Heritage Commerce (HTBK) 8-K Heritage Commerce Corp Reports Net Income Available to Shareholders of $2.7 Million for the Fourth Quarter of 2012 and $8.7 Million for 2012

Exhibit 99.1

Heritage Commerce Corp Reports Net Income Available to Shareholders of $2.7 Million for the Fourth Quarter of 2012 and $8.7 Million for 2012

San Jose, CA – January 24, 2013 – Heritage Commerce Corp (Nasdaq: HTBK), the holding company (the “Company”) for Heritage Bank of Commerce (the “Bank”), today reported net income of $2.7 million for the fourth quarter of 2012, or $0.08 per average diluted common share, driven by strong deposit growth, increased loan demand and a lower provision for loan losses.  There were no dividends and discount accretion on preferred stock in the fourth quarter of 2012. Net income for the fourth quarter of 2011 was $2.9 million, which included the elimination of a $700,000 partial valuation allowance on the Company’s deferred tax asset.  After dividends and discount accretion on preferred stock of $601,000, net income available to common shareholders for the fourth quarter of 2011 was $2.3 million, or $0.07 per average diluted common share.  Income before income taxes for the fourth quarter of 2012 increased 23% to $3.8 million, compared to $3.1 million for the fourth quarter of 2011.

For the year ended December 31, 2012, net income available to common shareholders was $8.7 million, or $0.27 per average diluted common share. For the year ended December 31, 2011, net income available to common shareholders was $9.0 million, or $0.28 per average diluted common share, which included the elimination of a $3.7 million partial valuation allowance on the Company’s deferred tax asset. Income before income taxes for the year ended December 31, 2012 increased 35% to $14.2 million, compared to $10.5 million for the year ended December 31, 2011.  All results are unaudited.

“Throughout 2012, we remained focused on executing our capital management strategy, prudently managing our operations, investing in our franchise and producing steady growth and earnings.  As a result, and thanks to the dedication and hard work of our Board of Directors and employees, we posted our tenth consecutive quarter of profitability,” said Walter Kaczmarek, President and Chief Executive Officer.  “We significantly grew deposits both on a year-over-year and linked quarter basis.  We increased loan balances by $12.9 million, or 2%, during the fourth quarter of 2012 and by $47.7 million, or 6%, for the year ended December 31, 2012 from the comparable periods in 2011. Our strategy of developing strong relationships with our customers has led to our growth and earnings improvement.”

2012 Highlights (as of, or for the period ended December 31, 2012, except as noted):

u Net income was $2.7 million for the fourth quarter of 2012, marking the tenth consecutive profitable quarter.

u   Pre-tax income for the fourth quarter of 2012 increased 23% to $3.8 million, compared to $3.1 million for the fourth quarter of 2011.  Pre-tax income for the year ended December 31, 2012 increased 35% to $14.2 million, compared to $10.5 million for the year ended December 31, 2011.

u   Net interest income, before provision for loan losses, increased 4% to $12.2 million for the fourth quarter of 2012, from the same period a year ago.

u   Late in the fourth quarter of 2012, the Company received significantly large demand deposits in the amount of $467.5 million from one customer, which were placed in the Bank on a temporary short-term basis.  Of this amount, $195.6 million was withdrawn prior to year end, for a net outstanding balance of $271.9 million at December 31, 2012.  An additional $233.7 million of these deposits were withdrawn in January 2013, as originally planned by the customer.  As a result of the short term nature of the funds, that excess liquidity was placed in low interest earning deposits at the Federal Reserve Bank.

u   Deposits increased 15% at December 31, 2012, compared to December 31, 2011, and 7% from September 30, 2012, excluding the $271.9 million of short-term demand deposits from one customer.

●   Noninterest-bearing deposits, excluding $271.9 million of short-term demand deposits from one customer, increased 32% to $455.8 million at December 31, 2012, from $344.3 million at December 31, 2011.

●   Interest-bearing demand deposits increased 16% to $156.0 million at December 31, 2012, from $134.1 million at December 31, 2011.

u   The cost of deposits declined 6 basis points to 0.22% for the fourth quarter of 2012, compared to 0.28% for the fourth quarter of 2011, and declined 14 basis points to 0.25% for the year ended December 31, 2012, compared to 0.39% for the year ended December 31, 2011.  The previously discussed large amount of short-term demand deposits from one customer reduced the cost of deposits by one basis point during the fourth quarter of 2012.

u   Total assets at December 31, 2012 increased 9% from December 31, 2011, excluding the short-term deposits of $271.9 million at the Federal Reserve Bank offsetting the short-term demand deposits from one customer.

u   Loans (excluding loans-held-for-sale) increased 6% to $812.3 million at December 31, 2012, compared to $764.6 million at December 31, 2011.

u   Nonperforming assets totaled $19.5 million at December 31, 2012, compared to $19.1 million at December 31, 2011, and $22.0 million, at September 30, 2012.

u   Classified assets, net of Small Business Administration (“SBA”) guarantees, decreased 38% to $36.8 million at December 31, 2012 from $59.5 million a year ago and decreased 20% from $46.0 million in the preceding quarter.

u   The allowance for loan losses was $19.0 million at December 31, 2012, a decline of 8% from $20.7 million at December 31, 2011, and relatively flat compared to the third quarter of 2012.  The provision for loan losses for the fourth quarter of 2012 was $669,000, a decline of 46% from $1.2 million for the fourth quarter of 2011, and a decline of 44% from $1.2 million for the third quarter of 2012.

u   Net charge-offs declined to $766,000 for the fourth quarter of 2012, compared to $1.6 million for the fourth quarter of 2011, and $2.1 million for the third quarter of 2012.

“Asset quality continued to improve with net charge-offs and total classified assets declining meaningfully both for the year and the quarter,” added Mr. Kaczmarek. “Because of the continued improvement in our asset quality and the gradual strengthening of the Northern California regional economy, our provision for loan losses is significantly lower at $2.8 million for the year ended December 31, 2012, compared to $4.5 million a year ago.”

u   During the first quarter of 2012, the Company repurchased all of the $40 million Series A Preferred Stock issued to the U.S. Treasury Department under the TARP Capital Purchase Program. The Company used available cash and proceeds from a $30 million cash distribution from the Bank to the Company. The repurchase of the Series A Preferred Stock will save $2.0 million in annual dividends.

u   During the third quarter of 2012, the Company completed the redemption of $14 million fixed-rate subordinated debt, which will reduce approximately $1.5 million (pre-tax) of interest expense on an annual basis going forward.  A $15 million distribution from the Bank to the Company provided the cash for the redemption.  The Company incurred a charge of $601,300 in the third quarter of 2012, for the early payoff premium on the redemption of the subordinated debt.

u   Although the repurchase of the $40 million Series A Preferred Stock and the redemption of the $14 million fixed-rate subordinated debt reduced regulatory capital levels, capital ratios exceed regulatory requirements for a well-capitalized financial institution at the holding company and bank level at December 31, 2012.

Capital Ratios	Heritage Commerce Corp	Heritage Bank of Commerce	Well-Capitalized Financial Institution Regulatory Guidelines
Total Risk-Based	16.2%	15.3%	10.0%
Tier 1 Risk-Based	15.0%	14.0%	6.0%
Leverage	11.5%	10.7%	5.0%

Operating Results

Net interest income, before the provision for loan losses, increased 4% to $12.2 million in the fourth quarter of 2012, from $11.8 million in the fourth quarter a year ago, and increased 3% from $11.8 million in the third quarter of 2012, primarily due to an increase in the average balance of loans and investment securities, and a decrease in the rates paid on interest-bearing liabilities. For the year ended December 31, 2012, net interest income was $48.4 million, compared to $46.2 million a year ago, primarily due to an increase in the average balance of investment securities, and a decrease in the average balance and rates paid on interest-bearing liabilities, partially offset by a decrease in the average balance of loans.

“As anticipated, the net interest margin continued to be impacted as a result of lower rates on loan renewals.  Also impacting the net interest margin this quarter was our significantly increased short-term deposits at the Federal Reserve Bank which was a result of the aforementioned short-term demand deposits from one customer,” commented Mr. Kaczmarek.  For the fourth quarter 2012, the net interest margin was 3.74%, down 3 basis points from 3.77% for the third quarter of 2012 and down 13 basis points from 3.87% a year ago.  Excluding the impact of ten basis points to the net interest margin as a result of the large fluctuating short-term demand deposits from one customer, the net interest margin for the fourth quarter of 2012 was 3.85%.  For the year ended December 31, 2012, the net interest margin was 3.88%, compared to 3.94% a year ago.  The net interest margin for the quarter and year ended December 31, 2012 compared to the comparable period in 2011 also declined from lower yields on securities and loans, partially offset by a lower cost of funds.

The provision for loan losses declined to $669,000 for the fourth quarter of 2012, compared to $1.2 million for the same quarter a year ago and $1.2 million for the third quarter of 2012.  For the year ended December 31, 2012, the provision for loan losses was $2.8 million, compared to $4.5 million a year ago.

Primarily due to lower gains on the sales of securities and SBA loans, noninterest income was $2.1 million for the fourth quarter of 2012, compared to $2.4 million for the fourth quarter a year ago, and $2.9 million for the third quarter of 2012.  Noninterest income for the year ended December 31, 2012 was $8.9 million, compared to $8.4 million a year ago.  The increase was primarily due to a higher gain on sales of securities, partially offset by a lower gain on sales of SBA loans.

The Company sold $14.2 million of agency mortgage-backed securities for a gain of $396,000 during the fourth quarter of 2012, compared to $459,000 gain on the sales of securities during the fourth quarter of 2011, and a $1.1 million gain on the sales of securities during the third quarter of 2012.

Noninterest expense was $9.8 million for the fourth quarter 2012, compared to $9.9 million for the fourth quarter of 2011, and $10.1 million for the third quarter of 2012.  Noninterest expense for the year ended December 31, 2012 was $40.3 million, compared to $39.6 million a year ago. “The increase in expenses from year to year primarily resulted from the early payoff premium on the redemption of the $14 million fixed-rate subordinated debt, which resulted in a  charge of $601,300 during the third quarter of 2012,” added  Mr. Kaczmarek.  The redemption of the fixed-rate subordinated debt will reduce approximately $1.5 million (pre-tax) of interest expense on an annual basis going forward.

Income tax expense for the fourth quarter of 2012 was $1.2 million, compared to $234,000 for the fourth quarter of 2011 (net of the elimination of a $700,000 partial valuation allowance on the Company’s deferred tax asset), and $939,000 for the third quarter of 2012. For the year ended December 31, 2012, income tax expense was $4.3 million, compared to a tax benefit of $834,000 a year ago. The income tax benefit for the year ended December 31, 2011 included the elimination of a $3.7 million partial valuation allowance on the Company’s deferred tax asset.

The efficiency ratio for the fourth quarter of 2012 was 68.45%, compared to 69.38% for the fourth quarter of 2011, and 68.69% for the third quarter of 2012.  The efficiency ratio was 70.32% for the year ended December 31, 2012, compared to 72.51% for the year ended December 31, 2011.

Balance Sheet Review, Capital Management and Credit Quality

The Company’s total assets increased 30% to $1.69 billion at December 31, 2012, from $1.31 billion a year ago, and increased 25% from $1.36 billion at September 30, 2012.  Excluding the short-term deposits of $271.9 million at the Federal Reserve Bank offsetting the short-term demand deposits from one customer, total assets at December 31, 2012 increased 9% from December 31, 2011, and increased 5% from September 30, 2012.

The investment securities available-for-sale portfolio totaled $367.9 million at December 31, 2012, a decrease of 3% from $380.5 million at December 31, 2011, and a decrease of 10% from $410.8 million at September 30, 2012.  At December 31, 2012, the securities available-for-sale portfolio was comprised of $291.2 million agency mortgage-backed securities (all issued by U.S. Government sponsored entities), $55.6 million of corporate bonds, and $21.1 million of single entity issue trust preferred securities.

At December 31, 2012, investment securities held-to-maturity totaled $51.5 million, compared to no investment securities held-to-maturity at December 31, 2011 and $25.6 million at September 30, 2012.  At December 31, 2012, the securities held-to-maturity portfolio, at amortized cost, was comprised of $34.9 million tax-exempt municipal bonds and $16.6 million agency mortgage-backed securities.

Loans, excluding loans held-for-sale, totaled $812.3 million at December 31, 2012, an increase of 6% from $764.6 million at December 31, 2011, and an increase of 2% from $799.4 million at September 30, 2012.  The loan portfolio remains well-diversified with commercial and industrial (“C&I”) loans accounting for 46% of the portfolio at December 31, 2012.  Commercial and residential real estate loans accounted for 44% of the total loan portfolio, of which 51% were owner-occupied by businesses.  Consumer and home equity loans accounted for 7% of total loans, and land and construction loans accounted for the remaining 3% of total loans at December 31, 2012.

“With the continued improvement in the regional economy and the marketing efforts by our seasoned bankers, we are generating a consistent pipeline of lending opportunities,” said Mr. Kaczmarek.  “With our recent hires at the end of 2012, we expect to expand our efforts in C&I, real estate, and SBA lending,” continued Mr. Kaczmarek.

The yield on the loan portfolio was 5.00% for the fourth quarter of 2012, compared to 5.39% for the same period in 2011, and 5.10% for the third quarter of 2012.  The yield on the loan portfolio was 5.18% for the year ended December 31, 2012, compared to 5.32% for the same period in 2011.  The decrease in the yield on the loan portfolio for the quarter and year ended December 31 2012, compared to the comparable period in 2011, was primarily a result of lower rates on loan renewals.

Nonperforming assets (“NPAs”) were $19.5 million, or 1.15% of total assets, at December 31, 2012, compared to $19.1 million, or 1.47% of total assets, a year ago.  NPAs were 1.37% of total assets at December 31, 2012, excluding the short-term deposits of $271.9 million at the Federal Reserve Bank offsetting the short-term demand deposits from one customer.  At September 30, 2012, NPAs totaled $22.0 million, or 1.62% of total assets.  The following is a breakout of NPAs at December 31, 2012:

	Balance		% of Total
Commercial and industrial loans	$	4,870	25%
Commercial real estate loans		4,676	24%
SBA loans		2,982	15%
Home equity and consumer loans		2,584	13%
Land and construction loans		2,223	12%
Foreclosed assets		1,270	7%
Restructured and loans over 90 days past due and accruing		859	4%
	$	19,464	100%

At December 31, 2012, the $19.5 million of NPAs included $943,000 of loans guaranteed by the SBA and $859,000 of restructured loans still accruing interest income.  Foreclosed assets were $1.3 million at December 31, 2012, compared to $2.3 million at December 31, 2011, and $2.9 million at September 30, 2012.

Classified assets (net of SBA guarantees) decreased to $36.8 million at December 31, 2012, from $59.5 million at December 31, 2011, and $46.0 million at September 30, 2012.

The following table summarizes the allowance for loan losses:

	For the Quarter Ended:
	December 31,		September 30,		December 31,
	2012		2012		2011
ALLOWANCE FOR LOAN LOSSES
(in $000's, unaudited)
Balance at beginning of quarter	$	19,124	$	20,023	$	21,049
Provision for loan losses during the quarter		669		1,200		1,230
Net charge-offs during the quarter		(766)		(2,099)		(1,579)
Balance at end of quarter	$	19,027	$	19,124	$	20,700
Total loans	$	812,313	$	799,393	$	764,591
Total nonperforming loans	$	18,194	$	19,118	$	16,830
Allowance for loan losses to total loans		2.34%		2.39%		2.71%
Allowance for loan losses to total nonperforming loans,
excluding nonaccrual loans - held-for-sale		104.58%		100.03%		124.37%

The decrease in the allowance for loan losses at December 31, 2012, compared to December 31, 2011 and September 30, 2012, was primarily due to improved risk grading and credit metrics on non-impaired real estate loans, as well as a decline in historical charge-off levels.

Deposits totaled $1.48 billion at December 31, 2012, compared to $1.05 billion at December 31, 2011, and $1.14 billion at September 30, 2012.  Total deposits, excluding brokered deposits and the short-term demand deposits of $271.9 million to one customer, were $1.1 billion at December 31, 2012, compared to $964.7 million at December 31, 2011, and $1.0 billion at September 30, 2012.  At December 31, 2012, brokered deposits increased 15% to $97.8 million, from $84.7 million at December 31, 2011, and increased 10% from $89.2 million at September 30, 2012.

The total cost of deposits decreased 6 basis points to 0.22% during the fourth quarter of 2012, from 0.28% during the fourth quarter of 2011, and decreased 2 basis points from 0.24% during the third quarter of 2012, primarily as a result of an increase in noninterest-bearing demand deposits.  The short-term demand deposits to one customer reduced the cost of deposits by one basis point during the fourth quarter of 2012.

Subordinated debt decreased to $9.3 million at December 31, 2012, compared to $23.7 million at December 31, 2011, as a result of the redemption of $14 million fixed-rate subordinated debt during the third quarter of 2012.  Subordinated debt was also $9.3 million at September 30, 2012.

Largely due to the $40 million repurchase of the Series A Preferred Stock during the first quarter of 2012, tangible equity was $167.7 million at December 31, 2012, compared to $195.3 million at December 31, 2011. Tangible equity was $166.9 million at September 30, 2012.  Tangible book value per common share was $5.63 at December 31, 2012, compared to $5.20 a year ago, and $5.60 at September 30, 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 December 31, 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.

Accumulated other comprehensive income was $2.7 million at December 31, 2012, compared to $955,000 a year ago, and $4.8 million at September 30, 2012. The components of other comprehensive income, net of taxes, at December 31, 2012 include the following: an unrealized gain on available-for-sale and held-to-maturity securities of $7.4 million; an unrealized loss on split dollar insurance contracts of ($2.3) million; an unrealized loss on the supplemental executive retirement plan of ($3.4) million; and an unrealized gain on interest-only strip from SBA loans of $1.0 million.

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 Quarter Ended:						Percent Change From:			For the Year Ended:
CONSOLIDATED STATEMENTS OF INCOME	Dec. 31,		Sep. 30,		Dec. 31,		Sep. 30,	Dec. 31,		Dec. 31,		Dec. 31,		Percent
(in $000's, unaudited)	2012		2012		2011		2012	2011		2012		2011		Change
Interest income	$	12,958	$	12,862	$	13,010	1%		0%	$	52,565	$	52,031	1%
Interest expense		747		1,038		1,222	-28%		-39%		4,187		5,875	-29%
Net interest income before provision for loan losses		12,211		11,824		11,788	3%		4%		48,378		46,156	5%
Provision for loan losses		669		1,200		1,230	-44%		-46%		2,784		4,469	-38%
Net interest income after provision for loan losses		11,542		10,624		10,558	9%		9%		45,594		41,687	9%
Noninterest income:
Service charges and fees on deposit accounts		567		575		597	-1%		-5%		2,333		2,355	-1%
Servicing income		407		429		462	-5%		-12%		1,743		1,743	0%
Increase in cash surrender value of life insurance		428		434		436	-1%		-2%		1,720		1,706	1%
Gain on sales of securities		396		1,105		459	-64%		-14%		1,560		459	240%
Gain on sales of SBA loans		69		221		337	-69%		-80%		702		1,461	-52%
Other		237		184		132	29%		80%		807		698	16%
Total noninterest income		2,104		2,948		2,423	-29%		-13%		8,865		8,422	5%
Noninterest expense:
Salaries and employee benefits		5,342		5,336		5,069	0%		5%		21,722		20,574	6%
Occupancy and equipment		993		1,041		1,002	-5%		-1%		3,997		4,083	-2%
Professional fees		608		587		859	4%		-29%		2,876		2,861	1%
Premium on redemption of subordinated debt		-		601		-	-100%		N/A		601		-	N/A
Other		2,856		2,582		2,930	11%		-3%		11,060		12,054	-8%
Total noninterest expense		9,799		10,147		9,860	-3%		-1%		40,256		39,572	2%
Income before income taxes		3,847		3,425		3,121	12%		23%		14,203		10,537	35%
Income tax expense (benefit)		1,178		939		234	25%		403%		4,294		(834)	615%
Net income		2,669		2,486		2,887	7%		-8%		9,909		11,371	-13%
Dividends and discount accretion on preferred stock		-		-		(601)	N/A		-100%		(1,206)		(2,333)	-48%
Net income available to common shareholders	$	2,669	$	2,486	$	2,286	7%		17%	$	8,703	$	9,038	-4%
PER COMMON SHARE DATA
(unaudited)
Basic earnings per share	$	0.08	$	0.08	$	0.07	0%		14%	$	0.27	$	0.28	-4%
Diluted earnings per share	$	0.08	$	0.08	$	0.07	0%		14%	$	0.27	$	0.28	-4%
Common shares outstanding at period-end		26,322,147		26,320,184		26,295,001	0%		0%		26,322,147		26,295,001	0%
Pro forma common shares outstanding at period-end, assuming
Series C preferred stock was converted into common stock		31,923,147		31,921,184		31,896,001	0%		0%		31,923,147		31,896,001	0%
Book value per share	$	5.71	$	5.68	$	5.30	1%		8%	$	5.71	$	5.30	8%
Tangible book value per share	$	5.63	$	5.60	$	5.20	1%		8%	$	5.63	$	5.20	8%
Pro forma tangible book value per share, assuming Series C
preferred stock was converted into common stock	$	5.25	$	5.23	$	4.90	0%		7%	$	5.25	$	4.90	7%
KEY FINANCIAL RATIOS
(unaudited)
Annualized return on average equity		6.25%		5.91%		5.83%	6%		7%		5.75%		6.02%	-4%
Annualized return on average tangible equity		6.32%		5.99%		5.90%	6%		7%		5.83%		6.11%	-5%
Annualized return on average assets		0.75%		0.73%		0.86%	3%		-13%		0.73%		0.89%	-18%
Annualized return on average tangible assets		0.75%		0.73%		0.86%	3%		-13%		0.73%		0.89%	-18%
Net interest margin		3.74%		3.77%		3.87%	-1%		-3%		3.88%		3.94%	-2%
Efficiency ratio		68.45%		68.69%		69.38%	0%		-1%		70.32%		72.51%	-3%
AVERAGE BALANCES
(in $000's, unaudited)
Average assets	$	1,409,298	$	1,359,990	$	1,327,597	4%		6%	$	1,353,434	$	1,275,210	6%
Average tangible assets	$	1,407,222	$	1,357,789	$	1,325,027	4%		6%	$	1,351,176	$	1,272,448	6%
Average earning assets	$	1,305,332	$	1,247,309	$	1,207,869	5%		8%	$	1,249,020	$	1,170,177	7%
Average loans held-for-sale	$	3,036	$	3,036	$	3,513	0%		-14%	$	2,735	$	6,387	-57%
Average total loans	$	796,045	$	788,549	$	773,658	1%		3%	$	784,297	$	797,681	-2%
Average deposits	$	1,191,895	$	1,125,283	$	1,056,201	6%		13%	$	1,123,762	$	1,019,450	10%
Average demand deposits - noninterest-bearing	$	457,214	$	393,204	$	353,588	16%		29%	$	392,131	$	334,676	17%
Average interest-bearing deposits	$	734,681	$	732,079	$	702,613	0%		5%	$	731,631	$	684,774	7%
Average interest-bearing liabilities	$	745,067	$	753,436	$	726,341	-1%		3%	$	752,201	$	710,121	6%
Average equity	$	170,004	$	167,407	$	196,587	2%		-14%	$	172,193	$	188,940	-9%
Average tangible equity	$	167,928	$	165,206	$	194,017	2%		-13%	$	169,935	$	186,178	-9%

	End of Period:						Percent Change From:
CONSOLIDATED BALANCE SHEETS	Dec. 31,		Sep. 30,		Dec. 31,		Sep. 30,	Dec. 31,
(in $000's, unaudited)	2012		2012		2011		2012	2011
ASSETS
Cash and due from banks	$	16,520	$	23,345	$	20,861	-29%	-21%
Federal funds sold and interest-bearing
deposits in other financial institutions		357,045		8,165		52,011	4273%	586%
Securities available-for-sale, at fair value		367,912		410,756		380,455	-10%	-3%
Securities held-to-maturity, at amortized cost (fair value of $50,964 at December 31, 2012)		51,472		25,592		-	101%	N/A
Loans held-for-sale - SBA, including deferred costs		3,409		1,476		753	131%	353%
Loans held-for-sale - other, including deferred costs		-		-		413	N/A	-100%
Loans:
Commercial		375,469		377,520		366,590	-1%	2%
Real estate:
Commercial and residential		354,934		336,573		311,479	5%	14%
Land and construction		22,352		24,068		23,016	-7%	-3%
Home equity		43,865		45,565		52,017	-4%	-16%
Consumer		15,714		15,649		11,166	0%	41%
Loans		812,334		799,375		764,268	2%	6%
Deferred loan (fees) costs, net		(21)		18		323	-217%	-107%
Total loans, including deferred fees		812,313		799,393		764,591	2%	6%
Allowance for loan losses		(19,027)		(19,124)		(20,700)	-1%	-8%
Loans, net		793,286		780,269		743,891	2%	7%
Company owned life insurance		48,358		47,929		46,388	1%	4%
Premises and equipment, net		7,469		7,627		7,980	-2%	-6%
Intangible assets		2,000		2,123		2,491	-6%	-20%
Accrued interest receivable and other assets		45,841		48,758		50,951	-6%	-10%
Total assets	$	1,693,312	$	1,356,040	$	1,306,194	25%	30%
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits:
Demand, noninterest-bearing	$	727,684	$	405,880	$	344,303	79%	111%
Demand, interest-bearing		155,951		159,361		134,119	-2%	16%
Savings and money market		272,047		281,579		282,478	-3%	-4%
Time deposits - under $100		25,157		26,513		28,557	-5%	-12%
Time deposits - $100 and over		190,502		170,430		168,874	12%	13%
Time deposits - brokered		97,807		89,172		84,726	10%	15%
CDARS - money market and time deposits		10,220		5,098		6,371	100%	60%
Total deposits		1,479,368		1,138,033		1,049,428	30%	41%
Subordinated debt		9,279		9,279		23,702	0%	-61%
Accrued interest payable and other liabilities		34,924		39,727		35,233	-12%	-1%
Total liabilities		1,523,571		1,187,039		1,108,363	28%	37%
Shareholders' Equity:
Series A preferred stock, net		-		-		39,013	N/A	-100%
Series C preferred stock, net		19,519		19,519		19,519	0%	0%
Common stock		131,820		131,615		131,172	0%	0%
Retained earnings		15,721		13,052		7,172	20%	119%
Accumulated other comprehensive income		2,681		4,815		955	-44%	181%
Total shareholders' equity		169,741		169,001		197,831	0%	-14%
Total liabilities and shareholders' equity	$	1,693,312	$	1,356,040	$	1,306,194	25%	30%

	End of Period:						Percent Change From:
	December 31,		September 30,		December 31,		September 30,	December 31,
	2012		2012		2011		2012	2011
CREDIT QUALITY DATA
(in $000's, unaudited)
Nonaccrual loans - held-for-sale	$	-	$	-	$	186	N/A	-100%
Nonaccrual loans - held-for-investment		17,335		17,396		14,353	0%	21%
Restructured and loans over 90 days past due and still accruing		859		1,722		2,291	-50%	-63%
Total nonperforming loans		18,194		19,118		16,830	-5%	8%
Foreclosed assets		1,270		2,889		2,312	-56%	-45%
Total nonperforming assets	$	19,464	$	22,007	$	19,142	-12%	2%
Other restructured loans still accruing	$	1,450	$	704	$	1,270	106%	14%
Net charge-offs during the quarter	$	766	$	2,099	$	1,579	-64%	-51%
Provision for loan losses during the quarter	$	669	$	1,200	$	1,230	-44%	-46%
Allowance for loan losses	$	19,027	$	19,124	$	20,700	-1%	-8%
Classified assets*	$	36,810	$	46,002	$	59,539	-20%	-38%
Allowance for loan losses to total loans		2.34%		2.39%		2.71%	-2%	-14%
Allowance for loan losses to total nonperforming loans		104.58%		100.03%		122.99%	5%	-15%
Allowance for loan losses to total nonperforming loans,
excluding nonaccrual loans - held-for-sale		104.58%		100.03%		124.37%	5%	-16%
Nonperforming assets to total assets		1.15%		1.62%		1.47%	-29%	-22%
Nonperforming loans to total loans plus
nonaccrual loans - held-for-sale		2.24%		2.39%		2.20%	-6%	2%
Classified assets* to Heritage Commerce Corp Tier 1
capital plus allowance for loan losses		21%		27%		27%	-22%	-22%
Classified assets* to Heritage Bank of Commerce Tier 1
capital plus allowance for loan losses		22%		28%		30%	-21%	-27%
OTHER PERIOD-END STATISTICS
(in $000's, unaudited)
Heritage Commerce Corp:
Tangible equity	$	167,741	$	166,878	$	195,340	1%	-14%
Tangible common equity	$	148,222	$	147,359	$	136,808	1%	8%
Shareholders' equity / total assets		10.02%		12.46%		15.15%	-20%	-34%
Tangible equity / tangible assets		9.92%		12.33%		14.98%	-20%	-34%
Tangible common equity / tangible assets		8.76%		10.88%		10.49%	-19%	-16%
Loan to deposit ratio		54.91%		70.24%		72.86%	-22%	-25%
Noninterest-bearing deposits / total deposits		49.19%		35.67%		32.81%	38%	50%
Total risk-based capital ratio		16.2%		16.1%		21.9%	1%	-26%
Tier 1 risk-based capital ratio		15.0%		14.8%		20.6%	1%	-27%
Leverage ratio		11.5%		11.6%		15.3%	-1%	-25%
Heritage Bank of Commerce:
Total risk-based capital ratio		15.3%		15.1%		19.7%	1%	-22%
Tier 1 risk-based capital ratio		14.0%		13.8%		18.5%	1%	-24%
Leverage ratio		10.7%		10.9%		13.7%	-2%	-22%
*Net of SBA guarantees

	For the Quarter Ended					For the Quarter Ended
	December 31, 2012					December 31, 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(1)	$	799,081	$	10,046	5.00%	$	777,171	$	10,565	5.39%
Securities - taxable		422,830		2,765	2.60%		344,931		2,391	2.75%
Securities - tax exempt(2)		16,878		165	3.88%		-		-	-
Federal funds sold and interest-bearing
deposits in other financial institutions		66,543		40	0.24%		85,767		54	0.25%
Total interest earning assets(2)		1,305,332		13,016	3.97%		1,207,869		13,010	4.27%
Cash and due from banks		22,341					21,154
Premises and equipment, net		7,569					7,551
Intangible assets		2,076					2,570
Other assets		71,980					88,453
Total assets	$	1,409,298				$	1,327,597
Liabilities and shareholders' equity:
Deposits:
Demand, noninterest-bearing	$	457,214				$	353,588
Demand, interest-bearing		156,638		56	0.14%		134,683		50	0.15%
Savings and money market		278,019		123	0.18%		285,781		171	0.24%
Time deposits - under $100		25,668		27	0.42%		29,567		44	0.59%
Time deposits - $100 and over		176,144		226	0.51%		155,566		265	0.68%
Time deposits - brokered		92,702		222	0.95%		88,311		217	0.97%
CDARS - money market and time deposits		5,510		1	0.07%		8,705		4	0.18%
Total interest-bearing deposits		734,681		655	0.35%		702,613		751	0.42%
Total deposits		1,191,895		655	0.22%		1,056,201		751	0.28%
Subordinated debt		9,279		91	3.90%		23,702		471	7.88%
Short-term borrowings		1,107		1	0.36%		26		-	N/A
Total interest-bearing liabilities		745,067		747	0.40%		726,341		1,222	0.67%
Total interest-bearing liabilities and demand,
noninterest-bearing / cost of funds		1,202,281		747	0.25%		1,079,929		1,222	0.45%
Other liabilities		37,013					51,081
Total liabilities		1,239,294					1,131,010
Shareholders' equity		170,004					196,587
Total liabilities and shareholders' equity	$	1,409,298				$	1,327,597
Net interest income(2) / margin				12,269	3.74%			$	11,788	3.87%
Less tax equivalent adjustment(2)				(58)					-
Net interest income			$	12,211				$	11,788
(1)Includes loans held-for-sale. Yield amounts earned on loans include loan fees and costs. Nonaccrual loans are included in average balance.
(2)Reflects tax equivalent adjustment for tax exempt income based on a 35% tax rate.

	For the Year Ended					For the Year Ended
	December 31, 2012					December 31, 2011
			Interest		Average			Interest		Average
	Average		Income/		Yield/	Average		Income/		Yield/
	Balance		Expense		Rate	Balance		Expense		Rate
Assets:
Loans, gross(1)	$	787,032	$	40,800	5.18%	$	804,068	$	42,769	5.32%
Securities - taxable		404,913		11,519	2.84%		297,231		9,088	3.06%
Securities - tax exempt(2)		4,575		172	3.77%		-		-	-
Federal funds sold and interest-bearing
deposits in other financial institutions		52,500		134	0.26%		68,878		174	0.25%
Total interest earning assets(2)		1,249,020		52,625	4.21%		1,170,177		52,031	4.45%
Cash and due from banks		21,583					21,077
Premises and equipment, net		7,774					8,022
Intangible assets		2,258					2,762
Other assets		72,799					73,172
Total assets	$	1,353,434				$	1,275,210
Liabilities and shareholders' equity:
Deposits:
Demand, noninterest-bearing	$	392,131				$	334,676
Demand, interest-bearing		150,476		223	0.15%		133,538		238	0.18%
Savings and money market		288,980		611	0.21%		279,250		892	0.32%
Time deposits - under $100		27,337		132	0.48%		31,549		230	0.73%
Time deposits - $100 and Over		167,804		958	0.57%		131,756		1,298	0.99%
Time deposits - brokered		91,278		867	0.95%		92,278		1,217	1.32%
CDARS - money market and time deposits		5,756		9	0.16%		16,403		67	0.41%
Total interest-bearing deposits		731,631		2,800	0.38%		684,774		3,942	0.58%
Total deposits		1,123,762		2,800	0.25%		1,019,450		3,942	0.39%
Subordinated debt		19,052		1,383	7.26%		23,702		1,871	7.89%
Securities sold under agreement to repurchase		-		-	N/A		712		24	3.37%
Short-term borrowings		1,518		4	0.26%		933		38	4.07%
Total interest-bearing liabilities		752,201		4,187	0.56%		710,121		5,875	0.83%
Total interest-bearing liabilities and demand,
noninterest-bearing / cost of funds		1,144,332		4,187	0.37%		1,044,797		5,875	0.56%
Other liabilities		36,909					41,473
Total liabilities		1,181,241					1,086,270
Shareholders' equity		172,193					188,940
Total liabilities and shareholders' equity	$	1,353,434				$	1,275,210
Net interest income(2) / margin				48,438	3.88%				46,156	3.94%
Less tax equivalent adjustment(2)				(60)					-
Net interest income			$	48,378				$	46,156
(1)Includes loans held-for-sale. Yield amounts earned on loans include loan fees and costs. Nonaccrual loans are included in average balance.
(2)Reflects tax equivalent adjustment for tax exempt income based on a 35% tax rate.