<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of report: October 24, 1997
Columbia Banking System, Inc.
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(Exact name of registrant as specified in its charter)
Washington
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(State or other jurisdiction of incorporation)
0-20288 91-1422237
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(Commission File Number) (IRS Employer Identification No.)
1102 Broadway Plaza
Tacoma, WA 98402
(Address of principal executive offices) (Zip Code)
(253) 305-1900
Registrant's telephone number, including area code
<PAGE>
FORM 8-K
COLUMBIA BANKING SYSTEM, INC.
Tacoma, Washington
October 24, 1997
Item 5. Other Events
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On October 23, 1997, Columbia Banking System, Inc. ("CBSI") announced that
its Chairman and Chief Executive Offcier, Mr. A.G. Espe, is in serious
condition at Swedish Hospital, Seattle, Washington, and that Mr. W.W. Philip,
CBSI's President and Chief Operating Officer, has assumed the position of
Vice Chairman in Mr. Espe's absence.
Also, on October 23, 1997, CBSI announced its third quarter earnings.
Copies of CBSI's News Releases containing these announcements are attached
as exhibits to this report.
Item 7. Financial Statements and Exhibits
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(a) Financial statements - not applicable.
(b) Pro forma financial information - not applicable.
(c) Exhibits:
(20) News releases issued by Columbia Banking System, Inc.
dated October 23, 1997.
-2-
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
COLUMBIA BANKING SYSTEM, INC.
(Registrant)
Date: October 24, 1997 By: /s/ W.W. Philip
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W.W. Philip, President and
Chief Operating Officer
-3-
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Exhibit (20)
<PAGE>
( Columbia Banking System
letterhead appears hear)
FOR IMMEDIATE RELEASE
---------------------
October 23, 1997
Contacts: W. W. Philip, President, (253)305-1993
Kristen Kopay, Corporate Communications, (253)305-1965
COLUMBIA BANKING SYSTEM CHAIRMAN A. G. ESPE
IN SERIOUS CONDITION AT SWEDISH HOSPITAL
TACOMA, Washington---A. G. Espe, Chairman of the Board and Chief Executive
Officer of Columbia Banking System, Inc., is in serious condition at Swedish
Hospital, the Company said today.
Mr. Espe was diagnosed with lung cancer in late 1996, with a prognosis for a
good recovery. He has been undergoing treatment since that time and was
responding well.
His condition has significantly worsened. He was admitted to the hospital
due to complications from the ongoing treatments and it was discovered that
the cancer had spread. Mr. Espe is continuing to undergo chemotherapy.
Mr. W. W. Philip, President and Chief Executive Officer of Columbia Bank was
appointed by the Company's Board of Directors yesterday to assume the duties
of Chairman of the Company in Mr. Espe's absence, as well as continuing his
duties as Chief Operating Officer of the Company. The lending and retail
banking functions of the Bank continue under the leadership of Executive Vice
Presidents Hal Russell and Melanie Dressel, respectively.
Columbia Banking System (Nasdaq: COLB) is a Tacoma, Washington-based bank
holding company which operates Columbia Bank, a state-chartered full-service
commercial bank with 18 branch offices in Pierce, King and Cowlitz counties.
###
<PAGE>
( Columbia Banking System
letterhead appears hear)
FOR IMMEDIATE RELEASE
----------------------
October 23, 1997
Contacts: W. W. Philip, President, (253)305-1993
Kristen Kopay, Corporate Communications, (253)305-1965
COLUMBIA BANKING SYSTEM REPORTS THIRD QUARTER RESULTS:
RECORD EARNINGS AND STRONG OVERALL PERFORMANCE
TACOMA, Washington---Columbia Banking System, Inc. (Nasdaq: COLB) today
announced strong third quarter results with record earnings and solid balance
sheet growth. Net income for the third quarter of 1997 was $1.9 million, or
$0.34 per share, compared with $483,000, or $0.12 per share, for the third
quarter of 1996. Net income for the nine months ended September 30, 1997 was
$4.8 million, or $0.85 per share, compared with $2.3 million, or $0.61 per
share, for the same period in 1996.
During 1996, the Company had no federal income tax provision for the three
months and nine months ended September 30 due to utilization of net operating
loss carryforwards. Additionally, during the third quarter of last year,
federal legislation designed to recapitalize the Savings Association
Insurance Fund ("SAIF") of the FDIC resulted in a one-time charge to Columbia's
third quarter 1996 earnings of $612,000. On a comparable fully taxed basis,
net income for the third quarter of 1997 increased to $1.9 million from
$723,000 in 1996, excluding the SAIF assessment. Using the same basis for
comparison, net income for the nine months ended September 30, 1997, more
than doubled to $4.8 million from $1.9 million.
Columbia Banking System's total assets reached $710.3 million at September 30,
1997, an increase of 21% over $588.9 million at December 31, 1996. Strong
third quarter loan demand resulted in portfolio growth of 27%, to $565.5
million at September 30, 1997, from $446.1 million at year-end 1996.
Nonperforming assets are currently 0.11% of total assets. Deposits totaled
$601.5 million at the end of the third quarter, up 22% from $493.2 million
at December 31, 1996.
During the third quarter, the Company made announcements regarding the
pending acquisitions of Cascade Community Bank, a wholly owned subsidiary of
Cascade Bancorp, Inc., and Bank of Fife. Cascade Community Bank, with
approximately $87 million in total assets at June 30, 1997, operates three
branches in the Auburn/Kent Valley of south King County. Bank of Fife
operates one banking office in downtown Fife (Pierce County), with assets
totaling approximately $33 million at June 30, 1997. Both of these
transactions are scheduled to close during the fourth quarter of 1997.
The Cascade and Fife transactions will be Columbia's first bank acquisitions.
Going forward, the Company will continue to carry out its expansion strategy
through a combination of internal growth and acquisitions.
"All of the Company's growth experienced thus far has been the result of
internal expansion efforts," noted W. W. Philip, President and Chief Executive
Officer of Columbia Bank. "With our upcoming acquisitions, Columbia Bank's
branch network will total 22 offices in 3 counties by year-end, allowing for
a significant jump in market share in new markets. Also by that time,
construction will be nearing completion on 2 more offices in Tacoma. Our
ongoing plans are to focus simultaneously on establishing the Bank's presence
in new markets while strengthening our presence in existing ones."
Columbia Banking System is a Tacoma, Washington-based bank holding company
which operates Columbia Bank, a state-chartered full-service commercial bank
with 18 branch offices in Pierce, King and Cowlitz counties.
###
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CONSOLIDATED STATEMENTS OF OPERATIONS
Columbia Banking System, Inc.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
(in thousands except per share) 1997 1996 1997 1996
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Income
Loans $12,730 $ 9,275 $34,694 $26,218
Securities available for sale 773 491 2,228 1,317
Deposits with banks 198 275 807 603
- -----------------------------------------------------------------------------
Total interest income 13,701 10,041 37,729 28,138
Interest Expense
Deposits 5,334 4,230 15,010 11,823
Federal Home Loan Bank advances 509 526 1,337 1,410
Other borrowings 24 149
- -----------------------------------------------------------------------------
Total interest expense 5,843 4,780 16,347 13,382
Net Interest Income 7,858 5,261 21,382 14,756
Provision for loan losses 499 330 2,105 1,090
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Net interest income after
provision for loan losses 7,359 4,931 19,277 13,666
Noninterest Income
Service charges and other fees 818 611 2,464 1,759
Mortgage banking 224 152 519 460
Gains on sale of loans 1,035
Credit card fees and other 772 627 2,121 1,644
- -----------------------------------------------------------------------------
Total noninterest income 1,814 1,390 6,139 3,863
Noninterest Expense
Compensation and employee benefits 2,927 2,205 8,199 5,832
Occupancy 786 889 2,586 2,505
Professional Services 135 146 360 424
Advertising and promotion 256 209 758 583
Printing and supplies 129 102 429 294
Regulatory premiums and assessments 48 130 134 314
Data processing 350 211 886 574
Gains on, and net cost of,
real estate owned (2) 82
Other 1,710 1,334 5,068 4,068
SAIF special assessment 612 612
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Total noninterest expense 6,339 5,838 18,502 15,206
Income before income taxes 2,834 483 6,914 2,323
Provision for income taxes 908 2,102
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Net Income $ 1,926 $ 483 $ 4,812 $ 2,323
=============================================================================
Per share (on average shares outstanding):
Net Income $ 0.34 $ 0.12 $ 0.85 $ 0.61
Fully diluted net income 0.34 0.12 0.85 0.61
Average number of common and common
equivalent shares outstanding 5,703 3,884 5,668 3,786
Fully diluted average common and common
equivalent shares oustanding 5,703 3,884 5,697 3,786
See accompanying notes to consolidated financial statements.
</TABLE>
2
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CONSOLIDATED BALANCE SHEETS
Columbia Banking System, Inc.
<TABLE>
<CAPTION>
September 30, December 31,
(in thousands) 1997 1996
- -----------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and due from banks $ 38,993 $ 32,092
Interest-earning deposits with banks 23,734 38,086
Securities available for sale:
U.S. Treasury & Government Agencies 38,540 30,481
Mortgage-backed 9,216 10,760
FHLB stock 4,540 4,248
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Total securities available for sale 52,296 45,489
Loans held for sale 4,790 11,341
Loans 565,498 446,095
Less: allowance for loan losses 5,625 4,504
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Loans, net 559,873 441,591
Interest Receivable 4,276 3,347
Premises and equipment, net 20,439 15,250
Real estate owned 301 40
Other 5,626 1,680
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Total Assets $710,328 $588,916
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Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing $116,963 $ 83,983
Interest-bearing 484,541 409,239
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Total Deposits 601,504 493,222
Federal Home Loan Bank advances 37,000 32,000
Other liabilities 7,478 4,734
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Total liabilities 645,982 529,956
Shareholders' equity:
Preferred stock (no par value)
Authorized, 2,000,000 shares;
None outstanding
September 30, December 31,
Common stock (no par value) 1997 1996
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<S> <C> <C>
Authorized shares 11,000 10,000
Issued and outstanding 5,511 5,185 60,975 56,340
Retained Earnings 3,365 2,694
Unrealized losses on securities
available for sale, net of tax 6 (74)
- -----------------------------------------------------------------------------
Total shareholders' equity 64,346 58,960
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Total Liabilities and Shareholders' Equity $710,328 $588,916
=============================================================================
</TABLE>
<PAGE>
Columbia Banking System, Inc.
Financial Statistics
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION> Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
--------- --------- --------- ---------
Earnings: <C> <C> <C> <C>
Net interest income $ 7,858 $ 5,261 $ 21,382 $ 14,756
Provision for loan losses 499 330 2,105 1,090
SAIF special assessment 612 612
Net income * 1,926 483 4,812 2,323
Per share:
Net income 0.34 0.12 0.85 0.61
Averages:
Total assets 677,119 505,602 632,228 467,424
Earning assets 623,909 474,380 584,365 437,503
Loans 559,735 421,009 516,183 392,590
Deposits 569,753 428,622 532,826 394,924
Shareholders' equity 63,861 35,543 62,002 33,501
Financial Ratios:
Return on average assets 1.13 % 0.38 % 1.02 % 0.66 %
Return on average equity 11.97 5.39 10.38 9.24
Net interest margin 5.00 4.40 4.89 4.49
Average equity to average assets 9.43 7.03 9.81 7.17
September 30, September 30, December 31,
1997 1996 1996
----------- ------------ -----------
Period-end: <C> <C> <C>
Total assets $ 710,328 $ 530,854 $ 588,916
Loans 565,498 431,772 446,095
Allowance for loan losses 5,625 4,348 4,504
Deposits 601,504 454,500 493,222
Shareholders' equity 64,346 36,876 58,960
Book value per share 11.68 9.47 10.83
Nonperforming assets:
Nonaccrual loans 492 1,379 2,227
Restructured loans 22 152 25
Real estate owned 301 0 40
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Total nonperforming assets $ 815 $ 1,531 $ 2,292
============ ========== ===========
Nonperforming assets to
period-end assets: 0.11 % 0.29 % 0.39 %
</TABLE>
* During 1996, the Company benefited from utilization of its net operating
loss carryforwards for federal income tax purposes. Therefore, the Company
had no federal income tax provision for the first nine months of 1996. Had
earnings been fully taxed, net income for the three and nine months ended
September 30, 1996, would have been $319,000 and $1.5 million, respectively.
