TACOMA, Wash., Oct. 28, 2021 /PRNewswire/ --

Notable Items for Third Quarter 2021

• Quarterly net income of $53.0 million and diluted earnings per share of $0.74
• Total loans, net of PPP loans, increased $183.2 million, or 8% annualized¹
• Strong loan production of $366.2 million
• Deposits increased $608.0 million, or 16% annualized
• Net interest margin of 3.17%, an increase of 1 basis point from the linked quarter
• Nonperforming assets to period-end assets ratio decreased to 0.13%
• Loan balances subject to deferral declined 20% from June 30, 2021

Clint Stein, President and Chief Executive Officer of Columbia Banking System, Inc. ("Columbia", "we" or "us") and Columbia Bank (the "Bank") (NASDAQ: COLB), said today upon the release of Columbia's third quarter 2021 earnings, "Third quarter performance was very good on all fronts. Our bankers worked hard to serve our clients, which directly translated into robust balance sheet growth, improved credit quality, expanding pipelines, stable noninterest income and well-controlled expenses."

Balance Sheet

Total assets at September 30, 2021 were $18.60 billion, an increase of $589.0 million from the linked quarter. Loans were $9.52 billion, down $171.7 million from June 30, 2021 as loan originations of $366.2 million were offset by loan payments. Total Paycheck Protection Program ("PPP") loans decreased from $691.9 million at June 30, 2021 to $337.0 million at September 30, 2021. The remaining PPP loans balance consisted of $53.8 million from the first round in 2020 and $283.2 million from the second round in 2021. Debt securities in total were $6.91 billion, an increase of $692.3 million from $6.21 billion at June 30, 2021. The increase was mostly a result of purchases during the quarter partially offset by principal paydowns. Total deposits at September 30, 2021 were $15.95 billion, an increase of $608.0 million from June 30, 2021 largely due to an increase in demand and other noninterest-bearing deposits. The deposit mix remained fairly consistent from June 30, 2021 with 50% noninterest-bearing and 50% interest-bearing.

Chris Merrywell, Columbia's Executive Vice President and Chief Operating Officer, stated, "We won new business during the quarter expanding both loans and deposits, with non-PPP loan and total deposit annualized growth of 8% and 16%, respectively. This success can be attributed to our bankers commitment and client-centered approach of understanding the goals of each client and the nuances of the markets where they operate."

Income Statement

Net Interest Income

Net interest income for the third quarter of 2021 was $132.5 million, an increase of $7.1 million from the linked quarter and an increase of $7.8 million from the prior-year period. The increase from the linked quarter was primarily due to higher loan interest income, which was impacted by substantial PPP loan forgiveness and payoffs, and an increase in interest income from securities mainly due to higher average balances. The increase in net interest income from the prior year period was mainly due to an increase in interest income for securities, which was due to higher average balances. For additional information regarding net interest income, see the "Net Interest Margin" section and the "Average Balances and Rates" tables.

Provision for Credit Losses

Columbia recorded no provision for credit losses for the third quarter of 2021 compared to a net provision recovery of $5.5 million for the linked quarter and a net provision of $7.4 million for the comparable quarter in 2020.

Andy McDonald, Columbia's Executive Vice President and Chief Credit Officer, commented, "We are very pleased that credit quality remained stable in spite of the COVID-19 Delta variant and other disruptions in the economy. All of our credit metrics improved, which offset any additional provision requirements from loan growth during the quarter. While we remain watchful of the impact of inflation, labor shortages and supply chain disruption on our clients' revenue streams, we are confident in the resiliency and strength of the overall loan portfolio."

Noninterest Income

Noninterest income was $24.0 million for the third quarter of 2021, an increase of $1.2 million from the linked quarter and an increase of $1.5 million from the third quarter of 2020. The increase compared to the linked quarter was due to a $750 thousand gain related to the sale of our health savings accounts to a third party recorded to other noninterest income as well as higher loan revenue. The increase in noninterest income during the third quarter of 2021 compared to the same quarter in 2020 was a result of the previously stated sale of health savings accounts as well as higher card revenue and financial services revenue partially offset by a decrease in mortgage banking due to a decrease in the mortgage pipeline and total volume of funded loans.

Noninterest Expense

Total noninterest expense for the third quarter of 2021 was $90.0 million, an increase of $5.9 million compared to the second quarter of 2021, mainly due to a increases in legal and professional fees, compensation and employee benefits expense and data processing and software. The increase in legal and professional fees is primarily due to acquisition-related professional services associated with our acquisition of Merchants Bank of Commerce. Total acquisition-related expenses for the quarter were $2.2 million. The increase in compensation and employee benefits expense was mostly attributable to higher labor costs in the second quarter of 2021 related to the origination of PPP loans. Such labor costs, rather than recognized in the period incurred, are capitalized and amortized as a reduction to interest income over the life of the loan.

Compared to the third quarter of 2020, noninterest expense increased $4.9 million, mostly attributable to increases in legal and professional fees and data processing and software expense. The increase in legal and professional fees is due to the acquisition-related professional services associated with our acquisition of Merchants Bank of Commerce.

The provision for unfunded loan commitments, a component of other noninterest expense, for the periods indicated are as follows:

Net Interest Margin

Columbia's net interest margin (tax equivalent) for the third quarter of 2021 was 3.17%, an increase of 1 basis point from the linked quarter and a decrease of 30 basis points from the prior-year period. The increase in the net interest margin (tax equivalent) compared to the linked quarter was due to an increase in loan yields, which was impacted by substantial PPP loan forgiveness and payoffs, partially offset by lower yields on securities. The average cost of total deposits for both the third and linked quarter of 2021 was 4 basis points. The decrease in the net interest margin (tax equivalent) compared to the prior-year period was driven by lower average rates on securities and a higher ratio of taxable securities to our overall interest-earning assets, which was partially offset by higher loan yields, impacted by substantial PPP loan forgiveness and payoffs. For additional information regarding net interest margin, see the "Average Balances and Rates" tables.

Columbia's operating net interest margin (tax equivalent)² was 3.16% for the third quarter of 2021, which increased 1 basis point from the linked quarter and decreased 30 basis points compared to the prior-year period. The increase in the operating net interest margin for the third quarter of 2021 compared to the linked quarter and the decrease compared to the prior-year period were due to the items noted in the preceding paragraph.

The following table highlights the yield on our PPP loans for the periods indicated:

Aaron James Deer, Columbia's Executive Vice President and Chief Financial Officer, stated, "Despite the continued pressure from the low-rate environment, our strong earning asset growth, supported by core deposit inflows, supports a solid outlook for net interest income. Moreover, as interest rates move toward more normal levels, we expect our margin to quickly benefit from new production and the repricing of existing loans."

Asset Quality

At September 30, 2021, nonperforming assets to total assets decreased to 0.13% compared to 0.14% at June 30, 2021. Total nonperforming assets increased $155 thousand from the linked quarter, primarily due to increases in commercial business and one-to-four family residential nonaccrual loans, partially offset by a decrease in agriculture nonaccrual loans.

The following table sets forth information regarding nonaccrual loans and total nonperforming assets:

 

Nonperforming assets to total loans were 0.25% at both September 30, 2021 and June 30, 2021.

The following table provides an analysis of the Company's allowance for credit losses:

The allowance for credit losses to period-end loans was 1.50% at September 30, 2021 compared to 1.48% at June 30, 2021. Excluding PPP loans, the allowance for credit losses to period-end loans³ was 1.55% at September 30, 2021 compared to 1.59% at June 30, 2021.

Loan Deferrals

The following table shows the loan balances subject to deferral for the periods indicated:

Organizational Update

On October 12, 2021, Columbia Banking System, Inc. and Umpqua Holdings Corporation jointly announced a definitive agreement to combine, creating the second largest regionally focused bank by market share on the West Coast with assets exceeding $50 billion. This partnership creates a broad network of more than 300 locations across Washington, Oregon, Idaho, California and Nevada under the Umpqua brand with wealth management services and products offered under the Columbia brand. The name of our parent company will remain Columbia Banking System, Inc. and our stock will continue to be traded under the "COLB" symbol.

This announcement follows Columbia's first expansion into the California market with the completion of its acquisition of Bank of Commerce, Holdings ("Bank of Commerce"), the parent company of Merchants Bank of Commerce on October 1, 2021.

Mr. Stein commented, "We are delighted to welcome Merchant's clients and employees to the Columbia Bank family. Furthermore, we are excited to announce the partnership between Columbia and Umpqua, which will position us as the preferred bank for businesses and families across the West. Both transactions are consistent with our community bank values and our unwavering commitment to our team members, clients and communities."

Conference Call Information

Columbia's management will discuss the third quarter 2021 financial results on a conference call scheduled for Thursday, October 28, 2021 at 10:00 a.m. Pacific Time (1:00 p.m. ET). Interested parties may join the live-streamed event by using the site: https://edge.media-server.com/mmc/p/y8vfuseb

The conference call can also be accessed on Thursday, October 28, 2021 at 10:00 a.m. Pacific Time (1:00 p.m. ET) by calling 833-301-1160; Conference ID password: 9970936.

A replay of the call will be accessible beginning Friday, October 29, 2021 using the link below: https://edge.media-server.com/mmc/p/y8vfuseb

About Columbia

Headquartered in Tacoma, Washington, Columbia Banking System, Inc. (NASDAQ: COLB) is the holding company of Columbia Bank, a Washington state-chartered full-service commercial bank with locations throughout Washington, Oregon and Idaho. The bank has been named one of Puget Sound Business Journal's "Washington's Best Workplaces," more than 10 times and was ranked #1 in Customer Satisfaction with Retail Banking in the Northwest region by J.D. Power⁴ in the 2020 U.S. Retail Banking Satisfaction Study. Columbia was named the #1 bank in the Northwest on the Forbes 2020 list of "America's Best Banks," marking nearly 10 consecutive years on the publication's list of top financial institutions.

More information about Columbia can be found on its website at www.columbiabank.com.

Note Regarding Forward-Looking Statements

This news release includes 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, descriptions of Columbia's management's expectations regarding future events and developments such as future operating results, growth in loans and deposits, continued success of Columbia's style of banking and the strength of the local economy as well as the potential effects of the COVID-19 pandemic on Columbia's business, operations, financial performance and prospects. The words "will," "believe," "expect," "intend," "should," and "anticipate" or the negative of these words or words of similar construction are intended in part to help identify forward-looking statements. Future events are difficult to predict, and the expectations described above are necessarily subject to risks and uncertainties, many of which are outside our control, that may cause actual results to differ materially and adversely. In addition to discussions about risks and uncertainties set forth from time to time in Columbia's filings with the Securities and Exchange Commission (the "SEC"), available at the SEC's website at www.sec.gov and the Company's website at www.columbiabank.com, including the "Risk Factors," "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our annual reports on Form 10-K and quarterly reports on Form 10-Q (as applicable), factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following:

• national and global 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 and maintain the quality of our earning assets;
• the markets where we operate and make loans could face challenges;
• the risks presented by the economy, which could adversely affect credit quality, collateral values, including real estate collateral, investment values, liquidity and loan originations and loan portfolio delinquency rates;
• risks related to the proposed merger with Umpqua Holdings Corporation ("Umpqua") including, among others, (i) failure to complete the merger with Umpqua or unexpected delays related to the merger or either party's inability to obtain regulatory or shareholder approvals or satisfy other closing conditions required to complete the merger, (ii) regulatory approvals resulting in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction, (iii) certain restrictions during the pendency of the proposed transaction with Umpqua that may impact the parties' ability to pursue certain business opportunities or strategic transactions, (iv) diversion of management's attention from ongoing business operations and opportunities, (v) cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (vi) the integration of each party's management, personnel and operations will not be successfully achieved or may be materially delayed or will be more costly or difficult than expected, (vii) deposit attrition, customer or employee loss and/or revenue loss as a result of the announcement of the proposed merger, (viii) expenses related to the proposed merger being greater than expected, and (ix) shareholder litigation that could prevent or delay the closing of the proposed merger or otherwise negatively impact the Company's business and operations;
• the efficiencies and enhanced financial and operating performance we expect to realize from investments in personnel, acquisitions (including the recent acquisition of Bank of Commerce Holdings ("Bank of Commerce Holdings")) and infrastructure may not be realized;
• the ability to successfully integrate Bank of Commerce, or to integrate future acquired entities;
• interest rate changes could significantly reduce net interest income and negatively affect asset yields and funding sources;
• the effect of the discontinuation or replacement of LIBOR;
• results of operations following strategic expansion, including the impact of acquired loans on our earnings, could differ from expectations;
• changes in the scope and cost of FDIC insurance and other coverages;
• changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies could materially affect our financial statements and how we report those results, and expectations and preliminary analysis relating to how such changes will affect our financial results could prove incorrect;
• changes in laws and regulations affecting our businesses, including changes in the enforcement and interpretation of such laws and regulations by applicable governmental and regulatory agencies;
• increased competition among financial institutions and nontraditional providers of financial services;
• continued consolidation in the Northwest financial services industry resulting in the creation of larger financial institutions that have greater resources could change the competitive landscape;
• the goodwill we have recorded in connection with acquisitions could become impaired, which may have an adverse impact on our earnings and capital;
• our ability to identify and address cyber-security risks, including security breaches, "denial of service attacks," "hacking" and identity theft;
• any material failure or interruption of our information and communications systems;
• inability to keep pace with technological changes;
• our ability to effectively manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk and regulatory and compliance risk;
• failure to maintain effective internal control over financial reporting or disclosure controls and procedures;
• the effect of geopolitical instability, including wars, conflicts and terrorist attacks;
• our profitability measures could be adversely affected if we are unable to effectively manage our capital;
• natural disasters, including earthquakes, tsunamis, flooding, fires and other unexpected events;
• the effect of COVID-19 and other infectious illness outbreaks that may arise in the future, which has created significant impacts and uncertainties in U.S. and global markets;
• changes in governmental policy and regulation, including measures taken in response to economic, business, political and social conditions, including with regard to COVID-19; and
• the effects of any damage to our reputation resulting from developments related to any of the items identified above.

Additional factors that could cause results to differ materially from those described above can be found in Columbia's Annual Report on Form 10-K for the year ended December 31, 2020, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2021 and June 30, 2021, which are on file with the SEC and available on Columbia's website, www.columbiabank.com, under the heading "Financial Information" and in other documents Columbia files with the SEC, and in Umpqua's Annual Report on Form 10-K for the year ended December 31, 2020 and its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2021 and June 30, 2021, which are on file with the SEC and available on Umpqua's investor relations website, www.umpquabank.com, under the heading "Financials," and in other documents Umpqua files with the SEC.

We believe the expectations reflected in our forward-looking statements are reasonable, based on information available to us on the date hereof. However, given the described uncertainties and risks, we cannot guarantee our future performance or results of operations and you should not place undue reliance on these forward-looking statements which speak only as of the date hereof. Neither Columbia nor Umpqua assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction (the "Transaction"), Columbia will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of Umpqua and Columbia and a Prospectus of Columbia, as well as other relevant documents concerning the Transaction. Certain matters in respect of the Transaction involving Umpqua and Columbia will be submitted to Umpqua's and Columbia's shareholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Umpqua and Columbia, without charge, at the SEC's website, www.sec.gov.  Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Umpqua Holdings Corporation, Attention: Andrew Ognall, One SW Columbia Street, Suite 1200, Portland, OR  97204, 503-727-4100 or to Columbia Banking System, Inc., Attention: Investor Relations, P. O. Box 2156, MS 3100, Tacoma, WA 98401-2156, 253-471-4065.

PARTICIPANTS IN THE SOLICITATION

Umpqua, Columbia, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Umpqua and Columbia in connection with the Transaction under the rules of the SEC. Information regarding Umpqua's directors and executive officers is available in Umpqua's definitive proxy statement relating to its 2021 Annual Meeting of Shareholders, which was filed with the SEC on March 5, 2021, and other documents filed by Umpqua with the SEC. Information regarding Columbia's directors and executive officers is available in Columbia's definitive proxy statement relating to its 2021 Annual Meeting of Shareholders, which was filed with the SEC on April 12, 2021, and other documents filed by Columbia with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus relating to the Transaction. Free copies of this document may be obtained as described in the preceding paragraph.

 

 

 

 

 

 

 

 

 

 

Non-GAAP Financial Measures

The Company considers its operating net interest margin (tax equivalent) and operating efficiency ratios to be useful measurements as they more closely reflect the ongoing operating performance of the Company. Despite the usefulness of the operating net interest margin (tax equivalent) and operating efficiency ratio to the Company, there are no standardized definitions for these metrics. As a result, the Company's calculations may not be comparable with those of other organizations. The Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

The following tables reconcile the Company's calculation of the operating net interest margin (tax equivalent) and operating efficiency ratio:

 

Non-GAAP Financial Measures - Continued

The Company also considers its core noninterest expense ratio to be a useful measurement as it more closely reflects the ongoing operating performance of the Company. Despite the usefulness of the core noninterest expense ratio to the Company, there is not a standardized definition for it, as a result, the Company's calculations may not be comparable with those of other organizations. The Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

The following table reconciles the Company's calculation of the core noninterest expense ratio:

 

The Company considers its pre-tax, pre-provision income to be a useful measurement in evaluating the earnings of the Company as it provides a method to assess income. Despite the usefulness of this measure to the Company, there is not a standardized definition for it. As a result, the Company's calculation may not always be comparable with those of other organizations. The Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

The following table reconciles the Company's calculation of the pre-tax, pre-provision income:

The Company considers its tangible common equity ratio and tangible book value per share ratio to be useful measurements in evaluating the capital adequacy of the Company as they provide a method to assess management's success in utilizing our tangible capital. Despite the usefulness of these ratios to the Company, there is not a standardized definition for these metrics. As a result, the Company's calculation may not always be comparable with those of other organizations. The Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

The following table reconciles the Company's calculation of the tangible common equity ratio and tangible book value per share ratio:

 

Non-GAAP Financial Measures - Continued

The Company considers its ratio of allowance for credit losses to period-end loans, excluding PPP loans, to be a useful measurement in evaluating the adequacy of the amount of allowance for credit losses to loans of the Company, as PPP loans are guaranteed by the U.S. Small Business Administration and thus do not require the same amount of reserve for credit losses as do other loans. Despite the usefulness of this ratio to the Company, there is not a standardized definition for it. As a result, the Company's calculation may not always be comparable with those of other organizations. The Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

The following table reconciles the Company's calculation of the allowance for credit losses to period-end loans, excluding PPP loans:

The Company also considers its return on average tangible common equity ratio to be a useful measurement as it evaluates the Company's ongoing ability to generate returns for its common shareholders. By removing the impact of intangible assets and their related amortization and tax effects, the performance of the business can be evaluated, whether acquired or developed internally. Despite the usefulness of this ratio to the Company, there is not a standardized definition for it. As a result, the Company's calculation may not always be comparable with those of other organizations. The Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

The following table reconciles the Company's calculation of the return on average tangible common shareholders' equity ratio:

 

 

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SOURCE Columbia Banking System