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Heritage Southeast Bancorporation, Inc. Reports Fourth Quarter Results
https://www.otcdynamics.com/hsbi-heritage-southeast-bancorporation-inc-reports-fourth-quarter-results
Heritage Southeast Bancorporation, Inc. (OTCQX: HSBI) (“HSBI”) today reported net income of $2.7 million or $0.37 per diluted share for the fourth quarter of 2019. In September 2019, HSBI completed the previously announced merger with two other Georgia based financial institutions (Heritage Bancorporation, Inc., Hinesville and Providence Bank, Alpharetta). The financial information only includes the results from these acquired entities from the acquisition date. For the year ended December 31, 2019, net income was $989,000, which was negatively impacted by merger related costs primarily recognized in the third quarter.
Commenting on the announcement, Leonard Moreland, Chief Executive Officer of HSBI, said, “We are pleased with our first full quarter results under the newly formed entity. The team performed well in the period and we believe there is significant opportunity for organic growth within our footprint. The company is positioned to take advantage of these opportunities with the goal of continuing to increase market share and strengthen the communities we serve. We now look forward to 2020, the consolidation of our core systems, recognizing additional backroom efficiencies and enhancing the customer experience.”
About Heritage Southeast Bancorporation, Inc. and Heritage Southeast Bank:
Heritage Southeast Bancorporation, Inc. (OTCQX: HSBI) serves as the holding company for Heritage Southeast Bank, which is headquartered in Jonesboro, GA and operates under the names “Heritage Bank,” “The Heritage Bank,” and “Providence Bank” in its various markets. With approximately $1.3 billion in assets, the bank provides a well-rounded offering of commercial and consumer products through its 24 locations. For additional information, visit the HSBI website.
While the branches of each of the three combined legacy institutions operate under their respective legacy names, all such branches are branches of the same single insured depository institution, Heritage Southeast Bank, and a customer’s deposits in branches operating under different trade names will be commonly insured and subject to the same FDIC insurance limits.
Cautionary Note Regarding Forward-Looking Statements
Statements included in this press release, which are not historical in nature, are intended to be, and hereby are identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “will,” “may,” “anticipate,” “create,” “plan,” “expect,” “should,” and “could” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following:
• the possibility that the anticipated benefits of the transaction, including anticipated improved product and service offerings, efficiencies and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the three companies or as a result of the strength of the economy, competitive factors in the areas where the combined company does business, or as a result of other unexpected factors or events;
• the impact of purchase accounting with respect to the transaction, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value;
• the integration of the businesses and operations of the three companies, which may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to the combined company’s business; and
• other factors that may affect future results of the combined company, including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; actions of the Federal Reserve Board; and other legislative and regulatory actions and reforms.
Heritage Southeast Bancorporation, Inc. and its subsidiary disclaim any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.
Heritage Southeast Bancorporation, Inc.
Consolidated Balance Sheets
(in thousands)
12/31/19 9/30/19 (1) 12/31/18
(Unaudited) (Unaudited)
Assets
Cash and due from banks
$
30,458
$
26,633
$
4,668
Interest-earning deposits with banks
142,552
113,293
22,166
Investment securities
125,479
104,265
47,917
Other investments
1,632
1,632
1,370
Loans, net of unearned income:
Originated
508,281
469,700
408,294
Acquired
406,171
444,370
-
Less reserve for loan losses
5,946
5,523
5,136
Loans, net
908,506
908,547
403,158
Premises and equipment, net
34,160
34,005
13,982
Other real estate owned
9,293
11,838
2,923
Goodwill and other intangibles
35,613
35,930
-
Other assets
48,447
50,013
15,799
$
1,336,140
$
1,286,156
$
511,983
Liabilities and Shareholders' Equity
Deposits:
Non-interest bearing
$
296,850
$
304,342
$
111,609
NOW
234,334
189,500
67,878
Money market and savings
291,778
284,047
119,140
Time
331,516
328,830
127,752
Total deposits
1,154,478
1,106,719
426,379
FHLB borrowings
5,167
5,667
22,167
Repurchase agreements
12,295
11,418
12,815
Junior subordinated debentures
9,096
9,045
-
Other borrowings
9,088
9,088
3,446
Other liabilities
9,992
10,746
3,785
Total liabilities
1,200,116
1,152,683
468,592
Shareholders' Equity:
Common stock
703
702
216
Additional paid-in capital
116,210
116,089
24,912
Retained earnings
19,654
16,914
18,666
Other comprehensive loss
(543
)
(232
)
(403
)
Total shareholders' equity
136,024
133,473
43,391
$
1,336,140
$
1,286,156
$
511,983
(1)
Acquired loans, goodwill and other assets changed from previously reported due to adjustments of fair value estimates related to the Heritage Bancorporation, Inc. acquisition.
Heritage Southeast Bancorporation, Inc.
Consolidated Income Statements
(in thousands)
For three months ended
Years ended
12/31/19 12/31/18 12/31/19 12/31/18
(Unaudited)
(Unaudited)
(Unaudited)
Interest income:
Loans, including fees
$
13,903
$
5,957
$
35,697
$
21,644
Deposits with other banks
380
168
969
537
Other
26
12
76
48
Investment securities
606
202
1,468
745
Total interest income
14,915
6,339
38,210
22,974
Interest expense:
Deposits
2,116
641
5,348
2,007
Junior subordinated debentures
143
-
175
-
Other borrowings
179
205
706
631
Total interest expense
2,438
846
6,229
2,638
Net interest income
12,477
5,493
31,981
20,336
Provision for loan losses
560
50
1,245
605
Net interest income after provision for loan losses
11,917
5,443
30,736
19,731
Noninterest income:
Service charges on deposits
1,727
320
3,207
1,150
(Loss) gain on sale of investment securities
-
-
(229
)
187
Gain on sale of loans
184
78
407
333
Interchange and ATM fees
1,315
256
2,205
703
Other
628
128
1,195
779
Total noninterest income
3,854
782
6,785
3,152
Noninterest expense:
Salaries & employee benefits
6,125
2,635
15,970
9,892
Occupancy & equipment
1,376
582
3,167
1,946
Merger costs
-
106
7,265
318
Other real estate owned
44
91
646
314
Other
4,324
1,263
8,721
4,829
Total noninterest expense
11,869
4,677
35,769
17,299
Income before taxes
3,902
1,548
1,752
5,584
Income tax provision
1,162
249
763
1,165
Net income
$
2,740
$
1,299
$
989
$
4,419
Heritage Southeast Bancorporation, Inc.
Other Highlights
(in thousands, except for share and per share data)
4Q2019 For years ended
(Unaudited) 12/31/19 12/31/18
Profitability (1) (Unaudited)
Net income
$
2,740
$
989
$
4,419
Net interest margin
4.29
%
4.40
%
4.39
%
Cost of funds
0.84
%
0.87
%
0.59
%
Return on average assets
0.83
%
0.12
%
0.90
%
Return on average equity
8.06
%
1.31
%
10.79
%
Balance as of
12/31/19 12/31/18
Asset Quality
Classified assets
$
23,913
$
5,374
Nonperforming assets (NPAs)
21,281
4,651
NPAs to total assets
1.59
%
0.91
%
Net charge-offs to average loans
0.07
%
0.00
%
Capital (2)
Leverage ratio
8.68
%
9.14
%
Common equity tier 1 risk based ratio
10.43
%
10.46
%
Total risk based ratio
11.00
%
11.61
%
Tangible book value per common share
$
13.86
$
14.75
Shares outstanding
7,029,281
2,160,102
(1)
Full year 2019 net income includes the operations of the acquired institutions since acquisition date (09/01/19) as well as merger related costs recognized during the first nine months of the year.
(2)
Ratios for Heritage Southeast Bank.
View source version on businesswire.com: https://www.businesswire.com/news/home/20200123005169/en/
This keeps getting more interesting by the day-
https://www.sec.gov/Archives/edgar/data/97517/000114036119005891/formdfan14a.htm
Dear David and John,
I received this morning via e-mail a request from one of the two law firms representing Texas Pacific Land Trust to complete a 66-page “Trustee Questionnaire.” I attach it to this letter in case you have not had a chance to previously review it. Your advisors appear to be confused or misinformed.
As you both know, following the resignation of Maurice Meyer III as trustee on February 26, 2019, Allan Tessler immediately contacted you to discuss my potential nomination as trustee to fill the vacancy. The only information you requested from me at that time was a short bio, which I promptly delivered to you on February 28, 2019.
You did not ask for any questionnaire then, nor did you extend the courtesy of an interview before your decision to reject my nomination. Instead, you publicly announced four days later, on March 4, 2019, your decision to nominate Preston Young to fill the newly-created vacancy.
Upon your March 4, 2019 announcement, I requested additional information about the process that you had followed to nominate someone to a life-tenured position as trustee of TPL. My request was simply ignored.
Given this record, I am confused as to why you would now — after previously summarily rejecting my candidacy in less than four days — want to try to re-write history by having your lawyers send to me the attached questionnaire. You already made a decision regarding my nomination and your intent to oppose it. In fact, your own advisors’ statements to the press over the last few days, including their statements to have been hired to run a “proxy contest,” further confirm this point.
Rest assured, I will directly provide to TPL investors all information they need from me in order to make an informed decision at the special meeting regarding my nomination. Similarly, I hope that you make all proper disclosures regarding Mr. Young.
I also take this opportunity to question the wisdom of hiring two law firms, an investment bank and a public relations firm, in addition to a proxy solicitor, to mount an attack on three long-term investors that collectively own over 25% of TPL’s shares. While your advisors seem quite eager to get their name in the press, I suggest that you explain to them the fact that we have had an ongoing dialogue for over a decade: I have beneficially owned Shares since 2004, and Horizon since 1994.
I can understand the appeal in this day and age of trying to construct a narrative in which Horizon, Mr. Tessler and myself are portrayed as “activists” looking for a short term profit. But let me suggest that such approach is undermined by the basic facts of our situation. I believe TPL investors deserve better.
Instead, I hope we can have a measured dialogue in which both sides can explain their view as to who will make for a better trustee and the substantive ideas underlying our respective platforms. I also invite that we continue a direct dialogue, as we have in the past, instead of having to go through your multiple outside advisors.
Sincerely,
/s/ Eric Oliver
SoftVest Advisors, L.L.C.
By: SoftVest Advisors Holdings, L.L.C.
By: Eric L. Oliver, President and Managing Member
Horizon Kinetics is proposing a different nominee for trustee and looking for other changes too-
From https://ih.advfn.com/stock-market/NYSE/texas-pacific-land-TPL/stock-news/79490639/additional-proxy-soliciting-materials-non-manage -
Proxy fight coming?
[url]
PL Capital Group Announces Its Intent to Nominate Martin Alwin as a Director of BNCCORP, INC. - https://www.prnewswire.com/news-releases/the-pl-capital-group-announces-its-intent-to-nominate-martin-alwin-as-a-director-of-bnccorp-inc-300813238.html
NAPLES, Fla., March 15, 2019 /PRNewswire/ -- The PL Capital Group is pleased to announce their intent to nominate Martin Alwin for election as a director of BNCCORP, INC. (OTCQX Markets: BNCC) (the "Company"), in opposition to a director nominee who will be nominated by BNCCORP, INC. at the Company's 2019 Annual Meeting of Stockholders. It is expected that the Company's 2019 Annual Meeting of Stockholders will be held in the second quarter of 2019. The PL Capital Group beneficially owns 340,800 shares of common stock, or 9.7%, of the Company. In addition to filing proxy materials asking for stockholders to vote for Martin Alwin, the PL Capital Group also plans to present several important stockholder proposals on its white proxy card.
PL Capital Group principal Richard Lashley noted, "Martin is a key member of the PL Capital Group team and a highly qualified board candidate. Prior to joining the PL Capital Group, he was a successful financial analyst and investment banker at several investment banks specializing in the banking industry. We believe he will make a great addition to the Company's board of directors."
PL Capital Group principal John Palmer noted, "We believe stockholders who are disappointed by the Company's lackluster financial performance and frustrated with the Company's anti-stockholder corporate governance policies, including a staggered board of directors and poison pill plan, will strongly support our nominee and proposals."
Mr. Palmer added, "We also plan to ask stockholders to support a proposal requesting that the Company hire an investment banking firm to assist the board and management in evaluating all strategic alternatives available to the Company."
BNCCORP, INC. is a bank holding company headquartered in Bismarck, North Dakota. As of December 31, 2018 it had approximately $1.0 billion in assets.
PL Capital Advisors, LLC, a registered investment advisory firm dedicated to investments in the banking sector and stockholder activism, is among the largest stockholders of BNCCORP, INC. PL Capital Advisors, LLC and its various affiliates are referred to herein as the "PL Capital Group." The PL Capital Group has been investing in the banking sector since 1996.
Mr. Alwin is a Senior Analyst with the PL Capital Group. Prior to joining the PL Capital Group, Mr. Alwin worked as an investment banker with a focus on mergers & acquisitions, capital raising, balance sheet management, and other advisory services for the banking sector, most recently at Piper Jaffray & Co. Mr. Alwin earned a BA in Economics from Lawrence University and an MBA from the University of Chicago's Booth School of Business.
Important Information
This press release does not constitute a solicitation of proxies for any meeting of BNCCORP, INC.'s stockholders. Such solicitation is being made only pursuant to proxy materials, as discussed below.
PL Capital Advisors, LLC managing member John Palmer intends to nominate Martin P. Alwin as a nominee to the board of directors of BNCCORP, INC. (the "Company") and the PL Capital Group intends to solicit votes for the election of Mr. Alwin to the board. The PL Capital Group (whose members are identified below) will send a definitive proxy statement, WHITE proxy card and related proxy materials to stockholders of the Company seeking their support for Mr. Alwin and its stockholder proposals at the Company's 2019 Annual Meeting of Stockholders. Stockholders are urged to read the definitive proxy statement and WHITE proxy card when they become available, because they will contain important information about the PL Capital Group, Mr. Alwin, the Company and related matters. The definitive proxy statement (when available) and other related documents may be obtained free of charge from the PL Capital Group by calling 630-848-1340.
Participants in the Solicitation
The PL Capital Group currently consists of the following: PL Capital, LLC; Goodbody/PL Capital, LLC; Financial Edge Fund, L.P.; Financial Edge-Strategic Fund, L.P.; PL Capital/Focused Fund, L.P.; Goodbody/PL Capital, L.P.; PL Capital Advisors, LLC; Richard J. Lashley; and John W. Palmer. All of the above, along with Mr. Alwin, will be participants in the solicitation from the Company's stockholders of proxies in favor of the election of Mr. Alwin to the board of directors of the Company and the PL Capital Group's stockholder proposals at the 2019 Annual Meeting. Such participants may have interests in the solicitation, including as a result of holding shares of the Company's common stock, which will be discussed in the definitive proxy statement.
Contact John Palmer at 239-777-0187
Standstill agreement with PL Capital expires today. Maybe coincidence, but PL is freeing up $ from another bank tomorrow.
Virginia Partners Bank, Delmar Bancorp announce merger
https://www.fredericksburg.com/business/local_business/virginia-partners-bank-delmar-bancorp-announce-merger/article_c2e81e6f-5baf-5fec-8951-046dc1798eeb.html
Another Kenneth Lehman merger-
A bank that got its start in a trailer in downtown Fredericksburg a decade ago has agreed to join the parent company of a bank that celebrated its 100th anniversary in 1997.
Virginia Partners Bank is expected to become an independent, wholly owned subsidiary of Salisbury, Md.-based Delmar Bancorp through an exchange of shares in an all-stock transaction in the second quarter of 2019.
Delmar Bancorp is the holding company for The Bank of Delmarva, which a group of businessmen and farmers opened on May 4, 1897, in the then-thriving railroad town of Delmar, Md. Today its main office is in Seaford, Del., and it has 11 branch locations in Maryland and three operating under the name Liberty Bell Bank in the South Jersey/Philadelphia metro market.
Both Delmar’s and Partners’s boards of directors have unanimously approved the merger. It is still subject to approval by Partners’ shareholders and bank regulatory authorities.
The transaction will create a partnership between Delmarva and Partners. The banks will maintain their existing names, executive management teams and boards of directors. The consolidated holding company will have, on a pro forma basis at Sept. 30, 2018, approximately $1.2 billion of assets, $947.7 million in loans and $966.6 million in deposits; and a franchise that serves markets from Philadelphia to Newport News.
Company officials said the strategic partnership will allow each bank to leverage the strength of its local community banking franchise and expand the breadth of products and services offered to its existing customer base. Additionally, the creation of a $1.2 billion asset bank holding company provides opportunities for both banks to expand their customer base and lending, and to better address community banking needs in their current and contiguous markets.
“The proposed merger of equals and multi-bank holding company structure will allow us to maintain our identity, while permitting increased efficiencies, greater visibility for our stock, a quarterly dividend for Partners shareholders, and a heightened ability to access the capital markets,” Partners President and CEO Lloyd B. Harrison III said in a news release. “This partnership will serve our shareholders, our employees, our customers and our community well.”
He said that it also sets the stage for other community banks to join a multi-bank holding company that is committed to maintaining separately chartered affiliate banks.
“This affiliate bank model preserves what is best about community banking—the identities and leadership that make them successful—while achieving scale in a rapidly consolidating industry,” Harrison said.
Harrison was one of the founders of Partners, which opened in August of 2008 out of a trailer in what was then a parking lot at 425 William St. It opened a branch a few months later in Westwood Shopping Center, which has since closed, before building its current headquarters at 410 William St.
Harrison will continue in his positions with Partners and also become chief executive officer of Delmar once the transaction is completed.
As of Sept. 30, Partners had approximately $420.1 million in assets, $325.1 million in loans and $344.5 million in deposits. Partners currently has three branches in Fredericksburg and, trading under the name Maryland Partners Bank, a branch in La Plata, Md., and a loan production office in Annapolis. Partners is also a 51 percent owner of Johnson Mortgage Co. in Newport News.
As of Sept. 30, Delmar had approximately $737.9 million in assets, $622.5 million in loans and $622.0 million in deposits. Delmarva has 11 branches located in Wicomico and Worcester counties, Maryland and Sussex County, Delaware, three branches in the South Jersey/Philadelphia metro market doing business under the name of Liberty Bell Bank, and a loan production office in Rehoboth Beach, Del.
Based on the closing price of Delmar common stock on Wednesday of $7.80 per share, the transaction would have a value of $13.40 per share of Partners common stock, and an aggregate value of approximately $55.1 million, or approximately 135 percent of Partners’ tangible common equity as of Sept. 30.
Holders of Partners common stock would own an aggregate of approximately 44 percent of the outstanding shares of Delmar following completion of the share exchange.
Kenneth R. Lehman currently serves on the Board of Directors of both Partners and Delmar. Following the completion of the transaction, Board of Directors of Delmar will consist of Lehman, five current members of Delmar’s board of directors and four current members of Virginia Partners’ board of directors.
Looks like there might be a dividend declared too if I'm reading the report correctly.
Company removed the odd lot provision, rest of offer still stands.
Statement of Audited '17 and '16 financials has been posted-
http://www.bnccorp.com/54304/mirror/files/2017_Audited_Financials_Final_Secured.pdf
2017 Annual report is up now-
https://www.oxfordbank.com/documents/2017%20Annual%20Report.pdf
There's a new call report out. Also just poking around their website I see they've posted a quarterly report, believe for the first time. Link here- https://www.flipsnack.com/heritagebank/heritage-bank.html
They also released preliminary Q4 earnings in an 8K- http://ir.newresi.com/Cache/c391780542.html
As part of a previously announced public offering, the Company disclosed the following estimated preliminary results of operations for its fourth quarter and full year ended December 31, 2017.
Estimated Preliminary Financial Results for the Quarter and Year Ended December 31, 2017
Three Months Ended
December 31, 2017
Year Ended
December 31, 2017
Net Income per Diluted Share
$0.90 to $0.98
$3.12 to $3.20
Core Earnings (non-GAAP) per Diluted Share*
$0.57 to $0.65
$2.79 to $2.87
I knew something was up with the spike yesterday....
Thanks for bringing this one to my attention Chevy
Heritage Commerce Corp and United American Bank Agree to Merge
http://www.nasdaq.com/press-release/heritage-commerce-corp-and-united-american-bank-agree-to-merge-20180111-00251
SAN JOSE, Calif., Jan. 11, 2018 (GLOBE NEWSWIRE) -- Heritage Commerce Corp(NASDAQ:HTBK) ("Heritage"), the parent company of Heritage Bank of Commerce, and United American Bank (OTCBB:UABK) ("United American") today jointly announced the execution of a definitive agreement and plan of merger and reorganization (the "Agreement") whereby United American will merge into Heritage Bank of Commerce in a transaction valued at approximately $44.2 million. Heritage will issue approximately 2.8 million of its shares of common stock to the United American common and preferred shareholders in the merger. Additionally, outstanding Series A Preferred Stock and Series B Preferred Stock will be exchanged for $9.1 million in cash at closing. United American is a full-service California state-chartered commercial bank with branches in San Mateo, Redwood City, and Half Moon Bay, California and serves businesses and individuals primarily in the county of San Mateo in Northern California. As of September 30, 2017, United American had approximately $336.4 million in total assets.
Under the terms of the Agreement, shareholders of United American will receive a fixed exchange ratio of 2.1644 shares of Heritage common stock for each share of United American common stock and each common stock equivalent underlying the United American Series D Preferred Stock and Series E Preferred Stock. Shareholders of the United American Series A Preferred Stock and the Series B Preferred stock will receive $1,000 per share in cash. Based on Heritage's closing price of $15.65 per share of Heritage common stock on January 9, 2018, the penultimate trading date before the transaction was announced, the aggregate merger consideration to be received by holders of United American common stock and common stock equivalents is valued at approximately $44.2 million or $33.87 for each of the United American shares of common stock and common stock equivalents, and additionally, holders of Series A Preferred Stock and Series B Preferred Stock will receive $9.1 million in cash. The exchange ratio is fixed and the aggregate and per share values of the merger consideration will fluctuate between the date of the Agreement and the date that the merger is completed. On a pro forma basis, the holders of United American common shares, the Series D Preferred Stock and the Series E Preferred Stock will own approximately 6.6% of the issued and outstanding Heritage common stock following the Heritage merger with Tri-Valley Bank ("Tri-Valley") and United American. ATBancorp, a bank holding company headquartered in Dubuque, Iowa, which wholly-owns two separate bank subsidiaries, and owns approximately 83% of United American's common stock and all of its preferred stock. ATBancorp is a party to the Agreement and has agreed to vote all of its shares of United American in favor of the transaction. On a pro forma basis, ATBancorp will own approximately 5.4% of the issued and outstanding Heritage common stock following the Heritage merger with Tri-Valley and United American.
The board of directors of Heritage and United American have approved the transaction, which is subject to customary closing conditions, including the approvals of the transaction that is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes and United American common stock shareholders are not expected to recognize gain or loss to the extent they receive stock as consideration.
The transaction is subject to the approval of state and federal bank regulatory agencies and the shareholders of United American and other conditions specified in the Agreement. Heritage does not need to obtain shareholder approval.
"United American Bank is a perfect fit for Heritage, as both our values are aligned with fostering client relationships. The combination of our two organizations provides the ability to create revenue and cost synergies while offering United American customers a broader product offering, increased lending limits, and an expanded branch delivery system that stretches throughout the San Francisco Bay Area," said Walter Kaczmarek, President and Chief Executive Officer of Heritage. "On the heels of the Tri-Valley Bank agreement, signed at the end of December 2017, acquiring United American is a natural progression for us. Once transaction costs have been assimilated in the first half of 2018, we expect the merger to be accretive to earnings. We welcome their customers, shareholders and employees to Heritage as we continue to strengthen our banking franchise."
"We have been impressed by Heritage and how their culture and focus on serving their community are so similar to ours," remarked John C. Schrup, President and Chief Executive Officer of United American Bank. "We believe this transaction represents the best path toward long-term value creation for our shareholders. Our customers will benefit from becoming part of a larger banking franchise with an expanded range of products and services throughout the San Francisco Bay Area."
Keefe, Bruyette & Woods, Inc. was the financial advisor to Heritage in the transaction. Buchalter, a professional corporation, Los Angeles, California, was legal counsel to Heritage. Sandler O'Neill + Partners, L.P. acted as financial advisor to United American. Sheppard Mullin Richter & Hampton LLP, San Francisco, California was legal counsel to United American. Barack Ferrazzano Kirschbaum & Nagelberg LLP, Chicago, Illinois was legal counsel to ATBancorp.
Conference Call
Heritage Management will host a conference call regarding this announcement on Thursday, January 11, 2018, at 10:30 a.m. Pacific Standard Time (1:30 p.m. Eastern Standard Time). Investment professionals and all current and prospective shareholders are invited to access the live call by dialing 1-888-317-6016 immediately prior to the call and ask for the Heritage Commerce Corp conference call. From Canada, please dial 1-855-669-9657. To listen to the call online, either live or archived, visit Heritage's website at www.heritagecommercecorp.com.
An investor presentation in connection with the transaction will be filed with the Securities and Exchange Commission ("SEC") and will be available on Heritage's website at www.heritagecommercecorp.com under the link for "Presentations" and on United American's website at www.unitedamericanbank.com under the link for "About Us/News."
ABOUT HERITAGE COMMERCE CORP AND HERITAGE BANK OF COMMERCE
Heritage Commerce Corp, a California corporation organized in 1998, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Heritage provides a wide range of banking services through Heritage Bank of Commerce, a wholly-owned subsidiary. Heritage Bank of Commerce is a California state-chartered bank headquartered in San Jose, California and has been conducting business since 1994. Heritage is a multi-community independent bank that offers a full range of commercial banking services to small and medium-sized businesses and their owners and employees. Heritage operates through 11 full service branch offices located in the counties of Santa Clara, Alameda, Contra Costa, and San Benito, which are in the southern and eastern regions of the general San Francisco Bay Area of California. Our market includes the headquarters of several technology-based companies in the region commonly known as "Silicon Valley." Heritage Bank of Commerce is an SBA Preferred Lender. Bay View Funding, a subsidiary of Heritage Bank of Commerce, is based in Santa Clara, CA and provides business-essential working capital factoring financing to various industries throughout the United States.
On December 20, 2017, Heritage announced that it had entered into an agreement and plan of merger and reorganization with Tri-Valley pursuant to which Tri-Valley will merge with Heritage Bank of Commerce. Tri-Valley shareholders will receive in the merger an exchange ratio of 0.0489 of a share of Heritage common stock, or an aggregate of approximately 1.9 million shares. The exchange ratio is fixed and the aggregate and per share values of the merger consideration will fluctuate between the date of the agreement and the date that the merger is completed which is expected in the second quarter of 2018.
Tri-Valley is a full service commercial bank headquartered in San Ramon, California, and serves businesses, non-profits, entrepreneurs and professionals primarily in California's Tri-Valley area, specifically the cities and communities of Pleasanton, Livermore, Dublin, San Ramon and Danville in the counties of Contra Costa and Alameda. At September 30, 2017, Tri-Valley had approximately $147.2 million in assets, $122.1 million in net loans and $126.6 million in deposits. Tri-Valley currently operates two full service branches located in San Ramon and Livermore, California.
As of September 30, 2017, on a pro forma consolidated basis the combined company, including Heritage, Tri-Valley, and United American, would have approximately $3.3 billion in total assets, $1.9 billion in total loans, and $2.9 billion in total deposits.
To view Heritage Commerce Corp's most recent financial information, please visit the SEC Filings section of the company's website at www.heritagecommercecorp.com.
ABOUT UNITED AMERICAN BANK
United American Bank is a full-service commercial bank located in San Mateo County with full service branches located in San Mateo, Redwood City and Half Moon Bay, California. The bank is dedicated to providing quality banking and financial services to businesses, professionals and individuals who prefer a high level of personalized client service and management. At September 30, 2017, the bank had approximately $336.4 million in assets, $225.0 million in net loans and $303.9 million in deposits. For more information, visit United American Bank on the web at www.unitedamericanbank.com.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT
Investors and security holders are urged to carefully review and consider each of Heritage's public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, its Proxy Statements, Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. The documents filed by Heritage with the SEC may be obtained free of charge at Heritage's website at www.heritagecommercecorp.com or at the SEC's website at www.sec.gov. These documents may also be obtained free of charge from Heritage by requesting them in writing to Heritage Commerce Corp, 150 Almaden Boulevard, San Jose, California 95113; Attention: Corporate Secretary, or by telephone at (408) 947-6900.
Heritage intends to file a registration statement with the SEC which will include a proxy statement of United American and a prospectus of Heritage and Heritage may file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of United American are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. A definitive proxy statement/prospectus will be sent to the shareholders of United American seeking any required shareholder approvals. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus free of charge from the SEC's website or from Heritage by writing to the address provided in the paragraph above.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking information about Heritage, United American, and the combined company after the close of the merger and is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Such statements involve inherent risks, uncertainties, and contingencies, many of which are difficult to predict and are generally beyond the control of Heritage, United American and the combined company. Heritage cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by Heritage with the SEC, risks and uncertainties for each institution and the combined institution include, but are not limited to: lower than expected revenues; credit quality deterioration or a reduction in real estate values could cause an increase in the provision for credit losses and allowance for credit losses and a reduction in net earnings; increased competitive pressure among depository institutions; the ability to complete the Merger, including by obtaining regulatory approvals and approval by the shareholders of United American; the successful integration of United American and Tri-Valley Bank, or achieve expected beneficial synergies and/or operating efficiencies, in each case within expected time-frames or at all; regulatory approvals may not be received on expected timeframes or at all; the possibility that personnel changes/retention will not proceed as planned; the possibility that a change in the interest rate environment may reduce net interest margins; higher than anticipated operating expenses; the effectiveness of our risk management framework, asset/liability re-pricing risks and liquidity risks; the costs and effects of legal, compliance, and regulatory actions, changes and developments, including the impact of adverse judgments or settlements in litigation, the initiation and resolution of regulatory or other governmental inquiries or investigations; the results of regulatory examinations or reviews, changes in law or regulations, including tax laws; general economic conditions, either nationally or in the market areas in which the entities operate or anticipate doing business, are less favorable than expected; and other risk factors described in documents filed by Heritage with the SEC.
CONTACT:
Heritage Commerce Corp
Debbie Reuter
Executive Vice President and Corporate Secretary
(408) 494-4542
United American Bank
John C. Schrup
President and Chief Executive Officer
jschrup@unitedamericanbank.com
(650) 579-1502
CCF Holding Company Announces Closing of Investment Transaction
September 07, 2017 04:32 PM Eastern Daylight Time
JONESBORO, Ga.--(BUSINESS WIRE)--CCF Holding Company (OTCPK: CCFH) (the “Company”), the holding company for Heritage Bank, today announced that the Company has closed on its previously announced investment transaction with Kenneth R. Lehman, a private investor, in which the Company issued approximately 11.4 million shares of common stock to Mr. Lehman for aggregate gross proceeds of approximately $16.0 million.
In connection with the investment transaction, the Company also closed on its offer to purchase for cash up to all of its 16,000,000 outstanding warrants for $0.90 per warrant (the “tender offer”), and its offer to exchange each outstanding share of its Series A Preferred Stock for 714 newly issued shares of common stock (the “exchange offer”). Warrantholders tendered a total of 7,133,000 warrants for repurchase by the Company in the tender offer, and preferredholders tendered a total of 5,505 shares of Series A Preferred Stock in exchange for a total of 3,930,570 shares of common stock in the exchange offer. Any shares of Series A Preferred Stock that were not exchanged for shares of the Company’s common stock in the exchange offer were redeemed by the Company effective August 23, 2017, for a cash payment of $1,000 per share, in accordance with the terms of the Series A Preferred Stock and the Company’s Notice of Redemption. Following the closing of the above transactions, other than with respect to equity rights granted under management incentive plans, the Company has no shares of preferred stock outstanding, 20,664,681 shares of common stock outstanding, and warrants to purchase 8,867,000 shares of common stock for $0.50 per share.
About CCF Holding Company
With $448 million in total assets as of June 30, 2017, CCF Holding Company, through its wholly-owned subsidiary, Heritage Bank, offers a broad range of financial services through its six branches in Clayton, Henry, and Fayette counties in Georgia.
The Company’s common stock trades on the OTC Pink Sheets under the symbol “CCFH.”
Contacts
CCF Holding Company
Leonard Moreland, 770-478-8881
Chief Executive Officer
http://www.businesswire.com/news/home/20170907006639/en/
Report is out, very nice progress this year.
New report up covering through 6/30/17 -
https://cdr.ffiec.gov/public/Reports/UbprReport.aspx?rptCycleIds=105%2c90%2c101%2c86%2c81&rptid=283&idrssd=3161144&peerGroupType=&supplemental=
Michael Vekich Joins BNCCORP Board of Directors
BISMARCK, N.D., March 23, 2017 -- BNCCORP, INC. (BNC or the Company) (OTCQX Markets: BNCC), which operates community banks and wealth management businesses in North Dakota, Arizona and Minnesota, and has mortgage banking offices in Illinois, Kansas, Missouri, Minnesota, Arizona and North Dakota, today reported that Michael M. Vekich has joined BNC's Board of Directors and is expected to stand for re-election to BNC's Board of Directors at the Company's 2017 Annual Meeting of Stockholders.
Timothy J. Franz, the BNC's President and Chief Executive Officer, said, "We are looking forward to welcoming Mike to BNC's Board of Directors. He brings extensive business, financial and banking industry experience to the board as the Company continues to focus on growing the value of BNC for its shareholders. We think that he will be a fine addition to the board as an independent director."
PL Capital Advisors, LLC and its affiliates (collectively, the "PL Capital Group"), an investment firm which owns approximately 9.7% of the Company's outstanding stock, had previously provided notice to the Company of its intent to nominate Mr. Vekich for election to the Company's board of directors at the Company's 2017 Annual Meeting of Stockholders. The PL Capital Group has agreed to vote its shares in support of all of the Company's nominees for election at the Company's 2017 and 2018 Annual Meetings of Stockholders and to abide by certain standstill provisions until 30 days before the end of the notice period for director nominations at the 2019 Annual Meeting of Stockholders. Under certain circumstances, the agreement may be terminated before that date. The complete agreement between BNC and PL Capital will be posted on the Company's website at www.bnccorp.com.
About Michael M. Vekich:
Mr. Vekich is the chief executive officer of Vekich Chartered, management advisors specializing in strategic planning, and was from 2000-2010 Executive Chairman, President and Chief Executive Officer of Skyline Exhibits, designers of trade show exhibits. In 2016, Mr. Vekich was appointed by the Governor of Minnesota to serve as Acting Director of the Minnesota State Lottery as it seeks a new director and he is currently Chair of the Board of Trustees of Minnesota State Colleges and Universities.
Mr. Vekich has significant prior experience serving as a board member of a number of banking companies including HF Financial Corp. (Chair) and Tradition Capital Bank. He received a Bachelor of Arts Degree in Accounting and Business Administration from the University of Minnesota and is a Certified Public Accountant.
Link: http://www.bnccorp.com/54304/mirror/files/DOCS-142060-v3-BNCC_Vekich_Press_Release_final.pdf
Full standstill agreement with PL Capital-
http://www.bnccorp.com/54304/mirror/files/DOCS-141456-v8-BNCC_-_Nomination_and_Standstill_Agreement.pdf
Is there some news today to explain the spike? Not seeing anything out there.
"In August, 2016, Greystone entered into a three-year lease agreement with respect to certain production equipment with a total cost of approximately $5.4 million. The lease agreement includes a bargain purchase option to acquire the production equipment at the end of the lease term. The lease is for two Milacron injection molding machines and two pallet molds designed and dedicated to production of 48X40 pallets (the “Pallets”) for a specific customer. Lease payments are payable on a per invoice basis at the rate of $6.25 for each pallet shipped and produced by the leased production equipment. The lease provides for minimum monthly lease rental payment based upon the total Pallets sold in excess of a specified amount not to exceed the monthly productive capacity of the leased machines. "
10k available on SA- http://seekingalpha.com/filing/3208232?app=1
New report is up, looks like 6.3 million in income for the bank's first 6 months of the year-
https://cdr.ffiec.gov/public/Reports/UbprReport.aspx?rptCycleIds=90%2c87%2c86%2c85%2c83&rptid=283&idrssd=628178&peerGroupType=&supplemental=
No problem. Got an email from my brokerage with notice of the annual meeting, linking me here- https://www.oxfordbank.com/2016-annual-meeting .
Greystone Logistics, Inc. announces the signing of an agreement to provide new generation 48x40 plastic pallets for a national provider of lease pool services.
"Greystone signed a multi-year contract that will expand the previously announced 40,000 pallet purchase order," stated Warren Kruger, CEO. Kruger continued, "The expected new generation mold has recently arrived and will soon be in full production. The first components of an additional injection-molding machine, which should be operational in about March 2016, are currently being delivered. This machine will be dedicated to the new customer. We anticipate that this new contract will have a positive impact on top line sales and generate margins in line with expectations. We foresee the need for additional molds later in the year for this customer. A significant amount of time, planning, testing and capital has been expended on this project. This undertaking was accomplished due to the energy and patience of our dedicated and knowledgeable employees."
About Greystone Logistics, Inc. (http://www.greystonelogistics.com): Greystone Logistics is a "Green" manufacturing and leasing company that reprocesses and sells recycled plastic and designs, manufactures, sells high quality 100% recycled plastic pallets that provide logistical solutions needed by a wide range of industries such as the food and beverage, automotive, chemical, pharmaceutical and consumer products. The Company's technology, including that used in its injection molding equipment, proprietary blend of recycled plastic resins and patented pallet designs, allows production of high quality pallets quickly and at lower costs than many processes. The recycled plastic for its pallets helps control material costs while reducing environmental waste and provides cost advantages over users of virgin resin. Excess plastic not used in production of pallets is reprocessed for resale.
Forward-Looking Statements This press release includes certain statements that may be deemed "forward-looking statements" within the meaning of the federal securities laws. All statements, other than statements of historical facts that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future, including the potential sales of pallets or other possible business developments are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, including the ability of the Company to continue as a going concern. Actual results may vary materially from the forward-looking statements. For a list of certain material risks relating to the Company and its products, see Greystone Logistics' Form 10-K for the fiscal year ended May 31, 2015.
http://money.cnn.com/news/newsfeeds/articles/marketwire/1238126.htm
Q1 Earnings PR-
http://www.oxfordbank.com/prArticle.cfm?id=2094
Anyone ever see a Q4 2014 announcement and/or full year 2014 results? I'm not seeing it on the website.
OXFORD BANK CORPORATION ANNOUNCES FIRST QUARTER 2015 OPERATING RESULTS
Oxford, Michigan – Oxford Bank Corporation (“the Company”) (OTC Bulletin Board: OXBC), the holding company for Oxford Bank (“the Bank”), today announced profitable operating results for the first quarter of 2015.
The Company’s quarterly consolidated earnings for the three months ended March 31, 2015 totaled $647,000, or $0.47 per weighted average share compared to $531,000, or $0.46 per weighted average share during the first quarter of 2014. The Company has maintained continuous profitability for the last 18 quarters.
The Bank’s Tier I capital totals $21,692,000 as of March 31, 2015, or 8.02% of average total assets compared to a low of $7,100,000, or 2.44% as of October of 2010. The Bank has continued to gradually build capital through earnings, operating efficiencies, and strategic balance sheet management. In addition, the Company has successfully raised capital through a Private Placement Memorandum which has provided capital totaling $3,059,200 through March 31, 2015.
Oxford Bank is a subsidiary of Oxford Bank Corporation, a registered holding company. It is the oldest commercial bank in Oakland County and operates eight full-service offices in Clarkston, Davison, Dryden, Goodrich, Lake Orion, Oakland Township, Ortonville and Oxford. It also manages a consumer and commercial lending center in downtown Oxford. The Bank has operated continuously under local ownership and management since it first opened for business in 1884. For more information about Oxford Bank and its complete line of financial services, please visit www.oxfordbank.com.
Except for the historical information contained herein, the matters discussed in the Release may be deemed forward-looking statements that involve risk and uncertainties. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project", or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Factors which could cause actual results to differ, include, but are not limited to, fluctuations in interest rates, changes in economic conditions of the Bank's market area, changes in policies by regulatory agencies, the acceptance of new products, the impact of competitive products and pricing and the other risks detailed from time to time in the Bank's and Corporation’s reports. These forward-looking statements represent the Bank's judgment as of the date of this report. The Bank disclaims, however, any intent or obligation to update these forward-looking statements.
I'd guess it's someone learning an expensive lesson to always use limit orders on thinly traded shares like this one.
Regarding EXSR- that appears to be a unique situation which might prevent a merger. A controlling interest is owned by a trust with dividends going to support a community college scholarship fund. This was set up by Frank Doyle, the bank founder, and his will dictates that the trust is not allowed to sell the stock.
http://www.metroactive.com/bohemian/11.30.11/news-1148.html
"Doyle's will prohibits the Doyle Trust Fund from selling its stock, which is a controlling interest in Exchange Bank. This was Doyle's way of assuring that the bank would not be sold. "
However, the article goes on to say that it's conceivable that a court might strike that provision if it were challenged.
More info here-
http://www.bohemian.com/northbay/deep-doyle/Content?oid=2173728
http://www.marinatimes.com/2012/06/doyles-legacy-goes-farther-than-his-drive/
The 1.8 billion milestone actually becomes $4 per CVR since FDA approval came after the 3/31/14 cutoff for the FDA approval milestone.-
http://www.sec.gov/Archives/edgar/data/732485/000095012311017162/b85162exv99waw43.htm
"Product Sales Milestone #2: CVR holders are entitled to receive $3 per CVR in the event global net sales for Lemtrada total $1.8 billion during any 4 consecutive calendar quarters. Any quarters used in the achievement of this sales milestone cannot be used again for the achievement of any subsequent milestones. In addition, if this Product Sales Milestone #2 is achieved despite U.S. FDA approval of Lemtrada for treatment of multiple sclerosis not having occurred on or before March 31, 2014 (and so the Approval Milestone Payment was not made), CVR holders will be entitled to receive an additional $1 per CVR for Product Sales Milestone #2."
Lemtrada approved by fda
http://m.seekingalpha.com/pr/11709915-genzyme-s-lemtrada-approved-by-the-fda?app=n
Boom
OXFORD BANK CORPORATION ANNOUNCES SECOND QUARTER 2014 OPERATING RESULTS
Oxford, Michigan – Oxford Bank Corporation (“the Company”) (OTC Bulletin Board: OXBC), the holding company for Oxford Bank (“the Bank”), today announced profitable operating results for the second quarter of 2014.
The Company’s quarterly consolidated earnings for the three months ended June 30, 2014 totaled $400,000, or $0.35 per share, compared to $654,000, or $0.57 per share for the three months ended June 30, 2013. The Bank has maintained continuous profitability for the last 15 quarters. Earnings for the six months ended June 30, 2014 totaled $931,000, or $0.80 per share, compared to $1,154,000, or $1.00 per share during the first half of 2013. The decline in earnings for 2014 compared to 2013 is a result of efforts to accelerate the sale of Bank owned properties during the first half of the year.
The Bank’s Tier I capital totals $16,567,000 as of June 30, 2014, or 6.21% of average total assets compared to $14,986,000, or 5.73% as of June 30, 2013 and a low of $7,100,000, or 2.44% as of October of 2010. The Bank has continued to gradually build capital through earnings, operating efficiencies, and strategic balance sheet management. In addition, Management is currently pursuing alternative opportunities which it hopes will result in the fulfillment of its regulatory capital requirements by the end of 2014.
Oxford Bank is a subsidiary of Oxford Bank Corporation, a registered holding company. It is the oldest commercial bank in Oakland County and operates eight full-service offices in Clarkston, Davison, Dryden, Goodrich, Lake Orion, Oakland Township, Ortonville and Oxford. It also manages a consumer and commercial lending center in downtown Oxford. The Bank has operated continuously under local ownership and management since it first opened for business in 1884. For more information about Oxford Bank and its complete line of financial services, please visit www.oxfordbank.com.
Except for the historical information contained herein, the matters discussed in the Release may be deemed forward-looking statements that involve risk and uncertainties. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project", or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Factors which could cause actual results to differ, include, but are not limited to, fluctuations in interest rates, changes in economic conditions of the Bank's market area, changes in policies by regulatory agencies, the acceptance of new products, the impact of competitive products and pricing and the other risks detailed from time to time in the Bank's and Corporation’s reports. These forward-looking statements represent the Bank's judgment as of the date of this report. The Bank disclaims, however, any intent or obligation to update these forward-looking statements.
Isn't that a negative number since it's bracketed?