EX-99 2 banner8k42015exh991.htm EXHIBIT 99.1 FOR THE FORM 8-K FOR THE EVENT ON APRIL 20, 2015 banner8k42015exh991.htm
Exhibit 99.1
 
    CONTACT:   
MARK J. GRESCOVICH,
PRESIDENT & CEO
LLOYD W. BAKER, CFO
(509) 527-3636 
    NEWS RELEASE
 

 
 
Banner Corporation Earns $12.1 Million, or $0.61 Per Diluted Share, in First Quarter 2015;
First Quarter Highlighted by Completed Acquisition of Siuslaw Financial Group, Inc.

Walla Walla, WA - April 20, 2015 - Banner Corporation (NASDAQ GSM: BANR), the parent company of Banner Bank and Islanders Bank, today reported net income in the first quarter of 2015 was $12.1 million, or $0.61 per diluted share, compared to $10.6 million, or $0.54 per diluted share, for the first quarter a year ago.  In the preceding quarter, net income was $11.7 million, or $0.60 per diluted share.  The current quarter results were impacted by $1.6 million of acquisition-related expenses which, net of taxes, reduced net income by $0.07 per diluted share, and the preceding quarter results were impacted by $2.8 million of acquisition-related expenses which, net of taxes, reduced net income by $0.09 per diluted share.
 
“Banner had another good quarter of operating performance, with strong revenue growth, a solid net interest margin and increased non-interest income led by record mortgage banking activities and increased deposit fees and service charges.  In addition, during the quarter, we completed the merger of Siuslaw Bank into Banner Bank, including the successful conversion of all the data processing and operating systems, expanding our presence in Oregon and complementing our purchase in June 2014 of six branches from Umpqua Bank,” said Mark J. Grescovich, President and Chief Executive Officer.  “We are also making good progress with respect to our pending acquisition of AmericanWest Bank of Spokane, Washington.  With these strategic combinations, we will deploy our super community bank model throughout a strengthened presence in Washington, Oregon and Idaho, and enter attractive growth markets in California and Utah.  In addition to being good geographic and cultural fits, we anticipate these acquisitions will generate considerable operating synergies.  We also expect these mergers to provide significant benefits to our expanded group of clients, communities, employees and shareholders.”
 
Completion of the pending merger with AmericanWest Bank, which remains subject to regulatory approval and other closing conditions with closing anticipated early in the third quarter of 2015, will create a super community bank with approximately $9.7 billion in assets, $6.8 billion in loans, $8.0 billion in deposits, and 190 branches across five western states.  The combined company will benefit from a diversified geography with significant growth opportunities, including nine of the top 20 western Metropolitan Statistical Areas by population.
 
First Quarter 2015 Highlights (compared to first quarter 2014, except as noted)
 
•  
Net income was $12.1 million, or $0.61 per diluted share, compared to $10.6 million, or $0.54 per diluted share in the first quarter of 2014.
•  
Annualized return on average assets was 1.02%.
•  
Annualized return on average equity was 8.09%.
•  
Revenues from core operations* increased 16% to $59.7 million, compared to $51.4 million in the first quarter a year ago.
•  
Net interest margin was 4.09% for the current quarter, compared to 4.08% in the fourth quarter of 2014 and 4.07% a year ago.
•  
Total deposits increased $420 million during the quarter to $4.32 billion and increased 17% compared to a year ago.
•  
Core deposits increased 28% compared to a year earlier and represent 82% of total deposits at March 31, 2015.
•  
Deposit fees and other service charges increased 23% to $8.1 million.
•  
Total loans increased $281.5 million to $4.04 billion during the quarter and increased 17% compared to a year ago.
•  
Revenues from mortgage banking operations were $4.1 million, an increase of 123%.
•  
Common stockholders' tangible equity per share* increased to $29.75 at March 31, 2015, compared to $29.68 at the preceding quarter end and $27.87 a year ago.
•  
The ratio of tangible common stockholders' equity to tangible assets* remained strong at 12.04% at March 31, 2015.
 
 
 

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 2
 
 
*Revenues from core operations and other operating income from core operations (both of which exclude fair value adjustments and gains and losses on the sale of securities), other operating expense from core operations (which excludes acquisition-related costs) and references to tangible common stockholders' equity per share and the ratio of tangible common equity to tangible assets (both of which exclude other intangible assets) represent non-GAAP (Generally Accepted Accounting Principles) financial measures. Management has presented these non-GAAP financial measures in this earnings release because it believes that they provide useful and comparative information to assess trends in Banner's core operations reflected in the current quarter's results and facilitate the comparison of our performance with the performance of our peers.  Where applicable, comparable earnings information using GAAP financial measures is also presented.  See also Non-GAAP Financial Measures reconciliation tables on the final page of this press release.

Income Statement Review
 
Banner’s first quarter net interest income, before the provision for loan losses, was nearly unchanged at $46.5 million, compared to $46.7 million in the preceding quarter despite having two fewer days and increased 10% compared to $42.3 million in the first quarter a year ago largely reflecting strong client acquisition and significant loan and deposit growth.
 
“Banner maintained a solid net interest margin during the first quarter as a result of continued improvement in our earning asset mix and cost of funds, which more than offsets the decline in loan yields,” said Grescovich.  "This consistent net interest margin coupled with our continuing growth of earning assets is providing a solid base for our increasing revenues from core operations."  Banner's net interest margin was 4.09% for the first quarter of 2015, compared to 4.08% in the preceding quarter and 4.07% in the first quarter a year ago.
 
Earning asset yields were unchanged compared to the preceding quarter and decreased two basis points from the first quarter a year ago.  Loan yields also were unchanged compared to the preceding quarter but were seven basis points lower than the first quarter a year ago.  Deposit costs were unchanged compared to the preceding quarter and decreased by four basis points compared to the first quarter a year ago.  The total cost of funds declined one basis point in the first quarter compared to the preceding quarter and declined five basis points compared to the first quarter a year ago.
 
“Banner’s mortgage banking activities further improved during the first quarter of 2015, which reflects our increased market presence as a result of our continued investment in this business line, as well as a strong home purchase market and an increase in refinance activity," said Grescovich.  Mortgage banking operations contributed $4.1 million to first quarter revenues compared to $3.0 million in the preceding quarter and $1.8 million in the first quarter of 2014.
 
Deposit fees and other service charges were $8.1 million in the first quarter of 2015, compared to $8.3 million in the preceding quarter and a 23% increase compared to $6.6 million in the first quarter a year ago.  The year-over-year increase reflects strong organic growth as well as the recent acquisitions resulting in growth in the number of deposit accounts and increased transaction activity.
 
Revenues from core operations* (revenues excluding gains and losses on the sale of securities and net change in valuation of financial instruments) were $59.7 million in the first quarter ended March 31, 2015, compared to $58.9 million in the preceding quarter and $51.4 million in the first quarter of 2014.  Total revenues were $60.2 million for the quarter ended March 31, 2015, compared to $58.6 million in the preceding quarter and $51.2 million in the first quarter a year ago.
 
Banner’s first quarter 2015 results included a $1.1 million net gain for fair value adjustments as a result of changes in the valuation of financial instruments carried at fair value, which was partially offset by $510,000 in net loss on the sale of securities.  The net fair value adjustments and loss on sale of securities principally related to the sale of two pooled trust preferred collateralized debt obligation securities (TRUP CDOs) which had been carried at fair value.  In the preceding quarter, Banner's results included a $287,000 net loss for fair value adjustments, and in the first quarter of 2014, Banner recorded a net loss of $255,000 for fair value adjustments.
 
Total other operating income, which includes the changes in the valuation of financial instruments, and gains and losses on the sale of securities, was $13.7 million in the first quarter of 2015, compared to $11.9 million in the fourth quarter of 2014 and $8.9
 
 
 

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 3
 
million in the first quarter a year ago.  Other operating income from core operations,* which excludes gains and losses on sale of securities and net changes in the valuation of financial instruments, was $13.2 million for the first quarter of 2015, compared to $12.2 million for the preceding quarter and $9.1 million for the first quarter a year ago.
 
Banner’s total other operating expenses (non-interest expenses) were $41.9 million in the first quarter of 2015, compared to $41.2 million in the preceding quarter and $35.6 million in the first quarter of 2014.  The increase in operating expenses was largely attributable to acquisition-related costs and incremental costs associated with operating the 16 branches acquired in June 2014 and March 2015, as well as generally increased compensation and marketing expenses.  Acquisition-related expenses were $1.6 million in the current quarter compared to $2.8 million in the preceding quarter and $45,000 in the first quarter one year ago.
 
For the first quarter of 2015, Banner recorded $6.1 million in state and federal income tax expense for an effective tax rate of 33.8%, which reflects normal marginal tax rates increased by the effect of certain non-deductible merger expenses and reduced by the effect of tax-exempt income and certain tax credits.
 
Credit Quality
 
“Banner’s first quarter credit quality metrics continue to reflect our moderate risk profile.  While our non-performing assets increased modestly compared to the fourth quarter of 2014 primarily as a result of the recent acquisition of Siuslaw Bank, they are still at a very manageable level and all of the loans and REO acquired in the merger transaction have been recorded at appropriate fair values,” said Grescovich.  “Additionally, our reserve levels remain adequate, and no provision for loan losses was required during the first quarter despite continued organic loan growth.”
 
Banner's allowance for loan losses was $75.4 million at March 31, 2015, or 1.83% of total loans outstanding and 305% of non-performing loans.  Banner had net charge-offs of $542,000 in the first quarter compared to net recoveries of $1.6 million in the fourth quarter of 2014, and net recoveries of $113,000 in the first quarter a year ago.  Banner did not record a provision for loan losses for the first quarter of 2015 or for either the preceding or year-ago quarter.
 
Non-performing loans were $24.7 million at March 31, 2015, including $9.2 million from the Siuslaw Bank acquisition, compared to $16.7 million at December 31, 2014 and $22.9 million at March 31, 2014.  Real estate owned and other repossessed assets totaled $5.0 million at March 31, 2015, compared to $3.4 million at December 31, 2014 and $3.5 million a year ago.
 
Banner's non-performing assets were 0.57% of total assets at March 31, 2015, compared to 0.43% at December 31, 2014 and 0.59% a year ago.  Non-performing assets increased to $29.7 million at March 31, 2015, compared to $20.2 million at December 31, 2014, and $26.4 million a year ago.
 
Balance Sheet Review
 
“Net loans increased by $281.5 million, or 7%, during the quarter including $247 million as a result of the Siuslaw acquisition and increased 17% year over year due to strong organic growth as well as the branch purchase and Siuslaw acquisition.  Loan production remained solid, and we continue to see significant potential for growth in our loan origination pipelines; however, we did experience a normal seasonal paydown in our agricultural portfolio during the quarter,” added Grescovich.  Net loans were $4.04 billion at March 31, 2015, compared to $3.76 billion at December 31, 2014, and $3.45 billion a year ago.  The branch purchase and Siuslaw acquisition accounted for $86 million and $247 million, respectively, of the quarter-end loan portfolio.  Commercial real estate and multifamily real estate loans increased 13% to $1.77 billion at March 31, 2015, compared to $1.57 billion at December 31, 2014, and increased 26% compared to $1.40 billion a year ago.  Commercial business loans increased 7% to $776.6 million at March 31, 2015, compared to $724.0 million three months earlier and increased 8% compared to $716.5 million a year ago.  Agricultural business loans decreased to $208.6 million at March 31, 2015, compared to $238.5 million three months earlier but were nearly unchanged compared to $208.8 million a year ago.  Total construction, land and land development loans increased 5% to $431.0 million at March 31, 2015, compared to $411.0 million at December 31, 2014, and increased 14% compared to $378.8 million a year earlier.
 
Largely as a result of the acquisition of Siuslaw Bank, total assets increased 10% to $5.21 billion at March 31, 2015, compared to $4.72 billion at December 31, 2014 and increased 16% compared to $4.49 billion a year ago.  The total of securities and interest-bearing deposits held at other banks was $782.4 million at March 31, 2015, compared to $637.5 million at December 31, 2014 and
 
 
 

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 4
 
 
$704.1 million a year ago.  The average effective duration of Banner's securities portfolio was approximately 2.8 years at March 31, 2015.
 
Banner’s total deposits increased 11% to $4.32 billion at March 31, 2015, compared to $3.90 billion at December 31, 2014 and increased 17% compared to $3.68 billion a year ago.  The branch purchase and Siuslaw acquisition accounted for $209 million and $316 million, respectively, of the deposit portfolio at March 31, 2015.  Non-interest-bearing account balances increased 16% to $1.50 billion at March 31, 2015, compared to $1.30 billion three months earlier and increased 37% compared to $1.10 billion a year ago.  Interest-bearing transaction and savings accounts increased 11% to $2.04 billion at March 31, 2015, compared to $1.83 billion three months earlier and increased 21% compared to $1.68 billion a year ago.  Certificates of deposit increased modestly to $778.0 million at March 31, 2015, compared to $770.5 million at December 31, 2014, and decreased 14% compared to $905.0 million a year earlier.  Brokered deposits totaled $4.8 million at March 31, 2015, which was unchanged from December 31, 2014.  At March 31, 2014, Banner’s brokered deposits totaled $59.3 million.
 
“In addition to adding solid core deposits from our acquisition of Siuslaw Bank, we also further reduced our funding costs by remixing our deposits away from higher-priced certificates of deposit and improving our core funding position.  As a result, total core deposits increased by 28% compared to the same quarter a year ago,” said Grescovich.
 
Banner’s core deposits represented 82% of total deposits at March 31, 2015, compared to 76% of total deposits a year earlier.  The cost of deposits was 0.18% for the quarter ended March 31, 2015, which was the same as the preceding quarter, and declined four basis points from 0.22% for the quarter ended March 31, 2014.
 
At March 31, 2015, total common stockholders' equity was $651.3 million, or $31.05 per share, compared to $583.6 million at December 31, 2014, and to $547.5 million a year ago.  Banner had 21.0 million shares of common stock outstanding at quarter end, compared to 19.6 million shares one year earlier.  On March 6, 2015, Banner issued 1.3 million shares in connection with the acquisition of Siuslaw Financial Group, which were valued at $44.02 per share and added $58.1 million to stockholders’ equity.  At quarter end, tangible common stockholders' equity*, which excludes other intangible assets, was $624.1 million, or 12.04% of tangible assets*, compared to $580.8 million, or 12.30% of tangible assets, at December 31, 2014, and $545.6 million, or 12.16% of tangible assets, a year ago.  Banner's tangible book value per share* increased by 7% to $29.75 at March 31, 2015, compared to $27.87 per share a year ago.
 
Banner Corporation and its subsidiary banks continue to maintain capital levels in excess of the requirements to be categorized as “well-capitalized” under the newly implemented Basel III and Dodd Frank regulatory standards.  Banner Corporation's common equity Tier 1 capital ratio was 13.48%, its Tier 1 leverage capital to average assets ratio was 14.50% and its total capital to risk-weighted assets ratio was 16.34% at March 31, 2015.
 
Conference Call
 
Banner will host a conference call on Tuesday, April 21, 2015, at 8:00 a.m. PDT, to discuss its first quarter results.  To listen to the call on-line, go to the Company's website at www.bannerbank.com.  Investment professionals are invited to dial (866) 235-9915 to participate in the call.  A replay will be available for one month at (877) 344-7529 using access code 10062495, or at www.bannerbank.com.
 
About the Company
 
Banner Corporation is a $5.21 billion bank holding company operating two commercial banks in Washington, Oregon and Idaho.  Banner serves the Pacific Northwest region with a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans.  Visit Banner Bank on the Web at www.bannerbank.com.
 
 
 

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 5
 
 

Forward-Looking Statements

When used in this press release and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statements are made.  These statements may relate to future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial information.  By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.  Statements about the expected timing, completion and effects of the proposed merger and all other statements in this release other than historical facts constitute forward-looking statements.

Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) expected revenues, cost savings, synergies and other benefits from the merger of Banner Bank and Siuslaw Bank and the proposed merger of Banner Bank and AmericanWest Bank (“AmericanWest”) might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (2) the requisite regulatory approvals for the proposed merger might not be obtained; (3) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses, which could necessitate additional provisions for loan losses, resulting both from loans originated and loans acquired from other financial institutions; (4) results of examinations by regulatory authorities, including the possibility that any such regulatory authority may, among other things, require increases in the allowance for loan losses or writing down of assets; (5) competitive pressures among depository institutions; (6) interest rate movements and their impact on customer behavior and net interest margin; (7) the impact of repricing and competitors' pricing initiatives on loan and deposit products; (8) fluctuations in real estate values; (9) the ability to adapt successfully to technological changes to meet customers' needs and developments in the market place; (10) the ability to access cost-effective funding; (11) changes in financial markets; (12) changes in economic conditions in general and in Washington, Idaho, Oregon, Utah and California in particular; (13) the costs, effects and outcomes of litigation; (14) new legislation or regulatory changes, including but not limited to the Dodd-Frank Act and regulations adopted thereunder, changes in capital requirements pursuant to the Dodd-Frank Act and the implementation of the Basel III capital standards, other governmental initiatives affecting the financial services industry and changes in federal and/or state tax laws or interpretations thereof by taxing authorities; (15) changes in accounting principles, policies or guidelines; (16) future acquisitions by Banner of other depository institutions or lines of business; and (17) future goodwill impairment due to changes in Banner's business, changes in market conditions, or other factors.

Banner does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made except where expressly required by law.

 
 
 

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 6

RESULTS OF OPERATIONS
 
Quarters Ended
(in thousands except shares and per share data)
 
Mar 31, 2015
 
Dec 31, 2014
 
Mar 31, 2014
             
INTEREST INCOME:
           
Loans receivable
 
$
46,365
   
$
46,102
   
$
41,743
 
Mortgage-backed securities
 
1,027
   
1,403
   
1,471
 
Securities and cash equivalents
 
1,677
   
1,746
   
1,892
 
   
49,069
   
49,251
   
45,106
 
INTEREST EXPENSE:
           
Deposits
 
1,733
   
1,801
   
1,964
 
Federal Home Loan Bank advances
 
17
   
16
   
38
 
Other borrowings
 
43
   
40
   
44
 
Junior subordinated debentures
 
740
   
734
   
721
 
   
2,533
   
2,591
   
2,767
 
Net interest income before provision for loan losses
 
46,536
   
46,660
   
42,339
 
PROVISION FOR LOAN LOSSES
 
   
   
 
Net interest income
 
46,536
   
46,660
   
42,339
 
OTHER OPERATING INCOME:
           
Deposit fees and other service charges
 
8,126
   
8,317
   
6,602
 
Mortgage banking operations
 
4,109
   
2,966
   
1,840
 
Miscellaneous
 
921
   
916
   
636
 
   
13,156
   
12,199
   
9,078
 
Net gain (loss) on sale of securities
 
(510
)
 
1
   
35
 
Net change in valuation of financial instruments carried at fair value
 
1,050
   
(287
)
 
(255
)
Total other operating income
 
13,696
   
11,913
   
8,858
 
OTHER OPERATING EXPENSE:
           
Salary and employee benefits
 
24,287
   
23,321
   
21,156
 
Less capitalized loan origination costs
 
(2,838
)
 
(3,050
)
 
(2,195
)
Occupancy and equipment
 
6,006
   
5,689
   
5,696
 
Information / computer data services
 
2,253
   
2,147
   
1,935
 
Payment and card processing services
 
3,016
   
2,998
   
2,515
 
Professional services
 
814
   
863
   
1,006
 
Advertising and marketing
 
1,610
   
1,387
   
1,055
 
Deposit insurance
 
567
   
595
   
576
 
State/municipal business and use taxes
 
453
   
415
   
159
 
Real estate operations
 
24
   
(187
)
 
39
 
Amortization of core deposit intangibles
 
616
   
531
   
479
 
Miscellaneous
 
3,458
   
3,735
   
3,115
 
   
40,266
   
38,444
   
35,536
 
Acquisition related costs
 
1,648
   
2,785
   
45
 
Total other operating expense
 
41,914
   
41,229
   
35,581
 
Income before provision for income taxes
 
18,318
   
17,344
   
15,616
 
PROVISION FOR INCOME TAXES
 
6,184
   
5,600
   
5,046
 
NET INCOME
 
$
12,134
   
$
11,744
   
$
10,570
 
Earnings per share available to common shareholders:
           
Basic
 
$
0.61
   
$
0.61
   
$
0.55
 
Diluted
 
$
0.61
   
$
0.60
   
$
0.54
 
Cumulative dividends declared per common share
 
$
0.18
   
$
0.18
   
$
0.18
 
Weighted average common shares outstanding:
           
Basic
 
19,760,645
   
19,374,228
   
19,345,732
 
Diluted
 
19,845,019
   
19,441,712
   
19,409,584
 
Change in common shares outstanding
 
1,405,093
   
43
   
32,766
 
 
 
 

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 7

 
FINANCIAL  CONDITION
           
(in thousands except shares and per share data)
 
Mar 31, 2015
 
Dec 31, 2014
 
Mar 31, 2014
             
ASSETS
           
Cash and due from banks
 
$
83,401
   
$
71,077
   
$
73,316
 
Federal funds and interest-bearing deposits
 
215,114
   
54,995
   
71,459
 
Securities - trading
 
38,074
   
40,258
   
58,387
 
Securities - available for sale
 
395,607
   
411,021
   
464,657
 
Securities - held to maturity
 
133,649
   
131,258
   
109,567
 
Federal Home Loan Bank stock
 
25,544
   
27,036
   
33,288
 
Loans receivable:
           
Held for sale
 
9,419
   
2,786
   
3,239
 
Held for portfolio
 
4,105,399
   
3,831,034
   
3,519,673
 
Allowance for loan losses
 
(75,365
)
 
(75,907
)
 
(74,371
)
   
4,039,453
   
3,757,913
   
3,448,541
 
Accrued interest receivable
 
16,873
   
15,279
   
15,202
 
Real estate owned held for sale, net
 
4,922
   
3,352
   
3,236
 
Property and equipment, net
 
98,728
   
91,185
   
89,440
 
Goodwill and other intangibles, net
 
27,258
   
2,831
   
1,970
 
Bank-owned life insurance
 
71,290
   
63,759
   
62,377
 
Other assets
 
61,459
   
53,935
   
56,856
 
   
$
5,211,372
   
$
4,723,899
   
$
4,488,296
 
LIABILITIES
           
Deposits:
           
Non-interest-bearing
 
$
1,504,768
   
$
1,298,866
   
$
1,095,665
 
Interest-bearing transaction and savings accounts
 
2,036,600
   
1,829,568
   
1,681,854
 
Interest-bearing certificates
 
778,049
   
770,516
   
905,016
 
   
4,319,417
   
3,898,950
   
3,682,535
 
Advances from Federal Home Loan Bank at fair value
 
250
   
32,250
   
48,351
 
Customer repurchase agreements
 
97,020
   
77,185
   
89,921
 
Junior subordinated debentures at fair value
 
84,326
   
78,001
   
74,135
 
Accrued expenses and other liabilities
 
38,164
   
37,082
   
29,189
 
Deferred compensation
 
20,882
   
16,807
   
16,641
 
   
4,560,059
   
4,140,275
   
3,940,772
 
STOCKHOLDERS' EQUITY
           
Common stock
 
627,553
   
568,882
   
566,964
 
Retained earnings (accumulated deficit)
 
22,623
   
15,000
   
(18,026
)
Other components of stockholders' equity
 
1,137
   
(258
)
 
(1,414
)
   
651,313
   
583,624
   
547,524
 
   
$
5,211,372
   
$
4,723,899
   
$
4,488,296
 
Common Shares Issued:
           
Shares outstanding at end of period
 
20,976,641
   
19,571,548
   
19,576,535
 
Common stockholders' equity per share (1)
 
$
31.05
   
$
29.82
   
$
27.97
 
Common stockholders' tangible equity per share (1) (2)
 
$
29.75
   
$
29.68
   
$
27.87
 
Common stockholders' tangible equity to tangible assets (2)
 
12.04
%
 
12.30
%
 
12.16
%
Consolidated Tier 1 leverage capital ratio
 
14.50
%
 
13.41
%
 
13.53
%

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

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 8

ADDITIONAL FINANCIAL INFORMATION
           
(dollars in thousands)
           
   
Mar 31, 2015
 
Dec 31, 2014
 
Mar 31, 2014
LOANS (including loans held for sale):
           
Commercial real estate:
           
Owner occupied
 
$
627,531
   
$
546,783
   
$
504,429
 
Investment properties
 
936,693
   
856,942
   
746,670
 
Multifamily real estate
 
208,687
   
167,524
   
153,003
 
Commercial construction
 
30,434
   
17,337
   
11,146
 
Multifamily construction
 
56,201
   
60,193
   
63,862
 
One- to four-family construction
 
228,224
   
219,889
   
219,169
 
Land and land development:
           
Residential
 
98,930
   
102,435
   
73,733
 
Commercial
 
17,174
   
11,152
   
10,864
 
Commercial business
 
776,579
   
723,964
   
716,546
 
Agricultural business including secured by farmland
 
208,635
   
238,499
   
208,817
 
One- to four-family real estate
 
552,423
   
539,894
   
517,621
 
Consumer:
           
Consumer secured by one- to four-family real estate
 
233,643
   
222,205
   
177,855
 
Consumer-other
 
139,664
   
127,003
   
119,197
 
 
Total loans outstanding
 
$
4,114,818
   
$
3,833,820
   
$
3,522,912
 
 
Restructured loans performing under their restructured terms
 
$
23,180
   
$
29,154
   
$
40,165
 
 
Loans 30 - 89 days past due and on accrual
 
$
8,157
   
$
8,387
   
$
12,662
 
 
Total delinquent loans (including loans on non-accrual)
 
$
32,892
   
$
25,124
   
$
24,602
 
 
Total delinquent loans  /  Total loans outstanding
 
0.80
%
 
0.66
%
 
0.70
%
 
 
 
GEOGRAPHIC CONCENTRATION
                   
OF LOANS AT MARCH 31, 2015
 
Washington
 
Oregon
 
Idaho
 
Other
 
Total
Commercial real estate:
                   
Owner occupied
 
$
392,416
   
$
158,137
   
$
56,696
   
$
20,282
   
$
627,531
 
Investment properties
 
527,257
   
184,038
   
60,160
   
165,238
   
936,693
 
Multifamily real estate
 
119,166
   
74,536
   
14,672
   
313
   
208,687
 
Commercial construction
 
26,783
   
1,663
   
1,988
   
   
30,434
 
Multifamily construction
 
47,857
   
6,990
   
1,354
   
   
56,201
 
One- to four-family construction
 
130,366
   
95,262
   
2,596
   
   
228,224
 
Land and land development:
                   
Residential
 
53,467
   
43,737
   
1,051
   
675
   
98,930
 
Commercial
 
6,194
   
8,164
   
2,816
   
   
17,174
 
Commercial business
 
429,680
   
144,751
   
82,825
   
119,323
   
776,579
 
Agricultural business including secured by farmland
 
108,464
   
59,837
   
40,292
   
42
   
208,635
 
One- to four-family real estate
 
336,332
   
189,572
   
25,778
   
741
   
552,423
 
Consumer:
                   
Consumer secured by one- to four-family real estate
 
142,461
   
74,669
   
15,499
   
1,014
   
233,643
 
Consumer-other
 
83,021
   
50,042
   
6,222
   
379
   
139,664
 
Total loans outstanding
 
$
2,403,464
   
$
1,091,398
   
$
311,949
   
$
308,007
   
$
4,114,818
 
Percent of total loans
 
58.4
%
 
26.5
%
 
7.6
%
 
7.5
%
 
100.0
%
 
 
 

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 9


 
ADDITIONAL FINANCIAL INFORMATION
           
(dollars in thousands)
           
   
Quarters Ended
CHANGE IN THE
 
Mar 31, 2015
 
Dec 31, 2014
 
Mar 31, 2014
ALLOWANCE FOR LOAN LOSSES
           
Balance, beginning of period
 
$
75,907
   
$
74,331
   
$
74,258
 
Provision
 
   
   
 
Recoveries of loans previously charged off:
           
Commercial real estate
 
14
   
843
   
296
 
Construction and land
 
108
   
988
   
232
 
One- to four-family real estate
 
6
   
83
   
188
 
Commercial business
 
178
   
153
   
293
 
Agricultural business, including secured by farmland
 
295
   
328
   
350
 
Consumer
 
46
   
135
   
282
 
   
647
   
2,530
   
1,641
 
Loans charged off:
           
Commercial real estate
 
   
   
(238
)
One- to four-family real estate
 
(75
)
 
(253
)
 
(379
)
Commercial business
 
(107
)
 
(263
)
 
(738
)
Agricultural business, including secured by farmland
 
(818
)
 
(54
)
 
 
Consumer
 
(189
)
 
(384
)
 
(173
)
   
(1,189
)
 
(954
)
 
(1,528
)
Net (charge-offs) recoveries
 
(542
)
 
1,576
   
113
 
Balance, end of period
 
$
75,365
   
$
75,907
   
$
74,371
 
Net (charge-offs) recoveries / Average loans outstanding
 
(0.014
)%
 
0.041
%
 
0.003
%

 
 
ALLOCATION OF
           
ALLOWANCE FOR LOAN LOSSES
 
Mar 31, 2015
 
Dec 31, 2014
 
Mar 31, 2014
Specific or allocated loss allowance:
           
Commercial real estate
 
$
19,103
   
$
18,784
   
$
17,412
 
Multifamily real estate
 
4,401
   
4,562
   
5,652
 
Construction and land
 
24,398
   
23,545
   
18,620
 
One- to four-family real estate
 
8,141
   
8,447
   
10,913
 
Commercial business
 
12,892
   
12,043
   
11,363
 
Agricultural business, including secured by farmland
 
3,732
   
2,821
   
2,636
 
Consumer
 
585
   
483
   
912
 
Total allocated
 
73,252
   
70,685
   
67,508
 
Unallocated
 
2,113
   
5,222
   
6,863
 
Total allowance for loan losses
 
$
75,365
   
$
75,907
   
$
74,371
 
Allowance for loan losses / Total loans outstanding
 
1.83
%
 
1.98
%
 
2.11
%
Allowance for loan losses / Non-performing loans
 
305
%
 
454
%
 
325
%
 
 
 

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 10

ADDITIONAL FINANCIAL INFORMATION
         
(dollars in thousands)
         
 
Mar 31, 2015
 
Dec 31, 2014
 
Mar 31, 2014
NON-PERFORMING ASSETS
         
Loans on non-accrual status:
         
Secured by real estate:
         
Commercial
$
4,141
   
$
1,132
   
$
6,201
 
Multifamily
578
   
   
 
Construction and land
7,522
   
1,275
   
2,135
 
One- to four-family
7,111
   
8,834
   
10,587
 
Commercial business
418
   
537
   
977
 
Agricultural business, including secured by farmland
1,566
   
1,597
   
 
Consumer
1,843
   
1,187
   
1,399
 
 
23,179
   
14,562
   
21,299
 
Loans more than 90 days delinquent, still on accrual:
         
Secured by real estate:
         
One- to four-family
1,548
   
2,095
   
1,465
 
Agricultural business, including secured by farmland
   
   
104
 
Consumer
7
   
79
   
 
 
1,555
   
2,174
   
1,569
 
Total non-performing loans
24,734
   
16,736
   
22,868
 
Real estate owned (REO)
4,922
   
3,352
   
3,236
 
Other repossessed assets
62
   
76
   
273
 
Total non-performing assets
$
29,718
   
$
20,164
   
$
26,377
 
Total non-performing assets  /  Total assets
0.57
%
 
0.43
%
 
0.59
%
 

 
DETAIL & GEOGRAPHIC CONCENTRATION OF
             
NON-PERFORMING ASSETS AT MARCH 31, 2015
Washington
 
Oregon
 
Idaho
 
Total
Secured by real estate:
             
Commercial
$
2,259
 
$
1,847
   
$
35
   
$
4,141
 
Multifamily
 
578
   
   
578
 
Construction and land:
             
One- to four-family construction
 
1,388
   
   
1,388
 
Residential land acquisition & development
 
750
   
   
750
 
Residential land improved lots
 
514
   
   
514
 
Commercial land improved
 
4,870
   
   
4,870
 
Total construction and land
 
7,522
   
   
7,522
 
One- to four-family
7,282
 
1,012
   
365
   
8,659
 
Commercial business
384
 
34
   
   
418
 
Agricultural business, including secured by farmland
772
 
794
   
   
1,566
 
Consumer
1,182
 
479
   
189
   
1,850
 
Total non-performing loans
11,879
 
12,266
   
589
   
24,734
 
Real estate owned (REO)
1,056
 
3,833
   
33
   
4,922
 
Other repossessed assets
54
 
8
   
   
62
 
Total  non-performing assets at end of the period
$
12,989
 
$
16,107
   
$
622
   
$
29,718
 
 
 
 

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 11
 
 
ADDITIONAL FINANCIAL INFORMATION
       
(dollars in thousands)
       
   
Quarters Ended
REAL ESTATE OWNED
 
Mar 31, 2015
 
Mar 31, 2014
Balance, beginning of period
 
$
3,352
   
$
4,044
 
Additions from loan foreclosures
 
668
   
707
 
Additions from acquisitions
 
2,525
   
 
Additions from capitalized costs
 
   
4
 
Proceeds from dispositions of REO
 
(1,738
)
 
(1,641
)
Gain on sale of REO
 
115
   
159
 
Valuation adjustments in the period
 
   
(37
)
Balance, end of period
 
$
4,922
   
$
3,236
 
         
 


 
DEPOSIT COMPOSITION
 
Mar 31, 2015
 
Dec 31, 2014
 
Mar 31, 2014
Non-interest-bearing
 
$
1,504,768
   
$
1,298,866
   
$
1,095,665
 
Interest-bearing checking
 
472,033
   
439,480
   
435,910
 
Regular savings accounts
 
979,824
   
901,142
   
829,282
 
Money market accounts
 
584,743
   
488,946
   
416,662
 
Interest-bearing transaction & savings accounts
 
2,036,600
   
1,829,568
   
1,681,854
 
Interest-bearing certificates
 
778,049
   
770,516
   
905,016
 
Total deposits
 
$
4,319,417
   
$
3,898,950
   
$
3,682,535
 
 


 
GEOGRAPHIC CONCENTRATION
               
OF DEPOSITS AT MARCH 31, 2015
 
Washington
 
Oregon
 
Idaho
 
Total
Total deposits
 
$
2,865,536
   
$
1,206,944
   
$
246,937
   
$
4,319,417
 
Percent of total deposits
 
66.3
%
 
28.0
%
 
5.7
%
 
100.0
%
 


 
INCLUDED IN TOTAL DEPOSITS
 
Mar 31, 2015
 
Dec 31, 2014
 
Mar 31, 2014
Public non-interest-bearing accounts
 
$
44,195
   
$
39,381
   
$
18,931
 
Public interest-bearing transaction & savings accounts
 
58,023
   
63,473
   
65,909
 
Public interest-bearing certificates
 
35,326
   
35,346
   
57,202
 
Total public deposits
 
$
137,544
   
$
138,200
   
$
142,042
 
Total brokered deposits
 
$
4,800
   
$
4,799
   
$
59,304
 

 

 
OTHER BORROWINGS
 
Mar 31, 2015
 
Dec 31, 2014
 
Mar 31, 2014
Customer repurchase agreements / "Sweep accounts"
 
$
97,020
   
$
77,185
   
$
89,921
 
 
 
 

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 12
 
 
ADDITIONAL FINANCIAL INFORMATION
       
(in thousands)
       
         
ACQUISITION OF SIX OREGON BRANCHES
 
June 20, 2014
         
Total consideration
     
$
 
         
Fair value of assets acquired:
       
Cash
 
$
127,557
     
Loans receivable
 
87,923
     
Property and equipment
 
3,079
     
Intangible assets
 
2,372
     
Other assets
 
275
     
Total assets acquired
 
221,206
     
         
Fair value of liabilities assumed:
       
Deposits
 
212,085
     
Other liabilities
 
42
     
Total liabilities assumed
 
212,127
     
Net assets acquired
     
9,079
 
Acquisition bargain purchase gain
     
$
(9,079
)
 

 
ACQUISITION OF SIUSLAW BANK
 
March 6, 2015
         
Amounts recorded in this table are preliminary estimates of fair value.  Additional adjustments to the purchase price allocation may be required.
       
         
Cash paid
     
$
5,800
 
Fair value of common shares issued
     
58,106
 
Total consideration
     
63,906
 
         
Fair value of assets acquired:
       
Cash
 
$
84,405
     
Securities - available for sale
 
12,865
     
Loans receivable
 
247,098
     
Real estate owned held for sale
 
2,525
     
Property and equipment
 
8,127
     
Intangible assets
 
3,895
     
Other assets
 
11,391
     
Total assets acquired
 
370,306
     
         
Fair value of liabilities assumed:
       
Deposits
 
316,406
     
Junior subordinated debentures
 
5,959
     
Other liabilities
 
5,183
     
Total liabilities assumed
 
327,548
     
Net assets acquired
     
42,758
 
Goodwill
     
$
21,148
 
 
 
 

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 13

 
ADDITIONAL FINANCIAL INFORMATION
                     
(dollars in thousands)
                     
 
Actual
 
Minimum to be categorized as
"Adequately Capitalized"
 
Minimum to be
categorized as
"Well Capitalized"
REGULATORY CAPITAL RATIOS AS OF MARCH 31, 2015
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
                       
Banner Corporation-consolidated:
                     
      Total capital to risk-weighted assets
$
756,727
   
16.34
%
 
$                 370,451
   
8.00
%
 
$
463,063
   
10.00
%
      Tier 1 capital to risk-weighted assets
698,628
   
15.09
%
 
277,838
   
6.00
%
 
370,451
   
8.00
%
      Tier 1 leverage capital to average assets
698,628
   
14.50
%
 
192,665
   
4.00
%
 
240,831
   
5.00
%
      Common equity tier 1 capital
624,028
   
13.48
%
 
208,379
   
4.50
%
 
300,991
   
6.50
%
Banner Bank:
                     
      Total capital to risk-weighted assets
666,565
   
14.95
%
 
356,637
   
8.00
%
 
445,796
   
10.00
%
      Tier 1 capital to risk-weighted assets
610,625
   
13.70
%
 
267,478
   
6.00
%
 
356,637
   
8.00
%
      Tier 1 leverage capital to average assets
610,625
   
13.37
%
 
182,654
   
4.00
%
 
228,317
   
5.00
%
      Common equity tier 1 capital
610,625
   
13.70
%
 
200,608
   
4.50
%
 
289,767
   
6.50
%
Islanders Bank:
                     
      Total capital to risk-weighted assets
37,233
   
19.32
%
 
15,419
   
8.00
%
 
19,273
   
10.00
%
      Tier 1 capital to risk-weighted assets
34,824
   
18.07
%
 
11,564
   
6.00
%
 
15,419
   
8.00
%
      Tier 1 leverage capital to average assets
34,824
   
13.95
%
 
9,983
   
4.00
%
 
12,478
   
5.00
%
      Common equity tier 1 capital
34,824
   
18.07
%
 
8,673
   
4.50
%
 
12,528
   
6.50
%
 
 
 

 
 
 

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 14



ADDITIONAL FINANCIAL INFORMATION
           
(dollars in thousands)
           
(rates / ratios annualized)
           
   
Quarters Ended
OPERATING PERFORMANCE
 
Mar 31, 2015
 
Dec 31, 2014
 
Mar 31, 2014
             
Average loans
 
$
3,920,255
   
$
3,813,606
   
$
3,475,369
 
Average securities
 
600,806
   
643,665
   
687,764
 
Average interest earning cash
 
91,202
   
76,082
   
58,352
 
Average non-interest-earning assets
 
230,634
   
212,071
   
200,227
 
Total average assets
 
$
4,842,897
   
$
4,745,424
   
$
4,421,712
 
Average deposits
 
$
3,997,763
   
$
3,942,903
   
$
3,619,299
 
Average borrowings
 
232,147
   
218,170
   
262,378
 
Average non-interest-bearing other liabilities (1)
 
4,569
   
2,039
   
(6,083
)
Total average liabilities
 
4,234,479
   
4,163,112
   
3,875,594
 
Total average stockholders' equity
 
608,418
   
582,312
   
546,118
 
Total average liabilities and equity
 
$
4,842,897
   
$
4,745,424
   
$
4,421,712
 
Interest rate yield on loans
 
4.80
%
 
4.80
%
 
4.87
%
Interest rate yield on securities
 
1.79
%
 
1.91
%
 
1.96
%
Interest rate yield on cash
 
0.24
%
 
0.29
%
 
0.31
%
Interest rate yield on interest-earning assets
 
4.31
%
 
4.31
%
 
4.33
%
Interest rate expense on deposits
 
0.18
%
 
0.18
%
 
0.22
%
Interest rate expense on borrowings
 
1.40
%
 
1.44
%
 
1.24
%
Interest rate expense on interest-bearing liabilities
 
0.24
%
 
0.25
%
 
0.29
%
Interest rate spread
 
4.07
%
 
4.06
%
 
4.04
%
Net interest margin
 
4.09
%
 
4.08
%
 
4.07
%
Other operating income / Average assets
 
1.15
%
 
1.00
%
 
0.81
%
Core operating income / Average assets (2)
 
1.10
%
 
1.02
%
 
0.83
%
Other operating expense / Average assets
 
3.51
%
 
3.45
%
 
3.26
%
Core other operating expense / Average assets (2)
 
3.37
%
 
3.21
%
 
3.26
%
Efficiency ratio (other operating expense / revenue)
 
69.59
%
 
70.39
%
 
69.50
%
Efficiency ratio (core other operating expense / core operating revenue)(2)
 
67.46
%
 
65.32
%
 
69.11
%
Return on average assets
 
1.02
%
 
0.98
%
 
0.97
%
Return on average equity
 
8.09
%
 
8.00
%
 
7.85
%
Return on average tangible equity (3)
 
8.22
%
 
8.04
%
 
7.88
%
Average equity  /  Average assets
 
12.56
%
 
12.27
%
 
12.35
%
 
(1)
Average non-interest-bearing liabilities include fair value adjustments related to FHLB advances and Junior Subordinated Debentures.
(2)
Core operating income (or core operating revenue) excludes net gain on sale of securities, fair value and other-than-temporary impairment (OTTI) adjustments.  Core other operating expense excludes acquisition related costs.  These represent non-GAAP financial measures.  See also Non-GAAP Financial Measures reconciliation tables on the final page of these press release tables.
(3)
Average tangible equity excludes other intangible assets and represents a non-GAAP financial measure.  See also Non-GAAP Financial Measures reconciliation tables on the final page of these press release tables.
 
 
 

 
BANR - First Quarter 2015 Results
April 20, 2015
Page 15
 
 
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands except shares and per share data)
 
* Non-GAAP Financial Measures (unaudited)
In addition to results presented in accordance with generally accepted accounting principles in the United States of America (GAAP), this press release contains certain non-GAAP financial measures. Management has presented these non-GAAP financial measures in this earnings release because it believes that they provide useful and comparative information to assess trends in Banner's core operations reflected in the current quarter's results and facilitate the comparison of our performance with the performance of our peers. Where applicable, comparable earnings information using GAAP financial measures is also presented.
 
 
REVENUE FROM CORE OPERATIONS
Quarters Ended
 
Mar 31, 2015
 
Dec 31, 2014
 
Mar 31, 2014
Net interest income before provision for loan losses
$
46,536
   
$
46,660
   
$
42,339
 
Total other operating income
13,696
   
11,913
   
8,858
 
Total GAAP revenue
60,232
   
58,573
   
51,197
 
Exclude net gain on sale of securities
510
   
(1
)
 
(35
)
Exclude change in valuation of financial instruments carried at fair value
(1,050
)
 
287
   
255
 
Revenue from core operations (non-GAAP)
$
59,692
   
$
58,859
   
$
51,417
 
 

 
OTHER OPERATING INCOME/EXPENSE FROM CORE OPERATIONS
Quarters Ended
 
Mar 31, 2015
 
Dec 31, 2014
 
Mar 31, 2014
Total other operating income (GAAP)
$
13,696
   
$
11,913
   
$
8,858
 
Exclude net gain (loss) on sale of securities
510
   
(1
)
 
(35
)
Exclude change in valuation of financial instruments carried at fair value
(1,050
)
 
287
   
255
 
Other operating income from core operations (non-GAAP)
$
13,156
   
$
12,199
   
$
9,078
 
           
Total other operating expense (GAAP)
$
41,914
   
$
41,229
   
$
35,581
 
Exclude acquisition related costs
(1,648
)
 
(2,785
)
 
(45
)
Other operating expense from core operations (non-GAAP)
$
40,266
   
$
38,444
   
$
35,536
 
 

 
TANGIBLE COMMON STOCKHOLDERS' EQUITY TO TANGIBLE ASSETS
Mar 31, 2015
 
Dec 31, 2014
 
Mar 31, 2014
           
Stockholders' equity (GAAP)
$
651,313
   
$
583,624
   
$
547,524
 
Exclude other intangible assets, net
27,258
   
2,831
   
1,970
 
Tangible common stockholders' equity (non-GAAP)
$
624,055
   
$
580,793
   
$
545,554
 
           
Total assets (GAAP)
$
5,211,372
   
$
4,723,899
   
$
4,488,296
 
Exclude other intangible assets, net
27,258
   
2,831
   
1,970
 
Total tangible assets (non-GAAP)
$
5,184,114
   
$
4,721,068
   
$
4,486,326
 
Tangible common stockholders' equity to tangible assets (non-GAAP)
12.04
%
 
12.30
%
 
12.16
%
           
TANGIBLE COMMON STOCKHOLDERS' EQUITY PER SHARE
         
Tangible common stockholders' equity
$
624,055
   
$
580,793
   
$
545,554
 
Common shares outstanding at end of period
20,976,641
   
19,571,548
   
19,576,535
 
Common stockholders' equity (book value) per share (GAAP)
$
31.05
   
$
29.82
   
$
27.97
 
Tangible common stockholders' equity (tangible book value) per share (non-GAAP)
$
29.75
   
$
29.68
   
$
27.87