10-Q 1 hfwa-2015093010q.htm 10-Q 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
 
 
 
FORM 10-Q
 
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-29480 
 
HERITAGE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter) 
 
 
 
Washington
 
91-1857900
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
201 Fifth Avenue SW, Olympia, WA
 
98501
(Address of principal executive offices)
 
(Zip Code)
(360) 943-1500
(Registrant’s telephone number, including area code) 

 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    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  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a 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
¨
  
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  ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date:
As of October 27, 2015 there were 29,967,410 shares of the registrant's common stock, no par value per share, outstanding.




HERITAGE FINANCIAL CORPORATION
FORM 10-Q
INDEX
September 30, 2015
 
 
Page
 
 
 
 
Part I.
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
Part II.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 
 
CERTIFICATIONS
 




2


FORWARD LOOKING STATEMENTS:

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This Quarterly Report on Form 10-Q ("Form 10-Q") contains forward-looking statements that are subject to risks and uncertainties, including, but not limited to: our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we have acquired, including those from the Cowlitz Bank, Pierce Commercial Bank, Northwest Commercial Bank, Valley Community Bancshares, Inc. and Washington Banking Company transactions described in this Form 10-Q, or may in the future acquire, into our operations and our ability to realize related revenue synergies and cost savings within expected time frames or at all, and any goodwill charges related thereto and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, which might be greater than expected; the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be effected by deterioration in the housing and commercial real estate markets, which may lead to increased losses and non-performing assets in our loan portfolio, and may result in our allowance for loan losses no longer being adequate to cover actual losses, and require us to increase our allowance for loan losses; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; risks related to acquiring assets in or entering markets in which we have not previously operated and may not be familiar; fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas; results of examinations of us by the Board of Governors of the Federal Reserve System and of our bank subsidiary by the Federal Deposit Insurance Corporation ("FDIC"), the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, initiate an enforcement action against the Company or our bank subsidiary which could require us to increase our allowance for loan losses, write-down assets, change our regulatory capital position, affect our ability to borrow funds or maintain or increase deposits, or impose additional requirements on us, any of which could affect our ability to continue our growth through merger, acquisitions or similar transactions and adversely affect our liquidity and earnings; legislative or regulatory changes that adversely affect our business including changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules including as a result of Basel III; our ability to control operating costs and expenses; the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the implementing regulations; further increases in premiums for deposit insurance; the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risk associated with the loans on our Condensed Consolidated Statements of Financial Condition; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges; failure or security breach of computer systems on which we depend; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to implement our expansion strategy of pursuing acquisitions and de novo branching; increased competitive pressures among financial service companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; and other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and other risks detailed from time to time in our filings with the Securities and Exchange Commission including our Annual Report on Form 10-K for the year ended December 31, 2014.
The Company cautions readers not to place undue reliance on any forward-looking statements. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for future periods to differ materially from those expressed in any forward-looking statements by, or on behalf of, us, and could negatively affect the Company’s operating results and stock price performance.
As used throughout this report, the terms “we”, “our”, “us”, or the “Company” refer to Heritage Financial Corporation and its consolidated subsidiaries, unless the context otherwise requires.


3


PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

HERITAGE FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
September 30, 2015 and December 31, 2014
(Dollars in thousands)
(Unaudited)
 
September 30, 2015
 
December 31, 2014
ASSETS
 
 
 
Cash on hand and in banks
$
58,930


$
74,028

Interest earning deposits
83,547


47,608

Cash and cash equivalents
142,477


121,636

Other interest earning deposits
5,244


10,126

Investment securities available for sale, at fair value
703,093


742,846

Investment securities held to maturity (fair value of $34,023 and $36,874, respectively)
32,832


35,814

Loans held for sale
7,981

 
5,582

Loans receivable, net
2,404,044

 
2,251,077

Allowance for loan losses
(29,004
)
 
(27,729
)
Total loans receivable, net
2,375,040

 
2,223,348

FDIC indemnification asset


1,116

Other real estate owned
2,071


3,355

Premises and equipment, net
63,356


64,938

Federal Home Loan Bank stock, at cost
4,148


12,188

Bank owned life insurance
60,945

 
35,176

Accrued interest receivable
10,831


9,836

Prepaid expenses and other assets
59,019


61,871

Other intangible assets, net
9,312


10,889

Goodwill
119,029


119,029

Total assets
$
3,595,378


$
3,457,750

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Deposits
$
3,054,198

 
$
2,906,331

Junior subordinated debentures
19,351

 
19,082

Securities sold under agreement to repurchase
22,829

 
32,181

Accrued expenses and other liabilities
30,304

 
45,650

Total liabilities
3,126,682

 
3,003,244

Stockholders’ equity:
 
 
 
Preferred stock, no par value, 2,500,000 shares authorized; no shares issued and outstanding at September 30, 2015 and December 31, 2014

 

Common stock, no par value, 50,000,000 shares authorized; 29,967,555 and 30,259,838 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively
358,927

 
364,741

Retained earnings
104,762

 
86,387

Accumulated other comprehensive income, net
5,007

 
3,378

Total stockholders’ equity
468,696

 
454,506

Total liabilities and stockholders’ equity
$
3,595,378

 
$
3,457,750

See accompanying Notes to Condensed Consolidated Financial Statements.

4


HERITAGE FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three and Nine Months Ended September 30, 2015 and 2014
(Dollars in thousands, except per share amounts)
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
INTEREST INCOME:
 
 
 
 
 
 
 
Interest and fees on loans
$
30,179

 
$
31,841

 
$
91,213

 
$
75,738

Taxable interest on investment securities
2,187

 
2,212

 
7,199

 
4,663

Nontaxable interest on investment securities
1,056

 
855

 
3,137

 
1,928

Interest and dividends on other interest earning assets
62

 
123

 
173

 
338

Total interest income
33,484

 
35,031

 
101,722

 
82,667

INTEREST EXPENSE:
 
 
 
 
 
 
 
Deposits
1,335

 
1,534

 
3,961

 
3,685

Junior subordinated debentures
195

 
171

 
627

 
285

Other borrowings
14

 
19

 
50

 
52

Total interest expense
1,544

 
1,724

 
4,638

 
4,022

Net interest income
31,940

 
33,307

 
97,084

 
78,645

Provision for loan losses
851

 
594

 
3,247

 
1,743

Net interest income after provision for loan losses
31,089

 
32,713

 
93,837

 
76,902

NONINTEREST INCOME:
 
 
 
 
 
 
 
Service charges and other fees
3,593

 
3,524

 
10,575

 
7,700

Merchant Visa income, net
66

 
278

 
458

 
839

Change in FDIC indemnification asset

 
(647
)
 
(497
)
 
(575
)
Gain (loss) on sale of investment securities, net
393

 
(13
)
 
1,362

 
254

Gain on sale of loans, net
1,411

 
742

 
3,828

 
975

Other income
4,081

 
1,599

 
9,043

 
3,377

Total noninterest income
9,544

 
5,483

 
24,769

 
12,570

NONINTEREST EXPENSE:
 
 
 
 
 
 
 
Compensation and employee benefits
14,918

 
15,579

 
42,984

 
36,369

Occupancy and equipment
3,970

 
3,978

 
11,511

 
9,412

Data processing
2,398

 
1,978

 
5,950

 
6,977

Marketing
899

 
841

 
2,595

 
1,843

Professional services
894

 
1,113

 
2,602

 
5,173

State and local taxes
619

 
576

 
1,808

 
1,378

Impairment loss on investment securities, net

 

 

 
45

Federal deposit insurance premium
499

 
403

 
1,537

 
1,115

Other real estate owned, net
(5
)
 
650

 
854

 
915

Amortization of intangible assets
523

 
603

 
1,577

 
1,248

Other expense
2,607

 
2,642

 
8,021

 
5,661

Total noninterest expense
27,322

 
28,363

 
79,439

 
70,136

Income before income taxes
13,311

 
9,833

 
39,167

 
19,336

Income tax expense
3,819

 
2,765

 
11,171

 
5,577

Net income
$
9,492

 
$
7,068

 
$
27,996

 
$
13,759

Basic earnings per common share
$
0.32

 
$
0.23

 
$
0.93

 
$
0.57

Diluted earnings per common share
$
0.32

 
$
0.23

 
$
0.93

 
$
0.57

Dividends declared per common share
$
0.11

 
$
0.09

 
$
0.32

 
$
0.25

See accompanying Notes to Condensed Consolidated Financial Statements.


5


HERITAGE FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Nine Months Ended September 30, 2015 and 2014
(Dollars in thousands)
(Unaudited)

 
Three Months Ended September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
Net income
$
9,492

 
$
7,068

 
$
27,996

 
$
13,759

Change in fair value of securities available for sale, net of tax of $1,657, $(744), $1,256 and $663, respectively
3,064

 
(1,384
)
 
2,324

 
1,231

Reclassification adjustment for net gain from sale of investment securities included in income, net of tax of $(138), $4, $(478) and $(89), respectively
(255
)
 
8

 
(884
)
 
(166
)
Accretion of other-than-temporary impairment on investment securities, net of tax of $0, $9, $4 and $27, respectively

 
13

 
11

 
43

Reclassification of other-than-temporary impairment on securities from sale of investment securities, net of tax $0, $0, $99, $0

 

 
178

 

Other comprehensive income (loss)
2,809

 
(1,363
)
 
1,629

 
1,108

Comprehensive income
$
12,301

 
$
5,705

 
$
29,625

 
$
14,867

See accompanying Notes to Condensed Consolidated Financial Statements.


6


HERITAGE FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Nine Months Ended September 30, 2015 and 2014
(In thousands, except per share amounts)
(Unaudited)

 
Number of
common
shares
 
Common
stock
 
Retained
earnings
 
Accumulated
other
comprehensive (loss)
income, net
 
Total
stock-
holders’
equity
Balance at December 31, 2013
16,211

 
$
138,659

 
$
78,265

 
$
(1,162
)
 
$
215,762

Restricted and unrestricted stock awards issued, net of forfeitures
124

 

 

 

 

Stock option compensation expense

 
20

 

 

 
20

Exercise of stock options (including excess tax benefits from nonqualified stock options)
71

 
766

 

 

 
766

Restricted stock compensation expense

 
896

 

 

 
896

Excess tax benefits from restricted stock

 
60

 

 

 
60

Common stock repurchased
(127
)
 
(2,119
)
 

 

 
(2,119
)
Net income

 

 
13,759

 

 
13,759

Other comprehensive income, net of tax

 

 

 
1,108

 
1,108

Common stock issued in business combination
13,973

 
226,724

 

 

 
226,724

Cash dividends declared on common stock ($0.25 per share)

 

 
(5,325
)
 

 
(5,325
)
Balance at September 30, 2014
30,252

 
$
365,006

 
$
86,699

 
$
(54
)
 
$
451,651

 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
30,260

 
$
364,741

 
$
86,387

 
$
3,378

 
$
454,506

Restricted and unrestricted stock awards issued, net of forfeitures
118

 

 

 

 

Exercise of stock options (including excess tax benefits from nonqualified stock options)
53

 
686

 

 

 
686

Restricted stock compensation expense

 
1,125

 

 

 
1,125

Excess tax benefits from restricted stock

 
105

 

 

 
105

Common stock repurchased
(464
)
 
(7,730
)
 

 

 
(7,730
)
Net income

 

 
27,996

 

 
27,996

Other comprehensive income, net of tax

 

 

 
1,629

 
1,629

Cash dividends declared on common stock ($0.32 per share)

 

 
(9,621
)
 

 
(9,621
)
Balance at September 30, 2015
29,967

 
$
358,927

 
$
104,762

 
$
5,007

 
$
468,696

See accompanying Notes to Condensed Consolidated Financial Statements.


7


HERITAGE FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2015 and 2014
(Dollars in thousands)
(Unaudited)
 
Nine Months Ended September 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
27,996

 
$
13,759

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
10,486

 
9,043

Changes in net deferred loan fees, net of amortization
(1,257
)
 
(1,200
)
Provision for loan losses
3,247

 
1,743

Net change in accrued interest receivable, FDIC indemnification asset, prepaid expenses and other assets, accrued expenses and other liabilities
(4,085
)
 
209

Restricted and unrestricted stock compensation expense
1,125

 
896

Stock option compensation expense

 
20

Excess tax benefits from stock options and restricted and unrestricted stock
(125
)
 
(60
)
Amortization of intangible assets
1,577

 
1,248

Gain on sale of investment securities, net
(1,362
)
 
(254
)
Impairment loss on investment of securities, net

 
45

Origination of loans held for sale
(102,310
)
 
(35,046
)
Gain on sale of loans, net
(3,828
)
 
(975
)
Proceeds from sale of loans held for sale
103,739

 
35,303

Earnings on bank owned life insurance
(769
)
 
(241
)
Valuation adjustment on other real estate owned
415

 

Loss on sale of other real estate owned, net
94

 
312

Gain on termination of FDIC shared-loss agreements
(1,747
)
 

(Gain) loss on sale or write-off of furniture, equipment and leasehold improvements
(1
)
 
466

Net cash provided by operating activities
33,195

 
25,268

Cash flows from investing activities:
 
 
 
Loans originated, net of principal payments
(156,106
)
 
30,363

Maturities of other interest earning deposits
4,836

 
2,487

Maturities of investment securities available for sale
91,915

 
37,480

Maturities of investment securities held to maturity
1,897

 
1,003

Purchase of investment securities available for sale
(158,048
)
 
(251,200
)
Purchase of investment securities held to maturity

 
(3,313
)
Purchase of premises and equipment
(1,409
)
 
(3,330
)
Proceeds from sales of other real estate owned
3,199

 
5,173

Proceeds from sales of investment securities available for sale
102,937

 
158,640

Proceeds from sales of investment securities held to maturity
972

 

Proceeds from redemption of Federal Home Loan Bank stock
8,040

 
442

Proceeds from sale of premises and equipment
10

 
835

Purchase of bank owned life insurance
(25,000
)
 

Investment in new market tax credit partnership

 
(25,000
)
Investment in low-income housing tax credit partnership
(442
)
 

Net cash used for termination of FDIC shared-loss agreements
(7,110
)
 

Net cash received from acquisitions

 
31,564

Net cash used in investing activities
(134,309
)
 
(14,856
)

8


 
Nine Months Ended September 30,
 
2015
 
2014
Cash flows from financing activities:
 
 
 
Net increase in deposits
147,867

 
69,986

Common stock cash dividends paid
(9,621
)
 
(5,325
)
Net (decrease) increase in securities sold under agreement to repurchase
(9,352
)
 
5,970

Proceeds from exercise of stock options
666

 
766

Excess tax benefits from stock options and restricted and unrestricted stock
125

 
60

Repurchase of common stock
(7,730
)
 
(2,119
)
Net cash provided by financing activities
121,955

 
69,338

Net increase in cash and cash equivalents
20,841

 
79,750

Cash and cash equivalents at beginning of period
121,636

 
130,400

Cash and cash equivalents at end of period
$
142,477

 
$
210,150

 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
Cash paid for interest
$
4,841

 
$
3,667

Cash paid for income taxes
12,286

 
11,952

 
 
 
 
Supplemental non-cash disclosures of cash flow information:
 
 
 
Transfers of loans receivable to other real estate owned
$
2,424

 
$
677

Investment in low income housing tax credit partnership and related funding commitment

 
4,400

Purchases of investment securities available for sale not settled

 
9,365

Common stock issued for business combinations

 
226,724

Assets acquired (liabilities assumed) in acquisitions:
 
 
 
Investment securities available for sale

 
458,312

Loans held for sale

 
3,923

Loans receivable

 
895,978

Loans receivable, covered at merger date

 
107,050

Other real estate owned

 
7,121

Premises and equipment

 
31,776

Federal Home Loan Bank stock

 
7,064

FDIC indemnification asset

 
7,174

Accrued interest receivable

 
4,943

Bank owned life insurance

 
32,519

Prepaid expenses and other assets

 
15,194

Other intangible assets

 
11,194

Deposits

 
(1,433,894
)
Junior subordinated debentures

 
(18,937
)
Accrued expenses and other liabilities

 
(23,803
)
See accompanying Notes to Condensed Consolidated Financial Statements.

9


HERITAGE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 2015 and 2014
(Unaudited)

(1)
Description of Business, Basis of Presentation, Significant Accounting Policies and Recently Issued Accounting Pronouncements
(a) Description of Business
Heritage Financial Corporation ("Heritage" or the “Company”) is a bank holding company that was incorporated in the State of Washington in August 1997. The Company is primarily engaged in the business of planning, directing and coordinating the business activities of its wholly-owned subsidiary, Heritage Bank (the “Bank”). The Bank is a Washington-chartered commercial bank and its deposits are insured by the FDIC under the Deposit Insurance Fund. The Bank is headquartered in Olympia, Washington and conducts business from its 67 branch offices located throughout Washington State and the greater Portland, Oregon area. The Bank’s business consists primarily of commercial lending and deposit relationships with small businesses and their owners in its market areas and attracting deposits from the general public. The Bank also makes real estate construction and land development loans and consumer loans and originates first mortgage loans on residential properties primarily located in its market area.
The Company has expanded its footprint through mergers and acquisitions. The largest of these transactions was the strategic merger with Washington Banking Company (“Washington Banking”) and its wholly owned subsidiary bank, Whidbey Island Bank ("Whidbey"). Effective May 1, 2014, Washington Banking merged with and into Heritage and Whidbey merged with and into Heritage Bank and this transaction is referred to herein as the "Washington Banking Merger". In connection with the Washington Banking Merger, Heritage also acquired as a subsidiary the Washington Banking Master Trust, a Delaware statutory business trust. Pursuant to the merger agreement, Heritage assumed the performance and observance of the covenants to be performed by Washington Banking under an indenture relating to $25.0 million in trust preferred securities issued in 2007 and the due and punctual payment of the principal of and premium and interest on such trust preferred securities. For additional information, see Note (8) Junior Subordinated Debentures.

(b) Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. It is recommended that these unaudited Condensed Consolidated Financial Statements and accompanying Notes be read with the audited Consolidated Financial Statements and the accompanying Notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 (“2014 Annual Form 10-K”). In management's opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. In preparing the unaudited Condensed Consolidated Financial Statements, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Management believes that the judgments, estimates and assumptions used in the preparation of the financial statements are appropriate based on the facts and circumstances at the time. Actual results, however, could differ from those estimates.
Certain prior period amounts have been reclassified to conform to the current period’s presentation. Specifically, the Company has eliminated the classification of "noncovered" and "covered" loans from the Condensed Consolidated Financial Statements based on the termination of the FDIC shared-loss agreements during the three months ended September 30, 2015. For more information on the termination agreement, see Note (5) Indemnification Asset. Accordingly, all loans receivable previously reported as "noncovered" and those previously reported as "covered" by FDIC shared-loss agreements have been combined and reclassified as "loans receivable" for all periods presented. Reclassifications had no effect on prior periods' net income or stockholders’ equity.


10


(c) Significant Accounting Policies
The significant accounting policies used in preparation of the Company's Condensed Consolidated Financial Statements are disclosed in the 2014 Annual Form 10-K. There have not been any material changes in the Company's significant accounting policies from those contained in the 2014 Annual Form 10-K.
(d) Recently Issued Accounting Pronouncements
Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU" or "Update") 2014-09, Revenue from Contracts with Customers, was issued in May 2014. Under this Update, FASB created a new Topic 606 which is in response to a joint initiative of FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and international financial reporting standards that would:
Remove inconsistencies and weaknesses in revenue requirements.
Provide a more robust framework for addressing revenue issues.
Improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets.
Provide more useful information to users of financial statements through improved disclosure requirements.
Simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer.
The Update is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact that this Update will have on its Condensed Consolidated Financial Statements.
FASB ASU 2014-11, Transfers and Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures, was issued in June 2014. This Update aligns the accounting for repurchase-to-maturity transactions and repurchase agreements executed as a repurchase financing with the accounting for other typical repurchase agreements, such as secured borrowings. The guidance eliminates sale accounting and supersedes the guidance under which a transfer of a financial asset and a contemporaneous repurchase financing could be accounted for on a combined basis as a forward agreement. The Update requires new and expanded disclosures that are effective for interim or annual reporting periods beginning after December 15, 2014, with certain requirements applicable for periods beginning after March 31, 2015. The adoption of this Update did not have a material impact on the Company's Condensed Consolidated Financial Statements.
FASB ASU 2015-14, Revenue from Contracts with Customers, was issued in August 2015 and defers the effective date of the above-mentioned ASU 2014-09 for certain entities. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is now permitted, but only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is a public business entity and will not early adopt as permitted in this Update. The Company is currently evaluating the impact that this Update will have on its Condensed Consolidated Financial Statements upon adoption.
FASB ASU 2015-14, Business Combinations (Topic 805), was issued in September 2015. Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the Update requires that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.  In addition, an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The Update did not have an impact on the Company's Condensed Consolidated Financial Statements as of September 30, 2015.

(2)
Investment Securities
The Company’s investment policy is designed primarily to provide and maintain liquidity, generate a favorable return on assets without incurring undue interest rate and credit risk, and complement the Bank’s lending activities. Securities are classified as either available for sale or held to maturity when acquired.

11


(a) Securities by Type and Maturity
The amortized cost, gross unrealized gains, gross unrealized losses and fair values of investment securities available for sale at the dates indicated were as follows:
 
Securities Available for Sale
 
September 30, 2015
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 
(In thousands)
U.S. Treasury and U.S. Government-sponsored agencies
$
15,115

 
$
47

 
$

 
$
15,162

Municipal securities
186,239

 
3,797

 
(267
)
 
189,769

Mortgage backed securities and collateralized mortgage obligations-residential:
 
 
 
 
 
 
 
U.S. Government-sponsored agencies
482,771

 
5,000

 
(807
)
 
486,964

Corporate obligations
9,283

 

 
(67
)
 
9,216

Mutual funds and other equities
1,965

 
17

 

 
1,982

Total
$
695,373

 
$
8,861

 
$
(1,141
)
 
$
703,093

 
Securities Available for Sale
 
December 31, 2014
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 
(In thousands)
U.S. Treasury and U.S. Government-sponsored agencies
$
21,414

 
$
44

 
$
(31
)
 
$
21,427

Municipal securities
170,082

 
3,139

 
(184
)
 
173,037

Mortgage backed securities and collateralized mortgage obligations-residential:
 
 
 
 
 
 
 
U.S. Government-sponsored agencies
539,859

 
4,015

 
(1,475
)
 
542,399

Corporate obligations
4,034

 

 
(24
)
 
4,010

Mutual funds and other equities
1,956

 
17

 

 
1,973

Total
$
737,345

 
$
7,215

 
$
(1,714
)
 
$
742,846


The amortized cost, gross unrecognized gains, gross unrecognized losses and fair values of investment securities held to maturity at the dates indicated were as follows:
 
Securities Held to Maturity
 
September 30, 2015
 
Amortized
Cost
 
Gross
Unrecognized
Gains
 
Gross
Unrecognized
Losses
 
Fair
Value
 
(In thousands)
U.S. Treasury and U.S. Government-sponsored agencies
$
1,578

 
$
169

 
$

 
$
1,747

Municipal securities
21,362

 
619

 

 
21,981

Mortgage backed securities and collateralized mortgage obligations-residential:
 
 
 
 
 
 
 
U.S. Government-sponsored agencies
9,892

 
454

 
(51
)
 
10,295

Total
$
32,832

 
$
1,242

 
$
(51
)
 
$
34,023


12


 
Securities Held to Maturity
 
December 31, 2014
 
Amortized
Cost
 
Gross
Unrecognized
Gains
 
Gross
Unrecognized
Losses
 
Fair
Value
 
(In thousands)
U.S. Treasury and U.S. Government-sponsored agencies
$
1,591

 
$
167

 
$

 
$
1,758

Municipal securities
22,486

 
643

 
(11
)
 
23,118

Mortgage backed securities and collateralized mortgage obligations-residential:
 
 
 
 
 
 
 
U.S. Government-sponsored agencies
10,866

 
364

 
(74
)
 
11,156

Private residential collateralized mortgage obligations
871

 
75

 
(104
)
 
842

Total
$
35,814

 
$
1,249

 
$
(189
)
 
$
36,874

There were no securities classified as trading at September 30, 2015 or December 31, 2014.
The amortized cost and fair value of securities at September 30, 2015, by contractual maturity, are set forth below. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
 
Securities Available for Sale
 
Securities Held to Maturity
 
Amortized
Cost
 
Fair Value
 
Amortized
Cost
 
Fair Value
 
(In thousands)
Due in one year or less
$
3,527

 
$
3,534

 
$
2,980

 
$
2,989

Due after one year through three years
20,512

 
20,637

 
3,617

 
3,662

Due after three years through five years
41,714

 
42,327

 
6,747

 
7,066

Due after five years through ten years
159,618

 
162,025

 
16,370

 
17,168

Due after ten years
468,037

 
472,588

 
3,118

 
3,138

Investment securities with no stated maturities
1,965

 
1,982

 

 

Total
$
695,373

 
$
703,093

 
$
32,832

 
$
34,023

(b) Unrealized Losses and Other-Than-Temporary Impairments
Available for sale investment securities with unrealized losses as of September 30, 2015 and December 31, 2014 were as follows:
 
Securities Available for Sale
 
September 30, 2015
 
Less than 12 Months
 
12 Months or
Longer
 
Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
(In thousands)
Municipal securities
$
30,047

 
$
(260
)
 
$
923

 
$
(7
)
 
$
30,970

 
$
(267
)
Mortgage backed securities and collateralized mortgage obligations-residential:
 
 
 
 
 
 
 
 
 
 
 
U.S. Government-sponsored agencies
56,641

 
(255
)
 
49,605

 
(552
)
 
106,246

 
(807
)
Corporate obligations
8,221

 
(54
)
 
995

 
(13
)
 
9,216

 
(67
)
Total
$
94,909

 
$
(569
)
 
$
51,523

 
$
(572
)
 
$
146,432

 
$
(1,141
)

13


 
Securities Available for Sale
 
December 31, 2014
 
Less than 12 Months
 
12 Months or
Longer
 
Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
(In thousands)
U.S. Treasury and U.S. Government-sponsored agencies
$
3,567

 
$
(31
)
 
$

 
$

 
$
3,567

 
$
(31
)
Municipal securities
25,176

 
(184
)
 

 

 
25,176

 
(184
)
Mortgage backed securities and collateralized mortgage obligations-residential:
 
 
 
 
 
 
 
 
 
 
 
U.S. Government-sponsored agencies
182,970

 
(1,475
)
 

 

 
182,970

 
(1,475
)
Corporate obligations
2,119

 
(24
)
 

 

 
2,119

 
(24
)
Total
$
213,832

 
$
(1,714
)
 
$

 
$

 
$
213,832

 
$
(1,714
)

Held to maturity investment securities with unrecognized losses as of September 30, 2015 and December 31, 2014 were as follows:
 
Securities Held to Maturity
 
September 30, 2015
 
Less than 12
Months
 
12 Months or
Longer
 
Total
 
Fair
Value
 
Unrecognized
Losses
 
Fair
Value
 
Unrecognized
Losses
 
Fair
Value
 
Unrecognized
Losses
 
(In thousands)
Mortgage backed securities and collateralized mortgage obligations-residential:
 
 
 
 
 
 
 
 
 
 
 
U.S. Government-sponsored agencies
$

 
$

 
$
2,028

 
$
(51
)
 
$
2,028

 
$
(51
)
Total
$

 
$

 
$
2,028

 
$
(51
)
 
$
2,028

 
$
(51
)

 
Securities Held to Maturity
 
December 31, 2014
 
Less than 12
Months
 
12 Months or
Longer
 
Total
 
Fair
Value
 
Unrecognized
Losses
 
Fair
Value
 
Unrecognized
Losses
 
Fair
Value
 
Unrecognized
Losses
 
(In thousands)
Municipal securities
$
2,196

 
$
(11
)
 
$

 
$

 
$
2,196

 
$
(11
)
Mortgage backed securities and collateralized mortgage obligations-residential:
 
 
 
 
 
 
 
 
 
 
 
U.S. Government-sponsored agencies
2,553

 
(74
)
 

 

 
2,553

 
(74
)
Private residential collateralized mortgage obligations
558

 
(104
)
 

 

 
558

 
(104
)
Total
$
5,307

 
$
(189
)
 
$

 
$

 
$
5,307

 
$
(189
)

14


The Company has evaluated these securities and has determined that the decline in their value is temporary. The unrealized losses are primarily due to increases in market interest rates and larger spreads in the market for mortgage-related products. The fair value of these securities is expected to recover as the securities approach their maturity date and/or as the pricing spreads narrow on mortgage-related securities. The Company has the ability and intent to hold the investments until recovery of the market value which may be the maturity date of the securities.
During the nine months ended September 30, 2015, the Company sold its entire portfolio of private residential collateralized mortgage obligations with a carrying value of $829,000, all of which were classified as held-to-maturity. Since acquisition, these securities had been downgraded below the Company's acceptable investment grades. As a result of these downgrades and the effects on the risk-weighting of sub-investment grade securities based on the final rule effective in July 2013 of the Federal banking regulators' capital adequacy standards of the Basel Committee on Banking Supervision, commonly called "Basel III", the Company's intent to hold these securities changed and management elected to divest of its interest in the downgraded securities. The Company recorded a realized loss of $125,000 on this sale during the nine months ended September 30, 2015. The Company's intent and ability to hold the remaining held-to-maturity securities was not impacted by this sale.
Prior to the above mentioned sale of the private residential collateralized mortgage obligations, to analyze the unrealized losses, the Company estimated expected future cash flows of these investments by estimating the expected future cash flows of the underlying collateral and applying those collateral cash flows, together with any credit enhancements such as subordinated interests owned by third parties, to the security. The expected future cash flows of the underlying collateral were determined using the remaining contractual cash flows adjusted for future expected credit losses (which considers current delinquencies and nonperforming assets, future expected default rates and collateral value by vintage and geographic region) and prepayments. The expected cash flows of the security were then discounted at the interest rate used to recognize interest income on the security to arrive at a present value amount. The average prepayment rate and average discount rate used in the valuation of the present value as of September 30, 2014 were 6.0% and 9.4%, respectively.
For the nine months ended September 30, 2015, there were no investment securities determined to be other-than-temporarily impaired and the Company recorded no unrealized losses for the nine months ended September 30, 2015 in earnings or other comprehensive income. In comparison, for the nine months ended September 30, 2014, there were four private residential collateralized mortgage obligations determined to be other-than-temporarily impaired. All unrealized losses for the three and nine months ended September 30, 2014 were deemed to be credit related, and the Company recorded the impairment in earnings.
The following table summarizes activity for the nine months ended September 30, 2014 related to the amount of impairments on held to maturity securities. There were no initial or subsequent impairments recorded during the nine months ended September 30, 2015.
 
Life-to-Date Gross Other-Than-Temporary Impairments (1)
 
Life-to-Date Other-Than-Temporary Impairments Included in Other Comprehensive Income
 
Life-to-Date Net
Other-Than-Temporary Impairments Included in Earnings
 
(In thousands)
December 31, 2013
$
2,603

 
$
1,152

 
$
1,451

Subsequent impairments
45

 

 
45

September 30, 2014
$
2,648

 
$
1,152

 
$
1,496

(1) Life-to-date gross other-than-temporary impairments disclosed in this table are not reflective of subsequent recoveries, if any. As of September 30, 2015, the Company had no securities with other-than-temporary impairments because all such securities were sold as of September 30, 2015.

15


(c) Pledged Securities
The following table summarizes the amortized cost and fair value of available for sale and held to maturity securities that are pledged as collateral for the following obligations at September 30, 2015 and December 31, 2014:
 
September 30, 2015
 
December 31, 2014
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
(In thousands)
Washington and Oregon state to secure public deposits
$
218,478

 
$
222,564

 
$
150,507

 
$
153,785

Federal Reserve Bank of San Francisco and Federal Home Loan Bank to secure borrowing arrangements
509

 
510

 
4,430

 
4,460

Repurchase agreements
29,712

 
30,111

 
43,676

 
44,457

Other securities pledged
2,136

 
2,173

 
14,828

 
14,922

Total
$
250,835

 
$
255,358

 
$
213,441

 
$
217,624


At September 30, 2015 and December 31, 2014, the total carrying value of pledged securities was $254.2 million and $216.7 million, respectively.

(3)
Loans Receivable
The Company originates loans in the ordinary course of business and has also acquired loans through FDIC-assisted and open bank transactions.
Loans acquired in a business combination may be further classified as “purchased” loans. Loans purchased with evidence of credit deterioration since origination for which it is probable that not all contractually required payments will be collected are accounted for under FASB Accounting Standards Codification ("ASC") 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. These loans are identified as “purchased credit impaired” ("PCI") loans. Loans purchased that are not accounted for under FASB ASC 310-30 are accounted for under FASB ASC 310-20, Receivables—Nonrefundable Fees and Other Costs and are referred to as "non-PCI" loans.
On August 4, 2015, the Company signed an agreement with the FDIC to terminate the shared-loss agreements. As a result, the Company eliminated the designation of "covered" and "noncovered" loans from current and all prior periods. All loans, including purchased loans, are included in the "loans receivable" classification. For additional information on the termination agreement with the FDIC, see Note (5) FDIC Indemnification Asset.
(a) Loan Origination/Risk Management
The Company categorizes loans in one of the four segments of the total loan portfolio: commercial business, one-to-four family residential, real estate construction and land development and consumer. Within these segments are classes of loans to which management monitors and assesses credit risk in the loan portfolios. The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies, and nonperforming and potential problem loans. The Company also conducts internal loan reviews and validates the credit risk assessment on a periodic basis and presents the results of these reviews to management. The loan review process complements and reinforces the risk identification and assessment decisions made by loan officers and credit personnel, as well as the Company’s policies and procedures.
A discussion of the risk characteristics of each loan portfolio segment is as follows:
Commercial Business:
There are three significant classes of loans in the commercial portfolio segment: commercial and industrial loans, owner-occupied commercial real estate and non-owner occupied commercial real estate. The owner and non-owner occupied commercial real estate are both considered commercial real estate loans. As the commercial and industrial loans carry different risk characteristics than the commercial real estate loans, they are discussed separately below.
Commercial and industrial. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial and

16


industrial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may include a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.
Commercial real estate. The Company originates commercial real estate loans within its primary market areas. These loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate involves more risk than other classes of loans in that the lending typically involves higher loan principal amounts, and payments on loans secured by real estate properties are dependent on successful operation and management of the properties. Repayment of these loans may be more adversely affected by conditions in the real estate market or the economy. Owner-occupied commercial real estate loans are generally of lower credit risk than non-owner occupied commercial real estate loans as the borrowers' businesses are likely dependent on the properties.
One-to-Four Family Residential:
The majority of the Company’s one-to-four family residential loans are secured by single-family residences located in its primary market areas. The Company’s underwriting standards require that single-family portfolio loans generally are owner-occupied and do not exceed 80% of the lower of appraised value at origination or cost of the underlying collateral. Terms of maturity typically range from 15 to 30 years. Historically, the Company sold most single-family loans in the secondary market and retained a smaller portion in its loan portfolio. From the second quarter of 2013 until May 1, 2014, the Company only originated single-family loans for its loan portfolio. As a result of the Washington Banking Merger, since May 1, 2014 the Company is originating and selling a majority of its single-family mortgages.
Real Estate Construction and Land Development:
The Company originates construction loans for one-to-four family residential and for five or more family residential and commercial properties. The one-to-four family residential construction loans generally include construction of custom homes whereby the home buyer is the borrower. The Company also provides financing to builders for the construction of pre-sold homes and, in selected cases, to builders for the construction of speculative residential property. Substantially all construction loans are short-term in nature and priced with variable rates of interest. Construction lending can involve a higher level of risk than other types of lending because funds are advanced partially based upon the value of the project, which is uncertain prior to the project’s completion. Because of the uncertainties inherent in estimating construction costs as well as the market value of a completed project and the effects of governmental regulation of real property, the Company’s estimates with regard to the total funds required to complete a project and the related loan-to-value ratio may vary from actual results. As a result, construction loans often involve the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project and the ability of the borrower to sell or lease the property or refinance the indebtedness. If the Company’s estimate of the value of a project at completion proves to be overstated, it may have inadequate security for repayment of the loan and may incur a loss if the borrower does not repay the loan. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being dependent upon successful completion of the construction project, interest rate changes, government regulation of real property, general economic conditions and the availability of long-term financing.
Consumer:
The Company originates consumer loans and lines of credit that are both secured and unsecured. The underwriting process for these loans ensures a qualifying primary and secondary source of repayment. Underwriting standards for home equity loans are significantly influenced by statutory requirements, which include, but are not limited to, a maximum loan-to-value percentage of 80%, collection remedies, the number of such loans a borrower can have at one time and documentation requirements. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed. The majority of consumer loans are for relatively small amounts disbursed among many individual borrowers which reduces the credit risk for this type of loan. To further reduce the risk, trend reports are reviewed by management on a regular basis.
As a result of the Washington Banking Merger, the Company began originating indirect consumer loans. These loans are for new and used automobile and recreational vehicles that are originated indirectly by selected dealers located in the Company's market areas. The Company has limited its purchase of indirect loans primarily to dealerships that are established and well known in their market areas and to applicants that are not classified as sub-prime.

17


Loans receivable at September 30, 2015 and December 31, 2014 consisted of the following portfolio segments and classes:
 
September 30, 2015
 
December 31, 2014
 
(In thousands)
Commercial business:
 
 
 
Commercial and industrial
$
618,390

 
$
570,453

Owner-occupied commercial real estate
603,372

 
594,986

Non-owner occupied commercial real estate
703,771

 
643,636

Total commercial business
1,925,533

 
1,809,075

One-to-four family residential
70,577

 
69,530

Real estate construction and land development:
 
 
 
One-to-four family residential
49,745

 
49,195

Five or more family residential and commercial properties
73,328

 
64,920

Total real estate construction and land development
123,073

 
114,115

Consumer
284,541

 
259,294

Gross loans receivable
2,403,724

 
2,252,014

Net deferred loan costs (fees)
320

 
(937
)
 Loans receivable, net
2,404,044

 
2,251,077

Allowance for loan losses
(29,004
)
 
(27,729
)
 Total loans receivable, net
$
2,375,040

 
$
2,223,348

(b) Concentrations of Credit
Most of the Company’s lending activity occurs within Washington State, and to a lesser extent Oregon. The Company’s primary market areas are concentrated along the I-5 corridor from Whatcom County to Clark County in Washington State and Multnomah County in Oregon, as well as other contiguous markets. The Washington Banking Merger allowed the expansion of the Company's market area north of Seattle, Washington to the Canadian border. The majority of the Company’s loan portfolio consists of (in order of balances at September 30, 2015) non-owner occupied commercial real estate, commercial and industrial and owner-occupied commercial real estate. As of September 30, 2015 and December 31, 2014, there were no concentrations of loans related to any single industry in excess of 10% of the Company’s total loans.
(c) Credit Quality Indicators
As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the risk grade of the loans, (ii) the level of classified loans, (iii) net charge-offs, (iv) nonperforming loans, and (v) the general economic conditions of the United States of America, and specifically the states of Washington and Oregon. The Company utilizes a risk grading matrix to assign a risk grade to each of its loans. Loans are graded on a scale of 0 to 10. A description of the general characteristics of the risk grades is as follows:
Grades 0 to 5: These grades are considered “pass grade” and include loans with negligible to above average but acceptable risk. These borrowers generally have strong to acceptable capital levels and consistent earnings and debt service capacity. Loans with the higher grades within the “pass” category may include borrowers who are experiencing unusual operating difficulties, but have acceptable payment performance to date. Increased monitoring of financials and/or collateral may be appropriate. Loans with this grade show no immediate loss exposure.
Grade 6: This grade includes "Watch" loans and is considered a “pass grade”. The grade is intended to be utilized on a temporary basis for pass grade borrowers where a potentially significant risk-modifying action is anticipated in the near term.
Grade 7: This grade includes “Other Assets Especially Mentioned” (“OAEM”) loans in accordance with regulatory guidelines, and is intended to highlight loans with elevated risks. Loans with this grade show signs of deteriorating profits and capital, and the borrower might not be strong enough to sustain

18


a major setback. The borrower is typically higher than normally leveraged, and outside support might be modest and likely illiquid. The loan is at risk of further decline unless active measures are taken to correct the situation.
Grade 8: This grade includes “Substandard” loans in accordance with regulatory guidelines, which the Company has determined have a high credit risk. These loans also have well-defined weaknesses which make payment default or principal exposure likely, but not yet certain. The borrower may have shown serious negative trends in financial ratios and performance. Such loans may be dependent upon collateral liquidation, a secondary source of repayment or an event outside of the normal course of business. Loans with this grade can be placed on accrual or nonaccrual status based on the Company’s accrual policy.
Grade 9: This grade includes “Doubtful” loans in accordance with regulatory guidelines, and the Company has determined these loans to have excessive credit risk. Such loans are placed on nonaccrual status and may be dependent upon collateral having a value that is difficult to determine or upon some near-term event which lacks certainty. Additionally, these loans generally have a specific valuation allowance or have been partially charged-off for the amount considered uncollectible.
Grade 10: This grade includes “Loss” loans in accordance with regulatory guidelines, and the Company has determined these loans have the highest risk of loss. Such loans are charged-off or charged-down when payment is acknowledged to be uncertain or when the timing or value of payments cannot be determined. “Loss” is not intended to imply that the loan or some portion of it will never be paid, nor does it in any way imply that there has been a forgiveness of debt.
Numerical loan grades for all commercial business loans and real estate construction and land development loans are established at the origination of the loan. Prior to November 2014, one-to-four family residential loans and consumer loans (“non-commercial loans”) were not numerically graded at origination date as these loans were determined to be “pass graded” loans. A numeric grade was assigned to these non-commercial loans if subsequent to origination, the credit department evaluated the credit and determined it necessary to classify the loan. Subsequent to November 2014, non-commercial loans were designated a loan grade “4” at origination date to reflect a "pass grade". The Bank follows the FDIC’s Uniform Retail Credit Classification and Account Management Policy for subsequent classification in the event of payment delinquencies or default. Loan grades are reviewed on a quarterly basis, or more frequently if necessary, by the credit department. Typically, an individual loan grade will not be changed from the prior period unless there is a specific indication of credit deterioration or improvement. Credit deterioration is evidenced by delinquency, direct communications with the borrower, or other borrower information that becomes known to management. Credit improvements are evidenced by known facts regarding the borrower or the collateral property.
The loan grades relate to the likelihood of losses in that the higher the grade, the greater the loss potential. Loans with a pass grade may have some estimated inherent losses, but to a lesser extent than the other loan grades. The OAEM loan grade is transitory in that the Company is waiting on additional information to determine the likelihood and extent of the potential loss. The likelihood of loss for OAEM graded loans, however, is greater than Watch graded loans because there has been measurable credit deterioration. Loans with a Substandard grade are generally loans for which the Company has individually analyzed for potential impairment. For Doubtful and Loss graded loans, the Company is almost certain of the losses, and the unpaid principal balances are generally charged-off to the realizable value.

19


The following tables present the balance of the loans receivable by credit quality indicator as of September 30, 2015 and December 31, 2014.
 
September 30, 2015
 
Pass
 
OAEM
 
Substandard
 
Doubtful
 
Total
 
(In thousands)
Commercial business:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
584,337

 
$
9,906

 
$
23,839

 
$
308

 
$
618,390

Owner-occupied commercial real estate
571,283

 
11,955

 
19,878

 
256

 
603,372

Non-owner occupied commercial real estate
654,621

 
17,695

 
30,310

 
1,145

 
703,771

Total commercial business
1,810,241

 
39,556

 
74,027

 
1,709

 
1,925,533

One-to-four family residential
68,441

 

 
2,136

 

 
70,577

Real estate construction and land development:
 
 
 
 
 
 
 
 
 
One-to-four family residential
40,356

 
1,361

 
8,028

 

 
49,745

Five or more family residential and commercial properties
68,633

 

 
4,695

 

 
73,328

Total real estate construction and land development
108,989

 
1,361

 
12,723

 

 
123,073

Consumer
276,929

 
4

 
7,608

 

 
284,541

Gross loans receivable
$
2,264,600

 
$
40,921

 
$
96,494

 
$
1,709

 
$
2,403,724


 
December 31, 2014
 
Pass
 
OAEM
 
Substandard
 
Doubtful
 
Total
 
(In thousands)
Commercial business:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
520,780

 
$
14,618

 
$
32,491

 
$
2,564

 
$
570,453

Owner-occupied commercial real estate
536,591

 
27,903

 
30,145

 
347

 
594,986

Non-owner occupied commercial real estate
593,918

 
17,683

 
32,035

 

 
643,636

Total commercial business
1,651,289

 
60,204

 
94,671

 
2,911

 
1,809,075

One-to-four family residential
66,599

 
740

 
2,191

 

 
69,530

Real estate construction and land development:
 
 
 
 
 
 
 
 
 
One-to-four family residential
36,534

 
3,977

 
8,684

 

 
49,195

Five or more family residential and commercial properties
58,783

 

 
6,137

 

 
64,920

Total real estate construction and land development
95,317

 
3,977

 
14,821

 

 
114,115

Consumer
249,866

 

 
9,428

 

 
259,294

Gross loans receivable
$
2,063,071

 
$
64,921

 
$
121,111

 
$
2,911

 
$
2,252,014


Potential problem loans are loans classified as OAEM, Substandard, Doubtful and Loss that are currently accruing interest and are not considered impaired, but which management is monitoring because the financial information of the borrower causes concern as to their ability to meet their loan repayment terms. Potential problem loans also include PCI loans as these loans continue to accrete loan discounts established at acquisition based on the guidance of ASC 310-30. Potential problem loans as of September 30, 2015 and December 31, 2014 were $113.3 million and $162.9 million, respectively. The balance of potential problem loans guaranteed by a governmental agency, which guarantee reduces the Company's credit exposure, was $920,000 and $2.0 million as of September 30, 2015 and December 31, 2014, respectively.

20


(d) Nonaccrual Loans
Nonaccrual loans, segregated by segments and classes of loans, were as follows as of September 30, 2015 and December 31, 2014:
 
September 30, 2015
 
December 31, 2014
 
(In thousands)
Commercial business:
 
 
 
Commercial and industrial
$
4,387

 
$
5,784

Owner-occupied commercial real estate
2,806

 
2,295

Non-owner occupied commercial real estate

 
517

Total commercial business
7,193

 
8,596

One-to-four family residential
40

 

Real estate construction and land development:
 
 
 
One-to-four family residential
2,612

 
2,831

Total real estate construction and land development
2,612

 
2,831

Consumer
62

 
145

Gross nonaccrual loans
$
9,907

 
$
11,572

The Company had $1.4 million and $1.6 million of nonaccrual loans guaranteed by governmental agencies at September 30, 2015 and December 31, 2014, respectively.
PCI loans are not included in the nonaccrual loan table above because these loans are accounted for under ASC 310-30, which provides that accretable yield is calculated based on a loan's expected cash flow even if the loan is not performing under its conventional terms.
(e) Past due loans
The Company performs an aging analysis of past due loans using the categories of 30-89 days past due and 90 or more days past due. This policy is consistent with regulatory reporting requirements.

21


The balances of past due loans, segregated by segments and classes of loans, as of September 30, 2015 and December 31, 2014 were as follows:
 
September 30, 2015
 
30-89 Days
 
90 Days or
Greater
 
Total Past 
Due
 
Current
 
Total
 
90 Days or More
and  Still
Accruing (1)
 
(In thousands)
Commercial business:
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
1,789

 
$
1,789

 
$
3,578

 
$
614,812

 
$
618,390

 
$

Owner-occupied commercial real estate
1,806

 
2,244

 
4,050

 
599,322

 
603,372

 

Non-owner occupied commercial real estate
1,664

 
183

 
1,847

 
701,924

 
703,771

 

Total commercial business
5,259

 
4,216

 
9,475

 
1,916,058

 
1,925,533

 

One-to-four family residential

 

 

 
70,577

 
70,577

 

Real estate construction and land development:
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
636

 
2,350

 
2,986

 
46,759

 
49,745

 

Five or more family residential and commercial properties
415

 
42

 
457

 
72,871

 
73,328

 

Total real estate construction and land development
1,051

 
2,392

 
3,443

 
119,630

 
123,073

 

Consumer
1,966

 
159

 
2,125

 
282,416

 
284,541

 

Gross loans receivable
$
8,276

 
$
6,767

 
$
15,043

 
$
2,388,681

 
$
2,403,724

 
$

(1) Excludes PCI loans.
 
December 31, 2014
 
30-89 Days
 
90 Days or
Greater
 
Total Past 
Due
 
Current
 
Total
 
90 Days or More
and  Still
Accruing (1)
 
(In thousands)
Commercial business:
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
4,765

 
$
3,125

 
$
7,890

 
$
562,563

 
$
570,453

 
$

Owner-occupied commercial real estate
1,683

 
2,780

 
4,463

 
590,523

 
594,986

 

Non-owner occupied commercial real estate
1,826

 
531

 
2,357

 
641,279

 
643,636

 

Total commercial business
8,274

 
6,436

 
14,710

 
1,794,365

 
1,809,075

 

One-to-four family residential
312

 

 
312

 
69,218

 
69,530

 

Real estate construction and land development:
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
240

 
2,225

 
2,465

 
46,730

 
49,195

 

Five or more family residential and commercial properties

 
596

 
596

 
64,324

 
64,920

 

Total real estate construction and land development
240

 
2,821

 
3,061

 
111,054

 
114,115

 

Consumer
2,676

 
852

 
3,528

 
255,766

 
259,294

 

Gross loans receivable
$
11,502

 
$
10,109

 
$
21,611

 
$
2,230,403

 
$
2,252,014

 
$

(1) Excludes PCI loans.


22



(f) Impaired loans
Impaired loans include nonaccrual loans and performing troubled debt restructured loans ("TDRs"). The table below excludes $11.7 million and $10.4 million, respectively, as of September 30, 2015 and December 31, 2014, of certain performing TDR loans classified as PCI loans. The majority of these loans have remaining fair value discounts compared to outstanding principal balances and may not have further impairment. The balance of impaired loans as of September 30, 2015 and December 31, 2014 are set forth in the following tables.
 
September 30, 2015
 
Recorded
Investment With
No Specific
Valuation
Allowance
 
Recorded
Investment With
Specific
Valuation
Allowance
 
Total
Recorded
Investment
 
Unpaid
Contractual
Principal
Balance
 
Related
Specific
Valuation
Allowance
 
(In thousands)
Commercial business:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
1,168

 
$
7,675

 
$
8,843

 
$
10,953

 
$
943

Owner-occupied commercial real estate

 
5,150

 
5,150

 
5,233

 
1,016

Non-owner occupied commercial real estate
3,720

 
6,854

 
10,574

 
10,581

 
968

Total commercial business
4,888

 
19,679

 
24,567

 
26,767

 
2,927

One-to-four family residential

 
277

 
277

 
278

 
86

Real estate construction and land development:
 
 
 
 
 
 
 
 
 
One-to-four family residential
2,549

 
1,150

 
3,699

 
4,327

 
39

Five or more family residential and commercial properties

 
1,984

 
1,984

 
1,984

 
196

Total real estate construction and land development
2,549

 
3,134

 
5,683

 
6,311

 
235

Consumer

 
164

 
164

 
168

 
32

Total
$
7,437

 
$
23,254

 
$
30,691

 
$
33,524

 
$
3,280

 
December 31, 2014
 
Recorded
Investment With
No Specific
Valuation
Allowance
 
Recorded
Investment With
Specific
Valuation
Allowance
 
Total
Recorded
Investment
 
Unpaid
Contractual
Principal
Balance
 
Related
Specific
Valuation
Allowance
 
(In thousands)
Commercial business:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
3,374

 
$
8,000

 
$
11,374

 
$
13,045

 
$
1,334

Owner-occupied commercial real estate
360

 
3,553

 
3,913

 
3,937

 
979

Non-owner occupied commercial real estate
2,459

 
5,270

 
7,729

 
7,719

 
531

Total commercial business
6,193

 
16,823

 
23,016

 
24,701

 
2,844

One-to-four family residential

 
245

 
245

 
245

 
75

Real estate construction and land development:
 
 
 
 
 
 
 
 
 
One-to-four family residential
2,307

 
2,396

 
4,703

 
5,146

 
447

Five or more family residential and commercial properties

 
2,056

 
2,056

 
2,056

 
234

Total real estate construction and land development
2,307

 
4,452

 
6,759

 
7,202

 
681

Consumer
33

 
178

 
211

 
216

 
58

Total
$
8,533

 
$
21,698

 
$
30,231

 
$
32,364

 
$
3,658



23


The Company had governmental guarantees of $1.8 million and $2.4 million related to the impaired loan balances at September 30, 2015 and December 31, 2014, respectively.
The average recorded investment of impaired loans for the three and nine months ended September 30, 2015 and 2014 are set forth in the following table.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Commercial business:
 
 
 
 
 
 
 
Commercial and industrial
$
8,692

 
$
15,296

 
$
10,776

 
$
15,115

Owner-occupied commercial real estate
4,882

 
3,811

 
4,151

 
3,500

Non-owner occupied commercial real estate
10,256

 
8,525

 
8,893

 
7,960

Total commercial business
23,830

 
27,632

 
23,820

 
26,575

One-to-four family residential
259

 
573

 
315

 
692

Real estate construction and land development:
 
 
 
 
 
 
 
One-to-four family residential
3,639

 
5,689

 
4,312

 
5,640

Five or more family residential and commercial properties
1,997

 
2,091

 
2,032

 
2,178

Total real estate construction and land development
5,636

 
7,780

 
6,344

 
7,818

Consumer
159

 
970

 
329

 
930

Total
$
29,884

 
$
36,955

 
$
30,808

 
$
36,015

For the three and nine months ended September 30, 2015 and 2014, no interest income was recognized subsequent to a loan’s classification as nonaccrual. For the three months ended September 30, 2015 and 2014, the Bank recorded $278,000 and $188,000, respectively, of interest income related to performing TDR loans. For the nine months ended September 30, 2015 and 2014, the Bank recorded $905,000 and $721,000, respectively, of interest income related to performing TDR loans.
(g) Troubled Debt Restructured Loans
A troubled debt restructured loan is a restructuring in which the Bank, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that it would not otherwise consider. TDRs are considered impaired and are separately measured for impairment under FASB ASC 310-10-35, "Receivables - Overall - Subsequent Measurement," whether on accrual ("performing") or nonaccrual ("nonperforming") status.
The majority of the Bank’s TDR loans are a result of granting extensions of maturity on troubled credits which have already been adversely classified. The Bank grants such extensions to reassess the borrower’s financial status and to develop a plan for repayment. Certain modifications with extensions also include interest rate reductions, which is the second most prevalent concession. Certain TDRs were additionally re-amortized over a longer period of time. The Bank also advanced funds to a troubled speculative home builder to complete established projects. These modifications would all be considered a concession for a borrower that could not obtain similar financing terms from another source other than from the Bank.
The financial effects of each modification will vary based on the specific restructure. For the majority of the Bank’s TDRs, the loans were interest-only with a balloon payment at maturity. If the interest rate is not adjusted and the modified terms are consistent with other similar credits being offered, the Bank may not experience any loss associated with the restructure. If, however, the restructure involves forbearance agreements or interest rate modifications, the Bank may not collect all the principal and interest based on the original contractual terms. The Bank estimates the necessary allowance for loan losses on TDRs using the same guidance as used for other impaired loans.

24


The recorded investment balance and related allowance for loan losses of performing and nonaccrual TDR loans as of September 30, 2015 and December 31, 2014 were as follows:
 
September 30, 2015
 
December 31, 2014
 
Performing
TDRs
 
Nonaccrual
TDRs
 
Performing
TDRs
 
Nonaccrual
TDRs
 
(In thousands)
TDR loans
$
32,460

 
$
6,639

 
$
29,053

 
$
7,256

Allowance for loan losses on TDR loans
2,033

 
655

 
1,908

 
1,035


The unfunded commitment to borrowers related to TDRs was $585,000 and $1.8 million at September 30, 2015 and December 31, 2014, respectively.
Loans that were modified as TDRs during the three and nine months ended September 30, 2015 and 2014 are set forth in the following tables:
 
Three Months Ended September 30,
 
2015
 
2014
 
Number of
Contracts
(1)
 
Outstanding
Principal Balance 
(1)(2)
 
Number of
Contracts
(1)
 
Outstanding
Principal Balance 
(1)(2)
 
(Dollars in thousands)
Commercial business:
 
 
 
 
 
 
 
Commercial and industrial
10

 
$
3,598

 
16

 
$
3,108

Owner-occupied commercial real estate
2

 
1,102

 
1

 
180

Non-owner occupied commercial real estate
1

 
1,082

 

 

Total commercial business
13

 
5,782

 
17

 
3,288

One-to-four family residential
0

 

 

 

Real estate construction and land development:
 
 
 
 
 
 
 
One-to-four family residential
2

 
1,087

 
4

 
1,223

Total real estate construction and land development
2

 
1,087

 
4

 
1,223

Consumer

 

 
1

 
68

Total TDR loans
15

 
$
6,869

 
22

 
$
4,579



25


 
Nine Months Ended September 30,
 
2015
 
2014
 
Number of
Contracts
(1)
 
Outstanding
Principal Balance 
(1)(2)
 
Number of
Contracts
(1)
 
Outstanding
Principal Balance 
(1)(2)
 
(Dollars in thousands)
Commercial business:
 
 
 
 
 
 
 
Commercial and industrial
29

 
$
6,443

 
20

 
$
7,730

Owner-occupied commercial real estate
7

 
2,201

 
2

 
523

Non-owner occupied commercial real estate
6

 
15,634

 
2

 
1,020

Total commercial business
42

 
24,278

 
24

 
9,273

Real estate construction and land development:
 
 
 
 
 
 
 
One-to-four family residential
6

 
2,681

 
5

 
1,406

Five or more family residential and commercial properties
1

 
415

 

 

Total real estate construction and land development
7

 
3,096

 
5

 
1,406

Consumer
2

 
144

 
4

 
284

Total TDR loans
51

 
$
27,518

 
33

 
$
10,963

(1)
Number of contracts and outstanding principal balance represent loans which have balances as of period end as certain loans may have been paid-down or charged-off during the three and nine months ended September 30, 2015 and 2014.
(2)
Includes subsequent payments after modifications and reflects the balance as of period end. As the Bank did not forgive any principal or interest balance as part of the loan modification, the Bank’s recorded investment in each loan at the date of modification (pre-modification) did not change as a result of the modification (post-modification), except when the modification was the initial advance on a one-to-four family residential real estate construction and land development loan under a master guidance line. There were no advances on these types of loans during the three and nine months ended September 30, 2015 and the three months ended September 30, 2014. During the nine months ended September 30, 2014, the Company's initial advance at the time of modification on these construction loans totaled $45,000 and the total commitment amount was $190,000.
Of the 15 loans modified during the three months ended September 30, 2015, and the 51 loans modified during the nine months ended September 30, 2015, six loans with a total outstanding principal balance of $2.3 million had no prior modifications. The remaining loans included in the tables above for the three and nine months ended September 30, 2015 were previously reported as TDRs. The Bank typically grants shorter extension periods to continually monitor the troubled credits despite the fact that the extended date might not be the date the Bank expects the cash flow. The Company does not consider these modifications a subsequent default of a TDR as new loan terms, specifically maturity dates, were granted. The potential losses related to these loans would have been considered in the period the loan was first reported as a TDR and adjusted, as necessary, in the current periods based on more recent information. The related specific valuation allowance at September 30, 2015 for loans that were modified as TDRs during the three and nine months ended September 30, 2015 was $416,000 and $1.6 million, respectively.
The loans modified during the previous twelve months ended September 30, 2015 and 2014 that subsequently defaulted during the three and nine months ended September 30, 2015 and 2014 are included in the following tables:
 
Three Months Ended September 30,
 
2015
 
2014
 
Number of
Contracts
 
Outstanding
Principal 
Balance
 
Number of
Contracts
 
Outstanding
Principal 
Balance
 
(Dollars in thousands)
Commercial business:
 
 
 
 
 
 
 
Commercial and industrial
1

 
$
98

 
3
 
$
775

Non-owner occupied commercial real estate

 

 
2
 
77

Total commercial business
1

 
98

 
5
 
852

Total
1

 
$
98

 
5
 
$
852


26


 
Nine Months Ended September 30,
 
2015
 
2014
 
Number of
Contracts
 
Outstanding
Principal 
Balance
 
Number of
Contracts
 
Outstanding
Principal 
Balance
 
(Dollars in thousands)
Commercial business:
 
 
 
 
 
 
 
Commercial and industrial
2

 
$
1,858

 
3
 
$
775

Non-owner occupied commercial real estate

 

 
2
 
77

Total commercial business
2

 
1,858

 
5
 
852

Total
2

 
$
1,858

 
5
 
$
852

There was one commercial and industrial loan of $1.8 million at September 30, 2015 that was modified during the previous twelve months and subsequently defaulted during the nine months ended September 30, 2015 because the borrower did not make specific curtailment, or additional, payments on the the loan in prior periods, but for which the required payment was made during the three months ended September 30, 2015. All other loans included in the tables above for both periods defaulted as the loans were greater than 90 days past due. The Bank had a specific valuation allowance of $177,000 at September 30, 2015 related to the credits which defaulted during the nine months ended September 30, 2015.

(h) Purchased Credit Impaired Loans
The Company acquired PCI loans in the Washington Banking Merger and in previously completed acquisitions which are accounted for under FASB ASC 310-30. These previous acquisitions include the FDIC-assisted acquisitions of Cowlitz Bank ("Cowlitz") and Pierce Commercial Bank ("Pierce") on July 30, 2010 and November 8, 2010, respectively. In addition, the Company completed the acquisitions of Northwest Commercial Bank ("NCB") on January 9, 2013 and Valley Community Bancshares, Inc. ("Valley") on July 15, 2013.
The following table reflects the outstanding principal balance and recorded investment at September 30, 2015 and December 31, 2014 of the PCI loans:
 
September 30, 2015
 
December 31, 2014
 
Outstanding Principal
 
Recorded Investment
 
Outstanding Principal
 
Recorded Investment
 
(In thousands)
Commercial business:
 
 
 
 
 
 
 
Commercial and industrial
$
21,168

 
$
15,721

 
$
31,779

 
$
25,174

Owner-occupied commercial real estate
27,397

 
24,729

 
41,236

 
36,874

Non-owner occupied commercial real estate
32,227

 
30,960

 
33,291

 
31,442

Total commercial business
80,792

 
71,410

 
106,306

 
93,490

One-to-four family residential
5,456

 
5,149

 
6,106

 
5,713

Real estate construction and land development:
 
 
 
 
 
 
 
One-to-four family residential
7,256

 
4,379

 
8,559

 
5,531

Five or more family residential and commercial properties
3,104

 
3,231

 
4,861

 
4,765

Total real estate construction and land development
10,360

 
7,610

 
13,420

 
10,296

Consumer
6,914

 
7,989

 
8,928

 
9,772

Gross PCI loans
$
103,522

 
$
92,158

 
$
134,760

 
$
119,271

On the acquisition dates, the amount by which the undiscounted expected cash flows of the PCI loans exceeded the estimate fair value of the loan is the “accretable yield”. The accretable yield is then measured at each financial reporting date and represents the difference between the remaining undiscounted expected cash flows and the current carrying value of the PCI loans.

27


The following table summarizes the accretable yield on the PCI loans resulting from the Cowlitz, Pierce, NCB, and Valley acquisitions and the Washington Banking Merger for the three and nine months ended September 30, 2015 and 2014.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands)
Balance at the beginning of the period
 
$
18,731

 
$
27,320

 
$
21,092

 
$
17,249

Accretion
 
(1,661
)
 
(2,254
)
 
(5,399
)
 
(5,989
)
Disposal and other
 
22

 
(2,756
)
 
(2,382
)
 
(4,527
)
Change in accretable yield
 
1,586

 
723

 
5,367

 
16,300

Balance at the end of the period
 
$
18,678

 
$
23,033

 
$
18,678

 
$
23,033


(4)
Allowance for Loan Losses
The allowance for loan losses is maintained at a level deemed appropriate by management to provide for probable incurred credit losses in the loan portfolio. The allowance has three components, including a specific valuation allowance for impaired loans, a general allowance for non-impaired loans, and an allowance for PCI loans.
Prior to the termination of the FDIC shared-loss agreements on August 4, 2015 and when credit deterioration occurred subsequent to the acquisition dates, a provision for loan losses was charged to earnings for the full amount of the impairment without regard to the coverage of the FDIC shared-loss agreements for the once covered loans acquired in the Cowlitz acquisition and Washington Banking Merger (including Washington Banking's prior acquisitions of City Bank and North County Bank).

28


The following tables detail activity in the allowance for loan losses disaggregated by segment and class for the three and nine months ended September 30, 2015:
 
Balance at Beginning of Period
 
Charge-offs
 
Recoveries
 
Provision for Loan Losses
 
Balance at End of Period
 
(In thousands)
Three Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
Commercial business:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
9,891

 
$
(70
)
 
$
59

 
$
494

 
$
10,374

Owner-occupied commercial real estate
4,587

 

 

 
(296
)
 
4,291

Non-owner occupied commercial real estate
6,146

 

 

 
592

 
6,738

Total commercial business
20,624

 
(70
)
 
59

 
790

 
21,403

One-to-four family residential
1,271

 

 
12

 
(88
)
 
1,195

Real estate construction and land development:
 
 
 
 
 
 
 
 
 
One-to-four family residential
1,462

 

 

 
79

 
1,541

Five or more family residential and commercial properties
1,062

 

 

 
(20
)
 
1,042

Total real estate construction and land development
2,524

 

 

 
59

 
2,583

Consumer
3,167

 
(278
)
 
152

 
174

 
3,215

Unallocated
692

 

 

 
(84
)
 
608

Total
$
28,278

 
$
(348
)
 
$
223

 
$
851

 
$
29,004

 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
Commercial business:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
10,553

 
$
(1,392
)
 
$
447

 
$
766

 
$
10,374

Owner-occupied commercial real estate
4,095

 

 

 
196

 
4,291

Non-owner occupied commercial real estate
5,538

 
(188
)
 

 
1,388

 
6,738

Total commercial business
20,186

 
(1,580
)
 
447

 
2,350

 
21,403

One-to-four family residential
1,200

 

 
13

 
(18
)
 
1,195

Real estate construction and land development:
 
 
 
 
 
 
 
 
 
One-to-four family residential
1,786

 
(106
)
 
100

 
(239
)
 
1,541

Five or more family residential and commercial properties
972

 

 

 
70

 
1,042

Total real estate construction and land development
2,758

 
(106
)
 
100

 
(169
)
 
2,583

Consumer
2,769

 
(1,208
)
 
362

 
1,292

 
3,215

Unallocated
816

 

 

 
(208
)
 
608

Total
$
27,729

 
$
(2,894
)
 
$
922

 
$
3,247

 
$
29,004



29


The following table details the balance in the allowance for loan losses disaggregated on the basis of the Company's impairment method as of September 30, 2015.
 
Loans individually evaluated for impairment
 
Loans collectively evaluated for impairment
 
PCI loans
 
Total Allowance for Loan Losses
 
(In thousands)
Commercial business:
 
 
 
 
 
 
 
Commercial and industrial
$
943

 
$
6,711

 
$
2,720

 
$
10,374

Owner-occupied commercial real estate
1,016

 
1,780

 
1,495

 
4,291

Non-owner occupied commercial real estate
968

 
3,431

 
2,339

 
6,738

Total commercial business
2,927

 
11,922

 
6,554

 
21,403

One-to-four family residential
86

 
584

 
525

 
1,195

Real estate construction and land development:
 
 
 
 
 
 
 
One-to-four family residential
39

 
492

 
1,010

 
1,541

Five or more family residential and commercial properties
196

 
755

 
91

 
1,042

Total real estate construction and land development
235

 
1,247

 
1,101

 
2,583

Consumer
32

 
2,293

 
890

 
3,215

Unallocated

 
608

 

 
608

Total
$
3,280

 
$
16,654

 
$
9,070

 
$
29,004

The following table details the recorded investment balance of the loan receivables disaggregated on the basis of the Company’s impairment method as of September 30, 2015:
 
Loans individually evaluated for impairment
 
Loans collectively evaluated for impairment
 
PCI loans
 
Total Gross Loans Receivable
 
(In thousands)
Commercial business:
 
 
 
 
 
 
 
Commercial and industrial
$
8,843

 
$
593,826

 
$
15,721

 
$
618,390

Owner-occupied commercial real estate
5,150

 
573,493

 
24,729

 
603,372

Non-owner occupied commercial real estate
10,574

 
662,237

 
30,960

 
703,771

Total commercial business
24,567

 
1,829,556

 
71,410

 
1,925,533

One-to-four family residential
277

 
65,151

 
5,149

 
70,577

Real estate construction and land development:
 
 
 
 
 
 
 
One-to-four family residential
3,699

 
41,667

 
4,379

 
49,745

Five or more family residential and commercial properties
1,984

 
68,113

 
3,231

 
73,328

Total real estate construction and land development
5,683

 
109,780

 
7,610

 
123,073

Consumer
164

 
276,388

 
7,989

 
284,541

Total
$
30,691

 
$
2,280,875

 
$
92,158

 
$
2,403,724



30



The following tables detail activity in the allowance for loan losses disaggregated by segment and class for the three and nine months ended September 30, 2014.
 
Balance at Beginning of Period
 
Charge-offs
 
Recoveries
 
Provision for Loan Losses
 
Balance at End of Period
 
(In thousands)
Three Months Ended September 30, 2014
 
 
 
 
 
 
 
 
 
Commercial business:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
11,304

 
$
(309
)
 
$
43

 
$
234

 
$
11,272

Owner-occupied commercial real estate
4,200

 
(128
)
 
 
 
(9
)
 
4,063

Non-owner occupied commercial real estate
5,685

 
(72
)
 

 
163

 
5,776

Total commercial business
21,189

 
(509
)
 
43

 
388

 
21,111

One-to-four family residential
1,155

 

 

 
200

 
1,355

Real estate construction and land development:
 
 
 
 
 
 
 
 
 
One-to-four family residential
1,533

 

 

 
235

 
1,768

Five or more family residential and commercial properties
1,630

 

 

 
(926
)
 
704

Total real estate construction and land development
3,163

 

 

 
(691
)
 
2,472

Consumer
2,175

 
(315
)
 
46

 
884

 
2,790

Unallocated
801

 

 

 
(187
)
 
614

Total
$
28,483

 
$
(824
)
 
$
89

 
$
594

 
$
28,342

 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2014
 
 
 
 
 
 
 
 
 
Commercial business:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
13,478

 
$
(1,791
)
 
$
544

 
$
(959
)
 
$
11,272

Owner-occupied commercial real estate
4,049

 
(128
)
 
 
 
142

 
4,063

Non-owner occupied commercial real estate
5,326

 
(72
)
 

 
522

 
5,776

Total commercial business
22,853

 
(1,991
)
 
544

 
(295
)
 
21,111

One-to-four family residential
1,100

 

 

 
255

 
1,355

Real estate construction and land development:
 
 
 
 
 
 
 
 
 
One-to-four family residential
1,720

 
(345
)
 
43

 
350

 
1,768

Five or more family residential and commercial properties
953

 

 

 
(249
)
 
704

Total real estate construction and land development
2,673

 
(345
)
 
43

 
101

 
2,472

Consumer
1,597

 
(557
)
 
81

 
1,669

 
2,790

Unallocated
601

 

 

 
13

 
614

Total
$
28,824

 
$
(2,893
)
 
$
668

 
$
1,743

 
$
28,342


    




31


The following table details the balance in the allowance for loan losses disaggregated on the basis of the Company's impairment method as of December 31, 2014.
 
Loans individually evaluated for impairment
 
Loans collectively evaluated for impairment
 
PCI Loans
 
Total Allowance for Loan Losses
 
(In thousands)
Commercial business:
 
 
 
 
 
 
 
Commercial and industrial
$
1,334

 
$
6,557

 
$
2,662

 
$
10,553

Owner-occupied commercial real estate
979

 
1,643

 
1,473

 
4,095

Non-owner occupied commercial real estate
531

 
2,547

 
2,460

 
5,538

Total commercial business
2,844

 
10,747

 
6,595

 
20,186

One-to-four family residential
75

 
538

 
587

 
1,200

Real estate construction and land development:
 
 
 
 
 
 
 
One-to-four family residential
447

 
322

 
1,017

 
1,786

Five or more family residential and commercial properties
234

 
650

 
88

 
972

Total real estate construction and land development
681

 
972

 
1,105

 
2,758

Consumer
58

 
1,943

 
768

 
2,769

Unallocated

 
816

 

 
816

Total
$
3,658

 
$
15,016

 
$
9,055

 
$
27,729

The following table details the recorded investment balance of the loan receivables disaggregated on the basis of the Company’s impairment method for the year ended December 31, 2014:
 
Loans individually evaluated for impairment
 
Loans collectively evaluated for impairment
 
PCI loans
 
Total Gross Loans Receivable
 
(In thousands)
Commercial business:
 
 
 
 
 
 
 
Commercial and industrial
$
11,374

 
$
533,905

 
$
25,174

 
$
570,453

Owner-occupied commercial real estate
3,913

 
554,199

 
36,874

 
594,986

Non-owner occupied commercial real estate
7,729

 
604,465

 
31,442

 
643,636

Total commercial business
23,016

 
1,692,569

 
93,490

 
1,809,075

One-to-four family residential
245

 
63,572

 
5,713

 
69,530

Real estate construction and land development:
 
 
 
 
 
 
 
One-to-four family residential
4,703

 
38,961

 
5,531

 
49,195

Five or more family residential and commercial properties
2,056

 
58,099

 
4,765

 
64,920

Total real estate construction and land development
6,759

 
97,060

 
10,296

 
114,115

Consumer
211

 
249,311

 
9,772

 
259,294

Total
$
30,231


$
2,102,512

 
$
119,271

 
$
2,252,014



32


(5)
FDIC Indemnification Asset
Changes in the FDIC indemnification asset during the three and nine months ended September 30, 2015 and 2014 were as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Balance at the beginning of the period
$
388

 
$
8,887

 
$
1,116

 
$
4,382

Additions as a result of the Washington Banking Merger

 

 

 
7,174

Cash payments received or receivable from the FDIC

 
(3,102
)
 
(231
)
 
(5,843
)
FDIC share of additional estimated (gains) losses

 
(249
)
 
(352
)
 
556

Net amortization

 
(398
)
 
(145
)
 
(1,131
)
Change due to termination of FDIC shared-loss agreements
(388
)
 

 
(388
)
 

Balance at the end of the period
$

 
$
5,138

 
$

 
$
5,138


On August 4, 2015, the Bank and the FDIC entered into an agreement terminating the FDIC shared-loss agreements for all three of the FDIC-assisted acquisitions (Cowlitz Bank, and Washington Banking's acquisitions of City Bank and North County Bank). The Bank paid consideration of $7.1 million to the FDIC for the termination of the shared-loss agreements related to these acquisitions. The termination of the shared-loss agreements resulted in a pre-tax gain of $1.7 million (included in "other income" in the Condensed Consolidated Statements of Income) and the elimination of the FDIC indemnification asset and the FDIC clawback liability (included in “accrued expenses and other liabilities” in the Condensed Consolidated Statements of Financial Condition) which was recorded as of the termination date. The FDIC indemnification asset and FDIC clawback liability amounts were $388,000 and $9.3 million, respectively, as of June 30, 2015. All rights and obligations of the parties under the FDIC shared-loss agreements, including the clawback provisions, were eliminated under the termination agreement. It is not anticipated that the termination of the FDIC shared-loss agreements will have any impact on the yields for the loans that were previously covered under these agreements. All future charge-offs, recoveries, gains, losses and expenses related to covered assets will now be recognized entirely by the Bank since the FDIC will no longer be sharing in such charge-offs, recoveries, gains, losses and expenses.

(6)
Other Real Estate Owned
Changes in other real estate owned during the three and nine months ended September 30, 2015 and 2014 were as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Balance at the beginning of the period
$
3,017

 
$
8,106

 
$
3,355

 
$
4,559

Additions
611

 
459

 
2,424

 
677

Additions from acquisitions

 

 

 
7,121

Proceeds from dispositions
(1,560
)
 
(1,315
)
 
(3,199
)
 
(5,173
)
Gain (loss) on sales, net
3

 
(378
)
 
(94
)
 
(312
)
Valuation adjustment

 

 
(415
)
 

Balance at the end of the period
$
2,071

 
$
6,872

 
$
2,071

 
$
6,872




33


(7)
Goodwill and Other Intangible Assets
(a) Goodwill
The Company’s goodwill represents the excess of the purchase price over the fair value of net assets acquired in the Washington Banking Merger on May 1, 2014, and the acquisitions of Valley on July 15, 2013, Western Washington Bancorp in 2006 and North Pacific Bank in 1998. The Company’s goodwill is assigned to the Bank and is evaluated for impairment at the Bank level (reporting unit).
There were no additions to goodwill during the three and nine months ended September 30, 2015 and the three months ended September 30, 2014. The Company recorded $89.7 million in goodwill during the nine months ended September 30, 2014 as a result of the Washington Banking Merger. For additional information on the Washigton Banking Merger, see Note (14) Business Combination.
At September 30, 2015, the Company’s step-one analysis concluded that the reporting unit’s fair value was greater than its carrying value and therefore no goodwill impairment charges were required for the three and nine months ended September 30, 2015. The Company did not record any goodwill impairment charges for the three and nine months ended September 30, 2015 or for the three and nine months ended September 30, 2014. Even though there was no goodwill impairment at September 30, 2015, adverse events may impact the recoverability of goodwill and could result in a future impairment charge which could have a material impact on the Company’s operating results.
b) Other Intangible Assets
The other intangible assets represent the core deposit intangible ("CDI") acquired in business combinations. The useful life of the CDI related to the Washington Banking Merger, the acquisitions of Valley, NCB, Pierce, Cowlitz, and Western Washington Bancorp were estimated to be ten, ten, five, four, nine and eight years, respectively.
The following table presents the change in the other intangible assets for the periods indicated:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In thousands)
Balance at the beginning of the period
 
$
9,835

 
$
12,164

 
$
10,889

 
$
1,615

Additions as a result of acquisitions
 

 

 

 
11,194

Less: Amortization
 
523

 
603

 
1,577

 
1,248

Balance at the end of the period
 
$
9,312

 
$
11,561

 
$
9,312

 
$
11,561


(8)
Junior Subordinated Debentures
As part of the Washington Banking Merger, the Company assumed trust preferred securities and junior subordinated debentures with a total fair value of $18.9 million at May 1, 2014.
Washington Banking Master Trust ("Trust"), a Delaware statutory business trust, was a wholly-owned subsidiary of Washington Banking created for the exclusive purposes of issuing and selling capital securities and utilizing sale proceeds to acquire junior subordinated debt issued by Washington Banking. During 2007, the Trust issued $25.0 million of trust preferred securities with a 30-year maturity, callable after the fifth year by Washington Banking. The trust preferred securities have a quarterly adjustable rate based upon the three-month London Interbank Offered Rate (“LIBOR”) plus 1.56%. On the Washington Banking Merger date of May 1, 2014, the Company acquired the Trust, which retained the Washington Banking Master Trust name, and assumed the performance and observance of the covenants under the indenture related to the trust preferred securities.
The adjustable rate of the trust preferred securities at September 30, 2015 was 1.89%. The weighted average rate of the junior subordinated debentures was 4.01% and 3.57% for the three months ended September 30, 2015 and 2014, respectively, and 4.36% and 3.58% for the nine months ended September 30, 2015 and 2014, respectively. The weighted average rate includes the accretion of the discount established at the merger date which is amortized over the life of the trust preferred securities.
The junior subordinated debentures are the sole assets of the Trust, and payments under the junior subordinated debentures are the sole revenues of the Trust. At September 30, 2015, the balance of the junior subordinated debentures was $19.4 million. All of the common securities of the Trust are owned by the Company.

34


Heritage has fully and unconditionally guaranteed the capital securities along with all obligations of the Trust under the trust agreements.

(9)
Repurchase Agreements
The Company utilizes repurchase agreements with one-day maturities as a supplement to funding sources. Repurchase agreements are secured by pledged investment securities available for sale. Under the repurchase agreements, the Company is required to maintain an aggregate market value of securities pledged greater than the stated margin balance. The Company is required to pledge additional securities to cover any declines below the stated margin balance. The class of collateral pledged for the Company's repurchase agreement obligations as of September 30, 2015 and December 31, 2014, totaling $22.8 million and $32.2 million, respectively, were mortgage backed securities and collateralized mortgage obligation - residential: U.S. Government-sponsored agencies. Additional information on the total value of securities pledged for repurchase agreements is found in Note (2) Investment Securities.

(10)
Stockholders’ Equity
(a) Earnings Per Common Share
The following table illustrates the reconciliation of weighted average shares used for earnings per common share computations for the three and nine months ended September 30, 2015 and 2014:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(Dollars in thousands)
Net income:
 
 
 
 
 
 
 
Net income
$
9,492

 
$
7,068

 
$
27,996

 
$
13,759

Less: Dividends and undistributed earnings allocated to participating securities
(84
)
 
(59
)
 
(247
)
 
(114
)
Net income allocated to common shareholders
$
9,408

 
$
7,009

 
$
27,749

 
$
13,645

Basic:
 
 
 
 
 
 
 
Weighted average common shares outstanding
29,960,133

 
30,293,559

 
30,086,057

 
24,085,132

Less: Restricted stock awards
(263,404
)
 
(230,134
)
 
(268,999
)
 
(198,255
)
Total basic weighted average common shares outstanding
29,696,729

 
30,063,425

 
29,817,058

 
23,886,877

Diluted:
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
29,696,729

 
30,063,425

 
29,817,058

 
23,886,877

Incremental shares from stock options
22,395

 
36,671

 
22,718

 
50,539

Total diluted weighted average common shares outstanding
29,719,124

 
30,100,096

 
29,839,776

 
23,937,416

Potential dilutive shares are excluded from the computation of earnings per share if their effect is anti-dilutive. For the three months ended September 30, 2015 and 2014, potential anti-dilutive shares outstanding related to options to acquire common stock totaled 2,650 and 9,640, respectively, as the assumed proceeds from exercise price, tax benefits and future compensation was in excess of the market value. For the nine months ended September 30, 2015 and 2014, potential anti-dilutive shares outstanding related to options to acquire common stock totaled 4,883 and 25,088, respectively, for the same reasons indicated for the three-month periods.

35


(b) Dividends
The timing and amount of cash dividends paid on the Company's common stock depends on the Company’s earnings, capital requirements, financial condition and other relevant factors. Dividends on common stock from the Company depend substantially upon receipt of dividends from the Bank, which is the Company’s predominant source of income.
The following table summarizes the dividend activity for the nine months ended September 30, 2015 and calendar year 2014.
Declared
 
Cash Dividend per Share
 
Record Date
 
Paid Date
January 29, 2014
 
$0.08
 
February 10, 2014
 
February 24, 2014
March 27, 2014
 
$0.08
 
April 8, 2014
 
April 23, 2014
July 24, 2014
 
$0.09
 
August 7, 2014
 
August 21, 2014
October 23, 2014
 
$0.09
 
November 6, 2014
 
November 20, 2014
November 11, 2014
 
$0.16
 
December 2, 2014
 
December 12, 2014
January 28, 2015
 
$0.10
 
February 10, 2015
 
February 24, 2015
April 22, 2015
 
$0.11
 
May 7, 2015
 
May 21, 2015
July 22, 2015
 
$0.11
 
August 6, 2015
 
August 20, 2015
The FDIC and the Washington State Department of Financial Institutions, Division of Banks have the authority under their supervisory powers to prohibit the payment of dividends by the Bank to the Company. Additionally, current guidance from the Board of Governors of the Federal Reserve System ("Federal Reserve Board") provides, among other things, that dividends per share on the Company’s common stock generally should not exceed earnings per share, measured over the previous four fiscal quarters. Current regulations allow the Company and the Bank to pay dividends on their common stock if the Company’s or the Bank’s regulatory capital would not be reduced below the statutory capital requirements set by the Federal Reserve Board and the FDIC.
(c) Stock Repurchase Program
The Company has had various stock repurchase programs since March 1999. On October 23, 2014, the Company's Board of Directors authorized the repurchase of up to 5% of the Company's outstanding common shares, or approximately 1,513,000 shares, under the eleventh stock repurchase plan. The number, timing and price of shares repurchased will depend on business and market conditions, and other factors, including opportunities to deploy the Company's capital. On August 30, 2012, the Board of Directors approved the Company’s tenth stock repurchase plan, authorizing the repurchase of up to 5% of the Company’s outstanding shares of common stock, or approximately 757,000 shares. The Company repurchased 704,975 shares under the tenth stock repurchase plan, leaving 52,025 shares unpurchased.

The following table provides total repurchased shares and average share prices under the applicable plans for the periods indicated:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
2015
 
2014
 
2015
 
2014
 
Plan Total (1)
Tenth Plan
 
 
 
 
 
 
 
 
 
Repurchased shares

 
108,075

 

 
108,075

 
704,975

Stock repurchase average share price
$

 
$
16.88

 
$

 
$
16.88

 
$
15.85

 
 
 
 
 
 
 
 
 
 
Eleventh Plan
 
 
 
 
 
 
 
 
 
Repurchased shares

 

 
441,966

 

 
441,966

Stock repurchase average share price
$

 
$

 
$
16.64

 
$

 
$
16.64

(1) Represents shares repurchased and average share price paid during the duration of the repurchase plans.
In addition to the stock repurchases disclosed in the table above, the Company repurchased shares to pay withholding taxes on the vesting of restricted stock. During the three months ended September 30, 2015 and 2014,

36


the Company repurchased 388 and 2,751 shares of common stock at an average price of $17.63 and $16.11, respectively, to pay withholding taxes on the vesting of restricted stock that vested during the respective periods. During the nine months ended September 30, 2015 and 2014, the Company repurchased 21,998 and 18,549 shares of common stock at an average price of $17.07 and $16.99, respectively, to pay withholding taxes on the vesting of restricted stock that vested during the respective periods.

(11)
Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, during the three and nine months ended September 30, 2015 and 2014 are as follows:
 
Three Months Ended September 30, 2015
 
Changes in
fair value of
available for sale securities
(1)
 
Accretion of other-than-
temporary
impairment on held to maturity
securities
(1)
 
Total
 
(In thousands)
Balance of AOCI at the beginning of period
$
2,198

 
$

 
$
2,198

Other comprehensive income before reclassification
3,064

 

 
3,064

Amounts reclassified from AOCI for gain on sale of investment securities included in net income
(255
)
 

 
(255
)
Net current period other comprehensive income
2,809

 

 
2,809

Balance of AOCI at the end of period
$
5,007

 
$

 
$
5,007

(1) 
All amounts are net of tax.
 
Nine Months Ended September 30, 2015
 
Changes in
fair value of
available for sale securities
(1)
 
Accretion of other-than-
temporary
impairment on held to maturity
securities
(1)
 
Total
 
(In thousands)
Balance of AOCI at the beginning of period
$
3,567

 
$
(189
)
 
$
3,378

Other comprehensive income before reclassification
2,324

 
11

 
2,335

Amounts reclassified from AOCI for gain on sale of investment securities included in net income
(884
)
 
178

 
(706
)
Net current period other comprehensive income
1,440

 
189

 
1,629

Balance of AOCI at the end of period
$
5,007

 
$

 
$
5,007

(1) 
All amounts are net of tax.



37


 
Three Months Ended September 30, 2014
 
Changes in
fair value of
available for sale securities
(1)
 
Accretion of other-than-
temporary
impairment on held to maturity
securities
(1)
 
Total
 
(In thousands)
Balance of AOCI at the beginning of period
$
1,518

 
$
(209
)
 
$
1,309

Other comprehensive income before reclassification
(1,384
)
 
13

 
(1,371
)
Amounts reclassified from AOCI for gain on sale of investment securities available for sale included in net income
8

 

 
8

Net current period other comprehensive income
(1,376
)
 
13

 
(1,363
)
Balance of AOCI at the end of period
$
142

 
$
(196
)
 
$
(54
)
(1) 
All amounts are net of tax.
 
Nine Months Ended September 30, 2014
 
Changes in
fair value of
available for sale securities
(1)
 
Accretion of other-than-
temporary
impairment on held to maturity
securities
(1)
 
Total
 
(In thousands)
Balance of AOCI at the beginning of the period
$
(923
)
 
$
(239
)
 
$
(1,162
)
Other comprehensive income before reclassification
1,231

 
43

 
1,274

Amounts reclassified from AOCI for gain on sale of investment securities available for sale included in net income
(166
)
 

 
(166
)
Net current period other comprehensive income
1,065

 
43

 
1,108

Balance of AOCI at the end of the period
$
142

 
$
(196
)
 
$
(54
)
(1) 
All amounts are net of tax.

(12)
Stock-Based Compensation
Stock options generally vest ratably over three years and expire five years after they become exercisable or vest ratably over four years and expire ten years from date of grant. Restricted stock awards issued generally have a five-year cliff vesting or four year ratable vesting schedule. The Company issues new shares of common stock to satisfy share option exercises and restricted stock awards.

On July 24, 2014, the Company's shareholders approved the Heritage Financial Corporation 2014 Omnibus Equity Plan (the "Plan") that provides for the issuance of 1,500,000 shares of the Company's common stock in the form of stock options, stock appreciation rights, stock awards (which includes restricted stock units, restricted stock, performance units, performance shares or bonus shares) and cash incentive awards.
As of September 30, 2015, there remained 1,262,567 shares available for future issuances under the Company's stock-based compensation plans.
(a) Stock Option Awards
For the three and nine months ended September 30, 2015 and the three months ended September 30, 2014, the Company did not recognize compensation expense or a related tax benefit for the outstanding stock options as all compensation expense had been previously recognized. For the nine months ended September 30, 2014, the Company recognized compensation expense related to stock options of $20,000 with no related tax benefit. The intrinsic value and cash proceeds from options exercised during the nine months ended September 30, 2015 was $223,000 and $666,000, respectively. The intrinsic value and cash proceeds from options exercised during the nine months ended September 30, 2014 was $385,000 and $766,000, respectively.

38


The following table summarizes the stock option activity for the nine months ended September 30, 2015 and 2014:
 
Shares
 
Weighted-Average Exercise Price
 
Weighted-Average
Remaining
Contractual
Term (In years)
 
Aggregate
Intrinsic
Value (In
thousands)
Outstanding at December 31, 2013
194,482

 
$
15.82

 
 
 
 
Granted (1)
90,248

 
10.72

 
 
 
 
Exercised
(70,854
)
 
10.79

 
 
 
 
Forfeited or expired
(43,984
)
 
22.80

 
 
 
 
Outstanding at September 30, 2014
169,892

 
$
13.41

 
3.30
 
$
455

 
 
 
 
 
 
 
 
Outstanding at December 31, 2014
156,407

 
$
13.59

 
 
 
 
Granted

 

 
 
 
 
Exercised
(53,198
)
 
12.45

 
 
 
 
Forfeited or expired
(12,278
)
 
16.73

 
 
 
 
Outstanding at September 30, 2015
90,931

 
$
13.84

 
3.05
 
$
456

Vested and expected to vest at September 30, 2015
90,931

 
$
13.84

 
3.05
 
$
456

Exercisable at September 30, 2015
90,931

 
$
13.84

 
3.05
 
$
456

(1)
Options granted during the nine months ended September 30, 2014 represent only the stock options issued in conjunction with the Washington Banking Merger. See Note (14) Business Combination for additional information. The weighted average exercise price reflects the exchange ratio applied to the original Washington Banking exercise price pursuant to the merger agreement.
(b) Restricted and Unrestricted Stock Awards
For the three and nine months ended September 30, 2015, the Company recognized compensation expense related to restricted and unrestricted stock awards of $409,000 and $1,125,000, respectively, and a related tax benefit of $144,000 and $395,000, respectively. For the three and nine months ended September 30, 2014, the Company recognized compensation expense related to restricted and unrestricted stock awards of $357,000 and $896,000, respectively, and a related tax benefit of $125,000 and $315,000, respectively. As of September 30, 2015, the total unrecognized compensation expense related to non-vested restricted and unrestricted stock awards was $3.2 million and the related weighted average period over which it is expected to be recognized is approximately 2.5 years. The vesting date fair value of restricted stock awards that vested during the nine months ended September 30, 2015 and 2014 was $1.6 million and $1.2 million, respectively.
The following tables summarize the restricted and unrestricted stock award activity for the nine months ended September 30, 2015 and 2014:
 
Shares
 
Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2013
202,939

 
$
14.29

Granted
130,548

 
16.03

Vested
(73,336
)
 
14.26

Forfeited
(6,806
)
 
14.66

Nonvested at September 30, 2014
253,345

 
$
15.19

 
 
 
 
Nonvested at December 31, 2014
238,669

 
$
15.20

Granted
121,320

 
16.72

Vested
(91,642
)
 
15.12

Forfeited
(2,837
)
 
15.71

Nonvested at September 30, 2015
265,510

 
$
15.92



39


(13)
Fair Value Measurements
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1: Valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow the Company to sell its ownership interest back to the fund at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities, or funds.
Level 2: Valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or valuations using methodologies with observable inputs.
Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques using unobservable inputs, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.
(a) Recurring and Nonrecurring Basis
The Company used the following methods and significant assumptions to estimate fair value of certain assets on a recurring and nonrecurring basis:
Investment Securities Available for Sale and Held to Maturity:
The fair values of all investment securities are based upon the assumptions market participants would use in pricing the security. If available, investment securities are determined by quoted market prices which is generally the case for mutual funds and other equities (Level 1). For investment securities where quoted market prices are not available, fair values are calculated based on market prices on similar securities (Level 2). Level 2 includes U.S. Treasury, U.S. Government and agency debt securities, municipal securities, corporate securities and mortgage-backed securities and collateralized mortgage obligations-residential. For investment securities where quoted prices or market prices of similar securities are not available, fair values are calculated by using observable and unobservable inputs such as discounted cash flows or other market indicators (Level 3). Security valuations are obtained from third party pricing services for comparable assets or liabilities.
Impaired Loans:
At the time a loan is considered impaired, its impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, a loan’s observable market prices, or fair market value of the collateral if the loan is collateral-dependent. Impaired loans for which impairment is measured using the discounted cash flow approach are not considered to be measured at fair value because the loan’s effective interest rate is not a fair value input, and for the purposes of fair value disclosures, the fair value of these loans are measured commensurate with non-impaired loans. Generally, the Company utilizes the fair market value of the collateral, which is commonly based on recent real estate appraisals, to measure impairment. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business (Level 3). Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.
Other Real Estate Owned:
Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in Level 3 classification of the inputs for determining fair value.

40


Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified general appraisers for commercial properties or certified residential appraisers for residential properties whose qualifications and licenses have been reviewed and verified by the Company. Once received, the Company reviews the assumptions and approaches utilized in the appraisal as well as the resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On a quarterly basis, the Company compares the actual selling price of collateral that has been liquidated to the most recent appraised value to determine what additional adjustment should be made to the appraisal value to arrive at fair value.
The following tables summarize the balances of assets measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014.
 
September 30, 2015
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Investment securities available for sale:
 
 
 
 
 
 
 
U.S. Treasury and U.S. Government-sponsored agencies
$
15,162

 
$

 
$
15,162

 
$

Municipal securities
189,769

 

 
189,769

 

Mortgage backed securities and collateralized mortgage obligations—residential:
 
 
 
 
 
 
 
U.S Government-sponsored agencies
486,964

 

 
486,964

 

Corporate obligations
9,216

 

 
9,216

 

Mutual funds and other equities
1,982

 
1,982

 

 

Total
$
703,093

 
$
1,982

 
$
701,111

 
$

 
December 31, 2014
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Investment securities available for sale:
 
 
 
 
 
 
 
U.S. Treasury and U.S. Government-sponsored agencies
$
21,427

 
$

 
$
21,427

 
$

Municipal securities
173,037

 

 
173,037

 

Mortgage backed securities and collateralized mortgage obligations—residential:
 
 
 
 
 
 
 
U.S Government-sponsored agencies
542,399

 

 
542,399

 

Corporate obligations
4,010

 

 
4,010

 

Mutual funds and other equities
1,973

 
1,973

 

 

Total
$
742,846

 
$
1,973

 
$
740,873

 
$

There were no transfers between Level 1 and Level 2 during the three and nine months ended September 30, 2015 and 2014.
The Company may be required to measure certain financial assets and liabilities at fair value on a nonrecurring basis. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets.

41


The tables below represent assets measured at fair value on a nonrecurring basis at September 30, 2015 and December 31, 2014 and the related net losses (gains) recorded in earnings during three and nine months ended September 30, 2015 and 2014.
 
Basis(1)
 
Fair Value at September 30, 2015
 
 
 
 
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Net Losses (Gains)
Recorded in
Earnings 
During
the Three Months Ended September 30, 2015
 
Net Losses
(Gains)
Recorded in
Earnings 
During
the Nine Months Ended September 30, 2015
 
(In thousands)
Impaired loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate construction and land development:
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
$
865

 
$
862

 
$

 
$

 
$
862

 
$

 
$
102

Total real estate construction and land development
865

 
862

 

 

 
862

 

 
102

Total impaired loans
865

 
862

 

 

 
862

 

 
102

Total assets measured at fair value on a nonrecurring basis
$
865

 
$
862

 
$

 
$

 
$
862

 
$

 
$
102

(1) 
Basis represents the unpaid principal balance of impaired loans.

 
Basis(1)
 
Fair Value at December 31, 2014
 
 
 
 
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Net Losses
(Gains)
Recorded in
Earnings 
During
the Three Months Ended September 30, 2014
 
Net Losses
(Gains)
Recorded in
Earnings 
During
the Nine Months Ended September 30, 2014
 
(In thousands)
Impaired loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial business:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
161

 
$
138

 
$

 
$

 
$
138

 
$
118

 
$
(79
)
Non-owner occupied commercial real estate

 

 

 

 

 
63

 

 Total commercial business
161

 
138

 

 

 
138

 
181

 
(79
)
Real estate construction and land development:
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
2,094

 
1,725

 

 

 
1,725

 
381

 
384

Total real estate construction and land development
2,094

 
1,725

 

 

 
1,725

 
381

 
384

Consumer
49

 
45

 

 

 
45

 

 

Total impaired loans
2,304

 
1,908

 

 

 
1,908

 
562

 
305

Investment securities held to maturity:
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage back securities and collateralized mortgage obligations – residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
Private residential collateralized mortgage obligations
36

 
11

 

 
11

 

 

 
45

Total assets measured at fair value on a nonrecurring basis
$
2,340

 
$
1,919

 
$

 
$
11

 
$
1,908

 
$
562

 
$
350

(1) 
Basis represents the unpaid principal balance of impaired loans and amortized cost of investment securities held to maturity.

42


The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at September 30, 2015 and December 31, 2014.
 
September 30, 2015
 
Fair
Value
 
Valuation
Technique(s)
 
Unobservable Input(s)
 
Range of Inputs; Weighted
Average
 
(Dollars in thousands)
Impaired loans
$
862

 
Market approach
 
Adjustment for differences between the comparable sales
 
(8.50%) - 10.4%; 0.95%
 
December 31, 2014
 
Fair
Value
 
Valuation
Technique(s)
 
Unobservable Input(s)
 
Range of Inputs; Weighted
Average
 
(Dollars in thousands)
Impaired loans
$
1,908

 
Market approach
 
Adjustment for differences between the comparable sales
 
(47.5%) - 96.2%; 7.0%
The nonrecurring fair value measurement disclosures in the tables above exclude impaired loans that are collateral dependent buy for which the collateral value exceeds the Company's recorded investment, as well as excludes impaired loans that are measured using the discounted cash flow approach because the discount rate used is generally not a fair value input.

(b) Fair Value of Financial Instruments
Because broadly traded markets do not exist for most of the Company’s financial instruments, the fair value calculations attempt to incorporate the effect of current market conditions at a specific time. These determinations are subjective in nature, involve uncertainties and matters of significant judgment and do not include tax ramifications; therefore, the results cannot be determined with precision, substantiated by comparison to independent markets and may not be realized in an actual sale or immediate settlement of the instruments. There may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results. For all of these reasons, the aggregation of the fair value calculations presented herein do not represent, and should not be construed to represent, the underlying value of the Company.

43


The tables below present the carrying value amount of the Company’s financial instruments and their corresponding estimated fair values at the dates indicated.
 
September 30, 2015
 
Carrying Value

Fair Value

Fair Value Measurements Using:
 

Level 1

Level 2

Level 3
 
(In thousands)
Financial Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
142,477

 
$
142,477

 
$
142,477

 
$

 
$

Other interest earning deposits
5,244

 
5,259

 

 
5,259

 

Investment securities available for sale
703,093

 
703,093

 
1,982

 
701,111

 

Investment securities held to maturity
32,832

 
34,023

 

 
34,023

 

Federal Home Loan Bank stock
4,148

 
N/A

 
N/A

 
N/A

 
N/A

Loans held for sale
7,981

 
8,177

 

 
8,177

 

Total loans receivable, net
2,375,040

 
2,393,455

 

 

 
2,393,455

Accrued interest receivable
10,831

 
10,831

 
9

 
3,421

 
7,401

Financial Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Noninterest deposits, NOW accounts, money market accounts and savings accounts
$
2,616,659

 
$
2,616,659

 
$
2,616,659

 
$

 
$

Certificate of deposit accounts
437,539

 
436,977

 

 
436,977

 

Total deposits
$
3,054,198

 
$
3,053,636

 
$
2,616,659

 
$
436,977

 
$

Securities sold under agreement to repurchase
$
22,829

 
$
22,829

 
$
22,829

 
$

 
$

Junior subordinated debentures
19,351

 
19,351

 

 

 
19,351

Accrued interest payable
209

 
209

 
52

 
137

 
20


44


 
December 31, 2014
 
Carrying Value
 
Fair Value
 
Fair Value Measurements Using:
 
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Financial Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
121,636

 
$
121,636

 
$
121,636

 
$

 
$

Other interest earning deposits
10,126

 
10,145

 

 
10,145

 

Investment securities available for sale
742,846

 
742,846

 
1,973

 
740,873

 

Investment securities held to maturity
35,814

 
36,874

 

 
36,874

 

Federal Home Loan Bank stock
12,188

 
N/A

 
N/A

 
N/A

 
N/A

Loans held for sale
5,582

 
5,710

 

 
5,710

 

Loans receivable, net of allowance for loan losses
2,223,348

 
2,279,081

 

 

 
2,279,081

Accrued interest receivable
9,836

 
9,836

 
3

 
3,009

 
6,824

Financial Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Noninterest deposits, NOW accounts, money market accounts and savings accounts
$
2,380,934

 
$
2,380,934

 
$
2,380,934

 
$

 
$

Certificate of deposit accounts
525,397

 
525,768

 

 
525,768

 

Total deposits
$
2,906,331

 
$
2,906,702

 
$
2,380,934

 
$
525,768

 
$

Securities sold under agreement to repurchase
$
32,181

 
$
32,181

 
$
32,181

 
$

 
$

Junior subordinated debentures
19,082

 
19,082

 

 

 
19,082

Accrued interest payable
411

 
411

 
62

 
328

 
21

The methods and assumptions, not previously presented, used to estimate fair value are described as follows:
Cash and Cash Equivalents:
The fair value of financial instruments that are short-term or reprice frequently and that have little or no risk are considered to have a fair value equal to carrying value (Level 1).
Other Interest Earning Deposits:
These deposits with other banks have maturities greater than three months. The fair value is calculated based upon market prices for similar deposits (Level 2).
Federal Home Loan Bank Stock:
Federal Home Loan Bank ("FHLB") stock is not publicly traded; thus, it is not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability. At September 30, 2015 the stock was stock of the FHLB of Des Moines and at December 31, 2014 was stock of the FHLB of Seattle. The FHLB of Seattle merged with and into the FHLB of Des Moines effective in the second calendar quarter of 2015.
Loans Held for Sale:
The fair value of loans held for sale is estimated based upon binding contracts or quotes from third party investors. (Level 2).
Total Loans Receivable, net:
Except for impaired loans discussed previously, fair value is based on discounted cash flows using current market rates applied to the estimated life (Level 3). While these methodologies are permitted under U.S. GAAP, they are not based on the exit price concept of the fair value required under ASC 820-10, Fair Value Measurements and Disclosures, and generally produce a higher value.

45


Accrued Interest Receivable/Payable:
The fair value of accrued interest receivable/payable balances are determined using inputs and fair value measurements commensurate with the asset or liability from which the accrued interest is generated. The carrying amounts of accrued interest approximate fair value (Level 1, Level 2 and Level 3).
Deposits:
For deposits with no contractual maturity, the fair value is assumed to equal the carrying value (Level 1). The fair value of fixed maturity deposits is based on discounted cash flows using the difference between the deposit rate and the rates offered by the Company for deposits of similar remaining maturities (Level 2).
Securities Sold Under Agreement to Repurchase:
Securities sold under agreement to repurchase are short-term in nature and they reprice on a daily basis. Fair value financial instruments that are short-term or reprice frequently and that have little or no risk are considered to have a fair value equal to carrying value (Level 1).
Junior Subordinated Debentures:
The fair value is estimated using discounted cash flow analysis based on current rates for similar types of debt, which many be unobservable, and considering recent trading activity of similar instruments in markets which can be inactive. At September 30, 2015, the fair value approximated the carrying value based on these valuation techniques (Level 3).
Off-Balance Sheet Financial Instruments:
The majority of our commitments to extend credit, standby letters of credit and commitments to sell mortgage loans carry current market interest rates if converted to loans. As such, no premium or discount was ascribed to these commitments (Level 1). They are excluded from the preceding tables.

(14)
Business Combination
There were no acquisitions or mergers completed during the three and nine months ended September 30, 2015 or the three months ended September 30, 2014. During the nine months ended September 30, 2014, the Company completed the Washington Banking Merger.
Washington Banking Merger
On October 23, 2013, the Company, along with the Bank, and Washington Banking and its wholly owned subsidiary bank, Whidbey, jointly announced the signing of a merger agreement for the Washington Banking Merger. The Washington Banking Merger was effective on May 1, 2014. Pursuant to the terms of the Washington Banking Merger, Washington Banking branches adopted the Heritage Bank name in all markets, with the exception of six branches in the Whidbey Island markets which have continued to operate using the Whidbey Island Bank name. The primary reasons for the merger were to expand the Company's geographic footprint consistent with its ongoing growth strategy and to achieve operational scale and realize efficiencies of a larger combined organization.
Under the terms of the merger agreement, Washington Banking shareholders received 0.89000 shares of Heritage common stock and $2.75 in cash for each share of Washington Banking common stock. The terms of the merger agreement also provided for immediate vesting of the Washington Banking options and restricted stock awards units. At April 30, 2014, the number of Washington Banking common shares outstanding was 15,587,154 and the closing price of Heritage common stock was $16.16. The total consideration transferred by the Company in conjunction with the Washington Banking Merger was $269.6 million and the total number of Heritage shares of common stock issued were 14,000,178. The Company also incurred $489,000 in capitalized stock issuance costs.

46


The total consideration transferred by the Company in the Washington Banking Merger consisted of the following:
 
 
Washington Banking
 
 
(In thousands)
Consideration transferred
 
 
Cash paid (1)
 
$
42,895

Fair value of common shares issued (2)
 
224,151

Fair value of restricted stock unit awards (3)
 
2,092

Fair value of common stock options
 
481

Total consideration transferred
 
$
269,619

(1)
Includes $3,000 of cash paid due to fractional shares and $27,000 of cash paid to dissenting shareholders.
(2)
Total of 13,870,716 shares issued, which excludes 1,686 shares of dissenting shareholders that were paid in cash, and 165 fractional shares paid in cash.
(3)
Total number of converted shares was 129,462. Fair value includes 26,783 shares which were forfeited by Washington Banking shareholder to pay applicable taxes, with a total fair value of $433,000.
The Washington Banking Merger resulted in $89.7 million of goodwill. This goodwill is not deductible for tax purposes. The transaction qualified as a tax-free reorganization for U.S. federal income tax purposes and Washington Banking shareholders did not recognize any taxable gain or loss in connection with the share exchange and the stock consideration received.
During the three and nine months ended September 30, 2014, the Company incurred Washington Banking merger-related costs (including system conversion costs) of approximately $1.3 million and $7.4 million, respectively.
The Washington Banking Merger constitutes a business acquisition as defined by FASB ASC 805, Business Combinations. FASB ASC 805 establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired and the liabilities assumed.  Heritage was considered the acquirer in the Washington Banking Merger. Accordingly, the estimates of fair values of the acquired bank's assets, including the identifiable intangible assets, and the assumed liabilities in the merger were measured and recorded as of the effective date of the merger.

47


The fair value estimates of the assets acquired and liabilities assumed by the Company in the Washington Banking Merger were as follows:
 
 
Washington Banking
 
 
(In thousands)
Assets
 
 
Cash and cash equivalents
 
$
74,947

Investment securities available for sale
 
458,312

Loans held for sale
 
3,923

Loans receivable
 
895,978

Loans receivable, covered at merger date
 
107,050

FDIC indemnification asset
 
7,174

Other real estate owned ($5,122 covered by FDIC shared-loss agreements at the May 1, 2014 merger date)
 
7,121

Premises and equipment
 
31,776

FHLB stock
 
7,064

Bank owned life insurance
 
32,519

Accrued interest receivable
 
4,943

Other intangible assets
 
11,194

Prepaid expenses and other assets
 
14,852

Total assets acquired
 
1,656,853

Liabilities
 
 
Deposits
 
1,433,894

Junior subordinated debentures
 
18,937

Accrued expenses and other liabilities
 
24,067

Total liabilities assumed
 
1,476,898

Net assets acquired
 
$
179,955

A summary of the net assets purchased, the fair value adjustments and resulting goodwill recognized from the Washington Banking Merger are presented in the following table. Goodwill on mergers represents the excess of the consideration transferred over the estimated fair value of the net assets acquired and liabilities assumed.
 
 
Washington Banking
 
 
(In thousands)
Cost basis of net assets on merger date
 
$
181,782

Less: Consideration transferred
 
(269,619
)
Fair value adjustments:
 
 
Loans held for sale
 
86

Loans receivable
 
(12,811
)
Loans receivable, covered at merger date
 
6,384

FDIC indemnification asset
 
357

Other real estate owned
 
387

Premises and equipment
 
(1,540
)
Other intangible assets
 
10,216

Prepaid expenses and other assets
 
(6,416
)
Deposits
 
(1,737
)
Junior subordinated debentures
 
6,837

Accrued expenses and other liabilities
 
(3,590
)
Goodwill recognized
 
$
(89,664
)

48


    

The Company also considered the pro forma requirements of FASB ASC 805 and deemed it necessary for the Washington Banking Merger. The following table presents certain pro forma information, for illustrative purposes only, for the nine months ended September 30, 2014 as if the Washington Banking Merger had occurred on January 1, 2014. The estimated pro forma information combines the historical results of Washington Banking with the Company's consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective periods. The pro forma information is not indicative of what would have occurred had the Washington Banking Merger occurred on January 1, 2014. In particular, no adjustments have been made to eliminate the impact of the Washington Banking loans previously accounted for under ASC 310-30 that may have been necessary if these loans had been recorded at fair value at January 1, 2014. The pro forma information also does not consider any changes to the provision for loan losses resulting from recorded loans at fair value. Additionally, Heritage expects to achieve further operating savings and other business synergies, including interest income growth, as a result of the Washington Banking Merger which are not reflected in the pro forma amounts in the following table. As a result, actual amounts will differ from the pro forma information presented.
 
 
Nine Months Ended September 30, 2014
 
 
(Dollars In Thousands, except per share amounts)
Net interest income
 
$
105,367

Net income
 
$
25,589

Basic earnings per common share
 
$
0.85

Diluted earnings per common share
 
$
0.85


ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion is intended to assist in understanding the financial condition and results of the Company as of and for the three and nine months ended September 30, 2015. The information contained in this section should be read with the unaudited Condensed Consolidated Financial Statements and the accompanying Notes included herein, and the December 31, 2014 audited Consolidated Financial Statements and the accompanying Notes included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Overview
Heritage Financial Corporation is a bank holding company, which primarily engages in the business activities of its wholly owned subsidiary, Heritage Bank. We provide financial services to our local communities with an ongoing strategic focus on expanding our commercial lending relationships and market area and a continual focus on asset quality. At September 30, 2015, we had total assets of $3.60 billion and total stockholders’ equity of $468.7 million. The Company’s business activities generally are limited to passive investment activities and oversight of its investment in the Bank. Accordingly, the information set forth in this report relates primarily to the Bank’s operations.
Our business consists primarily of commercial lending and deposit relationships with small businesses and their owners in our market areas and attracting deposits from the general public. We also originate real estate construction and land development loans, consumer loans and one-to-four family residential loans collateralized by residential properties located in western and central Washington State and the greater Portland, Oregon area.
Our core profitability depends primarily on our net interest income. Net interest income is the difference between interest income, which is the income that we earn on interest earning assets, comprised primarily of loans and investments, and interest expense, which is the amount we pay on our interest bearing liabilities, including primarily deposits. Management strives to match the repricing characteristics of the interest earning assets and interest bearing liabilities to protect net interest income from changes in market interest rates and changes in the shape of the yield curve. Like most financial institutions, our net interest income is affected significantly by general and local economic conditions, particularly changes in market interest rates, and by governmental policies and actions of regulatory agencies. Net interest income is additionally affected by changes on the volume and mix of interest earning assets,

49


interest earned on these assets, the volume and mix of interest bearing liabilities and interest paid on interest bearing liabilities.
Our net income is affected by many factors, including the provision for loan losses. The provision for loan losses is dependent on changes in the loan portfolio and management’s assessment of the collectability of the loan portfolio as well as prevailing economic and market conditions. The allowance for loan losses reflects the amount that the Company believes is appropriate to provide for known and inherent credit losses in its loan portfolio.
Net income is also affected by noninterest income and noninterest expense. Noninterest income primarily consists of service charges and other fees, gain on sale of loans (net) and other income. Noninterest expense consists primarily of compensation and employee benefits, occupancy and equipment, data processing, professional services and other expenses. Compensation and employee benefits consist primarily of the salaries and wages paid to our employees, payroll taxes, expenses for retirement and other employee benefits. Occupancy and equipment expenses, which are the fixed and variable costs of buildings and equipment, consist primarily of lease payments, taxes, depreciation charges, maintenance and costs of utilities.
Results of operations may also be affected significantly by general and local economic and competitive conditions, governmental policies and actions of regulatory authorities. Other income and other expenses are also impacted by growth of operations and growth in the number of loan and deposit accounts through acquisitions and core banking business growth. Growth in operations affects other expenses primarily as a result of additional employees, branch facilities and marketing expense. Growth in the number of loan and deposit accounts affects other income, including service charges as well as other expenses such as data processing services, supplies, postage, telecommunications and other miscellaneous expenses.

Recent Developments
We completed the Washington Banking Merger on May 1, 2014. Legacy Washington Banking results since May 1, 2014 are included in the results of operations herein; therefore, the results included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2015 include three and nine months, respectively, of operations of legacy Washington Banking. The results included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2014 contains three and five months, respectively, of the operating results of legacy Washington Banking.
As of September 30, 2015 the Company had 67 branching locations. We intend to continue executing our lending practices across our newly expanded market area. We will focus on commercial and consumer lending, including increased small business lending. As a result of the Washington Banking Merger, we have a greater, more diversified noninterest income stream through increased mortgage banking operations and Small Business Administration ("SBA") lending operations.

Earnings Summary
Net income was $0.32 per diluted common share for the three months ended September 30, 2015 compared to $0.23 per diluted common share for the three months ended September 30, 2014 and $0.93 per diluted common share for the nine months ended September 30, 2015 compared to $0.57 for the nine months ended September 30, 2014. Net income for the three months ended September 30, 2015 was $9.5 million compared to net income of $7.1 million for the same period in 2014. Net income was $28.0 million for the nine months ended September 30, 2015 compared to $13.8 million for the nine months ended September 30, 2014. The $2.4 million, or 34.3% increase in net income for the three months ended September 30, 2015 compared to the three months ended September 30, 2014 was primarily the result of the $1.7 million gain on the FDIC shared-loss termination agreement signed during the three months ended September 30, 2015 as well as an increase in the gain on sale of loans, net, and a decrease in other real estate owned expenses. The $14.2 million, or 103.5% increase in net income for the nine months ended September 30, 2015 compared to the same period in 2014 was primarily the result of the Washington Banking Merger as well as an increase in the gain on sale of loans.
The efficiency ratio consists of noninterest expense divided by the sum of net interest income before provision for loan losses plus noninterest income. The Company’s efficiency ratio decreased to 65.9% for the three months ended September 30, 2015 from 73.1% for the three months ended September 30, 2014 and decreased to 65.2% for the nine months ended September 30, 2015 from 76.9% for the nine months ended September 30, 2014. The decrease for the three months ended September 30, 2015 compared to the same period in 2014 is due primarily to the increases in noninterest income. The decrease in the efficiency ratio for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 is also attributable to the increase in noninterest income as well as the increase in net interest income primarily as a result of the Washington Banking Merger, offset partially by the increase

50


in noninterest expense due to the merger. The improvement in the efficiency ratio for the three and nine months ended September 30, 2015 and 2014 was partially mitigated by a continued decline in the net interest margin, as a result of the continued low interest rate environment.

Net Interest Income
One of the Company's key sources of earnings is net interest income. There are several factors that affect net interest income including, but not limited to, the volume, pricing, mix and maturity of interest earning assets and interest bearing liabilities; the volume of noninterest bearing deposits and other liabilities and shareholders' equity; the volume of noninterest earning assets; market interest rate fluctuations; and asset quality.
Net interest income decreased $1.4 million, or 4.1%, to $31.9 million for the three months ended September 30, 2015, compared to $33.3 million for the same period in 2014. Net interest income increased $18.4 million, or 23.4%, to $97.1 million for nine months ended September 30, 2015, compared to $78.6 million for the same period in 2014. The following tables provides relevant net interest income information for the dates indicated. The average loan balances presented in the table are net of allowances for loan losses. Nonaccrual loans have been included in the tables as loans carrying a zero yield. Yields on tax-exempt securities and loans have not been stated on a tax-equivalent basis.
 
Three Months Ended September 30,
 
2015
 
2014
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate (1)
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
(1)
 
(Dollars in thousands)
Interest Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
Total loans receivable, net
$
2,356,090

 
$
30,179

 
5.08
%
 
$
2,194,460

 
$
31,841

 
5.76
%
Taxable securities
525,013

 
2,187

 
1.65

 
517,802

 
2,212

 
1.69

Nontaxable securities
201,233

 
1,056

 
2.08

 
176,827

 
855

 
1.92

Other interest earning assets
81,909

 
62

 
0.30

 
170,707

 
123

 
0.29

Total interest earning assets
3,164,245

 
33,484

 
4.20
%
 
3,059,796

 
35,031

 
4.54
%
Noninterest earning assets
385,065

 
 
 
 
 
377,001

 
 
 
 
Total assets
$
3,549,310

 
 
 
 
 
$
3,436,797

 
 
 
 
Interest Bearing Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Certificates of deposit
$
447,425

 
$
586

 
0.52
%
 
$
604,708

 
$
896

 
0.59
%
Savings accounts
424,620

 
118

 
0.11

 
349,685

 
59

 
0.07

Interest bearing demand and money market accounts
1,383,212

 
631

 
0.18

 
1,259,704

 
579

 
0.18

Total interest bearing deposits
2,255,257

 
1,335

 
0.23

 
2,214,097

 
1,534

 
0.27

Securities sold under agreement to repurchase
21,197

 
14

 
0.26

 
28,565

 
19

 
0.26

Junior subordinated debentures
19,314

 
195

 
4.01

 
18,985

 
171

 
3.57

Total interest bearing liabilities
2,295,768

 
1,544

 
0.27
%
 
2,261,647

 
1,724

 
0.30
%
Demand and other noninterest bearing deposits
760,004

 
 
 
 
 
688,140

 
 
 
 
Other noninterest bearing liabilities
29,715

 
 
 
 
 
34,571

 
 
 
 
Stockholders’ equity
463,823

 
 
 
 
 
452,439

 
 
 
 
Total liabilities and stockholders’ equity
$
3,549,310

 
 
 
 
 
$
3,436,797

 
 
 
 
Net interest income

 
$
31,940

 
 
 
 
 
$
33,307

 
 
Net interest spread
 
 
 
 
3.93
%
 
 
 
 
 
4.24
%
Net interest margin
 
 
 
 
4.00
%
 
 
 
 
 
4.32
%
Average interest earning assets to average interest bearing liabilities
 
 
 
 
137.83
%
 
 
 
 
 
135.29
%
(1) Annualized

51


 
Nine Months Ended September 30,
 
2015
 
2014
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate (1)
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
(1)
 
(Dollars in thousands)
Interest Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
Total loans receivable, net
$
2,295,881

 
$
91,213

 
5.31
%
 
$
1,763,081

 
$
75,738

 
5.74
%
Taxable securities
548,282

 
7,199

 
1.76

 
329,183

 
4,663

 
1.89

Nontaxable securities
201,796

 
3,137

 
2.08

 
129,422

 
1,928

 
1.99

Other interest earning assets
69,493

 
173

 
0.33

 
150,429

 
338

 
0.30

Total interest earning assets
3,115,452

 
101,722

 
4.37
%
 
2,372,115

 
82,667

 
4.66
%
Noninterest earning assets
374,938

 
 
 
 
 
268,794

 
 
 
 
Total assets
$
3,490,390

 
 
 
 
 
$
2,640,909

 
 
 
 
Interest Bearing Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Certificates of deposit
$
475,826

 
1,844

 
0.52
%
 
$
476,444

 
$
2,225

 
0.62
%
Savings accounts
391,273

 
316

 
0.11

 
256,599

 
151

 
0.08

Interest bearing demand and money market accounts
1,358,521

 
1,801

 
0.18

 
966,227

 
1,309

 
0.18

Total interest bearing deposits
2,225,620

 
3,961

 
0.24

 
1,699,270

 
3,685

 
0.29

FHLB advances and other borrowings
2,267

 
5

 
0.29

 
147

 

 

Securities sold under agreement to repurchase
23,222

 
45

 
0.26

 
26,878

 
52

 
0.26

Junior subordinated debentures
19,233

 
627

 
4.36

 
10,629

 
285

 
3.58

Total interest bearing liabilities
2,270,342

 
4,638

 
0.27
%
 
1,736,924

 
4,022

 
0.31
%
Demand and other noninterest bearing deposits
722,665

 
 
 
 
 
529,677

 
 
 
 
Other noninterest bearing liabilities
34,993

 
 
 
 
 
26,507

 
 
 
 
Stockholders’ equity
462,390

 
 
 
 
 
347,801

 
 
 
 
Total liabilities and stockholders’ equity
$
3,490,390

 
 
 
 
 
$
2,640,909

 
 
 
 
Net interest income
 
 
$
97,084

 
 
 
 
 
$
78,645

 
 
Net interest spread
 
 
 
 
4.10
%
 
 
 
 
 
4.35
%
Net interest margin
 
 
 
 
4.17
%
 
 
 
 
 
4.43
%
Average interest earning assets to average interest bearing liabilities
 
 
 
 
137.22
%
 
 
 
 
 
136.57
%
(1) Annualized
The decrease in net interest income for the three months ended September 30, 2015 compared to the same period in 2014 was primarily due to the decrease in loan yields. A decrease in the contractual loan note rates and a decrease in the effects of incremental accretion income caused the yield to decrease to 5.08% for the three months ended September 30, 2015 compared to 5.76% for the same period in 2014. The effect on loan yields from incremental accretion income decreased to 0.33% for the three months ended September 30, 2015 from 0.69% for the three months ended September 30, 2014. The decrease in loan yields was partially mitigated by an increase in average loans receivable of $161.6 million, or 7.4%, to $2.36 billion for the three months ended September 30, 2015 from $2.19 billion for the same period in 2014. The increase in net interest income for the nine months ended September 30, 2015 compared to the same period in 2014 was primarily the result of an increase in the interest on loans as a result of the Washington Banking Merger. The average loans receivable increased $532.8 million, or 30.2%, to $2.30 billion for the nine months ended September 30, 2015 compared to $1.76 billion for the same period in 2014. The increase in net interest income for the nine months ended September 30, 2015 was reduced by a decline in loan yields to 5.31% from 5.74% in same period of 2014 due to decreases in contractual note rates.

The increase in average balances of taxable securities and nontaxable securities to $726.2 million for the three months ended September 30, 2015 from $694.6 million for the three months ended September 30, 2014 is due primarily to investment purchases. The increase in the average balances of taxable securities and nontaxable securities to $750.1 million for the nine months ended September 30, 2015 compared to $458.6 million for the nine months ended September 30, 2014 is primarily attributable to the Washington Banking Merger as well as investment purchases,

52


which also caused an increase in net interest income. The increase in interest income from securities was also due to increases in yields on nontaxable securities to 2.08% for both the three and nine months ended September 30, 2015 from 1.92% and 1.99% for the same periods in 2014, respectively. The increase in interest income from securities was partially offset by decreases in yield on taxable securities to 1.65% and 1.76% for the three and nine months ended September 30, 2015, respectively, from 1.69% and 1.89% for the same periods in 2014, respectively.
The average balance of interest bearing deposits increased $41.2 million, or 1.9%, to $2.26 billion for the three months ended September 30, 2015 from $2.21 billion for the three months ended September 30, 2014 and increased $526.4 million, or 31.0%, to $2.23 billion for the nine months ended September 30, 2015 from $1.70 billion for the same period in 2014. A decrease in the average rates to 0.23% from 0.27% resulted in a decrease of $198,000, or 12.9%, in interest expense on deposits for the three months ended September 30, 2015 compared to the same period in 2014. For the nine months ended September 30, 2015, the cost of deposits decreased to 0.24% from 0.29% for the comparable period in 2014, but the substantial increase in average deposits resulted in an increase of $276,000, or 7.5%, in interest expense on deposits for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014.
In connection with the Washington Banking Merger, the Company acquired the junior subordinated debentures of Washington Banking. The average rate of these debentures, including the effects of accretion of the discount established as of the date of the merger, for the three months ended September 30, 2015 was 4.01%, an increase of 44 basis points from 3.57% for the same period in 2014.
Net interest income as a percentage of average interest earning assets (net interest margin) for the three months ended September 30, 2015, decreased 32 basis points to 4.00% from 4.32% for the same period in 2014. The net interest margin for the nine months ended September 30, 2015, decreased 26 basis points to 4.17% from 4.43% for the same period in 2014. The net interest spread for the three and nine months ended September 30, 2015 decreased to 3.93% and 4.10%, respectively, from 4.24% and 4.35%, respectively, for the same periods in 2014.
The following table presents the net interest margins and effects of the incremental accretion on purchased loans for the three and nine months ended September 30, 2015 and 2014:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
Net interest margin, excluding incremental accretion on purchased loans (1)
3.76
%
 
3.83
%
 
3.83
%
 
4.01
%
Impact on net interest margin from incremental accretion on purchased loans (1)
0.24

 
0.49

 
0.34

 
0.42

Net interest margin
4.00
%
 
4.32
%
 
4.17
%
 
4.43
%
(1) 
The incremental accretion income represents the amount of income recorded on the purchased loans above the contractual stated interest rate in the individual loan notes. This income results from the discount established at the time these loan portfolios were acquired and modified as a result of quarterly cash flow re-estimation.
The impact on net interest margin from incremental accretion on purchased loans decreased 25 basis points to 0.24% for the three months ended September 30, 2015 from 0.49% for the same period in 2014 and decreased eight basis points to 0.34% for the nine months ended September 30, 2015 from 0.42% for the same period in 2014. The dollar amount of incremental accretion income was $1.9 million and $3.8 million for the three months ended September 30, 2015 and 2014, respectively. The decrease in the incremental accretion was primarily a result of a decrease in the prepayment of purchased loans, primarily from the Washington Banking Merger, during the three months ended September 30, 2015 compared to the same period in 2014. The dollar amount of incremental accretion income was $8.0 million for the nine months ended September 30, 2015 compared to $7.5 million for the same period in 2014. The increase in accretion during the nine months ended September 30, 2015 was primarily as a result of four additional months of income in 2015 as the Washington Banking Merger was not completed until May 1, 2014.
Total interest income decreased $1.5 million, or 4.4%, to $33.5 million for the three months ended September 30, 2015, from $35.0 million for the three months ended September 30, 2014 primarily as a result of the decrease in loan yields during the periods. Total interest income increased $19.1 million, or 23.1% to $101.7 million for the nine months ended September 30, 2015 from $82.7 million for the same period in 2014. The increase in interest income was primarily due to the increase in interest and fees on loans as a result of the Washington Banking Merger as well as organic loan growth. This increase for the nine months ended September 30, 2015 compared to the same period in 2014 was partially offset by a decrease in the loan yields as a result of lower contractual note rates as a result of the continuing low interest rate environment.

53


The balance of average interest earning assets (including nonaccrual loans) increased $104.4 million, or 3.4%, to $3.16 billion for the three months ended September 30, 2015, from $3.06 billion for the three months ended September 30, 2014. The increase for the three months is primarily a result of the increase in the balance of loans receivable. The balance of average interest earning assets (including nonaccrual loans) increased $743.3 million, or 31.3%, to $3.12 billion for the nine months ended September 30, 2015 from $2.37 billion for the same period in 2014. The increase in average interest earning assets is primarily due to the Washington Banking Merger. The Company acquired $1.00 billion of fair value in loans, excluding loans held for sale, and $458.3 million of fair value in investment securities in the Washington Banking Merger.
The yield on total interest earning assets decreased 34 basis points to 4.20% for the three months ended September 30, 2015 from 4.54% for the three months ended September 30, 2014 and decreased 29 basis points to 4.37% for the nine months ended September 30, 2015 from 4.66% for the same period in 2014. The decreases in the yield on interest earning assets reflects the decrease in loan and taxable securities yields primarily as a result of lower contractual rates from the low interest rate environment.
Total interest expense decreased by $180,000, or 10.4%, to $1.5 million for the three months ended September 30, 2015 from $1.7 million for the three months ended September 30, 2014. The decrease in interest expense was primarily due to a decrease in the yield on certificates of deposit to 0.52% for the three months ended September 30, 2015 from 0.59% for the same period in 2014. Total interest expense increased $616,000, or 15.3%, to $4.6 million for the nine months ended September 30, 2015 from $4.0 million for the same period in 2014. The increase in interest expense was attributable to the combination of higher average interest bearing deposit balances and the addition of the junior subordinated debenture as a result of the Washington Banking Merger, partially offset by lower average rates paid on certificates of deposit.
The average cost of interest bearing liabilities decreased three basis points to 0.27% for the three months ended September 30, 2015 from 0.30% for the three months ended September 30, 2014 and decreased four basis points to 0.27% for the nine months ended September 30, 2015 from 0.31% for the same period in the prior year. Total average interest bearing liabilities increased by $34.1 million, or 1.5%, to $2.30 billion for the three months ended September 30, 2015 from $2.26 billion for the three months ended September 30, 2014, primarily as a result of an increase in interest bearing demand and money market accounts. Total average interest bearing liabilities increased $533.4 million, or 30.7%, to $2.27 billion for the nine months ended September 30, 2015 from $1.74 billion for the same period in 2014. The increase in average interest bearing liabilities was due primarily to the Washington Banking Merger which had approximately $1.43 billion in fair value of assumed deposits (including noninterest bearing deposits) and $18.9 million in fair value of assumed junior subordinated debentures.
Deposit interest expense decreased $199,000, or 13.0%, to $1.3 million for the three months ended September 30, 2015 compared to $1.5 million for the same quarter in 2014 and increased $276,000, or 7.5%, to $4.0 million for the nine months ended September 30, 2015 from $3.7 million for the same period in 2014. The decrease in interest expense for the three months ended September 30, 2015 was due to a decrease in the cost of funds based on the low interest rate environment. The increase in deposit interest expense during the nine months ended September 30, 2014 compared to the same period in 2014 is primarily a result of the increase in the average deposit balance as a result of the Washington Banking Merger, offset partially by a decrease in the deposit average rate to 0.23% and 0.24%, respectively, for the three and nine months ended September 30, 2015, from 0.27% and 0.29%, respectively, for the same periods in 2014.
Due to the current low interest rate environment, together with the projected principal reduction in higher yielding purchased loans, the Company expects the net interest margin will continue to have downward pressure in future periods.

Provision for Loan Losses
The provision for loan losses is dependent on the Company’s ability to manage asset quality and control the level of net charge-offs through prudent underwriting standards. In addition, a decline in general economic conditions could increase future provisions for loan losses and have a material effect on the Company’s net income.
The provision for loan losses increased $257,000, or 43.3% to $851,000 for the three months ended September 30, 2015 from $594,000 for the three months ended September 30, 2014 and increased $1.5 million, or 86.3%, to $3.2 million for the nine months ended September 30, 2015 from $1.7 million for the same period in 2014. The amount of the provision was calculated in accordance with the Company's methodology for determining the allowance for loan losses as discussed below. The increase in provision for loan losses from prior year periods was primarily the result of loan growth from the prior year periods.

54


Based on the change in mix and volume of the loan portfolio at September 30, 2015 compared to December 31, 2014, as well as the decrease in certain historical loss factors and improvements in certain environmental factors, the Company determined that the provision for loan losses for the three and nine months ended September 30, 2015 was appropriate. The ratio of net charge-offs (recoveries) to average loans outstanding was 0.02% and 0.11% for the three and nine months ended September 30, 2015, respectively, compared to 0.13% and 0.17% for the three and nine months ended September 30, 2014, respectively.
The Bank has established a comprehensive methodology for determining the allowance for loan losses on non-PCI loans. On a quarterly basis, the Bank performs an analysis taking into consideration pertinent factors underlying the credit quality of the loan portfolio. These factors include changes in the amount and composition of the loan portfolio, historical loss experience for various loan classes, changes in economic conditions, delinquency rates, a detailed analysis of individual loans on nonaccrual status, and other factors to determine the level of the allowance for loan losses.
For the PCI loans, the acquisition date fair value incorporated our estimate of future expected cash flows until the ultimate resolution of these credits. To the extent actual or projected cash flows are less than previously estimated, additional provisions for loan losses on the PCI loan portfolio will be recognized immediately into earnings. To the extent actual or projected cash flows are more than previously estimated, the increase in cash flows is recognized immediately as a recapture of provision for loan losses up to the previously recognized provision for that loan or pool of loans, if any, and then prospectively recognized in interest income as a yield adjustment.
The allowance for loan losses increased by $1.3 million, or 4.6%, to $29.0 million at September 30, 2015 from $27.7 million at December 31, 2014. As of September 30, 2015, the Bank identified $30.7 million of impaired loans, of which $7.4 million have no allowances for credit losses as their estimated collateral value or discounted estimated cash flow is equal to or exceeds their carrying value. The remaining $23.3 million of impaired loans have related allowances for credit losses totaling $3.3 million.
Based on the established comprehensive methodology, management deemed the allowance for loan losses of $29.0 million at September 30, 2015 (1.21% of loans receivable, net and 292.76% of nonperforming loans) appropriate to provide for probable incurred credit losses based on an evaluation of known and inherent risks in the loan portfolio at that date. This compares to an allowance for loan losses at December 31, 2014 of $27.7 million (1.23% of loans receivable, net and 239.62% of nonperforming loans). At the applicable acquisition or merger dates, no allowance for loan losses was established on purchased loans as the loans were accounted for at their fair value and a discount was established for the loans. At September 30, 2015 and December 31, 2014, the remaining fair value discount for the purchased loans was $21.6 million and $29.7 million, respectively.

55


The following table outlines the allowance for loan losses on loans and related loan balances at September 30, 2015 and December 31, 2014:
 
September 30, 2015
 
December 31, 2014
 
(Dollars in thousands)
General Valuation Allowance:
 
 
 
Allowance for loan losses
$
16,654

 
$
15,016

Gross loans, excluding PCI and impaired loans
$
2,280,875

 
$
2,102,512

Percentage
0.73
%
 
0.71
%
 
 
 
 
PCI Allowance:
 
 
 
Allowance for loan losses
$
9,070

 
$
9,055

Gross PCI loans
$
92,158

 
$
119,271

Percentage
9.84
%
 
7.59
%
 
 
 
 
Specific Valuation Allowance:
 
 
 
Allowance for loan losses
$
3,280

 
$
3,658

Gross impaired loans
$
30,691

 
$
30,231

Percentage
10.69
%
 
12.10
%
 
 
 
 
Total Allowance for Loan Losses:
 
 
 
Allowance for loan losses
$
29,004

 
$
27,729

Gross loans receivable
$
2,403,724

 
$
2,252,014

Percentage
1.21
%
 
1.23
%
While the Bank believes it has established its existing allowances for loan losses in accordance with GAAP, there can be no assurance that bank regulators, in reviewing the Bank’s loan portfolio, will not request the Bank to increase significantly its allowance for loan losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is appropriate or that increased provisions will not be necessary should the credit quality of the loans deteriorate. Any material increase in the allowance for loan losses would adversely affect the Company’s financial condition and results of operations.


56


Noninterest Income
Total noninterest income increased $4.1 million, or 74.1%, to $9.5 million for the three months ended September 30, 2015 compared to $5.5 million for the same period in 2014. Total noninterest income increased $12.2 million, or 97.0%, to $24.8 million for the nine months ended September 30, 2015 compared to $12.6 million for the same period in 2014. The following tables present the change in the key components of noninterest income for the periods noted.
 
Three Months Ended September 30,
 
 
 
 
 
2015
 
2014
 
Change
 
Percentage Change
 
(Dollars in thousands)
Service charges and other fees
$
3,593

 
$
3,524

 
$
69

 
2.0
 %
Merchant Visa income, net
66

 
278

 
(212
)
 
(76.3
)
Change in FDIC indemnification asset

 
(647
)
 
647

 
100.0

Gain (loss) on sale of investment securities, net
393

 
(13
)
 
406

 
3,123.1

Gain on sale of loans, net
1,411

 
742

 
669

 
90.2

Other income
4,081

 
1,599

 
2,482

 
155.2

Total noninterest income
$
9,544

 
$
5,483

 
$
4,061

 
74.1
 %
 
Nine Months Ended 
 September 30,
 
 
 
 
 
2015
 
2014
 
Change
 
Percentage Change
 
(Dollars in thousands)
Service charges and other fees
$
10,575

 
$
7,700

 
$
2,875

 
37.3
 %
Merchant Visa income, net
458

 
839

 
(381
)
 
(45.4
)
Change in FDIC indemnification asset
(497
)
 
(575
)
 
78

 
13.6

Gain on sale of investment securities, net
1,362

 
254

 
1,108

 
436.2

Gain on sale of loans, net
3,828

 
975

 
2,853

 
292.6

Other income
9,043

 
3,377

 
5,666

 
167.8

Total noninterest income
$
24,769

 
$
12,570

 
$
12,199

 
97.0
 %
Service charges and other fees increased $69,000, or 2.0%, for the three months ended September 30, 2015 compared to the same period in 2014 and increased $2.9 million, or 37.3%, for the nine months ended September 30, 2015 compared to the same period in 2014. The increase in service charges and other fees are primarily the result of customer balance increases in deposit accounts, which increased during the nine months ended September 30, 2015 compared to the same period in 2014 primarily as a result of the Washington Banking Merger. For the three and nine months ended September 30, 2015, average total deposits were $3.02 billion and $2.95 billion, respectively, compared to $2.90 billion and $2.23 billion for the three and nine months ended September 30, 2014, respectively. On the effective date of the Washington Banking Merger, the Bank assumed fair value of $1.43 billion of deposits.
Gain on sale of investment securities, net was $393,000 and $1.4 million for the three and nine months ended September 30, 2015, respectively, compared to a net loss of $13,000 and a net gain of $254,000 for the same periods in 2014, respectively. The increase in gains is primarily due to additional restructuring of the investment portfolio in anticipation of rising interest rates.
Gain on sale of loans, net was $1.4 million and $3.8 million for the three and nine months ended September 30, 2015, respectively, and $742,000 and $975,000 for the three and nine months ended September 30, 2014, respectively, and includes net gains on sale of one-to-four family residential loans as well as net gains on the sale of the government guaranteed portion of certain SBA loans. The increase in both periods was due to impact of the Washington Banking Merger. The Company discontinued its mortgage banking operations in the second quarter of 2013 and did not sell the government guaranteed portion of SBA loans prior to the Washington Banking Merger. Mortgage banking operations were resumed with the consummation of the Washington Banking Merger on May 1, 2014 as were the sales of government guaranteed portions of certain SBA loans.

57


Other income increased $2.5 million, or 155.2%, to $4.1 million for the three months ended September 30, 2015 from $1.6 million for the three months ended September 30, 2014 and increased $5.7 million, or 167.8%, to $9.0 million for the nine months ended September 30, 2015 from $3.4 million for the same period in 2014. The increase in the three months ended September 30, 2015 compared to the same period in 2014 was primarily the result of the $1.7 million pre-tax gain on the FDIC shared-loss termination agreement. The increase during the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 was also due to the Company's sale of its merchant Visa portfolio in January 2015, which generated a gain of $1.7 million. The effects of this sale will result in lower merchant Visa income. As indicated in the table above, the merchant Visa income, net decreased $212,000, or 76.3%, to $66,000 for the three months ended September 30, 2015 from $278,000 for the three months ended September 30, 2014 primarily due to the sale. The increase in other income for the three and nine months ended September 30, 2015 was also partially a result of loan loss recoveries primarily of Washington Banking loans which were charged-off prior to consummation of the Washington Banking Merger. These off-balance sheet loan deficiencies had a zero fair value estimate at the May 1, 2014 effective date of the Washington Banking Merger. Other income also included $352,000 and $707,000 of income from bank-owned life insurance policies for the three and nine months ended September 30, 2015, respectively, compared to $146,000 and $241,000, respectively, for the three and nine months ended September 30, 2014. The Company purchased $25.0 million in bank-owned life insurance policies during the second quarter of 2015, which increased other income during the three months ended September 30, 2015. The Company did not have bank-owned life insurance policies prior to the Washington Banking Merger.
The change in FDIC indemnification asset includes amortization of and changes to the FDIC indemnification asset as a result of changes in the projected remaining cash flows of the purchased loans which were covered prior to the termination agreement on August 4, 2015. As a result of the termination agreement and based on management's estimates, the Bank did not record amortization or change in the cash flows for the purchased loans during the three months ended September 30, 2015. The Bank recorded $398,000 of amortization of the FDIC indemnification asset during the three months ended September 30, 2014, and recorded $145,000 and $1.1 million of amortization during the nine months ended September 30, 2015 and 2014, respectively.

Noninterest Expense
Noninterest expense decreased $1.0 million, or 3.7%, to $27.3 million during the three months ended September 30, 2015 compared to $28.4 million for the three months ended September 30, 2014 and increased $9.3 million, or 13.3%, to $79.4 million for the nine months ended September 30, 2015 compared to $70.1 million for the same period in 2014. The following tables present the change in the key components of noninterest expense for the periods noted.
 
Three Months Ended 
 September 30,
 
 
 
 
 
2015
 
2014
 
Change
 
Percentage Change
 
(Dollars in thousands)
Compensation and employee benefits
$
14,918

 
$
15,579

 
$
(661
)
 
(4.2
)%
Occupancy and equipment
3,970

 
3,978

 
(8
)
 
(0.2
)
Data processing
2,398

 
1,978

 
420

 
21.2

Marketing
899

 
841

 
58

 
6.9

Professional services
894

 
1,113

 
(219
)
 
(19.7
)
State and local taxes
619

 
576

 
43

 
7.5

Federal deposit insurance premium
499

 
403

 
96

 
23.8

Other real estate owned, net
(5
)
 
650

 
(655
)
 
(100.8
)
Amortization of intangible assets
523

 
603

 
(80
)
 
(13.3
)
Other expense
2,607

 
2,642

 
(35
)
 
(1.3
)
Total noninterest expense
$
27,322

 
$
28,363

 
$
(1,041
)
 
(3.7
)%


58


 
Nine Months Ended 
 September 30,
 
 
 
 
 
2015
 
2014
 
Change
 
Percentage Change
 
(Dollars in thousands)
Compensation and employee benefits
$
42,984

 
$
36,369

 
$
6,615

 
18.2
 %
Occupancy and equipment
11,511

 
9,412

 
2,099

 
22.3

Data processing
5,950

 
6,977

 
(1,027
)
 
(14.7
)
Marketing
2,595

 
1,843

 
752

 
40.8

Professional services
2,602

 
5,173

 
(2,571
)
 
(49.7
)
State and local taxes
1,808

 
1,378

 
430

 
31.2

Impairment loss on investment securities, net

 
45

 
(45
)
 
100.0

Federal deposit insurance premium
1,537

 
1,115

 
422

 
37.8

Other real estate owned, net
854

 
915

 
(61
)
 
(6.7
)
Amortization of intangible assets
1,577

 
1,248

 
329

 
26.4

Other expense
8,021

 
5,661

 
2,360

 
41.7

Total noninterest expense
$
79,439

 
$
70,136

 
$
9,303

 
13.3
 %
The decrease in total noninterest expense for the three months ended September 30, 2015 compared to the same period in 2014 is primarily a result of a decrease in compensation and employee benefit expense as well as a decrease in other real estate owned expense. The increase in total noninterest expense for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 was due primarily to increased expenses related to the Washington Banking Merger.
Compensation and employee benefits decreased $661,000, or 4.2%, to $14.9 million during the three months ended September 30, 2015 compared to $15.6 million during the three months ended September 30, 2014 and increased $6.6 million, or 18.2%, to $43.0 million for the nine months ended September 30, 2015 compared to $36.4 million for the nine months ended September 30, 2014. The decrease in the three months ended September 30, 2015 compared to the same period in 2014 is primarily the result of a decrease in number of full-time equivalent employees. The increase in compensation and employee benefits in the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 is attributable to the Washington Banking Merger.
Occupancy and equipment remained relatively unchanged at $4.0 million for the three months ended September 30, 2015, decreasing $8,000, or 0.2%, from the comparable period in 2014, and increased $2.1 million, or 22.3%, to $11.5 million for the nine months ended September 30, 2015 compared to $9.4 million for the same period in 2014. The increase for the nine month period was primarily the result of lease expenses associated with the acquired Whidbey branches.
Data processing increased $420,000, or 21.2%, to $2.4 million for the three months ended September 30, 2015 from $2.0 million for the same period in 2014 primarily due to a $429,000 cancellation fee incurred during the third quarter of 2015 as a result of the early termination of a data processing contract. Data processing expense decreased $1.0 million, or 14.7%, to $6.0 million for the nine months ended September 30, 2015 compared to $7.0 million for the same period in 2014 due to merger-related data processing expenses of $2.8 million recognized during the nine months ended September 30, 2014, partially offset by the above-mentioned cancellation fee and additional data processing costs associated with a larger post-merger organization with an increase in the number of accounts and users.
Professional services decreased $219,000, or 19.7%, to $894,000 for the three months ended September 30, 2015 from $1.1 million for the three months ended September 30, 2014 and decreased $2.6 million, or 49.7%, to $2.6 million for the nine months ended September 30, 2015 compared to $5.2 million for the same period in 2014. The decrease in professional services was related to expenses incurred during the three and nine months ended September 30, 2014 of $430,000 and $3.7 million, respectively, for attorney, accountant and financial advisor fees in conjunction primarily with the Washington Banking Merger.
Other real estate owned, net expense decreased $655,000, or 100.8%, to a gain of $5,000 during the three months ended September 30, 2015 compared to a $650,000 expense during the three months ended September 30, 2014 and decreased $61,000, or 6.7%, to $854,000 for the nine months ended September 30, 2015 compared to $915,000 for the same period in 2014. The decrease in other real estate owned expense during the three months ended September 30, 2015 compared to the three months ended September 30, 2014 was primarily the result of the

59


gain on sale of other real estate owned of $3,000 compared to a loss on sale of other real estate owned of $378,000 during the three months ended September 30, 2015 and 2014, respectively. The decrease in other real estate owned expense for the nine months ended September 30, 2015 compared to the same prior year period was primarily due to a decrease in related operating expenses based on a decrease in the number of owned properties evidenced also by a decrease in the other real estate owned balance to $2.1 million at September 30, 2015 from $3.4 million at December 31, 2014. The decrease in operating expenses was partially offset by a valuation adjustments of $415,000 and losses on sales of other real estate owned in the amount of $94,000 which were incurred during the three months ended September 30, 2015 compared to loss on sales of other real estate owned of $312,000 during the comparable period in 2014. There were no valuation adjustments during the nine months ended September 30, 2014.
Other expense remained relatively unchanged at $2.6 million for the three months ended September 30, 2015, decreasing only $35,000, or 1.3%, from the same period in 2014, and increased $2.4 million, or 41.7%, to $8.0 million for the nine months ended September 30, 2015 compared to $5.7 million for the same period in 2014. The increase for the nine months ended September 30, 2015 compared to the same period in 2014 was primarily the result of the increases in employee-related expenses such as courier services, travel expenses, telephone and Visa card expenses given the increase in employees and market area as a result of the Washington Banking Merger.
The ratio of noninterest expense to average assets (annualized) was 3.05% and 3.04% for the three and nine months ended September 30, 2015, respectively, compared to 3.27% and 3.55% for the three and nine months ended September 30, 2014, respectively. The decreases were primarily a result of cost efficiencies gained from the Washington Banking Merger as well as merger-related expenses incurred during 2014.

Income Tax Expense
Income tax expense increased by $1.1 million, or 38.1%, to $3.8 million for the three months ended September 30, 2015 from $2.8 million for the three months ended September 30, 2014 and increased $5.6 million, or 100.3%, to $11.2 million for the nine months ended September 30, 2015 compared to $5.6 million for the same period in 2014. The Company’s effective tax rate was 28.7% and 28.5% for the three and nine months ended September 30, 2015, respectively, compared to 28.1% and 28.8% for the same periods in 2014, respectively. The increases in the income tax expense was primarily due to the increases in pre-tax income. The increase in the Company's effective tax rate for the three months ended September 30, 2015 is primarily due the tax credits as a result of investment in new markets tax credit partnerships recorded during the three months ended September 30, 2014. The decrease in the Company’s effective tax rate for the nine months ended September 30, 2015 compared to the same period in 2014 is due primarily to the purchase of an additional $25.0 million in bank-owned life insurance policies in May 2015, the income of which is exempt from income taxes.

Financial Condition Overview
Total assets increased $137.6 million, or 4.0%, to $3.60 billion as of September 30, 2015 compared to $3.46 billion as of December 31, 2014. The total loans receivable, net increased $151.7 million, or 6.8%, to $2.38 billion at September 30, 2015 compared to $2.22 billion at December 31, 2014. Loans were primarily funded through an increase in deposits and secondarily through the decrease in investment securities available for sale. Investment securities available for sale decreased $39.8 million, or 5.4%, to $703.1 million at September 30, 2015 from $742.8 million at December 31, 2014. Cash and cash equivalents increased $20.8 million, or 17.1%, to $142.5 million at September 30, 2015 from $121.6 million at December 31, 2014.
FHLB stock decreased $8.0 million, or 66.0%, to $4.1 million at September 30, 2015 from $12.2 million at December 31, 2014 due to the repurchase of stock by the FHLB of Seattle as a result of the FHLB of Seattle merger with the FHLB of Des Moines which was effective during the second quarter of 2015. Based on the FHLB of Des Moines structure, the amount of stock to be held by participating banks is substantially less than that of the former FHLB of Seattle.
Bank owned life insurance increased $25.8 million, or 73.3%, to $60.9 million as of September 30, 2015 from $35.2 million at December 31, 2014. The increase was due primarily to the purchase of an additional $25.0 million in bank owned life insurance policies during the second quarter of 2015.
Deposits increased by $147.9 million, or 5.1%, to $3.05 billion as of September 30, 2015 compared to $2.91 billion as of December 31, 2014. Total non-maturity deposits increased to 85.7% of total deposits at September 30, 2015 from 81.9% at December 31, 2014 and certificates of deposits decreased to 14.3% of total deposits at September 30, 2015 from 18.1% at December 31, 2014.

60


Securities sold under agreement to repurchase decreased $9.4 million, or 29.1%, to $22.8 million as of September 30, 2015 from $32.2 million as of December 31, 2014. The decrease is primarily due to changes in customer deposit balances.
Accrued expenses and other liabilities decreased $15.3 million, or 33.6%, to $30.3 million at September 30, 2015 from $45.7 million at December 31, 2014 primarily as a result of the FDIC shared-loss termination agreement signed during the three months ended September 30, 2015. The Bank paid the FDIC $7.1 million based on the terms of the agreement. The FDIC clawback liability, included in accrued expenses and other liabilities, was $9.3 million at the termination date. The FDIC termination agreement also eliminated the FDIC indemnification Asset which was $388,000 at the termination date. The decrease in accrued expenses and other liabilities was also a result of federal income tax payments and incentive compensation payments made during the first quarter of 2015.
Total stockholders’ equity increased by $14.2 million, or 3.1%, to $468.7 million as of September 30, 2015 from $454.5 million at December 31, 2014. The increase during the nine months ended September 30, 2015 was due primarily to net income of $28.0 million, partially offset by cash dividends declared of $9.6 million and common stock repurchases totaling $7.7 million. The Company’s equity position remains strong at 13.0% of total assets as of September 30, 2015 compared to 13.1% as of December 31, 2014.

61


The table below provides a comparison of the changes in the Company's financial condition from December 31, 2014 to September 30, 2015.
 
September 30, 2015
 
December 31, 2014
 
Change between September 30, 2015 and
December 31, 2014
Assets
 
 
 
 
 
Cash and cash equivalents
$
142,477

 
$
121,636

 
$
20,841

Other interest earning deposits
5,244

 
10,126

 
(4,882
)
Investment securities
735,925

 
778,660

 
(42,735
)
Loans held for sale
7,981

 
5,582

 
2,399

Total loans receivable, net
2,375,040

 
2,223,348

 
151,692

FDIC indemnification asset

 
1,116

 
(1,116
)
Other real estate owned
2,071

 
3,355

 
(1,284
)
Premises and equipment, net
63,356

 
64,938

 
(1,582
)
Federal Home Loan Bank stock, at cost
4,148

 
12,188

 
(8,040
)
Bank owned life insurance
60,945

 
35,176

 
25,769

Accrued interest receivable
10,831

 
9,836

 
995

Prepaid expenses and other assets
59,019

 
61,871

 
(2,852
)
Other intangible assets, net
9,312

 
10,889

 
(1,577
)
Goodwill
119,029

 
119,029

 

     Total assets
$
3,595,378

 
$
3,457,750

 
$
137,628

 
 
 
 
 
 
Liabilities
 
 
 
 
 
Deposits
$
3,054,198

 
$
2,906,331

 
$
147,867

Junior subordinated debentures
19,351

 
19,082

 
269

Securities sold under agreement to repurchase
22,829

 
32,181

 
(9,352
)
Accrued expenses and other liabilities
30,304

 
45,650

 
(15,346
)
     Total liabilities
3,126,682

 
3,003,244

 
123,438

Stockholders' equity
 
 
 
 

Common stock
358,927

 
364,741

 
(5,814
)
Retained earnings
104,762

 
86,387

 
18,375

Accumulated other comprehensive income, net
5,007

 
3,378

 
1,629

     Total stockholders' equity
468,696

 
454,506

 
14,190

     Total liabilities and stockholders' equity
$
3,595,378

 
$
3,457,750

 
$
137,628



62


Lending Activities
As indicated in the table below, loans receivable, net was $2.40 billion at September 30, 2015, an increase of $153.0 million, or 6.8%, from $2.25 billion at December 31, 2014. The increase in loans receivable for the nine months ended September 30, 2015 was primarily due to increased commercial business loans.
 
September 30, 2015
 
December 31, 2014
 
Balance
 
% of Total
 
Balance
 
% of Total
 
(Dollars in thousands)
Commercial business:
 
 
 
 
 
 
 
Commercial and industrial
$
618,390

 
25.7
%
 
$
570,453

 
25.3
%
Owner-occupied commercial real estate
603,372

 
25.1

 
594,986

 
26.4

Non-owner occupied commercial real estate
703,771

 
29.3

 
643,636

 
28.6

Total commercial business
1,925,533

 
80.1

 
1,809,075

 
80.3

One-to-four family residential
70,577

 
2.9

 
69,530

 
3.1

Real estate construction and land development:
 
 
 
 
 
 

One-to-four family residential
49,745

 
2.1

 
49,195

 
2.2

Five or more family residential and commercial properties
73,328

 
3.1

 
64,920

 
2.9

Total real estate construction and land development
123,073

 
5.2

 
114,115

 
5.1

Consumer
284,541

 
11.8

 
259,294

 
11.5

Gross loans receivable
2,403,724

 
100.0

 
2,252,014

 
100.0

Deferred loan costs (fees), net
320

 

 
(937
)
 

Loans receivable, net
$
2,404,044

 
100.0
%
 
$
2,251,077

 
100.0
%


63


Nonperforming Assets
The following table describes our nonperforming assets at the dates indicated:
 
September 30, 2015
 
December 31, 2014
 
(Dollars in thousands)
Nonaccrual loans:
 
Commercial business
$
7,193

 
$
8,596

One-to-four family residential
40

 

Real estate construction and land development
2,612

 
2,831

Consumer
62

 
145

Total nonaccrual loans (1)(2)
9,907

 
11,572

Other real estate owned
2,071

 
3,355

Total nonperforming assets
$
11,978

 
$
14,927

Performing TDR loans:
 
 
 
Commercial business
$
28,515

 
$
24,269

One-to-four family residential
238

 
245

Real estate construction and land development
3,500

 
4,355

Consumer
207

 
184

Total performing TDR loans (3)
$
32,460

 
$
29,053

Accruing loans past due 90 days or more (4)
$

 
$

Potential problem loans (5)
113,271

 
162,930

Allowance for loan losses
29,004

 
27,729

Allowance for loan losses to loans receivable, net
1.21
%
 
1.23
%
Allowance for loan losses to nonperforming loans
292.76
%
 
239.62
%
Nonperforming loans to total loans receivable, net
0.41
%
 
0.51
%
Nonperforming assets to total assets
0.33
%
 
0.43
%
(1) 
At September 30, 2015 and December 31, 2014, $6.6 million and $7.3 million of nonperforming loans, respectively, were considered troubled debt restructurings.
(2) 
At September 30, 2015 and December 31, 2014, $1.4 million and $1.6 million of nonperforming loans, respectively, were guaranteed by government agencies.
(3) 
At September 30, 2015 and December 31, 2014, $452,000 and $751,000 of performing TDR loans, respectively, were guaranteed by government agencies.
(4) 
There were no accruing loans past due 90 days or more that were guaranteed by government agencies at September 30, 2015 or December 31, 2014.
(5) 
At September 30, 2015 and December 31, 2014, $920,000 and $2.0 million of potential problem loans, respectively, were guaranteed by government agencies.

Nonperforming assets decreased $2.9 million, or 19.8%, to $12.0 million, or 0.33% of total assets, at September 30, 2015 from $14.9 million, or 0.43% of total assets at December 31, 2014 due to a decrease of $1.7 million in nonaccrual loans and a decrease of $1.3 million in other real estate owned. For the nine months ended September 30, 2015, the decrease in nonaccrual loans was primarily due to $2.8 million in net principal reductions and $408,000 in charge-offs, offset partially by additions of $1.8 million in nonaccrual loans. The other real estate owned balance decreased to $2.1 million at September 30, 2015 from $3.4 million at December 31, 2014 as a result of the sale of 14 properties with net proceeds of $3.2 million and losses of $94,000 along with a $415,000 valuation adjustment to record seven properties at their estimated proceeds value based on recent purchase and sales agreements.
Performing TDR loans were $32.5 million and $29.1 million as of September 30, 2015 and December 31, 2014, respectively. The $3.4 million, or 11.7%, increase in the performing TDR loans for the nine months ended September 30, 2015 was primarily the result of the restructuring of $7.8 million of loans during the period, which was partially offset by net principal payments of $3.3 million and $1.1 million of loans transferred to nonaccrual status. At September 30, 2015 and December 31, 2014, the Company had recorded $2.0 million and $1.9 million, respectively, in allowance for loan losses on the performing TDR loans.

64


Potential problem loans as of September 30, 2015 and December 31, 2014 were $113.3 million and $162.9 million, respectively. Potential problem loans are those loans that are currently accruing interest and are not considered impaired, but which we are monitoring because the financial information of the borrower causes us concerns as to their ability to comply with their loan repayment terms. Loans that are past due 90 days or more and still accruing interest are both well secured and in the process of collection. The $49.7 million, or 30.5%, decrease in potential problem loans was primarily the result of $35.0 million of loan principal payments (net), $24.0 million in loan grade improvements and $3.5 million of loans transferred to impaired status, partially offset by the addition of $13.6 million of loans graded as potential problem loans during the nine months ended September 30, 2015.

Analysis of Allowance for Loan Losses
Management maintains an allowance for loan losses (“ALL”) to provide for estimated probable incurred credit losses inherent in the loan portfolio. The adequacy of the ALL is monitored through our ongoing quarterly loan quality assessments.
We assess the estimated probable incurred credit losses inherent in our loan portfolio by considering a number of elements including:
Historical loss experience in a number of homogeneous classes of the loan portfolio;
The impact of environmental factors, including:
Levels of and trends in delinquencies and impaired loans;
Levels and trends in charge-offs and recoveries;
Effects of changes in risk selection and underwriting standards, and other changes in lending policies, procedures and practices;
Experience, ability, and depth of lending management and other relevant staff;
National and local economic trends and conditions;
External factors such as competition, legal, and regulatory requirements; and
Effects of changes in credit concentrations.
We calculate an appropriate ALL for the non-classified and classified performing loans in our loan portfolio, except PCI loans, by applying historical loss factors for homogeneous classes of the portfolio, adjusted for changes to the above-noted environmental factors. We may record specific provisions for impaired loans, including loans on nonaccrual status and TDRs, after a careful analysis of each loan’s credit and collateral factors. Our analysis of an appropriate ALL combines the provisions made for our non-classified loans, classified loans, and the specific provisions made for each impaired loan.
For the PCI loans, the acquisition date fair value incorporated our estimate of future expected cash flows until the ultimate resolution of these credits. To the extent actual or projected cash flows are less than previously estimated, additional provisions for loan losses on the PCI loan portfolio will be recognized immediately into earnings. To the extent actual or projected cash flows are more than previously estimated, the increase in cash flows is recognized immediately as a recapture of provision for loan losses up to the previously recognized provision for that loan or pool of loans, if any, and then prospectively recognized in interest income as a yield adjustment.
While we believe we use the best information available to determine the allowance for loan losses under both methods, results of operations could be significantly affected if circumstances differ substantially from the assumptions used in determining the allowance. A further decline in local and national economic conditions, or other factors, could result in a material increase in the allowance for loan losses and may adversely affect the Company’s financial condition and results of operations. In addition, the determination of the amount of the allowance for loan losses is subject to review by bank regulators, as part of their routine examination process, which may result in the establishment of additional allowance allocations based upon their judgment of information available to them at the time of their examination.

65


The following table provides information regarding changes in our allowance for loan losses as of and for the three and nine months ended September 30, 2015:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(Dollars in thousands)
Loans receivable, net at the end of the period
$
2,404,044

 
$
2,202,883

 
$
2,404,044

 
$
2,202,883

Average loans receivable during the period
$
2,356,090

 
$
2,194,460

 
$
2,295,881

 
$
1,763,081

Allowance for loan losses on loans at the beginning of the period
$
28,278

 
$
28,483

 
$
27,729

 
$
28,824

Provision for loan losses
851

 
594

 
3,247

 
1,743

Charge-offs:
 
 
 
 
 
 
 
Commercial business
(70
)
 
(509
)
 
(1,580
)
 
(1,991
)
Real estate construction and land development

 

 
(106
)
 
(345
)
Consumer
(278
)
 
(315
)
 
(1,208
)
 
(557
)
Total charge-offs
(348
)
 
(824
)
 
(2,894
)
 
(2,893
)
Recoveries:
 
 
 
 
 
 
 
Commercial business
59

 
43

 
447

 
544

One-to-four family residential
12

 

 
13

 

Real estate construction and land development

 

 
100

 
43

Consumer
152

 
46

 
362

 
81

Total recoveries
223

 
89

 
922

 
668

Net charge-offs
(125
)
 
(735
)
 
(1,972
)
 
(2,225
)
Allowance for loan losses at end of period
$
29,004

 
$
28,342

 
$
29,004

 
$
28,342

Allowance for loan losses to loans receivable, net
1.21
%
 
1.29
%
 
1.21
%
 
1.29
%
Ratio of net charge-offs during period to average loans receivable (annualized)
0.02
%
 
0.13
%
 
0.11
%
 
0.17
%
The allowance for loan losses increased $1.3 million, or 4.6%, to $29.0 million at September 30, 2015 from $27.7 million as of December 31, 2014. The allowance for loan losses to loans receivable, net ratio decreased slightly to 1.21% at September 30, 2015 from 1.23% at December 31, 2014.
The nonperforming loans decreased $1.7 million, or 14.4%, to $9.9 million at September 30, 2015 from $11.6 million at December 31, 2014. Nonperforming loans to loans receivable, net was 0.41% at September 30, 2015 compared to 0.51% December 31, 2014, and the allowance for loan losses to nonperforming loans was 292.76% at September 30, 2015 and 239.62% at December 31, 2014.
Based on management’s assessment of loan quality and current economic conditions, the Company believes that its allowance for loan losses was appropriate to absorb the probable incurred credit losses and inherent risks of loss in the loan portfolio at September 30, 2015.


66


Deposits and Other Borrowings
As indicated in the table below, total deposits were $3.05 billion at September 30, 2015, an increase of $147.9 million, or 5.1%, from $2.91 billion at December 31, 2014.
 
September 30, 2015
 
December 31, 2014
 
Balance
 
% of Total
 
Balance
 
% of Total
 
(Dollars in thousands)
Non-interest bearing demand deposits
$
762,240

 
25.0
%
 
$
709,673

 
24.4
%
NOW accounts
893,031

 
29.2

 
793,362

 
27.3

Money market accounts
513,859

 
16.8

 
520,065

 
17.9

Savings accounts
447,529

 
14.7

 
357,834

 
12.3

Total non-maturity deposits
2,616,659

 
85.7

 
2,380,934

 
81.9

Certificates of deposit
437,539

 
14.3

 
525,397

 
18.1

Total deposits
$
3,054,198

 
100.0
%
 
$
2,906,331

 
100.0
%
The increase in deposits was the result of customer activities. Non-maturity deposits (total deposits less certificates of deposit) have increased $235.7 million, or 9.9%, to $2.62 billion at September 30, 2015 from $2.38 billion at December 31, 2014 and certificate of deposit accounts have decreased $87.9 million, or 16.7%, to $437.5 million at September 30, 2015 from $525.4 million at December 31, 2014. Based on the change in the mix and volume of deposits, the percentage of certificates of deposit to total deposits decreased to 14.3% at September 30, 2015 from 18.1% at December 31, 2014.
Borrowings may be used on a short-term basis to compensate for reductions in other sources of funds (such as deposit inflows at less than projected levels). Borrowings may also be used on a longer-term basis to support expanded lending activities and match the maturity of repricing intervals of assets. The Bank is utilizing securities sold under agreement to repurchase as a supplement to its funding sources. Our repurchase agreements are secured by available for sale investment securities. At September 30, 2015, the Bank had securities sold under agreement to repurchase totaling $22.8 million, a decrease of $9.4 million, or 29.1%, from $32.2 million at December 31, 2014. The decrease is the result of customer activity during the period.
As part of the Washington Banking Merger, the Company acquired junior subordinated debentures with fair value of $18.9 million. The debentures have a par value of $25.0 million, and pay quarterly interest based on three-month LIBOR plus 1.56%. The debentures mature in 2037. The balance of the junior subordinated debentures at September 30, 2015 was $19.4 million.
We are required to maintain an adequate level of liquidity to ensure the availability of sufficient funds to fund loan originations and deposit withdrawals, satisfy other financial commitments, and fund operations. We generally maintain sufficient cash and short-term investments to meet short-term liquidity needs. At September 30, 2015, cash and cash equivalents totaled $142.5 million, or 4.0% of total assets. In addition, $1.5 million of the $5.2 million of other interest earning deposits are scheduled to mature within one year of September 30, 2015. The fair value of investment securities available for sale totaled $703.1 million at September 30, 2015 of which $222.6 million were pledged to secure public deposits or borrowing arrangements. The fair value of investment securities available for sale that were not pledged to secure public deposits or borrowing arrangements totaled $480.5 million, or 13.0%, of total assets at September 30, 2015. The fair value of investment securities available for sale with maturities of one year or less were $3.5 million, or 0.1% of total assets at September 30, 2015.
At September 30, 2015, the Bank maintained credit facilities with the FHLB for $501.3 million and credit facilities with the Federal Reserve Bank of San Francisco for $57.3 million, of which there were no borrowings outstanding at September 30, 2015. The Bank also maintains lines of credit with four correspondent banks to purchase federal funds totaling $90.0 million as of September 30, 2015. There were no federal funds purchased as of September 30, 2015.


67


Liquidity and Cash Flows
Our primary sources of funds are customer deposits, loan principal and interest payments and interest earned on and proceeds from sales and maturities of investment securities. These funds, together with retained earnings, equity and other borrowed funds (as necessary), are used to make loans, acquire investment securities and other assets, and fund continuing operations. While maturities and scheduled amortization of loans are predictable sources of funds, deposit flows and prepayments are greatly influenced by the level of interest rates, economic conditions, and competition. In addition to customer deposits, management may utilize the use of brokered deposits on an as-needed basis.
Heritage Bank: The principal objective of the Bank’s liquidity management program is to maintain the ability to meet day-to-day cash flow requirements of its customers who either wish to withdraw funds or to draw upon credit facilities to meet their cash needs. The Bank monitors the sources and uses of funds on a daily basis to maintain an acceptable liquidity position. In addition to liquidity from core deposits and the repayment and maturities of loans, the Bank can utilize established credit facilities and lines with correspondent banks or sale of investment securities.
Heritage Financial Corporation: The Company is a separate legal entity from the Bank and must provide for its own liquidity. Substantially all of the Company’s revenues are obtained from dividends declared and paid by the Bank. There are statutory and regulatory provisions that could limit the ability of the Bank to pay dividends to the Company. However, management believes that such restrictions will not have an adverse impact on the ability of the Company to meets its ongoing cash obligations.
Consolidated Cash Flows: As disclosed in the Condensed Consolidated Statements of Cash Flows, net cash provided by operating activities was $33.2 million for the nine months ended September 30, 2015, and primarily consisted of proceeds from sale of loans held for sale of $103.7 million, net income of $28.0 million and depreciation and amortization of $10.5 million, partially offset by originations for loans held for sale of $102.3 million, gain on sale of loans, net, of $3.8 million and net change in other assets and liabilities of $4.1 million. During the nine months ended September 30, 2015, net cash used in investing activities was $134.3 million, which consisted primarily of purchases of investment securities available for sale of $158.0 million, net loan originations of $156.1 million and the purchase of $25.0 million of bank-owned life insurance, offset partially by proceeds from sales of investment securities available for sale of $102.9 million and maturities of investment securities available for sale of $91.9 million. Net cash provided in financing activities was $122.0 million for the nine months ended September 30, 2015, and primarily consisted of a net increase in deposits of $147.9 million, offset partially by a $9.6 million payment of cash dividends on common stock, a $9.4 million decrease in the securities sold under agreement to repurchase, and $7.7 million of repurchases of common stock.

Capital and Capital Requirements
Stockholders’ equity at September 30, 2015 was $468.7 million compared with $454.5 million at December 31, 2014. During the nine months ended September 30, 2015, the Company realized net income of $28.0 million, declared and paid cash dividends of $9.6 million, recorded $1.6 million in other comprehensive income, recorded stock-based compensation expense related to restricted stock totaling $1.2 million, recorded $686,000 related to the exercise of stock options, net of tax effect, and repurchased common stock for $7.7 million.
The Company is a bank holding company under the supervision of the Federal Reserve Bank of San Francisco. Bank holding companies are subject to capital adequacy requirements of the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve Board. Heritage Bank is a federally insured institution and thereby is subject to the capital requirements established by the FDIC. The Federal Reserve Board capital requirements generally parallel the FDIC requirements. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s Condensed Consolidated Financial Statements and operations. Management believes the Company and the Bank meet all capital adequacy requirements to which they are subject.
Pursuant to minimum capital requirements of the FDIC effective on January 1, 2015, all FDIC-insured financial institutions, including Heritage Bank, are required to maintain a minimum common equity Tier 1 risk-based capital to risk-weighted assets ratio of 4.5%, a minimum Tier 1 leverage ratio to average assets of 4.0% and minimum risk-based capital ratios of Tier 1 capital to risk-weighted assets and total capital to risk-weighted assets of 6.0% and 8.0%, respectively.
As of September 30, 2015 and December 31, 2014, the most recent regulatory notifications categorized Heritage Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s categories.

68


 
 
Minimum Requirements
 
Well-Capitalized Requirements
 
Actual
 
 
$
 
%
 
$
 
%
 
$
 
%
 
 
(Dollars in thousands)
As of September 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
 
The Company consolidated
 
 
 
 
 
 
 
 
 
 
 
 
Common equity Tier 1 capital to risk-weighted assets
 
$
122,231

 
4.5
%
 
N/A

 
N/A
 
$
341,740

 
12.6
%
Tier 1 leverage capital to average assets
 
136,949

 
4.0

 
N/A

 
N/A
 
360,885

 
10.5

Tier 1 capital to risk-weighted assets
 
162,974

 
6.0

 
N/A

 
N/A
 
360,885

 
13.3

Total capital to risk-weighted assets
 
217,299

 
8.0

 
N/A

 
N/A
 
389,333

 
14.3

Heritage Bank
 
 
 
 
 
 
 
 
 
 
 
 
Common equity Tier 1 capital to risk-weighted assets
 
130,472

 
4.5

 
188,460

 
6.5
 
353,850

 
12.2

Tier 1 leverage capital to average assets
 
136,883

 
4.0

 
171,103

 
5.0
 
353,850

 
10.3

Tier 1 capital to risk-weighted assets
 
173,963

 
6.0

 
231,951

 
8.0
 
353,850

 
12.2

Total capital to risk-weighted assets
 
231,951

 
8.0

 
289,939

 
10.0
 
383,027

 
13.2

 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2014:
 
 
 
 
 
 
 
 
 
 
 
 
The Company consolidated
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 leverage capital to average assets
 
$
132,881

 
4.0
%
 
N/A

 
N/A
 
$
340,292

 
10.2
%
Tier 1 capital to risk-weighted assets
 
97,620

 
4.0

 
N/A

 
N/A
 
340,292

 
13.9

Total capital to risk-weighted assets
 
195,240

 
8.0

 
N/A

 
N/A
 
368,198

 
15.1

Heritage Bank
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 leverage capital to average assets
 
132,853

 
4.0

 
166,066

 
5.0
 
332,147

 
10.0

Tier 1 capital to risk-weighted assets
 
97,585

 
4.0

 
146,378

 
6.0
 
332,147

 
13.6

Total capital to risk-weighted assets
 
195,171

 
8.0

 
243,964

 
10.0
 
360,053

 
14.8


In July 2013, the Federal banking regulators approved a final rule to implement the revised capital adequacy standards of the Basel Committee on Banking Supervision, commonly called Basel III, and to address relevant provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The final rule strengthens the definition of regulatory capital, increases risk-based capital requirements, makes selected changes to the calculation of risk-weighted assets, and adjusts the prompt corrective action thresholds. Although new capital requirements were effective on January 1, 2015, certain provisions of the new rule will be phased in over the period of 2015 through 2019, including, among others, a new capital conservation buffer requirement, which requires banking organizations to maintain a common equity capital ratio more than 2.5% above the minimum common equity Tier 1 capital, Tier 1 capital and total risk-based capital ratios in order to avoid limitations on capital distributions, including dividend payments, and certain discretionary bonus payments. The capital conservation buffer requirement will be phased in beginning on January 1, 2016 at 0.625% and will be fully phased in at 2.50% by January 1, 2019.
Quarterly, the Company reviews the potential payment of cash dividends to its common shareholders. The timing and amount of cash dividends paid on our common stock depends on the Company’s earnings, capital requirements, financial condition and other relevant factors. Dividends on common stock from the Company depend substantially upon receipt of dividends from the Bank, which is the Company’s predominant source of income. On October 21, 2015, the Company’s Board of Directors declared a regular dividend of $0.11 per common share and a special dividend of $0.10 per common share payable on November 18, 2015 to shareholders of record on November 4, 2015.


69


ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our results of operations are highly dependent upon our ability to manage interest rate risk. We consider interest rate risk to be a significant market risk that could have a material effect on our financial condition and results of operations. Interest rate risk is measured and assessed on a quarterly basis. In our opinion, there has not been a material change in our interest rate risk exposure since the information disclosed in our annual report on Form 10-K for the year-ended at December 31, 2014.
We do not maintain a trading account for any class of financial instrument nor do we engage in hedging activities or purchase high-risk derivative instruments. Moreover, we have no material foreign currency exchange rate risk or commodity price risk.

ITEM 4.     CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
An evaluation of the Company’s disclosure controls and procedure (as defined in Section 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934 (the “Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and the Company’s Disclosure Committee as of the end of the period covered by this quarterly report. In designing and evaluating the Company’s disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of September 30, 2015 are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
(b) Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Act) that occurred during the nine months ended September 30, 2015, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company does not expect that its internal control over financial reporting will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.
 
PART II.    OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS
Heritage and Heritage Bank are not a party to any material pending legal proceedings other than ordinary routine litigation incidental to the business of the Bank.

ITEM 1A.     RISK FACTORS
There have been no material changes to the risk factors set forth in Part I. Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

70



ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company has had various stock repurchase programs since March 1999. On October 23, 2014, the Company's Board of Directors authorized the repurchase of up to 5% of the Company's outstanding common shares, or approximately 1,513,000 shares, under the eleventh stock repurchase plan. The number, timing and price of shares repurchased will depend on business and market conditions, and other factors, including opportunities to deploy the Company's capital. On August 30, 2012, the Board of Directors approved the Company’s tenth stock repurchase plan, authorizing the repurchase of up to 5% of the Company’s outstanding shares of common stock, or approximately 757,000 shares. As the eleventh plan superseded the tenth stock repurchase program, the Company did not repurchase the total number of shares available under the tenth plan.

The following table provides total repurchased shares and average share prices under the applicable plans for the periods indicated:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
2015
 
2014
 
2015
 
2014
 
Plan Total (1)
Tenth Plan
 
 
 
 
 
 
 
 
 
Repurchased shares

 
108,075

 
 
 
108,075

 
704,975

Stock repurchase average share price
$

 
$
16.88

 
 
 
$
16.88

 
$
15.85

 
 
 
 
 
 
 
 
 
 
Eleventh Plan
 
 
 
 
 
 
 
 
 
Repurchased shares

 

 
441,966

 

 
441,966

Stock repurchase average share price
$

 
$

 
$
16.64

 
$

 
$
16.64

(1) Represents shares repurchased and average share price paid during the duration of the plan.
In addition to the stock repurchases disclosed in the table above, the Company repurchased shares to pay withholding taxes on the vesting of restricted stock. During the three months ended September 30, 2015 and 2014, the Company repurchased 388 and 2,751 shares at an average price of $17.63 and $16.11, respectively, to pay withholding taxes on the vesting of restricted stock that vested during the three months ended September 30, 2015 and 2014, respectively. During the nine months ended September 30, 2015 and 2014, the Company repurchased 21,998 and 18,549 shares at an average price of $17.07 and $16.99, respectively, to pay withholding taxes on the vesting of restricted stock that vested during the nine months ended September 30, 2015 and 2014, respectively.
The following table sets forth information about the Company’s purchases of its outstanding common stock during the quarter ended September 30, 2015.
Period
 
Total Number 
of Shares 
Purchased(1)
 
Average Price
Paid Per 
Share(1)
 
Total Number of  Shares Purchased as 
Part of Publicly
Announced Plans or Programs
 
Maximum Number 
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
July 1, 2015— July 31, 2015
 
314

 
$
17.52

 
7,755,389

 
1,073,034

August 1, 2015— August 31, 2015
 

 

 
7,755,389

 
1,073,034

September 1, 2015—September 30, 2015
 
74

 
18.10

 
7,755,389

 
1,073,034

Total
 
388

 
$
17.63

 
7,755,389

 
1,073,034

(1)
All common shares repurchased by the Company between July 1, 2015 and September 30, 2015 were the cancellation of shares of restricted stock to pay withholding taxes.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES
None


71


ITEM 4.     MINE SAFETY DISCLOSURES
Not applicable

ITEM 5.        OTHER INFORMATION
None
ITEM 6.     EXHIBITS
Exhibit No.
 
Description of Exhibit
2.1

 
Purchase and Assumption Agreement for Cowlitz Acquisition (1)
 
 
 
2.2

 
Purchase and Assumption Agreement for Pierce Acquisition (2)
 
 
 
2.3

 
Definitive Agreement for Valley Acquisition (3)
 
 
 
2.4

 
Agreement and Plan of Merger with Washington Banking Company (4)
 
 
 
3.1

  
Articles of Incorporation (5)
 
 
 
3.2

  
Amended and Restated Bylaws of the Company (6)
 
 
 
10.1

  
1998 Stock Option and Restricted Stock Award Plan (7)
 
 
 
10.2

  
1997 Stock Option and Restricted Stock Award Plan (8)
 
 
 
10.3

  
2002 Incentive Stock Option Plan, Director Nonqualified Stock Option Plan, and Restricted Stock Option Plan (9)
 
 
 
10.4

  
2006 Incentive Stock Option Plan, Director Nonqualified Stock Option Plan, and Restricted Stock Option Plan (10)
 
 
 
10.5

  
Annual Incentive Compensation Plan (11)
 
 
 
10.6

  
2010 Omnibus Equity Plan (12)
 
 
 
10.7

 
2014 Omnibus Equity Plan (13)
 
 
 
10.8

 
Form of Nonqualified Stock Option Award Agreement under the Heritage Financial Corporation 2014 Omnibus Equity Plan (14)
 
 
 
10.9

 
Form of Restricted Stock Award Agreement under the Heritage Financial Corporation 2014 Omnibus Equity Plan (14)
 
 
 
10.10

 
Form of Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2014 Omnibus Equity Plan (14)
 
 
 
10.11

  
Deferred Compensation Plan and Participation Agreements by and between Heritage and each of Brian L. Vance, Jeffrey J. Deuel and Donald J. Hinson (15)
 
 
 
10.12

  
Employment Agreements by and between Heritage and each of Brian L. Vance, Jeffrey J. Deuel and Donald J. Hinson (15)
 
 
 
10.13

  
Employment Agreement and Deferred Compensation Participation Agreement by and between Heritage and David A. Spurling (16)
 
 
 
10.14

  
Employment Agreement by and between Heritage and Bryan McDonald (17)
 
 
 
10.15

  
Employment Agreements by and between Heritage and Edward Eng (17)
 
 
 
10.16

  
Deferred Compensation Plan and Participation Agreement by and between Heritage and Bryan D. McDonald (18)
 
 
 
10.17

 
Form of Split Dollar Agreements, dated August 3, 2015, by and between Heritage and Brian L. Vance, Jeffrey J. Deuel, Donald J. Hinson, Bryan D. McDonald and David A. Spurling (19)
 
 
 
11

  
Statement regarding computation of earnings per share (20)
 
 
 

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14.0

  
Code of Ethics and Conduct Policy (21)
 
 
 
31.1

  
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
31.2

  
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
32.1

  
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
101

  
The following materials from Heritage Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in Extensible Business Reporting Language (“XBRL”): (i) Unaudited Condensed Consolidated Statements of Financial Condition, (ii) Unaudited Condensed Consolidated Statements of Income; (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income, (iv) Unaudited Condensed Consolidated Statements of Stockholders' Equity; (v) Unaudited Condensed Consolidated Statements of Cash Flows, and (vi) Unaudited Notes to Condensed Consolidated Financial Statements

 
(1)
Incorporated by reference to the Current Report on Form 8-K dated July 30, 2010.
(2)
Incorporated by reference to the Current Report on Form 8-K dated November 5, 2010.
(3)
Incorporated by reference to the Current Report on Form 8-K dated March 11, 2013.
(4)
Incorporated by reference to the Current Report on Form 8-K dated October 23, 2013.
(5)
Incorporated by reference to the Registration Statement on Form S-1 (Reg. No. 333-35573) declared effective on November 12, 1997; as amended, said Amendment being incorporated by reference to the Amendment to the Articles of Incorporation of Heritage Financial Corporation filed with the Current Report on Form 8-K dated November 25, 2008.
(6)
Incorporated by reference to the Current Report on Form 8-K dated April 30, 2014.
(7)
Incorporated by reference to the Registration Statement on Form S-8 (Reg. No. 333-71415).
(8)
Incorporated by reference to the Registration Statement on Form S-8 (Reg. No. 333-57513).
(9)
Incorporated by reference to the Registration Statements on Form S-8 (Reg. No. 333-88980; 333-88982; 333-88976).
(10)
Incorporated by reference to the Registration Statements on Form S-8 (Reg. No. 333-134473; 333-134474; 333-134475).
(11)
Incorporated by reference to the Annual Report on Form 10-K dated March 2, 2010.
(12)
Incorporated by reference to the Registration Statement on Form S-8 (Reg. No. 33-167146).
(13)
Incorporated by reference to Heritage Financial Corporation's definitive proxy statement dated June 11, 2014.
(14)
Incorporated by reference to the Current Report on Form 10-Q dated August 6, 2014.
(15)
Incorporated by reference to the Current Report on Form 8-K dated September 7, 2012.
(16)
Incorporated by reference to the Current Report on Form 8-K dated January 6, 2014.
(17)
Incorporated by reference to the Registration Statement on Form S-4 (Reg. No. 333-192985).
(18)
Incorporated by reference to the Annual Report on Form 10-K dated March 10, 2015.
(19)
Incorporated by reference to the Current Report on Form 10-Q dated August 6, 2015.
(20)
Reference is made to Note (10)—Stockholders' Equity in the Notes to Condensed Consolidated Financial Statements under Part 1. Item 1. herein.
(21)
Registrant elects to satisfy Regulation S-K §229.406(c) by posting its Code of Ethics on its website at www.HF-WA.com in the section titled Investor Information: Corporate Governance.


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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 FINANCIAL CORPORATION
 
 
 
Date:
 
 
November 5, 2015
 
/S/    BRIAN L. VANCE        
 
 
Brian L. Vance
 
 
President and Chief Executive Officer
 
 
(Duly Authorized Officer)
 
 
 
Date:
 
 
November 5, 2015
 
/S/    DONALD J. HINSON        
 
 
Donald J. Hinson
 
 
Executive Vice President and Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)



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EXHIBIT INDEX
Exhibit No.
 
Description of Exhibit
 
 
 
31.1
 
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
31.2
 
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
32.1
 
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
101
 
The following financial information from Heritage Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 is formatted in XBRL: (i) the Unaudited Condensed Consolidated Statements of Financial Condition, (ii) the Unaudited Condensed Consolidated Statements of Income, (iii) the Unaudited Condensed Consolidated Statements Comprehensive Income, (iv) the Unaudited Condensed Consolidated Statements of Stockholders’ Equity, (v) the Unaudited Condensed Consolidated Statements of Cash Flows, and (vi) the Unaudited Notes to Condensed Consolidated Financial Statements.



75