HERITAGE COMMERCE CORP - Quarter Report: 2013 September (Form 10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


(MARK ONE)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 000-23877

Heritage Commerce Corp
(Exact name of Registrant as Specified in its Charter)


California (State or Other Jurisdiction of Incorporation or Organization)		77-0469558 (I.R.S. Employer Identification No.)
150 Almaden Boulevard, San Jose, California (Address of Principal Executive Offices)		95113 (Zip Code)

(408) 947-6900
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ý NO o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer ý		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO ý

The Registrant had 26,345,329 shares of Common Stock outstanding on October 30, 2013.

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HERITAGE COMMERCE CORP
QUARTERLY REPORT ON FORM 10-Q
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		Page No.

Cautionary Note on Forward-Looking Statements		3
Part I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (unaudited)	5
	Consolidated Balance Sheets	5
	Consolidated Statements of Income	6
	Consolidated Statements of Comprehensive Income	7
	Consolidated Statements of Changes in Shareholders' Equity	8
	Consolidated Statements of Cash Flows	9
	Notes to Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	77
Item 4.	Controls and Procedures	77
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	79
Item 1A.	Risk Factors	79
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	79
Item 3.	Defaults Upon Senior Securities	79
Item 4.	Mine Safety Disclosures	79
Item 5.	Other Information	79
Item 6.	Exhibits	80
SIGNATURES		81
EXHIBIT INDEX		82

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Cautionary Note Regarding Forward-Looking Statements

This Report on Form 10-Q contains various statements that may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These forward-looking statements often can be, but are not always, identified by the use of words such as "assume," "expect," "intend," "plan," "project," "believe," "estimate," "predict," "anticipate," "may," "might," "should," "could," "goal," "potential" and similar expressions. We base these forward-looking statements on our current expectations and projections about future events, our assumptions regarding these events and our knowledge of facts at the time the statements are made. These statements include statements relating to our projected growth, anticipated future financial performance, and management's long-term performance goals, as well as statements relating to the anticipated effects on results of operations and financial condition.

These forward-looking statements are subject to various risks and uncertainties that may be outside our control and our actual results could differ materially from our projected results. In addition, our past results of operations do not necessarily indicate our future results. The forward-looking statements could be affected by many factors, including but not limited to:

•: Competition for loans and deposits and failure to attract or retain deposits and loans;
•: 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;
•: Risks associated with concentrations in real estate related loans;
•: 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;
•: 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;
•: Stability of funding sources and continued availability of borrowings;
•: Our ability to raise capital or incur debt on reasonable terms;
•: Regulatory limits on Heritage Bank of Commerce's ability to pay dividends to the Company;
•: Continued volatility in credit and equity markets and its effect on the global economy;
•: The impact of reputational risk on such matters as business generation and retention, funding and liquidity;
•: Oversupply of inventory and continued deterioration in values of California commercial real estate;
•: A prolonged slowdown in construction activity;
•: 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;
•: The effects of security breaches and computer viruses that may affect our computer systems;
•: Changes in consumer spending, borrowings and saving habits;

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•: Changes in the competitive environment among financial or bank holding companies and other financial service providers;
•: The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters;
•: 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;
•: The ability to increase market share and control expenses; and
•: Our success in managing the risks involved in the foregoing items.

We are not able to predict all the factors that may affect future results. You should not place undue reliance on any forward looking statement, which speaks only as of the date of this Report on Form 10-Q. Except as required by applicable laws or regulations, we do not undertake any obligation to update or revise any forward looking statement, whether as a result of new information, future events or otherwise.

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Part I—FINANCIAL INFORMATION

ITEM 1—CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

HERITAGE COMMERCE CORP

CONSOLIDATED BALANCE SHEETS (Unaudited)

	September 30, 2013			December 31, 2012

	(Dollars in thousands)
Assets
Cash and due from banks	$	32,571		$	16,520
Interest-bearing deposits in other financial institutions		9,327			357,045

Total cash and cash equivalents		41,898			373,565
Securities available-for-sale, at fair value		280,471			367,912
Securities held-to-maturity, at amortized cost (fair value of $80,505 at September 30, 2013 and $50,964 at December 31, 2012)		89,732			51,472
Loans held-for-sale—SBA, at lower of cost or fair value, including deferred costs		6,975			3,409
Loans, net of deferred fees		893,052			812,313
Allowance for loan losses		(19,342	)		(19,027	)

Loans, net		873,710			793,286
Federal Home Loan Bank and Federal Reserve Bank stock, at cost		10,792			10,728
Company owned life insurance		49,598			48,358
Premises and equipment, net		7,390			7,469
Intangible assets		1,645			2,000
Accrued interest receivable and other assets		38,424			35,113

Total assets	$	1,400,635		$	1,693,312

Liabilities and Shareholders' Equity
Liabilities:
Deposits:
Demand, noninterest-bearing	$	409,269		$	727,684
Demand, interest-bearing		178,783			155,951
Savings and money market		312,991			272,047
Time deposits—under $100		22,029			25,157
Time deposits—$100 and over		195,321			190,502
Time deposits—brokered		62,833			97,807
CDARS—money market and time deposits		14,311			10,220

Total deposits		1,195,537			1,479,368
Subordinated debt		—			9,279
Accrued interest payable and other liabilities		34,613			34,924

Total liabilities		1,230,150			1,523,571
Shareholders' equity:
Preferred stock, no par value; 10,000,000 shares authorized
Series C convertible perpetual preferred stock, 21,004 shares issued and outstanding at September 30, 2013 and December 31, 2012 (liquidation preference of $21,004 at September 30, 2013 and December 31, 2012)		19,519			19,519
Common stock, no par value; 60,000,000 shares authorized; 26,341,021 shares issued and outstanding at September 30, 2013 and 26,322,147 shares issued and outstanding at December 31, 2012		132,298			131,820
Retained earnings		22,949			15,721
Accumulated other comprehensive (loss) income		(4,281	)		2,681

Total shareholders' equity		170,485			169,741

Total liabilities and shareholders' equity	$	1,400,635		$	1,693,312

See notes to consolidated financial statements

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HERITAGE COMMERCE CORP

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,

	2013			2012		2013			2012
	(Dollars in thousands, except per share data)
Interest income:
Loans, including fees	$	10,733		$	10,146	$	30,874		$	30,754
Securities, taxable		2,247			2,681		7,107			8,753
Securities, non-taxable		436			5		1,042			5
Interest-bearing deposits in other financial institutions		42			30		140			95

Total interest income		13,458			12,862		39,163			39,607

Interest expense:
Deposits		575			690		1,796			2,144
Subordinated debt		51			346		229			1,293
Short-term borrowings		1			2		1			3

Total interest expense		627			1,038		2,026			3,440

Net interest income before provision for loan losses		12,831			11,824		37,137			36,167
Provision (credit) for loan losses		(534	)		1,200		(804	)		2,115

Net interest income after provision for loan losses		13,365			10,624		37,941			34,052

Noninterest income:
Service charges and fees on deposit accounts		645			575		1,840			1,766
Increase in cash surrender value of life insurance		414			434		1,240			1,292
Servicing income		331			429		1,081			1,336
Gain on sales of SBA loans		103			221		373			633
Gain on sales of securities		—			1,105		38			1,164
Other		245			184		744			570

Total noninterest income		1,738			2,948		5,316			6,761

Noninterest expense:
Salaries and employee benefits		5,772			5,336		17,647			16,380
Occupancy and equipment		986			1,041		3,082			3,004
Professional fees		602			587		1,984			2,268
Software subscriptions		381			275		966			878
Low income housing investment losses		320			264		930			795
Data processing		259			252		838			744
Insurance expense		255			198		763			645
FDIC deposit insurance premiums		200			248		666			675
Correspondent bank charges		170			156		513			455
Foreclosed assets, net		8			9		(242	)		229
Subordinated debt redemption charges		—			601		167			601
Other		1,427			1,180		4,236			3,783

Total noninterest expense		10,380			10,147		31,550			30,457

Income before income taxes		4,723			3,425		11,707			10,356
Income tax expense		1,510			939		3,521			3,116

Net income		3,213			2,486		8,186			7,240
Dividends and discount accretion on preferred stock		—			—		—			(1,206	)

Net income available to common shareholders	$	3,213		$	2,486	$	8,186		$	6,034

Earnings per common share:
Basic	$	0.10		$	0.08	$	0.26		$	0.19
Diluted	$	0.10		$	0.08	$	0.26		$	0.19
Dividends per share	$	0.03		$	—	$	0.03		$	—

See notes to consolidated financial statements

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HERITAGE COMMERCE CORP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2013			2012			2013			2012
	(Dollars in thousands)
Net income	$	3,213		$	2,486		$	8,186		$	7,240
Other comprehensive income (loss):
Change in net unrealized holding gains (losses) on available-for-sale securities and I/O strips		675			3,045			(12,033	)		6,814
Deferred income taxes		(284	)		(1,279	)		5,053			(2,862	)
Change in net unamortized unrealized gain on securities available-for-sale that were reclassified to securities held-to-maturity		(14	)		870			(42	)		870
Deferred income taxes		6			(365	)		18			(365	)
Reclassification adjustment for gains realized in income		—			(1,105	)		(38	)		(1,164	)
Deferred income taxes		—			464			16			489

Change in unrealized gains (losses) on securities and I/O strips, net of deferred income taxes		383			1,630			(7,026	)		3,782

Change in net pension and other benefit plan liability adjustment		44			38			109			134
Deferred income taxes		(18	)		(16	)		(45	)		(56	)

Change in pension and other benefit plan liability, net of deferred income taxes		26			22			64			78

Other comprehensive income (loss)		409			1,652			(6,962	)		3,860

Total comprehensive income	$	3,622		$	4,138		$	1,224		$	11,100

See notes to consolidated financial statements

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HERITAGE COMMERCE CORP

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)

	Nine Months Ended September 30, 2013 and 2012

																		Accumulated Other Comprehensive Income/ (Loss)
	Preferred Stock									Common Stock
	Preferred Stock									Common Stock					Retained Earnings						Total Shareholders' Equity
	Shares			Amount			Discount			Shares		Amount			Retained Earnings						Total Shareholders' Equity
	(Dollars in thousands, except share data)
Balance, January 1, 2012		61,004		$	59,365		$	(833	)		26,295,001	$	131,172		$	7,172		$	955		$	197,831
Net income		—			—			—			—		—			7,240			—			7,240
Other comprehensive income		—			—			—			—		—			—			3,860			3,860
Repurchase of Series A preferred stock		(40,000	)		(40,000	)		—			—		—			—			—			(40,000	)
Series A preferred stock capitalized offering costs		—			154			—			—		—			(154	)		—			—
Issuance (forfeitures) of restricted stock awards, net		—			—			—			21,500		—			—			—			—
Amortization of restricted stock awards, net of forfeitures and taxes		—			—			—			—		86			—			—			86
Cash dividends accrued on Series A preferred stock		—			—			—			—		—			(373	)		—			(373	)
Accretion of discount on Series A preferred stock		—			—			833			—		—			(833	)		—			—
Stock option expense, net of fortfeitures and taxes		—			—			—			—		340			—			—			340
Stock options exercised		—			—			—			3,683		17			—			—			17

Balance, September 30, 2012		21,004		$	19,519		$	—			26,320,184	$	131,615		$	13,052		$	4,815		$	169,001

Balance, January 1, 2013		21,004		$	19,519		$	—			26,322,147	$	131,820		$	15,721		$	2,681		$	169,741
Net income		—			—			—			—		—			8,186			—			8,186
Other comprehensive loss		—			—			—			—		—			—			(6,962	)		(6,962	)
Issuance of restricted stock awards		—			—			—			10,000		—			—			—			—
Repurchase of warrant		—			—			—			—		(140	)		—			—			(140	)
Amortization of restricted stock awards, net of forfeitures and taxes		—			—			—			—		153			—			—			153
Stock option expense, net of forfeitures and taxes		—			—			—			—		430			—			—			430
Cash dividend declared on common stock, $0.03 per share		—			—			—			—		—			(958	)		—			(958	)
Stock options exercised		—			—			—			8,874		35			—			—			35

Balance, September 30, 2013		21,004		$	19,519		$	—			26,341,021	$	132,298		$	22,949		$	(4,281	)	$	170,485

See notes to consolidated financial statements

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HERITAGE COMMERCE CORP

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Nine Months Ended September 30,

	2013			2012
	(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	8,186		$	7,240
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of discounts and premiums on securities		1,894			1,781
Gain on sales of securities available-for-sale		(38	)		(1,164	)
Gain on sales of SBA loans		(373	)		(633	)
Proceeds from sale of SBA loans originated for sale		5,128			8,792
Net change in SBA loans originated for sale		(8,341	)		(8,882	)
Write-downs on other loans held-for-sale		—			87
Provision (credit) for loan losses		(804	)		2,115
Increase in cash surrender value of life insurance		(1,240	)		(1,292	)
Depreciation and amortization		539			569
Amortization of intangible assets		355			368
Gains on sale of foreclosed assets, net		(231	)		(135	)
Stock option expense, net		430			340
Amortization of restricted stock awards, net		153			86
Effect of changes in:
Accrued interest receivable and other assets		999			1,871
Accrued interest payable and other liabilities		1,395			481

Net cash provided by operating activities		8,052			11,624

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of securities available-for-sale		(8,334	)		(148,107	)
Purchase of securities held-to-maturity		(43,324	)		(6,821	)
Maturities/paydowns/calls of securities available-for-sale		55,206			82,766
Maturities/paydowns/calls of securities held-to-maturity		3,310			—
Proceeds from sale of securities available-for-sale		26,944			26,357
Net change in loans		(79,633	)		(40,360	)
Change in Federal Home Loan Bank and Federal Reserve Bank stock		(64	)		(976	)
Purchase of premises and equipment		(460	)		(216	)
Proceeds from sale of foreclosed assets		809			574
Proceeds from sale of other loans transferred to held-for-sale		—			220
Purchases of company owned life insurance		—			(249	)

Net cash used in investing activities		(45,546	)		(86,812	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits		(283,831	)		88,605
Repurchase of warrant		(140	)		—
Repayment of preferred stock		—			(40,000	)
Redemption of subordinated debt		(9,279	)		(14,423	)
Payment of cash dividends—Series A preferred stock		—			(373	)
Payment of cash dividends—common stock		(958	)		—
Exercise of stock options		35			17

Net cash provided by (used in) financing activities		(294,173	)		33,826

Net decrease in cash and cash equivalents		(331,667	)		(41,362	)
Cash and cash equivalents, beginning of period		373,565			72,872

Cash and cash equivalents, end of period	$	41,898		$	31,510

Supplemental disclosures of cash flow information:
Interest paid	$	2,110		$	3,927
Income taxes paid		3,365			2,230
Supplemental schedule of non-cash investing activity:
Due to broker for securities purchased	$	1,901		$	9,353
Loans transferred to foreclosed assets		33			1,973
Transfer securities from available-for-sale to held-to-maturity		—			15,498
Transfer of loans held-for-sale to loan portfolio		20			87

See notes to consolidated financial statements

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

1) Basis of Presentation

The unaudited consolidated financial statements of Heritage Commerce Corp (the "Company" or "HCC") and its wholly owned subsidiary, Heritage Bank of Commerce (the "Bank" or "HBC"), have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and notes required by accounting principles generally accepted in the United States of America ("GAAP") for annual financial statements are not included herein. The interim statements should be read in conjunction with the consolidated financial statements and notes that were included in the Company's Form 10-K for the year ended December 31, 2012. The Company also established the following unconsolidated subsidiary grantor trusts: Heritage Capital Trust I; Heritage Statutory Trust I; Heritage Statutory Trust II; and Heritage Commerce Corp Statutory Trust III, which were Delaware Statutory business trusts formed for the exclusive purpose of issuing and selling trust preferred securities. During the third quarter of 2012 the Company dissolved the Heritage Statutory Trust I and the Heritage Capital Trust I. During the third quarter of 2013 the Company dissolved the Heritage Statutory Trust II and the Heritage Commerce Corp Statutory Trust III.

HBC is a commercial bank serving customers located in Santa Clara, Alameda, and Contra Costa counties of California. No customer accounts for more than 10 percent of revenue for HBC or the Company. Management evaluates the Company's performance as a whole and does not allocate resources based on the performance of different lending or transaction activities. Accordingly, the Company and its subsidiary operate as one business segment.

In management's opinion, all adjustments necessary for a fair presentation of these consolidated financial statements have been included and are of a normal and recurring nature. All intercompany transactions and balances have been eliminated.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from these estimates.

The results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results expected for any subsequent period or for the entire year ending December 31, 2013.

Reclassifications

Certain reclassifications of prior year balances have been made to conform to the current year presentation. These reclassifications had no impact on the Company's consolidated financial position, results of operations or net change in cash and cash equivalents.

Adoption of New Accounting Standards

In February 2013, the FASB issued an accounting standards update with the primary objective of improving the reporting of reclassifications out of accumulated other comprehensive income ("AOCI"). For significant reclassifications that are required to be presented in their entirety in net income in the same reporting period by U.S. GAAP, the update requires an entity to report the effect of these

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

1) Basis of Presentation (Continued)

reclassifications out of AOCI on the respective line items of net income either on the face of the statement that reports net income or in the financial statement notes. For AOCI items that are not reclassified to net income in their entirety, presentation in the financial statement notes is required. This update is effective for public companies for fiscal years and interim periods within those years beginning after December 15, 2012, or the first quarter of 2013 for calendar year-end companies, and is required to be applied prospectively. The effect of adopting this standard did not have a material effect on the Company's operating results or financial condition, but the additional disclosures are included in Note 3.

2) Earnings Per Share

Basic earnings per common share is computed by dividing net income, less dividends and discount accretion on preferred stock, by the weighted average common shares outstanding. On June 21, 2010, the Company issued to various institutional investors 21,004 shares of Series C Convertible Perpetual Preferred Stock ("Series C Preferred Stock"). The Series C Preferred Stock is convertible into 5,601,000 shares of common stock when transferred in accordance with its terms. The Series C Preferred Stock participate in the earnings of the Company and, therefore, the shares issued on the conversion of the Series C Preferred Stock are considered outstanding under the two-class method of computing basic earnings per common share during periods of earnings. Diluted earnings per share reflect potential dilution from outstanding stock options and common stock warrant, using the treasury stock method. The common stock warrant was antidilutive for the nine months ended September 30, 2013 and for the three months and nine months ended September 30, 2012. The Company repurchased the warrant for $140,000 in the second quarter of 2013. A reconciliation of these factors used in computing basic and diluted earnings per common share is as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

	2013		2012		2013		2012
	(Dollars in thousands)
Net income available to common shareholders	$	3,213	$	2,486	$	8,186	$	6,034
Less: net income allocated to Series C Preferred Stock		563		436		1,436		1,059

Net income allocated to common shareholders	$	2,650	$	2,050	$	6,750	$	4,975

Weighted average common shares outstanding for basic earnings per common share		26,340,080		26,312,263		26,335,222		26,297,359
Dilutive effect of stock options oustanding, using the the treasury stock method		46,969		30,776		46,742		27,096

Shares used in computing diluted earnings per common share		26,387,049		26,343,039		26,381,965		26,324,455

Basic earnings per share	$	0.10	$	0.08	$	0.26	$	0.19
Diluted earnings per share	$	0.10	$	0.08	$	0.26	$	0.19

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

3) Accumulated Other Comprehensive Income ("AOCI")

The following table reflects the changes in AOCI by component for the periods indicated:

	For the Three Months Ended September 30, 2013 and 2012

	Unrealized Gains (Losses) on Available- for-Sale Securities and I/O Strips(1)			Unamortized Unrealized Gain on Available- for-Sale Securities Reclassified to Held-to- Maturity(1)			Defined Benefit Pension Plan Items(1)			Total(1)
	(Dollars in thousands)
Beginning balance July 1, 2013, net of taxes	$	494		$	481		$	(5,665	)	$	(4,690	)
Other comprehensive income (loss) before reclassification, net of taxes		391			—			(16	)		375
Amounts reclassified from other comprehensive income (loss), net of taxes		—			(8	)		42			34

Net current period other comprensive income (loss), net of taxes		391			(8	)		26			409

Ending balance September 30, 2013, net of taxes	$	885		$	473		$	(5,639	)	$	(4,281	)

Beginning balance July 1, 2012, net of taxes	$	8,362		$	—		$	(5,199	)	$	3,163
Other comprehensive income (loss) before reclassification, net of taxes		1,766			—			(19	)		1,747
Amounts reclassified from other comprehensive income (loss), net of taxes		(641	)		505			41			(95	)

Net current period other comprensive income, net of taxes		1,125			505			22			1,652

Ending balance September 30, 2012, net of taxes	$	9,487		$	505		$	(5,177	)	$	4,815

(1): Amounts in parenthesis indicate debits.

Table of Contents

HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

3) Accumulated Other Comprehensive Income ("AOCI") (Continued)

	For the Nine Months Ended September 30, 2013 and 2012

	Unrealized Gains (Losses) on Available- for-Sale Securities and I/O Strips(1)			Unamortized Unrealized Gain on Available- for-Sale Securities Reclassified to Held-to- Maturity(1)			Defined Benefit Pension Plan Items(1)			Total(1)
	(Dollars in thousands)
Beginning balance January 1, 2013, net of taxes	$	7,887		$	497		$	(5,703	)	$	2,681
Other comprehensive (loss) before reclassification, net of taxes		(6,980	)		—			(63	)		(7,043	)
Amounts reclassified from other comprehensive income (loss), net of taxes		(22	)		(24	)		127			81

Net current period other comprensive income (loss), net of taxes		(7,002	)		(24	)		64			(6,962	)

Ending balance September 30, 2013, net of taxes	$	885		$	473		$	(5,639	)	$	(4,281	)

Beginning balance January 1, 2012, net of taxes	$	6,210		$	—		$	(5,255	)	$	955
Other comprehensive income (loss) before reclassification, net of taxes		3,952			—			(44	)		3,908
Amounts reclassified from other comprehensive income (loss), net of taxes		(675	)		505			122			(48	)

Net current period other comprensive income, net of taxes		3,277			505			78			3,860

Ending balance September 30, 2012, net of taxes	$	9,487		$	505		$	(5,177	)	$	4,815

(1): Amounts in parenthesis indicate debits.

Table of Contents

HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

3) Accumulated Other Comprehensive Income ("AOCI") (Continued)

	Amounts Reclassified from AOCI(1) For the Three Months Ended September 30,

							Affected Line Item Where Net Income is Presented
Details About AOCI Components	2013			2012			Affected Line Item Where Net Income is Presented
	(Dollars in thousands)
Unrealized gains on available-for-sale securities and I/O strips	$	—		$	1,105		Realized gains on sale of securities
		—			(464	)	Income tax expense

		—			641		Net of tax

Amortization of unrealized gain on securities available-for-sale that were reclassified to securities held-to-maturity		14			(870	)	Interest income on taxable securities
		(6	)		365		Income tax expense

		8			(505	)	Net of tax

Amortization of defined benefit pension plan items(2)
Prior service cost		—			(7	)
Actuarial losses		(73	)		(63	)

		(73	)		(70	)	Income before income tax
		31			29		Income tax expense

		(42	)		(41	)	Net of tax

Total reclassification for the period	$	(34	)	$	95

(1): Amounts in parenthesis indicate debits.
(2): This AOCI component is included in the computation of net periodic benefit cost (see Note 7—Benefit Plans).

Table of Contents

HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

3) Accumulated Other Comprehensive Income ("AOCI") (Continued)

	Amounts Reclassified from AOCI(1) For the Nine Months Ended September 30,

							Affected Line Item Where Net Income is Presented
Details About AOCI Components	2013			2012			Affected Line Item Where Net Income is Presented
	(Dollars in thousands)
Unrealized gains on available-for-sale securities and I/O strips	$	38		$	1,164		Realized gains on sale of securities
		(16	)		(489	)	Income tax expense

		22			675		Net of tax

Amortization of unrealized gain on securities available-for-sale that were reclassified to securities held-to-maturity		42			(870	)	Interest income on taxable securities
		(18	)		365		Income tax expense

		24			(505	)	Net of tax

Amortization of defined benefit pension plan items(2)
Prior service cost		—			(21	)
Actuarial losses		(219	)		(189	)

		(219	)		(210	)	Income before income tax
		92			88		Income tax expense

		(127	)		(122	)	Net of tax

Total reclassification for the period	$	(81	)	$	48

(1): Amounts in parenthesis indicate debits.
(2): This AOCI component is included in the computation of net periodic benefit cost (see Note 7—Benefit Plans).

Table of Contents

HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

4) Securities

The amortized cost and estimated fair value of securities at September 30, 2013 and December 31, 2012 were as follows:

September 30, 2013	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value

	(Dollars in thousands)
Securities available-for-sale:
Agency mortgage-backed securities	$	210,728	$	4,193	$	(2,407	)	$	212,514
Corporate bonds		49,040		446		(1,739	)		47,747
Trust preferred securities		20,829		75		(694	)		20,210

Total	$	280,597	$	4,714	$	(4,840	)	$	280,471

Securities held-to-maturity:
Agency mortgage-backed securities	$	13,229	$	—	$	(316	)	$	12,913
Municipals—tax exempt		76,503		82		(8,993	)		67,592

Total	$	89,732	$	82	$	(9,309	)	$	80,505

December 31, 2012	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value

	(Dollars in thousands)
Securities available-for-sale:
Agency mortgage-backed securities	$	281,598	$	9,668	$	(22	)	$	291,244
Corporate bonds		53,739		1,849		—			55,588
Trust preferred securities		20,769		375		(64	)		21,080

Total	$	356,106	$	11,892	$	(86	)	$	367,912

Securities held-to-maturity:
Agency mortgage-backed securities	$	16,659	$	2	$	(177	)	$	16,484
Municipals—tax exempt		34,813		80		(413	)		34,480

Total	$	51,472	$	82	$	(590	)	$	50,964

Table of Contents

HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

4) Securities (Continued)

Securities with unrealized losses at September 30, 2013 and December 31, 2012, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:

	Less Than 12 Months					12 Months or More					Total

September 30, 2013	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(Dollars in thousands)
Securities available-for-sale:
Agency mortgage-backed securities	$	62,034	$	(2,254	)	$	2,731	$	(153	)	$	64,765	$	(2,407	)
Corporate bonds		35,744		(1,739	)		—		—			35,744		(1,739	)
Trust preferred securities		14,306		(694	)		—		—			14,306		(694	)

Total	$	112,084	$	(4,687	)	$	2,731	$	(153	)	$	114,815	$	(4,840	)

Securities held-to-maturity:
Agency mortgage-backed securities	$	4,380	$	(145	)	$	8,213	$	(172	)	$	12,593	$	(317	)
Municipals—Tax Exempt		59,680		(8,992	)		—		—			59,680		(8,992	)

Total	$	64,060	$	(9,137	)	$	8,213	$	(172	)	$	72,273	$	(9,309	)

	Less Than 12 Months					12 Months or More				Total

December 31, 2012	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(Dollars in thousands)
Securities available-for-sale:
Agency mortgage-backed securities	$	6,226	$	(22	)	$	—	$	—	$	6,226	$	(22	)
Trust preferred securities		5,705		(64	)		—		—		5,705		(64	)

Total	$	11,931	$	(86	)	$	—	$	—	$	11,931	$	(86	)

Securities held-to-maturity:
Agency mortgage-backed securities	$	15,789	$	(177	)	$	—	$	—	$	15,789	$	(177	)
Municipals—Tax Exempt		21,985		(413	)		—		—		21,985		(413	)

Total	$	37,774	$	(590	)	$	—	$	—	$	37,774	$	(590	)

There were no holdings of securities of any one issuer, other than the U.S. Government and its sponsored entities, in an amount greater than 10% of shareholders' equity. At September 30, 2013, the Company held 380 securities (160 available for sale and 220 held to maturity), of which 237 had fair values below amortized cost. Unrealized losses were due to higher interest rates. At September 30, 2013, there were $2.7 million of agency mortgage-backed securities available-for-sale, and $8.2 million of agency mortgage-backed securities held-to-maturity carried with an unrealized loss for over 12 months. The total unrealized loss for securities over 12 months was $325,000 at September 30, 2013. The issuers are of high credit quality and all principal amounts are expected to be paid when securities mature. The Company does not consider these securities to be other than temporarily impaired at September 30, 2013.

Table of Contents

HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

4) Securities (Continued)

At December 31, 2012, the Company held 269 securities (168 available-for-sale and 101 held-to-maturity), of which 70 had fair values below amortized cost. No securities had been carried with an unrealized loss for over 12 months. The Company does not consider these securities to be other-than-temporarily impaired at December 31, 2012.

The proceeds from sales of securities and the resulting gains and losses are listed below:

	Three Months Ended September 30,				Nine Months Ended September 30,

	2013		2012		2013			2012
	(Dollars in thousands)
Proceeds	$	—	$	24,077	$	26,944		$	26,357
Gross gains		—		1,105		310			1,164
Gross losses		—		—		(272	)		—

The amortized cost and estimated fair values of securities as of September 30, 2013, by contractual maturity, are shown below. The expected maturities will differ from contractual maturities if borrowers have the right to call or pre-pay obligations with or without call or pre-payment penalties. Securities not due at a single maturity date are shown separately.

	Available-for-sale

	Amortized Cost		Estimated Fair Value
	(Dollars in thousands)
Due after one through five years	$	2,028	$	2,124
Due after five through ten years		47,012		45,623
Due after ten years		20,829		20,210
Agency mortgage-backed securities		210,728		212,514

Total	$	280,597	$	280,471

	Held-to-maturity

	Amortized Cost		Estimated Fair Value
	(Dollars in thousands)
Due after five through ten years	$	2,751	$	2,658
Due after ten years		73,752		64,935
Agency mortgage-backed securities		13,229		12,912

Total	$	89,732	$	80,505

Table of Contents

HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

5) Loans

Loans were as follows:

	September 30, 2013			December 31, 2012

	(Dollars in thousands)
Loans held-for-investment:
Commercial	$	410,933		$	375,469
Real estate:
Commercial and residential		387,777			354,934
Land and construction		30,780			22,352
Home equity		50,100			43,865
Consumer		13,712			15,714

Loans		893,302			812,334
Deferred loan origination fees, net		(250	)		(21	)

Loans, net of deferred fees		893,052			812,313
Allowance for loan losses		(19,342	)		(19,027	)

Loans, net	$	873,710		$	793,286

Changes in the allowance for loan losses were as follows for the periods indicated:

	Three Months Ended September 30, 2013

	Commercial			Real Estate			Consumer			Total
	(Dollars in thousands)
Balance, beginning of period	$	12,811		$	6,388		$	143		$	19,342
Charge-offs		(254	)		(40	)		—			(294	)
Recoveries		820			7			1			828

Net (charge-offs)/recoveries		566			(33	)		1			534
Provision (credit) for loan losses		(10	)		(461	)		(63	)		(534	)

Balance, end of period	$	13,367		$	5,894		$	81		$	19,342

	Three Months Ended September 30, 2012

	Commercial			Real Estate			Consumer		Total
	(Dollars in thousands)
Balance, beginning of period	$	13,378		$	6,539		$	106	$	20,023
Charge-offs		(916	)		(1,334	)		—		(2,250	)
Recoveries		149			2			—		151

Net (charge-offs)/recoveries		(767	)		(1,332	)		—		(2,099	)
Provision (credit) for loan losses		661			525			14		1,200

Balance, end of period	$	13,272		$	5,732		$	120	$	19,124

Table of Contents

HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

5) Loans (Continued)

	Nine Months Ended September 30, 2013

	Commercial			Real Estate			Consumer			Total
	(Dollars in thousands)
Balance, beginning of period	$	12,866		$	6,034		$	127		$	19,027
Charge-offs		(1,213	)		(96	)		—			(1,309	)
Recoveries		2,158			269			1			2,428

Net (charge-offs)/recoveries		945			173			1			1,119
Provision (credit) for loan losses		(444	)		(313	)		(47	)		(804	)

Balance, end of period	$	13,367		$	5,894		$	81		$	19,342

	Nine Months Ended September 30, 2012

	Commercial			Real Estate			Consumer			Total
	(Dollars in thousands)
Balance, beginning of period	$	13,215		$	7,338		$	147		$	20,700
Charge-offs		(3,106	)		(1,480	)		—			(4,586	)
Recoveries		670			225			—			895

Net (charge-offs)/recoveries		(2,436	)		(1,255	)		—			(3,691	)
Provision (credit) for loan losses		2,493			(351	)		(27	)		2,115

Balance, end of period	$	13,272		$	5,732		$	120		$	19,124

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment, based on the impairment method at the following period-ends:

	September 30, 2013

	Commercial		Real Estate		Consumer		Total
	(Dollars in thousands)
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	2,426	$	827	$	25	$	3,278
Collectively evaluated for impairment		10,941		5,067		56		16,064

Total allowance balance	$	13,367	$	5,894	$	81	$	19,342

Loans:
Individually evaluated for impairment	$	5,736	$	9,259	$	132	$	15,127
Collectively evaluated for impairment		405,197		459,398		13,580		878,175

Total loan balance	$	410,933	$	468,657	$	13,712	$	893,302

Table of Contents

HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

5) Loans (Continued)

	December 31, 2012

	Commercial		Real Estate		Consumer		Total
	(Dollars in thousands)
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	1,963	$	760	$	17	$	2,740
Collectively evaluated for impairment		10,903		5,274		110		16,287

Total allowance balance	$	12,866	$	6,034	$	127	$	19,027

Loans:
Individually evaluated for impairment	$	10,161	$	9,336	$	147	$	19,644
Collectively evaluated for impairment		365,308		411,815		15,567		792,690

Total loan balance	$	375,469	$	421,151	$	15,714	$	812,334

The following table presents loans held-for-investment individually evaluated for impairment by class of loans as of September 30, 2013 and December 31, 2012. The recorded investment included in the following table represents loan principal net of any partial charge-offs recognized on the loans. The unpaid principal balance represents the recorded balance prior to any partial charge-offs.

	September 30, 2013						December 31, 2012

	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated		Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
	(Dollars in thousands)
With no related allowance recorded:
Commercial	$	682	$	598	$	—	$	7,829	$	6,978	$	—
Real estate:
Commercial and residential		3,452		3,452		—		2,755		2,741		—
Land and construction		1,794		1,794		—		2,310		2,223		—
Home Equity		2,059		2,059		—		2,141		2,141		—

Total with no related allowance recorded		7,987		7,903		—		15,035		14,083		—
With an allowance recorded:
Commercial		5,207		5,138		2,426		3,678		3,182		1,963
Real estate:
Commercial and residential		1,543		1,543		463		3,183		1,937		465
Land and construction		55		55		8		—		—		—
Home Equity		356		356		356		295		295		295
Consumer		132		132		25		147		147		17

Total with an allowance recorded		7,293		7,224		3,278		7,303		5,561		2,740

Total	$	15,280	$	15,127	$	3,278	$	22,338	$	19,644	$	2,740

Table of Contents

HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

5) Loans (Continued)

The following tables present interest recognized and cash-basis interest earned on impaired loans for the periods indicated:

	Three Months Ended September 30, 2013

			Real Estate
	Commercial		Commercial and Residential		Land and Construction		Home Equity		Consumer		Total
	(Dollars in thousands)
Average of impaired loans during the period	$	5,539	$	5,032	$	1,989	$	2,393	$	133	$	15,086
Interest income during impairment	$	—	$	—	$	—	$	—	$	—	$	—
Cash-basis interest earned	$	—	$	—	$	—	$	—	$	—	$	—

	Three Months Ended September 30, 2012

			Real Estate
	Commercial		Commercial and Residential		Land and Construction		Home Equity		Consumer		Total
	(Dollars in thousands)
Average of impaired loans during the period	$	11,138	$	3,329	$	2,228	$	546	$	156	$	17,397
Interest income during impairment	$	—	$	—	$	—	$	—	$	—	$	—
Cash-basis interest earned	$	—	$	—	$	—	$	—	$	—	$	—

	Nine Months Ended September 30, 2013

			Real Estate
	Commercial		Commercial and Residential		Land and Construction		Home Equity		Consumer		Total
	(Dollars in thousands)
Average of impaired loans during the period	$	7,342	$	5,061	$	2,095	$	2,414	$	138	$	17,050
Interest income during impairment	$	—	$	—	$	—	$	—	$	—	$	—
Cash-basis interest earned	$	—	$	—	$	—	$	—	$	—	$	—

	Nine Months Ended September 30, 2012

			Real Estate
	Commercial		Commercial and Residential		Land and Construction		Home Equity		Consumer		Total
	(Dollars in thousands)
Average of impaired loans during the period	$	11,294	$	3,051	$	2,615	$	281	$	83	$	17,324
Interest income during impairment	$	—	$	1	$	14	$	—	$	—	$	15
Cash-basis interest earned	$	—	$	1	$	14	$	—	$	—	$	15

Table of Contents

HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

5) Loans (Continued)

Nonperforming loans include both smaller dollar balance homogenous loans that are collectively evaluated for impairment and individually classified loans. Nonperforming loans were as follows at period-end:

	September 30,

	September 30,				December 31, 2012
	2013		2012		December 31, 2012
	(Dollars in thousands)
Nonaccrual loans—held-for-investment	$	14,615	$	17,396	$	17,335
Restructured and loans over 90 days past due and still accruing		502		1,722		859

Total nonperforming loans	$	15,117	$	19,118	$	18,194

Other restructured loans	$	10	$	704	$	1,450
Impaired loans, excluding loans held-for-sale	$	15,127	$	19,822	$	19,644

The following table presents the nonperforming loans by class as of September 30, 2013 and December 31, 2012:

	September 30, 2013						December 31, 2012

	Nonaccrual		Restructured and Loans Over 90 Days Past Due and Still Accruing		Total		Nonaccrual		Restructured and Loans Over 90 Days Past Due and Still Accruing		Total
	(Dollars in thousands)
Commercial	$	5,224	$	502	$	5,726	$	7,852	$	859	$	8,711
Real estate:
Commercial and residential		4,995		—		4,995		4,676		—		4,676
Land and construction		1,849		—		1,849		2,223		—		2,223
Home equity		2,415		—		2,415		2,437		—		2,437
Consumer		132		—		132		147		—		147

Total	$	14,615	$	502	$	15,117	$	17,335	$	859	$	18,194

Table of Contents

HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

5) Loans (Continued)

The following table presents the aging of past due loans as of September 30, 2013 by class of loans:

	September 30, 2013

	30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Loans Not Past Due		Total
	(Dollars in thousands)
Commercial	$	1,098	$	716	$	2,690	$	4,504	$	406,429	$	410,933
Real estate:
Commercial and residential		134		—		1,548		1,682		386,095		387,777
Land and construction		—		—		55		55		30,725		30,780
Home equity		—		—		447		447		49,653		50,100
Consumer		—				97		97		13,615		13,712

Total	$	1,232	$	716	$	4,837	$	6,785	$	886,517	$	893,302

The following table presents the aging of past due loans as of December 31, 2012 by class of loans:

	December 31, 2012

	30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Loans Not Past Due		Total
	(Dollars in thousands)
Commercial	$	1,699	$	355	$	5,120	$	7,174	$	368,295	$	375,469
Real estate:
Commercial and residential		1,603		—		3,290		4,893		350,041		354,934
Land and construction		—		—		78		78		22,274		22,352
Home equity		742		—		2,045		2,787		41,078		43,865
Consumer		—		—		—		—		15,714		15,714

Total	$	4,044	$	355	$	10,533	$	14,932	$	797,402	$	812,334

Past due loans 30 days or greater totaled $6,785,000 and $14,932,000 at September 30, 2013 and December 31, 2012, respectively, of which $5,603,000 and $12,020,000 were on nonaccrual. At September 30, 2013, there were also $9,012,000 loans less than 30 days past due included in nonaccrual loans held-for-investment. At December 31, 2012, there were also $5,315,000 loans less than 30 days past due included in nonaccrual loans held-for-investment. Management's classification of a loan as "nonaccrual" is an indication that there is reasonable doubt as to the full recovery of principal or interest on the loan. At that point, the Company stops accruing interest income, and reverses any uncollected interest that had been accrued as income. The Company begins recognizing interest income only as cash interest payments are received and it has been determined the collection of all outstanding principal is not in doubt. The loans may or may not be collateralized, and collection efforts are pursued.

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

5) Loans (Continued)

Credit Quality Indicators

Concentrations of credit risk arise when a number of customers are engaged in similar business activities, or activities in the same geographic region, or have similar features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions. The Company's loan portfolio is concentrated in commercial (primarily manufacturing, wholesale, and service) and real estate lending, with the balance in consumer loans. While no specific industry concentration is considered significant, the Company's lending operations are located in the Company's market areas that are dependent on the technology and real estate industries and their supporting companies. Thus, the Company's borrowers could be adversely impacted by a continued downturn in these sectors of the economy which could reduce the demand for loans and adversely impact the borrowers' ability to repay their loans.

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a quarterly basis. Nonclassified loans generally include those loans that are expected to be repaid in accordance with contractual loans terms. Classified loans are those loans that are assigned a substandard, substandard-nonaccrual, or doubtful risk rating using the following definitions:

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Substandard-Nonaccrual. Loans classified as substandard-nonaccrual are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. In addition, the Company no longer accrues interest on the loan because of the underlying weaknesses.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loss. Loans classified as loss are considered uncollectable or of so little value that their continuance as assets is not warranted. This classification does not necessarily mean that a loan has no recovery or salvage value; but rather, there is much doubt about whether, how much, or when the recovery would occur. Loans classified as loss are immediately charged off against the allowance for loan losses. Therefore, there is no balance to report at September 30, 2013 or December 31, 2012.

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

5) Loans (Continued)

The following table provides a summary of the loan portfolio by loan type and credit quality classification at September 30, 2013 and December 31, 2012:

	September 30, 2013						December 31, 2012

	Nonclassified		Classified		Total		Nonclassified		Classified		Total
	(Dollars in thousands)
Commercial	$	396,102	$	14,831	$	410,933	$	355,440	$	20,029	$	375,469
Real estate:
Commercial and residential		380,470		7,307		387,777		345,045		9,889		354,934
Land and construction		28,931		1,849		30,780		18,858		3,494		22,352
Home equity		47,364		2,736		50,100		41,187		2,678		43,865
Consumer		13,354		358		13,712		15,321		393		15,714

Total	$	866,221	$	27,081	$	893,302	$	775,851	$	36,483	$	812,334

Classified loans in the table above are gross of Small Business Administration ("SBA") guarantees.

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company's underwriting policy.

The recorded investment of troubled debt restructurings at September 30, 2013 was $2,045,000, which included $1,534,000 of nonaccrual loans and $511,000 of accruing loans. The book balance of troubled debt restructurings at December 31, 2012 was $4,107,000, which included $1,798,000 of nonaccrual loans and $2,309,000 of accruing loans. Approximately $722,000 and $1,152,000 in specific reserves were established with respect to these loans as of September 30, 2013 and December 31, 2012, respectively. As of September 30, 2013 and December 31, 2012, the Company had no additional amounts committed on any loan classified as a troubled debt restructuring.

There were no new loans modified as troubled debt restructurings during the three month period ended September 30, 2013. The following table presents loans by class modified as troubled debt restructurings during the three month period ended September 30, 2012:

	During the Three Months Ended September 30, 2012

Troubled Debt Restructurings:	Number of Contracts		Pre-modification Outstanding Recorded Investment		Post-modification Outstanding Recorded Investment
	(Dollars in thousands)
Consumer		2	$	91	$	91

Total		2	$	91	$	91

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

5) Loans (Continued)

The troubled debt restructurings described above increased the allowance for loan losses by $21,000 through the allocation of specific reserves, and resulted in no net charge-offs during the three month period ended September 30, 2012.

There were no new loans modified as troubled debt restructurings during the nine month period ended September 30, 2013. The following table presents loans by class modified as troubled debt restructurings during the nine month period ended September 30, 2012:

	During the Nine Months Ended September 30, 2012

Troubled Debt Restructurings:	Number of Contracts		Pre-modification Outstanding Recorded Investment		Post-modification Outstanding Recorded Investment
	(Dollars in thousands)
Commercial		3	$	163	$	163
Consumer		1		111		111

Total		4	$	274	$	274

The troubled debt restructurings described above increased the allowance for loan losses by $59,000 through the allocation of specific reserves, and resulted in no net charge-offs during the nine month period ended September 30, 2012.

A loan is considered to be in payment default when it is 30 days contractually past due under the modified terms. There were no defaults on troubled debt restructurings, within twelve months following the modification, during the three and nine month periods ended September 30, 2013 and 2012.

A loan that is a troubled debt restructuring on nonaccrual status may return to accruing status after a period of at least six months of consecutive payments in accordance with the modified terms.

6) Income Taxes

Some items of income and expense are recognized in different years for tax purposes than when applying generally accepted accounting principles, leading to timing differences between the Company's actual tax liability and the amount accrued for this liability based on book income. These temporary differences comprise the "deferred" portion of the Company's tax expense or benefit, which is accumulated on the Company's books as a deferred tax asset or deferred tax liability until such time as they reverse.

Realization of the Company's deferred tax assets is primarily dependent upon the Company generating sufficient taxable income to obtain benefit from the reversal of net deductible temporary differences and utilization of tax credit carryforwards and the net operating loss carryforwards for Federal and California state income tax purposes. The amount of deferred tax assets considered realizable is subject to adjustment in future periods based on estimates of future taxable income. Under generally accepted accounting principles, a valuation allowance is required to be recognized if it is "more likely than not" that a deferred tax asset will not be realized. The determination of the

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

6) Income Taxes (Continued)

realizability of the deferred tax assets is highly subjective and dependent upon judgment concerning management's evaluation of both positive and negative evidence, including forecasts of future income, cumulative losses, applicable tax planning strategies, and assessments of current and future economic and business conditions.

The Company had net deferred tax assets of $23,673,000, and $19,264,000, at September 30, 2013, and December 31, 2012, respectively. After consideration of the matters in the preceding paragraph, the Company determined that it is more likely than not that the net deferred tax asset at September 30, 2013 and December 31, 2012 will be fully realized in future years.

7) Benefit Plans

Supplemental Retirement Plan

The Company has a supplemental retirement plan (the "Plan") covering current and former key executives and directors. The Plan is a nonqualified defined benefit plan. Benefits are unsecured as there are no Plan assets. The following table presents the amount of periodic cost recognized for the periods indicated:

	Three Months Ended September 30,				Nine Months Ended September 30,

	2013		2012		2013		2012
	(Dollars in thousands)
Components of net periodic benefit cost:
Service cost	$	303	$	294	$	909	$	882
Interest cost		196		193		588		579
Amortization of prior service cost		—		7		—		21
Amortization of net actuarial loss		73		63		219		189

Net periodic benefit cost	$	572	$	557	$	1,716	$	1,671

Split-Dollar Life Insurance Benefit Plan

The Company maintains life insurance policies for current and former directors and officers that are subject to split-dollar life insurance agreements. The following table sets forth the funded status of the split-dollar life insurance benefits for the periods indicated:

	September 30, 2013		December 31, 2012

	(Dollars in thousands)
Change in projected benefit obligation
Projected benefit obligation at beginning of year	$	4,717	$	4,525
Interest cost		133		185
Actuarial gain		—		7

Projected benefit obligation at end of period	$	4,850	$	4,717

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

8) Preferred Stock

Series A Preferred Stock

On November 21, 2008, the Company issued 40,000 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock ("Series A Preferred Stock") to the U.S. Treasury under the terms of the U.S. Treasury Capital Purchase Program for $40,000,000 with a liquidation preference of $1,000 per share. On March 7, 2012, in accordance with approvals received from the U.S. Treasury and the Federal Reserve Board, the Company repurchased all of the Series A Preferred Stock and paid all of the related accrued and unpaid dividends. HCC used available cash and proceeds from a $30,000,000 distribution approved by the California Department of Financial Institutions from HBC to HCC. The repurchase of the Series A Preferred Stock accelerated the accretion of the remaining issuance discount on the Series A Preferred Stock. Total dividends and discount accretion on Preferred Stock, including accelerated accretion of approximately $765,000, reduced net income available to common shareholders by $1,206,000 in the first quarter of 2012. On June 12, 2013, the Company completed the repurchase of the common stock warrant issued to the U.S. Department of the Treasury on November 21, 2008, which was exercisable into 462,963 shares of common stock at an exercise price of $12.96. The Company repurchased the warrant for $140,000.

Series C Preferred Stock

On June 21, 2010, the Company issued to various institutional investors 21,004 shares of Series C Convertible Perpetual Preferred Stock ("Series C Preferred Stock"). The Series C Preferred Stock is mandatorily convertible into 5,601,000 shares of common stock at a conversion price of $3.75 per share upon a subsequent transfer of the Series C Preferred Stock to third parties not affiliated with the holder in a widely dispersed offering. The Series C Preferred Stock is non-voting except in the case of certain transactions that would affect the rights of the holders of the Series C Preferred Stock or applicable law. Holders of Series C Preferred Stock will receive dividends if and only to the extent dividends are paid to holders of common stock. The Series C Preferred Stock is not redeemable by the Company or by the holders and has a liquidation preference of $1,000 per share. The Series C Preferred Stock ranks senior to the Company's common stock.

9) Fair Value

Accounting guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data (for example, interest rates and yield curves observable at commonly quoted intervals, prepayment speeds, credit risks, and default rates).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

9) Fair Value (Continued)

Level 3: Significant unobservable inputs that reflect a reporting entity's own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Financial Assets and Liabilities Measured on a Recurring Basis

The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities' relationship to other benchmark quoted securities (Level 2 inputs).

The fair value of interest-only ("I/O") strip receivable assets is based on a valuation model used by a third party. The Company is able to compare the valuation model inputs and results to widely available published industry data for reasonableness (Level 2 inputs).

			Fair Value Measurements Using

	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Assets at September 30, 2013:
Available-for-sale securities:
Agency mortgage-backed securities	$	212,514		—	$	212,514		—
Corporate bonds		47,747		—		47,747		—
Trust preferred securities		20,210		—		20,210		—
I/O strip receivables		1,647		—		1,647		—
Assets at December 31, 2012:
Available-for-sale securities:
Agency mortgage-backed securities	$	291,244		—	$	291,244		—
Corporate bonds		55,588		—		55,588		—
Trust preferred securities		21,080		—		21,080		—
I/O strip receivables		1,786				1,786		—

There were no transfers between Level 1 and Level 2 during the period for assets measured at fair value on a recurring basis.

Assets and Liabilities Measured on a Non-Recurring Basis

The fair value of loans held-for-sale is generally based on obtaining bids and broker indications on the estimated value of these loans held-for-sale, resulting in a Level 2 classification.

The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. The appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

9) Fair Value (Continued)

routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Foreclosed assets are valued at the time the loan is foreclosed upon and the asset is transferred to foreclosed assets. The fair value is based primarily on third party appraisals, less costs to sell. The appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales and income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

			Fair Value Measurements Using

	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Assets at September 30, 2013:
Impaired loans—held-for-investment:
Commercial	$	3,012		—		—	$	3,012
Real estate:
Commercial and residential		2,984		—		—		2,984
Land and construction		1,363		—		—		1,363
Consumer		107		—		—		107

	$	7,466		—		—	$	7,466

Foreclosed assets:
Commercial	$	29		—		—	$	29
Land and construction		602		—		—		602

	$	631		—		—	$	631

Assets at December 31, 2012:
Impaired loans—held-for-investment:
Commercial	$	3,645		—		—	$	3,645
Real estate:
Commercial and residential		3,674		—		—		3,674
Land and construction		1,723		—		—		1,723
Consumer		130		—		—		130

	$	9,172		—		—	$	9,172

Foreclosed assets:
Commercial	$	83		—		—	$	83
Land and construction		1,187		—		—		1,187

	$	1,270		—		—	$	1,270

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

9) Fair Value (Continued)

The following table shows the detail of the impaired loans held-for-investment and the impaired loans held-for-investment carried at fair value for the periods indicated:

	September 30, 2013			December 31, 2012

	(Dollars in thousands)
Impaired loans held-for-investment:
Book value of impaired loans held-for-investment carried at fair value	$	10,744		$	11,912
Book value of impaired loans held-for-investment carried at cost		4,383			7,732

Total impaired loans held-for-investment	$	15,127		$	19,644

Impaired loans held-for-investment carried at fair value:
Book value of impaired loans held-for-investment carried at fair value	$	10,744		$	11,912
Specific valuation allowance		(3,278	)		(2,740	)

Impaired loans held-for-investment carried at fair value, net	$	7,466		$	9,172

Impaired loans held-for-investment which are measured primarily for impairment using the fair value of the collateral were $15,127,000 at September 30, 2013, after partial charge-offs of $153,000 in the first nine months of 2013. In addition, these loans had a specific valuation allowance of $3,278,000 at September 30, 2013. Impaired loans held-for-investment totaling $10,744,000 at September 30, 2013 were carried at fair value as a result of the aforementioned partial charge-offs and specific valuation allowances at period-end. The remaining $4,383,000 of impaired loans were carried at cost at September 30, 2013, as the fair value of the collateral exceeded the cost basis of each respective loan. Partial charge-offs and changes in specific valuation allowances during the first nine months of 2013 on impaired loans held-for-investment carried at fair value at September 30, 2013 resulted in an additional provision for loan losses of $1,072,000.

Foreclosed assets measured at fair value less costs to sell, had a carrying amount of $631,000, with no valuation allowance at September 30, 2013.

Impaired loans held-for-investment of $19,644,000 at December 31, 2012, after partial charge-offs of $2,694,000 in 2012, were analyzed for additional impairment primarily using the fair value of collateral. In addition, these loans had a specific valuation allowance of $2,740,000 at December 31, 2012. Impaired loans held-for-investment totaling $11,912,000 at December 31, 2012 were carried at fair value as a result of the aforementioned partial charge-offs and specific valuation allowances at year-end. The remaining $7,732,000 of impaired loans were carried at cost at December 31, 2012, as the fair value of the collateral exceeded the cost basis of each respective loan. Partial charge-offs and changes in specific valuation allowances during 2012 on impaired loans held-for-investment carried at fair value at December 31, 2012 resulted in an additional provision for loan losses of $3,856,000.

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

9) Fair Value (Continued)

At December 31, 2012, foreclosed assets had a carrying amount of $1,270,000, with no valuation allowance at December 31, 2012.

The following table presents quantitative information about level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at the periods indicated:

	September 30, 2013

	Fair Value		Valuation Techniques	Unobservable Inputs	Range (Weighted Average)
	(Dollars in thousands)
Impaired loans—held-for-investment:
Commercial	$	3,012	Market Approach	Discount adjustment for differences between comparable sales	2% to 3% (2%)
Real estate:
Commercial and residential		2,984	Market Approach	Discount adjustment for differences between comparable sales	1% to 15% (1%)
Land and construction		1,363	Market Approach	Discount adjustment for differences between comparable sales	1% to 2% (2%)
Foreclosed assets:
Land and construction		602	Market Approach	Discount adjustment for differences between comparable sales	1% to 16% (7%)

	December 31, 2012

	Fair Value		Valuation Techniques	Unobservable Inputs	Range (Weighted Average)
	(Dollars in thousands)
Impaired loans—held-for-investment:
Commercial	$	3,645	Market Approach	Discount adjustment for differences between comparable sales	0% to 4% (1%)
Real estate:
Commercial and residential		3,674	Market Approach	Discount adjustment for differences between comparable sales	0% to 13% (1%)
Land and construction		1,723	Market Approach	Discount adjustment for differences between comparable sales	1% to 4% (2%)
Foreclosed assets:
Land and construction		1,187	Market Approach	Discount adjustment for differences between comparable sales	0% to 23% (6%)

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

9) Fair Value (Continued)

The Company obtains third party appraisals on its impaired loans held- for-investment and foreclosed assets to determine fair value. Generally, the third party appraisals apply the "market approach," which is a valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable (that is, similar) assets, liabilities, or a group of assets and liabilities, such as a business. Adjustments are then made based on the type of property, age of appraisal, current status of property and other related factors to estimate the current value of collateral.

The carrying amounts and estimated fair values of financial instruments at September 30, 2013 are as follows:

			Estimated Fair Value

	Carrying Amounts		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	41,898	$	41,898	$	—	$	—	$	41,898
Securities available-for-sale		280,471		—		280,471		—		280,471
Securities held-to-maturity		89,732		—		80,505		—		80,505
Loans (including loans held-for-sale), net		880,685		—		6,975		868,811		875,786
FHLB and FRB stock		10,792		—		—		—		N/A
Accrued interest receivable		4,302		—		1,883		2,419		4,302
Loan servicing rights and I/O strips receivables		2,212		—		4,236		—		4,236
Liabilities:
Time deposits	$	286,558	$	—	$	286,988	$	—	$	286,988
Other deposits		908,979		—		908,979		—		908,979
Accrued interest payable		193		—		193		—		193

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

9) Fair Value (Continued)

The carrying amounts and estimated fair values of the Company's financial instruments at December 31, 2012:

			Estimated Fair Value

	Carrying Amounts		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	373,565	$	373,565	$	—	$	—	$	373,565
Securities available-for-sale		367,912		—		367,912		—		367,912
Securities held-to-maturity		51,472		—		50,964		—		50,964
Loans (including loans held-for-sale), net		796,695		—		3,409		793,911		797,320
FHLB and FRB stock		10,728		—		—		—		N/A
Accrued interest receivable		3,773		—		1,514		2,259		3,773
Loan servicing rights and I/O strips receivables		2,495		—		4,715		—		4,715
Liabilities:
Time deposits	$	318,664	$	—	$	319,476	$	—	$	319,476
Other deposits		1,160,704		—		1,160,704		—		1,160,704
Subordinated debt		9,279		—		—		5,400		5,400
Accrued interest payable		277		—		277		—		277

The methods and assumptions, not previously discussed, used to estimate the fair value are described as follows:

Cash and Cash Equivalents

The carrying amounts of cash on hand, noninterest and interest bearing due from bank accounts, and Fed funds sold approximate fair values and are classified as Level 1.

Loans

The carrying amounts of loans held-for-sale approximate fair value resulting in a Level 2 classification.

Fair values of loans, excluding loans held for sale, are estimated as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued at the lower of

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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(Unaudited)

9) Fair Value (Continued)

cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

FHLB and FRB Stock

It was not practical to determine the fair value of FHLB and FRB stock due to restrictions placed on their transferability.

Accrued Interest Receivable/Payable

The carrying amounts of accrued interest approximate fair value resulting in a Level 2 or Level 3 classification.

Deposits

The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) resulting in a Level 2 classification. The carrying amounts of variable rate, fixed-term money market accounts approximate their fair values at the reporting date resulting in a Level 2 classification. The carrying amounts of variable rate, certificates of deposit approximate their fair values at the reporting date resulting in a Level 2 classification. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

Subordinated Debt

The fair values of the subordinated debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 3 classification.

Off-balance Sheet Instruments

Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing. The fair value of commitments is not material.

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument. Fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

10) Equity Plan

The Company has maintained an Amended and Restated 2004 Equity Plan (the "2004 Plan") for directors, officers, and key employees. The Equity Plan provides for the grant of incentive and non-qualified stock options and restricted stock. The Equity Plan provides that the option price for both incentive and non-qualified stock options will be determined by the Board of Directors at no less than the fair value at the date of grant. Options granted vest on a schedule determined by the Board of Directors at the time of grant. Generally, options vest over four years. All options expire no later than ten years from the date of grant. The 2004 Plan was terminated on May 23, 2013. On May 23, 2013, the Company's shareholders approved the 2013 Equity Incentive Plan (the "2013 Plan") for equity awards including stock options and restricted stock for directors, officers, and key employees. As of September 30, 2013, there were no equity awards issued and 1,750,000 shares available for issuance under the 2013 Plan.

Stock option activity under the 2004 Plan is as follows:

Total Stock Options			Weighted Average Exercise Price			Aggregate Intrinsic Value

Outstanding at January 1, 2013	1,314,347		$	12.90
Granted	272,050		$	6.57
Exercised	(8,874	)	$	3.94
Forfeited or expired	(44,102	)	$	12.31

Outstanding at September 30, 2013	1,533,421		$	11.84	5.8	$	1,542,000

Vested or expected to vest	1,456,750				5.8	$	1,465,000

Exercisable at September 30, 2013	1,066,878				4.5	$	862,000

As of September 30, 2013, there was $1,749,000 of total unrecognized compensation cost related to nonvested stock options granted under the 2004 Plan. That cost is expected to be recognized over a weighted-average period of approximately 3.0 years.

Restricted stock activity under the 2004 Plan is as follows:

Total Restricted Stock Award			Weighted Average Grant Date Fair Value

Nonvested shares at January 1, 2013	88,000		$	5.74
Granted	10,000		$	6.51
Vested	(40,000	)	$	5.16

Nonvested shares at September 30, 2013	58,000		$	6.28

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

10) Equity Plan (Continued)

As of September 30, 2013, there was $153,000 of total unrecognized compensation cost related to nonvested restricted stock awards granted under the 2004 Plan. The cost is expected to be recognized over a weighted-average period of approximately 1 year.

11) Subordinated Debt

The Company has supported its growth through the issuance of trust preferred securities from special purpose trusts and accompanying sales of subordinated debt to these trusts. The subordinated debt issued to the trusts is senior to the outstanding shares of common stock and Series C Preferred Stock. As a result, payments must be made on the subordinated debt before any dividends can be paid on the common stock and Series C Preferred Stock. Under the terms of the subordinated debt, the Company may defer interest payments for up to five years. Interest payments on the subordinated notes payable to the Company's subsidiary grantor Trusts are deductible for tax purposes. The subordinated debt is not registered with the Securities and Exchange Commission. For regulatory reporting purposes, the subordinated debt qualified for Tier 1 capital treatment at September 30, 2012, and December 31, 2012.

During the third quarter of 2012, the Company redeemed its 10.875% fixed-rate subordinated debentures in the amount of $7,000,000 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 $7,000,000 issued to Heritage Statutory Trust I (and the related premium cost of $296,800). The related trust securities issued by Capital Trust I and Statutory Trust I were also redeemed in connection with the subordinated debt redemption and the trusts were dissolved. A $15,000,000 distribution from the Bank to the HCC provided the cash for the redemption. The Company incurred a charge of $601,300 in 2012 for the early payoff premium on the redemption of the subordinated debt.

During the third quarter of 2013, the Company completed the redemption of its $9,000,000 floating-rate subordinated debt. The Company redeemed its Floating Rate Junior Subordinated Debentures due July 31, 2031 in the amount of $5,000,000 issued to Heritage Statutory Trust II and the Company's Floating Rate Junior Subordinated Debentures due September 26, 2032, in the amount of $4,000,000 issued to Heritage Statutory Trust III (collectively referred to as the "Floating Rate Sub Debt"). The Company used available cash and proceeds from a $9,000,000 distribution from the Bank for the redemption. The Company incurred a total charge of $167,000 in the second quarter of 2013, representing the agency origination fees associated with the Floating Rate Sub Debt.

12) Loss Contingencies

The Company's policy is to accrue for legal costs associated with both asserted and unasserted claims when it is probable that such costs will be incurred and such costs can be reasonably estimated. The Company had previously accrued for such costs associated with an unasserted claim arising from an apparent transfer of funds for personal use by an authorized signatory of a customer. The litigation is in the very early stages and the Company intends to vigorously defend the litigation. At this time it is not possible to determine the amount of the loss, if any, arising from the claim in excess of the legal expenses expected to be incurred in defense of the litigation.

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HERITAGE COMMERCE CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2013

(Unaudited)

13) Subsequent Event

On October 24, 2013, the Company announced that its Board of Directors declared a $0.03 per share quarterly cash dividend to holders of common stock and Series C preferred stock (on an as converted basis). The dividend will be paid on November 25, 2013, to shareholders of record on November 7, 2013.

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ITEM 2—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information about the results of operations, financial condition, liquidity, and capital resources of Heritage Commerce Corp (the "Company" or "HCC") and its wholly owned subsidiary, Heritage Bank of Commerce (sometimes referred to as the "Bank" or "HBC"). This information is intended to facilitate the understanding and assessment of significant changes and trends related to our financial condition and the results of operations. This discussion and analysis should be read in conjunction with our consolidated financial statements and the accompanying notes presented elsewhere in this report. Unless we state otherwise or the context indicates otherwise, references to the "Company," "Heritage," "we," "us," and "our," in this Report on Form 10-Q refer to Heritage Commerce Corp and Heritage Bank of Commerce.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are discussed in our Form 10-K for the year ended December 31, 2012. There are no changes to these policies as of September 30, 2013.

EXECUTIVE SUMMARY

This summary is intended to identify the most important matters on which management focuses when it evaluates the financial condition and performance of the Company. When evaluating financial condition and performance, management looks at certain key metrics and measures. The Company's evaluation includes comparisons with peer group financial institutions and its own performance objectives established in the internal planning process.

The primary activity of the Company is commercial banking. The Company's operations are located entirely in the southern and eastern regions of the general San Francisco Bay Area of California in the counties of Santa Clara, Alameda and Contra Costa. The largest city in this area is San Jose and the Company's market includes the headquarters of a number of technology based companies in the region known commonly as Silicon Valley. The Company's customers are primarily closely held businesses and professionals.

Performance Overview

For the three months ended September 30, 2013, net income was $3.2 million, or $0.10 per average diluted common share, compared to $2.5 million, or $0.08 per average diluted common share, for the three months ended September 30, 2012. The Company's annualized return on average assets was 0.90% and annualized return on average equity was 7.58% for the third quarter of 2013, compared to 0.73% and 5.91%, respectively, a year ago.

For the nine months ended September 30, 2013, net income available to common shareholders was $8.2 million, or $0.26 per average diluted common share, an increase from $6.0 million, or $0.19 per average diluted common share, for the nine months ended September 30, 2012. In the first quarter of 2012, the Company redeemed its $40 million of Series A Fixed Rate Cumulative Perpetual Preferred Stock ("Series A Preferred Stock") issued to the U.S. Treasury Department under the TARP Capital Purchase Program, and recorded the final payment for dividends and discount accretion on its Series A Preferred Stock, which totaled $1.2 million. The Company's annualized return on average assets was 0.78% and annualized return on average equity was 6.44% for the first nine months of 2013, compared to 0.72% and 5.59%, respectively, a year ago.

Late in the fourth quarter of 2012, the Company received short-term demand deposits in the amount of $467.5 million from one customer for specific transactions. Of this amount, $195.6 million was subsequently withdrawn, for a net outstanding balance of $271.9 million at December 31, 2012. The

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outstanding balance of the short-term demand deposits was $144,000 at September 30, 2013. Because of the short-term nature of these funds, the excess liquidity was placed in low-interest earning deposits at The Federal Reserve Bank at December 31, 2012.

The following are major factors that impacted the Company's results of operations:

•: The net interest margin increased 17 basis points to 3.94% for the third quarter of 2013, compared to 3.77% for the third quarter of 2012, primarily due to a lower cost of funds, higher yields on securities, and a higher average loan balance, partially offset by a lower yield on loans. The net interest margin decreased 8 basis points to 3.85% for the nine months ended September 30, 2013, compared to 3.93% for the nine months ended September 30, 2012, primarily as a result of a lower yield on loans, and a higher average balance of short-term deposits at the Federal Reserve Bank, partially offset by a higher average balance of loans and a lower cost of funds.
•: Net interest income increased 9% to $12.8 million for the third quarter of 2013, compared to $11.8 million for the third quarter of 2012, primarily due to a higher average volume of loans. For the nine months ended September 30, 2013, net interest income increased 3% to $37.1 million, compared to $36.2 million for the nine months ended September 30, 2012.
•: Asset quality and net recoveries for the first nine months of 2013 resulted in a credit to the provision for loan losses of $534,000 for the third quarter of 2013 and a credit to the provision for loan losses of $804,000 for the first nine months of 2013. The provision for loan losses was $1.2 million for the third quarter of 2012 and $2.1 million for the first nine months of 2012.
•: Noninterest income was $1.7 million for the third quarter of 2013, compared to $2.9 million for the third quarter of 2012. Noninterest income was $5.3 million for the first nine months of 2013, compared to $6.8 million for the first nine months of 2012. Noninterest income was lower in the third quarter and first nine months of 2013, compared to the same periods in 2012, primarily due to a lower gain on sales of securities. There was no gain on the sale of securities for the third quarter of 2013, and a $38,000 gain on sale of securities for the first nine months of 2013, compared to $1.1 million and $1.2 million, respectively, for the comparable periods a year ago.
•: Noninterest expense was $10.4 million for the third quarter of 2013, compared to $10.1 million for the third quarter of 2012. For the nine months ended September 30, 2013, noninterest expense was $31.6 million, compared to $30.5 million for the nine months ended September 30, 2012. The increase in noninterest expense for the third quarter and first nine months of 2013, compared to the same periods a year ago, was primarily due to increased salaries and employee benefits expense due to annual salary increases and hiring of additional lending relationship officers.
•: The efficiency ratio was 71.25% for the third quarter of 2013, compared to 68.69% for the third quarter of 2012. The efficiency ratio for the nine months ended September 30, 2013 was 74.32%, compared to 70.95% for the nine months ended September 30, 2012.
•: Income tax expense for the quarter ended September 30, 2013 was $1.5 million, compared to $939,000 for the third quarter of 2012. The effective tax rate for the third quarter of 2013 was 32%, compared to 27% for the third quarter of 2012. For the first nine months of 2013, income tax expense was $3.5 million, compared to $3.1 million for the first nine months of 2012. The effective tax rate for the nine months ended September 30, 2013 and 2012 was 30%.

The following are important factors in understanding our current financial condition and liquidity position:

•: Cash, Federal funds sold, interest-bearing deposits in other financial institutions and securities available-for-sale decreased 27% to $322.4 million at September 30, 2013, from $442.3 million at

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September 30, 2012, and decreased 57% from $741.5 million at December 31, 2012. Excluding the short term deposits at the Federal Reserve Bank offsetting the short term demand deposits from one customer of $271.9 million at December 31, 2012, total cash, Federal funds sold, interest bearing deposits in other financial institutions and securities available for sale was $469.6 million at December 31, 2012.

•: Securities held-to-maturity, at amortized cost, were $89.7 million at September 30, 2013, compared to $25.6 million at September 30, 2012, and $51.5 million at December 31, 2012.
•: Total loans, excluding loans held-for-sale, increased $93.7 million, or 12%, to $893.1 million at September 30, 2013, compared to $799.4 million at September 30, 2012, and increased $80.7 million, or 10%, from $812.3 million at December 31, 2012.
•: Nonperforming assets were $15.7 million, or 1.12% of total assets at September 30, 2013, compared to $22.0 million, or 1.62% of total assets at September 30, 2012, and $19.5 million, or 1.15% of total assets at December 31, 2012.
•: Classified assets, net of Small Business Administration ("SBA") guarantees, decreased 49% to $23.3 million at September 30, 2013 from $46.0 million at September 30, 2012, and decreased 37% from $36.8 million at December 31, 2012.
•: Net recoveries were $534,000 for the third quarter of 2013, compared to net charge-offs $2.1 million for the third quarter of 2012.
•: The allowance for loan losses at September 30, 2013 was $19.3 million, or 2.17% of total loans, representing 127.95% of nonperforming loans. The allowance for loan losses at September 30, 2012 was $19.1 million, or 2.39% of total loans, representing 100.03% of nonperforming loans. The allowance for loan losses at December 31, 2012 was $19.0 million, or 2.34% of total loans, representing 104.58% of nonperforming loans.
•: Deposits (excluding all time deposits, CDARS deposits, and the short term demand deposits from one customer of $271.9 million at December 31, 2012) increased to $901.0 million at September 30, 2013, an increase of $54.2 million, or 6% from $846.8 million at September 30, 2012, and increased $17.2 million, or 2%, from $883.8 million at December 31, 2012.
•: The ratio of noncore funding (which consists of time deposits—$100,000 and over, CDARS deposits, brokered deposits, securities under agreement to repurchase and short-term borrowings) to total assets was 19.45% at September 30, 2013, compared to 19.52% at September 30, 2012, and 17.63% at December 31, 2012. The ratio of noncore funding to total assets was 21.00% 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.
•: The loan to deposit ratio was 74.70% at September 30, 2013, compared to 70.24% at September 30, 2012, and 54.91% at December 31, 2012. The loan to deposit ratio was 67.27% at December 31, 2012, excluding the $271.9 million of short-term demand deposits from one customer.
•: During the third quarter of 2013, the Company completed the redemption of its $9 million floating-rate subordinated debt, which will save approximately $360,000 of interest expense on an annual basis.
•: The Company announced it will pay a quarterly cash dividend of $0.03 per share in the fourth quarter of 2013 to holders of common stock and Series C Convertible Perpetual Preferred Stock ("Series C Preferred Stock"), on an as converted basis.

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•: Capital ratios exceed regulatory requirements for a well-capitalized financial institution, both on a consolidated basis and at the bank level at September 30, 2013:

Capital Ratios

Total Risk-Based	15.2	%	13.7	%	10.0	%
Tier 1 Risk-Based	14.0	%	12.5	%	6.0	%
Leverage	11.5	%	10.2	%	5.0	%

Deposits

The composition and cost of the Company's deposit base are important in analyzing the Company's net interest margin and balance sheet liquidity characteristics. Except for brokered and State of California time deposits, the Company's depositors are generally located in its primary market area. Depending on loan demand and other funding requirements, the Company also obtains deposits from wholesale sources including deposit brokers. The Company had $62.8 million in brokered deposits at September 30, 2013, compared to $89.2 million at September 30, 2012, and $97.8 million at December 31, 2012. Deposits from title insurance companies, escrow accounts and real estate exchange facilitators decreased to $13.6 million at September 30, 2013, compared to $29.2 million at September 30, 2012, and $21.4 million at December 31, 2012. Certificates of deposit from the State of California totaled $98.0 million at September 30, 2013, compared to $65.0 million at September 30, 2012, and $85.0 million at December 31, 2012. Total deposits at September 30, 2013 were $1.20 billion, compared to $1.14 billion at September 30, 2012 and $1.48 billion at December 31, 2012. Deposits (excluding all time deposits, CDARS deposits, and the short-term demand deposits from one customer of $271.9 million at December 31, 2012) increased to $901.0 million at September 30, 2013, an increase of $54.2 million, or 6% from $846.8 million at September 30, 2012, and increased $17.2 million, or 2%, from $883.8 million at December 31, 2012. The Company has a policy to monitor all deposits that may be sensitive to interest rate changes to help assure that liquidity risk does not become excessive due to concentrations.

HBC is a member of the Certificate of Deposit Account Registry Service ("CDARS") program. The CDARS program allows customers with deposits in excess of FDIC insured limits to obtain coverage on time deposits through a network of banks within the CDARS program. Deposits gathered through this program are considered brokered deposits under regulatory guidelines. Deposits in the CDARS program totaled $14.3 million at September 30, 2013, compared to $5.1 million at September 30, 2012, and $10.2 million at December 31, 2012.

Liquidity

Our liquidity position refers to our ability to maintain cash flows sufficient to fund operations and to meet obligations and other commitments in a timely fashion. At September 30, 2013, we had $41.9 million in cash and cash equivalents and approximately $409.7 million in available borrowing capacity from various sources including the Federal Home Loan Bank ("FHLB"), the Federal Reserve Bank of San Francisco ("FRB"), and Federal funds facilities with several financial institutions. The Company also had $233.6 million in unpledged securities available at September 30, 2013. Our loan to deposit ratio increased to 74.70% at September 30, 2013, compared to 70.24% at September 30, 2012, and increased from 54.91% at December 31, 2012. The loan to deposit ratio was 67.27% at December 31, 2012, excluding the short-term demand deposits of $271.9 million from one customer.

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Lending

Our lending business originates principally through our branch offices located in our primary markets. Total loans, excluding loans held-for-sale, increased 12% to $893.1 million at September 30, 2013, from $799.4 million at September 30, 2012, and increased 10% from $812.3 million at December 31, 2012. The loan portfolio remains well diversified with commercial and industrial ("C&I") loans accounting for 46% of the total loan portfolio at September 30, 2013. Commercial and residential real estate loans accounted for 43% of the total loan portfolio at September 30, 2013, of which 51% were owner-occupied by businesses. Consumer and home equity loans accounted for 8% of the total loan portfolio, and land and construction loans accounted for the remaining 3% of the total loan portfolio at September 30, 2013. The yield on the loan portfolio was 4.85% for the third quarter of 2013, compared to 5.10% for the third quarter of 2012. The yield on the loan portfolio was 4.97% for the nine months ended September 30, 2013, compared to 5.25% for nine months ended September 30, 2012.

Net Interest Income

The management of interest income and expense is fundamental to the performance of the Company. Net interest income, the difference between interest income and interest expense, is the largest component of the Company's total revenue. Management closely monitors both total net interest income and the net interest margin (net interest income divided by average earning assets).

The Company through its asset and liability policies and practices seeks to maximize net interest income without exposing the Company to an excessive level of interest rate risk. Interest rate risk is managed by monitoring the pricing, maturity and repricing options of all classes of interest bearing assets and liabilities. This is discussed in more detail under "Liquidity and Asset/Liability Management." In addition, we believe there are measures and initiatives we can take to improve the net interest margin, including increasing loan rates, adding floors on floating rate loans, reducing nonperforming assets, managing deposit interest rates, and reducing higher cost deposits.

The net interest margin is also adversely impacted by the reversal of interest on nonaccrual loans and the reinvestment of loan payoffs into lower yielding investment securities and other short-term investments.

Management of Credit Risk

We continue to proactively identify, quantify, and manage our problem loans. Early identification of problem loans and potential future losses helps enable us to resolve credit issues with potentially less risk and ultimate losses. We maintain an allowance for loan losses in an amount that we believe is adequate to absorb probable incurred losses in the portfolio. While we strive to carefully manage and monitor credit quality and to identify loans that may be deteriorating, circumstances can change at any time for loans included in the portfolio that may result in future losses, that as of the date of the financial statements have not yet been identified as potential problem loans. Through established credit practices, we adjust the allowance for loan losses accordingly. However, because future events are uncertain, there may be loans that deteriorate some of which could occur in an accelerated time frame. As a result, future additions to the allowance for loan losses may be necessary. Because the loan portfolio contains a number of commercial loans, commercial real estate, construction and land development loans with relatively large balances, deterioration in the credit quality of one or more of these loans may require a significant increase to the allowance for loan losses. Future additions to the allowance may also be required based on changes in the financial condition of borrowers. Additionally, Federal and state banking regulators, as an integral part of their supervisory function, periodically review our allowance for loan losses. These regulatory agencies may require us to recognize further loan loss provisions or charge-offs based upon their judgments, which may be different from ours. Any

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increase in the allowance for loan losses would have an adverse effect, which may be material, on our financial condition and results of operation.

Further discussion of the management of credit risk appears under "Provision for Loan Losses" and "Allowance for Loan Losses."

Noninterest Income

While net interest income remains the largest single component of total revenues, noninterest income is an important component. A portion of the Company's noninterest income is associated with its SBA lending activity, consisting of gains on the sale of loans sold in the secondary market and servicing income from loans sold with servicing retained. Other sources of noninterest income include loan servicing fees, service charges and fees, cash surrender value from company owned life insurance policies, and gains on the sale of securities.

Noninterest Expense

Management considers the control of operating expenses to be a critical element of the Company's performance. Noninterest expense for the third quarter of 2013 increased to $10.4 million, compared to $10.1 million for the same period in 2012. Noninterest expense for the first nine months of 2013 increased to $31.6 million, compared to $30.5 million for the first nine months of 2012. The increase in noninterest expense for the third quarter and first nine months of 2013, compared to the same periods a year ago, was primarily due to increased salaries and employee benefits expense due to annual salary increases and hiring of additional lending relationship officers.

Capital Management

As part of its asset and liability management process, the Company continually assesses its capital position to take into consideration growth, expected earnings, risk profile and potential corporate activities that it may choose to pursue.

On November 21, 2008, the Company issued to the U.S. Treasury under its Capital Purchase Program 40,000 shares of Series A Preferred Stock for $40.0 million and issued a warrant to purchase 462,963 shares of common stock at an exercise price of $12.96.

On June 21, 2010, HCC issued to various institutional investors 53,996 shares of Series B Mandatorily Convertible Cumulative Perpetual Preferred Stock ("Series B Preferred Stock") and 21,004 shares of Series C Convertible Perpetual Preferred Stock ("Series C Preferred Stock") for an aggregate purchase price of $75 million. The Series B Preferred Stock was mandatorily convertible into 5,601,000 shares of common stock upon approval by the shareholders at a conversion price of $3.75 per share. The Series C Preferred Stock is mandatorily convertible into common stock at a conversion price of $3.75 per share upon both approval by the shareholders and, thereafter, a subsequent transfer of the Series C Preferred Stock to third parties not affiliated with the holder in a widely dispersed offering. At the Company's Special Meeting of Shareholders held on September 15, 2010, its shareholders approved the issuance of common stock upon the conversion of the Series B Preferred Stock and upon the conversion of the Series C Preferred Stock as required by The NASDAQ Stock Market and California corporate law. As a result, on September 16, 2010, the Series B Preferred Stock was converted into 14,398,992 shares of common stock of HCC and the shares of Series B Preferred Stock ceased to be outstanding. The Series C Preferred Stock remains outstanding until it has been converted into common stock in accordance with its terms. The Series C Preferred Stock is non-voting except in the case of certain transactions that would affect the rights of the holders of the Series C Preferred Stock or applicable law. Holders of Series C Preferred Stock will receive dividends if and only to the extent dividends are paid to holders of common stock.

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On March 7, 2012, in accordance with approvals received from the U.S. Treasury and the Federal Reserve, the Company repurchased all shares of the Series A Preferred Stock and paid the related accrued and unpaid dividends. The repurchase of the Series A Preferred Stock will save $2.0 million in annual dividends. On June 12, 2013, the Company completed the repurchase of the common stock warrant for $140,000.

During the third quarter of 2012, the Company completed the redemption of $14 million fixed-rate subordinated debt, and during the third quarter of 2013, the Company completed the redemption of its remaining $9 million of floating-rate subordinated debt.

RESULTS OF OPERATIONS

The Company earns income from two primary sources. The first is net interest income, which is interest income generated by earning assets less interest expense on interest-bearing liabilities. The second is noninterest income, which primarily consists of gains on the sale of loans, loan servicing fees, customer service charges and fees, the increase in cash surrender value of life insurance, and gains on the sale of securities. The majority of the Company's noninterest expenses are operating costs that relate to providing a full range of banking services to our customers.

Net Interest Income and Net Interest Margin

The level of net interest income depends on several factors in combination, including yields on earning assets, the cost of interest-bearing liabilities, the relative volumes of earning assets and interest-bearing liabilities, and the mix of products which comprise the Company's earning assets, deposits, and other interest-bearing liabilities. To maintain its net interest margin the Company must manage the relationship between interest earned and paid.

The following Distribution, Rate and Yield table presents the average amounts outstanding for the major categories of the Company's balance sheet, the average interest rates earned or paid thereon, and the resulting net interest margin on average interest earning assets for the periods indicated. Average balances are based on daily averages.

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Distribution, Rate and Yield

	For the Three Months Ended September 30, 2013								For the Three Months Ended September 30, 2012

NET INTEREST INCOME AND NET INTEREST MARGIN	Average Balance		Interest Income/ Expense			Average Yield/ Rate			Average Balance		Interest Income/ Expense			Average Yield/ Rate
	(Dollars in thousands)
Assets:
Loans, gross(1)	$	877,417	$	10,733			4.85	%	$	791,585	$	10,146			5.10	%
Securities—taxable		310,460		2,247			2.87	%		408,665		2,681			2.61	%
Securities—tax exempt(2)		69,866		671			3.81	%		1,182		8			2.69	%
Federal funds sold and interest-bearing deposits in other financial institutions		58,294		42			0.29	%		45,877		30			0.26	%

Total interest earning assets(2)		1,316,037		13,693			4.13	%		1,247,309		12,865			4.10	%

Cash and due from banks		23,724								21,804
Premises and equipment, net		7,513								7,711
Intangible assets		1,716								2,201
Other assets		70,491								80,965

Total assets	$	1,419,481							$	1,359,990

Liabilities and shareholders' equity:
Deposits:
Demand, noninterest-bearing	$	418,657							$	393,204
Demand, interest-bearing		169,233		57			0.13	%		154,735		58			0.15	%
Savings and money market		316,247		140			0.18	%		291,251		143			0.20	%
Time deposits—under $100		22,600		19			0.33	%		27,463		32			0.46	%
Time deposits—$100 and over		197,464		179			0.36	%		158,898		230			0.58	%
Time deposits—brokered		71,105		178			0.99	%		94,375		225			0.95	%
CDARS—money market and time deposits		16,372		2			0.05	%		5,357		2			0.15	%

Total interest-bearing deposits		793,021		575			0.29	%		732,079		690			0.37	%

Total deposits		1,211,678		575			0.19	%		1,125,283		690			0.24	%
Subordinated debt		4,819		51			4.20	%		19,626		346			7.01	%
Short-term borrowings		91		1			4.36	%		1,731		2			0.46	%

Total interest-bearing liabilities		797,931		627			0.31	%		753,436		1,038			0.55	%

Total interest-bearing liabilities and demand, noninterest-bearing / cost of funds		1,216,588		627			0.20	%		1,146,640		1,038			0.36	%
Other liabilities		34,639								45,943

Total liabilities		1,251,227								1,192,583
Shareholders' equity		168,254								167,407

Total liabilities and shareholders' equity	$	1,419,481							$	1,359,990



Net interest income(2) / margin				13,066			3.94	%				11,827			3.77	%
Less tax equivalent adjustment(2)				(235	)							(3	)

Net interest income			$	12,831							$	11,824

(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.

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	For the Nine Months Ended September 30, 2013								For the Nine Months Ended September 30, 2012

NET INTEREST INCOME AND NET INTEREST MARGIN	Average Balance		Interest Income/ Expense			Average Yield/ Rate			Average Balance		Interest Income/ Expense			Average Yield/ Rate
	(Dollars in thousands)
Assets:
Loans, gross(1)	$	831,328	$	30,874			4.97	%	$	782,986	$	30,754			5.25	%
Securities—taxable		351,290		7,107			2.70	%		398,944		8,753			2.93	%
Securities—tax exempt(2)		56,405		1,603			3.80	%		397		8			2.69	%
Federal funds sold and interest-bearing deposits in other financial institutions		71,265		140			0.26	%		47,785		95			0.27	%

Total interest earning assets(2)		1,310,288		39,724			4.05	%		1,230,112		39,610			4.30	%

Cash and due from banks		23,313								21,329
Premises and equipment, net		7,548								7,843
Intangible assets		1,832								2,319
Other assets		68,803								73,073

Total assets	$	1,411,784							$	1,334,676

Liabilities and shareholders' equity:
Deposits:
Demand, noninterest-bearing	$	423,807							$	370,278
Demand, interest-bearing		167,138		174			0.14	%		148,407		168			0.15	%
Savings and money market		293,801		384			0.17	%		292,661		487			0.22	%
Time deposits—under $100		23,488		62			0.35	%		27,897		105			0.50	%
Time deposits—$100 and over		194,185		577			0.40	%		165,004		731			0.59	%
Time deposits—brokered		81,352		594			0.98	%		90,800		645			0.95	%
CDARS—money market and time deposits		15,273		5			0.04	%		5,839		8			0.18	%

Total interest-bearing deposits		775,237		1,796			0.31	%		730,608		2,144			0.39	%

Total deposits		1,199,044		1,796			0.20	%		1,100,886		2,144			0.26	%
Subordinated debt		7,776		229			3.94	%		22,334		1,293			7.73	%
Short-term borrowings		148		1			0.90	%		1,656		3			0.24	%

Total interest-bearing liabilities		783,161		2,026			0.35	%		754,598		3,440			0.61	%

Total interest-bearing liabilities and demand, noninterest-bearing / cost of funds		1,206,968		2,026			0.22	%		1,124,876		3,440			0.41	%
Other liabilities		34,951								36,872

Total liabilities		1,241,919								1,161,748
Shareholders' equity		169,865								172,928

Total liabilities and shareholders' equity	$	1,411,784							$	1,334,676



Net interest income(2) / margin				37,698			3.85	%				36,170			3.93	%
Less tax equivalent adjustment(2)				(561	)							(3	)

Net interest income			$	37,137							$	36,167

(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.

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Volume and Rate Variances

The Volume and Rate Variances table below sets forth the dollar difference in interest earned and paid for each major category of interest-earning assets and interest-bearing liabilities for the noted periods, and the amount of such change attributable to changes in average balances (volume) or changes in average interest rates. Volume variances are equal to the increase or decrease in the average balance times the prior period rate, and rate variances are equal to the increase or decrease in the average rate times the prior period average balance. Variances attributable to both rate and volume changes are equal to the change in rate times the change in average balance and are included below in the average volume column.

	Three Months Ended September 30, 2013 vs. 2012 Increase (Decrease) Due to Change In:

	Average Volume			Average Rate			Net Change
	(Dollars in thousands)
Income from interest earning assets:
Loans, gross	$	1,056		$	(469	)	$	587
Securities—taxable		(709	)		275			(434	)
Securities—tax exempt(1)		660			3			663
Federal funds sold and interest-bearing deposits in other financial institutions		8			4			12

Total interest income from interest earnings assets(1)		1,015			(187	)		828

Expense on interest-bearing liabilities:
Demand, interest-bearing		6			(7	)		(1	)
Savings and money market		8			(11	)		(3	)
Time deposits—under $100		(4	)		(9	)		(13	)
Time deposits—$100 and over		35			(86	)		(51	)
Time deposits—brokered		(57	)		10			(47	)
CDARS—money market and time deposits		1			(1	)		—
Subordinated debt		(157	)		(138	)		(295	)
Short-term borrowings		(18	)		17			(1	)

Total interest expense on interest-bearing liabilities		(186	)		(225	)		(411	)

Net interest income(1)	$	1,201		$	38			1,239

Less tax equivalent adjustment(1)								(232	)

Net interest income							$	1,007

(1): Reflects tax equivalent adjustment for tax exempt income based on a 35% tax rate.

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	Nine Months Ended September 30, 2013 vs. 2012 Increase (Decrease) Due to Change In:

	Average Volume			Average Rate			Net Change
	(Dollars in thousands)
Income from interest earning assets:
Loans, gross	$	1,768		$	(1,648	)	$	120
Securities—taxable		(949	)		(697	)		(1,646	)
Securities—tax exempt(1)		1,592			3			1,595
Federal funds sold and interest-bearing deposits in other financial institutions		47			(2	)		45

Total interest income from interest earnings assets(1)		2,458			(2,344	)		114

Expense on interest-bearing liabilities:
Demand, interest-bearing		19			(13	)		6
Savings and money market		12			(115	)		(103	)
Time deposits—under $100		(11	)		(32	)		(43	)
Time deposits—$100 and over		83			(237	)		(154	)
Time deposits—brokered		(72	)		21			(51	)
CDARS—money market and time deposits		3			(6	)		(3	)
Subordinated debt		(429	)		(635	)		(1,064	)
Short-term borrowings		(10	)		8			(2	)

Total interest expense on interest-bearing liabilities		(405	)		(1,009	)		(1,414	)

Net interest income(1)	$	2,863		$	(1,335	)		1,528

Less tax equivalent adjustment(1)								(558	)

Net interest income							$	970

(1): Reflects tax equivalent adjustment for tax exempt income based on a 35% tax rate.

The Company's net interest margin, expressed as a percentage of average earning assets, increased 17 basis points to 3.94% for the third quarter of 2013, from 3.77% for the third quarter of 2012. The increase in the third quarter of 2013 was primarily due to a lower cost of funds, higher yields on securities, and a higher average loan balance, partially offset by a lower yield on loans. For the first nine months of 2013, the net interest margin decreased 8 basis points to 3.85%, compared to 3.93% for the first nine months of 2012, primarily due to a lower yield on loans, and a higher average balance of short-term deposits at the Federal Reserve Bank, partially offset by a higher average balance of loans and a lower cost of funds.

Net interest income increased to $12.8 million for the third quarter of 2013, compared to $11.8 million for the third quarter of 2012, primarily due to a higher average volume of loans. For the nine months ended September 30, 2013, net interest income was $37.1 million, compared to $36.2 million for the nine months ended September 30, 2012.

A substantial portion of the Company's earning assets are variable-rate loans that re-price when the Company's prime lending rate is changed, compared to a large base of core deposits that are generally slower to re- price. This causes the Company's balance sheet to be asset-sensitive, which means that all else being equal, the Company's net interest margin will be lower during periods when short-term interest rates are falling and higher when rates are rising.

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Provision for Loan Losses

Credit risk is inherent in the business of making loans. The Company establishes an allowance for loan losses through charges to earnings, which are presented in the statements of income as the provision for loan losses. Specifically identifiable and quantifiable known losses are promptly charged off against the allowance. The provision for loan losses is determined by conducting a quarterly evaluation of the adequacy of the Company's allowance for loan losses and charging the shortfall or excess, if any, to the current quarter's expense. This has the effect of creating variability in the amount and frequency of charges to the Company's earnings. The provision for loan losses and level of allowance for each period are dependent upon many factors, including loan growth, net charge-offs, changes in the composition of the loan portfolio, delinquencies, management's assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in the Company's market area.

Asset quality improvements and net recoveries in the first nine months of 2013 resulted in a credit to the provision for loan losses of $534,000 for the third quarter of 2013 and a credit to the provision for loan losses of $804,000 for the first nine months of 2013. The provision for loan losses was $1.2 million for the third quarter of 2012 and $2.1 million for the first nine months of 2012.

The allowance for loan losses totaled $19.3 million, or 2.17% of total loans at September 30, 2013, compared to $19.1 million, or 2.39% of total loans at September 30, 2012, and $19.0 million, or 2.34% of total loans at December 31, 2012. The decrease in the allowance for loan losses to total loans at September 30, 2013, compared to September 30, 2012, was primarily due to improved risk grading and credit metrics, as well as a decline in historical charge-off levels. Net recoveries totaled $534,000 for the third quarter of 2013, compared to net charge-offs of $2.1 million for the third quarter of 2012. Provisions for loan losses are charged to operations to bring the allowance for loan losses to a level deemed appropriate by the Company based on the factors discussed under "Allowance for Loan Losses".

Noninterest Income

The following table sets forth the various components of the Company's noninterest income for the periods indicated:

	For the Three Months Ended September 30,				Increase (decrease) 2013 versus 2012

	2013		2012		Amount			Percent
	(Dollars in thousands)
Service charges and fees on deposit accounts	$	645	$	575	$	70			12	%
Increase in cash surrender value of life insurance		414		434		(20	)		-5	%
Servicing income		331		429		(98	)		-23	%
Gain on sales of SBA loans		103		221		(118	)		-53	%
Gain on sales of securities		—		1,105		(1,105	)		-100	%
Other		245		184		61			33	%

Total noninterest income	$	1,738	$	2,948	$	(1,210	)		-41	%

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	For the Nine Months Ended September 30,				Increase (decrease) 2013 versus 2012

	2013		2012		Amount			Percent
	(Dollars in thousands)
Service charges and fees on deposit accounts	$	1,840	$	1,766	$	74			4	%
Increase in cash surrender value of life insurance		1,240		1,292		(52	)		-4	%
Servicing income		1,081		1,336		(255	)		-19	%
Gain on sales of SBA loans		373		633		(260	)		-41	%
Gain on sales of securities		38		1,164		(1,126	)		-97	%
Other		744		570		174			31	%

Total noninterest income	$	5,316	$	6,761	$	(1,445	)		-21	%

Noninterest income was $1.7 million for the third quarter of 2013, compared to $2.9 million for the third quarter of 2012. For the first nine months of 2013, noninterest income was $5.3 million, compared to $6.8 million for the first nine months of 2012. Noninterest income was lower in the third quarter and first nine months of 2013, compared to the same periods in 2012, primarily due to a lower gain on sales of securities and sales of SBA loans. There was no gain on sales of securities for the third quarter of 2013, and a $38,000 gain on sales of securities for the first nine months of 2013, compared to $1.1 million and $1.2 million, respectively, for the comparable periods a year ago.

Historically, a significant percentage of the Company's noninterest income has been associated with its SBA lending activity, as gains on the sale of loans sold in the secondary market and servicing income from loans sold with servicing rights retained. For the three months ended September 30, 2013, SBA loan sales resulted in a $103,000 gain, compared to a $221,000 gain on sale of SBA loans for the three months ended September 30, 2012. For the nine months ended September 30, 2013, SBA loan sales resulted in a $373,000 gain, compared to a $633,000 gain on sales of SBA loans for the nine months ended September 30, 2012. The gain on sales of SBA loans were lower in the third quarter and first nine months of 2013, compared to the same periods in 2012, primarily due to a lower balance of SBA loans sold. The servicing assets that result from the sales of SBA loans with servicing retained are amortized over the expected term of the loans using a method approximating the interest method. Servicing income generally declines as the respective loans are repaid.

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Noninterest Expense

The following table sets forth the various components of the Company's noninterest expense for the periods indicated:

	For the Three Months Ended September 30,				Increase (decrease) 2013 versus 2012

	2013		2012		Amount			Percent
	(Dollars in thousands)
Salaries and employee benefits	$	5,772	$	5,336	$	436			8	%
Occupancy and equipment		986		1,041		(55	)		-5	%
Professional fees		602		587		15			3	%
Software subscriptions		381		275		106			39	%
Low income housing investment losses		320		264		56			21	%
Data processing		259		252		7			3	%
Insurance expense		255		198		57			29	%
FDIC deposit insurance premiums		200		248		(48	)		-19	%
Correspondent bank charges		170		156		14			9	%
Foreclosed assets, net		8		9		(1	)		-11	%
Subordinated debt redemption charges		—		601		(601	)		-100	%
Other		1,427		1,180		247			21	%

Total noninterest expense	$	10,380	$	10,147	$	233			2	%

	For the Nine Months Ended September 30,					Increase (decrease) 2013 versus 2012

	2013			2012		Amount			Percent
	(Dollars in thousands)
Salaries and employee benefits	$	17,647		$	16,380	$	1,267			8	%
Occupancy and equipment		3,082			3,004		78			3	%
Professional fees		1,984			2,268		(284	)		-13	%
Software subscriptions		966			878		88			10	%
Low income housing investment losses		930			795		135			17	%
Data processing		838			744		94			13	%
Insurance expense		763			645		118			18	%
FDIC deposit insurance premiums		666			675		(9	)		-1	%
Correspondent bank charges		513			455		58			13	%
Subordinated debt redemption charges		167			601		(434	)		-72	%
Foreclosed assets, net		(242	)		229		(471	)		-206	%
Other		4,236			3,783		453			12	%

Total noninterest expense	$	31,550		$	30,457	$	1,093			4	%

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The following table indicates the percentage of noninterest expense in each category for the periods indicated:

Noninterest Expense by Category

	For the Three Months Ended September 30,

	2013		Percent of Total			2012		Percent of Total
	(Dollars in thousands)
Salaries and employee benefits	$	5,772		56	%	$	5,336		53	%
Occupancy and equipment		986		9	%		1,041		10	%
Professional fees		602		6	%		587		6	%
Software subscriptions		381		4	%		275		3	%
Low income housing investment losses		320		3	%		264		3	%
Data processing		259		2	%		252		2	%
Insurance expense		255		2	%		198		2	%
FDIC deposit insurance premiums		200		2	%		248		2	%
Correspondent bank charges		170		2	%		156		1	%
Foreclosed assets, net		8		0	%		9		0	%
Subordinated debt redemption charges		—		0	%		601		6	%
Other		1,427		14	%		1,180		12	%

Total noninterest expense	$	10,380		100	%	$	10,147		100	%

	For the Nine Months Ended September 30,

	2013			Percent of Total			2012		Percent of Total
	(Dollars in thousands)
Salaries and employee benefits	$	17,647			56	%	$	16,380		54	%
Occupancy and equipment		3,082			10	%		3,004		10	%
Professional fees		1,984			6	%		2,268		7	%
Software subscriptions		966			3	%		878		3	%
Low income housing investment losses		930			3	%		795		3	%
Data processing		838			3	%		744		2	%
Insurance expense		763			2	%		645		2	%
FDIC deposit insurance premiums		666			2	%		675		2	%
Correspondent bank charges		513			2	%		455		1	%
Subordinated debt redemption charges		167			1	%		601		2	%
Foreclosed assets, net		(242	)		-1	%		229		1	%
Other		4,236			13	%		3,783		13	%

Total noninterest expense	$	31,550			100	%	$	30,457		100	%

Noninterest expense for the third quarter of 2013 was $10.4 million, an increase from $10.1 million for the third quarter of 2012. Noninterest expense for the first nine months of 2013 was $31.6 million, compared to $30.5 million for the first nine months of 2012. The increase in noninterest expense for the third quarter of 2013, compared to the same period a year ago, was primarily due to increased salaries and employee benefits, software subscriptions, and other operating expenses, partially offset by lower subordinated debt redemption charges. The increase in noninterest expense for the first nine months of 2013 compared to the same period a year ago was primarily due to increased salaries and employee benefits, low income housing investment losses and insurance expense, partially offset by lower net foreclosed assets expense, professional fees and lower subordinated redemption charges.

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The increase in salaries and employee benefits expense was due to annual salary increases and hiring of additional lending relationship officers. Full time equivalent employees were 192 at September 30, 2013, compared to 188 at September 30, 2012. Data processing and software subscriptions expenses were higher in the third quarter and first nine months of 2013 due to one-time system conversion costs. There were no subordinated debt redemption charges for the third quarter of 2013, and $167,000 of subordinated debt redemption charges for the first nine months of 2013, compared to $601,000 for both the third quarter and first nine months of 2012. There was a net gain on the disposition of foreclosed assets of $242,000 for the first nine months of 2013, compared to a net expense of $229,000 on the foreclosed assets for the first nine months of 2012.

Income Tax Expense

The Company computes its provision for income taxes on a monthly basis. The effective tax rate is determined by applying the Company's statutory income tax rates to pre-tax book income as adjusted for permanent differences between pre-tax book income and actual taxable income. These permanent differences include, but are not limited to, increases in the cash surrender value of life insurance policies, California Enterprise Zone deductions, certain expenses that are not allowed as tax deductions, and tax credits.

The Company's Federal and state income tax expense for the quarter and nine months ended September 30, 2013 was $1.5 million and $3.5 million, respectively. The income tax expense was $939,000 and $3.1 million for the same periods in 2012. The following table shows the Company's effective income tax rates for the periods indicated:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2013			2012			2013			2012
Effective income tax rate		32.0	%		27.4	%		30.1	%		30.1	%

The increase in the effective income tax rate for the third quarter of 2013, compared to the third quarter of 2012, was primarily due to higher pre-tax income with a higher marginal tax rate as a result of fixed deductions. The difference in the effective tax rate compared to the combined Federal and state statutory tax rate of 42% is primarily the result of the Company's investment in life insurance policies whose earnings are not subject to taxes, tax credits related to investments in low income housing limited partnerships, and tax exempt municipal securities. The Company has net investments of $1.5 million in low-income housing limited partnerships as of September 30, 2013.

Some items of income and expense are recognized in different years for tax purposes than when applying generally accepted accounting principles leading to timing differences between the Company's actual tax liability, and the amount accrued for this liability based on book income. These temporary differences comprise the "deferred" portion of the Company's tax expense or benefit, which is accumulated on the Company's books as a deferred tax asset or deferred tax liability until such time as they reverse.

Realization of the Company's deferred tax assets is primarily dependent upon the Company generating sufficient future taxable income to obtain benefit from the reversal of net deductible temporary differences and utilization of tax credit carryforwards and the net operating loss carryforwards for Federal and California state income tax purposes. The amount of deferred tax assets considered realizable is subject to adjustment in future periods based on estimates of future taxable income. Under generally accepted accounting principles a valuation allowance is required to be recognized if it is "more likely than not" that a deferred tax asset will not be realized. The determination of the realizability of the deferred tax assets is highly subjective and dependent upon judgment concerning management's evaluation of both positive and negative evidence, including

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forecasts of future income, cumulative losses, applicable tax planning strategies, and assessments of current and future economic and business conditions.

The Company had net deferred tax assets of $23.7 million and $19.3 million at September 30, 2013, and December 31, 2012, respectively. After consideration of the matters in the preceding paragraph, the Company determined that it is more likely than not that the net deferred tax asset at September 30, 2013 and December 31, 2012 will be fully realized in future years.

FINANCIAL CONDITION

As of September 30, 2013, total assets increased to $1.40 billion, compared to $1.36 billion at September 30, 2012, and decreased from $1.69 billion at December 31, 2012. Excluding the short-term deposits at the Federal Reserve Bank offsetting the short-term demand deposits of $271.9 million from one customer, total assets were $1.42 billion at December 31, 2012. Securities available-for-sale (at fair value) were $280.5 million at September 30, 2013, a decrease of 32% from $410.8 million at September 30, 2012, and a decrease of 24% from $367.9 million at December 31, 2012. Securities held-to-maturity (at amortized cost) were $89.7 million at September 30, 2013, compared to $25.6 million at September 30, 2012, and $51.5 million at December 31, 2012. The total loan portfolio, excluding loans held-for-sale, was $893.1 million at September 30, 2013, an increase of 12% from $799.4 million at September 30, 2012, and an increase of 10% from $812.3 million at December 31, 2012.

Total deposits, increased 5% to $1.20 billion at September 30, 2013, from $1.14 billion at September 30, 2012 and decreased 1% from $1.21 billion, excluding the short-term demand deposits of $271.9 million from one customer at December 31, 2012. There was no subordinated debt at September 30, 2013 compared to $9.3 million at September 30, 2012 and December 31, 2012, as a result of the redemption of $9 million floating-rate subordinated debt during the third quarter of 2013.

Securities Portfolio

The following table reflects the balances for each category of securities at the dates indicated:

	September 30,

	September 30,				December 31, 2012
	2013		2012		December 31, 2012
	(Dollars in thousands)
Securities available-for-sale (at fair value):
Agency mortgage-backed securities	$	212,514	$	334,911	$	291,244
Corporate bonds		47,747		55,036		55,588
Trust preferred securities		20,210		20,809		21,080

Total	$	280,471	$	410,756	$	367,912

Securities held-to-maturity (at amortized cost):
Agency mortgage-backed securities	$	13,229	$	15,756	$	16,659
Municipals—Tax Exempt		76,503		9,836		34,813

	$	89,732	$	25,592	$	51,472

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The following table summarizes the weighted average life and weighted average yields of securities at September 30, 2013:

	September 30, 2013 Weighted Average Life

	After One and Within Five Years					After Five and Within Ten Years					After Ten Years					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
	(Dollars in thousands)
Securities available-for-sale (at fair value):
Agency mortgage-backed securities	$	150,257		2.80	%	$	62,257		2.27	%	$	—		—		$	212,514		2.64	%
Corporate bonds		2,124		3.41	%		45,623		3.18	%		—		—			47,747		3.19	%
Trust preferred securities		—		—			—		—			20,210		4.84	%		20,210		4.84	%

	$	152,381		2.81	%	$	107,880		2.66	%	$	20,210		4.84	%	$	280,471		2.90	%

	September 30, 2013 Weighted Average Life

	After One and Within Five Years					After Five and Within Ten Years					After Ten Years					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
	(Dollars in thousands)
Securities held-to-maturity (at amortized cost):
Agency mortgage-backed securities	$	7,463		1.53	%	$	—		0.00	%	$	5,766		3.28	%	$	13,229		2.29	%
Municipals—Tax Exempt		1,595		4.46	%		9,691		4.22	%		65,217		3.84	%		76,503		3.90	%

	$	9,058		2.04	%	$	9,691		4.22	%	$	70,983		3.79	%	$	89,732		3.66	%

The securities portfolio is the second largest component of the Company's interest-earning assets, and the structure and composition of this portfolio is important to an analysis of the financial condition of the Company. The portfolio serves the following purposes: (i) it provides a source of pledged assets for securing certain deposits and borrowed funds, as may be required by law or by specific agreement with a depositor or lender; (ii) it provides liquidity to even out cash flows from the loan and deposit activities of customers; (iii) it can be used as an interest rate risk management tool, since it provides a large base of assets, the maturity and interest rate characteristics of which can be changed more readily than the loan portfolio to better match changes in the deposit base and other funding sources of the Company; and (iv) it is an alternative interest-earning use of funds when loan demand is weak or when deposits grow more rapidly than loans.

The Company's portfolio may include: (i) U.S. Treasury securities and U.S. Government sponsored entities' debt securities for liquidity and pledging; (ii) mortgage-backed securities, which in many instances can also be used for pledging, and which generally enhance the yield of the portfolio; (iii) municipal obligations, which provide tax free income and limited pledging potential; (iv) collateralized mortgage obligations, which generally enhance the yield of the portfolio; and (v) single entity issue trust preferred securities, which generally enhance the yield on the portfolio.

The Company classifies its securities as either available-for-sale or held-to-maturity at the time of purchase. Prior to the third quarter of 2012, the Company's securities were all classified under existing accounting rules as "available-for-sale" to allow flexibility for the management of the portfolio. Accounting guidance requires available-for-sale securities to be marked to fair value with an offset to accumulated other comprehensive income (loss), a component of shareholders' equity. Monthly adjustments are made to reflect changes in the fair value of the Company's available-for-sale securities. The investment securities available-for-sale portfolio totaled $280.5 million at September 30, 2013, a decrease of 32% from $410.8 million at September 30, 2012, and a decrease of 24% from

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$367.9 million at December 31, 2012. At September 30, 2013, the investment securities available-for-sale portfolio was comprised of $212.5 million of agency mortgage-backed securities (all issued by U.S. Government sponsored entities), $47.8 million of corporate bonds, and $20.2 million of single entity issue trust preferred securities. Due to higher interest rates, there was a pre-tax unrealized loss on securities available-for-sale at September 30, 2013 of ($125,000), compared to a pre-tax unrealized gain on securities available-for-sale at September 30, 2012 of $14.3 million, and a pre-tax unrealized gain on securities available-for-sale at December 31, 2012 of $11.8 million.

The investment securities held-to-maturity portfolio, at amortized cost, totaled $89.7 million at September 30, 2013, compared to $25.6 million at September 30, 2012, and $51.5 million at December 31, 2012. At September 30, 2013, the investment securities held-to-maturity portfolio was comprised of $76.5 million of tax-exempt municipal bonds, and $13.2 million of agency mortgage-backed securities. During the third quarter of 2012, the Company evaluated its available-for-sale portfolio and reclassified at fair value approximately $16.4 million of the mortgage-backed securities with higher price volatility and longer maturities to the held-to-maturity category. The related unrealized after-tax gains of $473,000 at September 30, 2013, remained in accumulated other comprehensive income and will be amortized over the remaining life of the securities as an adjustment of yield, offsetting the related amortization of the premium or accretion of the discount on the transferred securities. No gains or losses were recognized at the time of reclassification. Management considers the held-to-maturity classification of these investment securities to be appropriate based on the Company's positive intent and ability to hold these securities to maturity. The increase in the investment securities held-to-maturity portfolio at September 30, 2013, from September 30, 2012, and December 31, 2012, was primarily due to purchases of higher yielding municipal bonds with favorable tax benefits, which the Company intends to hold until maturity.

The Company has not used interest rate swaps or other derivative instruments to hedge fixed rate loans or securities to otherwise mitigate interest rate risk.

Loans

The Company's loans represent the largest portion of invested assets, substantially greater than the securities portfolio or any other asset category, and the quality and diversification of the loan portfolio is an important consideration when reviewing the Company's financial condition.

Gross loans, excluding loans held-for-sale, represented 64% of total assets at September 30, 2013, 59% at September 30, 2012, and 48% of total assets at December 31, 2012. Gross loans, excluding loans held-for-sale, represented 57% of total assets, excluding the short-term deposits of $271.9 million at the Federal Reserve Bank offsetting the short-term demand deposits from one customer at December 31, 2012. The ratio of loans to deposits increased to 74.70% at September 30, 2013, from 70.24% at September 30, 2012, and increased from 54.91% at December 31, 2012. The loan to deposit ratio was 67.27%, excluding the short-term demand deposits from one customer at December 31, 2012.

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Loan Distribution

The Loan Distribution table that follows sets forth the Company's gross loans, excluding loans held-for-sale, outstanding and the percentage distribution in each category at the dates indicated:

	September 30, 2013						September 30, 2012						December 31, 2012

	Balance			% of Total			Balance			% of Total			Balance			% of Total
	(Dollars in thousands)
Commercial	$	410,933			46	%	$	377,520			47	%	$	375,469			46	%
Real estate:
Commercial and residential		387,777			43	%		336,573			42	%		354,934			44	%
Land and construction		30,780			3	%		24,068			3	%		22,352			3	%
Home equity		50,100			6	%		45,565			6	%		43,865			5	%
Consumer		13,712			2	%		15,649			2	%		15,714			2	%

Total loans		893,302			100	%		799,375			100	%		812,334			100	%
Deferred loan (fees) costs, net		(250	)		—			18			—			(21	)		—

Loans, including deferred fees and costs		893,052			100	%		799,393			100	%		812,313			100	%

Allowance for loan losses		(19,342	)					(19,124	)					(19,027	)

Loans, net	$	873,710					$	780,269					$	793,286

The Company's loan portfolio is concentrated in commercial loans, primarily manufacturing, wholesale, and services, and commercial real estate, with the balance in land development and construction and home equity and consumer loans. The Company does not have any concentrations by industry or group of industries in its loan portfolio, however, 52% of its gross loans were secured by real property at September 30, 2013, compared to 51% at September 30, 2012, and 52% at December 31, 2012. While no specific industry concentration is considered significant, the Company's lending operations are located in areas that are dependent on the technology and real estate industries and their supporting companies.

The Company has established concentration limits in its loan portfolio for commercial real estate loans, commercial loans, construction loans and unsecured lending, among others. All loan types are within established limits. The Company underwrites to the historical cash flow of the borrowers to determine debt service and stress tests the debt service under higher interest rate scenarios. Financial and performance covenants are used in commercial lending to allow the Company to react to a borrower's deteriorating financial condition should that occur.

The Company's commercial loans are made for working capital, financing the purchase of equipment or for other business purposes. Commercial loans include loans with maturities ranging from thirty days to one year and "term loans" with maturities normally ranging from one to five years. Short-term business loans are generally intended to finance current transactions and typically provide for periodic principal payments, with interest payable monthly. Term loans normally provide for floating interest rates, with monthly payments of both principal and interest.

The Company is an active participant in the SBA and U.S. Department of Agriculture guaranteed lending programs, and has been approved by the SBA as a lender under the Preferred Lender Program. The Company regularly makes such guaranteed loans (collectively referred to as "SBA loans"). The guaranteed portion of these loans is typically sold in the secondary market depending on market conditions. When the guaranteed portion of an SBA loan is sold the Company retains the servicing rights for the sold portion. During the third quarter and the first nine months of 2013, loans were sold resulting in a gain on sale of SBA loans of $103,000 and $373,000, respectively. For the third

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quarter and the first nine months of 2012, loans were sold resulting in a gain on sale of SBA loans of $221,000 and $633,000, respectively.

As of September 30, 2013, commercial and residential real estate mortgage loans of $387.8 million consist primarily of adjustable and fixed rate loans secured by deeds of trust on commercial and residential property. The real estate mortgage loans at September 30, 2013, consist of $196.6 million, or 51%, of commercial owner occupied properties, $190.7 million, or 49%, of commercial investment properties, and $483,000 (less than 1%) in residential properties. Properties securing the commercial real estate mortgage loans are generally located in the Company's primary market, which is the Greater San Francisco Bay Area.

The Company's commercial real estate loans consist primarily of loans based on the borrower's cash flow and are secured by deeds of trust on commercial and residential property to provide a secondary source of repayment. The Company generally restricts real estate term loans to no more than 75% of the property's appraised value or the purchase price of the property during the initial underwriting of the credit, depending on the type of property and its utilization. The Company offers both fixed and floating rate loans. Maturities on real estate mortgage loans are generally between five and ten years (with amortization ranging from fifteen to twenty-five years and a balloon payment due at maturity); however, SBA and certain other real estate loans that can be sold in the secondary market may be granted for longer maturities.

The Company's land and construction loans are primarily to finance the development/construction of commercial and single family residential properties. The Company utilizes underwriting guidelines to assess the likelihood of repayment from sources such as sale of the property or availability of permanent mortgage financing prior to making the construction loan. Land and construction loans increased $6.7 million to $30.8 million, at September 30, 2013, from $24.1 million, at September 30, 2012, and increased $8.4 million from $22.4 million, at December 31, 2012.

The Company makes home equity lines of credit available to its existing customers. Home equity lines of credit are underwritten initially with a maximum 75% loan to value ratio. Home equity lines are reviewed at least semiannually, with specific emphasis on loans with a loan to value ratio greater than 70% and loans that were underwritten from mid-2005 through 2008, when real estate values were at the peak in the cycle. The Company takes measures to work with customers to reduce line commitments and minimize potential losses. There have been no adverse classifications to date as a result of the review.

Additionally, the Company makes consumer loans for the purpose of financing automobiles, various types of consumer goods, and other personal purposes. Consumer loans generally provide for the monthly payment of principal and interest. Most of the Company's consumer loans are secured by the personal property being purchased or, in the instances of home equity loans or lines, real property.

With certain exceptions, state chartered banks are permitted to make extensions of credit to any one borrowing entity up to 15% of the bank's capital and reserves for unsecured loans and up to 25% of the bank's capital and reserves for secured loans. For HBC, these lending limits were $25.7 million and $42.8 million at September 30, 2013, respectively.

Loan Maturities

The following table presents the maturity distribution of the Company's loans (excluding loans held-for-sale) as of September 30, 2013. The table shows the distribution of such loans between those loans with predetermined (fixed) interest rates and those with variable (floating) interest rates. Floating rates generally fluctuate with changes in the prime rate as reflected in the Western Edition of The Wall

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Street Journal. As of September 30, 2013, approximately 62% of the Company's loan portfolio consisted of floating interest rate loans.

	Due in One Year or Less		Over One Year But Less than Five Years		Over Five Years		Total

	(Dollars in thousands)
Commercial	$	303,682	$	43,710	$	63,541	$	410,933
Real estate:
Commercial and residential		81,727		185,717		120,333		387,777
Land and construction		30,280		500		—		30,780
Home equity		46,232		1,672		2,196		50,100
Consumer		13,216		414		82		13,712

Loans	$	475,137	$	232,013	$	186,152	$	893,302

Loans with variable interest rates	$	424,068	$	62,804	$	67,602	$	554,474
Loans with fixed interest rates		51,069		169,209		118,550		338,828

Loans	$	475,137	$	232,013	$	186,152	$	893,302

Loan Servicing

As of September 30, 2013 and 2012, $136.0 million and $157.0 million, respectively, in SBA loans were serviced by the Company for others. Activity for loan servicing rights was as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2013			2012			2013			2012
	(Dollars in thousands)
Beginning of period balance	$	631		$	780		$	709		$	792
Additions		28			49			86			164
Amortization		(93	)		(72	)		(229	)		(199	)

End of period balance	$	566		$	757		$	566		$	757

Loan servicing rights are included in accrued interest receivable and other assets on the unaudited consolidated balance sheets and reported net of amortization. There was no valuation allowance as of September 30, 2013 and 2012, as the fair value of the assets was greater than the carrying value.

Activity for the I/O strip receivable was as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2013			2012			2013			2012
	(Dollars in thousands)
Beginning of period balance	$	1,726		$	2,140		$	1,786		$	2,094
Unrealized holding loss		(79	)		(50	)		(139	)		(4	)

End of period balance	$	1,647		$	2,090		$	1,647		$	2,090

Credit Quality

Financial institutions generally have a certain level of exposure to credit quality risk, and could potentially receive less than a full return of principal and interest if a debtor becomes unable or unwilling to repay. Since loans are the most significant assets of the Company and generate the largest

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portion of its revenues, the Company's management of credit quality risk is focused primarily on loan quality. Banks have generally suffered their most severe earnings declines as a result of customers' inability to generate sufficient cash flow to service their debts and/or downturns in national and regional economies and declines in overall asset values including real estate. In addition, certain debt securities that the Company may purchase have the potential of declining in value if the obligor's financial capacity to repay deteriorates.

The Company's policies and procedures identify market segments, set goals for portfolio growth or contraction, and establish limits on industry and geographic credit concentrations. In addition, these policies establish the Company's underwriting standards and the methods of monitoring ongoing credit quality. The Company's internal credit risk controls are centered in underwriting practices, credit granting procedures, training, risk management techniques, and familiarity with loan customers as well as the relative diversity and geographic concentration of our loan portfolio.

The Company's credit risk may also be affected by external factors such as the level of interest rates, employment, general economic conditions, real estate values, and trends in particular industries or geographic markets. As an independent community bank serving a specific geographic area, the Company must contend with the unpredictable changes in the general California market and, particularly, primary local markets. The Company's asset quality has suffered in the past from the impact of national and regional economic recessions, consumer bankruptcies, and depressed real estate values.

Nonperforming assets are comprised of the following: loans and loans held-for-sale for which the Company is no longer accruing interest; restructured loans which have been current under six months; loans 90 days or more past due and still accruing interest (although they are generally placed on nonaccrual when they become 90 days past due, unless they are both well-secured and in the process of collection); and foreclosed assets. Management's classification of a loan as "nonaccrual" is an indication that there is reasonable doubt as to the full recovery of principal or interest on the loan. At that point, the Company stops accruing interest income, and reverses any uncollected interest that had been accrued as income. The Company begins recognizing interest income only as cash interest payments are received and it has been determined the collection of all outstanding principal is not in doubt. The loans may or may not be collateralized, and collection efforts are pursued. Loans may be restructured by management when a borrower has experienced some change in financial status causing an inability to meet the original repayment terms and where the Company believes the borrower will eventually overcome those circumstances and make full restitution. Foreclosed assets consist of properties acquired by foreclosure or similar means that management is offering or will offer for sale.

The following table summarizes the Company's nonperforming assets at the dates indicated:

	September 30,						December 31,

	2013			2012			2012
	(Dollars in thousands)
Nonaccrual loans—held-for-investment	$	14,615		$	17,396		$	17,335
Restructured and loans over 90 days past due and still accruing		502			1,722			859

Total nonperforming loans		15,117			19,118			18,194
Foreclosed assets		631			2,889			1,270

Total nonperforming assets	$	15,748		$	22,007		$	19,464

Nonperforming assets as a percentage of loans plus foreclosed assets		1.76	%		2.74	%		2.39	%
Nonperforming assets as a percentage of total assets		1.12	%		1.62	%		1.15	%

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Nonperforming assets were $15.7 million, or 1.12% of total assets, at September 30, 2013, compared to $22.0 million, or 1.62% of total assets, at September 30, 2012, and $19.5 million, or 1.15% of total assets, at December 31, 2012. Nonperforming assets to total assets were 1.37% 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. Included in total nonperforming assets were foreclosed assets of $631,000 at September 30, 2013, compared to $2.9 million at September 30, 2012, and $1.3 million at December 31, 2012.

The following table provides a summary of the loan portfolio by loan type and credit quality classification at September 30, 2013, September 30, 2012, and December 31, 2012:

	September 30, 2013						September 30, 2012						December 31, 2012

	Nonclassified		Classified		Total		Nonclassified		Classified		Total		Nonclassified		Classified		Total
	(Dollars in thousands)
Commercial	$	396,102	$	14,831	$	410,933	$	353,187	$	24,333	$	377,520	$	355,440	$	20,029	$	375,469
Real estate:
Commercial and residential		380,470		7,307		387,777		323,924		12,649		336,573		345,045		9,889		354,934
Land and construction		28,931		1,849		30,780		18,055		6,013		24,068		18,858		3,494		22,352
Home equity		47,364		2,736		50,100		44,626		939		45,565		41,187		2,678		43,865
Consumer		13,354		358		13,712		15,244		405		15,649		15,321		393		15,714

Total	$	866,221	$	27,081	$	893,302	$	755,036	$	44,339	$	799,375	$	775,851	$	36,483	$	812,334

Classified loans in the table above are gross of SBA guarantees.

The following provides a rollforward of troubled debt restructurings ("TDRs") for the nine month periods ending September 30, 2013 and September 30, 2012:

	Nine Months Ended September 30, 2013

	Performing TDRs			Nonperforming TDRs			Total
	(Dollars in thousands)
Balance at January 1, 2013	$	2,309		$	1,798		$	4,107
Principal repayments/advances/upgrades		(1,798	)		(91	)		(1,889	)
Net charge-offs		—			(372	)		(372	)
New modifications		—			199			199

Balance at September 30, 2013	$	511		$	1,534		$	2,045

	Nine Months Ended September 30, 2012

	Performing TDRs			Nonperforming TDRs			Total
	(Dollars in thousands)
Balance at January 1, 2012	$	3,073		$	4,323		$	7,396
Principal repayments/advances/upgrades		(974	)		(2,613	)		(3,587	)
Net charge-offs		(131	)		—			(131	)
New modifications		458			111			569

Balance at September 30, 2012	$	2,426		$	1,821		$	4,247

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Allowance for Loan Losses

The allowance for loan losses is an estimate of probable incurred losses in the loan portfolio. Loans are charged-off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance for loan losses. Management's methodology for estimating the allowance balance consists of several key elements, which include specific allowances on individual impaired loans and the formula driven allowances on pools of loans with similar risk characteristics. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged-off.

Specific allowances are established for impaired loans. Management considers a loan to be impaired when it is probable that the Company will be unable to collect all amounts due according to the original contractual terms of the loan agreement, including scheduled interest payments. Loans for which the terms have been modified with a concession granted, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired. When a loan is considered to be impaired, the amount of impairment is measured based on the fair value of the collateral less costs to sell if the loan is collateral dependent, or on the present value of expected future cash flows or values that are observable in the secondary market. If the measure of the impaired loans is less than the investment in the loan, the deficiency will be charged off against the allowance for loan losses if the amount is a confirmed loss, or, alternatively, a specific allocation within the allowance will be established. Loans that are considered impaired are specifically excluded from the formula portion of the allowance for loan losses analysis.

The estimated loss factors for pools of loans that are not impaired are based on determining the probability of default and loss given default for loans within each segment of the portfolio, adjusted for significant factors that, in management's judgment, affect collectability as of the evaluation date. The Company's historical delinquency experience and loss experience are utilized to determine the probability of default and loss given default for segments of the portfolio where the Company has experienced losses in the past. For segments of the portfolio where the Company has no significant prior loss experience, the Company uses quantifiable observable industry data to determine the probability of default and loss given default.

Loans that demonstrate a weakness for which there is a possibility of loss if the weakness is not corrected, are categorized as "classified." Classified assets include all loans considered as substandard, substandard-nonaccrual, and doubtful and may result from problems specific to a borrower's business or from economic downturns that affect the borrower's ability to repay or that cause a decline in the value of the underlying collateral (particularly real estate), and foreclosed assets. The principal balance of classified assets, net of SBA guarantees, was $23.3 million at September 30, 2013, $46.0 million at September 30, 2012, and $36.8 million at December 31, 2012. Loans held-for-sale are carried at the lower of cost or estimated fair value, and are not allocated an allowance for loan losses.

It is the policy of management to maintain the allowance for loan losses at a level adequate for risks inherent in the loan portfolio. On an ongoing basis, we have engaged an outside firm to perform independent credit reviews of our loan portfolio. The Federal Reserve Bank of San Francisco and the California Department of Financial Institutions also review the allowance for loan losses as an integral part of the examination process. Based on information currently available, management believes that the allowance for loan losses is adequate. However, the loan portfolio can be adversely affected if California economic conditions and the real estate market in the Company's market area were to further weaken. Also, any weakness of a prolonged nature in the technology industry would have a negative impact on the local market. The effect of such events, although uncertain at this time, could result in an increase in the level of nonperforming loans and increased loan losses, which could

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adversely affect the Company's future growth and profitability. No assurance of the ultimate level of credit losses can be given with any certainty.

The following tables summarize the Company's loan loss experience, as well as provisions and charges to the allowance for loan losses and certain pertinent ratios for the periods indicated:

	Three Months Ended September 30, 2013

	Commercial			Real Estate			Consumer			Total
	(Dollars in thousands)
Balance, beginning of period	$	12,811		$	6,388		$	143		$	19,342
Charge-offs		(254	)		(40	)		—			(294	)
Recoveries		820			7			1			828

Net (charge-offs) recoveries		566			(33	)		1			534
Provision (credit) for loan losses		(10	)		(461	)		(63	)		(534	)

Balance, end of period	$	13,367		$	5,894		$	81		$	19,342

RATIOS:
Annualized net charge-offs (recoveries) to average loans(1)		-0.26	%		0.02	%		0.00	%		-0.24	%
Allowance for loan losses to total loans(1)		1.50	%		0.66	%		0.01	%		2.17	%
Allowance for loan losses to nonperforming loans		88.42	%		38.99	%		0.54	%		127.95	%

(1): Average loans and total loans exclude loans held-for-sale

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	Three Months Ended September 30, 2012

	Commercial			Real Estate			Consumer			Total
	(Dollars in thousands)
Balance, beginning of period	$	13,378		$	6,539		$	106		$	20,023
Charge-offs		(916	)		(1,334	)		—			(2,250	)
Recoveries		149			2			—			151

Net (charge-offs) recoveries		(767	)		(1,332	)		—			(2,099	)
Provision (credit) for loan losses		661			525			14			1,200

Balance, end of period	$	13,272		$	5,732		$	120		$	19,124

RATIOS:
Annualized net charge-offs (recoveries) to average loans(1)		0.39	%		0.67	%		0.00	%		1.06	%
Allowance for loan losses to total loans(1)		1.66	%		0.72	%		0.01	%		2.39	%
Allowance for loan losses to nonperforming loans		69.42	%		29.98	%		0.63	%		100.03	%

(1): Average loans and total loans exclude loans held-for-sale.

	Nine Months Ended September 30, 2013

	Commercial			Real Estate			Consumer			Total
	(Dollars in thousands)
Balance, beginning of period	$	12,866		$	6,034		$	127		$	19,027
Charge-offs		(1,213	)		(96	)		—			(1,309	)
Recoveries		2,158			269			1			2,428

Net (charge-offs) recoveries		945			173			1			1,119
Provision (credit) for loan losses		(444	)		(313	)		(47	)		(804	)

Balance, end of period	$	13,367		$	5,894		$	81		$	19,342

RATIOS:
Annualized net charge-offs (recoveries) to average loans(1)		-0.15	%		-0.03	%		0.00	%		-0.18	%
Allowance for loan losses to total loans(1)		1.50	%		0.66	%		0.01	%		2.17	%
Allowance for loan losses to nonperforming loans		88.42	%		38.99	%		0.54	%		127.95	%

(1): Average loans and total loans exclude loans held-for-sale

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	Nine Months Ended September 30, 2012

	Commercial			Real Estate			Consumer			Total
	(Dollars in thousands)
Balance, beginning of period	$	13,215		$	7,338		$	147		$	20,700
Charge-offs		(3,106	)		(1,480	)		—			(4,586	)
Recoveries		670			225			—			895

Net (charge-offs) recoveries		(2,436	)		(1,255	)		—			(3,691	)
Provision (credit) for loan losses		2,493			(351	)		(27	)		2,115

Balance, end of period	$	13,272		$	5,732		$	120		$	19,124

RATIOS:
Annualized net charge-offs (recoveries) to average loans(1)		0.42	%		0.21	%		0.00	%		0.63	%
Allowance for loan losses to total loans(1)		1.66	%		0.72	%		0.01	%		2.39	%
Allowance for loan losses to nonperforming loans		69.42	%		29.98	%		0.63	%		100.03	%

(1): Average loans and total loans exclude loans held-for-sale.

The following table provides a summary of the allocation of the allowance for loan losses for specific class at the dates indicated. The allocation presented should not be interpreted as an indication that charges to the allowance for loan losses will be incurred in these amounts or proportions, or that the portion of the allowance allocated to each category represents the total amount available for charge-offs that may occur within these classes.

Allocation of Allowance for Loan Losses

	September 30,										December 31,

	2013					2012					2012
	Allowance		Percent of Loans in each category to total loans			Allowance		Percent of Loans in each category to total loans			Allowance		Percent of Loans in each category to total loans
	(Dollars in thousands)
Commercial	$	13,367		46	%	$	13,272		47	%	$	12,866		46	%
Real estate:
Commercial and residential		4,310		43	%		4,916		42	%		4,609		44	%
Land and construction		373		3	%		325		3	%		399		3	%
Home equity		1,211		6	%		491		6	%		1,026		5	%
Consumer		81		2	%		120		2	%		127		2	%

Total	$	19,342		100	%	$	19,124		100	%	$	19,027		100	%

The allowance for loan losses totaled $19.3 million, or 2.17% of total loans at September 30, 2013, compared to $19.1 million, or 2.39% of total loans at September 30, 2012, and $19.0 million, or 2.34% of total loans at December 31, 2012. Loan charge-offs reflect the realization of losses in the portfolio that were partially recognized previously through the provision for loan losses. The Company had net recoveries of $534,000, or 0.24% of average loans, for the third quarter of 2013, compared to net charge-offs of $2.1 million, or 1.06% of average loans, for the third quarter of 2012, and net charge-offs of $766,000, or 0.38% of average loans, for the fourth quarter of 2012. The allowance for loan losses related to the commercial portfolio increased $501,000 at September 30, 2013 from December 31, 2012, as a result of a credit to the provision for loan losses of $444,000 and net recoveries of $945,000. The increase in the allowance for loan losses was primarily due to an increase in the balance of commercial

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loans outstanding, partially offset by a decline in historical charge off levels. The allowance for loan losses related to the real estate portfolio decreased $140,000 at September 30, 2013 from December 31, 2012, as a result of a credit to the provision for loan losses of $313,000 and net recoveries of $173,000. The decrease in the allowance for loan losses was primarily due to improved risk grading and credit metrics on real estate loans, as well as a decline in historical charge off levels.

Deposits

The composition and cost of the Company's deposit base are important components in analyzing the Company's net interest margin and balance sheet liquidity characteristics, both of which are discussed in greater detail in other sections herein. The Company's liquidity is impacted by the volatility of deposits or other funding instruments or, in other words, by the propensity of that money to leave the institution for rate-related or other reasons. Deposits can be adversely affected if economic conditions in California, and the Company's market area in particular, continue to weaken. Potentially, the most volatile deposits in a financial institution are jumbo certificates of deposit, meaning time deposits with balances that equal or exceed $100,000, as customers with balances of that magnitude are typically more rate-sensitive than customers with smaller balances.

The following table summarizes the distribution of deposits and the percentage of distribution in each category of deposits for the periods indicated:

	September 30, 2013					September 30, 2012					December 31, 2012

	Balance		% to Total			Balance		% to Total			Balance		% to Total
	(Dollars in thousands)
Demand, noninterest-bearing	$	409,269		34	%	$	405,880		36	%	$	727,684		49	%
Demand, interest-bearing		178,783		15	%		159,361		14	%		155,951		10	%
Savings and money market		312,991		26	%		281,579		25	%		272,047		18	%
Time deposits—under $100		22,029		2	%		26,513		2	%		25,157		2	%
Time deposits—$100 and over		195,321		17	%		170,430		15	%		190,502		13	%
Time deposits—brokered		62,833		5	%		89,172		8	%		97,807		7	%
CDARS—money market and time deposits		14,311		1	%		5,098		0	%		10,220		1	%

Total deposits	$	1,195,537		100	%	$	1,138,033		100	%	$	1,479,368		100	%

The Company obtains deposits from a cross-section of the communities it serves. The Company's business is not generally seasonal in nature. The Company is not dependent upon funds from sources outside the United States. Less than 9% of deposits at September 30, 2013, 6% at September 30, 2012, and December 31, 2012 were from public sources.

Deposits totaled $1.20 billion at September 30, 2013, compared to $1.14 billion at September 30, 2012, and $1.48 billion at December 31, 2012. Late in the fourth quarter of 2012, the Company received short-term demand deposits in the amount of $467.5 million from one customer for specific transactions. Of this amount, $195.6 million was subsequently withdrawn, for a net outstanding balance of $271.9 million at December 31, 2012. Deposits (excluding all time deposits, CDARS deposits, and the short term demand deposits from one customer at December 31, 2012) increased to $901.0 million at September 30, 2013, an increase of $54.2 million, or 6% from $846.8 million at September 30, 2012, and increased $17.2 million, or 2%, from $883.8 million at December 31, 2012.

At September 30, 2013, the Company had $112.7 million (at fair value) of securities pledged for $98.0 million in certificates of deposits from the State of California. At September 30, 2012, the Company had $77.6 million of securities pledged for $65.0 million in certificates of deposits from the State of California. At December 31, 2012, the Company had $95.3 million (at fair value) of securities pledged for $85.0 million in certificates of deposits from the State of California. At September 30,

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2013, brokered deposits decreased $26.4 million, or 30%, to $62.8 million, compared to $89.2 million at September 30, 2012, and decreased $35.0 million, or 36%, from $97.8 million at December 31, 2012.

CDARS deposits were comprised of $7.9 million of money market accounts and $6.4 million of time deposits at September 30, 2013. All of the $5.1 million of CDARS deposits at September 30, 2012, were time deposits. CDARS deposits were comprised of $5.0 million of money market accounts and $5.2 million of time deposits at December 31, 2012.

The following table indicates the contractual maturity schedule of the Company's time deposits of $100,000 and over, and all CDARS time deposits and brokered deposits as of September 30, 2013:

	Balance

	(Dollars in thousands)
Three months or less	$	78,382	30	%
Over three months through six months		99,427	38	%
Over six months through twelve months		48,531	18	%
Over twelve months		38,189	14	%

Total	$	264,529	100	%

The Company focuses primarily on providing and servicing business deposit accounts that are frequently over $100,000 in average balance per account. As a result, certain types of business clients that the Company serves typically carry average deposits in excess of $100,000. The account activity for some account types and client types necessitates appropriate liquidity management practices by the Company to help ensure its ability to fund deposit withdrawals.

Return on Equity and Assets

The following table indicates the ratios for return on average assets and average equity, and average equity to average assets for the periods indicated:

	Three Months Ended September 30,						Nine Months Ended September 30,

	2013			2012			2013			2012
Annualized return on average assets		0.90	%		0.73	%		0.78	%		0.72	%
Annualized return on average tangible assets		0.90	%		0.73	%		0.78	%		0.73	%
Annualized return on average equity		7.58	%		5.91	%		6.44	%		5.59	%
Annualized return on average tangible equity		7.65	%		5.99	%		6.51	%		5.67	%
Dividend payout ratio(1)		29.82	%		N/A			11.70	%		N/A
Average equity to average assets ratio		11.85	%		12.31	%		12.03	%		12.96	%

(1): Percentage is calculated based on dividends paid on common stock and Series C Preferred Stock (on an as converted basis) divided by net income.

Off-Balance Sheet Arrangements

In the normal course of business, the Company makes commitments to extend credit to its customers as long as there are no violations of any conditions established in the contractual arrangements. These commitments are obligations that represent a potential credit risk to the Company, but are not reflected on the Company's consolidated balance sheets. Total unused commitments to extend credit were $353.1 million at September 30, 2013, compared to $297.9 million at September 30, 2012, and $308.9 million at December 31, 2012. Unused commitments represented 40%, 37%, and 38% of outstanding gross loans at September 30, 2013, September 30, 2012, and December 31, 2012, respectively.

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The effect on the Company's revenues, expenses, cash flows and liquidity from the unused portion of the commitments to provide credit cannot be reasonably predicted because there is no certainty that lines of credit and letters of credit will ever be fully utilized. The following table presents the Company's commitments to extend credit for the periods indicated:

	September 30,

	September 30,								December 31, 2012
	2013				2012				December 31, 2012
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
	(Dollars in thousands)
Unused lines of credit and commitments to make loans	$	7,220	$	335,384	$	9,866	$	278,317	$	8,410	$	291,191
Standby letters of credit		—		10,524		2,200		7,564		2,200		7,051

	$	7,220	$	345,908	$	12,066	$	285,881	$	10,610	$	298,242

Liquidity and Asset/Liability Management

Liquidity refers to the Company's ability to maintain cash flows sufficient to fund operations and to meet obligations and other commitments in a timely and cost effective fashion. At various times the Company requires funds to meet short-term cash requirements brought about by loan growth or deposit outflows, the purchase of assets, or liability repayments. An integral part of the Company's ability to manage its liquidity position appropriately is the Company's large base of core deposits, which are generated by offering traditional banking services in its service area and which have historically been a stable source of funds. To manage liquidity needs properly, cash inflows must be timed to coincide with anticipated outflows or sufficient liquidity resources must be available to meet varying demands. The Company manages liquidity to be able to meet unexpected sudden changes in levels of its assets or deposit liabilities without maintaining excessive amounts of balance sheet liquidity. Excess balance sheet liquidity can negatively impact the Company's interest margin. In order to meet short-term liquidity needs the Company utilizes overnight Federal funds purchase arrangements and other borrowing arrangements with correspondent banks, solicits brokered deposits if cost effective deposits are not available from local sources and maintains collateralized lines of credit with the FHLB and FRB. In addition, the Company can raise cash for temporary needs by selling securities under agreements to repurchase and selling securities available-for-sale.

One of the measures we analyze for liquidity is our loan to deposit ratio. Our loan to deposit ratio was 74.70% at September 30, 2013, compared to 70.24% at September 30, 2012, and 54.91% at December 31, 2012. The loan to deposit ratio was 67.27% at December 31, 2012, excluding the $271.9 million, respectively, of short-term demand deposits from one customer.

FHLB and FRB Borrowings and Available Lines of Credit

The Company has off-balance sheet liquidity in the form of Federal funds purchase arrangements with correspondent banks, including the FHLB and FRB. The Company can borrow from the FHLB on a short-term (typically overnight) or long-term (over one year) basis. The Company had no overnight borrowings from the FHLB at September 30, 2013, September 30, 2012 and December 31, 2012. The Company had $251.3 million of loans pledged to the FHLB as collateral on an available line of credit of $120.7 million at September 30, 2013.

The Company can also borrow from FRB's discount window. The Company had $311.5 million of loans pledged to the FRB as collateral on an available line of credit of $234.1 million at September 30, 2013, none of which was outstanding.

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At September 30, 2013, the Company had Federal funds purchase arrangements available of $55.0 million. There were no Federal funds purchased outstanding at September 30, 2013, September 30, 2012, and December 31, 2012.

The Company may also utilize securities sold under repurchase agreements to manage our liquidity position. There were no securities sold under agreements to repurchase at September 30, 2013, September 30, 2012, and December 31, 2012.

The following table summarizes the Company's borrowings under its Federal funds purchased, security repurchase arrangements and lines of credit for the periods indicated:

	September 30,

	September 30,					December 31, 2012
	2013		2012			December 31, 2012
	(Dollars in thousands)
Average balance year-to-date	$	—	$	1,617		$	—
Average interest rate year-to-date		N/A		0.24	%		N/A
Maximum month-end balance during the quarter	$	—	$	—		$	—
Average rate at period-end		N/A		N/A			N/A

Capital Resources

The Company uses a variety of measures to evaluate capital adequacy. Management reviews various capital measurements on a regular basis and takes appropriate action to ensure that such measurements are within established internal and external guidelines. The external guidelines, which are issued by the Federal Reserve Board and the FDIC, establish a risk-adjusted ratio relating capital to different categories of assets and off-balance sheet exposures. There are two categories of capital under the Federal Reserve Board and FDIC guidelines: Tier 1 and Tier 2 Capital. Our Tier 1 Capital currently consists of total shareholders' equity (excluding accumulated other comprehensive income or loss) and the proceeds from the issuance of trust preferred securities (trust preferred securities are counted only up to a maximum of 25% of Tier 1 capital), less goodwill and other intangible assets and disallowed deferred tax assets. Our Tier 2 Capital includes the allowances for loan losses and off-balance sheet credit losses.

In July 2013, the Federal banking regulators approved a final rule to implement the revised capital adequacy standards of the Basel Committee on Banking Supervision, commonly called Basel III, and to address relevant provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). The final rule strengthens the definition of regulatory capital, increases risk-based capital requirements, makes selected changes to the calculation of risk-weighted assets, and adjusts the prompt corrective action thresholds. Community banking organizations, such as the Company and the Bank, become subject to the new rule on January 1, 2015 and certain provisions of the new rule will be phased in over the period of 2015 through 2019. The final rule:

•: Permits banking organizations that had less than $15 billion in total consolidated assets as of December 31, 2009, or were mutual holding companies as of May 19, 2010, to include in Tier 1 capital trust preferred securities and cumulative perpetual preferred stock that were issued and included in Tier 1 capital prior to May 19, 2010, subject to a limit of 25% of Tier 1 capital elements, excluding any non-qualifying capital instruments and after all regulatory capital deductions and adjustments have been applied to Tier 1 capital.
•: Establishes new qualifying criteria for regulatory capital, including new limitations on the inclusion of deferred tax assets and mortgage servicing rights.
•: Requires a minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5%.
•: Increases the minimum Tier 1 capital to risk-weighted assets ratio requirement from 4% to 6%.

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•: Retains the minimum total capital to risk-weighted assets ratio requirement of 8%.
•: Establishes a minimum leverage ratio requirement of 4%.
•: Retains the existing regulatory capital framework for 1-4 family residential mortgage exposures.
•: Permits banking organizations that are not subject to the advanced approaches rule, such as the Company and the Bank, to retain, through a one-time election, the existing treatment for most accumulated other comprehensive income, such that unrealized gains and losses on securities available for sale will not affect regulatory capital amounts and ratios.
•: Implements a new capital conservation buffer requirement for a banking organization to maintain a common equity capital ratio more than 2.5% above the minimum common equity Tier 1 capital, Tier 1 capital and total risk-based capital ratios in order to avoid limitations on capital distributions, including dividend payments, and certain discretionary bonus payments. The capital conservation buffer requirement will be phased in beginning on January 1, 2016 at 0.625% and will be fully phased in at 2.50% by January 1, 2019. A banking organization with a buffer of less than the required amount would be subject to increasingly stringent limitations on such distributions and payments as the buffer approaches zero. The new rule also generally prohibits a banking organization from making such distributions or payments during any quarter if its eligible retained income is negative and its capital conservation buffer ratio was 2.5% or less at the end of the previous quarter. The eligible retained income of a banking organization is defined as its net income for the four calendar quarters preceding the current calendar quarter, based on the organization's quarterly regulatory reports, net of any distributions and associated tax effects not already reflected in net income.
•: Increases capital requirements for past-due loans, high volatility commercial real estate exposures, and certain short-term commitments and securitization exposures.
•: Expands the recognition of collateral and guarantors in determining risk-weighted assets.
•: Removes references to credit ratings consistent with the Dodd-Frank Act and establishes due diligence requirements for securitization exposures.

Management is currently evaluating the provisions of the final rule and their expected impact on the Company and the Bank.

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The following table summarizes risk-based capital, risk-weighted assets, and risk-based capital ratios of the consolidated Company:

	September 30,

	September 30,						December 31, 2012
	2013			2012			December 31, 2012
	(Dollars in thousands)
Capital components:
Tier 1 Capital	$	161,523		$	154,350		$	157,947
Tier 2 Capital		14,508			13,109			13,254

Total risk-based capital	$	176,031		$	167,459		$	171,201

Risk-weighted assets	$	1,155,477		$	1,042,590		$	1,054,394
Average assets for capital purposes	$	1,408,107		$	1,328,119		$	1,378,011

										Well-Capitalized Regulatory Requirements			Minimum Regulatory Requirements
Capital ratios:
Total risk-based capital		15.2	%		16.1	%		16.2	%		10.00	%		8.00	%
Tier 1 risk-based capital		14.0	%		14.8	%		15.0	%		6.00	%		4.00	%
Leverage(1)		11.5	%		11.6	%		11.5	%		N/A			4.00	%

(1): Tier 1 capital divided by quarterly average assets (excluding goodwill, other intangible assets and disallowed deferred tax assets).

The table above presents the capital ratios of the consolidated Company computed in accordance with applicable regulatory guidelines and compared to the standards for minimum capital adequacy requirements for bank holding companies.

The following table summarizes risk-based capital, risk-weighted assets, and risk-based capital ratios of HBC:

	September 30,

	September 30,						December 31, 2012
	2013			2012			December 31, 2012
	(Dollars in thousands)
Capital components:
Tier 1 Capital	$	144,097		$	144,530		$	147,742
Tier 2 Capital		14,499			13,123			13,262

Total risk-based capital	$	158,596		$	157,653		$	161,004

Risk-weighted assets	$	1,154,758		$	1,043,754		$	1,055,061
Average assets for capital purposes	$	1,407,011		$	1,329,036		$	1,378,238

										Well-Capitalized Regulatory Requirements			Minimum Regulatory Requirements
Capital ratios:
Total risk-based capital		13.7	%		15.1	%		15.3	%		10.00	%		8.00	%
Tier 1 risk-based capital		12.5	%		13.8	%		14.0	%		6.00	%		4.00	%
Leverage(1)		10.2	%		10.9	%		10.7	%		5.00	%		4.00	%

(1): Tier 1 capital divided by quarterly average assets (excluding goodwill, other intangible assets and disallowed deferred tax assets).

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The table above presents the capital ratios of HBC computed in accordance with applicable regulatory guidelines and compared to the standards for minimum capital adequacy requirements under the FDIC's prompt corrective action authority.

Quantitative measures established by regulation to help ensure capital adequacy require the Company and HBC to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined). Management believes that, as of September 30, 2013, September 30, 2012, and December 31, 2012, the Company and HBC met all capital adequacy guidelines to which they were subject.

As of September 30, 2013 HBC was categorized as "well-capitalized" under the regulatory framework for prompt corrective action. There are no conditions or events since September 30, 2013 that management believes have changed the categorization of the Company or HBC as well-capitalized.

At September 30, 2013, the Company had total shareholders' equity of $170.5 million, including $19.5 million in preferred stock, $132.3 million in common stock, $23.0 million in retained earnings, and ($4.3) million of accumulated other comprehensive loss.

The accumulated other comprehensive loss of ($4.3) million at September 30, 2013 decreased from accumulated other comprehensive income of $4.8 million at September 31, 2012, and accumulated other comprehensive income of $2.7 million at December 31, 2012. The decrease was primarily due to an unrealized loss on securities available-for-sale of ($69,000), net of taxes, at September 30, 2013, compared to an unrealized gain on securities available-for-sale of $8.3 million, net of taxes, at September 30, 2012, and an unrealized gain on securities available-for-sale $6.9 million, net of taxes, at December 31, 2012. The components of other comprehensive loss, net of taxes, at September 30, 2013 include the following: an unrealized loss on available-for-sale securities of ($69,000); the remaining unamortized unrealized gain on securities available-for-sale transferred to held-to-maturity of $473,000; a liability adjustment on split dollar insurance contracts of ($2.4) million; a liability adjustment on the supplemental executive retirement plan of ($3.3) million; and an unrealized gain on interest-only strip from SBA loans of $956,000.

Mandatory Redeemable Cumulative Trust Preferred Securities

To enhance regulatory capital and to provide liquidity, the Company, through unconsolidated subsidiary grantor trusts, issued the following mandatory redeemable cumulative trust preferred securities of subsidiary grantor trusts: In the first quarter of 2000, the Company issued $7.0 million principal amount of 10.875% fixed-rate subordinated debt due on March 8, 2030, and common securities of $217,000 to a subsidiary trust, which in turn issued a similar amount of trust preferred securities. In the third quarter of 2000, the Company issued $7.0 million principal amount of 10.60% fixed-rate subordinated debt due on September 7, 2030, and common securities of $206,000 to a subsidiary trust, which in turn issued a similar amount of trust preferred securities. In the third quarter of 2001, the Company issued $5.2 million aggregate principal amount of Floating Rate Junior Subordinated Deferrable Interest Debentures due on July 31, 2031 to a subsidiary trust, which in turn issued a similar amount of trust preferred securities. In the third quarter of 2002, the Company issued $4.1 million of aggregate principal amount of Floating Rate Junior Subordinated Deferrable Interest Debentures due on September 26, 2032 to a subsidiary trust, which in turn issued a similar amount of trust preferred securities. The subordinated debt was recorded as a component of long-term debt and included the value of the common stock issued by the trusts to the Company. The common stock was recorded as other assets for the amount issued. Under applicable regulatory guidelines, the trust preferred securities currently qualified as Tier I capital. The subsidiary trusts were not consolidated in the Company's consolidated financial statements. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, certain trust preferred securities will no longer be eligible to be included as

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Tier 1 capital for regulatory purposes. The trust preferred securities continued to be eligible for Tier 1 capital under Dodd-Frank for bank holding companies with less than $15 billion of assets.

During the third quarter of 2012, the Company redeemed its 10.875% fixed- rate subordinated debentures in the amount of $7 million issued to Heritage Capital Trust I and the Company's 10.600% fixed-rate subordinated debentures in the amount of $7 million issued to Heritage Statutory Trust I. The related trust securities issued by Capital Trust I and Statutory Trust I were also redeemed in connection with the subordinated debt redemption and the trusts were dissolved.

During the third quarter of 2013, the Company redeemed its Company's Floating Rate Junior Subordinated Debentures due July 31, 2031 in the amount of $5 million issued to Heritage Statutory Trust II and the Company's Floating Rate Junior Subordinated Debentures due September 26, 2032, in the amount of $4 million issued to Heritage Statutory Trust III (collectively referred to as the "Floating-Rate Sub Debt"). The $5 million Floating-Rate Sub Debt was redeemed on July 31, 2013. The $4 million Floating-Rate Sub Debt was redeemed on September 26, 2013. The related trust securities issued by Statutory Trust II and Statutory Trust III were also redeemed in connection with the subordinated debt redemption and the trusts were dissolved. The Company used available cash and proceeds from a $9 million distribution from the Bank for the redemption. The Company incurred a total charge of $167,000 in the second quarter of 2013, representing the agency origination fees associated with the Floating-Rate Sub Debt. On an annual basis, the redemption of the Floating-Rate Sub Debt will eliminate approximately $360,000 in interest expense.

U.S. Treasury Capital Purchase Program

The Company received $40 million in November 2008 through the issuance of its Series A Preferred Stock and a warrant to purchase 462,963 shares of its common stock to the Treasury through the U.S. Treasury Capital Purchase Program. The Series A Preferred Stock qualified as a component of Tier 1 capital.

On March 7, 2012, in accordance with approvals received from the U.S. Treasury and the Federal Reserve, the Company repurchased all of the Series A Preferred Stock and paid the related accrued and unpaid dividends. The repurchase of the Series A Preferred Stock will save $2.0 million in annual dividends. On June 12, 2013, the Company completed the repurchase of the common stock warrant for $140,000.

Series C Preferred Stock

On June 21, 2010, the Company issued to various institutional investors 21,004 shares of newly issued Series C Preferred Stock. The Series C Preferred Stock is mandatorily convertible into 5,601,000 shares of common stock at a conversion price of $3.75 per share upon a subsequent transfer of the Series C Preferred stock to third parties not affiliates with the holder in a widely dispersed offering. The Series C Preferred Stock is non-voting except in the case of certain transactions that would affect the rights of the holders of the Series C Preferred Stock or applicable law. Holders of Series C Preferred Stock will receive dividends if and only to the extent dividends are paid to holders of common stock. The Series C Preferred Stock is not redeemable by the Company or by the holders and has a liquidation preference of $1,000 per share. The Series C Preferred Stock ranks senior to the Company's common stock.

Market Risk

Market risk is the risk of loss of future earnings, fair values, or future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributed to all

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market risk sensitive financial instruments, including securities, loans, deposits and borrowings, as well as the Company's role as a financial intermediary in customer-related transactions. The objective of market risk management is to avoid excessive exposure of the Company's earnings and equity to loss and to reduce the volatility inherent in certain financial instruments.

Interest Rate Management

Market risk arises from changes in interest rates, exchange rates, commodity prices and equity prices. The Company's market risk exposure is primarily that of interest rate risk, and it has established policies and procedures to monitor and limit earnings and balance sheet exposure to changes in interest rates. The Company does not engage in the trading of financial instruments, nor does the Company have exposure to currency exchange rates.

The principal objective of interest rate risk management (often referred to as "asset/liability management") is to manage the financial components of the Company in a manner that will optimize the risk/reward equation for earnings and capital in relation to changing interest rates. The Company's exposure to market risk is reviewed on a regular basis by the Asset/Liability Committee. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income. Management realizes certain risks are inherent, and that the goal is to identify and manage the risks. Management uses two methodologies to manage interest rate risk: (i) a standard GAP analysis; and (ii) an interest rate shock simulation model.

The planning of asset and liability maturities is an integral part of the management of an institution's net interest margin. To the extent maturities of assets and liabilities do not match in a changing interest rate environment, the net interest margin may change over time. Even with perfectly matched repricing of assets and liabilities, risks remain in the form of prepayment of loans or securities or in the form of delays in the adjustment of rates of interest applying to either earning assets with floating rates or to interest bearing liabilities. The Company has generally been able to control its exposure to changing interest rates by maintaining primarily floating interest rate loans and a majority of its time certificates with relatively short maturities.

Interest rate changes do not affect all categories of assets and liabilities equally or at the same time. Varying interest rate environments can create unexpected changes in prepayment levels of assets and liabilities, which may have a significant effect on the net interest margin and are not reflected in the interest sensitivity analysis table. Because of these factors, an interest sensitivity GAP report may not provide a complete assessment of the exposure to changes in interest rates.

The Company uses modeling software for asset/liability management in order to simulate the effects of potential interest rate changes on the Company's net interest margin, and to calculate the estimated fair values of the Company's financial instruments under different interest rate scenarios. The program imports current balances, interest rates, maturity dates and repricing information for individual financial instruments, and incorporates assumptions on the characteristics of embedded options along with pricing and duration for new volumes to project the effects of a given interest rate change on the Company's interest income and interest expense. Rate scenarios consisting of key rate and yield curve projections are run against the Company's investment, loan, deposit and borrowed funds portfolios. These rate projections can be shocked (an immediate and parallel change in all base rates, up or down) and ramped (an incremental increase or decrease in rates over a specified time period), based on current trends and econometric models or stable economic conditions (unchanged from current actual levels).

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The following table sets forth the estimated changes in the Company's annual net interest income that would result from the designated instantaneous parallel shift in interest rates noted, as of September 30, 2013. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

	Increase/(Decrease) in Estimated Net Interest Income

	Amount			Percent
	(Dollars in thousands)
Change in Interest Rates (basis points)
+400	$	10,770			21.2	%
+300	$	8,006			15.8	%
+200	$	5,224			10.3	%
+100	$	2,456			4.8	%
0	$	—			0.0	%
-100	$	(4,757	)		-9.4	%
-200	$	(10,097	)		-19.9	%

This data does not reflect any actions that we may undertake in response to changes in interest rates such as changes in rates paid on certain deposit accounts based on local competitive factors, which could reduce the actual impact on net interest income.

As with any method of gauging interest rate risk, there are certain shortcomings inherent to the methodology noted above. The model assumes interest rate changes are instantaneous parallel shifts in the yield curve. In reality, rate changes are rarely instantaneous. The use of the simplifying assumption that short-term and long-term rates change by the same degree may also misstate historic rate patterns, which rarely show parallel yield curve shifts. Further, the model assumes that certain assets and liabilities of similar maturity or period to repricing will react in the same way to changes in rates. In reality, certain types of financial instruments may react in advance of changes in market rates, while the reaction of other types of financial instruments may lag behind the change in general market rates. Additionally, the methodology noted above does not reflect the full impact of annual and lifetime restrictions on changes in rates for certain assets, such as adjustable rate loans. When interest rates change, actual loan prepayments and actual early withdrawals from certificates may deviate significantly from the assumptions used in the model. Finally, this methodology does not measure or reflect the impact that higher rates may have on adjustable-rate loan clients' ability to service their debt. All of these factors are considered in monitoring the Company's exposure to interest rate risk.

ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information concerning quantitative and qualitative disclosure or market risk called for by Item 305 of Regulation S-K is included as part of Item 2 above.

ITEM 4—CONTROLS AND PROCEDURES

Disclosure Control and Procedures

The Company has carried out an evaluation, under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of September 30, 2013. As defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed or

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submitted under the Exchange Act are recorded, processed, summarized and reported on a timely basis. Disclosure controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded the Company's disclosure controls were effective as of September 30, 2013, the period covered by this report on Form 10-Q.

During the three and nine months ended September 30, 2013, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to affect, our internal controls over financial reporting.

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Part II—OTHER INFORMATION

ITEM 1—LEGAL PROCEEDINGS

The Company is involved in certain legal actions arising from normal business activities. Management, based upon the advice of legal counsel, believes the ultimate resolution of all pending legal actions will not have a material effect on the financial statements of the Company.

ITEM 1A—RISK FACTORS

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2012, which could materially affect our business, financial condition and/or operating results. There were no material changes from risk factors previously disclosed in our 2012 Annual Report on Form 10-K. The risk factors identified are in addition to those contained in any other cautionary statements, written or oral, which may be made or otherwise addressed in connection with a forward-looking statement or contained in any of our subsequent filings with the Securities and Exchange Commission.

ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3—DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4—MINE SAFETY DISCLOSURES

None

ITEM 5—OTHER INFORMATION

None

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ITEM 6—EXHIBITS

Exhibit			Description

	3.1		Heritage Commerce Corp Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K filed on March 4, 2010)
	3.2		Certificate of Amendment of Articles of Incorporation of Heritage Commerce Corp as filed with the California Secretary of State on June 1, 2010 (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 filed July 23, 2010).
	3.3		Heritage Commerce Corp Bylaws, as amended (incorporated by reference to the Registrant's Current Report on Form 8-K filed on June 28, 2013)
	4.1		Certificate of Determination for Series C Convertible Perpetual Preferred Stock (incorporated by reference to the Registrant's Form 8-K filed on June 22, 2010)
	12.1		Calculation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
	31.1		Certification of Registrant's Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
	31.2		Certification of Registrant's Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
	32.1		Certification of Registrant's Chief Executive Officer Pursuant To 18 U.S.C. Section 1350
	32.2		Certification of Registrant's Chief Financial Officer Pursuant To 18 U.S.C. Section 1350
	101.INS		XBRL Instance Document, furnished herewith
	101.SCH		XBRL Taxonomy Extension Schema Document, furnished herewith
	101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document, furnished herewith
	101.DEF		XBRL Taxonomy Extension Definition Linkbase Document, furnished herewith
	101.LAB		XBRL Taxonomy Extension Label Linkbase Document, furnished herewith
	101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document, furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Heritage Commerce Corp (Registrant)
Date: November 6, 2013		/s/ WALTER T. KACZMAREK Walter T. Kaczmarek Chief Executive Officer
Date: November 6, 2013		/s/ LAWRENCE D. MCGOVERN Lawrence D. McGovern Chief Financial Officer

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EXHIBIT INDEX

Exhibit		Description

3.1		Heritage Commerce Corp Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K filed on March 4, 2010)
3.2		Certificate of Amendment of Articles of Incorporation of Heritage Commerce Corp as filed with the California Secretary of State on June 1, 2010 (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 filed July 23, 2010).
3.3		Heritage Commerce Corp Bylaws, as amended (incorporated by reference to the Registrant's Current Report on Form 8-K filed on June 28, 2013)
4.1		Certificate of Determination for Series C Convertible Perpetual Preferred Stock (incorporated by reference to the Registrant's Form 8-K filed on June 22, 2010)
12.1		Calculation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
31.1		Certification of Registrant's Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Registrant's Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Registrant's Chief Executive Officer Pursuant To 18 U.S.C. Section 1350
32.2		Certification of Registrant's Chief Financial Officer Pursuant To 18 U.S.C. Section 1350
101.INS		XBRL Instance Document, furnished herewith
101.SCH		XBRL Taxonomy Extension Schema Document, furnished herewith
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document, furnished herewith
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document, furnished herewith
101.LAB		XBRL Taxonomy Extension Label Linkbase Document, furnished herewith
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document, furnished herewith