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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(MARK ONE)


|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2002


|   | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from______ to______

Commission file number: 0-23322

CASCADE BANCORP
(Exact name of Registrant as specified in its charter)


Oregon
(State or other jurisdiction of
incorporation or organization)
93-1034484
(I.R.S. Employer Identification No.)

1100 NW Wall Street
Bend, Oregon 97701
(Address of principal executive offices)
(Zip Code)

(541) 385-6205
(Registrant’s telephone number, including area code)


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 ISSUERS

Indicate the number of shares outstanding of each of the issuer’s 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
FORM 10-Q
QUARTERLY REPORT
JUNE 30, 2002

INDEX


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

Management’s 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

2






Cascade Bancorp & Subsidiaries
Condensed Consolidated Balance Sheets
June 30, 2002 and December 31, 2001

(Unaudited)


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  



See accompanying notes.

3






Cascade Bancorp & Subsidiaries
Condensed Consolidated Statements of Income
Six Months and Three Months ended June 30, 2002 and 2001

(Unaudited)


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  





See accompanying notes.

4






Cascade Bancorp & Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders’ Equity
Six Months Ended June 30, 2002 and 2001

(Unaudited)


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  





See accompanying notes.

5






Cascade Bancorp & Subsidiaries
Condensed Consolidated Statements of Cash Flows
Six Months ended June 30, 2002 and 2001

(Unaudited)


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  



See accompanying notes.

6






Cascade Bancorp & Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 2002

(Unaudited)

1. Basis of Presentation

     The 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 Company’s 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 Company’s 2001 Annual Report to Shareholders.

     Certain amounts for 2001 have been reclassified to conform with the 2002 presentation.

2. Investment Securities

     Investment 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  





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 Assets

     The 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    



     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 Company’s customer base and the growth experienced in the Company’s market area, real estate is frequently a material component of collateral for the Company’s 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 Company’s market area. The Company’s 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 borrower’s business, or the obligor’s 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





     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 %

     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 management’s 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 Bank’s 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 Losses

     The reserve for loan losses represents management’s 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 management’s 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





     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 <