Table of Contents

 

 

 

UNITED STATES

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, 2015.

 

Or

 

[    ]              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:  000-25020

 

 

(Exact name of registrant as specified in its charter)

 

California

 

77-0388249

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

1222 Vine Street,

 

93446

Paso Robles, California

 

 

(Address of principal executive offices)

 

(Zip Code)

 

(805) 369-5200

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

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 [    ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES [ X ]   NO [    ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [   ]

Accelerated filer [ X ]

 

 

Non-accelerated filer [   ] (Do not check if a smaller reporting company)

Smaller reporting company [   ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [    ]    NO [ X ]

 

As of July 29, 2015 there were 34,314,242 shares of the registrant’s common stock outstanding.

 

 

 



Table of Contents

 

Heritage Oaks Bancorp

and Subsidiaries

 

Table of Contents

 

 

 

Page

 

 

 

Part I.

Financial Information

 

 

 

 

Item 1.

Financial Statements (unaudited).

 

 

 

 

 

Condensed Consolidated Balance Sheets at June 30, 2015 and December 31, 2014

4

 

 

 

 

Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2015 and June 30, 2014

5

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2015 and June 30, 2014

6

 

 

 

 

Condensed Consolidated Statements of Shareholders’ Equity for the Six Months Ended
June 30, 2015 and June 30, 2014

7

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2015 and June 30, 2014

8

 

 

 

 

Notes to Condensed Consolidated Financial Statements

9

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

38

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

68

 

 

 

Item 4.

Controls and Procedures

70

 

 

 

Part II.

Other Information

 

 

 

 

Item 1.

Legal Proceedings

70

 

 

 

Item 1A.

Risk Factors

71

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

71

 

 

 

Item 3.

Defaults Upon Senior Securities

72

 

 

 

Item 4.

Mine Safety Disclosures

72

 

 

 

Item 5.

Other Information

72

 

 

 

Item 6.

Exhibits

73

 

 

 

 

Signatures

74

 

 

 

Heritage Oaks Bancorp | - 2 -

 



Table of Contents

 

Part I.  Financial Information

 

Item 1. Financial Statements

 

Condensed Consolidated Financial Statements and the notes thereto begin on the next page.

 

 

 

Heritage Oaks Bancorp | - 3 -

 



Table of Contents

 

Heritage Oaks Bancorp

and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

 

 

 

 

June 30,

 

December 31,

 

 

 

 

2015

 

2014

 

 

 

 

(dollars in thousands except per share data)

 

Assets

 

 

 

 

 

 

Cash and due from banks

 

 

$

16,085

 

  $

12,548

 

Interest earning deposits in other banks

 

 

112,928

 

23,032

 

Total cash and cash equivalents

 

 

129,013

 

35,580

 

Investment securities available for sale, at fair value

 

 

379,824

 

355,580

 

Loans held for sale, at lower of cost or fair value

 

 

8,736

 

2,586

 

Gross loans held for investment

 

 

1,191,153

 

1,193,483

 

Net deferred loan fees

 

 

(1,157)

 

(1,445)

 

Allowance for loan and lease losses

 

 

(16,982)

 

(16,802)

 

Net loans held for investment

 

 

1,173,014

 

1,175,236

 

Premises and equipment, net

 

 

37,996

 

37,820

 

Premises held for sale

 

 

1,840

 

1,978

 

Bank-owned life insurance

 

 

25,032

 

24,711

 

Goodwill

 

 

24,885

 

24,885

 

Deferred tax assets, net

 

 

23,180

 

24,920

 

Federal Home Loan Bank stock

 

 

7,853

 

7,853

 

Other intangible assets

 

 

4,823

 

5,347

 

Other assets

 

 

12,183

 

13,631

 

Total assets

 

 

$

1,828,379

 

  $

1,710,127

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Non-interest bearing deposits

 

 

$

516,431

 

  $

461,479

 

Interest bearing deposits

 

 

995,208

 

933,325

 

Total deposits

 

 

1,511,639

 

1,394,804

 

Short term FHLB borrowing

 

 

10,500

 

25,000

 

Long term FHLB borrowing

 

 

83,050

 

70,558

 

Junior subordinated debentures

 

 

13,338

 

13,233

 

Other liabilities

 

 

7,770

 

8,592

 

Total liabilities

 

 

1,626,297

 

1,512,187

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

Preferred stock, 5,000,000 shares authorized:

 

 

 

 

 

 

Series C preferred stock, $3.25 per share stated value; issued and outstanding:
0 shares and 348,697 shares at June 30, 2015, and December 31, 2014, respectively.

 

 

-

 

1,056

 

Common stock, no par value; authorized: 100,000,000 shares; issued and outstanding:

34,314,242 shares and 33,905,060 shares at June 30, 2015 and December 31, 2014, respectively.

 

 

165,415

 

164,196

 

Additional paid in capital

 

 

7,658

 

6,984

 

Retained earnings

 

 

28,800

 

24,772

 

Accumulated other comprehensive income, net of tax of $152 and $677 as of June 30, 2015 and December 31, 2014, respectively.

 

 

209

 

932

 

Total shareholders’ equity

 

 

202,082

 

197,940

 

Total liabilities and shareholders’ equity

 

 

$

1,828,379

 

  $

1,710,127

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

 

Heritage Oaks Bancorp | - 4 -

 



Table of Contents

 

Heritage Oaks Bancorp

and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(dollars in thousands, except per share data)

Interest Income

 

 

 

 

 

 

 

 

 

Loans, including fees

 

  $

 14,585

 

  $

 14,547

 

  $

 29,673

 

  $

 26,403

 

Investment securities

 

1,662

 

1,819

 

3,329

 

3,409

 

Other interest-earning assets

 

494

 

175

 

667

 

331

 

Total interest income

 

16,741

 

16,541

 

33,669

 

30,143

 

Interest Expense

 

 

 

 

 

 

 

 

 

Deposits

 

918

 

928

 

1,807

 

1,743

 

Other borrowings

 

581

 

416

 

1,122

 

752

 

Total interest expense

 

1,499

 

1,344

 

2,929

 

2,495

 

Net interest income before provision for loan losses

 

15,242

 

15,197

 

30,740

 

27,648

 

Provision for loan and lease losses

 

-

 

-

 

-

 

-

 

Net interest income after provision for loan and lease losses

 

15,242

 

15,197

 

30,740

 

27,648

 

Non-Interest Income

 

 

 

 

 

 

 

 

 

Fees and service charges

 

1,213

 

1,394

 

2,420

 

2,539

 

Net gain on sale of mortgage loans

 

484

 

364

 

870

 

552

 

Other mortgage fee income

 

118

 

105

 

256

 

159

 

Gain on sale of investment securities

 

-

 

101

 

505

 

99

 

Other income

 

456

 

512

 

1,221

 

877

 

Total non-interest income

 

2,271

 

2,476

 

5,272

 

4,226

 

Non-Interest Expense

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

5,786

 

6,340

 

12,045

 

11,957

 

Occupancy and equipment

 

1,748

 

1,748

 

3,335

 

3,213

 

Professional services

 

1,702

 

1,038

 

3,108

 

1,771

 

Information technology

 

541

 

952

 

1,142

 

1,647

 

Regulatory assessments

 

300

 

307

 

597

 

511

 

Sales and marketing

 

295

 

190

 

612

 

363

 

Amortization of intangible assets

 

262

 

297

 

524

 

463

 

Loan department expense

 

260

 

285

 

546

 

461

 

Communication costs

 

144

 

161

 

285

 

267

 

Merger, restructure and integration

 

(2)

 

922

 

30

 

8,037

 

Other expense

 

393

 

746

 

1,018

 

1,334

 

Total non-interest expense

 

11,429

 

12,986

 

23,242

 

30,024

 

Income before income taxes

 

6,084

 

4,687

 

12,770

 

1,850

 

Income tax expense

 

2,284

 

1,738

 

4,901

 

664

 

Net income

 

3,800

 

2,949

 

7,869

 

1,186

 

Dividends and accretion on preferred stock

 

70

 

-

 

70

 

-

 

Net income available to common shareholders

 

  $

 3,730

 

  $

 2,949

 

  $

 7,799

 

  $

 1,186

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Common Share

 

 

 

 

 

 

 

 

 

Basic

 

  $

 0.11

 

  $

 0.09

 

  $

 0.23

 

  $

 0.04

 

Diluted

 

  $

 0.11

 

  $

 0.09

 

  $

 0.23

 

  $

 0.04

 

Dividends Declared Per Common Share

 

  $

 0.06

 

  $

 -

 

  $

 0.11

 

  $

 -

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

 

Heritage Oaks Bancorp | - 5 -

 



Table of Contents

 

Heritage Oaks Bancorp

and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

 

 

 

For the Three Months Ended,

 

For the Six Months Ended,

 

 

June 30,

 

June 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

(dollars in thousands)

Net income

 

  $

 3,800

 

  $

 2,949

 

  $

 7,869

 

  $

 1,186

Other comprehensive (loss) income, net of tax:

 

 

 

 

 

 

 

 

Unrealized holding (losses) gains on securities arising during the period

 

(3,498)

 

2,422

 

(743)

 

5,223

Reclassification for net gains on investments included in net income

 

-

 

(101)

 

(505)

 

(99)

Other comprehensive (loss) income, before income tax (benefit) expense

 

(3,498)

 

2,321

 

(1,248)

 

5,124

Income tax (benefit) expense related to items of other comprehensive income

 

(1,471)

 

955

 

(525)

 

2,109

Other comprehensive (loss) income

 

(2,027)

 

1,366

 

(723)

 

3,015

Comprehensive income

 

  $

 1,773

 

  $

 4,315

 

  $

 7,146

 

  $

 4,201

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

 

Heritage Oaks Bancorp | - 6 -

 



Table of Contents

 

Heritage Oaks Bancorp

and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

Other

 

Total

 

 

 

Preferred

 

 

Number of

 

 

 

 

Paid-In

 

Retained

 

Comprehensive

 

Shareholders’

 

 

 

Stock

 

 

Shares

 

Amount

 

 

Capital

 

Earnings

 

(Loss) Income

 

Equity

 

 

 

(dollars in thousands, except per share data)

 

 

Balance, December 31, 2013

 

$

3,604

 

 

25,397,780

 

  $

101,511

 

 

  $

6,020

 

  $

18,717

 

  $

(3,425)

 

  $

126,427

 

Issuance of common stock in MISN Transaction

 

 

 

 

7,541,326

 

60,255

 

 

 

 

 

 

 

 

60,255

 

Stock issuance costs

 

 

 

 

 

 

 

 

 

(290)

 

 

 

 

 

(290

)

Exercise of stock options

 

 

 

 

38,617

 

132

 

 

 

 

 

 

 

 

132

 

Share-based compensation

 

 

 

 

 

 

 

 

 

466

 

 

 

 

 

466

 

Tax benefit of share-based compensation

 

 

 

 

 

 

 

 

 

14

 

 

 

 

 

14

 

Net issuance of restricted share awards

 

 

 

 

54,713

 

 

 

 

 

 

 

 

 

 

-    

 

Net income

 

 

 

 

 

 

 

 

 

 

 

1,186

 

 

 

1,186

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

3,015

 

3,015

 

Balance, June 30, 2014

 

$

3,604

 

 

33,032,436

 

  $

161,898

 

 

  $

6,210

 

  $

19,903

 

  $

(410)

 

  $

191,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2014

 

$

1,056

 

 

33,905,060

 

  $

164,196

 

 

  $

6,984

 

  $

24,772

 

  $

932

 

  $

197,940

 

Dividends declared ($0.11 per share)

 

 

 

 

 

 

 

 

 

 

 

(3,771)

 

 

 

(3,771

)

Repurchases of common stock

 

 

 

 

(3,696)

 

(28

)

 

 

 

 

 

 

 

(28

)

Exercise of stock options

 

 

 

 

40,344

 

191

 

 

 

 

 

 

 

 

191

 

Partial conversion of Series C preferred stock

 

(1,056

)

 

348,697

 

1,056

 

 

70

 

(70)

 

 

 

-    

 

Share-based compensation

 

 

 

 

 

 

 

 

 

535

 

 

 

 

 

535

 

Tax benefit of share-based compensation

 

 

 

 

 

 

 

 

 

69

 

 

 

 

 

69

 

Net issuance of restricted share awards

 

 

 

 

23,837

 

 

 

 

 

 

 

 

 

 

-    

 

Net income

 

 

 

 

 

 

 

 

 

 

 

7,869

 

 

 

7,869

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(723)

 

(723

)

Balance, June 30, 2015

 

$

-    

 

 

34,314,242

 

  $

165,415

 

 

  $

7,658

 

  $

28,800

 

  $

209

 

  $

202,082

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

 

Heritage Oaks Bancorp | - 7 -

 



Table of Contents

 

Heritage Oaks Bancorp

and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

 

 

For the Six Months Ended

 

 

 

June  30,

 

 

 

2015

 

2014

 

 

 

(dollars in thousands)

 

Cash Flows from Operating Activities

 

 

 

 

 

Net income

 

  $

7,869

 

  $

1,186

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

1,005

 

938

 

Write-downs on premises and equipment held for sale

 

138

 

799

 

Amortization of premiums / discounts

 

3,116

 

2,283

 

Amortization of intangible assets

 

524

 

463

 

Accretion of discount on acquired and purchased loans, net

 

(1,202)

 

(1,343

)

Share-based compensation expense

 

535

 

466

 

Gain on sale of available for sale securities

 

(505)

 

(99

)

Gain on sale of assets

 

(10)

 

(18

)

Gain on sale of loans held for sale

 

(870)

 

(552

)

Originations of loans held for sale

 

(76,630)

 

(40,674

)

Proceeds from sale of loans held for sale

 

71,350

 

35,203

 

Net increase in bank owned life insurance

 

(321)

 

(294

)

Decrease in deferred tax asset

 

2,265

 

3,170

 

Tax impact of share-based compensation

 

(69)

 

(14

)

Decrease in other assets and other liabilities, net

 

1,073

 

913

 

Net cash provided by operating activities

 

8,268

 

2,427

 

Cash Flows from Investing Activities

 

 

 

 

 

Net cash and cash equivalents acquired in MISN Transaction

 

-    

 

28,298

 

Purchase of securities, available for sale

 

(97,489)

 

(103,232

)

Sale of securities, available for sale

 

46,528

 

78,389

 

Proceeds from principal paydowns of securities, available for sale

 

22,941

 

21,157

 

Proceeds from sale of premises and equipment

 

9

 

1,170

 

Purchase of FHLB stock

 

-    

 

(941

)

Decrease in loans, net

 

2,591

 

10,507

 

Recoveries on previously charged-off loans

 

417

 

540

 

Proceeds from sale of foreclosed collateral

 

49

 

231

 

Purchase of property, premises and equipment, net

 

(1,191)

 

(2,689

)

Net cash (used in) provided by investing activities

 

(26,145)

 

33,430

 

Cash Flows from Financing Activities

 

 

 

 

 

Increase in deposits, net

 

116,849

 

48,805

 

Proceeds from Federal Home Loan Bank borrowing

 

36,000

 

15,000

 

Repayments of Federal Home Loan Bank borrowing

 

(38,000)

 

(42,000

)

Proceeds from exercise of stock options, including tax benefits

 

260

 

146

 

Stock issuance costs

 

-    

 

(290

)

Dividends paid

 

(3,771)

 

-    

 

Repurchases of common stock

 

(28)

 

-    

 

Net cash provided by financing activities

 

111,310

 

21,661

 

Net increase in cash and cash equivalents

 

93,433

 

57,518

 

Cash and cash equivalents, beginning of period

 

35,580

 

26,238

 

Cash and cash equivalents, end of period

 

  $

129,013

 

  $

83,756

 

 

 

 

 

 

 

Supplemental Cash Flow Information

 

 

 

 

 

Cash Flow Information

 

 

 

 

 

Interest paid

 

  $

2,860

 

  $

2,420

 

Income taxes paid

 

  $

560

 

  $

600

 

Non-Cash Flow Information

 

 

 

 

 

Change in unrealized (loss) gain on available for sale securities

 

  $

(743)

 

  $

5,223

 

Loans transferred to foreclosed assets

 

  $

416

 

  $

396

 

Premises transferred to held for sale

 

  $

-

 

  $

1,730

 

Accretion on preferred stock

 

  $

70

 

  $

 

Common stock issued in MISN Transaction

 

  $

-

 

  $

60,255

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

 

Heritage Oaks Bancorp | - 8 -

 



Table of Contents

 

Note 1.  Summary of Significant Accounting Policies

 

Description of Business

 

Heritage Oaks Bancorp (“Bancorp”) is a California corporation organized in 1994 to act as the holding company for Heritage Oaks Bank (the “Bank”), which opened for business in 1983.  The Bank, which is the Company’s sole operating subsidiary, operates branches within San Luis Obispo and Santa Barbara Counties and has a loan production office in Ventura County.  The Bank offers traditional banking products such as checking, savings, money market accounts and certificates of deposit, as well as mortgage, commercial, and consumer loans to customers who are predominately small to medium-sized businesses and to individuals.  As such, the Company is subject to a concentration risk associated with its banking operations in San Luis Obispo and Santa Barbara Counties, and to a lesser degree Ventura County. No one customer accounts for more than 10% of revenue or assets in any period presented and the Company has no assets nor does it generate any revenue from outside of the United States. While the chief decision-makers of the Company monitor the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis.  Operating segments are aggregated into one as operating results for all segments are similar.  Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for annual financial statements are not included herein. In the opinion of management, all adjustments (which consist solely of normal recurring accruals) considered necessary for a fair presentation of results for the interim periods presented have been included. These interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes contained in the Company’s 2014 Annual Report filed on Form 10-K with the Securities and Exchange Commission on March 6, 2015; file number 000-25020.

 

The condensed consolidated financial statements include the accounts of Bancorp and its wholly-owned financial subsidiary, Heritage Oaks Bank.  All significant inter-company balances and transactions have been eliminated. On February 28, 2014, the Company acquired 100% of the outstanding common shares of Mission Community Bancorp (“MISN”).  MISN’s results of operations are included in the Company’s results of operations beginning March 1, 2014.

 

Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

 

Investment in Non-Consolidated Subsidiaries

 

The Company accounts for its investment in Heritage Oaks Capital Trust II, Mission Community Capital Trust I, and Santa Lucia Bancorp (CA) Capital Trust, as unconsolidated subsidiaries using the equity method of accounting, as the Company is not the primary beneficiary of the trust.  Mission Community Capital Trust I and Santa Lucia Bancorp (CA) Capital Trust were acquired as part of the acquisition of Mission Community Bancorp on February 28, 2014.  The sole purpose of each of these trusts is for the issuance of trust preferred securities.

 

Reclassifications

 

Certain items in the prior year financial statements were reclassified to conform to the current presentation.  Reclassifications had no effect on prior year net income or shareholders’ equity.

 

Use of Estimates in the Preparation of Condensed Consolidated Financial Statements

 

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and general practices within the banking industry require management to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.

 

 

 

 

Heritage Oaks Bancorp | - 9 -

 



Table of Contents

 

Note 1.  Summary of Significant Accounting Policies - continued

 

Significant Accounting Policies

 

The significant accounting policies that the Company applies are detailed in Note 1. Summary of Significant Accounting Policies, of the Company’s 2014 Annual Report filed on Form 10-K.  There have been no changes to these policies or their application during the three or six months ended June 30, 2015.

 

Recent Accounting Standards Updates

 

Recent Accounting Guidance Adopted

 

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-14 Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40), Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure. This update addresses classification of government-guaranteed mortgage loans, including those where guarantees are offered by the Federal Housing Administration (“FHA”), the U.S. Department of Housing and Urban Development (“HUD”), and the U.S. Department of Veterans Affairs (“VA”). Although current accounting guidance stipulates proper measurement and classification in situations where a creditor obtains from a debtor, assets in satisfaction of a receivable (such as through foreclosure), current guidance does not specify how to measure and classify foreclosed mortgage loans that are government-guaranteed. Under the provisions of this update, a creditor would derecognize a mortgage loan that has been foreclosed upon, and recognize a separate receivable if the following conditions are met: (1) the loan has a government guarantee that is not separable from the loan before foreclosure, (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim, (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. The amendments within this update are effective for interim and annual periods, beginning after December 15, 2014. The adoption of this Update did not have a material impact on the Company’s consolidated financial statements.

 

On January 17, 2014, the FASB issued ASU No. 2014-04, Receivables – Troubled Debt Restructurings by Creditors. This ASU provides clarification that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in this ASU are effective for public business entities for interim and annual periods, beginning after December 15, 2014. The adoption of this Update did not have a material impact on the Company’s consolidated financial statements.

 

Recent Accounting Guidance Not Yet Effective

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This Update requires an entity to recognize revenue as performance obligations are met, in order to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration the entity is entitled to receive for those goods or services. The following steps are applied in the updated guidance: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. The amendments within this update are effective for the quarter ending March 31, 2018. The Company is currently in the process of evaluating the impact of the adoption of this Update, but does not expect a material impact on the Company’s consolidated financial statements.

 

 

 

 

Heritage Oaks Bancorp | - 10 -

 



Table of Contents

 

Note 2.  Business Combination

 

On February 28, 2014, the Company acquired 100% of the outstanding common shares of Mission Community Bancorp (“MISN”) and all unexercised warrants and options to purchase MISN common stock were cancelled, in exchange for 7,541,326 shares of the Company’s common stock and $8.7 million in cash (the “MISN Transaction”).  In conjunction with the merger, MISN’s wholly-owned bank subsidiary, Mission Community Bank, was merged with and into Heritage Oaks Bank.  The transaction was valued at $69.0 million, based on the Company’s closing stock price of $7.99 on February 28, 2014.  With the acquisition, the Company believes it has created a more valuable community banking franchise, with a low-cost core deposit base, strong capital ratios, attractive net interest margins, lower operating costs, and better overall returns for the shareholders of the combined company.  The Company also believes it now has a banking platform that is well positioned for future growth, both organically and through acquisitions.  The operating results for MISN are included in the Company’s condensed consolidated financial statements for the three and six months ended June 30, 2015, and from March 1, 2014 through June 30, 2014.  As of December 31, 2014, adjustments to the fair value of assets acquired and liabilities assumed in the MISN Transaction were complete.

 

The following table presents unaudited pro forma financial information for the three and six months ended June 30, 2014, as if the MISN Transaction were reflected in the Company’s operating results beginning on January 1, 2013. The unaudited pro forma information includes adjustments for interest income on loans and securities acquired, amortization of intangibles arising from the transaction, depreciation expense on property acquired, interest expense on deposits and borrowings acquired, and the related income tax effects. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effected on the assumed date.

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

 

 

 

 

 

 

June 30, 2014

 

June 30, 2014

 

 

 

(dollars in thousands, except per share data)

 

 

 

 

 

 

 

Net interest income

 

  $

 15,002

 

  $

 30,380

 

Provision for loan and lease losses

 

-    

 

-    

 

Non-interest income

 

2,476

 

4,840

 

Non-interest expense

 

12,986

 

33,459

 

Income before income taxes

 

4,492

 

1,761

 

Income tax expense

 

1,645

 

632

 

Net income

 

  $

 2,847

 

  $

 1,129

 

Earnings Per Common Share

 

 

 

 

 

Basic

 

  $

 0.09

 

  $

 0.03

 

Diluted

 

  $

 0.09

 

  $

 0.03

 

 

 

 

 

Heritage Oaks Bancorp | - 11 -

 



Table of Contents

 

Note 3.  Fair Value of Assets and Liabilities

 

Recurring Basis

 

The following table provides a summary of the assets the Company measures at fair value on a recurring basis:

 

 

 

 

 

 

Fair Value Measurements at the End of the
Reporting Period Using

 

 

 

As of

 

Quoted Prices in

 

Significant Other

 

Significant

 

 

 

June 30, 2015

 

Active Markets for

 

Observable

 

Unobservable

 

 

 

Assets At

 

Identical Assets

 

Inputs

 

Inputs

 

 

 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

(dollars in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

Obligations of U.S. government agencies

 

  $

 47,421

 

  $

 -  

 

  $

 47,421

 

  $

 -  

 

Mortgage backed securities:

 

 

 

 

 

 

 

 

 

U.S government sponsored entities and agencies

 

206,311

 

-  

 

206,311

 

-  

 

Non-agency

 

12,983

 

-  

 

12,983

 

-  

 

State and municipal securities

 

96,562

 

-  

 

96,562

 

-  

 

Asset backed securities

 

16,547

 

-  

 

16,547

 

-  

 

Total assets measured on a recurring basis

 

  $

 379,824

 

  $

 -  

 

  $

 379,824

 

  $

 -  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at the End of the
Reporting Period Using

 

 

 

As of

 

Quoted Prices in

 

Significant Other

 

Significant

 

 

 

December 31, 2014

 

Active Markets for

 

Observable

 

Unobservable

 

 

 

Assets At

 

Identical Assets

 

Inputs

 

Inputs

 

 

 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Obligations of U.S. government agencies

 

  $

 19,664

 

  $

 -  

 

  $

 19,664

 

  $

 -  

 

Mortgage backed securities:

 

 

 

 

 

 

 

 

 

U.S government sponsored entities and agencies

 

215,398

 

-  

 

215,398

 

-  

 

Non-agency

 

11,901

 

-  

 

11,901

 

-  

 

State and municipal securities

 

82,592

 

-  

 

82,592

 

-  

 

Asset backed securities

 

26,025

 

-  

 

26,025

 

-  

 

Total assets measured on a recurring basis

 

  $

 355,580

 

  $

 -  

 

  $

 355,580

 

  $

 -  

 

 

Non-recurring Basis

 

The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a non-recurring basis. These include assets and liabilities that are measured at the lower of cost or fair value, and were measured at fair value which was below cost. Certain impaired loans measured at fair value at December 31, 2014 are no longer recorded at fair value due to the borrower payments reducing the carrying value of these loans to less than fair value, and due to other impaired loans being evaluated under the discounted cash flow method versus the collateral method. The discounted cash flow method as prescribed by ASC 310 Receivables, is not a fair value measurement since the discount rate utilized is the loan’s effective interest rate, which is not a market rate. The discounted cash flow approach is used to measure impairment for certain impaired loans, because of their significant payment history and the global cash flow analysis performed on each borrower.

 

 

 

 

Heritage Oaks Bancorp | - 12 -

 



Table of Contents

 

Note 3.  Fair Value of Assets and Liabilities - continued

 

The following tables provide a summary of assets the Company measures at fair value on a non-recurring basis:

 

 

 

 

 

Fair Value Measurements at the End of the
Reporting Period Using

 

 

 

 

 

As of

 

Quoted Prices in

 

Significant Other

 

Significant

 

 

 

 

 

June 30, 2015

 

Active Markets for

 

Observable

 

Unobservable

 

Year To

 

 

 

Assets At

 

Identical Assets

 

Inputs

 

Inputs

 

Date Losses

 

 

 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

(Recoveries)

 

 

 

(dollars in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

Land

 

  $

3,261

 

  $

-   

 

  $

-   

 

  $

3,261

 

  $

(125

)

Total assets measured on a non-recurring basis

 

  $

3,261

 

  $

-   

 

  $

-   

 

  $

3,261

 

  $

(125

)

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at the End of the
Reporting Period Using

 

 

 

 

 

As of

 

Quoted Prices in

 

Significant Other

 

Significant

 

 

 

 

 

December 31, 2014

 

Active Markets for

 

Observable

 

Unobservable

 

Year To

 

 

 

Assets At

 

Identical Assets

 

Inputs

 

Inputs

 

Date Losses

 

 

 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

(Recoveries)

 

 

 

(dollars in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

  $

1,325

 

  $

-   

 

  $

-   

 

  $

1,325

 

  $

1,026

 

Land

 

3,261

 

-   

 

-   

 

3,261

 

(946

)

Total assets measured on a non-recurring basis

 

  $

4,586

 

  $

-   

 

  $

-   

 

  $

4,586

 

  $

80

 

 

There were no transfers into or out of Level 1 or Level 2 assets reported at fair value on either a recurring or non-recurring basis during the three or six months ended June 30, 2015.

 

 

 

Heritage Oaks Bancorp | - 13 -

 



Table of Contents

 

Note 3.  Fair Value of Assets and Liabilities - continued

 

Fair Value of Financial Instruments

 

The following table provides a summary of the estimated fair value of financial instruments:

 

 

 

 

 

Fair Value Measurements at the End of the
Reporting Period Using

 

 

 

 

 

As of

 

Quoted Prices in

 

Significant Other

 

Significant

 

 

 

 

 

June 30, 2015

 

Active Markets for

 

Observable

 

Unobservable

 

 

 

 

 

Carrying

 

Identical Assets

 

Inputs

 

Inputs

 

 

 

 

 

Amount

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Fair Value

 

 

(dollars in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

  $

129,013

 

  $

129,013

 

  $

-   

 

  $

-      

 

  $

129,013

 

Investment securities available for sale

 

379,824

 

-   

 

379,824

 

-      

 

379,824

 

Federal Home Loan Bank stock

 

7,853

 

-   

 

-   

 

-      

 

N/A

 

Loans receivable, net of deferred fees and costs

 

1,189,996

 

-   

 

-   

 

1,209,135

 

1,209,135

 

Loans held for sale

 

8,736

 

-   

 

8,736

 

-      

 

8,736

 

Accrued interest receivable

 

5,928

 

-   

 

2,309

 

3,619

 

5,928

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing deposits

 

516,431

 

516,431

 

-   

 

-      

 

516,431

 

Interest bearing deposits

 

995,208

 

-   

 

997,927

 

-      

 

997,927

 

Federal Home Loan Bank advances

 

93,550

 

-   

 

93,778

 

-      

 

93,778

 

Junior subordinated debentures

 

13,338

 

-   

 

-   

 

10,236

 

10,236

 

Accrued interest payable

 

470

 

-   

 

470

 

-      

 

470

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at the End of the
Reporting Period Using

 

 

 

 

 

As of

 

Quoted Prices in

 

Significant Other

 

Significant

 

 

 

 

 

December 31, 2014

 

Active Markets for

 

Observable

 

Unobservable

 

 

 

 

 

Carrying

 

Identical Assets

 

Inputs

 

Inputs

 

 

 

 

 

Amount

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Fair Value

 

 

(dollars in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

  $

35,580

 

  $

35,580

 

  $

-   

 

  $

-      

 

  $

35,580

 

Investment securities available for sale

 

355,580

 

-   

 

355,580

 

-      

 

355,580

 

Federal Home Loan Bank stock

 

7,853

 

-   

 

-   

 

-      

 

N/A

 

Loans receivable, net of deferred fees and costs

 

1,192,038

 

-   

 

-   

 

1,196,997

 

1,196,997

 

Loans held for sale

 

2,586

 

-   

 

2,586

 

-      

 

2,586

 

Accrued interest receivable

 

5,659

 

-   

 

2,038

 

3,621

 

5,659

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Non interest-bearing deposits

 

461,479

 

461,479

 

-   

 

-      

 

461,479

 

Interest-bearing deposits

 

933,325

 

-   

 

936,151

 

-      

 

936,151

 

Federal Home Loan Bank advances

 

95,558

 

-   

 

96,679

 

-      

 

96,679

 

Junior subordinated debentures

 

13,233

 

-   

 

-   

 

9,297

 

9,297

 

Accrued interest payable

 

401

 

-   

 

401

 

-      

 

401

 

 

Information on off-balance-sheet instruments follows:

 

 

 

June 30, 2015

 

December 31, 2014

 

 

 

Notional

 

Cost to Cede

 

Notional

 

Cost to Cede

 

 

 

Amount

 

or Assume

 

Amount

 

or Assume

 

 

 

(dollars in thousands)

 

Off-balance sheet instruments, commitments to extend credit and standby letters of credit

 

  $

258,122

 

  $

2,581

 

  $

253,275

 

  $

2,533

 

 

 

 

Heritage Oaks Bancorp | - 14 -

 



Table of Contents

 

Note 4.  Investment Securities

 

The following table sets forth the amortized cost and fair values of the Company’s investment securities, all of which are reported as available for sale:

 

 

 

June 30, 2015

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

 

 

Cost

 

Gains

 

Loss

 

Value

 

 

 

(dollars in thousands)

 

Obligations of U.S. government agencies

 

  $

 47,340

 

  $

 269

 

  $

 (188)

 

  $

 47,421

 

Mortgage backed securities

 

 

 

 

 

 

 

 

 

U.S. government sponsored entities and agencies

 

206,571

 

1,229

 

(1,489)

 

206,311

 

Non-agency

 

13,030

 

-

 

(47)

 

12,983

 

State and municipal securities

 

95,778

 

1,712

 

(928)

 

96,562

 

Asset backed securities

 

16,744

 

-

 

(197)

 

16,547

 

Total available for sale securities

 

  $

 379,463

 

  $

 3,210

 

  $

 (2,849)

 

  $

 379,824

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

 

 

Cost

 

Gains

 

Loss

 

Value

 

 

 

(dollars in thousands)

 

Obligations of U.S. government agencies

 

  $

 19,562

 

  $

 191

 

  $

 (89)

 

  $

 19,664

 

Mortgage backed securities

 

 

 

 

 

 

 

 

 

U.S. government sponsored entities and agencies

 

216,492

 

1,092

 

(2,186)

 

215,398

 

Non-agency

 

11,891

 

21

 

(11)

 

11,901

 

State and municipal securities

 

79,810

 

2,843

 

(61)

 

82,592

 

Asset backed securities

 

26,216

 

-

 

(191)

 

26,025

 

Total available for sale securities

 

  $

 353,971

 

  $

 4,147

 

  $

 (2,538)

 

  $

 355,580

 

 

The following table provides a summary of investment securities in an unrealized loss position:

 

 

 

June 30, 2015

 

 

Less Than Twelve Months

 

Twelve Months or More

 

Total

 

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

 

 

Value

 

Loss

 

Value

 

Loss

 

Value

 

Loss

 

 

 

(dollars in thousands)

 

Obligations of U.S. government agencies

 

  $

28,200

 

  $

(188)

 

  $

-       

 

  $

-      

 

  $

28,200

 

  $

(188)

 

Mortgage backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government sponsored entities and agencies

 

64,634

 

(654)

 

37,887

 

(835)

 

102,521

 

(1,489)

 

Non-agency

 

12,812

 

(47)

 

-

 

-

 

12,812

 

(47)

 

State and municipal securities

 

49,771

 

(918)

 

966

 

(10)

 

50,737

 

(928)

 

Asset backed securities

 

-

 

-

 

16,547

 

(197)

 

16,547

 

(197)

 

Total

 

  $

155,417

 

  $

(1,807)

 

  $

55,400

 

  $

(1,042)

 

  $

210,817

 

  $

(2,849)

 

 

 

 

 

 

December 31, 2014

 

 

Less Than Twelve Months

 

Twelve Months or More

 

Total

 

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

 

 

Value

 

Loss

 

Value

 

Loss

 

Value

 

Loss

 

 

 

(dollars in thousands)

 

Obligations of U.S. government agencies

 

  $

2,795

 

  $

(17)

 

  $

2,607

 

  $

(72)

 

  $

5,402

 

  $

(89)

 

Mortgage backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government sponsored entities and agencies

 

50,583

 

(670)

 

58,753

 

(1,516)

 

109,336

 

(2,186)

 

Non-agency

 

3,000

 

(7)

 

507

 

(4)

 

3,507

 

(11)

 

State and municipal securities

 

5,899

 

(47)

 

2,245

 

(14)

 

8,144

 

(61)

 

Asset backed securities

 

-

 

-

 

17,153

 

(191)

 

17,153

 

(191)

 

Total

 

  $

62,277

 

  $

(741)

 

  $

81,265

 

  $

(1,797)

 

  $

143,542

 

  $

(2,538)

 

 

 

 

Heritage Oaks Bancorp | - 15 -

 



Table of Contents

 

Note 4.  Investment Securities - continued

 

A total of 109 securities were in an unrealized loss position as of June 30, 2015, and 57 as of December 31, 2014.  As of June 30, 2015, the Company believes that unrealized losses in its investment securities portfolio are not attributable to credit quality, but rather fluctuations in market prices for these investments.  In the case of the agency mortgage related securities, they have contractual cash flows guaranteed by agencies of the U.S. Government.  While the Company’s investment security holdings have contractual maturity dates that range from 1 to 40 years, they have a much shorter effective duration dependent on the instrument’s priority in the overall cash flow structure and the characteristics of the loans underlying the investment security. Management does not intend to sell and it is unlikely that management will be required to sell the securities prior to their anticipated recovery in value.  As of June 30, 2015, the Company does not believe unrealized losses related to any of its securities are other than temporary.

 

Sales of Available for Sale Securities

 

The proceeds from the sale of securities and the associated gains and losses are listed below:

 

 

 

For Three Months Ended

 

For Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(dollars in thousands)

 

Proceeds

 

  $

-

 

  $

62,826

 

  $

46,528

 

  $

78,389

 

Gross gains

 

-

 

279

 

679

 

357

 

Gross losses

 

-

 

(178)

 

(174)

 

(258

)

 

Income tax expense on net realized gains from the sale of investment securities for the three months ended June 30, 2014 was $42 thousand.  The Company made no sales of investment securities during the three months ended June 30, 2015.  Income tax expense related to net realized gains on the sale of securities was $212 thousand and $41 thousand for the six months ended June 30, 2015 and 2014, respectively.

 

Maturities of Available for Sale Securities

 

The amortized cost and fair value maturities of available for sale investment securities at June 30, 2015 are shown below. The table reflects the expected lives of mortgage backed securities, based on the Company’s historical prepayment experience, because borrowers who are party to loans underlying these securities may have the right to prepay obligations without prepayment penalties.  Therefore actual maturities may differ from contractual maturities. Contractual maturities are reflected for all other security types.

 

 

 

June 30, 2015

 

December 31, 2014

 

 

Amortized

 

 

 

Amortized

 

 

 

 

 

Cost

 

Fair Value

 

Cost

 

Fair Value

 

 

 

 

 

(dollars in thousands)

 

 

 

Due one year or less

 

$

 37,535

 

$

 37,644

 

$

 38,674

 

$

 38,587

 

Due after one year through five years

 

125,489

 

125,692

 

113,081

 

112,926

 

Due after five years through ten years

 

154,744

 

155,216

 

137,909

 

140,115

 

Due after ten years

 

61,695

 

61,272

 

64,307

 

63,952

 

Total

 

$

 379,463

 

$

 379,824

 

$

 353,971

 

$

 355,580

 

 

Securities having an amortized cost and a fair value of $135.2 million and $136.2 million, respectively, at June 30, 2015, and $67.3 million and $72.5 million, respectively, at December 31, 2014 were pledged to secure public deposits.  As of June 30, 2015 and December 31, 2014, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of total securities.

 

 

 

Heritage Oaks Bancorp | - 16 -

 



Table of Contents

 

Note 4.  Investment Securities - continued

 

The following table summarizes earnings on both taxable and tax-exempt investment securities:

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

 

June 30,

 

June 30,

 

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

(dollars in thousands)

 

 

Taxable earnings on investment securities

 

 

 

 

 

 

 

 

 

 

Obligations of U.S. government agencies

 

  $

 191

 

  $

 66

 

  $

 326

 

  $

 114

 

 

Mortgage backed securities

 

738

 

1,194

 

1,591

 

2,219

 

 

State and municipal securities

 

126

 

2

 

188

 

2

 

 

Corporate debt securities

 

-     

 

3

 

-     

 

6

 

 

Asset backed securities

 

32

 

86

 

80

 

161

 

 

Non-taxable earnings on investment securities

 

 

 

 

 

 

 

 

 

 

State and municipal securities

 

575

 

468

 

1,144

 

907

 

 

Total

 

  $

 1,662

 

  $

 1,819

 

  $

 3,329

 

  $

 3,409

 

 

 

Note 5.  Loans and Allowance for Loan and Lease Losses

 

The following table provides a summary of outstanding loan balances:

 

 

 

June 30, 2015

 

December 31, 2014

 

 

Non-PCI

 

PCI

 

 

 

Non-PCI

 

PCI

 

 

 

 

 

Loans

 

Loans

 

Total

 

Loans

 

Loans

 

Total

 

 

 

(dollars in thousands)

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

580,072

 

$

5,739

 

$

585,811

 

$

584,056

 

$

4,416

 

$

588,472

 

Residential 1 to 4 family

 

142,692

 

564

 

143,256

 

126,640

 

561

 

127,201

 

Farmland

 

104,613

 

-

 

104,613

 

96,708

 

1,665

 

98,373

 

Multi-family residential

 

76,903

 

-

 

76,903

 

78,645

 

-

 

78,645

 

Home equity lines of credit

 

32,759

 

-

 

32,759

 

38,252

 

-

 

38,252

 

Construction

 

20,969

 

-

 

20,969

 

24,493

 

-

 

24,493

 

Land

 

19,273

 

815

 

20,088

 

19,316

 

851

 

20,167

 

Total real estate secured

 

977,281

 

7,118

 

984,399

 

968,110

 

7,493

 

975,603

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

150,244

 

1,157

 

151,401

 

153,403

 

1,384

 

154,787

 

Agriculture

 

47,168

 

1,433

 

48,601

 

53,678

 

1,423

 

55,101

 

Other

 

1

 

-

 

1

 

14

 

-

 

14

 

Total commercial

 

197,413

 

2,590

 

200,003

 

207,095

 

2,807

 

209,902

 

Installment

 

6,499

 

-

 

6,499

 

7,723

 

-

 

7,723

 

Overdrafts

 

252

 

-

 

252

 

255

 

-

 

255

 

Total gross loans held for investment

 

1,181,445

 

9,708

 

1,191,153

 

1,183,183

 

10,300

 

1,193,483

 

Net deferred loan fees

 

(1,157)

 

-

 

(1,157)

 

(1,445)

 

-

 

(1,445)

 

Allowance for loan and lease losses

 

(16,891)

 

(91)

 

(16,982)

 

(16,802)

 

-

 

(16,802)

 

Total net loans held for investment

 

$

1,163,397

 

$

9,617

 

$

1,173,014

 

$

1,164,936

 

$

10,300

 

$

1,175,236

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

$

8,736

 

$

-

 

$

8,736

 

$

2,586

 

$

-    

 

$

2,586

 

 

At June 30, 2015, and December 31, 2014, the loan portfolio includes loans purchased with evidence of deterioration in credit quality since their origination, referred to as “PCI loans,” and are specifically accounted for under ASC 310-30, as more fully discussed in Note 1. Summary of Significant Accounting Policies of the consolidated financial statements in the Company’s 2014 annual report filed on Form 10-K.  These loans were acquired as part of the MISN Transaction.  All other loans, referred to as “non-PCI loans,” consist of originated loans, as well as acquired and purchased loans which have not exhibited evidence of deteriorated credit quality since their origination.  Non-PCI loans are not accounted for within the scope of ASC 310-30.

 

 

 

Heritage Oaks Bancorp | - 17 -

 



Table of Contents

 

Note 5.  Loans and Allowance for Loan and Lease Losses - continued

 

Gross loans include $202.2 million and $239.7 million of loans acquired in the MISN Transaction at June 30, 2015 and December 31, 2014, respectively.  These loans were recorded at fair value on the date of acquisition.  Of the loans acquired in the MISN transaction, $9.7 million and $10.3 million at June 30, 2015 and December 31, 2014, respectively, are considered PCI loans.  Loans held for sale are primarily single-family residential mortgage loans under contract to be sold in the secondary market. In most cases, loans in this category are sold within thirty to sixty days.

 

Under a blanket lien to the Federal Home Loan Bank (“FHLB”), the Bank has pledged $593.2 million in loans to secure a credit facility totaling $394.8 million, of which $93.5 million is outstanding as of June 30, 2015.  Of this credit facility, $11.5 million is available as a line of credit, while the remainder is available for potential future borrowings.  The Bank also has a collateralized borrowing line with the Federal Reserve Bank secured by $7.0 million of loans as of June 30, 2015.

 

Concentration of Credit Risk

 

The Company held loans that were collateralized by various forms of real estate totaling $993.1 million and $978.2 million at June 30, 2015 and December 31, 2014, respectively.  These loans are generally made to borrowers located in the counties of San Luis Obispo, Santa Barbara and Ventura.  The Company attempts to reduce its concentration of credit risk by making loans which are diversified by product type.  While management believes that the collateral presently securing this portfolio is adequate, there can be no assurances that deterioration in the California real estate market, or the impact of the current California drought on our real estate collateralized loans, would not expose the Company to significantly greater credit risk.

 

Loans Serviced for Others

 

Loans serviced for others are not included in the accompanying balance sheets.  The unpaid principal balance of loans serviced for others, exclusive of Small Business Administration (“SBA”) loans, was $43.4 million at June 30, 2015 and $44.8 million at December 31, 2014.

 

From time to time, the Company also originates SBA loans for sale and retains the servicing of the guaranteed portion of the loan sold.  At June 30, 2015 and December 31, 2014, the unpaid principal balance of SBA loans serviced for others totaled $10.2 million and $13.0 million, respectively.  No gains were recorded on the sale of SBA loans during the three or six months ended June 30, 2015 and 2014.

 

 

 

Heritage Oaks Bancorp | - 18 -

 



Table of Contents

 

Note 5.  Loans and Allowance for Loan and Lease Losses - continued

 

Impaired Loans

 

The following tables provide a summary of the Company’s recorded investment in non-PCI and PCI impaired loans as of June 30, 2015, and presents average balances and interest income recognized for non-PCI and PCI impaired loans for the three and six months ended June 30, 2015.

 

 

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

June 30, 2015

 

June 30, 2015

 

June 30, 2015

 

 

 

 

 

Unpaid

 

Specific

 

Average

 

Interest

 

Average

 

Interest

 

 

 

Recorded

 

Principal

 

Allowance for

 

Recorded

 

Income

 

Recorded

 

Income

 

 

 

Investment

 

Balance

 

Impaired Loans

 

Investment

 

Recognized

 

Investment

 

Recognized

 

 

 

(dollars in thousands)

 

Non-PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Without Related Allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

  $

4,281

 

  $

5,735  

 

  $

-  

 

  $

4,263

 

  $

38

 

  $

4,211

 

  $

75

 

Land

 

1,417

 

2,127  

 

-  

 

1,496

 

24

 

1,570

 

47

 

Residential 1 to 4 family

 

707

 

849  

 

-  

 

680

 

1

 

540

 

1

 

Farmland

 

272

 

272  

 

-  

 

725

 

3

 

578

 

19

 

Home equity lines of credit

 

86

 

86  

 

-  

 

66

 

-

 

130

 

-

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

3,379

 

3,722  

 

-  

 

3,993

 

12

 

3,680

 

34

 

Agriculture

 

655

 

695  

 

-  

 

657

 

1

 

678

 

1

 

Installment

 

157

 

221  

 

-  

 

160

 

1

 

144

 

3

 

Total

 

10,954

 

13,707  

 

-  

 

12,040

 

80

 

11,531

 

180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With Related Allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

4,600

 

8,346  

 

1,339

 

4,637

 

-

 

4,666

 

-

 

Commercial

 

468

 

679  

 

100

 

476

 

-

 

483

 

-

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

1,158

 

1,161  

 

118

 

980

 

16

 

967

 

29

 

Total

 

6,226

 

10,186  

 

1,557

 

6,093

 

16

 

6,116

 

29

 

Total Non-PCI impaired loans

 

  $

17,180

 

  $

23,893  

 

  $

1,557

 

  $

18,133

 

  $

96

 

  $

17,647

 

  $

209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

June 30, 2015

 

June 30, 2015

 

June 30, 2015

 

 

 

 

 

Unpaid

 

Specific

 

Average

 

Interest

 

Average

 

Interest

 

 

 

Recorded

 

Principal

 

Allowance for

 

Recorded

 

Income

 

Recorded

 

Income

 

 

 

Investment

 

Balance

 

Impaired Loans

 

Investment

 

Recognized

 

Investment

 

Recognized

 

 

 

(dollars in thousands)

 

PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Without Related Allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

  $

4,932

 

  $

6,412  

 

  $

-  

 

  $

4,951

 

  $

125

 

  $

5,073

 

  $

665

 

Land

 

553

 

674  

 

-  

 

555

 

20

 

556

 

38

 

Residential 1 to 4 family

 

449

 

683  

 

-  

 

449

 

13

 

450

 

24

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

1,433

 

1,492  

 

-  

 

1,435

 

29

 

1,433

 

58

 

Commercial and industrial

 

501

 

874  

 

-  

 

552

 

30

 

602

 

60

 

Total

 

7,868

 

10,135  

 

-  

 

7,942

 

217

 

8,114

 

845

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With Related Allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

807

 

858  

 

43

 

806

 

19

 

800

 

49

 

Land

 

262

 

266  

 

8

 

274

 

5

 

280

 

10

 

Residential 1 to 4 family

 

115

 

197  

 

2

 

115

 

3

 

114

 

6

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

656

 

723  

 

38

 

661

 

11

 

671

 

22

 

Total

 

1,840

 

2,044  

 

91

 

1,856

 

38

 

1,865

 

87

 

Total PCI loans

 

  $

9,708

 

  $

12,179  

 

  $

91

 

  $

9,798

 

  $

255

 

  $

9,979

 

  $

932

 

 

 

 

Heritage Oaks Bancorp | - 19 -

 



Table of Contents

 

Note 5.  Loans and Allowance for Loan and Lease Losses – continued

 

The following table provides a summary of the Company’s recorded investment in non-PCI and PCI impaired loans as of December 31, 2014, and presents average balances and interest income recognized for non-PCI and PCI impaired loans for the three and six months ended June 30, 2014.

 

 

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

December 31, 2014

 

June 30, 2014

 

June 30, 2014

 

 

 

 

 

Unpaid

 

Specific

 

Average

 

Interest

 

Average

 

Interest

 

 

 

Recorded

 

Principal

 

Allowance for

 

Recorded

 

Income

 

Recorded

 

Income

 

 

 

Investment

 

Balance

 

Impaired Loans

 

Investment

 

Recognized

 

Investment

 

Recognized

 

 

 

(dollars in thousands)

 

Non-PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Without Related Allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

  $

4,000

 

  $

6,255

 

  $

-   

 

  $

1,631

 

  $

6

 

  $

1,711

 

  $

12

 

Land

 

1,470

 

2,355

 

-   

 

1,245

 

15

 

1,237

 

30

 

Farmland

 

283

 

282

 

-   

 

147

 

4

 

147

 

9

 

Residential 1 to 4 family

 

260

 

383

 

-   

 

413

 

2

 

587

 

10

 

Home equity lines of credit

 

258

 

340

 

-   

 

50

 

-   

 

50

 

-   

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

2,875

 

3,967

 

-   

 

3,592

 

34

 

3,543

 

63

 

Agriculture

 

720

 

760

 

-   

 

876

 

-   

 

757

 

-   

 

Installment

 

112

 

201

 

-   

 

92

 

1

 

104

 

2

 

Total

 

9,978

 

14,543

 

-   

 

8,046

 

62

 

8,136

 

126

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With Related Allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

4,876

 

8,499

 

1,472

 

6,553

 

21

 

6,627

 

42

 

Commercial

 

498

 

688

 

148

 

-   

 

-   

 

-   

 

-   

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

1,043

 

1,054

 

151

 

1,794

 

28

 

1,873

 

46

 

Total

 

6,417

 

10,241

 

1,771

 

8,347

 

49

 

8,500

 

88

 

Total Non-PCI impaired loans

 

  $

16,395

 

  $

24,784

 

  $

1,771

 

  $

16,393

 

  $

111

 

  $

16,636

 

  $

214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

December 31, 2014

 

June 30, 2014

 

June 30, 2014

 

 

 

 

 

Unpaid

 

Specific

 

Average

 

Interest

 

Average

 

Interest

 

 

 

Recorded

 

Principal

 

Allowance for

 

Recorded

 

Income

 

Recorded

 

Income

 

 

 

Investment

 

Balance

 

Impaired Loans

 

Investment

 

Recognized

 

Investment

 

Recognized

 

 

 

(dollars in thousands)

 

PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Without Related Allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

  $

4,432

 

  $

6,109

 

  $

-   

 

  $

5,249

 

  $

127

 

  $

5,288

 

  $

196

 

Farmland

 

1,673

 

2,027

 

-   

 

1,718

 

44

 

1,725

 

45

 

Land

 

853

 

993

 

-   

 

979

 

26

 

983

 

26

 

Residential 1 to 4 family

 

564

 

886

 

-   

 

595

 

15

 

596

 

16

 

Home equity lines of credit

 

-   

 

-   

 

-   

 

81

 

2

 

81

 

2

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

1,431

 

1,492

 

-   

 

1,224

 

28

 

1,227

 

28

 

Commercial and industrial

 

1,388

 

1,883

 

-   

 

2,532

 

32

 

2,586

 

78

 

Total PCI loans

 

  $

10,341

 

  $

13,390

 

  $

-   

 

  $

12,378

 

  $

274

 

  $

12,486

 

  $

391

 

 

The Company did not record income from the receipt of cash payments related to non-accruing loans during the three and six months ended June 30, 2015 and 2014. Interest income recognized on impaired loans in the tables above represents interest on accruing troubled debt restructurings, and accretion on PCI loans. Valuation allowances for impaired loans have been determined on a loan-by-loan basis.

 

At June 30, 2015, there were no residential 1 to 4 family loans in process of foreclosure, or residential 1 to 4 family properties included in foreclosed assets.

 

 

 

Heritage Oaks Bancorp | - 20 -

 



Table of Contents

 

Note 5.  Loans and Allowance for Loan and Lease Losses - continued

 

Troubled Debt Restructurings (“TDR”)

 

The following table provides a summary of loans that were classified as TDRs as of the dates indicated below:

 

 

 

June 30, 2015

 

December 31, 2014

 

 

Accrual

 

Non-accrual

 

Total

 

Accrual

 

Non-accrual

 

Total

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

 $

1,263

 

 $

 4,751

 

 $

6,014

 

 $

1,109

 

 $

5,149

 

 $

 6,258

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

2,651

 

224

 

2,875

 

2,449

 

78

 

2,527

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential 1 to 4 family

 

-    

 

707

 

707

 

130

 

130

 

260

 

 

 

 

 

 

 

 

 

 

 

 

 

Farmland

 

272

 

-    

 

272

 

283

 

-    

 

283

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

1,628

 

2,806

 

4,434

 

2,177

 

1,593

 

3,770

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

29

 

-

 

29

 

34

 

-    

 

34

 

 

 

 

 

 

 

 

 

 

 

 

 

Installment

 

118

 

-

 

118

 

69

 

-    

 

69

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-PCI loans

 

5,961

 

8,488

 

14,449

 

6,251

 

6,950

 

13,201

 

 

 

 

 

 

 

 

 

 

 

 

 

PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

584

 

60

 

644

 

223

 

-    

 

223

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

50

 

-    

 

50

 

-    

 

-    

 

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

35

 

87

 

122

 

37

 

107

 

144

 

 

 

 

 

 

 

 

 

 

 

 

 

Total PCI loans

 

669

 

147

 

816

 

260

 

107

 

367

 

 

 

 

 

 

 

 

 

 

 

 

 

Total TDRs

 

 $

6,630

 

 $

8,635

 

 $

15,265

 

 $

6,511

 

 $

 7,057

 

 $

 13,568

 

The majority of the Bank’s TDRs resulted from granting concessions with respect to interest rates, payment structure and/or maturity.  Modifications for the three and six months ended June 30, 2015, and 2014 relate to extensions of the maturity date at the loan’s original interest rate, which was lower than the current market rate for new debt with similar risk.  The maturity date extensions granted were for periods ranging from 6 months to 10 years.  As of June 30, 2015, the Company was not committed to lend any additional funds to borrowers whose obligations to the Company were restructured.  The financial effects of modifications for the three and six months ended June 30, 2015, and 2014 were not material.

 

 

 

Heritage Oaks Bancorp | - 21 -

 



Table of Contents

 

Note 5.  Loans and Allowance for Loan and Lease Losses – continued

 

The following tables summarize loan modifications which resulted in TDRs during the periods presented below:

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

June 30, 2015

 

June 30, 2015

 

 

 

 

 

Pre-Modification

 

Post-Modification

 

 

 

Pre-Modification

 

Post-Modification

 

 

 

 

 

Outstanding

 

Outstanding

 

 

 

Outstanding

 

Outstanding

 

 

 

Number

 

Recorded

 

Recorded

 

Number

 

Recorded

 

Recorded

 

 

 

of TDRs

 

Investment

 

Investment

 

of TDRs

 

Investment

 

Investment

 

 

 

(dollars in thousands)

 

Non-PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential 1 to 4 family

 

1

 

  $

90

 

  $

90

 

3

 

  $

624

 

  $

624

 

Commercial

 

1

 

106

 

106

 

4

 

670

 

670

 

Farmland

 

1

 

498

 

498

 

1

 

498

 

498

 

Land

 

1

 

97

 

97

 

1

 

97

 

97

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

5

 

1,926

 

1,926

 

9

 

2,113

 

2,113

 

Agriculture

 

-    

 

-    

 

-    

 

1

 

898

 

898

 

Installment

 

-    

 

-    

 

-    

 

1

 

57

 

57

 

PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

4

 

645

 

645

 

4

 

645

 

645

 

Land

 

1

 

50

 

50

 

1

 

50

 

50

 

Total

 

14

 

  $

3,412

 

  $

3,412

 

25

 

  $

5,652

 

  $

5,652

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

June 30, 2014

 

June 30, 2014

 

 

 

 

 

Pre-Modification

 

Post-Modification

 

 

 

Pre-Modification

 

Post-Modification

 

 

 

 

 

Outstanding

 

Outstanding

 

 

 

Outstanding

 

Outstanding

 

 

 

Number

 

Recorded

 

Recorded

 

Number

 

Recorded

 

Recorded

 

 

 

of TDRs

 

Investment

 

Investment

 

of TDRs

 

Investment

 

Investment

 

 

 

(dollars in thousands)

 

Non-PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

-    

 

  $

-    

 

  $

-    

 

1

 

  $

166

 

  $

166

 

Land

 

1

 

116

 

116

 

2

 

276

 

276

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

6

 

307

 

307

 

10

 

1,227

 

1,227

 

Agriculture

 

-    

 

-    

 

-    

 

1

 

662

 

662

 

Installment

 

-    

 

-    

 

-    

 

1

 

73

 

73

 

PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

1

 

617

 

617

 

1

 

617

 

617

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

2

 

172

 

172

 

2

 

172

 

172

 

Total

 

10

 

  $

1,212

 

  $

1,212

 

18

 

  $

3,193

 

  $

3,193

 

 

 

 

Heritage Oaks Bancorp | - 22 -

 



Table of Contents

 

Note 5.  Loans and Allowance for Loan and Lease Losses - continued

 

The following tables summarizes loans that were modified as troubled debt restructurings within the twelve months prior to the balance sheet date, and for which there was a payment default during the periods presented below:

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

June 30, 2015

 

June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Number
of TDRs

 

Recorded

Investment

 

Number
of TDRs

 

Recorded

Investment

 

Non-PCI Loans

 

 

(dollars in thousands)

 

Commercial

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

-

 

  $

-

 

1

 

  $

18

 

Total

 

-

 

  $

-

 

1

 

  $

18

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

June 30, 2014

 

June 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

Number
of TDRs

 

Recorded

Investment

 

Number
of TDRs

 

Recorded

Investment

 

Non-PCI Loans

 

 

(dollars in thousands)

 

Commercial

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

1

 

  $

30

 

1

 

  $

30

 

Total

 

1

 

  $

30

 

1

 

  $

30

 

 

 

 

Heritage Oaks Bancorp | - 23 -

 



Table of Contents

 

Note 5.  Loans and Allowance for Loan and Lease Losses - continued

 

Credit Quality

 

The following tables stratify loans held for investment by the Company’s internal risk grading system:

 

 

 

June 30, 2015

 

 

Credit Risk Grades

 

 

 

 

 

 

Special

 

 

 

 

 

 

 

 

Pass

 

Mention

 

Substandard

 

Doubtful

 

Total

 

 

(dollars in thousands)

Non-PCI Loans

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

Commercial

 

  $

 551,052

 

  $

 6,655

 

  $

 22,365

 

  $

 -

 

  $

 580,072

Residential 1 to 4 family

 

141,538

 

-  

 

1,154

 

-

 

142,692

Farmland

 

103,073

 

-  

 

1,540

 

-

 

104,613

Multi-family residential

 

67,765

 

8,666

 

472

 

-

 

76,903

Home equity lines of credit

 

32,168

 

303

 

288

 

-

 

32,759

Construction

 

20,969

 

-  

 

-

 

-

 

20,969

Land

 

13,220

 

6

 

6,047

 

-

 

19,273

Commercial

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

136,895

 

5,067

 

8,282

 

-

 

150,244

Agriculture

 

46,148

 

99

 

921

 

-

 

47,168

Other

 

-

 

1

 

-

 

-

 

1

Installment

 

6,404

 

-  

 

95

 

-

 

6,499

Overdrafts

 

252

 

-  

 

-

 

-

 

252

Total non-PCI loans

 

1,119,484

 

20,797

 

41,164

 

-

 

1,181,445

PCI Loans

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

Commercial

 

-

 

829

 

4,910

 

-

 

5,739

Land

 

262

 

50

 

503

 

-

 

815

Residential 1 to 4 family

 

-

 

449

 

115

 

-

 

564

Commercial

 

 

 

 

 

 

 

 

 

 

Agriculture

 

-

 

-  

 

1,433

 

-

 

1,433

Commercial and industrial

 

35

 

129

 

993

 

-

 

1,157

Total PCI loans

 

297

 

1,457

 

7,954

 

-

 

9,708

Total loans held for investment

 

  $

 1,119,781

 

  $

 22,254

 

  $

 49,118

 

  $

 -

 

  $

 1,191,153

 

 

 

Heritage Oaks Bancorp | - 24 -

 



Table of Contents

 

Note 5.  Loans and Allowance for Loan and Lease Losses – continued

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

 

Credit Risk Grades

 

 

 

 

 

 

Special

 

 

 

 

 

 

 

 

Pass

 

Mention

 

Substandard

 

Doubtful

 

Total

 

 

(dollars in thousands)

Non-PCI Loans

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

Commercial

 

  $

560,478

 

  $

3,010

 

  $

20,568

 

  $

-  

 

  $

584,056

Residential 1 to 4 family

 

125,733

 

199

 

708

 

-  

 

126,640

Farmland

 

92,481

 

2,665

 

1,562

 

-  

 

96,708

Multi-family residential

 

78,023

 

-  

 

622

 

-  

 

78,645

Home equity lines of credit

 

37,638

 

-  

 

614

 

-  

 

38,252

Construction

 

24,493

 

-  

 

-  

 

-  

 

24,493

Land

 

12,929

 

-  

 

6,387

 

-  

 

19,316

Commercial

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

138,202

 

2,943

 

12,104

 

154

 

153,403

Agriculture

 

52,678

 

280

 

720

 

-  

 

53,678

Other

 

-  

 

-  

 

14

 

-  

 

14

Installment

 

7,618

 

-  

 

105

 

-  

 

7,723

Overdrafts

 

255

 

-  

 

-  

 

-  

 

255

Total non-PCI loans

 

1,130,528

 

9,097

 

43,404

 

154

 

1,183,183

PCI Loans

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

Commercial

 

126

 

680

 

3,610

 

-  

 

4,416

Farmland

 

-  

 

-  

 

1,665

 

-  

 

1,665

Land

 

294

 

-  

 

557

 

-  

 

851

Residential 1 to 4 family

 

-  

 

-  

 

561

 

-  

 

561

Commercial

 

 

 

 

 

 

 

 

 

 

Agriculture

 

-  

 

-  

 

1,423

 

-  

 

1,423

Commercial and industrial

 

36

 

97

 

1,175

 

76

 

1,384

Total PCI loans

 

456

 

777

 

8,991

 

76

 

10,300

Total loans held for investment

 

  $

1,130,984

 

  $

9,874

 

  $

52,395

 

  $

230

 

  $

1,193,483

 

 

 

Heritage Oaks Bancorp | - 25 -

 



Table of Contents

 

Note 5.  Loans and Allowance for Loan and Lease Losses – continued

 

Aging of Loans Held for Investment

 

The following tables summarize the aging of loans held for investment as of the dates indicated below:

 

 

 

June 30, 2015

 

 

 

 

Days Past Due

 

 

 

 

 

 

 

 

 

 

 

 

90+ and Still

 

Non-

 

 

 

 

Current

 

30-59

 

60-89

 

Accruing

 

Accruing

 

Total

 

 

(dollars in thousands)

Non-PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

  $

577,974

 

  $

-  

 

  $

-  

 

  $

-  

 

  $

2,098

 

  $

580,072

 

Residential 1 to 4 family

 

141,985

 

-  

 

-  

 

-  

 

707

 

142,692

 

Farmland

 

104,613

 

-  

 

-  

 

-  

 

-  

 

104,613

 

Multi-family residential

 

76,903

 

-  

 

-  

 

-  

 

-  

 

76,903

 

Home equity lines of credit

 

32,673

 

-  

 

-  

 

-  

 

86

 

32,759

 

Construction

 

20,969

 

-  

 

-  

 

-  

 

-  

 

20,969

 

Land

 

14,519

 

-  

 

-  

 

-  

 

4,754

 

19,273

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

147,035

 

299

 

-  

 

-  

 

2,910

 

150,244

 

Agriculture

 

46,542

 

-  

 

-  

 

-  

 

626

 

47,168

 

Other

 

1

 

-  

 

-  

 

-  

 

-  

 

1

 

Installment

 

6,459

 

-  

 

-  

 

-  

 

40

 

6,499

 

Overdrafts

 

252

 

-  

 

-  

 

-  

 

-  

 

252

 

Total non-PCI loans

 

1,169,925

 

299

 

-  

 

-  

 

11,221

 

1,181,445

 

PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

5,679

 

-  

 

-  

 

-  

 

60

 

5,739

 

Land

 

815

 

-  

 

-  

 

-  

 

-  

 

815

 

Residential 1 to 4 family

 

564

 

-  

 

-  

 

-  

 

-  

 

564

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

1,433

 

-  

 

-  

 

-  

 

-  

 

1,433

 

Commercial and industrial

 

860

 

-  

 

-  

 

-  

 

297

 

1,157

 

Total PCI loans

 

9,351

 

-  

 

-  

 

-  

 

357

 

9,708

 

Total loans held for investment

 

  $

1,179,276

 

  $

299

 

  $

-  

 

  $

-  

 

  $

11,578

 

  $

1,191,153

 

 

 

 

Heritage Oaks Bancorp | - 26 -

 



Table of Contents

 

Note 5.  Loans and Allowance for Loan and Lease Losses – continued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

 

 

 

Days Past Due

 

 

 

 

 

 

 

 

 

 

 

 

90+ and Still

 

Non-

 

 

 

 

Current

 

30-59

 

60-89

 

Accruing

 

Accruing

 

Total

 

 

(dollars in thousands)

Non-PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

  $

581,971

 

 $

-  

 

  $

-  

 

  $

-  

 

  $

2,085

 

  $

584,056

Residential 1 to 4 family

 

126,516

 

-  

 

-  

 

-  

 

124

 

126,640

Farmland

 

96,708

 

-  

 

-  

 

-  

 

-  

 

96,708

Multi-family residential

 

78,645

 

-  

 

-  

 

-  

 

-  

 

78,645

Home equity lines of credit

 

37,994

 

-  

 

-  

 

-  

 

258

 

38,252

Construction

 

24,493

 

-  

 

-  

 

-  

 

-  

 

24,493

Land

 

14,079

 

-  

 

-  

 

-  

 

5,237

 

19,316

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

151,656

 

-  

 

21

 

-  

 

1,726

 

153,403

Agriculture

 

52,992

 

-  

 

-  

 

-  

 

686

 

53,678

Other

 

14

 

-  

 

-  

 

-  

 

-  

 

14

Installment

 

7,621

 

56

 

3

 

-  

 

43

 

7,723

Overdrafts

 

255

 

-  

 

-  

 

-  

 

-  

 

255

Total non-PCI loans

 

1,172,944

 

56

 

24

 

-  

 

10,159

 

1,183,183

PCI Loans

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

4,416

 

-  

 

-  

 

-  

 

-  

 

4,416

Farmland

 

1,665

 

-  

 

-  

 

-  

 

-  

 

1,665

Land

 

851

 

-  

 

-  

 

-  

 

-  

 

851

Residential 1 to 4 family

 

561

 

-  

 

-  

 

-  

 

-  

 

561

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

1,423

 

-  

 

-  

 

-  

 

-  

 

1,423

Commercial and industrial

 

1,008

 

-  

 

-  

 

-  

 

376

 

1,384

Total PCI loans

 

9,924

 

-  

 

-  

 

-  

 

376

 

10,300

Total loans held for investment

 

  $

1,182,868

 

  $

56

 

  $

24

 

  $

-  

 

  $

10,535

 

  $

1,193,483

 

Purchased Credit Impaired Loans

 

As part of the MISN Transaction, disclosed in Note 2. Business Combination, the Company acquired certain loans which have exhibited evidence of credit deterioration since their origination.  The carrying amount and unpaid principal balance of these loans are as follows:

 

 

 

June 30, 2015

 

December 31, 2014

 

 

 

Unpaid Principal
Balance

 

Carrying
Amount

 

Unpaid Principal
Balance

 

Carrying
Amount

 

 

 

(dollars in thousands)

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

Commercial

 

$

7,270

 

$

5,739

 

$

6,109

 

$

4,416

 

Land

 

940

 

815

 

993

 

851

 

Residential 1 to 4 family

 

880

 

564

 

886

 

561

 

Farmland

 

-  

 

-  

 

2,027

 

1,665

 

Total real estate secured

 

9,090

 

7,118

 

10,015

 

7,493

 

Commercial

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

1,597

 

1,157

 

1,883

 

1,384

 

Agriculture

 

1,492

 

1,433

 

1,492

 

1,423

 

Total commercial

 

3,089

 

2,590

 

3,375

 

2,807

 

Total PCI loans

 

$

12,179

 

$

9,708

 

$

13,390

 

$

10,300

 

 

 

 

Heritage Oaks Bancorp | - 27 -

 



Table of Contents

 

Note 5.  Loans and Allowance for Loan and Lease Losses – continued

 

The following table summarizes the accretable yield, or income expected to be collected for PCI loans:

 

 

 

For the Six Months Ended

 

 

 

 

 

June 30, 2015

 

 

 

 

(dollars in thousands)

 

Balance, December 31, 2014

 

  $

4,374

 

Accretion of income

 

(932

)

Reclassifications from nonaccretable difference (1)

 

1,022

 

Balance, June 30, 2015

 

  $

4,464

 

 

(1)

Reclassification from nonaccretable difference is attributable to positive changes in expected future cash flows on certain PCI loans.

 

Allowance for Loan and Lease Losses

 

The following table summarizes the activity in the allowance for loan and lease losses by portfolio segment for the periods presented below:

 

 

 

 For the Three Months Ended June 30, 2015

 

 

 

 Balance

 March 31,

2015

 

Charge-offs

 

Recoveries

 

Provision for
Loan and
Lease Losses

 

 Balance

June 30,

2015

 

 

 

(dollars in thousands)

 

Other real estate secured

 

  $

9,770

 

  $

(16)

 

  $

74

 

  $

190 

 

  $

10,018

 

Commercial

 

4,495

 

(143)

 

142

 

499 

 

4,993

 

Land

 

1,648

 

-    

 

12

 

(103)

 

1,557

 

Installment

 

163

 

(5)

 

5

 

(18)

 

145

 

All other loans

 

27

 

-    

 

-    

 

(1)

 

26

 

Unallocated

 

810

 

 

 

 

 

(567)

 

243

 

Total

 

  $

16,913

 

  $

(164)

 

  $

233

 

  $

-    

 

  $

16,982

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 For the Six Months Ended June 30, 2015

 

 

 

 Balance

December 31,

2014

 

Charge-offs

 

Recoveries

 

Provision for
Loan and
Lease Losses

 

 Balance

June 30,

2015

 

 

 

(dollars in thousands)

 

Other real estate secured

 

  $

9,474

 

  $

(55)

 

  $

77

 

  $

522 

 

  $

10,018

 

Commercial

 

5,125

 

(143)

 

309

 

(298)

 

4,993

 

Land

 

1,655

 

(34)

 

23

 

(87)

 

1,557

 

Installment

 

172

 

(5)

 

8

 

(30)

 

145

 

All other loans

 

30

 

-    

 

-    

 

(4)

 

26

 

Unallocated

 

346

 

 

 

 

 

(103)

 

243

 

Total

 

 

  $

 

16,802

 

 

  $

 

(237)

 

 

  $

 

417

 

 

  $

 

-    

 

 

  $

 

16,982

 

 

 

 

Heritage Oaks Bancorp  | - 28 -

 



Table of Contents

 

Note 5.  Loans and Allowance for Loan and Lease Losses – continued

 

 

 

For the Three Months Ended June 30, 2014

 

 

 

Balance

March 31,

2014

 

Charge-offs

 

Recoveries

 

Provision for
Loan and
Lease Losses

 

Balance

June 30,

2014

 

 

 

(dollars in thousands)

 

Other real estate secured

 

  $

 9,397

 

  $

 (1,016)

 

  $

 39

 

  $

 437 

 

  $

 8,857

 

Commercial

 

4,898

 

(650)

 

279

 

(91)

 

4,436

 

Land

 

3,155

 

-    

 

15

 

(226)

 

2,944

 

Installment

 

87

 

(4)

 

4

 

(14)

 

73

 

All other loans

 

26

 

-    

 

-    

 

 

27

 

Unallocated

 

405

 

 

 

 

 

(107)

 

298

 

Total

 

  $

 17,968

 

  $

 (1,670)

 

  $

 337

 

  $

 -    

 

  $

 16,635

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended June 30, 2014

 

 

 

 Balance

December 31,

2013

 

Charge-offs

 

Recoveries

 

Provision for
Loan and
Lease Losses

 

 Balance

June 30,

2014

 

 

 

(dollars in thousands)

 

Other real estate secured

 

  $

 9,283

 

  $

 (1,108)

 

  $

 55

 

  $

 627 

 

  $

 8,857

 

Commercial

 

4,781

 

(650)

 

454

 

(149)

 

4,436

 

Land

 

3,402

 

-    

 

22

 

(480)

 

2,944

 

Installment

 

99

 

(6)

 

9

 

(29)

 

73

 

All other loans

 

32

 

-    

 

-    

 

(5)

 

27

 

Unallocated

 

262

 

 

 

 

 

36 

 

298

 

Total

 

  $

 17,859

 

  $

 (1,764)

 

  $

 540

 

  $

 -    

 

  $

 16,635

 

 

The following tables disaggregate the allowance for loan and lease losses and the recorded investment in loans by impairment methodology as of the dates presented below:

 

 

 

June 30, 2015

 

 

 

Allowance for Loan and Lease Losses

 

Recorded Investment in Loans

 

 

 

Individually
Evaluated for

Impairment

 

Collectively
Evaluated for

Impairment

 

Loans
Acquired with
Deteriorated
Credit Quality

 

Individually
Evaluated for
Impairment

 

Collectively
Evaluated for
Impairment

 

Loans
Acquired with
Deteriorated
Credit Quality

 

 

 

(dollars in thousands)

 

Other real estate secured

 

  $

100

 

  $

9,873

 

  $

45

 

  $

5,814

 

  $

952,194

 

  $

6,303

 

Commercial

 

118

 

4,837

 

38

 

5,192

 

192,221

 

2,590

 

Land

 

1,339

 

210

 

8

 

6,017

 

13,256

 

815

 

Installment

 

-    

 

145

 

-    

 

157

 

6,342

 

-   

 

All other loans

 

-    

 

26

 

-    

 

-    

 

252

 

-   

 

Unallocated

 

-    

 

243

 

-    

 

 

 

 

 

 

 

Total

 

  $

1,557

 

  $

15,334

 

  $

91

 

  $

17,180

 

  $

1,164,265

 

  $

9,708

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

 

 

Allowance for Loan and Lease Losses

 

Recorded Investment in Loans

 

 

 

Individually
Evaluated for

Impairment

 

Collectively
Evaluated for
Impairment

 

Loans
Acquired with
Deteriorated
Credit Quality

 

Individually
Evaluated for
Impairment

 

Collectively
Evaluated for
Impairment

 

Loans
Acquired with
Deteriorated
Credit Quality

 

 

 

(dollars in thousands)

 

Other real estate secured

 

  $

148

 

  $

9,326

 

  $

-    

 

  $

5,299

 

  $

943,468

 

  $

6,669

 

Commercial

 

151

 

4,974

 

-    

 

4,633

 

202,450

 

2,819

 

Land

 

1,472

 

183

 

-    

 

6,346

 

12,968

 

853

 

Installment

 

-    

 

172

 

-    

 

112

 

7,611

 

-   

 

All other loans

 

-    

 

30

 

-    

 

-    

 

255

 

-   

 

Unallocated

 

-    

 

346

 

-    

 

 

 

 

 

 

 

Total

 

  $

1,771

 

  $

15,031

 

  $

-    

 

  $

16,390

 

  $

1,166,752

 

  $

10,341

 

 

 

 

Heritage Oaks Bancorp  | - 29 -

 



Table of Contents

 

Note 5.  Loans and Allowance for Loan and Lease Losses – continued

 

At June 30, 2015, total gross loans of $1.2 billion in the table above include $202.2 million of loans acquired through the MISN Transaction.  These loans were initially recorded at fair value, and had no related ALLL on the acquisition date.  The ALLL for acquired non-PCI loans at June 30, 2015 and December 31, 2014 was $0.8 million, and $1.0 million, respectively, and is the result of determining, through the Company’s ALLL methodology, that the existing discount for acquired non-PCI loans was no longer deemed sufficient to cover probable losses incurred in particular segments of the loan portfolio, specifically commercial and industrial, other real estate secured, and installment loans. The incremental ALLL allocation for acquired non-PCI loans was not driven by deterioration in credit quality; rather due to the relatively fast accretion of purchase discounts attributable to these segments of the acquired loan portfolio.  The ALLL allocated to acquired non-PCI loans is included in the ALLL attributable to loans collectively evaluated for impairment in the tables above.  The ALLL for PCI loans was $91 thousand at June 30, 2015, and resulted from unfavorable changes in expected future cash flows on certain PCI loans.  There was no ALLL for PCI loans at December 31, 2014.

 

Note 6.  Income Taxes

 

Deferred tax assets relate to amounts that are expected to be realized through subsequent reversals of existing temporary differences over the period they are expected to reverse.  The ultimate realization of the Company’s deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are expected to reverse.  U.S. GAAP requires that companies assess whether a valuation allowance should be established against deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard.  In making such judgments, significant weight is given to evidence, both positive and negative, that can be objectively verified.  At June 30, 2015 and December 31, 2014 there was no valuation allowance for the Company’s deferred tax assets.  The Company’s deferred tax assets totaled $23.2 million at June 30, 2015, and $24.9 million at December 31, 2014.

 

The Company is subject to income taxation by both federal and state taxing authorities.  Income tax returns for the years ended December 31, 2014, 2013, 2012, 2011, and 2010 are open to audit by federal and state taxing authorities.  The Company does not have any uncertain income tax positions and has not accrued for any interest or penalties as of June 30, 2015 and December 31, 2014.

 

Management assessed the impact of the MISN Transaction for limitations under I.R.C. Section 382 and determined that, given the assumption that the Company generates sufficient future taxable income to utilize NOLs, no loss of NOL utilization would result from the estimated annual I.R.C. Section 382 base limitation resulting from the transaction. Furthermore, due to the fact that MISN was in a net unrealized built-in gain position (“NUBIG”) the Company’s annual I.R.C. Section 382 limitation will likely increase over the next five years for realized built-in gains (“RBIG”).

 

Note 7.  Goodwill and Other Intangible Assets

 

At June 30, 2015 and December 31, 2014 the balance of goodwill was $24.9 million.  Other intangible assets consist of core deposit intangibles (“CDI”), which are attributable to the acquisition of core deposit balances, including those acquired in the MISN Transaction.  CDI assets are subject to amortization.  At June 30, 2015 and December 31, 2014 the balance of CDI was $4.8 million, and $5.3 million, respectively.  Amortization of CDI for the six months ended June 30, 2015 and 2014 was approximately $0.5 million during both periods.

 

 

 

Heritage Oaks Bancorp | - 30 -

 



Table of Contents

 

Note 7.  Goodwill and Other Intangible Assets - continued

 

The following table summarizes the gross carrying amount, accumulated amortization and net carrying amount of CDI as of June 30, 2015, and provides an estimate for future amortization for 2015 and the next five years:

 

 

 

June 30, 2015

 

 

Gross Carrying

 

Accumulated

 

Net Carrying

 

 

Amount

 

Amortization

 

Amount

 

 

(dollars in thousands)

Core deposit intangibles

 

  $

9,261

 

  $

(4,438)

 

  $

4,823

 

 

 

June 30, 2015

 

 

Beginning
Balance

 

Estimated
Remaining
Amortization

 

Projected
Ending Balance

 

 

(dollars in thousands)

Period

 

 

Year 2015

 

$

 4,823

 

$

 (525)

 

$

 4,298

Year 2016

 

4,298

 

(944)

 

3,354

Year 2017

 

3,354

 

(588)

 

2,766

Year 2018

 

2,766

 

(549)

 

2,217

Year 2019

 

2,217

 

(522)

 

1,695

Year 2020

 

1,695

 

(441)

 

1,254

 

Note 8.  Share-Based Compensation Plans

 

As of June 30, 2015, the Company had one active share-based employee compensation plan, which was approved by the Company’s shareholders in May 2015.  This plan, referred to as the “2015 Equity Incentive Plan,” authorizes the Company to grant various types of share-based compensation awards to the Company’s employees and Board of Directors such as stock options, and restricted stock awards.  Under the 2015 Equity Incentive Plan a maximum of 2,500,000 shares of the Company’s common stock may be issued.  Shares issued under this plan, other than stock options and stock appreciation rights, are counted against the plan on a two shares for every one share actually issued basis.  Awards that are cancelled, expired, forfeited, fail to vest, or otherwise result in issued shares not being delivered to the grantee, are again made available for the issuance of future share-based compensation awards.  Additionally, under this plan, no one individual may be granted shares in aggregate that exceed more 250,000 shares during any calendar year.  The Company’s Board of Directors may terminate the 2015 Equity Incentive Plan at any time, and for any reason before the plan expires on December 3, 2024.

 

The Company also has two non-active share-based compensation plans, which are more fully described in Note 12. Share-Based Compensation Plans, of the condensed consolidated financial statements in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2014.  These plans include the “1997 Stock Option Plan” and the “2005 Equity Based Compensation Plan.”  As of June 30, 2015 no further grants can be made from either of these plans.

 

 

 

Heritage Oaks Bancorp | - 31 -

 



Table of Contents

 

Note 8.  Share-Based Compensation Plans - continued

 

The following table provides a summary of the expenses the Company has recognized related to share-based compensation for the periods indicated below:

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(dollars in thousands)

 

Share-based compensation expense:

 

 

 

 

 

 

 

 

 

Stock options

 

  $

136

 

  $

97

 

  $

248

 

  $

261

 

Restricted stock

 

158

 

121

 

287

 

205

 

Total expense

 

  $

294

 

  $

218

 

  $

535

 

  $

466

 

Unrecognized compensation expense:

 

 

 

 

 

 

 

 

 

Stock options

 

  $

1,109

 

  $

1,043

 

 

 

 

 

Restricted stock

 

899

 

908

 

 

 

 

 

Total unrecognized expense

 

  $

2,008

 

  $

1,951

 

 

 

 

 

 

 

At June 30, 2015 unrecognized compensation expense related to non-vested stock options and restricted stock awards is expected to be recognized over weighted average periods of 2.7 years and 2.4 years, respectively.

 

Restricted Stock Awards

 

The Company grants restricted stock periodically for the benefit of employees.  Restricted stock issued typically vests ratably over a period of three to five years depending on the specific terms of the grant.  Restricted stock grants may be subject to the achievement of certain performance goals.  Compensation costs related to restricted stock awards are charged to earnings, included in salaries and employee benefits, over the vesting period of those awards.  The fair value of performance-based grants is initially based on the assumption that performance goals will be achieved.  If such performance conditions are not met, no compensation cost is recognized and previously-recognized compensation cost is reversed.

 

The following table provides a summary of activity related to restricted stock granted, vested and forfeited:

 

 

 

Number of

 

Average Grant

 

 

 

Shares

 

Date Fair Value

 

Balance December 31, 2014

 

204,121

 

  $

6.65

 

Granted

 

40,353

 

7.83

 

Vested

 

(38,940)

 

6.06

 

Forfeited

 

(14,194)

 

6.85

 

Balance June 30, 2015

 

191,340

 

  $

7.01

 

 

Included in the table above are performance-based grants of restricted stock totaling 23,408 shares as of June 30, 2015.

 

 

 

Heritage Oaks Bancorp | - 32 -

 



Table of Contents

 

Note 8.  Share-Based Compensation Plans - continued

 

Stock Options

 

Stock options are granted periodically for the benefit of employees.  The fair value of each stock option award is determined on the date of grant using the Black-Scholes option valuation model, which uses assumptions outlined in the table above.  Expectations for volatility are based on the historical volatility of the Company’s common stock.  The Company estimates forfeiture rates based on historical employee option exercise and termination experience.  The Company recognizes share-based compensation costs on a straight line basis over the vesting period of the award, which is typically a period of three to five years.

 

The following table presents the assumptions used in the calculation of the weighted average fair value of options granted during the periods presented:

 

 

 

For the Six Months Ended

 

 

June 30,

 

 

2015

 

2014

Expected volatility

 

38.04%

 

53.22%

Expected term (years)

 

5.00

 

6.00

Dividend yield

 

2.58%

 

0.00%

Risk free rate

 

1.57%

 

1.80%

Weighted-average grant date fair value

 

  $

2.15

 

  $

3.91

 

The following table provides a summary of activity related to options granted, exercised, and forfeited during the six months ended June 30, 2015:

 

 

 

Options Outstanding

 

Options

 

 

Number

 

Weighted Average

 

Available for

 

 

of Shares

 

Exercise Price

 

Grant (1)

Balance, December 31, 2014

 

742,557

 

  $

6.83

 

2,003,176

Granted

 

226,090

 

7.84

 

 

Forfeited

 

(65,973)

 

6.86

 

 

Exercised

 

(40,344)

 

4.72

 

 

Expired

 

(11,812)

 

13.18

 

 

Balance, June 30, 2015

 

850,518

 

  $

7.11

 

2,473,937

 

(1)    Shares available for grant as of December 31, 2014 were from the 2005 Equity Based Compensation Plan, which expired in March 2015.  As of June 30, 2015, no further grants can be made from that plan.  Shares available for grant as of June 30, 2015 are from the 2015 Equity Incentive Plan, which was approved by the Company’s shareholders in May 2015.

 

 

The following table provides a summary of the aggregate intrinsic value of options vested and expected to vest and exercisable as of June 30, 2015:

 

 

 

June 30, 2015

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

Weighted

 

Remaining

 

Aggregate

 

 

 

 

Average

 

Contractual Life

 

Intrinsic

 

 

Shares

 

Exercise Price

 

(Years)

 

Value

Vested or expected to vest

 

807,690

 

  $

7.09

 

7.85

 

  $

936,736

Exercisable

 

301,229

 

  $

6.84

 

6.01

 

  $

618,389

 

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, which is subject to change based on the fair market value of the Company’s stock.  The aggregate intrinsic value of options exercised was $139 thousand for the six months ended June 30, 2015.

 

 

 

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Note 9.  Shareholders’ Equity

 

Regulatory Capital

 

In 2013, the Board of Governors of the Federal Reserve System (“FRB”), the FDIC, and the Office of the Comptroller of the Currency (“OCC”) issued final rules under Basel III (the “Basel III Capital Rules”), establishing a new comprehensive framework for regulatory capital for U.S. banking organizations.  These rules implement the Basel Committee’s December 2010 proposed framework, certain provisions of the Dodd-Frank Act, and revise the risk-based capital requirements applicable to bank-holding companies, and depository institutions, including the Company.  These rules became effective for the Company on January 1, 2015, and are subject to phase-in periods for certain of their components.

 

The significant changes outlined under the Basel III Capital Rules that are applicable to the Company and the Bank include:

 

·     A new Common Equity Tier I (“CET I”) capital measure, with a minimum ratio requirement of 4.5% CET I to risk-weighted assets, and for Prompt Corrective Action purposes 6.5% or greater to generally be considered “well-capitalized.”

·     A capital conservation buffer in addition to CET I of: 0.625% for 2016; 1.25% for 2017; 1.875% for 2018; and 2.5% for 2019.  The capital conservation buffer does not begin phasing-in until January 1, 2016.

·     Changes to the calculation of risk-weighted assets from the current four categories (0%, 20%, 50% and 100%) to a much broader and risk-sensitive number of categories.

·     The inclusion of certain changes in accumulated other comprehensive income (“AOCI”) in the determination of regulatory capital measures; however, “non-advanced approaches banking organizations,” including the Company and the Bank may make a one-time permanent election, as of January 1, 2015, to exclude these changes in AOCI from the determination of regulatory capital.  The Company, including the Bank, has made this election.

·     An exclusion from CET I of certain items on a phased-in basis, such as deferred tax assets, and intangible assets.

 

When Basel III Capital Rules are fully phased-in on January 1, 2019, the Company and the Bank will also be required to maintain a 2.5% “capital conservation buffer,” which is designed to absorb losses during periods of economic stress.  This capital conservation buffer will be comprised entirely of CET I, and will be in addition to minimum risk-weighted asset ratios outlined under the Basel III Capital Rules.  If a banking organization fails to hold capital above minimum capital ratios, including the capital conservation buffer, it will be subject to certain restrictions on capital distributions and discretionary bonus payments.

 

The following table sets forth the Company’s and the Bank’s regulatory capital ratios, including those applicable following the implementation of Basel III as of January 1, 2015:

 

 

 

Basel III

 

Pre-Basel III

 

 

Regulatory

 

 

 

 

 

Regulatory

 

 

 

 

 

 

 

 

 

 

Standard to be

 

 

 

 

 

Standard to be

 

 

 

 

 

 

 

 

 

 

Well

 

June 30, 2015

 

Well

 

December 31, 2014

 

June 30, 2014

 

 

Capitalized (1)

 

Company

 

Bank

 

Capitalized (1)

 

Company

 

Bank

 

Company

 

Bank

Ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier I capital

 

6.50%

 

12.96%

 

12.48%

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

Leverage ratio

 

5.00%

 

10.22%

 

9.41%

 

5.00%

 

10.22%

 

9.83%

 

9.83%

 

9.53%

Tier I capital

 

8.00%

 

13.55%

 

12.48%

 

6.00%

 

13.13%

 

12.63%

 

12.85%

 

12.45%

Total risk-based capital

 

10.00%

 

14.80%

 

13.73%

 

10.00%

 

14.38%

 

13.88%

 

14.10%

 

13.70%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)          Reflects minimum threshold to be considered “well capitalized” under the Prompt Corrective Action framework, specific to depository institutions.

 

 

 

 

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Note 9.  Shareholders’ Equity - continued

 

Preferred Stock

 

Under its Amended Articles of Incorporation, the Company is authorized to issue up to 5,000,000 shares of preferred stock, in one or more series, having such voting powers, designations, preferences, rights, qualifications, limitations and restrictions as determined by the Board of Directors.

 

On June 4, 2015, the holder of the Company’s Series C Convertible Perpetual Preferred Stock (“Series C Preferred Stock”) completed the exchange of its remaining 348,697 shares of Series C Preferred Stock for shares of the Company’s common stock on a one-for-one exchange ratio basis.  As of June 30, 2015, there were no shares of the Company’s Series C Preferred Stock issued and outstanding.

 

The fair market value of the Company’s common stock was higher than the conversion price of $3.25 per share of the Series C Preferred Stock on the date the Company made a firm commitment to issue the Series C Preferred Stock.  As a result, the Series C Preferred Stock was issued with a beneficial conversion feature associated with it.  In connection with the exchange of all remaining outstanding shares of the Series C Preferred Stock on June 4, 2015, the Company recorded the remaining beneficial conversion feature of $70 thousand during the three months ended June 30, 2015 through a charge to retained earnings.

 

Cash Dividends

 

On March 2, 2015, the Company paid a cash dividend of $0.05 per share to holders of the Company’s common stock and Series C Preferred Stock as of February 16, 2015.

 

On June 1, 2015, the Company paid a cash dividend of $0.06 per share to holders of the Company’s common stock and Series C Preferred Stock as of May 15, 2015.

 

As discussed in Note 13. Subsequent Events, of these condensed consolidated financial statements, on July 22, 2015, the Company’s Board of Directors declared a cash dividend of $0.06 per share, payable on August 31, 2015, to shareholders of the Company’s common stock as of August 17, 2015.

 

No dividends were paid during the three or six months ended June 30, 2014.

 

Stock Repurchase Program

 

In June 2015, the Company announced it had amended its previously announced agreement for the repurchase of up to $5.0 million of its outstanding common stock pursuant to a written plan compliant with Rule 10b5-1 and Rule 10b-18.  Repurchase program activity pursuant to the amended plan commenced on July 1, 2015 and will continue in effect until January 31, 2016 or expire earlier upon completion of the repurchase of $5.0 million of the Company’s common stock, as well as under certain other circumstances set forth in the repurchase plan agreement. The Company has no obligation to repurchase any shares under this program, and may suspend or discontinue it at any time.  All shares repurchased as part of the repurchase program will be cancelled, and therefore no longer available for reissuance.

 

As of June 30, 2015, the Company had repurchased 55,428 shares of its common stock under this plan at an average price of $7.47 per share.

 

Note 10.  Earnings Per Share

 

Basic earnings per common share are computed by dividing net income by the weighted-average number of common and participating preferred shares outstanding for the reporting period, including the Series C Preferred Stock.  In periods when the Company generates a net loss, preferred shares are not included in the calculation of basic loss per share.  Diluted earnings per common share are computed by dividing net income by the weighted-average number of common shares outstanding over the reporting period, adjusted to include the effect of potentially dilutive common shares.  Potentially dilutive common shares are calculated using the treasury stock method and include incremental shares issuable upon exercise of outstanding stock options, and other share-based compensation.  The computation of diluted earnings per common share excludes the impact of the assumed exercise or issuance of securities that would have an anti-dilutive effect.

 

 

 

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Note 10.  Earnings Per Share - continued

 

The following tables set forth number of shares used in the calculation of both basic and diluted earnings per common share:

 

 

 

For the Three Months Ended June 30,

 

 

 

2015

 

2014

 

 

 

Net

 

 

 

Net

 

 

 

 

 

Income

 

Shares

 

Income

 

Shares

 

 

 

(dollars in thousands, except per share data)

 

 

 

 

 

Net income

 

  $

3,800

 

 

 

  $

2,949

 

 

 

Accretion on preferred stock

 

70

 

 

 

-    

 

 

 

Net income available to common shareholders

 

  $

3,730

 

 

 

  $

2,949

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

34,105,192

 

 

 

33,967,670

 

Basic earnings per common share

 

  $

0.11

 

 

 

  $

0.09

 

 

 

 

 

 

 

 

 

 

 

 

 

Dilutive effect of share-based compensation awards

 

 

 

144,399

 

 

 

174,694

 

Weighted average diluted shares outstanding

 

 

 

34,249,591

 

 

 

34,142,364

 

Diluted earnings per common share

 

  $

0.11

 

 

 

  $

0.09

 

 

 

 

 

 

For the Six Months Ended June 30,

 

 

 

2015

 

2014

 

 

 

Net

 

 

 

Net

 

 

 

 

 

Income

 

Shares

 

Income

 

Shares

 

 

 

(dollars in thousands, except per share data)

 

 

 

 

 

Net income

 

  $

7,869

 

 

 

  $

1,186

 

 

 

Accretion on preferred stock

 

70

 

 

 

-    

 

 

 

Net income available to common shareholders

 

  $

7,799

 

 

 

  $

1,186

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

34,086,786

 

 

 

31,487,059

 

Basic earnings per common share

 

  $

0.23

 

 

 

  $

0.04

 

 

 

 

 

 

 

 

 

 

 

 

 

Dilutive effect of share-based compensation awards

 

 

 

150,109

 

 

 

219,118

 

Weighted average diluted shares outstanding

 

 

 

34,236,895

 

 

 

31,706,177

 

Diluted earnings per common share

 

  $

0.23

 

 

 

  $

0.04

 

 

 

 

For the three and six months ended June 30, 2015 and 2014, common stock equivalents totaling approximately 99,000 shares and 116,000 shares and 408,000 shares and 293,000 shares respectively, were excluded from the calculation of diluted earnings per share, as their impact would be anti-dilutive.

 

Note 11.  Commitments and Contingencies

 

In the normal course of business, various claims and lawsuits are brought by and against the Company. At June 30, 2015, the Company does not believe the disposition of all pending or threatened proceedings will have a material effect on the Company’s condensed consolidated financial statements.

 

Commitments to Extend Credit

 

In the normal course of business, the Bank enters into financial commitments to meet the financing needs of its customers.  These financial commitments include commitments to extend credit and standby letters of credit.  Those instruments involve, to varying degrees, elements of credit and interest rate risk not recognized in the Company’s condensed consolidated financial statements.

 

 

 

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Note 11.  Commitments and Contingencies - continued

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Standby letters of credit are conditional commitments to guarantee the performance of a Bank customer to a third party.  Since many of the commitments and standby letters of credit are expected to expire without being drawn upon, the total amounts do not necessarily represent future cash requirements.  The Bank’s management evaluates each customer’s credit worthiness on a case-by-case basis, and determines the amount of collateral deemed adequate to secure the loan, if collateral security is determined to be necessary for the particular loan.  The Bank’s exposure to loan loss in the event of nonperformance on commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments.  The Bank uses the same credit policies in making commitments as it does for loans reflected in the Company’s condensed consolidated financial statements.

 

As of June 30, 2015, and December 31, 2014, the Company had the following outstanding financial commitments:

 

 

 

June 30,

 

December 31,

 

 

 

2015

 

2014

 

 

 

(dollars in thousands)

 

 

 

 

 

Commitments to extend credit

 

  $

244,300

 

  $

237,733

 

Standby letters of credit

 

13,822

 

15,542

 

Total commitments and standby letters of credit

 

  $

258,122

 

  $

253,275

 

 

 

Commitments to extend credit and standby letters of credit are made at both fixed and variable rates of interest.  At June 30, 2015 and December 31, 2014, the Company had $28.0 million and $35.7 million in fixed rate commitments, and $230.1 million and $217.5 million in variable rate commitments.

 

 

Note 12. Regulatory Matters

 

BSA Consent Order

 

On November 5, 2014, the Bank entered into a Stipulation to the Issuance of a Consent Order with the Federal Deposit Insurance Corporation (“FDIC”) and the California Department of Business Oversight (“DBO”), consenting to the issuance of a consent order (“the BSA Consent Order”)  relating to identified deficiencies in the Bank’s centralized Bank Secrecy Act and anti-money laundering compliance program, which is designed to comply with the requirements of the Bank Secrecy Act, the USA Patriot Act of 2001 and related anti-money laundering regulations (collectively, the “BSA/AML Requirements”). Per the BSA Consent Order, the Bank must review, update and implement an enhanced Bank Secrecy Act/Anti-Money Laundering (“BSA/AML”) risk assessment process based on the 2010 Federal Financial Institutions Examination Council BSA/AML Examination Manual. Some of the areas highlighted in the BSA Consent Order include the requirements to: i) enhance customer due-diligence procedures; ii) improve the enhanced due diligence analysis for high-risk customers; iii) ensure the proper identification and reporting of suspicious activity; iv) address and correct the noted violations of law; v) ensure that there is sufficient and qualified staff; and vi) ensure that all staff are properly trained to carry out the BSA/AML programs. Certain activities, including expansionary activities, that otherwise require regulatory approval will likely be impeded while the BSA Consent Order remains outstanding.

 

The Company continues to make progress in addressing the issues identified in the BSA Consent Order that was entered into with its regulators in November of 2014.  However, the Company still has additional work to do in order to fully remediate the issues identified in the BSA Consent Order.  Compliance and resolution of the BSA Consent Order will ultimately be determined by the FDIC and DBO.

 

Note 13. Subsequent Events

 

Dividend Declaration

 

On July 22, 2015, the Company’s Board of Directors declared a cash dividend of $0.06 per share, payable on August 31, 2015, to shareholders of the Company’s common stock as of August 17, 2015.

 

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  You can find many but not all of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “likely,” “would,” “could,” “may” and other similar expressions in this Quarterly Report on Form 10-Q.  The Company claims the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995, as amended.  The Company cautions investors that any forward-looking statements presented in this Quarterly Report on Form 10-Q, or those that the Company may make orally or in writing from time to time, are based on the Company’s beliefs, and on assumptions made by, and information available to management at the time such statements are first made.  The actual outcome will be affected by known and unknown risks, trends, uncertainties and factors that are beyond the Company’s control or ability to predict.  Although the Company believes that management’s assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect.  As a result, the Company’s actual future results can be expected to differ from management’s expectations, and those differences may be material and adverse to the Company’s business, results of operations and financial condition.  Accordingly, investors should use caution in relying on forward-looking statements to anticipate future results or trends.

 

Some of the risks and uncertainties that may cause the Company’s actual results, performance or achievements to differ materially from those expressed herein include the following: renewed softness in the economy, and the response of federal and state governments and our banking regulators thereto; the effect of the current low interest rate environment or changes in interest rates on our net interest margin; changes in the Company’s business strategy or development plans; our ability to  attract and retain qualified employees; the threat and impact of cyber-attacks on our and our third party vendors information technology infrastructure; environmental conditions, including the prolonged drought in California, natural disasters such as earthquakes, landslides and wildfires, that may disrupt business, impede operations, or negatively impact the ability of certain borrowers to repay their loans and/or values of collateral securing loans; the possibility of an unfavorable ruling in a legal matter in which the Company is involved, and the potential impact that it may have on earnings, reputation, or the Company’s operations; and the possibility that any expansionary activities will be impeded while the FDIC’s and CA DBO’s joint BSA Consent Order remains outstanding, and that we will be unable to comply with the requirements set forth in the BSA Consent Order, which could result in restrictions on our operations.

 

Additional information on these risks and other factors that could affect operating results and financial condition are detailed in reports filed by the Company with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed by the Company with the U.S. Securities and Exchange Commission on March 6, 2015. Forward looking statements speak only as of the date they are made, and the Company does not undertake to update forward looking statements to reflect circumstances or events that occur after the date the forward looking statements are made, whether as a result of new information, future developments or otherwise, and specifically disclaims any obligation to revise or update such forward looking statements for any reason, except as may be required by law.

 

 

 

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Executive Overview

 

This overview of management’s discussion and analysis, highlights select information in the financial results of the Company, and may not contain all of the information that is important to you.  For a more complete understanding of the Company’s financial condition, results of operations, trends, commitments, uncertainties, liquidity, capital resources, critical accounting policies and estimates, as well as risk factors you should carefully read this entire document.  Each of these items could have an impact on the Company’s condensed consolidated financial results.

 

Heritage Oaks Bancorp is a California corporation organized in 1994 to act as a holding company for Heritage Oaks Bank, which was founded in 1983, and serves San Luis Obispo, Santa Barbara and Ventura counties.  As of June 30, 2015, the Bank operated two branch offices each in Paso Robles, and San Luis Obispo; single branch offices in Atascadero, Templeton, Cambria, Morro Bay, Arroyo Grande, Santa Maria, Goleta and Santa Barbara; as well as a single loan production office in Ventura/Oxnard.

 

The principal business of the Bank consists of attracting deposits and investing these funds primarily in commercial real estate and commercial business loans, loans secured by first mortgages on one-to-four family residences, operating and real estate procurement loans for agricultural businesses, multi-family residential property loans and a variety of consumer loans.  The Bank also originates one-to-four family residential mortgages for sale in the secondary market.  The Bank received approval to sell home loans directly to Fannie Mae in 2014.  The Bank offers a variety of deposit accounts for both individuals and businesses with varying rates and terms, which generally include savings accounts, money market deposits, certificates of deposit and checking accounts.  The Bank solicits deposits primarily in its market area, and accepts brokered deposits.

 

Other than holding the shares of the Bank, the Bancorp conducts no significant activities.  As a bank holding company, the Bancorp generally is prohibited from acquiring direct or indirect ownership or control of more than 5 percent of the voting shares of any company which is not a bank or bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries.  The principal exceptions to these prohibitions involve certain non-bank activities which, by statute or regulation or order of the Federal Reserve Board, have been identified as activities closely related to the business of banking or managing or controlling banks.  In October 2006, the Bancorp formed Heritage Oaks Capital Trust II.  This trust is a statutory business trust formed under the laws of the State of Delaware and is a wholly-owned, non-financial, non-consolidated subsidiary of the Bancorp, the sole purpose of which is to issue trust preferred securities.  In conjunction with our acquisition of Mission Community Bank (discussed below), the Bancorp assumed two additional trusts: Mission Community Capital Trust I, and Santa Lucia Bancorp (CA) Capital Trust, both of which are statutory business trusts formed under the laws of the State of Delaware, the sole purpose of which is to issue trust preferred securities.

 

On February 28, 2014, the Company completed the acquisition of Mission Community Bancorp and its subsidiary Mission Community Bank (collectively “MISN”, or the “MISN Transaction”).  The total value of the transaction was $69.0 million, which was comprised of cash of $8.7 million and 7,541,326 shares of the Bancorp’s common stock valued at $60.3 million, based on the $7.99 closing price of the Bancorp’s common stock on February 28, 2014.  The operating results of MISN beginning on March 1, 2014 are included in the Company’s condensed consolidated financial statements included in this Form 10-Q for the three or six months ended June 30, 2015, and 2014, respectively.

 

Strategic Initiatives

 

·     Continue as a public company with a common stock that is quoted and traded on a national exchange.  In addition to providing access to growth capital, we believe a “public currency” provides flexibility in structuring acquisitions and will allow us to attract and retain qualified management through equity-based compensation.

 

·     Expand our commercial and agribusiness loan portfolios to diversify both our customer base and the maturities within the loan portfolio, and, to benefit from the low cost deposits associated with non-interest bearing demand accounts connected to commercial and agribusiness customers.  The Bank successfully recruited and installed an agribusiness team in 2012 which contributed to a significant increase in the Bank’s agribusiness lending presence in the Central Coast region of California.  We have more recently recruited bankers with experience and knowledge of commercial and industrial lending in the markets we serve, in order to promote growth in this segment of our loan portfolio.

 

 

 

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·     Enhance the residential lending product mix and loan sale alternatives. With Fannie Mae approval, the Bank is able to originate and sell directly to Fannie Mae qualified loans.

 

·     Invest in infrastructure in order to have the ability to scale efficiently and effectively, in line with our long-term goal of creating a community banking franchise of $3.0 billion to $5.0 billion in total assets.

 

The comparability of the Company’s operating results for the three and six months ended June 30, 2015 and 2014 is significantly impacted by the Company’s acquisition of MISN on February 28, 2014.

 

Financial Highlights

 

The Company generated net income available to common shareholders of $3.7 million or $0.11 per diluted common share, and $7.8 million or $0.23 per diluted common share for the three and six months ended June 30, 2015, respectively as compared to net income available to common shareholders of $2.9 million or $0.09 per diluted common share and $1.2 million or $0.04 per diluted common share for the same periods ended a year earlier.

 

Significant factors impacting the Company’s net income during the quarter ended June 30, 2015 are discussed below:

 

·     Net interest income was $15.2 million, or 3.67% of average interest earning assets (“net interest margin” or “NIM”), for the second quarter of 2015 compared with net interest income of $15.2 million, and a 3.98% NIM, for the same period a year earlier.  Net interest income was $30.7 million, and our NIM was 3.79% for the year to date period through June 30, 2015, compared with $27.6 million, and a 3.98% NIM, for the same prior year period.  The decline in our NIM for the three and six months ended June 30, 2015, as compared to the same periods in 2014, was primarily due to declining loan yields, which reduced our NIM by 33, and 20 basis points, respectively, for the second quarter and first half of 2015, as compared to the same prior year periods. Although the decline in loan yields negatively impacted our NIM, the impact of declining loan yields on net interest income was offset by a $132.8 million increase in average earning assets, attributable primarily to a $108.9 million increase in average loans, as compared to the second quarter of 2014.  The combined impact of the decline in loan yields and the increase in average earning assets resulted in almost no change in the level of net interest income for the second quarter of 2015 as compared to the second quarter of 2014.  The increase in net interest income for the six months ended June 30, 2015 as compared to the same period a year ago is primarily due to the inclusion of MISN’s earning assets for six full months in 2015 versus just four months in 2014.  This was also the primary driver of a $234.3 million year over year increase in average earning assets.

 

·     Non-interest expense declined by $1.6 million or 12.0%, and $6.8 million or 22.6% to $11.4 million, and $23.2 million for the three and six months ended June 30, 2015, respectively compared to $13.0 million, and $30.0 million for the three and six months ended June 30, 2014, respectively.  The decrease in non-interest expense for the second quarter of 2015 as compared to the second quarter a year ago was largely the result of a $0.9 million decrease of merger, restructure, and integration costs, a $0.6 million decrease of salaries and employee benefits costs, and a $0.4 million decrease of information technology costs.  These decreases were partially offset by a $0.7 million increase in professional services expense.  The decrease in non-interest expense for the year to date through June 30, 2015 is primarily due to an $8.0 million decrease in merger, restructure, and integration costs, partially offset by a $1.3 million increase in professional services expense.

 

·     No provisions for loan and lease losses were recorded for the three and six months ended June 30, 2015 and 2014.  The Company has not required a loan and lease loss provision since 2012 due to stabilization in the level of classified assets, a continual decline in historical loss percentages used to calculate the general portion of our allowance for loan and lease losses (“ALLL”), declining levels of specific reserves for impaired loans, and a significant decrease in the amount of annualized net charge-off rates over the past two years.  As of June 30, 2015, MISN legacy loans have $0.9 million or a 0.41%, ALLL allocated to them, and the remaining existing un-accreted purchase discounts on these loans represents 3.06% of the remaining balance of loans acquired through the MISN Transaction.

 

·     Non-interest income decreased by $0.2 million, to $2.3 million for the second quarter of 2015, and increased by $1.0 million to $5.3 million for the year to date through June 30, 2015 compared to $2.5 million and $4.2 million for the same prior year periods, respectively.  The decrease in non-interest income for the current quarter, as compared to the second quarter of 2014, is primarily a result of lower fees and service charge income.  The increase in non-interest income for the year to date period through June 30, 2015, is primarily due to increases in gain on sale of mortgage loans and other mortgage fee income, gains on the sale of investment securities, as well as increased other income.

 

 

 

Heritage Oaks Bancorp | - 40 -

 



Table of Contents

 

Critical Accounting Policies and Estimates

 

Our accounting policies are integral to understanding the Company’s financial condition and results of operations.  Accounting policies that management considers to be significant, including newly issued standards to be adopted in future periods, are disclosed in Note 1. Summary of Significant Accounting Policies, of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2014.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ materially and adversely from those estimates.

 

Estimates that are particularly susceptible to significant change relate to the determination of purchase accounting adjustments to the fair value of assets purchased and liabilities assumed through strategic acquisitions, the ALLL, the valuation of real estate acquired through foreclosure, the carrying value of the Company’s net deferred tax assets and estimates used in the determination of the fair value of certain financial instruments.

 

Fair Value of Assets Purchased and Liabilities Assumed through Strategic Acquisitions

 

When the Company acquires the assets and assumes the liabilities of other financial institutions, U.S. GAAP requires an assessment of the fair value of those individual assets and liabilities.  This fair value may differ from the cost basis recorded on the acquired institution’s financial statements.  Management performs an initial assessment to determine which assets and liabilities must be designated for fair value analysis.  Management typically engages experts in the field of valuation to perform the valuation of significant assets and liabilities and, after assessing the resulting fair value computation, will utilize such value in computing the initial purchase accounting adjustments for the acquired assets.  It is possible that these values could be viewed differently through either alternative valuation approaches or if performed by different experts.  Management is responsible for determining that the values determined by experts are reasonable.  As of December 31, 2014, adjustments to the fair value of assets acquired and liabilities assumed in the MISN Transaction were complete.  See also Note 2. Business Combination, of the condensed consolidated financial statements filed on this Form 10-Q.

 

Allowance for Loan and Lease Losses and Valuation of Foreclosed Real Estate

 

In connection with the determination of the specific credit component of the ALLL for impaired loans in the loan portfolio and the value of foreclosed real estate, management obtains independent appraisals at least once a year for significant properties.  Although management uses all available information to recognize losses on impaired loans and foreclosed real estate, future additions to the ALLL may be necessary based on changes in local economic conditions or other factors outside our control.

 

The general portfolio component of the ALLL is determined by pooling loans by collateral type and purpose.  These loans are then further segmented by an internal loan grading system that classifies the credit quality of loans as: pass, special mention, substandard and doubtful.  Estimated loss rates are then applied to each segment according to loan grade to determine the amount of the general portfolio allocation.  Estimated loss rates are determined through an analysis of historical loss rates for each segment of the loan portfolio, based on the Company’s prior experience with such loans.  In addition, qualitatively determined adjustments are made to the historical loss history to give effect to certain internal and external factors that may have either a positive or negative impact on the overall credit quality of the loan portfolio.

 

Loans and leases acquired through purchase or through a business combination, such as those acquired in the MISN Transaction, are recorded at their fair value at the acquisition date. Credit discounts are included in the determination of fair value; therefore, an ALLL is not recorded at the acquisition date.  These loans include purchased credit impaired loans (“PCI loans”), which are accounted for under ASC 310-30, and all other loans acquired without impairment indicators, and not accounted for within the scope of ASC 310-30, (“non-PCI loans”).  Should the Company’s ALLL methodology indicate that the credit discount associated with acquired, non-PCI loans, is no longer sufficient to cover probable losses inherent in those loans, the Company establishes an ALLL for those loans through a charge to provision for loan and lease losses. Acquired loans are evaluated upon acquisition for evidence of deterioration in credit quality since origination such that it is probable at acquisition that the Company will be unable to collect all contractually required payments.  Such loans are classified as PCI loans, while all other acquired loans are classified as non-PCI loans.

 

 

 

Heritage Oaks Bancorp | - 41 -

 



Table of Contents

 

The Company has elected to account for PCI loans at an individual loan level.  The Company estimates the amount and timing of expected cash flows for each loan.  The expected cash flow in excess of the loan’s carrying value, which is fair value on the date of acquisition, is referred to as the accretable yield, and is recorded as interest income over the remaining expected life of the loan.  The excess of the loan’s contractual principal and interest over expected cash flows is referred to as the non-accretable difference, and is not recorded in the Company’s condensed consolidated financial statements.

 

Quarterly, management performs an evaluation of expected future cash flows for PCI loans.  If current expectations of future cash flows are less than management’s previous expectations, other than due to decreases in interest rates and prepayment assumptions, an ALLL is recorded with a charge to current period earnings through provision for loan and lease losses.  If there has been a probable and significant increase in expected future cash flows over that which was previously expected, the Company will first reduce any previously established ALLL, and then record an adjustment to interest income through a prospective increase in the accretable yield.

 

Because of all the variables that go into the determination of both the specific and general allocation components of the ALLL, as well as the valuation of foreclosed real estate, it is reasonably possible that the ALLL and foreclosed real estate values may change in future periods and those changes could be material and have an adverse effect on our financial condition and results of operations.  See also Note 5. Loans and Allowance for Loan and Lease Losses, of the condensed consolidated financial statements filed on this Form 10-Q.

 

Realizability of Deferred Tax Assets

 

The Company uses an estimate of its future earnings in determining if it is more likely than not that the carrying value of its deferred tax assets will be realized over the period they are expected to reverse.  If based on all available evidence, the Company believes that a portion or all of its deferred tax assets will not be realized, a valuation allowance must be established.  See also Note 6. Income Taxes, of the condensed consolidated financial statements filed on this Form 10-Q.

 

Fair Value of Financial Instruments

 

The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of observable pricing.  Financial instruments with readily available active quoted prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of observable pricing and a lesser degree of judgment utilized in measuring fair value.  Conversely, financial instruments rarely traded or not quoted will generally have little or no observable pricing and a higher degree of judgment is utilized in measuring the fair value of such instruments.  Observable pricing is impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and the characteristics specific to the financial instrument, including but not limited to credit and duration profiles.  See also Note 3. Fair Value of Assets and Liabilities, of the condensed consolidated financial statements filed on this Form 10-Q.

 

Where You Can Find More Information

 

Under Section 13 of the Securities Exchange Act of 1934, as amended, periodic and current reports must be filed with the U.S. Securities and Exchange Commission (the “SEC”).  The Company electronically files the following documents with the SEC: Annual Reports on Form 10-K; Quarterly Reports on Form 10-Q; Current Reports on Form 8-K; and Definitive Proxy Statements on Form DEF 14A.  The Company may file additional documents from time to time.  The SEC maintains an internet site, www.sec.gov, from which all documents filed or furnished electronically may be accessed.  Additionally, all documents filed with the SEC and additional shareholder information is available free of charge on the Company’s website: www.heritageoaksbancorp.com.

 

The Company posts these reports and other filings to its website as soon as reasonably practicable after filing them with or furnishing them to the SEC.  None of the information on or hyperlinked from the Company’s website is incorporated into this Quarterly Report on Form 10-Q.

 

 

 

 

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Table of Contents

 

Selected Financial Data

 

The table below provides selected financial data that highlights the Company’s quarterly performance results:

 

 

 

At or For The Three Months Ended

 

 

 

6/30/2015

 

3/31/2015

 

12/31/2014

 

9/30/2014

 

6/30/2014

 

 

 

(dollars in thousands, except per share data)

 

Consolidated Income Data

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 $

16,741

 

 $

16,928

 

 $

17,064

 

 $

16,895

 

 $

16,541

 

Interest expense

 

1,499

 

1,430

 

1,338

 

1,324

 

1,344

 

Net interest income

 

15,242

 

15,498

 

15,726

 

15,571

 

15,197

 

Provision for loan and lease losses

 

-

 

-

 

-

 

-    

 

-    

 

Net interest income after provision for loan and lease losses

 

15,242

 

15,498

 

15,726

 

15,571

 

15,197

 

Non-interest income

 

2,271

 

3,001

 

2,354

 

2,982

 

2,476

 

Non-interest expense

 

11,429

 

11,813

 

11,385

 

13,382

 

12,986

 

Income before income tax expense

 

6,084

 

6,686

 

6,695

 

5,171

 

4,687

 

Income tax expense

 

2,284

 

2,617

 

2,343

 

1,742

 

1,738

 

Net income

 

3,800

 

4,069

 

4,352

 

3,429

 

2,949

 

Accretion on preferred stock

 

70

 

-

 

168

 

-

 

-    

 

Net income available to common shareholders

 

 $

3,730

 

 $

4,069

 

 $

4,184

 

 $

3,429

 

 $

2,949

 

Share Data

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share - basic

 

 $

0.11

 

 $

0.12

 

 $

0.13

 

 $

0.10

 

 $

0.09

 

Earnings per common share - diluted

 

 $

0.11

 

 $

0.12

 

 $

0.13

 

 $

0.10

 

 $

0.09

 

Dividends declared per common share

 

 $

0.06

 

 $

0.05

 

 $

0.05

 

 $

0.03

 

 $

-

 

Divdend payout ratio

 

54.16%

 

42.10%

 

39.40%

 

29.95%

 

0.00%

 

Common book value per share

 

 $

5.89

 

 $

5.92

 

 $

5.81

 

 $

5.76

 

 $

5.68

 

Tangible common book value per share

 

 $

5.02

 

 $

5.03

 

 $

4.92

 

 $

4.85

 

 $

4.76

 

Actual shares outstanding at end of period

 

34,314,242

 

33,950,518

 

33,905,060

 

33,082,205

 

33,032,436

 

Weighted average shares outstanding - basic

 

34,105,192

 

34,107,168

 

33,301,966

 

33,992,465

 

33,967,670

 

Weighted average shares outstanding - diluted

 

34,249,591

 

34,266,482

 

33,433,813

 

34,146,200

 

34,142,364

 

Selected Consolidated Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

Total cash and cash equivalents

 

 $

129,013

 

 $

75,478

 

 $

35,580

 

 $

50,827

 

 $

83,756

 

Total investments and other securities

 

 $

379,824

 

 $

364,498

 

 $

355,580

 

 $

382,437

 

 $

359,630

 

Total gross loans held for investment

 

 $

1,191,153

 

 $

1,207,319

 

 $

1,193,483

 

 $

1,151,576

 

 $

1,096,883

 

Allowance for loan and lease losses

 

 $

(16,982)

 

 $

(16,913)

 

 $

(16,802)

 

 $

(16,787)

 

 $

(16,635)

 

Total assets

 

 $

1,828,379

 

 $

1,776,594

 

 $

1,710,127

 

 $

1,716,224

 

 $

1,677,672

 

Total deposits

 

 $

1,511,639

 

 $

1,460,268

 

 $

1,394,804

 

 $

1,422,934

 

 $

1,394,183

 

Federal Home Loan Bank borrowings

 

 $

93,550

 

 $

93,554

 

 $

95,558

 

 $

75,562

 

 $

67,566

 

Junior subordinated debt

 

 $

13,338

 

 $

13,286

 

 $

13,233

 

 $

13,179

 

 $

13,125

 

Total shareholders’ equity

 

 $

202,082

 

 $

201,943

 

 $

197,940

 

 $

194,119

 

 $

191,205

 

Average assets

 

 $

1,796,615

 

 $

1,740,486

 

 $

1,712,605

 

 $

1,691,508

 

 $

1,667,486

 

Average earning assets

 

 $

1,664,972

 

 $

1,605,435

 

 $

1,577,563

 

 $

1,552,548

 

 $

1,532,149

 

Average shareholders’ equity

 

 $

202,481

 

 $

199,807

 

 $

196,238

 

 $

193,061

 

 $

189,804

 

Selected Financial Ratios

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

0.85%

 

0.95%

 

1.01%

 

0.80%

 

0.71%

 

Return on average equity

 

7.53%

 

8.26%

 

8.80%

 

7.05%

 

6.23%

 

Return on average tangible common equity

 

8.71%

 

9.79%

 

10.20%

 

8.55%

 

7.61%

 

Net interest margin (1)

 

3.67%

 

3.92%

 

3.95%

 

3.98%

 

3.98%

 

Efficiency ratio (2)

 

64.04%

 

64.13%

 

61.67%

 

71.91%

 

71.97%

 

Non-interest expense to average assets

 

2.55%

 

2.75%

 

2.64%

 

3.14%

 

3.12%

 

Capital Ratios

 

 

 

 

 

 

 

 

 

 

 

Average equity to average assets

 

11.27%

 

11.48%

 

11.46%

 

11.41%

 

11.38%

 

Common Equity Tier 1 Capital ratio

 

12.96%

 

12.50%

 

N/A

 

N/A

 

N/A

 

Leverage ratio

 

10.22%

 

10.38%

 

10.22%

 

10.00%

 

9.83%

 

Tier 1 Risk-Based Capital ratio

 

13.55%

 

13.12%

 

13.13%

 

12.87%

 

12.85%

 

Total Risk-Based Capital ratio

 

14.80%

 

14.36%

 

14.38%

 

14.12%

 

14.10%

 

Selected Asset Quality Ratios

 

 

 

 

 

 

 

 

 

 

 

Non-performing loans to total gross loans (3)

 

0.97%

 

0.98%

 

0.88%

 

0.89%

 

1.04%

 

Non-performing assets to total assets (4)

 

0.65%

 

0.69%

 

0.62%

 

0.60%

 

0.69%

 

Allowance for loan and lease losses to total gross loans

 

1.43%

 

1.40%

 

1.41%

 

1.46%

 

1.52%

 

Net (recoveries) charge-offs to average loans

 

-0.02%

 

-0.04%

 

-0.01%

 

-0.06%

 

0.48%

 

 

(1)   Net interest margin represents net interest income as a percentage of average interest-earning assets.

(2)   The efficiency ratio is defined as total non-interest expense as a percentage of the combined: net interest income, non-interest income, excluding gains and losses on the sale of securities, gains and losses on the sale of other real estate owned (“OREO”), write-downs on OREO, OREO related costs, gains and losses on the sale of fixed assets, and amortization of intangible assets.

(3)   Non-performing loans are defined as loans that are past due 90 days or more, as well as loans placed on non-accrual status.

(4)   Non-performing assets are defined as all non-performing loans, and OREO assets.

 

 

Heritage Oaks Bancorp | - 43 -

 



Table of Contents

 

Results of Operations

 

Net Interest Income and Margin

 

Net interest income, the primary component of the net earnings of a financial institution, refers to the difference between the interest earned on loans and investments and the interest paid on deposits and borrowings.  The net interest margin (“NIM”) is the amount of net interest income expressed as a percentage of average interest earning assets.  Factors considered in the analysis of net interest income are the composition and volume of interest-earning assets and interest-bearing liabilities, the amount of non-interest bearing liabilities and non-accrual loans, and changes in market interest rates.

 

The tables below set forth the details that make up net interest margin including, average balance sheet information, interest income and expense, average yields and rates and net interest income and margin:

 

 

 

For the Three Months Ended

 

For the Three Months Ended

 

 

 

June 30, 2015

 

June 30, 2014

 

 

 

 

 

Yield/

 

Income/

 

 

 

Yield/

 

Income/

 

 

 

Balance

 

Rate (4)

 

Expense

 

Balance

 

Rate (4)

 

Expense

 

 

 

(dollars in thousands)

 

Interest Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest earning deposits in other banks

 

  $

71,993

 

0.18%

 

  $

33 

 

  $

61,033

 

0.19%

 

  $

29  

 

Investment securities

 

369,368

 

1.80%

 

1,662 

 

356,785

 

2.04%

 

1,819  

 

Other investments

 

9,839

 

18.79%

 

461 

 

9,492

 

6.17%

 

146  

 

Loans (1) (2)

 

1,213,772

 

4.82%

 

14,585 

 

1,104,839

 

5.28%

 

14,547  

 

Total interest earning assets

 

1,664,972

 

4.03%

 

16,741 

 

1,532,149

 

4.33%

 

16,541  

 

Allowance for loan and lease losses

 

(17,037)

 

 

 

 

 

(18,044)

 

 

 

 

 

Other assets

 

148,680

 

 

 

 

 

153,381

 

 

 

 

 

Total assets

 

  $

1,796,615

 

 

 

 

 

  $

1,667,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing demand

 

  $

118,692

 

0.11%

 

  $

33 

 

  $

107,598

 

0.11%

 

  $

29  

 

Savings

 

95,875

 

0.10%

 

24 

 

94,154

 

0.11%

 

25  

 

Money market

 

506,651

 

0.28%

 

354 

 

436,351

 

0.30%

 

329  

 

Time deposits

 

270,283

 

0.75%

 

507 

 

292,322

 

0.75%

 

545  

 

Total interest bearing deposits

 

991,501

 

0.37%

 

918 

 

930,425

 

0.40%

 

928  

 

Federal Home Loan Bank borrowing

 

93,552

 

1.89%

 

440 

 

76,304

 

1.45%

 

276  

 

Junior subordinated debentures

 

13,305

 

4.25%

 

141 

 

13,093

 

4.29%

 

140  

 

Total borrowed funds

 

106,857

 

2.18%

 

581 

 

89,397

 

1.87%

 

416  

 

Total interest bearing liabilities

 

1,098,358

 

0.55%

 

1,499 

 

1,019,822

 

0.53%

 

1,344  

 

Non interest bearing demand

 

486,829

 

 

 

 

 

447,095

 

 

 

 

 

Total funding

 

1,585,187

 

0.38%

 

1,499 

 

1,466,917

 

0.37%

 

1,344  

 

Other liabilities

 

8,947

 

 

 

 

 

10,765

 

 

 

 

 

Total liabilities

 

1,594,134

 

 

 

 

 

1,477,682

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

202,481

 

 

 

 

 

189,804

 

 

 

 

 

Total liabilities and shareholders’ equity

 

  $

1,796,615

 

 

 

 

 

  $

1,667,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest margin (3)

 

 

 

3.67%

 

  $

15,242 

 

 

 

3.98%

 

  $

15,197  

 

Interest rate spread

 

 

 

3.48%

 

 

 

 

 

3.80%

 

 

 

Cost of deposits

 

 

 

0.25%

 

 

 

 

 

0.27%

 

 

 

 

(1)          Non-accruing loans have been included in total loans.

(2)          Interest income includes fees on loans.

(3)          Net interest margin represents net interest income as a percentage of total average interest earning assets.

(4)          Annualized using actual number days during the period presented.

 

 

Heritage Oaks Bancorp | - 44 -

 



Table of Contents

 

 

 

For the Six Months Ended

 

For the Six Months Ended

 

 

 

June 30, 2015

 

June 30, 2014

 

 

 

 

 

Yield/

 

Income/

 

 

 

Yield/

 

Income/

 

 

 

Balance

 

Rate (4)

 

Expense

 

Balance

 

Rate (4)

 

Expense

 

 

 

(dollars in thousands)

 

Interest Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest earning deposits in other banks

 

  $

59,669

 

0.18%

 

  $

54

 

  $

50,611

 

0.16%

 

  $

41

 

Investment securities

 

361,290

 

1.86%

 

3,329

 

327,907

 

2.10%

 

3,409

 

Other investments

 

9,839

 

12.56%

 

613

 

8,457

 

6.92%

 

290

 

Loans (1) (2)

 

1,204,569

 

4.97%

 

29,673

 

1,014,102

 

5.25%

 

26,403

 

Total interest earning assets

 

1,635,367

 

4.15%

 

33,669

 

1,401,077

 

4.34%

 

30,143

 

Allowance for loan and lease losses

 

(16,950)

 

 

 

 

 

(17,998)

 

 

 

 

 

Other assets

 

150,288

 

 

 

 

 

133,130

 

 

 

 

 

Total assets

 

  $

1,768,705

 

 

 

 

 

  $

1,516,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing demand

 

  $

117,317

 

0.11%

 

 $

64

 

  $

98,843

 

0.11%

 

  $

53

 

Savings

 

95,219

 

0.10%

 

47

 

78,015

 

0.10%

 

40

 

Money market

 

485,481

 

0.28%

 

672

 

399,464

 

0.31%

 

613

 

Time deposits

 

274,441

 

0.75%

 

1,024

 

270,044

 

0.77%

 

1,037

 

Total interest bearing deposits

 

972,458

 

0.37%

 

1,807

 

846,366

 

0.42%

 

1,743

 

Federal Home Loan Bank borrowing

 

96,775

 

1.75%

 

839

 

83,507

 

1.30%

 

537

 

Junior subordinated debentures

 

13,279

 

4.30%

 

283

 

11,510

 

3.77%

 

215

 

Total borrowed funds

 

110,054

 

2.06%

 

1,122

 

95,017

 

1.60%

 

752

 

Total interest bearing liabilities

 

1,082,512

 

0.55%

 

2,929

 

941,383

 

0.53%

 

2,495

 

Non interest bearing demand

 

475,704

 

 

 

 

 

395,843

 

 

 

 

 

Total funding

 

1,558,216

 

0.38%

 

2,929

 

1,337,226

 

0.38%

 

2,495

 

Other liabilities

 

9,337

 

 

 

 

 

9,608

 

 

 

 

 

Total liabilities

 

1,567,553

 

 

 

 

 

1,346,834

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

201,152

 

 

 

 

 

169,375

 

 

 

 

 

Total liabilities and shareholders’ equity

 

  $

1,768,705

 

 

 

 

 

  $

1,516,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest margin (3)

 

 

 

3.79%

 

  $

30,740

 

 

 

3.98%

 

  $

27,648

 

Interest rate spread

 

 

 

3.60%

 

 

 

 

 

3.81%

 

 

 

Cost of deposits

 

 

 

0.25%

 

 

 

 

 

0.56%

 

 

 

 

(1)     Non-accruing loans have been included in total loans.

(2)     Interest income includes fees on loans.

(3)     Net interest margin represents net interest income as a percentage of total average interest earning assets.

(4)     Annualized using actual number days during the period presented.

 

 

Heritage Oaks Bancorp | - 45 -

 



Table of Contents

 

The volume and rate variance tables below set forth the dollar difference in interest earned and paid for each major category of interest earning assets and interest bearing liabilities as compared to the corresponding period a year earlier, and the amount of such change attributable to changes in average balances (volume), changes in average yields and rates (rate) and the interplay of the impacts of the changes in rates and volumes (rate/volume):

 

 

 

For the Three Months Ended

 

 

 

June 30, 2015

 

 

 

Volume

 

Rate

 

Rate/Volume

 

Total

 

 

 

(dollars in thousands)

 

Interest Income

 

 

 

 

 

 

 

 

 

Interest bearing deposits in other banks

 

  $

5

 

  $

(2)

 

  $

1

 

  $

4

 

Investment securities

 

64

 

(213)

 

(8)

 

(157)

 

Other investments

 

5

 

299

 

11

 

315

 

Loans

 

1,434

 

(1,267)

 

(129)

 

38

 

Net increase (decrease)

 

1,508

 

(1,183)

 

(125)

 

200

 

Interest Expense

 

 

 

 

 

 

 

 

 

Interest bearing demand

 

3

 

-    

 

1

 

4

 

Savings

 

-    

 

(2)

 

1

 

(1)

 

Money market

 

53

 

(22)

 

(6)

 

25

 

Time deposits

 

(41)

 

-    

 

3

 

(38)

 

Federal Home Loan Bank borrowing

 

62

 

84

 

18

 

164

 

Long term borrowings

 

2

 

(1)

 

-    

 

1

 

Net increase

 

79

 

59

 

17

 

155

 

Total net increase (decrease)

 

  $

1,429

 

  $

(1,242)

 

  $

(142)

 

  $

45

 

 

 

 

 

 

 

For the Six Months Ended

 

 

 

June 30, 2015

 

 

 

Volume

 

Rate

 

Rate/Volume

 

Total

 

 

 

(dollars in thousands)

 

Interest Income

 

 

 

 

 

 

 

 

 

Interest bearing deposits in other banks

 

  $

7

 

  $

5

 

  $

1

 

  $

13

 

Investment securities

 

347

 

(390)

 

(37)

 

(80)

 

Other investments

 

47

 

237

 

39

 

323

 

Loans

 

4,959

 

(1,408)

 

(281)

 

3,270

 

Net increase (decrease)

 

5,360

 

(1,556)

 

(278)

 

3,526

 

Interest Expense

 

 

 

 

 

 

 

 

 

Interest bearing demand

 

10

 

-    

 

1

 

11

 

Savings

 

9

 

-    

 

(2)

 

7

 

Money market

 

132

 

(59)

 

(14)

 

59

 

Time deposits

 

17

 

(27)

 

(3)

 

(13)

 

Federal Home Loan Bank borrowing

 

85

 

186

 

31

 

302

 

Long term borrowings

 

33

 

30

 

5

 

68

 

Net increase

 

286

 

130

 

18

 

434

 

Total net increase (decrease)

 

  $

5,074

 

  $

(1,686)

 

  $

(296)

 

  $

3,092

 

 

Our average loan yields declined by 46 basis points to 4.82%, and by 28 basis points to 4.97% for the three and six months ended June 30, 2015, compared to the same prior year periods.  The historically low interest rate environment continued to have an adverse impact on yields of new and renewing loans during the first half of 2015.  While interest rates in general have been declining for the past several years, long-term interest rates fell to new lows during the first quarter of 2015.  For example, the 10 year treasury yield was nearly 3.00% on January 1, 2014, but declined to 1.92% at March 31, 2015 and has only increased modestly over the second quarter to 2.35% as of June 30, 2015.  The result of a declining prevailing rate environment on our loan portfolio is that the loans that prepay have been at higher average yields than the yields generated from new loan originations, and renewals.  This trend continued during the first half of 2015 and is evidenced by the decline of newly originated loan yields, which averaged 4.55% for the first half of 2014, and fell to an average rate of 4.06% for the first half of 2015.  Loan prepayments also contributed to the decline of average loan yields for the first half of 2015, when compared to the same period a year earlier.  Loan prepayments were $97.7 million and yielded an average of 4.72%, for the first half of 2015, compared to $58.8 million, yielding on average 5.39% for the same prior year period.

 

 

 

Heritage Oaks Bancorp | - 46 -

 



Table of Contents

 

Loan yields and our NIM have benefitted from the discount accretion from the acquired MISN loan portfolio since March 1, 2014 and this discount accretion has muted the impact of the historically low interest rate environment on our loan yields for the three and six month periods ended June 30, 2015, and the same prior year periods.  Total discount accretion from acquired loans was $0.5 million, and $0.9 million for the three months ended June 30, 2015 and 2014, respectively; and $1.6 million, and $1.3 million for the six months ended June 30, 2015 and 2014, respectively.  We have however, experienced a decline in the amount of purchase discount accretion during the second quarter of 2015, as compared to the prior four consecutive quarters.  Purchase discount accretion from acquired loans increased our loan yields by 15 basis points for the second quarter of 2015, and by 33 basis points for the same prior year period, and by 26 basis points for the first six months of both 2015, and 2014, respectively.  The primary reason for the decline in purchase discount accretion experienced in the second quarter of 2015 was a decline in acquired MISN loan prepayment activity and related acceleration of discount accretion.  We anticipate that the amount of purchase discount accretion from loans acquired through the MISN Transaction will continue to decline in future quarters if we do not have any unscheduled loan pay-offs, and due to the decline in the amount of scheduled discount accretion attributable to the maturity of acquired MISN loans.

 

Forgone interest on non-accrual and restructured loans continued to negatively impact interest income for the three and six month periods ended June 30, 2015, and 2014.  Total forgone interest related to non-accrual and restructured loans, which includes (1) the initial accrued interest reversal when a loan is transferred to non-accrual status, (2) interest lost prospectively for the period of time a loan is on non-accrual status, and (3) lost interest due to restructuring terms below original note terms or below current market-rate terms, was approximately $0.2 million, and $0.4 million, respectively during both the three and six months ended June 30, 2015 and 2014, respectively.  Total forgone interest on non-accrual and restructured loans reduced the yield on the loan portfolio by 7 basis points and 8 basis points for the three months ended June 30, 2015, and 2014, and by 8 basis points for the six months ended June 30, 2015, and 2014, respectively.

 

After adjusting for the impacts of purchase discount accretion and the impact of non-accrual and restructured loans, our loan yields would have been 4.78% for the three months ended June 30, 2015, and 5.03% for the same prior year period.  These adjusted quarterly yields imply that the impact of the decline in long-term interest rates on our new loan originations net of the impact of higher yields on loan prepayments was an approximate 29 basis point reduction of our quarterly loan yields on a year over year basis.

 

The low interest rate environment and relative flatness of interest yield curves during the last couple of years have had a compounding impact on securities’ yields as new investments are typically providing lower yields.  We have also, more recently, reallocated a portion of the securities portfolio into lower risk weighted bonds, which yield less than the higher risk weighted bonds they replaced, for a more favorable risk weighting profile under the new Basel III regulatory capital guidelines.  These factors have resulted in a 24 basis point decrease, when comparing our average securities yield of 1.80%, and 1.86%, respectively, for both the three and six months ended June 30, 2015, to average yields of 2.04% and 2.10%, respectively, reported for the same prior year periods.

 

For the three and six months ended June 30, 2015, and 2014, the yield on other investments was 18.79% and 12.56%, and 6.17% and 6.92%, respectively. The increase can be attributed to a special dividend of $0.3 million paid by the Federal Home Loan Bank (“FHLB”) in June 2015.  This special dividend contributed approximately 7 bps and 4 bps to the NIM for the three and six month periods ended June 30, 2015, respectively.

 

Our earnings are influenced by changes in interest rates.  The Company is currently in a net asset sensitive position, and a large percentage of our interest sensitive assets and liabilities re-price with changes in interest rates.  A significant portion of the variable rate component of the Company’s loan portfolio has had their interest rates set to their respective contractual interest rate floors.  To the extent that interest rates rise, the Company will not experience the benefit of rising interest rates until such rates rise above contractual interest rate floors.  See Item 3. Qualitative and Quantitative Disclosures About Market Risk, included in this Quarterly Report on Form 10-Q, for further discussion of the Company’s sensitivity to interest rate movements based on our current net asset sensitive profile, as well as the impact of interest rate floors on the variable rate component of our loan portfolio.

 

Average interest-earning assets for the three and six months ended June 30, 2015 increased $132.8 million, or 8.7%, and by $234.3 million, or 16.7%, respectively, over the corresponding periods in 2014.  Growth in average earning assets for the second quarter of 2015, as compared to the second quarter a year ago, was primarily driven by growth in the loan portfolio, while growth in average earning assets for the first six months of 2015, as compared to the same prior year period was largely driven by growth across all earning asset types due to the loans purchased and excess liquidity generated by the deposits assumed through the MISN Transaction on March 1, 2014.

 

 

 

Heritage Oaks Bancorp | - 47 -



Table of Contents

 

The average balance of interest-bearing liabilities was $78.5 million, or 7.7%, higher for the three months ended June 30, 2015, as compared to the corresponding period a year earlier.  Average interest-bearing liabilities increased by $141.1 million, or 15.0%, for the six months ended June 30, 2015, as compared to the same prior year period.  Growth in average interest-bearing liabilities for the second quarter of 2015 was primarily the result of successful deposit gathering activities, while growth for the year to date through June 30, 2015 was due both to the merger with MISN, and to deposit gathering activities.

 

The rate paid on interest bearing deposits declined by 3 and 5 basis points, respectively, to 0.37% for both the three and six months ended June 30, 2015 as compared to the same periods a year earlier.  This decline is in part due to the historically low interest rate environment that has existed for the last few years, but is also due to our efforts to systematically lower our cost of deposits over this same time period.  Although such efforts have contributed to a moderate decline in time deposits (for legacy Heritage Oaks balances), the overall deposit mix and cost of our deposit portfolio has greatly improved as a result of these efforts.  We have also benefitted from the lower cost of the deposits acquired through the MISN merger in both the three and six month periods ended June 30, 2015, and 2014.  In addition to the favorable effects realized from these changes in our interest bearing deposits, our quarterly average non-interest bearing demand deposit balances have increased by $39.7 million, or 8.9% to $486.8 million, for the three months ended June 30, 2015 as compared to the same prior year period.  Non-interest bearing deposits increased at a greater rate than the 6.6% increase of our average interest bearing deposits, which also contributed to a more favorable composition of our funding base.  Non-interest bearing demand deposit balances have contributed a reduction of 17 and 16 basis points on total funding costs for the quarter ended June 30, 2015 and 2014, respectively, and, 17 and 15 basis points for the six months ended June 30, 2015, and 2014, respectively.  The total cost of funds for the three and six month periods ended June 30, 2015 were both 0.38%; representing an increase of 1 basis point as compared to second quarter of 2014, and unchanged as compared to the first six months of 2014.

 

For both the second quarter and the year to date through June 30, 2015 and 2014, the average rate paid on interest bearing liabilities was 0.55%, and 0.53%, respectively.  The benefits from the deposit portfolio rate reductions previously discussed were substantially offset by an increase in funding costs for FHLB borrowings, as the Company has strategically decided to lock in historically low fixed rates to match-fund longer term fixed rate loans, and, to a lesser extent, an increase in the cost of other long term borrowings attributable to the MISN junior subordinated debentures purchase discount amortization.

 

Provision for Loan and Lease Losses

 

The ALLL is maintained at a level considered by management to be appropriate to provide for probable credit losses inherent in the loan portfolio as of the balance sheet date and is based on methodologies applied on a consistent basis with the prior year.  Management’s review of the appropriateness of the ALLL includes, among other things, an analysis of past loan loss experience and an evaluation of the loan portfolio under current economic conditions.  See also Note 5. Loans and Allowance for Loan and Lease Losses, of the condensed consolidated financial statements, filed with this Quarterly Report on Form 10-Q, for additional detail on the ALLL.

 

The ALLL is based on estimates, and actual losses may vary from current estimates.  Such variances could be material and could have an adverse effect on the Company’s performance.  The Company recognizes that the risk of loss will vary with, among other things: general economic conditions; the type of loan being made; the creditworthiness of the borrower over the term of the loan; and, in the case of a collateralized loan, the quality of the underlying collateral for such loans.

 

The Company did not record a provision for loan and lease losses during the three or six months ended June 30, 2015 and 2014.  The lack of need for additional provisions for the year to date through June 30, 2015, was supported by net recoveries of $0.2 million during the first six months of 2015.  During the first six months of 2014, the Company recorded net charge-offs of $1.2 million, however, positive adjustments to the general reserve driven by a reduction in our historical losses negated the need for additional ALLL and related provision expense.  The lack of provision for loan and lease losses is reflective of the continuing improvements in the overall credit quality of the loan portfolio, the overall improvement in the historical charge-off history over the last year, the improvement in property values that serve as collateral for a large portion of our loans, as well as the limited amount of new loans moving into non-accrual status, and therefore requiring specific reserves, all of which were largely offset by increased ALLL requirements due to the growth in the legacy Heritage Oaks loan portfolio, and qualitative factor adjustments.  As of June 30, 2015, the Company’s ALLL represented 1.43% of total gross loans.  For additional information, see the “Allowance for Loan and Lease Losses” discussion in the Financial Condition section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

 

Heritage Oaks Bancorp | - 48 -



Table of Contents

 

Non-Interest Income

 

The table below sets forth changes in non-interest income as compared to the corresponding period a year earlier:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

Variance

 

Variance

 

 

 

June 30,

 

June 30,

 

For the Three Months

 

For the Six Months

 

 

 

2015

 

2014

 

2015

 

2014

 

Dollar

 

Percent

 

Dollar

 

Percent

 

 

 

(dollars in thousands)

 

Fees and service charges

 

  $

1,213

 

  $

1,394

 

  $

2,420

 

  $

2,539

 

  $

(181)

 

 

-13.0%

 

  $

(119)

 

 

-4.7%

 

Net gain on sale of mortgage loans

 

484

 

364

 

870

 

552

 

120 

 

33.0%

 

318

 

57.6%

 

Other mortgage fee income

 

118

 

105

 

256

 

159

 

13 

 

12.4%

 

97

 

61.0%

 

Gain on sale of investment securities

 

-

 

101

 

505

 

99

 

(101)

 

-100.0%

 

406

 

-410.1%

 

Other income

 

456

 

512

 

1,221

 

877

 

(56)

 

-10.9%

 

344

 

39.2%

 

Total

 

  $

2,271

 

  $

2,476

 

  $

5,272

 

  $

4,226

 

  $

(205)

 

 

-8.3%

 

  $

1,046

 

 

24.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest income for the second quarter of 2015 decreased by $0.2 million, or 8.3%, as compared to the same period a year earlier.  The decrease in non-interest income for the second quarter of 2015 resulted from a $0.2 million decrease in fees and service charges, and a $0.1 million decrease in gain on investment securities, which were partially offset by a $0.1 million increase in mortgage banking revenue.  The decrease in fees and service charges for the second quarter of 2015, as compared to the same quarter a year ago, was primarily due to the Company exiting certain customers in late 2014, because it was determined that they no longer fit the Company’s risk profile for depository customers.  The decrease in gain on investment securities occurred because the Company sold no investment securities during the second quarter of 2015.  The increase in mortgage banking revenue is attributable to increased mortgage production in the second quarter of 2015, which increased by 41.0%, over the same prior year period.  The increase in mortgage production during the second quarter of 2015 was primarily the result of refinance activity due to a decline in long-term interest rates experienced over the last year.

 

Non-interest income for the first half of 2015 increased by $1.0 million, or 24.8%, as compared to the same period a year earlier.  The increase in non-interest income for the first half of 2015 resulted from increased mortgage banking revenue of $0.4 million, increased gain on sale of investment securities of $0.4 million, and other income of $0.3 million, which were all partially offset by a $0.1 million decrease in fees and service charges.  The increase in mortgage banking revenue is attributable to increased production in the first half of 2015, which increased by 88.5%, over the same prior year period.  The increase in mortgage production during the first half of 2015 was primarily the result of refinance activity due to a decline in long term interest rates over the last year.  The increase in gains on the sale of investment securities in the first half of 2015, stemmed from the sale of bonds with more cash flow optionality, and therefore more extension risk.  The Company redeployed the cash from these sales into securities with more stable cash flow profiles, and less extension risk.  The increase in other income for the first half of 2015 is primarily attributable to a $0.3 million recovery of a fully charged-off former MISN loan, which had no value at the acquisition date.  The decrease in fees and services charges for the first half of 2015 was attributable to the exit of higher risk deposit customers previously discussed, and was partially offset by a $0.2 million increase of interchange fee income, compared to the first half of 2014 attributable to the March 1, 2014 on-boarding of MISN customers.

 

 

 

Heritage Oaks Bancorp | - 49 -



Table of Contents

 

Non-Interest Expenses

 

The table below sets forth changes in non-interest expenses as compared to the corresponding period last year:

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

Variance

 

Variance

 

 

 

June 30,

 

June 30,

 

For the Three Months

 

For the Six Months

 

 

 

2015

 

2014

 

2015

 

2014

 

Dollar

 

Percent

 

Dollar

 

Percent

 

 

 

(dollars in thousands)

 

Salaries and employee benefits

 

  $

5,786

 

  $

6,340

 

  $

12,045

 

  $

11,957

 

  $

(554)

 

-8.7%

 

  $

88

 

0.7%

 

Occupancy and equipment

 

1,748

 

1,748

 

3,335

 

3,213

 

-

 

0.0%

 

122

 

3.8%

 

Professional services

 

1,702

 

1,038

 

3,108

 

1,771

 

664

 

64.0%

 

1,337

 

75.5%

 

Information technology

 

541

 

952

 

1,142

 

1,647

 

(411)

 

-43.2%

 

(505)

 

-30.7%

 

Regulatory assessments

 

300

 

307

 

597

 

511

 

(7)

 

-2.3%

 

86

 

16.8%

 

Sales and marketing

 

295

 

190

 

612

 

363

 

105

 

55.3%

 

249

 

68.6%

 

Amortization of intangible assets

 

262

 

297

 

524

 

463

 

(35)

 

-11.8%

 

61

 

13.2%

 

Loan department expense

 

260

 

285

 

546

 

461

 

(25)

 

-8.8%

 

85

 

18.4%

 

Communication costs

 

144

 

161

 

285

 

267

 

(17)

 

-10.6%

 

18

 

6.7%

 

Merger, restructure and integration

 

(2)

 

922

 

30

 

8,037

 

(924)

 

-100.2%

 

(8,007)

 

-99.6%

 

Other expense

 

393

 

746

 

1,018

 

1,334

 

(353)

 

-47.3%

 

(316)

 

-23.7%

 

Total

 

  $

11,429

 

  $

12,986

 

  $

23,242

 

  $

30,024

 

  $

(1,557)

 

-12.0%

 

  $

(6,782)

 

-22.6%

 

 

The $1.6 million decrease in non-interest expense for the second quarter of 2015 as compared to the second quarter a year ago was largely the result of a $0.9 million decline in merger, restructure and integration costs related to the MISN Transaction, a $0.6 million decrease in salaries and employee benefits costs, a $0.4 million decrease in information technology costs, and a $0.4 million decrease in other expenses.  These decreases were offset by a $0.7 million increase in professional services.

 

The $0.6 million decrease in salaries and benefits costs for the second quarter of 2015 was due primarily to a decrease in incentive compensation plan and discretionary bonus expense of $0.4 million, and an increase in the salary cost offset recorded for deferred loan origination costs of $0.3 million, which was attributable both to increased loan production for the second quarter of 2015, as compared to prior year, and to a January 1, 2015 update to our deferred salary cost study which resulted in an increase in the “standard” cost deferred for each loan we originate.  Other factors impacting quarterly variances in salaries and benefits costs include decreases in base salaries and group insurance costs, together contributing to $0.2 million of the decline. These decreases in salaries and benefits costs were offset by increases in mortgage commissions, and stock-based compensation, together totaling $0.2 million:

 

Full time-equivalent employees (“FTE”) declined by 43, from 315 at June 30, 2014 to 272 at June 30, 2015.  The decline in FTE can be attributed primarily to reductions in branch staff as a result of the consolidation of our branch network from 17 branches after the close of the MISN Transaction to 12 branches by the end of 2014.

 

The $0.4 million decrease in information technology expense for the second quarter of 2015, as compared to the same prior year period was primarily attributable to the elimination of duplicative data processing costs, which existed in the second quarter of 2014, but were eliminated after the July 2014 data systems integration of MISN’s bank processing systems with our own systems.

 

Other expense also decreased by $0.4 million primarily due to a $0.2 million reversal of mortgage repurchase reserves, in the second quarter of 2015, resulting from the successful settlement of certain outstanding claims.

 

The increase in professional services was attributable to a $0.3 million increase in legal expense due to insurance reimbursements received in the second quarter of 2014, and $0.3 million of increased consulting costs for temporary staff and consulting related to our Bank Secrecy Act and Anti-Money Laundering Program remediation efforts, and due to the transition of our information technology management from employees of the Company to an outside firm.

 

The $6.8 million decrease in non-interest expense for the first six months of 2015 as compared to the first six months of 2014 was primarily attributable to a $8.0 million decrease in merger, restructure and integration costs related to the MISN Transaction in 2014.  Other variances for the year to date period included a $1.3 million increase in other professional services, and a $0.5 million decrease in information technology expenses.  The increase in other professional services consisted of $0.7 million attributable primarily to temporary staff and consulting related to our Bank Secrecy Act and Anti-Money Laundering Program, and $0.4 million related to the transition of our information technology management from employees of the Company to an outside firm.  The $0.5 million decline in information technology costs was primarily attributable to the elimination of duplicative data processing costs, which existed in the second quarter of 2014, but were eliminated after the July 2014 data systems integration of MISN’s bank processing systems with our own systems.

 

 

 

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Provision for Income Taxes

 

For the three month and six month periods ended June 30, 2015, the Company recorded an income tax expense of approximately $2.3 million and $4.9 million, respectively.  This compares to income tax expense of $1.7 million and $0.7 million for the comparable periods in 2014.  The changes in the provision for income taxes for the 2015 periods, as compared to the corresponding periods in 2014, can be attributed to the incremental changes in the components of earnings before taxes discussed above, most notably due to the merger, restructure, and integration expenses incurred in 2014 related to the merger with MISN.  The Company’s effective tax rate was 37.5% for the three months ended June 30, 2015, and 38.3% for the six months ended June 30, 2015.  The effective tax rate for the corresponding periods in 2014 were 37.1% and 35.9%, respectively.  Excluding the impact of the merger, restructure and integration expenses in 2014, the effective tax rate would have been 41.3% for the six months ended June 30, 2014.

 

The determination as to whether a valuation allowance should be established against deferred tax assets is based on the consideration of all available evidence using a “more likely than not” standard.  Management evaluates the realizability of the deferred tax assets on a quarterly basis.  Please see Note 6. Income Taxes, of the condensed consolidated financial statements, filed with this Quarterly Report on Form 10-Q for additional information concerning the Company’s deferred tax assets.

 

Financial Condition

 

Total assets were approximately $1.8 billion and $1.7 billion at June 30, 2015, and December 31, 2014, respectively.  Total assets increased $118.3 million during the first six months of 2015, which can be attributed to growth in investments, and an increase in interest earning cash balances, all of which were funded with an increase in core deposits.  Total deposits were approximately $1.5 billion and $1.4 billion at June 30, 2015, and December 31, 2014, respectively.  Deposits increased $116.8 million during the first six months of 2015, driven by growth in non-interest bearing demand, interest bearing demand, savings, and money market accounts.  Deposit growth is reflective of the Bank’s continuing focus to bring new customer relationships into the Bank and expand our existing customer relationships.

 

Total Cash and Cash Equivalents

 

Total cash and cash equivalents were $129.0 million and $35.6 million at June 30, 2015 and December 31, 2014, respectively.  The increase in cash and cash equivalents during the first six months of 2015 was driven primarily by an increase in low cost core deposits.  This line item will vary depending on daily cash settlement activities and the amount of highly liquid assets needed, based on known events, such as the repayment of borrowings or loans expected to be funded in the near future, and actual cash on hand in the branches.

 

Investment Securities and Other Earning Assets

 

Other earning assets are comprised of interest-earning deposits with the Federal Reserve, Federal Funds Sold (funds the Company lends on a short-term basis to other banks), investments in securities and short-term interest-earning deposits at other financial institutions.  These assets are maintained for the liquidity needs of the Company, collateralization of public deposits, and diversification of the earning asset mix.

 

Securities Available for Sale

 

The Company manages its securities portfolio to provide a source of both liquidity and earnings. The Company has invested in a mix of securities including obligations of U.S. government agencies, mortgage backed securities and state and municipal securities. The Company has an Asset/Liability Committee that develops investment policies based upon the Company’s operating needs and market circumstances. The Company’s investment policy is formally reviewed and approved annually by the Board of Directors. The Asset/Liability Committee is responsible for reporting and monitoring compliance with the investment policy. Reports are provided to the Company’s Board of Directors on a regular basis.

 

 

 

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Table of Contents

 

The following table provides a summary of investment securities by securities type:

 

 

 

 

June 30, 2015

 

December 31, 2014

 

 

 

Amortized

 

 

 

Amortized

 

 

 

 

 

Cost

 

Fair Value

 

Cost

 

Fair Value

 

 

 

(dollars in thousands)

 

Obligations of U.S. government agencies

 

 

$

47,340

 

  $

47,421

 

  $

19,562

 

  $

19,664

Mortgage backed securities

 

 

 

 

 

 

 

 

 

U.S. government sponsored entities and agencies

 

 

206,571

 

206,311

 

216,492

 

215,398

Non-agency

 

 

13,030

 

12,983

 

11,891

 

11,901

State and municipal securities

 

 

95,778

 

96,562

 

79,810

 

82,592

Asset backed securities

 

 

16,744

 

16,547

 

26,216

 

26,025

Total available for sale securities

 

 

$

379,463

 

  $

379,824

 

  $

353,971

 

  $

355,580

 

Securities available for sale are carried at fair value, with related net unrealized gains or losses, net of deferred income taxes, recorded as an adjustment to equity capital.  At June 30, 2015, the securities portfolio had net unrealized gains, net of taxes, of approximately $0.2 million, a decrease of approximately $0.7 million from that reported at December 31, 2014. Fluctuations in the fair value of the investment portfolio can be attributed in large part to changes in interest rates during the first half of 2015.

 

All fixed and adjustable rate mortgage pools contain a certain amount of risk related to the uncertainty of prepayments of the underlying mortgages, which prepayments are directly impacted by interest rate changes.  The Company uses simulation models to test the average life, duration, market volatility and yield volatility of adjustable rate mortgage pools under various interest rate assumptions to monitor volatility.  The majority of the Company’s mortgage securities were issued by: The Government National Mortgage Association (“Ginnie Mae”), The Federal National Mortgage Association (“Fannie Mae”), and The Federal Home Loan Mortgage Corporation (“Freddie Mac”).  These securities carry the full faith and guarantee of the issuing agencies and the U.S. Federal Government.  At June, 2015, approximately $206.3 million or 94.1%, of the Company’s mortgage related securities were issued by government agencies and government sponsored entities, such as those listed above.

 

The following table sets forth the maturity distribution of available for sale securities in the investment portfolio and the weighted average yield for each category:

 

 

 

 

June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One Year or
Less

 

Over 1
Through 5
Years

 

Over 5 Years
Through 10
Years

 

Over 10 Years

 

Total

 

 

 

 

(dollars in thousands)

 

Obligations of U.S. government agencies

 

 

  $

4,047  

 

  $

12,500  

 

  $

22,063  

 

  $

8,811  

 

  $

47,421  

 

Mortgage backed securities

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government sponsored entities and agencies

 

 

29,670  

 

80,205  

 

51,031  

 

45,405  

 

206,311  

 

Non-agency

 

 

2,243  

 

7,728  

 

3,012  

 

 

12,983  

 

State and municipal securities

 

 

1,684  

 

15,330  

 

75,481  

 

4,067  

 

96,562  

 

Asset backed securities

 

 

 

9,929  

 

3,629  

 

2,989  

 

16,547  

 

Total available for sale securities

 

 

  $

37,644  

 

  $

125,692  

 

  $

155,216  

 

  $

61,272  

 

  $

379,824  

 

Amortized cost

 

 

  $

37,535  

 

  $

125,489  

 

  $

154,744  

 

  $

61,695  

 

  $

379,463  

 

Weighted average yield

 

 

 

2.00% 

 

 

1.90% 

 

 

2.62% 

 

 

3.03% 

 

 

2.39% 

 

 

We manage the investment portfolio to provide for liquidity and earnings within acceptable risk tolerances which are set and managed through our ALCO committee.  The aggregate effective duration target for the investment portfolio is 2.75 to 3.25 years.  At June 30, 2015 the total investment portfolio carried a weighted average effective duration of 3.2 years.

 

 

 

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Federal Home Loan Bank (“FHLB”) Stock

 

As a member of FHLB of San Francisco, the Company is required to hold a specified amount of FHLB capital stock based on the asset size of the Bank and the level of outstanding borrowings with the FHLB.  As such, the amount of FHLB stock the Company carries can vary from one period to another based on, among other things, the current liquidity needs of the Company. At June 30, 2015 and December 31, 2014, the Company’s investment in FHLB stock totaled $7.9 million.

 

Loans

 

Summary of Market Conditions

 

Total gross loan balances declined $2.3 million in the first six months of 2015.  Although the Company continues to focus on organic loan growth in our region, originations of new loans during the first six months of 2015 were offset by paydowns and payoffs, particularly in the commercial segment of the portfolio, as commercial and agriculture lines of credit experienced paydowns in connection with the cyclical nature associated with the underlying businesses.  Declines in other categories of the portfolio were driven in part by payoffs associated with declines in long-term rates in conjunction with competition from non-banks for commercial real estate loans.  Partially offsetting the declines in various categories of the loan portfolio were increases in residential 1 to 4 family, and farmland loans.

 

The Company continues to see improvement in the local economy, and loan demand in the markets we serve.  We believe that with the Bank’s expansion into Santa Barbara and Ventura counties, in conjunction with a focus on commercial and industrial lending, the Bank is well positioned for continued growth.

 

Although we continue to see signs of stabilization and improvement in the local economies in which the Company operates, management realizes that a renewed decline in the global, national, state or local economies, and / or continued drought conditions on the Central Coast of California, may negatively impact local borrowers, as well as the values of real estate within our market footprint.  As such, management continues to closely monitor credit trends and leading indicators for renewed signs of economic deterioration. The Bank employs stringent lending standards, and seeks to originate loans to borrowers who have strong credit profiles, adequate debt service ability, and ample collateral support for secondary sources of loan repayment.  Additionally, purchased loans are evaluated under the same standards as originated loans. Management is focused on continually monitoring the credit profiles of borrowers in order to take proactive steps, when and if necessary, to mitigate any material adverse impacts on the Company.

 

Credit Quality

 

The Company’s primary business is the extension of credit to individuals and businesses and the safekeeping of customers’ deposits. The Company’s policies concerning the extension of credit require risk analysis, including an extensive evaluation of the purpose for the loan request and the borrower’s ability and willingness to repay the Bank as agreed. The Company also considers other factors when evaluating whether or not to extend new credit to a potential borrower. These factors include the current level of diversification in the loan portfolio and the impact that funding a new loan will have on that diversification, legal lending limit constraints and any regulatory limitations concerning the extension of certain types of credit.

 

The credit quality of the loan portfolio is impacted by numerous factors, including the economic environment in the markets in which the Company operates, which can have a direct impact on the value of real estate securing collateral-dependent loans. An inability of certain borrowers to continue to perform under the original terms of their respective loan agreements, in conjunction with declines in real estate collateral values, may result in increases in provisions for loan and lease losses that would, in turn, have an adverse impact on the Company’s operating results. See also Note 5. Loans and Allowance for Loan and Lease Losses, of the condensed consolidated financial statements, filed on this Form 10-Q, for additional information concerning credit quality.

 

Loans Held for Sale

 

Loans held for sale primarily consist of residential mortgage originations that have already been specifically designated for sale pursuant to correspondent mortgage loan investor agreements. There is minimal interest rate risk associated with these loans as purchase commitments are entered into with investors at the time the Company funds the loans. Settlement from the correspondents is typically within 30 days of funding the mortgage. At June 30, 2015, loans held for sale totaled $8.7 million compared to $2.6 million at December 31, 2014.

 

 

 

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Table of Contents

 

Summary of Loan Portfolio

 

The following table provides a breakdown of total gross loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

 

2015

 

2014

 

Variance

 

 

 

 

Balance

 

Percent

 

Balance

 

Percent

 

Dollar

 

Percent

 

 

Real Estate Secured

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

  $

585,811

 

49.1%

 

  $

588,472

 

49.2%

 

  $

(2,661)

 

-0.5%

 

 

Residential 1 to 4 family

 

143,256

 

12.0%

 

127,201

 

10.7%

 

16,055

 

12.6%

 

 

Farmland

 

104,613

 

8.8%

 

98,373

 

8.2%

 

6,240

 

6.3%

 

 

Multi-family residential

 

76,903

 

6.5%

 

78,645

 

6.6%

 

(1,742)

 

-2.2%

 

 

Home equity line of credit

 

32,759

 

2.8%

 

38,252

 

3.2%

 

(5,493)

 

-14.4%

 

 

Construction

 

20,969

 

1.8%

 

24,493

 

2.1%

 

(3,524)

 

-14.4%

 

 

Land

 

20,088

 

1.7%

 

20,167

 

1.7%

 

(79)

 

-0.4%

 

 

Total real estate secured

 

984,399

 

82.7%

 

975,603

 

81.7%

 

8,796

 

0.9%

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

151,401

 

12.7%

 

154,787

 

13.0%

 

(3,386)

 

-2.2%

 

 

Agriculture

 

48,601

 

4.1%

 

55,101

 

4.6%

 

(6,500)

 

-11.8%

 

 

Other

 

1

 

0.0%

 

14

 

0.0%

 

(13)

 

-92.9%

 

 

Total commercial

 

200,003

 

16.8%

 

209,902

 

17.6%

 

(9,899)

 

-4.7%

 

 

Installment

 

6,499

 

0.5%

 

7,723

 

0.7%

 

(1,224)

 

-15.8%

 

 

Overdrafts

 

252

 

0.0%

 

255

 

0.0%

 

(3)

 

-1.2%

 

 

Total gross loans

 

1,191,153

 

100.0%

 

1,193,483

 

100.0%

 

(2,330)

 

-0.2%

 

 

Deferred loan fees

 

(1,157)

 

 

 

(1,445)

 

 

 

288

 

-19.9%

 

 

Allowance for loan and lease losses

 

(16,982)

 

 

 

(16,802)

 

 

 

(180)

 

1.1%

 

 

Total net loans

 

  $

1,173,014

 

 

 

  $

1,175,236

 

 

 

  $

(2,222)

 

-0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

  $

8,736

 

 

 

  $

2,586

 

 

 

  $

6,150

 

237.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Secured Loans

 

Other Real Estate Secured Loans

 

The following table provides a breakdown of the other real estate secured segment of the loan portfolio as of June 30, 2015, exclusive of the land and construction portfolios, which are discussed in greater detail following this table:

 

 

 

June 30, 2015

 

 

 

Percent of

 

 

 

Single

 

 

 

 

 

 

 

Undisbursed

 

Total Bank

 

Percent

 

Total Risk

 

Number

 

Largest

 

Owner

 

 

 

Balance

 

Commitment

 

Exposure

 

Composition

 

Based Capital

 

of Loans

 

Loan (1)

 

Occupied

 

 

 

(dollars in thousands)

 

All Other Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 $

146,007

 

 $

420

 

 $

146,427

 

14.9%

 

80.5%

 

178

 

 $

9,250

 

 $

58,943

 

Residential 1 to 4 family

 

143,256

 

443

 

143,699

 

14.6%

 

79.0%

 

306

 

4,500

 

108,021

 

Hospitality

 

138,291

 

2,572

 

140,863

 

14.3%

 

77.4%

 

55

 

15,000

 

5,827

 

Farmland

 

104,613

 

4,969

 

109,582

 

11.2%

 

60.2%

 

64

 

17,647

 

66,094

 

Professional

 

102,817

 

253

 

103,070

 

10.5%

 

56.6%

 

128

 

11,500

 

26,523

 

Retail

 

97,149

 

136

 

97,285

 

9.9%

 

53.5%

 

112

 

9,000

 

39,387

 

Multi-family

 

76,903

 

500

 

77,403

 

7.9%

 

42.5%

 

58

 

9,000

 

-     

 

Healthcare / medical

 

34,587

 

-     

 

34,587

 

3.5%

 

19.0%

 

47

 

5,600

 

19,417

 

Home equity lines of credit

 

32,759

 

29,638

 

62,397

 

6.4%

 

34.3%

 

439

 

1,200

 

31,912

 

Restaurants / hospitality

 

25,882

 

-     

 

25,882

 

2.6%

 

14.2%

 

24

 

13,713

 

8,342

 

Other

 

41,078

 

336

 

41,414

 

4.2%

 

22.7%

 

51

 

6,054

 

34,753

 

Total

 

 $

943,342

 

 $

39,267

 

 $

982,609

 

100.0%

 

539.9%

 

1,462

 

 $

17,647

 

 $

399,219

 

 

(1)          Amount reported reflects the original loan amount for the single largest loan that remains outstanding as of June 30, 2015.

 

 

 

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Table of Contents

 

As of June 30, 2015, other real estate secured portfolios represented approximately $943.3 million or 79.2% of total gross loans.  When compared to the amount reported at December 31, 2014, this represents an increase of approximately $12.4 million, or 1.3%.  This increase can be attributed to new production in the residential 1 to 4 family and farmland loans, slightly offset by a decrease in commercial real estate loans.

 

As of June 30, 2015, a total of $47.7 million of the other real estate secured portfolio was risk graded as special mention, substandard or doubtful, with the largest single component being the commercial real estate segment, which represented $34.8 million.  This compares to $36.5 million of the other real estate secured balance and $27.9 million of commercial real estate loans being risk graded special mention, substandard or doubtful as of December 31, 2014.  The increase in total other real estate secured special mention, substandard and doubtful balance during 2015 can be attributed in large part to one loan in the multi-family category.  Management continues to monitor this credit closely.  At June 30, 2015 and December 31, 2014, other real estate secured balances, including undisbursed commitments, represented 540% and 536%, respectively, of total risk-based capital.  At June 30, 2015, approximately $399.2 million, or 42.3%, of the other real estate secured segment of the loan portfolio was considered owner occupied.

 

Land Loans

 

The following table provides a break-down of the land portfolio by property type as of June 30, 2015:

 

 

 

June 30, 2015

 

 

 

Percent of

 

 

 

Single

 

 

 

 

 

Undisbursed

 

Total Bank

 

Percent

 

Total Risk

 

Number

 

Largest

 

 

 

Balance

 

Commitment

 

Exposure

 

Composition

 

Based Capital

 

of Loans

 

Loan (1)

 

 

 

(dollars in thousands)

 

Land

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

  $

8,218

 

  $

 

  $

8,218

 

35.8%

 

4.5%

 

21

 

  $

1,680

 

Tract

 

6,122

 

2,581

 

8,703

 

37.9%

 

4.8%

 

4

 

10,673

 

Land - Multifamily

 

3,076

 

301

 

3,377

 

14.7%

 

1.8%

 

3

 

3,100

 

Single family residential

 

2,235

 

 

2,235

 

9.7%

 

1.2%

 

19

 

340

 

Single family residential - Spec.

 

304

 

 

304

 

1.3%

 

0.2%

 

3

 

303

 

Hospitality

 

133

 

 

133

 

0.6%

 

0.1%

 

1

 

560

 

Total

 

  $

20,088

 

  $

2,882

 

  $

22,970

 

100.0%

 

12.6%

 

51

 

  $

10,673

 

 

(1)          Amount reported reflects the original loan amount for the single largest loan that remains outstanding as of June 30, 2015.

 

At June 30, 2015, the land portfolio represented approximately $20.1 million, or 1.7%, of total gross loan balances, as compared to $20.2 million or 1.7% of total gross loans at December 31, 2014.  The ratio of total land loans, including undisbursed commitments, to risk-based capital was 12.6% at June 30, 2015, compared to 13.4% at December 31, 2014.  As of June 30, 2015, a total of $6.6 million of the land portfolio was risk graded special mention, substandard or doubtful, compared to $6.9 million of the land portfolio being risk graded special mention, substandard or doubtful as of December 31, 2014.

 

Construction Loans

 

The following table provides a break-down of the construction portfolio by property type as of June 30, 2015:

 

 

 

June 30, 2015

 

 

 

Percent of

 

 

 

Single

 

 

 

 

 

Undisbursed

 

Total Bank

 

Percent

 

Total Risk

 

Number

 

Largest

 

 

 

Balance

 

Commitment

 

Exposure

 

Composition

 

Based Capital

 

of Loans

 

Loan (1)

 

 

 

(dollars in thousands)

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

  $

12,011

 

  $

4,883

 

  $

16,894

 

53.9%

 

9.3%

 

11

 

  $

4,000

 

Hospitality

 

3,504

 

 

3,504

 

11.2%

 

1.9%

 

1

 

3,484

 

Multi-family

 

1,984

 

2,594

 

4,578

 

14.6%

 

2.5%

 

4

 

2,500

 

Single family residential

 

1,628

 

2,298

 

3,926

 

12.5%

 

2.2%

 

8

 

800

 

Single family residential - Spec.

 

1,255

 

601

 

1,856

 

5.9%

 

1.0%

 

5

 

1,000

 

Tract

 

587

 

 

587

 

1.9%

 

0.3%

 

2

 

812

 

Total

 

  $

20,969

 

  $

10,376

 

  $

31,345

 

100.0%

 

17.2%

 

31

 

  $

4,000

 

 

(1)          Amount reported reflects the original loan amount for the single largest loan that remains outstanding as of June 30, 2015.

 

 

 

Heritage Oaks Bancorp | - 55 -

 



Table of Contents

 

At June 30, 2015, the construction portfolio represented approximately $21.0 million, or 1.8%, of total gross loan balances, compared to $24.5 million or 2.1% at December 31, 2014. Construction loans are typically granted for a one year period and then refinanced at the completion of the construction project into permanent loans with varying maturities.  The ratio of total construction loans, including undisbursed commitments, to risk-based capital was 17% at June 30, 2015, compared to 23% at December 31, 2014.  As of June 30, 2015 and December 31, 2014, there were no construction loans graded special mention, substandard or doubtful.

 

Commercial Loans

 

The following table provides a break-down of the commercial and industrial segment of the commercial loan portfolio as of June 30, 2015:

 

 

 

June 30, 2015

 

 

 

Percent of

 

 

 

Single

 

 

 

 

 

Undisbursed

 

Total Bank

 

Percent

 

Total Risk

 

Number

 

Largest

 

 

 

Balance

 

Commitment

 

Exposure

 

Composition

 

Based Capital

 

of Loans

 

Loan (1)

 

 

 

(dollars in thousands)

 

Commercial and Industrial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional services

 

  $

28,395

 

  $

17,744

 

  $

46,139

 

17.9%

 

25.4%

 

198  

 

  $

5,000

 

Real estate / rental and leasing

 

20,870

 

14,719

 

35,589

 

13.8%

 

19.6%

 

123

 

6,522

 

Manufacturing

 

19,257

 

9,695

 

28,952

 

11.2%

 

15.9%

 

117

 

2,484

 

Wholesale and retail

 

17,988

 

7,576

 

25,564

 

9.9%

 

14.0%

 

151

 

2,500

 

Construction

 

13,459

 

25,719

 

39,178

 

15.2%

 

21.5%

 

156

 

5,000

 

Healthcare / medical

 

13,263

 

13,651

 

26,914

 

10.4%

 

14.8%

 

112

 

10,410

 

Restaurants / hospitality

 

9,708

 

4,164

 

13,872

 

5.4%

 

7.6%

 

92

 

2,629

 

Agriculture

 

6,076

 

2,113

 

8,189

 

3.2%

 

4.5%

 

31

 

2,000

 

Financial services

 

5,105

 

3,069

 

8,174

 

3.2%

 

4.5%

 

35

 

3,000

 

Transportation and warehousing

 

4,608

 

762

 

5,370

 

2.1%

 

3.0%

 

69

 

596

 

Media and information services

 

1,874

 

2,460

 

4,334

 

1.7%

 

2.4%

 

21

 

1,500

 

Oil gas and utilities

 

1,588

 

1,180

 

2,768

 

1.1%

 

1.5%

 

7

 

688

 

All other

 

9,210

 

3,575

 

12,785

 

4.9%

 

7.0%

 

234

 

1,593

 

Total

 

  $

151,401

 

  $

106,427

 

  $

257,828

 

100.0%

 

141.7%

 

1,346

 

  $

10,410

 

 

(1) Amount reported reflects the original loan amount for the single largest loan that remains outstanding as of June 30, 2015.

 

At June 30, 2015, commercial and industrial loans represented approximately $151.4 million or 12.7% of total gross loan balances, compared to $154.8 million or 13.0% at December 31, 2014.  The ratio of total commercial and industrial loan balances, including undisbursed commitments, to risk-based capital was 142% at June 30, 2015, compared to 144% at December 31, 2014.  The Company’s credit exposure within the commercial and industrial segment remains diverse with respect to the industries to which credit has been extended.  As of June 30, 2015, a total of $14.5 million of the commercial and industrial portfolio was risk graded as special mention, substandard or doubtful, compared to $16.5 million at December 31, 2014.

 

 

 

Heritage Oaks Bancorp | - 56 -

 



Table of Contents

 

Agriculture Loans

 

The following table provides a break-down of the types of agriculture loans in the Company’s commercial loan portfolio as of June 30, 2015:

 

 

 

June 30, 2015

 

 

 

Percent of

 

 

 

Single

 

 

 

 

 

Undisbursed

 

Total Bank

 

Percent

 

Total Risk

 

Number

 

Largest

 

 

 

Balance

 

Commitment

 

Exposure

 

Composition

 

Based Capital

 

of Loans

 

Loan (1)

 

 

 

(dollars in thousands)

 

Agriculture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fruit and nut tree farming

 

  $

21,414

 

  $

21,883

 

  $

43,297

 

44.7%

 

23.8%

 

34

 

  $

7,800

 

Vegetable and mellon farming

 

8,369

 

6,886

 

15,255

 

15.7%

 

8.4%

 

18

 

4,000

 

Food, beverage and tobacco

 

8,066

 

3,014

 

11,080

 

11.4%

 

6.1%

 

26

 

2,000

 

Animal production

 

4,059

 

4,341

 

8,400

 

8.7%

 

4.6%

 

58

 

1,500

 

Wholesale merchants

 

2,703

 

2,076

 

4,779

 

4.9%

 

2.6%

 

7

 

2,000

 

Support activities for agriculture

 

1,831

 

6,290

 

8,121

 

8.4%

 

4.5%

 

24

 

1,800

 

Other crop farming

 

292

 

3,414

 

3,706

 

3.8%

 

2.0%

 

6

 

2,353

 

Transportation and warehousing

 

136

 

1

 

137

 

0.1%

 

0.1%

 

4

 

75

 

All other

 

1,731

 

369

 

2,100

 

2.3%

 

1.1%

 

9

 

1,600

 

Total

 

  $

48,601

 

  $

48,274

 

  $

96,875

 

100.0%

 

53.2%

 

186

 

  $

7,800

 

 

(1) Amount reported reflects the original loan amount for the single largest loan that remains outstanding as of June 30, 2015.

 

At June 30, 2015, the agriculture portfolio totaled approximately $48.6 million, or 4.1%, of total gross loan balances, compared to $55.1 million at December 31, 2014.  At June 30, 2015 the agriculture portfolio, including undisbursed commitments represented 53% of the Bank’s total risk-based capital, as compared to 51% at December 31, 2014.  As of June 30, 2015, a total of $2.5 million of the agriculture portfolio was risk graded special mention, substandard or doubtful, compared to $2.4 million at December 31, 2014.

 

Consumer Installment Loans

 

At June 30, 2015, the installment loan portfolio totaled $6.5 million, compared to the $7.7 million reported at December 31, 2014.  Installment loans include revolving credit plans, consumer loans and credit card balances.

 

 

Heritage Oaks Bancorp | - 57 -

 



Table of Contents

 

Maturities and Sensitivities of Loans to Changes in Interest Rates

 

The following table provides a summary of the approximate maturities and sensitivity to changes in interest rates for the loan portfolio as well as information about fixed and variable rate loans:

 

 

 

June 30, 2015

 

 

Due Less 
Than 3
Months

 

Due 3 To 12 
Months

 

Due Over 12
Months
Through 3
Years

 

Due Over 3
Years
Through 5
Years

 

Due Over 5 
Years
Through 15
Years

 

Due Over 15
Years

 

Total

 

 

 

(dollars in thousands)

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

44,373

 

$

27,768

 

$

175,579

 

$

131,023

 

$

207,068

 

$

-  

 

$

585,811

 

Residential 1 to 4 family

 

4,414

 

2,972

 

18,634

 

40,578

 

74,427

 

2,231

 

143,256

 

Farmland

 

27,624

 

2,569

 

13,443

 

7,430

 

53,547

 

-  

 

104,613

 

Multi-family residential

 

4,398

 

3,116

 

7,174

 

41,328

 

20,887

 

-  

 

76,903

 

Home equity lines of credit

 

32,502

 

250

 

-  

 

-  

 

-  

 

7

 

32,759

 

Construction

 

13,089

 

4,106

 

-  

 

3,504

 

270

 

-  

 

20,969

 

Land

 

11,049

 

4,720

 

2,592

 

541

 

1,186

 

-  

 

20,088

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

69,961

 

15,228

 

13,589

 

27,923

 

24,499

 

201

 

151,401

 

Agriculture

 

41,202

 

2,110

 

898

 

3,976

 

415

 

-  

 

48,601

 

Other

 

-  

 

1

 

-  

 

-  

 

-  

 

-  

 

1

 

Installment

 

940

 

120

 

261

 

658

 

3,577

 

943

 

6,499

 

Overdrafts

 

252

 

-  

 

-  

 

-  

 

-  

 

-  

 

252

 

Total loans held for investment

 

$

249,804

 

$

62,960

 

$

232,170

 

$

256,961

 

$

385,876

 

$

3,382

 

$

1,191,153

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable rate loans (1)

 

$

233,215

 

$

42,732

 

$

174,272

 

$

184,958

 

$

150,817

 

$

-  

 

$

785,994

 

Fixed rate loans

 

16,589

 

20,228

 

57,898

 

72,003

 

235,059

 

3,382

 

405,159

 

Total loans held for investment

 

$

249,804

 

$

62,960

 

$

232,170

 

$

256,961

 

$

385,876

 

$

3,382

 

$

1,191,153

 

 

(1)   Variable rate loans include $569.2 million of loans that are at or below their contractual floor rates.  To the extent that interest rates rise, the Company will not experience the benefit of rising interest rates until rates rise above their floors.

 

At June 30, 2015, loans held for investment were scheduled to mature or re-price in the following dollar and percentage amounts of total loans held for investment: $312.8 million, or 26.2%, in one year or less; $489.1 million, or 41.1%, in one to five years; and $389.3 million, or 32.7%, over five years. Of the $389.3 million of loans scheduled to mature or re-price over five years, $218.7 million or 56.2% were scheduled to mature or re-price over five through eight years; $146.6 million or 37.6% were scheduled to mature or re-price over eight years through ten years; and $24.0 million, or 6.2%, are scheduled to mature or re-price over ten years.

 

 

Heritage Oaks Bancorp | - 58 -

 



Table of Contents

 

Allowance for Loan and Lease Losses

 

The Company maintains an ALLL deemed by management appropriate to absorb probable losses inherent in the loan and lease portfolio as of the balance sheet date.  The ALLL is based on ongoing evaluations of the loan and lease portfolio, which is a process that involves subjective as well as complex judgments.  This evaluation includes an assessment of credit quality which considers various measures such as: the trend in the level of net charge-offs, the level of past due and non-accrual loans, and the level of and trends in substandard and doubtful loans.  The Company’s ongoing evaluation of the ALLL also includes assessments of: estimated collateral values and or guarantees where appropriate, the seasoning of loans in the portfolio, qualitative factors associated with identified potential external and internal risks attributable to each loan category, the estimated exposure to specific loans identified as impaired, and trends in the Company’s historical loss experience for each loan category.  The Company uses a “stake in the ground” historical loss experience, which covers the Company’s losses for the period from October 2009 through the current reporting period in analyzing an appropriate reserve factor for non-PCI loans. The purpose of retaining the fourth quarter 2009 losses in historical loss experience is to ensure the retention of a complete credit cycle in the Company’s ALLL analysis.  The ALLL is comprised of (i) a general reserve, (ii) specific reserve for impaired loans, (iii) a qualitative reserve, which is determined by estimates the Company makes concerning the impact that identified potential external and internal risks may have on overall losses inherent in the loan portfolio, and (iv) a reserve for PCI loans, which is determined based on estimates of future cash flows from PCI loans.

 

The ALLL is increased by provisions for loan and lease losses charged to earnings, and decreased by charge-offs, net of recoveries on previously charged-off loans. Please see Note 1. Summary of Significant Accounting Policies, of the consolidated financial statements, filed as part of the Company’s 2014 annual report on Form 10-K, for additional information concerning the Company’s methodology for determining an adequate ALLL.

 

The following table provides a summary of the ALLL and its allocation to each segment and class within the loan portfolio:

 

 

 

June 30,

 

December 31,

 

 

 

2015

 

2014

 

2014

 

 

 

 

 

Percent

 

 

 

Percent

 

 

 

Percent

 

 

 

ALLL

 

of Loans to

 

ALLL

 

of Loans to

 

ALLL

 

of Loans to

 

 

 

Allocation

 

Total Loans

 

Allocation

 

Total Loans

 

Allocation

 

Total Loans

 

 

 

(dollars in thousands)

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

5,419

 

49.1%

 

$

5,901

 

51.6%

 

$

5,721

 

49.2%

 

Farmland

 

1,858

 

8.8%

 

1,250

 

7.8%

 

1,476

 

8.2%

 

Land

 

1,557

 

1.7%

 

2,944

 

2.5%

 

1,655

 

1.7%

 

Residential 1 to 4 family

 

1,475

 

12.0%

 

1,240

 

10.3%

 

1,423

 

10.7%

 

Multi-family residential

 

763

 

6.5%

 

239

 

4.4%

 

347

 

6.6%

 

Construction

 

383

 

1.8%

 

110

 

1.6%

 

345

 

2.1%

 

Home equity line of credit

 

120

 

2.8%

 

117

 

3.6%

 

162

 

3.2%

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

3,738

 

12.7%

 

3,416

 

13.4%

 

3,627

 

13.0%

 

Agriculture

 

1,255

 

4.1%

 

1,020

 

3.9%

 

1,497

 

4.6%

 

Other

 

-

 

0.0%

 

-

 

0.1%

 

1

 

0.0%

 

Installment

 

145

 

0.5%

 

73

 

0.8%

 

172

 

0.7%

 

Overdrafts

 

26

 

0.0%

 

27

 

0.0%

 

30

 

0.0%

 

Unallocated

 

243

 

 

 

298

 

 

 

346

 

 

 

Total

 

$

16,982

 

100.0%

 

$

16,635

 

100.0%

 

$

16,802

 

100.0%

 

 

 

 

Heritage Oaks Bancorp | - 59 -

 



Table of Contents

 

Allocation of the Allowance for Loan and Lease Losses

 

The Company continued to experience an overall favorable trend in credit quality in the non-PCI loan portfolio during the six months ended June 30, 2015, when compared to historical periods.  The balance of the ALLL increased by $0.2 million during the first six months of 2015, due to net recoveries on previously charged-off loans.  When compared to the balance reported at June 30, 2014, the ALLL increased by $0.3 million due to net recoveries on previously charged-off loans.  At June 30, 2015, special mention, substandard and doubtful non-PCI loans totaled $62.0 million, compared to $52.7 million at December 31, 2014.  The increase in special mention, substandard, and doubtful balances is attributable to increases in special mention balances, driven by the downgrade of certain commercial real estate and commercial and industrial loans, and one large multi-family loan.  Non-PCI non-accrual loans totaled $11.2 million at June 30, 2015, compared to $10.2 million at December 31, 2014. Loans 30-89 days past due in the non-PCI loan portfolio totaled $0.3 million at June 30, 2015, compared to $0.1 million at December 31, 2014.  Although the Company has seen an increase in special mention, and non-accrual loans, the Company continued to experience net recoveries during the first six months of 2015.  For the six months ended June 30, 2015, net recoveries totaled $0.2 million, and represented 0.03% of average loans.

 

The ALLL as a percentage of total gross loans was 1.43% at June 30, 2015, compared to 1.41% at December 31, 2014.  Excluding loans acquired in the MISN Transaction, the ALLL attributable to the legacy Heritage portfolio was $16.1 million or 1.63% of legacy Heritage loans and leases at June 30, 2015, compared to $15.8 million or 1.76% of legacy Heritage loans and leases at December 31, 2014.  At June 30, 2015 the ALLL attributable to acquired non-PCI loans was $0.8 million or 0.40% of acquired non-PCI loans, compared to $1.0 million or 0.44% at December 31, 2014.  As of June 30, 2015, the remaining unaccreted discount on acquired non-PCI loans was $3.9 million, compared to $4.5 million at December 31, 2014.

 

The ALLL for PCI loans was $0.1 million at June 30, 2015.  There was no ALLL for PCI loans at December 31, 2014.  The increase in the ALLL for PCI loans during the first six months of 2015 resulted from unfavorable changes in expected future cash flows on certain PCI loans.  At June 30, 2015 the remaining unaccreted discount on PCI loans was $2.4 million, compared to $3.1 million at December 31, 2014.

 

The ALLL attributable to loans collectively evaluated for impairment on the legacy Heritage portfolio at June 30, 2015 was $14.6 million, compared to $14.0 million December 31, 2014.  Of the ALLL attributable to loans collectively evaluated for impairment, $6.1 million can be attributable to qualitative adjustments at June 30, 2015, compared to $4.9 million at December 31, 2014.

 

The qualitative component of the ALLL increased during the six months ended June 30, 2015, primarily due to the potential impacts resulting from the prolonged California drought on various segments of our loan portfolio, including agriculture, farmland, and commercial and industrial loans. The qualitative component of the ALLL has increased, resulting from concerns associated with the impact of the California drought on our customer’s businesses, and due to concerns about the impact directly to agriculture, and indirectly to other businesses such as hospitality and tourism.  Evidence of the drought’s impact on agricultural businesses have been noted in recent studies indicating that the current drought is responsible for the greatest absolute reduction in water availability to agriculture ever seen in California and that it is statistically likely that the drought will continue through 2015, regardless of El Nino conditions. Furthermore, the State of California, as well as certain municipalities within California, have begun to mandate water conservation measures that cite specific usage reductions and have limited the use of water for particular applications such as landscape watering, car washing and other applications.  These facts along with discussions with some of our borrowers, as it relates to expected decreases in cash flows related to the drought, have led the Company to increase the qualitative factors within the ALLL for the impact of the drought on our loan portfolio.

 

The ALLL associated with loans specifically evaluated for impairment totaled $1.6 million at June 30, 2015, compared to $1.8 million at December 31, 2014.  As of June 30, 2015, the Company believes that the ALLL was appropriate to cover probable incurred credit losses inherent in the Company’s loan and lease portfolio.

 

The Company recorded no provision for loan and lease losses for the three and six months ended June 30, 2015 and 2014. For a discussion of component provisions and provision recaptures attributable to the various components of the ALLL, please see “Provision for Loan and Lease Losses” of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

 

Heritage Oaks Bancorp | - 60 -

 



Table of Contents

 

The following table details changes in the ALLL for the periods indicated:

 

 

 

For The Six Months Ended
June 30,

 

 

 

2015

 

2014

 

 

(dollars in thousands)

Balance, beginning of period

 

  $

16,802

 

  $

17,859

Charge-offs

 

 

 

 

Real Estate Secured

 

 

 

 

Home equity line of credit

 

55

 

-

Land

 

34

 

-

Commercial

 

-

 

1,016

Residential 1 to 4 family

 

-

 

92

Commercial

 

 

 

 

Commercial and industrial

 

142

 

650

Agriculture

 

1

 

-

Installment

 

5

 

6

Total charge-offs

 

237

 

1,764

Recoveries

 

 

 

 

Real Estate Secured

 

 

 

 

Home equity line of credit

 

74

 

6

Land

 

23

 

22

Residential 1 to 4 family

 

2

 

10

Construction

 

1

 

1

Commercial

 

-

 

38

Commercial

 

 

 

 

Commercial and industrial

 

286

 

440

Agriculture

 

23

 

14

Installment

 

8

 

9

Total recoveries

 

417

 

540

Net (recoveries) charge-offs

 

(180)

 

1,224

Provisions for loan and lease losses

 

-

 

-

Balance, end of period

 

  $

16,982

 

  $

16,635

 

 

 

 

 

Gross loans, end of period

 

  $

1,191,153

 

  $

1,096,883

ALLL to total gross loans

 

1.43%

 

1.52%

Net (recoveries) charge-offs to average loans

 

-0.03%

 

0.24%

 

Non-Performing Assets

 

Non-performing assets are comprised of loans placed on non-accrual status and foreclosed assets (OREO and other repossessed assets). Generally, the Company places loans on non-accruing status when (1) the full and timely collection of all amounts due become uncertain, (2) a loan becomes 90 days or more past due (unless well-secured and in the process of collection) or (3) any portion of outstanding principal has been charged-off.  See Note 5. Loans and Allowance for Loan and Lease Losses, of the condensed consolidated financial statements, filed with this Quarterly Report on Form 10-Q for additional discussion concerning non-performing loans, as well as a discussion concerning credit quality.

 

 

 

Heritage Oaks Bancorp | - 61 -

 



Table of Contents

 

The following table provides a summary of non-performing loans and foreclosed assets:

 

 

 

June 30,

 

December 31,

 

 

2015

 

2014

 

 

 

(dollars in thousands)

Non-performing Loans

 

 

 

 

Land

 

  $

4,754

 

  $

5,237

Commercial and industrial

 

3,207

 

2,102

Commercial real estate

 

2,158

 

2,085

Residential 1 to 4 family

 

707

 

124

Agriculture

 

626

 

686

Home equity line of credit

 

86

 

258

Installment

 

40

 

43

Total non-performing loans

 

11,578

 

10,535

Other real estate owned

 

372

 

-

Total non-performing assets

 

  $

11,950

 

  $

10,535

TDRs

 

 

 

 

Accruing

 

  $

6,630

 

  $

6,511

Included in non-performing loans

 

8,635

 

7,057

Total TDRs

 

  $

15,265

 

  $

13,568

 

 

 

 

 

Ratio of allowance for loan and lease losses to total gross loans

 

1.43%

 

1.41%

Ratio of non-performing loans to total gross loans

 

0.97%

 

0.88%

Ratio of non-performing assets to total assets

 

0.65%

 

0.62%

 

At June 30, 2015, the balance of non-accruing loans was $11.6 million or $1.0 million higher than that reported at December 31, 2014.  The increase in non-accruing loans during the first six months of 2015 can be attributed in large part to one loan in the amount of $1.5 million in the commercial and industrial category, where the Company is working with the borrower to bring resolution to this loan.

 

The following tables reconcile the change in total non-accruing balances for the six months ended June 30, 2015:

 

 

 

Balance

 

 

 

 

 

Transfers

 

Returns to

 

 

 

Balance

 

 

 

December 31,

 

 

 

Net

 

to Foreclosed

 

Accrual

 

 

 

June 30,

 

 

 

2014

 

Additions

 

Paydowns

 

Collateral

 

Status

 

Charge-offs

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

Real Estate Secured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

  $

5,237

 

  $

-

 

  $

(270)

 

  $

(44)

 

  $

(135)

 

  $

(34)

 

  $

4,754

 

Commercial

 

2,085

 

140

 

(67)

 

-

 

-

 

-

 

2,158

 

Residential 1 to 4 family

 

124

 

624

 

(41)

 

-

 

-

 

-

 

707

 

Home equity line of credit

 

258

 

40

 

(112)

 

(61)

 

-

 

(39)

 

86

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

2,102

 

1,943

 

(445)

 

-

 

(250)

 

(143)

 

3,207

 

Agriculture

 

686

 

-

 

(59)

 

-

 

-

 

(1)

 

626

 

Installment

 

43

 

22

 

(21)

 

-

 

-

 

(4)

 

40

 

Totals

 

  $

10,535

 

  $

2,769

 

  $

(1,015)

 

  $

(105)

 

  $

(385)

 

  $

(221)

 

  $

11,578

 

 

 

 

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Deposits and Borrowed Funds

 

Deposits

 

The following table provides a summary for the year to date change in various categories of deposit balances:

 

 

 

June 30,

 

December 31,

 

Variance

 

 

 

2015

 

2014

 

Dollar

 

Percent

 

 

 

(dollars in thousands)

 

Non-interest bearing deposits

 

  $

516,431

 

  $

 461,479

 

  $

54,952

 

11.91%

 

Interest bearing deposits:

 

 

 

 

 

 

 

 

 

NOW accounts

 

128,404

 

108,757

 

19,647

 

18.07%

 

Other savings deposits

 

98,821

 

95,619

 

3,202

 

3.35%

 

Money market deposit accounts

 

503,132

 

449,110

 

54,022

 

12.03%

 

Time deposits

 

264,851

 

279,839

 

(14,988)

 

-5.36%

 

Total deposits

 

  $

1,511,639

 

  $

 1,394,804

 

  $

116,835

 

8.38%

 

 

As of June 30, 2015 deposits totaled $1.5 billion, compared to $1.4 billion at December 31, 2014.  Deposits increased $116.8 million or 8.4% during the first six months of 2015, as the Company continued its focus on gathering and retaining core relationships.  At June 30, 2015, core deposits, which are defined as total deposits exclusive of time deposits over $100,000, represented 87.2% of total deposits, up from the 85.4% reported at December 31, 2014, due to growth in non-interest bearing demand, NOW accounts, savings, and money market balances during the first six months of 2015.  Non-interest bearing demand deposits comprise 34.2%, and 33.1% of total deposits at June 30, 2015, and December 31, 2014, respectively.

 

Borrowed Funds

 

The Bank has a variety of sources from which it may obtain secondary funding beyond deposit balances.  These sources include, among others, the FHLB, the FRB and credit lines established with correspondent banks.  At June 30, 2015, FHLB borrowings were $93.6 million, compared to $95.6 million at December 31, 2014.  Borrowings are obtained for a variety of reasons which include, but are not limited to: asset-liability management; funding loan growth; and to provide additional liquidity.  The decrease in the level of FHLB borrowings in 2015 was the result of maturities of short-term borrowings that were not rolled over.

 

At June 30, 2015, the Company had $13.3 million in Junior Subordinated Deferrable Interest Debentures (the “debt securities”) issued and outstanding, compared to $13.2 million at December 31, 2014.  These debt securities were issued to three different trusts, as follows:

 

 

 

Amount

 

Carrying

 

Current

 

Issue

 

Scheduled

 

 

 

 

 

Issued

 

Value

 

Rate

 

Date

 

Maturity

 

Rate Type

 

 

 

 

(dollars in thousands)

 

 

Heritage Oaks Capital Trust II

 

 $

8,248

 

  $ 

8,248

 

2.00%

 

27-Oct-06

 

Aug-37

 

Variable 3-month LIBOR + 1.72%

 

Mission Community Capital Trust I

 

 $

3,093

 

  $ 

2,174

 

3.23%

 

14-Oct-03

 

Oct-33

 

Variable 3-month LIBOR + 2.95%

 

Santa Lucia Bancorp (CA) Capital Trust

 

 $

5,155

 

  $ 

2,916

 

1.75%

 

28-Apr-06

 

Jul-36

 

Variable 3-month LIBOR + 1.48%

 

 

These three issuances of debt securities are callable by the Company at par.  At June 30, 2015, the Company included $12.9 million of the debt securities in its Tier I Capital for regulatory reporting purposes, as permitted under the Basel III Capital Rules.  For a more detailed discussion regarding junior subordinated debt securities, see Note 10, Borrowings, in the Company’s consolidated financial statements under Item 8 of Part II of the Company’s 2014 Annual Report on Form 10-K.

 

Capital

 

At June 30, 2015, the balance of shareholders’ equity was $202.1 million, compared to $197.9 million at December 31, 2014.  The increase in shareholders’ equity for the first six months of 2015 can be attributed substantially to net earnings of $7.9 million, offset by dividends paid of $3.7 million, and a decrease in accumulated other comprehensive income of $0.7 million resulting from a decrease in unrealized gains on available for sale investments.  Additionally, the exercise of stock options as well as the impact of share-based compensation contributed $0.6 million to the increase in shareholders’ equity.

 

 

 

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Dividends

 

On March 2, 2015, the Company paid a cash dividend of $0.05 per share to holders of the Company’s common and Series C Preferred stock as of February 16, 2015.

 

On June 1, 2015, the Company paid a cash dividend of $0.06 per share to holders of the Company’s common and Series C Preferred stock as of May 15, 2015.

 

On July 22, 2015, the Company’s Board of Directors declared a cash dividend of $0.06 per share, payable on August 31, 2015, to shareholders of the Company’s common stock as of August 17, 2015.

 

No dividends were paid during the six months ended June 30, 2014.

 

Stock Repurchase Program

 

In June 2015, the Company announced it had amended its previously announced agreement for the repurchase of up to $5.0 million of its outstanding common stock pursuant to a written plan compliant with Rule 10b5-1 and Rule 10b-18.  Repurchase program activity pursuant to the amended plan may commence on July 1, 2015 and will continue in effect until January 31, 2016 or expire earlier upon completion of the repurchase of $5.0 million of the Company’s common stock, as well as under certain other circumstances set forth in the repurchase plan agreement. The Company has no obligation to repurchase any shares under this program, and may suspend or discontinue it at any time.  All shares as part of the repurchase program will be cancelled, and therefore no longer available for reissuance.

 

As of June 30, 2015, the Company had repurchased 55,428 shares of its common stock under this plan at an average price of $7.47 per share.

 

Regulatory Capital

 

The Bancorp and the Bank seek to maintain strong levels of capital in order to generally be considered “well-capitalized” under the Prompt Corrective Action framework as determined by regulatory agencies.  The Bancorp’s potential sources of capital include retained earnings and the issuance of equity.  In 2013, the Board of Governors of the Federal Reserve System (“FRB”), the FDIC, and the Office of the Comptroller of the Currency (“OCC”) issued final rules under Basel III (the “Basel III Capital Rules”), establishing a new comprehensive framework for regulatory capital for U.S. banking organizations.  These rules implement the Basel Committee’s December 2010 proposed framework, certain provisions of the Dodd-Frank Act, and revise the risk-based capital requirements applicable to bank-holding companies, and depository institutions, including the Bancorp and the Bank.  These rules became effective for the Bancorp and the Bank on January 1, 2015, and are subject to phase-in periods for certain of their components.

 

The significant changes outlined under the Basel III Capital Rules that are applicable to Bancorp and the Bank include:

 

·     A new Common Equity Tier I (“CET I”) capital measure, with a minimum ratio requirement of 4.5% CET I to risk-weighted assets, and for Prompt Corrective Action purposes 6.5% or greater to generally be considered “well capitalized.”

·     A capital conservation buffer in addition to CET I of: 0.625% for 2016; 1.25% for 2017; 1.875% for 2018; and 2.5% for 2019.  The capital conservation buffer does not begin phasing-in until January 1, 2016.

·     Changes to the calculation of risk-weighted assets from the current four categories (0%, 20%, 50% and 100%) to a much broader and risk-sensitive number of categories.

·     The inclusion of certain changes in accumulated other comprehensive income (“AOCI”) in the determination of regulatory capital measures; however, “non-advanced approaches banking organizations,” including Bancorp and the Bank may make a one-time permanent election, as of January 1, 2015, to exclude these changes in AOCI from the determination of regulatory capital.  The Bancorp and Bank have made this election.

·     An exclusion from CET I of certain items on a phased-in basis, such as deferred tax assets, and intangible assets.

 

When the Basel III Capital Rules are fully phased-in on January 1, 2019, the Bancorp and the Bank will also be required to maintain a 2.5% “capital conservation buffer,” which is designed to absorb losses during periods of economic stress.  This capital conservation buffer will be comprised entirely of CET I, and will be in addition to minimum risk-weighted asset ratios outlined under the Basel III Capital Rules.  If a banking organization fails to hold capital above minimum capital ratios, including the capital conservation buffer, it will be subject to certain restrictions on capital distributions and discretionary bonus payments.

 

 

 

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The following table provides a summary of capital ratio requirements for the Bancorp and the Bank before and after the implementation of Basel III on January 1, 2015:

 

 

 

Basel III

 

Pre-Basel III

 

 

 

 

 

 

 

Well

 

 

 

 

 

Well

 

 

 

Minimum (1)

 

Capitalized (2)

 

Minimum

 

Capitalized (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank

 

Company

 

Bank

 

Bank

 

Company

 

Bank

 

Ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier I capital

 

4.50%

 

4.50%

 

6.50%

 

N/A

 

N/A

 

N/A

 

Leverage ratio

 

4.00%

 

4.00%

 

5.00%

 

4.00%

 

4.00%

 

5.00%

 

Tier I capital

 

6.00%

 

6.00%

 

8.00%

 

4.00%

 

4.00%

 

6.00%

 

Total risk-based capital

 

8.00%

 

8.00%

 

10.00%

 

8.00%

 

8.00%

 

10.00%

 

 

(1)          On a fully phased-in basis, effective January 1, 2019, under the Basel III Capital Rules, minimum capital ratios will be as follows: Common Equity Tier I capital: 7.0%; leverage ratio: 6.5%; Tier I capital: 8.5%; Total risk-based capital: 10.5%.

 

(2)          Reflects minimum threshold to be considered “well capitalized” under the Prompt Corrective Action framework, specific to depository institutions.

 

The following table provides the general minimum regulatory capital ratios that are required for the Bank to be considered “well capitalized,” and a summary of Bancorp and Bank regulatory capital ratios, which are reflective of the January 1, 2015 implementation of Basel III.  The Bancorp and Bank were considered well capitalized for all periods presented below:

 

 

 

Basel III

 

Pre-Basel III

 

 

Regulatory
Standard to
be Well

 

June 30, 2015

 

Regulatory
Standard to
be Well

 

December 31, 2014

 

June 30, 2014

 

 

Capitalized (1)

 

Company

 

Bank

 

Capitalized (1)

 

Company

 

Bank

 

Company

 

Bank

Ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Equity Tier I capital

 

6.50%

 

12.96%

 

12.48%

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

Leverage ratio

 

5.00%

 

10.22%

 

9.41%

 

5.00%

 

10.22%

 

9.83%

 

9.83%

 

9.53%

Tier I capital

 

8.00%

 

13.55%

 

12.48%

 

6.00%

 

13.13%

 

12.63%

 

12.85%

 

12.45%

Total risk-based capital

 

10.00%

 

14.80%

 

13.73%

 

10.00%

 

14.38%

 

13.88%

 

14.10%

 

13.70%

 

(1)          Reflects minimum threshold to be considered “well capitalized” under the Prompt Corrective Action framework, specific to depository institutions.

 

The Bancorp’s Leverage Ratio was unchanged at 10.22% at June 30, 2015 compared December 31, 2014.  The impact of the January 1, 2015 implementation of Basel III resulted in a nominal increase in our leverage ratio.  The increase in Tier 1 Capital for the first six months of 2015 was attributable primarily to earnings, and to a lesser extent the impacts of the implementation of Basel III.  Net income for the first six months of 2015 increased the numerator of the Leverage Ratio at a an almost equal level as the increased balance sheet growth had on adjusted average assets (the denominator) for the first half of the year, which resulted in no material change in our Leverage Ratio, since December 31, 2014.  The Bank’s Leverage Ratio at June 30, 2015 was 9.41% and decreased by 42 basis points, compared to the ratio reported at December 31, 2014.  The Bank’s Leverage Ratio declined over the first six months of 2015 primarily due to a $10.0 million dividend paid by the Bank to the Bancorp during the second quarter of 2015 to support the cash flow needs of the Bancorp.  The impact of the dividend payment made by the Bank to the Bank’s Leverage Ratio was partially offset by year to date earnings.

 

As of June 30, 2015, the Bancorp’s Tier 1 Risk Based Capital Ratio and Total Risk Based Capital Ratio increased from year-end 2014 by 42 basis points, to 13.55% and 14.80%, respectively, primarily due to year to date earnings, which elevated both Tier 1 Capital and Total Risk Based Capital at a faster pace than the growth in Risk Weighted Assets.  The January 1, 2015 implementation of Basel III initially resulted in a nominal decrease in both of our risk based capital ratios.  These same two ratios for the Bank fell by 15 basis points each, to 12.48% and 13.73%, respectively.  The decrease in the Bank’s Risk Based Capital Ratios is attributable to the $10.0 million dividend paid by the Bank to the Bancorp during the second quarter of 2015.

 

 

 

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The Common Equity Tier One Capital Ratio for both the Company and the Bank were 12.96% and 12.48%, as of June 30, 2015, respectively, above the current 6.5% level to generally be considered a “well capitalized” financial institution for regulatory purposes.

 

Off-Balance Sheet Arrangements

 

Off-balance sheet arrangements are any contractual arrangement to which an unconsolidated entity is a party, under which the Company has: (1) any obligation under a guarantee contract; (2) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets; (3) any obligation under certain derivative instruments; or (4) any obligation under a material variable interest held by the Company in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company, or engages in leasing, hedging or research and development services with the Company.

 

In the ordinary course of business, the Company has entered into off-balance sheet arrangements consisting of commitments to extend credit, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded in the condensed consolidated financial statements when they are funded or related fees are incurred or received. In the ordinary course of business, the Company is also a party to various operating leases, primarily for several of the Bank’s branch locations.

 

The Company is contingently liable for letters of credit made to its customers in the ordinary course of business totaling $13.8 million at June 30, 2015 compared to the $15.5 million at December 31, 2014. Included in these letter of credit commitments is a single standby letter of credit, which was issued in September 2004, for $11.7 million to guarantee the payment of taxable variable rate demand bonds that has since been reduced to $10.4 million. It is collateralized by a blanket lien with the FHLB that includes all qualifying loans on the Bank’s balance sheet. The primary purpose of the bond issue was to refinance existing debt and provide funds for capital improvements and expansion of an assisted living facility. The letter of credit was renewed and will expire in September 2016.  The letter of credit was undrawn as of June 30, 2015. Additionally at June 30, 2015 and December 31, 2014, the Company had undisbursed loan commitments, made in the ordinary course of business, totaling $244.3 million and $237.7 million, respectively.

 

 

 

June 30,

 

December 31,

 

 

 

2015

 

2014

 

 

 

(dollars in thousands)

 

Commitments to Extend Credit

 

 

 

 

 

Commercial and industrial

 

  $

95,218

 

  $

102,201

 

Agriculture

 

48,275

 

37,302

 

Secured by real estate

 

30,272

 

23,692

 

Home equity lines of credit

 

29,638

 

28,915

 

Other unused commitments

 

25,316

 

33,145

 

Not secured by real estate

 

13,870

 

10,856

 

Credit card lines

 

1,711

 

1,622

 

Standby letters of credit

 

13,822

 

15,542

 

Total commitments and standby letters of credit

 

  $

258,122

 

  $

253,275

 

 

At both June 30, 2015 and December 31, 2014, the Company’s allowance for unfunded loan commitments was $0.5 million.

 

The following table presents the Company’s significant fixed and determinable contractual obligations within the categories presented below:

 

 

 

Less Than

 

One to Three

 

Three to Five

 

More than

 

June 30,

 

December 31,

 

 

 

One Year

 

Years

 

Years

 

Five Years

 

2015

 

2014

 

 

 

(dollars in thousands)

 

Deposits (1)

 

$

1,398,730

 

$

67,679

 

$

32,555

 

$

12,649

 

$

1,511,613

 

$

1,394,764

 

FHLB Advances and other borrowings

 

10,500

 

24,500

 

20,500

 

38,000

 

93,500

 

95,500

 

Operating lease obligations

 

1,517

 

2,037

 

1,486

 

2,836

 

7,876

 

8,152

 

Salary continuation payments

 

315

 

524

 

524

 

3,402

 

4,765

 

4,959

 

Junior subordinated debentures

 

-

 

-

 

-

 

16,496

 

16,496

 

16,496

 

Total obligations

 

$

1,411,062

 

$

94,740

 

$

55,065

 

$

73,383

 

$

1,634,250

 

$

1,519,871

 

 

(1) As of June 30, 2015, deposits with no stated maturity of $1.2 billion have been included in amounts due less than one year.

 

 

 

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The Company has leases that contain options to extend for periods from five to seven years.  Options to extend which have been exercised and the related lease commitments are included in the table above.

 

In connection with the $16.5 million outstanding contractual balance of debt securities issued to Heritage Oaks Capital Trust II, Mission Community Capital Trust I, and Santa Lucia Bancorp (CA) Capital Trust, the Company is the full and unconditional guarantor of distributions of the issuing trusts. There are no Special Purpose Entity (“SPE”) trusts, corporations, or other legal entities established by the Company which reside off-balance sheet. There are no other off-balance sheet items other than the aforementioned items related to letter of credit accommodations and undisbursed loan commitments. Management is not aware of any other off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures or capital resources that would be material to investors.

 

Liquidity

 

The objective of liquidity management is to ensure the continuous availability of funds to meet the demands of depositors, investors and borrowers. Asset liquidity is primarily derived from loan and securities payments and the maturity of other earning assets. Liquidity from liabilities is obtained primarily from the receipt of new deposits. The Company’s Asset Liability Committee (“ALCO”) is responsible for managing the on and off-balance sheet commitments to meet the needs of customers while achieving the Company’s financial objectives, including but not limited to maintaining sufficient liquidity and diversity of funding sources to allow the Bank to meet expected and unexpected obligations in both stable and adverse conditions. ALCO meets regularly to assess projected funding requirements by reviewing historical funding patterns, current and forecasted economic conditions and individual customer funding needs. Deposits generated from the Bank’s customers serve as the primary source of liquidity. The Bank has credit arrangements with correspondent banks that serve as a secondary liquidity source. At June 30, 2015 these credit lines totaled $62.0 million and are unsecured. Additionally, the Bank has a borrowing facility with the FRB. The amount of available credit under the FRB facility is determined by the collateral provided by the Bank. As of June 30, 2015, the borrowing availability related to this facility was $5.1 million. At June 30, 2015, the Bank had no borrowings against the credit lines or the FRB facility. As previously mentioned, the Bank is a member of the FHLB and has available collateralized borrowing capacity of $289.8 million at June 30, 2015, in addition to the $93.5 million currently outstanding. Additionally the Company has a $10.0 million unsecured line of credit available with a correspondent bank as a secondary liquidity source for the holding company.

 

The Bank also manages liquidity by maintaining an investment portfolio of readily marketable and liquid securities. These investments include mortgage backed securities and obligations of state and political subdivisions (municipal bonds) that provide a stream of cash flows. As of June 30, 2015, the Company believes investments in the portfolio can be pledged or liquidated at their current fair values in the event they are needed to provide liquidity. The ratio of liquid assets not pledged for collateral and other purposes to deposits and other liabilities was 26.4% at June 30, 2015 compared to 23.4% at December 31, 2014.

 

The ratio of gross loans to deposits, another key liquidity ratio, decreased to 78.8% at June 30, 2015 compared to 85.6% at December 31, 2014 due to year to date deposit growth through June 30, 2015, and a decline in gross loans.

 

Management believes the level of liquid assets and available credit facilities are sufficient to meet current and anticipated funding needs. In addition, the Bank’s ALCO oversees the Company’s liquidity position by reviewing a monthly liquidity report. Management is not aware of any trends, demands, commitments, events or uncertainties that will result or are reasonably likely to result in a material change in the Company’s liquidity.

 

Regulatory Matters

 

BSA Consent Order

 

The Company continues to make progress in addressing the issues identified in the BSA Consent Order that we entered into with our regulators in November of 2014.  However, the Company still has additional work to do in order to fully remediate the issues identified in the BSA Consent Order.  Please also see Note 12. Regulatory Matters, of the condensed consolidated financial statements, filed on this Form 10-Q, for a more detailed discussion concerning the BSA Consent Order.

 

 

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Subsequent Events

 

Dividend Declaration

 

On July 22, 2015, the Company’s Board of Directors declared a cash dividend of $0.06 per share, payable on August 31, 2015, to shareholders of the Company’s common stock as of August 17, 2015.

 

 

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

 

The assets and liabilities of a financial institution are primarily monetary in nature.  As such, they represent obligations to pay or receive fixed and determinable amounts of money that are not affected by future changes in prices.  Generally, the impact of inflation on a financial institution is reflected by fluctuations in interest rates, the ability of customers to repay their obligations and upward pressure on operating expenses.  Although inflationary pressures are not considered to be of any particular hindrance in the current economic environment, they may have an impact on the Company’s future earnings in the event those pressures become more prevalent.

 

As a financial institution, the Company’s primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of interest income and interest expense recorded on a large portion of the Company’s assets and liabilities, and the market value of all interest earning assets and interest bearing liabilities, other than those which possess a short term to maturity. Other than $13.3 million in subordinated debentures issued by the Company’s subsidiary grantor trusts, virtually all of the Company’s interest earning assets and interest bearing liabilities are located at the Bank level.

 

Based on the foregoing, virtually all of the Company’s interest rate risk exposure lies at the Bank level. As a result, all significant interest rate risk procedures are performed at the Bank level. In addition to risk related to interest rate changes, the Bank’s real estate loan portfolio, concentrated primarily within Santa Barbara and San Luis Obispo Counties in California, is subject to risks of changes in the underlying value of collateral as a result of changes in the local economy.

 

The fundamental objective of the Company’s management of its assets and liabilities is to maximize the Company’s economic value while maintaining adequate liquidity and an exposure to interest rate risk deemed by management to be acceptable. Management believes an acceptable degree of exposure to interest rate risk results from the management of assets and liabilities through maturities, pricing and mix to attempt to neutralize the potential impact of changes in market interest rates. The Company’s profitability is dependent to a large extent upon its net interest income, which is the difference between its interest income on interest earning assets, such as loans and investments, and its interest expense on interest bearing liabilities, such as deposits and borrowings. The Company is subject to interest rate risk to the degree that its interest earning assets re-price differently than its interest bearing liabilities. The Company manages its mix of assets and liabilities with the goals of limiting its exposure to interest rate risk, ensuring adequate liquidity, and coordinating its sources and uses of funds.

 

The Company seeks to control interest rate risk exposure in a manner that will allow for adequate levels of earnings and capital over a range of possible interest rate environments. The Company has adopted formal policies and practices to monitor and manage interest rate risk exposure.  Historically, management believes it has effectively managed the effect of changes in interest rates on its operating results and believes that it can continue to manage the short-term effect of interest rate changes under various interest rate scenarios.

 

Management employs asset and liability management software to measure the Company’s exposure to potential future changes in interest rates. The software measures the expected cash flows and re-pricing of each financial asset/liability separately in measuring the Company’s interest rate sensitivity. Based on the results of the software’s output, management believes the Company’s balance sheet is evenly matched over the short term and moderately asset sensitive over the longer term as of June 30, 2015.  This means that the Company would expect (all other things being equal) to experience a limited change in its net interest income if rates rise or fall over the near term but a positive impact to net interest income over the long term if market rates move higher.

 

The hypothetical impact of sudden interest rate movements applied to the Company’s asset and liability balances are modeled quarterly.  The results of these models indicate how much of the Company’s net interest income is “at risk” from various rate changes over a one year horizon. This exercise is valuable in identifying risk exposures. Management believes the results for the Company’s June 30, 2015 balances indicate that the net interest income at risk over a one year time horizon for a 100 basis points (“bp”) and 200bp rate increase and a 100bp decrease is acceptable to management and within policy guidelines at this time.  Given the low interest rate environment, a 200bp decrease is not considered a realistic possibility and is therefore not modeled.

 

 

 

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The results in the table below indicate the change in net interest income the Company would expect to see, if interest rates were to change in the amounts set forth:

 

 

 

June 30, 2015

 

 

-100bp

 

Base

 

+100bp

 

+200bp

 

 

(dollars in thousands)

Net interest income

 

  $

64,092

 

  $

65,559

 

  $

66,779

 

  $

68,391

$ Change from base

 

  $

(1,467)

 

  $

-

 

  $

1,220

 

  $

2,832

% Change from base

 

-2.24%

 

0.00%

 

1.86%

 

4.32%

 

It is important to note that the above table is a summary of several forecasts, actual results may vary from any of the forecasted amounts and such difference may be material and adverse. The forecasts are based on estimates and assumptions made by management that may turn out to be incorrect and may change over time. Factors affecting these estimates and assumptions include, but are not limited to: 1) competitor behavior, 2) economic conditions both locally and nationally, 3) actions taken by the Federal Reserve Board, 4) customer behavior and 5) management’s responses to each of the preceding factors. Factors that vary significantly from the assumptions and estimates may have material and adverse effects on the Company’s net interest income; therefore, the results of this analysis should not be relied upon as indicative of actual future results.

 

The following table shows management’s estimates of how the loan portfolio is segregated between variable-daily, variable other than daily and fixed rate loans:

 

 

 

June 30, 2015

 

 

 

 

Percent of

 

 

Balance

 

Total

 

 

(dollars in thousands)

Rate Type

 

 

 

 

 

Variable - daily

 

  $

161,991

 

13.6%

 

Variable other than daily

 

624,003

 

52.4%

 

Fixed rate

 

405,159

 

34.0%

 

Total loans held for investment

 

  $

1,191,153

 

100.0%

 

 

The table above identifies approximately 13.6% of the loan portfolio that will re-price immediately in a changing rate environment.  At June 30, 2015, approximately $786.0 million or 66.0% of the Company’s loan portfolio is considered variable.

 

The following table provides a summary of the loans the Company can expect to see adjust above floor rates based on given movements in the index rate:

 

 

 

June 30, 2015

 

 

Move in Index Rate (bps)

 

 

+100

 

+150

 

+200

 

+250

 

+300

 

+350

 

 

 

(dollars in thousands)

Cumulative variable daily

 

  $

88,646

 

  $

106,790

 

  $

117,906

 

  $

121,649

 

  $

123,483

 

  $

131,090

 

Cumulative variable other than daily

 

395,157

 

477,027

 

516,440

 

543,509

 

551,220

 

577,124

 

Cumulative total variable at floor

 

  $

483,803

 

  $

583,817

 

  $

634,346

 

  $

665,158

 

  $

674,703

 

  $

708,214

 

 

Given the significant decline in short-term rates over the last several years, many loans in the portfolio possess floors higher than their fully indexed rate.  As indicated in the table above, the Company will need to see rates increase by 100 basis points before the majority of variable rate loans that contain a minimum floor rate in the portfolio experience a rise in their interest rates above their floors, thereby ending their fixed-rate interest rate risk profile and returning them to a fully variable interest rate risk profile.  When such event occurs, holding all other interest rate risk variables constant, the Company will become more net asset sensitive which is evidenced in the percentage increase in net interest income at risk in the +200 basis point scenario.  Historically, the Company has placed floors on new loan originations to protect net interest margin.  Management believes this strategy proved successful in insulating net interest margin in the declining interest rate environment experienced over the last several years.  As loans have re-priced, through maturities and refinancing, the average floor rate has come down to remain competitive in the current interest rate environment contributing to compression in the net interest margin.  The lowering of floor rates has contributed to an increasingly asset sensitive profile and decreased the average market rate movement to lift variable rate loans off their floors.

 

 

 

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Item 4.  Controls and Procedures

 

Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Principal Executive Officer, the Principal Financial Officer and the Principal Accounting Officer, as appropriate, to allow for timely decisions regarding required disclosure.

 

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

Management, with the participation of the Principal Executive Officer, the Principal Financial Officer, and the Principal Accounting Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation the Principal Executive Officer, the Principal Financial Officer, and the Principal Accounting Officer  have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to management, including the Principal Executive Officer, the Principal Financial Officer and the Principal Accounting Officer as appropriate, to allow for timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in internal control over financial reporting in the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Part II.  Other Information

 

Item 1.  Legal Proceedings

 

The Bank is party to the following litigation:

 

Grego v. Patel, Mission Asset Management, Inc., et al, Superior Court of San Luis Obispo County, case no. CV128369. This case was filed in 2013 against Mission Asset Management, Inc., (“MAM”) formerly a subsidiary of Mission Community Bancorp which was acquired by the Bank on February 28, 2014. MAM successfully demurred to all causes of action but one; the remaining cause of action is for conversion of personal property which allegedly occurred subsequent to the foreclosure of a commercial loan secured by a hotel property. This cause of action was consolidated with two other cases involving unrelated defendants. In one of the consolidated cases, on January 23, 2015, the court ruled that the plaintiff had no current standing to bring the cause of action against any of the state court defendants. The court stayed all local proceedings for 120 days pending the Chapter 7 Bankruptcy Trustee’s decision to appear in this case or abandon it.  On February 6, 2014, the court issued an order converting this case from chapter 11 to chapter 7 (the “Conversion Order”). The debtor appealed. On May 29, 2015, the Ninth Circuit Bankruptcy Appellate Panel (the “BAP”) issued a judgment by which it vacated the Conversion Order and remanded the case to the court to consider dismissal of the case as an alternative to conversion. On June 1, 2015, this court issued an Order on Remand, setting the matter for hearing on June 24, 2015. Upon review, effective July 2, 2015, the court ordered the case converted to chapter 7 retroactive to February 6, 2014. On July 15, 2015, the bankruptcy court granted the bank’s Motion to Approve Compromise of Controversy and Sale and Assignment of Claims Asserted by Debtor for a nominal sum.  The Bank expects to proceed to seek dismissal of the claims.  This matter will no longer be discussed in the Company’s filings.

 

 

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In re Ennis Commercial Properties, LLC (Debtor) / Ennis Commercial Properties LLC et al. (Plaintiffs) v. Heritage Oaks Bancorp, United States Bankruptcy Court, Eastern District of California – Fresno Division.  Case No. 10-12709-A-11.  In January 2015, the Plan of Liquidation Administrator (“Administrator” or “Plaintiff”) appointed by the Bankruptcy Court regarding the bankruptcy of Ennis Commercial Properties, LLC (“Ennis Commercial”) filed a complaint against Heritage Oaks Bancorp.  The complaint generally involves actions taken in 2008 by parties not related to the Company in connection with the transfer by Ennis Commercial, of deeds of trusts on a property (“Transfers”) in connection with a loan and loan modification to the entities affiliated with Ennis Commercial.  One of the deeds of trust was granted by Ennis Commercial in connection with a loan between an unrelated third-party bank and an entity affiliated with Ennis Commercial.  In 2006, prior to the events in 2008, one of the Company’s predecessors had entered into a Loan Participation Agreement with the unrelated third-party bank in connection with that loan.  Subsequent to the Transfers, Ennis Commercial and various affiliated/related entities filed for bankruptcy protection.  On or about June 27, 2013, the Bankruptcy Court entered an order confirming Ennis Commercial’s Plan of Liquidation, with an effective date of July 12, 2013.  The secured loans at issue were originated and modified by unaffiliated third party banks.  According to the complaint, the Administrator named the Company as a defendant because it was assigned a third-party bank’s claim based on the secured debt against Ennis Commercial’s estate on March 14, 2014.

 

Plaintiff seeks to undo the Transfers as fraudulent transfers, and seeks $2.7 million in damages, prejudgment interest and attorneys’ fees.  On March 25, 2015, the Company filed a motion to dismiss the complaint providing a number of reasons:  the Company withdrew the claim against the estate and thus removed itself from the equity jurisdiction of the court, the statute of limitations bars the complaint, the delayed discovery rule does not apply to constructive fraudulent transfer, creditors who assigned claims to the Administrator lack standing, and plaintiff failed to prove that Ennis Commercial did not receive reasonably equivalent value.   On June 17, 2015, the court granted the Company’s motion in part (creditors that assigned their claims lacked standing to set aside the transfers under common law) and denied it in part (other standing issues and the applicability of the statute of limitations).

 

The Company continues to evaluate the matter and intends to vigorously defend the matter and does not expect the litigation to have a material impact on the Company.

 

The outcome of the litigation summarized above and other legal and regulatory matters is inherently uncertain. While the Company does not believe that any such claims, lawsuits or regulations will have a material adverse effect on its financial condition or results of operations, unfavorable rulings could occur. Were an unfavorable ruling to occur, there exists the possibility of a material adverse impact on our liquidity, reputation, consolidated financial position, results of operations, and/or stock price. Except as indicated above, neither the Company nor the Bank is involved in any legal proceedings other than routine litigation incidental to the business of the Company or the Bank

 

 

Item 1A.  Risk Factors

 

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, which could materially and adversely affect the Company’s business, financial condition and results of operations. The risks described in the Annual Report on Form 10-K are not the only risks facing the Company.  Additional risks and uncertainties not presently known to management or that management currently believes to be immaterial may also materially and adversely affect the Company’s business, financial condition or results of operations.

 

Management is not aware of any material changes to the risk factors discussed in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

Unregistered Sales of Equity Securities

 

None.

 

 

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Purchases of Equity Securities

 

Share repurchase activity during the three months ended June 30, 2015 is summarized in the table below:

 

 

 

 

 

 

 

Total Number of

 

Dollar Value of

 

 

 

Total Number

 

Weighted

 

Shares Purchased

 

Shares That May

 

 

 

of Shares

 

Average Price

 

as Part of Publicly

 

Yet Be Purchased

 

 

 

Purchased

 

Paid Per Share

 

Announced Plans

 

Under the Plan

 

Period

 

 

 

 

 

 

 

 

 

5/1/2015 - 5/31/2015 (1)

 

3,696

 

  $

7.52

 

3,696

 

  $

4,585,970

 

Total

 

3,696

 

  $

7.52

 

3,696

 

 

 

 

(1)    Shares repurchased under a written plan, compliant with Rule 10b5-1, and Rule 10b-18, the Company entered into during the fourth quarter of 2014.  This plan allowed the Company to repurchase shares of its common stock from time to time in an amount not to exceed $5.0 million.  Under this plan the Company repurchased a total of 55,428 shares of its common stock at an average price of $7.47 per share.  All shares repurchased under this plan were cancelled.  This plan expired in March 2015.

 

In June 2015, the Company announced it had amended its previously announced agreement for the repurchase of up to $5.0 million of its outstanding common stock pursuant to a written plan compliant with Rule 10b5-1 and Rule 10b-18.  Repurchase program activity pursuant to the amended plan may commence on July 1, 2015 and will continue in effect until January 31, 2016 or expire earlier upon completion of the repurchase of $5.0 million of the Company’s common stock, as well as under certain other circumstances set forth in the repurchase plan agreement. The Company has no obligation to repurchase any shares under this program, and may suspend or discontinue it at any time.  All shares as part of the repurchase program will be cancelled, and therefore no longer available for reissuance.

 

Item 3.  Defaults upon Senior Securities

 

(a)         None.

 

(b)        None.

 

Item 4.   Mine Safety Disclosures

 

None.

 

Item 5.  Other Information

 

On July 24, 2015, Heritage Oaks Bank (the “Bank”), the wholly owned subsidiary of the Company, and Robert Osterbauer, EVP/ Chief Agriculture and Commercial Officer entered into an Executive Salary Protection Agreement (“Agreement”). The Agreement replaces an earlier agreement on this topic.   The Agreement entitles Mr. Osterbauer, upon the satisfaction of certain standard conditions (e.g., execution of a Waiver and Release, and complying with certain restrictive covenants relating to the non-solicitation of employees and customers and non-disparagement of the Company and the Bank), to be paid a lump sum equal to the sum of: (i) 150% of his annual salary at the rate in effect immediately prior to the triggering event; and (ii) his cash bonus, if any, earned for the calendar year ended immediately prior to the occurrence of the triggering event.  Mr. Osterbauer is also entitled to reimbursement for COBRA premiums, if applicable, for up to twelve months following the occurrence of the triggering event.  The agreement is a “double trigger” change in control agreement, which is triggered if (1) Mr. Osterbauer’s position with the Company or the Bank is “terminated” as defined in the Agreement, and (2) such termination occurs within three months prior to, or within twelve months following, a “change in control” event as defined in the Agreement.  “Termination” as defined in the Agreement includes (a) termination without “Cause” as defined in the Agreement, (b) a reduction by more than fifteen percent in base salary or annual bonus opportunity, (c) a relocation of Mr. Osterbauer’s principal place of employment by more than thirty-five miles, (d) a material adverse change in Mr. Osterbauer’s assigned duties, or (e) the failure of a successor to assume and agree to perform the Agreement.

 

The foregoing description of the Agreement is qualified in its entirety by reference to the Executive Salary Protection Agreement between Rob Osterbauer and the Bank, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

 

 

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Item 6.  Exhibits

 

(a) Exhibits:

 

Exhibit 10.1 Executive Salary Protection Agreement dated July 24, 2015 by and between Heritage Oaks Bank and Rob Osterbauer.* **

 

Exhibit 31.1 Rule 13a-14(a) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

Exhibit 31.2 Rule 13a-14(a)  Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

Exhibit 31.3 Rule 13a-14(a)  Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

Exhibit 32.1 Section 1350 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

Exhibit 32.2 Section 1350  Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

Exhibit 32.3 Section 1350  Certification of Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

Exhibit 101 The following materials from the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2015 (unaudited) and December 31, 2014, (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2015 and 2014 (unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014 (unaudited), (iv) Condensed Consolidated Statements of Shareholders’ Equity, for the six months ended June 30, 2015 and 2014 (unaudited), (v) Condensed Consolidated Statements of Cash Flows, for the six months ended June 30, 2015 and 2014 (unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (unaudited).

 

*              Filed herewith.

**         Management contract or compensatory plan agreement.

 

 

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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 thereunto duly authorized.

 

Heritage Oaks Bancorp

 

Date: July 30, 2015

 

 

/s/ Simone F. Lagomarsino

 

/s/ Lonny D. Robinson

Simone F. Lagomarsino

 

Lonny D. Robinson

President and Chief Executive Officer

 

Executive Vice President, Chief Financial Officer

(Principal Executive Officer)

 

(Principal Financial Officer)

 

 

 

 

 

/s/ Jason C. Castle

 

 

Jason C. Castle

 

 

Chief Accounting Officer

 

 

(Principal Accounting Officer)

 

 

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Exhibit 10.1

 

 

Executive Salary Protection Agreement

 

This Executive Salary Protection Agreement (“Agreement”) is made this 24th day of July, 2015, by and between Rob Osterbauer (“Executive”) and Heritage Oaks Bank (“Bank”) with respect to the following:

 

Recitals

 

WHEREAS, the Bank and Executive (each, the “Party,” and together, the “Parties”) are parties to a Salary Protection Agreement dated on or about April 8, 2014 (the “Prior Agreement”);

 

WHEREAS, the Parties desire to terminate the Prior Agreement and enter into a new agreement as provided herein;

 

WHEREAS, Executive currently serves as the Bank’s Executive Vice President / Chief Agriculture and Commercial Officer without benefit of an employment contract; and

 

WHEREAS, The Board of Directors of the Bank has deemed it appropriate for Executive to be granted certain protections in the event of job loss related to a merger or acquisition of the Bank and/or its holding company, Heritage Oaks Bancorp (“the Company”);

 

NOW, THEREFORE, Bank and Executive agree as follows:

 

 

Agreement

 

1.            For good and valuable consideration, receipt of which is hereby acknowledged, Bank undertakes to provide Executive with the salary protection benefits (“the Benefit”) set forth herein, upon the terms and conditions also set forth below.

 

2.            Upon satisfaction of the conditions set forth herein, Executive shall be entitled to a Benefit in the following aggregate amount, to be paid in a lump sum on the forty-fifth (45th) day following the Termination Date, subject to the Waiver and Release Agreement having become effective as described in Paragraph 8 hereof: one and one-half times, (a) Executive’s base annual salary at the rate in effect for Executive immediately prior to the occurrence of the applicable event set forth in Paragraph 7 hereof, plus (b) Executive’s cash bonus earned for the calendar year ended immediately prior to the occurrence of such event.

 

3.            The Benefit shall be earned, and payment made, if and only if, Executive’s employment with the Bank and the Company terminates for one or more of the reasons set forth in Paragraph 5 hereof within three (3) months prior to, or within twelve (12) months following, a change in control event as defined in this Agreement. The first day of the first month following Executive’s termination of employment for such reason or reasons is referred to herein as the “Termination Date.”

 



 

4.            If the Executive is entitled to the Benefit and timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), in addition to the Benefit, the Bank shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of the month immediately following the month in which the Executive timely remits the premium payment and submits proof thereof in any form reasonably requested by the Bank. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer.

 

5.            For purposes of this Agreement, “termination” means the termination of Executive’s employment with the Bank and the Company as a result of the occurrence of any one or more of the following without Executive’s written consent, but specifically excludes any termination for Cause, as defined below:

 

a.    The termination of Executive’s employment by the Bank without Cause;

 

b.    a reduction of more than 15% in the Executive’s base salary other than a general reduction in base salary that affects all similarly situated employees in substantially the same proportions;

 

c.    a reduction of more than 15% in the Executive’s annual bonus opportunity other than a general reduction in annual bonus that affects all similarly situated employees in substantially the same proportions;

 

d.    a relocation of the Executive’s principal place of employment which increases the Executive’s commute to work by more than thirty-five (35) miles, except for required travel on Bank business to an extent substantially consistent with the Executive’s business travel obligations as of the date of relocation;

 

e.    the Bank’s failure to obtain an agreement from any successor to the Bank to assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform if no succession had taken place, except where such assumption occurs by operation of law;

 

f.     a material adverse change in the duties assigned to Employee.

 

6.            For purposes of this Agreement, “Cause” shall mean:

 

a.    the Executive’s willful failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness);

 

2



 

b.    the Executive’s engagement in dishonesty, illegal conduct or gross misconduct;

 

c.    Embezzlement, misappropriation or fraud by the Executive, whether or not related to the Executive’s employment with the Bank;

 

d.    the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

 

e.    the Executive’s violation of a material policy of the Bank or the Company;

 

f.     the Executive’s willful unauthorized disclosure of Confidential Information;

 

g.    any failure by the Executive to comply with the Bank’s or Company’s written policies or rules.

 

7.            For purposes of this Agreement, “change in control event” means the occurrence of any of the following:

 

a.    one person (or more than one person acting as a group) acquires ownership of stock of the Bank or the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock;

 

b.    one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Bank or the Company’s stock possessing 30% or more of the total voting power of the stock of such corporation;

 

c.    a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or

 

d.    the sale of all or substantially all of the Bank’s or Company’s assets.

 

Notwithstanding the foregoing, such an occurrence shall constitute a “change in control event” only if the occurrence is a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” (as such terms are defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A)) of the Bank or the Company.

 

3



 

8.            A pre-condition to Executive’s right to receive the Benefit shall be Executive’s execution, delivery and non-revocation, and expiration of any revocation period, of a Waiver and Release Agreement in the form attached hereto as Exhibit “A” to the Bank, or its successor-in-interest, all occurring within 30 days of the date of Executive’s termination.  Additionally, if Executive breaches this Agreement at any time that Bank, or Bank’s successor in interest, is making payments to Executive pursuant to Sections 2, 3 or 4, then, in addition to any other rights Bank, or its successor in interest, may have at law or equity, the obligation to make any further payments to Executive will be terminated effective as of the date of Executive’s breach.

 

9.            As partial consideration for this Agreement, Executive agrees to refrain, for a period of twelve months following the date of termination of employment, from disclosure of confidential or proprietary information of the Bank, Company, or any customer of the Bank to any person who is not expressly authorized to receive such information.

 

For purposes of this Agreement, “Confidential Information” is agreed to include, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, documents, operations, services, strategies, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, trade secrets, policy  manuals, records, vendor information, financial information, results, accounting records, legal information, marketing information, pricing information, credit information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, reports, internal controls, security procedures, market studies, sales information, revenue, costs, notes, communications, product plans, ideas, customer information, customer lists,  of the Bank or any existing or prospective customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to the Bank in confidence.

 

10.    Restrictive Covenants.

 

a.            Non-solicitation of Employees. The Executive agrees and covenants not to directly or indirectly solicit, recruit, attempt to recruit, or induce the termination of employment of any employee of the Bank or Company, for twelve (12) months beginning on the Termination Date.

 

b.            Non-solicitation of Customers. The Executive understands and acknowledges that because of the Executive’s experience with and relationship to the Bank, he will have access to and learn about much or all of the Bank’s customer information. “Customer Information” includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, account history, preferences, chain of command, pricing information and other information identifying facts and circumstances specific to the customer and relevant to services desirable to the customer.

 

The Executive understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable harm.

 

The Executive agrees and covenants, for twelve (12) months beginning on the Termination Date, not to directly or indirectly solicit  the Company’s current, former or

 

4



 

prospective customers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Bank.

 

This restriction shall only apply to customers about whom the Executive has information that is not available publicly.

 

11.    Non-disparagement. The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Bank or Company or its businesses, or any of its directors, employees, officers, existing and prospective customers, vendors, investors and other associated third parties.

 

This Section 11 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. The Executive shall promptly provide written notice of any such order to the Company’s Chief Legal Officer.

 

12.    Notwithstanding anything to the contrary contained herein, the obligation to make payment of any severance benefits as provided herein (including, without limitation, any payment contemplated under Section 2), is conditioned upon (i) the Bank obtaining any necessary approval from the Federal Deposit Insurance Corporation, and (ii) compliance with applicable law, including 12 C.F.R. Part 359.  In addition, the Executive covenants and agrees that the Company and its successors and assigns shall have the right to demand the return of any “golden parachute payments” (as defined in 12 C.F.R. Part 359) in the event that any of them obtain information indicating that the Executive committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses contained in 12 C.F.R. § 359.4(a)(4), and the Executive shall promptly return any such “golden parachute payment” upon such demand.

 

13.    This Agreement, for all purposes, shall be construed in accordance with the laws of California without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of California, county of San Luis Obispo. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

 

14.    Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter, including the Prior Agreement. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

 

15.    No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by the Chief Executive

 

5



 

Officer of the Bank. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

 

16.    Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

 

17.    If, at the time any sums would otherwise be payable under this Agreement, the Bank is deemed to be in troubled condition or under any regulatory order which would result in the payment of such sums being deemed as prohibited “Golden Parachute” payments; or if payment of such sums would violate any law or regulation then applicable to the Bank, this Agreement shall be null and void and no sum shall be due to Executive hereunder.

 

18.    Section 409A. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. For purposes of determining the timing of any payments to be made under this Agreement by reference to Executive’s termination of employment, “termination” and “termination of employment” shall refer to Executive’s “separation from service” as defined for purposes of Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

 

Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall be paid on the first payroll date to occur following the six-month anniversary of the Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

 

6



 

IN WITNESS WHEREOF, this Agreement has been executed as of the date set forth on page 1.

 

Heritage Oaks Bank

Executive

 

 

 

 

By: /s/Simone Lagomarsino

/s/Rob Osterbauer

Simone Lagomarsino

Rob Osterbauer

Chief Executive Officer

EVP/Chief Agriculture and Commercial Officer

 

7



 

Exhibit A

 

Form of Waiver and Release Agreement

 



 

WAIVER AND RELEASE AGREEMENT

 

This Waiver and Release Agreement (“Agreement”) is made as of the date last written below, by and between Heritage Oaks Bank (“Employer”) and [*] (“Employee”).  This Agreement is made with specific reference to the following facts:

 

RECITALS

 

A.      Employer and Employee have entered into an Executive Salary Protection Agreement dated [xx/xx/20xx].

 

B.      A condition precedent to Employer’s obligations under the Executive Salary Protection Agreement is the Employee’s execution of this Agreement upon termination of Employee’s employment.

 

C.      As an at-will employee, Employee is not entitled to receive severance pay or any additional termination benefits from Employer, other than as set forth in the Executive Salary Protection Agreement.

 

Waiver and Release

 

NOW, THEREFORE, for and in consideration of the foregoing Recitals, and the mutual covenants, agreements and considerations set forth below, the sufficiency of which are hereby agreed, the parties, intending to be legally bound, agree as follows:

 

1.         In consideration of this Agreement and the consideration extended to Employee under the Executive Salary Protection Agreement which is conditioned upon Employee’s execution of this Agreement, Employee does hereby for himself, his administrators, agents, successors-in-interest and assigns, fully and forever release and discharge Employer, its shareholders, directors, officers, employees, attorneys and agents, and each of them, of and from any and all promises, agreements, claims, demands, actions, causes of action, losses and expenses of every nature whatsoever known or unknown, suspected or unsuspected, filed or unfiled, against them by reason of any occurrences or any damages or injuries in any way sustained by Employee at any time prior to and including the date of this Agreement, including, but not limited to, any and all claims or causes of action arising from his employment by Employer or the termination of his employment with Employer.

 

1.1.        Employee expressly acknowledges and agrees that this Agreement releases claims that include, but are not limited to: breach of contract (express or implied); intentional infliction of emotional harm; wrongful discharge; defamation or other tort claims; attorneys’ fees or court costs; claims arising out of:  Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000(e) et seq. (Title VII); the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621 et seq. (“ADEA”); the Older Workers Benefit Protection Act (“OWBPA”); the California Fair Employment and Housing Act, Part 2.8 Division 3, Title 2 of the Government Code, Section 12900-12996 (FEHA); the Rehabilitation Act of 1973, as amended, Section 1981 of Title 42 of the United States Code; Labor Code Section 1102.1; or any other federal, state, or municipal statute, ordinance or common-law theory relating to wrongful employment termination, breach of contract, breach of fiduciary duty, discrimination in employment or unfair employment practices.

 

1.2.        Employee hereby releases Employer from any unknown or unanticipated damages arising from the matters set forth in this Agreement.  Employee acknowledges that she is familiar

 

A-1



 

with, and hereby waives, all rights recognized by the provisions of Section 1542 of the California Civil Code, which provides as follows:

 

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

 

Being thus familiar and aware, Employee expressly waives the effects of Civil Code Section 1542, as well as any analogous state or federal statute or regulation.  Thus, notwithstanding the provisions of Civil Code Section 1542, and for the purpose of effecting a full and complete release, Employee expressly acknowledges that this Agreement is intended to include in its effect, without limitation, any and all claims or causes of action which Employee may now have or did have, including claims or causes of action she does not know of or suspect to exist in his favor as of the Effective Date of this Agreement, and that this Agreement contemplates that all such claims and causes of action will be extinguished.  The parties hereby acknowledge and agree that this release does not waive any future claims the Employee may have.

 

2.         This Agreement shall become effective on the 8th calendar day after the date of execution by Employee (the “Effective Date”).  In all events, however, this Agreement must have been executed by Employee and delivered to Employer no later than 5:00 p.m. on [expiration date].  Thereafter, this Agreement shall be deemed withdrawn by Employer and shall no longer be capable of acceptance or execution by Employee.

 

2.1.        In express consideration for Employee’s voluntary execution and delivery of this Agreement, Employer shall pay to Employee those benefits set forth in the Executive Salary Protection Agreement.

 

3.         Employee acknowledges that, but for this Agreement, she would not be entitled to the benefits set forth in the Employment Agreement.

 

4.         Employee is advised to review this Agreement and its terms with an attorney and any other advisors of his choice.  Employee represents that she understands all terms and conditions of this Agreement completely and executes this Agreement voluntarily, without any inducements, promises, or representations made by Employer or any person purporting to represent or serve Employer, except as stated in this Agreement.

 

5.         The following miscellaneous provisions shall apply to this Agreement:

 

5.1.        This Agreement and any other documents referred to herein shall in all respects be interpreted, enforced and governed by and under the laws of the State of California.  The language of this Agreement shall be construed as a whole according to its fair meaning, and not strictly for or against any of the parties.

 

5.2.        This Agreement contains all of the understandings and agreements of whatsoever kind and nature existing between the parties with respect to the matters addressed herein.  This Agreement may only be amended by a written agreement signed by the parties hereto.

 

5.3.        This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

 

A-2



 

5.4.        Each party executing this Agreement has full authority, mental capacity and power to do so, and no further actions are otherwise necessary to bind him to it.

 

5.5.        If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid by a court of competent jurisdiction, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which this Agreement is held invalid shall not be affected thereby.  The parties hereto agree that each provision of this Agreement is a material provision and that failure of any party to perform any one provision hereof shall be the basis of the voiding of the entire Agreement at the option of the other party, or for pursuing an action at law for such breach.  Any party may waive or excuse the failure of any other party to perform any provision of this Agreement; provided, however, that any such waiver shall not preclude the enforcement of this Agreement upon any subsequent breach.  The parties further agree that in the event a court of competent jurisdiction finds any of the provisions of this Agreement to be unenforceable, it is the parties’ intent that such provisions be reduced in scope by the court, but only to the extent being necessary by the court to render the provision reasonable and enforceable.

 

5.6.        Each of the parties agrees to execute any and all further agreements or documents necessary to effectuate the intent and purposes of this Agreement.

 

5.7.        All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, persons or entities may require.

 

5.8.        The provisions of this Agreement shall be deemed to obligate, extend to and inure to the benefit of the successors, assigns, transferees, grantees and indemnities of the parties.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date designated below their signatures.

 

 

 

“EMPLOYEE”

 

“EMPLOYER”

 

 

 

 

HERITAGE OAKS BANK

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

Dated:

 

 

Dated:

 

 

*

 

 

 

 

 

 

 

 

 

* No sooner than seven calendar (7) days after the Employee’s signature

 

A-3



EXHIBIT 31.1

 

CERTIFICATIONS

 

I, Simone F. Lagomarsino, certify that:

 

1.          I have reviewed this quarterly report on Form 10-Q of Heritage Oaks Bancorp;

 

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.          I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d -15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.          I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and audit committee of the registrant’s board of directors (or persons performing the equivalent function);

 

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: July 30, 2015

 

 

/s/ Simone F. Lagomarsino

 

Simone F. Lagomarsino

 

President and Chief Executive Officer

 

(Principal Executive Officer)

 

 

Heritage Oaks Bancorp

 



EXHIBIT 31.2

 

CERTIFICATIONS

 

I, Lonny D. Robinson, certify that:

 

1.          I have reviewed this quarterly report on Form 10-Q of Heritage Oaks Bancorp;

 

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.          I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d -15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.          I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and audit committee of the registrant’s board of directors (or persons performing the equivalent function);

 

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date:  July 30, 2015

 

 

/s/ Lonny D. Robinson

 

Lonny D. Robinson

 

Executive Vice President and Chief Financial Officer

 

(Principal Financial Officer)

 

 

Heritage Oaks Bancorp

 



EXHIBIT 31.3

 

CERTIFICATIONS

 

I, Jason C. Castle, certify that:

 

1.          I have reviewed this quarterly report on Form 10-Q of Heritage Oaks Bancorp;

 

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.          I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d -15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.          I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and audit committee of the registrant’s board of directors (or persons performing the equivalent function);

 

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: July 30, 2015

 

 

/s/ Jason C. Castle

 

Jason C. Castle

 

Chief Accounting Officer

 

(Principal Accounting Officer)

 

 

Heritage Oaks Bancorp

 



EXHIBIT 32.1

 

HERITAGE OAKS BANCORP

 

Quarterly report on Form 10-Q

for the quarter ended June 30, 2015

 

 

CERTIFICATION

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

The undersigned, who is the President and Chief Executive Officer of Heritage Oaks Bancorp (the “Company”), hereby certifies, pursuant to 18 USC Section 1350, that to my knowledge, (i) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, as filed by the Company with the Securities and Exchange Commission (the “Quarterly Report”), to which this Certification is an Exhibit, fully complies with the applicable requirements of Section 13(a) and 15(d) of the Exchange Act; and (ii) the information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Dated: July 30, 2015

 

/s/ Simone F. Lagomarsino

 

 

Simone F. Lagomarsino

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Heritage Oaks Bancorp, and will be retained by Heritage Oaks Bancorp and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

Heritage Oaks Bancorp

 



EXHIBIT 32.2

 

HERITAGE OAKS BANCORP

 

Quarterly report on Form 10-Q

for the quarter ended June 30, 2015

 

 

CERTIFICATION

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

The undersigned, who is the Chief Financial Officer of Heritage Oaks Bancorp (the “Company”), hereby certifies, pursuant to 18 USC Section 1350, that to my knowledge, (i) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, as filed by the Company with the Securities and Exchange Commission (the “Quarterly Report”), to which this Certification is an Exhibit, fully complies with the applicable requirements of Section 13(a) and 15(d) of the Exchange Act; and (ii) the information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Dated:  July 30, 2015

 

/s/ Lonny D. Robinson

 

 

Lonny D. Robinson

 

 

Executive Vice President and Chief Financial Officer

 

 

(Principal Financial Officer)

 

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Heritage Oaks Bancorp, and will be retained by Heritage Oaks Bancorp and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

Heritage Oaks Bancorp

 



EXHIBIT 32.3

 

HERITAGE OAKS BANCORP

 

Quarterly report on Form 10-Q

for the quarter ended June 30, 2015

 

 

CERTIFICATION

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

The undersigned, who is the Chief Accounting Officer of Heritage Oaks Bancorp (the “Company”), hereby certifies, pursuant to 18 USC Section 1350, that to my knowledge, (i) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, as filed by the Company with the Securities and Exchange Commission (the “Quarterly Report”), to which this Certification is an Exhibit, fully complies with the applicable requirements of Section 13(a) and 15(d) of the Exchange Act; and (ii) the information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Dated: July 30, 2015

/s/ Jason C. Castle

 

Jason C. Castle

 

Chief Accounting Officer

 

(Principal Accounting Officer)

 

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Heritage Oaks Bancorp, and will be retained by Heritage Oaks Bancorp and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

Heritage Oaks Bancorp

 



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Attachment: XBRL INSTANCE DOCUMENT


heop-20150630.xsd
Attachment: XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT


heop-20150630_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT


heop-20150630_lab.xml
Attachment: XBRL TAXONOMY EXTENSION LABELS LINKBASE DOCUMENT


heop-20150630_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT


heop-20150630_def.xml
Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT