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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 March 31, 2003

 

¨   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

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

1301 “A” Street

   

Tacoma, Washington

 

98401

(Address of principal executive offices)

 

(Zip Code)

 

(253) 305-1900

(Issuer’s telephone number, including area code)

 

 

(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  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

 

The number of shares of the issuer’s Common Stock outstanding at April 30, 2003 was 13,362,367.

 



TABLE OF CONTENTS

 

         

Page


PART I—FINANCIAL INFORMATION

Item 1.

  

Consolidated Condensed Unaudited Financial Statements

    
    

Consolidated Condensed Statements of Operations—three months ended March 31, 2003 and 2002

  

1

    

Consolidated Condensed Balance Sheets—March 31, 2003 and December 31, 2002

  

2

    

Consolidated Condensed Statements of Shareholders’ Equity—twelve months ended December 31, 2002, and three months ended March 31, 2003

  

3

    

Consolidated Condensed Statements of Cash Flows—three months ended March 31, 2003 and 2002

  

4

    

Notes to Consolidated Condensed Financial Statements

  

5

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

8

Item 3.

  

Quantitative and Qualitative Disclosures about Market Risk

  

20

Item 4.

  

Controls and Procedures

  

20

PART II—OTHER INFORMATION

Item 6.

  

Exhibits and reports on Form 8-K

  

21

Signatures

  

22

Certifications

  

23

 

i


Item 1: CONSOLIDATED CONDENSED UNAUDITED FINANCIAL STATEMENTS

 

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

Columbia Banking System, Inc.

(Unaudited)

 

    

Three Months Ended March 31,


 
    

2003


    

2002


 
    

(in thousands except
per share)

 

Interest Income

                 

Loans

  

$

18,612

 

  

$

20,479

 

Securities available for sale

  

 

3,097

 

  

 

2,572

 

Securities held to maturity

  

 

44

 

  

 

59

 

Deposits with banks

  

 

27

 

  

 

43

 

    


  


Total interest income

  

 

21,780

 

  

 

23,153

 

Interest Expense

                 

Deposits

  

 

5,206

 

  

 

6,715

 

Federal Home Loan Bank advances

  

 

277

 

  

 

572

 

Trust preferred obligations

  

 

278

 

  

 

310

 

    


  


Total interest expense

  

 

5,761

 

  

 

7,597

 

    


  


Net Interest Income

  

 

16,019

 

  

 

15,556

 

Provision for loan losses

  

 

1,600

 

  

 

7,065

 

    


  


Net interest income after provision for loan losses

  

 

14,419

 

  

 

8,491

 

Noninterest Income

                 

Service charges and other fees

  

 

2,395

 

  

 

1,942

 

Mortgage banking

  

 

1,081

 

  

 

596

 

Merchant services fees

  

 

1,291

 

  

 

1,046

 

Bank owned life insurance (BOLI)

  

 

398

 

  

 

230

 

Other

  

 

388

 

  

 

253

 

    


  


Total noninterest income

  

 

5,553

 

  

 

4,067

 

Noninterest Expense

                 

Compensation and employee benefits

  

 

7,172

 

  

 

7,289

 

Occupancy

  

 

2,187

 

  

 

1,967

 

Merchant processing

  

 

496

 

  

 

417

 

Advertising and promotion

  

 

507

 

  

 

676

 

Data processing

  

 

449

 

  

 

461

 

Legal and professional services

  

 

514

 

  

 

410

 

Taxes, licenses and fees

  

 

450

 

  

 

428

 

Gains on, and net cost of, other real estate owned

  

 

(5

)

  

 

(27

)

Other

  

 

1,924

 

  

 

2,072

 

    


  


Total noninterest expense

  

 

13,694

 

  

 

13,693

 

    


  


Income (loss) before income taxes

  

 

6,278

 

  

 

(1,135

)

Provision (benefit) for income taxes

  

 

1,847

 

  

 

(707

)

    


  


Net Income (Loss)

  

$

4,431

 

  

$

(428

)

    


  


Net income (loss) per common share:

                 

Basic

  

$

0.33

 

  

$

(0.03

)

Diluted

  

 

0.33

 

  

 

(0.03

)

Average number of common shares outstanding

  

 

13,304

 

  

 

13,145

 

Average number of diluted common shares outstanding

  

 

13,415

 

  

 

13,297

 

 

See accompanying notes to consolidated condensed financial statements.

 

1


CONSOLIDATED CONDENSED BALANCE SHEETS

Columbia Banking System, Inc.

(in thousands)

(Unaudited)

 

    

March 31,

2003


  

December 31,

2002


Assets

             

Cash and due from banks

  

$

69,788

  

$

67,058

Interest-earning deposits with banks

  

 

14,810

  

 

18,425

              

  

Total cash and cash equivalents

  

 

84,598

  

 

85,483

Securities available for sale at fair value (amortized cost of $408,450 and $320,499, respectively)

  

 

410,230

  

 

321,513

Securities held to maturity (fair value of $6,240 and $6,412, respectively)

  

 

6,023

  

 

6,192

Federal Home Loan Bank stock

  

 

9,835

  

 

9,707

Loans held for sale

  

 

20,442

  

 

22,102

Loans, net of unearned income of $2,752 and $2,625, respectively

  

 

1,146,527

  

 

1,175,853

Less: allowance for loan losses

  

 

19,272

  

 

19,171

              

  

Loans, net

  

 

1,127,255

  

 

1,156,682

Interest receivable

  

 

7,341

  

 

6,710

Premises and equipment, net

  

 

52,202

  

 

52,921

Real estate owned

  

 

2,500

  

 

130

Other

  

 

38,161

  

 

38,173

              

  

Total Assets

  

$

1,758,587

  

$

1,699,613

              

  

Liabilities and Shareholders’ Equity

             

Deposits:

             

Noninterest-bearing

  

$

300,540

  

$

299,862

Interest-bearing

  

 

1,188,499

  

 

1,187,291

              

  

Total deposits

  

 

1,489,039

  

 

1,487,153

Federal Home Loan Bank advances

  

 

99,804

  

 

46,470

Trust preferred obligations

  

 

21,449

  

 

21,433

Other liabilities

  

 

10,701

  

 

12,173

              

  

Total liabilities

  

 

1,620,993

  

 

1,567,229

Shareholders’ equity:

             

Preferred stock (no par value)

             

Authorized, 2 million shares; none outstanding

             
    

March 31,

2003


  

December 31,

2002


         

Common stock (no par value)

             

Authorized shares

  

60,032

  

60,032

             

Issued and outstanding

  

13,331

  

13,310

  

 

111,310

  

 

111,028

Retained earnings

  

 

25,127

  

 

20,696

Accumulated other comprehensive income (loss)—

             

Unrealized gains on securities available for sale, net of tax

  

 

1,157

  

 

660

              

  

Total shareholders’ equity

  

 

137,594

  

 

132,384

              

  

Total Liabilities and Shareholders’ Equity

  

$

1,758,587

  

$

1,699,613

              

  

 

See accompanying notes to consolidated condensed financial statements.

 

2


 

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY

Columbia Banking System, Inc.

(Unaudited)

 

    

Common stock


  

Retained Earnings


      

Accumulated Other Comprehensive Income (Loss)


    

Total Shareholders’ Equity


    

Number of Shares


  

Amount


          
    

(in thousands)

Balance at January 1, 2002

  

13,207

  

$

101,892

  

$

17,779

 

    

$

(705

)

  

$

118,966

Comprehensive income:

                                      

Net income for 2002

              

 

10,885

 

                 

Reclassification of net gains on securities available for sale included in net income, net of tax of $213

                         

 

(397

)

      

Change in unrealized gains (losses) on securities available for sale, net of tax of $949

                         

 

1,762

 

      

Total comprehensive income

                                  

 

12,250

Issuance of stock under stock option and other plans

  

103

  

 

1,168

                      

 

1,168

Issuance of shares of common stock—5% stock dividend

       

 

7,968

  

 

(7,968

)

                 
    
  

  


    


  

Balance at December 31, 2002

  

13,310

  

 

111,028

  

 

20,696

 

    

 

660

 

  

 

132,384

Comprehensive income:

                                      

Net income for 2003

              

 

4,431

 

                 

Change in unrealized gains (losses) on securities available for sale, net of tax of $268

                         

 

497

 

      

Total comprehensive income

                                  

 

4,928

Issuance of stock under stock option and other plans

  

21

  

 

282

                      

 

282

    
  

  


    


  

Balance at March 31, 2003

  

13,331

  

$

111,310

  

$

25,127

 

    

$

1,157

 

  

$

137,594

    
  

  


    


  

 

See accompanying notes to consolidated condensed financial statements.

 

3


 

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Columbia Banking System, Inc.

(Unaudited)

 

    

Three Months Ended

March 31,


 
    

2003


    

2002


 
    

(in thousands)

 

Operating Activities

                 

Net income (loss)

  

$

4,431

 

  

$

(428

)

Adjustments to reconcile net income to net cash provided by operating activities:

                 

Provision for loan losses

  

 

1,600

 

  

 

7,065

 

Deferred income tax expense (benefit)

  

 

227

 

  

 

(731

)

Gains on sale of real estate owned and other personal property owned

  

 

(13

)

  

 

(40

)

Depreciation and amortization

  

 

2,535

 

  

 

858

 

Net realized (gain) loss on sale of assets

  

 

(5

)

  

 

12

 

Decrease in loans held for sale

  

 

1,660

 

  

 

10,437

 

Increase in interest receivable

  

 

(631

)

  

 

(1,217

)

Decrease in interest payable

  

 

(317

)

  

 

(1,396

)

Stock dividends from Federal Home Loan Bank stock

  

 

(128

)

  

 

(135

)

Net changes in other assets and liabilities

  

 

(1,725

)

  

 

(11,431

)

    


  


Net cash provided by operating activities

  

 

7,634

 

  

 

2,994

 

Investing Activities

                 

Proceeds from maturities of securities available for sale

  

 

18

 

  

 

85

 

Purchases of securities available for sale

  

 

(6,033

)

  

 

(13,579

)

Proceeds from maturities of mortgage-backed securities available for sale

  

 

49,678

 

  

 

6,377

 

Purchases of mortgage-backed securities available for sale

  

 

(133,410

)

  

 

(89,679

)

Proceeds from maturities of securities held to maturity

  

 

170

 

  

 

500

 

Loans originated and acquired, net of principal collected

  

 

25,159

 

  

 

(6,769

)

Purchases of premises and equipment

  

 

(314

)

  

 

(2,573

)

Proceeds from disposal of premises and equipment

  

 

32

 

  

 

6

 

Proceeds from sale of real estate owned and other personal property owned

  

 

662

 

  

 

87

 

    


  


Net cash used by investing activities

  

 

(64,038

)

  

 

(105,545

)

Financing Activities

                 

Net increase in deposits

  

 

1,886

 

  

 

3,015

 

Proceeds from Federal Home Loan Bank advances

  

 

98,500

 

  

 

95,970

 

Repayment of FHLB advances

  

 

(45,166

)

        

Proceeds from issuance of common stock, net

  

 

282

 

  

 

393

 

Other, net

  

 

17

 

  

 

16

 

    


  


Net cash provided by financing activities

  

 

55,519

 

  

 

99,394

 

    


  


Decrease in cash and cash equivalents

  

 

(885

)

  

 

(3,157

)

Cash and cash equivalents at beginning of period

  

 

85,483

 

  

 

66,989

 

    


  


Cash and cash equivalents at end of period

  

$

84,598

 

  

$

63,832

 

    


  


Supplemental information:

                 

Cash paid for interest

  

$

6,078

 

  

$

8,994

 

Cash paid for income taxes

  

 

1,256

 

  

 

304

 

Loans foreclosed and transferred to real estate owned or other personal property owned

  

 

2,939

 

  

 

126

 

 

See accompanying notes to consolidated condensed financial statements.

 

4


 

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Columbia Banking System, Inc.

 

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 36 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 condensed 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 March 31, 2003 are not necessarily indicative of results to be anticipated for the year ending December 31, 2003. 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, 2002.

 

2. Earnings Per Share

 

Earnings per share (“EPS”) are 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 are the inclusion of stock options and restricted stock awards increasing the shares outstanding in diluted earnings per share by 111,000 and 152,000 for the three months ended March 31, 2003 and 2002, respectively.

 

3. Subsequent Event: Cash Dividend

 

On April 23, 2003, the Company declared its first cash dividend of $0.05 per share payable on May 21, 2003 to shareholders of record at the close of business May 7, 2003.

 

4. New Accounting Pronouncements

 

In August 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Standards (SFAS) No. 143, “Accounting for Asset Retirement Obligations”, which takes effect for fiscal years beginning after June 15, 2002. SFAS No. 143 establishes the initial and subsequent accounting for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal operation of a long-lived asset. The Company adopted SFAS No. 143 on January 1, 2003. The adoption of SFAS No. 143 did not materially impact the Company’s consolidated results of operations, financial position, or cash flows.

 

5


 

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” This statement requires recording costs associated with exit or disposal activities when a liability has been incurred. Under previous guidance, certain exit costs were accrued upon management’s commitment to an exit plan, which is generally before an actual liability has been incurred. The new standard is effective for transactions initiated after December 31, 2002. The Company adopted SFAS No. 146 as of January 1, 2003. The adoption of SFAS No. 146 did not materially impact the Company’s consolidated results of operations, financial position, or cash flows.

 

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” This interpretation clarifies the requirements of SFAS No. 5, “Accounting for Contingencies” relating to a guarantor’s accounting for, and disclosure of, the issuance of certain types of guarantees. This interpretation requires that upon issuance of a guarantee, the guarantor must recognize a liability for the fair value of the obligation it assumes under that guarantee. The initial recognition and measurement provisions of this interpretation are to be applied on a prospective basis to guarantees issued or modified subsequent to December 31, 2002, and are not expected to have a material impact on the Company’s financial condition or results of operations. The disclosure requirements of this interpretation are effective for financial statements issued for periods that end after December 15, 2002.

 

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. The Statement also amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The new standard is generally effective for fiscal years ending after December 15, 2002. SFAS No. 148 did not impact the Company’s consolidated results of operations, financial position, or cash flows, since the Company continues to account for stock compensation in accordance with Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees.”

 

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities.” This interpretation requires a variable interest entity to be consolidated by the primary beneficiary of that entity. The consolidation requirements of this interpretation apply immediately to variable interest entities created after January 31, 2003, and apply to existing entities for the first fiscal year or interim period beginning after June 15, 2003. Certain disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. This Statement did not have a material impact on the Company’s 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 origination of commercial business loans and private banking services. 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 Company’s branch offices. Real estate lending offers single-family residential, multi-family residential, and commercial real estate loans, and the associated loan servicing activities.

 

The Company generates segment results that include balances directly attributable to business line activities. The financial results of each segment are derived from the Company’s general ledger system. Overhead, including sales and back office support functions, and other indirect expenses are not allocated to the major lines of business. Since the Company is not specifically organized around lines of business, most reportable segments comprise more than one operating activity.

 

SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information” does not provide segmentation or methodology standardization; therefore, 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 are as follows:

 

Condensed Statements of Operations:

 

    

Three Months Ended March 31, 2003


 
    

Commercial Banking


    

Retail Banking


    

Real Estate

Lending


    

Other


    

Total


 
    

(in thousands)

 

Net interest income after provision for loan losses

  

$

2,976

 

  

$

8,048

 

  

$

3,917

 

  

$

(522

)

  

$

14,419

 

Other income

  

 

210

 

  

 

1,778

 

  

 

1,094

 

  

 

2,471

 

  

 

5,553

 

Other expense

  

 

(824

)

  

 

(4,579

)

  

 

(518

)

  

 

(7,773

)

  

 

(13,694

)

    


  


  


  


  


Contribution to overhead and profit

  

$

2,362

 

  

$

5,247

 

  

$

4,493

 

  

$

(5,824

)

  

$

6,278

 

Income taxes

                                      

 

1,847

 

    


  


  


  


  


Net income

                                      

$

4,431

 

    


  


  


  


  


Total assets

  

$

328,402

 

  

$

616,911

 

  

$

306,052

 

  

$

507,222

 

  

$

1,758,587

 

    


  


  


  


  


 

    

Three Months Ended March 31, 2002


 
    

Commercial Banking


    

Retail Banking


    

Real Estate

Lending


    

Other


    

Total


 
    

(in thousands)

 

Net interest income after provision for loan losses

  

$

2,831

 

  

$

7,502

 

  

$

4,099

 

  

$

(5,941

)

  

$

8,491

 

Other income

  

 

195

 

  

 

1,349

 

  

 

597

 

  

 

1,926

 

  

 

4,067

 

Other expense

  

 

(669

)

  

 

(4,794

)

  

 

(719

)

  

 

(7,511

)

  

 

(13,693

)

    


  


  


  


  


Contribution to overhead and profit

  

$

2,357

 

  

$

4,057

 

  

$

3,977

 

  

$

(11,526

)

  

$

(1,135

)

Income taxes

                                      

 

(707

)

    


  


  


  


  


Net income (loss)

                                      

$

(428

)

    


  


  


  


  


Total assets

  

$

327,979

 

  

$

610,411

 

  

$

326,532

 

  

$

328,776

 

  

$

1,593,698

 

    


  


  


  


  


 

7


 

Item 2:

  

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 may be deemed to include forward looking statements, which management believes are a benefit to shareholders. These forward looking statements describe 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, national and international 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; (6) legislation or regulatory requirements or changes adversely affect the businesses in which Columbia is engaged, and (7) the Company’s ability to realize the efficiencies it expects to receive from its investments in personnel and infrastructure.

 

General

Columbia Banking System, Inc. 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 36 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”). Columbia 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.

 

Business Overview

The Company’s goal is to be a leading community bank headquartered in the Pacific Northwest and to consistently increase earnings and shareholder value. The Company continues to 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. Strategic business combinations may augment this internal growth.

 

8


 

Management believes consolidation among financial institutions in its market area has created significant gaps in the ability of large banks 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.

 

Business Strategy

The Company’s strategy to improve earnings and shareholder value is to leverage its branch network to grow market share by meeting the needs of current and prospective customers with its wide range of financial products and services and outstanding customer service. In addition, the Company will continue to focus on asset quality, expanding revenue, and expense control. The Company evaluates its business processes to benefit customers, create cost efficiencies, and increase profitability.

 

The Company has established a network of 36 branches as of March 31, 2003 from which it intends to grow market share. Twenty-one branches are located in Pierce County, ten in King County, three in Cowlitz County, and one each in Kitsap and Thurston Counties. New branches normally do not contribute to net income for many months after opening. Given the current softness in the Pacific Northwest economy, the Company has moderated its geographical expansion and does not have any additional branches planned in 2003.

 

Products & Services

The Company continuously reviews new products and services to meet its customers’ financial services needs. New technologies and services are reviewed for business development and cost saving purposes. Some of the products and services available include tailored loan products, Cash Management Services, Columbia On-Line, International Services, Merchant Services and Investment Services.

 

Market Area

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, several military bases are located in the Company’s market areas. The Washington economy and that of the Puget Sound region continued the slowdown started in 2001 through the first quarter of 2003. Commercial airline and aerospace industries continued to contract in the Puget Sound region, as the Boeing Company and many local companies that supply the industry reduced their production and employment levels. The full impact and timing of airline and aerospace industry job reductions on the Puget Sound economy are not yet known; however, economic activity in many areas served by the Company has weakened.

 

Federal military and defense spending is expected to have a positive economic impact on the area in light of the large military bases located in the area. Boeing has won additional defense contracts; however, only limited job creation from these contracts is anticipated. It is unknown to what extent the war with Iraq will impact the market areas the Company serves. Through the first quarter of 2003, nationwide consumer confidence has declined, and consumer spending has dropped in a similar manner. However, state economists have predicted Pierce County will lead the state in economic activity in 2003, although the Puget Sound economy is expected to range from flat to slight growth in 2003.

 

9


 

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 expense, 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.

 

Critical Accounting Policies

 

Various elements of the Company’s accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, management has identified several accounting policies that, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company’s financial statements. These policies relate to the methodology for the determination of the allowance for loan losses and the valuation of real estate owned. These policies and the judgments, estimates and assumptions are described in greater detail in subsequent sections of Management’s Discussion and Analysis and in the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2002. Management believes that the judgments, estimates and assumptions used in the preparation of the financial statements are appropriate given the factual circumstances at the time. However, given the sensitivity of the financial statements to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in the results of operations or financial condition.

 

Net Income

 

Net income for the first quarter of 2003 was $4.4 million, or $0.33 per diluted share, compared to a net loss of $428,000, or $(0.03) per diluted share, for the first quarter of 2002. The increase in net income as compared to the prior year is due primarily to a significantly lower contribution to the loan loss allowance in the first quarter of 2003 as well as increased noninterest income and improved efficiencies. The net loss in the prior year was primarily due to a large provision for loan losses leading to a loss in the first quarter 2002.

 

Total Revenue

 

During the first quarter of 2003, total revenue (net interest income plus noninterest income), was $21.6 million, an increase of $1.9 million, or 10% from the first quarter of 2002. The increase was primarily due to increased noninterest income during the first quarter 2003 compared to the same period a year ago. Noninterest income grew in residential lending, service charges and other fees, and merchant services.

 

Net Interest Income

 

Net interest income for the first quarter of 2003 increased 3% to $16.0 million, from $15.6 million in the first quarter of 2002. The Company’s management of its deposit costs and increased core deposits in the first three months of 2003 provided improved net interest income as compared to the first three months of 2002.

 

10


 

Net interest margin (net interest income divided by average interest-earning assets) decreased to 4.37% in the first quarter of 2003 from 4.54% in the first quarter of 2002. The net interest margin was impacted by a 50 basis point decrease in the prime rate in the fourth quarter of 2002. Average interest-earning assets grew to $1.52 billion, or 7%, during the first quarter of 2003, compared with $1.42 billion for the same period in 2002. The yield on average interest-earning assets decreased 80 basis points (a basis point is 1/100th of 1 percent, alternatively 100 basis points equals 1.00%) to 5.91% during the first quarter of 2003 compared with 6.71% during the same period of 2002. In comparison, average interest-bearing liabilities grew to $1.24 billion, or 6%, compared with $1.18 billion for the same period in 2002, and the average cost of interest-bearing liabilities decreased 74 basis points to 1.88% during the first quarter of 2003 from 2.62% in the same period of 2002.

 

CONSOLIDATED AVERAGE BALANCES—NET CHANGES

Columbia Banking System, Inc.

 

    

Three Months Ended March 31,


  

Increase (Decrease)

Amount


 
    

2003


  

2002


  
    

(in thousands)

 

ASSETS

                      

Loans

  

$

1,175,935

  

$

1,193,656

  

$

(17,721

)

Securities

  

 

335,432

  

 

212,956

  

 

122,476

 

Interest-earning deposits with banks

  

 

9,415

  

 

10,335

  

 

(920

)

    

  

  


Total interest-earning assets

  

 

1,520,782

  

 

1,416,947

  

 

103,835

 

Other earning assets

  

 

28,455

  

 

17,379

  

 

11,076

 

Noninterest-earning assets

  

 

123,810

  

 

112,940

  

 

10,870

 

    

  

  


Total assets

  

$

1,673,047

  

$

1,547,266

  

$

125,781

 

    

  

  


LIABILITIES AND SHAREHOLDERS’ EQUITY

                      

Interest-bearing deposits

  

$

1,163,251

  

$

1,053,306

  

$

109,945

 

Federal Home Loan Bank advances

  

 

57,598

  

 

102,242

  

 

(44,644

)

Trust preferred obligations

  

 

21,439

  

 

21,373

  

 

66

 

    

  

  


Total interest-bearing liabilities

  

 

1,242,288

  

 

1,176,921

  

 

65,367

 

Noninterest-bearing deposits

  

 

284,952

  

 

238,149

  

 

46,803

 

Other noninterest-bearing liabilities

  

 

10,647

  

 

10,794

  

 

(147

)

Shareholders’ equity

  

 

135,160

  

 

121,402

  

 

13,758

 

    

  

  


Total liabilities and shareholders’ equity

  

$

1,673,047

  

$

1,547,266

  

$

125,781

 

    

  

  


 

Noninterest Income

 

Noninterest income increased $1.5 million, or 37% in the first quarter of 2003 as compared with the same periods in 2002. Increases in noninterest income during the first quarter of 2003 were in residential mortgage loan originations resulting from the effect of low long-term interest rates, service charges and other fees resulting from the growth in core deposits and merchant services income. Income from mortgage banking increased by $485,000, or 81%, compared to first quarter 2002. Service charges and other fees increased $453,000, or 23%, and merchant service fees increased $245,000, or 23%, in the first quarter 2003 compared to first quarter 2002. In accordance with the Company’s investment strategy, management monitors market conditions with a view to realizing gains on its available for sale securities portfolio as market conditions allow. During the first quarter of 2003 and the first quarter of 2002, there were no sales of securities.

 

11


 

Noninterest Expense

 

Total noninterest expense was unchanged at $13.7 million for the first quarter of 2003, and the same period in 2002. The Company has placed emphasis on controlling its costs. Noninterest expense in the first quarter of 2003 increased by $359,000, or 3% from the fourth quarter 2002. The fourth quarter 2002 had a gain on Real Estate Owned that decreased that quarter’s total noninterest expense by $372,000. Excluding that fourth quarter gain, noninterest expense for the first quarter 2003 was unchanged.

 

The Company’s efficiency ratio (noninterest expense less nonrecurring expenses divided by the sum of net interest income plus noninterest income less nonrecurring income) was 63.48% for the first quarter 2003, compared to 69.78% for the same period in 2002. The improvement in the efficiency ratio in the first quarter 2003 compared to a year ago was due to increased noninterest revenues with unchanged noninterest expense levels.

 

The first quarter 2003 efficiency ratio of 63.48% increased from the fourth quarter 2002 efficiency ratio of 61.66% (adjusted for nonrecurring gains on REO and sales of securities). This increase in the efficiency ratio from the fourth quarter 2002 was due to a decline in revenue from the full effect of the 50 basis point drop in the prime rate during the fourth quarter of last year. In addition, decreases in revenue from service charges on deposit accounts and mortgage banking in the first quarter of 2003 also contributed to the increase in the first quarter efficiency ratio.

 

Income Taxes

 

The Company recorded income tax provisions of $1.8 million for the first quarter of 2003, compared with a benefit of $707,000 for the first quarter 2002. The effective tax rate for the first quarter 2003 was 29%, and was 27% for the year-ended December 31, 2002. The Company’s effective tax rate is less than the statutory rate primarily due to earnings on tax-exempt municipal securities and bank owned life insurance. For additional information, refer to the Company’s annual report on Form 10-K for the year ended December 31, 2002.

 

Credit Risk Management

 

The extension of credit in the form of loans or other credit products to individuals and businesses is one of the Company’s principal business activities. 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, type of borrower and by limiting the aggregation of debt limits to a single borrower.

 

In analyzing its existing portfolio, the Company reviews its consumer and residential loan portfolios by 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, if warranted, placed on nonaccrual status even though the loan may be current as to principal and interest payments.

 

Additionally, the Company assesses whether an impairment of a loan as provided in SFAS No. 114, “Accounting by Creditors for Impairment of a Loan”, warrants specific reserves or a write-down of the loan. See “Provision and Allowance For Loan Losses” on page 16.

 

12


Loan policies, credit quality criteria, portfolio guidelines and other controls are established under the guidance of the Company’s Senior Credit Officer and approved, as appropriate, by the Board. Credit Administration, together with the loan committee, 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 on-site 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, and concentrates its lending efforts on originating commercial business and commercial real estate loans. The following table sets forth the Company’s loan portfolio by type of loan for the dates indicated:

 

    

March 31,

2003


    

% of

Total


    

December 31,

2002


    

% of

Total


 
    

(in thousands)

 

Commercial business

  

$

446,300

 

  

38.9

%

  

$

460,169

 

  

39.1

%

Real estate:

                               

One-to-four family residential

  

 

45,490

 

  

4.0

 

  

 

50,119

 

  

4.3

 

Commercial and five or more family residential commercial properties

  

 

449,656

 

  

39.2

 

  

 

447,662

 

  

38.1

 

    


  

  


  

Total real estate

  

 

495,146

 

  

43.2

 

  

 

497,781

 

  

42.4

 

Real estate construction:

                               

One-to-four family residential

  

 

21,251

 

  

1.9

 

  

 

17,968

 

  

1.5

 

Commercial and five or more family residential commercial properties

  

 

82,942

 

  

7.2

 

  

 

93,490

 

  

7.9

 

    


  

  


  

Total real estate construction

  

 

104,193

 

  

9.1

 

  

 

111,458

 

  

9.4

 

Consumer

  

 

103,640

 

  

9.0

 

  

 

109,070

 

  

9.3

 

    


  

  


  

Sub-total loans

  

 

1,149,279

 

  

100.2

 

  

 

1,178,478

 

  

100.2

 

Less: Deferred loan fees

  

 

(2,752

)

  

(0.2

)

  

 

(2,625

)

  

(0.2

)

    


  

  


  

Total loans

  

$

1,146,527

 

  

100.0

%

  

$

1,175,853

 

  

100.0

%

    


  

  


  

Loans held for sale

  

$

20,442

 

         

$

22,102

 

      
    


         


      

 

Total loans (excluding loans held for sale) at March 31, 2003 decreased $29.3 million, to $1.15 billion from $1.18 billion at year-end 2002 due to decreases in its major loan categories.

 

Commercial Loans: As of March 31, 2003, commercial loans decreased $13.9 million, or 3%, to $446.3 million from $460.2 million at year-end 2002, representing 38.9% of total loans at March 31, 2003 as compared with 39.1% of total loans at December 31, 2002. The Company is committed to providing competitive commercial lending in its market areas. Management believes the slowdown in commercial lending in 2001 and continuing through the first quarter of 2003 was primarily due to the slow economy as businesses reduced inventories and paid down debt. The Company plans to remain competitive yet cautious with its commercial lending products due to the current state of the economy and will continue to emphasize in particular its relationship banking with businesses, and business owners.

 

Real Estate Loans: Residential one-to-four family loans decreased $4.6 million, or 9%, to $45.5 million at March 31, 2003, representing 4.0% of total loans, compared with $50.1 million, or 4.3% of total loans at December 31, 2002. These loans are used by the Company to collateralize advances from the FHLB. Generally, the Company’s policy is to originate for sale to third parties residential loans secured by properties located within the Company’s primary market areas, and are typically 80% or less loan to value. However, the loan amounts may exceed 80% with private mortgage insurance.

 

13


Commercial and five or more family residential real estate lending increased $2.0 million, or 0.4%, to $449.7 million at March 31, 2003, representing 39.2% of total loans, from $447.7 million, or 38.1% of total loans at December 31, 2002. Generally, commercial and five or more family residential 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 these loans not exceed 75% of appraised value, cost, or discounted cash flow value, as appropriate, and that commercial properties maintain debt coverage ratios (net operating income divided by annual debt servicing) of 1.2 or better. However, 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.

 

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 increased $3.3 million, or 18%, to $21.3 million at March 31, 2003, representing 1.9% of total loans, from $18.0 million, or 1.5% of total loans at December 31, 2002. Commercial and five or more family real estate construction loans decreased $10.5 million, or 11%, to $82.9 million at March 31, 2003, representing 7.2% of total loans, from $93.5 million, or 7.9% of total loans at December 31, 2002.

 

The Company endeavors to limit its construction lending risk through adherence to sound underwriting and monitoring procedures.

 

Consumer Loans: At March 31, 2003, the Company had $103.6 million of consumer loans outstanding, representing 9.0% of total loans, a decrease of $5.4 million, or 5%, compared with $109.1 million, at December 31, 2002. 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 Loans: Columbia Bank is not involved with loans to foreign companies or 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) in most cases 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); (iii) real estate owned; and (iv) personal property owned.

 

Total nonperforming assets decreased 23% to $14.0 million, or 0.80% of period-end assets at March 31, 2003 from $18.2 million, or 1.07% of period-end assets at December 31, 2002. Total nonperforming assets decreased 43% in the past twelve months, from $24.6 million and 1.54% of period-end assets at March 31, 2002.

 

14


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, other personal property owned, and total nonperforming assets of the Company:

 

    

March 31,

2003


  

December 31,

2002


    

(in thousands)

Nonaccrual:

             

Commercial business

  

$

7,167

  

$

13,767

Real estate:

             

One-to-four family residential

  

 

373

  

 

139

Commercial and five or more family residential real estate

  

 

1,873

  

 

1,842

Real estate construction:

             

One-to-four family residential

  

 

192

  

 

920

Consumer

  

 

927

  

 

250

    

  

Total nonaccrual

  

 

10,532

  

 

16,918

Restructured:

             

One-to-four family residential construction

  

 

130

  

 

187

    

  

Total restructured

  

 

130

  

 

187

    

  

Total nonperforming loans

  

$

10,662

  

$

17,105

    

  

Real estate owned

  

$

2,500

  

$

130

Other personal property owned

  

 

836

  

 

916

    

  

Total nonperforming assets

  

$

13,998

  

$

18,151

    

  

 

Nonperforming Loans. 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, which occurs when there are serious doubts about the collectibilty of principal or interest. 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.

 

Nonperforming loans were $10.7 million, or 0.93% of total loans (excluding loans held for sale) at March 31, 2003, compared to $17.1 million, or 1.45% of total loans at December 31, 2002. Nonaccrual loans decreased $6.4 million, or 38% from year-end 2002 to $10.5 million at March 31, 2003, as several loans were either paid, returned to accrual status, or were uncollectible; and therefore, were charged-down or charged-off. Loans placed into nonaccrual during the first quarter 2003 were primarily commercial business and consumer loans. Restructured loans decreased to $130,000 at March 31, 2003, from $187,000 at December 31, 2002.

 

Nonaccrual loans and other nonperforming assets are centered in a small number of lending relationships which management considers adequately reserved. Generally, these relationships are well collateralized though loss of principal on certain of these loans will remain in question until the loans are paid or collateral is liquidated. The Company will continue its collection efforts and liquidation of collateral to recover as large a portion of the nonaccrual assets as possible. Substantially, all nonperforming loans are to borrowers within the state of Washington.

 

Real Estate and Other Personal Property Owned. Real estate owned (REO), which is comprised of property from foreclosed real estate loans, increased $2.4 million to $2.5 million at March 31, 2003, from $130,000 at December 31, 2002. During the quarter, the Company sold two properties and foreclosed on four loans secured by real estate. At March 31, 2003, REO consisted of four properties. Other personal property owned, which is comprised of other, non-real estate property from foreclosed loans, decreased $80,000 during the first quarter of 2003 to $836,000 from $916,000 at December 31, 2002. The Company continues to liquidate the other personal property owned as quickly as possible to maximize recovery.

 

15


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 Valuation Allowance consistent with SFAS No. 5, “Accounting for Contingencies.”

 

2.   Criticized/Classified Loss Reserve on specific relationships. Specific allowances for identified problem loans are determined in accordance with SFAS No. 114, “Accounting by Creditors for Impairment of a Loan.”

 

On a quarterly basis the Senior Credit Officer of the Company reviews with Executive Management and the Board of Directors the various additional factors that management considers when determining the adequacy of the allowance, including economic and business condition reviews.

 

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 March 31, 2003, the Company’s allowance for loan losses was $19.3 million, or 1.68% of total loans (excluding loans held for sale), and 181% of nonperforming loans. This compares with an allowance of $19.2 million, or 1.63% of the total loan portfolio, excluding loans held for sale, and 112% of nonperforming loans, at December 31, 2002. In the first quarter 2003 the Company allocated $1.6 million to its provision for loan losses, compared to $7.1 million, a decrease of $5.5 million over the same period in 2002, due in large part to $5.3 in charge-offs in the first quarter 2002 in connection with the now concluded problem credit relationship with a single borrower, initially reported in early 2001.

 

Management is carefully monitoring the loan portfolio given the softness within the local economy, and will consider changes to the Company’s loan loss allowance if circumstances warrant. Management has continued to emphasize credit quality and strengthening of its loan monitoring systems and controls.

 

16


The following table provides an analysis of the Company’s allowance for loan losses at the dates and the periods indicated:

 

    

Three Months Ended

March 31,


 
    

2003


    

2002


 
    

(in thousands)

 

Beginning balance

  

$

19,171

 

  

$

14,734

 

Charge-offs:

                 

Commercial business

  

 

(1,449

)

  

 

(3,145

)

Real estate: Commercial and five or more family residential properties

           

 

(3,500

)

Consumer

  

 

(106

)

  

 

(10

)

    


  


Total charge-offs

  

 

(1,555

)

  

 

(6,655

)

Recoveries:

                 

Commercial business

  

 

40

 

  

 

16

 

Real estate: Commercial and five or more family residential properties

           

 

3

 

Real estate construction: One-to-four family residential

  

 

1

 

  

 

60

 

Consumer

  

 

15

 

  

 

3

 

    


  


Total recoveries

  

 

56

 

  

 

82

 

    


  


Net (charge-offs) recoveries

  

 

(1,499

)

  

 

(6,573

)

Provision charged to expense

  

 

1,600

 

  

 

7,065

 

    


  


Ending balance

  

$

19,272

 

  

$

15,226

 

    


  


 

Net loan charge-offs amounted to $1.5 million for the first quarter 2003, compared with net loan charge-offs of $6.6 million for the same period in 2002. The $1.5 million charged-off during the quarter was comprised of several loans. The prior year charge-offs were largely impacted by the single substantial problem credit relationship requiring a significant charge-off during the first quarter of 2002.

 

Securities

 

At March 31, 2003, the Company’s securities (securities available for sale and securities held to maturity) increased $88.5 million, or 27% from its balance at year-end 2002. The Company purchased $139.4 million, received principal payments of $49.7 million and did not sell any securities available for sale during the first quarter 2003. Approximately 99% of the Company’s securities are classified as available for sale and carried at fair value. These securities are used by management as part of its asset/liability management strategy and may be sold in response to changes in interest rates or significant prepayment risk. In accordance with the Company’s investment strategy, management monitors market conditions with a view to realize gains on its available for sale securities portfolio when prudent.

 

The following table sets forth the Company’s securities portfolio by type for the dates indicated:

 

Securities Available for Sale

 

    

March 31

2003


  

December 31

2002


    

(in thousands)

U.S. Government agency

  

$

3,535

  

$

3,524

Corporate securities

  

 

3,240

  

 

3,200

Mortgage-backed securities

  

 

347,026

  

 

265,211

State & municipal securities

  

 

55,396

  

 

48,558

Other securities

  

 

1,033

  

 

1,020

    

  

Total

  

$

410,230

  

$

321,513

    

  

 

Securities Held to Maturity

 

    

March 31

2003


  

December 31

2002


    

(in thousands)

State & municipal securities

  

$

6,023

  

$

6,192

    

  

Total

  

$

6,023

  

$

6,192

    

  

 

17


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 increased $1.9 million, or 0.1%, to $1.49 billion at March 31, 2003 from December 31, 2002. Core deposits increased $25.4 million, or 3% during the first three months of 2003 and certificates of deposit balances decreased $23.5 million, or 5% compared to year-end 2002. Average core deposits (demand deposit, savings, and money market accounts) increased to $956.9 million during the first quarter of 2003, from $951.2 million in the fourth quarter 2002 and from $835.7 million in the first quarter of 2002.

 

The Company has established a branch system to serve its consumer and business depositors. In addition, management’s strategy for funding growth is to make use of brokered and other wholesale deposits. At March 31, 2003, brokered and other wholesale deposits (excluding public deposits) totaled $22.1 million, or 1.5% of total deposits, compared with $45.8 million, or 3.1% of total deposits at December 31, 2002. The brokered deposits have varied maturities up to seven years.

 

Borrowings

 

The Company relies on FHLB advances to supplement its funding sources, and the FHLB serves as another source of both short and long-term borrowings. FHLB advances are secured by one-to-four family real estate mortgages and certain other assets. At March 31, 2003, the Company had short-term advances of $99.8 million, compared to $46.5 million at December 31, 2002. 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

 

The Company’s $22 million of trust preferred obligations are at a quarterly adjusted floating rate based on the 3-month LIBOR plus 3.58%. At March 31, 2003 the rate on the Company’s trust preferred obligations was 4.92%. The Company can call the debt in 2006 for a premium and in 2011 at par, allowing the Company to retire the debt early if conditions are favorable.

 

18


 

Capital

 

Shareholders’ equity at March 31, 2003 was $137.6 million, up 4% from $132.4 million at December 31, 2002. The increase is due to net income of $4.4 million during the first three months of 2003 and unrealized gains in its securities available for sale portfolio. Shareholders’ equity was 7.82%, and 7.79% of total period-end assets at March 31, 2003, and December 31, 2002, respectively.

 

Regulatory Capital Requirements

 

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%. 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”.

 

Federal Deposit Insurance Corporation regulations set forth the qualifications necessary to be classified as a “well capitalized” bank, primarily for assignment of FDIC insurance premium rates. 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%. Failure to qualify as “well capitalized” can negatively impact a bank’s ability to expand and to engage in certain activities.

 

Columbia Bank qualifies as “well-capitalized” at March 31, 2003 and December 31, 2002.

 

    

Columbia Banking

System, Inc.


    

Columbia State Bank


      

Requirements


 
    

3/31/2003


    

12/31/2002


    

3/31/2003


    

12/31/2002


      

Adequately capitalized


      

Well-capitalized


 

Total risk-based capital ratio

  

12.70

%

  

12.32

%

  

12.23

%

  

11.78

%

    

8

%

    

10

%

Tier 1 risk-based capital ratio

  

11.45

%

  

11.07

%

  

10.98

%

  

10.53

%

    

4

%

    

6

%

Leverage ratio

  

9.44

%

  

9.18

%

  

9.05

%

  

8.78

%

    

4

%

    

5

%

 

Dividends

 

On April 23, 2003, the Company declared its first cash dividend of $0.05 per share, payable on May 21, 2003, to shareholders of record as of May 7, 2003. Applicable Federal and Washington State regulations restrict cash capital distributions, including dividends, by institutions such as Columbia Bank. Such restrictions are tied to the institution’s capital levels after giving effect to distributions.

 

Stock Repurchase Program

 

In March 2002 the Board of Directors approved a stock repurchase program whereby the Company may systematically repurchase up to 500,000 of its outstanding shares of Common Stock. The Company may repurchase shares from time to time in the open market or in private transactions, 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 March 31, 2003 the Company had not repurchased any shares of common stock in this current stock repurchase program.

 

19


 

Item 3.    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 March 31, 2003, 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, 2002. 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, 2002.

 

Item 4.    CONTROLS AND PROCEDURES

 

Evaluation and Disclosure Controls and Procedures

 

The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c)) as of a date within 90 days before the filing date of this quarterly report. Based on that evaluation the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective and timely, providing them with material information relating to the Company required to be disclosed in the reports we file or submit under the Exchange Act.

 

Changes in Internal Controls

 

There have not been any significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. We are not aware of any significant deficiencies or material weaknesses; therefore no corrective actions were taken.

 

20


 

PART II—OTHER INFORMATION

 

Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

 

(a)  Exhibits

 

99.1

  

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

(b)  Reports on Form 8-K

 

On March 6, 2003 the Company filed an 8-K dated March 3, 2003 announcing that Frederick M. Goldberg had been appointed a director of Columbia Bank and its parent company, Columbia Banking System, Inc. The press release was attached and incorporated in its entirety by reference.

 

On February 28, 2003 the Company filed an 8-K dated February 26, 2003 announcing that Melanie J. Dressel assumed the Chief Executive Officer duties of Columbia Banking System, Inc. Ms. Dressel previously served as the Company’s President and Chief Operating Officer and will continue to serve as President and Chief Executive Officer of Columbia State Bank. The press release was attached and incorporated in its entirety by reference.

 

On January 27, 2003 the Company filed an 8-K dated January 25, 2003 announcing its fourth quarter and fiscal year 2002 financial results. The press release was attached and incorporated in its entirety by reference.

 

21


 

SIGNATURES

 

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

 

       

COLUMBIA BANKING SYSTEM, INC.

Date

 

May 13, 2003


     

By

 

/s/    MELANIE J. DRESSEL        


               

Melanie J. Dressel

               

President and Chief Executive Officer

               

(Principal Executive Officer)

Date

 

May 13, 2003


     

By

 

/s/    GARY R. SCHMINKEY        


               

Gary R. Schminkey

               

Executive Vice President and

               

Chief Financial Officer

               

(Principal Financial and Accounting Officer)

 

22


 

CERTIFICATION

 

I, Melanie J. Dressel, certify that:

 

1.   I have reviewed this quarterly report on Form 10-Q of Columbia Banking System, Inc.;

 

2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.   The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date

 

May 13, 2003


       
           

/s/    MELANIE J. DRESSEL        


           

Melanie J. Dressel

           

President and Chief Executive Officer

 

 

23


 

CERTIFICATION

 

I, Gary R. Schminkey, certify that:

 

1.   I have reviewed this quarterly report on Form 10-Q of Columbia Banking System, Inc.;

 

2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.   The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date

 

May 13, 2003


       
           

/s/    GARY R. SCHMINKEY        


           

Gary R. Schminkey

           

Executive Vice President and

           

Chief Financial Officer

 

 

24