-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DP0JjFJtb8dudQ8yrqJ4VLQihQlrS25tlxVShwUHHrhldcy5VAPRSBH1scur8Wl5 or/ChLG3aSewgkzPkbN5/w== 0001053352-99-000002.txt : 19990201 0001053352-99-000002.hdr.sgml : 19990201 ACCESSION NUMBER: 0001053352-99-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990127 ITEM INFORMATION: FILED AS OF DATE: 19990129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERITAGE COMMERCE CORP CENTRAL INDEX KEY: 0001053352 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770469558 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23877 FILM NUMBER: 99515873 BUSINESS ADDRESS: STREET 1: 150 ALMADEN BOULEVARD CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089476900 MAIL ADDRESS: STREET 1: 150 ALMADEN BOULEVARD CITY: SAN JOSE STATE: CA ZIP: 95113 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 27, 1999 Heritage Commerce Corp (Exact name of registrant as specified in its charter) CA 00-23877 77-0469558 (State of other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 150 Almaden Blvd., San Jose, CA 95113 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 947-6900 None Former name or former address, if changed since last report.) Item 5. Other Events. Heritage Commerce Corp reports Financial Results for the year ended December 31, 1998 and Announces a 3 for 2 Stock Split Heritage Commerce Corp (the "Company") (Nasdaq: HTBK) today reported consolidated earnings of $2,150,000, or $0.55 per diluted share ($0.37 on a split adjusted basis), for the year ended December 31, 1998. This compares to $1,565,000, or $0.45 per diluted share ($0.30 on a split adjusted basis) in the prior year period. Annualized year to date return on average assets and return on average equity were 0.65% and 8.25% respectively for the year ended December 31, 1998 compared with returns of 0.74% and 7.38% respectively for the year ended December 31, 1997. For the year, earnings show an increase of $585,000 or 37% over those of the prior year. For the year, net interest income grew by $6,906,000 or 57%; noninterest income grew by $1,113,000 or 189% and noninterest expense grew by $6,438,000 or 70% compared to December 31, 1997. The Company's net interest margin was 6.33% for the year ended December 31, 1998 compared with 6.23% for the year ended December 31, 1997. This increase in net interest margin can be attributed to decreases in the rates paid on interest bearing deposits and to an improved mix of interest earning assets. Total assets as of December 31, 1998 were $404,931,000, an increase of $137,356,000, or 51%, from December 31, 1997. At December 31, 1998, total loans were $252,765,000 in addition to credit card receivables held for sale of $16,620,000, and deposits were $350,047,000 in addition to deposits held for sale of $18,911,000. During the year ended December 31, 1998 loans and deposits grew by $123,995,000, or 96%, and $107,069,000, or 44%, respectively, over the year ended December 31, 1997. The Company's allowance for loan losses was $3,825,000, or 1.51%, of total loans as of December 31, 1998. This compares with an allowance for loan losses of $2,285,000, or 1.77%, of total loans as of December 31, 1997. The Company's nonperforming assets increased to $1,288,000 as of December 31, 1998 from zero at December 31, 1997. The Company's capital at December 31, 1998 stood at $30,697,000 compared with $22,336,000 as of December 31, 1997, a 37% increase. During 1998, the Company completed an offering of 387,096 common shares (580,644 on a split adjusted basis) at $15.50 per share ($10.33 per share on a split adjusted basis), netting $5,846,000 of new capital. Book value per share totaled $8.29 ($5.53 on a split adjusted basis) as of December 31, 1998. The Company's leverage capital ratio stood at 9.0% at December 31, 1998. This compares with a leverage ratio of 10.3% as of December 31, 1997. Heritage Commerce Corp has also announced that the Company's Board of Directors has declared a 3 for 2 stock split on Heritage Commerce Corp Common Stock, payable to shareholders of record as of February 5, 1999. The shares of Common Stock payable as a result of the stock split will be disbursed to shareholders on or about February 19, 1999. "We are pleased to punctuate a successful 1998 with the declaration of a 3 for 2 stock split to our shareholders," stated John Rossell, President & Chief Executive Officer. "Their support and confidence since Heritage opened for business in June of 1994 have been essential to our ongoing success." During 1998, the Company's common stock was approved for listing on the Nasdaq National Market under the symbol "HTBK." Heritage Commerce Corp, a bank holding company established February 17, 1998, is the parent company of two financial institutions: Heritage Bank of Commerce, a commercial bank located in San Jose, and Heritage Bank East Bay, located in the city of Fremont, with an office in San Ramon. For further information about the Company's financial performance, contact John Rossell, Chief Executive Officer, at (408) 947-6900, or visit the Company's web site at www.heritage-bank.com. Forward Looking Statement Disclaimer This release may contain forward-looking statements that are subject to risks and uncertainties. Such risks and uncertainties may include but are not necessarily limited to fluctuations in interest rates, inflation, government regulations and general economic conditions, and competition within the business areas in which the Company is conducting its operations, including the real estate market in California and other factors beyond the Company's control. Such risks and uncertainties could cause results for subsequent interim periods or for the entire year to differ materially from those indicated. For a discussion of factors which could cause results to differ, please see the Company's reports on Forms 10-K and 10-Q as filed with the Securities and Exchange Commission and the Company's press releases. Readers should not place undue reliance on the forward-looking statements, which reflect management's view only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances.
Heritage Commerce Corp (unaudited) Three Months Ended Year Ended December 31 December 31 (in thousands, except per share amounts) 1998 1997 1998 1997 Percent Change Statement of Income Data Net Interest Income 5,485 3,631 18,953 12,047 57% Provision for Loan Losses 516 455 1,576 1,060 49% Noninterest Income 921 176 1,703 590 189% Noninterest expense 4,978 2,700 15,606 9,168 70% Net Income 592 424 2,150 1,565 37% Per Share Data Earnings Per Share Basic 0.16 0.13 0.62 0.48 29% Diluted 0.14 0.12 0.55 0.45 23% Book Value Per Common Share 8.29 6.78 8.29 6.78 22% Weighted average shares used in computing: Basic earnings per share 3,701,237 3,291,689 3,495,011 3,291,689 Diluted earnings per share 4,144,157 3,683,855 3,899,270 3,481,236 Proforma per share data (reflecting 3 for 2 stock split) Earnings Per Share Basic 0.11 0.09 0.41 0.32 29% Diluted 0.10 0.08 0.37 0.30 23% Book Value Per Common Share 5.53 4.52 5.53 4.52 22% Weighted average shares used in computing: Basic earnings per share 5,551,856 4,937,533 5,242,516 4,937,533 Diluted earnings per share 6,216,235 5,531,092 5,843,726 5,221,854 Balance Sheet Data Total Assets 404,931 267,575 51% Securities, Available-For-Sale 50,249 61,166 -18% Securities, Held-To-Maturity 26,544 26,531 0% Loans held for sale 16,620 - N/A Loans 252,765 128,770 96% Allowance For Loan Losses 3,825 2,285 67% Total Deposits 350,047 242,978 44% Total Shareholders' Equity 30,697 22,336 37% Unrealized Holding Gain on Securities, Net 658 418 57% Nonperforming Loans 1,288 N/A N/A Other Real Estate Owned N/A N/A N/A Selected Financial Ratios Net Interest Margin 6.33% 6.23% Return on Average Assets 0.65% 0.74% Return on Average Equity 8.25% 7.38% Allowance for Loan Losses to Nonperforming Loans 297.04% N/A Allowance for Loan Losses to Total Loans 1.51% 1.77% Leverage Ratio 9.00% 10.30%
SIGNATURES Under the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: January 27, 1998 HERITAGE COMMERCE CORP By: /s/ Lawrence D. McGovern Lawrence D. McGovern Chief Financial Officer (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----