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8-K - 8-K - HERITAGE FINANCIAL CORP /WA/hfwa-8kx12915er.htm






FOR IMMEDIATE RELEASE
DATE: January 29, 2015


HERITAGE FINANCIAL ANNOUNCES FOURTH QUARTER AND ANNUAL RESULTS AND DECLARES REGULAR CASH DIVIDEND

Diluted earnings per common share were $0.24 for the quarter ended December 31, 2014 compared to $0.04 for the prior year quarter ended December 31, 2013 and $0.23 for the linked-quarter ended September 30, 2014.
Heritage declared a cash dividend of $0.10 per common share, an increase of 11.1% from the prior regular cash dividend.
Noncovered loans receivable, net of allowance for loan losses, increased $60.9 million, or 3.0%, to $2.10 billion at December 31, 2014 from $2.04 billion at September 30, 2014.
Non-maturity deposits increased $55.8 million, or 2.4%, to $2.38 billion at December 31, 2014 from $2.33 billion at September 30, 2014.
Nonperforming noncovered assets decreased $6.1 million, or 38.5%, to $9.7 million at December 31, 2014 from $15.8 million at September 30, 2014.

Olympia, WA - HERITAGE FINANCIAL CORPORATION (NASDAQ GS: HFWA) Brian L. Vance, President and CEO of Heritage Financial Corporation (“Company” or “Heritage”), today reported that the Company had net income of $7.3 million for the quarter ended December 31, 2014 compared to net income of $710,000 for the quarter ended December 31, 2013 and $7.1 million for the linked-quarter ended September 30, 2014. Net income for the quarter ended December 31, 2014 was $0.24 per diluted common share compared to $0.04 per diluted common share for the quarter ended December 31, 2013 and $0.23 per diluted common share for the linked-quarter ended September 30, 2014.

Net income for the year ended December 31, 2014 was $21.0 million, or $0.82 per diluted common share, compared to $9.6 million, or $0.61 per diluted common share, for the year ended December 31, 2013.

Mr. Vance commented, “As we have finished our second full quarter following our merger with Washington Banking Company, we are pleased with our overall performance. We completed a successful systems conversion early in the quarter and also posted strong loan and core deposit growth. We believe the fourth quarter loan and core deposit growth, especially still early in the consolidation process, is evidence our merger is progressing nicely."
  
"Although the fourth quarter continued to show merger related expenses, we believe we continue to make significant improvement in cost savings, efficiencies and overall economies of scale. For the quarter ended December 31, 2014, our earnings per share, return on average assets and return on average equity are all improved over the past five quarters. In addition, we continue to see improvement in our overall loan quality as evidenced by the reduction of nonperforming noncovered loans to only 0.29% of total noncovered assets."

"Finally, we are also pleased to announce a regular cash dividend of $0.10, which is an 11% increase from the prior quarter regular dividend and a 25% increase from the regular dividend declared a year ago in January 2014."


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Merger with Washington Banking Company

Effective May 1, 2014, Heritage completed the strategic merger with Washington Banking Company and its wholly owned subsidiary, Whidbey Island Bank (“Washington Banking Merger”). The merger was accounted for using the acquisition method of accounting. Accordingly, Heritage’s cost to acquire Washington Banking was allocated to the assets (including identifiable intangible assets) and the liabilities of Washington Banking at their respective estimated fair values as of the merger date. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. The fair value on the merger date represents management’s best estimates based on available information and facts and circumstances in existence on the merger date. The allocation of the purchase price is subject to adjustment within the one year re-measurement period.

The amount of goodwill recognized from the merger was $90.2 million at December 31, 2014. The following table provides detail of the fair value of the assets acquired and liabilities assumed:
 
 
 
At May 1, 2014
 
 
(in thousands)
Total merger consideration
 
$
270,107

 
 
 
Fair value of assets acquired:
 
 
     Cash and cash equivalents
 
$
74,947

     Investment securities available for sale
 
458,312

     Federal Home Loan Bank stock
 
7,064

     Noncovered loans
 
895,978

     Covered loans
                  
107,050

     Premises and equipment
 
31,776

     Bank owned life insurance
 
32,519

     Federal Deposit Insurance Corporation (“FDIC”) indemnification asset
 
7,174

     Other real estate owned ($5,122 covered by FDIC shared-loss agreements)
 
7,121

     Other intangible assets
 
11,194

     Prepaid expenses and other assets
 
23,718

Total assets and identifiable intangible assets acquired
 
1,656,853

 
 
 
Fair value of liabilities assumed:
 
 
     Deposits
                  
1,433,894

     Junior subordinated debentures
 
18,937

     Accrued expenses and other liabilities
 
24,068

Total liabilities and identifiable liabilities assumed
 
1,476,899

 
 
 
Fair value of net assets and identifiable intangible assets acquired
 
179,954

 
 
 
Excess consideration paid over the fair value of net assets and identifiable intangible assets acquired
 
$
90,153


Impact of 2013 Initiatives

In addition to the merger with Washington Banking, the following other 2013 initiatives had an impact on the Company's 2014 and 2013 operating results:
On January 9, 2013, the Company acquired Northwest Commercial Bank (“NCB”) and merged it into Heritage Bank, the Company's subsidiary bank (the “NCB Acquisition”). NCB was a full service commercial bank with branches in Lakewood and Auburn, Washington. In March 2013, the Company consolidated the operations of the former NCB Lakewood branch with the Lakewood branch of Heritage Bank.
On June 19, 2013, the Company completed the merger of its subsidiary, Central Valley Bank (“CVB”), with and into Heritage Bank (the “CVB Merger”). CVB is now operated as a division of Heritage Bank.

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On July 15, 2013, the Company completed the acquisition of Valley Community Bancshares, Inc. (“Valley”), the holding company for Valley Bank, both of Puyallup, Washington (the “Valley Acquisition”). As of the acquisition date, Valley merged into Heritage and Valley Bank merged into Heritage Bank. During the quarter ended December 31, 2013, four former Valley Bank branches were consolidated into existing Heritage Bank branches.
During the quarter ended December 31, 2013, the Company completed a core system conversion of Heritage Bank.
Also during the quarter ended December 31, 2013, the Company consolidated three Heritage Bank branches into existing Heritage Bank branches.

Balance Sheet

The Company’s total assets increased $8.6 million to $3.46 billion at December 31, 2014 from $3.45 billion at September 30, 2014. Although total assets increased only modestly, there was a change in the mix of assets during the quarter ended December 31, 2014. As a percentage of total assets, total loans receivable, net of allowance for loan losses, and investment securities increased to 64.3% and 22.5%, respectively at December 31, 2014 from 63.0% and 20.9%, respectively, at September 30, 2014 while interest earning deposits decreased to 1.4% of total assets at December 31, 2014 from 4.2% at September 30, 2014.

Total loans receivable, net of allowance for loan losses, increased $48.8 million to $2.22 billion at December 31, 2014 from $2.17 billion at September 30, 2014. The increase was due to an increase of $60.9 million in noncovered loans receivable, net of allowance for loan losses, to $2.10 billion at December 31, 2014 from $2.04 billion at September 30, 2014. Noncovered loans include loans originated by Heritage Bank as well as other noncovered loans obtained in mergers and acquisitions. This increase was partially offset by a decrease of $12.1 million in covered loans receivable, net of allowance for loan losses, to $120.6 million at December 31, 2014 from $132.7 million at September 30, 2014. Covered loans are loans acquired through FDIC-assisted transactions which are covered by FDIC shared-loss agreements. These balances are expected to continue to decline substantially over the next few quarters.

Jeffrey J. Deuel, President & Chief Operating Officer of Heritage Bank, commented, “As anticipated we saw much stronger loan production in the fourth quarter with a large portion of new loans closing in December. New loan production occurred across a broad cross section of loan classes and also included some larger transactions. We are also seeing a continuing positive trend in noninterest bearing demand deposits which offsets the decline in certificates of deposit.  Now that the most difficult aspects of the October 2014 system conversion are behind us we are now focused on refining processes and finding ways to leverage our footprint and the combined product lines."

Total deposits increased $3.3 million to $2.91 billion at December 31, 2014 from $2.90 billion at September 30, 2014. Non-maturity deposits as a percentage of total deposits increased to 81.9% at December 31, 2014 from 80.1% at September 30, 2014, which included noninterest bearing demand deposits that increased to 24.4% of total deposits at December 31, 2014 from 23.9% of total deposits at September 30, 2014. The increases in these ratios were primarily due to a $52.5 million decrease in certificates of deposits to $525.4 million as of December 31, 2014 from $577.9 million as of September 30, 2014.

Total stockholders’ equity increased $3.3 million to $455.0 million at December 31, 2014 from $451.7 million at September 30, 2014. This increase was due to net income of $7.3 million and an increase of $3.4 million in accumulated other comprehensive income, net for the quarter ended December 31, 2014, partially offset by cash dividends of $7.5 million. The Company and Heritage Bank continue to maintain capital levels significantly in excess of the applicable regulatory requirements for them to be categorized as “well-capitalized”. The Company had Tier 1 leverage, Tier 1 risk-based and total risk-based capital ratios at December 31, 2014 of 10.3%, 13.9% and 15.1%, respectively, as compared to 10.3%, 14.7%, and 15.9%, respectively, at September 30, 2014.

Credit Quality

The allowance for loan losses on noncovered loans decreased $67,000 to $22.15 million at December 31, 2014 from $22.22 million at September 30, 2014 as a result of $1.4 million in net charge-offs recognized during the quarter ended December 31, 2014 partially offset by $1.3 million in provision for loan losses. Nonperforming noncovered loans to total noncovered loans decreased to 0.35% at December 31, 2014 from 0.57% at September 30, 2014. Nonaccrual noncovered loans decreased $4.2 million to $7.5 million ($1.6 million guaranteed by government agencies) at December 31, 2014 from $11.7 million ($1.8 million guaranteed by government agencies) at September 30, 2014. The

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decrease was due to $5.6 million of net principal reductions, $640,000 of charge-offs and $322,000 of transfers to accrual status, offset partially by $2.4 million of additions to nonaccrual noncovered loans.

The allowance for loan losses to nonperforming noncovered loans was 294.98% at December 31, 2014 compared to 190.35% at September 30, 2014. Potential problem noncovered loans were $117.3 million at December 31, 2014 compared to $125.4 million at September 30, 2014. The $8.2 million decrease was primarily due to net loan payments of $23.7 million and net transfers of $690,000 to nonaccrual status, offset partially by the addition of $16.2 million of loans graded as potential problem loans during the period.

The allowance for loan losses on noncovered loans to total noncovered loans, net was 1.04% at December 31, 2014 and 1.08% at September 30, 2014. The Company believes that its allowance for loan losses is appropriate to provide for probable incurred credit losses based on an evaluation of known and inherent risks in the loan portfolio at December 31, 2014. Included in the carrying value of noncovered loans are net discounts remaining from mergers and acquisitions which would be utilized if there were principal losses on related loans. The remaining net discounts on noncovered loans at December 31, 2014 were $24.0 million.

Nonperforming noncovered assets were $9.7 million ($1.6 million guaranteed by government agencies), or 0.29% of total noncovered assets, at December 31, 2014, compared to $15.8 million ($1.8 million guaranteed by government agencies), or 0.48% of total noncovered assets, at September 30, 2014. Other real estate owned decreased $3.5 to $3.4 million at December 31, 2014 (of which $1.2 million was covered by FDIC shared-loss agreements) from $6.9 million at September 30, 2014 (of which $2.8 million was covered by FDIC shared-loss agreements). During the quarter ended December 31, 2014, the Company sold 10 properties resulting in proceeds of $4.7 million and a net gain of $335,000.

Operating Results
Net interest income increased $19.1 million to $36.8 million for the quarter ended December 31, 2014 compared to $17.6 million for the same period in 2013. Net interest income increased $47.7 million to $115.4 million for the year ended December 31, 2014 compared to $67.7 million for the prior year. The increases in net interest income are primarily due to the Washington Banking Merger.
Heritage’s net interest margin for the quarter ended December 31, 2014 increased 16 basis points to 4.74% from 4.58% for the same period in 2013 and increased 42 basis points from 4.32% in the linked-quarter ended September 30, 2014. The increase in net interest margin from prior periods is primarily due to the increase in incremental interest income as a result of the Washington Banking loans during the quarter ended December 31, 2014. Heritage’s net interest margin for the year ended December 31, 2014 decreased 27 basis points to 4.53% from 4.80% for the prior year due primarily to lower contractual interest rates on loans and a change in the mix of interest earning assets.
The following table presents the net interest margin and effect of the incremental accretion on purchased loans for the periods presented below:
 
Three Months Ended
 
Year Ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Net interest margin, excluding incremental accretion on purchased loans (1)
3.86
%
 
3.83
%
 
4.20
%
 
3.97
%
 
4.32
%
Impact on net interest margin from incremental accretion on purchased loans (1)
0.88
%
 
0.49
%
 
0.38
%
 
0.56
%
 
0.48
%
Net interest margin
4.74
%
 
4.32
%
 
4.58
%
 
4.53
%
 
4.80
%
(1) The incremental accretion income represents the amount of income recorded on the purchased loans in excess of the contractual stated interest rate in the individual loan notes. This income results from the discount established at the time these loan portfolios were acquired and modified quarterly as a result of cash flow re-estimation.
The net interest margin, excluding incremental accretion on purchased loans, decreased to 3.86% for the quarter ended December 31, 2014 from 4.20% for the same period in 2013 and increased slightly from 3.83% from the linked-quarter ended September 30, 2014. For the year ended December 31, 2014, the net interest margin, excluding incremental accretion on purchased loans, decreased to 3.97% from 4.32% for the prior year. The increase from the linked-quarter is due to the change in the earnings asset mix (higher ratio of loans and investments to earning assets and a lower ratio of interest earning deposits to earning assets) partially offset by lower contractual loan note rates. Yields on loans, excluding incremental accretion on purchased loans, decreased to 5.03% for the quarter ended December 31, 2014 from 5.07% for the linked-quarter ended September 30, 2014.

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The provision for loan losses for noncovered loans was $1.3 million for the quarter ended December 31, 2014 compared to $200,000 for the quarter ended December 31, 2013 and $567,000 for the linked-quarter ended September 30, 2014. For the year ended December 31, 2014, the provision for loan losses for noncovered loans was $2.2 million compared to $1.8 million for the prior year.

The provision for loan losses for covered loans totaled $1.5 million for the quarter ended December 31, 2014 compared to $228,000 for the same period in the prior year and $27,000 for the linked-quarter ended September 30, 2014. For the year ended December 31, 2014, the provision for loan losses for covered loans was $2.4 million compared to $1.9 million for the prior year.

As of the dates of the completion of each of the mergers and acquisitions, acquired loans were recorded at their estimated fair value, including our estimate of future expected cash flows until the ultimate resolution of these credits. As reflected in the table below, incremental accretion income from acquired loans was $6.8 million for the quarter ended December 31, 2014 compared to $1.5 million for the quarter ended December 31, 2013 and $3.8 million for the linked-quarter ended September 30, 2014. The increase for the quarter ended December 31, 2014 was due to the increase in incremental accretion income from the Washington Banking Merger. For the year ended December 31, 2014, incremental accretion income was $14.3 million compared to $6.7 million for the prior year.

For the quarter ended December 31, 2014, the Company recognized $(2.0) million of change in the FDIC indemnification asset compared to $(647,000) and $155,000 for the quarters ended September 30, 2014 and December 31, 2013, respectively.

The following table illustrates the earnings impact associated with the Company’s acquired loan portfolios:
 
Three Months Ended
 
Year Ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
 
(in thousands)
Incremental accretion income over stated note rate(1)
$
6,839

 
$
3,800

 
$
1,464

 
14,308

 
$
6,706

Change in FDIC indemnification asset
(1,968
)
 
(647
)
 
155

 
(2,543
)
 
(181
)
Provision for loan losses
(1,951
)
 
(194
)
 
(528
)
 
(2,794
)
 
(2,782
)
Pre-tax earnings impact
$
2,920

 
$
2,959

 
$
1,091

 
$
8,971

 
$
3,743


(1)
The incremental accretion income represents the amount of income recorded on the purchased loans in excess of the contractual stated interest rate in the individual loan notes. This income is a result of the discount established at the time these loan portfolios were acquired and modified quarterly as a result of cash flow re-estimation.
Donald J. Hinson, Executive Vice President and Chief Financial Officer, commented, “The incremental accretion income increased from the prior quarter due to a significant amount of payoffs and workouts, as well as some quarter-end adjustments to prior accretion estimates, relating to loans obtained in the Washington Banking Merger. Many of these loans had discounts that were fully recognized at the time of the payoff or workout. We are estimating that discount accretion over the next couple of quarters will be in the range of $2 million to $3 million depending on loan prepayments. The net interest margin before incremental accretion income continues to experience downward pressure due to the low rate environment. The Company will continue to focus on balance sheet growth and leverage in order to mitigate the effects of the current rate environment.”

Noninterest income was $3.9 million for the quarter ended December 31, 2014 compared to $2.4 million for the same period in 2013 and $5.5 million for the linked-quarter ended September 30, 2014. For the year ended December 31, 2014, noninterest income was $16.5 million compared to $9.7 million for the year ended December 31, 2013. The increase compared to the same periods in the prior year was primarily due to the Washington Banking Merger. The decrease from the linked-quarter was primarily the result of the negative impact from the change in the indemnification asset. The FDIC indemnification asset decreased $4.0 million to $1.1 million at December 31, 2014 from $5.1 million at September 30, 2014. Of this decrease, $2.1 million was related to claims made for losses under the shared-loss agreements and $1.6 million was related to valuation adjustments made to the asset. The shared-loss agreements on non-single family loans covering $107.4 million of covered loans at December 31, 2014 will expire in 2015. Therefore,

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a valuation adjustment was recognized for previously estimated losses for which claims are not expected to be made prior to the expiration of the shared-loss agreements.

Mr. Hinson added, "Subsequent to year-end, the Company sold the legacy Heritage Bank merchant card portfolio which will impact future non-interest income. The total consideration of the sale was $2.2 million. Of this amount, $1.65 million was received by the Company at time of sale and $550,000 is held in escrow and is contingent on the performance of the portfolio in 2015. If certain performance thresholds are met, the payment will range between $440,000 and $550,000. If the thresholds are not met, no contingent payment will be made. The contingent payment is to be paid on or before December 31, 2015. With the exception of recognizing the gain on sale of the portfolio, the effects of this sale will lower future merchant visa income to approximately half of the income prior to the sale."

In addition to the Washington Banking Merger, prior year initiatives had a significant impact on noninterest expense during 2013, and increased 2014 expense levels. The following tables illustrate the expenses related to implementing these initiatives. The amounts reported represent identifiable costs paid to third-party providers as well as any retention bonuses or severance payments made in conjunction with these initiatives. The amounts do not include costs of additional staffing levels required to complete the initiatives nor do they include future expected cost savings from the Washington Banking Merger. The first table reports these expenses by initiative and the second table reports these expenses by expense category.
 
Three Months Ended
 
Year Ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Initiative
(in thousands)
NCB Acquisition
$

 
$

 
$
8

 
$

 
$
794

CVB Merger

 

 
89

 

 
220

Valley Acquisition

 

 
1,532

 
443

 
2,118

Core system conversion

 

 
703

 
40

 
842

Consolidation of existing branches

 

 
215

 
11

 
238

Washington Banking Merger
1,743

 
1,334

 
657

 
9,094

 
890

Total expense
$
1,743

 
$
1,334

 
$
3,204

 
$
9,588

 
$
5,102


 
Three Months Ended
 
Year Ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Expense Category
(in thousands)
Compensation and employee benefits
$
1,125

 
$
299

 
$
310

 
$
1,522

 
$
475

Occupancy and equipment
62

 
111

 
1,173

 
602

 
1,328

Data processing
212

 
241

 
771

 
3,038

 
1,291

Marketing
3

 
137

 
1

 
140

 
34

Professional services


 
430

 
921

 
3,751

 
1,876

Other expense
341

 
116

 
28

 
535

 
98

Total expense
$
1,743

 
$
1,334

 
$
3,204

 
$
9,588

 
$
5,102


The types of expenses associated with the significant expense categories in the table above are summarized as follows:
Compensation and employee benefits expense consisted substantially of retention bonus and severance packages paid to transitional employees.
Occupancy and equipment expense consisted primarily of lease termination costs.
Data processing expense consisted of costs relating to the Company’s core system conversion as well as data conversions of NCB, Valley Bank and Whidbey Island Bank to the Company's core system.
Professional services expense includes fees paid to financial advisors, attorneys, and accountants, and consultant fees related to mergers and acquisitions and to the core system conversion.

Noninterest expense was $29.2 million for the quarter ended December 31, 2014 compared to $18.5 million for the quarter ended December 31, 2013 and $28.4 million for the linked-quarter ended September 30, 2014. Noninterest expense was $99.4 million for the year ended December 31, 2014 compared to $59.5 million for the year ended

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December 31, 2013. The increases are primarily due to the Washington Banking Merger and additional ongoing operating costs from mergers and acquisitions as well as specific costs identified in the table above.

Income tax expense was $1.3 million for the quarter ended December 31, 2014 compared to $432,000 for the comparable quarter in 2013 and $2.8 million for the linked-quarter ended September 30, 2014. The increase in income tax expense for the quarter ended December 31, 2014 from the prior year end was due to the increase in pre-tax income and was partially offset by tax credits and a $728,000 income tax benefit related to the resolution of a tax position previously taken by Washington Banking Company. The decrease in income tax expense from the linked-quarter was due to additional tax credits recognized during the quarter and the $728,000 income tax benefit previously mentioned.

Dividend

On January 28, 2015, the Company’s Board of Directors declared a quarterly cash dividend of $0.10 per common share payable on February 24, 2015 to shareholders of record on February 10, 2015.


Earnings Conference Call

The Company will hold a telephone conference call to discuss this earnings release on January 29, 2015 at 11:00 a.m. Pacific time. To access the call, please dial (800) 230-1059 a few minutes prior to 11:00 a.m. Pacific time. The call will be available for replay through February 12, 2015, by dialing (800) 475-6701 -- access code 349969.

About Heritage Financial
Heritage Financial Corporation is an Olympia-based bank holding company with Heritage Bank, a full-service commercial bank, as its sole wholly-owned banking subsidiary. Heritage Bank has a branching network of 66 banking offices in Washington and Oregon. Heritage Bank also does business under the Central Valley Bank name in the Yakima and Kittitas counties of Washington and under the Whidbey Island Bank name on Whidbey Island. Heritage’s stock is traded on the NASDAQ Global Select Market under the symbol “HFWA”. More information about Heritage Financial Corporation can be found on its website at www.hf-wa.com and more information about Heritage Bank can be found on its website at www.heritagebanknw.com.

Contact:
Brian L. Vance, President & Chief Executive Officer, (360) 943-1500
Donald J. Hinson, Executive Vice President & Chief Financial Officer, (360) 943-1500


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Non-GAAP Financial Measures

This news release contains certain non-GAAP (Generally Accepted Accounting Principles) financial measures in addition to results presented in accordance with GAAP. These measures include tangible common stockholders' equity, tangible book value per share and tangible common stockholders' equity to tangible assets. Tangible common stockholders' equity (tangible book value) excludes goodwill and other intangible assets. Tangible assets exclude goodwill and other intangible assets. Management has presented these non-GAAP financial measures in this earnings release because it believes that they provide useful and comparative information to assess trends in the Company’s capital reflected in the current quarter and year-to-date results and facilitate our performance with the performance of our peers. Where applicable, the Company has also presented comparable earnings information using GAAP financial measures. Reconciliations of the GAAP and non-GAAP financial measures are presented below.

 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
(in thousands)
Stockholders' equity
$
454,995

 
$
451,651

 
$
215,762

Less: goodwill and other intangible assets
130,407

 
130,472

 
30,980

Tangible common stockholders' equity
$
324,588

 
$
321,179

 
$
184,782

 
 
 
 
 
 
Total assets
$
3,459,916

 
$
3,451,320

 
$
1,659,038

Less: goodwill and other intangible assets
130,407

 
130,472

 
30,980

Tangible assets
$
3,329,509

 
$
3,320,848

 
$
1,628,058

 
 
 
 
 
 

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated, including: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets, which may lead to increased losses and non-performing assets in our loan portfolio, and may result in our allowance for loan losses not being adequate to cover actual losses, and require us to increase our allowance for loan losses; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; risks related to acquiring assets in or entering markets in which we have not previously operated and may not be familiar; fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas; results of examinations of us by the Board of Governors of the Federal Reserve System and of our bank subsidiary by the Federal Deposit Insurance Corporation, the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; legislative or regulatory changes that adversely affect our business including changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules as a result of Basel III; the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the implementing regulations; further increases in premiums for deposit insurance; our ability to control operating costs and expenses; the use of estimates in determining the fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risk associated with the loans on our consolidated statements of financial condition; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges; failure or security breach of computer systems on which we depend; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to implement our expansion strategy of pursuing acquisitions and denovo branching; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we have

8



acquired including those from the Cowlitz Bank, Pierce Commercial Bank, Northwest Commercial Bank. Valley Community Bancshares and Washington Banking Company transactions, or may in the future acquire into our operations, and our ability to realize related revenue synergies and cost savings within expected time frames, or at all, and any goodwill charges related thereto and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, which might be greater than expected; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services; and other risks detailed from time to time in our filings with the Securities and Exchange Commission including our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K.
The Company cautions readers not to place undue reliance on any forward-looking statements. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for future periods to differ materially from those expressed in any forward-looking statements by, or on behalf of, us, and could negatively affect the Company’s operating and stock price performance.


9



HERITAGE FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollar amounts in thousands; unaudited)
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
Assets
 
 
 
 
 
Cash on hand and in banks
$
74,028

 
$
64,609

 
$
40,162

Interest earning deposits
47,608

 
145,541

 
90,238

Cash and cash equivalents
121,636

 
210,150

 
130,400

Other interest earning deposits
10,126

 
13,129

 
15,662

Investment securities available for sale
742,846

 
682,651

 
163,134

Investment securities held to maturity
35,814

 
38,213

 
36,154

Loans held for sale
5,582

 
4,641

 

Noncovered loans receivable, net
2,124,877

 
2,064,050

 
1,168,166

Allowance for loan losses for noncovered loans
(22,153
)
 
(22,220
)
 
(22,657
)
Noncovered loans receivable, net of allowance for loan losses
2,102,724

 
2,041,830

 
1,145,509

Covered loans receivable, net
126,200

 
138,833

 
63,754

Allowance for loan losses for covered loans
(5,576
)
 
(6,122
)
 
(6,167
)
Covered loans receivable, net of allowance for loan losses
120,624

 
132,711

 
57,587

Total loans receivable, net
2,223,348

 
2,174,541

 
1,203,096

FDIC indemnification asset
1,116

 
5,138

 
4,382

Other real estate owned ($1,177, $2,784 and $182 covered by FDIC shared-loss agreements, respectively)
3,355

 
6,872

 
4,559

Premises and equipment, net
64,938

 
65,787

 
34,348

Federal Home Loan Bank stock, at cost
12,188

 
12,363

 
5,741

Bank owned life insurance
32,909

 
32,760

 

Accrued interest receivable
9,836

 
9,987

 
5,462

Prepaid expenses and other assets
65,815

 
64,616

 
25,120

Other intangible assets, net
10,889

 
11,561

 
1,615

Goodwill
119,518

 
118,911

 
29,365

Total assets
$
3,459,916

 
$
3,451,320

 
$
1,659,038

 
 
 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
 
 
Deposits
$
2,906,331

 
$
2,903,069

 
$
1,399,189

Junior subordinated debentures
19,082

 
19,027

 

Securities sold under agreement to repurchase
32,181

 
35,390

 
29,420

Accrued expenses and other liabilities
47,327

 
42,183

 
14,667

Total liabilities
3,004,921

 
2,999,669

 
1,443,276

 
 
 
 
 
 
Common stock
365,230

 
365,006

 
138,659

Retained earnings
86,387

 
86,699

 
78,265

Accumulated other comprehensive income (loss), net
3,378

 
(54
)
 
(1,162
)
Total stockholders' equity
454,995

 
451,651

 
215,762

Total liabilities and stockholders' equity
$
3,459,916

 
$
3,451,320

 
$
1,659,038

 
 
 
 
 
 
Common stock, shares outstanding
30,259,838

 
30,252,114

 
16,210,747



10



HERITAGE FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in thousands, except per share amounts; unaudited)

 
Three Months Ended
 
Year Ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Interest income:
 
 
 
 
 
 
 
 
 
Interest and fees on loans
$
34,698

 
$
31,841

 
$
17,378

 
$
110,437

 
$
67,630

Taxable interest on investment securities
2,665

 
2,212

 
618

 
7,328

 
1,918

Nontaxable interest on investment securities
958

 
855

 
436

 
2,886

 
1,539

Interest and dividends on other interest earning assets
118

 
123

 
120

 
455

 
341

Total interest income
38,439

 
35,031

 
18,552

 
121,106

 
71,428

Interest expense:
 
 
 
 
 
 
 
 
 
Deposits
1,465

 
1,534

 
888

 
5,150

 
3,673

Junior subordinated debentures
173

 
171

 

 
458

 

Other borrowings
21

 
19

 
18

 
73

 
51

Total interest expense
1,659

 
1,724

 
906

 
5,681

 
3,724

Net interest income
36,780

 
33,307

 
17,646

 
115,425

 
67,704

Provision for loan losses for noncovered loans
1,316

 
567

 
200

 
2,232

 
1,784

Provision for loan losses for covered loans
1,535

 
27

 
228

 
2,362

 
1,888

Total provision for loan losses
2,851

 
594

 
428

 
4,594

 
3,672

Net interest income after provision for loan losses
33,929

 
32,713

 
17,218

 
110,831

 
64,032

Noninterest income:
 
 
 
 
 
 
 
 
 
Bargain purchase gain on bank acquisition

 

 

 

 
399

Service charges and other fees
3,443

 
3,524

 
1,542

 
11,143

 
5,936

Merchant Visa income, net
237

 
278

 
219

 
1,076

 
862

Change in FDIC indemnification asset
(1,968
)
 
(647
)
 
155

 
(2,543
)
 
(181
)
Gain (loss) on sale of investment securities, net
33

 
(13
)
 

 
287

 

Gain on sale of loans, net
543

 
742

 

 
1,518

 
142

Other income
1,609

 
1,599

 
513

 
4,986

 
2,493

Total noninterest income
3,897

 
5,483

 
2,429

 
16,467

 
9,651

Noninterest expense:
 
 
 
 
 
 
 
 
 
Compensation and employee benefits
16,265

 
15,579

 
8,392

 
52,634

 
31,612

Occupancy and equipment
3,994

 
3,978

 
3,619

 
13,406

 
9,724

Data processing
2,266

 
1,978

 
1,997

 
9,243

 
4,806

Marketing
659

 
841

 
410

 
2,502

 
1,598

Professional services
1,013

 
1,113

 
1,404

 
6,185

 
3,936

State and local taxes
597

 
576

 
274

 
1,976

 
1,150

Impairment loss on investment securities, net

 

 
11

 
45

 
38

Federal deposit insurance premium
603

 
403

 
257

 
1,718

 
1,001

Other real estate owned, net
(277
)
 
650

 
570

 
638

 
309

Amortization of intangible assets
672

 
603

 
157

 
1,920

 
542

Other expense
3,451

 
2,642

 
1,414

 
9,112

 
4,799

Total noninterest expense
29,243

 
28,363

 
18,505

 
99,379

 
59,515

Income before income taxes
8,583

 
9,833

 
1,142

 
27,919

 
14,168

Income tax expense
1,328

 
2,765

 
432

 
6,905

 
4,593


11



 
Three Months Ended
 
Year Ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Net income
$
7,255

 
$
7,068

 
$
710

 
$
21,014

 
$
9,575

 
 
 
 
 
 
 
 
 
 
Basic earnings per common share
$
0.24

 
$
0.23

 
$
0.04

 
$
0.82

 
$
0.61

Diluted earnings per common share
$
0.24

 
$
0.23

 
$
0.04

 
$
0.82

 
$
0.61

Dividends declared per common share
$
0.25

 
$
0.09

 
$
0.08

 
$
0.50

 
0.42

 
 
 
 
 
 
 
 
 
 
Average number of common shares outstanding
30,021,298

 
30,063,425

 
16,007,330

 
25,430,539

 
15,476,235

Average number of diluted common shares outstanding
30,056,311

 
30,100,096

 
16,017,109

 
25,477,289

 
15,487,715



12



HERITAGE FINANCIAL CORPORATION
FINANCIAL STATISTICS
(Dollar amounts in thousands; unaudited)
 
Three Months Ended
 
Year Ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Performance Ratios:
 
 
 
 
 
 
 
 
 
Efficiency ratio
71.89
%
 
73.12
%
 
92.18
%
 
75.35
%
 
76.94
%
Noninterest expense to average assets, annualized
3.36
%
 
3.27
%
 
4.38
%
 
3.49
%
 
3.86
%
Return on average assets, annualized
0.83
%
 
0.82
%
 
0.17
%
 
0.74
%
 
0.62
%
Return on average equity, annualized
6.32
%
 
6.20
%
 
1.30
%
 
5.61
%
 
4.58
%
Return on average tangible common equity, annualized
8.85
%
 
8.70
%
 
1.51
%
 
7.58
%
 
5.12
%
Net charge-offs on noncovered loans to average noncovered loans, annualized
0.27
%
 
0.13
%
 
0.11
%
 
0.15
%
 
0.32
%

 
As of Period End
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
Financial Measures:
 
 
 
 
 
Book value per common share
$
15.04

 
$
14.93

 
$
13.31

Tangible book value per common share
10.73

 
10.62

 
11.40

Stockholders' equity to total assets
13.2
%
 
13.1
%
 
13.0
%
Tangible common equity to tangible assets
9.7
%
 
9.7
%
 
11.3
%
Tier 1 leverage capital to average assets
10.3
%
 
10.3
%
 
11.3
%
Tier 1 capital to risk-weighted assets
13.9
%
 
14.7
%
 
15.5
%
Total capital to risk-weighted assets
15.1
%
 
15.9
%
 
16.8
%
Net loans to deposits ratio
76.7
%
 
75.1
%
 
86.0
%
Deposits per branch
$
44,035

 
$
43,329

 
$
39,977

Assets per full-time equivalent employees
$
4,626

 
$
4,352

 
$
4,448


 
Three Months Ended
 
Year Ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Allowance for Noncovered Loan Losses:
 
 
 
 
 
 
 
 
 
Allowance balance, beginning of period
$
22,220

 
$
22,369

 
$
22,783

 
$
22,657

 
$
24,242

Provision for loan losses
1,316

 
567

 
200

 
2,232

 
1,784

Net (charge-offs) recoveries:
 
 
 
 
 
 
 
 
 
Commercial business
(1,009
)
 
(453
)
 
(300
)
 
(1,589
)
 
(2,488
)
One-to-four family residential

 

 

 

 
(52
)
Real estate construction
(24
)
 

 

 
(326
)
 
(533
)
Consumer
(350
)
 
(263
)
 
(26
)
 
(821
)
 
(296
)
Total net charge-offs
(1,383
)
 
(716
)
 
(326
)
 
(2,736
)
 
(3,369
)
Allowance balance, end of period
$
22,153

 
$
22,220

 
$
22,657

 
$
22,153

 
$
22,657



13



 
Three Months Ended
 
Year Ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Allowance for Covered Loan Losses:
 
 
 
 
 
 
 
 
 
Allowance balance, beginning of period
$
6,122

 
$
6,114

 
$
5,972

 
$
6,167

 
$
4,352

Provision for loan losses
1,535

 
27

 
228

 
2,362

 
1,888

Net charge-offs
(2,081
)
 
(19
)
 
(33
)
 
(2,953
)
 
(73
)
Allowance balance, end of period
$
5,576

 
$
6,122

 
$
6,167

 
$
5,576

 
$
6,167


 
Three Months Ended
 
Year Ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Other Real Estate Owned:
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
6,872

 
$
8,106

 
$
4,129

 
$
4,559

 
$
5,666

Additions
889

 
459

 
1,234

 
1,566

 
2,974

Additions from acquisitions

 

 

 
7,121

 
2,279

Proceeds from dispositions
(4,741
)
 
(1,315
)
 
(413
)
 
(9,914
)
 
(6,253
)
Gain (loss) on sales, net
335

 
(378
)
 
(43
)
 
23

 
264

Valuation adjustments

 

 
(348
)
 

 
(371
)
Balance, end of period
$
3,355

 
$
6,872

 
$
4,559

 
$
3,355

 
$
4,559


 
As of Period End
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
Nonperforming Noncovered Assets:
 
 
 
 
 
Nonaccrual noncovered loans by type:
 
 
 
 
 
Commercial business
$
4,719

 
$
7,263

 
$
5,675

One-to-four family residential

 
322

 
340

Real estate construction and land development
2,652

 
3,359

 
1,045

Consumer
139

 
729

 
678

Total nonaccrual noncovered loans(1)(2)
7,510

 
11,673

 
7,738

Other real estate owned, noncovered
2,178

 
4,088

 
4,377

Nonperforming noncovered assets
$
9,688

 
$
15,761

 
$
12,115

 
 
 
 
 
 
Restructured noncovered performing loans(3)
$
18,646

 
$
20,276

 
$
22,131

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

 
104

 
6

Potential problem noncovered loans(5)
117,250

 
125,437

 
52,814

Allowance for loan losses on noncovered loans to:
 
 
 
 
 
Total noncovered loans, net
1.04
%
 
1.08
%
 
1.94
%
Nonperforming noncovered loans
294.98
%
 
190.35
%
 
292.80
%
Nonperforming noncovered loans to total noncovered loans
0.35
%
 
0.57
%
 
0.66
%
Nonperforming noncovered assets to total noncovered assets
0.29
%
 
0.48
%
 
0.76
%

(1)
At December 31, 2014, September 30, 2014 and December 31, 2013, $4.1 million, $3.7 million and $2.6 million of noncovered nonaccrual loans were considered troubled debt restructured loans, respectively.
(2)
At December 31, 2014, September 30, 2014 and December 31, 2013, $1.6 million, $1.8 million and $1.7 million of noncovered nonaccrual loans were guaranteed by government agencies, respectively.
(3)
At December 31, 2014, September 30, 2014 and December 31, 2013, $751,000, $682,000 and $1.2 million of noncovered performing restructured loans were guaranteed by government agencies, respectively.
(4)
There were no accruing noncovered loans past due 90 days or more that were guaranteed by government agencies at December 31, 2014, September 30, 2014 or December 31, 2013.

14



(5)
Potential problem noncovered loans are those loans that are currently accruing interest and are not considered impaired, but which are being monitored because the financial information of the borrower causes the Company concern as to their ability to comply with their loan repayment terms. At December 31, 2014, September 30, 2014 and December 31, 2013, $2.0 million, $2.0 million and $1.8 million of noncovered potential problem loans were guaranteed by government agencies, respectively. The amount of noncovered potential problem loans related to the Washington Banking Merger was $77.7 million and $82.3 million at December 31, 2014 and September 30, 2014, respectively. There were no Washington Banking loans at December 31, 2013 as the merger occurred on May 1, 2014.


December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
Balance
 
% of Total
 
Balance
 
% of Total
 
Balance
 
% of Total
Loan Composition
 
 
 
 
 
 
 
 
 
 
 
Noncovered loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial business:
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
534,163

 
25.2
 %
 
$
533,752

 
25.9
 %
 
$
336,540

 
28.8
 %
Owner-occupied commercial real estate
535,742

 
25.2

 
537,968

 
26.0

 
281,309

 
24.1

Non-owner occupied commercial real estate
563,693

 
26.5

 
552,336

 
26.8

 
399,979

 
34.2

Total commercial business
1,633,598

 
76.9

 
1,624,056

 
78.7

 
1,017,828

 
87.1

One-to-four family residential
63,540

 
3.0

 
63,890

 
3.1

 
43,082

 
3.7

Real estate construction and land development:
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
46,749

 
2.2

 
44,681

 
2.2

 
19,724

 
1.7

Five or more family residential and commercial properties
61,360

 
2.9

 
44,404

 
2.1

 
48,655

 
4.2

Total real estate construction and land development
108,109

 
5.1

 
89,085

 
4.3

 
68,379

 
5.9

Consumer
320,567

 
15.1

 
288,489

 
14.0

 
41,547

 
3.5

Gross noncovered loans
2,125,814

 
100.1

 
2,065,520

 
100.1

 
1,170,836

 
100.2

Deferred loan fees, net
(937
)
 
(0.1
)
 
(1,470
)
 
(0.1
)
 
(2,670
)
 
(0.2
)
Noncovered loans, net of deferred fees
2,124,877

 
100.0
 %
 
2,064,050

 
100.0
 %
 
1,168,166

 
100.0
 %
Covered loans
126,200

 
 
 
138,833

 
 
 
63,754

 
 
Total loans, net of deferred fees
$
2,251,077

 
 
 
$
2,202,883

 
 
 
$
1,231,920

 
 

 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
Balance
 
% of Total
 
Balance
 
% of Total
 
Balance
 
% of Total
Deposit Composition
 
 
 
 
 
 
 
 
 
 
 
Noninterest bearing demand deposits
$
709,673

 
24.4
%
 
$
694,370

 
23.9
%
 
$
349,902

 
25.0
%
NOW accounts
793,362

 
27.3

 
745,832

 
25.7

 
352,051

 
25.2

Money market accounts
520,065

 
17.9

 
527,276

 
18.2

 
232,016

 
16.6

Savings accounts
357,834

 
12.3

 
357,674

 
12.3

 
155,790

 
11.1

Total non-maturity deposits
2,380,934

 
81.9

 
2,325,152

 
80.1

 
1,089,759

 
77.9

Certificates of deposit
525,397

 
18.1

 
577,917

 
19.9

 
309,430

 
22.1

Total deposits
$
2,906,331

 
100.0
%
 
$
2,903,069

 
100.0
%
 
$
1,399,189

 
100.0
%



15



 
Three Months Ended
 
December 31, 2014
 
December 31, 2013
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
(Dollars in thousands; yields annualized)
Interest Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
Loans, net
$
2,194,003

 
$
34,698

 
6.27
%
 
$
1,198,464

 
$
17,378

 
5.75
%
Taxable securities
545,180

 
2,665

 
1.94

 
127,941

 
618

 
1.92

Nontaxable securities
191,673

 
958

 
1.98

 
74,074

 
436

 
2.33

Other interest earning assets
149,474

 
118

 
0.31

 
128,101

 
120

 
0.37

Total interest earning assets
3,080,330

 
$
38,439

 
4.95
%
 
1,528,580

 
$
18,552

 
4.82
%
Noninterest earning assets
375,405

 
 
 
 
 
148,221

 
 
 
 
Total assets
$
3,455,735

 
 
 
 
 
$
1,676,801

 
 
 
 
Interest Bearing Liabilities:


 
 
 
 
 


 
 
 
 
Certificates of deposit
$
549,857

 
$
765

 
0.55
%
 
$
313,385

 
$
593

 
0.75
%
Savings accounts
357,971

 
101

 
0.11

 
157,590

 
40

 
0.10

Interest bearing demand and money market accounts
1,294,924

 
599

 
0.18

 
584,581

 
255

 
0.17

Total interest bearing deposits
2,202,752

 
1,465

 
0.26

 
1,055,556

 
888

 
0.33

Junior subordinated debentures
19,047

 
173

 
3.60

 

 

 

Securities sold under agreement to repurchase
31,268

 
21

 
0.27

 
28,090

 
18

 
0.26

FHLB advances and other borrowings
3

 

 

 

 

 

Total interest bearing liabilities
2,253,070

 
1,659

 
0.29
%
 
1,083,646

 
906

 
0.33
%
Demand and other noninterest bearing deposits
708,268

 
 
 
 
 
363,031

 
 
 
 
Other noninterest bearing liabilities
39,055

 
 
 
 
 
12,518

 
 
 
 
Stockholders’ equity
455,342

 
 
 
 
 
217,606

 
 
 
 
Total liabilities and stockholders’ equity
$
3,455,735

 
 
 
 
 
$
1,676,801

 
 
 
 
Net interest income
 
 
$
36,780

 
 
 
 
 
$
17,646

 
 
Net interest spread
 
 
 
 
4.66
%
 
 
 
 
 
4.49
%
Net interest margin
 
 
 
 
4.74
%
 
 
 
 
 
4.58
%


16



 
Years Ended December 31,
 
2014
 
2013
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
(Dollars in thousands)
Interest Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
Loans, net
$
1,871,696

 
$
110,437

 
5.90
%
 
$
1,124,828

 
$
67,630

 
6.01
%
Taxable securities
383,626

 
7,328

 
1.91

 
117,132

 
1,918

 
1.64

Nontaxable securities
145,113

 
2,886

 
1.99

 
64,018

 
1,539

 
2.40

Other interest earning assets
150,189

 
455

 
0.30

 
104,770

 
341

 
0.33

Total interest earning assets
$
2,550,624

 
$
121,106

 
4.75
%
 
$
1,410,748

 
$
71,428

 
5.06
%
Noninterest earning assets
295,666

 
 
 
 
 
129,324

 
 
 
 
Total assets
$
2,846,290

 
 
 
 
 
$
1,540,072

 
 
 
 
Interest Bearing Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Certificates of deposit
$
494,948

 
$
2,991

 
0.60
%
 
$
307,464

 
$
2,478

 
0.81
%
Savings accounts
282,150

 
252

 
0.09

 
143,412

 
164

 
0.11

Interest bearing demand and money market accounts
1,049,078

 
1,907

 
0.18

 
541,793

 
1,031

 
0.19

Total interest bearing deposits
1,826,176

 
5,150

 
0.28

 
992,669

 
3,673

 
0.37

Junior subordinated debentures
12,751

 
458

 
3.59
%
 

 

 

Securities sold under agreement to repurchase
27,984

 
73

 
0.26

 
19,102

 
51

 
0.27

FHLB advances and other borrowings
111

 

 
%
 

 

 
%
Total interest bearing liabilities
$
1,867,022

 
$
5,681

 
0.30
%
 
$
1,011,771

 
$
3,724

 
0.37
%
Demand and other noninterest bearing deposits
574,692

 
 
 
 
 
308,582

 
 
 
 
Other noninterest bearing liabilities
29,669

 
 
 
 
 
10,543

 
 
 
 
Stockholders’ equity
374,907

 
 
 
 
 
209,176

 
 
 
 
Total liabilities and stockholders’ equity
$
2,846,290

 
 
 
 
 
$
1,540,072

 
 
 
 
Net interest income
 
 
$
115,425

 
 
 
 
 
$
67,704

 
 
Net interest spread
 
 
 
 
4.45
%
 
 
 
 
 
4.69
%
Net interest margin
 
 
 
 
4.53
%
 
 
 
 
 
4.80
%



17



HERITAGE FINANCIAL CORPORATION
QUARTERLY FINANCIAL STATISTICS
(Dollar amounts in thousands, except per share amounts; unaudited)
 
Three Months Ended
 
December 31, 2014
 
September 30, 2014
 
June 30, 2014
 
March 31, 2014
 
December 31, 2013
Earnings:
 
 
 
 
 
 
 
 
 
Net interest income
$
36,780

 
$
33,307

 
$
28,596

 
$
16,741

 
$
17,646

Provision for (recapture of) loan losses for noncovered loans
1,316

 
567

 
370

 
(21
)
 
200

Provision for loan losses for covered loans
1,535

 
27

 
321

 
479

 
228

Noninterest income
3,897

 
5,483

 
4,780

 
2,307

 
2,429

Noninterest expense
29,243

 
28,363

 
26,993

 
14,779

 
18,505

Net income
7,255

 
7,068

 
4,148

 
2,543

 
710

Basic earnings per common share
$
0.24

 
$
0.23

 
$
0.16

 
$
0.16

 
$
0.04

Diluted earnings per common share
$
0.24

 
$
0.23

 
$
0.16

 
$
0.16

 
$
0.04

Average Balances:
 

 
 

 
 

 
 

 
 

Total loans receivable
$
2,194,003

 
$
2,194,460

 
$
1,878,496

 
$
1,205,416

 
$
1,198,464

Investment securities
736,853

 
694,629

 
474,801

 
200,959

 
202,015

Total interest earning assets
3,080,330

 
3,059,796

 
2,523,384

 
1,516,201

 
1,528,580

Total assets
3,455,735

 
3,436,797

 
2,813,432

 
1,652,894

 
1,676,801

Interest bearing deposits
2,202,752

 
2,214,097

 
1,821,683

 
1,049,228

 
1,055,556

Noninterest bearing demand deposits
708,268

 
688,140

 
553,284

 
343,826

 
363,031

Total equity
455,342

 
452,439

 
370,664

 
217,721

 
217,606

Financial Ratios:
 

 
 

 
 

 
 

 
 

Return on average assets, annualized
0.83
%
 
0.82
%
 
0.59
%
 
0.62
%
 
0.17
%
Return on average equity, annualized
6.32
%
 
6.20
%
 
4.49
%
 
4.74
%
 
1.30
%
Efficiency ratio
71.89
%
 
73.12
%
 
80.88
%
 
77.59
%
 
92.18
%
Noninterest expense to average total assets, annualized
3.36
%
 
3.27
%
 
3.85
%
 
3.63
%
 
4.38
%
Net interest margin
4.74
%
 
4.32
%
 
4.55
%
 
4.48
%
 
4.58
%



18



HERITAGE FINANCIAL CORPORATION
QUARTERLY FINANCIAL STATISTICS
(Dollar amounts in thousands, except per share amounts; unaudited)

 
As of Period End
 
December 31, 2014
 
September 30, 2014
 
June 30,
2014
 
March 31, 2014
 
December 31, 2013
Balance Sheet:
 

 
 
 
 
 
 
 
 
Total assets
$
3,459,916

 
$
3,451,320

 
$
3,391,579

 
$
1,662,473

 
$
1,659,038

Total loans receivable, net
2,223,348

 
2,174,541

 
2,200,711

 
1,207,650

 
1,203,096

Investment securities
778,660

 
720,864

 
691,245

 
178,002

 
199,288

Deposits
2,906,331

 
2,903,069

 
2,866,542

 
1,404,214

 
1,399,189

Noninterest bearing demand deposits
709,673

 
694,370

 
669,017

 
353,043

 
349,902

Total equity
454,995

 
451,651

 
449,829

 
216,417

 
215,762

Financial Measures:
 

 
 

 
 

 
 

 
 

Book value per common share
$
15.04

 
$
14.93

 
$
14.89

 
$
13.35

 
$
13.31

Tangible book value per common share
$
10.73

 
$
10.62

 
$
10.57

 
$
11.45

 
$
11.40

Tangible common equity to tangible assets
9.7
%
 
9.7
%
 
9.8
%
 
11.5
%
 
11.3
%
Net loans to deposits
76.7
%
 
75.1
%
 
77.0
%
 
86.0
%
 
86.0
%
Deposits per branch
$
44,035

 
$
43,329

 
$
42,784

 
$
39,006

 
$
39,977

Assets per full-time equivalent employees
$
4,626

 
$
4,352

 
$
4,192

 
$
4,644

 
$
4,448

Credit Quality Metrics:
 

 
 

 
 

 
 

 
 

Allowance for loan losses on noncovered loans to:
 
 
 
 
 
 
 
 
 
Total noncovered loans, net
1.04
%
 
1.08
%
 
1.08
%
 
1.94
%
 
1.94
%
Nonperforming noncovered loans
294.98
%
 
190.35
%
 
164.62
%
 
197.75
%
 
292.80
%
Nonperforming noncovered loans to total noncovered loans
0.35
%
 
0.57
%
 
0.66
%
 
0.98
%
 
0.66
%
Nonperforming noncovered assets to total noncovered assets
0.29
%
 
0.48
%
 
0.58
%
 
0.97
%
 
0.76
%
Other Metrics:
 
 
 
 
 
 
 
 
 
Branches
66

 
67

 
67

 
36

 
35

Full-time equivalent employees
748

 
793

 
809

 
358

 
373



19