EX-99.1 2 a17-12056_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Heritage Commerce Corp Earns $6.5 Million in First Quarter 2017, a 7% Increase from First Quarter 2016

 

San Jose, CA — April 27, 2017 — Heritage Commerce Corp (Nasdaq: HTBK), the holding company (the “Company”) for Heritage Bank of Commerce (the “Bank”), today reported net income increased 7% to $6.5 million, or $0.17 per average diluted common share for the first quarter of 2017, compared to $6.1 million, or $0.16 per average diluted common share for the first quarter of 2016, and decreased 9% from $7.2 million, or $0.19 per average diluted common share for the fourth quarter of 2016.

 

“We continue to build momentum with strong financial results for the first quarter of 2017.  We generated 15% growth in deposits over the prior year, and a net interest margin of 4.06%, a return on average tangible assets of 1.05%, and a return on average tangible equity of 12.69% for the first quarter of 2017,” said Walter Kaczmarek, President and Chief Executive Officer.

 

“Heritage Commerce Corp was recently named one of the top performing community banks in the country, ranking third out of 281 community banks in the 2016 Raymond James Community Bankers Cup awards.  We were also honored to be named one of the best-performing community banks for 2016 by S&P Global Market Intelligence,” continued Mr. Kaczmarek.

 

First Quarter 2017 Highlights (as of, or for the periods ended March 31, 2017, compared to December 31, 2016, and March 31, 2016, except as noted):

 

·                  Diluted earnings per share totaled $0.17 for the first quarter of 2017, compared to $0.16 for the first quarter of 2016, and $0.19 for the fourth quarter of 2016.

 

·                  For the first quarter of 2017, the return on average tangible assets was 1.05%, and the return on average tangible equity was 12.69%, compared to 1.07% and 12.62%, respectively, for the first quarter of 2016, and 1.14% and 13.81%, respectively, for the fourth quarter of 2016.

 

·                  Net interest income increased 7% to $23.8 million for the first quarter of 2017, compared to $22.3 million for the first quarter of 2016, and increased 3% from $23.1 million for the fourth quarter of 2016.

 

·                  For the first quarter of 2017, the fully tax equivalent (“FTE”) net interest margin contracted 16 basis points to 4.06% from 4.22% for the first quarter of 2016, primarily due to lower yields on securities and the factored receivables portfolio, and a decrease in the accretion of the loan purchase discount into loan interest income from the Focus Business Bank (“Focus”) acquisition which was completed on August 20, 2015 (the “acquisition date”), partially offset by an increase in the average balances of loans and securities, and the impact of increases in the prime rate on loan yields and overnight funds.

 

·                  For the first quarter of 2017, the net interest margin increased 15 basis points from 3.91% for the fourth quarter of 2016, primarily due to an increase in both the yields and the average balances of loans and securities portfolio, partially offset by a decrease in the accretion of the loan purchase discount into loan interest income from the Focus transaction.

 

·                  The total purchase discount on non-impaired loans from the Focus loan portfolio was $4.6 million at the acquisition date, of which $3.2 million has been accreted into loan interest income from the acquisition date through March 31, 2017.

 

1



 

·                  The accretion of the loan purchase discount into loan interest income from the Focus transaction was $213,000 for the first quarter of 2017, compared to $518,000 for the first quarter of 2016, and $456,000 for the fourth quarter of 2016.

 

·                  Loans, excluding loans held-for-sale, increased $118.0 million, or 8%, to $1.51 billion at March 31, 2017, compared to $1.40 billion at March 31, 2016, which included an increase of $29.4 million, or 2% in the Company’s legacy portfolio, an increase of $888,000 in the factored receivables portfolio, $38.2 million of purchased commercial real estate (“CRE”) loans, and $49.5 million of purchased residential mortgage loans.

 

·                  Loans increased $10.7 million, or 1%, to $1.51 billion at March 31, 2017, compared to $1.50 billion at December 31, 2016, which included an increase of $13.6 million, or 1% in the Company’s legacy portfolio, a decrease of $6.8 million in the factored receivables portfolio, an increase of $7.2 million of purchased CRE loans, and a decrease of $3.3 million of purchased residential mortgage loans primarily due to paydowns.

 

·                  The allowance for loan losses (“ALLL”) was 1.26% of total loans at March 31, 2017, compared to 1.39% at March 31, 2016, and 1.27% at December 31, 2016.  The ALLL to total nonperforming loans was 353.89% at March 31, 2017, compared to 465.06% at March 31, 2016, and 624.03% at December 31, 2016.

 

·                  Nonperforming assets (“NPAs”) increased to $5.6 million, or 0.21% of total assets, at March 31, 2017, compared to $4.6 million, or 0.20% of total assets, at March 31, 2016, and $3.3 million, or 0.13% of total assets, at December 31, 2016, primarily due to loans from one customer relationship totaling $1.8 million that were placed on nonaccrual during the first quarter of 2017.

 

·                  Classified assets declined to $10.4 million, or 0.39% of total assets, at March 31, 2017, compared to $21.1 million, or 0.91% of total assets, at March 31, 2016, and $13.6 million, or 0.53% of total assets, at December 31, 2016.

 

·                  Net charge-offs totaled $275,000 for the first quarter of 2017, compared to net recoveries of $131,000 for the first quarter of 2016, and net charge-offs of $1.2 million for the fourth quarter of 2016.

 

·                  There was a $321,000 provision for loan losses for the first quarter of 2017, compared to $401,000 for the first quarter of 2016, and $240,000 for the fourth quarter of 2016.

 

·                  Total deposits increased $301.4 million, or 15%, to $2.33 billion at March 31, 2017, compared to $2.03 billion at March 31, 2016, and increased $67.9 million, or 3%, from $2.26 billion at December 31, 2016.

 

·                  Deposits, excluding all time deposits and CDARS deposits, increased $330.7 million, or 19%, to $2.10 billion at March 31, 2017, from $1.77 billion at March 31, 2016, and increased $67.6 million, or 3%, from $2.03 billion at December 31, 2016.

 

·                  The Company’s consolidated capital ratios exceeded regulatory guidelines and the Bank’s capital ratios exceeded the regulatory guidelines for a well-capitalized financial institution under the Basel III regulatory requirements at March 31, 2017.

 

2



 

 

 

 

 

 

 

Well-capitalized

 

Fully Phased-in

 

 

 

 

 

 

 

Financial

 

Basel III

 

 

 

 

 

 

 

Institution

 

Minimal

 

 

 

Heritage

 

Heritage

 

Basel III

 

Requirement(1)

 

 

 

Commerce

 

Bank of

 

Regulatory

 

Effective

 

CAPITAL RATIOS

 

Corp

 

Commerce

 

Guidelines

 

January 1, 2019

 

Total Risk-Based

 

12.5

%

12.2

%

10.0

%

10.5

%

Tier 1 Risk-Based

 

11.4

%

11.2

%

8.0

%

8.5

%

Common Equity Tier 1 Risk-Based

 

11.4

%

11.2

%

6.5

%

7.0

%

Leverage

 

8.6

%

8.4

%

5.0

%

4.0

%

 


(1)Requirements for both the Company and the Bank include a 2.5% capital conservation buffer, except the leverage ratio.

 


 

Operating Results

 

Net interest income increased 7% to $23.8 million for the first quarter of 2017, compared to $22.3 million for the first quarter of 2016, and increased 3% from $23.1 million for the fourth quarter of 2016, primarily due to the impact of organic growth in the loan portfolio, the purchase of residential mortgage loans and CRE loans, and an increase in the average balance of investment securities.

 

For the first quarter of 2017, the net interest margin (FTE) contracted 16 basis points to 4.06% from 4.22% for the first quarter of 2016, primarily due to lower yields on securities and the factored receivables portfolio, and a decrease in the accretion of the loan purchase discount into loan interest income from the Focus transaction, partially offset by an increase in the average balances of loans and securities, and the impact of increases in the prime rate on loan yields and overnight funds. For the first quarter of 2017, the net interest margin increased 15 basis points from 3.91% for the fourth quarter of 2016, primarily due to an increase in both the yields and the average balances of loans and securities, partially offset by a decrease in the accretion of the loan purchase discount into loan interest income from the Focus transaction.

 

The provision for loan losses for the first quarter of 2017 was $321,000, compared to $401,000 for the first quarter of 2016, and $240,000 for the fourth quarter of 2016.

 

Noninterest income decreased to $2.3 million for the first quarter of 2017, compared to $2.6 million for the first quarter of 2016, and $3.0 million for the fourth quarter of 2016.  The decrease in noninterest income for the first quarter of 2017, compared to the first quarter of 2016, was primarily due to a lower gain on sales of securities of $186,000, and lower servicing income of $86,000.  The decrease in noninterest income for the first quarter of 2017, compared to the fourth quarter of 2016, was primarily due to a lower gain on sales of securities $578,000, and lower other noninterest income of $204,000, mainly as a result of lower loan fees, for the first quarter of 2017, and a $100,000 gain on proceeds from company-owned life insurance received during the fourth quarter of 2016, partially offset by a higher gain on sales of SBA loans of $181,000 during the first quarter of 2017.

 

Total noninterest expense for the first quarter of 2017 increased to $15.3 million, compared to $14.7 million for the first quarter of 2016, and $14.3 million for the fourth quarter of 2016.  The increase in noninterest expense in the first quarter of 2017, compared to the first and fourth quarters of 2016, was primarily due to higher salaries and employee benefits as a result of the hiring of additional employees and higher professional fees.  Salaries and employee benefits and professional fees were also higher in the first quarter of 2017, compared to the fourth quarter of 2016, consistent with cyclical nature of these expenses.  Full time equivalent employees were 269 at March 31, 2017, 260 at March 31, 2016, and 263 at December 31, 2016.

 

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The efficiency ratio for the first quarter of 2017 was 58.68%, compared to 58.93% for the first quarter of 2016, and 54.57% for the fourth quarter of 2016.

 

Income tax expense for the first quarter of 2017 was $3.9 million, compared to $3.7 million for the first quarter of 2016, and $4.4 million for the fourth quarter of 2016. The effective tax rate for the first quarter of 2017 was 37.6%, compared to 37.9% for the first quarter of 2016, and 38.0% for the fourth quarter of 2016.  The difference in the effective tax rate for the periods reported, compared to the combined Federal and state statutory tax rate of 42%, is primarily the result of the Company’s investment in life insurance policies whose earnings are not subject to taxes, tax credits related to investments in low income housing limited partnerships (net of low income housing investment losses), and tax-exempt interest income earned on municipal bonds.  For the first quarter of 2017, there was a tax benefit of $112,000 from the Company’s stock-based compensation plans.

 

Balance Sheet Review, Capital Management and Credit Quality

 

Total assets increased to $2.64 billion at March 31, 2017, compared to $2.33 billion at March 31, 2016, and $2.57 billion at December 31, 2016.

 

The investment securities available-for-sale portfolio totaled $341.6 million at March 31, 2017, compared to $448.5 million at March 31, 2016, and $306.6 million at December 31, 2016.  At March 31, 2017, the Company’s securities available-for-sale portfolio was comprised of $325.5 million agency mortgage-backed securities (all issued by U.S. Government sponsored entities), and $16.1 million of single entity issue trust preferred securities. The pre-tax unrealized loss on securities available-for-sale at March 31, 2017 was ($1.1) million, compared to a pre-tax unrealized gain on securities available-for-sale of $5.2 million at March 31, 2016, and a pre-tax unrealized loss on securities available-for-sale of ($2.0) million at December 31, 2016.  All other factors remaining the same, when market interest rates are rising, the Company will experience a higher unrealized loss (or lower unrealized gain) on the securities portfolio. During the first quarter of 2017, the Company purchased $47.3 million of agency mortgage-backed investment securities available-for-sale, with a weighted average book yield of 2.42%.

 

At March 31, 2017, investment securities held-to-maturity totaled $341.4 million, compared to $185.2 million at March 31, 2016, and $324.0 million at December 31, 2016.  At March 31, 2017, the Company’s securities held-to-maturity portfolio, at amortized cost, was comprised of $251.2 million tax-exempt municipal bonds, and $90.2 million agency mortgage-backed securities.   During the first quarter of 2017, the Company purchased $27.7 million of agency mortgage-backed securities held-to-maturity, with a weighted average book yield of 2.44%.

 

Loans, excluding loans held-for-sale, increased $118.0 million, or 8%, to $1.51 billion at March 31, 2017, compared to $1.40 billion at March 31, 2016, which included an increase of $29.4 million, or 2% in the Company’s legacy portfolio, an increase of $888,000 in the factored receivables portfolio, $38.2 million of purchased CRE loans, and $49.5 million of purchased residential mortgage loans.  Loans increased $10.7 million, or 1%, from $1.50 billion at December 31, 2016, which included an increase of $13.6 million in the Company’s legacy portfolio, a decrease of $6.8 million in the factored receivables portfolio, an increase of $7.2 million of purchased CRE loans, and a decrease of $3.3 million of purchased residential mortgage loans.

 

The loan portfolio remains well-diversified with commercial and industrial (“C&I”) loans accounting for 40% of the loan portfolio at March 31, 2017, which included $42.8 million of factored receivables. CRE loans accounted for 45% of the total loan portfolio, of which 44% were occupied by businesses that own them.  Consumer and home equity loans accounted for 6% of total loans, land and construction loans accounted for 6% of total loans, and residential mortgage loans accounted for the remaining 3% of total loans at March 31, 2017.

 

The commercial loan portfolio increased $17.2 million, or 3%, to $609.3 million at March 31, 2017, compared to $592.1 million at March 31, 2016, which was primarily the result of an increase of $16.3 million, or 3%, in the C&I portfolio, and an increase of $888,000 in the factored receivables portfolio. The commercial loan portfolio increased $5.0 million, or 1%, from $604.3 million at December 31, 2016, which included an increase of $11.8 million, or 2%, in the C&I portfolio, and a decrease of $6.8 million in the factored receivables portfolio.  C&I line usage was 40% at March 31, 2017, compared to 44% at March 31, 2016, and 42% at December 31, 2016.

 

4



 

The CRE loan portfolio increased $63.2 million, or 10%, to $680.0 million at March 31, 2017, compared to $616.8 million at March 31, 2016, which included an increase of $25.0 million, or 4%, in the Company’s legacy portfolio, and $38.2 million of purchased CRE loans.  There were no purchased CRE loans at March 31, 2016.  The CRE loan portfolio increased $17.8 million, or 3%, from $662.2 million at December 31, 2016, which included an increase of $10.6 million, or 2% in the Company’s legacy portfolio, and an increase of $7.2 million of purchased CRE loans outstanding.  During the first quarter of 2017, the Company purchased $7.4 million of CRE loans on properties located primarily in the San Francisco Bay Area, with an average loan principal amount of approximately $2.5 million per loan, and weighted average yield of 3.89%, net of servicing fees to the servicer.

 

Land and construction loans decreased $14.4 million to $81.1 million at March 31, 2017, compared to $95.5 million at March 31, 2016, primarily due to the payoff of construction loans during the fourth quarter of 2016.

 

During the year ended December 31, 2016, the Company purchased jumbo single family residential mortgage loans totaling $57.5 million, all of which are domiciled in California, with an average loan principal amount of approximately $834,000 per loan, and weighted average yield of 3.00%, net of servicing fees to the servicer. Residential mortgage loans outstanding at March 31, 2017 totaled $49.5 million, compared to $52.9 million at December 31, 2016.

 

The yield on the loan portfolio was 5.53% for the first quarter of 2017, compared to 5.64% for the first quarter of 2016, and 5.46% for the fourth quarter of 2016. The decrease in the yield on the loan portfolio for the first quarter of 2017, compared to the first quarter of 2016, reflects the impact of the lower yielding purchased residential mortgage loans and purchased CRE loans, a lower yield on the factored receivables portfolio, and a decrease in the accretion of the loan purchase discount into loan interest income from the Focus transaction, partially offset by the impact of increases in the prime rate. The increase in the yield on the loan portfolio for the first quarter of 2017, compared to the fourth quarter of 2016, reflects the impact of increases in the prime rate, partially offset by a decrease in the accretion of the loan purchase discount into loan interest income from the Focus transaction.

 

The yield on the loan portfolio, excluding the purchased residential loans, purchased CRE loans, factored receivables portfolio, and accretion of the loan purchase discount from the Focus transaction, increased to 5.00% for the first quarter of 2017, compared to 4.78% for the first quarter of 2016, and 4.73% for the fourth quarter of 2016.

 

The accretion of the loan purchase discount in loan interest income from the Focus transaction was $213,000 for the first quarter of 2017, compared to $518,000 for the first quarter of 2016, and $456,000 for the fourth quarter of 2016.  The total purchase discount on non-impaired loans from the Focus loan portfolio was $4.6 million at the acquisition date, of which $3.2 million has been accreted to loan interest income from the acquisition date through March 31, 2017.

 

At March 31, 2017, NPAs increased to $5.6 million, or 0.21% of total assets, compared to $4.6 million, or 0.20% of total assets, at March 31, 2016, and $3.3 million, or 0.13% of total assets, at December 31, 2016, primarily due to loans from one customer relationship totaling $1.8 million that were placed on nonaccrual during the first quarter of 2017.  At March 31, 2017, March 31, 2016, and December 31, 2016, the NPAs included no loans guaranteed by the Small Business Administration (“SBA”).  Foreclosed assets were $183,000 at March 31, 2017, compared to $386,000 at March 31, 2016, and $229,000 at December 31, 2016.  The following is a breakout of NPAs at the periods indicated:

 

5



 

 

 

End of Period:

 

NONPERFORMING ASSETS

 

March 31, 2017

 

December 31, 2016

 

March 31, 2016

 

(in $000’s, unaudited)

 

Balance

 

% of Total

 

Balance

 

% of Total

 

Balance

 

% of Total

 

Commercial and industrial loans

 

$

3,704

 

66

%

$

2,097

 

64

%

$

290

 

6

%

Commercial real estate loans

 

912

 

16

%

419

 

13

%

2,910

 

64

%

Home equity and consumer loans

 

252

 

5

%

270

 

8

%

771

 

17

%

Restructured and loans over 90 days past due and still accruing

 

207

 

4

%

 

0

%

 

0

%

Land and construction loans

 

195

 

4

%

199

 

6

%

213

 

5

%

Foreclosed assets

 

183

 

3

%

229

 

7

%

386

 

8

%

SBA loans

 

137

 

2

%

74

 

2

%

 

0

%

Total nonperforming assets

 

$

5,590

 

100

%

$

3,288

 

100

%

$

4,570

 

100

%

 

Classified assets declined to $10.4 million at March 31, 2017, compared to $21.1 million at March 31, 2016, and $13.6 million at December 31, 2016.  Classified assets include $6,000 of loans guaranteed by the SBA at March 31, 2017, compared to no loans guaranteed by the SBA at March 31, 2016, and $322,000 of loans guaranteed by the SBA at December 31, 2016.

 

The following table summarizes the allowance for loan losses:

 

 

 

For the Quarter Ended

 

ALLOWANCE FOR LOAN LOSSES

 

March 31,

 

December 31,

 

March 31,

 

(in $000’s, unaudited)

 

2017

 

2016

 

2016

 

Balance at beginning of period

 

$

19,089

 

$

20,032

 

$

18,926

 

Provision for loan losses during the period

 

321

 

240

 

401

 

Net (charge-offs) recoveries during the period

 

(275

)

(1,183

)

131

 

Balance at end of period

 

$

19,135

 

$

19,089

 

$

19,458

 

 

 

 

 

 

 

 

 

Total loans, net of deferred fees

 

$

1,513,287

 

$

1,502,607

 

$

1,395,264

 

Total nonperforming loans

 

$

5,407

 

$

3,059

 

$

4,184

 

 

 

 

 

 

 

 

 

Allowance for loan losses to total loans

 

1.26

%

1.27

%

1.39

%

Allowance for loan losses to total nonperforming loans

 

353.89

%

624.03

%

465.06

%

 

The ALLL at March 31, 2017 was 1.26% of total loans, compared to 1.39% at March 31, 2016, and 1.27% at December 31, 2016.  The ALLL to total nonperforming loans was 353.89% at March 31, 2017, compared to 465.06% at March 31, 2016, and 624.03% at December 31, 2016.

 

Total deposits increased $301.4 million, or 15%, to $2.33 billion at March 31, 2017, compared to $2.03 billion at March 31, 2016, and increased $67.9 million, or 3%, from $2.26 billion at December 31, 2016.  Deposits, excluding all time deposits and CDARS deposits, increased $330.7 million, or 19%, to $2.10 billion at March 31, 2017, from $1.77 billion at March 31, 2016, and increased $67.6 million, or 3%, from $2.03 billion at December 31, 2016.

 

The total cost of deposits increased 1 basis point to 0.16% for the first quarter of 2017, from 0.15% for the first and fourth quarters of 2016.

 

Tangible equity was $211.6 million at March 31, 2017, compared to $197.9 million at March 31, 2016, and $207.2 million at December 31, 2016.  Tangible book value per common share was $5.57 at March 31, 2017, compared to $5.54 at March 31, 2016, and $5.46 at December 31, 2016.  There was no Series C Preferred Stock outstanding at March 31, 2017, and December 31, 2016, compared to 21,004 shares of Series C Preferred Stock outstanding at March 31, 2016.  During the third quarter of 2016, the holders of the Company’s Series C Preferred Stock exchanged 21,004 shares of Series C Preferred Stock for 5,601,000 shares of the Company’s common stock.  Pro forma tangible book value per common share, assuming the outstanding Series C Preferred Stock was converted into common stock, was $5.24 at March 31, 2016.

 

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Accumulated other comprehensive loss was ($7.4) million at March 31, 2017, compared to ($3.5) million at March 31, 2016, and ($7.9) million at December 31, 2016. The unrealized gain (loss) on securities available-for-sale, net of taxes, included in accumulated other comprehensive loss was an unrealized loss of ($653,000) at March 31, 2017, compared to an unrealized gain of $3.0 million at March 31, 2016, and an unrealized loss of ($1.2) million at December 31, 2016.  The components of accumulated other comprehensive loss, net of taxes, at March 31, 2017 include the following: an unrealized loss on available-for-sale securities of ($653,000); the remaining unamortized unrealized gain on securities available-for-sale transferred to held-to-maturity of $327,000; a split dollar insurance contracts liability of ($3.5) million; a supplemental executive retirement plan liability of ($4.2) million; and an unrealized gain on interest-only strip from SBA loans of $607,000.

 

Heritage Commerce Corp, a bank holding company established in February 1998, is the parent company of Heritage Bank of Commerce, established in 1994 and headquartered in San Jose with full-service branches in Danville, Fremont, Gilroy, Hollister, Los Altos, Los Gatos, Morgan Hill, Pleasanton, San Jose, Sunnyvale, and Walnut Creek.  Heritage Bank of Commerce is an SBA Preferred Lender.  Bay View Funding, a subsidiary of Heritage Bank of Commerce, is based in Santa Clara and provides business-essential working capital factoring financing to various industries throughout the United States.  For more information, please visit www.heritagecommercecorp.com.

 

Forward Looking Statement Disclaimer

 

These forward looking statements are subject to various risks and uncertainties that may be outside our control and our actual results could differ materially from our projected results.  Risks and uncertainties that could cause our financial performance to differ materially from our goals, plans, expectations and projections expressed in forward-looking statements include those set forth in our filings with the Securities and Exchange Commission, Item 1A of the Company’s Annual Report on Form 10-K, and the following: (1) current and future economic and market conditions in the United States generally or in the communities we serve, including the effects of declines in property values, high unemployment rates and overall slowdowns in economic growth should these events occur; (2) effects of and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Open Market Committee of the Federal Reserve Board; (3) changes in inflation, interest rates, and market liquidity which may impact interest margins and impact funding sources; (4) volatility in credit and equity markets and its effect on the global economy; (5) changes in the competitive environment among financial or bank holding companies and other financial service providers; (6) changes in consumer and business spending and saving habits and the related effect on our ability to increase assets and to attract deposits; (7) our ability to develop and promote customer acceptance of new products and services in a timely manner; (8) risks associated with concentrations in real estate related loans; (9) an oversupply of inventory and deterioration in values of California commercial real estate; (10) a prolonged slowdown in construction activity; (11) other than temporary impairment charges to our securities portfolio; (12) changes in the level of nonperforming assets and charge-offs and other credit quality measures, and their impact on the adequacy of the Company’s allowance for loan losses and the Company’s provision for loan losses; (13) our ability to raise capital or incur debt on reasonable terms; (14) regulatory limits on Heritage Bank of Commerce’s ability to pay dividends to the Company; (15) changes in our capital management policies, including those regarding business combinations, dividends, and share repurchases, among others; (16) operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which we are highly dependent; (17) our ability to keep pace with technological changes, including our ability to identify and address cyber-security risks such as data security breaches, “denial of service” attacks, “hacking” and identity theft; (18) inability of our framework to manage risks associated with our business, including operational risk and credit risk; (19) risks of loss of funding of Small Business Administration or SBA loan programs, or changes in those programs; (20) effect and uncertain impact on the Company of the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated by

 

7



 

supervisory and oversight agencies implementing the new legislation; (21) effect of lower corporate tax rates if enacted on the Company’s deferred tax asset; (22) significant changes in applicable laws and regulations, including those concerning taxes, banking and securities; (23) effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; (24) costs and effects of legal and regulatory developments, including resolution of legal proceedings or regulatory or other governmental inquiries, and the results of regulatory examinations or reviews; (25) availability of and competition for acquisition opportunities; (26) risks associated with merger and acquisition integration; (27) risks resulting from domestic terrorism; (28) risks of natural disasters and other events beyond our control; and (29) our success in managing the risks involved in the foregoing factors.

 

Member FDIC

 

8



 

 

 

For the Quarter Ended:

 

Percent Change From:

 

CONSOLIDATED INCOME STATEMENTS

 

March 31,

 

December 31,

 

March 31,

 

December 31,

 

March 31,

 

(in $000’s, unaudited)

 

2017

 

2016

 

2016

 

2016

 

2016

 

Interest income

 

$

24,697

 

$

23,991

 

$

23,062

 

3

%

7

%

Interest expense

 

871

 

867

 

758

 

0

%

15

%

Net interest income before provision for loan losses

 

23,826

 

23,124

 

22,304

 

3

%

7

%

Provision for loan losses

 

321

 

240

 

401

 

34

%

-20

%

Net interest income after provision for loan losses

 

23,505

 

22,884

 

21,903

 

3

%

7

%

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

Service charges and fees on deposit accounts

 

740

 

768

 

767

 

-4

%

-4

%

Increase in cash surrender value of life insurance

 

422

 

430

 

449

 

-2

%

-6

%

Gain on sales of SBA loans

 

324

 

143

 

305

 

127

%

6

%

Servicing income

 

285

 

292

 

371

 

-2

%

-23

%

Gain on sales of securities

 

(6

)

572

 

180

 

-101

%

-103

%

Gain on proceeds from company owned life insurance

 

 

100

 

 

-100

%

N/A

 

Other

 

530

 

734

 

542

 

-28

%

-2

%

Total noninterest income

 

2,295

 

3,039

 

2,614

 

-24

%

-12

%

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

9,486

 

8,608

 

8,947

 

10

%

6

%

Professional fees

 

1,071

 

852

 

825

 

26

%

30

%

Occupancy and equipment

 

1,068

 

1,101

 

1,085

 

-3

%

-2

%

Other

 

3,703

 

3,716

 

3,828

 

0

%

-3

%

Total noninterest expense

 

15,328

 

14,277

 

14,685

 

7

%

4

%

Income before income taxes

 

10,472

 

11,646

 

9,832

 

-10

%

7

%

Income tax expense

 

3,934

 

4,431

 

3,726

 

-11

%

6

%

Net income

 

6,538

 

7,215

 

6,106

 

-9

%

7

%

Dividends on preferred stock

 

 

 

(504

)

N/A

 

-100

%

Net income available to common shareholders

 

6,538

 

7,215

 

5,602

 

-9

%

17

%

Undistributed earnings allocated to Series C preferred stock

 

 

 

(403

)

N/A

 

-100

%

Distributed and undistributed earnings allocated to common shareholders

 

$

6,538

 

$

7,215

 

$

5,199

 

-9

%

26

%

 

PER COMMON SHARE DATA

 

 

 

 

 

 

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.17

 

$

0.19

 

$

0.16

 

-11

%

6

%

Diluted earnings per share

 

$

0.17

 

$

0.19

 

$

0.16

 

-11

%

6

%

Weighted average shares outstanding - basic

 

37,957,999

 

37,931,317

 

32,125,716

 

0

%

18

%

Weighted average shares outstanding - diluted

 

38,494,107

 

38,270,110

 

32,377,493

 

1

%

19

%

Common shares outstanding at period-end

 

37,995,085

 

37,941,007

 

32,170,920

 

0

%

18

%

Pro forma common shares outstanding at period-end, assuming Series C preferred stock was converted into common stock

 

N/A

 

N/A

 

37,771,920

 

N/A

 

N/A

 

Dividend per share

 

$

0.10

 

$

0.09

 

$

0.09

 

11

%

11

%

Book value per share

 

$

6.95

 

$

6.85

 

$

7.22

 

1

%

-4

%

Tangible book value per share

 

$

5.57

 

$

5.46

 

$

5.54

 

2

%

1

%

Pro forma tangible book value per share, assuming Series C preferred stock was converted into common stockpreferred stock was converted into common stock

 

N/A

 

N/A

 

$

5.24

 

N/A

 

N/A

 

 

KEY FINANCIAL RATIOS

 

 

 

 

 

 

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Annualized return on average equity

 

10.15

%

11.01

%

9.87

%

-8

%

3

%

Annualized return on average tangible equity

 

12.69

%

13.81

%

12.62

%

-8

%

1

%

Annualized return on average assets

 

1.03

%

1.12

%

1.05

%

-8

%

-2

%

Annualized return on average tangible assets

 

1.05

%

1.14

%

1.07

%

-8

%

-2

%

Net interest margin (fully tax equivalent)

 

4.06

%

3.91

%

4.22

%

4

%

-4

%

Efficiency ratio

 

58.68

%

54.57

%

58.93

%

8

%

0

%

 

AVERAGE BALANCES

 

 

 

 

 

 

 

 

 

 

 

(in $000’s, unaudited)

 

 

 

 

 

 

 

 

 

 

 

Average assets

 

$

2,584,749

 

$

2,572,595

 

$

2,349,224

 

0

%

10

%

Average tangible assets

 

$

2,532,273

 

$

2,519,733

 

$

2,295,181

 

0

%

10

%

Average earning assets

 

$

2,409,043

 

$

2,381,141

 

$

2,157,463

 

1

%

12

%

Average loans held-for-sale

 

$

6,700

 

$

6,074

 

$

4,746

 

10

%

41

%

Average total loans

 

$

1,489,123

 

$

1,455,558

 

$

1,363,850

 

2

%

9

%

Average deposits

 

$

2,269,554

 

$

2,245,336

 

$

2,030,898

 

1

%

12

%

Average demand deposits - noninterest-bearing

 

$

887,008

 

$

898,367

 

$

776,999

 

-1

%

14

%

Average interest-bearing deposits

 

$

1,382,546

 

$

1,346,969

 

$

1,253,899

 

3

%

10

%

Average interest-bearing liabilities

 

$

1,382,622

 

$

1,347,032

 

$

1,255,647

 

3

%

10

%

Average equity

 

$

261,344

 

$

260,723

 

$

248,700

 

0

%

5

%

Average tangible equity

 

$

208,868

 

$

207,861

 

$

194,657

 

0

%

7

%

 

9



 

 

 

End of Period:

 

Percent Change From:

 

CONSOLIDATED BALANCE SHEETS

 

March 31,

 

December 31,

 

March 31,

 

December 31,

 

March 31,

 

(in $000’s, unaudited)

 

2017

 

2016

 

2016

 

2016

 

2016

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

31,724

 

$

27,993

 

$

25,573

 

13

%

24

%

Other investments and interest-bearing deposits

 

 

 

 

 

 

 

 

 

 

 

in other financial institutions

 

256,122

 

238,110

 

117,562

 

8

%

118

%

Securities available-for-sale, at fair value

 

341,590

 

306,589

 

448,540

 

11

%

-24

%

Securities held-to-maturity, at amortized cost

 

341,383

 

324,010

 

185,165

 

5

%

84

%

Loans held-for-sale - SBA, including deferred costs

 

3,911

 

5,705

 

2,389

 

-31

%

64

%

Loans:

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

609,353

 

604,331

 

592,128

 

1

%

3

%

Real estate:

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

679,989

 

662,228

 

616,821

 

3

%

10

%

Land and construction

 

81,101

 

81,002

 

95,547

 

0

%

-15

%

Home equity

 

80,360

 

82,459

 

74,993

 

-3

%

7

%

Residential mortgages

 

49,569

 

52,887

 

 

-6

%

N/A

 

Consumer

 

13,807

 

20,460

 

16,476

 

-33

%

-16

%

Loans

 

1,514,179

 

1,503,367

 

1,395,965

 

1

%

8

%

Deferred loan fees

 

(892

)

(760

)

(701

)

17

%

27

%

Total loans, net of deferred fees

 

1,513,287

 

1,502,607

 

1,395,264

 

1

%

8

%

Allowance for loan losses

 

(19,135

)

(19,089

)

(19,458

)

0

%

-2

%

Loans, net

 

1,494,152

 

1,483,518

 

1,375,806

 

1

%

9

%

Company owned life insurance

 

59,570

 

59,148

 

60,470

 

1

%

-1

%

Premises and equipment, net

 

7,512

 

7,490

 

7,625

 

0

%

-1

%

Goodwill

 

45,664

 

45,664

 

45,664

 

0

%

0

%

Other intangible assets

 

6,605

 

6,950

 

8,126

 

-5

%

-19

%

Accrued interest receivable and other assets

 

53,558

 

65,703

 

50,413

 

-18

%

6

%

Total assets

 

$

2,641,791

 

$

2,570,880

 

$

2,327,333

 

3

%

14

%

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

Demand, noninterest-bearing

 

$

917,037

 

$

917,187

 

$

768,525

 

0

%

19

%

Demand, interest-bearing

 

575,637

 

541,282

 

506,272

 

6

%

14

%

Savings and money market

 

606,116

 

572,743

 

493,275

 

6

%

23

%

Time deposits-under $250

 

56,988

 

57,857

 

61,595

 

-2

%

-7

%

Time deposits-$250 and over

 

164,824

 

163,670

 

179,048

 

1

%

-8

%

Time deposits - brokered

 

 

 

11,829

 

N/A

 

-100

%

CDARS - money market and time deposits

 

9,485

 

9,401

 

8,192

 

1

%

16

%

Total deposits

 

2,330,087

 

2,262,140

 

2,028,736

 

3

%

15

%

Accrued interest payable and other liabilities

 

47,800

 

48,890

 

46,938

 

-2

%

2

%

Total liabilities

 

2,377,887

 

2,311,030

 

2,075,674

 

3

%

15

%

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

Series C preferred stock, net

 

 

 

19,519

 

N/A

 

-100

%

Common stock

 

216,039

 

215,237

 

194,153

 

0

%

11

%

Retained earnings

 

55,270

 

52,527

 

41,485

 

5

%

33

%

Accumulated other comprehensive loss

 

(7,405

)

(7,914

)

(3,498

)

6

%

-112

%

Total shareholders’ equity

 

263,904

 

259,850

 

251,659

 

2

%

5

%

Total liabilities and shareholders’ equity

 

$

2,641,791

 

$

2,570,880

 

$

2,327,333

 

3

%

14

%

 

10



 

 

 

End of Period:

 

Percent Change From:

 

CREDIT QUALITY DATA

 

March 31,

 

December 31,

 

March 31,

 

December 31,

 

March 31,

 

(in $000’s, unaudited)

 

2017

 

2016

 

2016

 

2016

 

2016

 

Nonaccrual loans - held-for-investment

 

$

5,200

 

$

3,059

 

$

4,184

 

70

%

24

%

Restructured and loans over 90 days past due and still accruing

 

207

 

 

 

N/A

 

N/A

 

Total nonperforming loans

 

5,407

 

3,059

 

4,184

 

77

%

29

%

Foreclosed assets

 

183

 

229

 

386

 

-20

%

-53

%

Total nonperforming assets

 

$

5,590

 

$

3,288

 

$

4,570

 

70

%

22

%

Other restructured loans still accruing

 

$

126

 

$

131

 

$

145

 

-4

%

-13

%

Net charge-offs (recoveries) during the quarter

 

$

275

 

$

1,183

 

$

(131

)

-77

%

310

%

Provision for loan losses during the quarter

 

$

321

 

$

240

 

$

401

 

34

%

-20

%

Allowance for loan losses

 

$

19,135

 

$

19,089

 

$

19,458

 

0

%

-2

%

Classified assets

 

$

10,368

 

$

13,553

 

$

21,095

 

-24

%

-51

%

Allowance for loan losses to total loans

 

1.26

%

1.27

%

1.39

%

-1

%

-9

%

Allowance for loan losses to total nonperforming loans

 

353.89

%

624.03

%

465.06

%

-43

%

-24

%

Nonperforming assets to total assets

 

0.21

%

0.13

%

0.20

%

62

%

5

%

Nonperforming loans to total loans

 

0.36

%

0.20

%

0.30

%

80

%

20

%

Classified assets to Heritage Commerce Corp Tier 1 capital plus allowance for loan losses

 

4

%

6

%

10

%

-33

%

-60

%

Classified assets to Heritage Bank of Commerce Tier 1 capital plus allowance for loan losses

 

4

%

6

%

10

%

-33

%

-60

%

 

OTHER PERIOD-END STATISTICS

 

 

 

 

 

 

 

 

 

 

 

(in $000’s, unaudited)

 

 

 

 

 

 

 

 

 

 

 

Heritage Commerce Corp:

 

 

 

 

 

 

 

 

 

 

 

Tangible equity(1)

 

$

211,634

 

$

207,236

 

$

197,869

 

2

%

7

%

Tangible common equity(2)

 

$

211,634

 

$

207,236

 

$

178,350

 

2

%

19

%

Shareholders’ equity / total assets

 

9.99

%

10.11

%

10.81

%

-1

%

-8

%

Tangible equity / tangible assets(3)

 

8.17

%

8.23

%

8.70

%

-1

%

-6

%

Tangible common equity / tangible assets(4)

 

8.17

%

8.23

%

7.84

%

-1

%

4

%

Loan to deposit ratio

 

64.95

%

66.42

%

68.78

%

-2

%

-6

%

Noninterest-bearing deposits / total deposits

 

39.36

%

40.55

%

37.88

%

-3

%

4

%

Total risk-based capital ratio

 

12.5

%

12.5

%

12.4

%

0

%

1

%

Tier 1 risk-based capital ratio

 

11.4

%

11.5

%

11.3

%

-1

%

1

%

Common Equity Tier 1 risk-based capital ratio

 

11.4

%

11.5

%

10.2

%

-1

%

12

%

Leverage ratio

 

8.6

%

8.5

%

8.8

%

1

%

-2

%

 

 

 

 

 

 

 

 

 

 

 

 

Heritage Bank of Commerce:

 

 

 

 

 

 

 

 

 

 

 

Total risk-based capital ratio

 

12.2

%

12.3

%

12.3

%

-1

%

-1

%

Tier 1 risk-based capital ratio

 

11.2

%

11.3

%

11.2

%

-1

%

0

%

Common Equity Tier 1 risk-based capital ratio

 

11.2

%

11.3

%

11.2

%

-1

%

0

%

Leverage ratio

 

8.4

%

8.4

%

8.7

%

0

%

-3

%

 


(1)Represents shareholders’ equity minus goodwill and other intangible assets

 

(2)Represents shareholders’ equity minus preferred stock, minus goodwill and other intangible assets

 

(3)Represents shareholders’ equity minus goodwill and other intangible assets divided by total assets minus goodwill and other intangible assets

 

(4)Represents shareholders’ equity minus preferred stock, minus goodwill and other intangible assets divided by total assets minus goodwill and other intangible assets

 

11



 

 

 

For the Quarter Ended

 

For the Quarter Ended

 

 

 

March 31,2017

 

March 31,2016

 

NET INTEREST INCOME AND NET INTEREST MARGIN

 

Average

 

Interest
Income/

 

Average
Yield/

 

Average

 

Interest
Income/

 

Average
Yield/

 

(in $000’s, unaudited)

 

Balance

 

Expense

 

Rate

 

Balance

 

Expense

 

Rate

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, gross(1)

 

$

1,495,823

 

$

20,398

 

5.53

%

$

1,368,596

 

$

19,188

 

5.64

%

Securities - taxable

 

547,667

 

2,877

 

2.13

%

480,515

 

2,774

 

2.32

%

Securities - exempt from Federal tax(2)

 

90,414

 

871

 

3.91

%

93,121

 

891

 

3.85

%

Other investments and interest-bearing deposits in other financial institutions

 

275,139

 

856

 

1.26

%

215,231

 

521

 

0.97

%

Total interest earning assets(2)

 

2,409,043

 

25,002

 

4.21

%

2,157,463

 

23,374

 

4.36

%

Cash and due from banks

 

32,834

 

 

 

 

 

32,949

 

 

 

 

 

Premises and equipment, net

 

7,527

 

 

 

 

 

7,754

 

 

 

 

 

Goodwill and other intangible assets

 

52,476

 

 

 

 

 

54,043

 

 

 

 

 

Other assets

 

82,869

 

 

 

 

 

97,015

 

 

 

 

 

Total assets

 

$

2,584,749

 

 

 

 

 

$

2,349,224

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand, noninterest-bearing

 

$

887,008

 

 

 

 

 

$

776,999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand, interest-bearing

 

559,245

 

288

 

0.21

%

501,952

 

236

 

0.19

%

Savings and money market

 

592,155

 

294

 

0.20

%

498,622

 

272

 

0.22

%

Time deposits - under $100

 

20,414

 

15

 

0.30

%

23,287

 

17

 

0.29

%

Time deposits - $100 and over

 

201,838

 

273

 

0.55

%

207,113

 

190

 

0.37

%

Time deposits - brokered

 

 

 

0.00

%

14,825

 

30

 

0.81

%

CDARS - money market and time deposits

 

8,894

 

1

 

0.05

%

8,100

 

2

 

0.10

%

Total interest-bearing deposits

 

1,382,546

 

871

 

0.26

%

1,253,899

 

747

 

0.24

%

Total deposits

 

2,269,554

 

871

 

0.16

%

2,030,898

 

747

 

0.15

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

76

 

 

0.00

%

1,748

 

11

 

2.53

%

Total interest-bearing liabilities

 

1,382,622

 

871

 

0.26

%

1,255,647

 

758

 

0.24

%

Total interest-bearing liabilities and demand,

 

 

 

 

 

 

 

 

 

 

 

 

 

noninterest-bearing / cost of funds

 

2,269,630

 

871

 

0.16

%

2,032,646

 

758

 

0.15

%

Other liabilities

 

53,775

 

 

 

 

 

67,878

 

 

 

 

 

Total liabilities

 

2,323,405

 

 

 

 

 

2,100,524

 

 

 

 

 

Shareholders’ equity

 

261,344

 

 

 

 

 

248,700

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

2,584,749

 

 

 

 

 

$

2,349,224

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income(2) / margin

 

 

 

24,131

 

4.06

%

 

 

22,616

 

4.22

%

Less tax equivalent adjustment(2)

 

 

 

(305

)

 

 

 

 

(312

)

 

 

Net interest income

 

 

 

$

23,826

 

 

 

 

 

$

22,304

 

 

 

 


(1)Includes loans held-for-sale.  Yield amounts earned on loans include loan fees and costs.  Nonaccrual loans are included in average balance.

 

(2)Reflects the fully tax equivalent (“FTE”) adjustment for Federal tax exempt income based on a 35% tax rate.

 

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