EX-99.1 2 a8-kexhibit991033119.htm EXHIBIT 99.1 Exhibit



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FOR IMMEDIATE RELEASE
DATE: April 25, 2019


HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER RESULTS AND DECLARES REGULAR CASH DIVIDEND

Diluted earnings per common share were $0.45 for the quarter ended March 31, 2019 compared to $0.27 for the quarter ended March 31, 2018 and $0.45 for the linked-quarter ended December 31, 2018.
Heritage declared a regular cash dividend of $0.18 per common share on April 24, 2019.
Loan growth was 4.6%, on an annualized basis, during the quarter ended March 31, 2019.
Expanded the commercial banking team in the greater Portland, Oregon area with seven new bankers.

Olympia, WA - Heritage Financial Corporation (NASDAQ GS: HFWA) (the “Company” or “Heritage”), the parent company of Heritage Bank, today reported that the Company had net income of $16.6 million for the quarter ended March 31, 2019 compared to $9.1 million for the quarter ended March 31, 2018 and $16.6 million for the linked-quarter ended December 31, 2018. Diluted earnings per common share for the quarter ended March 31, 2019 was $0.45 compared to $0.27 for the quarter ended March 31, 2018 and $0.45 for the linked-quarter ended December 31, 2018.
Brian L. Vance, Chief Executive Officer of Heritage, commented, "The past fifteen months have been very busy with the integration and conversion of two acquisitions, and a second team lift-out in Portland as well as selective additions to our overall production platform. In addition, we have begun to build-out our technology platform to create better efficiencies in the back office which will ultimately enhance our processes and contribute to our improving overhead ratio. We believe the combined organization is well-positioned to continue to gain market share in the communities we serve while at the same time improving the customer experience.”
Jeffrey J. Deuel, President and Chief Executive Officer of Heritage Bank commented, “We are pleased with our overall financial performance. We saw middle single-digit annualized loan growth during the first quarter and our loan pipelines remain strong. While we experienced a decline in overall deposits in the quarter, it is not unusual to see seasonal deposit run-off in the first quarter. Our relatively low 84.1% loan to deposit ratio provides us with the flexibility necessary to successfully manage through the current competitive rate environment.”

Balance Sheet
The Company’s total assets increased $25.2 million, or 0.5%, to $5.34 billion at March 31, 2019 from $5.32 billion at December 31, 2018.
Investment securities available for sale increased $8.9 million, or 0.9%, to $985.0 million at March 31, 2019 from $976.1 million at December 31, 2018 primarily as a result of a decrease in net unrealized losses of $10.2 million due to a decrease in interest rates during the first quarter that positively impacted the fair value of our bond portfolio.
Total loans receivable, net increased $41.2 million, or 1.1%, to $3.66 billion at March 31, 2019 from $3.62 billion at December 31, 2018. Total loans receivable, net, continued to be impacted by slightly elevated prepayments during the first quarter 2019 in addition to the seasonably low loan originations experienced during the first quarter.
Prepaid expenses and other assets increased $24.5 million, or 24.9%, to $123.0 million at March 31, 2019 from $98.5 million at December 31, 2018 primarily due to the adoption of Accounting Standards Update 2016-02, Leases, and the recognition of an operating lease right of use asset. An offsetting operating lease right of use liability was recorded

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in accrued expenses and other liabilities. As of March 31, 2019, the right of use asset was $28.4 million and the related liability was $29.5 million.
Total deposits decreased $38.7 million, or 0.9%, to $4.39 billion at March 31, 2019 from $4.43 billion at December 31, 2018. The decrease was due primarily to non-maturity deposits declining $92.9 million, or 2.3%, offset partially by an increase in certificates of deposit of $54.2 million, or 11.6%. The increase in certificates of deposit was due primarily to an increase in brokered certificates of deposit of $50.1 million during the quarter ended March 31, 2019 in response to the decrease in non-maturity deposits. Non-maturity deposits as a percentage of total deposits decreased to 88.1% as of March 31, 2019 from 89.5% as of December 31, 2018.
Federal Home Loan Bank advances were $25.0 million as of March 31, 2019 as compared to none at December 31, 2018.
Total stockholders’ equity increased $17.5 million, or 2.3%, to $778.2 million at March 31, 2019 from $760.7 million at December 31, 2018. Changes in stockholders' equity during the three months ended March 31, 2019 were as follows:
 
Three Months Ended
 
March 31, 2019
 
(In thousands)
Balance, beginning of period
$
760,723

   Net income
16,552

   Accumulated other comprehensive gain
8,016

   Dividends paid
(6,662
)
   ASU 2016-02 implementation
(399
)
   Other
(39
)
Balance, end of period
$
778,191

The Company and Heritage Bank continue to maintain capital levels 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 of 11.8%, 10.7%, 12.2% and 13.0%, respectively, at March 31, 2019, compared to 11.7%, 10.5%, 12.1% and 12.9%, respectively, at December 31, 2018.

Credit Quality
The allowance for loan losses increased $1.1 million, or 3.2%, to $36.2 million at March 31, 2019 from $35.0 million at December 31, 2018. The increase was due to provision for loan losses of $920,000 recorded during the quarter ended March 31, 2019 and net recoveries of $190,000 recognized during the same period.
Nonperforming loans to loans receivable, net, increased to 0.47% at March 31, 2019 from 0.37% at December 31, 2018 due primarily to an increase in nonaccrual loans of $3.8 million, or 27.4%, to $17.5 million at March 31, 2019 from $13.7 million at December 31, 2018. The increase was primarily related to the addition of two commercial lending relationships totaling $5.1 million which showed increased signs of cash flow deterioration.  Management has allocated a specific reserve totaling $781,000 for these two credit relationships.
Changes in nonaccrual loans during the periods indicated were as follows:
 
Three Months Ended
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
 
(In thousands)
Nonaccrual loans
 
 
 
 
 
Balance, beginning of period
$
13,703

 
$
14,780

 
$
10,703

   Addition of previously classified pass graded loans

 
96

 
4,066

Addition of previously classified potential problem loans
6,189

 
983

 
2,324

   Addition of previously classified TDR loans

 
786

 

   Net principal payments
(2,392
)
 
(2,639
)
 
(1,365
)
   Charge-offs
(39
)
 
(303
)
 

Balance, end of period
$
17,461

 
$
13,703

 
$
15,728


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The allowance for loan losses to nonperforming loans was 207.04% at March 31, 2019 compared to 255.73% at the linked-quarter ended December 31, 2018. Nonperforming assets increased to 0.36% of total assets at March 31, 2019 compared to 0.30% of total assets at December 31, 2018. The change from prior periods in both ratios is due primarily to the increase in nonaccrual loans discussed above.
Potential problem loans decreased $7.2 million, or 7.1%, to $94.1 million at March 31, 2019 compared to $101.3 million at December 31, 2018. The activity for the quarter ended March 31, 2019 includes loans paid in full of $4.9 million, and the significant pay down of two commercial lines of credit totaling $3.2 million, offset partially by the addition of a non-owner occupied commercial loan of $3.0 million.
Changes in potential problem loans during the periods indicated were as follows:
 
Three Months Ended
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
 
(In thousands)
Potential problem loans
 
Balance, beginning of period
$
101,349

 
$
105,742

 
$
83,543

Addition of previously classified pass graded loans
9,766

 
14,562

 
25,126

   Upgrades to pass graded loan status

 
(1,473
)
 
(3,636
)
   Net principal payments
(13,512
)
 
(7,654
)
 
(9,232
)
Transfers of loans to nonaccrual and TDR status
(3,300
)
 
(9,727
)
 
(2,403
)
   Charge-offs
(187
)
 
(101
)
 
(145
)
Balance, end of period
$
94,116

 
$
101,349

 
$
93,253

The allowance for loan losses to loans receivable, net, increased to 0.98% at March 31, 2019 from 0.96% at December 31, 2018. 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 outstanding principal balance. The remaining net discount on purchased loans was $11.2 million at March 31, 2019 compared to $11.8 million at December 31, 2018. 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 March 31, 2019.
Net recoveries were $190,000 for the quarter ended March 31, 2019 compared to $23,000 for the same quarter in 2018 and net charge-offs of $595,000 for the linked-quarter ended December 31, 2018. The net recoveries recorded during the quarter ended March 31, 2019 was due primarily to a recovery related to a residential construction loan of $602,000 as a result of a bankruptcy resolution, offset partially by smaller charge-off balances on a large volume of consumer loans.

Operating Results
Net interest income increased $9.0 million, or 22.0%, to $49.8 million for the quarter ended March 31, 2019 compared to $40.8 million for the same period in 2018 primarily due to an increase in the yield and average balance of total loans receivable, net as a result of our mergers with Premier Commercial Bancorp and Puget Sound Bancorp, Inc. on July 2, 2018 and January 16, 2018, respectively ("Premier and Puget Mergers"). Net interest income decreased $1.5 million, or 2.8%, from $51.3 million for the linked-quarter ended December 31, 2018 due mostly to a slight decrease in loan yield, primarily as a result of lower incremental accretion on purchased loans, and an increase in the cost of interest bearing deposits.
Net interest margin increased 22 basis points to 4.34% for the quarter ended March 31, 2019 from 4.12% for the same period in 2018 and decreased three basis points from 4.37% for the linked-quarter ended December 31, 2018 due to the same reasons as described above for net interest income.
The loan yield, excluding incremental accretion on purchased loans, increased 38 basis points to 5.08% for the quarter ended March 31, 2019 compared to 4.70% for the quarter ended March 31, 2018 and increased two basis points from 5.06% for the linked-quarter ended December 31, 2018. The increases in loan yield, excluding incremental accretion of purchased loans, from all prior periods was due to a combination of higher contractual loan rates as a result of the increasing interest rate environment as well as an increase in loan yields from the loans acquired in the Premier and Puget Mergers as compared to legacy Heritage loans during 2018. The incremental accretion and the impact to loan

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yield will change during any period based on the volume of prepayments, but it is expected to decrease over time as the balance of the purchased loans decreases.
The following table presents the net interest margin, loan yield and the effect of the incremental accretion on purchased loans on these ratios for the periods presented below:
 
Three Months Ended
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
 
(Dollars in thousands)
Yield non-GAAP reconciliation: (2)
Net interest margin (GAAP)
4.34
%
 
4.37
%
 
4.12
%
Exclude impact on net interest margin from incremental accretion on purchased loans(1)
0.12
%
 
0.15
%
 
0.16
%
Net interest margin, excluding incremental accretion on purchased loans (non-GAAP)(1)
4.22
%
 
4.22
%
 
3.96
%
 
 
 
 
 
 
Loan yield (GAAP)
5.23
%
 
5.25
%
 
4.91
%
Exclude impact on loan yield from incremental accretion on purchased loans(1)
0.15
%
 
0.19
%
 
0.21
%
Loan yield, excluding incremental accretion on purchased loans (non-GAAP)(1)
5.08
%
 
5.06
%
 
4.70
%
 
 
 
 
 
 
Incremental accretion on purchased loans(1)
$
1,373

 
$
1,703

 
$
1,632

(1) As of the date of completion of each merger and acquisition transaction, purchased loans were recorded at their estimated fair value, including our estimate of future expected cash flows until the ultimate resolution of these credits. The difference between the contractual loan balance and the fair value represents the purchased discount. The purchased discount is accreted into income over the estimated remaining life of the loan or pool of loans, based upon results of the quarterly cash flow re-estimation. 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.
(2) See Non-GAAP Financial Measures section herein.
In addition to loan yield, also impacting net interest margin were increases in the yields on investment securities due primarily to higher interest rates on new investment purchases compared to the interest rates of maturing investments. The yields on the aggregate investment portfolio increased 40 basis points to 2.83% for the quarter ended March 31, 2019 compared to 2.43% for the quarter ended March 31, 2018 and increased 13 basis points from 2.70% for the linked-quarter ended December 31, 2018.
The total cost of deposits increased 12 basis points to 0.33% during the quarter ended March 31, 2019 compared to 0.21% during the same quarter in 2018 and increased four basis points from 0.29% during the linked-quarter ended December 31, 2018.
Donald J. Hinson, Executive Vice President and Chief Financial Officer, commented, "Due to a decline in incremental accretion on purchase loans, net interest margin declined from the prior quarter. Our pre-accretion net interest margin was unchanged at 4.22% as a result of a four basis point increase in the total cost of deposits offsetting yield increases in both the loan and investment portfolios. The cost of deposits increased at a higher pace than recent quarters due to a decrease in noninterest bearing deposits and the issuance of certificates of deposits to offset the decline in balances of other deposit categories during the quarter. The current shape of the yield curve will impact our ability to continue to increase the pre-accretion net interest margin as has occurred over the past several quarters.”
The provision for loan losses decreased $232,000, or 20.1%, to $920,000 for the quarter ended March 31, 2019 compared to $1.2 million for the quarter ended March 31, 2018 and decreased $242,000, or 20.8%, from the linked-quarter ended December 31, 2018. The amount of provision for loan losses was necessary to increase the allowance for loan losses to an amount that management determined to be appropriate at March 31, 2019 based on the use of a consistent methodology. The decrease in the provision for loan losses was primarily as a result of net recoveries recognized during the quarter.
Noninterest income decreased $140,000, or 1.9%, to $7.4 million for the quarter ended March 31, 2019 compared to $7.5 million for the same period in 2018 primarily due to a decrease in gain on sale of loans due to lower mortgage origination volume and the Company's decision to continue to portfolio originated Small Business Administration ("SBA") loans amidst a lower gain environment. Noninterest income decreased $1.1 million, or 12.5% from the linked-quarter ended December 31, 2018 primarily due to a gain on sale of building of $413,000 recognized during the fourth quarter

4



of 2018 in addition to lower service charges recognized during the first quarter 2019 primarily related to seasonal decreases.
Noninterest expense decreased $222,000, or 0.6%, to $36.5 million for the quarters ended March 31, 2019 compared to $36.7 million for the same period in 2018. Acquisition-related expenses incurred as a result of the Premier and Puget Mergers were approximately $4.8 million during the quarter ended March 31, 2018, of which $2.8 million were due to compensation and employee benefits. Acquisition-related costs of $132,000 were incurred during the quarter ended March 31, 2019 primarily related to compensation and employee benefits. Without the effects of the acquisition-related expenses the Company incurred an increase in compensation and employee benefits due to additional employees, and an increase in occupancy and equipment expense primarily due to additional rent expense.
Noninterest expense decreased $749,000, or 2.0%, from $37.3 million for the linked-quarter ended December 31, 2018. Acquisition-related expenses incurred as a result of the Premier and Puget Mergers were approximately $1.3 million during the quarter ended December 31, 2018. The decrease in acquisition-related expenses was partially offset by higher marketing expense due to the timing of contributions to community sponsorships.
The ratio of noninterest expense to average total assets (annualized) decreased to 2.79% for the quarter ended March 31, 2019 compared to 3.27% for the same period in 2018 primarily due to acquisition-related expenses recognized in 2018. The ratio increased from 2.78% for linked-quarter ended December 31, 2018 primarily due to slightly lower average total assets.
Income tax expense was $3.2 million for the quarter ended March 31, 2019 compared to $1.4 million for the quarter ended March 31, 2018 and $4.7 million for the linked-quarter ended December 31, 2018. The effective tax rate increased to 16.3% for the quarter ended March 31, 2019 compared to 13.3% for the comparable quarter in 2018 primarily due to a decrease in tax exempt securities, impacts of stock-based compensation activity, and an increased Oregon presence. The effective tax rate decreased from 22.0% for the linked-quarter ended December 31, 2018 due to a change in the estimated current tax benefits from certain low income housing tax credit projects in the amount of $898,000 recorded during the quarter ended December 31, 2018. Although long-term tax benefits from the projects are still expected to occur, the timing of some of the benefits was extended to future periods.

Dividends
On April 24, 2019, the Company’s Board of Directors declared a quarterly cash dividend of $0.18 per common share. The dividend is payable on May 22, 2019 to shareholders of record as of the close of business on May 8, 2019.

Earnings Conference Call
The Company will hold a telephone conference call to discuss this earnings release on April 25, 2019 at 11:00 a.m. Pacific time. To access the call, please dial (800) 288-8961 a few minutes prior to 11:00 a.m. Pacific time. The call will be available for replay through May 9, 2019, by dialing (800) 475-6701 -- access code 466040.

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 63 banking offices in Washington and Oregon. Heritage Bank does business 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, Chief Executive Officer of Heritage Financial Corporation, (360) 943-1500
Jeffrey J. Deuel, President of Heritage Financial Corporation and President & Chief Executive Officer of Heritage Bank, (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. 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. These non-GAAP measures have inherent limitations, are not required to be uniformly applied and are not audited. They should not be considered in isolation or as a substitute for total stockholders' equity or operating results determined in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies. Reconciliations of the GAAP and non-GAAP financial measures are presented below:
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018

(Dollars in thousands, except per share amounts)
Tangible common shareholders' equity and tangible assets:
Stockholders' equity (GAAP)
$
778,191

 
$
760,723

 
$
634,708

Exclude goodwill and other intangible assets
260,528

 
261,553

 
204,112

Tangible common stockholders' equity (non-GAAP)
$
517,663

 
$
499,170

 
$
430,596

 
 
 
 
 
 
Total assets (GAAP)
$
5,342,099

 
$
5,316,927

 
$
4,676,250

Exclude goodwill and other intangible assets
260,528

 
261,553

 
204,112

Tangible assets (non-GAAP)
$
5,081,571

 
$
5,055,374

 
$
4,472,138

 
 
 
 
 
 
Common equity to assets (GAAP)
14.6
%

14.3
%

13.6
%
Tangible common equity to tangible assets (non-GAAP)
10.2
%
 
9.9
%
 
9.6
%
 
 
 
 
 
 
Common stock shares outstanding
36,899,138

 
36,874,055

 
34,018,280

Book value per common share (GAAP)
$
21.09

 
$
20.63

 
$
18.66

Tangible book value per common share (non-GAAP)
$
14.03

 
$
13.54

 
$
12.66

 
Three Months Ended
 
March 31,
2019
 
December 31,
2018
 
March 31,
2018
 
(Dollars in thousands, except per share amounts)
Adjusted return on average tangible common stockholders' equity:
Net income (GAAP)
16,552

 
$
16,609

 
$
9,087

Exclude acquisition-related expenses
132

 
1,301

 
4,808

Exclude amortization of intangible assets
1,025

 
1,114

 
795

Exclude tax effect of adjustments
(243
)
 
(507
)
 
(1,177
)
Adjusted tangible net income (non-GAAP)
$
17,466

 
$
18,517

 
$
13,513

 
 
 
 
 
 
Average stockholders' equity (GAAP)
$
766,451

 
$
750,165

 
$
614,974

Exclude average intangible assets
(261,194
)
 
(262,177
)
 
(191,335
)
Average tangible common stockholders' equity (non-GAAP)
$
505,257

 
$
487,988

 
$
423,639

 
 
 
 
 
 
Return on average common equity, annualized (GAAP)
8.76
%
 
8.78
%
 
5.99
%
Return on average tangible common equity, annualized (non-GAAP)
13.29
%
 
13.50
%
 
8.70
%
Adjusted return on average tangible common equity, annualized (non-GAAP)
14.02
%
 
15.05
%
 
12.94
%

6



 
Three Months Ended
 
March 31,
2019
 
December 31,
2018
 
March 31,
2018
 
(Dollars in thousands, except per share amounts)
Earnings from core operations:
Net income (GAAP)
$
16,552

 
$
16,609

 
$
9,087

Exclude acquisition-related expenses
132

 
1,301

 
4,808

Exclude tax effect of adjustments
(28
)
 
(273
)
 
(1,010
)
Adjusted net income (non-GAAP)
$
16,656

 
$
17,637

 
$
12,885

Exclude dividends and undistributed earnings allocated to participating securities
(52
)
 
(69
)
 
(51
)
Adjusted net income allocated to common shareholders (non-GAAP)
$
16,604

 
$
17,568

 
$
12,834

 
 
 
 
 
 
Diluted weighted average common shares
37,010,640

 
36,998,880

 
33,348,102

Diluted earnings per share (GAAP)
$
0.45

 
$
0.45

 
$
0.27

Adjusted diluted earnings per share (non-GAAP)
$
0.45

 
$
0.47

 
$
0.38

 
 
 
 
 
 
Average assets
$
5,317,325

 
$
5,325,366

 
$
4,553,585

 
 
 
 
 
 
Return on average assets, annualized (GAAP)
1.26
%
 
1.24
%
 
0.81
%
Adjusted return on average assets, annualized (non-GAAP)
1.27
%
 
1.31
%
 
1.15
%
 
Three Months Ended
 
March 31,
2019
 
December 31,
2018
 
March 31,
2018
 
(Dollars in thousands, except per share amounts)
Adjusted noninterest expense:
Noninterest expense (GAAP)
$
36,525

 
$
37,274

 
$
36,747

Exclude acquisition-related expenses
(132
)
 
(1,301
)
 
(4,808
)
Exclude amortization of intangible assets
(1,025
)
 
(1,114
)
 
(795
)
Adjusted noninterest expense (non-GAAP)
$
35,368

 
$
34,859

 
$
31,144

 
 
 
 
 
 
Average Assets
$
5,317,325

 
$
5,325,366

 
$
4,553,585

 
 
 
 
 
 
Noninterest expense to average assets, annualized (GAAP)
2.79
%
 
2.78
%
 
3.27
%
Adjusted noninterest expense to average assets, annualized (non-GAAP)
2.70
%
 
2.60
%
 
2.77
%


7



 
Three Months Ended
 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
 
(Dollars in thousands)
Net interest income and interest and fees on loans:
Net interest income (GAAP)
$
49,809

 
$
51,270

 
$
40,837

Exclude incremental accretion on purchased loans
1,373

 
1,703

 
1,632

Adjusted net interest income (non-GAAP)
$
48,436

 
$
49,567

 
$
39,205

 
 
 
 
 
 
Average total interest earning assets, net
$
4,649,259

 
$
4,653,215

 
$
4,018,720

Net interest margin, annualized (GAAP)
4.34
%
 
4.37
%
 
4.12
%
Net interest margin, excluding incremental accretion on purchased loans, annualized (non-GAAP)
4.22
%
 
4.22
%
 
3.96
%
 
 
 
 
 
 
Interest and fees on loans (GAAP)
$
46,699

 
$
47,865

 
$
38,159

Exclude incremental accretion on purchased loans
1,373

 
1,703

 
1,632

Adjusted interest and fees on loans (non-GAAP)
$
45,326

 
$
46,162

 
$
36,527

 
 
 
 
 
 
Average total loans receivable, net
$
3,622,494

 
$
3,615,362

 
$
3,150,869

Loan yield, annualized (GAAP)
5.23
%
 
5.25
%
 
4.91
%
Loan yield, excluding incremental accretion on purchased loans, annualized (non-GAAP)
5.08
%
 
5.06
%
 
4.70
%



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Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements often include words such as "believe," "expect," "anticipate," "estimate," and "intend" or future or conditional verbs such as "will," "would," "should," "could," or "may." Forward-looking statements are not historical facts but instead represent management's current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of our control. Actual results may differ, possibly materially, from those currently expected or projected in these forward-looking statements. Factors that could cause our actual results to differ materially from those described in the forward-looking statements, include changes in the interest rate environment; changes in general economic conditions and conditions within the securities markets; legislative and regulatory changes; and other factors described in Heritage's latest annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other documents filed with or furnished to the Securities and Exchange Commission-which are available on our website at www.heritagebanknw.com and on the SEC's website at www.sec.gov. The Company cautions readers not to place undue reliance on any forward-looking statements. Moreover, any of the forward-looking statements that we make in this press release or the documents we file with or furnish to the SEC are based only on information then actually known to the Company and upon management's beliefs and assumptions at the time they are made which may turn out to be wrong because of inaccurate assumptions we might make, because of the factors described above or because of other factors that we cannot foresee. 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 2019 and beyond 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 (Unaudited)
(In thousands, except shares)

 
March 31,
2019
 
December 31,
2018
Assets
 
 
 
Cash on hand and in banks
$
71,252

 
$
92,704

Interest earning deposits
39,918

 
69,206

Cash and cash equivalents
111,170

 
161,910

Investment securities available for sale
985,009

 
976,095

Loans held for sale
2,956

 
1,555

Loans receivable, net
3,696,431

 
3,654,160

Allowance for loan losses
(36,152
)
 
(35,042
)
Total loans receivable, net
3,660,279

 
3,619,118

Other real estate owned
1,904

 
1,983

Premises and equipment, net
80,130

 
81,100

Federal Home Loan Bank stock, at cost
7,377

 
6,076

Bank owned life insurance
94,099

 
93,612

Accrued interest receivable
15,621

 
15,403

Prepaid expenses and other assets
123,026

 
98,522

Other intangible assets, net
19,589

 
20,614

Goodwill
240,939

 
240,939

Total assets
$
5,342,099

 
$
5,316,927

 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
Deposits
$
4,393,715

 
$
4,432,402

Federal Home Loan Bank advances
25,000

 

Junior subordinated debentures
20,375

 
20,302

Securities sold under agreement to repurchase
24,923

 
31,487

Accrued expenses and other liabilities
99,895

 
72,013

Total liabilities
4,563,908

 
4,556,204

 
 
 
 
Common stock
591,767

 
591,806

Retained earnings
185,863

 
176,372

Accumulated other comprehensive gain (loss), net
561

 
(7,455
)
Total stockholders' equity
778,191

 
760,723

Total liabilities and stockholders' equity
$
5,342,099

 
$
5,316,927

 
 
 
 
Common stock shares outstanding
36,899,138

 
36,874,055


10



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

 
Three Months Ended
 
March 31,
2019
 
December 31,
2018
 
March 31,
2018
Interest income:
 
 
 
 
 
Interest and fees on loans
$
46,699

 
$
47,865

 
$
38,159

Taxable interest on investment securities
5,823

 
5,343

 
3,529

Nontaxable interest on investment securities
950

 
1,003

 
1,341

Interest on other interest earning assets
356

 
654

 
218

Total interest income
53,828

 
54,865

 
43,247

Interest expense:
 
 
 
 
 
Deposits
3,603

 
3,228

 
1,960

Junior subordinated debentures
354

 
335

 
283

Other borrowings
62

 
32

 
167

Total interest expense
4,019

 
3,595

 
2,410

Net interest income
49,809

 
51,270

 
40,837

Provision for loan losses
920

 
1,162

 
1,152

Net interest income after provision for loan losses
48,889

 
50,108

 
39,685

Noninterest income:
 
 
 
 
 
Service charges and other fees
4,485

 
4,852

 
4,543

Gain on sale of investment securities, net
15

 
2

 
35

Gain on sale of loans, net
252

 
473

 
874

Interest rate swap fees

 
204

 
51

Other income
2,656

 
2,933

 
2,045

Total noninterest income
7,408

 
8,464

 
7,548

Noninterest expense:
 
 
 
 
 
Compensation and employee benefits
21,914

 
22,338

 
21,367

Occupancy and equipment
5,458

 
5,322

 
4,627

Data processing
2,173

 
2,433

 
2,605

Marketing
1,098

 
721

 
808

Professional services
1,173

 
1,185

 
2,837

State/municipal business and use taxes
798

 
804

 
688

Federal deposit insurance premium
285

 
375

 
355

Other real estate owned, net
86

 
88

 

Amortization of intangible assets
1,025

 
1,114

 
795

Other expense
2,515

 
2,894

 
2,665

Total noninterest expense
36,525

 
37,274

 
36,747

Income before income taxes
19,772

 
21,298

 
10,486

Income tax expense
3,220

 
4,689

 
1,399

Net income
$
16,552

 
$
16,609

 
$
9,087

 
 
 
 
 
 
Basic earnings per common share
$
0.45

 
$
0.45

 
$
0.27

Diluted earnings per common share
$
0.45

 
$
0.45

 
$
0.27

Dividends declared per common share
$
0.18

 
$
0.27

 
$
0.15

 
 
 
 
 
 
Average number of basic common shares outstanding
36,825,532

 
36,806,946

 
33,205,546

Average number of diluted common shares outstanding
37,010,640

 
36,998,880

 
33,348,102


11



HERITAGE FINANCIAL CORPORATION
FINANCIAL STATISTICS (Unaudited)
(Dollar amounts in thousands, except per share amounts)
 
Three Months Ended
 
March 31,
2019
 
December 31,
2018
 
March 31,
2018
Performance Ratios:
 
 
 
 
 
Efficiency ratio
63.84
 %
 
62.40
%
 
75.95
 %
Noninterest expense to average assets, annualized
2.79
 %
 
2.78
%
 
3.27
 %
Return on average assets, annualized
1.26
 %
 
1.24
%
 
0.81
 %
Return on average equity, annualized
8.76
 %
 
8.78
%
 
5.99
 %
Return on average tangible common equity, annualized
13.29
 %
 
13.50
%
 
8.70
 %
Net (recoveries) charge-offs on loans to average loans, annualized
(0.02
)%
 
0.07
%
 
 %

 
As of Period End
 
March 31,
2019
 
December 31,
2018
Financial Measures:
 
 
 
Book value per common share
$
21.09

 
$
20.63

Tangible book value per common share
$
14.03

 
$
13.54

Stockholders' equity to total assets
14.6
%
 
14.3
%
Tangible common equity to tangible assets
10.2
%
 
9.9
%
Common equity Tier 1 capital to risk-weighted assets
11.8
%
 
11.7
%
Tier 1 leverage capital to average quarterly assets
10.7
%
 
10.5
%
Tier 1 capital to risk-weighted assets
12.2
%
 
12.1
%
Total capital to risk-weighted assets
13.0
%
 
12.9
%
Loans to deposits ratio (1) 
84.1
%
 
82.4
%
Deposits per branch
$
69,742

 
$
69,256

(1) Loans receivable, net of deferred costs divided by deposits

 
Three Months Ended
 
March 31,
2019
 
December 31,
2018
 
March 31,
2018
Allowance for Loan Losses:
 
 
 
 
 
Balance, beginning of period
$
35,042

 
$
34,475

 
$
32,086

Provision for loan losses
920

 
1,162

 
1,152

Net recoveries (charge-offs):
 
 
 
 
 
Commercial business
56

 
(259
)
 
420

One-to-four family residential
(15
)
 
(15
)
 

Real estate construction and land development
618

 
6

 

Consumer
(469
)
 
(327
)
 
(397
)
Total net recoveries (charge-offs)
190

 
(595
)
 
23

Balance, end of period
$
36,152

 
$
35,042

 
$
33,261


12



 
Three Months Ended
 
March 31,
2019
 
December 31,
2018
 
March 31,
2018
Other Real Estate Owned:
 
 
 
 
 
Balance, beginning of period
$
1,983

 
$
2,032

 
$

Proceeds from dispositions
(79
)
 

 

Valuation adjustments

 
(49
)
 

Balance, end of period
$
1,904

 
$
1,983

 
$


 
Three Months Ended
 
March 31,
2019
 
December 31,
2018
 
March 31,
2018
Gain on Sale of Loans, net:
 
 
 
 
 
Mortgage loans
$
252

 
$
473

 
$
652

SBA loans

 

 
222

Total gain on sale of loans, net
$
252

 
$
473

 
$
874


 
As of Period End
 
March 31,
2019
 
December 31,
2018
Nonperforming Assets:
 
 
 
Nonaccrual loans by type:
 
 
 
Commercial business
$
16,304

 
$
12,564

One-to-four family residential
68

 
71

Real estate construction and land development
923

 
899

Consumer
166

 
169

Total nonaccrual loans(1)
17,461

 
13,703

Other real estate owned
1,904

 
1,983

Nonperforming assets
$
19,365

 
$
15,686

 
 
 
 
Restructured performing loans
$
19,986

 
$
22,736

Accruing loans past due 90 days or more

 

Potential problem loans(2)
94,116

 
101,349

Allowance for loan losses to:
 
 
 
Loans receivable, net
0.98
%
 
0.96
%
Nonaccrual loans
207.04
%
 
255.73
%
Nonperforming loans to loans receivable, net
0.47
%
 
0.37
%
Nonperforming assets to total assets
0.36
%
 
0.30
%
(1) 
At March 31, 2019 and December 31, 2018, $5.5 million and $6.9 million of nonaccrual loans were also considered troubled debt restructured loans, respectively.
(2) 
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.

13



 
As of Period End

March 31, 2019
 
December 31, 2018
 
Balance
 
% of Total
 
Balance
 
% of Total
Loan Composition
 
 
 
 
 
 
 
Commercial business:
 
 
 
 
 
 
 
Commercial and industrial
$
838,403

 
22.7
%
 
$
853,606

 
23.4
%
Owner-occupied commercial real estate
785,316

 
21.2

 
779,814

 
21.3

Non-owner occupied commercial real estate
1,335,596

 
36.1

 
1,304,463

 
35.7

Total commercial business
2,959,315

 
80.0

 
2,937,883

 
80.4

One-to-four family residential
106,502

 
2.9

 
101,763

 
2.8

Real estate construction and land development:
 
 
 
 
 
 
 
One-to-four family residential
110,699

 
3.0

 
102,730

 
2.8

Five or more family residential and commercial properties
126,379

 
3.4

 
112,730

 
3.1

Total real estate construction and land development
237,078

 
6.4

 
215,460

 
5.9

Consumer
390,303

 
10.6

 
395,545

 
10.8

Gross loans receivable
3,693,198

 
99.9

 
3,650,651

 
99.9

Deferred loan costs, net
3,233

 
0.1

 
3,509

 
0.1

Loans receivable, net
$
3,696,431

 
100.0
%
 
$
3,654,160

 
100.0
%

 
As of Period End
 
March 31, 2019
 
December 31, 2018
 
Balance
 
% of Total
 
Balance
 
% of Total
Deposit Composition
 
 
 
 
 
 
 
Noninterest bearing demand deposits
$
1,338,675

 
30.5
%
 
$
1,362,268

 
30.7
%
Interest bearing demand deposits
1,293,828

 
29.4

 
1,317,513

 
29.7

Money market accounts
740,518

 
16.9

 
765,316

 
17.3

Savings accounts
499,568

 
11.3

 
520,413

 
11.8

Total non-maturity deposits
3,872,589

 
88.1

 
3,965,510

 
89.5

Certificates of deposit
521,126

 
11.9

 
466,892

 
10.5

Total deposits
$
4,393,715

 
100.0
%
 
$
4,432,402

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 

14



 
March 31, 2019
 
December 31, 2018
 
March 31, 2018
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
(1) 
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate (1)
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
(1) 
Interest Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total loans receivable, net (2) (3)
$
3,622,494

 
$
46,699

 
5.23
%
 
$
3,615,362

 
$
47,865

 
5.25
%
 
$
3,150,869

 
$
38,159

 
4.91
%
Taxable securities
820,981

 
5,823

 
2.88

 
772,925

 
5,343

 
2.74

 
590,623

 
3,529

 
2.42

Nontaxable securities (3)
149,825

 
950

 
2.57

 
160,626

 
1,003

 
2.48

 
223,631

 
1,341

 
2.43

Other interest earning assets
55,959

 
356

 
2.58

 
104,302

 
654

 
2.49

 
53,597

 
218

 
1.65

Total interest earning assets
4,649,259

 
53,828

 
4.70
%
 
4,653,215

 
54,865

 
4.68
%
 
4,018,720

 
43,247

 
4.36
%
Noninterest earning assets
668,066

 
 
 
 
 
672,151

 
 
 
 
 
534,865

 
 
 
 
Total assets
$
5,317,325

 
 
 
 
 
$
5,325,366

 
 
 
 
 
$
4,553,585

 
 
 
 
Interest Bearing Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Certificates of deposit
$
502,153

 
$
1,440

 
1.16

 
$
496,903

 
$
1,218

 
0.97

 
$
423,569

 
$
760

 
0.73

Savings accounts
507,670

 
674

 
0.54

 
516,620

 
613

 
0.47

 
506,158

 
416

 
0.33

Interest bearing demand and money market accounts
2,051,046

 
1,489

 
0.29

 
2,074,138

 
1,397

 
0.27

 
1,745,795

 
784

 
0.18

Total interest bearing deposits
3,060,869

 
3,603

 
0.48

 
3,087,661

 
3,228

 
0.41

 
2,675,522

 
1,960

 
0.30

Junior subordinated debentures
20,328

 
354

 
7.06

 
20,255

 
335

 
6.56

 
20,035

 
283

 
5.73

Securities sold under agreement to repurchase
33,055

 
47

 
0.58

 
34,046

 
29

 
0.34

 
30,265

 
17

 
0.23

Federal Home Loan Bank advances and other borrowings
1,849

 
15

 
3.29

 
440

 
3

 
2.71

 
35,733

 
150

 
1.70

Total interest bearing liabilities
3,116,101

 
4,019

 
0.52

 
3,142,402

 
3,595

 
0.45

 
2,761,555

 
2,410

 
0.35

Noninterest bearing deposits
1,332,223

 
 
 
 
 
1,356,186

 
 
 
 
 
1,113,286

 
 
 
 
Other noninterest bearing liabilities
102,550

 
 
 
 
 
76,613

 
 
 
 
 
63,770

 
 
 
 
Stockholders’ equity
766,451

 
 
 
 
 
750,165

 
 
 
 
 
614,974

 
 
 
 
Total liabilities and stockholders’ equity
$
5,317,325

 
 
 
 
 
$
5,325,366

 
 
 
 
 
$
4,553,585

 
 
 
 
Net interest income
 
 
$
49,809

 
 
 
 
 
$
51,270

 
 
 
 
 
$
40,837

 
 
Net interest spread
 
 
 
 
4.18
%
 
 
 
 
 
4.23
%
 
 
 
 
 
4.01
%
Net interest margin
 
 
 
 
4.34
%
 
 
 
 
 
4.37
%
 
 
 
 
 
4.12
%
(1) Annualized.
(2) The average loan balances presented in the table are net of allowances for loan losses and include loans held for sale. Nonaccrual loans have been included in the table as loans carrying a zero yield.
(3) Yields on tax-exempt securities and loans have not been stated on a tax-equivalent basis.
     




15



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

 
Three Months Ended
 
March 31,
2019
 
December 31,
2018
 
September 30,
2018
 
June 30,
2018
 
March 31,
2018
Earnings:
 
 
 
 
 
 
 
 
 
Net interest income
$
49,809

 
$
51,270

 
$
51,096

 
$
43,743

 
$
40,837

Provision for loan losses
920

 
1,162

 
1,065

 
1,750

 
1,152

Noninterest income
7,408

 
8,464

 
8,080

 
7,573

 
7,548

Noninterest expense
36,525

 
37,274

 
39,461

 
35,706

 
36,747

Net income
16,552

 
16,609

 
15,504

 
11,857

 
9,087

Basic earnings per common share
$
0.45

 
$
0.45

 
$
0.42

 
$
0.35

 
$
0.27

Diluted earnings per common share
$
0.45

 
$
0.45

 
$
0.42

 
$
0.35

 
$
0.27

Average Balances:
 

 
 

 
 

 
 

 
 

Total loans receivable, net
$
3,622,494

 
$
3,615,362

 
$
3,618,031

 
$
3,266,092

 
$
3,150,869

Investment securities
970,806

 
933,551

 
883,919

 
839,196

 
814,254

Total interest earning assets
4,649,259

 
4,653,215

 
4,596,734

 
4,156,310

 
4,018,720

Total assets
5,317,325

 
5,325,366

 
5,278,565

 
4,726,719

 
4,553,585

Total interest bearing deposits
3,060,869

 
3,087,661

 
3,075,720

 
2,727,056

 
2,675,522

Total noninterest bearing deposits
1,332,223

 
1,356,186

 
1,314,203

 
1,175,331

 
1,113,286

Stockholders' equity
766,451

 
750,165

 
744,389

 
636,735

 
614,974

Financial Ratios:
 

 
 

 
 

 
 

 
 

Return on average assets, annualized
1.26
%
 
1.24
%
 
1.17
%
 
1.01
%
 
0.81
%
Return on average common equity, annualized
8.76

 
8.78

 
8.26

 
7.47

 
5.99

Return on average tangible common equity, annualized
13.29

 
13.50

 
12.77

 
10.99

 
8.70

Efficiency ratio
63.84

 
62.40

 
66.68

 
69.58

 
75.95

Noninterest expense to average total assets, annualized
2.79

 
2.78

 
2.97

 
3.03

 
3.27

Net interest margin
4.34

 
4.37

 
4.41

 
4.22

 
4.12

Net interest spread
4.18

 
4.23

 
4.27

 
4.09

 
4.01






16



 
As of Period End
or for the Three Months Ended
 
March 31,
2019
 
December 31,
2018
 
March 31,
2018
Select Balance Sheet:
 

 
 
 
 
Total assets
$
5,342,099

 
$
5,316,927

 
$
4,676,250

Total loans receivable, net
3,660,279

 
3,619,118

 
3,248,654

Investment securities
985,009

 
976,095

 
821,567

Deposits
4,393,715

 
4,432,402

 
3,904,741

Noninterest bearing demand deposits
1,338,675

 
1,362,268

 
1,178,202

Stockholders' equity
778,191

 
760,723

 
634,708

Financial Measures:
 

 
 

 
 

Book value per common share
$
21.09

 
$
20.63

 
$
18.66

Tangible book value per common share
14.03

 
13.54

 
12.66

Stockholders' equity to assets
14.6
 %
 
14.3
%
 
13.6
 %
Tangible common equity to tangible assets
10.2

 
9.9

 
9.6

Loans to deposits ratio
84.1

 
82.4

 
84.0

Credit Quality Metrics:
 

 
 

 
 

Allowance for loan losses to:
 
 
 
 
 
Loans receivable, net
0.98
 %
 
0.96
%
 
1.01
 %
Nonperforming loans
207.04

 
255.73

 
211.48

Nonperforming loans to loans receivable, net
0.47

 
0.37

 
0.48

Nonperforming assets to total assets
0.36

 
0.30

 
0.34

Net (recoveries) charge-offs on loans to average loans receivable, net
(0.02
)
 
0.07

 

Other Metrics:
 
 
 
 
 
Number of banking offices
63

 
64

 
60

Average number of full-time equivalent employees
878

 
867

 
796

Deposits per branch
$
69,742

 
$
69,256

 
$
65,079

Average assets per full-time equivalent employee
$
6,054

 
$
6,142

 
$
5,720


17