SEC Comment Letter for BANNER CORP (BANR) (CIK 0000946673) (BANR) — May 20, 2014
BANNER CORP (BANR) (CIK 0000946673)
Date: May 20, 2014 · CIK: 0000946673 · Accession: 0000000000-14-025756
AI Filing Summary & Sentiment
Reasoning
Letter
May 20, 2014 Via E -mail Mr. Lloyd W. Baker Chief Financial Officer Banner Corporation 10 South First Avenue Walla Walla, Washington 99362
Re: Banner Corporation Form 10 -K for the Fiscal Year Ended December 31, 2013 Filed March 4, 2014 Amendment No. 1 to Form 10 -K for the Fiscal Year Ended December 31, 2013 Filed March 26, 2014 File No. 000 -26584
Dear Mr. Baker :
We have reviewed your filing an d have the following comment . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our c omment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to this comment , we may have additional comments.
Form 10 -K for the Fiscal Year Ended December 31, 2013
Part IV
Item 15. Exhibits and Financial Statement Schedules
Exhibit 32 – Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 90 6 of the Sarbanes Oxley Act of 2002
1. We note that your Exhibit 32 certification presented in your December 31, 2013 Form 10-K filed March 4, 2014 inadvertently omitted the signatures of each of your principal
Mr. Lloyd W. Baker Banner Corporation May 20, 2014 Page 2
executive and principal financial officers. We also note that you filed an abbreviated amendment to Form 10 -K on March 26, 2014 to correct such omissions. Since you did not file a full and complete amendment to the December 31, 2013 Form 10 -K, please do so. Please also ensure that the signatures, Ex hibit 31 and 32 certifications are also updated and refer to the Form 10 -K/A.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exch ange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of t he United States.
You may contact Chris Harley at (202) 551 -3695 or me at (202) 551 -3321 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
/s/ Davi d S. Irving
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May 20, 2014 Via E -mail Mr. Lloyd W. Baker Chief Financial Officer Banner Corporation 10 South First Avenue Walla Walla, Washington 99362 Re: Banner Corporation Form 10 -K for the Fiscal Year Ended December 31, 2013 Filed March 4, 2014 Amendment No. 1 to Form 10 -K for the Fiscal Year Ended December 31, 2013 Filed March 26, 2014 File No. 000 -26584 Dear Mr. Baker : We have reviewed your filing an d have the following comment . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our c omment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to this comment , we may have additional comments. Form 10 -K for the Fiscal Year Ended December 31, 2013 Part IV Item 15. Exhibits and Financial Statement Schedules Exhibit 32 – Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 90 6 of the Sarbanes Oxley Act of 2002 1. We note that your Exhibit 32 certification presented in your December 31, 2013 Form 10-K filed March 4, 2014 inadvertently omitted the signatures of each of your principal Mr. Lloyd W. Baker Banner Corporation May 20, 2014 Page 2 executive and principal financial officers. We also note that you filed an abbreviated amendment to Form 10 -K on March 26, 2014 to correct such omissions. Since you did not file a full and complete amendment to the December 31, 2013 Form 10 -K, please do so. Please also ensure that the signatures, Ex hibit 31 and 32 certifications are also updated and refer to the Form 10 -K/A. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exch ange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of t he United States. You may contact Chris Harley at (202) 551 -3695 or me at (202) 551 -3321 if you have questions regarding comments on the financial statements and related matters. Sincerely, /s/ Davi d S. Irving David S. Irving Reviewing Accountant