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): July 28, 2004
Banner Corporation
(Exact name of registrant as specified in its charter)
Washington State or other jurisdiction of incorporation |
0-26584 Commission File Number |
91-1691604 (I.R.S. Employer Identification No.) |
10 S. First Avenue, Walla Walla, Washington (Address of principal executive offices) |
99362 (Zip Code) |
Registrant's telephone number (including area code) (509) 527-3636
Not Applicable
(Former name or former address, if changed since last report)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press Release of Banner Corporation dated July 28, 2004.
Item 12. Results of Operations and Financial Condition
On July 28, 2004, Banner Corporation issued its earnings release for the first quarter ended June 30, 2004. A copy of the earnings release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
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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: July 28, 2004 | By: /s/D. Michael Jones D. Michael Jones President and Chief Executive Officer |
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THE CEREGHINO GROUP CORPORATE INVESTOR RELATIONS 5333 - 15th AVE SO., SUITE 1500 SEATTLE, WA 98108 206.762.0993 www.stockvalues.com |
Contact: D. Michael Jones, |
BANNER CORPORATION REPORTS YEAR TO DATE PROFITS INCREASE 18%
FUELED BY STRONG LOAN AND DEPOSIT GROWTH
Walla Walla, WA - July 28, 2004 - Banner Corporation (Nasdaq: BANR), the parent company of Banner Bank, today reported that exceptional growth in loans and deposits contributed to an 18% increase in net income for the first six months of 2004. For the first half of the year, net income was $8.9 million, or $0.76 per diluted share, compared to $7.6 million, or $0.68 per diluted share, for the same period a year earlier. For the second quarter, net income grew 10% to $4.5 million, or $0.39 per diluted share, compared to $4.1 million, or $0.37 per diluted share, for the second quarter of 2003.
"We are continuing to focus on building a well-rounded commercial bank," said D. Michael Jones, President and Chief Executive Officer. "Our business fundamentals remain strong as our revenues, loans and deposits have steadily increased. We are also moving forward and expanding our franchise. During the most recent quarter, we purchased three branch properties and a piece of undeveloped land from a major bank that recently completed an acquisition. This facilities purchase is part of an ambitious strategy to grow deposits by expanding our retail distribution in important markets in Washington, Oregon and Idaho. These properties, located in Edmonds, Kent, Everett and Bellingham, are all part of the Puget Sound region, the most highly populated area in the Pacific Northwest with the most significant business activity. Earlier this year, we opened new offices in Hillsboro, Oregon, Walla Walla, Washington, and Boise and Twin Falls, Idaho."
Second Quarter 2004 Highlights (Compared to Second Quarter 2003)
* | Net income increased 10% to $4.5 million. |
* | Net interest income, after the provision for loan loss, increased 23% to $22.0 million. |
* | Assets grew 10% to $2.8 billion. |
* | Loans grew 15% to $1.9 billion. |
* | Revenues increased 8% to $27.5 million. |
* | Deposits grew 8% to $1.8 billion. |
* | Provision for loan losses decreased 36% to $1.5 million as asset quality continued to improve. |
Income Statement Review
Second quarter revenues (net interest income before the provision for loan losses plus other operating income) increased 8% to $27.5 million compared to $25.4 million in the second quarter of 2003. For the first half of the year, revenues increased 9% to $54.1 million compared to $49.7 million in the same period of 2003. For the quarter, net interest income before the provision for loan losses increased 17% to $23.4 million compared to $20.1 million in the second quarter of 2003. For the first half of the year, net interest income before the provision for loan losses increased 17% to $46.1 million compared to $39.5 million in the same period of 2003. Following the addition of $1.5 million to its provision for loan losses, Banner's net interest income for the quarter increased 23% to $22.0 million compared to $17.8 million in the second quarter a year ago.
Income from fees and service charges increased 12% for the second quarter and for the first six months of the year compared to the respective periods last year, as the number of new deposit accounts and balances both increased. Deposit fees and other service charges increased to $2.1 million in the second quarter compared to $1.8 million for the second quarter of 2003. Although mortgage banking operations increased from the first quarter, they declined from the second quarter a year ago when refinancing activity was at higher levels. "As refinancing activity slows, mortgage banking operations are returning to more normal levels," said Jones.
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BANR - Second Quarter Results
July 28, 2004
Page 2
For the quarter, income from mortgage banking operations, including loan servicing fees, was $1.8 million compared to $3.2 million for the second quarter of 2003. Total other operating income for the quarter was $4.1 million compared to $5.4 million for the same quarter last year, declining principally as a result of the decrease in mortgage banking operations.
Banner's net interest margin increased 8 basis points to 3.65% for the quarter ended June 30, 2004, compared to 3.57% in the second quarter of 2003, but declined by 5 basis points from the first quarter of 2004. For the first half of 2004, net interest margin increased 5 basis points to 3.67%, from 3.62% in the first half of 2003. "Our net interest margin came under pressure during the quarter as a result of slightly lower yields on both loans and investments and an apparent end to a long-term period of declining funding costs, reflecting recent changes in interest rate markets," said Jones. "We have been booking better quality loans at somewhat narrower spreads in a very competitive market. In addition, the rate floors supporting some of our loans have been pushed lower in the current low rate environment as the loans mature and renew."
Over the past year Banner has opened five branches and four lending centers. Hiring personnel to staff this expansion and increased occupancy costs have contributed to a higher level of non-interest (other) expense. Continued legal and collection costs associated with certain non-performing assets, and expenses related to compliance with the additional disclosure and attestation provisions of the Sarbanes-Oxley Act also added to operating expense in the current period. Other operating expense was $19.5 million for the quarter ended June 30, 2004, compared to $17.3 million in the second quarter of 2003. For the first half of the year, other operating expense was $38.4 million compared to $34.3 million for the first half of 2003.
Balance Sheet Review
Assets reached a record $2.8 billion at June 30, 2004, a 10% increase from $2.5 billion a year earlier. Deposits grew 8%, to $1.8 billion, compared to $1.7 billion at June 30, 2003. Book value per share increased to $18.08 at June 30, 2004, from $17.96 per share a year earlier. Tangible book value was $14.82 per share at June 30, 2004, compared to $14.59 a year earlier.
Net loans grew 15%, to $1.9 billion at June 30, 2004, from $1.7 billion a year ago. "We have seen excellent growth in the commercial and multifamily real estate area, construction and land loans, and agricultural business," said Jones. "Commercial and multifamily real estate and construction and land development loans have increased 21% from year ago levels and now represent 55% of the loan portfolio. Commercial business and agricultural lending has increased 14% over the past twelve months and now represents 26% of the total portfolio." Single family lending represents just 17% of Banner's loan portfolio.
Credit Quality
Non-performing assets were $28.9 million, or 1.05% of total assets, at June 30, 2004, a 22% reduction from $37.1 million, or 1.48% of total assets, at June 30, 2003. The loan loss provision for the second quarter was $1.5 million, which is level with the provision in the first quarter, and a 36% reduction from the $2.3 million provision for the second quarter a year ago. At June 30, 2004, the allowance for loan losses totaled $28.0 million, representing 1.47% of total loans outstanding. Net charged off loans for the first six months of 2004 were 5 basis points of average loans outstanding, a significant improvement from the first six months of the prior year when net charge-offs were 31 basis points.
Conference Call
The Company will host a conference call today, Wednesday, July 28, 2004, at 8:00 a.m. PDT, to discuss the second quarter results. The conference call can be accessed live by telephone at 303-262-2211. To listen to the call online, go to the Company's website at www.banrbank.com or to www.fulldisclosure.com. Institutional investors may access the call via the subscriber-only site, www.streetevents.com. An archived recording of the call can be accessed by dialing 303-590-3000, passcode 11003070# until Wednesday, August 4, 2004 or via the Internet at www.fulldisclosure.com.
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BANR - Second Quarter Results
July 28, 2004
Page 3
About the Company
Banner Corporation is the parent company of Banner Bank, a commercial bank which operates a total of 46 branch offices and twelve loan offices in 23 counties in Washington, Oregon and Idaho. Banner Bank 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 the Company'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, 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 and Banner's ability to successfully resolve the outstanding credit issues and/or recover check kiting losses. 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 - Second Quarter Results
July 28, 2004
Page 4
RESULTS OF OPERATIONS | Quarters Ended | 6 Months Ended | |||
(In thousands except share and per share data) | Jun 30, 2004 |
Mar 31,2004 |
Jun 30, 2003 |
Jun 30, 2004 |
Jun 30, 2003 |
INTEREST INCOME: | |||||
Loans receivable | $30,298 | $29,019 | $29,396 | $59,317 | $58,240 |
Mortgage-backed securities | 4,394 | 4,527 | 3,183 | 8,921 | 6,235 |
Securities and cash equivalents | 3,140 |
3,081 |
2,833 |
6,221 |
5,655 |
37,832 | 36,627 | 35,412 | 74,459 | 70,130 | |
INTEREST EXPENSE: | |||||
Deposits | 8,404 | 7,864 | 8,851 | 16,268 | 17,722 |
Federal Home Loan Bank advances | 4,962 | 5,125 | 5,747 | 10,087 | 11,447 |
Junior subordinated debentures / trust preferred securities |
843 |
692 |
546 |
1,535 |
1,113 |
Other borrowings | 223 |
237 |
203 |
460 |
375 |
14,432 |
13,918 |
15,347 |
28,350 |
30,657 |
|
Net interest income before provision for loan losses |
23,400 |
22,709 |
20,065 |
46,109 |
39,473 |
PROVISION FOR LOAN LOSSES | 1,450 |
1,450 |
2,250 |
2,900 |
4,500 |
Net interest income | 21,950 | 21,259 | 17,815 | 43,209 | 34,973 |
OTHER OPERATING INCOME: | |||||
Loan servicing fees | 347 | 266 | (83) | 613 | 447 |
Other fees and service charges | 2,057 | 1,843 | 1,839 | 3,900 | 3,497 |
Mortgage banking operations | 1,452 | 1,252 | 3,244 | 2,704 | 5,306 |
Gain (loss) on sale of securities | 62 | 11 | - - | 73 | 3 |
Miscellaneous | 207 |
444 |
383 |
651 |
948 |
Total other operating income | 4,125 | 3,816 | 5,383 | 7,941 | 10,201 |
OTHER OPERATING EXPENSE: | |||||
Salary and employee benefits | 13,024 | 12,103 | 11,589 | 25,127 | 22,800 |
Less capitalized loan origination costs | (1,891) | (1,487) | (1,975) | (3,378) | (3,550) |
Occupancy and equipment | 2,645 | 2,487 | 2,349 | 5,132 | 4,721 |
Information / computer data services | 1,016 | 1,026 | 868 | 2,042 | 1,706 |
Professional services | 790 | 915 | 844 | 1,705 | 1,274 |
Advertising | 1,341 | 1,108 | 801 | 2,449 | 1,667 |
Miscellaneous | 2,611 |
2,676 |
2,799 |
5,287 |
5,714 |
Total other operating expense | 19,536 |
18,828 |
17,275 |
38,364 |
34,332 |
Income before provision for income taxes | 6,539 | 6,247 | 5,923 | 12,786 | 10,842 |
PROVISION FOR INCOME TAXES | 1,991 |
1,884 |
1,802 |
3,875 |
3,292 |
NET INCOME | $4,548 | $4,363 | $4,121 | $8,911 | $7,550 |
Earnings per share | |||||
Basic | $0.41 | $0.39 | $0.38 | $0.80 | $0.70 |
Diluted | $0.39 | $0.38 | $0.37 | $0.76 | $0.68 |
Cumulative dividends declared per common share | $0.16 | $0.16 | $0.15 | $0.32 | $0.30 |
Weighted average shares outstanding | |||||
Basic | 11,140,502 | 11,051,187 | 10,805,856 | 11,095,844 | 10,796,218 |
Diluted | 11,720,499 | 11,634,105 | 11,130,330 | 11,685,980 | 11,085,621 |
Shares repurchased during the period | 11,953 | 7,729 | - - | 19,682 | - - |
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BANR - Second Quarter Results
July 28, 2004
Page 5
FINANCIAL CONDITION | ||||
(In thousands except share and per share data) | Jun 30, 2004 |
Mar 31,2004 |
Jun 30, 2003 |
Dec 31, 2003 |
ASSETS | ||||
Cash and due from banks | $ 53,699 | $ 61,894 | $ 143,945 | $ 77,298 |
Securities available for sale | 600,048 | 693,257 | 563,969 | 674,942 |
Securities held to maturity | 51,211 | 31,498 | 11,191 | 27,232 |
Federal Home Loan Bank stock | 35,387 | 35,038 | 33,814 | 34,693 |
Loans receivable: | ||||
Held for sale | 5,887 | 12,100 | 39,602 | 15,912 |
Held for portfolio | 1,903,532 | 1,784,482 | 1,624,514 | 1,711,013 |
Allowance for loan losses | (28,037) |
(26,885) |
(26,075) |
(26,060) |
1,881,382 | 1,769,697 | 1,638,041 | 1,700,865 | |
Accrued interest receivable | 14,341 | 13,889 | 14,293 | 13,410 |
Real estate owned held for sale, net | 3,564 | 2,077 | 8,691 | 2,967 |
Property and equipment, net | 32,815 | 24,779 | 20,216 | 22,818 |
Goodwill and other intangibles, net | 36,441 | 36,477 | 36,613 | 36,513 |
Deferred income tax asset, net | 7,024 | 1,335 | 1,810 | 1,941 |
Bank-owned life insurance | 34,529 | 34,143 | 32,748 | 33,669 |
Other assets | 9,629 |
8,901 |
9,368 |
8,965 |
$ 2,760,070 | $ 2,712,985 | $ 2,514,699 | $ 2,635,313 | |
LIABILITIES | ||||
Deposits: | ||||
Non-interest-bearing | $209,704 | $203,695 | $191,134 | $205,656 |
Interest-bearing | 1,622,889 |
1,546,195 |
1,501,730 |
1,465,284 |
1,832,593 | 1,749,890 | 1,692,864 | 1,670,940 | |
Borrowings: | ||||
Advances from Federal Home Loan Bank | 555,058 | 585,158 | 507,952 | 612,552 |
Junior subordinated debentures | 72,168 | 72,168 | - - | 56,703 |
Trust preferred securities | - - | - - | 40,000 | - - |
Other borrowings | 72,539 |
74,445 |
42,014 |
69,444 |
699,765 | 731,771 | 589,966 | 738,699 | |
Accrued expenses and other liabilities | 17,911 | 16,538 | 31,537 | 18,444 |
Deferred compensation | 4,739 | 4,500 | 3,728 | 4,252 |
Income taxes payable | 2,768 |
751 |
1,723 |
178 |
2,557,776 | 2,503,450 | 2,319,818 | 2,432,513 | |
STOCKHOLDERS' EQUITY | ||||
Common stock | 125,438 | 124,730 | 121,384 | 123,375 |
Retained earnings | 85,494 | 82,801 | 74,966 | 80,286 |
Accumulated other comprehensive income | (4,461) | 6,062 | 3,340 | 3,191 |
Unearned shares of common stock issued to Employee Stock Ownership Plan (ESOP) trust: at cost |
(3,628) |
(3,628) |
(4,264) |
(3,589) |
Net carrying value of stock related deferred compensation plans | (549) |
(430) |
(545) |
(463) |
202,294 |
209,535 |
194,881 |
202,800 |
|
$ 2,760,070 | $ 2,712,985 | $ 2,514,699 | $ 2,635,313 | |
Shares Issued: | ||||
Shares outstanding at end of period | 11,630,434 | 11,578,934 | 11,366,835 | 11,473,331 |
Less unearned ESOP shares at end of period | 438,985 |
438,985 |
515,707 |
434,299 |
Shares outstanding at end of period excluding unearned ESOP shares |
11,191,449 |
11,139,949 |
10,851,128 |
11,039,032 |
Book value per share (1) | $ 18.08 | $ 18.81 | $ 17.96 | $ 18.37 |
Tangible book value per share (1) | $ 14.82 | $ 15.53 | $ 14.59 | $ 15.06 |
Consolidated Tier 1 leverage capital ratio | 8.86% | 9.07% | 8.20% | 8.73% |
(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 employee stock ownership plan ( ESOP ). |
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BANR - Second Quarter Results
July 28, 2004
Page 6
ADDITIONAL FINANCIAL INFORMATION ( Dollars in thousands ) |
||||
LOANS ( including loans held for sale ): | Jun 30, 2004 |
Mar 31,2004 |
Jun 30, 2003 |
Dec 31, 2003 |
Secured by real estate: | ||||
One- to four-family | $ 287,990 | $ 279,497 | $ 299,524 | $ 275,197 |
Consumer secured by one- to four-family | 38,918 |
32,600 |
25,875 |
31,277 |
Total one to four-family | 326,908 | 312,097 | 325,399 | 306,474 |
Commercial | 506,411 | 488,137 | 407,419 | 455,964 |
Multifamily | 104,936 | 92,687 | 76,598 | 89,072 |
Construction and land | 433,611 | 407,561 | 376,385 | 398,954 |
Commercial business | 340,493 | 321,979 | 328,130 | 321,671 |
Agricultural business including secured by farmland | 160,920 | 138,501 | 113,445 | 118,903 |
Consumer | 36,140 |
35,620 |
36,740 |
35,887 |
Total loans outstanding | $1,909,419 | $1,796,582 | $1,664,116 | $1,726,925 |
NON-PERFORMING ASSETS: | Jun 30, 2004 |
Mar 31,2004 |
Jun 30, 2003 |
Dec 31, 2003 |
Loans on non-accrual status | $ 24,118 | $ 26,686 | $ 27,196 | $ 28,010 |
Loans more than 90 days delinquent, still on accrual | 1,139 |
766 |
926 |
421 |
Total non-performing loans | 25,257 | 27,452 | 28,122 | 28,431 |
Real estate owned ( REO ) / Repossessed assets | 3,613 |
2,166 |
9,018 |
3,132 |
Total non-performing assets | $ 28,870 | $ 29,618 | $ 37,140 | $ 31,563 |
Total non-performing assets / Total assets | 1.03% | 1.09% | 1.48% | 1.60% |
Quarters Ended |
6 Months Ended |
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CHANGE IN THE ALLOWANCE FOR LOAN LOSSES: |
Jun 30, 2004 |
Mar 31,2004 |
Jun 30, 2003 |
Jun 30, 2004 |
Jun 30, 2003 |
Balance, beginning of period | $ 26,885 | $ 26,060 | $ 25,551 | $ 26,060 | $ 26,539 |
Provision | 1,450 | 1,450 | 2,250 | 2,900 | 4,500 |
Recoveries of loans previously charged off: | 285 | 151 | 244 | 436 | 354 |
Loans charged-off: | (583) |
(776) |
(1,970) |
(1,359) |
(5,318) |
Net (charge-offs) recoveries | (298) |
(625) |
(1,726) |
(923) |
(4,964) |
Balance, end of period | $ 28,037 | $ 26,885 | $ 26,075 | $ 28,037 | $ 26,075 |
Net charge-offs / Average loans outstanding | 0.02% | 0.04% | 0.11% | 0.05% | 0.31% |
Allowance for loan losses/Total loans outstanding | 1.47% | 1.50% | 1.57% | 1.47% | 1.57% |
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BANR - Second Quarter Results
July 28, 2004
Page 7
ADDITIONAL FINANCIAL INFORMATION ( Dollars in thousands ) ( Rates / Ratios Annualized ) |
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Quarters Ended |
6 Months Ended |
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OPERATING PERFORMANCE: | Jun 30, 2004 |
Mar 31,2004 |
Jun 30, 2003 |
Jun 30, 2004 |
Jun 30, 2003 |
Average loans | $ 1,858,449 | $ 1,750,998 | $ 1,633,218 | $ 1,804,723 | $ 1,607,865 |
Average securities and deposits | 721,778 | 716,046 | 622,141 | 718,912 | 593,927 |
Average non-interest-earning assets | 149,293 |
163,435 |
160,455 |
156,365 |
158,950 |
Total average assets | $ 2,729,520 | $ 2,630,479 | $ 2,415,814 | $ 2,680,000 | $ 2,360,742 |
Average deposits | $ 1,776,837 | $ 1,670,509 | $ 1,598,829 | $ 1,723,673 | $ 1,552,883 |
Average borrowings | 725,047 | 732,789 | 607,483 | 728,918 | 598,053 |
Average non-interest-earning liabilities | 20,468 |
19,467 |
13,980 |
19,968 |
15,548 |
Total average liabilities | 2,522,352 | 2,422,765 | 2,220,292 | 2,472,559 | 2,166,484 |
Total average stockholders' equity | 207,168 |
207,714 |
195,522 |
207,441 |
194,258 |
Total average liabilities and equity | $ 2,729,520 | $ 2,630,479 | $ 2,415,814 | $ 2,680,000 | $ 2,360,742 |
Interest rate yield on loans | 6.56% | 6.67% | 7.22% | 6.61% | 7.30% |
Interest rate yield on securities and deposits | 4.20% |
4.27% |
3.88% |
4.24% |
4.04% |
Interest rate yield on interest-earning assets | 5.90% |
5.97% |
6.30% |
5.93% |
6.42% |
Interest rate expense on deposits | 1.90% | 1.89% | 2.22% | 1.90% | 2.30% |
Interest rate expense on borrowings | 3.34% |
3.32% |
4.29% |
3.33% |
4.36% |
Interest rate expense on interest-bearing liabilities | 2.32% |
2.33% |
2.79% |
2.32% |
2.87% |
Interest rate spread | 3.58% | 3.64% | 3.51% | 3.61% | 3.55% |
Net interest margin | 3.65% | 3.70% | 3.57% | 3.67% | 3.62% |
Other operating income / Average assets | 0.61% | 0.58% | 0.89% | 0.60% | 0.87% |
Other operating expense / Average assets | 2.88% | 2.88% | 2.87% | 2.88% | 2.93% |
Efficiency ratio ( other operating expense / revenue ) | 70.98% | 70.98% | 67.88% | 70.98% | 69.11% |
Return on average assets | 0.67% | 0.67% | 0.68% | 0.67% | 0.64% |
Return on average equity | 8.83% | 8.45% | 8.45% | 8.64% | 7.84% |
Average equity / Average assets | 7.59% | 7.90% | 8.09% | 7.74% | 8.23% |
(# # #)
Transmitted on Business Wire on Wednesday, July 28, 2004, at 5:00 a.m. PDT.
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