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Section 1: 8-K (8-K)

umpq-20200422
0001077771false00010777712020-04-222020-04-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
 
 
Date of Report: April 22, 2020
(Date of earliest event reported)
 
Umpqua Holdings Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
 
Oregon001-3462493-1261319
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
 
One SW Columbia Street, Suite 1200
Portland, Oregon 97258
(address of Principal Executive Offices)(Zip Code)
 
(503) 727-4100
(Registrant's Telephone Number, Including Area Code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASSTRADING SYMBOLNAME OF EXCHANGE
Common StockUMPQThe NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]







Item 2.02Results of Operations and Financial Condition.
 
On April 22, 2020, Umpqua Holdings Corporation issued a press release announcing first quarter 2020 financial results. The release is attached hereto as Exhibit 99.1. The information included in the press release is considered to be "furnished" under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Umpqua Holdings Corporation will include final financial statements and additional analyses for the quarter ended March 31, 2020 as part of its quarterly report on Form 10-Q covering that period.
 
Item 7.01Regulation FD Disclosure.
 
Umpqua Holdings Corporation is filing an investor slide presentation that it intends to review in conjunction with its earnings release conference call on April 23, 2020. The slides are included as Exhibit 99.2 to this report and shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

The following risk factor supplements the “Risk Factors” section in our 2019 Form 10-K:

The COVID-19 pandemic has adversely impacted our business and financial results, and the ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.

The COVID-19 pandemic has negatively impacted the economy, changed customer behaviors, disrupted supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels. The pandemic has resulted in temporary closures of many businesses and the institution of social distancing and stay at home / sheltering in place requirements in the states and communities we serve. As a result, the demand for our products and services may be significantly impacted, which could adversely affect our revenue. The pandemic could continue to result in the recognition of credit losses in our loan portfolios and increases in our allowance for credit losses, particularly if businesses remain closed, unemployment levels rise or regional economic conditions worsen. In addition, we may be required to recognize impairments on the fair value of assets, such as goodwill. Our business operations may also be disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic. In response to the pandemic, we have initiated relief programs designed to support our customers and communities including payment deferral programs, deferral-related and other fee waivers, suspended residential property foreclosure sales, and other expanded assistance for customers. Future governmental actions may require these and other types of customer-related responses that could negatively impact our financial results. We could be required to take capital actions in response to the COVID-19 pandemic, including reducing dividends and eliminating stock repurchases. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic; actions taken by governmental authorities and other third parties in response to the pandemic; the effect on our customers, counterparties, employees and third party service providers; and the effect on economies and markets. To the extent that the COVID-19 outbreak continues to adversely affect our business and financial performance, it may also have the effect of heightening many of the other risks identified in the “Risk Factors” section of our most recently filed Annual Report on Form 10-K.

Item 9.01Financial Statements and Exhibits.
(d)EXHIBITS
 
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
UMPQUA HOLDINGS CORPORATION
(Registrant)
 
Dated: April 22, 2020
By:/s/ Andrew H. Ognall
Andrew H. Ognall
Executive Vice President, General Counsel and Secretary


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Section 2: EX-99.1 (PRESS RELEASE ANNOUNCING FIRST QUARTER 2020 FINANCIAL RESULTS)

Document

EXHIBIT 99.1 
403699578_umpqheadera011.jpg  

Contacts:
Ron FarnsworthDrew Anderson
EVP/Chief Financial OfficerSVP/Investor Relations Director
Umpqua Holdings CorporationUmpqua Holdings Corporation
503-727-4108503-727-4192
ronfarnsworth@umpquabank.comdrewanderson@umpquabank.com
 
UMPQUA REPORTS FIRST QUARTER 2020 RESULTS

Deposit growth of $217.9 million, or 3.9% annualized; loan and lease growth of $55.8 million, or 1.1% annualized
Launched COVID-19 support programs for associates, customers, and communities
COVID-19 impacts on economic forecasts and CECL adoption resulted in provision for credit losses of $118.1 million
Tier 1 Common Equity Ratio of 10.9% and Total Risk Based Capital Ratio of 14.0%
Evaluating goodwill for impairment

PORTLAND, Ore. – April 22, 2020 – Umpqua Holdings Corporation (NASDAQ: UMPQ) (the “Company”) reported net loss of $28.3 million for the first quarter of 2020, compared to net income of $83.8 million for the fourth quarter of 2019 and $74.0 million for the first quarter of 2019. Earnings (loss) per diluted common share were a loss of $(0.13) for the first quarter of 2020, compared to earnings of $0.38 for the fourth quarter of 2019 and earnings of $0.34 for the first quarter of 2019.

"The COVID-19 pandemic is an unprecedented global event that has impacted companies of all sizes across every industry. I’m proud that Umpqua responded to protect the health and safety of our customers and associates while minimizing disruption to the essential service of banking. In addition to adapting our operations, we rolled out relief programs to support our associates, customers, and communities, and I'm extremely proud of our significant efforts to promptly ramp up to accept and approve a significant amount of payroll protection loans through the CARES Act,” said Cort O’Haver, president and CEO of Umpqua Holdings Corporation. “Small businesses are the lifeblood of the United States economy, and a top priority is helping them navigate this extraordinary disruption. To-date we’ve approved and received SBA PLP numbers to be able to fund more than 6,700 loans for $1.4 billion in balances under the Payroll Protection Program."

O'Haver continued "Like others, Umpqua’s financial performance for the quarter reflects the severity and speed of the COVID-19 crisis and the uncertainty facing all businesses. The company adopted CECL during the quarter and due to the COVID-19 influenced economic forecast, it resulted in a significantly higher provision for the quarter. However, the company’s ability to pivot quickly and effectively to processing the influx of Payroll Protection Program applications reflects our operating strength and the value of the technological investments made over the past few years. We’re confident that as we continue to manage through this crisis, the resilience of our associates and our strong capital and liquidity positions will continue to be a strategic advantage for Umpqua going forward.”

Ongoing impact of COVID-19 on our business operations:

We promptly modified operations to comply with multiple state-level proclamations and CDC guidance and best practice; we continue to:
restrict all travel.


Umpqua Reports First Quarter 2020 Results
April 22, 2020
Page 2
maintain a remote work program for associates other than store associates and small groups of other functions that cannot be completed remotely. About 90% of our non-store associates are operating remotely.
transitioned store operations to restrict lobby access and instructed customers to bank by appointment only which has allowed over 95% of stores to remain open throughout the crisis.
increased cleaning scope and frequency to our store locations and installed other protective devices for our associates.
deployed resources to rapidly adjust to new programs such as the Payroll Protection Program ("PPP").
Mobile banking usage trends are up 5% and unique sessions are up 12% from pre-COVID 19 levels in addition to an expected decline in store transactions of over 40%.
Continue to offer our Umpqua Go-To® application which offers customers and associates a safe and effective way of conducting banking. In March, Go-To customers using the platform increased 2.5x and message volume increased 3x from January.
We enhanced associate benefits, including:
supplemental front line associate pay.
pandemic pay bank for associates needing additional paid time off due to COVID-19 impacts.
flexible work rotations and remote work for higher-risk associates.
Active participant in federal relief programs, including:
CARES Act PPP.
Economic Injury Disaster Loan (EIDL) Program.
Addressing other customer needs during pandemic:
Payment deferrals.
Waiving deferral associated fees.
ATM fee waivers.
Enhanced community support:
announced $2.0 million in combined grants and investments to organizations providing COVID-19 community relief and small business microloans.
initiated virtual volunteerism program.
activated an associate 3:1 giving match to donations.

Notable items that impacted the first quarter 2020 financial results included:

$118.1 million provision for credit losses reflecting a COVID-19 global pandemic influenced economic forecast, compared to a $16.3 million provision expense in the prior quarter, and a $13.7 million provision expense in the same period of the prior year.
$25.4 million loss on the fair value change of the MSR asset due to changes in valuation inputs or assumptions resulting from the decrease in long term interest rates during the quarter compared to a $5.1 million loss in the prior quarter and a $7.5 million loss in the same period of the prior year.
$14.3 million loss related to the fair value of the debt capital market swap derivatives attributable to the decrease in long-term interest rates during the quarter, compared to a gain of $5.0 million in the prior quarter and a loss of $2.5 million in the same period of the prior year.



Umpqua Reports First Quarter 2020 Results
April 22, 2020
Page 3
First Quarter 2020 Highlights (compared to prior quarter):

Net interest income decreased by $8.3 million on a quarter to quarter basis primarily driven by lower average yields on loans and leases, partially offset by a lower cost of interest bearing deposits;
Provision for credit losses increased by $101.8 million, reflecting a COVID-19 global pandemic influenced economic forecast;
Net charge-offs increased by thirteen basis points to 0.41% of average loans and leases (annualized);
Non-interest income decreased by $43.1 million, driven primarily by the $30.7 million loss related to the fair value of the MSR asset and the $14.3 million dollar loss related to the fair value of the debt capital market swap derivatives;
Non-interest expense decreased by $5.7 million, driven primarily by lower professional fees and services, lower incentives and commissions, and lower other expenses, partially offset by seasonally higher payroll taxes;
Non-performing assets to total assets increased to 0.30% from 0.23%;
Estimated total risk-based capital ratio of 14.0% and estimated Tier 1 common to risk weighted assets ratio of 10.9%;
Declared a quarterly cash dividend of $0.21 per common share.

Balance Sheet
Total consolidated assets were $29.4 billion as of March 31, 2020, compared to $28.8 billion as of December 31, 2019 and $27.4 billion as of March 31, 2019. Including secured off-balance sheet lines of credit, total available liquidity was $11.2 billion as of March 31, 2020, representing 38% of total assets and 49% of total deposits.
 
Gross loans and leases were $21.3 billion as of March 31, 2020, an increase of $55.8 million relative to December 31, 2019. Please refer to the additional loan tables in the Q1 2020 Earnings Presentation for select underwriting characteristics of the loan portfolio and specific industry concentrations impacted by COVID-19.

Total deposits were $22.7 billion as of March 31, 2020, an increase of $217.9 million from $22.5 billion as of December 31, 2019. This increase was attributable to growth in non-interest bearing demand deposits of $256.5 million and money market growth of $151.2 million.
 
Net Interest Income
Net interest income was $218.5 million for the first quarter of 2020, down $8.3 million from the prior quarter. This decrease was primarily driven by lower average yields on loans and leases, partially offset by a lower cost of interest bearing deposits.

The Company's net interest margin was 3.41% for the first quarter of 2020, down ten basis points from 3.51% for the fourth quarter of 2019 primarily driven by the decrease in short and long term interest rates during the quarter.

Credit Quality
The allowance for credit losses on loans and leases was $291.4 million, or 1.37% of loans and leases, as of March 31, 2020, which was up from $157.6 million, or 0.74% of loans and leases, as of December 31, 2019. The initial adjustment to the allowance for credit losses to record the adoption of CECL as of January 1, 2020 was $53.2 million. The provision for credit losses was $118.1 million for the first quarter of 2020, an increase of $101.8 million from the prior quarter level, driven primarily by the COVID-19 global pandemic influenced economic forecast.

Net charge-offs as a percentage of average loans and leases increased by thirteen basis points to 0.41% of average loans and leases (annualized). The increase in net charge-offs for the quarter was primarily due to a COVID-19 related single charge-off to a regional air transportation lessor. As of March 31, 2020, non-performing assets were 0.30% of total assets, compared to 0.23% as of December 31, 2019 and 0.32% as of March 31, 2019.



Umpqua Reports First Quarter 2020 Results
April 22, 2020
Page 4
Current Expected Credit Loss (CECL)
As described in our 2019 annual report on Form 10-K ("2019 10-K"), on January 1, 2020, we adopted Accounting Standards Update No. 2016-13, Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("CECL"), which upon adoption resulted in a reduction to our opening retained earnings balance of approximately $40.2 million, net of income tax, and a pre-tax increase to the allowance for credit losses on loans and leases of approximately $53.2 million. In applying CECL, our financial results will be affected as soon as weak or deteriorating economic conditions are forecasted which alters our expectations for credit losses. In addition, due to the expansion of the time horizon over which we are required to estimate future credit losses under CECL, we may experience increased volatility in our future provisions for credit losses. When utilizing economic forecast models that factor in significant, negative COVID-19 impacts to the economy, we incurred a significant provision expense for credit losses in the first quarter of 2020 and may incur significant provision expense for credit losses in future periods as well as actual or projected economic conditions deteriorate further.

Non-interest Income
Non-interest income was $40.6 million for the first quarter of 2020, down $43.1 million from the prior quarter driven primarily by the difference from the prior period on the loss related to the fair value of the MSR asset of $20.3 million and the difference from the prior period on the loss related to the fair value of the debt capital market swap derivatives of $19.3 million.

Revenue from the origination and sale of residential mortgages was $39.3 million for the first quarter of 2020, an increase of $3.9 million from the prior quarter. This increase reflects a sequential quarter increase of $88.2 million or 8% in for-sale mortgage origination volume and an increase of nine basis points in the home lending gain on sale margin to 3.43% for the first quarter of 2020. Of the current quarter's mortgage production, 43% related to purchase activity, compared to 55% for the prior quarter and 71% for the same period of the prior year.

Non-interest Expense
Non-interest expense was $177.7 million for the first quarter of 2020, down $5.7 million from the prior quarter level. This decrease was driven primarily by lower professional fees and services, lower incentives and commissions, and lower other expenses, partially offset by seasonally higher payroll taxes.

Goodwill
Based on continued market volatility, consensus forecasts for a prolonged low interest rate environment, and the drop in price of the Company’s common stock during the quarter, the Company is currently analyzing the value of goodwill within its operating segments related to its prior acquisitions, and believes the value of goodwill has been significantly impaired. Any potential goodwill impairment could be material to reported earnings, but would be a non-cash charge and have no effect on the Company’s cash balances, liquidity or tangible equity. In addition, because goodwill and other intangible assets are not included in the calculation of regulatory capital, the Company’s well-capitalized regulatory capital ratios would not be affected by this potential non-cash expense. The Company anticipates the analysis will be completed prior to filing the Quarterly Report on Form 10-Q with the Securities and Exchange Commission in May 2020.

Capital
As of March 31, 2020, the Company's tangible book value per common share1 was $11.48, compared to $11.39 in the prior quarter and $10.44 in the same period of the prior year. During the first quarter of 2020, the Company declared a dividend of $0.21 per common share.

The Company's estimated total risk-based capital ratio was 14.0% and its estimated Tier 1 common to risk weighted
assets ratio was 10.9% as of March 31, 2020. The Company remains above current “well-capitalized” regulatory minimums. The regulatory capital ratios as of March 31, 2020 are estimates, pending completion and filing of the Company's regulatory reports.

1 "Non-GAAP" financial measure. More information regarding this measurement and a reconciliation to the comparable GAAP measurement is provided
under the heading Non-GAAP Financial Measures below.

Umpqua Reports Third Quarter 2019 Results
October 16, 2019
Page 5

Non-GAAP Financial Measures
In addition to results presented in accordance with generally accepted accounting principles in the United States of America (GAAP), this press release contains certain non-GAAP financial measures. The Company believes that these non-GAAP financial measures provide investors with information useful in understanding the Company's financial performance; however, readers of this document are urged to review these non-GAAP financial measures in conjunction with the GAAP results as reported.

Management believes tangible common equity and the tangible common equity ratio are useful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which management believes will assist investors in assessing the capital of the Company and the ability to absorb potential losses. Tangible common equity is calculated as total shareholders' equity less goodwill and other intangible assets, net (excluding MSRs). Tangible assets are total assets less goodwill and other intangible assets, net (excluding MSRs).  The tangible common equity ratio is calculated as tangible common shareholders' equity divided by tangible assets.
 
The following table provides reconciliations of ending shareholders' equity (GAAP) to ending tangible common equity (non-GAAP), and ending assets (GAAP) to ending tangible assets (non-GAAP).
 
(In thousands, except per share data)Mar 31, 2020Dec 31, 2019Sep 30, 2019Jun 30, 2019Mar 31, 2019
Total shareholders' equity$4,331,294  $4,313,915  $4,289,516  $4,228,507  $4,112,326  
Subtract:   
Goodwill (1)
1,787,651  1,787,651  1,787,651  1,787,651  1,787,651  
Other intangible assets, net17,099  18,346  19,750  21,155  22,560  
Tangible common shareholders' equity$2,526,544  $2,507,918  $2,482,115  $2,419,701  $2,302,115  
Total assets$29,370,709  $28,846,809  $28,930,855  $27,986,075  $27,355,625  
Subtract:   
Goodwill (1)
1,787,651  1,787,651  1,787,651  1,787,651  1,787,651  
Other intangible assets, net17,099  18,346  19,750  21,155  22,560  
Tangible assets$27,565,959  $27,040,812  $27,123,454  $26,177,269  $25,545,414  
Common shares outstanding at period end220,175  220,229  220,212  220,499  220,457  
Total shareholders' equity to total assets ratio14.75 %14.95 %14.83 %15.11 %15.03 %
Tangible common equity ratio9.17 %9.27 %9.15 %9.24 %9.01 %
Book value per common share$19.67  $19.59  $19.48  $19.18  $18.65  
Tangible book value per common share$11.48  $11.39  $11.27  $10.97  $10.44  
(1) Please refer to the section above entitled "Goodwill" for discussion on evaluation of potential impairment.


Umpqua Reports First Quarter 2020 Results
April 22, 2020
Page 6
About Umpqua Holdings Corporation
Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent company of Umpqua Bank, an Oregon-based community bank recognized for its entrepreneurial approach, innovative customer experience, and distinctive banking solutions. Umpqua Bank has locations across Oregon, Washington, California, Idaho and Nevada. Umpqua Holdings also owns a retail brokerage subsidiary, Umpqua Investments, Inc., which has locations in Umpqua Bank stores and in dedicated offices in Oregon. Umpqua Holdings Corporation is headquartered in Portland, Oregon. For more information, visit umpquabank.com.
 
Earnings Conference Call Information
The Company will host its first quarter 2020 earnings conference call on April 23, 2020, at 10:00 a.m. PT (1:00 p.m. ET). During the call, the Company will provide an update on recent activities and discuss its first quarter 2020 financial results. There will be a live question-and-answer session following the presentation. To join the call, please dial (866) 440-7407 ten minutes prior to the start time and enter conference ID: 9267202. A re-broadcast will be available approximately two hours after the call by dialing (855) 859-2056 and entering conference ID 9267202. The earnings conference call will also be available as an audio cast, which can be accessed on the Company's investor relations page at umpquabank.com.
 
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995, which management believes are a benefit to shareholders. These statements are necessarily subject to risk and uncertainty and actual results could differ materially due to various risk factors, including those set forth from time to time in our filings with the SEC. You should not place undue reliance on forward-looking statements and we undertake no obligation to update any such statements. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “target,” “projects,” “outlook,” “forecast,” “will,” “may,” “could,” “should,” “can” and similar references to future periods. In this press release we make forward-looking statements about the projected impact on our business operations of the COVID-19 global pandemic. Risks that could cause results to differ from forward-looking statements we make are set forth in our filings with the SEC and include, without limitation: current and future economic and market conditions, including the effects of declines in housing and commercial real estate prices, high unemployment rates, and any slowdown in economic growth particularly in the western United States; the effect of the COVID-19 pandemic, including on our credit quality and business operations, as well as its impact on general economic and financial market conditions; economic forecast variables that are either materially worse or better than end of quarter projections and deterioration in the economy that exceeds current consensus estimates; timely completion of the goodwill impairment analysis; our ability to effectively manage problem credits; our ability to successfully implement efficiency and operational excellence initiatives; our ability to successfully develop and market new products and technology; and changes in laws or regulations. We also caution that the amount and timing of any future common stock dividends or repurchases will depend on the earnings, cash requirements and financial condition of the Company, market conditions, capital requirements, applicable law and regulations (including federal securities laws and federal banking regulations), and other factors deemed relevant by the Company’s Board of Directors, and may be subject to regulatory approval or conditions.




Umpqua Reports First Quarter 2020 Results
April 22, 2020
Page 7
Umpqua Holdings Corporation
Consolidated Statements of Operations
(Unaudited)
 Quarter Ended% Change
(In thousands, except per share data)Mar 31, 2020Dec 31, 2019Sep 30, 2019Jun 30, 2019Mar 31, 2019Seq.
Quarter
Year over Year
Interest income:     
Loans and leases$245,993  $262,109  $266,111  $264,110  $258,747  (6)%(5)%
Interest and dividends on investments: 
Taxable16,605  13,361  12,546  10,287  19,956  24 %(17)%
Exempt from federal income tax1,562  1,638  1,727  1,921  2,114  (5)%(26)%
Dividends678  579  599  574  517  17 %31 %
Temporary investments and interest bearing deposits3,331  4,343  4,204  4,708  925  (23)%260 %
Total interest income268,169  282,030  285,187  281,600  282,259  (5)%(5)%
Interest expense:     
Deposits40,290  44,380  45,876  43,591  34,094  (9)%18 %
Securities sold under agreement to repurchase and federal funds purchased395  431  448  403  810  (8)%(51)%
Borrowings4,046  5,080  4,238  4,563  3,683  (20)%10 %
Junior subordinated debentures4,903  5,325  5,652  5,881  5,987  (8)%(18)%
Total interest expense49,634  55,216  56,214  54,438  44,574  (10)%11 %
Net interest income218,535  226,814  228,973  227,162  237,685  (4)%(8)%
Provision for credit losses118,085  16,252  23,227  19,352  13,684  627 %763 %
Non-interest income:     
Service charges on deposits15,638  16,656  16,627  15,953  15,278  (6)%%
Brokerage revenue4,015  4,027  4,060  3,980  3,810  %%
Residential mortgage banking revenue, net17,540  34,050  47,000  9,529  11,231  (48)%56 %
(Loss) gain on sale of debt securities, net(133)  —  (7,186) —  nm  nm  
Gain (loss) on equity securities, net814  (84) 257  82,607  695  nm  17 %
Gain on loan and lease sales, net1,167  4,603  1,762  3,333  769  (75)%52 %
BOLI income2,129  2,078  2,067  2,093  2,168  %(2)%
Other (expense) income(526) 22,417  16,739  11,514  11,789  (102)%(104)%
Total non-interest income40,644  83,749  88,512  121,823  45,740  (51)%(11)%
Non-interest expense:     
Salaries and employee benefits109,774  108,847  106,819  104,049  100,658  %%
Occupancy and equipment, net37,001  36,513  35,446  36,032  36,245  %%
Intangible amortization1,247  1,404  1,405  1,405  1,404  (11)%(11)%
FDIC assessments2,542  2,867  2,587  2,837  2,942  (11)%(14)%
Other expenses27,157  33,812  37,333  36,092  30,343  (20)%(10)%
Total non-interest expense177,721  183,443  183,590  180,415  171,592  (3)%%
(Loss) income before provision for income taxes(36,627) 110,868  110,668  149,218  98,149  (133)%(137)%
(Benefit) provision for income taxes(8,363) 27,118  26,166  37,408  24,116  (131)%(135)%
Net (loss) income$(28,264) $83,750  $84,502  $111,810  $74,033  (134)%(138)%
Weighted average basic shares outstanding220,216  220,222  220,285  220,487  220,366  %%
Weighted average diluted shares outstanding220,216  220,671  220,583  220,719  220,655  %%
Earnings (loss) per common share – basic$(0.13) $0.38  $0.38  $0.51  $0.34  (134)%(138)%
Earnings (loss) per common share – diluted$(0.13) $0.38  $0.38  $0.51  $0.34  (134)%(138)%
nm = not meaningful     

Note: The above Consolidated Statement of Operations for the quarter ended March 31, 2020 is preliminary and does not reflect any estimated goodwill impairment that the Company is in the process of evaluating.



Umpqua Reports First Quarter 2020 Results
April 22, 2020
Page 8
Umpqua Holdings Corporation
Consolidated Balance Sheets
(Unaudited)
    % Change
(In thousands, except per share data)Mar 31, 2020Dec 31, 2019Sep 30, 2019Jun 30, 2019Mar 31, 2019Seq.
Quarter
Year
over
Year
Assets:     
Cash and due from banks$406,426  $382,598  $433,620  $342,508  $296,967  %37 %
Interest bearing cash and temporary investments1,251,290  980,158  757,824  691,283  605,841  28 %107 %
Investment securities:     
Equity and other, at fair value80,797  80,165  64,764  66,358  63,327  %28 %
Available for sale, at fair value2,890,475  2,814,682  2,842,076  2,698,398  2,894,778  %%
Held to maturity, at amortized cost3,200  3,260  3,320  3,416  3,478  (2)%(8)%
Loans held for sale, at fair value481,541  513,431  355,022  356,645  240,302  (6)%100 %
Loans and leases21,251,478  21,195,684  21,520,794  20,953,371  20,405,997  %%
Allowance for credit losses on loans and leases(291,420) (157,629) (156,288) (151,069) (144,872) 85 %101 %
Net loans and leases20,960,058  21,038,055  21,364,506  20,802,302  20,261,125  %%
Restricted equity securities58,062  46,463  54,463  43,063  47,466  25 %22 %
Premises and equipment, net195,390  201,460  203,391  210,285  217,595  (3)%(10)%
Operating lease right-of-use assets115,485  110,718  108,187  112,752  109,807  %%
Goodwill1,787,651  1,787,651  1,787,651  1,787,651  1,787,651  %%
Other intangible assets, net17,099  18,346  19,750  21,155  22,560  (7)%(24)%
Residential mortgage servicing rights, at fair value94,346  115,010  151,383  139,780  158,946  (18)%(41)%
Bank owned life insurance322,717  320,611  318,533  316,435  314,303  %%
Other assets706,172  434,201  466,365  394,044  331,479  63 %113 %
Total assets$29,370,709  $28,846,809  $28,930,855  $27,986,075  $27,355,625  %%
Liabilities:     
Deposits$22,699,375  $22,481,504  $22,434,734  $21,819,013  $21,243,894  %%
Securities sold under agreements to repurchase346,245  311,308  296,717  308,052  288,944  11 %20 %
Borrowings1,196,597  906,635  1,106,674  821,712  932,420  32 %28 %
Junior subordinated debentures, at fair value195,521  274,812  267,798  277,028  294,121  (29)%(34)%
Junior subordinated debentures, at amortized cost88,439  88,496  88,553  88,610  88,667  %%
Operating lease liabilities123,962  119,429  116,924  121,742  118,520  %%
Deferred tax liability, net67,512  52,928  67,055  57,757  45,202  28 %49 %
Other liabilities321,764  297,782  262,884  263,654  231,531  %39 %
Total liabilities25,039,415  24,532,894  24,641,339  23,757,568  23,243,299  %%
Shareholders' equity:     
Common stock3,507,680  3,514,000  3,511,493  3,514,391  3,511,731  %%
Retained earnings655,343  770,366  733,059  695,003  629,877  (15)%%
Accumulated other comprehensive income (loss)168,271  29,549  44,964  19,113  (29,282) 469 %(675)%
Total shareholders' equity4,331,294  4,313,915  4,289,516  4,228,507  4,112,326  %%
Total liabilities and shareholders' equity$29,370,709  $28,846,809  $28,930,855  $27,986,075  $27,355,625  %%
Common shares outstanding at period end220,175  220,229  220,212  220,499  220,457  %%
Book value per common share$19.67  $19.59  $19.48  $19.18  $18.65  %%
Tangible book value per common share$11.48  $11.39  $11.27  $10.97  $10.44  %10 %
Tangible equity - common$2,526,544  $2,507,918  $2,482,115  $2,419,701  $2,302,115  %10 %
Tangible common equity to tangible assets9.17 %9.27 %9.15 %9.24 %9.01 %(0.10)0.16


Note: The above Consolidated Balance Sheet as of March 31, 2020 is preliminary and does not reflect any estimated goodwill impairment that the Company is in the process of evaluating.

Umpqua Reports First Quarter 2020 Results
April 22, 2020
Page 9
Umpqua Holdings Corporation
Loan and Lease Portfolio
(Unaudited)
Mar 31, 2020Dec 31, 2019Sep 30, 2019Jun 30, 2019Mar 31, 2019% Change
 (Dollars in thousands)AmountAmountAmountAmountAmountSeq. QuarterYear over Year
Loans and leases:     
Commercial real estate:     
Non-owner occupied term, net$3,613,420  $3,545,566  $3,495,555  $3,537,084  $3,476,972  %%
Owner occupied term, net2,472,187  2,496,088  2,566,299  2,396,674  2,449,648  (1)%%
Multifamily, net3,464,217  3,514,774  3,479,986  3,341,547  3,302,936  (1)%%
Construction & development, net667,975  678,740  771,214  732,932  686,107  (2)%(3)%
Residential development, net187,594  189,010  191,500  199,421  205,963  (1)%(9)%
Commercial:
Term, net2,317,573  2,232,817  2,310,759  2,271,346  2,185,322  %%
Lines of credit & other, net1,208,051  1,212,393  1,254,755  1,280,587  1,229,092  %(2)%
Leases & equipment finance, net1,492,762  1,465,489  1,485,753  1,449,579  1,378,686  %%
Residential:
Mortgage, net4,193,908  4,215,424  4,245,674  3,995,643  3,768,955  (1)%11 %
Home equity loans & lines, net1,249,152  1,237,512  1,224,578  1,215,215  1,170,252  %%
   Consumer & other, net384,639  407,871  494,721  533,343  552,064  (6)%(30)%
Total loans, net of deferred fees and costs$21,251,478  $21,195,684  $21,520,794  $20,953,371  $20,405,997  %%
Loan and leases mix:
Commercial real estate:
   Non-owner occupied term, net17 %17 %16 %17 %17 %
   Owner occupied term, net12 %12 %12 %11 %12 %
   Multifamily, net16 %16 %16 %16 %16 %
Construction & development, net%%%%%
Residential development, net%%%%%
Commercial: 
Term, net11 %10 %11 %11 %11 %
Lines of credit & other, net%%%%%
Leases & equipment finance, net%%%%%
Residential: 
Mortgage, net20 %20 %20 %19 %18 %
Home equity loans & lines, net%%%%%
   Consumer & other, net%%%%%
Total100 %100 %100 %100 %100 %





Umpqua Reports First Quarter 2020 Results
April 22, 2020
Page 10
Umpqua Holdings Corporation
Deposits by Type/Core Deposits
(Unaudited)
Mar 31, 2020Dec 31, 2019Sep 30, 2019Jun 30, 2019Mar 31, 2019% Change
 (Dollars in thousands)AmountAmountAmountAmountAmountSeq. QuarterYear over Year
Deposits:     
Demand, non-interest bearing$7,169,907  $6,913,375  $7,123,180  $6,771,087  $6,495,562  %10 %
Demand, interest bearing2,482,908  2,524,534  2,406,404  2,355,473  2,341,441  (2)%%
Money market7,082,011  6,930,815  6,646,383  6,789,036  6,469,286  %%
Savings1,486,909  1,471,475  1,469,302  1,446,332  1,479,509  %%
Time4,477,640  4,641,305  4,789,465  4,457,085  4,458,096  (4)%%
Total$22,699,375  $22,481,504  $22,434,734  $21,819,013  $21,243,894  %%
Total core deposits (1)
$19,434,228  $19,061,058  $18,845,328  $18,529,797  $17,903,754  %%
Deposit mix:
Demand, non-interest bearing32 %31 %32 %31 %31 %
Demand, interest bearing11 %11 %11 %11 %11 %
Money market31 %31 %30 %31 %30 %
Savings%%%%%
Time19 %21 %21 %20 %21 %
Total100 %100 %100 %100 %100 %
Number of open accounts:          
Demand, non-interest bearing416,270  415,254  413,633  409,235  406,039  
Demand, interest bearing75,514  75,900  76,390  76,686  76,712  
Money market59,203  58,888  58,796  58,158  56,602  
Savings159,870  159,948  160,673  160,708  161,039  
Time62,515  62,952  62,122  60,571  58,210  
Total773,372  772,942  771,614  765,358  758,602  
Average balance per account:      
Demand, non-interest bearing$17.2  $16.6  $17.2  $16.5  $16.0    
Demand, interest bearing32.9  33.3  31.5  30.7  30.5    
Money market119.6  117.7  113.0  116.7  114.3    
Savings9.3  9.2  9.1  9.0  9.2    
Time71.6  73.7  77.1  73.6  76.6    
Total$29.4  $29.1  $29.1  $28.5  $28.0    
 
(1) Core deposits are defined as total deposits less time deposits greater than $100,000.





Umpqua Reports First Quarter 2020 Results
April 22, 2020
Page 11
 
Umpqua Holdings Corporation
Credit Quality – Non-performing Assets
 (Unaudited)
 Quarter Ended% Change
(Dollars in thousands)Mar 31, 2020Dec 31, 2019Sep 30, 2019Jun 30, 2019Mar 31, 2019Seq. QuarterYear over Year
Non-performing assets:     
Loans and leases on non-accrual status$39,128  $26,244  $31,636  $35,022  $44,586  49 %(12)%
Loans and leases past due 90+ days and accruing (1)
47,185  37,969  35,745  35,700  31,424  24 %50 %
Total non-performing loans and leases86,313  64,213  67,381  70,722  76,010  34 %14 %
Other real estate owned3,020  3,295  4,026  8,423  10,488  (8)%<