QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transitional period from
to
(Amended by Exch Act Rel No. 312905. eff 4/26/93.)
Commission File No. 000-23877
HERITAGE COMMERCE CORP
(Exact name of registrant as specified in its charter)
California 77-0469558
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 Almaden Blvd., San Jose, California 95113
(Address of principal executive offices) (Zip Code)
(408) 947-6900
(Registrant's telephone number, including area code)
None
(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. [X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The Registrant had 3,295,896 shares of Common Stock outstanding on
July 1, 1998.
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HERITAGE COMMERCE CORP
Condensed Consolidated Statements of Cash Flows (Unaudited)
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Six Months ended June 30,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net income $ 983,000 $ 712,000
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 271,000 177,000
Provision for loan losses 510,000 365,000
Gain on sale of investments available-for-sale (67,000) (16,000)
Amortization / accretion of discounts and premiums 37,000 86,000
Proceeds from sales of loans (33,000) (65,000)
Originations of loans held for sale (2,157,000) (2,464,000)
Maturities of loans held for sale 67,000 814,000
Increase in accrued interest receivable and other assets (861,000) (853,000)
Increase in accrued interest payable and other liabilities 225,000 73,000
Net cash used by operating activities (1,025,000) (1,171,000)
Cash flows from investing activities:
Net increase in loans (39,290,000) (12,902,000)
Purchases of investment securities available-for-sale (23,971,000) (20,222,000)
Maturities of investment securities available-for-sale 7,513,000 7,018,000
Sales of investment securities available-for-sale 2,067,000 4,573,000
Purchases of investment securities held-to-maturity (7,014,000) (2,617,000)
Maturities of investment securities held-to-maturity 5,311,000 3,179,000
Purchases of corporate owned life insurance (809,000) ---
Capital expenditures (1,235,000) (453,000)
Net cash used by investing activities (57,428,000) (21,424,000)
Cash flows from financing activities:
Net increase in deposits 80,673,000 49,716,000
Proceeds from sale of securities under agreement to repurchase --- (5,010,000)
Proceeds from issuance of common stock --- 27,000
Net cash provided by financing activities 80,673,000 44,733,000
Net increase in cash and cash equivalents 22,220,000 22,138,000
Cash and cash equivalents, beginning of period 43,185,000 12,615,000
Cash and cash equivalents, end of period $ 65,405,000 $ 34,753,000
Other cash flow information:
Interest paid $ 2,876,000 $ 1,830,000
Income taxes paid 521,000 463,000
Non-cash financing activity:
Transfer from accumulated deficit to common stock
due to stock dividend $ --- $ 1,304,000
See accompanying notes to condensed consolidated financial statements.
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SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, THE REGISTRANT CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
HERITAGE COMMERCE CORP
(Registrant)
By: /s/ Lawrence D. McGovern
-------------------------
Lawrence D. McGovern
Chief Financial Officer
Date: August 31, 1998
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