Exhibit 99.1

 

 

Heritage Commerce Corp Reports Record Earnings of $7.4 Million for the Second Quarter 2017

 

San Jose, CA — July 27, 2017 — Heritage Commerce Corp (Nasdaq: HTBK), the holding company (the “Company”) for Heritage Bank of Commerce (the “Bank”), today reported net income increased 2% to $7.4 million, or $0.19 per average diluted common share for the second quarter of 2017, compared to $7.3 million, or $0.19 per average diluted common share for the second quarter of 2016, and increased 14% from $6.5 million, or $0.17 per average diluted common share for the first quarter of 2017.  For the six months ended June 30, 2017, net income increased 4% to $14.0 million, or $0.36 per average diluted common share, from $13.4 million, or $0.35 per average diluted common share, for the six months ended June 30, 2016.

 

“We again demonstrated the effectiveness of our business strategy as we delivered record profits in the second quarter, up 14% on a linked quarter basis,” said Walter Kaczmarek, President and Chief Executive Officer.  “Steady loan grown, with continued strength in commercial real estate (“CRE”) loans, generated increased net interest income.  Deposit growth was robust increasing 15% with core deposits, excluding all time deposits and CDARS deposits, increasing 19% over the second quarter a year ago.”

“Asset quality continued to be excellent with nonperforming assets (“NPAs”) declining 29% from a year ago, and 40% on a linked quarter basis.  Classified assets declined 67% over the second quarter a year ago, and 28% from the preceding quarter,” said Mr. Kaczmarek. 

“We continue to deliver solid financial results through the dedication of our employees and an unwavering focus  on our customers and shareholders,” added Mr. Kaczmarek. 

Second Quarter 2017 Highlights (as of, or for the periods ended June 30, 2017, compared to March 31, 2017, and June 30, 2016, except as noted):

 

 

 

 

 

 

 

 

 

 

 

 

 

     Loans increased $53.0 million, or 4%, to $1.57 billion at June 30, 2017, compared to $1.51 billion at March 31, 2017.

 

 

     NPAs decreased to $3.3 million, or 0.12% of total assets, at June 30, 2017, compared to $4.7 million, or 0.20% of total assets, at June 30, 2016, and $5.6 million, or 0.21% of total assets, at March 31, 2017.

 

     Classified assets declined to $7.5 million, or 0.27% of total assets, at June 30, 2017, compared to $22.8 million, or 0.96% of total assets, at June 30, 2016, and $10.4 million, or 0.39% of total assets, at March 31, 2017.

 

     Net recoveries totaled $308,000 for the second quarter of 2017, compared to net recoveries of $112,000 for the second quarter of 2016, and net charge-offs of $275,000 for the first quarter of 2017. 

 

     There was a ($46,000) credit to the provision for loan losses for the second quarter of 2017, compared to a $351,000 provision for loan losses for the second quarter of 2016, and $321,000 provision for loan losses for the first quarter of 2017.  There was a $275,000 provision for loan losses for the six months ended June 30, 2017, compared to a $752,000 provision for loan losses for the six months ended June 30, 2016.

 

 

 

 

 

Operating Results

 

Net interest income increased 10% to $24.9 million for the second quarter of 2017, compared to $22.7 million for the second quarter of 2016, and increased 5% from $23.8 million for the first quarter of 2017. Net interest income increased 8% to $48.8 million for the six months ended June 30, 2017, compared to $45.0 million for the six months ended June 30, 2016. Net interest income increased for the second quarter of 2017 and the first six months of 2017, compared to the respective periods in 2016, primarily due to the impact of loan growth, and an increase in the average balance of investment securities.

 

For the second quarter of 2017, the net interest margin (FTE) contracted 20 basis points to 4.07% from 4.27% for the second quarter of 2016.  The contraction was primarily due to a higher average balance of lower yielding excess funds at the Federal Reserve Bank, and the issuance of the Subordinated Debt.  This was partially offset by higher average balances of loans and securities, and the impact of increases in the prime rate on loan yields and overnight funds.  The net interest margin improved one basis point for the second quarter of 2017, from 4.06% for the first quarter of 2017.  The improvement was primarily due to higher average balances and yields on loans and securities, partially offset by the issuance of the Subordinated Debt. 

For the first six months of 2017, the net interest margin contracted 18 basis points to 4.06%, compared to 4.24% for the first six months of 2016.  The contraction was primarily due to a higher average balance of lower yielding excess funds at the Federal Reserve Bank, the issuance of the Subordinated Debt, and a decrease in the accretion of the loan purchase discount into loan interest income from the Focus acquisition.  This was 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.

There was a $46,000 credit to the provision for loan losses for the second quarter of 2017, compared to a provision for loan losses of $351,000 for the second quarter of 2016, and a provision for loan losses of $321,000 for the first quarter of 2017. There was a $275,000 provision for loan losses for the six months ended June 30, 2017, compared to a $752,000 provision for loan losses for the six months ended June 30, 2016.

 

Noninterest income was $2.3 million for the second quarter of 2017, compared to $3.7 million for the second quarter of 2016, and $2.3 million for the first quarter of 2017.  For the six months ended June 30, 2017, noninterest income was $4.6 million, compared to $6.3 million for the six months ended June 30, 2016.  The decrease in noninterest income for the second quarter and first six months of 2017, compared to the same periods in 2016, was primarily due to a $1.0 million gain on proceeds from company-owned life insurance in the second quarter of 2016, and gains on sales of investment securities of $347,000 and $527,000 in the second quarter of 2016 and first six months of 2016, respectively.  The decrease was partially offset by a $200,000 termination fee received from one customer of Bay View Funding, which was included in other noninterest income in the second quarter of 2017.

   

Total noninterest expense for the second quarter of 2017 was $15.3 million, compared to $14.4 million for the second quarter of 2016, and $15.3 million for the first quarter of 2017.  Noninterest expense for the six months ended June 30, 2017 was $30.6 million, compared to $29.1 million for the six months ended June 30, 2016. The increase in noninterest expense in the second quarter of 2017 and the first six months of 2017, compared to the respective periods in 2016, was primarily due to higher salaries and employee benefits as a result of annual salary increases.  Noninterest expense was lower for the second quarter of 2017, compared to the first quarter of 2017, primarily due to lower salary and employee benefits and professional fees consistent with the cylical nature of these expenses.  Full time equivalent employees were 269 at June 30, 2017, 268 at June 30, 2016, and 269 at March 31, 2017. 

 

The efficiency ratio for the second quarter of 2017 was 56.03%, compared to 54.47% for the second quarter of 2016, and 58.68% for the first quarter of 2017. The efficiency ratio for the six months ended June 30, 2017 was 57.33%, compared to 56.63% for the six months ended June 30, 2016.   

 

Income tax expense for the second quarter of 2017 was $4.6 million, compared to $4.4 million for the second quarter of 2016, and $3.9 million for the first quarter of 2017. The effective tax rate for the second quarter of 2017 was 38.0%, compared to 37.5% for the second quarter of 2016, and 37.6% for the first quarter of 2017.  Income tax expense for the six months ended June 30, 2017 was $8.5 million, compared to $8.1 million for the six months ended June 30, 2016. The effective tax rate for the six months ended June 30, 2017 was 37.8%, compared to 37.7% for the six months ended June 30, 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. 

 

Balance Sheet Review, Capital Management and Credit Quality

 

Total assets increased 15% to $2.73 billion at June 30, 2017, compared to $2.38 billion at June 30, 2016, and increased 3% from $2.64 billion at March 31, 2017. 

 

The investment securities available-for-sale portfolio totaled $369.9 million at June 30, 2017, compared to $390.4 million at June 30, 2016, and $341.6 million at March 31, 2017.  At June 30, 2017, the Company’s securities available-for-sale portfolio was comprised of $353.0 million agency mortgage-backed securities (all issued by U.S. Government sponsored entities), and $16.9 million of single entity issue trust preferred securities. The pre-tax unrealized gain on securities available-for-sale at June 30, 2017 was $472,000, compared to a pre-tax unrealized gain on securities available-for-sale of $7.7 million at June 30, 2016, and a pre-tax unrealized loss on securities available-for-sale of ($1.1) million at March 31, 2017.  All other factors remaining the same, when market interest rates are rising, the Company will experience a lower unrealized gain (or a higher unrealized loss) on the securities portfolio. During the second quarter of 2017, the Company purchased $40.3 million of agency mortgage-backed investment securities available-for-sale, with a weighted average book yield of 2.33%, and an average duration of 4.78 years.

 

At June 30, 2017, investment securities held-to-maturity totaled $368.3 million, compared to $210.2 million at June 30, 2016, and $341.4 million at March 31, 2017.  At June 30, 2017, the Company’s securities held-to-maturity portfolio, at amortized cost, was comprised of $278.4 million tax-exempt municipal bonds, and $89.9 million agency mortgage-backed securities.   During the second quarter of 2017, the Company purchased $37.2 million of agency mortgage-backed securities held-to-maturity, with a weighted average book yield of 2.38%, and an average duration of 4.96 years.

 

Loans, excluding loans held-for-sale, increased $102.2 million, or 7%, to $1.57 billion at June 30, 2017, compared to $1.46 billion at June 30, 2016, which included an increase of $57.8 million, or 4% in the Company’s legacy portfolio, $37.9 million of purchased CRE loans, and an increase of $15.9 million of purchased residential mortgage loans, partially offset by a decrease of $9.4 million in the factored receivables portfolio.  Loans increased $53.0 million, or 4%, to $1.57 billion at June 30, 2017, compared to $1.51 billion at March 31, 2017.

 

The loan portfolio remains well-diversified with commercial and industrial (“C&I”) loans accounting for 39% of the loan portfolio at June 30, 2017, which included $42.4 million of factored receivables. CRE loans accounted for 47% of the total loan portfolio, of which 42% were occupied by businesses that own them.  Consumer and home equity loans accounted for 6% of total loans, land and construction loans accounted for 5% of total loans, and residential mortgage loans accounted for the remaining 3% of total loans at June 30, 2017.  

 

The commercial loan portfolio of $610.7 million at June 30, 2017 remained relatively consistent at $610.4 million at June 30, 2016.  The commercial loan portfolio increased $1.3 million from $609.4 million at March 31, 2017.  C&I line usage was 40% at June 30, 2017, compared to 42% at June 30, 2016, and 40% at March 31, 2017.

 

The CRE loan portfolio increased $112.0 million, or 18%, to $731.5 million at June 30, 2017, compared to $619.5 million at June 30, 2016, which included an increase of $74.1 million, or 12%, in the Company’s legacy portfolio, and $37.9 million of purchased CRE loans.  There were no purchased CRE loans at June 30, 2017.  The CRE loan portfolio increased $51.5 million, or 8%, from $680.0 million at March 31, 2017, primarily due to an increase in the Company’s legacy portfolio. 

 

The yield on the loan portfolio increased to 5.64% for the second quarter of 2017, compared to 5.60% for the second quarter of 2016, primarily due to increases in the prime rate, partially offset by the impact of lower yielding purchased residential mortgage loans and purchased CRE loans.  The yield on the loan portfolio also increased from 5.53% for the first quarter of 2017.  The yield on the Company’s legacy 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 33 basis points for the second quarter of 2017, compared to the second quarter of 2016, and increased 10 basis points from the first quarter of 2017.  The yield on the purchased residential loans was 2.82% for the second quarter of 2017, compared to 3.43% for the second quarter of 2016, and 2.52% for the first quarter of

2017.  The yield on the purchased CRE loans was 3.51% for the second quarter of 2017, compared to 3.49% for the first quarter of 2017.

 

The yield on the loan portfolio decreased to 5.59% for the first six months of 2017, compared to 5.60% for the first six months of 2016, primarily due to 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 yield on the Company’s legacy 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 28 basis points for the first six months of 2017, compared to the first six months of 2016.    The yield on the purchased residential loans was 2.66% for the first six months of 2017, compared to 3.43% for the first six months of 2016.  The yield on the purchased CRE loans was 3.50% for the first six months of 2017. 

 

The accretion of the loan purchase discount in loan interest income from the Focus transaction was $257,000 for the second quarter of 2017, compared to $276,000 for the second quarter of 2016, and $213,000 for the first quarter of 2017.  The accretion of the loan purchase discount into loan interest income from the Focus transaction was $470,000 for the first six months of 2017, compared to $794,000 for the first six months 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 $3.4 million has been accreted to loan interest income from the acquisition date through June 30, 2017. 

 

At June 30, 2017, NPAs decreased to $3.3 million, or 0.12% of total assets, compared to $4.7 million, or 0.20% of total assets, at June 30, 2016, and $5.6 million, or 0.21% of total assets, at March 31, 2017.  Foreclosed assets were $183,000 at June 30, 2017, compared to $313,000 at June 30, 2016, and $183,000 at March 31, 2017.  The following is a breakout of NPAs at the periods indicated:

 

 

Classified assets declined to $7.5 million at June 30, 2017, compared to $22.8 million at June 30, 2016, and $10.4 million at March 31, 2017. 

 

The following table summarizes the allowance for loan losses:

 

 

The ALLL at June 30, 2017 was 1.24% of total loans, compared to 1.36% at June 30, 2016, and 1.26% at March 31, 2017.  The ALLL to total nonperforming loans was 614.22% at June 30, 2017, compared to 456.90% at June 30 2016, and 353.89% at March 31, 2017.

 

Total deposits increased $300.9 million, or 15%, to $2.37 billion at June 30, 2017, compared to $2.07 billion at June 30, 2016, and increased $44.6 million, or 2%, from $2.33 billion at March 31, 2017.  Deposits, excluding all time deposits and CDARS deposits,

increased $342.5 million, or 19%, to $2.16 billion at June 30, 2017, from $1.81 billion at June 30, 2016, and increased $58.5 million, or 3%, from $2.10 billion at March 31, 2017. 

 

The total cost of deposits increased one basis point to 0.16% for the second quarter of 2017, compared to 0.15% for the second quarter of 2016, and remained the same as the first quarter of 2017. The total cost of deposits was 0.16% for the six months ended June 30, 2017, and 0.15% for the six months ended June 30, 2016.

 

On May 26, 2017, the Company completed an underwritten public offering of $40.0 million aggregate principal Subordinated Debt due June 1, 2027. The Subordinated Debt initially bears a fixed interest rate of 5.25% per year.  Commencing on June 1, 2022, the interest rate on the Subordinated Debt resets quarterly to the three-month LIBOR rate plus a spread of 336.5 basis points, payable quarterly in arrears.   Interest on the Subordinated Debt is payable semi-annually on June 1 and December 1 of each year through June 1, 2022 and quarterly thereafter on March 1, June 1, September 1 and December 1 of each year through the maturity date or early redemption date. The first interest payment will be made on December 1, 2017.  The Company at its option may redeem the Subordinated Debt, in whole or in part, on any interest payment date on or after June 1, 2022 without a premium.

The Subordinated Debt, net of unamortized issuance costs, totaled $39.1 million at June 30, 2017, and qualifies as Tier 2 capital for the Company under the guidelines established by the Federal Reserve Bank.  The issuance of Subordinated Debt resulted in an increase in the Company’s total risk‑based capital ratio at June 30, 2017, compared to March 31, 2017, and June 30, 2016, but had no effect on the other regulatory capital ratios of the Company.  All of the Bank’s regulatory capital ratios increased at June 30, 2017, compared to March 31, 2017, and June 30, 2016, primarily due to the downstream of $20.0 million of the proceeds of the Subordinated Debt from the Company to the Bank, partially offset by distributed dividends totaling $8.0 million from the Bank to the Company during the first six months of 2017.

The Company’s common equity Tier 1 risk‑based capital ratio increased at June 30, 2017, compared to June 30, 2016, primarily due to the exchange of 21,004 shares of the Company’s Series C convertible perpetual preferred stock, no par value (“Series C Preferred Stock”) for 5,601,000 shares of the Company’s common stock during the third quarter of 2016. The exchange of the Company’s Series C Preferred Stock for common stock had no effect on the Bank’s common equity Tier 1 risk‑based capital ratio.

Tangible equity was $217.4 million at June 30, 2017, compared to $204.1 million at June 30, 2016, and $211.6 million at March 31, 2017.  Tangible book value per common share was $5.70 at June 30, 2017, compared to $5.72 at June 30, 2016, and $5.57 at March 31, 2017.  There was no Series C Preferred Stock outstanding at June 30, 2017, and March 31, 2017, compared to 21,004 shares of Series C Preferred Stock outstanding at June 30, 2016.  The exchange of 21,004 shares of Series C Preferred Stock for 5,601,000 shares of the Company's common stock during the third quarter of 2016, resulted in a lower tangible book value per common share at June 30, 2017 and March 31, 2017, compared to June 30, 2016.    Pro forma tangible book value per common share, assuming the outstanding Series C Preferred Stock was converted into common stock, was $5.39 at June 30, 2016.

 

Accumulated other comprehensive loss was ($6.5) million at June 30, 2017, compared to ($2.1) million at June 30, 2016, and ($7.4) million at March 31, 2017. The unrealized gain (loss) on securities available-for-sale, net of taxes, included in accumulated other comprehensive loss was an unrealized gain of $280,000 at June 30, 2017, compared to an unrealized gain of $4.5 million June 30, 2016, and an unrealized loss of ($653,000) at March 31, 2017.  The components of accumulated other comprehensive loss, net of taxes, at June 30, 2017 include the following: an unrealized gain on available-for-sale securities of $280,000; the remaining unamortized unrealized gain on securities available-for-sale transferred to held-to-maturity of $320,000; 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 $597,000.

 

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, CA 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, CA 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 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