58% and is adjusted quarterly. The Company can call the debt at five years for a premium and at ten years at par, allowing the Company to retire the debt early if conditions are favorable. The Company has used $8.0 million of the proceeds from the trust preferred offering to retire outstanding short-term debt and $4.0 million to repurchase 300,000 shares of its outstanding common stock as part of an ongoing stock repurchase program announced in August 2001. 7. STOCK REPURCHASE In August 2001 the Board of Directors approved a stock repurchase program concurrent with its participation in a pooled trust preferred offering (as discussed above). Under the stock repurchase program, the Company may systematically repurchase up to 660,000 of its outstanding shares of Common Stock, representing approximately 5% of the 13.1 million common shares outstanding at the time of the repurchase program announcement. The Company intends to continue to repurchase shares from time to time in the open market, under conditions which allow such repurchases to be accretive to earnings while maintaining capital ratios that exceed the guidelines for a well-capitalized financial institution. As of September 30, 2001 the Company has repurchased 300,000 shares of common stock at an average price of $13.49 per share, and totaling $4.046 million, representing the retirement of approximately 2.3% of the common shares outstanding at the time of the stock repurchase program announcement. 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COLUMBIA BANKING SYSTEM, INC. This discussion should be read in conjunction with the unaudited consolidated condensed financial statements of Columbia Banking System, Inc. (the "Company") and notes thereto presented elsewhere in this report. In the following discussion, unless otherwise noted, references to increases or decreases in average balances in items of income and expense for a particular period and balances at a particular date refer to the comparison with corresponding amounts for the period or date one year earlier. THIS FORM 10-Q INCLUDES FORWARD LOOKING STATEMENTS, WHICH MANAGEMENT BELIEVES ARE A BENEFIT TO SHAREHOLDERS. THESE FORWARD LOOKING STATEMENTS DESCRIBE COLUMBIA'S MANAGEMENT'S EXPECTATIONS REGARDING FUTURE EVENTS AND DEVELOPMENTS SUCH AS FUTURE OPERATING RESULTS, GROWTH IN LOANS AND DEPOSITS, CONTINUED SUCCESS OF COLUMBIA'S STYLE OF BANKING AND THE STRENGTH OF THE LOCAL ECONOMY. THE WORDS "WILL," "BELIEVE," "EXPECT," "SHOULD," AND "ANTICIPATE" AND WORDS OF SIMILAR CONSTRUCTION ARE INTENDED IN PART TO HELP IDENTIFY FORWARD LOOKING STATEMENTS. FUTURE EVENTS ARE DIFFICULT TO PREDICT, AND THE EXPECTATIONS DESCRIBED ABOVE ARE NECESSARILY SUBJECT TO RISK AND UNCERTAINTY THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY AND ADVERSELY. IN ADDITION TO DISCUSSIONS ABOUT RISKS AND UNCERTAINTIES SET FORTH FROM TIME TO TIME IN COLUMBIA'S FILINGS WITH THE SEC, FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING POSSIBILITIES: (1) LOCAL AND NATIONAL GENERAL AND ECONOMIC CONDITIONS ARE LESS FAVORABLE THAN EXPECTED OR HAVE A MORE DIRECT AND PRONOUNCED EFFECT ON COLUMBIA THAN EXPECTED AND ADVERSELY AFFECT COLUMBIA'S ABILITY TO CONTINUE ITS INTERNAL GROWTH AT HISTORICAL RATES AND MAINTAIN THE QUALITY OF ITS EARNING ASSETS; (2) CHANGES IN INTEREST RATES REDUCE INTEREST MARGINS MORE THAN EXPECTED AND NEGATIVELY AFFECT FUNDING SOURCES; (3) PROJECTED BUSINESS INCREASES FOLLOWING STRATEGIC EXPANSION OR OPENING OR ACQUIRING NEW BRANCHES ARE LOWER THAN EXPECTED; (4) COSTS OR DIFFICULTIES RELATED TO THE INTEGRATION OF ACQUISITIONS ARE GREATER THAN EXPECTED; (5) COMPETITIVE PRESSURE AMONG FINANCIAL INSTITUTIONS INCREASES SIGNIFICANTLY; AND (6) LEGISLATION OR REGULATORY REQUIREMENTS OR CHANGES ADVERSELY AFFECT THE BUSINESSES IN WHICH COLUMBIA IS ENGAGED. OVERVIEW Columbia Banking System, Inc. (the "Company") is a registered bank holding company whose wholly owned subsidiary, Columbia State Bank ("Columbia Bank"), conducts a full-service commercial banking business. Headquartered in Tacoma, Washington, the Company provides a full range of banking services to small and medium-sized businesses, professionals and other individuals through 33 banking offices located in the Tacoma metropolitan area and contiguous parts of the Puget Sound region of Washington, as well as the Longview and Woodland communities in southwestern Washington. Substantially all of the Company's loans, loan commitments and core deposits are geographically concentrated in its service areas. Columbia Bank is a Washington state-chartered commercial bank, the deposits of which are insured by the Federal Deposit Insurance Corporation (the "FDIC"). The Bank is subject to regulation by the FDIC and the Washington State Department of Financial Institutions (Division of Banks). Although Columbia Bank is not a member of the Federal Reserve System, the Board of Governors of the Federal Reserve System has certain supervisory authority over the Company, which can also affect Columbia Bank. 9 The Company was reorganized and additional management was added in 1993 in order to take advantage of commercial banking business opportunities resulting from increased consolidation of banks in the Company's principal market area, primarily through acquisitions by out-of-state holding companies, and the resulting dislocation of customers. In the five years ended December 31, 2000, the Company has achieved significant growth in profitability, assets, loans and deposits, as shown in the following chart. At/For Year Ended Five Year Compounded (dollars in thousands) December 31, 2000 Annual Growth Rate - ---------------------- ----------------- ------------------ Net Income $ 10,070 22% Assets 1,496,495 24 Loans 1,192,520 23 Deposits 1,327,023 24 The Company's goal is to become the premier super community bank headquartered in the Pacific Northwest while establishing a significant presence in selected northwest markets. Internal growth will be augmented by strategic business combinations. The Company will build on its reputation for excellent customer service in order to be recognized in all markets it serves as the bank of choice for retail deposit customers, small to medium-sized businesses and affluent households. The Company also expects to achieve superior financial performance at the earliest practical date, consistent with development of its northwest franchise. Management believes the consolidation among financial institutions in the northwest part of the U.S. has created significant gaps in the ability of large banks operating in the states comprising that area to serve certain customers, particularly the Company's target customer base of small and medium-sized businesses, professionals and other individuals. The Company's business strategy is to provide its customers with the financial sophistication and breadth of products of a regional banking company while retaining the appeal and service level of a community bank. Management believes that as a result of the Company's strong commitment to highly personalized relationship-oriented customer service, its varied products, its strategic branch locations and the long-standing community presence of its managers, lending officers and branch personnel, it is well positioned to attract new customers and to increase its market share of loans, deposits, and other financial services in the markets it now serves and in areas contiguous to those markets. The Company has closely followed the significant changes to federal banking laws, which allow financial institutions to engage in a broader range of activities than previously permitted. Those laws also authorize the creation of financial holding companies to facilitate such expanded activity. As the Company pursues its growth strategy, it is likely that the Company will utilize the new financial holding company structure to accommodate an expansion of its products and services. The Company intends to effect its growth strategy through a combination of growth at existing branch offices, new branch openings (usually following the hiring of an experienced branch manager and/or lending officer with strong community ties and banking relationships), Columbia On Call(TM) telephone banking, Columbia OnLine(TM) internet banking, development of complementary lines of business, and acquisitions. In particular, the Company anticipates continued expansion in Pierce County, north into King County, south into Thurston County and northwest into Kitsap County. Aggressive expansion within the Seattle and "Eastside" areas of King County was begun in 2000 with the hiring of additional experienced bankers with extensive knowledge of the market. The planned growth in King County is expected to accelerate in early 2002 and beyond. The Company has 33 branches; 19 in Pierce County, 8 in King County, 4 in Cowlitz County, 1 in Kitsap County, and 1 in Thurston County. Since beginning its major Pierce County expansion in August 1993, the Company has expanded from 4 branches primarily through internal growth. During the third quarter, the Company opened a new branch in Tacoma at 13th & "A" Street on the first floor of the building that houses its corporate offices. 10 During the third quarter of 2001, the Company continued its planned expansion in the King County market. The Company continued its expansion in Bellevue and the greater Eastside and has laid the foundation for sustained growth by establishing relationships in commercial and private banking in downtown Seattle. In early 2002, the Company expects to open an office in downtown Seattle at 2nd and Columbia and a branch office in Redmond, Washington. In addition to the King County expansion, the Company continues to expand in its traditional market areas. The Martin Luther King Way branch in Tacoma and the Bonney Lake branches both opened in October 2001. An expansion of the Summit branch in Puyallup and a new, more visible facility in Fife are also planned. New branches normally do not contribute to net income for many months after opening. During the second quarter of 2001, the Company moved its headquarters to a new building at 13th & A Streets in downtown Tacoma. As the named tenant, the building provides excellent visibility and additional space to accommodate growth, as well as demonstrating the Company's commitment to revitalizing the communities it serves. In addition to the ongoing expansion of its branch network, the Company continuously reviews new products and services to give its customers more financial service options. New technology and services are reviewed for business development and cost saving purposes. During 2000, the Company introduced its new online banking service, "Columbia On-Line (TM)". Customers are able to conduct a full range of services on a real time basis, including balance inquiries, transfers, bill paying, loan information, and check image viewing. This online service has also enhanced the delivery of cash management services to commercial customers. In order to fund its lending activities and to allow for increased contact with customers, the Company has established a branch system catering primarily to retail depositors, supplemented by business customer deposits and other borrowings. The Company believes this mix of funding sources will enable it to expand lending activities rapidly while attracting a stable core deposit base. In order to support its strategy of growth, without compromising its personalized banking approach or its commitment to asset quality, the Company has made significant investments in experienced branch, lending and administrative personnel and has incurred significant costs related to its branch expansion. Although the Company's expense ratios have improved since 1993, management anticipates that the expense ratios will remain relatively high by industry standards for the foreseeable future due to the Company's continuing growth strategy and emphasis on convenience and personal service. The economy of the Company's principal market areas, while primarily dependent upon aerospace, foreign trade and natural resources, including agriculture and timber, has become more diversified over the past decade as a result of the success of software companies such as Microsoft and the establishment of numerous research and biotechnology firms. Additionally, four military bases are located in the market areas. The Washington economy and that of the Puget Sound region generally have experienced strong growth and stability in recent years; however, growth in the first nine months of 2001 appears to have slowed noticeably and further slowing is anticipated. As a result of the September 11, 2001 terrorism experienced on the East Coast, the commercial airline and aerospace industries have begun to contract in the Puget Sound region. Boeing Company press releases estimated a decline of its commercial airplane deliveries of approximately 3% in 2001 and a decrease of between 22% to 33% in 2002 from deliveries forecasted prior to the tragic events of September 11. Consequently; Boeing has announced it expects cuts between 20,000 and 30,000 employees from its workforce by the end of 2002, starting in December of this year. The full impact and timing of these job reductions on the Puget Sound economy are not yet known; however, economic activity in many areas served by Columbia Bank are expected to weaken. 11 RESULTS OF OPERATIONS The results of operations of the Company are dependent to a large degree on the Company's net interest income. The Company also generates noninterest income through service charges and fees, merchant services fees, and income from mortgage banking operations. The Company's operating expenses consist primarily of compensation and employee benefits costs, and occupancy expense. Like most financial institutions, the Company's interest income and cost of funds are affected significantly by general economic conditions, particularly changes in market interest rates, and by government policies and actions of regulatory authorities. Net income for the third quarter of 2001 was $3.5 million, or $0.26 per diluted share, compared to $3.7 million, or $0.28 per diluted share, for the third quarter of 2000, a decrease in net income of 6.6%. Net income for the nine months ended September 30, 2001, was $9.3 million, or $0.71 per diluted share, a decrease of 8.5% compared to $10.2 million, or $0.78 per diluted share for the same period in 2000. The earnings decrease for the third quarter and nine-month periods is due primarily to a declining net interest margin as a result of the rapid reduction of interest rates and slow loan growth during the first nine months of 2001. NET INTEREST INCOME Net interest income for the third quarter of 2001 increased 0.8% to $14.97 million, from $14.85 million in the third quarter of 2000. For the nine months ended September 30, 2001, net interest income increased 1.1% to $43.6 million from $43.2 million for the same period in 2000. During the first nine months of 2001 interest rates decreased dramatically as the "prime rate" declined 350 basis points (a basis point is 1/100th of 1 percent). As a result, the Company's loan yields, approximately 40% of which adjust immediately with a change in the prime rate, decreased rapidly. Additionally, in the third and fourth quarters of 2000, competition for deposits to fund loan demand placed upward pressure on the cost of deposits and borrowings, thus increasing the Company's cost of funding. Since reductions in deposit and other funding costs initially lag reductions in interest-earning asset yields, when interest rates declined during the first nine months of 2001, the yield on interest-earning assets declined faster than the previously increased cost of interest-bearing liabilities. During the first nine months of 2001, the Company took steps to lower its cost of deposits. The effect of these adjustments will initially lag the effect of reduced loan yields. Lower long-term interest rates have resulted in greater mortgage banking income as residential mortgage originations increased. Net interest margin (net interest income divided by average interest-earning assets) decreased to 4.49% in the third quarter of 2001 from 4.65% in the third quarter of 2000. Average interest-earning assets increased 4.4% to $1.33 billion compared with $1.28 billion in the same period in 2000. The yield on average interest-earning assets decreased 120 basis points to 7.66% during the third quarter of 2001 compared with 8.86% during the same period of 2000. In comparison, average interest-bearing liabilities grew to $1.09 billion, or 3.2% compared with $1.05 billion for the same period in 2000, and the average cost of interest-bearing liabilities decreased 121 basis points to 3.89% during the third quarter of 2001 from 5.10% in the same period of 2000. For the first nine months of 2001, net interest margin decreased to 4.34% from 4.69% for the same period in 2000. Average interest-earning assets grew to $1.35 billion during the first nine months of 2001, compared with $1.23 billion for the same period in 2000. The yield on average interest-earning assets decreased 61 basis points to 8.08% during the first nine months of 2001 from 8.69% in the same period of 2000. In comparison, average interest-bearing liabilities grew to $1.11 billion, compared with $1.02 billion for the same period in 2000, and the cost of average interest-bearing liabilities decreased 27 basis points to 4.56% during the first nine months of 2001 from 4.83% in the same period of 2000. 12 The unusually rapid decrease in interest rates during the first nine months of 2001 was the primary cause for slow net interest income growth during the first nine months of 2001. The Company's net interest margin hit a low of 4.24% for the first quarter 2001, improving to 4.31% in the second quarter and 4.49% in the third quarter. Management expects continued, but slower, improvement in net interest margin during the fourth quarter 2001 as interest rate reductions moderate and deposit cost repricing catches up with reductions in rates on interest-earning assets. Average interest-earning assets decreased $13.4 million, or 1.1%, to $1.33 billion compared with $1.35 billion in the second quarter of 2001 and $1.37 billion in the first quarter of 2001. The reduction was comprised in large part by a decrease of $18.5 million in average loans and a decrease of $4.2 million in investments and was partially offset by an increase of $4.7 million in other interest earning assets. The yield on average interest-earning assets decreased 44 basis points to 7.66%, from 8.10% during the second quarter, 8.48% in the first quarter of 2001, and from 8.75% in the fourth quarter of 2000. During the third quarter, average interest-bearing liabilities decreased $13.2 million, or 1.2%, to $1.09 billion compared with the second quarter of 2001, including a decrease of $4.36 million in interest-bearing deposits and a decrease of $8.81 million in borrowings. The decrease in interest-bearing deposits is primarily due to run-off of higher rate CDs. The cost of average interest-bearing liabilities decreased 75 basis points to 3.89% during the third quarter of 2001, from 4.64% in the second quarter of 2001, 5.13% in the first quarter of 2001, and 5.20% in the fourth quarter of 2000. During the second quarter of 2001 the Bank purchased an income stream on a group of leases. The asset is classified as an "other asset" with a face value of $5.0 million. The income is recorded monthly as "interest income". During the third quarter of 2001, the Company participated in a pooled trust preferred offering. In connection with the transaction, the Company, through its subsidiary trust, issued $22.0 million of 30 year floating rate capital securities. The capital securities constitute guaranteed preferred beneficial interests in CBSI debentures issued by the Company at the same time. The Company has used $8.0 million of the proceeds from the trust preferred offering to retire outstanding short-term debt and $4.0 million to repurchase 300,000 shares of its outstanding common stock as part of an ongoing stock repurchase program announced in August 2001. Interest payments in connection with this offering are recorded monthly as "interest expense". LOOKING FORWARD The continued decline in short term interest rates during the third quarter of 2001, and potential further reductions, will continue to put pressure on the net interest margin. However, recent growth in core deposits and improvement in the price of interest-bearing liabilities will offset a portion of that pressure. For that reason, management continues to expect that the Company's 2001 earnings will be in the range of $0.95 - $1.05 per share. 13 CONSOLIDATED AVERAGE BALANCES--NET CHANGES COLUMBIA BANKING SYSTEM, INC.
Three Months Ended Increase Nine Months Ended Increase September 30, (Decrease) September 30, (Decrease) (IN THOUSANDS) 2001 2000 Amount 2001 2000 Amount - ----------------------------------------------------------------------------------------------------------------------------------- ASSETS Loans $1,219,182 $1,171,773 $ 47,409 $1,224,533 $1,135,213 $ 89,320 Securities 95,389 96,419 (1,030) 99,588 95,795 3,793 Interest-earning deposits with banks 12,301 7,329 4,972 24,391 3,625 20,766 Other interest-earning assets 4,740 4,740 2,161 2,161 - ----------------------------------------------------------------------------------------------------------------------------------- Total interest-earning assets 1,331,612 1,275,521 56,091 1,350,673 1,234,633 116,040 Other earning assets 14,978 14,978 5,138 5,138 Non-earning assets 105,612 112,080 (6,468) 107,747 108,839 (1,092) - ----------------------------------------------------------------------------------------------------------------------------------- Total assets $1,452,202 $1,387,601 $ 64,601 $1,463,558 $1,343,472 $ 120,086 =================================================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Interest-bearing deposits $1,038,043 $ 996,785 $ 41,258 $1,056,731 $ 959,235 $ 97,496 Federal Home Loan Bank advances 32,215 50,408 (18,193) 40,745 59,787 (19,042) Trust preferred obligations 14,383 14,383 4,847 4,847 Other borrowings 2,696 6,500 (3,804) 5,566 5,363 203 - ----------------------------------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities 1,087,337 1,053,693 33,644 1,107,889 1,024,385 83,504 Noninterest-bearing deposits 229,692 214,225 15,467 223,509 203,875 19,634 Other noninterest-bearing liabilities 11,460 10,217 1,243 12,003 9,923 2,080 Shareholders' equity 123,713 109,466 14,247 120,157 105,289 14,868 - ----------------------------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $1,452,202 $1,387,601 $ 64,601 $1,463,558 $1,343,472 $ 120,086 ===================================================================================================================================
NONINTEREST INCOME Noninterest income increased $1.14 million or 37.8% in the third quarter of 2001, and $2.8 million, or 33.1%, for the first nine months of 2001 compared with the same period in 2000. Increases during the third quarter and the first nine months of 2001 were primarily centered in mortgage banking operations and merchant services income. Mortgage banking income has been favorably impacted by increased residential mortgage originations due to the effect of lower long-term interest rates. Increases in merchant services income is due to the overall growth of the customer base and the continued emphasis on expanding the market for that product. Noninterest income increased 25% from the first quarter of 2001 to the third quarter of 2001. During the third quarter and first nine months of 2001, the Company recorded net gains on sale of investment securities of $70,000 and $107,000, respectively. During the third quarter, the Bank purchased an additional $4.0 million of "Bank Owned Life Insurance" (BOLI) in connection with a Company benefit plan. Year to date, the Company has purchased $16.3 million of BOLI, $12.3 million in the second quarter 2001 and $4.0 million in the third quarter 2001. The asset is classified as an "other asset" and the income is tax-exempt and recorded as "other income". NONINTEREST EXPENSE Total noninterest expense increased $1.4 million, or 12.4%, for the third quarter of 2001, and $4.4 million, or 13%, for the first nine months of 2001, compared with the same periods in 2000. The increases were primarily due to personnel and occupancy costs associated with the Company's expansion and other expenses. The personnel cost increases reflect significant hiring in the fourth quarter of 2000 and the first quarter 2001 of experienced bankers in connection with the Company's King County expansion. The Company's efficiency ratio (noninterest expense divided by the sum of net interest income plus noninterest income) was 66.7% and 68.9% for the third quarter and first nine months of 2001, respectively, compared to 63.3% and 64.7% for the same periods in 2000. 14 INCOME TAXES For the third quarter and first nine months of 2001, the Company recorded income tax provisions of $1.7 million and $4.8 million, respectively, compared with $1.9 million and $5.4 million for the same periods in 2000. CREDIT RISK MANAGEMENT The extension of credit in the form of loans or other credit products to individuals and businesses is a major portion of the Company's principal business activity. Company policies and applicable laws and regulations require risk analysis as well as ongoing portfolio and credit management. The Company manages its credit risk through lending limit constraints, credit review, approval policies and extensive, ongoing internal monitoring. The Company also manages credit risk through diversification of the loan portfolio by type of loan, type of industry, aggregation of debt limits to a single borrower and the type of borrower. In analyzing its existing portfolio, the Company reviews its consumer and residential loan portfolios by risk rating each loan and analyzing their performance as a pool of loans since no single loan is individually significant or judged by its risk rating size or potential risk of loss. In contrast, the monitoring process for the commercial business, private banking, real estate construction, and commercial real estate portfolios includes periodic reviews of individual loans with risk ratings assigned to each loan and performance judged on a loan by loan basis. The Company reviews these loans to assess the ability of the borrower to service all of its interest and principal obligations and as a result the risk rating may be adjusted accordingly. In the event that full collection of principal and interest is not reasonably assured, the loan is appropriately downgraded and placed on non-accrual status even though the loan may be current as to principal and interest payments. Additionally, the Company would assess whether an impairment of a loan as provided in SFAS No. 114, "Accounting by Creditors for Impairment of a Loan", would warrant specific reserves or a write-down of the loan. See "Provision and Allowance For Loan Losses" on page 19. Loan policies, credit quality criteria, portfolio guidelines and other controls are established under the guidance of the Company's Chief Credit Officer and approved, as appropriate, by the Board. Credit Administration, together with appropriate loan committees, has the responsibility for administering the credit approval process. As another part of its control process, the Company uses an independent internal credit review and examination function to provide assurance that loans and commitments are made and maintained as prescribed by its credit policies. This includes a review of documentation when the loan is initially extended and subsequent examination to ensure continued performance and proper risk assessment. LOAN PORTFOLIO ANALYSIS The Company is a full service commercial bank, which originates a wide variety of loans. Consistent with the trend begun in 1993, the Company continues to concentrate its efforts on originating commercial business and commercial real estate loans. 15 The following table sets forth the Company's loan portfolio composition by type of loan for the dates indicated:
September 30, % of December 31, % of (IN THOUSANDS) 2001 Total 2000 Total - --------------------------------------------------------------------------------------------------------------------------- Commercial business $ 468,916 39.4% $ 496,125 41.6% Real estate: One-to-four family residential 56,283 4.7 55,922 4.7 Five or more family residential and commercial properties 441,760 37.2 428,884 36.0 - --------------------------------------------------------------------------------------------------------------------------- Total real estate 498,043 41.9 484,806 40.7 Real estate construction: One-to-four family residential 23,969 2.0 33,548 2.8 Five or more family residential and commercial properties 90,454 7.6 74,451 6.3 - --------------------------------------------------------------------------------------------------------------------------- Total real estate construction 114,423 9.6 107,999 9.1 Consumer 110,050 9.3 106,633 8.9 - --------------------------------------------------------------------------------------------------------------------------- Sub-total loans 1,191,432 100.2 1,195,563 100.3 Less: Deferred loan fees (2,726) (0.2) (3,043) (0.3) - --------------------------------------------------------------------------------------------------------------------------- Total loans $ 1,188,706 100.0% $ 1,192,520 100.0% =========================================================================================================================== Loans held for sale $ 22,826 $ 14,843 ===========================================================================================================================
Total loans (excluding loans held for sale) at September 30, 2001 decreased $3.8 million, or 0.3%, to $1.2 billion from year-end 2000. The commercial loan decrease was partially offset by increases in real estate, real estate construction, and consumer loans. COMMERCIAL LOANS: Commercial loans decreased $27.2 million to $468.9 million from year-end 2000, representing 39.4% of total loans compared with 41.6% of total loans at December 31, 2000. Management is committed to providing competitive commercial lending in the Company's market areas. The Company continues to emphasize its relationship banking with businesses, business owners and affluent individuals and expects to continue to expand its commercial lending products. REAL ESTATE LOANS: Residential one-to-four family loans increased $361 thousand to $56.3 million at September 30, 2001, representing 4.7% of total loans, compared with $55.9 million, or 4.7% of total loans at December 31, 2000. These loans are used by the Company to collateralize advances from the FHLB. The Company's underwriting standards require that one-to-four family portfolio loans generally be owner-occupied. The loan amounts may not exceed 80% (90% with private mortgage insurance) of the appraised value or cost, whichever is lower, of the underlying collateral at origination. Generally, management's policy is to originate for sale to third parties residential loans secured by properties located within the Company's primary market areas. The Company makes multi-family and commercial real estate loans in its market areas. Multi-family and commercial real estate lending increased $12.9 million, or 3%, to $441.8 million at September 30, 2001, representing 37.2% of total loans, from $428.9 million, or 36.0% of total loans at December 31, 2000. The increase in multi-family and commercial real estate lending during 2001 reflects a mix of owner occupied and income property transactions. Generally, multi-family and commercial real estate loans are made to borrowers who have existing banking relationships with the Company. The Company's underwriting standards generally require that the loan-to-value ratio for multi-family and commercial loans not exceed 75% of appraised value or cost, whichever is lower, and that commercial properties maintain debt coverage ratios (net operating income divided by annual debt servicing) of 1.2 or better. Underwriting standards can be influenced by competition and other factors. The Company endeavors to maintain the highest practical underwriting standards while balancing the need to remain competitive in its lending practices. 16 REAL ESTATE CONSTRUCTION LOANS: The Company originates a variety of real estate construction loans. One- to-four family residential construction loans are originated for the construction of custom homes (where the home buyer is the borrower) and provide financing to builders for the construction of pre-sold homes and speculative residential construction. Construction loans on one-to-four family residences decreased $9.6 million to $24 million at September 30, 2001, representing 2% of total loans, from $33.5 million, or 2.8% of total loans at December 31, 2000. Multi-family and commercial real estate construction loans increased $16.0 million to $90.5 million at September 30, 2001, representing 7.6% of total loans, from $74.5 million, or 6.3% of total loans at December 31, 2000. The Company endeavors to limit its construction lending risk through adherence to strict underwriting procedures. CONSUMER LOANS: At September 30, 2001, the Company had $110.1 million of consumer loans outstanding, representing 9.3% of total loans, an increase of $3.4 million compared with $106.6 million, at December 31, 2000. Consumer loans made by the Company include automobile loans, boat and recreational vehicle financing, home equity and home improvement loans and miscellaneous personal loans. FOREIGN OUTSTANDING: Columbia Bank is not involved with loans to foreign companies and foreign countries. NONPERFORMING ASSETS Nonperforming assets consist of: (i) nonaccrual loans, which generally are loans placed on a nonaccrual basis when the loan becomes past due 90 days or when there are otherwise serious doubts about the collectibility of principal or interest; (ii) restructured loans, for which concessions, including the reduction of interest rates below a rate otherwise available to that borrower or the deferral of interest or principal, have been granted due to the borrower's weakened financial condition (interest on restructured loans is accrued at the restructured rates when it is anticipated that no loss of original principal will occur); and (iii) real estate owned. 17 The following tables set forth, at the dates indicated, information with respect to nonaccrual loans, restructured loans, total nonperforming loans (nonaccrual loans plus restructured loans), real estate owned, and total nonperforming assets of the Company:
September 30, December 31, (IN THOUSANDS) 2001 2000 - ---------------------------------------------------------------------------------------------------------------- Nonaccrual: One-to-four family residential $ 462 $ 410 Commercial real estate 193 698 Commercial business 6,232 11,091 Consumer 329 307 - ---------------------------------------------------------------------------------------------------------------- Total 7,216 12,506 Restructured: One-to-four family residential construction 949 1,136 Commercial business - ---------------------------------------------------------------------------------------------------------------- Total 949 1,136 - ---------------------------------------------------------------------------------------------------------------- Total nonperforming loans $ 8,165 $13,642 ================================================================================================================ Real estate owned $ 422 $ 1,291 - ---------------------------------------------------------------------------------------------------------------- Total nonperforming assets $ 8,587 $14,933 ================================================================================================================
The consolidated financial statements are prepared according to the accrual basis of accounting. This includes the recognition of interest income on the loan portfolio, unless a loan is placed on a nonaccrual basis. The policy of the Company generally is to discontinue the accrual of interest on all loans past due 90 days or more and place them on nonaccrual status. Nonaccrual loans and other nonperforming assets are centered in a small number of lending relationships which management considers adequately reserved. In the fourth quarter 2000, deterioration of a single large credit relationship with a principal balance of $8.0 million caused the Company to place $6 million of the loan balance on nonaccrual and include it in impaired loans. With a slowing economy predicted for the next several quarters and due to management's determination to respond aggressively to any potential declines in overall loan quality, the Company decided to charge-off the $6.0 million, and to take certain other charge-offs totaling $1.1 million, in the third quarter of 2001. The Company will continue its collection efforts and liquidation of collateral to recover as large a portion of the charged-off assets as possible. Substantially all nonperforming loans are to borrowers within the State of Washington. Nonperforming loans were $8.2 million, or 0.69% of total loans (excluding loans held for sale) at September 30, 2001, compared to $13.6 million, or 1.14% of total loans at December 31, 2000. Restructured loans decreased to $949,000 at September 30, 2001, from $1.1 million, at December 31, 2000. Real estate owned, which is comprised of property from foreclosed real estate loans, decreased $869,000 to $422,000 at September 30, 2001, from $1.3 million at December 31, 2000. During the third quarter of 2001, the Company completed sale on a foreclosed property that was initiated in the second quarter. A one-time gain of $373,000 was recorded in connection with the transaction. At September 30, 2001, REO consisted of two foreclosed properties. Total nonperforming assets totaled $8.6 million, or 0.58% of period-end assets at September 30, 2001, compared to $14.9 million, or 1.00% of period-end assets at December 31, 2000. 18 PROVISION AND ALLOWANCE FOR LOAN LOSSES The Company maintains an allowance for loan losses to absorb losses inherent in the loan portfolio. The size of the allowance is determined through quarterly assessments of the probable estimated losses in the loan portfolio. The Company's methodology for making such assessments and determining the adequacy of the allowance includes the following key elements: 1. General Reserves consistent with SFAS No. 5, "Accounting for Contingencies." 2. Criticized/Classified Loss Reserve on specific relationships 3. Specific allowances for identified problem loans in accordance with SFAS No. 114, "Accounting by Creditors for Impairment of a Loan." On a quarterly basis (semi-annual in the case of economic and business conditions reviews) the senior credit officers of the Company review with Executive Management and the Board of Directors the various additional factors that management considers when determining the adequacy of the allowance. These factors include the following as of the applicable balance sheet date: 1. Existing general economic and business conditions affecting the Company's market place 2. Credit quality trends, including trends in nonperforming loans 3. Collateral values 4. Seasoning of the loan portfolio 5. Bank regulatory examination results 6. Findings of internal credit examiners 7. Duration of current business cycle The allowance is increased by provisions charged to expense, and is reduced by loans charged off, net of recoveries. While management believes it uses the best information available to determine the allowance for loan losses, unforeseen market conditions could result in adjustments to the allowance, and net income could be significantly affected, if circumstances differ substantially from the assumptions used in determining the allowance. At September 30, 2001, the Company's allowance for loan losses was $13.4 million, or 1.13% of the total loans (excluding loans held for sale), and 164% of nonperforming loans. This compares with an allowance of $18.8 million, or 1.58% of the total loan portfolio, and 137.7% of nonperforming loans, at December 31, 2000. 19 In the fourth quarter 2000, the Company took an additional loan loss provision of $6.0 million to increase its allowance for loan losses to reflect the deterioration of a single substantial credit relationship. The reduction of the Company's allowance for loan losses in the third quarter of 2001 as compared to the same period in 2000 is principally due to the charge-off of $6 million of the substantial credit that was previously identified and removal of the related specific reserve. As a result of the deterioration of this single relationship, the Company undertook a comprehensive review of the process currently in place to detect and react to other potential loan portfolio deterioration. Based on the results of that review, management is confident that the problems with the single loan are not symptomatic of other similar problems in the loan portfolio. In addition, management retained the Secura Group, a nationally recognized firm with expertise in commercial loan credit review, to conduct an independent assessment of the Company's loan and collateral monitoring procedures. A summary of the findings of that firm was filed as an exhibit to the second quarter form 10-Q. Management has implemented the recommendation to provide greater organizational separation between the credit administration and loan production functions. The Chief Credit Officer manages the credit process while the Senior Production Officer is responsible for loan production. Both the Chief Credit Officer and the Senior Production Officer report directly to the President of Columbia Bank. Net loan charge-offs amounted to $8.4 million for the first nine months of 2001 compared with net loan charge-offs of $98,000 for the same period in 2000. The single substantial credit relationship as noted in the nonperforming assets discussion accounted for $6 million of the third quarter 2001 charge-offs, while the remaining $1.1 million in net charge-offs in the third quarter was comprised of several loans charged-off, the largest of which was $400,000. During the first nine months of 2001, the Company set aside $3.05 million as a provision for loan losses, an increase of $350,000 over the same period in 2000. In view of apparent softness in the economy of its market area and weakening of its loan portfolio, the Company chose to increase its provision for loan losses at this rate despite slowing loan growth. Management will regularly evaluate the necessity of any additions to the loan loss reserve based upon the Company's credit quality, loan growth, the economy and other factors. The following table provides an analysis of the Company's allowance for loan losses at the dates and the periods indicated:
Three Months Ended Nine Months Ended September 30, September 30, (IN THOUSANDS) 2001 2000 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------- Beginning balance $ 19,224 $ 12,072 $ 18,791 $ 9,967 Charge-offs: One-to-four family residential construction (110) (8) (110) (20) Commercial business (7,003) (239) (8,457) (512) Consumer (14) (190) (24) (307) - ------------------------------------------------------------------------------------------------------------------------------- Total charge-offs (7,127) (437) (8,591) (839) Recoveries: Commercial business 40 27 112 722 Consumer 10 7 35 19 - ------------------------------------------------------------------------------------------------------------------------------- Total recoveries 50 34 147 741 - ------------------------------------------------------------------------------------------------------------------------------- Net (charge-offs) recoveries (7,077) (403) (8,444) (98) Provision charged to expense 1,250 900 3,050 2,700 - ------------------------------------------------------------------------------------------------------------------------------- Ending balance $ 13,397 $ 12,569 $ 13,397 $ 12,569 ===============================================================================================================================
20 LIQUIDITY AND SOURCES OF FUNDS The Company's primary sources of funds are customer deposits and advances from the Federal Home Loan Bank of Seattle (the "FHLB"). These funds, together with loan repayments, loan sales, retained earnings, equity and other borrowed funds, are used to make loans, to acquire securities and other assets and to fund continuing operations. DEPOSIT ACTIVITIES The Company's deposit products include a wide variety of transaction accounts, savings accounts and time deposit accounts. Total deposits decreased $31.2 million, or 2.4%, to $1.296 billion at September 30, 2001 from $1.327 billion at December 31, 2000. The decrease was primarily centered in certificates of deposit balances, as the Company reduced the rates of interest offered on the certificates. Average core deposits (demand deposit, savings, and money market accounts) increased to $715.9 million, during the third quarter of 2001, from $681.5 million in the second quarter of 2001, and from $689.1 million during the first quarter of 2001. The Company has established a branch system catering primarily to retail depositors, supplemented by business customer deposits and other borrowings. The branch system deposits are intended to provide a stable core funding base for the Company. Together with that stable core deposit base, management's strategy for funding growth is to make use of brokered and other wholesale deposits. The Company's use of brokered and other wholesale deposits increased in 2000, and management anticipates continued use of such deposits to fund loans. At September 30, 2001, brokered and other wholesale deposits (excluding public deposits) totaled $40.2 million, or 3.1% of total deposits, compared with $53.0 million, or 4% of total deposits at December 31, 2000. The brokered deposits have varied maturities up to 5 years. BORROWINGS The Company relies on FHLB advances to supplement its funding sources, and the FHLB serves as a source of long-term borrowings. In addition, the Company uses short-term borrowings from the FHLB when necessary. One-to-four family real estate mortgages and certain other assets secure FHLB advances. At September 30, 2001, the Company had short-term advances of $27.3 million compared to a balance of $40.0 million at December 31, 2000. Management anticipates that the Company will continue to rely on the same sources of funds in the future, and will use those funds primarily to make loans and purchase securities. TRUST PREFERRED OBLIGATIONS During the third quarter of 2001, the Company participated in a pooled trust preferred offering. In connection with the transaction, the Company, through its subsidiary trust, issued $22.0 million of 30 year floating rate capital securities. The capital securities constitute guaranteed preferred beneficial interests in CBSI debentures issued by the Company at the same time. The debentures have an initial rate of 7.29%. The floating rate is based on the 3-month LIBOR plus 3.58% and is adjusted quarterly. The Company can call the debt at five years for a premium and at ten years at par, allowing the Company to retire the debt early if conditions are favorable. The Company has used $8.0 million of the proceeds from the trust preferred offering to retire outstanding short-term debt and $4.0 million to repurchase 300,000 shares of its outstanding common stock as part of an ongoing stock repurchase program announced in August 2001. 21 CAPITAL Shareholders' equity at September 30, 2001, was $122.1 million compared with $113.8 million at December 31, 2000. The increase is due primarily to net income of $9.3 million during the first nine months of 2001. Shareholders' equity was 8.3% and 7.61% of total period-end assets at September 30, 2001, and December 31, 2000, respectively. Banking regulations require bank holding companies to maintain a minimum "leverage" ratio of core capital to adjusted quarterly average total assets of at least 3%. At September 30, 2001, the Company's leverage ratio was 9.84%, compared with 7.77% at December 31, 2000. In addition, banking regulators have adopted risk-based capital guidelines, under which risk percentages are assigned to various categories of assets and off-balance sheet items to calculate a risk-adjusted capital ratio. Tier I capital generally consists of common shareholders' equity and trust preferred obligations less goodwill and certain identifiable intangible assets, while Tier II capital includes the allowance for loan losses and subordinated debt, both subject to certain limitations. Regulatory minimum risk-based capital guidelines require Tier I capital of 4% of risk-adjusted assets and total capital (combined Tier I and Tier II) of 8% of risk-adjusted assets to be considered "adequately capitalized". The Company's Tier I and total capital ratios were 10.55% and 11.54% respectively, at September 30, 2001, compared with 8.58% and 9.54%, respectively, at December 31, 2000. During 1992, the Federal Deposit Insurance Corporation (the "FDIC") published the qualifications necessary to be classified as a "well capitalized" bank, primarily for assignment of FDIC insurance premium rates beginning in 1993. To qualify as "well capitalized," banks must have a Tier I risk-adjusted capital ratio of at least 6%, a total risk-adjusted capital ratio of at least 10%, and a leverage ratio of at least 5%. Columbia Bank qualified as "well-capitalized" at September 30, 2001. Failure to qualify as "well capitalized" can negatively impact a bank's ability to expand and to engage in certain activities. Applicable federal and Washington State regulations restrict capital distributions by institutions such as Columbia Bank, including dividends. Such restrictions are tied to the institution's capital levels after giving effect to distributions. The Company's ability to pay cash dividends is substantially dependent upon receipt of dividends from the Bank. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK A number of measures are used to monitor and manage interest rate risk, including income simulations and interest sensitivity (gap) analyses. An income simulation model is the primary tool used to assess the direction and magnitude of changes in net interest income resulting from changes in interest rates. Basic assumptions in the model include prepayment speeds on mortgage-related assets, cash flows and maturities of other investment securities, loan and deposit volumes and pricing. These assumptions are inherently subjective and, as a result, the model cannot precisely estimate net interest income or precisely predict the impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors. At September 30, 2001, based on the measures used to monitor and manage interest rate risk, there has not been a material change in the Company's interest rate risk since December 31, 2000. For additional information, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" referenced in the Company's annual report on Form 10-K for the year ended December 31, 2000. 22 PART II - OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 4.1 Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of instruments defining the rights of holders of long-term debt and preferred securities are not filed. The Company agrees to furnish a copy thereof to the Securities and Exchange Commission upon request. 10.1 Form of Split Dollar Agreement between Columbia Banking System, Inc., Columbia State Bank, its wholly owned subsidiary, and each of the following executive officers: Melanie J. Dressel, J. James Gallagher, Don L. Hirtzel, H. R. Russell, Gary R. Schminkey, and Evans Q. Whitney. 10.2 Form of Executive Supplemental Compensation Agreement between Columbia Banking System, Inc., Columbia State Bank, its wholly owned subsidiary, and each of the following executive officers: Melanie J. Dressel, J. James Gallagher, H. R. Russell, Gary R. Schminkey, and Evans Q. Whitney. 10.3 Form of Director Long-Term Care Agreement between Columbia Banking System, Inc., Columbia State Bank, its wholly owned subsidiary, and each of the directors of the Company. (b) Reports on Form 8-K On August 13, 2001, the Company filed an 8-K dated August 9, 2001 announcing that it had received $22 million from its participation in a pooled trust preferred offering and that its Board of Directors had approved a stock repurchase program. 23 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, thereunto duly authorized. COLUMBIA BANKING SYSTEM, INC. (Registrant) Date November 13, 2001 By /s/ J. James Gallagher ------------------------------ ------------------------------- J. James Gallagher Vice Chairman and Chief Executive Officer Date November 13, 2001 By /s/ Gary R. Schminkey ------------------------------ ------------------------------- Gary R. Schminkey Executive Vice President and Chief Financial Officer 24 EX-10.1 3 ex10-1_10876.txt FORM OF SPLIT DOLLAR AGREEMENT EXHIBIT 10.1 ------------ COLUMBIA BANKING SYSTEM, INC. AND COLUMBIA STATE BANK LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR AGREEMENT Insurer: Policy Number: Insurer: Policy Number: Insurer: Policy Number: Owner: Columbia State Bank Insured: Effective Date: August 1, 2001 This Agreement is by and between Columbia Bank System, Inc., Columbia State Bank, its wholly owned subsidiary (either or both, as applicable, referred to interchangeably as the "Company"), and ______________, a senior executive of the Company. I. DEFINITIONS The term "Policy" shall refer to the above-cited policies as well any policies obtained, by means of 1035 exchange, to replace the above-cited policies. Policy definitions shall govern. II. POLICY TITLE AND OWNERSHIP The respective rights and duties of the Company and the Insured in the Policy shall be as follows: Title and ownership shall reside in the Company for its use and for the use of the Insured all in accordance with this Agreement. The Company alone may, to the extent of its interest, exercise the right to borrow or withdraw the Policy cash values or to terminate the Policy. Where the Company and the Insured, mutually agree to exercise the right to increase coverage under the Policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement. Columbia Banking System, Inc. Split Dollar Agreement Page 2 of 5 III. BENEFICIARY DESIGNATION The Insured shall have the right and power to designate beneficiaries to receive his/her share of death proceeds, as provided in this Agreement. Likewise, the Insured shall have the right and power to elect and change a payment option for such beneficiaries. IV. PREMIUM PAYMENTS The Company shall pay premiums and the Insured shall not be responsible for any portion thereof. V. TAXABLE BENEFIT Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service. The Company (or its administrator) will report to the Insured such imputed income on Form W-2 or its equivalent. VI. DIVISION OF DEATH PROCEEDS Subject to Paragraph VII herein, The Company shall be entitled to the death proceeds of the Policy, except that beneficiaries designated by the Insured in accordance with Paragraph III, shall be entitled to a share, calculated as follows: 1. If the Insured is employed by the Company at the time of death, the death benefit shall be calculated as of the date of death of the Insured and be the lesser of the following alternative amounts: (a) two times the Insured's Base Annual Salary; or (b) one hundred percent (100%) of the Net at Risk Insurance Portion of the proceeds. 2. If the Company no longer employs the Insured at the time of death the beneficiaries' share of Policy proceeds shall be $25,000. 3. The Company and the Insured's beneficiaries shall share any interest due on death proceeds in the same on a pro rata basis ratio as applies to death proceeds, respectively. 4. If the Insured is employed by the Company upon termination of the Policy, the Company will promptly restore the Insured to full participation in any group term life insurance program then in effect for other employees of the Company. VII. DIVISION OF CASH SURRENDER VALUE The Company shall at all times be entitled to an amount equal to the Policy's cash value, as that term is defined in the Policy, less any Policy loans and unpaid interest or cash withdrawals previously incurred by the Company and any applicable Policy surrender charges. Such cash value shall be determined as of the date of surrender of the Policy or death of the Insured as the case may be. Columbia Banking System, Inc. Split Dollar Agreement Page 3 of 5 VIII. PREMIUM WAIVER If the Policy contains a premium waiver provision, any such waived amounts shall be considered for all purposes of this Agreement as having been paid by the Company. IX. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS In the event the Policy involves an endowment or annuity element, the Company's right and interest in any endowment proceeds or annuity benefits shall be determined according to this Agreement, by regarding such endowment proceeds, or the commuted value of such annuity benefits, as the Policy's cash value. Such endowment proceeds or annuity benefits shall be treated like death proceeds for the purposes of division under this Agreement. X. TERMINATION OF AGREEMENT This Agreement shall terminate immediately upon the commission of any act by the Insured that results in the termination of the Policy by the Insurer. Except as provided above, this Agreement shall terminate upon distribution of death benefits in accordance with Paragraph VI above. XI. PROHIBITION ON ASSIGNMENT The Insured may not, without the prior written consent of the Company, assign to any individual, trust or other organization, any right, title or interest in the Policy or in any rights, options, privileges or duties created under this Agreement. XII. AGREEMENT BINDING UPON THE PARTIES This Agreement shall be binding upon the Insured and the Company, and their respective heirs, successors, personal representatives and assigns, as applicable. XIII. NAMED FIDUCIARY AND PLAN ADMINISTRATOR The Company is hereby designated the "Named Fiduciary" until resignation or removal by its Board of Directors. As Named Fiduciary, the Company shall be responsible for the management, control, and administration of this Agreement as established herein. The Named Fiduciary may allocate to others certain aspects of the management and operations responsibilities of this Agreement, including the employment of advisors and the delegation of any ministerial duties to qualified individuals. Columbia Banking System, Inc. Split Dollar Agreement Page 4 of 5 XIV. FUNDING POLICY The funding Policy for this Agreement shall be to maintain the Policy in force by paying, when due, all premiums required. XV. CLAIM PROCEDURES Claims shall be directed to The Benefit Marketing Group, Inc., Atlanta Georgia (770-952-1529). If a claim is payable, a benefit check will be issued to the Named Fiduciary. In the event that a claim is not eligible under the Policy, the Insurer will notify the Named Fiduciary of the denial as required by the Policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, it should contact the office named above and they will assist in making inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer. XVI. GENDER AND PLURAL VS SINGULAR Whenever in this Agreement words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply. When applicable, nouns in the singular shall be read and construed as in the plural and visa versa. XVII. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT The Insurer shall not be deemed a party to this Agreement, but will be served with an executed copy of this Agreement. Payment or other performance in accordance with the Policy provisions shall fully discharge the Insurer from any and all liability. IN WITNESS WHEREOF, the Insured and duly authorized Company officer have signed this Agreement as of the above written date. Columbia Banking System, Inc. Columbia State Bank - -------------------------- -------------------------------- J. James Gallagher Melanie J. Dressel Its Vice Chairman and CEO Its President and Chief Executive Officer Executive Name: Columbia Banking System, Inc. Split Dollar Agreement Page 5 of 5 BENEFICIARIES DESIGNATION FORM PRIMARY DESIGNATION: NAME RELATIONSHIP - ----------------------------- ----------------------------------- - ----------------------------- ----------------------------------- - ----------------------------- ----------------------------------- CONTINGENT DESIGNATION: - ----------------------------- ----------------------------------- - ----------------------------- ----------------------------------- - ----------------------------- ----------------------------------- _____________, 2001 Signed:_______________________ Executive EX-10.2 4 ex10-2_10876.txt FORM OF EXEC. SUPPLEMENTAL COMPENSATION AGREEMENT EXHIBIT 10.2 ------------ EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT THIS AGREEMENT is made and entered into effective as of August 1, 2001, by and between COLUMBIA STATE BANK and COLUMBIA BANKING SYSTEM, INC., its parent holding company (jointly hereafter the "Employer"), and ______________________________, an individual residing in the State of Washington (the "Executive"). R E C I T A L S WHEREAS, the Executive is an executive officer of the Employer; WHEREAS, the Employer desires to establish a compensation benefit program as a fringe benefit for executive officers of the Employer in order to attract and retain individuals with extensive and valuable experience in the banking industry; WHEREAS, the Executive's experience and knowledge of the affairs of the Employer and the banking industry are extensive and valuable; WHEREAS, it is deemed to be in the best interests of the Employer to provide the Executive with certain fringe benefits, on the terms and conditions set forth herein, in order to reasonably induce the Executive to remain in the Employer's employment; and WHEREAS, the Executive and the Employer wish to specify in writing the terms and conditions upon which this additional compensatory incentive will be provided to the Executive; NOW, THEREFORE, in consideration of the services to be performed by the Executive in the future, as well as the mutual promises and covenants contained herein, the Executive and the Employer agree as follows: A G R E E M E N T 1. TERMS AND DEFINITIONS. 1.1 ADMINISTRATOR. The Employer shall be the "Administrator" and, solely for the purposes of ERISA as defined in Paragraph 1.9 below, the "fiduciary" of this Agreement where a fiduciary is required by ERISA. 1.2 APPLICABLE PERCENTAGE. The term "Applicable Percentage" shall mean that percentage listed on Schedule A attached hereto which is in effect as of the date indicated on Schedule A. Notwithstanding the foregoing or the percentages set forth on Schedule A, but subject to all other terms and conditions set forth herein, the "Applicable Percentage" shall be: one hundred percent (100%) in the event the Executive's Employment is terminated pursuant to Paragraph 5.4 upon the occurrence of a "Change in Control" as defined in Paragraph 1.3 below, or the Executive's Disability (as defined in Paragraph 1.5 below). 1.3 CHANGE IN CONTROL. The term "Change in Control" shall mean the occurrence of one or more of the following events: (a) One person or entity acquiring or otherwise becoming the owner of twenty-five percent (25%) or more of Columbia Bank System, Inc.'s ("CBSI") outstanding common stock; (b) Replacement of a majority of the incumbent directors of CBSI by directors whose elections have not been supported by a majority of the Board of CBSI; or (c) Dissolution or sale of fifty percent (50%) or more in value of the assets, of either CBSI or Columbia State Bank. 1.4 THE CODE. The "Code" shall mean the Internal Revenue Code of 1986, as amended (the "Code"). 1.5 DISABILITY/DISABLED. The term "Disability" or "Disabled" shall have the same meaning given such terms in any policy of disability insurance maintained by the Employer for the benefit of the Executive. In the absence of such a policy which extends coverage to the Executive in the event of disability, the terms shall mean bodily injury or disease (mental or physical) which wholly and continuously prevents the performance of duty for at least six months. 1.6 EARLY RETIREMENT DATE. The term "Early Retirement Date" shall mean any date after the attainment of age fifty-five (55), provided the Applicable Percentage equals one hundred percent (100%). And provided further, the Executive may elect a date after age fifty-five (55) by written election filed with the Employer and that date shall be the Early Retirement Date hereunder. Such election shall be irrevocable except that the Early Retirement Date may be changed at any time prior to age fifty-four and one-half (54 1/2). 1.7 EFFECTIVE DATE. The term "Effective Date" shall mean the date first written above. 1.8 EMPLOYMENT. The term "Employment" shall mean full time employment with the Employer or the provision of services by Executive in connection with a consulting agreement entered into with the Employer. 1.9 ERISA. The term "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. 1.10 EXECUTIVE BENEFIT. The term "Executive Benefit" or "Retirement Benefit Payments" shall mean the benefits determined pursuant to Paragraph 3, 4 or 5 and in accordance with Schedule B, and forfeited, reduced or adjusted to the extent: (i) required under the other provisions of this Agreement, including, but not limited to, Paragraphs 5, 6 and 7 hereof; (ii) required by reason of the lawful order of any regulatory agency or body having jurisdiction over the Employer; or (iii) required in order for the Employer to properly comply with any and all applicable state and federal laws, including, but not limited to, income, employment and disability income tax laws (E.G., FICA, FUTA, SDI). 1.11 NORMAL RETIREMENT DATE. The term "Normal Retirement Date" means the day the Executive attains age sixty-five (65). Provided, Normal Retirement Date shall mean the day the Executive attains age sixty-two (62) in the event the Executive's Employment is terminated pursuant to Paragraph 5.4 following a Change in Control. 1.12 PLAN YEAR. The term "Plan Year" shall mean the Employer's fiscal year. 1.13 TERMINATION FOR CAUSE. The term "Termination for Cause" shall mean termination of Employment of the Executive by reason of any of the following: (i) willful misfeasance or gross negligence in the performance of his duties; (ii) conduct demonstrably and significantly harmful to the Employer or a financial institution subsidiary; or (iii) conviction of a felony. 2. SCOPE, PURPOSE AND EFFECT. 2.1 CONTRACT OF EMPLOYMENT. Although this Agreement is intended to provide the Executive with an additional incentive to remain in the employ of the Employer, this Agreement shall not be deemed to constitute a contract of employment between the Executive and the Employer nor shall any provision of this Agreement restrict or expand the right of the Employer to terminate the Executive's Employment. This Agreement shall have no impact or effect upon any separate written Employment Agreement which the Executive may have with the Employer, it being the parties' intention and agreement that unless this Agreement is specifically referenced in said Employment Agreement (or any modification thereto), this Agreement (and the Employer's obligations hereunder) shall stand separate and apart and shall have no effect on or be affected by, the terms and provisions of said Employment Agreement. 2.2 FRINGE BENEFIT. The benefits provided by this Agreement are granted by the Employer as a fringe benefit to the Executive and are not a part of any salary reduction plan or any arrangement deferring a bonus or a salary increase. The Executive has no option to take any current payments or bonus in lieu of the benefits provided by this Agreement. 2.3 PROHIBITED PAYMENTS. Notwithstanding anything in this Agreement to the contrary, if any payment made under this Agreement is a "golden parachute payment" as defined in Section 28(k) of the Federal Deposit Insurance Act (12 U.S.C. section 1828(k) and Part 359 of the Rules and Regulations of the Federal Deposit Insurance Corporation (collectively, the "FDIC Rules") or is otherwise prohibited, restricted or subject to the prior approval of a Bank Regulator, no payment shall be made hereunder without complying with said FDIC Rules. 3. EXECUTIVE BENEFITS PAYMENTS. 3.1 PAYMENTS COMMENCE UPON EARLY RETIREMENT DATE. In the event the Executive elects to retire from active Employment by the Employer on a date which constitutes an Early Retirement Date as defined in Paragraph 1.6 above, subject to Paragraph 6, the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits as described in Schedule B, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Executive retires and continuing until the Executive's death. 3.2 PAYMENTS COMMENCE UPON NORMAL RETIREMENT DATE. In the event the Executive elects to retire from active Employment by the Employer on a date which constitutes a Normal Retirement Date as defined in Paragraph 1.11 above, subject to Paragraph 6, the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits as described in Schedule B, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Executive retires and continuing until the Executive's death. 4. PAYMENTS IN THE EVENT DISABILITY OCCURS PRIOR TO RETIREMENT AND PAYMENTS IN THE EVENT OF DEATH. In the event the Executive becomes Disabled while actively employed by the Employer at any time after the Effective Date of this Agreement but prior to retirement, subject to Paragraph 6, the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits, as defined above, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Executive becomes Disabled, payable until the Executive's death. Provided, benefits hereunder shall be reduced or eliminated to the extent that such benefits are duplicated by benefits payable under the Employer's long-term disability plan. There are no death benefits payable under this Agreement. 5. PAYMENTS IN THE EVENT EXECUTIVE IS TERMINATED PRIOR TO RETIREMENT. As indicated in Paragraph 2.1 above, the Employer reserves the right to terminate the Executive's Employment, with or without Cause but subject to any written employment agreement which may then exist, at any time prior to the Executive's retirement. In the event that the Employment of the Executive shall be terminated, other than by reason of Disability or retirement, then this Agreement shall terminate upon the date of such termination of Employment; provided, however, that the Executive shall be entitled to the following benefits as may be applicable depending upon the circumstances surrounding the Executive's termination: 5.1 TERMINATION WITHOUT CAUSE. If the Executive's Employment is terminated by the Employer without cause, and such termination is not subject to the provisions of Paragraph 5.4 below, subject to Paragraph 6, the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits, as defined above, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Executive attains fifty-five (55) years of age, unless a later date has been elected by the Executive pursuant to Paragraph 1.6. 5.2 VOLUNTARY TERMINATION BY THE EXECUTIVE. (a) If the Applicable Percentage is one hundred percent (100%), subject to Paragraph 6, the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits, as defined in Schedule B, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Executive attains fifty-five (55) years of age, unless a later date has been elected by the Executive pursuant to Paragraph 1.6. (b) If the Executive's Employment is terminated by voluntary resignation prior to the date specified in Schedule A which corresponds to an Applicable Percentage equal to one hundred percent (100%) and such resignation is not subject to the provisions of Paragraph 5.4 below, the Executive shall forfeit any and all rights and benefits he may have under the terms of this Agreement and shall have no right to be paid any of the amounts which would otherwise be due or paid to the Executive by the Employer pursuant to the terms of this Agreement. 5.3 TERMINATION FOR CAUSE. The Executive agrees that if his Employment with the Employer is terminated "for cause," as defined in Paragraph 1.13 of this Agreement, he shall forfeit any and all rights and benefits he may have under the terms of this Agreement and shall have no right to be paid any of the amounts which would otherwise be due or paid to the Executive by the Employer pursuant to the terms of this Agreement. 5.4 TERMINATION ON ACCOUNT OF OR AFTER A CHANGE IN CONTROL. In the event: (i) the Executive's Employment with the Employer is terminated by the Employer in conjunction with, or by reason of, a "Change in Control" (as defined in Paragraph 1.3 above); or (ii) by reason of the Employer's actions any adverse and material change occurs in the scope of the Executive's position, responsibilities, duties, salary, benefits, or location of Employment after a Change in Control occurs; or (iii) the Employer causes an event to occur which reasonably constitutes or results in a demotion, a significant diminution of responsibilities or authority, or a constructive termination (by forcing a resignation or otherwise) of the Executive's Employment after a Change in Control occurs, then, subject to Paragraph 6, the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits, as defined above, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Executive attains fifty-five (55) years of age, unless a later date has been elected by the Executive pursuant to Paragraph 1.6. 6. FORFEITURE IN THE EVENT OF BREACH OF NON-COMPETITION AGREEMENT. Notwithstanding any other provision of this Agreement, the Executive Benefit due the Executive pursuant hereto (if any) shall be forfeited and no Executive Benefit shall be due the Executive hereunder if the Executive enters into competitive activity in the Employer's market area within the three (3) year period beginning on the date of the Executive's termination of Employment. Competitive activity means acting directly or indirectly as an employee, agent, stockholder, member, director, co-partner or in any other individual or representative capacity on behalf of any bank or financial institution (including without limitation trust company, finance company, leasing company or any entity that provides credit). The Employer's market area is defined as the following counties in the State of Washington and all counties bordering on any such county and any county in which the Employer maintains a branch or other office, now or at the time of the Executive's termination of Employment: Cowlitz, King, Kitsap, Pierce and Thurston. 7. IRS SECTION 280G ISSUES. If all or any portion of the amounts payable to the Executive under this Agreement, either alone or together with other payments which the Executive has the right to receive from the Employer, constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), Executive shall be responsible for the payment of such excise tax and Employer (and its successor) shall be responsible for any loss of deductibility related thereto; provided, however, that Employer and Executive shall cooperate with each other and use all reasonable efforts to minimize to the fullest extent possible the amount of excise tax imposed by Section 4999 of the Code. If, at a later date, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, or otherwise) that the amount of excise taxes payable by the Executive is greater than the amount initially so determined, then the Executive shall pay an amount equal to the sum of such additional excise taxes and any interest, fines and penalties resulting from such underpayment. The determination of the amount of any such excise taxes shall be made by the independent accounting firm employed by the Employer immediately prior to the change in control or such other independent accounting firm or advisor as may be mutually agreeable to Employer and Executive in the exercise of their reasonable good faith judgment. 8. RIGHT TO DETERMINE FUNDING METHODS. The Employer reserves the right to determine, in its sole and absolute discretion, whether, to what extent and by what method, if any, to provide for the payment of the amounts which may be payable to the Executive, under the terms of this Agreement. In the event that the Employer elects to fund this Agreement, in whole or in part, through the use of life insurance or annuities, or both, the Employer shall determine the ownership and beneficial interests of any such policy of life insurance or annuity. The Employer further reserves the right, in its sole and absolute discretion, to terminate any such policy, and any other device used to fund its obligations under this Agreement, at any time, in whole or in part. Consistent with Paragraph 10 below, the Executive shall have no right, title or interest in or to any funding source or amount utilized by the Employer pursuant to this Agreement, and any such funding source or amount shall not constitute security for the performance of the Employer's obligations pursuant to this Agreement. In connection with the foregoing, the Executive agrees to execute such documents and undergo such medical examinations or tests which the Employer may request and which may be reasonably necessary to facilitate any funding for this Agreement including, without limitation, the Employer's acquisition of any policy of insurance or annuity. 9. CLAIMS PROCEDURE. The Employer shall, but only to the extent necessary to comply with ERISA, be designated as the named fiduciary under this Agreement and shall have authority to control and manage the operation and administration of this Agreement. Consistent therewith, the Employer shall make all determinations as to the rights to benefits under this Agreement. Any decision by the Employer denying a claim by the Executive for benefits under this Agreement shall be stated in writing and delivered or mailed, via registered or certified mail, to the Executive, the Executive's spouse or the Executive's beneficiaries, as the case may be. Such decision shall set forth the specific reasons for the denial of a claim. In addition, the Employer shall provide the Executive, or as applicable, the Executive's spouse or beneficiaries, with a reasonable opportunity for a full and fair review of the decision denying such claim. 10. STATUS AS AN UNSECURED GENERAL CREDITOR. Notwithstanding anything contained herein to the contrary: (i) the Executive shall have no legal or equitable rights, interests or claims in or to any specific property or assets of the Employer as a result of this Agreement; (ii) none of the Employer's assets shall be held in or under any trust for the benefit of the Executive or held in any way as security for the fulfillment of the obligations of the Employer under this Agreement; (iii) all of the Employer's assets shall be and remain the general unpledged and unrestricted assets of the Employer; (iv) the Employer's obligation under this Agreement shall be that of an unfunded and unsecured promise by the Employer to pay money in the future; and (v) the Executive shall be an unsecured general creditor with respect to any benefits which may be payable under the terms of this Agreement. Notwithstanding subparagraphs (i) through (v) above, the Employer and the Executive acknowledge and agree that, in the event of a Change in Control, upon request of the Executive, or in the Employer's discretion if the Executive does not so request and the Employer nonetheless deems it appropriate, the Employer shall establish, not later than the effective date of the Change in Control, a Rabbi Trust or multiple Rabbi Trusts (the "Trust" or "Trusts") upon such terms and conditions as the Employer, in its sole discretion, deems appropriate and in compliance with applicable provisions of the Code, in order to permit the Employer to make contributions and/or transfer assets to the Trust or Trusts to discharge its obligations pursuant to this Agreement. The principal of the Trust or Trusts and any earnings thereon shall be held separate and apart from other funds of the Employer to be used exclusively for discharge of the Employer's obligations pursuant to this Agreement and shall continue to be subject to the claims of the Employer's general creditors until paid to the Executive in such manner and at such times as specified in this Agreement. 11. MISCELLANEOUS. 11.1 OPPORTUNITY TO CONSULT WITH INDEPENDENT ADVISORS. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Employer shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Employer related to the matters described above in this Paragraph 11.1. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. 11.2 ARBITRATION OF DISPUTES. All claims, disputes and other matters in question arising out of or relating to this Agreement or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), located in Tacoma, Washington. In the event JAMS is unable or unwilling to conduct the arbitration provided for under the terms of this paragraph, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties of the American Arbitration Association ("AAA") located in Tacoma, Washington, shall conduct the binding arbitration referred to in this paragraph. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. The arbitration shall be subject to such rules of procedure used or established by JAMS, or if there are none, the rules of procedure used or established by AAA. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with, the provisions of the Washington Code of Civil Procedure. Any arbitration hereunder shall be conducted in Tacoma, Washington, unless otherwise agreed to by the parties. 11.3 ATTORNEYS' FEES. In the event of any arbitration or litigation concerning any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach hereof, or the interpretation hereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorneys' fees and costs incurred in connection therewith or in the enforcement or collection of any judgment or award rendered therein. The "prevailing party" means the party determined by the arbitrator(s) or court, as the case may be, to have most nearly prevailed, even if such party did not prevail in all matters, not necessarily the one in whose favor a judgment is rendered. 11.4 NOTICE. Any notice required or permitted of either the Executive or the Employer under this Agreement shall be deemed to have been duly given, if by personal delivery, upon the date received by the party or its authorized representative; if by facsimile, upon transmission to a telephone number previously provided by the party to whom the facsimile is transmitted as reflected in the records of the party transmitting the facsimile and upon reasonable confirmation of such transmission; and if by mail, on the third day after mailing via U.S. first class mail, registered or certified, postage prepaid and return receipt requested, and addressed to the party at the address given below for the receipt of notices, or such changed address as may be requested in writing by a party. If to the Employer: Columbia Banking System, Inc. Attn: Corporate Secretary 1301 A Street Tacoma, WA 98402 If to the Executive: -------------------------- -------------------------- -------------------------- 11.5 ASSIGNMENT. The Executive shall have no power or right to transfer, assign, anticipate, hypothecate, modify or otherwise encumber any part or all of the amounts payable hereunder, nor, prior to payment in accordance with the terms of this Agreement, shall any portion of such amounts be: (i) subject to seizure by any creditor of the Executive, by a proceeding at law or in equity, for the payment of any debts, judgments, alimony or separate maintenance obligations which may be owed by the Executive; or (ii) transferable by operation of law in the event of bankruptcy, insolvency or otherwise. Any such attempted assignment or transfer shall be void. 11.6 BINDING EFFECT/MERGER OR REORGANIZATION. This Agreement shall be binding upon and inure to the benefit of the Executive and the Employer. Accordingly, the Employer shall not merge or consolidate into or with another corporation, or reorganize or sell substantially all of its assets to another corporation, firm or person, unless and until such succeeding or continuing corporation, firm or person agrees to assume and discharge the obligations of the Employer under this Agreement. 11.7 NONWAIVER. The failure of either party to enforce at any time or for any period of time any one or more of the terms or conditions of this Agreement shall not be a waiver of such term(s) or condition(s) or of that party's right thereafter to enforce each and every term and condition of this Agreement. 11.8 PARTIAL INVALIDITY. If any terms, provision, covenant, or condition of this Agreement is determined by an arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant or condition invalid, void or unenforceable, and the Agreement shall remain in full force and effect notwithstanding such partial invalidity. 11.9 ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter of this Agreement and contains all of the covenants and agreements between the parties with respect thereto. Each party to this Agreement acknowledges that no other representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not set forth herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party. 11.10 MODIFICATIONS. Any modification of this Agreement shall be effective only if it is in writing and signed by each party or such party's authorized representative. 11.11 PARAGRAPH HEADINGS. The paragraph headings used in this Agreement are included solely for the convenience of the parties and shall not affect or be used in connection with the interpretation of this Agreement. 11.12 NO STRICT CONSTRUCTION. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any person. 11.13 GOVERNING LAW. The laws of the State of Washington, other than those laws denominated choice of law rules, and where applicable, the rules and regulations of the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, or any other regulatory agency or governmental authority having jurisdiction over the Employer, shall govern the validity, interpretation, construction and effect of this Agreement. IN WITNESS WHEREOF, the Employer and the Executive have executed this Agreement on the date first above-written in the City of Tacoma, Washington. EMPLOYER: COLUMBIA STATE BANK By ------------------------------------ Its ----------------------------------- COLUMBIA BANKING SYSTEM By ------------------------------------ Its ----------------------------------- EXECUTIVE: --------------------------------------- --------------------------------------- SCHEDULE A CALENDAR YEAR APPLICABLE PERCENTAGE August 1, 2001 to July 31, 2002 0% August 1, 2002 to July 31, 2003 20% August 1, 2003 to July 31, 2004 40% August 1, 2004 to July 31, 2005 60% August 1, 2005 to July 31, 2006 80% August 1, 2006 and thereafter 100% SCHEDULE B EXECUTIVE BENEFITS The Employer shall pay to the Employee pursuant to the Agreement during the Executive's lifetime, an amount equal to THE LESSER OF 60% OF THE EMPLOYEE'S FINAL FULL YEAR TOTAL COMPENSATION (AS SHOWN ON THE FORM W-2) OR _______________ Dollars ($___________ ) per year, payable in twelve equal monthly installments. The amount of Executive Benefits payable under the Agreement shall be adjusted each year from the date of commencement of payments of the Executive Benefits until the death of the Executive as follows: a. The Executive Benefits shall be increased at the rate of two percent (2%) each year, subject to further adjustment for an Early Retirement. b. If the Executive elects Early Retirement, the Executive Benefits shall be decreased by a percentage calculated by subtracting the Executive's age at Early Retirement from the Normal Retirement Age of 65 (62 in the event of a Change in Control), and multiplying the result by a factor of five. For example, a 25% reduction of the Executive Benefits would occur if the Executive's Early Retirement Age is 60, based on the following calculation: 65 - 60 = 5 x 5 = 25%. EX-10.3 5 ex10-3_10876.txt FORM OF DIRECTOR LONG-TERM CARE AGREEMENT EXHIBIT 10.3 ------------ COLUMBIA BANKING SYSTEM, INC. AND COLUMBIA STATE BANK DIRECTOR LONG TERM CARE AGREEMENT THIS AGREEMENT, effective August 1, 2001 is made and entered into, by and between Columbia Banking System, Inc. and Columbia State Bank, (collectively, the "Company"), and _____________________, a Director of the Company (hereinafter, the "Participant"). WITNESSETH: WHEREAS, it is the consensus of the Board of Directors (hereinafter, the "Board") that the Participant's services to the Company are of exceptional merit and constitute an invaluable contribution to the general welfare of the Company; and WHEREAS, it is in the best interests of the Company to encourage the Participant's continued service to Company during the Participant's lifetime or until the age of retirement; and WHEREAS, it is the desire of the Company that the Participant's services be retained as herein provided; and WHEREAS, the Participant is willing to continue to serve the Company provided the Company agrees to pay the Participant certain benefits in accordance with the terms and conditions hereinafter set forth; ACCORDINGLY, it is the desire of the Company and the Participant to enter into this Agreement under which the Company will agree to make certain payments on behalf of the Participant pursuant to this Agreement; NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained it is agreed as follows: I. SERVICE The Participant will continue to serve the Company in the capacity of Director, assuming such duties and responsibilities as are appropriate to that office, and with such compensation as may be determined from time to time by the Board. II. LONG TERM CARE BENEFIT The Company hereby agrees: A. To pay the initial single premium for the Long Term Care policy described hereinbelow on behalf of the Participant: Insurer: Policy Number: B. That, subject to Paragraph IV, the sole ownership of said policy shall reside with the Participant for the Participant's sole use and benefit. III. TERMINATION OF THIS AGREEMENT For purposes of this Agreement, the term service shall refer to service as a Director of the Company, and the phrase "years of service" shall be measured in full years from the date of this Agreement to the date of Participant's termination. If the Participant's service terminates for any reason other than one of those listed immediately below, then the Participant shall pay to the Company the amount set forth in the schedule that follows: TERMINATION EVENTS THAT EXEMPT PARTICIPANT FROM ANY OBLIGATION TO REIMBURSE: 1. Termination for any reason following five years of service; 2. Death; 3. Disability; 4. Normal retirement, at age 75, as mandated by Company bylaws; 5. Termination for any reason following a Change of Control. For purpose of this Agreement, the term Change of Control shall be as defined in employment agreements with senior executives of the Company; 6. Termination resulting from non-reelection to the Board. REIMBURSEMENT OBLIGATION OF PARTICIPANTS NOT EXEMPTED: YEARS OF SERVICE AMOUNT ---------------- ------ ONE YEAR 80% OF THE SINGLE PREMIUM TWO YEARS 60% OF THE SINGLE PREMIUM THREE YEARS 40% OF THE SINGLE PREMIUM FOUR YEARS 20% OF THE SINGLE PREMIUM FIVE YEARS NO OBLIGATION TO REIMBURSE The reimbursement amount shall be due and payable within thirty (30) days from the date of termination of service. To facilitate prompt reimbursement, the Company may off-set against any amounts it owes to a terminated Director. This agreement shall automatically terminate upon full reimbursement. 2 IV. MISCELLANEOUS A. Alienability and Assignment Prohibition: --------------------------------------- The Participant shall have no power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or the Participant's beneficiary(ies), nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event that the Participant or any beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits hereunder, the Company's liabilities shall forthwith cease and terminate. B. Amendment or Revocation: ----------------------- This Plan may be amended or revoked at any time, in whole or in part, by the mutual written consent of the Participant and the Company. C. Gender: ------ Whenever in this Participant Plan words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply. D. Fringe Benefit; Effect on Other Company Benefit Plans: ----------------------------------------------------- The long term care benefits provided by this Agreement are granted by the Company as a fringe benefit to the Participant and are not part of any fee reduction plan or arrangement deferring fees or other compensation. The Participant does not have a right to any form of compensation instead of these long-term care benefits. Nothing contained in this Participant Plan shall affect the right of the Participant to receive any other benefit or compensation that constitutes a part of the Company's existing or future benefit or compensation structure. E. Headings: -------- Headings and subheadings in this Agreement are for reference and convenience only and shall not be deemed a part of this Agreement. 3 IV. MISCELLANEOUS (CONTINUED) F. Applicable Law: -------------- The laws of the State of Washington shall govern the validity and interpretation of this Agreement. G. Partial Invalidity: ------------------ If any term, provision, covenant, or condition of this Agreement is determined by an arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant, or condition invalid, void, or unenforceable, and the Agreement shall remain in full force and effect notwithstanding such partial invalidity. H. Continuation as Participant: --------------------------- Neither this Agreement nor the payments of any benefits hereunder are to be construed as giving to the Participant any right to be retained as a director or an employee of the Company. In witness whereof, the parties hereto acknowledge that each has carefully read this Agreement and executed the original thereof on the first date set forth hereinabove, and that, upon execution, each has received a conforming copy. PARTICIPANT COLUMBIA BANKING SYSTEM, INC. - ----------------------------- ----------------------------------------- Participant J. James Gallagher, Vice Chairman and CEO COLUMBIA STATE BANK ------------------------------------- Melanie J. Dressel, President and CEO 4 -----END PRIVACY-ENHANCED MESSAGE-----