Heritage Oaks Bancorp Earns $1.1 Million, or $0.14 Per Share in First Quarter; Demand Deposits Increase 11.7% and Capital Increases 30.8%


PASO ROBLES, Calif., April 20, 2009 (GLOBE NEWSWIRE) -- Heritage Oaks Bancorp (Nasdaq:HEOP) (the "Company"), the parent company of Heritage Oaks Bank (the "Bank"), today reported that it had net income of $1.1 million, or $0.14 per diluted common share, for the first quarter of 2009, compared to $1.7 million, or $0.21 per diluted share, in the first quarter a year ago. First quarter results include a $2.1 million provision for loan losses compared to $240 thousand for the same quarter last year.

"Our underlying business performance for the quarter was solid, with significant demand deposit growth and moderate loan growth. Total gross loans grew 8.1% year-over-year and were up 1.7% from the prior quarter. Demand deposits were up 5.6% year-over-year, and up 11.7% over the prior quarter," stated Lawrence P. Ward, President and CEO. "Despite the increase in our loan loss provision we were still profitable in the first quarter and held our net interest margin above 5% again this quarter."

1Q09 Highlights:



 * Risk-Based capital increased to 13.20%, Tier 1 capital increased to
   11.92%.
 * Net income was $1.1 million, or $0.14 per diluted common share.
 * Net interest income increased 4.9% to $9.6 million compared to 1Q08.
 * Net interest margin was 5.03%.
 * Mortgage origination fees doubled from year ago quarter.
 * Issued $21 million in preferred stock under the U.S. Treasury
   Capital Purchase Program.
 * Added $2.1 million to the allowance for loan losses.
 * Net loans increased 7.6% to $680 million compared to a year ago.
 * Demand deposits increased 11.7% from previous quarter end.

Asset Quality

"We continue our diligent oversight of the loan portfolio and have been extremely proactive in monitoring credit quality," said Ward. "We are performing internal credit reviews on a quarterly basis and have concluded that an independent loan review will be conducted semi-annually in an effort to more quickly identify any additional problem assets and mitigate any potential loss to the Bank."

"The housing and general economic slowdown has led to an increase in non-performing loans during the first quarter, which makes it prudent to write-down loans to their current fair market value and to strengthen our reserve position at this time," said Ward. "We are not waiting for regulators to tell us when to write-down or charge off loans. The Bank has been diligent in recognizing deficiencies inherent in impaired loans and proactively bringing the balances in line with current values. The collateral securing the loans charged-off during the first quarter consists of real estate and various forms of business assets. We are currently working with borrowers and collateral is being actively marketed to minimize future charge-offs."

The following table recaps activity surrounding non-performing assets for the quarter ended March 31, 2009:



                        Additions
                           to
 (dollar      Balance     Non-                                Balance
  amounts in  Dec. 31,  Accruing    Net    Charge- Transfers  March 31,
  thousands)    2008    Balances  Paydowns  offs    to OREO     2009
 ----------------------------------------------------------------------
 Real Estate
  Secured
  Multi-family
   residential  $    --   $    --  $   --  $    --   $    --   $    --
  Residential
   1 to 4
   family           265       146     (19)      --        --       392
  Home equity
   line of
   credit           320        --      --       --        --       320
  Commercial      1,961     1,138     (23)      --        --     3,076
  Farmland           --        --      --       --        --        --
 Commercial
  Commercial
   and
   industrial     7,060       589     (57)    (283)       --     7,309
  Agriculture        --        --      --       --        --        --
  Other              --        --      --       --        --        --
 Construction
  Single
   family
   residential       --       823      --     (145)       --       678
  Single
   family
   residential
   - Spec         5,990     1,589      --   (1,261)   (1,714)    4,604
  Tract              --        --      --       --        --        --
  Multi-family       --        --      --       --        --        --
  Hospitality        --        --      --       --        --        --
  Commercial         --        --      --       --        --        --
 Land             2,720     1,421      (6)    (310)       --     3,825
 Installment
  loans to
  individuals        11        77      (1)      --        --        87
 All other
  loans              --        97      --      (97)       --        --
 ----------------------------------------------------------------------

 Totals         $18,327   $ 5,880  $ (106) $(2,096)  $(1,714)  $20,291
 ======================================================================


 (dollar             Additions  Transfers
  amounts   Balance  to 90 Day   to Non-                      Balance
  in        Dec. 31,   Plus      Accruing  Charge- Transfers  March 31,
  thousands)  2008   Balances    Status     offs    to OREO     2009
 ----------------------------------------------------------------------
 Loans 90
  days
  delinquent
  or more
  and still
  accruing  $   348   $   442   $   (790)  $   --   $    --   $    --

Changes/Updates to Non-Accruing Loans

RE Secured Commercial

The $1.1 million addition consists of two loans, the larger of which, for approximately $929 thousand is currently in the final stages of sale and is anticipated to close well before the end of the second quarter. This loan carries an approximate LTV of 71%. The smaller loan is well secured with a LTV of approximately 25% and also has interest from a buyer. There was no write-down associated with either credit.

Two existing loans to one client with a combined balance of $910 thousand are in process of foreclosure and have been generating third party buyer interest. In regard to another existing loan for $483 thousand, the Bank is in process of foreclosure and there is considerable interest in the property because of the low LTV of approximately 56%.

Commercial C&I

The most notable addition to this category is a loan for $300 thousand whereby the client has considerable assets and the Bank is in the process of working with the client. One loan in the amount of $224 thousand was added and subsequently charged off during the quarter.

Construction Single Family Residential

The new items consist of two loans to separate clients. One loan in the amount of $380 thousand is currently in escrow and is expected to close the first of May. It currently has a LTV, based on the pending sale price, of 88%. The second loan has a current carrying value of $298 thousand after the $145 thousand write-down. The Bank is working with the client who has indicated a desire to resolve the issues surrounding this credit.

Single Family Residential- Spec

The addition of $1.6 million is one loan with a current LTV based on the current listing price of 90%. The listing price has been recently reduced to a level that management believes is more realistic. Two loans to one borrower were written down by $703 thousand and $204 thousand, respectively. As these projects have been completed, these aggressive charge-off amounts are reflective of current values and listing prices. The remaining charge-off amount of $354 thousand is associated with a loan that has migrated to OREO. This property is currently in escrow with a 30 day, no contingency closing. The Bank expects this OREO to be off the books in May 2009 with no further write-down. This escrow was also a factor in the valuation of the other two loans noted in this paragraph. Additionally, more recent indications obtained from prospective buyers of these distressed assets have given us a more refined picture of how the market expects to price certain types of properties in the current environment. This provides us with more evidence to extrapolate fair values for similar types of collateral.

Land

The new items consist of two properties to two clients. One property in the carrying amount of $123 thousand is well secured with a LTV of 17% and is located on the coast within the Bank's primary market area. The other property had an original loan amount of $1.3 million that was written down to a value for which the Bank currently has a commitment letter for purchase.

Since March 31, 2009, the Bank was able to take possession of a property that had a carrying value of $1.3 million and in the process of placing the property on the market. There has been significant interest in this property that is located in a prime coastal community.

At quarter-end, non-accruing loan balances totaled $20.3 million, compared to $18.3 million at December 31, 2008. "In spite of the increase in non-performing assets on a linked quarter basis, the Bank is encouraged to see sale activity for $3 million in non-performing assets that is expected to close in early May. There is also increased bona fide interest in properties as if reflective of the commitment to purchase letter that we have in hand for another $1 million property," Ward said.

Non-performing assets increased to $23.2 million, or 2.66% of total assets at quarter end, compared to $20.0 million, or 2.48% of total assets, at the end of the previous quarter. At March 31, 2009, the allowance for loan losses was $10.4 million, or 1.51% of total gross loans, compared to $10.4 million, or 1.53% of total gross loans as of December 31, 2008. Net charge-offs during the quarter were $2.1 million.

The Company recorded a $2.1 million provision for loan losses in the first quarter of 2009, compared to a $6.0 million provision for loan losses in the previous quarter and a $240 thousand provision for loan losses in the first quarter a year ago.

Capital Position

On March 20, 2009, the Company completed its $21 million capital raise as a participant in the U.S. Treasury Department's Capital Purchase Program. Under the terms of the transaction the Company issued 21,000 shares of Series A Fixed-Rate Cumulative Perpetual Preferred Stock, and a warrant to purchase 611,650 shares of the company's common stock at an exercise price of $5.15 per share.

"We are pleased that we have been selected to participate in this voluntary program, which will allow us to increase the flow of credit to deserving borrowers and is an important recognition of the strength and financial health of the Company," said Ward. "This additional capital will enhance our capacity to support the communities we serve through expanded lending activities. It will also add flexibility in considering strategic opportunities within our primary markets."

The Company has $92.2 million in Tier I capital and $102.2 million in Total Risk Based capital and remains "well capitalized" by regulatory standards with a Total Risk-Based capital ratio of 13.2% and a Tier One Risk-Based capital ratio of 11.9%. Tangible equity represented 9.04% of total assets at March 31, 2009.

Shareholders' equity was $91.6 million at March 31, 2009, compared to $71.0 million twelve months earlier. Book value per share was $11.82 at March 31, 2009, compared to $9.21 per share a year earlier and tangible book value per share was $10.17 at March 31, 2009, compared to $7.15 a year earlier.

Liquidity

"Our liquidity has increased substantially as a result of our strong deposit growth during the quarter," said Ward. "We continue to benefit from new core deposits from the inflow from the larger banks in our market area." The liquidity ratio was 11.36% at March 31, 2009, compared to 6.10% at December 31, 2008. The bank has additional borrowing lines with the Federal Home Loan Bank (FHLB) as well as credit arrangements with correspondent banks to provide liquidity for a variety of reasons, including the day to day demands of depositors. At March 31, 2009, the Bank's remaining capacity to borrow against these lines was approximately $118.2 million. Additionally, the Bank has established borrowing capacity at the Federal Reserve Bank but has yet to provide collateral for the use of the line. The Bank still has the ability to purchase brokered funds from a variety of sources, providing for additional secondary funding.

Balance Sheet

Net loans grew 1.7% over the prior quarter and 7.6% year-over-year. Net loans totaled $680 million at March 31, 2009, compared to $668 million at the end of the preceding quarter and $632 million a year ago. "We continue to see good loan demand in our Santa Barbara market, especially in C&I lending," Ward said. "While we are still making new loans, our underwriting criteria are very conservative and it takes a borrower with a very high credit rating to get approved for a loan. In addition, we remain very selective in the types of loans we choose to originate."

"Our intense focus on generating new DDA accounts, combined with a 9 and 14 month CD promotion, resulted in total deposits increasing 10.2% over the prior quarter and 12.6% year-over-year," said Ward. "Our non-interest bearing demand deposits increased 11.7% over the prior quarter and 5.6% over the twelve month period due to growth in both our DDA balances and the number of new DDA accounts opened during the quarter. We are seeing solid growth in a new customer base as customers shift their deposits away from some of the larger institutions in our markets."

Total deposits were $665 million at March 31, 2009, compared to $604 million at December 31, 2008, and $590 million a year ago. Core deposits now represent 78.0% of total deposits.

"We continue to actively work the liability side of the balance sheet by letting high cost deposits leave the bank and along with strong core DDA deposit growth, have supplemented funding with brokered deposits, specifically MM accounts at a low cost of approximately 77bp, which helped us to reduce interest expense during the quarter," said Ward. "In addition, we had higher cost FHLB borrowing that matured during the first quarter of 2009 and was replaced by a combination of lower cost DDA and brokered deposits. As a result our money market, NOW and savings account balances remain nearly unchanged from a year ago."

The securities portfolio increased by $11.8 million during the first quarter to $62.6 million, as Heritage Oaks sought to take advantage of increased credit spreads available on investment securities. The investment portfolio contains no collateralized debt obligations.

At March 31, 2009, the Bank had a total of nine whole loan CMO holdings with a remaining principal balance of approximately $14.1 million down $4.8 million form the previous quarter end and a net unrealized loss of approximately $1.4 million down $700 thousand from the unrealized loss at the previous quarter end. One particular security accounts for $752 thousand of the unrealized loss at March 31, 2009. The Bank continues to perform extensive analyses on this security as well as all whole loan CMOs. By analyzing the tranche of the specific security separate from the "mother" security, the Bank has determined that there is no impairment and as such, is not taking any action to write-down these securities. These investment securities continue to demonstrate cash flows as expected and the credit support component of these tranches has actually increased from the origination date. As of March 31, 2009, Management does not believe the loss in market value of these securities is other than temporary.

Net Interest Margin

"We kept our net interest margin in the 5% range again this quarter, down only 1bp compared to the previous quarter and 30bps from the year ago quarter," said Ward. "Our strong net interest margin is driven by floors that have been placed on loans throughout the past several years and our ability to re-price on the liability side of the balance sheet." The net interest margin was 5.03% for the first quarter, compared to 5.04% during the preceding quarter and 5.33% for the first quarter a year ago. This compares to a ratio of 4.02% for all California Public Banks at December 31, 2008 (the most current data published).

Operating Results

Total revenue, consisting of net interest income before the provision for loan losses and non-interest income, increased 6.3% to $11.2 million in the first quarter, compared to $10.6 million in the first quarter of 2008. Net interest income increased 4.9% to $9.6 million in the first quarter compared to $9.1 million in the first quarter a year ago. Interest expense decreased 37.0% for the first quarter compared to the first quarter a year ago.

Non-interest income increased 10.8% for the quarter compared to the preceding quarter and increased 15.4% compared to the first quarter a year ago, largely as a result of the increase in mortgage origination fees. "Our lending team has done an excellent job focusing on mortgage loan originations in our primary markets, which have had record volumes this quarter. As a result mortgage origination fees have doubled from the first quarter a year ago," Ward added. "As the result of mass exits by competitors from mortgage origination, approximately 18 months ago the Bank recognized the opportunity to expand the mortgage origination department. The Bank hired a well seasoned mortgage manager who has been able to expand the Bank's penetration into the origination market both in San Luis Obispo and Santa Barbara counties. This strategy has full traction at this point as is exhibited by the revenue generation of the department," Ward said.

Total non-interest expense was $7.4 million for the first quarter compared to $7.2 million in the previous quarter and $7.6 million in the first quarter a year ago. "The increase in expense from the previous quarter was due to regulatory fees, audits and tax costs, scheduled amortization of intangibles and approximately $75,000 in expenses related to credit card fraud and a branch robbery during the first quarter of 2009," said Ward. "The variance in salaries and employee benefits is due in total to the effect of payroll tax," Ward added.

The efficiency ratio was 66.71% in the first quarter of 2009 compared to 66.43% in the previous quarter and 72.17% in the first quarter a year ago. The efficiency ratio measures operating expenses as a percent of total net revenues.

About the Company

Heritage Oaks Bancorp is the holding company for Heritage Oaks Bank which operates as Heritage Oaks Bank and Business First, a division of Heritage Oaks Bank. Heritage Oaks Bank has its headquarters plus one branch office in Paso Robles, two branch offices in San Luis Obispo, single branch offices in Cambria, Arroyo Grande, Atascadero, Templeton, San Miguel and Morro Bay and three branch offices in Santa Maria. Heritage Oaks Bank conducts commercial banking business in San Luis Obispo County and Northern Santa Barbara County. The Business First division has two branch offices in Santa Barbara. Visit Heritage Oaks Bancorp on the Web at www.heritageoaksbancorp.com.

Statements concerning future performance, developments or events, expectations for growth, income forecasts, sales activity for collateral, and any other guidance on future periods, constitute forward-looking statements that are subject to a number of risks and uncertainties. Actual results may differ materially from stated expectations. Specific factors include, but are not limited to the ability to successfully integrate the operations of Business First National Bank, increased profitability, continued growth, the Bank's beliefs as to the adequacy of its existing and anticipated allowances for loan losses, beliefs and expectations regarding actions that may be taken by regulatory authorities having oversight of the Bank's operations, interest rates and financial policies of the United States government, the ongoing financial crisis in the United States, and the response of the federal and state government and our regulators thereto and general economic conditions. Additional information on these and other factors that could affect financial results are included in Heritage Oaks Bancorp's Securities and Exchange Commission filings. If any of these risks or uncertainties materialize or if any of the assumptions underlying such forward-looking statements proves to be incorrect, Heritage Oaks Bancorp's results could differ materially from those expressed in, implied or projected by such forward-looking statements. Heritage Oaks Bancorp assumes no obligation to update such forward-looking statements.



                        Heritage Oaks Bancorp
                     Consolidated Balance Sheets

                        (un-                (un-     Percentage Change
                      audited)  (audited) audited)         Vs.
                      ------------------------------------------------
 (dollar amounts in     3/31/    12/31/     3/31/    12/31/     3/31/
  thousands)            2009      2008      2008      2008      2008
 ---------------------------------------------------------------------
 Assets
  Cash and due from
   banks              $ 16,553  $ 17,921  $ 22,217     -7.6%    -25.5%
  Federal funds sold    44,020     6,650     3,670    562.0%   1099.5%
 ---------------------------------------------------------------------
   Total cash and cash
    equivalents         60,573    24,571    25,887    146.5%    134.0%
 ---------------------------------------------------------------------

  Interest bearing
   deposits with
   other banks             119       119       330      0.0%    -63.9%
  Securities available
   for sale             62,601    50,762    54,829     23.3%     14.2%
  Federal Home Loan
   Bank stock, at cost   5,828     5,123     3,402     13.8%     71.3%
  Loans held for sale   13,806     7,939     2,759     73.9%    400.4%
  Loans, net(1)        679,657   668,034   631,722      1.7%      7.6%
  Property, premises
   and equipment         6,838     6,827     6,228      0.2%      9.8%
  Deferred tax assets    8,115     7,708     5,159      5.3%     57.3%
  Bank owned life
   insurance            10,842    10,737    10,420      1.0%      4.0%
  Goodwill              11,049    11,049    11,538      0.0%     -4.2%
  Core deposit
   intangible            3,428     3,691     4,336     -7.1%    -20.9%
  Other real estate
   owned                 2,893     1,337        --    116.4%    100.0%
  Other assets           6,599     7,691     4,596    -14.2%     43.6%
 ---------------------------------------------------------------------
   Total assets       $872,348  $805,588  $761,206      8.3%     14.6%
 =====================================================================

 Liabilities
  Deposits
  Non-interest
   bearing demand     $164,320  $147,044  $155,621     11.7%      5.6%
  Savings, NOW, and
   money market        303,323   296,488   302,970      2.3%      0.1%
  Time deposits of
   $100K or more       100,369    75,111    47,069     33.6%    113.2%
  Time deposits under
   $100K                96,809    84,878    84,795     14.1%     14.2%
 ---------------------------------------------------------------------
   Total deposits      664,821   603,521   590,455     10.2%     12.6%
 ---------------------------------------------------------------------
  Short term FHLB
   borrowing            85,000    99,000    76,505    -14.1%     11.1%
  Long term FHLB
   borrowing            10,000    10,000        --      0.0%    100.0%
  Securities sold
   under agreements
   to repurchase            --     2,796     2,217   -100.0%   -100.0%
  Junior subordinated
   debentures           13,403    13,403    13,403      0.0%      0.0%
  Other liabilities      7,491     6,835     7,658      9.6%     -2.2%
 ---------------------------------------------------------------------
   Total liabilities   780,715   735,555   690,238      6.1%     13.1%
 ---------------------------------------------------------------------

 Stockholders' equity
  Senior preferred
   stock, no par
   value; $1,000 per
   share stated value
   5,000,000 shares
   authorized, 21,000
   issued and
   outstanding          19,163        --        --    100.0%    100.0%
  Common stock, no par
   value; 20,000,000
   shares authorized;
   issued and
   outstanding:
   7,751,766;
   7,753,078 and
   7,703,030
   March 31, 2009;
   December 31, 2008;
   and March 31, 2008,
   respectively         48,649    48,649    48,811      0.0%     -0.3%
  Additional paid in
   capital               2,993     1,055       785    183.7%    281.3%
  Retained earnings     22,511    21,420    21,009      5.1%      7.1%
  Accumulated other
   comprehensive
   income               (1,683)   (1,091)      363    -54.3%   -563.6%
 ---------------------------------------------------------------------
   Total stockholders'
    equity              91,633    70,033    70,968     30.8%     29.1%
 ---------------------------------------------------------------------
   Total liabilities
    and stockholders'
    equity            $872,348  $805,588  $761,206      8.3%     14.6%
 =====================================================================

 (1) Loans are net of deferred loan fees of $1,555; $1,701; $1,833 and
     allowance for loan losses of $10,429; $10,412; $6,305 for
     March 31, 2009, December 31, 2008, and March 31, 2008
     respectively.


                         Heritage Oaks Bancorp
                   Consolidated Statements of Income

                     (un-       (un-       (un-
                    audited)   audited)   audited)
                                                     Percentage Change
 (dollar amounts      For the Three Months Ended            Vs.
  in thousands     ---------------------------------------------------
  except per share              12/31/               12/31/     3/31/
  data)            3/31/2009     2008    3/31/2008    2008      2008
 ---------------------------------------------------------------------
 Interest Income
  Interest and
   fees on loans   $  11,147  $  11,484   $ 12,091     -2.9%     -7.8%
  Interest on
   investment
   securities
   Obligations of
    U.S. government
    agencies             548        489        421     12.1%     30.2%
   Obligations of
    state and
    political
    subdivisions         186        186        183      0.0%      1.6%
  Interest on time
   deposits with
   other banks             1          1          3      0.0%    -66.7%
  Interest on
   federal funds
   sold                    7         10         67    -30.0%    -89.6%
  Interest on other
   securities              7         53         52    -86.8%    -86.5%
 ---------------------------------------------------------------------
   Total interest
    income            11,896     12,223     12,817    -2.7%     -7.2%
 ---------------------------------------------------------------------
 Interest Expense
  Interest on
   savings, NOW and
   money market
   deposits              817        963      1,506    -15.2%    -45.8%
  Interest on time
   deposits in
   denominations of
   $100 or more          544        611        680    -11.0%    -20.0%
  Interest on time
   deposits under
   $100                  564        616        900     -8.4%    -37.3%
  Other borrowings       404        681        611    -40.7%    -33.9%
 ---------------------------------------------------------------------
   Total interest
    expense            2,329      2,871      3,697    -18.9%    -37.0%
 ---------------------------------------------------------------------
 Net interest
  income before
  provision for
  loan losses          9,567      9,352      9,120      2.3%      4.9%
  Provision for
   loan losses         2,110      6,000        240    -64.8%    779.2%
 ---------------------------------------------------------------------
 Net interest
  income after
  provision for
  loan losses          7,457      3,352      8,880    122.5%    -16.0%
 ---------------------------------------------------------------------
 Non Interest
  Income
  Service charges
   on deposit
   accounts              712        797        772    -10.7%     -7.8%
  Mortgage
   origination fees      330        201        166     64.2%     98.8%
  Earnings on bank
   owned life
   insurance             122        122        112      0.0%      8.9%
  Debit card
   interchange
   income                215        223        209     -3.6%      2.9%
  Bancard income          37         48         43    -22.9%    -14.0%
  Other commissions
   and fees              148        107        137     38.3%      8.0%
  Gain on sale of
   investments           122         --         --       --        --
  Loss on sale of
   OREO property         (27)        --         --       --        --
  Gain on sale of
   fixed asset             1         --         --       --        --
 ---------------------------------------------------------------------
 Total non-interest
  income               1,660      1,498      1,439     10.8%     15.4%
 ---------------------------------------------------------------------
 Non-Interest
  Expense
  Salaries and
   employee
   benefits            3,803      3,664      4,225      3.8%    -10.0%
  Occupancy              852        847        772      0.6%     10.4%
  Equipment              325        352        367     -7.7%    -11.4%
  Promotional            101        143        247    -29.4%    -59.1%
  Data processing        670        706        654     -5.1%      2.4%
  Stationary and
   supplies              105        105        119      0.0%    -11.8%
  Regulatory fees        143        135        108      5.9%     32.4%
  Audit and tax
   costs                 148        122        114     21.3%     29.8%
  Amortization of
   core deposit
   intangible            263        215        215     22.3%     22.3%
  Director fees           83         80         78      3.8%      6.4%
  Communication           62         85         73    -27.1%    -15.1%
  Other                  870        754        648     15.4%     34.3%
 ---------------------------------------------------------------------
 Total non-interest
  expenses             7,425      7,208      7,620      3.0%     -2.6%
 ---------------------------------------------------------------------
 Income before
  provision for
  income taxes         1,692     (2,358)     2,699    171.8%    -37.3%
  Provision for
   income taxes          590     (1,104)     1,024    153.4%    -42.4%
 ---------------------------------------------------------------------
 Net income            1,102     (1,254)     1,675    187.9%    -34.2%
 ---------------------------------------------------------------------
  Dividends and
   accretion on
   preferred stock        11         --         --       --        --
 ---------------------------------------------------------------------
 Net income
  available to
  common
  shareholders     $   1,091  $  (1,254) $   1,675    187.0%    -34.9%
 =====================================================================


 Average basic
  shares
  outstanding      7,689,317  7,724,093  7,694,546
 Average diluted
  shares
  outstanding      7,824,377  7,785,211  7,851,831
 Basic earnings per
  share available
  to common
  shareholders     $    0.14  $   (0.16) $    0.22
 Fully diluted
  earnings per
  share available
  to common
  shareholders     $    0.14  $   (0.16) $    0.21


 Additional Financial Information
 (dollar amounts in thousands)
                                                     Percentage Change
                         For the Quarters Ended             Vs.
                      ------------------------------------------------
                        3/31/    12/31/     3/31/    12/31/     3/31/
 LOANS                  2009      2008      2008      2008      2008
 ---------------------------------------------------------------------
 Real Estate Secured
  Multi-family
   residential        $ 17,569  $ 16,206  $ 12,344      8.4%     42.3%
  Residential 1 to 4
   family               23,063    23,910    26,214     -3.5%    -12.0%
  Home equity lines
   of credit            28,929    26,409    17,200      9.5%     68.2%
  Commercial           294,825   285,631   275,821      3.2%      6.9%
  Farmland               9,426    10,723     9,671    -12.1%     -2.5%
 Commercial
  Commercial and
   industrial          167,149   157,674   133,211      6.0%     25.5%
  Agriculture           13,989    13,744    12,480      1.8%     12.1%
  Other                    575       620       790     -7.3%    -27.2%
 Construction
  Single family
   residential          16,590    11,414     9,944     45.3%     66.8%
  Single family
   residential - Spec   12,850    15,395    18,200    -16.5%    -29.4%
  Tract                  3,190     2,431     3,225     31.2%     -1.1%
  Multi-family           5,727     5,808     9,331     -1.4%    -38.6%
  Hospitality            8,292    18,630    19,371     -55.5%   -57.2%
  Commercial            21,056    21,484    28,922     -2.0%    -27.2%
 Land                   60,031    61,681    54,278     -2.7%     10.6%
 Installment loans to
  individuals            8,038     7,851     7,733      2.4%      3.9%
 All other loans
  (including
  overdrafts)              342       536     1,125    -36.2%    -69.6%
 ---------------------------------------------------------------------
 Total gross loans    $691,641  $680,147  $639,860      1.7%      8.1%
 ---------------------------------------------------------------------
  Deferred loan fees     1,555     1,701     1,833     -8.6%    -15.2%
  Allowance for loan
   losses               10,429    10,412     6,305      0.2%     65.4%
 ---------------------------------------------------------------------
 Net loans            $679,657  $668,034  $631,722      1.7%      7.6%
 ---------------------------------------------------------------------
 Loans held for sale    13,806  $  7,939  $  2,759     73.9%    400.4%

                                                     Percentage Change
                         For the Quarters Ended             Vs.
                      ------------------------------------------------
 ALLOWANCE FOR LOAN     3/31/    12/31/     3/31/    12/31/     3/31/
  LOSSES                2009      2008      2008      2008      2008
 ---------------------------------------------------------------------

 Balance, beginning
  of period           $ 10,412  $ 10,350  $  6,143      0.6%     69.5%
  Provision expense      2,110     6,000       240    -64.8%    779.2%
  Loans charged-off
   Commercial and
    industrial             351     2,998        77    -88.3%    355.8%
   Construction          1,406       914        --     53.8%       --
   Land                    310     1,434        --    -78.4%       --
   1-4 family
    residential             --       555        --   -100.0%       --
   Commercial real
    estate                  --        35        --   -100.0%       --
   Other                    30         5         1    500.0%   2900.0%
 ---------------------------------------------------------------------
  Total charge-offs      2,097     5,941        78    -64.7%   2588.5%
 ---------------------------------------------------------------------
  Recoveries of loans
   previously charged
   off                       4         3        --     33.3%       --
 ---------------------------------------------------------------------
 Balance, end of
  period              $ 10,429  $ 10,412  $  6,305      0.2%     65.4%
 ---------------------------------------------------------------------

 Net charge-offs      $  2,093  $  5,938  $     78    -64.8%   2583.3%

                                                     Percentage Change
                                                            Vs.
                      ------------------------------------------------
                        3/31/    12/31/     3/31/    12/31/     3/31/
 NON-PERFORMING ASSETS  2009      2008      2008      2008      2008
 ---------------------------------------------------------------------

 Loans on non-accrual
  status
   Commercial real-
    estate            $  3,076  $  1,961  $    419     56.9%    634.1%
   Residential 1-4
    family                 392       265        --     47.9%       --
   Home equity lines
    of credit              320       320        --      0.0%       --
   Commercial            7,309     7,060     1,060      3.5%    589.5%
   Construction          5,282     5,990        --    -11.8%       --
   Land                  3,825     2,720        --     40.6%       --
   Installment              87        11        65    690.9%     33.8%
 ---------------------------------------------------------------------
  Total non-accruing
   loans              $ 20,291  $ 18,327  $  1,544     10.7%   1214.2%
 ---------------------------------------------------------------------
 Loans more than 90
  days delinquent,
  still accruing            --       348        --   -100.0%       --
 ---------------------------------------------------------------------
  Total non-performing
   loans                20,291    18,675     1,544      8.7%   1214.2%
 ---------------------------------------------------------------------
 Other real estate
  owned (OREO)           2,893     1,337        --    116.4%       --
 ---------------------------------------------------------------------
  Total non-performing
   assets             $ 23,184  $ 20,012  $  1,544     15.9%   1401.6%
 ---------------------------------------------------------------------

                                                     Percentage Change
                                                            Vs.
                                                    ------------------
                        3/31/    12/31/     3/31/    12/31/     3/31/
 DEPOSITS               2009      2008      2008      2008      2008
 ---------------------------------------------------------------------

 Non-interest bearing
  demand              $164,320  $147,044  $155,621     11.7%      5.6%
 ---------------------------------------------------------------------
 Interest-bearing
  demand                64,289    72,952    79,248    -11.9%    -18.9%
 Regular savings
  accounts              23,056    21,835    23,840      5.6%     -3.3%
 Money market
  accounts             169,975   173,199   199,882     -1.9%    -15.0%
 Brokered money
  market funds          46,002    28,502        --     61.4%       --
 ---------------------------------------------------------------------
  Total interest-
   bearing transaction
   & savings accounts  303,322   296,488   302,970      2.3%      0.1%
 ---------------------------------------------------------------------
 Time deposits         158,679   139,872   131,864     13.4%     20.3%
 Brokered time
  deposits              38,500    20,117        --     91.4%       --
 ---------------------------------------------------------------------
  Total deposits      $664,821  $603,521  $590,455     10.2%     12.6%
 ---------------------------------------------------------------------


                                             Three Months Ended
                                      --------------------------------
 PROFITABILITY / PERFORMANCE RATIOS   3/31/2009  12/31/2008  3/31/2008
 ---------------------------------------------------------------------
 Operating efficiency                    66.71%      66.43%     72.17%
 Return on average equity                 6.04%      -6.93%      9.55%
 Return on average common equity          6.19%      -6.93%      9.55%
 Return on average tangible equity        7.36%      -8.65%     12.32%
 Return on average tangible common
  equity                                  7.61%      -8.65%     12.32%
 Return on average assets                 0.54%      -0.63%      0.91%
 Non-interest income to average
  assets                                  0.81%       0.75%      0.78%
 Non-interest expense to average
  assets                                  3.64%       3.61%      4.12%
 Net interest income to average assets    4.69%       4.68%      4.93%
 Non-interest income to total net
  revenue                                14.79%      13.81%     13.63%
 Interest rate yield on interest
  earnings assets                         6.26%       6.58%      7.50%
 Cost of interest bearing liabilities     1.65%       2.03%      2.85%
 Cost of funds                            1.27%       1.60%      2.23%
 Net interest margin                      5.03%       5.04%      5.33%

 ASSET QUALITY RATIOS

 Non-performing loans to total gross
  loans                                   2.93%       2.75%      0.24%
 Non-performing loans as a % of ALLL    194.56%     179.36%     24.49%
 Non-performing loans as a % of total
  assets                                  2.33%       2.32%      0.20%
 Non-performing loans to primary
  capital                                22.14%      26.67%      2.18%
 Non-performing assets to total assets    2.66%       2.48%      0.20%
 Allowance for loan losses to total
  gross loans                             1.51%       1.53%      0.99%
 Net charge-offs to average loans
  outstanding                             0.30%       0.88%      0.01%

 CAPITAL RATIOS

 Company
  Leverage ratio                         11.35%       8.90%      9.30%
  Tier I Risk-Based Capital Ratio        11.92%       9.37%      9.82%
  Total Risk-Based Capital Ratio         13.20%      10.62%     10.76%

 Bank
  Leverage ratio                          9.75%       8.66%      8.82%
  Tier I Risk-Based Capital Ratio        10.23%       9.10%      9.28%
  Total Risk-Based Capital Ratio         11.52%      10.36%     10.22%


 AVERAGE                          Three Months Ended
  BALANCES AND  ----------------------------------------------------
  RATES             3/31/2009        12/31/2008         3/31/2008
                ----------------  ----------------  ----------------
 (dollars in              Yield/            Yield/             Yield/
   thousands)    Balance   Rate    Balance   Rate    Balance    Rate
 --------------------------------------------------------------------
 Interest
  Earning
  Assets:
  Investments
   with other
   banks        $    119   3.41%  $    119   3.34%  $    330    3.66%
  Federal funds
   sold           12,844   0.22%     5,774   0.69%     8,013    3.36%
  Investment
   securities -
   taxable        45,201   4.98%    40,366   5.34%    38,144    4.99%
  Investment
   securities -
   non taxable    17,163   4.40%    16,650   4.44%    17,122    4.30%
  Loans          695,774   6.50%   675,742   6.76%   623,981    7.79%
 --------------------------------------------------------------------
 Total earning
  assets         771,101   6.26%   738,651   6.58%   687,590    7.50%
 --------------------------------------------------------------------
 Allowance for
  loan losses    (10,623)          (10,002)           (6,204)
 Non-earning
  assets          66,896            66,340            62,769
 ------------------------------------------------------------
 Total assets   $827,374          $794,989          $744,155
 ------------------------------------------------------------

 Interest
  Bearing
  Liabilities:
  
  Interest
   bearing
   demand       $ 64,627   0.53%  $ 72,038   0.57%  $ 66,873    0.56%
  Savings         22,069   0.17%    22,236   0.30%    32,926    1.60%
  Money market   173,145   1.55%   179,009   1.69%   204,104    2.53%
  Time deposits  143,145   2.71%   139,753   2.90%   147,541    4.07%
  Brokered 
   money market   40,860   0.64%    26,218   1.24%        --    0.00%
  Brokered time
   deposits       29,390   2.11%    21,908   3.76%     6,499    5.38%
 --------------------------------------------------------------------
 Total interest
  bearing
  deposits       473,236   1.65%   461,162   1.89%   457,943    2.71%
 --------------------------------------------------------------------
  Federal funds
   purchased         650   1.25%     1,402   1.42%     4,209    3.44%
  Securities
   sold under
   agreement to
   repurchase      2,638   0.15%     2,642   1.20%     2,065    3.12%
  Federal Home
   Loan Bank
   borrowings    109,478   0.91%    83,565   2.19%    43,610    3.10%
  Junior
   subordinated
   debentures     13,403   4.69%    13,403   6.14%    13,403    6.69%
 --------------------------------------------------------------------
 Total borrowed
  funds          126,169   1.30%   101,012   2.68%    63,287    3.88%
 --------------------------------------------------------------------
 Total interest
  bearing
  liabilities    599,405   1.58%   562,174   2.03%   521,230    2.85%
 --------------------------------------------------------------------
  Non-interest
   bearing
   demand        145,849   0.00%   153,432   0.00%   144,108    0.00%
 --------------------------------------------------------------------
 Total funding   745,254   1.27%   715,606   1.60%   665,338    2.23%
 --------------------------------------------------------------------
 Other
  liabilities      8,086             7,388             8,247
 ------------------------------------------------------------
 Total
  liabilities    753,340           722,994           673,585
 ------------------------------------------------------------
 Total
  shareholders'
  equity          74,034            71,995            70,570
 ------------------------------------------------------------
 Total
  liabilities
  and
  shareholders'
  equity        $827,374          $794,989          $744,155
 ------------------------------------------------------------

  Net interest
   margin                  5.03%             5.04%              5.33%
                           =====             =====              =====


            

Contact Data