Heritage Commerce Corp Reports Financial Results for 2008


SAN JOSE, Calif., Jan. 29, 2009 (GLOBE NEWSWIRE) -- Heritage Commerce Corp (Nasdaq:HTBK), parent company of Heritage Bank of Commerce, announced today earnings for 2008 of $1.8 million, or $0.13 per diluted common share. Heritage Commerce Corp earned $14.1 million, or $1.12 per diluted common share, for the year ended December 31, 2007. In the fourth quarter of 2008, net income was $700,000, or $0.04 per diluted common share, compared to $2.8 million, or $0.21 per diluted common share for the same quarter a year ago.

Fourth Quarter Financial Highlights



  -- The Company raised $40 million in new capital as a participant
     in the U.S. Department of the Treasury's Capital Purchase
     Program ("CPP"). The Company has made $32 million (or 80% of CPP
     money) in new loan  commitments and $46 million in renewed loan
     commitments from the date of the  investment  by the U.S.
     Treasury on November  21, 2008 through the end of the year.

  -- Capital ratios exceed regulatory well-capitalized standards, 
     including a leverage ratio of 11.03% at December 31, 2008.

  -- Total assets were $1.5 billion, an increase of 11% from
     December 31, 2007.

  -- Loans increased 20% to $1.25 billion, an increase of $212
     million from December 31, 2007.

  -- Commercial loans accounted for 42% of the loan portfolio,
     compared to 40% a year ago.

  -- The Company has no direct exposure to subprime loans or
     securities.

"Our focus on building a strong relationship lending team and expanding our East Bay market continues to prove its value to our franchise," said Walter Kaczmarek, President and Chief Executive Officer. "Despite the continuing problems in the national and regional economy, we ended the year with an after-tax profitable quarter and positive earnings for the full year. We anticipate some of the issues that impacted operations in 2008 will continue in 2009, including pressure on margins from low interest rates, declining real estate values and overall economic contraction. Our focus on relationship lending, coupled with the CPP capital infusion completed in November 2008, has allowed us to continue to provide lending to our customers and build value for our shareholders."

Balance Sheet and Capital Management

Heritage's assets totaled $1.5 billion at December 31, 2008, compared to $1.35 billion a year ago, and $1.51 billion at September 30, 2008. Total loans were $1.25 billion at December 31, 2008, compared to $1.04 billion at December 31, 2007, and $1.25 billion at September 30, 2008. Deposits totaled $1.15 billion at December 31, 2008, compared to $1.06 billion at December 31, 2007, and $1.19 billion at September 30, 2008.

The securities portfolio of $104.5 million at December 31, 2008 consisted primarily of short term U.S. Treasury securities, U.S. government sponsored entities' debt securities, mortgage-backed securities, collateralized mortgage obligations, and municipal bonds. The Company has no direct exposure to so-called subprime loans or securities, nor does it own any Fannie Mae or Freddie Mac equity securities.

The Company's loan portfolio at December 31, 2008 consisted of 42% commercial loans, 32% commercial real estate mortgage loans, 21% land and construction, and 5% home equity and consumer loans.

Total deposits decreased $32.1 million in the fourth quarter of 2008, compared to the third quarter of 2008, primarily due to lower balances in title insurance company, escrow, and real estate exchange facilitators' accounts. These decreases were partially offset by an $11.2 million increase in brokered deposits.

Shareholders' equity increased to $184.3 million, or $8.37 tangible book value per common share, at December 31, 2008, compared to $164.8 million, or $9.20 tangible book value per share, a year ago, and increased from $144.3 million, or $8.18 tangible book value per share, at September 30, 2008. Capital ratios continue to be above the well-capitalized guidelines established by regulatory agencies. The leverage ratio at December 31, 2008 was 11.03%, compared to 11.05% at December 31, 2007, and 8.27% at September 30, 2008.

On November 21, 2008, the Company completed its $40 million capital raise through the issuance of preferred stock and common stock warrants to the U.S. Department of Treasury. This transaction was part of the U.S. Treasury's Capital Purchase Program to encourage U.S. financial institutions to build capital to increase the flow of financing to U.S. businesses and consumers and to support the U.S. economy. The preferred shares will pay a 5% dividend for the first five years, after which the rate will increase to 9% if the preferred shares are not redeemed by the Company. Proceeds from this capital infusion enhanced the Company's already well-capitalized position and increased our ability to meet the needs of our customers and the communities we serve.

From the time the Company received the investment from the Treasury through December 31, 2008, the Company made $32 million (or 80% of CPP money) in new loan commitments and $46 million in renewed loan commitments. Total loans increased $212 million, or 20%, for the year ended December 31, 2008.

Credit Quality

Primarily due to a softening in the real estate market, which is expected to continue well into 2009, nonperforming assets ("NPAs") increased by $16.0 million from September 30, 2008 to December 31, 2008. Nonperforming assets totaled $41.1 million, or 2.74% of total assets, at December 31, 2008, compared to $4.5 million, or 0.34% of total assets at December 31, 2007, and $25.1 million, or 1.66% of total assets at September 30, 2008.

Other real estate owned ("OREO") was $660,000 at December 31, 2008, compared to $1.1 million at December 31, 2007, and $970,000 at September 30, 2008. Two OREO properties were sold during the fourth quarter of 2008, resulting in a net loss of $93,000.

Net charge-offs in the fourth quarter of 2008 were $1.8 million or 0.59% of average loans, compared to net recoveries of $21,000 or (0.01%) of average loans in the fourth quarter of 2007. Net charge-offs in the third quarter of 2008 were $129,000 or 0.04% of average loans. For the full year, net charge-offs totaled $2.7 million, or 0.23% of average loans, compared to net recoveries of $825,000 or (0.10%) of average loans in 2007.

The allowance for loan losses was $25.0 million at December 31, 2008, representing 2.00% of total loans and 62% of nonperforming loans, compared to $12.2 million at December 31, 2007, representing 1.18% of total loans and 353% of nonperforming loans. At September 30, 2008, the allowance for loan losses was $22.3 million or 1.79% of total loans and 93% of nonperforming loans.

Operating Results

Net income during 2008 was impacted by the net interest margin compression, a higher provision for loan losses, and lower noninterest income resulting from the Company's strategic decision to retain, rather than sell, SBA loan production.

Net interest income decreased to $12.4 million in the fourth quarter of 2008 from $13.8 million in the fourth quarter of 2007, and $13.0 million in the third quarter of 2008. The fourth quarter of 2008 net interest margin was 3.64%, down 19 basis points, compared to 3.83% for the third quarter this year, and down 106 basis points from 4.70% in the fourth quarter a year ago. For 2008, the net interest margin decreased 92 basis points to 3.94% from 4.86% in 2007. Decreases in the net interest margin are primarily the result of the 500 basis points decline in short-term interest rates from September 18, 2007 through December 31, 2008.

Noninterest income was $1.8 million for the fourth quarter of 2008, compared to $1.6 million for the fourth quarter of 2007, and $1.7 million for the prior quarter. Noninterest income was $6.8 million in 2008, compared to $8.1 million a year ago. Gains on sales of SBA loans were $0 in 2008, compared to $1.8 million in 2007. Noninterest income was primarily comprised of loan servicing income, the increase in cash surrender value of Company owned life insurance, and service charges on deposit accounts.

Noninterest expense was $10.4 million for the fourth quarter of 2008, compared to $10.2 million for the fourth quarter of 2007, and $10.4 million for the third quarter of 2008. Noninterest expense increased to $42.4 million in 2008, compared to $37.5 million in 2007. Operating expenses increased in 2008 due to the full year impact of the acquisition of Diablo Valley Bank on June 20, 2007, the new office in Walnut Creek, the addition of experienced banking professionals, the write-off of leasehold improvements in the third quarter of 2008 due to the consolidation of our two offices in Los Altos, higher regulatory assessments, and an increase in legal fees and OREO expense.

The income tax benefit for the quarter and the year ended December 31, 2008 was $1.4 million, as compared to income tax expense of $1.7 million and $8.1 million for the same periods in 2007. The negative effective income tax rates for the quarter and year ended December 31, 2008 were due to reduced pre-tax earnings. The negative tax rates correspond to a benefit, rather than expense, of $1.4 million for the quarter and for the year ended December 31, 2008. The effective income tax rates for the fourth quarter and year ended 2007 were 37.5% and 36.6%, respectively. 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 investments in tax-free municipal securities. The effective tax rates in 2008 are lower compared to 2007 because pre-tax income decreased substantially while benefits from tax advantaged investments did not.

The efficiency ratio was 73.40% in the fourth quarter of 2008, compared to 70.56% in the third quarter of 2008, and 66.17% in the fourth quarter of 2007. The efficiency ratio in 2008 increased to 72.71% from 62.81% a year ago. The efficiency ratio increased in 2008 primarily due to compression of the net interest margin, a decrease in noninterest income, and an increase in expenses, as discussed above.

The annualized returns on average assets (ROAA) and average equity (ROAE) for the fourth quarter of 2008 were 0.19% and 1.71%, compared to 0.84% and 6.62% for the fourth quarter of 2007, respectively. ROAA and ROAE were 0.12% and 1.15% for 2008, compared to 1.18% and 9.47% for 2007, respectively. The annualized returns on average tangible assets (ROATA) and average tangible equity (ROATE) for the fourth quarter of 2008 were 0.19% and 2.42%, compared to 0.87% and 9.26% for the fourth quarter of 2007, respectively. ROATA and ROATE were 0.13% and 1.67% for 2008, compared to 1.21% and 11.43% for 2007, respectively.

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

Forward Looking Statement Disclaimer

Forward-looking statements are based on management's knowledge and belief as of today and include information concerning the company's possible or assumed future financial condition, and its results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. A number of factors, some of which are beyond the company's ability to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. These factors include (1) difficult and adverse conditions in the global and domestic capital and credit markets, (2) continued volatility and further deterioration of the capital and credit markets, (3) significant changes in banking laws or regulations, including, without limitation, as a result of the Emergency Economic Stabilization Act and the creation of and possible amendments to the Troubled Asset Relief Program (TARP), including the Capital Purchase Program and related executive compensation requirements, (4) continued uncertainty about the impact of TARP and other recent federal programs on the financial markets including levels of volatility and credit availability, (5) a more adverse than expected decline or continued weakness in general business and economic conditions, either nationally, regionally or locally in areas where the company conducts its business, which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense, (6) changes in interest rates, reducing interest rate margins or increasing interest rate risks, (7) changes in market liquidity which may reduce interest margins and impact funding sources, (8) increased competition in the company's markets, (9) changes in the financial performance and/or condition of the company's borrowers, (10) current and further deterioration in the housing and commercial real estate markets particularly in California and (11) increases in Federal Deposit Insurance Corporation premiums due to market developments and regulatory changes. For a discussion of factors which could cause results to differ, please see the Company's reports on Forms 10-K and 10-Q as filed with the Securities and Exchange Commission and the Company's press releases. Readers should not place undue reliance on the forward-looking statements, which reflect management's view only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances.

Member FDIC



 ---------------------------------------------------------------------
 CONSOLIDATED INCOME STATEMENTS
 (in $000's, unaudited)
                                                      Percent Change
                    For the Three Months Ended:            From:
                ----------------------------------  ------------------
                 Dec. 31,    Sept. 30,   Dec. 31,   Sept. 30, Dec. 31,
                   2008        2008        2007       2008      2007
 -------------------------------------------------  ------------------
 Interest
  Income        $   18,166  $   19,197  $   21,056        -5%      -14%
 Interest
  Expense            5,771       6,151       7,261        -6%      -21%
                ----------------------------------
  Net Interest
   Income           12,395      13,046      13,795        -5%      -10%
 Provision for
  Loan Losses        4,500       1,587         725       184%      521%
                ----------------------------------
  Net Interest
   Income after
   Provision for
   Loan Losses       7,895      11,459      13,070       -31%      -40%
 Noninterest
  Income:
  Gain on Sale
   of SBA Loans         --          --          --       N/A       N/A
  Servicing
   Income              443         491         584       -10%      -24%
  Increase in
   Cash
   Surrender
   Value of Life
   Insurance           413         416         373        -1%       11%
  Service
   Charges and
   Fees on
   Deposit
   Accounts            550         505         329         9%       67%
  Other                391         276         350        42%       12%
                ----------------------------------
 Total
  Noninterest
  Income             1,797       1,688       1,636         6%       10%
                ----------------------------------
 Noninterest
  Expense:
  Salaries &
   Employee
   Benefits          4,930       5,665       5,747       -13%      -14%
  Occupancy &
   Equipment         1,112       1,348       1,262       -18%      -12%
  Other              4,375       3,384       3,202        29%       37%
                ----------------------------------
 Total
  Noninterest
  Expense           10,417      10,397      10,211         0%        2%
                ----------------------------------
 Income (Loss)
  Before Income
  Taxes               (725)      2,750       4,495      -126%     -116%
 Income Tax
  Expense
  (Benefit)         (1,425)        309       1,687      -561%     -184%
                ----------------------------------
 Net Income            700       2,441       2,808       -71%      -75%
 Dividends and
  Discount
  Accretion on
  Preferred
  Stock                255          --          --       N/A       N/A
                ----------------------------------
 Net Income
  Available to
  Common
  Shareholders  $      445  $    2,441  $    2,808       -82%      -84%
                ==================================

 PER COMMON
  SHARE DATA
 (unaudited)
 Basic Earnings
  Per Share     $     0.04  $     0.21  $     0.22       -81%      -82%
 Diluted
  Earnings Per
  Share         $     0.04  $     0.21  $     0.21       -81%      -81%
 Common Shares
  Outstanding at
  Period End    11,820,509  11,820,509  12,774,926         0%       -7%
 Book Value Per
  Share         $    12.38  $    12.21  $    12.90         1%       -4%
 Tangible Book
  Value Per
  Share         $     8.37  $     8.18  $     9.20         2%       -9%

 KEY FINANCIAL
  RATIOS
 (unaudited)
 Annualized
  Return on
  Average Equity      1.71%       6.78%       6.62%      -75%      -74%
 Annualized
  Return on
  Average
  Tangible
  Equity              2.42%      10.15%       9.26%      -76%      -74%
 Annualized
  Return on
  Average Assets      0.19%       0.65%       0.84%      -71%      -77%
 Annualized
  Return on
  Average
  Tangible
  Assets              0.19%       0.67%       0.87%      -72%      -78%
 Net Interest
  Margin              3.64%       3.83%       4.70%       -5%      -23%
 Efficiency
  Ratio              73.40%      70.56%      66.17%        4%       11%

 AVERAGE
  BALANCES
 (in $000's,
  unaudited)
 Average Assets $1,494,245  $1,499,734  $1,324,242         0%       13%
 Average
  Tangible
  Assets        $1,446,732  $1,452,044  $1,276,392         0%       13%
 Average Earning
  Assets        $1,354,829  $1,353,730  $1,165,127         0%       16%
 Average Total
  Loans         $1,233,763  $1,231,931  $  978,310         0%       26%
 Average Loans
  Held-For-Sale $       --  $       --  $       --       N/A       N/A
 Average
  Deposits      $1,179,456  $1,191,151  $1,092,387        -1%        8%
 Average Demand
  Deposits -
  Noninterest
  Bearing       $  263,301  $  261,578  $  264,404         1%        0%
 Average
  Interest
  Bearing
  Deposits      $  916,155  $  929,573  $  827,983        -1%       11%
 Average
  Interest
  Bearing
  Liabilities   $1,039,814  $1,066,264  $  867,965        -2%       20%
 Average Equity $  162,465  $  143,318  $  168,207        13%       -3%
 Average
  Tangible
  Equity        $  114,952  $   95,628  $  120,357        20%       -4%

                                         At and For the Year
                                                Ended:
                                        ----------------------
                                          Dec. 31,    Dec. 31,  Percent
                                           2008         2007    Change
                                        ----------------------  -------
 Interest Income                        $   75,957  $   78,712     -4%
 Interest Expense                           24,444      27,012     -10%
                                        ----------------------
  Net Interest Income                       51,513      51,700       0%
 Provision for Loan Losses                  15,537         (11) 141345%
                                        ----------------------
  Net Interest Income after Provision
   for Loan Losses                          35,976      51,711     -30%
 Noninterest Income:
  Gain on Sale of SBA Loans                     --       1,766    -100%
  Servicing Income                           1,790       2,181     -18%
  Increase in Cash Surrender Value of
   Life Insurance                            1,645       1,443      14%
  Service Charges and Fees on Deposit
   Accounts                                  2,007       1,284      56%
  Other                                      1,349       1,378      -2%
                                        ----------------------
 Total Noninterest Income                    6,791       8,052     -16%
                                        ----------------------

 Noninterest Expense:
  Salaries & Employee Benefits              22,624      21,160       7%
  Occupancy & Equipment                      4,623       4,195      10%
  Other                                     15,145      12,175      24%
                                        ----------------------
 Total Noninterest Expense                  42,392      37,530      13%
                                        ----------------------
 Income (Loss) Before Income Taxes             375      22,233     -98%
 Income Tax Expense (Benefit)               (1,387)      8,137    -117%
                                        ----------------------
 Net Income                                  1,762      14,096     -88%
 Dividends and Discount Accretion on
  Preferred Stock                              255          --     N/A
                                        ----------------------
 Net Income Available to Common
  Shareholders                          $    1,507  $   14,096     -89%
                                        ==========  ==========

 PER COMMON SHARE DATA
 (unaudited)
 Basic Earnings Per Share               $     0.13  $     1.14     -89%
 Diluted Earnings Per Share             $     0.13  $     1.12     -88%
 Common Shares Outstanding at
  Period End                            11,820,509  12,774,926      -7%
 Book Value Per Share                   $    12.38  $    12.90      -4%
 Tangible Book Value Per Share          $     8.37  $     9.20      -9%

 KEY FINANCIAL RATIOS
 (unaudited)
 Annualized Return on Average Equity          1.15%       9.47%    -88%
 Annualized Return on Average Tangible
  Equity                                      1.67%      11.43%    -85%
 Annualized Return on Average Assets          0.12%       1.18%    -90%
 Annualized Return on Average Tangible
  Assets                                      0.13%       1.21%    -89%
 Net Interest Margin                          3.94%       4.86%    -19%
 Efficiency Ratio                            72.71%      62.81%     16%

 AVERAGE BALANCES
 (in $000's, unaudited)
 Average Assets                         $1,456,361  $1,193,890      22%
 Average Tangible Assets                $1,408,573  $1,168,380      21%
 Average Earning Assets                 $1,308,358  $1,063,062      23%
 Average Total Loans                    $1,178,194  $  835,712      41%
 Average Loans Held-For-Sale            $       --  $    9,216    -100%
 Average Deposits                       $1,160,926  $  981,713      18%
 Average Demand Deposits - Noninterest
  Bearing                               $  258,624  $  242,308       7%
 Average Interest Bearing Deposits      $  902,302  $  739,405      22%
 Average Interest Bearing Liabilities   $1,016,515  $  779,362      30%
 Average Equity                         $  153,216  $  148,835       3%
 Average Tangible Equity                $  105,428  $  123,504     -15%
 ---------------------------------------------------------------------


 ---------------------------------------------------------------------
 CONSOLIDATED BALANCE SHEETS
 (in $000's, unaudited)
                                                      Percent Change
                           End of Period:                  From:
                ----------------------------------  ------------------
                 Dec. 31,    Sept. 30,   Dec. 31,   Sept. 30, Dec. 31,
                   2008        2008        2007       2008      2007
 -------------------------------------------------  ------------------
 ASSETS
 Cash and Due
  from Banks    $   29,996  $   35,718  $   39,793       -16%      -25%
 Federal Funds
  Sold                 100         100       9,300         0%      -99%
 Securities
  Available-for-
  Sale, at Fair
  Value            104,475     107,565     135,402        -3%      -23%
 Loans:
  Commercial
   Loans           525,080     532,367     411,251        -1%       28%
  Real Estate-
   Mortgage        405,530     405,897     361,211         0%       12%
  Real Estate-
   Land and
   Construction    256,567     253,134     215,597         1%       19%
  Home Equity       55,490      51,981      44,187         7%       26%
  Consumer Loans     4,310       5,549       3,044       -22%       42%
                ----------------------------------
   Loans         1,246,977   1,248,928   1,035,290         0%       20%
 Deferred Loan
  Costs, Net         1,654       1,412       1,175        17%       41%
                ----------------------------------
  Total Loans,
   Net of
   Deferred
   Costs         1,248,631   1,250,340   1,036,465         0%       20%
 Allowance for
  Loan Losses      (25,007)    (22,323)    (12,218)       12%      105%
                ----------------------------------
  Net Loans      1,223,624   1,228,017   1,024,247         0%       19%
 Company Owned
  Life Insurance    40,649      40,236      38,643         1%        5%
 Premises &
  Equipment, Net     9,517       9,318       9,308         2%        2%
 Goodwill           43,181      43,181      42,614         0%        1%
 Intangible
  Assets             4,231       4,407       4,696        -4%      -10%
 Accrued
  Interest
  Receivable and
  Other Assets      43,454      43,339      43,469         0%        0%
                ----------------------------------
  Total Assets  $1,499,227  $1,511,881  $1,347,472        -1%       11%
                ==================================

 LIABILITIES &
  SHAREHOLDERS'
  EQUITY
 Liabilities:
  Deposits
   Demand
    Deposits-
    Noninterest
    Bearing     $  261,337  $  257,739  $  268,005         1%       -2%
   Demand
    Deposits-
    Interest
    Bearing        134,814     139,377     150,527        -3%      -10%
   Savings and
    Money Market   344,767     400,863     432,293       -14%      -20%
   Time
    Deposits,
    Under $100      45,615      34,792      34,092        31%       34%
   Time
    Deposits,
    $100 and
    Over           171,269     168,361     139,562         2%       23%
   Brokered
    Deposits       196,248     185,052      39,747         6%      394%
                ----------------------------------
 Total Deposits  1,154,050   1,186,184   1,064,226        -3%        8%
 Securities Sold
  Under
  Agreement to
  Repurchase        35,000      35,000      10,900         0%      221%
 Note Payable       15,000      15,000          --         0%      N/A
 Other Short-
  term
  Borrowings        55,000      80,000      60,000       -31%       -8%
 Notes Payable
  To Subsidiary
  Grantor Trusts    23,702      23,702      23,702         0%        0%
 Accrued
  Interest
  Payable and
  Other
  Liabilities       32,208      27,711      23,820        16%       35%
                ----------------------------------
 Total
  Liabilities    1,314,960   1,367,597   1,182,648        -4%       11%

 Shareholders'
  Equity:
  Preferred
   Stock, Net       37,900          --          --       N/A       N/A
  Common Stock      78,854      76,490      92,414         3%      -15%
  Accumulated
   Other
   Comprehensive
   Loss               (291)       (512)       (888)      -43%      -67%
  Retained
   Earnings         67,804      68,306      73,298        -1%       -7%
                ----------------------------------
 Total
  Shareholders'
  Equity           184,267     144,284     164,824        28%       12%
                ----------------------------------
  Total
   Liabilities &
   Shareholders'
   Equity       $1,499,227  $1,511,881  $1,347,472        -1%       11%
                ==================================


 CREDIT QUALITY
  DATA
 (in $000's,
  unaudited)
 Nonaccrual
  Loans         $   39,981  $   23,095  $    3,363        73%     1089%
 Loans Over 90
  Days Past Due
  and Still
  Accruing             460       1,016         101       -55%      355%
                ----------------------------------
  Total
   Nonperforming
   Loans            40,441      24,111       3,464        68%     1067%
 Other Real
  Estate Owned         660         970       1,062       -32%      -38%
                ----------------------------------
  Total
   Nonperforming
   Assets       $   41,101  $   25,081  $    4,526        64%      808%
                ==================================
 Net Charge-offs
  (Recoveries)  $    1,816  $      129  $      (21)     1308%     8748%
 Net Charge-offs
  as Percent of
  Average Loans       0.59%       0.04%      -0.01%     1375%     6000%
 Allowance for
  Loan Losses to
  Total Loans         2.00%       1.79%       1.18%       12%       69%
 Allowance for
  Loan Losses to
  Nonperforming
  Loans              61.84%      92.58%     352.71%      -33%      -82%
 Nonperforming
  Assets to
  Total Assets        2.74%       1.66%       0.34%       65%      706%
 Nonperforming
  Loans to Total
  Loans               3.24%       1.93%       0.33%       68%      882%

 OTHER PERIOD-
  END
  STATISTICS
 (unaudited)
 Shareholders'
  Equity / Total
  Assets             12.29%       9.54%      12.23%       29%        0%
 Loan to Deposit
  Ratio             108.20%     105.41%      97.39%        3%       11%
 Noninterest
  Bearing
  Deposits /
  Total Deposits     22.65%      21.73%      25.18%        4%      -10%
 Leverage Ratio      11.03%       8.27%      11.05%       33%        0%
 ----------------------------------------------------------------------


                                         For the Three Months Ended
                                             December 31, 2008
                                       ------------------------------

 NET INTEREST INCOME AND                            Interest   Average
  NET INTEREST MARGIN                   Average     Income/     Yield/
 (in $000's, unaudited)                 Balance     Expense     Rate
 ------------------------------------- ----------   --------   ------
 Assets:
 Loans, gross                          $1,233,763    $16,964     5.47%
 Securities                               116,256      1,193     4.08%
 Interest bearing deposits in other
  financial institutions                    1,814          7     1.54%
 Federal funds sold                         2,996          2     0.27%
                                       ----------   --------
   Total interest earning assets        1,354,829    $18,166     5.33%
                                                    --------
  Cash and due from banks                  29,137
  Premises and equipment, net               9,486
  Goodwill and other intangible assets     47,513
  Other assets                             53,280
                                       ----------
    Total assets                       $1,494,245
                                       ==========

 Liabilities and shareholders' equity:
 Deposits:
 Demand, interest bearing                $134,861       $237     0.70%
 Savings and money market                 376,344      1,304     1.38%
 Time deposits, under $100                 42,142        285     2.69%
 Time deposits, $100 and over             157,846        963     2.43%
 Brokered time deposits                   204,962      1,962     3.81%
 Notes payable to subsidiary grantor
   trusts                                  23,702        537     9.01%
 Securities sold under agreement to
  repurchase                               35,000        263     2.99%
 Note payable                              15,000        108     2.86%
 Other short-term borrowings               49,957        112     0.89%
                                       ----------   --------
   Total interest bearing liabilities   1,039,814     $5,771     2.21%
                                                    --------
 Demand, noninterest bearing              263,301
 Other liabilities                         28,665
                                       ----------
   Total liabilities                    1,331,780
 Shareholders' equity                     162,465
                                       ----------
   Total liabilities and shareholders'
    equity                             $1,494,245
                                       ==========


 Net interest income / margin                        $12,395     3.64%
                                                    ========

                                         For the Three Months Ended
                                             December 31, 2007
                                       ------------------------------
 NET INTEREST INCOME AND                            Interest   Average
  NET INTEREST MARGIN                   Average     Income/     Yield/
 (in $000's, unaudited)                 Balance     Expense     Rate
 ------------------------------------- ----------   --------   ------
 Assets:
 Loans, gross                          $  978,310   $ 18,864     7.65%
 Securities                               151,588      1,783     4.67%
 Interest bearing deposits in other
  financial institutions                    3,744         37     3.92%
 Federal funds sold                        31,485        372     4.69%
                                       ----------   --------
   Total interest earning assets        1,165,127   $ 21,056     7.17%
                                                    --------

 Cash and due from banks                   40,843
 Premises and equipment, net                9,483
 Goodwill and other intangible assets      47,850
 Other assets                              60,939
                                       ----------
   Total assets                        $1,324,242
                                       ==========

 Liabilities and shareholders' equity:
 Deposits:
 Demand, interest bearing              $  144,149   $    745     2.05%
 Savings and money market                 467,199      3,647     3.10%
 Time deposits, under $100                 33,164        326     3.90%
 Time deposits, $100 and over             138,164      1,287     3.70%
 Brokered time deposits                    45,307        537     4.70%
 Notes payable to subsidiary grantor
  trusts                                   23,702        580     9.71%
 Securities sold under agreement to
  repurchase                               10,900         76     2.77%
 Note payable                                  --         --      N/A
 Other short-term borrowings                5,380         63     4.65%
                                       ----------   --------
   Total interest bearing liabilities     867,965   $  7,261     3.32%
                                                    --------
 Demand, noninterest bearing              264,404
 Other liabilities                         23,666
                                       ----------
   Total liabilities                    1,156,035
 Shareholders' equity                     168,207
                                       ----------
   Total liabilities and shareholders'
    equity                             $1,324,242
                                       ==========


 Net interest income / margin                        $13,795     4.70%
                                                    ========

                                             For the Year Ended
                                              December 31, 2008
                                       ------------------------------
 NET INTEREST INCOME AND                            Interest   Average
  NET INTEREST MARGIN                   Average     Income/     Yield/
 (in $000's, unaudited)                 Balance     Expense     Rate
 ------------------------------------- ----------   --------   ------
 Assets:
  Loans, gross                         $1,178,194   $ 70,488     5.98%
  Securities                              126,223      5,395     4.27%
  Interest bearing deposits in other
   financial institutions                     881         16     1.82%
  Federal funds sold                        3,060         58     1.90%
                                       ----------   --------
    Total interest earning assets       1,308,358   $ 75,957     5.81%
                                                    --------

  Cash and due from banks                  34,339
  Premises and equipment, net               9,273
  Goodwill and other intangible assets     47,788
  Other assets                             56,603
                                       ----------
    Total assets                       $1,456,361
                                       ==========


  Liabilities and shareholders' equity:
  Deposits:
  Demand, interest bearing             $  145,785   $  1,513     1.04%
  Savings and money market                433,839      7,679     1.77%
  Time deposits, under $100                36,301      1,101     3.03%
  Time deposits, $100 and over            162,298      4,853     2.99%
  Brokered time deposits                  124,079      4,889     3.94%
  Notes payable to subsidiary grantor
   trusts                                  23,702      2,148     9.06%
  Securities sold under agreement to
   repurchase                              32,030        937     2.93%
  Note payable                             10,243        292     2.85%
  Other short-term borrowings              48,238      1,032     2.14%
                                       ----------   --------
    Total interest bearing liabilities  1,016,515   $ 24,444     2.40%
                                                    --------
  Demand, noninterest bearing             258,624
  Other liabilities                        28,006
                                       ----------
    Total liabilities                   1,303,145
  Shareholders' equity                    153,216
                                       ----------
    Total liabilities and shareholders'
     equity                            $1,456,361
                                       ==========

  Net interest income / margin                      $ 51,513     3.94%
                                                    ========

                                            For the Year Ended
                                             December 31, 2007
                                       ------------------------------
 NET INTEREST INCOME AND                            Interest   Average
  NET INTEREST MARGIN                   Average     Income/     Yield/
 (in $000's, unaudited)                 Balance     Expense     Rate
 ------------------------------------- ----------   --------   ------
 Assets:
 Loans, gross                          $  844,928   $ 68,405     8.10%
 Securities                               165,884      7,636     4.60%
 Interest bearing deposits in other
  financial institutions                    3,132        141     4.50%
 Federal funds sold                        49,118      2,530     5.15%
                                       ----------   --------
   Total interest earning assets        1,063,062   $ 78,712     7.40%
                                                    --------
 Cash and due from banks                   37,435
 Premises and equipment, net                6,218
 Goodwill and other intangible assets      25,331
 Other assets                              61,844
                                       ----------
   Total assets                        $1,193,890
                                       ==========


 Liabilities and shareholders' equity:
 Deposits:
 Demand, interest bearing              $  143,801   $  3,154     2.19%
 Savings and money market                 393,750     12,368     3.14%
 Time deposits, under $100                 32,196      1,243     3.86%
 Time deposits, $100 and over             119,812      5,151     4.30%
 Brokered time deposits                    49,846      2,295     4.60%
 Notes payable to subsidiary grantor
  trusts                                   23,702      2,329     9.83%
 Securities sold under agreement to
  repurchase                               14,504        387     2.67%
 Note payable                                  --         --      N/A
 Other short-term borrowings                1,751         85     4.85%
                                       ----------   --------
   Total interest bearing liabilities     779,362   $ 27,012     3.47%
                                                    --------
 Demand, noninterest bearing              242,308
 Other liabilities                         23,385
                                       ----------
   Total liabilities                    1,045,055
 Shareholders' equity                     148,835
                                       ----------
   Total liabilities and
    shareholders' equity               $1,193,890
                                       ==========
 Net interest income / margin                       $ 51,700     4.86%
                                                    ========


            

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