COLB 09.30.2011 10-Q
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________________ 
FORM 10-Q
________________________________________________________ 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011.
¨
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
 
98402-2156
(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 registrant: (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  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
 
Accelerated filer
 
¨
 
 
 
 
 
 
 
Non-accelerated filer
 
¨
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
The number of shares of common stock outstanding at October 31, 2011 was 39,502,313.
 

Table of Contents

TABLE OF CONTENTS
 
 
 
Page
 
PART I — FINANCIAL INFORMATION
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
PART II — OTHER INFORMATION
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 
 
i

Table of Contents

PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
Columbia Banking System, Inc.
(Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
(in thousands except per share)
 
2011
 
2010
 
2011
 
2010
Interest Income
 
 
 
 
 
 
 
 
Loans
 
$
59,655

 
$
44,882

 
$
151,446

 
$
120,769

Taxable securities
 
6,037

 
4,660

 
16,701

 
14,113

Tax-exempt securities
 
2,500

 
2,252

 
7,483

 
6,988

Federal funds sold and deposits in banks
 
240

 
281

 
722

 
640

Total interest income
 
68,432

 
52,075

 
176,352

 
142,510

Interest Expense
 
 
 
 
 
 
 
 
Deposits
 
2,642

 
4,007

 
8,569

 
13,282

Federal Home Loan Bank advances
 
807

 
716

 
2,215

 
2,131

Long-term obligations
 
75

 
266

 
579

 
769

Other borrowings
 
120

 
121

 
377

 
357

Total interest expense
 
3,644

 
5,110

 
11,740

 
16,539

Net Interest Income
 
64,788

 
46,965

 
164,612

 
125,971

Provision for loan and lease losses
 
500

 
9,000

 
2,650

 
37,500

Provision for losses on covered loans
 
433

 
453

 
2,312

 
453

Net interest income after provision for loan and lease losses
 
63,855

 
37,512

 
159,650

 
88,018

Noninterest Income
 
 
 
 
 
 
 
 
Service charges and other fees
 
6,991

 
6,518

 
19,746

 
18,384

Gain on bank acquisitions, net of tax
 
1,830

 

 
1,830

 
9,818

Merchant services fees
 
1,952

 
2,051

 
5,393

 
5,700

Gain on sale of investment securities, net
 

 

 

 
58

Bank owned life insurance
 
523

 
521

 
1,556

 
1,541

Change in FDIC loss sharing asset
 
(10,855
)
 
(4,536
)
 
(32,048
)
 
(1,137
)
Other
 
1,755

 
629

 
3,842

 
2,529

Total noninterest income
 
2,196

 
5,183

 
319

 
36,893

Noninterest Expense
 
 
 
 
 
 
 
 
Compensation and employee benefits
 
21,392

 
17,574

 
59,772

 
52,057

Occupancy
 
4,815

 
4,278

 
13,600

 
12,554

Merchant processing
 
976

 
934

 
2,764

 
2,697

Advertising and promotion
 
1,137

 
630

 
3,050

 
2,253

Data processing and communications
 
2,195

 
2,477

 
6,032

 
6,923

Legal and professional fees
 
1,957

 
1,609

 
4,868

 
4,584

Taxes, licenses and fees
 
1,211

 
803

 
2,983

 
2,055

Regulatory premiums
 
574

 
1,952

 
3,553

 
4,910

Net cost of operation of other real estate owned
 
(195
)
 
(1,442
)
 
(423
)
 
(802
)
Amortization of intangibles
 
1,177

 
1,044

 
3,116

 
2,886

FDIC clawback liability
 
1,146

 

 
3,294

 

Other
 
3,550

 
3,661

 
11,836

 
12,045

Total noninterest expense
 
39,935

 
33,520

 
114,445

 
102,162

Income before income taxes
 
26,116

 
9,175

 
45,524

 
22,749

Income tax provision
 
7,244

 
3,971

 
12,241

 
4,573

Net Income
 
$
18,872

 
$
5,204

 
$
33,283

 
$
18,176

Net Income Applicable to Common Shareholders
 
$
18,872

 
$
2,474

 
$
33,283

 
$
13,229

Earnings per common share
 
 
 
 
 
 
 
 
Basic
 
$
0.48

 
$
0.06

 
$
0.84

 
$
0.39

Diluted
 
$
0.48

 
$
0.06

 
$
0.84

 
$
0.38

Dividends paid per common share
 
$
0.06

 
$
0.01

 
$
0.14

 
$
0.03

Weighted average number of common shares outstanding
 
39,131

 
38,976

 
39,092

 
33,938

Weighted average number of diluted common shares outstanding
 
39,192

 
39,137

 
39,167

 
34,142


See accompanying notes to unaudited consolidated condensed financial statements.


1

Table of Contents

CONSOLIDATED CONDENSED BALANCE SHEETS
Columbia Banking System, Inc.
(Unaudited)
 
(in thousands)
 
 
 
 
September 30,
2011
 
December 31,
2010
ASSETS
 
 
 
 
 
 
 
Cash and due from banks
 
 
 
 
$
97,432

 
$
55,492

Interest-earning deposits with banks
 
 
 
 
250,030

 
458,638

Total cash and cash equivalents
 
 
 
 
347,462

 
514,130

Securities available for sale at fair value (amortized cost of $954,415 and $743,928, respectively)
 
 
 
 
995,854

 
763,866

Federal Home Loan Bank stock at cost
 
 
 
 
22,215

 
17,908

Loans held for sale
 
 
 
 
2,568

 
754

Loans, excluding covered loans, net of unearned income of ($23,764) and ($3,490), respectively
 
 
 
 
2,257,899

 
1,915,754

Less: allowance for loan and lease losses
 
 
 
 
50,422

 
60,993

Loans, excluding covered loans, net
 
 
 
 
2,207,477

 
1,854,761

Covered loans, net of allowance for loan losses of ($8,327) and ($6,055), respectively
 
 
 
 
570,805

 
517,061

Total loans, net
 
 
 
 
2,778,282

 
2,371,822

FDIC loss sharing asset
 
 
 
 
193,869

 
205,991

Interest receivable
 
 
 
 
17,428

 
11,164

Premises and equipment, net
 
 
 
 
104,974

 
93,108

Other real estate owned ($24,835 and $14,443 covered by FDIC loss share, respectively)
 
 
 
 
49,891

 
45,434

Goodwill
 
 
 
 
118,434

 
109,639

Core deposit intangible, net
 
 
 
 
21,369

 
18,696

Other assets
 
 
 
 
103,486

 
103,851

Total Assets
 
 
 
 
$
4,755,832

 
$
4,256,363

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
Noninterest-bearing
 
 
 
 
$
1,105,169

 
$
895,671

Interest-bearing
 
 
 
 
2,690,330

 
2,431,598

Total deposits
 
 
 
 
3,795,499

 
3,327,269

Federal Home Loan Bank advances
 
 
 
 
122,642

 
119,405

Securities sold under agreements to repurchase
 
 
 
 
25,000

 
25,000

Other borrowings
 
 
 
 

 
642

Long-term subordinated debt
 
 
 
 

 
25,735

Other liabilities
 
 
 
 
62,725

 
51,434

Total liabilities
 
 
 
 
4,005,866

 
3,549,485

Commitments and contingent liabilities
 
 
 
 

 

Shareholders’ equity:
 
 
 
 
 
 
 
 
September 30,
2011
 
December 31,
2010
 
 
 
 
Common Stock (no par value)
 
 
 
 
 
 
 
Authorized shares
63,033

 
63,033

 
 
 
 
Issued and outstanding
39,502

 
39,338

 
578,828

 
576,905

Retained earnings
 
 
 
 
145,451

 
117,692

Accumulated other comprehensive income
 
 
 
 
25,687

 
12,281

Total shareholders’ equity
 
 
 
 
749,966

 
706,878

Total Liabilities and Shareholders’ Equity
 
 
 
 
$
4,755,832

 
$
4,256,363

See accompanying notes to unaudited consolidated condensed financial statements.


2

Table of Contents

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Columbia Banking System, Inc.
(Unaudited)
 
  
 
Preferred Stock
 
Common Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 
Total
Shareholders’
Equity
(in thousands)
 
Number of
Shares
 
Amount
 
Number of
Shares
 
Amount
 
Balance at January 1, 2010
 
77

 
$
74,301

 
28,129

 
$
348,706

 
$
93,316

 
$
11,816

 
$
528,139

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 

 

 

 

 
18,176

 

 
18,176

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net unrealized gain from securities, net of reclassification adjustments
 

 

 

 

 

 
11,859

 
11,859

Net change in cash flow hedging instruments
 

 

 

 

 

 
(943
)
 
(943
)
Net pension plan liability adjustment
 

 

 

 

 

 
44

 
44

Other comprehensive income
 

 

 

 

 

 

 
10,960

Total comprehensive income
 

 

 

 

 

 

 
29,136

Redemption of preferred stock and common stock warrant
 

 
(76,898
)
 

 
(3,302
)
 


 

 


Accretion of preferred stock discount
 
(77
)
 
2,597

 

 

 
(2,597
)
 

 

Issuance of common stock, net of offering costs
 

 

 
11,040

 
229,129

 

 

 
229,129

Issuance of common stock - stock option and other plans
 

 

 
65

 
864

 

 

 
864

Issuance of common stock - restricted stock awards, net of cancelled awards
 

 

 
94

 
1,054

 

 

 
1,054

Tax benefit deficiency associated with share-based compensation
 

 

 

 
(13
)
 

 

 
(13
)
Preferred dividends
 

 

 

 

 
(2,349
)
 

 
(2,349
)
Cash dividends paid on common stock
 

 

 

 

 
(1,068
)
 

 
(1,068
)
Balance at September 30, 2010
 

 
$

 
39,328

 
$
576,438

 
$
105,478

 
$
22,776

 
$
704,692

Balance at January 1, 2011
 

 
$

 
39,338

 
$
576,905

 
$
117,692

 
$
12,281

 
$
706,878

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 

 

 

 

 
33,283

 

 
33,283

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net unrealized gain from securities, net of reclassification adjustments
 

 

 

 

 

 
13,768

 
13,768

Net change in cash flow hedging instruments
 

 

 

 

 

 
(143
)
 
(143
)
Net pension plan liability adjustment
 

 

 

 

 

 
(219
)
 
(219
)
Other comprehensive income
 

 

 

 

 

 

 
13,406

Total comprehensive income
 

 

 

 

 

 

 
46,689

Issuance of common stock - stock option and other plans
 

 

 
47

 
792

 

 

 
792

Issuance of common stock - restricted stock awards, net of cancelled awards
 

 

 
119

 
1,163

 

 

 
1,163

Repurchase of shares
 

 

 
(2
)
 
(32
)
 

 

 
(32
)
Cash dividends paid on common stock
 

 

 

 

 
(5,524
)
 

 
(5,524
)
Balance at September 30, 2011
 

 
$

 
39,502

 
$
578,828

 
$
145,451

 
$
25,687

 
$
749,966


See accompanying notes to unaudited consolidated condensed financial statements.

3

Table of Contents

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Columbia Banking System, Inc.
(Unaudited)
 
 
Nine Months Ended September 30,
(in thousands)
 
2011
 
2010 (1)
Cash Flows From Operating Activities
 
 
 
 
Net Income
 
$
33,283

 
$
18,176

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

 

Provision for loan and lease losses and losses on covered loans
 
4,962

 
37,953

Stock-based compensation expense
 
1,163

 
1,054

Depreciation, amortization and accretion
 
2,612

 
10,105

Net realized gain on FDIC assisted bank acquisitions
 
(1,830
)
 
(9,818
)
Net realized gain on sale of securities
 

 
(58
)
Net realized gain on sale of other assets
 
(13
)
 
(16
)
Net realized gain on sale of other real estate owned
 
(7,069
)
 
(3,527
)
Gain on termination of cash flow hedging instruments
 
(222
)
 
(1,463
)
Write-down on other real estate owned
 
5,392

 
4,586

Deferred income tax benefit
 

 
(394
)
Net change in:
 

 

FDIC loss-sharing asset
 
29,856

 
1,022

Loans held for sale
 
(1,814
)
 
(1,513
)
Interest receivable
 
(3,384
)
 
4,195

Interest payable
 
(226
)
 
(625
)
Other assets
 
5,886

 
(251
)
Other liabilities
 
1,608

 
22,053

Net cash provided by operating activities
 
70,204

 
81,479

Cash Flows From Investing Activities
 
 
 
 
Loans originated and acquired, net of principal collected
 
(69,420
)
 
114,618

Purchases of:
 

 

Securities available for sale
 
(294,678
)
 
(64,054
)
Premises and equipment
 
(10,619
)
 
(3,910
)
Proceeds from:
 

 

FDIC reimbursement on loss-sharing asset
 
51,000

 

Sales of securities available for sale
 

 
69,328

Principal repayments and maturities of securities available for sale
 
101,071

 
66,118

Disposal of premises and equipment
 
59

 
71

Sales of covered other real estate owned
 
14,604

 
10,652

Sales of other real estate and other personal property owned
 
10,234

 
3,943

Capital improvements on other real estate properties
 
(726
)
 
(1,147
)
Decrease in Small Business Administration secured borrowings
 
(642
)
 
1,599

Net cash acquired in business combinations
 
247,792

 
155,910

Net cash provided by investing activities
 
48,675

 
353,128

Cash Flows From Financing Activities
 
 
 
 
Net decrease in deposits
 
(215,701
)
 
(323,141
)
Proceeds from:
 

 

Issuance of common stock
 

 
229,129

Exercise of stock options
 
792

 
851

Federal Home Loan Bank advances
 
100

 

Federal Reserve Bank borrowings
 
100

 

Payment for:
 

 

Repayment of Federal Home Loan Bank advances
 
(39,447
)
 

Repayment of Federal Reserve Bank borrowings
 
(100
)
 
(36,237
)
Preferred stock dividends
 

 
(2,840
)
Common stock dividends
 
(5,524
)
 
(1,068
)
Repurchase of preferred stock and common stock warrant
 

 
(80,200
)
Repurchase of common stock
 
(32
)
 

Net decrease in other borrowings
 
(25,735
)
 
(86
)
Net cash used in financing activities
 
(285,547
)
 
(213,592
)
(Decrease) Increase in cash and cash equivalents
 
(166,668
)
 
221,015

Cash and cash equivalents at beginning of period
 
514,130

 
305,074

Cash and cash equivalents at end of period
 
$
347,462

 
$
526,089

Supplemental Information:
 
 
 
 
Cash paid during the year for:
 
 
 
 
Cash paid for interest
 
$
11,967

 
$
17,164

Cash paid for income tax
 
$
12,870

 
$
3,015

Non-cash investing activities
 

 

Assets acquired in FDIC assisted acquisitions (excluding cash and cash equivalents)
 
$
485,870

 
$
1,075,166

Liabilities assumed in FDIC assisted acquisitions
 
$
731,832

 
$
1,210,882

Loans transferred to other real estate owned
 
$
16,505

 
$
27,266

(1) Reclassified to conform to the current period’s presentation.
See accompanying notes to unaudited consolidated condensed financial statements.

4

Table of Contents

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Columbia Banking System, Inc.
1.
Basis of Presentation and Significant Accounting Policies
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. Accordingly, certain financial information and footnotes have been omitted or condensed. The consolidated condensed financial statements include the accounts of the Company, and its wholly owned banking subsidiary Columbia Bank (the “Bank”). All intercompany transactions and accounts have been eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented have been included. The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of results to be anticipated for the year ending December 31, 2011. The accompanying interim unaudited consolidated condensed financial statements should be read in conjunction with the financial statements and related notes contained in the Company’s 2010 Annual Report on Form 10-K.
Significant Accounting Policies
The significant accounting policies used in preparation of our consolidated financial statements are disclosed in our 2010 Annual Report on Form 10-K. Other than as discussed below, there have not been any changes in our significant accounting policies compared to those contained in our 2010 10-K disclosure for the year ended December 31, 2010.

Discounted Loans
Discounted loans are the loans acquired through acquisitions or direct purchase for which we believe a credit loss is not probable at the time of acquisition.  Discounted loans are included on the consolidated condensed balance sheet in the “Loans, excluding covered loans” line item. Generally these loans as a group do not exhibit pervasive indications of declines in credit quality from the time of initial origination.  Discounted loans are recorded at fair value at the time of acquisition.  The estimate of fair value includes a discount related to credit risk and a premium or discount related to interest rates that is recorded for each loan separately.   Interest income is recognized through the accrual of interest at the loans' stated rates, plus accretion or amortization of the discount or premium recorded at acquisition.  Credit losses for discounted loans are recorded through the provision for loan losses using a similar methodology as originated loans.  However, the amount of expected incurred loss of unpaid principal must be compared to the net carrying value which includes the remaining discount or premium. Currently none of our discounted loans are covered by indemnification agreements with the FDIC. 

2.
Accounting Pronouncements Recently Issued

In April 2011, the FASB issued Accounting Standards Update ("ASU") 2011-03, Reconsideration of Effective Control for Repurchase Agreements (Topic 860). ASU 2011-03 attempts to improve the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before maturity. The effective date of ASU 2011-03 will be the first interim or annual period beginning after December 15, 2011 and should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company is evaluating the impact this ASU will have on its financial condition and results of operations.
In April 2011, the Financial Accounting Standards Board issued ASU 2011-02, A Creditor's Determination of Whether a Restructuring is a Troubled Debt Restructuring (Topic 310). ASU 2011-02 clarifies the criteria for a restructuring to be classified as a Troubled Debt Restructuring ("TDR"). The Company adopted this ASU during the current period as well as the related disclosure requirements which were included in ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (Topic 310). Adoption of this ASU had no impact on the Company's financial condition or results of operations. See Note 6 for expanded disclosure requirements related to TDR.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. Generally Accepted Accounting Principles (“GAAP”) and International Financial Reporting Standards (“IFRS”) (Topic 820). ASU 2011-04 developed common requirements between GAAP and IFRS for measuring fair value and for disclosing information about fair value measurements. The effective date of ASU 2011-04 will be during interim or annual period beginning after December 15, 2011 and should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company is evaluating the impact this ASU will have on its financial condition and results of operations.


5

Table of Contents

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income (Topic 220). ASU 2011-05 attempts to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. The effective date of ASU 2011-05 will be the first interim or fiscal period beginning after December 15, 2011 and should be applied retrospectively. Early adoption is permitted. The Company will apply the disclosure requirements of ASU 2011-05 for its first interim period beginning after December 15, 2011.
In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment (Topic 350). ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. ASU 2011-08 is effective for interim and annual periods beginning after December 15, 2011. Early adoption is permitted. This ASU, which the Company adopted during the third quarter of 2011, did not have any impact on the Company's consolidated financial statements.

3.
Earnings per Common Share
Basic Earnings per Share (“EPS”) is computed by dividing income applicable to common shareholders by the weighted average number of common shares outstanding for the period. Common shares outstanding include common stock and vested restricted stock awards where recipients have satisfied the vesting terms. Diluted EPS reflects the assumed conversion of all dilutive securities, applying the treasury stock method. The Company calculates earnings per share using the two-class method as described in the Earnings per Share topic of the FASB Accounting Standards Codification (“ASC”). The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2011 and 2010:
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
(in thousands except per share)
 
2011
 
2010
 
2011
 
2010
Basic EPS:
 
 
 
 
 
 
 
 
Net income
 
$
18,872

 
$
5,204

 
$
33,283

 
$
18,176

Less: Preferred dividends and accretion of issuance discount for preferred stock
 

 
(2,730)

 

 
(4,947)

Net income applicable to common shareholders
 
$
18,872

 
$
2,474

 
$
33,283

 
$
13,229

Less: Earnings allocated to participating securities
 
(177)

 
(22)

 
(311)

 
(127)

Earnings allocated to common shareholders
 
$
18,695

 
$
2,452

 
$
32,972

 
$
13,102

Weighted average common shares outstanding
 
39,131

 
38,976

 
39,092

 
33,938

Basic earnings per common share
 
$
0.48

 
$
0.06

 
$
0.84

 
$
0.39

Diluted EPS:
 
 
 
 
 
 
 
 
Earnings allocated to common shareholders
 
$
18,695

 
$
2,452

 
$
32,972

 
$
13,102

Weighted average common shares outstanding
 
39,131

 
38,976

 
39,092

 
33,938

Dilutive effect of equity awards and warrants
 
61

 
161

 
75

 
204

Weighted average diluted common shares outstanding
 
39,192

 
39,137

 
39,167

 
34,142

Diluted earnings per common share
 
$
0.48

 
$
0.06

 
$
0.84

 
$
0.38

Potentially dilutive share options that were not included in the computation of diluted EPS because to do so would be anti-dilutive.
 
75

 
62

 
62

 
54



6

Table of Contents

4.
Business Combinations
Summit Bank
On May 20, 2011 the Bank acquired certain assets and assumed certain liabilities of Summit Bank from the Federal Deposit Insurance Corporation (“FDIC”) in an FDIC-assisted transaction. As part of the Purchase and Assumption Agreement, the Bank and the FDIC entered into loss-sharing agreements (each, a “loss-sharing agreement” and collectively, the “loss-sharing agreements”), whereby the FDIC will cover a substantial portion of any future losses on loans (and related unfunded commitments), OREO and certain accrued interest on loans for up to 90 days. We refer to the acquired loans and OREO subject to the loss-sharing agreements collectively as “covered assets.” Under the terms of the loss-sharing agreements, the FDIC will absorb 80% of losses and share in 80% of loss recoveries. The loss-sharing provisions of the agreements for commercial and single family residential mortgage loans are in effect for five years and ten years, respectively, from the May 20, 2011 acquisition date and the loss recovery provisions for such loans are in effect for eight years and ten years, respectively, from the acquisition date.
Summit Bank was a full service community bank headquartered in Burlington, Washington that operated three branch locations in Skagit County. We entered into this transaction to assist us with filling in our geographic footprint between Seattle and Bellingham, Washington and to support our recently expanded Bellingham banking team. We believe participating with the FDIC in this assisted transaction was, from an economical standpoint, advantageous to expansion through de novo branching.
The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting (formerly the purchase method). The assets and liabilities, both tangible and intangible, were provisionally recorded at their estimated fair values as of the May 20, 2011 acquisition date. The initial accounting for acquired loans and the related indemnification asset for the Summit Bank acquisition was incomplete as of June 30, 2011. The amounts recognized at June 30, 2011 were determined provisionally as the fair value analysis of those assets utilizing an income approach was not complete as of June 30, 2011. These amounts have been retrospectively adjusted to reflect the completion of the fair value analysis utilizing an income approach during the current period. The adjustment recorded in the current period was an increase in the FDIC indemnification asset of $3.0 million, a decrease in acquired loans of $1.7 million, a decrease in goodwill of $851 thousand, and a decrease in other real estate owned covered by loss sharing of $509 thousand. The goodwill represents the excess of the estimated fair value of the liabilities assumed over the estimated fair value of the assets acquired and is influenced significantly by the FDIC-assisted transaction process. All of the goodwill and core deposit intangible assets recognized are deductible for income tax purposes.

The operating results of the Company include the operating results produced by the acquired assets and assumed liabilities for the period May 21, 2011 to September 30, 2011. Due primarily to the significant amount of fair value adjustments and the FDIC loss-sharing agreements put in place, historical results of Summit Bank are not meaningful to the Company’s results and thus no proforma information is presented.

7

Table of Contents

The table below displays the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed:
 
 
May 20, 2011
 
(in thousands)
Assets
 
Cash and due from banks
$
1,837

Interest-earning deposits with banks and federal funds sold
14,198

Investment securities
871

Federal Home Loan Bank stock
406

Acquired loans
69,783

Accrued interest receivable
429

Premises and equipment
42

FDIC receivable
6,984

Other real estate owned covered by loss sharing
2,162

Goodwill
2,919

Core deposit intangible
509

FDIC indemnification asset
30,203

Other assets
786

Total assets acquired
$
131,129

Liabilities
 
Deposits
$
123,279

Federal Home Loan Bank advances
7,772

Accrued interest payable
71

Other liabilities
7

Total liabilities assumed
$
131,129

First Heritage Bank
On May 27, 2011 the Bank acquired certain assets and assumed certain liabilities of First Heritage Bank from the FDIC in an FDIC-assisted transaction. As part of the Purchase and Assumption Agreement, the Bank and the FDIC entered into loss-sharing agreements (each, a “loss-sharing agreement” and collectively, the “loss-sharing agreements”), whereby the FDIC will cover a substantial portion of any future losses on loans (and related unfunded commitments), OREO and certain accrued interest on loans for up to 90 days. We refer to the acquired loans and OREO subject to the loss-sharing agreements collectively as “covered assets.” Under the terms of the loss-sharing agreements, the FDIC will absorb 80% of losses and share in 80% of loss recoveries. The loss-sharing provisions of the agreements for commercial and single family residential mortgage loans are in effect for five years and ten years, respectively, from the May 27, 2011 acquisition date and the loss recovery provisions for such loans are in effect for eight years and ten years, respectively, from the acquisition date.
First Heritage Bank was a full service community bank headquartered in Snohomish, Washington that operated five branch locations in King and Snohomish Counties. We entered into this transaction to assist us with filling in our geographic footprint between Seattle and Bellingham, Washington and to support our recently expanded Bellingham banking team. We believe participating with the FDIC in this assisted transaction was, from an economical standpoint, advantageous to expansion through de novo branching.

8

Table of Contents

The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting (formerly the purchase method). The assets and liabilities, both tangible and intangible, were provisionally recorded at their estimated fair values as of the May 27, 2011 acquisition date. The initial accounting for acquired loans and the related indemnification asset for the First Heritage Bank acquisition was incomplete as of June 30, 2011. The amounts recognized at June 30, 2011 were determined provisionally as the fair value analysis of those assets utilizing an income approach was not complete as of June 30, 2011. These amounts have been retrospectively adjusted to reflect the completion of the fair value analysis utilizing an income approach during the current period. The adjustment recorded in the current period was an increase in the FDIC indemnification asset of $427 thousand, a decrease in acquired loans of $369 thousand and a decrease in goodwill of $58 thousand. The goodwill represents the excess of the estimated fair value of the liabilities assumed over the estimated fair value of the assets acquired and is influenced significantly by the FDIC-assisted transaction process. All of the goodwill and core deposit intangible assets recognized are deductible for income tax purposes.
The operating results of the Company include the operating results produced by the acquired assets and assumed liabilities for the period May 28, 2011 to September 30, 2011. Due primarily to the significant amount of fair value adjustments and the FDIC loss-sharing agreements put in place, historical results of First Heritage Bank are not meaningful to the Company’s results and thus no proforma information is presented.
The table below displays the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed:
 
 
May 27, 2011
 
(in thousands)
Assets

Cash and due from banks
$
4,688

Interest-earning deposits with banks
6,689

Investment securities
5,303

Federal Home Loan Bank stock
477

Acquired loans
81,488

Accrued interest receivable
476

Premises and equipment
5,339

FDIC receivable
4,751

Other real estate owned covered by loss sharing
8,225

Goodwill
5,876

Core deposit intangible
1,337

FDIC indemnification asset
38,531

Other assets
1,804

Total assets acquired
$
164,984

Liabilities

Deposits
$
159,525

Federal Home Loan Bank advances
5,003

Accrued interest payable
421

Other liabilities
35

Total liabilities assumed
$
164,984


Bank of Whitman
On August 5, 2011 the Bank acquired certain assets and assumed certain liabilities of the Bank of Whitman from the FDIC in an FDIC-assisted transaction. The Bank and the FDIC entered into a modified whole bank purchase and assumption agreement without loss share. 
The Bank of Whitman was a full service community bank headquartered in Colfax, Washington.  We entered into this transaction to acquire nine branches total in Adams, Asotin, Grant, Spokane, Walla Walla, and Whitman counties to assist us with filling in our geographic footprint in eastern Washington. We believe participating with the FDIC in this assisted transaction was, from an economical standpoint, advantageous to expansion through de novo branching.

9

Table of Contents

 The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting (formerly the purchase method).  The assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the August 5, 2011 acquisition date.  The application of the acquisition method of accounting resulted in the recognition of a bargain purchase gain, net of tax, of $1.8 million, which is included in the Gain on bank acquisition line item in the Consolidated Condensed Statements of Income, and a core deposit intangible of $3.9 million. The bargain purchase gain represents the excess of the estimated fair value of the assets acquired over the estimated fair value of the liabilities assumed and is influenced significantly by the FDIC-assisted transaction process. The core deposit intangible asset recognized is deductible for income tax purposes.
The operating results of the Company include the operating results produced by the acquired assets and assumed liabilities for the period August 6, 2011 to September 30, 2011. Due to the exclusion of the majority of the non-performing loans and 11 branch locations, as well as the significant amount of fair value adjustments, historical results of the Bank of Whitman are not meaningful to the Company's results and thus no proforma information is presented.
The table below displays the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed:
 
August 5, 2011
 
(in thousands)
Assets

Cash and due from banks
$
52,072

Investment securities
16,298

Federal Reserve Bank and Federal Home Loan Bank stock
3,977

Acquired loans
200,041

Accrued interest receivable
1,975

Premises and equipment
86

FDIC receivable
156,710

Core deposit intangible
3,943

Other assets
2,447

Total assets acquired
$
437,549

Liabilities


Deposits
401,127

Federal Home Loan Bank advances
32,949

Accrued interest payable
213

Deferred tax liability
1,034

Other liabilities
396

Total liabilities assumed
$
435,719

Net assets acquired (after tax gain)
$
1,830


10

Table of Contents


5.
Securities
The following table summarizes the amortized cost, gross unrealized gains and losses and the resulting fair value of securities available for sale:
 
(in thousands)
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
September 30, 2011:
 

 

 

 

U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations
 
$
623,934

 
$
21,698

 
$
(906
)
 
$
644,726

State and municipal securities
 
256,343

 
20,189

 
(115
)
 
276,417

U.S. government and government-sponsored enterprise securities
 
70,857

 
523

 

 
71,380

Other securities
 
3,281

 
77

 
(27
)
 
3,331

Total
 
$
954,415

 
$
42,487

 
$
(1,048
)
 
$
995,854

December 31, 2010:
 

 

 

 

U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations
 
$
491,530

 
$
16,139

 
$
(1,027
)
 
$
506,642

State and municipal securities
 
249,117

 
7,247

 
(2,383
)
 
253,981

Other securities
 
3,281

 

 
(38
)
 
3,243

Total
 
$
743,928

 
$
23,386

 
$
(3,448
)
 
$
763,866


The scheduled contractual maturities of investment securities available for sale at September 30, 2011 are presented as follows:
 
 
 
September 30, 2011
 
 
Amortized Cost
 
Fair Value
 
 
(in thousands)
Due within one year
 
$
43,868

 
$
44,136

Due after one year through five years
 
91,742

 
94,242

Due after five years through ten years
 
168,119

 
176,815

Due after ten years
 
647,405

 
677,330

Total investment securities available-for-sale
 
$
951,134

 
$
992,523


The following table summarizes, as of September 30, 2011, the carrying value of securities pledged as collateral to secure public deposits, borrowings and other purposes as permitted or required by law:
 
(in thousands)
 
Carrying Amount
To Washington and Oregon State to secure public deposits
 
$
237,671

To Federal Home Loan Bank to secure advances
 
95,139

To Federal Reserve Bank to secure borrowings
 
55,947

Other securities pledged
 
50,080

Total securities pledged as collateral
 
$
438,837



11

Table of Contents

The following tables show the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2011 and December 31, 2010:
 
September 30, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less than 12 Months
 
12 Months or More
 
Total
(in thousands)
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations
 
$
119,998

 
$
(905
)
 
$
275

 
$
(1
)
 
$
120,273

 
(906
)
State and municipal securities
 
11,558

 
(97
)
 
1,204

 
(18
)
 
12,762

 
(115
)
U.S. government and government-sponsored enterprise securities
 
100

 

 

 

 
100

 

Other securities
 

 

 
973

 
(27
)
 
973

 
(27
)
Total
 
$
131,656

 
$
(1,002
)
 
$
2,452

 
$
(46
)
 
$
134,108

 
$
(1,048
)
December 31, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less than 12 Months
 
12 Months or More
 
Total
(in thousands)
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations
 
$
86,529

 
$
(1,025
)
 
$
588

 
$
(2
)
 
$
87,117

 
$
(1,027
)
State and municipal securities
 
74,755

 
(2,099
)
 
2,792

 
(284
)
 
77,547

 
(2,383
)
Other securities
 
2,275

 
(6
)
 
968

 
(32
)
 
3,243

 
(38
)
Total
 
$
163,559

 
$
(3,130
)
 
$
4,348

 
$
(318
)
 
$
167,907

 
$
(3,448
)

The unrealized losses on the above securities are primarily attributable to increases in market interest rates subsequent to their purchase by the Company. Management does not intend to sell any impaired securities nor does available evidence suggest it is more likely than not that management will be required to sell any impaired securities. The Company’s securities portfolio does not include any private label mortgage backed securities or investments in trust preferred securities. Management believes the nature of securities in the Company’s investment portfolio present a very high probability of collecting all contractual amounts due, as the majority of the securities held are backed by government agencies or government-sponsored enterprises. However, this recovery in value may not occur for some time, perhaps greater than the one-year time horizon or perhaps even at maturity.


12

Table of Contents

6.
Noncovered Loans
Noncovered loans include loans originated through our branch network and loan departments as well as acquired loans, including discounted loans, that are not subject to FDIC loss share, including the loans acquired in the Bank of Whitman transaction described in Note 4.
The following is an analysis of the noncovered loan portfolio by major types of loans (net of unearned income):
 
(in thousands)
 
September 30,
2011
 
December 31,
2010
Noncovered loans:
 
 
 
 
Commercial Business
 
$
983,820

 
$
795,369

Real Estate:
 
 
 
 
One-to-four family residential
 
64,535

 
49,383

Commercial and multifamily residential
 
977,173

 
794,329

Total Real Estate
 
1,041,708

 
843,712

Real Estate Construction:
 
 
 
 
One-to-four family residential
 
52,287

 
67,961

Commercial and multifamily residential
 
27,181

 
30,185

Total Real Estate Construction
 
79,468

 
98,146

Consumer
 
176,667

 
182,017

Less: Net unearned income
 
(23,764
)
 
(3,490
)
Total noncovered loans, net of unearned income
 
2,257,899

 
1,915,754

Less: Allowance for loan and lease losses
 
(50,422
)
 
(60,993
)
Total noncovered loans, net
 
$
2,207,477

 
$
1,854,761

Loans held for sale
 
$
2,568

 
$
754


At September 30, 2011 and December 31, 2010, the Company had no loans to foreign domiciled businesses or foreign countries, or loans related to highly leveraged transactions. Substantially all of the Company’s loans and unfunded commitments are geographically concentrated in its service areas within the states of Washington and Oregon.
The Company and its banking subsidiary have granted loans to officers and directors of the Company and related interests. These loans are made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collectability. The aggregate dollar amount of these loans was $9.5 million and $12.9 million at September 30, 2011 and December 31, 2010, respectively. During the first nine months of 2011, advances on related party loans were $3.1 million and repayments totaled $6.5 million.
At September 30, 2011 and December 31, 2010, $401.6 million and $426.6 million of commercial and residential real estate loans were pledged as collateral on Federal Home Loan Bank borrowings.

13

Table of Contents

The following is an analysis of noncovered, nonaccrual loans as of September 30, 2011 and December 31, 2010:
 
 
 
September 30, 2011
 
December 31, 2010
(in thousands)
 
Recorded
Investment
Nonaccrual
Loans
 
Unpaid Principal
Balance
Nonaccrual
Loans
 
Recorded
Investment
Nonaccrual
Loans
 
Unpaid Principal
Balance
Nonaccrual
Loans
Commercial Business
 
 
 
 
 
 
 
 
Secured
 
$
9,594

 
$
18,025

 
$
32,368

 
$
44,316

Unsecured
 
301

 
1,244

 

 
327

Real Estate:
 
 
 
 
 
 
 
 
One-to-four family residential
 
2,157

 
2,514

 
2,999

 
3,353

Commercial & multifamily residential
 
 
 
 
 
 
 
 
Commercial land
 
3,872

 
7,355

 
4,093

 
6,279

Income property multifamily
 
7,135

 
9,740

 
11,716

 
12,737

Owner occupied
 
9,845

 
10,908

 
7,407

 
8,990

Real Estate Construction:
 
 
 
 
 
 
 
 
One-to-four family residential
 
 
 
 
 
 
 
 
Land and acquisition
 
7,817

 
15,952

 
11,608

 
21,344

Residential construction
 
3,164

 
4,691

 
6,503

 
11,547

Commercial & multifamily residential
 
 
 
 
 
 
 
 
Income property multifamily
 
7,622

 
14,963

 
7,585

 
12,916

Owner occupied
 

 

 

 

Consumer
 
3,545

 
4,390

 
5,022

 
5,192

Total
 
$
55,052

 
$
89,782

 
$
89,301

 
$
127,001

 


14

Table of Contents

The following is an analysis of the recorded investment of the aged loan portfolio as of September 30, 2011 and December 31, 2010:
 
(in thousands)
 
Current
Loans
 
30 - 59
Days
Past Due
 
60 - 89
Days
Past Due
 
Greater
than 90
Days Past
Due
 
Total
Past Due
 
Nonaccrual
Loans
 
Total Loans
September 30, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Business
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured
 
$
905,270

 
$
847

 
$
579

 
$

 
$
1,426

 
$
9,594

 
$
916,290

Unsecured
 
57,118

 
1,359

 
58

 

 
1,417

 
301

 
58,836

Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
 
61,073

 
239

 
204

 

 
443

 
2,157

 
63,673

Commercial & multifamily residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial land
 
44,260

 

 

 

 

 
3,872

 
48,132

Income property multifamily
 
519,034

 
352

 
10

 

 
362

 
7,135

 
526,531

Owner occupied
 
378,541

 
2,488

 
931

 

 
3,419

 
9,845

 
391,805

Real Estate Construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Land and acquisition
 
16,640

 
1,084

 
436

 

 
1,520

 
7,817

 
25,977

Residential construction
 
22,781

 

 

 

 

 
3,164

 
25,945

Commercial & multifamily residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income property multifamily
 
5,168

 
1,011

 

 

 
1,011

 
7,622

 
13,801

Owner occupied
 
10,358

 

 

 

 

 

 
10,358

Consumer
 
172,094

 
465

 
447

 

 
912

 
3,545

 
176,551

Total
 
$
2,192,337

 
$
7,845

 
$
2,665

 
$

 
$
10,510

 
$
55,052

 
$
2,257,899

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
 
Current
Loans
 
30 - 59
Days
Past Due
 
60 - 89
Days
Past Due
 
Greater
than 90
Days Past
Due
 
Total
Past Due
 
Nonaccrual
Loans
 
Total Loans
December 31, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Business
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured
 
$
720,926

 
$
919

 
$
692

 
$
1

 
$
1,612

 
$
31,919

 
$
754,457

Unsecured
 
40,455

 
9

 

 

 
9

 
448

 
40,912

Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
 
46,167

 
220

 

 

 
220

 
2,996

 
49,383

Commercial & multifamily residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial land
 
18,979

 

 
1,752

 

 
1,752

 
4,091

 
24,822

Income property multifamily
 
426,320

 
1,208

 
121

 

 
1,329

 
10,745

 
438,394

Owner occupied
 
318,508

 
497

 
3,752

 

 
4,249

 
8,356

 
331,113

Real Estate Construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Land and acquisition
 
24,883

 
214

 
205

 

 
419

 
11,604

 
36,906

Residential construction
 
24,655

 

 

 

 

 
6,400

 
31,055

Commercial & multifamily residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income property multifamily
 
10,666

 

 

 

 

 
7,584

 
18,250

Owner occupied
 
11,935

 

 

 

 

 

 
11,935

Consumer
 
176,005

 
397

 
595

 

 
992

 
5,020

 
182,017

Total
 
$
1,819,499

 
$
3,464

 
$
7,117

 
$
1

 
$
10,582

 
$
89,163

 
$
1,919,244



15

Table of Contents



The following is an analysis of impaired loans as of September 30, 2011 and December 31, 2010: 
 
 
Recorded Investment
of Loans
Collectively Measured
for Contingency
Provision
 
Recorded Investment
of Loans
Individually
Measured for
Specific
Impairment
 
Impaired Loans With
Recorded Allowance
 
Impaired Loans Without
Recorded Allowance
 
Average Recorded
Investment
Impaired Loans 
 
Interest Recognized
on
Impaired Loans
(in thousands)
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
September 30, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Business
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured
 
$
908,699

 
$
7,591

 
$
273

 
$
273

 
$
54

 
$
7,318

 
$
14,810

 
$
17,251

 
$
16

Unsecured
 
58,548

 
288

 

 

 

 
288

 
609

 
148

 

Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
 
61,629

 
2,044

 

 

 

 
2,044

 
2,283

 
2,498

 

Commercial & multifamily residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial land
 
44,316

 
3,816

 

 

 

 
3,816

 
6,781

 
4,380

 

Income property multifamily
 
519,745

 
6,786

 
2,588

 
3,512

 
297

 
4,198

 
5,673

 
9,444

 
526

Owner occupied
 
376,391

 
15,414

 
1,528

 
2,186

 
408

 
13,886

 
16,616

 
15,427

 
298

Real Estate Construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Land and acquisition
 
17,550

 
8,427

 
1,216

 
1,813

 
175

 
7,211

 
12,210

 
9,368

 
176

Residential construction
 
20,830

 
5,115

 

 

 

 
5,115

 
6,563

 
4,397

 

Commercial & multifamily residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income property multifamily
 
6,178

 
7,623

 

 

 

 
7,623

 
14,963

 
7,064

 

Owner occupied
 
10,358

 

 

 

 

 

 

 

 

Consumer
 
174,059

 
2,492

 
154

 
226

 
32

 
2,338

 
2,832

 
4,276

 
13

Total
 
$
2,198,303

 
$
59,596

 
$
5,759

 
$
8,010

 
$
966

 
$
53,837

 
$
83,340

 
$
74,253

 
$
1,029

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
Recorded Investment
of Loans
Collectively Measured
for Contingency
Provision
 
Recorded Investment
of Loans
Individually
Measured for
Specific
Impairment
 
Impaired Loans With
Recorded Allowance
 
Impaired Loans Without
Recorded Allowance
 
 
 
 
(in thousands)
 
 
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
 
 
 
December 31, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Business
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured
 
$
724,665

 
$
29,793

 
$
2,717

 
$
2,758

 
$
600

 
$
27,081

 
$
26,913

 
 
 
 
Unsecured
 
40,808

 
104

 
75

 
75

 
75

 
29

 
30

 
 
 
 
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
 
46,728

 
2,655

 

 

 

 
2,658

 
2,949

 
 
 
 
Commercial & multifamily residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial land
 
20,959

 
3,863

 
3,062

 
5,225

 

 
804

 
826

 
 
 
 
Income property multifamily
 
427,799

 
10,595

 
3,094

 
3,139

 
59

 
10,292

 
12,253

 
 
 
 
Owner occupied
 
317,010

 
14,103

 

 

 

 
14,152

 
17,099

 
 
 
 
Real Estate Construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Land and acquisition
 
25,362

 
11,543

 
533

 
549

 
3

 
11,013

 
20,718

 
 
 
 
Residential construction
 
24,655

 
6,400

 
915

 
1,723

 
62

 
5,585

 
9,824

 
 
 
 
Commercial & multifamily residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income property multifamily
 
10,666

 
7,584

 
6,792

 
10,515

 
175

 
792

 
2,401

 
 
 
 
Owner occupied
 
11,935

 

 

 

 

 

 

 
 
 
 
Consumer
 
177,484

 
4,533

 

 

 

 
4,533

 
4,691

 
 
 
 
Total
 
$
1,828,071

 
$
91,173

 
$
17,188

 
$
23,984

 
$
974

 
$
76,939

 
$
97,704

 
 
 
 
 




16

Table of Contents

The following is an analysis of loans classified as Troubled Debt Restructurings ("TDR") during the three months ended September 30, 2011:
(in thousands except number of modifications)
 
Number of TDR Modifications
 
Pre-Modification
Outstanding
Recorded
Investment
 
Post-Modification
Outstanding
Recorded
Investment
Commercial Business
 
 
 
 
 
 
Secured
 
1

 
$
226

 
$
226

Total
 
1

 
$
226

 
$
226


The following is an analysis of loans classified as Troubled Debt Restructurings during the nine months ended September 30, 2011:
(in thousands except number of modifications)
 
Number of TDR Modifications
 
Pre-Modification
Outstanding
Recorded
Investment
 
Post-Modification
Outstanding
Recorded
Investment
Commercial Business
 
 
 
 
 
 
Secured
 
3

 
$
578

 
$
578

Real Estate: Commercial & multifamily residential
 
 
 
 
 
 
Income Property Multifamily
 
1

 
623

 
623

Real Estate Construction: One-to-four family residential
 
 
 
 
 
 
Residential Construction
 
1

 
36

 
36

Total
 
5

 
$
1,237

 
$
1,237


The Company's loans classified as TDR are loans that have been modified or the borrower has been granted special concessions due to financial difficulties, that if not for the challenges of the borrower, the Company would not otherwise consider. The Company had commitments to lend $2.4 million of additional funds on loans classified as TDR as of September 30, 2011. The TDR modifications or concessions are made to increase the likelihood these borrowers with financial difficulties will be able to satisfy their debt obligations as amended. Credit losses for loans classified as TDR are measured the same as impaired loans. For impaired loans, an allowance is established when the collateral value (or discounted cash flows or observable market price) of the impaired loan is lower than the recorded investment of that loan. The Company did not have any loans modified as TDR within the past twelve months that have defaulted during the nine months ended September 30, 2011.

7.
Allowance for Loan and Lease Losses and Unfunded Commitments and Letters of Credit
We maintain an allowance for loan and lease losses (“ALLL”) to absorb losses inherent in the loan portfolio. The size of the ALLL is determined through quarterly assessments of the probable estimated losses in the loan portfolio. Our methodology for making such assessments and determining the adequacy of the ALLL includes the following key elements:
1.
General valuation allowance consistent with the Contingencies topic of the FASB ASC.
2.
Classified loss reserves on specific relationships. Specific allowances for identified problem loans are determined in accordance with the Receivables topic of the FASB ASC.
3.
The unallocated allowance provides for other factors inherent in our loan portfolio that may not have been contemplated in the general and specific components of the allowance. This unallocated amount generally comprises less than 5% of the allowance. The unallocated amount is reviewed quarterly based on trends in credit losses, the results of credit reviews and overall economic trends.
The general valuation allowance is systematically calculated quarterly using quantitative and qualitative information about specific loan classes. The minimum required level an entity develops a methodology to determine its allowance for loan and lease losses is by general categories of loans, such as commercial business, real estate, and consumer. However, the Company’s methodology in determining its allowance for loan and lease losses is prepared in a more detailed manner at the loan class level, utilizing specific categories such as commercial business secured, commercial business unsecured, real estate commercial land, and real estate income property multifamily. The quantitative information uses historical losses from a

17

Table of Contents

specific loan class and incorporates the loan’s risk rating migration from origination to the point of loss.
A loan’s risk rating is primarily determined based upon the borrower’s ability to fulfill its debt obligation from a cash flow perspective. In the event there is financial deterioration of the borrower, the borrower’s other sources of income or repayment are also considered, including recent appraisal values for collateral dependent loans. The qualitative information takes into account general economic and business conditions affecting our market place, seasoning of the loan portfolio, duration of the business cycle, etc. to ensure our methodologies reflect the current economic environment and other factors as using historical loss information exclusively may not give an accurate estimate of inherent losses within the Company’s loan portfolio.
When a loan is deemed to be impaired, the Company has to determine if a specific valuation allowance is required for that loan. The specific valuation allowance is a reserve, calculated at the individual loan level, for each loan determined to be both, impaired and containing a value less than its recorded investment. The Company measures the impairment based on the discounted expected future cash flows, observable market price, or the fair value of the collateral less selling costs if the loan is collateral dependent or if foreclosure is probable. The specific reserve for each loan is equal to the difference between the recorded investment in the loan and its determined impairment value.
The ALLL is increased by provisions for loan and lease losses (“provision”) charged to expense, and is reduced by loans charged off, net of recoveries. While the Company’s management believes the best information available is used to determine the ALLL, changes in market conditions could result in adjustments to the ALLL, affecting net income, if circumstances differ from the assumptions used in determining the ALLL.
We have used the same methodology for ALLL calculations during the three and nine months ended September 30, 2011 and 2010. Adjustments to the percentages of the ALLL allocated to loan categories are made based on trends with respect to delinquencies and problem loans within each class of loans. The Company reviews the ALLL quantitative and qualitative methodology on a quarterly basis and makes adjustments when appropriate. The Company continues to strive towards maintaining a conservative approach to credit quality and will continue to prudently adjust our ALLL as necessary in order to maintain adequate reserves. The Company carefully monitors the loan portfolio and continues to emphasize the importance of credit quality while continuously strengthening loan monitoring systems and controls.

18

Table of Contents

The following table shows a detailed analysis of the allowance for loan and lease losses for noncovered loans as of the three and nine months ended September 30, 2011: 
(in thousands)
 
Beginning
Balance
 
Charge-offs
 
Recoveries
 
Provision
 
Ending
Balance
 
Specific
Reserve
 
General
Allocation
Three months ended September 30, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Business
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured
 
$
22,320

 
$
(1,904
)
 
$
420

 
$
2,462

 
$
23,298

 
$
54

 
$
23,244

Unsecured
 
573

 
(42
)
 
40

 
167

 
738

 

 
738

Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
 
847

 
(53
)
 
78

 
70

 
942

 

 
942

Commercial & multifamily residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial land
 
894

 
(4
)
 

 
(130
)
 
760

 

 
760

Income property multifamily
 
14,709

 
(339
)
 
10

 
(5,407
)
 
8,973

 
297

 
8,676

Owner occupied
 
6,479

 
(100
)
 

 
311

 
6,690

 
408

 
6,282

Real Estate Construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Land and acquisition
 
2,852

 
(169
)
 
63

 
269

 
3,015

 
175

 
2,840

Residential construction
 
1,704

 
(14
)
 
56

 
(222
)
 
1,524

 

 
1,524

Commercial & multifamily residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income property multifamily
 
43

 
(145
)
 

 
157

 
55

 

 
55

Owner occupied
 
34

 

 

 
(7
)
 
27

 

 
27

Consumer
 
2,748

 
(2,102
)
 
70

 
2,985

 
3,701

 
32

 
3,669

Unallocated
 
854

 

 

 
(155
)
 
699

 

 
699

Total
 
$
54,057

 
$
(4,872
)
 
$
737

 
$
500

 
$
50,422

 
$
966

 
$
49,456

(in thousands)
 
Beginning
Balance
 
Charge-offs
 
Recoveries
 
Provision
 
Ending
Balance
 
Specific
Reserve
 
General
Allocation
Nine months ended September 30, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Business
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Secured
 
$
21,811

 
$
(6,025
)
 
$
749

 
$
6,763

 
$
23,298

 
$
54

 
$
23,244

Unsecured
 
738

 
(126
)
 
408

 
(282
)
 
738

 

 
738

Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
 
1,100

 
(717
)
 
78

 
481

 
942

 

 
942

Commercial & multifamily residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial land
 
634

 
(660
)
 

 
786

 
760

 

 
760

Income property multifamily
 
15,210

 
(979
)
 
65

 
(5,323
)
 
8,973

 
297

 
8,676

Owner occupied
 
9,692

 
(723
)
 
31

 
(2,310
)
 
6,690

 
408

 
6,282

Real Estate Construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Land and acquisition
 
3,769

 
(1,347
)
 
1,831

 
(1,238
)
 
3,015

 
175

 
2,840

Residential construction
 
2,292

 
(1,068
)
 
92

 
208

 
1,524

 

 
1,524

Commercial & multifamily residential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income property multifamily
 
274

 
(1,710
)
 

 
1,491

 
55

 

 
55

Owner occupied
 
70

 

 

 
(43
)
 
27

 

 
27

Consumer
 
2,120

 
(3,298
)
 
178

 
4,701

 
3,701

 
32

 
3,669

Unallocated
 
3,283

 

 

 
(2,584
)
 
699

 

 
699

Total
 
$
60,993

 
$
(16,653
)
 
$
3,432

 
$
2,650

 
$
50,422

 
$
966

 
$
49,456


19

Table of Contents

The three and nine months changes as of September 30, 2011 and 2010 are summarized as follows:
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
2011
 
2010
 
2011
 
2010
Beginning balance
 
$
54,057

 
$
59,748

 
$
60,993

 
$
53,478

Provision charged to expense
 
500

 
9,000

 
2,650

 
37,500

Loans charged off
 
(4,872
)
 
(7,540
)
 
(16,653
)
 
(31,466
)
Recoveries
 
737

 
1,126

 
3,432

 
2,822

Ending balance
 
$
50,422

 
$
62,334

 
$
50,422

 
$
62,334


Changes in the allowance for unfunded commitments and letters of credit are summarized as follows:
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
(in thousands)
 
2011
 
2010
 
2011
 
2010
Beginning balance
 
$
1,460

 
$
815

 
$
1,165

 
$
775

Net changes in the allowance for unfunded commitments and letters of credit
 

 
350

 
295

 
390

Ending balance
 
$
1,460

 
$
1,165

 
$
1,460

 
$
1,165

Risk Elements
The extension of credit in the form of loans to individuals and businesses is one of our principal commerce activities. Our policies and applicable laws and regulations require risk analysis as well as ongoing portfolio and credit management. We manage our credit risk through lending limit constraints, credit review, approval policies and extensive, ongoing internal monitoring. We also manage 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 to a single borrower.
The monitoring process for the loan portfolio includes periodic reviews of individual loans with risk ratings assigned to each loan. Based on the analysis, loans are given a risk rating of 1-10 based on the following criteria:

ratings of 1-3 indicate minimal to low credit risk,
ratings of 4-5 indicate an average credit risk with adequate repayment capacity when prolonged periods of adversity do not exist,
rating of 6 indicate higher than average risk requiring greater than routine attention by bank personnel due to conditions affecting the borrower, the borrower's industry or economic environment,
rating of 7 indicate potential weaknesses that, if left uncorrected, may result in deterioration of the repayment prospects for the asset or in the Company's credit position at some future date,
rating of 8 indicates a loss is possible if loan weaknesses are not corrected,
rating of 9 indicates loss is highly probable; however, the amount of loss has not yet been determined,
and a rating of 10 indicates the loan is uncollectable, and when identified is charged-off.
Loans with a risk rating of 1-6 are considered Pass loans and loans with risk ratings of 7, 8, 9 and 10 are considered Special Mention, Substandard, Doubtful and Loss, respectively. Loans with a risk rating of Substandard or worse are reported as classified loans in our allowance for loan and lease losses analysis. We review these loans to assess the ability of our borrowers to service all interest and principal obligations and, as a result, the risk rating may be adjusted accordingly. Risk ratings are reviewed and updated whenever appropriate, with more periodic reviews as the risk and dollar value of loss on the loan increases. In the event full collection of principal and interest is not reasonably assured, the loan is appropriately downgraded and, if warranted, placed on non-accrual status even though the loan may be current as to principal and interest payments. Additionally, we assess whether an impairment of a loan warrants specific reserves or a write-down of the loan.

20

Table of Contents

The following is an analysis of the credit quality of our noncovered loan portfolio as of September 30, 2011 and December 31, 2010:
 
 
 
September 30, 2011:
 
December 31, 2010:
(dollars in thousands)
 
Weighted-
Average
Risk Rating
 
Recorded
Investment
Noncovered
Loans
 
Weighted-
Average
Risk Rating
 
Recorded
Investment
Noncovered
Loans
Commercial Business
 
 
 
 
 
 
 
 
Secured
 
4.95

 
$
916,290

 
4.96

 
$
757,372

Unsecured
 
4.25

 
58,836

 
4.23

 
41,175

Real Estate:
 
 
 
 
 
 
 
 
One-to-four family residential
 
4.91

 
63,672

 
4.96

 
49,436

Commercial & multifamily residential
 
 
 
 
 
 
 
 
Commercial land
 
5.64

 
48,132

 
5.75

 
24,956

Income property multifamily
 
4.98

 
526,531

 
5.07

 
406,711

Owner occupied
 
5.08

 
391,804

 
5.12

 
366,284

Real Estate Construction:
 
 
 
 
 
 
 
 
One-to-four family residential
 
 
 
 
 
 
 
 
Land and acquisition
 
6.61

 
25,978

 
6.79

 
37,054

Residential construction
 
6.07

 
25,945

 
6.63

 
31,293

Commercial & multifamily residential
 
 
 
 
 
 
 
 
Income property multifamily
 
5.39

 
13,801

 
6.38

 
18,296

Owner occupied
 
4.45

 
10,358

 
4.93

 
11,990

Consumer
 
4.27

 
176,552

 
4.31

 
182,624

Total recorded investment of noncovered loans
 
 
 
$
2,257,899

 
 
 
$
1,927,191

 

8. Covered Assets and FDIC Loss-sharing Asset
Covered Assets
Covered assets consist of loans and OREO acquired in FDIC assisted acquisitions during 2010 and 2011, for which the Bank entered into loss-sharing agreements, whereby the FDIC will cover a substantial portion of any future losses on loans (and related unfunded loan commitments), OREO and certain accrued interest on loans. Under the terms of the loss-sharing agreements, the FDIC will absorb 80% of losses and share in 80% of loss recoveries up to specified amounts and, with respect to loss-sharing agreements for two acquisitions completed in 2010, will absorb 95% of losses and share in 95% of loss recoveries thereafter. The loss-sharing provisions of the agreements for commercial and single-family mortgage loans are in effect for five and ten years, respectively, from the acquisition dates and the loss recovery provisions are in effect for eight and ten years, respectively, from the acquisition dates.
Ten years and forty-five days after the acquisition dates, the Bank shall pay to the FDIC a clawback in the event the losses from the acquisitions fail to reach stated levels. This clawback shall be in the amount of 50% of the excess, if any, of 20% of the stated threshold amounts, less the sum of 25% of the asset premium (discount), 20% or 25% of the cumulative loss-sharing payments (depending on the particular agreement), and the cumulative servicing amount. As of September 30, 2011, the net present value of the Bank’s estimated clawback liability is $3.3 million, which is included in other liabilities on the consolidated condensed financial statements.

21

Table of Contents

The following is an analysis of our covered loans, net of related allowance for losses on covered loans as of September 30, 2011 and December 31, 2010:
 
(dollars in thousands)
 
Covered Loans September 30, 2011
 
Weighted-
Average
Risk Rating
 
Allowance
for Loan
Losses
Commercial Business
 
$
220,727

 
6.09
 
$
2,018

Real Estate:
 
 
 
 
 
 
One-to-four family residential
 
84,724

 
5.33
 
1,071

Commercial and multifamily residential
 
346,406

 
5.90
 
4,293

Total Real Estate
 
431,130

 
 
 
5,364

Real Estate Construction:
 
 
 
 
 
 
One-to-four family residential
 
55,928

 
7.40
 
205

Commercial and multifamily residential
 
30,034

 
7.15
 
134

Total Real Estate Construction
 
85,962

 
 
 
339

Consumer
 
60,306

 
5.07
 
606

Subtotal of covered loans
 
798,125

 
 
 
$
8,327

Less:
 
 
 
 
 
 
Valuation discount resulting from acquisition accounting
 
218,993

 
 
 
 
Allowance for loan losses
 
8,327

 
 
 
 
Covered loans, net of valuation discounts and allowance for loan losses
 
$
570,805

 
 
 
 
(dollars in thousands)
 
Covered Loans December 31, 2010
 
Weighted-
Average
Risk Rating
 
Allowance
for Loan
Losses
Commercial Business
 
$
165,255

 
5.74
 
$
2,903

Real Estate:
 
 
 
 
 
 
One-to-four family residential
 
68,700

 
4.77
 
1,013

Commercial and multifamily residential
 
341,063

 
5.70
 
821

Total Real Estate
 
409,763

 
 
 
1,834

Real Estate Construction:
 
 
 
 
 
 
One-to-four family residential
 
39,754

 
7.29
 
98

Commercial and multifamily residential
 
41,624

 
6.79
 
469

Total Real Estate Construction
 
81,378

 
 
 
567

Consumer
 
58,337

 
4.49
 
751

Subtotal of covered loans
 
714,733

 
 
 
$
6,055

Less:
 
 
 
 
 
 
Valuation discount resulting from acquisition accounting
 
191,617

 
 
 
 
Allowance for loan losses
 
6,055

 
 
 
 
Covered loans, net of valuation discounts and allowance for loan losses
 
$
517,061

 
 
 
 

Certain acquired loans are accounted for under ASC 310-30 and initially measured at fair value based on expected future cash flows over the life of the loans. Acquired loans that have common risk characteristics are aggregated into pools. The Company re-measures contractual and expected cash flows, at the pool-level, on a quarterly basis.
Contractual cash flows are calculated based upon the loan pool terms after applying a prepayment factor. Calculation of the applied prepayment factor for contractual cash flows is the same as described below for expected cash flows.
 

22

Table of Contents

Inputs to the determination of expected cash flows include cumulative default and prepayment data as well as loss severity and recovery lag information. Cumulative default and prepayment data are calculated via a transition matrix. The transition matrix is a matrix of probability values that specifies the probability of a loan pool transitioning into a particular delinquency state (e.g. 0-30 days past due, 31 to 60 days, etc.) given its delinquency state at the re-measurement date. Loss severity factors are based upon actual charge-off data within the loan pools and recovery lags are based upon experience with the collateral within the loan pools.
Acquired loans are also subject to the Company’s internal and external credit review and are risk rated using the same criteria as loans originated by the Company. However, risk ratings are not a clear indicator of losses on acquired loans as a majority of the losses are recoverable from the FDIC under the loss-sharing agreements.
Draws on acquired loans, advanced subsequent to the loan acquisition date, are accounted for under ASC 450-20 and those amounts are also subject to the Company’s internal and external credit review. An allowance for loan losses is estimated in a similar manner as the originated loan portfolio, and a provision for loan losses is charged to earnings as necessary.
The excess of cash flows expected to be collected over the initial fair value of acquired loans is referred to as the accretable yield and is accreted into interest income over the estimated life of the acquired loans using the effective yield method. Other adjustments to the accretable yield include changes in the estimated remaining life of the acquired loans, changes in expected cash flows and changes of indices for acquired loans with variable interest rates.
The following table shows the changes in accretable yield for acquired loans for three and nine months ended September 30, 2011:
(in thousands)
 
Three months ended September 30, 2011
 
Nine months ended September 30, 2011
Balance at beginning of period
 
$
314,333

 
$
256,572

Additions resulting from acquisitions
 

 
59,811

Accretion
 
(23,608
)
 
(60,369
)
Disposals
 
(8,594
)
 
(24,134
)
Reclassifications from nonaccretable difference
 
69

 
50,320

Balance at end of period
 
$
282,200

 
$
282,200

During the nine months ended September 30, 2011, the Company recorded a provision expense for losses on covered loans of $2.3 million. Of this amount, $3.5 million was impairment expense calculated in accordance with ASC 310-30 and $1.2 million was a negative provision to adjust the allowance for loss calculated under ASC 450-20 for draws on acquired loans. The impact to earnings of the $2.3 million of provision expense for covered loans was partially offset through noninterest income by an increase in the FDIC loss-sharing asset.

The following table shows the initially recorded amounts for loans acquired during 2011, which are accounted for on a pooled basis, at acquisition date, respectively:

 
 
First Heritage Bank
 
Summit Bank
(in thousands)
 
May 27, 2011
 
May 20, 2011
Contractually required payments of interest and principal
 
$
151,611

 
$
127,823

Nonaccretable difference
 
(34,052
)
 
(34,301
)
Cash flows expected to be collected(1)
 
117,559

 
93,522

Accretable yield
 
(36,071
)
 
(23,739
)
Carrying value of acquired loans
 
$
81,488

 
$
69,783

(1) Represents undiscounted expected principal and interest cash flows
 
 

23

Table of Contents

The following table sets forth activity in covered OREO at carrying value for the three and nine months ended September 30, 2011:
 
 
 
Three Months Ended
 
Nine Months Ended
(in thousands)
 
September 30, 2011
 
September 30, 2011
Covered OREO:
 
 
 
 
Balance, beginning of period
 
$
23,730

 
$
14,443

Established through acquisitions
 

 
10,387

Transfers in, net of write-downs ($952 and $1,393, respectively)
 
2,979

 
8,071

OREO improvements
 

 

Additional OREO write-downs
 
(189
)
 
(302
)
Proceeds from sale of OREO property
 
(3,523
)
 
(14,604
)
Gain on sale of OREO
 
1,838

 
6,840

Total covered OREO, end of period
 
$
24,835

 
$
24,835


The covered OREO is covered by loss-sharing agreements with the FDIC in which the FDIC will assume 80% of additional write-downs and losses on covered OREO sales, or 95%, if applicable, of additional write-downs and losses on covered OREO sales if the minimum loss share thresholds are met.
FDIC Loss-sharing Asset
At September 30, 2011, the FDIC loss-sharing asset is comprised of a $186.5 million FDIC indemnification asset and a $7.4 million FDIC receivable. The indemnification represents the cash flows the Company expects to collect from the FDIC under the loss-sharing agreements and the FDIC receivable represents the reimbursable amounts from the FDIC that have not yet been received.
For covered loans, the Company re-measures contractual and expected cash flows on a quarterly basis. When the quarterly re-measurement process results in a decrease in expected cash flows due to an increase in expected credit losses, impairment is recorded. As a result of this impairment, the indemnification asset is increased to reflect anticipated future cash to be received from the FDIC. Consistent with the loss-sharing agreements between the Company and the FDIC, the amount of the increase to the indemnification asset is measured as 80% of the resulting impairment.
Alternatively, when the quarterly re-measurement results in an increase in expected future cash flows due to a decrease in expected credit losses, the nonaccretable difference decreases and the effective yield of the related loan portfolio is increased. As a result of the improved expected cash flows, the indemnification asset would be reduced first by the amount of any impairment previously recorded and, second, by increased amortization over the remaining life of the related loan pool.
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
(in thousands)
 
2011
 
2010
 
2011
 
2010
Balance at beginning of period
 
$
209,694

 
$
226,745

 
$
205,991

 
$

Adjustments not reflected in income
 
 
 
 
 
 
 
 
Established through acquisitions
 

 

 
68,734

 
210,405

Cash received from the FDIC
 
(6,108
)
 
(11,198
)
 
(51,000
)
 
(11,198
)
FDIC reimbursable losses, net
 
1,138

 
416

 
2,192

 
13,357

Adjustments reflected in income
 
 
 
 
 
 
 
 
(Amortization) accretion
 
(9,333
)
 
2,401

 
(24,974
)
 
6,353

Loan loss provision
 
921

 

 
2,424

 

Other
 
(2,443
)
 
(6,937
)
 
(9,498
)
 
(7,490
)
Balance at end of period
 
$
193,869

 
$
211,427

 
$
193,869

 
$
211,427


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9.
Changes in Noncovered Other Real Estate Owned
The following table sets forth activity in noncovered OREO for the period:
 
 
Three Months Ended
 
Nine Months Ended
(in thousands)
 
September 30, 2011
 
September 30, 2011
Noncovered OREO:
 
 
 
 
Balance, beginning of period
 
$
22,739

 
$
30,991

Transfers in, net of write-downs ($0 and $108, respectively)
 
5,287

 
8,434

OREO improvements
 
257

 
726

Additional OREO write-downs
 
(644
)
 
(5,090
)
Proceeds from sale of OREO property
 
(2,359
)
 
(10,234
)
Gain (loss) on sale of OREO
 
(224
)
 
229

Total noncovered OREO, end of period
 
$
25,056

 
$
25,056


10.
Goodwill and Intangible Assets
In accordance with the Intangibles – Goodwill and Other topic of the FASB ASC, goodwill is not amortized but is reviewed for potential impairment at the reporting unit level. Management analyzes its goodwill for impairment during the third quarter on an annual basis and between annual tests in certain circumstances such as material adverse changes in legal, business, regulatory and economic factors. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. During the current quarter, the Company analyzed its goodwill for potential impairment utilizing the guidance in ASU 2011-08, Testing Goodwill for Impairment. The Company determined through an assessment of qualitative factors that it was not more likely than not that the fair value of the Company's single reporting unit was less than its carrying amount, and therefore determined it was unnecessary to perform the two-step impairment test.
The core deposit intangible (“CDI”) is evaluated for impairment if events and circumstances indicate a possible impairment. The CDI is amortized on an accelerated basis over an estimated life of approximately 10 years.
The following table sets forth activity for goodwill and intangible assets for the period:
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
(in thousands)
 
2011
 
2010
 
2011
 
2010
Total goodwill, beginning of period
 
$
118,434

 
$
109,639

 
$
109,639

 
$
95,519

Established through acquisitions
 

 

 
8,795

 
14,120

Total goodwill, end of period
 
118,434

 
109,639

 
118,434

 
109,639

Gross core deposit intangible balance, beginning of period
 
28,497

 
26,651

 
26,651

 
8,896

Accumulated amortization, beginning of period
 
(9,894
)
 
(5,874
)
 
(7,955
)
 
(4,032
)
Core deposit intangible, net, beginning of period
 
18,603

 
20,777

 
18,696

 
4,864

Established through acquisitions
 
3,943

 

 
5,789

 
17,755

CDI current period amortization
 
(1,177
)
 
(1,044
)
 
(3,116
)
 
(2,886
)
Total core deposit intangible, end of period
 
21,369

 
19,733

 
21,369

 
19,733

Total goodwill and intangible assets, end of period
 
$
139,803

 
$
129,372

 
$
139,803

 
$
129,372



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The following table provides the estimated future amortization expense of core deposit intangibles for the remaining three months ending December 31, 2011 and the succeeding four years:
 
(in thousands)
 
Amount
Year ending December 31,
 
 
2011
 
$
1,203

2012
 
4,445

2013
 
3,964

2014
 
3,397

2015
 
2,645


11.
Shareholders’ Equity
Common Stock. On February 3, 2011, the Company declared a quarterly cash dividend of $0.03 per share, payable on March 3, 2011 to shareholders of record as of the close of business on February 17, 2011. On April 27, 2011 the Company declared a quarterly cash dividend of $0.05 per share, payable on May 25, 2011 to shareholders of record at the close of business May 11, 2011. On July 28, 2011 the Company declared a quarterly cash dividend of $0.06 per share, payable on August 24, 2011 to shareholders of record at the close of business August 10, 2011. The payment of cash dividends is subject to Federal regulatory requirements for capital levels and other restrictions. In addition, the cash dividends paid by Columbia Bank to the Company are subject to both Federal and State regulatory requirements. Subsequent to quarter end, on October 27, 2011 the Company declared a quarterly cash dividend of $0.08 per share and a special, one time cash dividend of $0.05 per share, both payable on November 23, 2011 to shareholders of record at the close of business November 9, 2011.

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12.
Comprehensive Income
The components of comprehensive income are as follows:
 
 
 
Three Months Ended
 
 
September 30,
(in thousands)
 
2011
 
2010
Net income as reported
 
$
18,872

 
$
5,204

Unrealized gain from securities:
 
 
 
 
Net unrealized holding gain from available for sale securities arising during the period, net of tax of ($2,808) and ($2,611)
 
4,988

 
4,739

Reclassification adjustment of net gain from sale of available for sale securities included in income, net of tax of $0 and $0
 

 

Net unrealized gain from securities, net of reclassification adjustment
 
4,988

 
4,739

Cash flow hedging instruments:
 
 
 
 
Reclassification adjustment of net gain included in income, net of tax of $0 and $119
 

 
(216
)
Net change in cash flow hedging instruments
 

 
(216
)
Pension plan liability adjustment:
 
 
 
 
Net unrealized gain from unfunded defined benefit plan liability arising during the period, net of tax of $0 and $0
 

 

Less: amortization of unrecognized net actuarial loss included in net periodic pension cost, net of tax of ($8) and ($4)
 
14

 
7

Pension plan liability adjustment, net
 
14

 
7

Total comprehensive income
 
$
23,874

 
$
9,734

 
 
 
 
 
 
 
Nine Months Ended
 
 
September 30,
(in thousands)
 
2011
 
2010
Net income as reported
 
$
33,283

 
$
18,176

Unrealized gain from securities:
 
 
 
 
Net unrealized holding gain from available for sale securities arising during the period, net of tax of ($7,733) and ($6,553)
 
13,768

 
11,897

Reclassification adjustment of net gain from sale of available for sale securities included in income, net of tax of $0 and $20
 

 
(38
)
Net unrealized gain from securities, net of reclassification adjustment
 
13,768

 
11,859

Cash flow hedging instruments:
 
 
 
 
Reclassification adjustment of net gain included in income, net of tax of $79 and $520
 
(143
)
 
(943
)
Net change in cash flow hedging instruments
 
(143
)
 
(943
)
Pension plan liability adjustment:
 
 
 
 
Net unrealized gain (loss) from unfunded defined benefit plan liability arising during the period, net of tax of $154 and ($12)
 
(260
)
 
23

Less: amortization of unrecognized net actuarial loss included in net periodic pension cost, net of tax of ($23) and ($11)
 
41

 
21

Pension plan liability adjustment, net
 
(219
)
 
44

Total comprehensive income
 
$
46,689

 
$
29,136


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13.
Fair Value Accounting and Measurement
The Fair Value Measurements and Disclosures topic of the FASB ASC defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value. We hold fixed and variable rate interest-bearing securities, investments in marketable equity securities and certain other financial instruments, which are carried at fair value. Fair value is determined based upon quoted prices when available or through the use of alternative approaches, such as matrix or model pricing, when market quotes are not readily accessible or available.
The valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our own market assumptions. These two types of inputs create the following fair value hierarchy:
Level 1 – Quoted prices for identical instruments in active markets that are accessible at the measurement date.
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.
Fair values are determined as follows:
Securities at fair value are priced using matrix pricing based on the securities’ relationship to other benchmark quoted prices, and under the provisions of the Fair Value Measurements and Disclosures topic of the FASB ASC are considered a Level 2 input method.
Interest rate contract positions are valued in models, which use as their basis, readily observable market parameters and are classified within level 2 of the valuation hierarchy.
The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2011 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:
 
 
 
Fair value at
September 30, 2011
 
Fair Value Measurements at Reporting Date Using
(in thousands)
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
 
Securities available for sale
 
 
 
 
 
 
 
 
U.S. government and U.S. agency securities
 
$
71,380

 
$

 
$
71,380

 
$

U.S. government agency and sponsored enterprise mortgage-back securities and collateralized mortgage obligations
 
644,726

 

 
644,726

 

State and municipal debt securities
 
276,417

 

 
276,417

 

Other securities
 
3,331

 

 
3,331

 

Total securities available for sale
 
$
995,854

 
$

 
$
995,854

 
$

Other assets (Interest rate contracts)
 
$
16,463

 
$

 
$
16,463

 
$

Liabilities
 
 
 
 
 
 
 
 
Other liabilities (Interest rate contracts)
 
$
16,463

 
$

 
$
16,463

 
$


Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans measured for impairment and OREO. The following methods were used to estimate the fair value of each such class of financial instrument:
Impaired loans—A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due (both interest and principal) according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, a loan’s observable market price, or the fair market value of the collateral if the loan is collateral-dependent loan. Generally, the Company utilizes the fair market value of the collateral to measure impairment.

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Other real estate owned—OREO is real property that the Bank has taken ownership of in partial or full satisfaction of a loan or loans. OREO is recorded at the lower of the carrying amount of the loan or fair value less estimated costs to sell. This amount becomes the property’s new basis. Any write-downs based on the property fair value less estimated cost to sell at the date of acquisition are charged to the allowance for loan and lease losses. Management periodically reviews OREO in an effort to ensure the property is carried at the lower of its new basis or fair value, net of estimated costs to sell. Any write-downs subsequent to acquisition are charged to earnings.
The following table presents information about the Company’s assets measured at fair value on a nonrecurring basis for which a nonrecurring change in fair value has been recorded during the reporting period. The amounts disclosed below represent the fair values at the time the nonrecurring fair value measurements were made and not necessarily the fair value at the reporting date.
 
 
Fair value  at
September 30, 2011
 
Fair Value Measurements at Reporting Date Using
 
Losses During the Three Months Ended
September 30, 2011
 
Losses During the Nine Months Ended
September 30, 2011
(in thousands)
 
Level 1
 
Level 2
 
Level 3
 
Impaired loans
 
$
3,717

 
$

 
$

 
$
3,717

 
$
735

 
$
4,707

Non-covered OREO
 
2,876

 

 

 
2,876

 
573

 
3,120

 
 
$
6,593

 
$

 
$

 
$
6,593

 
$
1,308

 
$
7,827


The losses on impaired loans disclosed above represent the amount of the specific reserve and/or charge-offs during the period applicable to loans held at period end. The amount of the specific reserve is included in the allowance for loan and lease losses. The losses on non-covered OREO disclosed above represent the writedowns taken at foreclosure that were charged to the allowance for loan and lease losses, as well as subsequent writedowns from updated appraisals that were charged to earnings.

14.
Fair Value of Financial Instruments
Because broadly traded markets do not exist for most of the Company’s financial instruments, the fair value calculations attempt to incorporate the effect of current market conditions at a specific time. These determinations are subjective in nature, involve uncertainties and matters of significant judgment and do not include tax ramifications; therefore, the results cannot be determined with precision, substantiated by comparison to independent markets and may not be realized in an actual sale or immediate settlement of the instruments. There may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results. For all of these reasons, the aggregation of the fair value calculations presented herein do not represent, and should not be construed to represent, the underlying value of the Company.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Cash and due from banks and interest-earning deposits with banks—The fair value of financial instruments that are short-term or reprice frequently and that have little or no risk are considered to have a fair value that approximates carrying value.
Securities available for sale—Securities at fair value are priced using matrix pricing based on the securities’ relationship to other benchmark quoted prices.
Federal Home Loan Bank stock—The fair value is based upon the par value of the stock which equates to its carrying value.
Loans—Loans are not recorded at fair value on a recurring basis. Nonrecurring fair value adjustments are periodically recorded on impaired loans that are measured for impairment based on the fair value of collateral. For most performing loans, fair value is estimated using expected duration and lending rates that would have been offered on September 30, 2011 for loans which mirror the attributes of the loans with similar rate structures and average maturities. Commercial loans and construction loans, which are variable rate and short-term are reflected with fair values equal to carrying value. The fair values resulting from these calculations are reduced by an amount representing the change in estimated fair value attributable to changes in borrowers’ credit quality since the loans were originated. For nonperforming loans, fair value is estimated by applying a valuation discount based upon loan sales data from the FDIC.

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FDIC loss-sharing asset —The FDIC loss-sharing asset is considered to have a fair value that approximates carrying value.
Interest rate contracts—Interest rate swap positions are valued in models, which use as their basis, readily observable market parameters.
Deposits—For deposits with no contractual maturity, the fair value is equal to the carrying value. The fair value of fixed maturity deposits is based on discounted cash flows using the difference between the deposit rate and current market rates for deposits of similar remaining maturities.
FHLB and FRB borrowings—The fair value of Federal Home Loan Bank of Seattle (the “FHLB”) advances and Federal Reserve Bank of San Francisco (the “FRB”) borrowings are estimated based on discounting the future cash flows using the market rate currently offered.

Repurchase Agreements—The fair value of securities sold under agreement to repurchase are estimated based on discounting the future cash flows using the market rate currently offered.
Long-term subordinated debt—The fair value of long-term subordinated debt are estimated based on discounting the future cash flows using an estimated market rate.
Other Financial Instruments—The majority of our commitments to extend credit and standby letters of credit carry current market interest rates if converted to loans, as such, carrying value is assumed to equal fair value.
The following table summarizes carrying amounts and estimated fair values of selected financial instruments as well as assumptions used by the Company in estimating fair value:
 
 
 
September 30,
2011
 
December 31,
2010
(in thousands)
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Assets
 
 
 
 
 
 
 
 
Cash and due from banks
 
$
97,432

 
$
97,432

 
$
55,492

 
$
55,492

Interest-earning deposits with banks
 
250,030

 
250,030

 
458,638

 
458,638

Securities available for sale
 
995,854

 
995,854

 
763,866

 
763,866

FHLB stock
 
22,215

 
22,215

 
17,908

 
17,908

Loans held for sale
 
2,568

 
2,568

 
754

 
754

Loans
 
2,778,282

 
3,039,531

 
2,371,822

 
2,525,113

FDIC loss-sharing asset
 
193,869

 
193,869

 
205,991

 
205,991

Interest rate contracts
 
16,463

 
16,463

 
10,167

 
10,167

Liabilities
 
 
 
 
 
 
 
 
Deposits
 
$
3,795,499

 
$
3,797,901

 
$
3,327,269

 
$
3,330,616

FHLB Advances
 
122,642

 
124,358

 
119,405

 
122,722

Repurchase agreements
 
25,000

 
27,022

 
25,000

 
27,251

Other borrowings
 

 

 
642

 
642

Long-term subordinated debt
 

 

 
25,735

 
20,156

Interest rate contracts
 
16,463

 
16,463

 
10,167

 
10,167


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15.
Derivatives and Hedging Activities
The Company periodically enters into certain commercial loan interest rate swap agreements in order to provide commercial loan customers the ability to convert from variable to fixed interest rates. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to a swap agreement. This swap agreement effectively converts the customer’s variable rate loan into a fixed rate. The Company then enters into a corresponding swap agreement with a third party in order to offset its exposure on the variable and fixed components of the customer agreement. As the interest rate swap agreements with the customers and third parties are not designated as hedges under the Derivatives and Hedging topic of the FASB ASC, the instruments are marked to market in earnings.
The following table presents the fair value of derivative instruments at September 30, 2011 and 2010:
 
 
Asset Derivatives
 
Liability Derivatives
As of September 30,
2011
 
2010
 
2011
 
2010
(in thousands)
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
Other assets
 
$
16,463

 
Other assets
 
$
13,623

 
Other liabilities
 
$
16,463

 
Other liabilities
 
$
13,623



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Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion should be read in conjunction with the unaudited consolidated condensed financial statements of Columbia Banking System, Inc. (referred to in this report as “we”, “our”, and “the Company”) and notes thereto presented elsewhere in this report and with the December 31, 2010 audited consolidated financial statements and its accompanying notes included in our Annual Report on Form 10-K. 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. In addition to the factors set forth in the sections “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report, the following factors, among others, could cause actual results to differ materially from the anticipated results:
local and national economic conditions could be less favorable than expected or could have a more direct and pronounced effect on us than expected and adversely affect our ability to continue internal growth at historical rates and maintain the quality of our earning assets;
the local housing/real estate market could decline further;
the risks presented by a continued challenging economy, which could adversely affect credit quality, collateral values, including real estate collateral, investment values, liquidity and loan originations and loan portfolio delinquency rates;
the effects of the U.S. government’s management of the federal budget and debt crises;
the efficiencies and enhanced financial and operating performance we expect to realize from investments in personnel, acquisitions and infrastructure could not be realized;
interest rate changes could significantly reduce net interest income and negatively affect funding sources;
projected business increases following strategic expansion or opening of new branches could be lower than expected;
the scope and cost of FDIC insurance and other coverages could increase;
changes in accounting principles, policies, and guidelines applicable to bank holding companies and banking could increase costs or adversely affect our financial results;
competition among financial institutions could increase significantly;
the goodwill we have recorded in connection with acquisitions could become impaired, which may have an adverse impact on our earnings and capital;
we may not be able to effectively manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk and regulatory and compliance risk; and
our profitability measures could be adversely affected if we are unable to effectively deploy the capital we raised in 2010.
Please take into account that forward-looking statements speak only as of the date of this report. We do not undertake any obligation to publicly correct or update any forward-looking statement whether as a result of new information, future events or otherwise.

CRITICAL ACCOUNTING POLICIES
Management has identified the accounting policies related to the allowance for loan and lease losses, business combinations, acquired impaired loans, FDIC loss sharing asset and the valuation and recoverability of goodwill as critical to an understanding of our financial statements. These policies and related estimates are discussed in “Item 7. Management Discussion and Analysis of Financial Condition and Results of Operation” under the headings “Allowance for Loan and Lease Losses”, “Business Combinations”, “Acquired Impaired Loans”, FDIC Loss Sharing Asset” and “Valuation and Recoverability of Goodwill” in our 2010 Annual Report on Form 10-K. There have not been any material changes in our critical accounting policies as compared to those disclosed in our 2010 Annual Report on Form 10-K.

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RESULTS OF OPERATIONS
Our results of operations are dependent to a large degree on our net interest income. We also generate noninterest income through service charges and fees, merchant services fees, and bank owned life insurance. Our operating expenses consist primarily of compensation and employee benefits, occupancy, merchant card processing, data processing and legal and professional fees. Like most financial institutions, our 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.
Earnings Summary
The Company reported net income applicable to common shareholders for the third quarter of $18.9 million or $0.48 per diluted common share, compared to $2.5 million or $0.06 per diluted common share for the third quarter of 2010. The increase in net income from the prior year period was attributable to an increase in net interest income, as well as a significant reduction in the provision for loan losses, partially offset by a decline in noninterest income and an increase in noninterest expense. Return on average assets and return on average common equity were 1.60% and 10.18%, respectively, for the third quarter of 2011, compared with returns of 0.47% and 1.39%, respectively for the same period of 2010.
The Company reported net income for the first nine months of $33.3 million applicable to common shareholders or $0.84 per diluted common share, compared to $13.2 million or $0.38 per diluted common share for the first nine months of 2010. The increase in net income from the prior year period was attributable to an increase in net interest income, as well as a reduction in the provision for loan losses, partially offset by a decline in noninterest income and an increase in noninterest expense. Return on average assets and return on average common equity were 1.01% and 6.17%, respectively, for the first nine months of 2011, compared with returns of 0.58% and 2.97%, respectively for the same period of 2010.
The Company's net income was significantly impacted by the accounting for loans acquired in FDIC-assisted transactions. We account for loans under three general models which impact the way income and credit losses are recorded in our financial statements: Originated Loans, Discounted Loans, and Pooled Loans. Originated and discounted loans are included in the “Loans, excluding covered loans” caption of the consolidated condensed balance sheets and pooled loans are included in the “Covered Loans” caption of the consolidated condensed balance sheets. Please refer to Note 1 to the unaudited consolidated condensed financial statements located elsewhere in this report as well as the Company's 2010 Form 10-K for additional information related to these three general models.
The following table illustrates the significant financial statement impact associated with Columbia's acquired loan portfolios for the indicated periods:
 
 
Three months ended
 
Nine months ended
(dollars in thousands)
 
September 30, 2011
 
September 30, 2011
Accretion income on pooled loans in excess of stated loan rates
 
$
14,604

 
$
35,858

Accretion income on discounted loans
 
5,096

 
5,096

Change in FDIC loss sharing asset
 
(10,855
)
 
(32,048
)
Clawback liability
 
(1,146
)
 
(3,294
)
Pre-tax earnings impact of acquisition accounting
 
$
7,699

 
$
5,612

The incremental accretion income represents the amount of income recorded on the acquired loans above the contractual rate stated in the individual loan notes. The additional income stems from the discount established at the time these loan portfolios were acquired, and increases net interest income and the net interest margin.
Revenue (net interest income plus noninterest income) for the three months ended September 30, 2011 was $67.0 million, 28% more than the same period in 2010. Revenue (net interest income plus noninterest income) for the nine months ended September 30, 2011 was $164.9 million, 1% more than the same period in 2010. The increase was primarily a result of the FDIC-assisted transactions. Included in revenue for the nine months ended September 30, 2011 is a net gain on bank acquisitions of $1.8 million, revenue for the same period in 2010 included a net gain on bank acquisitions of $9.8 million. For a more complete discussion of this topic, please refer to the noninterest income section contained in the ensuing pages.

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Total noninterest expense for the quarter ended September 30, 2011 was $39.9 million, a 19% increase from the third quarter of 2010. The increase was primarily due to the additional operating expenses related to the FDIC-assisted acquisition during the third quarter of 2011, as well as an increase to the clawback liability for the FDIC loss-sharing agreements.
Total noninterest expense for the nine months ended September 30, 2011 was $114.4 million, a 12% increase from the same period in 2010. The increase was primarily due to the additional operating expenses related to the three FDIC-assisted acquisitions during 2011, as well as establishing a clawback liability for the FDIC loss-sharing agreements.

The Company acquired a portion of the banking operations of Colfax, Washington-based Bank of Whitman pursuant to a purchase and assumption agreement with the FDIC on August 5, 2011. The Company acquired tangible assets with a fair value of $433.6 million, including $200.0 million of loans (net of acquisition accounting adjustments) and assumed $401.1 million in deposits. The operating results of the Company include the operating results produced by the acquired assets and assumed liabilities for the period August 6, 2011 to September 30, 2011.

The Company acquired the banking operations of Burlington, Washington-based Summit Bank pursuant to a purchase and assumption agreement with the FDIC on May 20, 2011. The Company acquired tangible assets with a fair value of $127.7 million, including $71.5 million of loans (net of acquisition accounting adjustments) and assumed $123.3 million in deposits. The operating results of the Company include the operating results produced by the acquired assets and assumed liabilities for the period May 21, 2011 to September 30, 2011.

The Company acquired the banking operations of Snohomish, Washington-based First Heritage Bank pursuant to a purchase and assumption agreement with the FDIC on May 27, 2011. The Company acquired tangible assets with a fair value of $157.8 million, including $81.9 million of loans (net of acquisition accounting adjustments) and assumed $159.5 million in deposits. The operating results of the Company include the operating results produced by the acquired assets and assumed liabilities for the period May 28, 2011 to September 30, 2011.

The provision for loan and lease losses for the third quarter of 2011 was $500 thousand for the noncovered loan portfolio and $433 thousand for the covered loan portfolio compared with $9.0 million for the noncovered loan portfolio and $453 thousand for the covered loan portfolio during the third quarter of 2010. Net charge-offs for the current quarter were $4.1 million compared to $6.4 million for the third quarter of 2010. The provision for loan and lease losses for the first nine months of 2011 was $2.7 million for the noncovered loan portfolio and $2.3 million for the covered loan portfolio compared with $37.5 million for the noncovered loan portfolio and $453 thousand for the covered loan portfolio during the first nine months of 2010. Net charge-offs for the first nine months were $13.2 million compared to $28.6 million for the same period in 2010. As discussed in more detail elsewhere in this report, the provision decision is made quarterly, based on a detailed process to determine the adequacy and appropriateness of the Company's allowance for loan losses. Accordingly, the level of provisioning in the third quarter of 2011 does not necessarily signal a trend. As a result of recording a noncovered loan provision of $500 thousand, the Company's total allowance for loan and lease losses was 2.23% of net noncovered loans at September 30, 2011 compared to 3.18% at year-end 2010 and 3.22% at the end of the third quarter 2010. The reduction in the allowance for loan and lease losses to noncovered loans is due primarily to loan growth experienced throughout the third quarter of 2011. The loan growth was driven by the Bank of Whitman acquisition which, as previously mentioned, added approximately $200.0 million of loans (net of acquisition accounting adjustments).

Net Interest Income
Net interest income for the third quarter of 2011 was $64.8 million, an increase of 38% from $47.0 million for the same quarter in 2010. The Company's net interest margin increased to 6.53% in the third quarter of 2011, from 5.24% for the same quarter last year. The increases in net interest income and margin were primarily due to the impact of income accretion on the acquired loan portfolios. The incremental accretion income represents the amount of income recorded on the acquired loans above the contractual rate stated in the individual loan notes. The additional income stems from the discount established at the time these loan portfolios were acquired, and increases net interest income and the net interest margin. The incremental accretion income had a positive impact of approximately 194 bps on the third quarter's net interest margin. For the same period last year, the incremental accretion income had a positive impact of approximately 77 bps on the net interest margin.

Loans acquired from the Bank of Whitman acquisition had a significant impact to net interest income during the current quarter. Those loans were recorded at fair value at the time of acquisition.  The estimate of fair value included a

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discount related to credit risk and a premium or discount related to interest rates that is recorded for each loan separately.   Interest income is recognized through the accrual of interest at the loans' stated rates, plus accretion or amortization of the discount or premium recorded at acquisition.  The average discount upon acquisition was approximately 12% and will be recognized over the remaining term of these loans.  During the current quarter and year-to-date period, accretion of the net discount recorded at acquisition was $5.1 million. Of this amount, $974 thousand was related to matured loans and $850 thousand was accelerated recognition due to loan prepayments.

The following table sets forth the average balances of all major categories of interest-earning assets and interest-bearing liabilities, the total dollar amounts of interest income on interest-earning assets and interest expense on interest-bearing liabilities, the average yield earned on interest-earning assets and average rate paid on interest-bearing liabilities by category and in total net interest income and net interest margin.
 
 
Three Months Ended September 30,
 
Three Months Ended September 30,
 
 
2011
 
2010
(in thousands)
 
Average
Balances (1)
 
Interest
Earned / Paid
 
Average
Rate
 
Average
Balances (1)
 
Interest
Earned / Paid (3)
 
Average
Rate
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
Loans, net (1) (2)
 
$
2,777,681

 
$
59,794

 
8.54
%
 
$
2,500,302

 
$
44,989

 
7.14
%
Taxable securities
 
744,878

 
6,037

 
3.22
%
 
486,201

 
4,660

 
3.80
%
Tax exempt securities (2)
 
253,897

 
3,879

 
6.06
%
 
229,000

 
3,491

 
6.05
%
Interest-earning deposits with banks and federal funds sold
 
251,573

 
240

 
0.38
%
 
439,429

 
281

 
0.25
%
Total interest-earning assets
 
4,028,029

 
$
69,950

 
6.89
%
 
3,654,932

 
$
53,421

 
5.80
%
Other earning assets
 
53,695

 
 
 
 
 
51,684

 
 
 
 
Noninterest-earning assets
 
599,177

 
 
 
 
 
654,297

 
 
 
 
Total assets
 
$
4,680,901

 
 
 
 
 
$
4,360,913

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Certificates of deposit
 
$
684,084

 
$
1,243

 
0.72
%
 
$
729,053

 
$
1,958

 
1.07
%
Savings accounts
 
265,348

 
39

 
0.06
%
 
202,669

 
70

 
0.14
%
Interest-bearing demand
 
709,911

 
329

 
0.18
%
 
641,070

 
489

 
0.30
%
Money market accounts
 
992,321

 
1,031

 
0.41
%
 
894,971

 
1,490

 
0.66
%
Total interest-bearing deposits
 
2,651,664

 
2,642

 
0.40
%
 
2,467,763

 
4,007

 
0.64
%
Federal Home Loan Bank and Federal Reserve Bank borrowings
 
128,911

 
807

 
2.48
%
 
122,250

 
716

 
2.32
%
Long-term obligations
 
7,821

 
75

 
3.80
%
 
25,708

 
266

 
4.11
%
Other borrowings
 
25,000

 
120

 
1.90
%
 
25,000

 
121

 
1.92
%
Total interest-bearing liabilities
 
2,813,396

 
$
3,644

 
0.51
%
 
2,640,721

 
$
5,110

 
0.77
%
Noninterest-bearing deposits
 
1,027,268

 
 
 
 
 
829,820

 
 
 
 
Other noninterest-bearing liabilities
 
105,045

 
 
 
 
 
151,217

 
 
 
 
Shareholders’ equity
 
735,192

 
 
 
 
 
739,155

 
 
 
 
Total liabilities & shareholders’ equity
 
$
4,680,901

 
 
 
 
 
$
4,360,913

 
 
 
 
Net interest income (2)
 
 
 
$
66,306

 
 
 
 
 
$
48,311

 
 
Net interest margin
 
 
 
 
 
6.53
%
 
 
 
 
 
5.24
%
 
(1)
Nonaccrual loans have been included in the tables as loans carrying a zero yield. Amortized net deferred loan fees were included in the interest income calculations. The amortization of net deferred loan fees was $258 thousand and $401 thousand for the three months ended September 30, 2011 and 2010, respectively.
(2)
Tax-exempt income is calculated on a tax equivalent basis, based on a marginal tax rate of 35%.
(3)
Reclassified to conform to the current period’s presentation.

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Table of Contents

Net interest income for the first nine months of 2011 was $164.6 million, an increase of 31% from $126.0 million for the same period in 2010. The Company's net interest margin increased to 5.96% in the first nine months of 2011, from 4.90% for the same period last year. The increases in net interest income and margin were primarily due to the impact of income accretion on the acquired loan portfolios.
The following table sets forth the average balances of all major categories of interest-earning assets and interest-bearing liabilities, the total dollar amounts of interest income on interest-earning assets and interest expense on interest-bearing liabilities, the average yield earned on interest-earning assets and average rate paid on interest-bearing liabilities by category and in total net interest income and net interest margin.
 
 
 
Nine Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2011
 
2010
(in thousands)
 
Average
Balances (1)
 
Interest
Earned / Paid
 
Average
Rate
 
Average
Balances (1)
 
Interest
Earned / Paid (3)
 
Average
Rate
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
Loans, net (1) (2)
 
$
2,536,492

 
$
151,866

 
8.00
%
 
$
2,497,396

 
$
121,088

 
6.48
%
Taxable securities
 
671,146

 
16,701

 
3.33
%
 
491,976

 
14,113

 
3.84
%
Tax exempt securities (2)
 
248,027

 
11,610

 
6.26
%
 
226,047

 
10,842

 
6.41
%
Interest-earning deposits with banks and federal funds sold
 
339,200

 
722

 
0.28
%
 
334,871

 
640

 
0.26
%
Total interest-earning assets
 
3,794,865

 
$
180,899

 
6.37
%
 
3,550,290

 
$
146,683

 
5.52
%
Other earning assets
 
53,209

 
 
 
 
 
51,178

 
 
 
 
Noninterest-earning assets
 
577,963

 
 
 
 
 
611,398

 
 
 
 
Total assets
 
$
4,426,037

 
 
 
 
 
$
4,212,866

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Certificates of deposit
 
$
636,907

 
$
4,031

 
0.85
%
 
$
799,011

 
$
7,042

 
1.18
%
Savings accounts
 
235,203

 
127

 
0.07
%
 
195,916

 
237

 
0.16
%
Interest-bearing demand
 
699,106

 
1,145

 
0.22
%
 
631,401

 
1,730

 
0.37
%
Money market accounts
 
949,920

 
3,266

 
0.46
%
 
824,297

 
4,273

 
0.69
%
Total interest-bearing deposits
 
2,521,136

 
8,569

 
0.45
%
 
2,450,625

 
13,282

 
0.72
%
Federal Home Loan Bank and Federal Reserve Bank borrowings
 
120,698

 
2,215

 
2.45
%
 
124,234

 
2,131

 
2.29
%
Long-term obligations
 
19,657

 
579

 
3.94
%
 
25,692

 
769

 
4.00
%
Other borrowings
 
25,000

 
377

 
2.02
%
 
25,000

 
357

 
1.91
%
Total interest-bearing liabilities
 
2,686,491

 
$
11,740

 
0.58
%
 
2,625,551

 
$
16,539

 
0.84
%
Noninterest-bearing deposits
 
936,091

 
 
 
 
 
795,698

 
 
 
 
Other noninterest-bearing liabilities
 
81,817

 
 
 
 
 
136,240

 
 
 
 
Shareholders’ equity
 
721,638

 
 
 
 
 
655,377

 
 
 
 
Total liabilities & shareholders’ equity
 
$
4,426,037

 
 
 
 
 
$
4,212,866

 
 
 
 
Net interest income (2)
 
 
 
$
169,159

 
 
 
 
 
$
130,144

 
 
Net interest margin
 
 
 
 
 
5.96
%
 
 
 
 
 
4.90
%
 
(1)
Nonaccrual loans have been included in the tables as loans carrying a zero yield. Amortized net deferred loan fees were included in the interest income calculations. The amortization of net deferred loan fees was $784 thousand and $1.7 million for the nine months ended September 30, 2011 and 2010, respectively.
(2)
Tax-exempt income is calculated on a tax equivalent basis, based on a marginal tax rate of 35%.
(3)
Reclassified to conform to the current period’s presentation.

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Table of Contents

The following tables set forth the total dollar amount of change in interest income and interest expense. The changes have been segregated for each major category of interest-earning assets and interest-bearing liabilities into amounts attributable to changes in volume, changes in rates and changes in rates multiplied by volume. Changes attributable to the combined effect of volume and interest rates have been allocated proportionately to the changes due to volume and the changes due to interest rates:
 
(in thousands)
 
Three Months Ended September 30,
2011 Compared to 2010
Increase (Decrease) Due to
 
 
Volume
 
Rate
 
Total
Interest earning assets
 
 
 
 
 
 
Loans (1)(2)
 
$
5,345

 
$
9,460

 
$
14,805

Taxable securities
 
2,183

 
(806
)
 
1,377

Tax exempt securities (2)
 
380

 
8

 
388

Interest earning deposits with banks and federal funds sold
 
(148
)
 
107

 
(41
)
Interest income (2)
 
$
7,760

 
$
8,769

 
$
16,529

Interest bearing liabilities
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
Certificates of deposit
 
$
(115
)
 
$
(600
)
 
$
(715
)
Savings accounts
 
17

 
(48
)
 
(31
)
Interest-bearing demand
 
48

 
(208
)
 
(160
)
Money market accounts
 
148

 
(607
)
 
(459
)
Total interest on deposits
 
98

 
(1,463
)
 
(1,365
)
FHLB and Federal Reserve Bank borrowings
 
41

 
50

 
91

Long-term obligations
 
1

 
(192
)
 
(191
)
Other borrowings
 

 
(1
)
 
(1
)
Interest expense
 
$
140

 
$
(1,606
)
 
$
(1,466
)
 
(1)
Nonaccrual loans have been included in the tables as loans carrying a zero yield. Amortized net deferred loan fees were included in the interest income calculations. The amortization of net deferred loan fees was $258 thousand and $401 thousand for the three months ended September 30, 2011 and 2010, respectively.
(2)
Tax-exempt income is calculated on a tax equivalent basis, based on a marginal tax rate of 35%.

37

Table of Contents

(in thousands)
 
Nine Months Ended September 30,
2011 Compared to 2010
Increase (Decrease) Due to
 
 
Volume
 
Rate
 
Total
Interest earning assets
 
 
 
 
 
 
Loans (1)
 
$
1,924

 
$
28,854

 
$
30,778

Taxable securities
 
4,640

 
(2,052
)
 
2,588

Tax exempt securities (2)
 
1,034

 
(266
)
 
768

Interest earning deposits with banks and federal funds sold
 
8

 
74

 
82

Interest income (2)
 
$
7,606

 
$
26,610

 
$
34,216

Interest bearing liabilities
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
Certificates of deposit
 
$
(1,260
)
 
$
(1,751
)
 
$
(3,011
)
Savings accounts
 
41

 
(151
)
 
(110
)
Interest-bearing demand
 
170

 
(755
)
 
(585
)
Money market accounts
 
583

 
(1,590
)
 
(1,007
)
Total interest on deposits
 
(466
)
 
(4,247
)
 
(4,713
)
FHLB and Federal Reserve Bank borrowings
 
(63
)
 
147

 
84

Other borrowings and interest bearing liabilities
 
(176
)
 
(14
)
 
(190
)
Long-term subordinated debt
 

 
20

 
20

Interest expense
 
$
(705
)
 
$
(4,094
)
 
$
(4,799
)
 
(1)
Nonaccrual loans have been included in the tables as loans carrying a zero yield. Amortized net deferred loan fees were included in the interest income calculations. The amortization of net deferred loan fees was $784 thousand and $1.7 million for the nine months ended September 30, 2011 and 2010, respectively.
(2)
Tax-exempt income is calculated on a tax equivalent basis, based on a marginal tax rate of 35%.
Provision for Loan and Lease Losses
The provision for loan and lease losses for the third quarter of 2011 was $500 thousand for the noncovered loan portfolio and $433 thousand for the covered loan portfolio compared with $9.0 million for the noncovered loan portfolio and $453 thousand for the covered loan portfolio during the third quarter of 2010. Net noncovered loan charge-offs for the current quarter were $4.1 million compared to $6.4 million for the third quarter of 2010. The provision for loan and lease losses for the first nine months of 2011 was $2.7 million for the noncovered loan portfolio and $2.3 million for the covered loan portfolio compared with $37.5 million for the noncovered loan portfolio and $453 thousand for the covered loan portfolio during the first nine months of 2010. Net noncovered loan charge-offs for the first nine months were $13.2 million compared to $28.6 million for the same period in 2010. The amount of provision was calculated in accordance with the Company’s methodology for determining the ALLL, discussed in Note 7 to the Company’s consolidated condensed financial statements presented elsewhere in this report and was based upon improving credit metrics in the noncovered loan portfolio.



38

Table of Contents

Noninterest Income
The following table presents the significant components of noninterest income and the related dollar and percentage change from period to period:
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2011
 
$ Change
 
% Change
 
2010
 
2011
 
$ Change
 
% Change
 
2010
 
 
(dollars in thousands)
Service charges and other fees
 
$
6,991

 
$
473

 
7
 %
 
$
6,518

 
$
19,746

 
$
1,362

 
7
 %
 
$
18,384

Merchant services fees
 
1,952

 
(101
)
 
(5
)%
 
2,053

 
5,393

 
(312
)
 
(5
)%
 
5,705

Gain on sale of investment securities, net
 

 

 
NM
 

 

 
(58
)
 
NM
 
58

Bank owned life insurance
 
523

 
2

 
 %
 
521

 
1,556

 
15

 
1
 %
 
1,541

Other
 
1,755

 
1,128

 
180
 %
 
627

 
3,842

 
1,318

 
52
 %
 
2,524


 
11,221

 
1,502

 
15
 %
 
9,719

 
30,537

 
2,325

 
8
 %
 
28,212

Gain on bank acquisitions
 
1,830

 
1,830

 
NM
 

 
1,830

 
(7,988
)
 
(81
)%
 
9,818

Change in FDIC loss sharing asset
 
(10,855
)
 
(6,319
)
 
139
 %
 
(4,536
)
 
(32,048
)
 
(30,911
)
 
2,719
 %
 
(1,137
)
Total noninterest income
 
$
2,196

 
$
(2,987
)
 
(58
)%
 
$
5,183

 
$
319

 
$
(36,574
)
 
(99
)%
 
$
36,893

NM - Not Meaningful

Noninterest income was $2.2 million for the third quarter of 2011, compared to $5.2 million for the prior-year period. The decrease was primarily due to the $10.9 million change in the FDIC loss sharing asset recorded as a reduction in income during the current quarter, compared to a $4.5 million reduction to income during the same period in 2010.
The change in the FDIC loss sharing asset in the current period recognizes the decreased amount that Columbia expects to collect from the FDIC under the terms of its loss sharing agreements. This change is an outcome of the better-than-expected cashflows on covered loans. The Company re-measures contractual and expected cash flows of covered loans on a quarterly basis. When the quarterly re-measurement results in an increase in expected future cash flows due to a decrease in expected credit losses the nonaccretable difference decreases and the accretable yield of the related loan pool is increased and recognized as interest income over the life of the loan portfolio. As a result of the improved expected cash flows, the indemnification asset is reduced first by the amount of any impairment previously recorded and, second, by increased amortization over the remaining life of the related loan portfolio.
After removing the effects of the change in the FDIC loss sharing asset and gain on bank acquisitions, noninterest income for the third quarter 2011 increased $1.5 million, or 15%, form the prior year period due to increased volume in service charges on deposit accounts and other noninterest income. Other noninterest income increased $1.1 million for the third quarter 2011 as compared to the prior year due to increases in loan fees and mortgage banking revenue.

Noninterest Expense

Total noninterest expense for the third quarter of 2011 was $39.9 million, an increase of 19% from $33.5 million a year earlier. The increase is primarily within compensation and benefits expense and is generally attributed to the three 2011 FDIC-assisted transactions as well as the late 2010 addition of three new banking teams and a new team hired in early 2011. Also contributing to the increase in noninterest expense was the Company recording an additional $1.1 million to its clawback liability. The Company's Purchase & Assumption agreement with the FDIC requires the Company to reimburse the FDIC at the conclusion of the loss share agreement period, February 2020 for the Columbia River Bank and American Marine Bank transactions, a calculated amount if total losses on the acquired loan portfolios fail to reach a minimum threshold level. The $1.1 million expense recorded in the third quarter increased the accrued liability to $3.3 million, which represents the net present value of management's clawback liability estimate of $5.0 million. The clawback liability is evaluated at the individual portfolio level each quarter and adjusted upward or downward according to the total expected losses over the loss share period.

Regulatory premiums were $574 thousand for the third quarter of 2011, a decrease of $1.4 million from a year earlier. The decrease in premiums was primarily due to a decrease in the assessment rate utilized in calculating premiums due.

39

Table of Contents

The following table presents the significant components of noninterest expense and the related dollar and percentage change from period to period:
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2011
 
$ Change
 
% Change
 
2010
 
2011
 
$ Change
 
% Change
 
2010
 
 
(dollars in thousands)
Compensation
 
$
16,887

 
$
2,020

 
14
 %
 
$
14,867

 
$
47,817

 
$
7,050

 
17
 %
 
$
40,767

Employee benefits
 
3,179

 
647

 
26
 %
 
2,532

 
9,915

 
2,095

 
27
 %
 
7,820

Contract labor
 
1,326

 
1,151

 
658
 %
 
175

 
2,040

 
(1,430
)
 
(41
)%
 
3,470

 
 
21,392

 
3,818

 
22
 %
 
17,574

 
59,772

 
7,715

 
15
 %
 
52,057

All other noninterest expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Occupancy
 
4,815

 
537

 
13
 %
 
4,278

 
13,600

 
1,046

 
8
 %
 
12,554

Merchant processing
 
976

 
42

 
4
 %
 
934

 
2,764

 
67

 
2
 %
 
2,697

Advertising and promotion
 
1,137

 
507

 
80
 %
 
630

 
3,050

 
797

 
35
 %
 
2,253

Data processing and communications
 
2,195

 
(282
)
 
(11
)%
 
2,477

 
6,032

 
(891
)
 
(13
)%
 
6,923

Legal and professional services
 
1,957

 
348

 
22
 %
 
1,609

 
4,868

 
284

 
6
 %
 
4,584

Taxes, license and fees
 
1,211

 
408

 
51
 %
 
803

 
2,983

 
928

 
45
 %
 
2,055

Regulatory premiums
 
574

 
(1,378
)
 
(71
)%
 
1,952

 
3,553

 
(1,357
)
 
(28
)%
 
4,910

Net cost of operation of other real estate owned
 
(195
)
 
1,247

 
(86
)%
 
(1,442
)
 
(423
)
 
379

 
(47
)%
 
(802
)
Amortization of intangibles
 
1,177

 
133

 
13
 %
 
1,044

 
3,116

 
230

 
8
 %
 
2,886

FDIC clawback expenses
 
1,146

 
1,146

 
100
 %
 

 
3,294

 
3,294

 
100
 %
 

Other
 
3,550

 
(111
)
 
(3
)%
 
3,661

 
11,836

 
(209
)
 
(2
)%
 
12,045

Total all other noninterest expense
 
18,543

 
2,597

 
16
 %
 
15,946

 
54,673

 
4,568

 
9
 %
 
50,105

Total noninterest expense
 
$
39,935

 
$
6,415

 
19
 %
 
$
33,520

 
$
114,445

 
$
12,283

 
12
 %
 
$
102,162



40

Table of Contents

The following table presents selected items included in other noninterest expense and the associated change from period to period:
 
 
 
Three Months Ended September 30,
 
Increase
(Decrease)
Amount
 
Nine Months Ended September 30,
 
Increase
(Decrease)
Amount
(in thousands)
 
2011
 
2010
 
2011
 
2010
 
Postage
 
$
551

 
$
430

 
$
121

 
$
1,573

 
$
1,404

 
$
169

Software support & maintenance
 
375

 
267

 
108

 
984

 
793

 
191

Supplies
 
350

 
438

 
(88
)
 
967

 
1,147

 
(180
)
Insurance
 
249

 
207

 
42

 
686

 
582

 
104

ATM Network
 
305

 
223

 
82

 
767

 
608

 
159

Travel
 
378

 
296

 
82

 
890

 
709

 
181

Employee expenses
 
153

 
100

 
53

 
463

 
353

 
110

Sponsorships and charitable contributions
 
274

 
145

 
129

 
692

 
584

 
108

Directors fees
 
111

 
104

 
7

 
341

 
328

 
13

Federal Reserve Bank processing fees
 
89

 
100

 
(11
)
 
249

 
240

 
9

CRA partnership investment expense
 
104

 
73

 
31

 
528

 
219

 
309

Investor relations
 
19

 
35

 
(16
)
 
159

 
117

 
42

Other personal property owned
 
(1,212
)
 
4

 
(1,216
)
 
(1,212
)
 
(376
)
 
(836
)
Miscellaneous
 
1,804

 
1,239

 
565

 
4,749

 
5,337

 
(588
)
Total other noninterest expense
 
$
3,550

 
$
3,661

 
$
(111
)
 
$
11,836

 
$
12,045

 
$
(209
)

In managing our business, we review the efficiency ratio, on a fully taxable-equivalent basis. Our efficiency ratio (noninterest expense, excluding net cost of operation of other real estate and FDIC clawback liability expense, divided by the sum of net interest income and noninterest income on a tax equivalent basis, excluding any gain/loss on sale of investment securities, gain on bank acquisition, incremental accretion income on the acquired loan portfolio and the change in the FDIC indemnification asset) was 69.17% compared to 68.33% for the third quarter 2010.
Income Taxes
We recorded an income tax provision of $7.2 million for the third quarter of 2011, compared to a provision of $4.0 million for the same period in 2010. Our effective tax rate remains lower than the statutory tax rate due to our nontaxable income generated from tax-exempt loans and municipal bonds, investments in bank owned life insurance, and low income housing credits. For additional information, please refer to the Company's annual report on Form 10-K for the year ended December 31, 2010.

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BUSINESS COMBINATIONS
On May 20, 2011 the Company acquired certain assets and assumed certain liabilities of Summit Bank from the FDIC in an FDIC-assisted transaction. A summary of the fair value of assets acquired and liabilities assumed from the FDIC is as follows:
 
 
May 20, 2011

(in thousands)
Assets

Cash and due from banks
$
1,837

Interest-earning deposits with banks and federal funds sold
14,198

Investment securities
871

Federal Home Loan Bank stock
406

Acquired loans
69,783

Accrued interest receivable
429

Premises and equipment
42

FDIC receivable
6,984

Other real estate owned covered by loss sharing
2,162

Goodwill
2,919

Core deposit intangible
509

FDIC indemnification asset
30,203

Other assets
786

Total assets acquired
$
131,129

Liabilities

Deposits
$
123,279

Federal Home Loan Bank advances
7,772

Accrued interest payable
71

Other liabilities
7

Total liabilities assumed
$
131,129


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Table of Contents

On May 27, 2011 the Company acquired certain assets and assumed certain liabilities of First Heritage Bank from the FDIC in an FDIC-assisted transaction. A summary of the fair value of assets acquired and liabilities assumed from the FDIC is as follows:
 
 
May 27, 2011
 
(in thousands)
Assets

Cash and due from banks
$
4,688

Interest-earning deposits with banks
6,689

Investment securities
5,303

Federal Home Loan Bank stock
477

Acquired loans
81,488

Accrued interest receivable
476

Premises and equipment
5,339

FDIC receivable
4,751

Other real estate owned covered by loss sharing
8,225

Goodwill
5,876

Core deposit intangible
1,337

FDIC indemnification asset
38,531

Other assets
1,804

Total assets acquired
$
164,984

Liabilities

Deposits
$
159,525

Federal Home Loan Bank advances
5,003

Accrued interest payable
421

Other liabilities
35

Total liabilities assumed
$
164,984


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Table of Contents

On August 5, 2011 the Company acquired certain assets and assumed certain liabilities of the Bank of Whitman from the FDIC in an FDIC-assisted transaction. A summary of the fair value of assets acquired and liabilities assumed from the FDIC is as follows:
 
August 5, 2011
 
(in thousands)
Assets

Cash and due from banks
$
52,072

Investment securities
16,298

Federal Reserve Bank and Federal Home Loan Bank stock
3,977

Acquired loans
200,041

Accrued interest receivable
1,975

Premises and equipment
86

FDIC receivable
156,710

Core deposit intangible
3,943

Other assets
2,447

Total assets acquired
$
437,549

Liabilities


Deposits
401,127

Federal Home Loan Bank advances
32,949

Accrued interest payable
213

Other liabilities
396

Total liabilities assumed
$
435,719

Net assets acquired (after tax gain)
$
1,830


For complete discussion and disclosures see Note 4 in the condensed consolidated financial statements included in Part 1, Item 1 of this report.

FINANCIAL CONDITION
Total assets increased $499.5 million or 11.7%, to $4.76 billion as of September 30, 2011, compared to $4.26 billion as of December 31, 2010. The increase in total assets was primarily due to the FDIC-assisted acquisitions completed in the second and third quarters as disclosed in Note 4 of the unaudited consolidated condensed financial statements.
Investment Securities
At September 30, 2011, the Company held investment securities totaling $995.9 million compared to $763.9 million at December 31, 2010. All of our securities are classified as available for sale and carried at fair value. The increase in the investment securities portfolio from year-end is due to the Company actively investing funds with a focus on short-term, high quality debt instruments with a very high degree of certainty to their cash flows, with maturities laddered over a period of twelve to thirty-six months. These securities are used by the Company as a component of its balance sheet management strategies. From time to time securities may be sold to reposition the portfolio in response to strategies developed by the Company’s asset liability committee. In accordance with our investment strategy, management monitors market conditions with a view to realize gains on its available for sale securities portfolio when prudent.
At September 30, 2011, the market value of securities available for sale had an unrealized gain, net of tax, of $26.5 million compared to an unrealized gain, net of tax, of $12.7 million at December 31, 2010. The increase in the unrealized gain was the result of the fluctuations in interest rates and a $232.0 million increase in our portfolio of securities available for sale. The Company does carry $134.1 million of investment securities with unrealized losses of $1.0 million; however, the Company does not consider these investment securities to be other than temporarily impaired. In the future, if the impairment is judged to be other than temporary, the cost basis of the individual impaired securities will be written down to fair value; the amount of the write-down could be included in earnings as a realized loss.



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Table of Contents

The following table sets forth our securities portfolio by type for the dates indicated:
 
(in thousands)
 
September 30, 2011
 
December 31,
2010
Securities Available for Sale
 
 
 
 
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations
 
$
644,726

 
$
506,642

State and municipal securities
 
276,417

 
253,981

U.S. government and government-sponsored enterprise securities
 
71,380

 

Other securities
 
3,331

 
3,243

Total
 
$
995,854

 
$
763,866


Credit Risk Management
The extension of credit in the form of loans or other credit products to individuals and businesses is one of our principal business activities. Our policies and applicable laws and regulations require risk analysis as well as ongoing portfolio and credit management. We manage our credit risk through lending limit constraints, credit review, approval policies, and extensive, ongoing internal monitoring. We also manage 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. The monitoring process for our loan portfolio includes periodic reviews of individual loans with risk ratings assigned to each loan. We review 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, we review these types of loans for impairment in accordance with the Receivables topic of the FASB ASC. Impaired loans are considered for nonaccrual status and will typically remain as such until all principal and interest payments are brought current and the prospects for future payments in accordance with the loan agreement appear relatively certain.
Loan policies, credit quality criteria, loan portfolio guidelines and other credit approval processes are established under the guidance of our Chief Credit Officer and approved, as appropriate, by the Board of Directors. The Company’s Credit Administration department and loan committee have the responsibility for administering the credit approval process. As another part of its control process, we use an independent internal credit review and examination function to provide assurance that loans and commitments are made and maintained as prescribed by our credit policies. This includes a review of documentation when the loan is initially extended and subsequent monitoring to assess continued performance and proper risk assessment.
Loan Portfolio Analysis
We are a full service commercial bank, originating a wide variety of loans, but concentrating our lending efforts on originating commercial business and commercial real estate loans.

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The following table sets forth the Company’s loan portfolio by type of loan for the dates indicated:
 
(in thousands)
 
September 30, 2011
 
% of Total
 
December 31, 2010
 
% of Total
Commercial business
 
$
983,820

 
43.6
 %
 
$
795,369

 
41.5
 %
Real estate:
 
 
 
 
 
 
 
 
One-to-four family residential
 
64,535

 
2.9
 %
 
49,383

 
2.6
 %
Commercial and multifamily residential
 
977,173

 
43.3
 %
 
794,329

 
41.5
 %
Total real estate
 
1,041,708

 
46.2
 %
 
843,712

 
44.1
 %
Real estate construction:
 
 
 
 
 
 
 
 
One-to-four family residential
 
52,287

 
2.3
 %
 
67,961

 
3.5
 %
Commercial and multifamily residential
 
27,181

 
1.2
 %
 
30,185

 
1.6
 %
Total real estate construction
 
79,468

 
3.5
 %
 
98,146

 
5.1
 %
Consumer
 
176,667

 
7.8
 %
 
182,017

 
9.5
 %
Subtotal
 
2,281,663

 
101.1
 %
 
1,919,244

 
100.2
 %
Less: Net unearned income
 
(23,764
)
 
(1.1
)%
 
(3,490
)
 
(0.2
)%
Total noncovered loans, net of unearned income
 
2,257,899

 
100.0
 %
 
1,915,754

 
100.0
 %
Less: Allowance for loan and lease losses
 
(50,422
)
 
 
 
(60,993
)
 
 
Noncovered loans, net
 
2,207,477

 
 
 
1,854,761

 
 
Covered loans, net of allowance of ($8,327) and ($6,055), respectively
 
570,805

 
 
 
517,061

 
 
Total loans, net
 
$
2,778,282

 
 
 
$
2,371,822

 
 
Loans Held for Sale
 
$
2,568

 
 
 
$
754

 
 

Total noncovered loans increased $362.4 million, or 18.9%, from year-end 2010. The loan growth was driven by the Bank of Whitman acquisition which added approximately $200.0 million of loans (net of acquisition accounting adjustments) at acquisition as well as organic loan growth.
The noncovered loan portfolio continues to be diversified, with the intent to mitigate risk by minimizing concentration in any one segment.
Commercial Loans: We are committed to providing competitive commercial lending in our primary market areas. Management expects a continued focus within its commercial lending products and to emphasize, in particular, relationship banking with businesses, and business owners.
Real Estate Loans: One-to-four family residential loans are secured by properties located within our primary market areas and, typically, have loan-to-value ratios of 80% or lower.
Our underwriting standards for commercial and multifamily residential loans 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. We endeavor to maintain the highest practical underwriting standards while balancing the need to remain competitive in our lending practices.
Real Estate Construction Loans: We originate a variety of real estate construction loans. Underwriting guidelines for these loans vary by loan type but include loan-to-value limits, term limits and loan advance limits, as applicable.
Our underwriting guidelines for commercial and multifamily residential real estate construction loans generally require that the loan-to-value ratio not exceed 75% and stabilized debt coverage ratios (net operating income divided by annual debt servicing) of 1.2 or better. As noted above, underwriting standards can be influenced by competition and other factors. However, we endeavor to maintain the highest practical underwriting standards while balancing the need to remain competitive in our lending practices.
Consumer Loans: Consumer loans include automobile loans, boat and recreational vehicle financing, home equity and home improvement loans and miscellaneous personal loans.

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Table of Contents

Foreign Loans: Our banking subsidiaries are not involved with loans to foreign companies or foreign countries.
Nonperforming Assets
Nonperforming assets consist of: (i) nonaccrual loans; (ii) other real estate owned; and (iii) other personal property owned.
Nonaccrual noncovered 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 collectability of principal or interest. Generally our policy is to discontinue the accrual of interest on all loans past due 90 days or more and place them on nonaccrual status. When a noncovered loan is placed on nonaccrual status, any accrued but unpaid interest on that date is removed from interest income.
Covered loans: We consider covered loans to be performing due to the application of the yield accretion method under ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Topic 310-30 allows us to aggregate credit-impaired loans acquired in the same fiscal quarter into one or more pools, provided the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. The covered loans acquired are and will continue to be subject to the Company’s internal and external credit review and monitoring. Any credit deterioration experienced subsequent to the initial acquisition will result in a provision for loan losses being charged to earnings. These provisions will be mostly offset by an increase to the FDIC loss sharing asset and will be recognized in noninterest income.
The following tables set forth, at the dates indicated, information with respect to our nonaccrual loans, restructured loans, total nonperforming loans and total nonperforming assets:
 
(in thousands)
 
September 30,
2011
 
December 31,
2010
Nonperforming assets, excluding covered assets
 
 
 
 
Nonaccrual loans:
 
 
 
 
Commercial business
 
$
9,894

 
$
32,367

Real estate:
 
 
 
 
One-to-four family residential
 
2,159

 
2,996

Commercial and multifamily residential
 
20,955

 
23,192

Total real estate
 
23,114

 
26,188

Real estate construction:
 
 
 
 
One-to-four family residential
 
11,008

 
18,004

Commercial and multifamily residential
 
7,623

 
7,584

Total real estate construction
 
18,631

 
25,588

Consumer
 
3,544

 
5,020

Total nonaccrual loans
 
55,183

 
89,163

Noncovered other real estate owned and other personal property owned
 
34,069

 
30,991

Total nonperforming noncovered assets
 
$
89,252

 
$
120,154


As of September 30, 2011, nonperforming noncovered assets were $89.3 million, compared to $120.2 million at December 31, 2010. The percent of nonperforming, noncovered assets to period-end noncovered assets at September 30, 2011 was 2.15% compared to 3.23% for December 31, 2010. For additional discussion and disclosure see Note 6 to the Company’s Consolidated Financial Statements presented elsewhere in this report.

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Table of Contents

Allowance for Loan and Lease Losses
We maintain an allowance for loan and lease losses (“ALLL”) to absorb losses inherent in the loan portfolio. The size of the ALLL is determined through quarterly assessments of the probable estimated losses in the loan portfolio. Our methodology for making such assessments and determining the adequacy of the ALLL includes the following key elements:
1.
General valuation allowance consistent with the Contingencies topic of the FASB ASC.
2.
Classified loss reserves on specific relationships. Specific allowances for identified problem loans are determined in accordance with the Receivables topic of the FASB ASC.
3.
The unallocated allowance provides for other credit losses inherent in our loan portfolio that may not have been contemplated in the general and specific components of the allowance. This unallocated amount generally comprises less than 5% of the allowance. The unallocated amount is reviewed periodically based on trends in credit losses, the results of credit reviews and overall economic trends.

On a quarterly basis our Chief Credit Officer reviews with Executive Management and the Board of Directors the various additional factors that management considers when determining the adequacy of the ALLL, including economic and business condition reviews. Factors which influenced management’s judgment in determining the amount of the additions to the ALLL charged to operating expense include the following as of the applicable balance sheet dates:
1.
Existing general economic and business conditions affecting our market place
2.
Credit quality trends
3.
Historical loss experience
4.
Seasoning of the loan portfolio
5.
Bank regulatory examination results
6.
Findings of internal credit examiners
7.
Duration of current business cycle
8.
Specific loss estimates for problem loans

The ALLL is increased by provisions for loan and lease losses (“provision”) charged to expense, and is reduced by loans charged off, net of recoveries. While we believe the best information available is used by us to determine the ALLL, changes in market conditions could result in adjustments to the ALLL, affecting net income, if circumstances differ from the assumptions used in determining the ALLL.
In addition to the ALLL, we maintain an allowance for unfunded commitments and letters of credit. We report this allowance as a liability on our Consolidated Balance Sheet. We determine this amount using estimates of the probability of the ultimate funding and losses related to those credit exposures. This methodology is similar to the methodology we use for determining the adequacy of our ALLL. For additional information on our allowance for unfunded commitments and letters of credit, see Note 7 to the Consolidated Condensed Financial Statements presented elsewhere in this report.
At September 30, 2011, our allowance for loan and lease losses for noncovered loans was $50.4 million, or 2.23% of total noncovered loans (excluding loans held for sale) and 91.37% of nonperforming, noncovered loans. This compares with an allowance of $61.0 million, or 3.18% of the total loan portfolio (excluding loans held for sale), and 68.41% of nonperforming, noncovered loans at December 31, 2010. The reduction in the allowance for loan and lease losses is due primarily to loan growth experienced during 2011. The loan growth was driven by the Bank of Whitman acquisition which added approximately $200.0 million of loans (net of acquisition accounting adjustments) at acquisition as well as organic loan growth. Other factors contributing to the reduction in the allowance for loan and lease losses on noncovered loans were improving credit metrics within the noncovered loan portfolio, new loan originations requiring lower calculated reserves and net charge-offs of $13.2 million during 2011. Excluding the Bank of Whitman loans from the noncovered loan totals at September 30, 2011, the ratio of the allowance for loan and lease losses to noncovered loans was 2.43%.

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Table of Contents

The following table provides an analysis of the Company’s allowance for loan and lease losses for noncovered loans at the dates and the periods indicated:
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
2011
 
2010
 
2011
 
2010
Beginning balance
 
$
54,057

 
$
59,748

 
$
60,993

 
$
53,478

Charge-offs:
 
 
 
 
 
 
 
 
Commercial business
 
(1,946
)
 
(1,760
)
 
(6,151
)
 
(9,405
)
One-to-four family residential
 
(53
)
 

 
(717
)
 
(104
)
Commercial and five-or-more family residential
 
(443
)
 
(1,976
)
 
(2,362
)
 
(4,958
)
One-to-four family residential construction
 
(183
)
 
(1,291
)
 
(2,415
)
 
(8,955
)
Commercial and five-or-more family residential construction
 
(145
)
 

 
(1,710
)
 
(3,079
)
Consumer
 
(2,102
)
 
(2,513
)
 
(3,298
)
 
(4,965
)
Total charge-offs
 
(4,872
)
 
(7,540
)
 
(16,653
)
 
(31,466
)
Recoveries
 
 
 
 
 
 
 
 
Commercial business
 
460

 
122

 
1,157

 
778

One-to-four family residential
 
78

 

 
78

 
15

Commercial and five-or-more family residential
 
10

 
5

 
96

 
46

One-to-four family residential construction
 
119

 
573

 
1,923

 
1,481

Consumer
 
70

 
426

 
178

 
502

Total recoveries
 
737

 
1,126

 
3,432

 
2,822

Net charge-offs
 
(4,135
)
 
(6,414
)
 
(13,221
)
 
(28,644
)
Provision charged to expense
 
500

 
9,000

 
2,650

 
37,500

Ending balance
 
$
50,422

 
$
62,334

 
$
50,422

 
$
62,334

Total noncovered loans, net at end of period, excluding loans held of sale (1)
 
$
2,257,899

 
$
1,934,162

 
$
2,257,899

 
$
1,934,162

Allowance for loan and lease losses to period-end noncovered loans
 
2.23
%
 
3.22
%
 
2.23
%
 
3.22
%
Allowance for unfunded commitments and letters of credit
 
 
 
 
 
 
 
 
Beginning balance
 
$
1,660

 
$
815

 
$
1,165

 
$
775

Net changes in the allowance for unfunded commitments and letters of credit
 
(200
)
 
350

 
295

 
390

Ending balance
 
$
1,460

 
$
1,165

 
$
1,460

 
$
1,165

______________________________
 (1) Excludes loans held for sale.

Liquidity and Sources of Funds
Our primary sources of funds are customer deposits. Additionally, we utilize advances from the FHLB of Seattle, the FRB of San Francisco, and wholesale repurchase agreements to supplement our funding needs. 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
Our deposit products include a wide variety of transaction accounts, savings accounts and time deposit accounts. Core deposits (demand deposit, savings, money market accounts and certificates of deposit less than $100,000) increased $466.2 million, or approximately 16%, since year-end 2010 while certificates of deposit greater than $100,000 increased $14.9 million, or approximately 6%, to $281.6 million from year-end 2010. The current year increase included $683.9 million of deposits assumed in the FDIC acquisitions of Summit Bank, First Heritage Bank, and the Bank of Whitman. The assumed deposits included brokered and wholesale certificates of deposit, which were repriced during the acquisition process. As a result and

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Table of Contents

within management's expectations, we experienced $202.2 million of runoff of brokered and wholesale certificates of deposit.
We have established a branch system to serve our consumer and business depositors. In addition, management’s strategy for funding asset growth is to make use of brokered and other wholesale deposits on an as-needed basis. At September 30, 2011 brokered and other wholesale deposits (excluding public deposits) totaled $48.7 million, or 1% of total deposits, compared to $61.5 million, or 2% of total deposits, at year-end 2010. The brokered deposits have varied maturities.
The following table sets forth the Company’s deposit base by type of product for the dates indicated:
 
 
 
September 30, 2011
 
December 31, 2010
 
September 30, 2010
(in thousands)
 
Balance
 
% of
Total
 
Balance
 
% of
Total
 
Balance
 
% of
Total
Core deposits:
 
 
 
 
 
 
 
 
 
 
 
 
Demand and other non-interest bearing
 
$
1,105,169

 
29.1
%
 
$
895,671

 
26.9
%
 
$
864,920

 
26.2
%
Interest bearing demand
 
712,000

 
18.8
%
 
672,307

 
20.2
%
 
645,875

 
19.5
%
Money market
 
1,036,713

 
27.3
%
 
920,831

 
27.7
%
 
896,135

 
27.1
%
Savings
 
281,760

 
7.4
%
 
210,995

 
6.3
%
 
206,713

 
6.3
%
Certificates of deposit less than $100,000
 
329,063

 
8.7
%
 
298,678

 
9.0
%
 
320,808

 
9.7
%
Total core deposits
 
3,464,705

 
91.3
%
 
2,998,482

 
90.1
%
 
2,934,451

 
88.8
%
Certificates of deposit greater than $100,000
 
281,641

 
7.4
%
 
266,708

 
8.0
%
 
303,527

 
9.2
%
Certificates of deposit insured by CDARS®
 
47,192

 
1.3
%
 
38,312

 
1.2
%
 
44,786

 
1.3
%
Wholesale certificates of deposit
 
1,495

 
%
 
23,155

 
0.7
%
 
23,155

 
0.7
%
Subtotal
 
3,795,033

 
100.0
%
 
3,326,657

 
100.0
%
 
3,305,919

 
100.0
%
Premium resulting from acquisition date fair value adjustment
 
466

 
 
 
612

 
 
 
967

 
 
Total deposits
 
$
3,795,499

 
 
 
$
3,327,269

 
 
 
$
3,306,886

 
 

Borrowings
We rely on FHLB advances and FRB borrowings as another source of both short and long-term funding. FHLB advances and FRB borrowings are secured by bonds within our investment portfolio, residential, commercial and commercial real estate loans. At September 30, 2011, we had FHLB advances of $121.7 million, before acquisition date fair value adjustments, compared to $119.4 million at December 31, 2010. The slight increase in FHLB advances was primarily due to the $42.3 million in borrowings assumed through FDIC-assisted acquisitions, of which $34.2 million have been paid off as of September 30, 2011.
We also utilize wholesale repurchase agreements as a supplement to our funding sources. Our wholesale repurchase agreements are secured by mortgage-backed securities. At September 30, 2011 and December 31, 2010 we had repurchase agreements of $25.0 million. Management anticipates we will continue to rely on FHLB advances, FRB borrowings, and wholesale repurchase agreements in the future and we will use those funds primarily to make loans and purchase securities.

Redemption of Trust Preferred Securities
In July, 2011, the Company elected to redeem the junior subordinated debentures and terminated Columbia (WA)Statutory Trust I and Town Center Bancorp Trust I with a cash payment of $22.9 million and $3.1 million, respectively which consisted of principal, interest and fees. The trust preferred obligations were classified as long-term subordinated debt on the Company's balance sheet and the decision to redeem was based upon the Company's cash and capital positions, rates on the debentures and the absence of a prepayment penalty.
Contractual Obligations & Commitments
We are party to many contractual financial obligations, including repayment of borrowings, operating and equipment lease payments, commitments to extend credit and investments in affordable housing partnerships. At September 30, 2011, we had commitments to extend credit of $725.2 million compared to $612.0 million at December 31, 2010.

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Capital Resources
Shareholders’ equity at September 30, 2011 was $750.0 million, up from $706.9 million at December 31, 2010. Shareholders’ equity was 15.8% and 16.6% of total period-end assets at September 30, 2011 and December 31, 2010, respectively.
Capital Ratios: 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 preferred stock, 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% to be considered “adequately capitalized”.
Federal Deposit Insurance Corporation regulations set forth the qualifications necessary for a bank to be classified as “well capitalized”, 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.
The Company and its subsidiaries qualify as “well-capitalized” at September 30, 2011 and December 31, 2010.
 
 
Company
 
Columbia Bank
 
Requirements
 
9/30/2011
 
12/31/2010
 
9/30/2011
 
12/31/2010
 
Adequately
capitalized
 
Well-
Capitalized
Total risk-based capital ratio
21.87
%
 
24.47
%
 
19.01
%
 
18.20
%
 
8.00
%
 
10.00
%
Tier 1 risk-based capital ratio
20.61
%
 
23.20
%
 
17.75
%
 
16.93
%
 
4.00
%
 
6.00
%
Leverage ratio
13.97
%
 
13.99
%
 
11.22
%
 
10.33
%
 
4.00
%
 
5.00
%
Stock Repurchase Program
In October 2011, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 2 million shares of its outstanding shares of common stock. The Company intends to purchase the shares from time to time in the open market or in private transactions, under conditions which allow such repurchases to be accretive to earnings per share while maintaining capital ratios that exceed the guidelines for a well-capitalized financial institution. This newly authorized repurchase program supersedes and replaces the prior stock repurchase program adopted in February 2002. No shares were repurchased under the prior stock repurchase program during the first nine months of 2011, and as of September 30, 2011 the Company had repurchased a total of 66,317 shares of common stock under the prior program.


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 September 30, 2011, 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, 2010. For additional information, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2010 Annual Report on Form 10-K.

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Item 4.
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based on that evaluation, the CEO and CFO have concluded that as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that the information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is (i) accumulated and communicated to our management (including the CEO and CFO) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Controls Over Financial Reporting
There was no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1.
LEGAL PROCEEDINGS

The Company and its banking subsidiaries are parties to routine litigation arising in the ordinary course of business. Management believes that, based on the information currently known to them, any liabilities arising from such litigation will not have a material adverse impact on the Company’s financial condition, results of operations or cash flows.

ITEM 1A.
RISK FACTORS

Our business exposes us to certain risks. The following is a discussion of what we currently believe are the most significant risks and uncertainties that may affect our business, financial condition and future results.
A protracted economic recovery could adversely affect our future results of operations or market price of our stock.
The national economy and the financial services sector in particular continue to face significant challenges. We cannot accurately predict how quickly or strongly the economy will recover from the recent recession, which has adversely impacted the markets we serve. The U.S. economy has also experienced substantial volatility in the financial markets. Any further deterioration in the economies of the nation as a whole or in our markets would have an adverse effect, which could be material, on our business, financial condition, results of operations and prospects, and could also cause the market price of our stock to decline. While it is impossible to predict how long adverse economic conditions may exist, a slow or fragile recovery could continue to present risks for some time for the industry and our company.

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Economic conditions in the market areas we serve may continue to adversely impact our earnings and could increase our credit risk associated with our loan portfolio and the value of our investment portfolio.
Substantially all of our loans are to businesses and individuals in Washington and Oregon, and a continuing decline in the economies of these market areas could have a material adverse effect on our business, financial condition, results of operations and prospects. There has been a decline in housing prices and unemployment is a continued concern in both Washington and Oregon. A further deterioration in the market areas we serve could result in the following consequences, any of which could have an adverse impact, which could be material, on our business, financial condition, results of operations and prospects:
commercial and consumer loan delinquencies may increase;
problem assets and foreclosures may increase;
collateral for loans made may decline further in value, in turn reducing customers’ borrowing power, reducing the value of assets and collateral associated with existing loans;
certain securities within our investment portfolio could become other than temporarily impaired, requiring a write-down through earnings to fair value, thereby reducing equity;
low cost or non-interest bearing deposits may decrease; and
demand for our loan and other products and services may decrease.
Our loan portfolio mix, which has a concentration of loans secured by real estate, could result in increased credit risk in a challenging economy.
Our loan portfolio is concentrated in commercial real estate and commercial business loans. These types of loans, as well as real estate construction loans and land development loans, acquisition and development loans related to the for-sale housing industry, generally are viewed as having more risk of default than residential real estate loans or certain other types of loans or investments. In fact, the FDIC has issued pronouncements alerting banks of its concern about heavy loan concentrations. Because our loan portfolio contains a significant number of construction, commercial business and commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans may cause a significant increase in our non-performing loans. An increase in non-performing loans could result in a loss of earnings from these loans, an increase in the provision for loan losses, or an increase in loan charge-offs, any of which could have a material adverse impact on our results of operations and financial condition.
A further downturn in the economies or real estate values in the markets we serve could have a material adverse effect on both borrowers’ ability to repay their loans and the value of the real property securing such loans. Our ability to recover on defaulted loans would then be diminished, and we would be more likely to suffer losses on defaulted loans.
Our Allowance for Loan and Lease Losses (“ALLL”) may not be adequate to cover future loan losses, which could adversely affect earnings.
We maintain an ALLL in an amount that we believe is adequate to provide for losses inherent in our portfolio. While we strive to carefully monitor credit quality and to identify loans that may become non-performing, at any time there are loans in the portfolio that could result in losses, but that have not been identified as non-performing or potential problem loans. We cannot be sure that we will be able to identify deteriorating loans before they become non-performing assets, or that we will be able to limit losses on those loans that have been identified. Additionally, the process for determining the ALLL requires different, subjective and complex judgments about the future impact from current economic conditions that might impair the ability of borrowers to repay their loans. As a result, future significant increases to the ALLL may be necessary. Additionally, future increases to the ALLL may be required based on changes in the composition of the loans comprising the portfolio, deteriorating values in underlying collateral (most of which consists of real estate) and changes in the financial condition of borrowers, such as may result from changes in economic conditions, or as a result of actual future events differing from assumptions used by management in determining the ALLL. Additionally, banking regulators, as an integral part of their supervisory function, periodically review our ALLL. These regulatory agencies may require us to increase the ALLL which could have a negative effect on our financial condition and results of operation. Any increase in the ALLL would have an adverse effect, which could be material, on our financial condition and results of operations.

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Nonperforming assets take significant time to resolve and adversely affect our results of operations and financial condition.
Our nonperforming assets adversely affect our net income in various ways. Until economic and market conditions improve to pre-recession levels, we expect to continue to incur additional losses relating to elevated levels of nonperforming loans. We do not record interest income on non-accrual loans, thereby adversely affecting our income, and increasing loan administration costs. When we receive collateral through foreclosures and similar proceedings, we are required to mark the related loan to the then fair market value of the collateral if the collateral less selling costs is lower than the carrying amount of the related loan, which may result in a loss. An increase in the level of nonperforming assets also increases our risk profile and may impact the capital levels our regulators believe is appropriate in light of such risks. We utilize various techniques such as loan sales, workouts, and restructurings to manage our problem assets. Decreases in the value of these problem assets, the underlying collateral, or in the borrowers’ performance or financial condition, could adversely affect our business, results of operations and financial condition. In addition, the resolution of nonperforming assets requires significant commitments of time from management and staff, which can be detrimental to performance of their other responsibilities. We may experience further increases in nonperforming loans in the future.
Our acquisitions and the integration of acquired businesses may not result in all of the benefits anticipated, and future acquisitions may be dilutive to current shareholders.
We have in the past and may in the future seek to grow our business by acquiring other businesses. Our acquisitions may not have the anticipated positive results, including results relating to: correctly assessing the asset quality of the assets being acquired; the total cost of integration including management attention and resources; the time required to complete the integration successfully; the amount of longer-term cost savings; being able to profitably deploy funds acquired in an acquisition; or the overall performance of the combined entity.
We also may encounter difficulties in obtaining required regulatory approvals and unexpected contingent liabilities can arise from the businesses we acquire. Integration of an acquired business can be complex and costly, sometimes including combining relevant accounting and data processing systems and management controls, as well as managing relevant relationships with employees, clients, suppliers and other business partners. Integration efforts could divert management attention and resources, which could adversely affect our operations or results.
Given the continued market volatility and uncertainty, notwithstanding our loss-sharing arrangements with the FDIC, we may continue to experience increased credit costs or need to take additional markdowns and allowances for loan losses on the assets and loans acquired that could adversely affect our financial condition and results of operations in the
future. We may also experience difficulties in complying with the technical requirements of our loss-sharing agreements with the FDIC, which could result in some assets which we acquire in FDIC-assisted transactions losing their coverage under such agreements. As our integration efforts continue in connection with these transactions, other unanticipated costs, including the diversion of personnel, or losses, may be incurred.
Acquisitions may also result in business disruptions that cause us to lose customers or cause customers to remove their accounts from us and move their business to competing financial institutions. It is possible that the integration process related to acquisitions could result in the disruption of our ongoing businesses or inconsistencies in standards, controls, procedures and policies that could adversely affect our ability to maintain relationships with clients, customers, depositors and employees. The loss of key employees in connection with an acquisition could adversely affect our ability to successfully conduct our business.
We may engage in future acquisitions involving the issuance of additional common stock and/or cash. Any such acquisitions and related issuances of stock may have a dilutive effect on earnings per share and the percentage ownership of current shareholders. The use of cash as consideration in any such acquisitions could impact our capital position and may require us to raise additional capital.
Furthermore, notwithstanding our recent acquisitions, we cannot provide any assurance as to the extent to which we can continue to grow through acquisitions as this will depend on the availability of prospective target opportunities at valuations we find attractive and the competition for such opportunities from other parties.

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Our decisions regarding the fair value of assets acquired, including the FDIC loss-sharing assets, could be inaccurate which could materially and adversely affect our business, financial condition, results of operations, and future prospects.
Management makes various assumptions and judgments about the collectability of the acquired loans, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of secured loans. In FDIC-assisted acquisitions that include loss-sharing agreements, we may record a loss-sharing asset that we consider adequate to absorb the indemnified portion of future losses which may occur in the acquired loan portfolio. The FDIC loss-sharing asset is accounted for on the same basis as the related acquired loans and OREO and primarily represents the present value of the cash flows the Company expects to collect from the FDIC under the loss-sharing agreements.
If our assumptions are incorrect, significant earnings volatility can occur and the balance of the FDIC loss-sharing asset may at any time be insufficient to cover future loan losses, and credit loss provisions may be needed to respond to different economic conditions or adverse developments in the acquired loan portfolio. Any increase in future loan losses could have a material adverse effect on our operating results.
Our profitability measures could be adversely affected if we are unable to effectively deploy the capital we raised in 2010.
We may use the net proceeds of our capital raise completed in May 2010 for selective acquisitions that meet our disciplined acquisition criteria, to fund internal growth, or for general corporate purposes. Although we are periodically engaged in discussions with potential acquisition candidates, we are not currently a party to any purchase or merger agreement. There can be no assurance that we will be able to negotiate future acquisitions on terms acceptable to us. Investing the proceeds of our 2010 capital raise until we are able to deploy the proceeds will provide lower margins than we generally earn on loans, potentially adversely impacting shareholder returns, including earnings per share, net interest margin, return on assets and return on equity.
If the goodwill we have recorded in connection with acquisitions becomes impaired, it could have an adverse impact on our earnings and capital.
Accounting standards require that we account for acquisitions using the acquisition method of accounting. Under acquisition accounting, if the purchase price of an acquired company exceeds the fair value of its net assets, the excess is carried on the acquirer’s balance sheet as goodwill. In accordance with generally accepted accounting principles, our goodwill is evaluated for impairment on an annual basis or more frequently if events or circumstances indicate that a potential impairment exists. Such evaluation is based on a variety of factors, including the quoted price of our common stock, market prices of common stock of other banking organizations, common stock trading multiples, discounted cash flows, and data from comparable acquisitions. Future evaluations of goodwill may result in impairment and ensuing write-down, which could be material, resulting in an adverse impact on our earnings and capital.
Fluctuating interest rates could adversely affect our business.
Significant increases in market interest rates on loans, or the perception that an increase may occur, could adversely affect both our ability to originate new loans and our ability to grow. Conversely, decreases in interest rates could result in an acceleration of loan prepayments. An increase in market interest rates could also adversely affect the ability of our floating-rate borrowers to meet their higher payment obligations. If this occurred, it could cause an increase in nonperforming assets and charge offs, which could adversely affect our business.
Further, our profitability is dependent to a large extent upon net interest income, which is the difference (or “spread”) between the interest earned on loans, securities and other interest-earning assets and the interest paid on deposits, borrowings, and other interest-bearing liabilities. Because of the differences in maturities and repricing characteristics of our interest-earning assets and interest-bearing liabilities, changes in interest rates do not produce equivalent changes in interest income earned on interest-earning assets and interest paid on interest-bearing liabilities. Accordingly, fluctuations in interest rates could adversely affect our interest rate spread, and, in turn, our profitability.

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The FDIC has increased insurance premiums to restore and maintain the federal deposit insurance fund, which has increased our costs and could adversely affect our business.
In 2009, the FDIC imposed a special deposit insurance assessment of five basis points on all insured institutions, and also required insured institutions to prepay estimated quarterly risk-based assessments through 2012.
The Dodd-Frank Act established 1.35% as the minimum deposit insurance fund reserve ratio. The FDIC has determined that the fund reserve ratio should be 2.0% and has adopted a plan under which it will meet the statutory minimum fund reserve ratio of 1.35% by the statutory deadline of September 30, 2020. The Dodd-Frank Act requires the FDIC to offset the effect on institutions with assets less than $10 billion of the increase in the statutory minimum fund reserve ratio to 1.35% from the former statutory minimum of 1.15%.
On February 7, 2011, the FDIC issued final rules, effective April 1, 2011, implementing changes to the assessment rules resulting from the Dodd-Frank Act. The adopted regulations: (1) modify the definition of an institution’s deposit insurance assessment base; (2) alter certain adjustments to the assessment rates; (3) revise the assessment rate schedules in light of the new assessment base and altered adjustments; and (4) provide for the automatic adjustment of the assessment rates in the future when the reserve ratio reaches certain milestones.
Despite the FDIC’s actions to restore the deposit insurance fund, the fund will suffer additional losses in the future due to failures of insured institutions. There may be additional significant deposit insurance premium increases, special assessments or prepayments in order to restore the insurance fund’s reserve ratio. Any significant premium increases or special assessments could have a material adverse effect on the Company’s financial condition and results of operations.
We operate in a highly regulated environment and changes of or increases in, or supervisory enforcement of, banking or other laws and regulations or governmental fiscal or monetary policies could adversely affect us.
We are subject to extensive regulation, supervision and examination by federal and state banking authorities. In addition, as a publicly-traded company, we are subject to regulation by the Securities and Exchange Commission. Any change in applicable regulations or federal, state or local legislation or in policies or interpretations or regulatory approaches to compliance and enforcement, income tax laws and accounting principles could have a substantial impact on us and our operations. Changes in laws and regulations may also increase our expenses by imposing additional fees or taxes or restrictions on our operations. Additional legislation and regulations that could significantly affect our powers, authority and operations may be enacted or adopted in the future, which could have a material adverse effect on our financial condition and results of operations. Failure to appropriately comply with any such laws, regulations or principles could result in sanctions by regulatory agencies, or damage to our reputation, all of which could adversely affect our business, financial condition or results of operations.
In that regard, the Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted in July 2010. Among other provisions, the new legislation (i) creates a new Bureau of Consumer Financial Protection with broad powers to regulate consumer financial products such as credit cards and mortgages, (ii) creates a Financial Stability Oversight Council comprised of the heads of other regulatory agencies, (iii) will lead to new capital requirements from federal banking agencies, (iv) places new limits on electronic debt card interchange fees and (v) requires the Securities and Exchange Commission and national stock exchanges to adopt significant new corporate governance and executive compensation reforms. The new legislation and regulations are expected to increase the overall costs of regulatory compliance.
Further, regulators have significant discretion and authority to prevent or remedy unsafe or unsound practices or violations of laws or regulations by financial institutions and holding companies in the performance of their supervisory and enforcement duties. Recently, these powers have been utilized more frequently due to the serious national, regional and local economic conditions we are facing. The exercise of regulatory authority may have a negative impact on our financial condition and results of operations. Additionally, our business is affected significantly by the fiscal and monetary policies of the U.S. federal government and its agencies, including the Federal Reserve Board.
We cannot accurately predict the full effects of recent legislation or the various other governmental, regulatory, monetary and fiscal initiatives which have been and may be enacted on the financial markets, on the Company and on the Bank. The terms and costs of these activities, or any worsening of current financial market and economic conditions could materially and adversely affect our business, financial condition, results of operations, and the trading price of our common stock.

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We may be required, in the future, to recognize impairment with respect to investment securities, including the FHLB stock we hold.
Our securities portfolio currently includes securities with unrecognized losses. We may continue to observe declines in the fair market value of these securities. Securities issued by certain states and municipalities have recently come under scrutiny due to concerns about credit quality. Although management believes the credit quality of the Company’s state and municipal securities portfolio to be good, there can be no assurance that the credit quality of these securities will not decline in the future. We evaluate the securities portfolio for any other than temporary impairment each reporting period, as required by generally accepted accounting principles in the United States of America, and as of September 30, 2011, we did not recognize any securities as other-than-temporarily impaired. There can be no assurance, however, that future evaluations of the securities portfolio will not require us to recognize an impairment charge with respect to these and other holdings.
In addition, as a condition to membership in the FHLB, we are required to purchase and hold a certain amount of FHLB stock. Our stock purchase requirement is based, in part, upon the outstanding principal balance of advances from the FHLB. At September 30, 2011 we had stock in the FHLB totaling $22.2 million. The FHLB stock held by us is carried at cost and is subject to recoverability testing under applicable accounting standards. The FHLB has discontinued the repurchase of their stock and discontinued the distribution of dividends. As of September 30, 2011, we did not recognize an impairment charge related to our FHLB stock holdings. There can be no assurance, however, that future negative changes to the financial condition of the FHLB may not require us to recognize an impairment charge with respect to such holdings.
Substantial competition in our market areas could adversely affect us.
Commercial banking is a highly competitive business. We compete with other commercial banks, savings and loan associations, credit unions, finance, insurance and other non-depository companies operating in our market areas. We also experience competition, especially for deposits, from internet-based banking institutions, which have grown rapidly in recent years. We are subject to substantial competition for loans and deposits from other financial institutions. Some of our competitors are not subject to the same degree of regulation and restriction as we are. Some of our competitors have greater financial resources than we do. Some of our competitors have severe liquidity issues, which could impact the pricing of deposits in our marketplace. If we are unable to effectively compete in our market areas, our business, results of operations and prospects could be adversely affected.
Changes in accounting standards could materially impact our financial statements.
From time to time the Financial Accounting Standards Board and the SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be very difficult to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in our restating prior period financial statements.
There can be no assurance as to the level of dividends we may pay on our common stock.
Holders of our common stock are only entitled to receive such dividends as our Board of Directors may declare out of funds legally available for such payments. Although we have historically declared cash dividends on our common stock, we are not required to do so and there may be circumstances under which we would eliminate our common stock dividend in the future. This could adversely affect the market price of our common stock.
Significant legal or regulatory actions could subject us to substantial uninsured liabilities and reputational harm and have a material adverse effect on our business and results of operations.
We are from time to time subject to claims and proceedings related to our operations. These claims and legal actions, which could include supervisory or enforcement actions by our regulators, or criminal proceedings by prosecutorial authorities, could involve large monetary claims, including civil money penalties or fines imposed by government authorities, and significant defense costs. To mitigate the cost of some of these claims, we maintain insurance coverage in amounts and with deductibles that we believe are appropriate for our operations. However, our insurance coverage does not cover any civil money penalties or fines imposed by government authorities and may not cover all other claims that might be brought against us or continue to be available to us at a reasonable cost. As a result, we may be exposed to substantial uninsured liabilities, which could adversely affect our business, prospects, results of operations and financial condition. Substantial legal liability or significant regulatory action against us could have material adverse financial effects or cause significant reputational harm to us, which in turn could seriously harm our business prospects.

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We are subject to a variety of operational risks, including reputational risk, legal risk and compliance risk, and the risk of fraud or theft by employees or outsiders, which may adversely affect our business and results of operations.
We are exposed to many types of operational risks, including reputational risk, legal and compliance risk, the risk of fraud or theft by employees or outsiders, and unauthorized transactions by employees or operational errors, including clerical or record-keeping errors or those resulting from faulty or disabled computer or telecommunications systems.
If personal, non-public, confidential or proprietary information of customers in our possession were to be mishandled or misused, we could suffer significant regulatory consequences, reputational damage and financial loss. Such mishandling or misuse could include, for example, if such information were erroneously provided to parties who are not permitted to have the information, either by fault of our systems, employees, or counterparties, or where such information is intercepted or otherwise inappropriately taken by third parties.
Because the nature of the financial services business involves a high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully rectified. Our necessary dependence upon automated systems to record and process transactions and our large transaction volume may further increase the risk that technical flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. We also may be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control (for example, computer viruses or electrical or telecommunications outages, or natural disasters, disease pandemics or other damage to property or physical assets) which may give rise to disruption of service to customers and to financial loss or liability. We are further exposed to the risk that our external vendors may be unable to fulfill their contractual obligations (or will be subject to the same risk of fraud or operational errors by their respective employees as we are) and to the risk that we (or our vendors’) business continuity and data security systems prove to be inadequate. The occurrence of any of these risks could result in a diminished ability of us to operate our business (for example, by requiring us to expend significant resources to correct the defect), as well as potential liability to clients, reputational damage and regulatory intervention, which could adversely affect our business, financial condition and results of operations, perhaps materially.
We may pursue additional capital, which may not be available on acceptable terms or at all, could dilute the holders of our outstanding common stock and may adversely affect the market price of our common stock.
In the current economic environment, we believe it is prudent to consider alternatives for raising capital when opportunities to raise capital at attractive prices present themselves, in order to further strengthen our capital and better position ourselves to take advantage of opportunities that may arise in the future. Such alternatives may include issuance and sale of common or preferred stock, or borrowings by the Company, with proceeds contributed to our banking subsidiary, Columbia State Bank (the “Bank”). Our ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at the time, which are outside of our control, and our financial performance. We cannot assure you that such capital will be available to us on acceptable terms or at all. Any such capital raising alternatives could dilute the holders of our outstanding common stock, and may adversely affect the market price of our common stock and our performance measures such as earnings per share.
We have various anti-takeover measures that could impede a takeover.
Our articles of incorporation include certain provisions that could make it more difficult to acquire us by means of a tender offer, a proxy contest, merger or otherwise. These provisions include certain non-monetary factors that our board of directors may consider when evaluating a takeover offer, and a requirement that any “Business Combination” be approved by the affirmative vote of no less than 66 2/3% of the total shares attributable to persons other than a “Control Person.” These provisions may have the effect of lengthening the time required for a person to acquire control of us though a tender offer, proxy contest or otherwise, and may deter any potentially hostile offers or other efforts to obtain control of us. This could deprive our shareholders of opportunities to realize a premium for their Columbia common stock, even in circumstances where such action is favored by a majority of our shareholders.
 

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Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)
Not applicable
(b)
Not applicable
(c)
Not applicable

Item 3.
DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.
[REMOVED AND RESERVED.]

Item 5.
OTHER INFORMATION

None.


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Item 6.
EXHIBITS
 
2.1
 
Purchase and Assumption Agreement - Modified Whole Bank - All Deposits, Among Federal Deposit Insurance Corporation, Receiver of Bank of Whitman, Colfax, Washington, Federal Deposit Insurance Corporation and Columbia State Bank, Tacoma, Washington dated as of August 5, 2011 (1)
 
 
 
31.1
  
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
31.2
  
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
32
  
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
101*
  
The following financial information from Columbia Banking System, Inc’s. Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 is formatted in XBRL: (i) the Unaudited Consolidated Condensed Statements of Income, (ii) the Unaudited Consolidated Condensed Balance Sheets, (iii) the Unaudited Consolidated Condensed Statements of Changes in Shareholders' Equity, (iv) the Unaudited Consolidated Condensed Statements of Cash Flows, and (v) the Notes to Unaudited Consolidated Condensed Financial Statements.
 
*    Furnished herewith


(1)
Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the SEC on August 11, 2011

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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:
November 8, 2011
 
By
 
/s/ MELANIE J. DRESSEL
 
 
 
 
 
Melanie J. Dressel
 
 
 
 
 
President and Chief Executive Officer
(Principal Executive Officer)
 
 
 
 
 
 
Date:
November 8, 2011
 
By
 
/s/ GARY R. SCHMINKEY
 
 
 
 
 
Gary R. Schminkey
 
 
 
 
 
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)


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INDEX TO EXHIBITS
 
2.1
 
Purchase and Assumption Agreement - Modified Whole Bank - All Deposits, Among Federal Deposit Insurance Corporation, Receiver of Bank of Whitman, Colfax, Washington, Federal Deposit Insurance Corporation and Columbia State Bank, Tacoma, Washington dated as of August 5, 2011 (1)
 
 
 
31.1
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
31.2
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
32
 
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
101*
 
The following financial information from Columbia Banking System, Inc’s. Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 is formatted in XBRL: (i) the Unaudited Consolidated Condensed Statements of Income, (ii) the Unaudited Consolidated Condensed Balance Sheets, (iii) the Unaudited Consolidated Condensed Statements of Changes in Shareholders' Equity, (iv) the Unaudited Consolidated Condensed Statements of Cash Flows, and (v) the Notes to Unaudited Consolidated Condensed Financial Statements.

*    Furnished herewith
 

(1)
Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the SEC on August 11, 2011

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