Heritage Commerce (HTBK) 8-K Company Intends to Redeem $14 Million of Fixed-Rate Sub Debt in the Third Quarter of 2012

Exhibit 99.1

Heritage Commerce Corp Earnings Increased 28% to $2.7 Million in the Second Quarter of 2012 Compared to Second Quarter of 2011;

Company Intends to Redeem $14 Million of Fixed-Rate Sub Debt in the Third Quarter of 2012

San Jose, CA – July 26, 2012 – Heritage Commerce Corp (Nasdaq: HTBK), the holding company (“the Company” or “HCC”) for Heritage Bank of Commerce (“the Bank” or “HBC”), today reported net income increased 28% to $2.7 million for the second quarter of 2012, compared to $2.1 million for the second quarter of 2011.  Loan and deposit growth and continued improvements in asset quality contributed to solid profitability in the second quarter and in the first six months of 2012.

Following the redemption of its Series A Preferred Stock in the first quarter of 2012, the Company does not have any preferred dividends and discount accretion on preferred stock in the second quarter of 2012.  Net income available to common shareholders was $2.7 million, or $0.08 per average diluted common share, for the second quarter of 2012.  After accrued dividends and discount accretion on preferred stock of $604,000, net income available to common shareholders was $1.5 million, or $0.05 per average diluted common share, for the second quarter a year ago.For the six months ended June 30, 2012, net income available to common shareholders was $3.5 million, or $0.11 per average diluted common share, up from $2.5 million, or $0.08 per average diluted common share, for the same period a year ago.  All results are unaudited.

“The Company experienced significant loan growth and continued deposit growth during the second quarter of 2012,” said Walter Kaczmarek, President and Chief Executive Officer.  “The growth we experienced was due to hard work performed in previous quarters by our lending staff that finally closed and funded. Our second quarter income marks our eighth consecutive quarter of profitability.  Despite our strong second quarter success, we continue to be concerned about the potentially negative effects of the weak national and international economies.”

Second Quarter 2012 Highlights (at or for the periods ended June 30, 2012, compared to June 30, 2011, and March 31, 2012)

u   Strong Second Quarter Earnings – Earnings per average diluted common share increased to $0.08 in the second quarter of 2012, compared to $0.05 per average diluted common share in the second quarter of 2011, and $0.03 per average diluted common share in the first quarter of 2012.

u   Solid Deposit Base – Total deposits increased to $1.1 billion, a 10% increase from June 30, 2011, and a 2% increase from the preceding quarter.  Core deposits (excluding all time deposits) grew 9% to $807.6 million at June 30, 2012, an increase of $69.4 million from June 30, 2011, and increased 2% from $792.6 million at March 31, 2012.

●   Noninterest-bearing demand deposits increased 10% to $367.9 million at June 30, 2012, from $333.2 million at June 30, 2011, and increased 3% from $356.6 million at March 31, 2012.

●   Interest-bearing demand deposits increased 16% to $148.8 million at June 30, 2012, from $128.5 million at June 30, 2011, and increased 3% from $144.0 million at March 31, 2012.

●   Savings and money market deposits increased 5% to $290.9 million at June 30, 2012, from $276.5 million at June 30, 2011, and remained relatively flat from $292.0 million at March 31, 2012.

u   Lower Cost of Deposits – The total cost of deposits decreased 15 basis points to 0.27% during the second quarter of 2012 from 0.42% during the second quarter of 2011, primarily as a result of maturing higher-cost wholesale funding and growth in core deposits. The total cost of deposits remained the same at 0.27% when compared to the first quarter of 2012.

u   Loan Demand Improved – Loans increased 2% to $798.1 million at June 30, 2012, compared to $782.1 million at June 30, 2011, and rose 5% from $756.9 million at March 31, 2012.

u   Net Interest Margin – The net interest margin remained flat at 3.95% for the second quarter of 2012, compared to the second quarter of 2011, and decreased 11 basis points from 4.06% for the first quarter of 2012, primarily as a result of lower yields on loans and investment securities.

u   Strong Asset Quality – Asset quality remained strong as reflected in the following metrics:

●   Nonperforming assets declined 23% year-over-year to $17.8 million, or 1.35% of total assets at June 30, 2012, from $23.1 million, or 1.83% of total assets at June 30, 2011, and decreased 9% from $19.5 million, or 1.49% of total assets at March 31, 2012.

●   Classified assets (net of SBA guarantees) decreased 28% to $54.9 million at June 30, 2012, from $76.1 million at June 30, 2011, and increased 1% from $54.2 million at March 31, 2012.

●   Classified assets (net of SBA guarantees) to Tier 1 capital plus the allowance for loans losses at the holding company and the bank level were 30% and 31% at June 30, 2012, respectively, compared to 35% and 39% at June 30, 2011, and 30% and 31% at March 31, 2012.

●   The provision for loan losses was $815,000 for the second quarter of 2012, compared to $955,000 for the second quarter of 2011, and $100,000 for the first quarter of 2012.

●   The allowance for loan losses totaled $20.0 million, or 2.51% of total loans at June 30, 2012, compared to $23.2 million, or 2.96% of total loans at June 30, 2011, and $20.3 million, or 2.68% of total loans at March 31, 2012.

●   The allowance for loan losses to total nonperforming loans (excluding nonaccrual loans held-for-sale) improved to 137.57% at June 30, 2012, compared to 102.15% at June 30, 2011, and 125.66% at March 31, 2012.

●   Net charge-offs declined in the second quarter of 2012 to $1.1 million, compared to $1.8 million in the second quarter of 2011, and increased from $494,000 in the first quarter of 2012.

u   Capital ratios substantially exceed regulatory requirements for a well-capitalized financial institution at the holding company and bank level at June 30, 2012 (see “Redemption of Subordinated Debt” below):

Capital Ratios	Well-Capitalized Regulatory Guidelines	Heritage Commerce Corp	Heritage Bank of Commerce
Total Risk-Based	10.0%	17.3%	16.2%
Tier 1 Risk-Based	6.0%	16.0%	14.9%
Leverage	5.0%	12.7%	11.9%

Operating Results

Net interest income increased 5% to $12.1 million for the second quarter of 2012, compared to $11.5 million for the second quarter a year ago, primarily due to an increase in the average balance of investment securities.  Net interest income for the second quarter of 2012 decreased 1% from $12.3 million for the first quarter of 2012, primarily as a result of lower yields on loans and investment securities, partially offset by higher average balances of loans and investment securities.

For the six months ended June 30, 2012, net interest income grew 7% to $24.3 million, compared to $22.7 million for the six months ended June 30, 2011, primarily due to an increase in the average balance of investment securities, and a decrease in the rates paid on interest-bearing liabilities, partially offset by a decrease in the average balance of loans.

The net interest margin remained flat at 3.95% for the second quarter of 2012, compared to 3.95% for the second quarter a year ago, and decreased 11 basis points compared to 4.06% for the first quarter of 2012, primarily as a result of lower yields on loans and investment securities. For the first six months of 2012, the net interest margin increased to 4.01%, compared to 3.95% for the first six months of 2011, primarily as a result of a higher yield on loans, a lower level of interest-bearing deposits in other institutions, and a lower cost of deposits.

The provision for loan losses was $815,000 for the second quarter of 2012, compared to $955,000 for the second quarter a year ago and $100,000 for the first quarter of 2012.  The provision for loan losses was $915,000 for the six months ended June 30, 2012 compared to $1.7 million for the same period a year ago.

Noninterest income was $2.1 million for the second quarter of 2012, compared to $2.2 million for the second quarter a year ago, and $1.7 million for the first quarter of 2012.  Noninterest income increased for the second quarter of 2012, compared to the first quarter of 2012, primarily due to a higher gain on sales of SBA loans.  In the first six months of 2012, noninterest income was $3.8 million, compared to $4.1 million in the first six months a year ago.  Noninterest income was lower in the second quarter and first six months of 2012, compared to the same periods in 2011, primarily due to a lower gain on sales of SBA loans.

Noninterest expense for the second quarter of 2012 remained flat at $9.5 million, compared to the second quarter of 2011, and decreased $1.4 million, or 13%, from $10.9 million for the first quarter of 2012.  In the second quarter of 2012, salaries and employee benefits expense decreased $290,000 from the first quarter of 2012, due to the seasonal decline, which was consistent with the Company’s cyclical salary and employee benefits expense in prior years.  Professional fees decreased $741,000 in the second quarter of 2012, compared to the first quarter of 2012 due to the seasonality of expenses related to the year-end audit and a first quarter $500,000 accrual for probable costs related to an anticipated legal claim that has not yet been asserted, regarding an apparent transfer of funds for personal use by an authorized signatory of a customer. Other operating expenses decreased $312,000 in the second quarter of 2012, compared to the first quarter of 2012, primarily as a result of several one-time expenses in the first quarter that the Company did not incur in the second quarter.  Noninterest expense in the first six months of 2012 increased 2% to $20.3 million, compared to $19.9 million in the first six months of 2011.

Income tax expense for the second quarter of 2012 was $1.2 million, compared to $1.1 million for the second quarter of 2011, and $951,000 for the first quarter of 2012. For the first six months of 2012, the income tax expense was $2.2 million, compared to $1.5 million for the first six months a year ago. The effective tax rate for the second quarter of 2012 was 31%, compared to 35% for the second quarter a year ago, and 31% for the first quarter of 2012.  The effective tax rate for the six months ended June 30, 2012 was 31%, compared to 28% for the six months ended June 30, 2011.  The efficiency ratio for the second quarter of 2012 was 66.70%, compared to 69.43% for the second quarter of 2011, and 77.64% for the first quarter of 2012.  The efficiency ratio was 72.13% for the first six months of 2012, compared to 74.39% for the first six months of 2011.

Balance Sheet Review, Capital Management and Credit Quality

Heritage Commerce Corp’s total assets increased 5% to $1.32 billion at June 30, 2012, from $1.26 billion a year ago, and increased 1% from $1.31 billion at March 31, 2012.

The investment securities portfolio totaled $389.8 million at June 30, 2012, an increase of 29% from $303.0 million at June 30, 2011, and increased 1% from $385.8 million at March 31, 2012.  At June 30, 2012, the investment portfolio was comprised of $325.9 million agency mortgage-backed securities, all of which were issued by U.S. Government sponsored entities, $23.2 million of corporate bonds, and $40.7 million of single entity issue trust preferred securities.

Loans, excluding loans held-for-sale, totaled $798.1 million at June 30, 2012, an increase of 2% from $782.1 million at June 30, 2011, and an increase of 5% from $756.9 million at March 31, 2012.  The loan portfolio remains well-diversified with commercial and industrial (“C&I”) loans accounting for 48% of the portfolio at June 30, 2012.  Commercial and residential real estate loans accounted for 42% of the total loan portfolio, of which 51% were owner-occupied by businesses.  Land and construction loans account for 2% of the loan portfolio at June 30, 2012, compared to 5% at June 30, 2011 and 3% of the total loan portfolio at March 31, 2012.  Consumer and home equity loans accounted for the remaining 8% of total loans at June 30, 2012.

The yield on the loan portfolio was 5.23% for the second quarter of 2012, compared to 5.31% for the same period in 2011, and 5.41% for the first quarter of 2012.  The 18 basis points decrease in the second quarter of 2012 from the first quarter of 2012 was due to several positive adjustments in the first quarter of 2012 from loan interest recoveries, and lower rates issued (due to competitive factors) on some new and renewed loans in the second quarter of 2012.

“In the second quarter of 2012, we experienced an increase in loans, and as a result we deployed more liquidity toward loans as demand from credit worthy customers improved,” added Mr. Kaczmarek.

Nonperforming assets declined $5.3 million to $17.8 million, or 1.35% of total assets, at June 30, 2012, from $23.1 million, or 1.83% of total assets a year ago.  At March 31, 2012, nonperforming assets totaled $19.5 million or 1.49% of total assets.  The following is a breakout of nonperforming assets at June 30, 2012:

	Balance		% of Total
Commercial and industrial loans	$	4,910	28%
SBA loans		4,130	23%
Foreclosed assets		3,098	18%
Land and construction loans		2,365	13%
Restructured and loans over 90 days past due and accruing		1,665	9%
Commercial real estate loans		1,104	6%
Home equity and consumer loans		558	3%
	$	17,830	100%

At June 30, 2012, the $17.8 million of nonperforming assets included $1.2 million of loans guaranteed by the SBA and $1.7 million of restructured loans still accruing interest income.

Foreclosed assets were $3.1 million at June 30, 2012, compared to $248,000 at June 30, 2011, and $3.2 million at March 31, 2012. Classified assets (net of SBA guarantees) decreased to $54.9 million at June 30, 2012, from $76.1 million at June 30, 2011, and increased from $54.2 million at March 31, 2012.

The following table summarizes the allowance for loan losses:

	For the Three Months Ended:
	June 30,		March 31,		June 30,
	2012		2012		2011
ALLOWANCE FOR LOAN LOSSES
(in $000's, unaudited)
Balance at beginning of quarter	$	20,306	$	20,700	$	24,009
Provision for loan losses during the quarter		815		100		955
Net charge-offs during the quarter		(1,098)		(494)		(1,797)
Balance at end of quarter	$	20,023	$	20,306	$	23,167
Total loans	$	798,106	$	756,894	$	782,080
Total nonperforming loans	$	14,732	$	16,344	$	22,882
Allowance for loan losses to total loans		2.51%		2.68%		2.96%
Allowance for loan losses to total nonperforming loans,
excluding nonaccrual loans - held-for-sale		137.57%		125.66%		102.15%

Deposits totaled $1.10 billion at June 30, 2012, compared to $998.6 million at June 30, 2011, and $1.08 billion at March 31, 2012.  Noninterest-bearing demand deposits increased $34.7 million to $367.9 million at June 30, 2012, compared to $333.2 million at June 30, 2011, and increased $11.3 million compared to $356.6 million at March 31, 2012. Interest-bearing demand deposits increased $20.3 million to $148.8 million at June 30, 2012, from $128.5 million at June 30, 2011, and increased $4.8 million from $144.0 million at March 31, 2012. Savings and money market deposits increased $14.3 million to $290.9 million at June 30, 2012, from $276.5 million at June 30, 2011, and decreased $1.1 million from $292.0 million at March 31, 2012.  At June 30, 2012, brokered deposits increased 3% to $97.7 million, from $94.6 million at June 30, 2011, and increased 15% from $84.7 million at March 31, 2012.  Total deposits, excluding brokered deposits, were $1.0 billion at June 30, 2012, compared to $903.9 million at June 30, 2011, and $995.5 million at March 31, 2012.

The total cost of deposits decreased 15 basis points to 0.27% during the second quarter of 2012, from 0.42% during the second quarter of 2011, and remained flat compared to the first quarter of 2012, primarily as a result of maturing higher-cost wholesale funding and higher core deposits.

Due primarily to the $40 million repurchase of the Series A Preferred Stock during the first quarter of 2012, tangible equity was $162.4 million at June 30, 2012, compared to $184.7 million at June 30, 2011. Tangible equity was $157.5 million at March 31, 2012.  Tangible book value per common share was $5.44 at June 30, 2012, compared to $4.81 a year ago, and $5.25 at March 31, 2012.  In the per common share data attached, the Company presents the pro forma tangible book value per share, assuming the Company’s outstanding Series C Preferred Stock issued in June 2010 is converted into common stock.  There were 21,004 shares of Series C Preferred Stock outstanding at June 30, 2012 and the Series C Preferred Stock is convertible into an aggregate of 5.6 million shares of common stock at a conversion price of $3.75, upon a transfer of the Series C Preferred Stock in a widely dispersed offering.

The Company’s accumulated other comprehensive income was $3.2 million at June 30, 2012, compared to an accumulated other comprehensive loss of ($2.3) million a year ago, and accumulated other comprehensive income of $1.2 million at March 31, 2012. The components of other comprehensive income, net of taxes, at June 30, 2012 include the following: an unrealized gain on available-for-sale securities of $7.1 million; an unrealized loss on split dollar insurance contracts of ($2.2) million; an unrealized loss on the supplemental executive retirement plan of ($2.9) million; and an unrealized gain on interest-only strip from SBA loans of $1.2 million.

Redemption of Subordinated Debt

The Company has provided notice to the holders that the it intends to redeem the Company’s 10.875% fixed-rate subordinated debentures in the amount of $7 million issued to Heritage Capital Trust I, and the related premium cost of $304,500, and the Company’s 10.600% fixed-rate subordinated debentures in the amount of $7 million issued to Heritage Statutory Trust I, and the related premium cost of $296,800 (collectively referred to as the “Fixed-Rate Sub Debt”).  The redemption of the 10.600% fixed-rate subordinated debentures is expected to be completed on September 7, 2012, and the 10.875% fixed-rate subordinated debentures on September 8, 2012.  Additionally, the Company will pay its regularly scheduled interest payments on the Fixed-Rate Sub Debt totaling approximately $752,000 on the respective redemption dates.  The Company will use available cash and proceeds from a $15 million distribution from HBC to HCC.  The Company will incur a charge of $601,300 in the third quarter of 2012, for the early payoff premiums on the redemption of the Fixed-Rate Sub Debt.   On an annual basis, the redemption of the Fixed-Rate Sub Debt will eliminate approximately $1.5 million in interest expense.

The Company’s and HBC’s June 30, 2012 regulatory capital ratios and pro forma capital ratios including the redemption of the Fixed-Rate Sub Debt and the $15 million cash contribution from HBC are detailed in the tables below.  The Company’s and HBC’s pro forma June 30, 2012 regulatory capital ratios all significantly exceed the well-capitalized requirements.

				Well-Capitalized
		Actual	Pro Forma(1)	Regulatory
Heritage Commerce Corp:		June 30, 2012	June 30, 2012	Requirements
	Total risk-based capital ratio	17.3%	15.9%	10.0%
	Tier 1 risk-based capital ratio	16.0%	14.6%	6.0%
	Leverage ratio	12.7%	11.6%	N/A
(1)	Assumes redemption of $14 million Fixed-Rate Sub Debt at June 30, 2012.

				Well-Capitalized
		Actual	Pro Forma(2)	Regulatory
Heritage Bank of Commerce:		June 30, 2012	June 30, 2012	Requirements
	Total risk-based capital ratio	16.2%	14.7%	10.0%
	Tier 1 risk-based capital ratio	14.9%	13.5%	6.0%
	Leverage ratio	11.9%	10.7%	5.0%
(2)	Excluding fixed-rate sub debt. Assumes HBC $15 million cash distribution to HCC at June 30, 2012.

Heritage Commerce Corp,a bank holding company established in February 1998, is the parent company of Heritage Bank of Commerce, established in 1994 and headquartered in San Jose with full-service branches in Danville, Fremont, Gilroy, Los Altos, Los Gatos, Morgan Hill, Mountain View, Pleasanton, and Walnut Creek.  Heritage Bank of Commerce is an SBA Preferred Lender with an additional Loan Production Office in Santa Rosa, California.  For more information, please visit www.heritagecommercecorp.com.

Forward Looking Statement Disclaimer

Forward-looking statements are based on management’s knowledge and belief as of today and include information concerning the Company’s possible or assumed future financial condition, and its results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. A number of factors, some of which are beyond the Company’s ability to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. The forward-looking statements could be affected by many factors, including but not limited to: (1) competition for loans and deposits and failure to attract or retain deposits and loans; (2) local, regional, and national economic conditions and events and the impact they may have on us and our customers, and our assessment of that impact on our estimates including, the allowance for loan losses; (3) risks associated with concentrations in real estate related loans; (4) changes in the level of nonperforming assets and charge-offs and other credit quality measures, and their impact on the adequacy of the Company’s allowance for loan losses and the Company’s provision for loan losses; (5) the effects of and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Open Market Committee of the Federal Reserve Board; (6) stability of funding sources and continued availability of borrowings;  (7) our ability to raise capital or incur debt on reasonable terms; (8) Regulatory limits on Heritage Bank of Commerce’s ability to pay dividends to the Company; (9) continued volatility in credit and equity markets and its effect on the global economy; (10) the impact of reputational risk on such matters as business generation and retention, funding and liquidity; (11) oversupply of inventory and continued deterioration in values of California commercial real estate; (12) a prolonged slowdown in construction activity; (13) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities, and executive compensation) which we must comply, including but not limited to, the Dodd-Frank Act of 2010; (14) the effects of security breaches and computer viruses that may affect our computer systems; (15) changes in consumer spending, borrowings and saving habits; (16) changes in the competitive environment among financial or bank holding companies and other financial service providers; (17) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; (18) the costs and effects of legal and regulatory developments, including resolution of legal proceedings or regulatory or other governmental inquiries, and the results of regulatory examinations or reviews; (19) the ability to increase market share and control expenses; and (20) our success in managing the risks involved in the foregoing items. 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.

Member FDIC

	For the Three Months Ended:						Percent Change From:		For the Six Months Ended:
CONSOLIDATED STATEMENTS OF INCOME	June 30,		March 31,		June 30,		March 31,	June 30,	June 30,		June 30,		Percent
(in $000's, unaudited)	2012		2012		2011		2012	2011	2012		2011		Change
Interest income	$	13,296	$	13,449	$	13,015	-1%	2%	$	26,745	$	26,001	3%
Interest expense		1,212		1,190		1,543	2%	-21%		2,402		3,333	-28%
Net interest income before provision for loan losses		12,084		12,259		11,472	-1%	5%		24,343		22,668	7%
Provision for loan losses		815		100		955	715%	-15%		915		1,725	-47%
Net interest income after provision for loan losses		11,269		12,159		10,517	-7%	7%		23,428		20,943	12%
Noninterest income:
Service charges and fees on deposit accounts		601		590		587	2%	2%		1,191		1,154	3%
Servicing income		447		460		435	-3%	3%		907		846	7%
Increase in cash surrender value of life insurance		429		429		419	0%	2%		858		845	2%
Gain on sales of SBA loans		376		36		476	944%	-21%		412		855	-52%
Gain on sales of securities		32		27		-	19%	N/A		59		-	N/A
Other		205		181		253	13%	-19%		386		387	0%
Total noninterest income		2,090		1,723		2,170	21%	-4%		3,813		4,087	-7%
Noninterest expense:
Salaries and employee benefits		5,377		5,667		5,111	-5%	5%		11,044		10,504	5%
Occupancy and equipment		967		996		1,031	-3%	-6%		1,963		2,069	-5%
Professional fees		470		1,211		456	-61%	3%		1,681		1,295	30%
Low income housing investment losses		262		269		40	-3%	555%		531		202	163%
FDIC deposit insurance premiums		202		225		383	-10%	-47%		427		907	-53%
Other		2,176		2,488		2,451	-13%	-11%		4,664		4,926	-5%
Total noninterest expense		9,454		10,856		9,472	-13%	0%		20,310		19,903	2%
Income before income taxes		3,905		3,026		3,215	29%	21%		6,931		5,127	35%
Income tax expense		1,226		951		1,129	29%	9%		2,177		1,460	49%
Net income		2,679		2,075		2,086	29%	28%		4,754		3,667	30%
Dividends and discount accretion on preferred stock		-		(1,206)		(604)	-100%	-100%		(1,206)		(1,200)	1%
Net income available to common shareholders	$	2,679	$	869	$	1,482	208%	81%	$	3,548	$	2,467	44%
PER COMMON SHARE DATA
(unaudited)
Basic earnings per share	$	0.08	$	0.03	$	0.05	167%	60%	$	0.11	$	0.08	38%
Diluted earnings per share	$	0.08	$	0.03	$	0.05	167%	60%	$	0.11	$	0.08	38%
Common shares outstanding at period-end		26,293,277		26,286,501		26,295,001	0%	0%		26,293,277		26,295,001	0%
Pro forma common shares outstanding at period-end, assuming
Series C preferred stock was converted into common stock		31,894,277		31,887,501		31,896,001	0%	0%		31,894,277		31,896,001	0%
Book value per share	$	5.52	$	5.34	$	4.91	3%	12%	$	5.52	$	4.91	12%
Tangible book value per share	$	5.44	$	5.25	$	4.81	4%	13%	$	5.44	$	4.81	13%
Pro forma tangible book value per share, assuming Series C
preferred stock was converted into common stock	$	5.09	$	4.94	$	4.57	3%	11%	$	5.09	$	4.57	11%
KEY FINANCIAL RATIOS
(unaudited)
Annualized return on average equity		6.61%		4.43%		4.50%	49%	47%		5.44%		4.01%	36%
Annualized return on average tangible equity		6.71%		4.48%		4.57%	50%	47%		5.52%		4.08%	35%
Annualized return on average assets		0.81%		0.64%		0.66%	27%	23%		0.72%		0.59%	22%
Annualized return on average tangible assets		0.81%		0.64%		0.66%	27%	23%		0.72%		0.59%	22%
Net interest margin		3.95%		4.06%		3.95%	-3%	0%		4.01%		3.95%	1%
Efficiency ratio		66.70%		77.64%		69.43%	-14%	-4%		72.13%		74.39%	-3%
AVERAGE BALANCES
(in $000's, unaudited)
Average assets	$	1,331,774	$	1,311,985	$	1,266,147	2%	5%	$	1,321,879	$	1,257,290	5%
Average tangible assets	$	1,329,458	$	1,309,544	$	1,263,318	2%	5%	$	1,319,501	$	1,254,395	5%
Average earning assets	$	1,231,311	$	1,213,198	$	1,163,684	1%	6%	$	1,221,421	$	1,156,910	6%
Average loans held-for-sale	$	4,762	$	1,356	$	7,611	251%	-37%	$	3,059	$	8,864	-65%
Average total loans	$	786,898	$	764,264	$	799,228	3%	-2%	$	775,581	$	816,342	-5%
Average deposits	$	1,110,053	$	1,067,052	$	1,012,992	4%	10%	$	1,088,553	$	1,006,130	8%
Average demand deposits - noninterest-bearing	$	370,086	$	347,291	$	332,535	7%	11%	$	358,689	$	322,345	11%
Average interest-bearing deposits	$	739,967	$	719,761	$	680,457	3%	9%	$	729,864	$	683,785	7%
Average interest-bearing liabilities	$	766,865	$	743,502	$	705,164	3%	9%	$	755,184	$	710,788	6%
Average equity	$	162,918	$	188,521	$	185,911	-14%	-12%	$	175,719	$	184,191	-5%
Average tangible equity	$	160,602	$	186,080	$	183,082	-14%	-12%	$	173,341	$	181,296	-4%

	End of Period:						Percent Change From:
CONSOLIDATED BALANCE SHEETS	June 30,		March 31,		June 30,		March 31,	June 30,
(in $000's, unaudited)	2012		2012		2011		2012	2011
ASSETS
Cash and due from banks	$	21,885	$	20,450	$	20,334	7%	8%
Federal funds sold and interest-bearing
deposits in other financial institutions		24,476		48,215		67,928	-49%	-64%
Securities available-for-sale, at fair value		389,820		385,826		302,968	1%	29%
Loans held-for-sale - SBA, including deferred costs		2,714		4,778		3,657	-43%	-26%
Loans held-for-sale - other, including deferred costs		177		184		435	-4%	-59%
Loans:
Commercial		384,260		357,906		358,227	7%	7%
Real estate:
Commercial and residential		333,048		319,914		315,426	4%	6%
Land and construction		19,822		18,583		41,987	7%	-53%
Home equity		47,813		48,444		52,621	-1%	-9%
Consumer		13,024		11,810		13,040	10%	0%
Loans		797,967		756,657		781,301	5%	2%
Deferred loan costs, net		139		237		779	-41%	-82%
Total loans, including deferred costs		798,106		756,894		782,080	5%	2%
Allowance for loan losses		(20,023)		(20,306)		(23,167)	-1%	-14%
Loans, net		778,083		736,588		758,913	6%	3%
Company owned life insurance		47,496		47,067		44,776	1%	6%
Premises and equipment, net		7,740		7,883		8,086	-2%	-4%
Intangible assets		2,246		2,368		2,753	-5%	-18%
Accrued interest receivable and other assets		50,065		51,939		52,219	-4%	-4%
Total assets	$	1,324,702	$	1,305,298	$	1,262,069	1%	5%
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits:
Demand, noninterest-bearing	$	367,937	$	356,618	$	333,199	3%	10%
Demand, interest-bearing		148,777		144,022		128,464	3%	16%
Savings and money market		290,867		292,009		276,538	0%	5%
Time deposits - under $100		28,009		27,949		30,676	0%	-9%
Time deposits - $100 and over		164,056		168,726		114,208	-3%	44%
Time deposits - CDARS		5,427		6,198		20,839	-12%	-74%
Time deposits - brokered		97,680		84,728		94,631	15%	3%
Total deposits		1,102,753		1,080,250		998,555	2%	10%
Subordinated debt		23,702		23,702		23,702	0%	0%
Accrued interest payable and other liabilities		33,556		41,450		52,333	-19%	-36%
Total liabilities		1,160,011		1,145,402		1,074,590	1%	8%
Shareholders' Equity:
Series A preferred stock, net		-		-		38,813	N/A	-100%
Series C preferred stock, net		19,519		19,519		19,519	0%	0%
Common stock		131,443		131,302		130,836	0%	0%
Retained earnings		10,566		7,887		601	34%	1658%
Accumulated other comprehensive income (loss)		3,163		1,188		(2,290)	166%	238%
Total shareholders' equity		164,691		159,896		187,479	3%	-12%
Total liabilities and shareholders' equity	$	1,324,702	$	1,305,298	$	1,262,069	1%	5%

	End of Period:						Percent Change From:
	June 30,		March 31,		June 30,		March 31,	June 30,
	2012		2012		2011		2012	2011
CREDIT QUALITY DATA
(in $000's, unaudited)
Nonaccrual loans - held-for-sale	$	177	$	184	$	202	-4%	-12%
Nonaccrual loans - held-for-investment		12,890		14,005		21,607	-8%	-40%
Restructured and loans over 90 days past due and still accruing		1,665		2,155		1,073	-23%	55%
Total nonperforming loans		14,732		16,344		22,882	-10%	-36%
Foreclosed assets		3,098		3,167		248	-2%	1149%
Total nonperforming assets	$	17,830	$	19,511	$	23,130	-9%	-23%
Other restructured loans still accruing	$	416	$	431	$	1,375	-3%	-70%
Net charge-offs during the quarter	$	1,098	$	494	$	1,797	122%	-39%
Provision for loan losses during the quarter	$	815	$	100	$	955	715%	-15%
Allowance for loan losses	$	20,023	$	20,306	$	23,167	-1%	-14%
Classified assets*	$	54,880	$	54,196	$	76,142	1%	-28%
Allowance for loan losses to total loans		2.51%		2.68%		2.96%	-6%	-15%
Allowance for loan losses to total nonperforming loans		135.92%		124.24%		101.25%	9%	34%
Allowance for loan losses to total nonperforming loans,		��
excluding nonaccrual loans - held-for-sale		137.57%		125.66%		102.15%	9%	35%
Nonperforming assets to total assets		1.35%		1.49%		1.83%	-9%	-26%
Nonperforming loans to total loans plus
nonaccrual loans - held-for-sale		1.85%		2.16%		2.93%	-14%	-37%
Classified assets* to Heritage Commerce Corp Tier 1
capital plus allowance for loan losses		30%		30%		35%	0%	-14%
Classified assets* to Heritage Bank of Commerce Tier 1
capital plus allowance for loan losses		31%		31%		39%	0%	-21%
OTHER PERIOD-END STATISTICS
(in $000's, unaudited)
Heritage Commerce Corp:
Tangible equity	$	162,445	$	157,528	$	184,726	3%	-12%
Tangible common equity	$	142,926	$	138,009	$	126,394	4%	13%
Shareholders' equity / total assets		12.43%		12.25%		14.85%	1%	-16%
Tangible equity / tangible assets		12.28%		12.09%		14.67%	2%	-16%
Tangible common equity / tangible assets		10.81%		10.59%		10.04%	2%	8%
Loan to deposit ratio		72.37%		70.07%		78.32%	3%	-8%
Noninterest-bearing deposits / total deposits		33.37%		33.01%		33.37%	1%	0%
Total risk-based capital ratio		17.3%		17.9%		22.0%	-3%	-21%
Tier 1 risk-based capital ratio		16.0%		16.6%		20.8%	-4%	-23%
Leverage ratio		12.7%		12.7%		15.5%	0%	-18%
Heritage Bank of Commerce:
Total risk-based capital ratio		16.2%		16.9%		19.5%	-4%	-17%
Tier 1 risk-based capital ratio		14.9%		15.6%		18.2%	-4%	-18%
Leverage ratio		11.9%		11.9%		13.6%	0%	-13%
*Net of SBA guarantees

	For the Three Months Ended					For the Three Months Ended
	June 30, 2012					June 30, 2011
			Interest		Average			Interest		Average
NET INTEREST INCOME AND NET INTEREST MARGIN	Average		Income/		Yield/	Average		Income/		Yield/
(in $000's, unaudited)	Balance		Expense		Rate	Balance		Expense		Rate
Assets:
Loans, gross*	$	791,660	$	10,292	5.23%	$	806,839	$	10,685	5.31%
Securities		398,143		2,975	3.01%		278,908		2,278	3.28%
Federal funds sold and interest-bearing
deposits in other financial institutions		41,508		29	0.28%		77,937		52	0.27%
Total interest earning assets		1,231,311		13,296	4.34%		1,163,684		13,015	4.49%
Cash and due from banks		21,191					20,932
Premises and equipment, net		7,841					8,160
Intangible assets		2,316					2,829
Other assets		69,115					70,542
Total assets	$	1,331,774				$	1,266,147
Liabilities and shareholders' equity:
Deposits:
Demand, noninterest-bearing	$	370,086				$	332,535
Demand, interest-bearing		147,767		56	0.15%		132,079		65	0.20%
Savings and money market		298,544		179	0.24%		280,870		259	0.37%
Time deposits - under $100		28,011		35	0.50%		32,194		61	0.76%
Time deposits - $100 and over		166,486		246	0.59%		121,929		342	1.13%
Time deposits - CDARS		5,900		3	0.20%		21,254		24	0.45%
Time deposits - brokered		93,259		219	0.94%		92,131		317	1.38%
Total interest-bearing deposits		739,967		738	0.40%		680,457		1,068	0.63%
Total deposits		1,110,053		738	0.27%		1,012,992		1,068	0.42%
Subordinated debt		23,702		472	8.01%		23,702		467	7.90%
Short-term borrowings		3,196		2	0.25%		1,005		8	3.19%
Total interest-bearing liabilities		766,865		1,212	0.64%		705,164		1,543	0.88%
Total interest-bearing liabilities and demand,
noninterest-bearing / cost of funds		1,136,951		1,212	0.43%		1,037,699		1,543	0.60%
Other liabilities		31,905					42,537
Total liabilities		1,168,856					1,080,236
Shareholders' equity		162,918					185,911
Total liabilities and shareholders' equity	$	1,331,774				$	1,266,147
Net interest income / margin			$	12,084	3.95%			$	11,472	3.95%
	For the Six Months Ended					For the Six Months Ended
	June 30, 2012					June 30, 2011
			Interest		Average			Interest		Average
	Average		Income/		Yield/	Average		Income/		Yield/
	Balance		Expense		Rate	Balance		Expense		Rate
Assets:
Loans, gross*	$	778,640	$	20,608	5.32%	$	825,206	$	21,675	5.30%
Securities		394,031		6,072	3.10%		262,476		4,240	3.26%
Federal funds sold and interest-bearing
deposits in other financial institutions		48,750		65	0.27%		69,228		86	0.25%
Total interest earning assets		1,221,421		26,745	4.40%		1,156,910		26,001	4.53%
Cash and due from banks		21,089					20,743
Premises and equipment, net		7,909					8,244
Intangible assets		2,378					2,895
Other assets		69,082					68,498
Total assets	$	1,321,879				$	1,257,290
Liabilities and shareholders' equity:
Deposits:
Demand, noninterest-bearing	$	358,689				$	322,345
Demand, interest-bearing		145,208		109	0.15%		133,907		132	0.20%
Savings and money market		293,374		345	0.24%		274,346		526	0.39%
Time deposits - under $100		28,117		73	0.52%		32,698		132	0.81%
Time deposits - $100 and Over		168,090		501	0.60%		127,856		761	1.20%
Time deposits - CDARS		6,083		6	0.20%		21,389		49	0.46%
Time deposits - brokered		88,992		420	0.95%		93,589		739	1.59%
Total interest-bearing deposits		729,864		1,454	0.40%		683,785		2,339	0.69%
Total deposits		1,088,553		1,454	0.27%		1,006,130		2,339	0.47%
Subordinated debt		23,702		946	8.03%		23,702		932	7.93%
Securities sold under agreement to repurchase		-		-	N/A		1,436		24	3.37%
Short-term borrowings		1,618		2	0.25%		1,865		38	4.11%
Total interest-bearing liabilities		755,184		2,402	0.64%		710,788		3,333	0.95%
Total interest-bearing liabilities and demand,
noninterest-bearing / cost of funds		1,113,873		2,402	0.43%		1,033,133		3,333	0.65%
Other liabilities		32,287					39,966
Total liabilities		1,146,160					1,073,099
Shareholders' equity		175,719					184,191
Total liabilities and shareholders' equity	$	1,321,879				$	1,257,290
Net interest income / margin			$	24,343	4.01%			$	22,668	3.95%
*Includes loans held-for-sale. Yield amounts earned on loans include loan fees and costs. Nonaccrual loans are included in average balance.