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SECURITIES
AND
EXCHANGE COMMISSION FORM 10-Q (MARK ONE) |
| |X| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended: June 30, 2002 |
| | | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from______ to______ Commission file number: 0-23322 CASCADE BANCORP
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| Oregon (State or other jurisdiction of incorporation or organization) |
93-1034484 (I.R.S. Employer Identification No.) |
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1100 NW Wall Street (541) 385-6205 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No | | APPLICABLE ONLY TO CORPORATE ISSUERSIndicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. 12,490,967 shares of no par value Common Stock on August 2, 2002. |
CASCADE
BANCORP & SUBSIDIARIES
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| PART I: FINANCIAL INFORMATION | Page |
| Condensed Consolidated
Balance Sheets as of June 30, 2002 and December 31, 2001 |
3 |
| Condensed Consolidated
Statements of Income for the six months and three months ended June 30, 2002 and 2001 |
4 |
| Condensed Consolidated
Statements of Changes in Stockholders Equity for the six months ended June 30, 2002 and 2001 |
5 |
| Condensed Consolidated
Statements of Cash Flows for the six months ended June 30, 2002 and 2001 |
6 |
| Notes to Condensed Consolidated Financial Statements | 7 |
| Managements
Discussion and Analysis of Financial Condition and Results of Operations |
12 |
| PART II: OTHER INFORMATION |
| Item 4. | Submission of Matters to a Vote of Security Holders | 15 |
| Item 6. | Exhibits and Reports on Form 8-K | 15 |
| Signatures | 16 |
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2 |
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Cascade
Bancorp & Subsidiaries |
| ASSETS | 2002 |
2001 | |||
|---|---|---|---|---|---|
| Cash and cash equivalents: | |||||
| Cash and due from banks | $ 18,534,450 | $ 21,439,301 | |||
| Federal funds sold | 2,000,000 | | |||
| Total cash and cash equivalents | 20,534,450 | 21,439,301 | |||
| Investment securities available-for-sale | 25,070,856 | 24,942,532 | |||
| Investment securities held-to-maturity | 2,897,314 | 2,987,454 | |||
| Loans, net | 459,533,856 | 415,149,887 | |||
| Premises and equipment, net | 9,125,464 | 9,289,825 | |||
| Accrued interest and other assets | 15,316,892 | 14,944,113 | |||
| Total assets | $532,478,832 | $488,753,112 | |||
| LIABILITIES & STOCKHOLDERS EQUITY | |||||
| Liabilities: | |||||
| Deposits: | |||||
| Demand | $175,808,437 | $162,675,615 | |||
| Interest bearing demand | 190,157,330 | 175,388,609 | |||
| Savings | 22,073,840 | 18,252,631 | |||
| Time | 64,259,023 | 68,940,774 | |||
| Total deposits | 452,298,630 | 425,257,629 | |||
| Short term borrowings | 28,448,445 | 15,350,000 | |||
| Accrued interest and other liabilities | 5,485,564 | 6,465,413 | |||
| Total liabilities | 486,232,639 | 447,073,042 | |||
| Stockholders equity: | |||||
| Common stock, no par value; | |||||
| 20,000,000 shares authorized; | |||||
| 12,481,954 issued and outstanding (12,411,490 in 2001) | 18,103,579 | 17,859,283 | |||
| Retained earnings | 27,556,017 | 23,701,571 | |||
| Accumulated other comprehensive income | 586,597 | 119,216 | |||
| Total stockholders equity | 46,246,193 | 41,680,070 | |||
| Total liabilities and stockholders equity | $532,478,832 | $488,753,112 | |||
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See accompanying notes. 3 |
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Cascade
Bancorp & Subsidiaries |
| Six months ended June 30, |
Three months ended June 30, |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2002 |
2001 |
2002 |
2001 | ||||||||
| Interest income: | |||||||||||
| Interest and fees on loans | $ 17,800,560 | $ 18,341,679 | $ 9,119,857 | $ 9,360,077 | |||||||
| Taxable interest on investments | 590,080 | 688,535 | 291,760 | 370,594 | |||||||
| Nontaxable interest on investments | 19,707 | 18,769 | 10,024 | 11,109 | |||||||
| Interest on federal funds sold | 3,268 | 26,855 | 392 | 7,293 | |||||||
| Total interest income | 18,413,615 | 19,075,838 | 9,422,033 | 9,749,073 | |||||||
| Interest expense: | |||||||||||
| Deposits: | |||||||||||
| Interest bearing demand | 1,160,247 | 2,491,601 | 588,572 | 1,159,657 | |||||||
| Savings | 72,959 | 162,290 | 38,390 | 75,086 | |||||||
| Time | 970,487 | 1,940,490 | 456,086 | 946,631 | |||||||
| Other borrowings | 255,397 | 649,489 | 129,192 | 310,447 | |||||||
| Total interest expense | 2,459,090 | 5,243,870 | 1,212,240 | 2,491,821 | |||||||
| Net interest income | 15,954,525 | 13,831,968 | 8,209,793 | 7,257,252 | |||||||
| Loan loss provision | 1,830,000 | 1,715,000 | 900,000 | 1,000,000 | |||||||
| Net interest income after loan loss provision | 14,124,525 | 12,116,968 | 7,309,793 | 6,257,252 | |||||||
| Noninterest income: | |||||||||||
| Service charges on deposit accounts | 2,089,486 | 1,429,628 | 1,082,972 | 726,047 | |||||||
| Mortgage loan origination and processing fees | 1,237,304 | 973,183 | 513,674 | 646,965 | |||||||
| Gains on sales of mortgage loans, net | 317,990 | 121,641 | 204,178 | 56,865 | |||||||
| Mortgage loan servicing fees (net of | |||||||||||
| amortization of mortgage servicing rights) | (72,974 | ) | (93,630 | ) | (26,437 | ) | (79,978 | ) | |||
| Losses on sale of investment securities available-for-sale | | (27,532 | ) | | (27,532 | ) | |||||
| Other income | 1,201,842 | 1,065,337 | 618,612 | 538,538 | |||||||
| Total noninterest income | 4,773,648 | 3,468,627 | 2,392,999 | 1,860,905 | |||||||
| Noninterest expense: | |||||||||||
| Salaries and employee benefits | 5,997,619 | 5,324,084 | 3,069,988 | 2,687,558 | |||||||
| Net occupancy and equipment | 1,143,449 | 1,054,641 | 572,870 | 531,124 | |||||||
| Other expenses | 2,993,809 | 2,702,575 | 1,399,751 | 1,479,328 | |||||||
| Total noninterest expense | 10,134,877 | 9,081,300 | 5,042,609 | 4,698,010 | |||||||
| Income before income taxes | 8,763,296 | 6,504,295 | 4,660,183 | 3,420,147 | |||||||
| Provision for income taxes | 3,414,379 | 2,533,733 | 1,816,920 | 1,330,829 | |||||||
| Net income | $ 5,348,917 | $ 3,970,562 | $ 2,843,263 | $ 2,089,318 | |||||||
| Basic net income per common share | $ 0.43 | $ 0.32 | $ 0.23 | $ 0.17 | |||||||
| Diluted net income per common share | $ 0.42 | $ 0.31 | $ 0.22 | $ 0.17 | |||||||
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See accompanying notes. 4 |
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Cascade
Bancorp & Subsidiaries |
| Comprehensive Income |
Common stock |
Retained earnings |
Accumulated other comprehensive income (loss) |
Total stockholders equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2000 |
$17,768,806 | $ 17,583,393 | $(370,746 | ) | $ 34,981,453 | ||||||
| Comprehensive Income: | |||||||||||
| Net Income | $3,970,562 | | 3,970,562 | | 3,970,562 | ||||||
| Other comprehensive income, net of tax: | |||||||||||
| Unrealized gains on | |||||||||||
| securities available- for-sale | 501,574 | | | 501,574 | 501,574 | ||||||
| Reclassification
adjustment for net losses on sale of securities included in net income | 16,800 | | | 16,800 | 16,800 | ||||||
| Comprehensive income | $4,488,936 | ||||||||||
| Cash dividends paid | | (1,239,842 | ) | | (1,239,842 | ) | |||||
| Stock options exercised (31,770 shares) | 47,158 | | | 47,158 | |||||||
| Balance at June 30, 2001 | $17,815,964 | $ 20,314,113 | $ 147,628 | $ 38,277,705 | |||||||
| Balance at December 31, 2001 | $17,859,283 | $ 23,701,571 | $ 119,216 | $ 41,680,070 | |||||||
| Comprehensive Income: | |||||||||||
| Net Income | $5,348,917 | | 5,348,917 | | 5,348,917 | ||||||
| Other comprehensive income, net of tax: | |||||||||||
| Unrealized gains on securities available- for-sale | 467,381 | | | 467,381 | 467,381 | ||||||
| Comprehensive income | $5,816,298 | ||||||||||
| Cash dividends paid | | (1,494,471 | ) | | (1,494,471 | ) | |||||
| Stock options exercised (70,464 shares) |
244,296 | | | 244,296 | |||||||
| Balance at June 30, 2002 | $18,103,579 | $ 27,556,017 | $ 586,597 | $ 46,246,193 | |||||||
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See accompanying notes. 5 |
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Cascade
Bancorp & Subsidiaries |
| 2002 |
2001 | ||||
|---|---|---|---|---|---|
| Net cash provided by operating activities | $ 5,503,368 | $ 3,003,751 | |||
| Investing activities: | |||||
| Proceeds from maturities and calls of investment securities | |||||
| available-for-sale | 6,899,321 | 10,222,890 | |||
| Purchases of investment securities available-for-sale | (6,301,289 | ) | (8,420,015 | ) | |
| Purchases of investment securities held-to-maturity | (61,200 | ) | (788,735 | ) | |
| Proceeds from sale of investment securities available-for-sale | | 450,000 | |||
| Proceeds from maturities and calls of investment securities | |||||
| held-to-maturity | 149,304 | 428,787 | |||
| Net increase in loans | (45,895,979 | ) | (50,652,784 | ) | |
| Purchases of premises and equipment, net | (87,647 | ) | (906,472 | ) | |
| Net cash used in investing activities | (45,297,490 | ) | (49,666,329 | ) | |
| Financing activities: | |||||
| Net increase in deposits | 27,041,001 | 60,336,175 | |||
| Cash dividends | (1,494,471 | ) | (1,239,842 | ) | |
| Proceeds from issuance of stock | 244,296 | 47,158 | |||
| Net increase (decrease) in other borrowings | 13,098,445 | (10,500,000 | ) | ||
| Net cash provided by financing activities | 38,889,271 | 48,643,491 | |||
| Net increase (decrease) in cash and cash equivalents | (904,851 | ) | 1,980,913 | ||
| Cash and cash equivalents at beginning of period | 21,439,301 | 21,774,520 | |||
| Cash and cash equivalents at end of period | $ 20,534,450 | $ 23,755,433 | |||
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See accompanying notes. 6 |
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Cascade
Bancorp & Subsidiaries 1. Basis of PresentationThe accompanying interim condensed consolidated financial statements include the accounts of Cascade Bancorp (Bancorp), a financial holding company, and its wholly-owned subsidiaries, Bank of the Cascades (the Bank) and Cascade Bancorp Financial Services, Inc. (presently inactive) (collectively, the Company). All significant intercompany accounts and transactions have been eliminated in consolidation. The interim condensed consolidated financial statements are prepared by the Company without audit and in conformity with generally accepted accounting principles in the United States for interim financial statements. Accordingly, certain financial information and footnotes have been omitted or condensed. In the opinion of management, the condensed consolidated financial statements include all necessary adjustments (which are of a normal and recurring nature) for the fair presentation of the results of the interim periods presented. In preparing the condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheets and income and expenses for the periods. Actual results could differ from those estimates. The balance sheet data as of December 31, 2001 was derived from audited financial statements, but does not include all disclosures contained in the Companys 2001 Annual Report to Shareholders. The interim condensed consolidated financial statements should be read in conjunction with the December 31, 2001 consolidated financial statements, including the notes thereto, included in the Companys 2001 Annual Report to Shareholders. Certain amounts for 2001 have been reclassified to conform with the 2002 presentation. 2. Investment SecuritiesInvestment securities at June 30, 2002 and December 31, 2001 consisted of the following: |
| June 30, 2002 |
Amortized cost |
Gross unrealized gains |
Gross unrealized losses |
Estimated fair value | |||||
|---|---|---|---|---|---|---|---|---|---|
| Available-for-sale | |||||||||
| Mortgage-backed securities | $18,302,200 | $ 310,752 | $ 5,754 | $18,607,198 | |||||
| U.S. Government and agency | |||||||||
| securities | 4,000,000 | 77,155 | | 4,077,155 | |||||
| Equity securities | 1,502,843 | 564,628 | 5,443 | 2,062,028 | |||||
| Mutual Fund | 319,690 | 4,785 | | 324,475 | |||||
| $24,124,733 | $ 957,320 | $ 11,197 | $25,070,856 | ||||||
| Held-to-maturity | |||||||||
| Obligations of state and | |||||||||
| political subdivisions | $ 791,014 | $ 32,918 | $ | $ 823,932 | |||||
| FHLB stock | 2,106,300 | | | 2,106,300 | |||||
| $ 2,897,314 | $ 32,918 | $ | $ 2,930,232 | ||||||
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7 |
2. Investment Securities (cont.) |
| December 31, 2001 |
Amortized cost |
Gross unrealized gains |
Gross unrealized losses |
Estimated fair value | |||||
|---|---|---|---|---|---|---|---|---|---|
| Available-for-sale | |||||||||
| Mortgage-backed securities | $ 20,934,965 | $ 209,936 | $ 211,070 | $ 20,933,831 | |||||
| U.S. Treasury securities | 1,999,753 | 21,647 | | 2,021,400 | |||||
| Equity securities | 1,502,843 | 184,380 | 11,487 | 1,675,736 | |||||
| Mutual Fund | 312,262 | | 697 | 311,565 | |||||
| $ 24,749,823 | $ 415,963 | $ 223,254 | $ 24,942,532 | ||||||
| Held-to-maturity | |||||||||
| Obligations of state and | |||||||||
| political subdivisions | $ 942,354 | $ 30,121 | $ 56 | $ 972,419 | |||||
| FHLB stock | 2,045,100 | | | 2,045,100 | |||||
| $ 2,987,454 | $ 30,121 | $ 56 | $ 3,017,519 | ||||||
3. Lending, Credit Management, and Non-Performing AssetsThe composition of the loan portfolio at June 30, 2002 and December 31, 2001 was as follows: |
| 2002 |
% of gross loans |
2001 |
% of gross loans | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Commercial | $ 100,182,761 | 21 | % | $ 74,498,179 | 18 | % | |||
| Real Estate: | |||||||||
| Construction/lot | 108,171,651 | 23 | % | 97,429,888 | 23 | % | |||
| Mortgage | 30,381,771 | 6 | % | 35,723,396 | 8 | % | |||
| Commercial | 178,874,334 | 38 | % | 165,205,878 | 39 | % | |||
| Consumer | 50,957,498 | 11 | % | 50,314,875 | 12 | % | |||
| Loans, gross | 468,568,015 | 100 | % | 423,172,216 | 100 | % | |||
| Less: | |||||||||
| Reserve for loan losses | 7,394,095 | 6,555,256 | |||||||
| Deferred loan fees | 1,640,064 | 1,467,073 | |||||||
| 9,034,159 | 8,022,329 | ||||||||
| Loans, net | $ 459,533,856 | $ 415,149,887 | |||||||
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Mortgage real estate loans include mortgage loans held for sale of approximately $2,725,000 at June 30, 2002 and approximately $4,319,000 at December 31, 2001. The Company has a comprehensive risk management process to underwrite, monitor and manage credit risk in lending. The Company Loan Policy details specific underwriting guidelines, portfolio limitations, and approval practices in the origination of loans. The underwriting process relies on historical and prospective cash flow analysis augmented by collateral assessment, credit bureau information, as well as business plan assessment. Ongoing loan portfolio monitoring is performed by a centralized credit administration function including review and testing of compliance to loan policies and procedures. In addition, internal and external examiners periodically sample and test certain credit files. Certain specific types of risks are associated with different types of loans. Due to the nature of the Companys customer base and the growth experienced in the Companys market area, real estate is frequently a material component of collateral for the Companys loans. Risks associated with real estate loans include fluctuating land values, national, regional and local economic conditions, changes in tax policies, and a concentration of loans within the Companys market area. The Companys real estate loan portfolio includes commercial real estate loans, as well as construction loans for residential and commercial development, as well as construction and permanent loans for owner occupied residential housing. The expected source of repayment of these loans is generally the operations of the borrowers business, or the obligors personal income. Management believes that real estate collateral provides an additional measure of security. Approximately two-thirds of commercial real estate loans consist of loans made to owner-occupied users of the property, which mitigates, but does not eliminate, commercial real estate risk. With respect to residential construction, the Company generally lends funds to customers that have been pre-qualified for long term financing and who are using experienced contractors acceptable to the Company. 8 |
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Risk of nonpayment exists with respect to all loans, which could result in the classification of such loans as non-performing. The following table presents information with respect to non-performing assets at June 30, 2002 and December 31, 2001 (dollars in thousands): |
| 2002 |
2001 | ||||
|---|---|---|---|---|---|
| Loans on non-accrual status | $1,493 | $2,430 | |||
| Loans past due 90 days or more | |||||
| but not on non-accrual status | 20 | 56 | |||
| Other real estate owned | | | |||
| Total non-performing assets | $1,513 | $2,486 | |||
| Percentage of non-performing assets | |||||
| to total assets | 0.28 | % | 0.51 | % | |
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2001 non-performing assets included a single term commercial real estate credit that became non-performing in the first quarter of 2001 in the amount of $1.8 million. At June 30, 2002, non-performing assets decreased to .28% of total assets primarily due to trustee sale of several properties related to that credit, with recovery proceeds applied to the carrying value. Management believes that the remaining net carrying value of this and other non-performing assets are adequately secured. The accrual of interest on a loan is discontinued when, in managements judgment, the future collectibility of principal or interest is in doubt. Loans placed on non-accrual status may or may not be contractually past due at the time of such determination, and may or may not be secured. When a loan is placed on non-accrual status, it is the Banks policy to reverse, and charge against current income, interest previously accrued but uncollected. Interest subsequently collected on such loans is credited to loan principal if, in the opinion of management, full collectibility of principal is doubtful. Interest income that was reversed and charged against income for the six months ended June 30, 2002 was approximately $72,000 (including $35,000 on the above mentioned single term credit) and was approximately $262,000 (including $109,000 on the above mentioned single term credit) for the six months ended June 30, 2001. At June 30, 2002, except as discussed above, there were no potential material problem loans where known information about possible credit problems of the borrower caused management to have serious doubts as to the ability of such borrower to comply with the present loan repayment terms. 4. Reserve for Loan LossesThe reserve for loan losses represents managements recognition of the assumed and present risks of extending credit and the possible inability or failure of the obligors to make repayment. The reserve is maintained at a level considered adequate to provide for loan losses based on managements assessment of a variety of current factors affecting the loan portfolio. Such factors include loss experience, review of problem loans, current economic conditions, and an overall evaluation of the quality, risk characteristics and concentration of loans in the portfolio. The reserve is increased by provisions charged to operations and reduced by loans charged-off, net of recoveries. No assurance can be given that in any particular period loan losses could be sustained that are sizable in relation to the amount reserved, or that changing economic factors or other environmental conditions could cause increases in the loan loss provision. 9 |
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Transactions in the reserve for loan losses for the six months ended June 30, 2002 and 2001 were as follows: |
| 2002 |
2001 | ||||
|---|---|---|---|---|---|
| Balance at beginning of period | $ 6,555,256 | $ 5,020,212 | |||
| Provision charged to operations | 1,830,000 | 1,715,000 | |||
| Recoveries | < | ||||