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


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

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

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

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

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

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Item 2.02 Results of Operations and Financial Condition

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

Item 9.01 Financial Statements and Exhibits

        (c)         Exhibits

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

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SIGNATURES

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

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

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Exhibit 99.1

<PAGE>

  Contact:   D. Michael Jones,
                  President and CEO
                  Lloyd W. Baker, CFO
                  (509) 527-3636
  News Release    

BANNER CORPORATION REPORTS SECOND QUARTER PROFITS OF $7.1 MILLION;
LOANS INCREASE 28% AND DEPOSITS INCREASE 39%

Walla Walla, WA - July 25, 2007 - Banner Corporation (NASDAQ GMS: BANR), the parent company of Banner Bank, today reported that substantial loan and deposit growth, both internal and through acquisition, contributed to second quarter profits. In the second quarter of 2007, net income was $7.1 million, or $0.48 per diluted share. In the second quarter a year ago, following a $3.4 million after-tax recovery from an insurance settlement, Banner earned $9.4 million, or $0.77 per diluted share. For the first six months of this year, net income totaled $14.9 million, or $1.09 per diluted share, compared to $16.1 million, or $1.33 per diluted share, in the first six months of 2006.

In the quarter ended June 30, 2007, Banner's net income included net charges of $1.9 million ($1.2 million after tax) as a result of changes in the valuation of financial instruments carried at fair value in accordance with the adoption of Statement of Financial Accounting Standards (SFAS) No. 159 and SFAS No. 157. Excluding fair value adjustments and the insurance recovery, second quarter net income from recurring operations increased 40% to $8.3 million, or $0.56 per diluted share, compared to $5.9 million, or $0.49 per diluted share in the second quarter of 2006. For the first six months of 2007, excluding fair value adjustments and the insurance recovery, net income increased 21% to $15.4 million, or $1.12 per diluted share, compared to $12.7 million, or $1.05 per diluted share, in the first half of 2006. See footnote below and "Pro Forma Disclosures Excluding Fair Value Adjustments and 2006 Insurance Recovery."

In June 2006, Banner announced that it had reached a $5.5 million insurance settlement relating to a loss incurred in 2001. The net amount of the settlement, after costs, resulted in a $5.4 million credit to other operating expense and contributed approximately $3.4 million, or $0.28 per share, to second quarter 2006 earnings. Excluding this insurance settlement, net income from recurring operations was $5.9 million and $12.7 million, respectively, for the quarter and six months ended June 30, 2006.

"Our second quarter and year-to-date profits are a direct result of the sustained growth in our balance sheet," said D. Michael Jones, President and Chief Executive Officer. "Reflecting strong internal growth and acquisitions we have increased loans 28% (18% from acquisitions) and deposits 39% (18% from acquisitions) during the twelve months ended June 30, 2007. As a result of our aggressive franchise expansion, we have added 16 new branches through acquisition, opened 17 new branches and relocated six others in less than three years. Most recently, we opened branches in Beaverton, Oregon and Bellingham, Washington, and on May 1, 2007, we closed our acquisitions of F&M Bank and San Juan Financial Holding Company. F&M Bank had $433 million in assets, $389 million in total loans and $348 million in deposit balances at closing. On the same date, San Juan Financial Holding Company had $160 million in assets, $118 million in total loans and $124 million in deposit balances. In addition to these two acquisitions, we also entered into a definitive merger agreement to acquire NCW Community Bank of Wenatchee, Washington, on June 27, 2007. NCW Community Bank had approximately $100 million in assets, $89 million in total loans and $91 million in deposit balances at June 30, 2007. We anticipate closing this most recent proposed acquisition during the fourth quarter of 2007, subject to regulatory approval and the approval of the shareholders of NCW Community Bank. We are rapidly reaching a size in terms of number of branches that will generate deposit growth sufficient to fund our expected loan growth and payoff FHLB borrowings. When this occurs, we will decelerate our de novo branch expansion program to a more moderate pace."

Second Quarter 2007 Highlights (compared to second quarter 2006)

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

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BANR - Second Quarter 2007 Results
July 25, 2007
Page 2

Income Statement Review

"We have actively managed our assets and liabilities over the past two years to enhance our net interest margin. While our margin expansion in the second quarter is due in part to our acquisitions, it also reflects continuing changes in our asset and liability mix," said Jones. "We expect our net interest margin to remain stable during the next few quarters. We also believe the Northwest economy will continue to be strong and will afford us good growth opportunities." Banner's net interest margin was 4.11% for the second quarter of 2007, compared to 3.94% in the quarter ended March 31, 2007, and 4.11% for the quarter ended June 30, 2006. Funding costs for the quarter ended June 30, 2007 decreased 16 basis points compared to the previous quarter and increased 33 basis points from the second quarter a year earlier, while asset yields increased one basis point from the prior linked quarter and 27 basis points from the comparable quarter a year ago.

For the quarter ended June 30, 2007, net interest income before the provision for loan losses increased 22% to $38.1 million, compared to $31.2 million in the same quarter a year ago. Year-to-date, net interest income before the provision for loan losses increased 15% to $70.3 million, compared to $61.1 million in the same period a year ago. Banner's net interest margin for the six months year-to-date was 4.04%, compared to 4.17% for the first six months of 2006 and 4.00% for the six months ended December 31, 2006.

"Higher deposit fee revenue reflects the strong deposit growth we have generated over the past year, both internally and through our acquisitions, as well as increased revenues from other fee generating activities," said Jones. "Despite the moderating housing market trends, mortgage banking operations also improved compared to a year ago." Revenues (net interest income before the provision for loan losses plus other operating income) excluding fair value adjustments increased 24% to $45.0 million in the second quarter, from $36.2 million in the second quarter last year. Revenues increased 17% to $82.3 million, excluding fair value adjustments, in the first half of 2007, compared to $70.6 million in the same period a year ago.

Total other operating income, excluding fair value adjustments, for the second quarter increased 37% to $6.9 million, compared to $5.0 million for the same quarter a year ago. For the first six months of 2007, total other operating income increased 26% to $12.0 million, excluding fair value adjustments, compared to $9.5 million in the first six months of 2006. Income from deposit fees and other service charges increased 41% to $4.1 million in the second quarter, compared to $2.9 million for the same period in 2006. Income from mortgage banking operations increased 24% from the second quarter of 2006, reflecting the still relatively sound northwest housing markets. Net fair value adjustments as a result of changes in the value of financial assets and liabilities recorded at fair value under SFAS No. 159 resulted in a decrease of $1.9 million for the quarter ended June 30, 2007 and a decrease of $697,000 for the first six months of 2007.

"Our new and acquired branches are proving to be very successful in helping us reach new customers and grow deposits. Although they initially increase our expenses, over time they will add to our profitability by providing low-cost core deposits to fund our loan growth," said Jones. Other operating expenses increased to $31.3 million in the second quarter of 2007, compared to $25.4 million, excluding the insurance recovery, in the second quarter a year ago, reflecting both new branches and the two acquisitions. The ratio of other operating expense (expense ratio) to average assets was 3.14% in the second quarter of 2007, compared to 2.48% for the second quarter last year and 3.02% for the first quarter of 2007. Without the recovery, the ratio for the second quarter of 2006 would have been 3.14%. While not reflected in the second quarter's results, we are making good progress toward implementing the cost savings and revenue enhancement strategies anticipated with respect to the F&M Bank and San Juan Financial Holding Company acquisitions. As a result, we believe our ratio of normal recurring operating expenses to average assets will decline in future periods.

The efficiency ratio was 72.63% (69.60% excluding fair value adjustments) in the quarter ended June 30, 2007, versus 55.24% (70. 01% excluding the insurance recovery) a year earlier. For the first six months of 2007, the efficiency ratio was 70.30% (69 70% excluding fair value adjustments), compared to 61.18% (68.75% excluding the insurance recovery) in the first six months of 2006.

Banner Corporation elected early adoption of SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, and SFAS No. 157, Fair Value Measurements, effective January 1, 2007. SFAS No. 159, which was issued in February 2007, generally permits the measurement of selected eligible financial instruments at fair value at specified election dates. SFAS No. 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principals (GAAP), and expands disclosures about fair value measurement. The Company made this election to allow it more flexibility with respect to the management of its investment securities, wholesale borrowings and interest rate risk position in future periods.

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

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BANR - Second Quarter 2007 Results
July 25, 2007
Page 3

Balance Sheet Review

"The loan portfolio, although expanding at a more moderate pace, is still growing at double-digit rates," Jones said. "Our lending personnel have generated strong growth in commercial and multifamily real estate loans, construction and land loans, and commercial and agricultural business loans, which combined account for 83% of the loan portfolio at June 30, 2007. In addition, the origination and sale of one-to-four family loans through our mortgage banking operations has continued to be solid." Net loans increased 28% (18% from acquisitions) to $3.58 billion at June 30, 2007 compared to $2.79 billion at June 30, 2006.

Total deposits increased 39% (18% from acquisitions) to $3.59 billion at June 30, 2007, compared to $2.58 billion at the end of June 2006. Non-interest-bearing accounts increased 43% and total transaction and savings accounts increased 48% during the twelve months ending June 30, 2007, while certificates of deposit increased 32%. "We continue to be successful in increasing the number of transaction accounts, and total deposit growth for the quarter was very encouraging," said Jones.

FHLB borrowings declined substantially to $34 million at June 30, 2007, compared to $93 million at March 31, 2007 and $369 million at June 30, 2006 as a result of Banner's asset and liability management strategies, which resulted in strong deposit growth and declining securities balances. The securities portfolio declined by 20% to $231 million at June 30, 2007, from $290 million a year earlier, as a result of sales, maturities and principal prepayments despite the addition of $33.0 million of securities held by the two acquired banks on the effective closing date. During the quarter ended June 30, 2007, the Company also called and repaid $25.8 million of junior subordinated debentures (trust preferred securities), which carried an interest rate of 9.09% for the six months immediately preceding the call date.

During the quarter ended June 30, 2007, the Company issued 2,592,611 shares in connection with the acquisitions of F&M Bank and San Juan Financial Holding Company, resulting in $113.2 million of additional equity. The acquisitions also resulted in an increase of $93.2 million of goodwill and other intangibles. The Company also issued 80,788 shares through its Dividend Reinvestment and Stock Purchase Plan and a net of 32,248 shares in connection with the exercise of vested stock options. This stock issuance, combined with the changes in retained earnings as a result of operations and the effects of fair value accounting, net of quarterly dividend distributions, resulted in a $120.8 million increase in shareholders' equity for the quarter ended June 30, 2007 compared to March 31, 2007. At June 30, 2007, shareholder's equity was $402.3 million compared to $232.5 million at the end of June 2006.

Assets increased 26% to $4.27 billion at June 30, 2007, compared to $3.40 billion a year earlier. Book value per share increased to $26.06 at June 30, 2007, from $19.43 a year earlier, and tangible book value per share was $18.77 at quarter-end, compared to $16.39 a year earlier.

Credit Quality

"Asset quality remains an important focus for us and we place a strong emphasis on maintaining our credit standards in what has become a highly competitive market," Jones said. "We employ a disciplined approach monitoring for signs of loan quality deterioration. Our local economies remain strong and Banner Bank has not engaged in any sub-prime lending. As a result, we expect to continue to experience acceptable levels of loan delinquencies and charge-offs." The provision for loan losses for the second quarter was $1.4 million, compared to $2.3 million in the second quarter a year ago. Non-performing assets were $14.9 million, or 0.35% of total assets, at June 30, 2007, compared to $14.1 million, or 0.39% of total assets at March 31, 2007 and $11.0 million, or 0.32% of total assets, at June 30, 2006. Banner's net charge-offs in the second quarter totaled $408,000, and the allowance for loan losses at quarter-end totaled $43.2 million, representing 1.20% of total loans outstanding.

Conference Call

Banner will host a conference call on Thursday, July 26, 2007, at 8:00 a.m. PDT, to discuss first quarter results. The conference call can be accessed live by telephone at 303-262-2142. To listen to the call online, go to the Company's website at www.bannerbank.com. An archived recording of the call can be accessed by dialing 303-590-3000, passcode 11093089# until Thursday, August 2, 2007, or via the Internet at www.bannkerbank.com.

About the Company

Banner Corporation is the parent company of Banner Bank, a commercial bank that operates a total of 77 branch offices and 13 loan offices in 28 counties in Washington, Oregon and Idaho. It is now also the parent of Islanders Bank which operates three branch offices in Washington's San Juan Islands. Banner serves the Pacific Northwest region with a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans. Visit Banner Bank on the Web at www.bannerbank.com.

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

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BANR - Second Quarter 2007 Results
July 25, 2007
Page 4

RESULTS OF OPERATIONS   Quarters Ended
 

Six Months  Ended


( In thousands except share and per share data )   Jun 30, 2007
  Mar 31, 2007
  Jun 30, 2006
  Jun 30, 2007
  Jun 30, 2006
INTEREST INCOME:  
Loans receivable   $ 71,047 $ 61,828 $ 55,088 $ 132,875 $ 104,214
Mortgage-backed securities   1,535   1,775   2,011   3,310   4,094
Securities and cash equivalents   1,829
  1,843
  1,834
  3,672
  3,612
74,411   65,446   58,933   139,857   111,920
INTEREST EXPENSE:  
Deposits   32,378   27,610   20,828   59,988   38,259
Federal Home Loan Bank advances   1,164   2,277   4,141   3,441   7,267
Other borrowings   790   928   766   1,718   1,464
Junior subordinated debentures   1,969
  2,454
  1,973
  4,423
  3,801
36,301
  33,269
  27,708
  69,570
  50,791
Net interest income before provision for loan losses   38,110   32,177   31,225   70,287   61,129
PROVISION FOR LOAN LOSSES   1,400
  1,000
  2,300
  2,400
  3,500
Net interest income   36,710   31,177   28,925   67,887   57,629
OTHER OPERATING INCOME:  
Deposit fees and other service charges   4,090   2,963   2,891   7,053   5,383
Mortgage banking operations   1,808   1,355   1,454   3,163   2,606
Loan servicing fees   373   375   334   748   724
Miscellaneous   592
  461
  321
  1,053
  789
6,863   5,154   5,000   12,017   9,502
Increase (decrease) in valuation of financial instruments carried at fair value (1,877)
  1,180
  - -
  (697)
  - -
Total other operating income   4,986   6,334   5,000   11,320   9,502
OTHER OPERATING EXPENSE:  
Salary and employee benefits   19,635   16,468   16,553   36,103   32,042
Less capitalized loan origination costs   (3,175)   (2,594)   (3,228)   (5,769)   (5,820)
Occupancy and equipment   5,106   4,352   3,938   9,458   7,732
Information / computer data services   1,767   1,369   1,285   3,136   2,585
Miscellaneous   7,966
  6,476
  6,813
  14,442
  12,020
31,299   26,071   25,361   57,370   48,559
Insurance recovery, net proceeds   - -
  - -
  (5,350)
  - -
  (5,350)
Total other operating expense   31,299
  26,071
  20,011
  57,370
  43,209
Income before provision for income taxes   10,397   11,440   13,914   21,837   23,922
PROVISION FOR INCOME TAXES   3,286
  3,627
  4,555
  6,913
  7,775
NET INCOME   $ 7,111
$ 7,813
$ 9,359
$ 14,924
$ 16,147
Earnings per share  
Basic   $ 0.49 $ 0.63 $ 0.79 $ 1.11 $ 1.36
Diluted   $ 0.48 $ 0.62 $ 0.77 $ 1.09 $ 1.33
Cumulative dividends declared per common share   $ 0.19 $ 0.19 $ 0.18 $ 0.38 $ 0.36
Weighted average shares outstanding  
Basic   14,519,669   12,322,067   11,881,972   13,426,939   11,836,169
Diluted   14,791,195   12,652,459   12,196,145   13,727,889   12,161,011
Shares repurchased during the period   2,624   7,986   55,354   10,610   63,422
Shares issued in connection with acquisitions   2,592,611   - -   - -   2,592,611   250,524
Shares issued in connection with exercise of stock options or DRIP   110,820   673,395   177,940   784,215   250,524
 

PRO FORMA DISCLOSURES EXCLUDING THE EFFECTS OF THE CHANGE IN THE VALUATION OF FINANCIAL

 

INSTRUMENTS CARRIED AT FAIR VALUE AND THE 2006 INSURANCE RECOVERY

 
NET INCOME from above   $ 7,111 $ 7,813 $ 9,359 $ 14,924 $ 16,147
ADJUSTMENTS FOR CHANGE IN VALUATION OF FINANCIAL  
INSTRUMENTS AND THE 2006 INSURANCE RECOVERY  
Change in valuation of financial instruments carried at fair value   1,877   (1,180)   - -   697   - -
2006 insurance recovery   - -   - -   (5,350)   - -   (5,350)
Income tax provision (benefit) related to above items   (676)
  425
  1,926
  (251)
  1,926
Above items, net of income tax provision (benefit)   1,201
  (755)
  (3,424)
  446
  (3,424)
NET INCOME FROM RECURRING OPERATIONS   $ 8,312
$ 7,058
$ 5,935
$ 15,370
$ 12,723

Earnings per share EXCLUDING the effects of change in valuation of financial

 
instruments carried at fair value and the 2006 insurance recovery  
Basic   $ 0.57 $ 0.57 $ 0.50 $ 1.14 $ 1.07
Diluted   $ 0.56 $ 0.56 $ 0.49 $ 1.12 $ 1.05

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BANR - Second Quarter 2007 Results
July 25, 2007
Page 5

FINANCIAL CONDITION  
( In thousands except share and per share data )   Jun 30, 2007
  Mar 31, 2007
  Jun 30, 2006
  Dec 31, 2006
ASSETS  
Cash and due from banks   $ 106,803     $ 105,643    $ 105,915    $ 73,385   
Securities -trading   182,969       218,477      - -      - -   
Securities -available for sale   - -       - -      240,489      226,153   
Securities -held to maturity   48,196       47,831      49,657      47,872   
Federal Home Loan Bank stock   37,291       35,844      35,844      35,844   
Loans receivable:  
Held for sale   8,178       5,340      5,708      5,080   
Held for portfolio   3,610,174       3,006,481      2,818,325      2,960,910   
Allowance for loan losses   (43,248)  
  (36,299)  
  (33,618)  
  (35,535)  
3,575,104      2,975,522      2,790,415     2,930,455  
Accrued interest receivable   24,885      22,064      19,143      23,272   
Real estate owned held for sale, net   1,700      918      401      918   
Property and equipment, net   87,327      63,091      52,177      58,003   
Goodwill and other intangibles, net   129,126      36,248      36,298      36,287   
Deferred income tax asset, net   4,764      7,609      9,780      7,533   
Bank-owned life insurance   50,441      38,935      37,709      38,527   
Other assets   20,443   
  17,593   
  19,172   
  17,317   
$ 4,269,049   
$ 3,569,775   
$ 3,397,000   
$ 3,495,566   
LIABILITIES  
Deposits:  
Non-interest-bearing   $ 455,628    $ 348,890    $ 317,515    $ 332,372   
Interest-bearing transaction and savings accounts   1,307,680      959,593      873,019      905,746   
Interest-bearing certificates   1,829,473   
  1,612,665   
  1,388,923   
  1,556,474    
3,592,781      2,921,148      2,579,457      2,794,592   
Advances from Federal Home Loan Bank   - -      - -      368,930      177,430   
Advances from Federal Home Loan Bank at fair value   33,826      93,431      - -      - -   
Other borrowings   71,926      94,369      77,122      103,184   
                   
Junior subordinated debentures   - -      - -      97,942      123,716   
Junior subordinated debentures at fair value   98,419      124,119      - -      - -   
 
Accrued expenses and other liabilities   51,792      42,105      31,849      36,888   
Deferred compensation   10,497      7,588      6,882      7,025   
Income taxes payable   7,501   
  5,545   
  2,316   
  2,504   
3,866,742      3,288,305      3,164,498      3,245,339   
STOCKHOLDERS' EQUITY  
Common stock   278,447      161,845      132,284      135,149   
Retained earnings   126,249      122,070      108,626      120,206   
Accumulated other comprehensive income ( loss )   (202)     (215)     (5,532)     (2,852)  
Unearned shares of common stock issued to Employee Stock  

Ownership Plan ( ESOP ) trust: at cost

  (1,987)     (1,987)     (2,494)     (1,987)  
Net carrying value of stock related deferred compensation plans   (200)  
  (243)  
  (382)  
  (289)  
402,307   
  281,470   
  232,502   
  250,227   
$ 4,269,049   
$ 3,569,775   
$ 3,397,000   
$ 3,495,566   
Shares Issued:  
Shares outstanding at end of period   15,680,486      12,979,679      12,269,578      12,314,270   

Less unearned ESOP shares at end of period

  240,381   
  240,381   
  301,786   
  240,381   
Shares outstanding at end of period excluding unearned ESOP shares   15,440,105   
  12,739,298   
  11,967,792   
  12,073,889   
Book value per share (1)   $ 26.06    $ 22.09     $ 19.43     $ 20.72   
Tangible book value per share (1) (2)   $ 18.77    $ 19.25     $ 16.39     $ 17.72   
Consolidated Tier 1 leverage capital ratio   9.66%    9.78%    8.76%    8.76% 
(1) - Calculation is based on number of shares outstanding at the end of the period rather than weighted average shares  
outstanding and excludes unallocated shares in the ESOP.  
(2) - Tangible book value excludes goodwill  


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BANR - Second Quarter 2007 Results
July 25, 2007
Page 6

ADDITIONAL FINANCIAL INFORMATION  
( Dollars in thousands )  
Jun 30, 2007
  Mar 31, 2007
 

Jun 30, 2006


 

Dec 31, 2006


 
LOANS ( including loans held for sale ):  
Commercial real estate   $ 811,072    $ 583,478    $ 595,513    $ 596,488     
Multifamily real estate   174,315      150,488      141,996      147,311     
Commercial construction   87,821      97,007      95,277      98,224     
Multifamily construction   35,552      45,897      56,857      39,908     
One- to four-family construction   654,558      587,290      489,187      570,501     
Land and land development   457,264      421,407      310,369      402,665     
Commercial business   595,250      480,730      472,061      467,745     
Agricultural business including secured by farmland   181,505      159,652      155,744      163,518     
One- to four-family real estate   445,585      364,986      397,648      361,625     
Consumer   175,430   
  120,886   
  109,381   
  118,005   
 

Total loans outstanding

  $ 3,618,352   
$ 3,011,821   
$ 2,824,033   
$ 2,965,990   
 
                       
NON-PERFORMING ASSETS:   Jun 30, 2007
  Mar 31, 2007
  Jun 30, 2006
  Dec 31, 2006
 
Loans on non-accrual status   $ 12,984    $ 13,059    $ 10,344    $ 13,463     
Loans more than 90 days delinquent, still on accrual   193   
  55   
  213   
  593   
 
Total non-performing loans   13,177      13,114      10,557      14,056     
Real estate owned ( REO ) / Repossessed assets   1,712   
  958   
  436   
  918   
 

Total non-performing assets

  $ 14,889   
$ 14,072   
$ 10,993   
$ 14,974   
 
Total non-performing assets / Total assets   0.35%    0.39%    0.32%    0.43%   
                 
                 
Quarters Ended

Six Months  Ended


CHANGE IN THE   Jun 30, 2007
  Mar 31, 2007
 

Jun 30, 2006


 

Jun 30, 2007


 

Jun 30, 2006


ALLOWANCE FOR LOAN LOSSES:  
Balance, beginning of period   $ 36,299    $ 35,535     $ 31,894    $ 35,535    $ 30,898   
Acquisitions / ( divestitures )   5,957      - -       - -      5,957      - -   
Provision   1,400      1,000       2,300      2,400      3,500   
 
Recoveries of loans previously charged off   231      664       169      895      325   
Loans charged-off   (639)  
  (900)  
  (745)  
  (1,539)  
  (1,105)  

Net ( charge-offs ) recoveries

  (408)  
  (236)  
  (576)  
  (644)  
  (780)  
Balance, end of period   $ 43,248   
$ 36,299   
$ 33,618   
$ 43,248   
$ 33,618   
Net charge-offs (recoveries) / Average loans outstanding   0.01%    0.01%    0.02%    0.02%    0.03% 
Allowance for loan losses / Total loans outstanding   1.20%    1.21%    1.19%    1.20%    1.19% 
                         
DEPOSITS   Jun 30, 2007
  Mar 31, 2007
  Jun 30, 2006
  Dec 31, 2006
 
Non-interest-bearing   $ 455,628   
$ 348,890   
$ 317,515   
$ 332,372   
 
Interest-bearing checking   461,749      345,805      338,128      327,836     
Regular savings accounts   570,117      432,823      265,942      364,957     
Money market accounts   275,814   
  180,965   
  268,949   
  212,953   
 

Interest-bearing transaction & savings accounts

  1,307,680   
  959,593   
  873,019   
  905,746   
 
Three-month maturity money market certificates   176,107      187,382      195,755      178,981     
Other certificates   1,653,366   
  1,425,283   
  1,193,168   
  1,377,493   
 

Interest-bearing certificates

  1,829,473   
  1,612,665   
  1,388,923   
  1,556,474   
 

Total deposits

  $ 3,592,781   
$ 2,921,148   
$ 2,579,457   
$ 2,794,592   
 
Included in other borrowings  
Retail repurchase agreements / "Sweep accounts" $ 69,726   
$ 69,023   
$ 60,187   
$ 76,825   
 


(more)

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BANR - Second Quarter 2007 Results
July 25, 2007
Page 7

ADDITIONAL FINANCIAL INFORMATION  
( Dollars in thousands )  
( Rates / Ratios Annualized )  
Quarters Ended

Six Months  Ended


OPERATING PERFORMANCE:  

Jun 30,2007


  Mar 31, 2007
  Jun 30, 2006
  Jun 30, 2007
  Jun 30, 2006
Average loans   $ 3,413,095    $ 2,985,248    $ 2,704,856    $ 3,193,662     $ 2,607,743    
Average securities and deposits   302,971      324,403      342,321      313,318       345,740    
Average non-interest-earning assets   286,725   
  192,422   
  191,758   
  237,133   
  191,058    

Total average assets

  $ 4,002,791   
$ 3,502,073   
$ 3,238,935   
$ 3,744,113   
$ 3,144,541   
Average deposits   $ 3,302,750    $ 2,795,532    $ 2,446,316    $ 3,043,663    $ 2,384,112    
Average borrowings   278,366      393,136      524,058      335,856      496,452   
Average non-interest-earning liabilities   60,413   
  48,360   
  35,428   
  54,156   
  33,355   

Total average liabilities

  3,641,529   
  3,237,028   
  3,005,802   
  3,433,675   
  2,913,919   
Total average stockholders' equity   361,262       265,045      233,133       310,438      230,622    
   

Total average liabilities and equity

$ 4,002,791     $ 3,502,073    $ 3,238,935     $ 3,744,113    $ 3,144,541    
Interest rate yield on loans   8.35%    8.40%    8.17%    8.39%    8.06% 
Interest rate yield on securities and deposits   4.45% 
  4.52% 
  4.51% 
  4.49% 
  4.49% 

Interest rate yield on interest-earning assets

  8.03% 
  8.02% 
  7.76% 
  8.04% 
  7.64% 
 
Interest rate expense on deposits   3.93%    4.01%    3.41%    3.97%    3.24% 
Interest rate expense on borrowings   5.65% 
  5.84% 
  5.27% 
  5.75% 
  5.09% 

Interest rate expense on interest-bearing liabilities

  4.07% 
  4.23% 
  3.74% 
  4.15% 
  3.56% 
Interest rate spread   3.96% 
  3.79% 
  4.02% 
  3.89% 
  4.08% 
Net interest margin   4.11% 
  3.94% 
  4.11% 
  4.04% 
  4.17% 
Other operating income / Average assets   0.50%    0.73%    0.62%    0.61%    0.61% 
Other operating expense / Average assets   3.14%    3.02%    2.48%    3.09%    2.77% 
Efficiency ratio ( other operating expense / revenue )   72.63%    67.70%    55.24%    70.30%    61.18% 
Return on average assets   0.71%    0.90%    1.16%    0.80%    1.04% 
Return on average equity   7.90%    11.95%    16.10%    9.69%    14.12% 
Return on average tangible equity (1)   10.29%    13.85%    19.07%    11.95%    16.76% 
Average equity / Average assets   9.03%    7.57%    7.20%    8.29%    7.33% 

(1) - Average tangible equity excludes goodwill

 

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

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

 
Other operating income (loss) EXCLUDING change in valuation of  

financial instruments carried at fair value / Average assets

  0.69%    0.60%    0.62%    0.65%    0.61% 
Other operating expense EXCLUDING the 2006 insurance  

recovery / Average assets

  3.14%    3.02%    3.14%    3.09%    3.11% 
Efficiency ratio ( other operating expense / revenue ) EXCLUDING change in valuation  
of financial instruments carried at fair value and the 2006 insurance recovery 69.60%    69.84%    70.01%    69.70%    68.75% 
Return on average assets EXCLUDING change in valuation of financial  
instruments carried at fair value and the 2006 insurance recovery   0.83%    0.82%    0.73%    0.83%    0.82% 
Return on average equity EXCLUDING change in valuation of financial  
instruments carried at fair value and the 2006 insurance recovery   9.23%    10.80%    10.21%    9.98%    11.13% 
Return on average tangible equity EXCLUDING change in valuation of  
financial instruments carried at fair value and the 2006 insurance recovery 12.03%    12.51%    12.09%    12.31%    13.20% 
 


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