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8-K - 8-K - HERITAGE FINANCIAL CORP /WA/hfwa-8kx93015.htm





FOR IMMEDIATE RELEASE
DATE: October 22, 2015


HERITAGE FINANCIAL ANNOUNCES THIRD QUARTER RESULTS
AND DECLARES REGULAR AND SPECIAL CASH DIVIDEND

Diluted earnings per common share were $0.32 for the quarter ended September 30, 2015 compared to $0.23 for the prior year quarter ended September 30, 2014 and $0.29 for the linked-quarter ended June 30, 2015.
Heritage declared a regular cash dividend of $0.11 per common share and a special cash dividend of $0.10 per common share.
Return on average assets was 1.06% and return on average tangible common equity was 11.23% for the quarter ended September 30, 2015.
Loans receivable, net of allowance for loan losses, increased $56.0 million, or 2.4% (9.7% on an annualized basis), to $2.38 billion at September 30, 2015 from $2.32 billion at June 30, 2015.
Total deposits increased $107.7 million, or 3.7% (14.6% annualized), to $3.05 billion at September 30, 2015 from $2.95 billion at June 30, 2015.
Shared-loss agreements with the FDIC were terminated during the quarter ended September 30, 2015 resulting in a pre-tax gain of $1.7 million.

Olympia, WA - Heritage Financial Corporation (NASDAQ GS: HFWA) (“Company” or “Heritage”) today reported that the Company had net income of $9.5 million for the quarter ended September 30, 2015 compared to net income of $7.1 million for the quarter ended September 30, 2014 and $8.7 million for the linked-quarter ended June 30, 2015. Net income for the quarter ended September 30, 2015 was $0.32 per diluted common share compared to $0.23 per diluted common share for the quarter ended September 30, 2014 and $0.29 per diluted common share for the linked-quarter ended June 30, 2015.

Net income for the nine months ended September 30, 2015 was $28.0 million, or $0.93 per diluted common share, compared to $13.8 million, or $0.57 per diluted common share, for the nine months ended September 30, 2014.

Brian L. Vance, President and CEO, commented, "We continue to be encouraged by the growth that is occurring as a result of our strategies and initiatives.  Our third quarter annualized loan growth was 9.7% and year-to-date our annualized loan growth was 9.1%.  In addition, in the third quarter total deposits grew 14.6% on an annualized basis and year-to-date annualized deposit growth was 6.8%.  We are achieving overall good balance sheet growth while increasing our loan to deposit ratio to 78.0% at September 30, 2015 from 76.7% at December 31, 2014."

"This growth is key to our solid profitability metrics. We have maintained a return on average assets in excess of 1% this year.  During the third quarter of 2015, our annualized return on average assets was 1.06% and was 1.07% year-to-date for 2015.  With the prospects of a continuing strong Puget Sound market, we are optimistic that we will be able to maintain our strong growth performance."

"In addition to growth, maintaining a strong credit culture continues to be a focus of the Company. This is illustrated by improving credit metrics such as nonperforming assets and net charge-offs. We also are continuing to adequately

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provide for our allowance for loan losses as evidenced by the increase from the prior quarter-end in the percentage of allowance for loan losses to total loans."

Balance Sheet

The Company’s total assets increased $115.1 million, or 3.3%, to $3.60 billion at September 30, 2015 from $3.48 billion at June 30, 2015.

During the quarter ended September 30, 2015, Heritage Bank ("Bank"), the wholly-owned bank subsidiary of the Company and the Federal Deposit Insurance Corporation ("FDIC") entered into an agreement terminating the shared-loss agreements for all three of the FDIC-assisted acquisitions (Cowlitz Bank, City Bank and North County Bank). The Bank paid consideration of $7.1 million to the FDIC for the termination of the agreements. The termination resulted in a pre-tax gain of $1.7 million (included in "other income" in the Condensed Consolidated Statements of Income) and the elimination of the FDIC indemnification asset and the FDIC clawback liability (included in “accrued expenses and other liabilities” in the Condensed Consolidated Statements of Financial Condition) which was recorded as of the termination date. The FDIC indemnification asset and FDIC clawback liability amounts were $388,000 and $9.3 million, respectively, as of June 30, 2015. The termination agreement also effectively eliminated the designation of "covered" assets, including covered loans and covered other real estate owned, on the Company's financial statements. All comparative periods have been reclassified to eliminate the "covered" designation, as applicable.

Loans receivable, net of allowance for loan losses, increased $56.0 million, or 2.4%, to $2.38 billion at September 30, 2015 from $2.32 billion at June 30, 2015 and increased $151.7 million, or 6.8%, from $2.22 billion at December 31, 2014. Loans receivable includes loans originated by Heritage Bank as well as other loans obtained in mergers and acquisitions.

Total deposits increased $107.7 million, or 3.7%, to $3.05 billion at September 30, 2015 from $2.95 billion at June 30, 2015. Non-maturity deposits as a percentage of total deposits increased to 85.7% at September 30, 2015 from 84.3% at June 30, 2015. The increase in this ratio was primarily due to a $52.8 million, or 6.3%, increase in NOW accounts to $893.0 million at September 30, 2015 from $840.3 million at June 30, 2015 and a $43.9 million, or 10.9%, increase in savings accounts to $447.5 million as of September 30, 2015 from $403.6 million as of June 30, 2015, offset partially by a $23.7 million, or 5.1%, decrease in certificates of deposit to $437.5 million as of September 30, 2015 from $461.2 million as of June 30, 2015.

Total stockholders’ equity increased $9.6 million, or 2.1%, to $468.7 million at September 30, 2015 from $459.1 million at June 30, 2015. This increase was primarily due to net income of $9.5 million and an increase in accumulated other comprehensive income of $2.8 million, partially offset by cash dividends in the amount of $3.3 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 common equity Tier 1 risk-based, Tier 1 leverage, Tier 1 risk-based and total risk-based capital ratios at September 30, 2015 of 12.6%, 10.5%, 13.3% and 14.3%, respectively, compared to 12.4%, 10.6%, 13.1% and 14.1%, respectively, at June 30, 2015.

Credit Quality

The allowance for loan losses increased $726,000 to $29.0 million at September 30, 2015 from $28.3 million at June 30, 2015 reflecting a provision for loan losses of $851,000 partially offset by $125,000 in net charge-offs recognized during the quarter ended September 30, 2015. Nonperforming loans to loans receivable, net decreased to 0.41% at September 30, 2015 from 0.45% at June 30, 2015. Nonaccrual loans decreased $603,000 to $9.9 million ($1.4 million guaranteed by government agencies) at September 30, 2015 from $10.5 million ($1.7 million guaranteed by government agencies) at June 30, 2015. The decrease was due primarily to $1.1 million of net principal reductions and $53,000 of charge-offs, offset partially by $658,000 of additions to nonaccrual loans.

The allowance for loan losses to nonperforming loans was 292.76% at September 30, 2015 compared to 269.06% at June 30, 2015. Potential problem loans were $113.3 million at September 30, 2015 compared to $120.9 million at June 30, 2015. The $7.6 million decrease was primarily due to net loan payments of $8.1 million, loans transferred to impaired status of $2.6 million, loan grade improvements of $1.5 million, offset partially by the addition of $5.1 million of loans graded as potential problem loans during the period.

The allowance for loan losses to loans receivable, net was 1.21% at September 30, 2015 compared to 1.20% at June 30, 2015. The Company believes that its allowance for loan losses is appropriate to provide for probable incurred

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credit losses based on an evaluation of known and inherent risks in the loan portfolio at September 30, 2015. Included in the carrying value of loans are net discounts on loans purchased in mergers and acquisitions which may reduce the need for an allowance for loan losses on these loans because they are carried at an amount below the unpaid principal balance. The remaining unaccreted net discounts on these purchased loans at September 30, 2015 were $21.6 million.

Nonperforming assets decreased $1.5 million to $12.0 million ($1.4 million guaranteed by government agencies), or 0.33% of total assets, at September 30, 2015, compared to $13.5 million ($1.7 million guaranteed by government agencies), or 0.39% of total assets, at June 30, 2015. Other real estate owned decreased $946,000 to $2.1 million at September 30, 2015 from $3.0 million at June 30, 2015. The decrease in other real estate owned was primarily due to the disposition of properties totaling $1.6 million during the quarter ended September 30, 2015, offset by additions of properties totaling $611,000.

Operating Results
Net interest income decreased $1.4 million, or 4.1%, to $31.9 million for the quarter ended September 30, 2015 compared to $33.3 million for the same period in 2014 and decreased $530,000, or 1.6%, from $32.5 million for the linked-quarter ended June 30, 2015. Net interest income increased $18.4 million, or 23.4%, to $97.1 million for the nine months ended September 30, 2015 from $78.6 million for the same period in the prior year. The decrease in net interest income for the current quarter compared to same period in 2014 and the linked-quarter was primarily due to a decrease in interest income on loans as a result of a decrease in incremental accretion income. The increase in net interest income for the nine months ended September 30, 2015 compared to the same period in 2014 was primarily due to Heritage's merger with Washington Banking Company ("Washington Banking Merger") which was completed on May 1, 2014.
Heritage’s net interest margin for the quarter ended September 30, 2015 decreased 32 basis points to 4.00% from 4.32% for the same period in 2014 and decreased 19 basis points from 4.19% in the linked-quarter ended June 30, 2015. The decrease in net interest margin from the prior periods is due to a combination of lower contractual loan note rates and lower incremental accretion income. The net interest margin for the nine months ended September 30, 2015 decreased 26 basis points to 4.17% from 4.43% for the same period in 2014 due to lower contractual loan note rates.
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
 
Nine Months Ended
 
September 30, 2015
 
June 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
Net interest margin, excluding incremental accretion on purchased loans (1)
3.76
%
 
3.84
%
 
3.83
%
 
3.83
%
 
4.01
%
Impact on net interest margin from incremental accretion on purchased loans (1)
0.24
%
 
0.35
%
 
0.49
%
 
0.34
%
 
0.42
%
Net interest margin
4.00
%
 
4.19
%
 
4.32
%
 
4.17
%
 
4.43
%
(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 3.76% for the quarter ended September 30, 2015 from 3.83% for the same period in 2014 and from 3.84% for the linked-quarter ended June 30, 2015. For the nine months ended September 30, 2015, the net interest margin, excluding incremental accretion on purchased loans, decreased to 3.83% from 4.01% for the same period in the prior year.
Yields on loans, excluding incremental accretion on purchased loans, decreased to 4.75% for the quarter ended September 30, 2015 from 5.07% for the same period in 2014 and from 4.88% for the linked-quarter ended June 30, 2015. For the nine months ended September 30, 2015, the yields on loans, excluding incremental accretion on purchased loans, decreased to 4.85% from 5.17% for the same period in the prior year.
The provision for loan losses was $851,000 for the quarter ended September 30, 2015 compared to $594,000 for the quarter ended September 30, 2014 and $1.2 million for the linked-quarter ended June 30, 2015.

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As of the dates of the completion of each of the mergers and acquisitions, purchased 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 purchased loans was $1.9 million for the quarter ended September 30, 2015 compared to $3.8 million for the quarter ended September 30, 2014 and $2.7 million for the linked-quarter ended June 30, 2015.
For the quarter ended September 30, 2015, the Company recognized no change in the FDIC indemnification asset based on the termination of FDIC shared-loss agreements which occurred during the quarter and management's estimate that the change in the FDIC indemnification asset between July 1, 2015 and the termination date was not significant. The change in FDIC indemnification asset during prior periods was $(647,000) and $(304,000) for the quarters ended September 30, 2014 and June 30, 2015, respectively.

The following table illustrates the earnings impact associated with the Company’s acquired loan portfolios:
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2015
 
June 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
 
(in thousands)
Incremental accretion income over stated note rate (1)
$
1,937

 
$
2,710

 
$
3,800

 
7,972

 
$
7,470

Change in FDIC indemnification asset

 
(304
)
 
(647
)
 
(497
)
 
(575
)
Other income (2)
1,747

 

 

 
1,747

 

Provision for loan losses
(151
)
 
(389
)
 
(194
)
 
(972
)
 
(843
)
Pre-tax earnings impact
$
3,533

 
$
2,017

 
$
2,959

 
$
8,250

 
$
6,052

(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.
(2)
Includes the gain on the FDIC shared-loss termination agreement.
Donald J. Hinson, Executive Vice President and Chief Financial Officer, commented, “We are very pleased to have reached agreement with the FDIC to terminate the shared-loss agreements during the third quarter. In addition to the gain recognized during the third quarter, we will no longer need to recognize the amortization of the FDIC indemnification asset or the expense associated with the FDIC clawback liability. Furthermore, efficiencies related to the management of the previously covered loans will be improved."

Noninterest income increased $4.1 million, or 74.1%, to $9.5 million for the quarter ended September 30, 2015 compared to $5.5 million for the same period in 2014 and increased $2.7 million, or 38.7%, from $6.9 million for the linked-quarter ended June 30, 2015. The increases were due primarily from the $1.7 million gain as a result of the termination of the FDIC shared-loss agreements and increases in the gain on sale of loans. For the nine months ended September 30, 2015, noninterest income increased $12.2 million, or 97.0%, to $24.8 million compared to $12.6 million for the nine months ended September 30, 2014 primarily due to the Washington Banking Merger, the gain from the termination of the FDIC shared-loss agreements and the gain on the sale of the merchant Visa portfolio which occurred in January 2015.

Noninterest expense was $27.3 million for the quarter ended September 30, 2015 compared to $28.4 million for the quarter ended September 30, 2014 and $26.1 million for the linked-quarter ended June 30, 2015. Noninterest expense increased $9.3 million to $79.4 million for the nine months ended September 30, 2015 compared to $70.1 million for the same period in the prior year. The increases from the prior year periods are primarily due to the Washington Banking Merger.

Income tax expense was $3.8 million for the quarter ended September 30, 2015 compared to $2.8 million for the comparable quarter in 2014 and $3.4 million for the linked-quarter ended June 30, 2015. Income tax expense was $11.2 million for the nine months ended September 30, 2015 compared to $5.6 million for the same period in the prior year. The increases in income tax expense from the prior year periods were primarily due to the increase in pre-tax income. The effective tax rate was 28.7% for the quarter ended September 30, 2015 compared to 27.8% for the linked-quarter ended June 30, 2015 and 28.1% for the comparable quarter in 2014.


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Jeffrey J. Deuel, President & Chief Operating Officer of Heritage Bank, commented, “We began the year with specific strategic initiatives including the continuing integration of the Heritage Bank and Whidbey Island Bank and reducing noninterest expense, expanding our position in Seattle, and identifying opportunities to accelerate noninterest income. We remained focused on these initiatives throughout the year and it is gratifying to see the positive results from all three initiatives."


Dividend

On October 21, 2015, the Company’s Board of Directors declared a quarterly cash dividend of $0.11 per common share and a special cash dividend of $0.10 per common share. The dividends are payable on November 18, 2015 to shareholders of record on November 4, 2015.

Earnings Conference Call

The Company will hold a telephone conference call to discuss this earnings release on October 22, 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 November 5, 2015, by dialing (800) 475-6701 -- access code 370446.

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 67 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 comparison of 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.

 
September 30, 2015
 
June 30,
2015
 
December 31, 2014
 
(in thousands)
Stockholders' equity
$
468,696

 
$
459,128

 
$
454,506

Less: goodwill and other intangible assets
128,341

 
128,864

 
129,918

Tangible common stockholders' equity
$
340,355

 
$
330,264

 
$
324,588

 
 
 
 
 
 
Total assets
$
3,595,378

 
$
3,480,324

 
$
3,457,750

Less: goodwill and other intangible assets
128,341

 
128,864

 
129,918

Tangible assets
$
3,467,037

 
$
3,351,460

 
$
3,327,832


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 acquired including those from the Cowlitz Bank, Pierce Commercial Bank, Northwest Commercial Bank, Valley

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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.


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HERITAGE FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollar amounts in thousands; unaudited)
 
September 30,
2015
 
June 30,
2015
 
December 31,
2014
Assets
 
 
 
 
 
Cash on hand and in banks
$
58,930

 
$
62,540

 
$
74,028

Interest earning deposits
83,547

 
22,772

 
47,608

Cash and cash equivalents
142,477

 
85,312

 
121,636

Other interest earning deposits
5,244

 
5,110

 
10,126

Investment securities available for sale
703,093

 
699,122

 
742,846

Investment securities held to maturity
32,832

 
33,587

 
35,814

Loans held for sale
7,981

 
6,939

 
5,582

Loans receivable, net
2,404,044

 
2,347,302

 
2,251,077

Allowance for loan losses
(29,004
)
 
(28,278
)
 
(27,729
)
Total loans receivable, net
2,375,040

 
2,319,024

 
2,223,348

FDIC indemnification asset

 
388

 
1,116

Other real estate owned
2,071

 
3,017

 
3,355

Premises and equipment, net
63,356

 
63,968

 
64,938

Federal Home Loan Bank stock, at cost
4,148

 
4,148

 
12,188

Bank owned life insurance
60,945

 
60,579

 
35,176

Accrued interest receivable
10,831

 
9,883

 
9,836

Prepaid expenses and other assets
59,019

 
60,383

 
61,871

Other intangible assets, net
9,312

 
9,835

 
10,889

Goodwill
119,029

 
119,029

 
119,029

Total assets
$
3,595,378

 
$
3,480,324

 
$
3,457,750

 
 
 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
 
 
Deposits
$
3,054,198

 
$
2,946,487

 
$
2,906,331

Junior subordinated debentures
19,351

 
19,278

 
19,082

Securities sold under agreement to repurchase
22,829

 
20,589

 
32,181

Accrued expenses and other liabilities
30,304

 
34,842

 
45,650

Total liabilities
3,126,682

 
3,021,196

 
3,003,244

 
 
 
 
 
 
Common stock
358,927

 
358,365

 
364,741

Retained earnings
104,762

 
98,565

 
86,387

Accumulated other comprehensive income, net
5,007

 
2,198

 
3,378

Total stockholders' equity
468,696

 
459,128

 
454,506

Total liabilities and stockholders' equity
$
3,595,378

 
$
3,480,324

 
$
3,457,750

 
 
 
 
 
 
Common stock, shares outstanding
29,967,555

 
29,954,936

 
30,259,838


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HERITAGE FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in thousands, except per share amounts; unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2015
 
June 30,
2015
 
September 30,
2014
 
September 30,
2015
 
September 30,
2014
Interest income:
 
 
 
 
 
 
 
 
 
Interest and fees on loans
$
30,179

 
$
30,554

 
$
31,841

 
$
91,213

 
$
75,738

Taxable interest on investment securities
2,187

 
2,328

 
2,212

 
7,199

 
4,663

Nontaxable interest on investment securities
1,056

 
1,048

 
855

 
3,137

 
1,928

Interest and dividends on other interest earning assets
62

 
60

 
123

 
173

 
338

Total interest income
33,484

 
33,990

 
35,031

 
101,722

 
82,667

Interest expense:
 
 
 
 
 
 
 
 
 
Deposits
1,335

 
1,309

 
1,534

 
3,961

 
3,685

Junior subordinated debentures
195

 
193

 
171

 
627

 
285

Other borrowings
14

 
18

 
19

 
50

 
52

Total interest expense
1,544

 
1,520

 
1,724

 
4,638

 
4,022

Net interest income
31,940

 
32,470

 
33,307

 
97,084

 
78,645

Provision for loan losses
851

 
1,189

 
594

 
3,247

 
1,743

Net interest income after provision for loan losses
31,089

 
31,281

 
32,713

 
93,837

 
76,902

Noninterest income:
 
 
 
 
 
 
 
 
 
Bargain purchase gain on bank acquisition

 

 

 

 
399

Service charges and other fees
3,593

 
3,687

 
3,524

 
10,575

 
7,700

Merchant Visa income, net
66

 
194

 
278

 
458

 
839

Change in FDIC indemnification asset

 
(304
)
 
(647
)
 
(497
)
 
(575
)
Gain on sale of investment securities, net
393

 
425

 
(13
)
 
1,362

 
254

Gain on sale of loans, net
1,411

 
1,282

 
742

 
3,828

 
975

Other income
4,081

 
1,597

 
1,599

 
9,043

 
3,377

Total noninterest income
9,544

 
6,881

 
5,483

 
24,769

 
12,570

Noninterest expense:
 
 
 
 
 
 
 
 
 
Compensation and employee benefits
14,918

 
13,842

 
15,579

 
42,984

 
36,369

Occupancy and equipment
3,970

 
3,850

 
3,978

 
11,511

 
9,412

Data processing
2,398

 
1,925

 
1,978

 
5,950

 
6,977

Marketing
899

 
1,063

 
841

 
2,595

 
1,843

Professional services
894

 
904

 
1,113

 
2,602

 
5,173

State and local taxes
619

 
569

 
576

 
1,808

 
1,378

Impairment loss on investment securities, net

 

 

 

 
45

Federal deposit insurance premium
499

 
523

 
403

 
1,537

 
1,115

Other real estate owned, net
(5
)
 
200

 
650

 
854

 
915

Amortization of intangible assets
523

 
527

 
603

 
1,577

 
1,248

Other expense
2,607

 
2,676

 
2,642

 
8,021

 
5,661

Total noninterest expense
27,322

 
26,079

 
28,363

 
79,439

 
70,136

Income before income taxes
13,311

 
12,083

 
9,833

 
39,167

 
19,336

Income tax expense
3,819

 
3,358

 
2,765

 
11,171

 
5,577

Net income
$
9,492

 
$
8,725

 
$
7,068

 
$
27,996

 
$
13,759

 
 
 
 
 
 
 
 
 
 
Basic earnings per common share
$
0.32

 
$
0.29

 
$
0.23

 
$
0.93

 
$
0.57

Diluted earnings per common share
$
0.32

 
$
0.29

 
$
0.23

 
$
0.93

 
$
0.57


9



 
Three Months Ended
 
Nine Months Ended
 
September 30,
2015
 
June 30,
2015
 
September 30,
2014
 
September 30,
2015
 
September 30,
2014
Dividends declared per common share
$
0.11

 
$
0.11

 
$
0.09

 
$
0.32

 
$
0.25

 
 
 
 
 
 
 
 
 
 
Average number of basic common shares outstanding
29,696,729

 
29,764,437

 
30,063,425

 
29,817,058

 
23,886,877

Average number of diluted common shares outstanding
29,719,124

 
29,785,444

 
30,100,096

 
29,839,776

 
23,937,416


10



HERITAGE FINANCIAL CORPORATION
FINANCIAL STATISTICS
(Dollar amounts in thousands, except per share amounts; unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2015
 
June 30,
2015
 
September 30,
2014
 
September 30,
2015
 
September 30,
2014
Performance Ratios:
 
 
 
 
 
 
 
 
 
Efficiency ratio
65.86
%
 
66.27
%
 
73.12
%
 
65.19
%
 
76.89
%
Noninterest expense to average assets, annualized
3.09
%
 
3.01
%
 
3.27
%
 
3.04
%
 
3.55
%
Return on average assets, annualized
1.06
%
 
1.01
%
 
0.82
%
 
1.07
%
 
0.70
%
Return on average equity, annualized
8.12
%
 
7.57
%
 
6.20
%
 
8.10
%
 
5.29
%
Return on average tangible common equity, annualized
11.23
%
 
10.50
%
 
8.70
%
 
11.23
%
 
7.04
%
Net charge-offs on loans to average loans, annualized
0.02
%
 
0.13
%
 
0.13
%
 
0.11
%
 
0.17
%

 
As of Period End
 
September 30,
2015
 
June 30,
2015
 
December 31,
2014
Financial Measures:
 
 
 
 
 
Book value per common share
$
15.64

 
$
15.33

 
$
15.02

Tangible book value per common share
$
11.36

 
$
11.03

 
$
10.73

Stockholders' equity to total assets
13.0
%
 
13.2
%
 
13.1
%
Tangible common equity to tangible assets
9.8
%
 
9.9
%
 
9.8
%
Common equity Tier 1 capital to risk-weighted assets
12.6
%
 
12.4
%
 
N/A

Tier 1 leverage capital to average quarterly assets
10.5
%
 
10.6
%
 
10.2
%
Tier 1 capital to risk-weighted assets
13.3
%
 
13.1
%
 
13.9
%
Total capital to risk-weighted assets
14.3
%
 
14.1
%
 
15.1
%
Net loans to deposits ratio
78.0
%
 
78.9
%
 
76.7
%
Deposits per branch
$
45,585

 
$
44,644

 
$
44,035


 
Three Months Ended
 
Nine Months Ended
 
September 30,
2015
 
June 30,
2015
 
September 30,
2014
 
September 30,
2015
 
September 30,
2014
Allowance for Loan Losses:
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
28,278

 
$
27,816

 
$
28,483

 
$
27,729

 
$
28,824

Provision for loan losses
851

 
1,189

 
594

 
3,247

 
1,743

Net (charge-offs) recoveries:
 
 
 
 
 
 
 
 
 
Commercial business
(11
)
 
(475
)
 
(466
)
 
(1,133
)
 
(1,447
)
One-to-four family residential
12

 

 

 
13

 

Real estate construction

 
100

 

 
(6
)
 
(302
)
Consumer
(126
)
 
(352
)
 
(269
)
 
(846
)
 
(476
)
Total net charge-offs
(125
)
 
(727
)
 
(735
)
 
(1,972
)
 
(2,225
)
Balance, end of period
$
29,004

 
$
28,278

 
$
28,342

 
$
29,004


$
28,342




11



 
Three Months Ended
 
Nine Months Ended
 
September 30,
2015
 
June 30,
2015
 
September 30,
2014
 
September 30,
2015
 
September 30,
2014
Other Real Estate Owned:
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
3,017

 
$
4,094

 
$
8,106

 
$
3,355

 
$
4,559

Additions
611

 
85

 
459

 
2,424

 
677

Additions from acquisitions

 

 

 

 
7,121

Proceeds from dispositions
(1,560
)
 
(1,050
)
 
(1,315
)
 
(3,199
)
 
(5,173
)
Gain (loss) on sales, net
3

 
(27
)
 
(378
)
 
(94
)
 
(312
)
Valuation adjustments

 
(85
)
 

 
(415
)
 

Balance, end of period
$
2,071

 
$
3,017

 
$
6,872

 
$
2,071

 
$
6,872


 
As of Period End
 
September 30,
2015
 
June 30,
2015
 
December 31,
2014
Nonperforming Assets:
 
 
 
 
 
Nonaccrual loans by type:
 
 
 
 
 
Commercial business
$
7,193

 
$
7,798

 
$
8,596

One-to-four family residential
40

 

 

Real estate construction and land development
2,612

 
2,661

 
2,831

Consumer
62

 
51

 
145

Total nonaccrual loans(1)(2)
9,907

 
10,510

 
11,572

Other real estate owned
2,071

 
3,017

 
3,355

Nonperforming assets
$
11,978

 
$
13,527

 
$
14,927

 
 
 
 
 
 
Restructured performing loans(3)
$
32,460

 
$
29,186

 
$
29,053

Accruing loans past due 90 days or more

 

 

Potential problem loans(4)
113,271

 
120,871

 
162,930

Allowance for loan losses to:
 
 
 
 
 
Loans receivable, net
1.21
%
 
1.20
%
 
1.23
%
Nonperforming loans
292.76
%
 
269.06
%
 
239.62
%
Nonperforming loans to loans receivable, net
0.41
%
 
0.45
%
 
0.51
%
Nonperforming assets to total assets
0.33
%
 
0.39
%
 
0.43
%

(1)
At September 30, 2015, June 30, 2015 and December 31, 2014, $6.6 million, $7.0 million and 7.3 million of nonaccrual loans were considered troubled debt restructured loans, respectively.
(2)
At September 30, 2015, June 30, 2015 and December 31, 2014, $1.4 million, $1.7 million and 1.6 million of nonaccrual loans were guaranteed by government agencies, respectively.
(3)
At September 30, 2015, June 30, 2015 and December 31, 2014, $452,000, $456,000 and $751,000 of performing restructured loans were guaranteed by government agencies, respectively.
(4)
Potential problem 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 September 30, 2015, June 30, 2015 and December 31, 2014, $920,000, $501,000 and $2.0 million of potential problem loans were guaranteed by government agencies, respectively.


12




September 30, 2015
 
June 30, 2015
 
December 31, 2014
 
Balance
 
% of Total
 
Balance
 
% of Total
 
Balance
 
% of Total
Loan Composition
 
 
 
 
 
 
 
 
 
 
 
Commercial business:
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
618,390

 
25.7
%
 
$
568,825

 
24.2
%
 
$
570,453

 
25.3
 %
Owner-occupied commercial real estate
603,372

 
25.1

 
609,242

 
26.0
%
 
594,986

 
26.4
 %
Non-owner occupied commercial real estate
703,771

 
29.3

 
706,636

 
30.1
%
 
643,636

 
28.6
 %
Total commercial business
1,925,533

 
80.1

 
1,884,703

 
80.3

 
1,809,075

 
80.3

One-to-four family residential
70,577

 
2.9

 
72,163

 
3.1

 
69,530

 
3.1

Real estate construction and land development:
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential
49,745

 
2.1

 
43,655

 
1.8

 
49,195

 
2.2

Five or more family residential and commercial properties
73,328

 
3.1

 
68,343

 
2.9

 
64,920

 
2.9

Total real estate construction and land development
123,073

 
5.2

 
111,998

 
4.7

 
114,115

 
5.1

Consumer
284,541

 
11.8

 
278,374

 
11.9

 
259,294

 
11.5

Gross loans receivable
2,403,724

 
100.0

 
2,347,238

 
100.0

 
2,252,014

 
100

Deferred loan costs (fees), net
320

 

 
64

 

 
(937
)
 

Loans receivable, net
$
2,404,044

 
100.0
%
 
$
2,347,302

 
100.0
%
 
$
2,251,077

 
100.0
 %

 
September 30, 2015
 
June 30, 2015
 
December 31, 2014
 
Balance
 
% of Total
 
Balance
 
% of Total
 
Balance
 
% of Total
Deposit Composition
 
 
 
 
 
 
 
 
 
 
 
Noninterest bearing demand deposits
$
762,240

 
25.0
%
 
$
728,260

 
24.7
%
 
$
709,673

 
24.4
%
NOW accounts
893,031

 
29.2

 
840,251

 
28.5

 
793,362

 
27.3

Money market accounts
513,859

 
16.8

 
513,117

 
17.4

 
520,065

 
17.9

Savings accounts
447,529

 
14.7

 
403,648

 
13.7

 
357,834

 
12.3

Total non-maturity deposits
2,616,659

 
85.7

 
2,485,276

 
84.3

 
2,380,934

 
81.9

Certificates of deposit
437,539

 
14.3

 
461,211

 
15.7

 
525,397

 
18.1

Total deposits
$
3,054,198

 
100.0
%
 
$
2,946,487

 
100.0
%
 
$
2,906,331

 
100.0
%



13



 
Three Months Ended
 
September 30, 2015
 
September 30, 2014
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
(Dollars in thousands; yields annualized)
Interest Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
Total loans receivable, net
$
2,356,090

 
$
30,179

 
5.08
%
 
$
2,194,460

 
$
31,841

 
5.76
%
Taxable securities
525,013

 
2,187

 
1.65

 
517,802

 
2,212

 
1.69

Nontaxable securities
201,233

 
1,056

 
2.08

 
176,827

 
855

 
1.92

Other interest earning assets
81,909

 
62

 
0.30

 
170,707

 
123

 
0.29

Total interest earning assets
3,164,245

 
$
33,484

 
4.20
%
 
3,059,796

 
$
35,031

 
4.54
%
Noninterest earning assets
385,065

 
 
 
 
 
377,001

 
 
 
 
Total assets
$
3,549,310

 
 
 
 
 
$
3,436,797

 
 
 
 
Interest Bearing Liabilities:


 
 
 
 
 


 
 
 
 
Certificates of deposit
$
447,425

 
$
586

 
0.52
%
 
$
604,708

 
$
896

 
0.59
%
Savings accounts
424,620

 
118

 
0.11

 
349,685

 
59

 
0.07

Interest bearing demand and money market accounts
1,383,212

 
631

 
0.18

 
1,259,704

 
579

 
0.18

Total interest bearing deposits
2,255,257

 
1,335

 
0.23

 
2,214,097

 
1,534

 
0.27

Junior subordinated debentures
19,314

 
195

 
4.01

 
18,985

 
171

 
3.57

Securities sold under agreement to repurchase
21,197

 
14

 
0.26

 
28,565

 
19

 
0.26

Total interest bearing liabilities
2,295,768

 
$
1,544

 
0.27
%
 
2,261,647

 
$
1,724

 
0.30
%
Demand and other noninterest bearing deposits
760,004

 
 
 
 
 
688,140

 
 
 
 
Other noninterest bearing liabilities
29,715

 
 
 
 
 
34,571

 
 
 
 
Stockholders’ equity
463,823

 
 
 
 
 
452,439

 
 
 
 
Total liabilities and stockholders’ equity
$
3,549,310

 
 
 
 
 
$
3,436,797

 
 
 
 
Net interest income
 
 
$
31,940

 
 
 
 
 
$
33,307

 
 
Net interest spread
 
 
 
 
3.93
%
 
 
 
 
 
4.24
%
Net interest margin
 
 
 
 
4.00
%
 
 
 
 
 
4.32
%



14



 
Nine Months Ended
 
September 30, 2015
 
September 30, 2014
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
(Dollars in thousands; yields annualized)
Interest Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
Total loans receivable, net
$
2,295,881

 
$
91,213

 
5.31
%
 
$
1,763,081

 
$
75,738

 
5.74
%
Taxable securities
548,282

 
7,199

 
1.76

 
329,183

 
4,663

 
1.89

Nontaxable securities
201,796

 
3,137

 
2.08

 
129,422

 
1,928

 
1.99

Other interest earning assets
69,493

 
173

 
0.33

 
150,429

 
338

 
0.30

Total interest earning assets
3,115,452

 
$
101,722

 
4.37
%
 
2,372,115

 
$
82,667

 
4.66
%
Noninterest earning assets
374,938

 
 
 
 
 
268,794

 
 
 
 
Total assets
$
3,490,390

 
 
 
 
 
$
2,640,909

 
 
 
 
Interest Bearing Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Certificates of deposit
$
475,826

 
$
1,844

 
0.52
%
 
$
476,444

 
$
2,225

 
0.62
%
Savings accounts
391,273

 
316

 
0.11

 
256,599

 
151

 
0.08

Interest bearing demand and money market accounts
1,358,521

 
1,801

 
0.18

 
966,227

 
1,309

 
0.18

Total interest bearing deposits
2,225,620

 
3,961

 
0.24

 
1,699,270

 
3,685

 
0.29

Junior subordinated debentures
19,233

 
627

 
4.36

 
10,629

 
285

 
3.58

Securities sold under agreement to repurchase
23,222

 
45

 
0.26

 
26,878

 
52

 
0.26

FHLB advances and other borrowings
2,267

 
6

 
0.33

 
147

 

 

Total interest bearing liabilities
2,270,342

 
4,639

 
0.27
%
 
1,736,924

 
4,022

 
0.31
%
Demand and other noninterest bearing deposits
722,665

 
 
 
 
 
529,677

 
 
 
 
Other noninterest bearing liabilities
34,993

 
 
 
 
 
26,507

 
 
 
 
Stockholders’ equity
462,390

 
 
 
 
 
347,801

 
 
 
 
Total liabilities and stockholders’ equity
$
3,490,390

 
 
 
 
 
$
2,640,909

 
 
 
 
Net interest income
 
 
$
97,083

 
 
 
 
 
$
78,645

 
 
Net interest spread
 
 
 
 
4.10
%
 
 
 
 
 
4.35
%
Net interest margin
 
 
 
 
4.17
%
 
 
 
 
 
4.43
%


15



HERITAGE FINANCIAL CORPORATION
QUARTERLY FINANCIAL STATISTICS
(Dollar amounts in thousands, except per share amounts; unaudited)
 
Three Months Ended
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
Earnings:
 
 
 
 
 
 
 
 
 
Net interest income
$
31,940

 
$
32,470

 
$
32,674

 
$
36,780

 
$
33,307

Provision for loan losses
851

 
1,189

 
1,208

 
2,851

 
594

Noninterest income
9,544

 
6,881

 
8,345

 
3,897

 
5,483

Noninterest expense
27,322

 
26,079

 
26,038

 
29,243

 
28,363

Net income
9,492

 
8,725

 
9,779

 
7,255

 
7,068

Basic earnings per common share
$
0.32

 
$
0.29

 
$
0.32

 
$
0.24

 
$
0.23

Diluted earnings per common share
$
0.32

 
$
0.29

 
$
0.32

 
$
0.24

 
$
0.23

Average Balances:
 

 
 

 
 

 
 

 
 

Total loans receivable, net
$
2,356,090

 
$
2,290,608

 
$
2,239,662

 
$
2,194,003

 
$
2,194,460

Investment securities
726,246

 
754,386

 
770,086

 
736,853

 
694,629

Total interest earning assets
3,164,245

 
3,105,291

 
3,075,848

 
3,080,330

 
3,059,796

Total assets
3,549,310

 
3,480,689

 
3,439,968

 
3,455,735

 
3,436,797

Total interest bearing deposits
2,255,257

 
2,224,230

 
2,196,731

 
2,202,752

 
2,214,097

Demand and other noninterest bearing deposits
760,004

 
710,992

 
696,299

 
708,268

 
688,140

Stockholders' equity
463,823

 
462,503

 
460,812

 
455,342

 
452,439

Financial Ratios:
 

 
 

 
 

 
 

 
 

Return on average assets, annualized
1.06
%
 
1.01
%
 
1.15
%
 
0.83
%
 
0.82
%
Return on average equity, annualized
8.12
%
 
7.57
%
 
8.61
%
 
6.32
%
 
6.20
%
Return on average tangible common equity, annualized
11.23
%
 
10.50
%
 
11.98
%
 
8.85
%
 
8.70
%
Efficiency ratio
65.86
%
 
66.27
%
 
63.48
%
 
71.89
%
 
73.12
%
Noninterest expense to average total assets, annualized
3.09
%
 
3.01
%
 
3.07
%
 
3.36
%
 
3.27
%
Net interest margin
4.00
%
 
4.19
%
 
4.31
%
 
4.74
%
 
4.32
%
Average assets per full-time equivalent employee
$
4,634

 
$
4,552

 
$
4,505

 
$
4,421

 
$
4,384






16



 
As of Period End
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
 
December 31,
2014
 
September 30,
2014
Balance Sheet:
 

 
 
 
 
 
 
 
 
Total assets
$
3,595,378

 
$
3,480,324

 
$
3,459,349

 
$
3,457,750

 
$
3,451,320

Total loans receivable, net
2,375,040

 
2,319,024

 
2,260,498

 
2,223,348

 
2,174,541

Investment securities
735,925

 
732,709

 
782,724

 
778,660

 
720,864

Deposits
3,054,198

 
2,946,487

 
2,912,458

 
2,906,331

 
2,903,069

Noninterest bearing demand deposits
762,240

 
728,260

 
698,231

 
709,673

 
694,370

Stockholders' equity
468,696

 
459,128

 
462,526

 
454,506

 
451,651

Financial Measures:
 

 
 

 
 

 
 

 
 

Book value per common share
$
15.64

 
$
15.33

 
$
15.30

 
$
15.02

 
$
14.93

Tangible book value per common share
$
11.36

 
$
11.03

 
$
11.02

 
$
10.73

 
$
10.62

Tangible common equity to tangible assets
9.8
%
 
9.9
%
 
10.0
%
 
9.8
%
 
9.7
%
Net loans to deposits
78.0
%
 
78.9
%
 
77.9
%
 
76.7
%
 
75.1
%
Deposits per branch
$
45,585

 
$
44,644

 
$
44,128

 
$
44,035

 
$
43,329

Credit Quality Metrics:
 

 
 

 
 

 
 

 
 

Allowance for loan losses to:
 
 
 
 
 
 
 
 
 
Loans receivable, net
1.21
%
 
1.20
%
 
1.22
%
 
1.23
%
 
1.29
%
Nonperforming loans
292.76
%
 
269.06
%
 
245.38
%
 
239.62
%
 
232.54
%
Nonperforming loans to loans receivable, net
0.41
%
 
0.45
%
 
0.50
%
 
0.51
%
 
0.55
%
Nonperforming assets to total assets
0.33
%
 
0.39
%
 
0.45
%
 
0.43
%
 
0.55
%
Other Metrics:
 
 
 
 
 
 
 
 
 
Branches
67

 
66

 
66

 
66

 
67



17