SEC Company Response from COLUMBIA BANKING SYSTEM, INC. (COLB) (CIK 0000887343) (COLB) — May 28, 2009
COLUMBIA BANKING SYSTEM, INC. (COLB) (CIK 0000887343)
Date: May 28, 2009 · CIK: 0000887343 · Accession: 0000887343-09-000012
AI Filing Summary & Sentiment
File numbers found in text: 000-20288
Referenced dates: April 30, 2009
Letter
Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop Re: Columbia Banking System, Inc. Form 10-K for Fiscal Year Ended December 31, 2008 File No. 000-20288
Dear Mr. West:
Enhancement of the overall disclosures in filings by Columbia Banking System, Inc. (“Columbia,” the “Company,” or “we”) is an objective that we share with the Staff and one that we consider in all our filings. This letter sets forth the responses of Columbia to the comments of the staff of the U.S. Securities and Exchange Commission (SEC) contained in your letter dated April 30, 2009 regarding the Form 10-K filed by the Company for the fiscal year ended December 31, 2008. For convenience and ease of review, we have reprinted below the text of the comment in your correspondence, followed by the Company’s response.
Comment No.1:
Form 10-K for the Fiscal Year Ended December 31, 2008
Selected Financial Data, page 22
1.
We note you use tangible book value per common share and tangible common equity (and related ratios) within your GAAP performance measures. These measures appear to be non-GAAP measures as defined by Regulation G and Item 10(e) of Regulation S-K as they are not required by GAAP, Commission Rules, or banking regulatory requirements. To the extent you plan to provide these non-GAAP measures (or related ratios) in the future, the staff notes the following:
·
to the extent these measures are disclosed in future filings with the Commission, you should comply with all of the requirements in Item 10(e) of Regulation S-K, including clearly labeling the measures as non-GAAP measures and complying with all of the disclosure requirements;
Mr. Hugh West, Branch Chief
United States Securities and Exchange Commission
Page 2 of
·
to the extent that you plan to disclose these ratios in future Item 2.02 Form 8-Ks, you should provide all of the disclosures required by Item 10(e)(1)(i) of Regulation S-K as required by Instruction 2 to Item 2.02 of Form 8-K; and;
·
to the extent you disclose or release publicly any material information that includes a non-GAAP measure, you should be cognizant of the requirements in Regulation G to label the measure as non-GAAP and provide reconciliation to the most closely comparable GAAP measure.
Response:
We did use the return on average tangible common equity ratio in our Form 10-K for the fiscal year ended December 31, 2008. We agree our use of the return on average tangible common equity ratio is a non-GAAP measure subject to the requirements you noted. To minimize the potential for confusion, we intend to remove this measure from future filings as well as future Item 2.02 Form 8-Ks and public releases of any material information. If in the future we choose to include non-GAAP measures in such filings, Item 2.02 Form 8-Ks or public releases of material information we will be diligent in complying with the applicable requirements.
Comment No. 2
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
Critical Accounting Policies
Valuation and Recoverability of Goodwill, page 27
2.
We note your disclosure here and on page 67 in the notes to the consolidated financial statements concerning goodwill impairment testing performed during the periods presented. Please tell us, and consider disclosing in future filings, the following:
·
provide us with a list (in tabular format) of each reporting unit and identify the respective unit fair value, carrying amounts, and reporting unit goodwill;
·
discuss each of the valuation methodologies used to determine fair value (if multiple approaches are used), including sufficient information to enable a reader to understand how each of the methods used differ, the assumed benefits of a valuation prepared under each method, and why management selected those methods as being the most meaningful for the Company in preparing the goodwill impairment analysis;
·
discuss how you weight each of the methods used including the basis for that weighting (if multiple approaches are used);
·
provide a qualitative and quantitative description of the material assumptions used and a sensitivity analysis of those assumptions based upon reasonably likely changes; and
Mr. Hugh West, Branch Chief
United States Securities and Exchange Commission
Page 3 of
·
discuss how the assumptions and methodologies used for valuing goodwill in the current year have changed since the prior years highlighting the impact of any changes.
Response:
The Company has three reporting units for which discrete financial information is developed, retail banking, commercial banking, and private banking. The products and services of companies previously acquired are comparable to the Company’s retail banking operations. Accordingly, all of the Company’s goodwill has been assigned to the retail banking reporting unit for purposes of impairment testing. The commercial banking and private banking reporting units were not separately valued in our analysis as they did not contain any goodwill.
Columbia Banking System, Inc.
REPORTING UNITS
July 31, 2008
Retail
Retail
Commercial
Private
(Pro Forma)
Banking
Banking
Banking
Corp
Total
Tangible book value
$ 195,153,538
$ 81,470,036
$ 88,888,972
$ 21,539,587
$ 52,961,356
$ 244,859,951
Goodwill
96,116,000
96,116,000
- -
- -
- -
96,116,000
Carrying value
$ 291,269,538
$ 177,586,036
$ 88,888,972
$ 21,539,587
$ 52,961,356
$ 340,975,951
Fair Value:
Discounted cash flow
$ 306,182,998
Comp. market statistics
$ 331,761,014
Columbia Banking System, Inc.
REPORTING UNITS
November 30, 2008
Retail
Retail
Commercial
Private
(Pro Forma)
Banking
Banking
Banking
Corp
Total
Show Raw Text
CORRESP
1
filename1.htm
filename1.htm
Via
EDGAR
May 28,
2009
Mr. Hugh
West
Branch
Chief
United
States Securities and Exchange Commission
Division
of Corporation Finance
Washington,
D.C. 20549
Mail Stop
4561
Re: Columbia Banking System,
Inc.
Form 10-K for Fiscal Year Ended
December 31, 2008
File No. 000-20288
Dear Mr.
West:
Enhancement
of the overall disclosures in filings by Columbia Banking System, Inc.
(“Columbia,” the “Company,” or “we”) is an objective that we share with the
Staff and one that we consider in all our filings. This letter sets forth the
responses of Columbia to the comments of the staff of the U.S. Securities and
Exchange Commission (SEC) contained in your letter dated April 30, 2009
regarding the Form 10-K filed by the Company for the fiscal year ended December
31, 2008. For convenience and ease of review, we have reprinted below
the text of the comment in your correspondence, followed by the Company’s
response.
Comment
No.1:
Form 10-K for the Fiscal
Year Ended December 31, 2008
Selected Financial Data,
page 22
1.
We
note you use tangible book value per common share and tangible common
equity (and related ratios) within your GAAP performance
measures. These measures appear to be non-GAAP measures as
defined by Regulation G and Item 10(e) of Regulation S-K as they are not
required by GAAP, Commission Rules, or banking regulatory
requirements. To the extent you plan to provide these non-GAAP
measures (or related ratios) in the future, the staff notes the
following:
·
to
the extent these measures are disclosed in future filings with the
Commission, you should comply with all of the requirements in Item 10(e)
of Regulation S-K, including clearly labeling the measures as non-GAAP
measures and complying with all of the disclosure
requirements;
Mr. Hugh
West, Branch Chief
United
States Securities and Exchange Commission
Page 2 of
11
·
to
the extent that you plan to disclose these ratios in future Item 2.02 Form
8-Ks, you should provide all of the disclosures required by Item
10(e)(1)(i) of Regulation S-K as required by Instruction 2 to Item 2.02 of
Form 8-K; and;
·
to
the extent you disclose or release publicly any material information that
includes a non-GAAP measure, you should be cognizant of the requirements
in Regulation G to label the measure as non-GAAP and provide
reconciliation to the most closely comparable GAAP
measure.
Response:
We did
use the return on average tangible common equity ratio in our Form 10-K for the
fiscal year ended December 31, 2008. We agree our use of the return
on average tangible common equity ratio is a non-GAAP measure subject to the
requirements you noted. To minimize the potential for confusion, we
intend to remove this measure from future filings as well as future Item 2.02
Form 8-Ks and public releases of any material information. If in the
future we choose to include non-GAAP measures in such filings, Item 2.02 Form
8-Ks or public releases of material information we will be diligent in complying
with the applicable requirements.
Comment
No. 2
Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of Operation
Critical Accounting
Policies
Valuation and Recoverability
of Goodwill, page 27
2.
We
note your disclosure here and on page 67 in the notes to the consolidated
financial statements concerning goodwill impairment testing performed
during the periods presented. Please tell us, and consider
disclosing in future filings, the
following:
·
provide
us with a list (in tabular format) of each reporting unit and identify the
respective unit fair value, carrying amounts, and reporting unit
goodwill;
·
discuss
each of the valuation methodologies used to determine fair value (if
multiple approaches are used), including sufficient information to enable
a reader to understand how each of the methods used differ, the assumed
benefits of a valuation prepared under each method, and why management
selected those methods as being the most meaningful for the Company in
preparing the goodwill impairment
analysis;
·
discuss
how you weight each of the methods used including the basis for that
weighting (if multiple approaches are
used);
·
provide
a qualitative and quantitative description of the material assumptions
used and a sensitivity analysis of those assumptions based upon reasonably
likely changes; and
Mr. Hugh
West, Branch Chief
United
States Securities and Exchange Commission
Page 3 of
11
·
discuss
how the assumptions and methodologies used for valuing goodwill in the
current year have changed since the prior years highlighting the impact of
any changes.
Response:
The
Company has three reporting units for which discrete financial information is
developed, retail banking, commercial banking, and private
banking. The products and services of companies previously acquired
are comparable to the Company’s retail banking
operations. Accordingly, all of the Company’s goodwill has been
assigned to the retail banking reporting unit for purposes of impairment
testing. The commercial banking and private banking reporting units
were not separately valued in our analysis as they did not contain any
goodwill.
Columbia
Banking System, Inc.
REPORTING
UNITS
July
31, 2008
Retail
Retail
Commercial
Private
(Pro
Forma)
Banking
Banking
Banking
Corp
Total
Tangible
book value
$
195,153,538
$
81,470,036
$
88,888,972
$
21,539,587
$
52,961,356
$
244,859,951
Goodwill
96,116,000
96,116,000
-
-
-
-
-
-
96,116,000
Carrying
value
$
291,269,538
$
177,586,036
$
88,888,972
$
21,539,587
$
52,961,356
$
340,975,951
Fair
Value:
Discounted
cash flow
$
306,182,998
Comp.
market statistics
$
331,761,014
Columbia
Banking System, Inc.
REPORTING
UNITS
November
30, 2008
Retail
Retail
Commercial
Private
(Pro
Forma)
Banking
Banking
Banking
Corp
Total