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 (Date of earliest event reported): October 25, 2007
 
 
Banner Corporation
(Exact name of registrant as specified in its charter)
 
        Washington           0-26584      91-1691604   
State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
 
10 S. First Avenue, Walla Walla, Washington   99362   
(Address of principal executive offices) (Zip Code)
 
Registrant's telephone number (including area code) (509) 527-3636
 
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
       240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
       240.13e-4(c))

<PAGE>

Item 2.02 Results of Operations and Financial Condition

        On October 25, 2007, Banner Corporation issued its earnings release for the quarter ended September 30, 2007. A copy of the earnings release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

        (c)        Exhibits

        99.1     Press Release of Banner Corporation dated October 25, 2007.

<PAGE>


 

SIGNATURES

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



BANNER CORPORATION
 
 
 
Date: October 25, 2007 By: /s/ D. Michael Jones                                  
      D. Michael Jones
      President and Chief Executive Officer

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Exhibit 99.1

 

<PAGE>

 

                                                                                                            CONTACT:  D. MICHAEL JONES,
                                                                                                                                  PRESIDENT AND CEO
                                                                                                                                  LLOYD W. BAKER, CFO
                                                                                                                                  (509) 527-3636

NEWS RELEASE

Banner Corporation Reports Third Quarter Profits of $10 Million;
Loans Increase 25% and Deposits Increase 31%

Walla Walla, WA - October 25, 2007 - Banner Corporation (NASDAQ GMS: BANR), the parent company of Banner Bank and Islanders Bank, today reported that substantial loan and deposit growth, both internal and through acquisition, as well as a substantial net change in the value of financial instruments carried at fair value, contributed to higher third quarter profits. In the quarter ended September 30, 2007, net income was $10.0 million, or $0.64 per diluted share, compared to $8.0 million, or $0.65 per diluted share, in the third quarter of 2006. For the first nine months of this year, net income increased 3% to $24.9 million, or $1.73 per diluted share, compared to $24.2 million, or $1.98 per diluted share, in the first nine months of 2006.

"Banner has posted a solid quarter following its basic banking strategy of growing high-quality earning assets funded by low-cost deposits," said D. Michael Jones, President and Chief Executive Officer. "While growth slowed in the current quarter, our larger balance sheet and expanded franchise is producing substantially more revenue than a year ago and, although this quarter was burdened with abnormally high operating expenses, primarily due to the costs of absorbing and converting systems at banks acquired in the second quarter of this year, we are confident that this strategy will deliver consistent earnings growth over time. Our continuing focus on credit quality is important to our results. Although we share others' concerns about deterioration in the national housing market, we have not engaged in any sub-prime lending and our credit quality remains acceptable. Also, during the quarter we strengthened our capital position by issuing an additional $25.8 million of trust preferred securities at pricing very favorable to Banner.

"Through our aggressive franchise expansion, we have added 18 new branches through acquisition, opened 19 new branches and relocated eight others in the last three years. Most recently, we opened branches in Tualatin, Oregon and Bellingham, Washington, and on October 10, 2007, we closed our acquisition of NCW Community Bank of Wenatchee, Washington. NCW Community Bank had approximately $99 million in assets, $91 million in total loans and $89 million in deposit balances at September 30, 2007. We have three additional branches scheduled to open this year; however, we are rapidly reaching a size in terms of number of branches that will generate deposit growth sufficient to fund our expected loan growth and pay off FHLB borrowings. As a result, we anticipate that we will slow down our de novo branch expansion program to a more moderate pace beginning in 2008."

In the third quarter, Banner's net income included net gains of $3.1 million ($2.0 million after tax) as a result of changes in the valuation of financial instruments carried at fair value in accordance with the adoption of Statement of Financial Accounting Standards (SFAS) No. 159 and SFAS No. 157. Excluding fair value adjustments, third quarter net income from recurring operations was $8.0 million, or $0.51 per diluted share, compared to $8.0 million, or $0.65 per diluted share in the third quarter of 2006. For the first nine months of 2007, excluding fair value adjustments as well as the insurance recovery received in the second quarter of 2006, net income increased 13% to $23.4 million, or $1.62 per diluted share, compared to $20.7 million, or $1.70 per diluted share, in the first nine months of 2006. See the footnote below and "Pro Forma Disclosures Excluding Fair Value Adjustments and 2006 Insurance Recovery."

Third Quarter 2007 Highlights (compared to third quarter 2006)

*Earnings information excluding the fair value adjustments and the insurance recovery (net income from recurring operations) represent non-GAAP (Generally Accepted Accounting Principles) financial measures. Management has presented these non-GAAP financial measures in this earnings release because it believes that they provide more useful and comparative information to assess trends in the Company's core operations reflected in the current quarter and year-to-date results. Where applicable, the Company has also presented comparable earnings information using GAAP financial measures.

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BANR - Third Quarter 2007 Results
October 25, 2007
Page 2

Credit Quality

"Asset quality remains an important focus for us and we place a strong emphasis on maintaining our credit standards in a highly competitive market," Jones said. "We apply a disciplined approach in monitoring for signs of loan quality deterioration. While our local economies remain strong and Banner Bank has not engaged in any sub-prime lending, we have seen an increase in non-performing loans. This increase was not unexpected, however, and net charge-offs have remained low and our reserve levels appropriate." Banner added $1.5 million to its provision for loan losses in the third quarter, compared to $1.0 million in the third quarter a year ago. The allowance for loan losses at quarter-end totaled $44.2 million, representing 1.22% of total loans outstanding. Non-performing assets were $23.2 million, or 0.54% of total assets, at September 30, 2007, compared to $14.9 million, or 0.35% of total assets at June 30, 2007 and $12.4 million, or 0.36% of total assets, at September 30, 2006. Banner's net charge-offs in the third quarter totaled $536,000.

Income Statement Review

"Despite the recent decrease in the Prime Rate, our net interest margin was essentially unchanged from the previous quarter and, reflecting an improved asset/liability mix, was eleven basis points higher than the same quarter a year ago," said Jones. "While there is currently pressure on asset yields, we expect our net interest margin to remain stable during the next few quarters as we benefit from the improved funding base generated by our branch growth and acquisition initiatives. We also believe the Northwest economy, although slowing slightly, will continue to afford us good growth opportunities." Banner's net interest margin was 4.10% for the third quarter of 2007, compared to 4.11% in the proceeding quarter and 3.99% for the quarter ended September 30, 2006. Funding costs for the quarter ended September 30, 2007 decreased six basis points compared to the previous quarter and decreased four basis points from the third quarter a year earlier, while asset yields decreased five basis points from the prior linked quarter but increased six basis points from the comparable quarter a year ago.

In the third quarter, net interest income before the provision for loan losses increased 25% to $40.7 million, compared to $32.7 million in the same quarter a year ago, reflecting the Company's larger earning asset base. Year-to-date, net interest income before the provision for loan losses increased 18% to $111.0 million, compared to $93.8 million for the first nine months of 2006. Banner's net interest margin for the nine months year-to-date was 4.06%, compared to 4.11% for the first nine months of 2006.

Revenues (net interest income before the provision for loan losses plus other operating income) excluding fair value adjustments increased 26% to $48.1 million in the third quarter, from $38.1 million in the third quarter last year. Revenues increased 20% to $130.5 million, excluding fair value adjustments, in the first nine months of 2007, compared to $108.7 million in the same period a year ago.

Total other operating income, excluding fair value adjustments, for the third quarter increased 37% to $7.5 million, compared to $5.4 million for the same quarter a year ago. For the first nine months of 2007, total other operating income increased 30% to $19.5 million, excluding fair value adjustments, compared to $14.9 million in the first nine months of 2006. Income from deposit fees and other service charges increased 56% to $4.8 million in the third quarter, compared to $3.0 million for the same period in 2006. Income from mortgage banking operations increased 2% from the third quarter of 2006 and was essentially equal to the prior quarter, reflecting similar levels of production despite the slowing housing markets. Net fair value adjustments as a result of changes in the value of financial assets and liabilities recorded at fair value under SFAS No. 159 resulted in an increase of $3.1 million for the quarter ended September 30, 2007 and an increase of $2.4 million for the first nine months of 2007.

"During the third quarter we completed our data processing conversion of the F&M Bank platform and incurred one time costs associated with the conversion in the amount of approximately $700,000," said Jones. "In addition, the new and acquired branches have increased expenses over the quarter and year-to-date. However, they are proving to be very successful in helping us reach new customers and grow deposits, and over time they will add to our profitability by providing low-cost core deposits to fund our loan growth." Other operating expenses increased to $34.8 million in the third quarter of 2007, compared to $25.3 million in the third quarter a year ago, reflecting both new branches and the acquisitions of F&M Bank and Islanders Bank. "While not yet reflected in third quarter results, we are making good progress toward implementing the cost savings and revenue enhancement strategies anticipated with respect to the F&M Bank and Islanders Bank acquisitions," added Jones. "As a result, we believe our ratio of recurring operating expenses to average assets will decline in future periods."

The efficiency ratio was 68.05% (72.38% excluding fair value adjustments) in the quarter ended September 30, 2007, compared to 66.50% a year earlier. For the first nine months of 2007, the efficiency ratio was 69.43% (70.69% excluding fair value adjustments), compared to 63.04% (67.96% excluding the insurance recovery) for the first nine months of 2006.

Banner Corporation elected early adoption of SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, and SFAS No. 157, Fair Value Measurements, effective January 1, 2007. SFAS No. 159, which was issued in February 2007, generally permits the measurement of selected eligible financial instruments at fair value at specified election dates. SFAS No. 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles (GAAP), and

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BANR - Third Quarter 2007 Results
October 25, 2007
Page 3

expands disclosures about fair value measurement. The Company made this election to allow it more flexibility with respect to the management of its investment securities, wholesale borrowings and interest rate risk position in future periods.

Upon adoption of SFAS No.159, the Company selected fair value measurement for all of its "available for sale" investment securities, Federal Home Loan Bank advances and junior subordinated debentures, which had fair values of approximately $226.2 million, $176.8 million and $124.4 million, respectively, on January 1, 2007. The initial fair value measurement of these instruments resulted in a $3.5 million adjustment for the cumulative effect, net of tax, as a result of the change in accounting, which was recorded as a reduction in retained earnings as of January 1, 2007, and which under SFAS No. 159 has not been recognized in current earnings. While the adjustment to retained earnings is permanent, approximately $2.6 million of the amount was previously reported as accumulated other comprehensive loss at December 31, 2006, so the reduction in total shareholders' equity was only $897,000 on January 1, 2007. Following the initial election, changes in the value of financial instruments recorded at fair value are recognized as gains or losses in earnings in subsequent financial reporting periods. As a result of the adoption of SFAS No. 159 and changes in the fair value measurement of the financial assets and liabilities noted above, the Company recorded a net gain of $1.2 million ($755,000 after tax) in the quarter ended March 31, 2007, a net loss of $1.9 million ($1.2 million after tax) in the quarter ended June 30, 2007, and a net gain of $3.1 million ($2.0 million after-tax) in the quarter ended September 30, 2007, resulting in a cumulative net gain of $2.4 million ($1.5 million after tax) for the nine-month period.

Balance Sheet Review

"Loan growth was somewhat disappointing during the third quarter, as we have continued to be perhaps overly cautious in our underwriting and experienced some meaningful payoffs in portions of our real estate loan portfolio," said Jones. "In addition, we experienced the beginning of the seasonal declines in agricultural loan balances as well as residential mortgage loans held for sale. Commercial business and consumer loans, on the other hand, continued to grow, reflecting the still vibrant Northwest economy." Net loans increased 25% (18% from acquisitions) to $3.58 billion at September 30, 2007 compared to $2.87 billion a year earlier.

Total deposits increased 31% (17% from acquisitions) to $3.60 billion at September 30, 2007, compared to $2.74 billion at September 30, 2006. Non-interest-bearing accounts increased 45% and total transaction and savings accounts increased 52% during the twelve months ending September 30, 2007, while certificates of deposit increased 17%. "We continue to be successful in increasing the number of transaction and savings accounts; however, as loan growth slowed during the quarter, we chose not to renew approximately $31 million of maturing brokered certificates of deposit and bid less aggressively for public funds certificates, resulting in a $46 million decline in those deposit balances," said Jones. "Excluding these discretionary sources, our retail deposits increased by nearly $83 million compared to the prior quarter and we are optimistic that our expanded branch network will deliver continued deposit growth and related fee income."

FHLB borrowings declined substantially to $24.6 million at September 30, 2007, compared to $213.9 million at September 30, 2006 as a result of Banner's asset/liability management strategies, which resulted in strong deposit growth and declining securities balances. Banner reduced its securities portfolio 27% to $212.2 million at September 30, 2007, from $290.5 million a year earlier, through sales, maturities and principal prepayments. This reduction occurred despite the addition of $33.0 million of securities held by the two acquired banks on the effective closing date. Nonetheless, the Company's liquidity position remained strong, including an increase of $37.9 million of interest-earning cash balances at September 30, 2007 compared to the same date a year earlier.

During the quarter ended September 30, 2007, the Company's capital position was enhanced by the issuance of $25.8 million of junior subordinated debentures (trust preferred securities) at an initial rate of 6.74% with quarterly adjustments based on a 138 basis point spread to three-month LIBOR. During the second quarter of 2007, the Company had called and repaid $25.8 million of junior subordinated debentures (trust preferred securities), which carried an interest rate of 9.09% for the six months immediately preceding the call date and adjustments based on a 370 basis point spread to six-month LIBOR.

During the quarter ended June 30, 2007, the Company issued 2,592,611 shares of common stock in connection with the acquisitions of F&M Bank and San Juan Financial Holding Company (Islanders Bank), resulting in $113.2 million of additional equity. The acquisitions also resulted in an increase of $93.5 million of goodwill and other intangibles. The Company has also issued shares through its Dividend Reinvestment and Stock Purchase Plan and in connection with the exercise of vested stock options. This stock issuance, combined with the changes in retained earnings as a result of operations and the effects of fair value accounting, net of quarterly dividend distributions, resulted in a 71% increase in shareholders' equity for the quarter ended September 30, 2007 compared to September 30, 2006. At September 30, 2007, shareholder's equity was $413.6 million compared to $241.7 million at September 30, 2006. A year ago Banner had 12.0 million shares outstanding, but as a result of the two acquisitions and the stock issuance noted above, it had 15.6 million shares outstanding as of September 30, 2007 and, following the NCW Community Bank acquisition, it now has 15.9 million shares outstanding.

Assets increased 25% to $4.30 billion at September 30, 2007, compared to $3.45 billion a year earlier. Book value per share increased to $26.54 at September 30, 2007, from $20.15 a year earlier, and tangible book value per share was $19.30 at quarter-end, compared to $17.12 a year earlier.

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BANR - Third Quarter 2007 Results
October 25, 2007
Page 4

Conference Call

Banner will host a conference call on Friday, October 26, 2007, at 8:00 a.m. PT, to discuss third quarter results. The conference call can be accessed live by telephone at 303-262-2140. To listen to the call online, go to the Company's website at www.bannerbank.com. An archived recording of the call can be accessed by dialing 303-590-3000, passcode 11098880# until Friday, November 2, 2007, or via the Internet at www.bannkerbank.com.

About the Company

Banner Corporation is a $4.3 billion bank holding company operating two commercial banks in Washington, Oregon and Idaho. Banner serves the Pacific Northwest region with a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans. Visit Banner Bank on the Web at www.bannerbank.com.

Statements concerning future performance, developments or events, expectations for earnings, growth and market forecasts, and any other guidance on future periods, constitute forward-looking statements, which are subject to a number of risks and uncertainties that are beyond Banner's control and might cause actual results to differ materially from the expectations and stated objectives. Factors which could cause actual results to differ materially include, but are not limited to, regional and general economic conditions, management's ability to generate continued improvement in asset quality and profitability, changes in interest rates, deposit flows, demand for mortgages and other loans, real estate values, competition, loan delinquency rates, the successful operation of the newly-opened branches and loan offices, the ability to successfully complete consolidation and conversion activities, incorporate acquisitions into operations, retain key employees and achieve cost savings, changes in accounting principles, practices, policies or guidelines, changes in legislation or regulation, other economic, competitive, governmental, regulatory and technological factors affecting operations, pricing, products and services, Banner's ability to successfully resolve outstanding credit issues and other risks detailed in Banner's reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2006. Accordingly, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. Banner undertakes no responsibility to update or revise any forward-looking statements.

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BANR - Third Quarter 2007 Results
October 25, 2007
Page 5

RESULTS OF OPERATIONS

Quarters Ended

Nine Months Ended

( In thousands except share and per share data )

Sep 30, 2007

Jun 30, 2007

Sep 30, 2006

Sep 30, 2007

Sep 30, 2006

INTEREST INCOME:

Loans receivable

$

75,668

$

71,047

$

60,933

$

208,543

$

165,147

Mortgage-backed securities

1,343

1,535

1,921

4,653

6,015

Securities and cash equivalents

2,199

1,829

2,046

5,871

5,658

79,210

74,411

64,900

219,067

176,820

INTEREST EXPENSE:

Deposits

35,341

32,378

24,661

95,329

62,920

Federal Home Loan Bank advances

292

1,164

4,392

3,733

11,659

Other borrowings

730

790

1,112

2,448

2,576

Junior subordinated debentures

2,177

1,969

2,074

6,600

5,875

38,540

36,301

32,239

108,110

83,030

Net interest income before provision for loan losses

40,670

38,110

32,661

110,957

93,790

 

PROVISION FOR LOAN LOSSES

1,500

1,400

1,000

3,900

4,500

Net interest income

39,170

36,710

31,661

107,057

89,290

OTHER OPERATING INCOME:

Deposit fees and other service charges

4,750

4,090

3,036

11,803

8,419

Mortgage banking operations

1,782

1,808

1,744

4,945

4,350

Loan servicing fees

457

373

315

1,205

1,039

Miscellaneous

483

592

276

1,536

1,065

7,472

6,863

5,371

19,489

14,873

Gain (loss) on sale of securities

- -

- -

65

- -

65

Increase (decrease) in valuation of financial instruments carried at
  fair value

3,062

(1,877)

- -

2,365

- -

Total other operating income

10,534

4,986

5,436

21,854

14,938

OTHER OPERATING EXPENSE:

Salary and employee benefits

20,431

19,635

16,705

56,534

48,747

Less capitalized loan origination costs

(2,455)

(3,175)

(2,956)

(8,224)

(8,776)

Occupancy and equipment

5,484

5,106

3,927

14,942

11,659

Information / computer data services

2,031

1,767

1,193

5,167

3,778

Miscellaneous

9,355

7,966

6,467

23,797

18,487

34,846

31,299

25,336

92,216

73,895

Insurance recovery, net proceeds

- -

- -

- -

- -

(5,350)

FHLB prepayment penalties

- -

- -

- -

- -

- -

Total other operating expense

34,846

31,299

25,336

92,216

68,545

Income before provision for income taxes

14,858

10,397

11,761

36,695

35,683

PROVISION FOR INCOME TAXES

4,871

3,286

3,752

11,784

11,527

NET INCOME

$

9,987

$

7,111

$

8,009

$

24,911

$

24,156

Earnings per share

Basic

$

0.64

$

0.49

$

0.67

$

1.76

$

2.03

Diluted

$

0.64

$

0.48

$

0.65

$

1.73

$

1.98

Cumulative dividends declared per common share

$

0.19

$

0.19

$

0.18

$

0.57

$

0.54

Weighted average shares outstanding

Basic

15,497,193

14,519,669

11,963,637

14,124,607

11,879,126

Diluted

15,720,248

14,791,195

12,293,444

14,399,211

12,205,568

Shares repurchased during the period

700

2,624

- -

11,310

63,422

Shares issued in connection with acquisitions

- -

2,592,611

- -

2,592,611

- -

Shares issued in connection with exercise of stock options or DRIP

141,281

110,820

30,136

925,496

280,660


PRO FORMA DISCLOSURES EXCLUDING THE EFFECTS OF THE CHANGE IN THE VALUATION OF
  FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE AND THE 2006 INSURANCE RECOVERY

NET INCOME from above

$

9,987

$

7,111

$

8,009

$

24,911

$

24,156

ADJUSTMENTS FOR CHANGE IN VALUATION OF

FINANCIAL INSTRUMENTS AND THE 2006 INSURANCE RECOVERY

Change in valuation of financial instruments carried at fair
  value

(3,062)

1,877

- -

(2,365)

- -

2006 insurance recovery

- -

- -

- -

- -

(5,350)

Income tax provision (benefit) related to above items

1,102

(676)

- -

851

1,926

Above items, net of income tax provision (benefit)

(1,960)

1,201

- -

(1,514)

(3,424)

NET INCOME FROM RECURRING OPERATIONS

$

8,027

$

8,312

$

8,009

$

23,397

$

20,732

 

Earnings per share EXCLUDING the effects of change in valuation of
  financial instruments carried at fair value and the 2006 insurance recovery

Basic

$

0.52

$

0.57

$

0.67

$

1.66

$

1.75

Diluted

$

0.51

$

0.56

$

0.65

$

1.62

$

1.70

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BANR - Third Quarter 2007 Results
October 25, 2007
Page 6

FINANCIAL CONDITION

( In thousands except share and per share data )

Sep 30, 2007

Jun 30, 2007

Sep 30, 2006

Dec 31, 2006

ASSETS

Cash and due from banks

$

83,933

$

81,366

$

58,742

$

68,317

Federal funds and interest-bearing deposits

62,628

25,437

24,696

5,068

Securities -trading

158,932

182,969

- -

- -

Securities -available for sale

- -

- -

242,243

226,153

Securities -held to maturity

53,259

48,196

48,304

47,872

Federal Home Loan Bank stock

37,291

37,291

35,844

35,844

Loans receivable:

Held for sale

4,121

8,178

7,135

5,080

Held for portfolio

3,617,130

3,610,174

2,895,104

2,960,910

Allowance for loan losses

(44,212)

(43,248)

(35,160)

(35,535)

3,577,039

3,575,104

2,867,079

2,930,455

Accrued interest receivable

26,376

24,885

21,332

23,272

Real estate owned held for sale, net

3,072

1,700

1,319

918

Property and equipment, net

95,816

87,327

54,297

58,003

Goodwill and other intangibles, net

128,868

129,126

36,295

36,287

Deferred income tax asset, net

3,660

4,764

7,164

7,533

Bank-owned life insurance

51,024

50,441

38,114

38,527

Other assets

18,463

20,443

17,611

17,317

$

4,300,361

$

4,269,049

$

3,453,040

$

3,495,566

LIABILITIES

Deposits:

Non-interest-bearing

$

473,571

$

455,628

$

327,093

$

332,372

Interest-bearing transaction and savings accounts

1,299,232

1,307,680

857,354

905,746

Interest-bearing certificates

1,825,096

1,829,473

1,559,904

1,556,474

3,597,899

3,592,781

2,744,351

2,794,592

Advances from Federal Home Loan Bank

- -

- -

213,930

177,430

Advances from Federal Home Loan Bank at fair value

24,577

33,826

- -

- -

Customer repurchase agreements and other borrowings

78,511

71,926

110,670

103,184

 

Junior subordinated debentures

- -

- -

97,942

123,716

Junior subordinated debentures at fair value

122,220

98,419

- -

- -

 

Accrued expenses and other liabilities

47,577

51,792

35,932

36,888

Deferred compensation

10,830

10,497

7,005

7,025

Income taxes payable

5,163

7,501

1,490

2,504

3,886,777

3,866,742

3,211,320

3,245,339

STOCKHOLDERS' EQUITY

Common stock

282,636

278,447

132,887

135,149

Retained earnings

133,278

126,249

114,479

120,206

Accumulated other comprehensive income ( loss )

(189)

(202)

(2,816)

(2,852)

Unearned shares of common stock issued to Employee Stock

Ownership Plan ( ESOP ) trust: at cost

(1,987)

(1,987)

(2,494)

(1,987)

Net carrying value of stock related deferred compensation plans

(154)

(200)

(336)

(289)

413,584

402,307

241,720

250,227

$

4,300,361

$

4,269,049

$

3,453,040

$

3,495,566

Shares Issued:

Shares outstanding at end of period

15,821,067

15,680,486

12,299,714

12,314,270

Less unearned ESOP shares at end of period

240,381

240,381

301,786

240,381

Shares outstanding at end of period excluding unearned ESOP shares

15,580,686

15,440,105

11,997,928

12,073,889

Book value per share (1)

$

26.54

$

26.06

$

20.15

$

20.72

Tangible book value per share (1) (2)

$

19.30

$

18.78

$

17.12

$

17.72

Consolidated Tier 1 leverage capital ratio

9.82%

9.66%

8.49%

8.76%

(1)

- Calculation is based on number of shares outstanding at the end of the period rather than weighted average shares

outstanding and excludes unallocated shares in the ESOP.

(2)

- Tangible book value excludes goodwill

(more)

<PAGE>

BANR - Third Quarter 2007 Results
October 25, 2007
Page 7

ADDITIONAL FINANCIAL INFORMATION

( Dollars in thousands )

 

Sep 30, 2007

Jun 30, 2007

Sep 30, 2006

Dec 31, 2006

LOANS ( including loans held for sale ):

Commercial real estate

$

811,816

$

811,072

$

584,832

$

596,488

Multifamily real estate

170,316

174,315

146,094

147,311

Commercial construction

84,176

87,821

94,231

98,224

Multifamily construction

41,814

35,552

49,986

39,908

One- to four-family construction

624,280

654,558

550,285

570,501

Land and land development

463,514

457,264

371,626

402,665

Commercial business

630,827

595,250

469,293

467,745

Agricultural business including secured by farmland

178,158

181,505

169,349

163,518

One- to four-family real estate

424,122

445,585

349,808

361,625

Consumer

192,228

175,430

116,735

118,005

Total loans outstanding

$

3,621,251

$

3,618,352

$

2,902,239

$

2,965,990

NON-PERFORMING ASSETS:

Sep 30, 2007

Jun 30, 2007

Sep 30, 2006

Dec 31, 2006

Loans on non-accrual status

$

19,788

$

12,984

$

10,153

$

13,463

Loans more than 90 days delinquent, still on accrual

79

193

853

593

Total non-performing loans

19,867

13,177

11,006

14,056

Real estate owned ( REO ) / Repossessed assets

3,294

1,712

1,352

918

Total non-performing assets

$

23,161

$

14,889

$

12,358

$

14,974

Total non-performing assets / Total assets

0.54%

0.35%

0.36%

0.43%

 

Quarters Ended

Nine Months Ended

CHANGE IN THE

Sep 30, 2007

Jun 30, 2007

Sep 30, 2006

Sep 30, 2007

Sep 30, 2006

ALLOWANCE FOR LOAN LOSSES:

 

Balance, beginning of period

$

43,248

$

36,299

$

33,618

$

35,535

$

30,898

Acquisitions / ( divestitures )

- -

5,957

- -

5,957

- -

Provision

1,500

1,400

1,000

3,900

4,500

 

Recoveries of loans previously charged off

469

231

1,219

1,364

1,544

Loans charged-off

(1,005)

(639)

(677)

(2,544)

(1,782)

Net ( charge-offs ) recoveries

(536)

(408)

542

(1,180)

(238)

Balance, end of period

$

44,212

$

43,248

$

35,160

$

44,212

$

35,160

Net charge-offs (recoveries) / Average loans outstanding

0.01%

0.01%

(0.02%)

0.04%

0.01%

Allowance for loan losses / Total loans outstanding

1.22%

1.20%

1.21%

1.22%

1.21%

 

DEPOSITS

Sep 30, 2007

Jun 30, 2007

Sep 30, 2006

Dec 31, 2006

 

Non-interest-bearing

$

473,571

$

455,628

$

327,093

$

332,372

 

Interest-bearing checking

438,974

461,749

311,056

327,836

Regular savings accounts

602,190

570,117

306,822

364,957

Money market accounts

258,068

275,814

239,476

212,953

 

Interest-bearing transaction & savings accounts

1,299,232

1,307,680

857,354

905,746

 

Three-month maturity money market certificates

167,025

176,107

184,871

178,981

Other certificates

1,658,071

1,653,366

1,375,033

1,377,493

 

Interest-bearing certificates

1,825,096

1,829,473

1,559,904

1,556,474

 

Total deposits

$

3,597,899

$

3,592,781

$

2,744,351

$

2,794,592

Included in other borrowings

 

Customer repurchase agreements / "Sweep accounts"

$

78,511

$

69,726

$

83,357

$

76,825

(more)

<PAGE>

BANR - Third Quarter 2007 Results
October 25, 2007
Page 8

ADDITIONAL FINANCIAL INFORMATION

( Dollars in thousands )

( Rates / Ratios Annualized )

Quarters Ended

Nine Months Ended

OPERATING PERFORMANCE:

Sep 30, 2007

Jun 30, 2007

Sep 30, 2006

Sep 30, 2007

Sep 30, 2006

 

Average loans

$

3,626,541

$

3,413,095

$

2,899,848

$

3,343,901

$

2,706,181

Average securities and deposits

313,325

302,971

350,121

312,903

347,217

Average non-interest-earning assets

346,762

286,725

192,822

277,587

191,653

 

Total average assets

$

4,286,628

$

4,002,791

$

3,442,791

$

3,934,391

$

3,245,051

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average deposits

$

3,593,722

$

3,302,750

$

2,622,215

$

3,232,959

$

2,464,352

Average borrowings

221,837

278,366

537,877

297,294

510,412

Average non-interest-earning liabilities

62,054

60,413

42,551

57,029

36,455

 

Total average liabilities

3,877,613

3,641,529

3,202,643

3,587,282

3,011,219

 

Total average stockholders' equity

409,015

361,262

240,148

347,109

233,832

 

 

 

 

 

 

Total average liabilities and equity

$

4,286,628

$

4,002,791

$

3,442,791

$

3,934,391

$

3,245,051

Interest rate yield on loans

8.28%

8.35%

8.34%

8.34%

8.16%

Interest rate yield on securities and deposits

4.48%

4.45%

4.50%

4.50%

4.49%

 

Interest rate yield on interest-earning assets

7.98%

8.03%

7.92%

8.01%

7.74%

Interest rate expense on deposits

3.90%

3.93%

3.73%

3.94%

3.41%

Interest rate expense on borrowings

5.72%

5.65%

5.59%

5.75%

5.27%

 

Interest rate expense on interest-bearing liabilities

4.01%

4.07%

4.05%

4.09%

3.73%

Interest rate spread

3.97%

3.96%

3.87%

3.92%

4.01%

Net interest margin

4.10%

4.11%

3.99%

4.06%

4.11%

Other operating income / Average assets

0.97%

0.50%

0.63%

0.74%

0.62%

 

Other operating expense / Average assets

3.23%

3.14%

2.92%

3.13%

2.82%

 

Efficiency ratio ( other operating expense / revenue )

68.05%

72.63%

66.50%

69.43%

63.04%

 

Return on average assets

0.92%

0.71%

0.92%

0.85%

1.00%

 

Return on average equity

9.69%

7.90%

13.23%

9.60%

13.81%

 

Return on average tangible equity (1)

13.36%

10.29%

15.59%

12.43%

16.35%

 

Average equity / Average assets

9.54%

9.03%

6.98%

8.82%

7.21%

(1) - Average tangible equity excludes goodwill


Operating performance for the periods presented excluding the effects of change in

valuation of financial instruments carried at fair value and the 2006 insurance recovery.

Other operating income (loss) EXCLUDING change in valuation of

financial instruments carried at fair value / Average assets

0.69%

0.69%

0.63%

0.66%

0.62%

 

Other operating expense EXCLUDING the 2006 insurance

recovery / Average assets

3.23%

3.14%

2.92%

3.13%

3.04%

 

Efficiency ratio ( other operating expense / revenue ) EXCLUDING

change in valuation of financial instruments carried at fair value and the 2006 insurance recovery

72.38%

69.60%

66.50%

70.69%

67.96%

 

Return on average assets EXCLUDING change in valuation of financial

instruments carried at fair value and the 2006 insurance recovery

0.74%

0.83%

0.92%

0.80%

0.85%

 

Return on average equity EXCLUDING change in valuation of financial

instruments carried at fair value and the 2006 insurance recovery

7.79%

9.23%

13.23%

9.01%

11.85%

 

Return on average tangible equity EXCLUDING change in valuation of

financial instruments carried at fair value and the 2006 insurance recovery

10.73%

12.03%

15.59%

11.67%

14.03%

<PAGE>