OLYMPIA, Wash., Jan. 29, 2015 /PRNewswire/ -- HERITAGE FINANCIAL CORPORATION (NASDAQ GS: HFWA) Brian L. Vance, President and CEO of Heritage Financial Corporation ("Company" or "Heritage"), today reported that the Company had net income of $7.3 million for the quarter ended December 31, 2014 compared to net income of $710,000 for the quarter ended December 31, 2013 and $7.1 million for the linked-quarter ended September 30, 2014. Net income for the quarter ended December 31, 2014 was $0.24 per diluted common share compared to $0.04 per diluted common share for the quarter ended December 31, 2013 and $0.23 per diluted common share for the linked-quarter ended September 30, 2014.

Net income for the year ended December 31, 2014 was $21.0 million, or $0.82 per diluted common share, compared to $9.6 million, or $0.61 per diluted common share, for the year ended December 31, 2013.

Mr. Vance commented, "As we have finished our second full quarter following our merger with Washington Banking Company, we are pleased with our overall performance. We completed a successful systems conversion early in the quarter and also posted strong loan and core deposit growth. We believe the fourth quarter loan and core deposit growth, especially still early in the consolidation process, is evidence our merger is progressing nicely."

"Although the fourth quarter continued to show merger related expenses, we believe we continue to make significant improvement in cost savings, efficiencies and overall economies of scale. For the quarter ended December 31, 2014, our earnings per share, return on average assets and return on average equity are all improved over the past five quarters. In addition, we continue to see improvement in our overall loan quality as evidenced by the reduction of nonperforming noncovered loans to only 0.29% of total noncovered assets."

"Finally, we are also pleased to announce a regular cash dividend of $0.10, which is an 11% increase from the prior quarter regular dividend and a 25% increase from the regular dividend declared a year ago in January 2014."

Merger with Washington Banking Company

Effective May 1, 2014, Heritage completed the strategic merger with Washington Banking Company and its wholly owned subsidiary, Whidbey Island Bank ("Washington Banking Merger"). The merger was accounted for using the acquisition method of accounting. Accordingly, Heritage's cost to acquire Washington Banking was allocated to the assets (including identifiable intangible assets) and the liabilities of Washington Banking at their respective estimated fair values as of the merger date. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. The fair value on the merger date represents management's best estimates based on available information and facts and circumstances in existence on the merger date. The allocation of the purchase price is subject to adjustment within the one year re-measurement period.

The amount of goodwill recognized from the merger was $90.2 million at December 31, 2014. The following table provides detail of the fair value of the assets acquired and liabilities assumed:



                                               At May 1, 2014
                                               --------------

                                               (in thousands)

    Total merger consideration                                $270,107
                                                              ========


    Fair value of assets acquired:

         Cash and cash equivalents                             $74,947

         Investment securities available for
          sale                                        458,312

         Federal Home Loan Bank stock                   7,064

         Noncovered loans                             895,978

         Covered loans                                107,050

         Premises and equipment                        31,776

         Bank owned life insurance                     32,519

         Federal Deposit Insurance Corporation
          ("FDIC") indemnification asset                7,174

         Other real estate owned ($5,122
          covered by FDIC shared-loss
          agreements)                                   7,121

         Other intangible assets                       11,194

         Prepaid expenses and other assets             23,718
                                                       ------

    Total assets and identifiable
     intangible assets acquired                     1,656,853


    Fair value of liabilities assumed:

         Deposits                                   1,433,894

         Junior subordinated debentures                18,937

         Accrued expenses and other
          liabilities                                  24,068
                                                       ------

    Total liabilities and identifiable
     liabilities assumed                            1,476,899
                                                    ---------


    Fair value of net assets and
     identifiable intangible assets
     acquired                                         179,954


    Excess consideration paid over the
     fair value of net assets and
     identifiable intangible assets
     acquired                                                  $90,153
                                                               =======

Impact of 2013 Initiatives

In addition to the merger with Washington Banking, the following other 2013 initiatives had an impact on the Company's 2014 and 2013 operating results:


    --  On January 9, 2013, the Company acquired Northwest Commercial Bank
        ("NCB") and merged it into Heritage Bank, the Company's subsidiary bank
        (the "NCB Acquisition"). NCB was a full service commercial bank with
        branches in Lakewood and Auburn, Washington.  In March 2013, the Company
        consolidated the operations of the former NCB Lakewood branch with the
        Lakewood branch of Heritage Bank.
    --  On June 19, 2013, the Company completed the merger of its subsidiary,
        Central Valley Bank ("CVB"), with and into Heritage Bank (the "CVB
        Merger").  CVB is now operated as a division of Heritage Bank.
    --  On July 15, 2013, the Company completed the acquisition of Valley
        Community Bancshares, Inc. ("Valley"), the holding company for Valley
        Bank, both of Puyallup, Washington (the "Valley Acquisition").  As of
        the acquisition date, Valley merged into Heritage and Valley Bank merged
        into Heritage Bank.  During the quarter ended December 31, 2013, four
        former Valley Bank branches were consolidated into existing Heritage
        Bank branches.
    --  During the quarter ended December 31, 2013, the Company completed a core
        system conversion of Heritage Bank.
    --  Also during the quarter ended December 31, 2013, the Company
        consolidated three Heritage Bank branches into existing Heritage Bank
        branches.

Balance Sheet

The Company's total assets increased $8.6 million to $3.46 billion at December 31, 2014 from $3.45 billion at September 30, 2014. Although total assets increased only modestly, there was a change in the mix of assets during the quarter ended December 31, 2014. As a percentage of total assets, total loans receivable, net of allowance for loan losses, and investment securities increased to 64.3% and 22.5%, respectively at December 31, 2014 from 63.0% and 20.9%, respectively, at September 30, 2014 while interest earning deposits decreased to 1.4% of total assets at December 31, 2014 from 4.2% at September 30, 2014.

Total loans receivable, net of allowance for loan losses, increased $48.8 million to $2.22 billion at December 31, 2014 from $2.17 billion at September 30, 2014. The increase was due to an increase of $60.9 million in noncovered loans receivable, net of allowance for loan losses, to $2.10 billion at December 31, 2014 from $2.04 billion at September 30, 2014. Noncovered loans include loans originated by Heritage Bank as well as other noncovered loans obtained in mergers and acquisitions. This increase was partially offset by a decrease of $12.1 million in covered loans receivable, net of allowance for loan losses, to $120.6 million at December 31, 2014 from $132.7 million at September 30, 2014. Covered loans are loans acquired through FDIC-assisted transactions which are covered by FDIC shared-loss agreements. These balances are expected to continue to decline substantially over the next few quarters.

Jeffrey J. Deuel, President & Chief Operating Officer of Heritage Bank, commented, "As anticipated we saw much stronger loan production in the fourth quarter with a large portion of new loans closing in December. New loan production occurred across a broad cross section of loan classes and also included some larger transactions. We are also seeing a continuing positive trend in noninterest bearing demand deposits which offsets the decline in certificates of deposit. Now that the most difficult aspects of the October 2014 system conversion are behind us we are now focused on refining processes and finding ways to leverage our footprint and the combined product lines."

Total deposits increased $3.3 million to $2.91 billion at December 31, 2014 from $2.90 billion at September 30, 2014. Non-maturity deposits as a percentage of total deposits increased to 81.9% at December 31, 2014 from 80.1% at September 30, 2014, which included noninterest bearing demand deposits that increased to 24.4% of total deposits at December 31, 2014 from 23.9% of total deposits at September 30, 2014. The increases in these ratios were primarily due to a $52.5 million decrease in certificates of deposits to $525.4 million as of December 31, 2014 from $577.9 million as of September 30, 2014.

Total stockholders' equity increased $3.3 million to $455.0 million at December 31, 2014 from $451.7 million at September 30, 2014. This increase was due to net income of $7.3 million and an increase of $3.4 million in accumulated other comprehensive income, net for the quarter ended December 31, 2014, partially offset by cash dividends of $7.5 million. The Company and Heritage Bank continue to maintain capital levels significantly in excess of the applicable regulatory requirements for them to be categorized as "well-capitalized". The Company had Tier 1 leverage, Tier 1 risk-based and total risk-based capital ratios at December 31, 2014 of 10.3%, 13.9% and 15.1%, respectively, as compared to 10.3%, 14.7%, and 15.9%, respectively, at September 30, 2014.

Credit Quality

The allowance for loan losses on noncovered loans decreased $67,000 to $22.15 million at December 31, 2014 from $22.22 million at September 30, 2014 as a result of $1.4 million in net charge-offs recognized during the quarter ended December 31, 2014 partially offset by $1.3 million in provision for loan losses. Nonperforming noncovered loans to total noncovered loans decreased to 0.35% at December 31, 2014 from 0.57% at September 30, 2014. Nonaccrual noncovered loans decreased $4.2 million to $7.5 million ($1.6 million guaranteed by government agencies) at December 31, 2014 from $11.7 million ($1.8 million guaranteed by government agencies) at September 30, 2014. The decrease was due to $5.6 million of net principal reductions, $640,000 of charge-offs and $322,000 of transfers to accrual status, offset partially by $2.4 million of additions to nonaccrual noncovered loans.

The allowance for loan losses to nonperforming noncovered loans was 294.98% at December 31, 2014 compared to 190.35% at September 30, 2014. Potential problem noncovered loans were $117.3 million at December 31, 2014 compared to $125.4 million at September 30, 2014. The $8.2 million decrease was primarily due to net loan payments of $23.7 million and net transfers of $690,000 to nonaccrual status, offset partially by the addition of $16.2 million of loans graded as potential problem loans during the period.

The allowance for loan losses on noncovered loans to total noncovered loans, net was 1.04% at December 31, 2014 and 1.08% at September 30, 2014. The Company believes that its allowance for loan losses is appropriate to provide for probable incurred credit losses based on an evaluation of known and inherent risks in the loan portfolio at December 31, 2014. Included in the carrying value of noncovered loans are net discounts remaining from mergers and acquisitions which would be utilized if there were principal losses on related loans. The remaining net discounts on noncovered loans at December 31, 2014 were $24.0 million.

Nonperforming noncovered assets were $9.7 million ($1.6 million guaranteed by government agencies), or 0.29% of total noncovered assets, at December 31, 2014, compared to $15.8 million ($1.8 million guaranteed by government agencies), or 0.48% of total noncovered assets, at September 30, 2014. Other real estate owned decreased $3.5 to $3.4 million at December 31, 2014 (of which $1.2 million was covered by FDIC shared-loss agreements) from $6.9 million at September 30, 2014 (of which $2.8 million was covered by FDIC shared-loss agreements). During the quarter ended December 31, 2014, the Company sold 10 properties resulting in proceeds of $4.7 million and a net gain of $335,000.

Operating Results

Net interest income increased $19.1 million to $36.8 million for the quarter ended December 31, 2014 compared to $17.6 million for the same period in 2013. Net interest income increased $47.7 million to $115.4 million for the year ended December 31, 2014 compared to $67.7 million for the prior year. The increases in net interest income are primarily due to the Washington Banking Merger.

Heritage's net interest margin for the quarter ended December 31, 2014 increased 16 basis points to 4.74% from 4.58% for the same period in 2013 and increased 42 basis points from 4.32% in the linked-quarter ended September 30, 2014. The increase in net interest margin from prior periods is primarily due to the increase in incremental interest income as a result of the Washington Banking loans during the quarter ended December 31, 2014. Heritage's net interest margin for the year ended December 31, 2014 decreased 27 basis points to 4.53% from 4.80% for the prior year due primarily to lower contractual interest rates on loans and a change in the mix of interest earning assets.

The following table presents the net interest margin and effect of the incremental accretion on purchased loans for the periods presented below:



                            Three Months Ended                         Year Ended
                            ------------------                         ----------

                   December                 September         December        December    December
                   31, 2014                 30, 2014          31, 2013        31, 2014    31, 2013
                  ---------                ----------        ---------       ---------   ---------

    Net interest
     margin,
     excluding
     incremental
     accretion on
     purchased
     loans (1)        3.86%                           3.83%                      4.20%             3.97%    4.32%

    Impact on net
     interest
     margin from
     incremental
     accretion on
     purchased
     loans (1)        0.88%                           0.49%                      0.38%             0.56%    0.48%

    Net interest
     margin           4.74%                           4.32%                      4.58%             4.53%    4.80%
                       ====                             ====                        ====               ====      ====



             (1)    The incremental accretion
                     income represents the amount
                     of income recorded on the
                     purchased loans in excess of
                     the contractual stated
                     interest rate in the
                     individual loan notes. This
                     income results from the
                     discount established at the
                     time these loan portfolios
                     were acquired and modified
                     quarterly as a result of cash
                     flow re-estimation.

The net interest margin, excluding incremental accretion on purchased loans, decreased to 3.86% for the quarter ended December 31, 2014 from 4.20% for the same period in 2013 and increased slightly from 3.83% from the linked-quarter ended September 30, 2014. For the year ended December 31, 2014, the net interest margin, excluding incremental accretion on purchased loans, decreased to 3.97% from 4.32% for the prior year. The increase from the linked-quarter is due to the change in the earnings asset mix (higher ratio of loans and investments to earning assets and a lower ratio of interest earning deposits to earning assets) partially offset by lower contractual loan note rates. Yields on loans, excluding incremental accretion on purchased loans, decreased to 5.03% for the quarter ended December 31, 2014 from 5.07% for the linked-quarter ended September 30, 2014.

The provision for loan losses for noncovered loans was $1.3 million for the quarter ended December 31, 2014 compared to $200,000 for the quarter ended December 31, 2013 and $567,000 for the linked-quarter ended September 30, 2014. For the year ended December 31, 2014, the provision for loan losses for noncovered loans was $2.2 million compared to $1.8 million for the prior year.

The provision for loan losses for covered loans totaled $1.5 million for the quarter ended December 31, 2014 compared to $228,000 for the same period in the prior year and $27,000 for the linked-quarter ended September 30, 2014. For the year ended December 31, 2014, the provision for loan losses for covered loans was $2.4 million compared to $1.9 million for the prior year.

As of the dates of the completion of each of the mergers and acquisitions, acquired loans were recorded at their estimated fair value, including our estimate of future expected cash flows until the ultimate resolution of these credits. As reflected in the table below, incremental accretion income from acquired loans was $6.8 million for the quarter ended December 31, 2014 compared to $1.5 million for the quarter ended December 31, 2013 and $3.8 million for the linked-quarter ended September 30, 2014. The increase for the quarter ended December 31, 2014 was due to the increase in incremental accretion income from the Washington Banking Merger. For the year ended December 31, 2014, incremental accretion income was $14.3 million compared to $6.7 million for the prior year.

For the quarter ended December 31, 2014, the Company recognized $(2.0) million of change in the FDIC indemnification asset compared to $(647,000) and $155,000 for the quarters ended September 30, 2014 and December 31, 2013, respectively.

The following table illustrates the earnings impact associated with the Company's acquired loan portfolios:



                                              Three Months Ended                                      Year Ended
                                              ------------------                                      ----------

                            December 31,           September 30,           December 31,          December 31,    December 31,
                                 2014                    2014                     2013                  2014              2013
                           -------------           --------------           -------------          -------------    -------------

                                                                      (in thousands)

    Incremental accretion
     income over stated
     note rate(1)                        $6,839                                           $3,800                                   $1,464    14,308        $6,706

    Change in FDIC
     indemnification asset       (1,968)                          (647)                                   155                    (2,543)     (181)

    Provision for loan
     losses                      (1,951)                          (194)                                 (528)                   (2,794)   (2,782)

    Pre-tax earnings
     impact                              $2,920                                           $2,959                                   $1,091           $8,971        $3,743
                                         ======                                           ======                                   ======           ======        ======



    (1)              The incremental accretion
                     income represents the amount
                     of income recorded on the
                     purchased loans in excess of
                     the contractual stated
                     interest rate in the
                     individual loan notes.  This
                     income is a result of the
                     discount established at the
                     time these loan portfolios
                     were acquired and modified
                     quarterly as a result of cash
                     flow re-estimation.

Donald J. Hinson, Executive Vice President and Chief Financial Officer, commented, "The incremental accretion income increased from the prior quarter due to a significant amount of payoffs and workouts, as well as some quarter-end adjustments to prior accretion estimates, relating to loans obtained in the Washington Banking Merger. Many of these loans had discounts that were fully recognized at the time of the payoff or workout. We are estimating that discount accretion over the next couple of quarters will be in the range of $2 million to $3 million depending on loan prepayments. The net interest margin before incremental accretion income continues to experience downward pressure due to the low rate environment. The Company will continue to focus on balance sheet growth and leverage in order to mitigate the effects of the current rate environment."

Noninterest income was $3.9 million for the quarter ended December 31, 2014 compared to $2.4 million for the same period in 2013 and $5.5 million for the linked-quarter ended September 30, 2014. For the year ended December 31, 2014, noninterest income was $16.5 million compared to $9.7 million for the year ended December 31, 2013. The increase compared to the same periods in the prior year was primarily due to the Washington Banking Merger. The decrease from the linked-quarter was primarily the result of the negative impact from the change in the indemnification asset. The FDIC indemnification asset decreased $4.0 million to $1.1 million at December 31, 2014 from $5.1 million at September 30, 2014. Of this decrease, $2.1 million was related to claims made for losses under the shared-loss agreements and $1.6 million was related to valuation adjustments made to the asset. The shared-loss agreements on non-single family loans covering $107.4 million of covered loans at December 31, 2014 will expire in 2015. Therefore, a valuation adjustment was recognized for previously estimated losses for which claims are not expected to be made prior to the expiration of the shared-loss agreements.

Mr. Hinson added, "Subsequent to year-end, the Company sold the legacy Heritage Bank merchant card portfolio which will impact future non-interest income. The total consideration of the sale was $2.2 million. Of this amount, $1.65 million was received by the Company at time of sale and $550,000 is held in escrow and is contingent on the performance of the portfolio in 2015. If certain performance thresholds are met, the payment will range between $440,000 and $550,000. If the thresholds are not met, no contingent payment will be made. The contingent payment is to be paid on or before December 31, 2015. With the exception of recognizing the gain on sale of the portfolio, the effects of this sale will lower future merchant visa income to approximately half of the income prior to the sale."

In addition to the Washington Banking Merger, prior year initiatives had a significant impact on noninterest expense during 2013, and increased 2014 expense levels. The following tables illustrate the expenses related to implementing these initiatives. The amounts reported represent identifiable costs paid to third-party providers as well as any retention bonuses or severance payments made in conjunction with these initiatives. The amounts do not include costs of additional staffing levels required to complete the initiatives nor do they include future expected cost savings from the Washington Banking Merger. The first table reports these expenses by initiative and the second table reports these expenses by expense category.


                                    Three Months Ended                                        Year Ended
                                    ------------------                                        ----------

                       December 31,                   September 30,            December 31,                   December 31,    December 31,
                               2014                             2014                     2013                            2014             2013
                               ----                             ----                     ----                            ----             ----

    Initiative                                              (in thousands)
    ----------

    NCB Acquisition               $               -                                       $                -                                     $8       $       -   $794

    CVB Merger                    -                                         -                                           89                         -    220

    Valley Acquisition            -                                         -                                        1,532                       443   2,118

    Core system
     conversion                   -                                         -                                          703                        40     842

    Consolidation of
     existing branches            -                                         -                                          215                        11     238

    Washington Banking
     Merger                   1,743                                      1,334                                           657                     9,094     890

    Total expense                            $1,743                                                    $1,334                                  $3,204          $9,588  $5,102
                                             ======                                                    ======                                  ======          ======  ======


                                              Three Months Ended                                            Year Ended
                                              ------------------                                            ----------

                          December 31,         September 30,           December 31,          December 31,             December 31,
                                  2014                   2014                    2013                   2014                      2013
                                  ----                   ----                    ----                   ----                      ----

    Expense Category                                             (in thousands)
    ----------------

    Compensation and
     employee benefits                 $1,125                                           $299                                             $310         $1,522   $475

    Occupancy and
     equipment                      62                            111                                 1,173                                602  1,328

    Data processing                212                            241                                   771                              3,038  1,291

    Marketing                        3                            137                                     1                                140     34

    Professional services                                        430                                   921                              3,751  1,876

    Other expense                  341                            116                                    28                                535     98

    Total expense                      $1,743                                         $1,334                                           $3,204         $9,588 $5,102
                                       ======                                         ======                                           ======         ====== ======

The types of expenses associated with the significant expense categories in the table above are summarized as follows:


    --  Compensation and employee benefits expense consisted substantially of
        retention bonus and severance packages paid to transitional employees.
    --  Occupancy and equipment expense consisted primarily of lease termination
        costs.
    --  Data processing expense consisted of costs relating to the Company's
        core system conversion as well as data conversions of NCB, Valley Bank
        and Whidbey Island Bank to the Company's core system.
    --  Professional services expense includes fees paid to financial advisors,
        attorneys, and accountants, and consultant fees related to mergers and
        acquisitions and to the core system conversion.

Noninterest expense was $29.2 million for the quarter ended December 31, 2014 compared to $18.5 million for the quarter ended December 31, 2013 and $28.4 million for the linked-quarter ended September 30, 2014. Noninterest expense was $99.4 million for the year ended December 31, 2014 compared to $59.5 million for the year ended December 31, 2013. The increases are primarily due to the Washington Banking Merger and additional ongoing operating costs from mergers and acquisitions as well as specific costs identified in the table above.

Income tax expense was $1.3 million for the quarter ended December 31, 2014 compared to $432,000 for the comparable quarter in 2013 and $2.8 million for the linked-quarter ended September 30, 2014. The increase in income tax expense for the quarter ended December 31, 2014 from the prior year end was due to the increase in pre-tax income and was partially offset by tax credits and a $728,000 income tax benefit related to the resolution of a tax position previously taken by Washington Banking Company. The decrease in income tax expense from the linked-quarter was due to additional tax credits recognized during the quarter and the $728,000 income tax benefit previously mentioned.

Dividend

On January 28, 2015, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share payable on February 24, 2015 to shareholders of record on February 10, 2015.

Earnings Conference Call

The Company will hold a telephone conference call to discuss this earnings release on January 29, 2015 at 11:00 a.m. Pacific time. To access the call, please dial (800) 230-1059 a few minutes prior to 11:00 a.m. Pacific time. The call will be available for replay through February 12, 2015, by dialing (800) 475-6701 -- access code 349969.

About Heritage Financial

Heritage Financial Corporation is an Olympia-based bank holding company with Heritage Bank, a full-service commercial bank, as its sole wholly-owned banking subsidiary. Heritage Bank has a branching network of 66 banking offices in Washington and Oregon. Heritage Bank also does business under the Central Valley Bank name in the Yakima and Kittitas counties of Washington and under the Whidbey Island Bank name on Whidbey Island. Heritage's stock is traded on the NASDAQ Global Select Market under the symbol "HFWA". More information about Heritage Financial Corporation can be found on its website at www.hf-wa.com and more information about Heritage Bank can be found on its website at www.heritagebanknw.com.

Non-GAAP Financial Measures

This news release contains certain non-GAAP (Generally Accepted Accounting Principles) financial measures in addition to results presented in accordance with GAAP. These measures include tangible common stockholders' equity, tangible book value per share and tangible common stockholders' equity to tangible assets. Tangible common stockholders' equity (tangible book value) excludes goodwill and other intangible assets. Tangible assets exclude goodwill and other intangible assets. Management has presented these non-GAAP financial measures in this earnings release because it believes that they provide useful and comparative information to assess trends in the Company's capital reflected in the current quarter and year-to-date results and facilitate our performance with the performance of our peers. Where applicable, the Company has also presented comparable earnings information using GAAP financial measures. Reconciliations of the GAAP and non-GAAP financial measures are presented below.


                          December 31,                 September 30,   December 31,
                                  2014                          2014          2013
                                  ----                          ----          ----

                                                  (in thousands)

    Stockholders' equity                 $454,995                          $451,651          $215,762

    Less: goodwill and
     other intangible
     assets                    130,407                         130,472              30,980
                               -------                         -------              ------

    Tangible common
     stockholders' equity                $324,588                          $321,179          $184,782
                                         ========                          ========          ========


    Total assets                       $3,459,916                        $3,451,320        $1,659,038

    Less: goodwill and
     other intangible
     assets                    130,407                         130,472              30,980
                               -------                         -------              ------

    Tangible assets                    $3,329,509                        $3,320,848        $1,628,058
                                       ==========                        ==========        ==========

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often include the words "believes," "expects," "anticipates," "estimates," "forecasts," "intends," "plans," "targets," "potentially," "probably," "projects," "outlook" or similar expressions or future or conditional verbs such as "may," "will," "should," "would" and "could." These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated, including: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets, which may lead to increased losses and non-performing assets in our loan portfolio, and may result in our allowance for loan losses not being adequate to cover actual losses, and require us to increase our allowance for loan losses; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; risks related to acquiring assets in or entering markets in which we have not previously operated and may not be familiar; fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas; results of examinations of us by the Board of Governors of the Federal Reserve System and of our bank subsidiary by the Federal Deposit Insurance Corporation, the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; legislative or regulatory changes that adversely affect our business including changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules as a result of Basel III; the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the implementing regulations; further increases in premiums for deposit insurance; our ability to control operating costs and expenses; the use of estimates in determining the fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risk associated with the loans on our consolidated statements of financial condition; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges; failure or security breach of computer systems on which we depend; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to implement our expansion strategy of pursuing acquisitions and denovo branching; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we have acquired including those from the Cowlitz Bank, Pierce Commercial Bank, Northwest Commercial Bank. Valley Community Bancshares and Washington Banking Company transactions, or may in the future acquire into our operations, and our ability to realize related revenue synergies and cost savings within expected time frames, or at all, and any goodwill charges related thereto and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, which might be greater than expected; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services; and other risks detailed from time to time in our filings with the Securities and Exchange Commission including our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K.

The Company cautions readers not to place undue reliance on any forward-looking statements. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for future periods to differ materially from those expressed in any forward-looking statements by, or on behalf of, us, and could negatively affect the Company's operating and stock price performance.



                                                              HERITAGE FINANCIAL CORPORATION

                                                 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                         (Dollar amounts in thousands; unaudited)


                                               December 31, 2014                   September 30, 2014     December 31, 2013
                                               -----------------                   ------------------     -----------------

    Assets
    ------

    Cash on hand and in banks                                          $74,028                                       $64,609               $40,162

    Interest earning deposits                             47,608                                 145,541                         90,238
                                                          ------                                 -------                         ------

    Cash and cash equivalents                            121,636                                 210,150                        130,400

    Other interest earning deposits                       10,126                                  13,129                         15,662

    Investment securities available for sale             742,846                                 682,651                        163,134

    Investment securities held to maturity                35,814                                  38,213                         36,154

    Loans held for sale                                    5,582                                   4,641                              -

    Noncovered loans receivable, net                   2,124,877                               2,064,050                      1,168,166

    Allowance for loan losses for noncovered
     loans                                              (22,153)                               (22,220)                      (22,657)

    Noncovered loans receivable, net of
     allowance for loan losses                         2,102,724                               2,041,830                      1,145,509
                                                       ---------                               ---------                      ---------

    Covered loans receivable, net                        126,200                                 138,833                         63,754

    Allowance for loan losses for covered
     loans                                               (5,576)                                (6,122)                       (6,167)

    Covered loans receivable, net of allowance
     for loan losses                                     120,624                                 132,711                         57,587

    Total loans receivable, net                        2,223,348                               2,174,541                      1,203,096

    FDIC indemnification asset                             1,116                                   5,138                          4,382

    Other real estate owned ($1,177, $2,784
     and $182 covered by FDIC shared-loss
     agreements, respectively)                             3,355                                   6,872                          4,559

    Premises and equipment, net                           64,938                                  65,787                         34,348

    Federal Home Loan Bank stock, at cost                 12,188                                  12,363                          5,741

    Bank owned life insurance                             32,909                                  32,760                              -

    Accrued interest receivable                            9,836                                   9,987                          5,462

    Prepaid expenses and other assets                     65,815                                  64,616                         25,120

    Other intangible assets, net                          10,889                                  11,561                          1,615

    Goodwill                                             119,518                                 118,911                         29,365
                                                         -------                                 -------

    Total assets                                                    $3,459,916                                    $3,451,320            $1,659,038
                                                                    ==========                                    ==========            ==========


    Liabilities and Stockholders' Equity
    ------------------------------------

    Deposits                                                        $2,906,331                                    $2,903,069            $1,399,189

    Junior subordinated debentures                        19,082                                  19,027                              -

    Securities sold under agreement to
     repurchase                                           32,181                                  35,390                         29,420

    Accrued expenses and other liabilities                47,327                                  42,183                         14,667
                                                          ------                                  ------

    Total liabilities                                  3,004,921                               2,999,669                      1,443,276
                                                       ---------                               ---------                      ---------


    Common stock                                         365,230                                 365,006                        138,659

    Retained earnings                                     86,387                                  86,699                         78,265

    Accumulated other comprehensive income
     (loss), net                                           3,378                                    (54)                       (1,162)
                                                           -----                                     ---                         ------

    Total stockholders' equity                           454,995                                 451,651                        215,762

    Total liabilities and stockholders' equity                      $3,459,916                                    $3,451,320            $1,659,038
                                                                    ==========                                    ==========            ==========


    Common stock, shares outstanding                  30,259,838                              30,252,114                     16,210,747


                                                                                                  HERITAGE FINANCIAL CORPORATION

                                                                                           CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                                                                                (Dollar amounts in thousands, except per share amounts; unaudited)


                                                                    Three Months Ended                                                             Year Ended
                                                                    ------------------                                                             ----------

                                               December 31,          September 30,                 December 31,              December 31, 2014           December 31,
                                                    2014                   2014                           2013                                                   2013
                                              -------------          --------------                 -------------               -----------------          -------------

    Interest income:

    Interest and fees on loans                              $34,698                                                 $31,841                                                $17,378             $110,437      $67,630

    Taxable interest on investment securities         2,665                                2,212                                             618                              7,328      1,918

    Nontaxable interest on investment
     securities                                         958                                  855                                             436                              2,886      1,539

    Interest and dividends on other interest
     earning assets                                     118                                  123                                             120                                455        341
                                                        ---                                  ---                                             ---                                ---        ---

    Total interest income                            38,439                               35,031                                          18,552                            121,106     71,428
                                                     ------                               ------                                          ------                            -------     ------

    Interest expense:

    Deposits                                          1,465                                1,534                                             888                              5,150      3,673

    Junior subordinated debentures                      173                                  171                                               -                               458          -

    Other borrowings                                     21                                   19                                              18                                 73         51
                                                        ---                                  ---                                             ---                                ---        ---

    Total interest expense                            1,659                                1,724                                             906                              5,681      3,724
                                                      -----                                -----                                             ---                              -----      -----

    Net interest income                              36,780                               33,307                                          17,646                            115,425     67,704

    Provision for loan losses for noncovered
     loans                                            1,316                                  567                                             200                              2,232      1,784

    Provision for loan losses for covered
     loans                                            1,535                                   27                                             228                              2,362      1,888
                                                      -----                                  ---                                             ---                              -----      -----

    Total provision for loan losses                   2,851                                  594                                             428                              4,594      3,672
                                                      -----                                  ---                                             ---                              -----      -----

    Net interest income after provision for
     loan losses                                     33,929                               32,713                                          17,218                            110,831     64,032
                                                     ------                               ------                                          ------                            -------     ------

    Noninterest income:

    Bargain purchase gain on bank acquisition             -                                   -                                              -                                 -       399

    Service charges and other fees                    3,443                                3,524                                           1,542                             11,143      5,936

    Merchant Visa income, net                           237                                  278                                             219                              1,076        862

    Change in FDIC indemnification asset            (1,968)                               (647)                                            155                            (2,543)     (181)

    Gain (loss) on sale of investment
     securities, net                                     33                                 (13)                                              -                               287          -

    Gain on sale of loans, net                          543                                  742                                               -                             1,518        142

    Other income                                      1,609                                1,599                                             513                              4,986      2,493

    Total noninterest income                          3,897                                5,483                                           2,429                             16,467      9,651
                                                      -----                                -----                                           -----                             ------      -----

    Noninterest expense:

    Compensation and employee benefits               16,265                               15,579                                           8,392                             52,634     31,612

    Occupancy and equipment                           3,994                                3,978                                           3,619                             13,406      9,724

    Data processing                                   2,266                                1,978                                           1,997                              9,243      4,806

    Marketing                                           659                                  841                                             410                              2,502      1,598

    Professional services                             1,013                                1,113                                           1,404                              6,185      3,936

    State and local taxes                               597                                  576                                             274                              1,976      1,150

    Impairment loss on investment securities,
     net                                                  -                                   -                                             11                                 45         38

    Federal deposit insurance premium                   603                                  403                                             257                              1,718      1,001

    Other real estate owned, net                      (277)                                 650                                             570                                638        309

    Amortization of intangible assets                   672                                  603                                             157                              1,920        542

    Other expense                                     3,451                                2,642                                           1,414                              9,112      4,799
                                                      -----                                -----                                           -----                              -----      -----

    Total noninterest expense                        29,243                               28,363                                          18,505                             99,379     59,515
                                                     ------                               ------                                          ------                             ------     ------

    Income before income taxes                        8,583                                9,833                                           1,142                             27,919     14,168

    Income tax expense                                1,328                                2,765                                             432                              6,905      4,593
                                                      -----                                -----                                             ---                              -----      -----

    Net income                                               $7,255                                                  $7,068                                                   $710              $21,014       $9,575
                                                             ======                                                  ======                                                   ====              =======       ======


    Basic earnings per common share                           $0.24                                                   $0.23                                                  $0.04                $0.82        $0.61

    Diluted earnings per common share                         $0.24                                                   $0.23                                                  $0.04                $0.82        $0.61

    Dividends declared per common share                       $0.25                                                   $0.09                                                  $0.08                $0.50 0.42


    Average number of common shares
     outstanding                                 30,021,298                           30,063,425                                      16,007,330                         25,430,539 15,476,235

    Average number of diluted common shares
     outstanding                                 30,056,311                           30,100,096                                      16,017,109                         25,477,289 15,487,715


                                                       HERITAGE FINANCIAL CORPORATION

                                                            FINANCIAL STATISTICS

                                                  (Dollar amounts in thousands; unaudited)


                                  Three Months Ended                                       Year Ended
                                  ------------------                                       ----------

                         December                September               December                December  December
                         31, 2014                30, 2014                31, 2013                31, 2014  31, 2013
                        ---------               ----------              ---------               --------- ---------

    Performance Ratios:
    -------------------

    Efficiency ratio       71.89%                             73.12%                               92.18%           75.35% 76.94%

    Noninterest expense
     to average assets,
     annualized             3.36%                              3.27%                                4.38%            3.49%  3.86%

    Return on average
     assets, annualized     0.83%                              0.82%                                0.17%            0.74%  0.62%

    Return on average
     equity, annualized     6.32%                              6.20%                                1.30%            5.61%  4.58%

    Return on average
     tangible common
     equity, annualized     8.85%                              8.70%                                1.51%            7.58%  5.12%

    Net charge-offs on
     noncovered loans
     to average
     noncovered loans,
     annualized             0.27%                              0.13%                                0.11%            0.15%  0.32%


                                            As of Period End
                                            ----------------

                       December 31,           September 30,         December 31,
                           2014                     2014                  2013
                      -------------           --------------         -------------

    Financial
     Measures:
    ----------

    Book value per
     common share                    $15.04                                         $14.93          $13.31

    Tangible book
     value per common
     share                    10.73                           10.62                          11.40

    Stockholders'
     equity to total
     assets                   13.2%                          13.1%                         13.0%

    Tangible common
     equity to
     tangible assets           9.7%                           9.7%                         11.3%

    Tier 1 leverage
     capital to
     average assets           10.3%                          10.3%                         11.3%

    Tier 1 capital to
     risk-weighted
     assets                   13.9%                          14.7%                         15.5%

    Total capital to
     risk-weighted
     assets                   15.1%                          15.9%                         16.8%

    Net loans to
     deposits ratio           76.7%                          75.1%                         86.0%

    Deposits per
     branch                         $44,035                                        $43,329         $39,977

    Assets per full-
     time equivalent
     employees                       $4,626                                         $4,352          $4,448


                                                              Three Months Ended                                                         Year Ended
                                                              ------------------                                                         ----------

                                    December 31, 2014           September 30,             December 31, 2013          December 31, 2014              December 31,
                                                                     2014                                                                                 2013
                                    -----------------          --------------              -----------------          -----------------             -------------

    Allowance for Noncovered Loan
     Losses:
    -----------------------------

    Allowance balance, beginning of
     period                                           $22,220                                                $22,369                                                $22,783              $22,657 $24,242

    Provision for loan losses                   1,316                                 567                                            200                               2,232       1,784

    Net (charge-offs) recoveries:

    Commercial business                       (1,009)                              (453)                                         (300)                            (1,589)    (2,488)

    One-to-four family residential                  -                                  -                                             -                                  -       (52)

    Real estate construction                     (24)                                  -                                             -                              (326)      (533)

    Consumer                                    (350)                              (263)                                          (26)                              (821)      (296)
                                                 ----                                ----                                            ---                                ----        ----

    Total net charge-offs                     (1,383)                              (716)                                         (326)                            (2,736)    (3,369)
                                               ------                                ----                                                                            ------      ------

    Allowance balance, end of
     period                                           $22,153                                                $22,220                                                $22,657              $22,153 $22,657
                                                      =======                                                =======                                                =======              ======= =======



                                                              Three Months Ended                                                         Year Ended
                                                              ------------------                                                         ----------

                                    December 31, 2014           September 30,             December 31, 2013          December 31, 2014              December 31,
                                                                     2014                                                                                 2013
                                    -----------------          --------------              -----------------          -----------------             -------------

    Allowance for Covered Loan
     Losses:
    --------------------------

    Allowance balance, beginning of
     period                                            $6,122                                                 $6,114                                                 $5,972               $6,167  $4,352

    Provision for loan losses                   1,535                                  27                                            228                               2,362       1,888

    Net charge-offs                           (2,081)                               (19)                                          (33)                            (2,953)       (73)
                                               ------                                 ---                                            ---                              ------         ---

    Allowance balance, end of
     period                                            $5,576                                                 $6,122                                                 $6,167               $5,576  $6,167
                                                       ======                                                 ======                                                 ======               ======  ======



                                                              Three Months Ended                                                         Year Ended
                                                              ------------------                                                         ----------

                                    December 31, 2014           September 30,             December 31, 2013          December 31, 2014              December 31,
                                                                     2014                                                                                 2013
                                    -----------------          --------------              -----------------          -----------------             -------------

    Other Real Estate Owned:
    ------------------------

    Balance, beginning of period                       $6,872                                                 $8,106                                                 $4,129               $4,559  $5,666

    Additions                                     889                                 459                                          1,234                               1,566       2,974

    Additions from acquisitions                     -                                  -                                             -                              7,121       2,279

    Proceeds from dispositions                (4,741)                            (1,315)                                         (413)                            (9,914)    (6,253)

    Gain (loss) on sales, net                     335                               (378)                                          (43)                                 23         264

    Valuation adjustments                           -                                  -                                         (348)                                  -      (371)
                                                  ---                                ---                                          ----                                 ---

    Balance, end of period                             $3,355                                                 $6,872                                                 $4,559               $3,355  $4,559
                                                       ======                                                 ======                                                 ======               ======  ======


                                                                        As of Period End
                                                                        ----------------

                                                   December 31,          September 30,            December 31,
                                                       2014                    2014                     2013
                                                  -------------          --------------            -------------

    Nonperforming Noncovered Assets:
    --------------------------------

    Nonaccrual noncovered loans by type:

    Commercial business                                          $4,719                                           $7,263            $5,675

    One-to-four family residential                            -                              322                              340

    Real estate construction and land development         2,652                             3,359                            1,045

    Consumer                                                139                               729                              678

    Total nonaccrual noncovered loans(1)(2)               7,510                            11,673                            7,738

    Other real estate owned, noncovered                   2,178                             4,088                            4,377
                                                                                           -----                            -----

    Nonperforming noncovered assets                              $9,688                                          $15,761           $12,115
                                                                 ======                                          =======           =======


    Restructured noncovered performing loans(3)                 $18,646                                          $20,276           $22,131

    Accruing noncovered loans past due 90 days or
     more(4)                                                  -                              104                                6

    Potential problem noncovered loans(5)               117,250                           125,437                           52,814

    Allowance for loan losses on noncovered loans
     to:

    Total noncovered loans, net                           1.04%                            1.08%                           1.94%

    Nonperforming noncovered loans                      294.98%                          190.35%                         292.80%

    Nonperforming noncovered loans to total
     noncovered loans                                     0.35%                            0.57%                           0.66%

    Nonperforming noncovered assets to total
     noncovered assets                                    0.29%                            0.48%                           0.76%



    (1)              At December 31, 2014, September 30,
                     2014 and December 31, 2013,  $4.1
                     million, $3.7 million and $2.6
                     million of noncovered nonaccrual
                     loans were considered troubled debt
                     restructured loans, respectively.

    (2)              At December 31, 2014, September 30,
                     2014 and December 31, 2013, $1.6
                     million,  $1.8 million and $1.7
                     million of noncovered nonaccrual
                     loans were guaranteed by government
                     agencies, respectively.

    (3)              At December 31, 2014, September 30,
                     2014 and December 31, 2013,
                     $751,000, $682,000 and $1.2 million
                     of noncovered performing
                     restructured loans were guaranteed
                     by government agencies,
                     respectively.

    (4)              There were no accruing noncovered
                      loans past due 90 days or more that
                      were guaranteed by government
                      agencies at December 31, 2014,
                      September 30, 2014 or December 31,
                      2013.

    (5)              Potential problem noncovered loans
                     are those loans that are currently
                     accruing interest and are not
                     considered impaired, but which are
                     being monitored because the
                     financial information of the
                     borrower causes the Company concern
                     as to their ability to comply with
                     their loan repayment terms.  At
                     December 31, 2014, September 30,
                     2014 and December 31, 2013, $2.0
                     million, $2.0 million and $1.8
                     million of noncovered potential
                     problem loans were guaranteed by
                     government agencies, respectively.
                     The amount of noncovered potential
                     problem loans related to the
                     Washington Banking Merger was $77.7
                     million and $82.3 million at
                     December 31, 2014 and September 30,
                     2014, respectively.  There were no
                     Washington Banking loans at
                     December 31, 2013 as the merger
                     occurred on May 1, 2014.


                                                       December 31, 2014                   September 30, 2014                         December 31, 2013
                                                       -----------------                   ------------------                         -----------------

                                               Balance                    % of             Balance                       % of                       Balance         % of
                                                                         Total                                           Total                                      Total
                                                                         -----                                           -----                                      -----

    Loan Composition
    ----------------

    Noncovered loans:

    Commercial business:

    Commercial and industrial                                $534,163                 25.2%                                      $533,752                   25.9%                      $336,540    28.8%

    Owner-occupied commercial real estate       535,742                          25.2                          537,968                             26.0               281,309                 24.1

    Non-owner occupied commercial real estate   563,693                          26.5                          552,336                             26.8               399,979                 34.2
                                                -------                          ----                          -------                             ----               -------                 ----

    Total commercial business                 1,633,598                          76.9                        1,624,056                             78.7             1,017,828                 87.1

    One-to-four family residential               63,540                           3.0                           63,890                              3.1                43,082                  3.7

    Real estate construction and land
     development:

    One-to-four family residential               46,749                           2.2                           44,681                              2.2                19,724                  1.7

    Five or more family residential and
     commercial properties                       61,360                           2.9                           44,404                              2.1                48,655                  4.2
                                                 ------                           ---                           ------                              ---                ------                  ---

    Total real estate construction and land
     development                                108,109                           5.1                           89,085                              4.3                68,379                  5.9

    Consumer                                    320,567                          15.1                          288,489                             14.0                41,547                  3.5
                                                -------                          ----                          -------                             ----                ------                  ---

    Gross noncovered loans                    2,125,814                         100.1                        2,065,520                            100.1             1,170,836                100.2

    Deferred loan fees, net                       (937)                        (0.1)                         (1,470)                           (0.1)              (2,670)               (0.2)
                                                   ----                                                        ------                                                ------

    Noncovered loans, net of deferred fees    2,124,877                        100.0%                       2,064,050                           100.0%            1,168,166               100.0%
                                              ---------                         =====                        ---------                            =====             ---------                =====

    Covered loans                               126,200                                                                138,833                                                63,754
                                                -------                                                                -------                                                ------

    Total loans, net of deferred fees                      $2,251,077                                                          $2,202,883                                            $1,231,920
                                                           ==========                                                          ==========                                            ==========


                              December 31, 2014                   September 30, 2014                December 31, 2013
                              -----------------                   ------------------                -----------------

                      Balance                   % of       Balance                   % of       Balance                 % of
                                                Total                                Total                             Total
                                                -----                                -----                             -----

    Deposit
     Composition
    ------------

    Noninterest
     bearing demand
     deposits                       $709,673                  24.4%                              $694,370                     23.9%              $349,902     25.0%

    NOW accounts       793,362                        27.3                             745,832                    25.7                 352,051          25.2

    Money market
     accounts          520,065                        17.9                             527,276                    18.2                 232,016          16.6

    Savings accounts   357,834                        12.3                             357,674                    12.3                 155,790          11.1
                       -------                        ----                             -------                    ----                 -------          ----

    Total non-
     maturity
     deposits        2,380,934                        81.9                           2,325,152                    80.1               1,089,759          77.9

    Certificates of
     deposit           525,397                        18.1                             577,917                    19.9                 309,430          22.1
                       -------                        ----                             -------                    ----

    Total deposits                $2,906,331                 100.0%                            $2,903,069                    100.0%            $1,399,189    100.0%
                                  ==========                  =====                             ==========                     =====             ==========     =====


                                                                                  Three Months Ended
                                                                                  ------------------

                                                      December 31, 2014                                               December 31, 2013

                                       Average               Interest              Average                     Average                  Interest               Average
                                       Balance               Earned/                Yield/                     Balance                   Earned/                Yield/
                                                               Paid                  Rate                                                 Paid                   Rate
                                                               ----                  ----                                                 ----                   ----

                                                                  (Dollars in thousands; yields annualized)

    Interest Earning Assets:
    ------------------------

    Loans, net                                  $2,194,003                                      $34,698                         6.27%                                     $1,198,464                           $17,378       5.75%

    Taxable securities                  545,180                            2,665                              1.94                          127,941                                618                    1.92

    Nontaxable securities               191,673                              958                              1.98                           74,074                                436                    2.33

    Other interest earning assets       149,474                              118                              0.31                          128,101                                120                    0.37
                                        -------                              ---                                                           -------                                ---

    Total interest earning assets     3,080,330                                      $38,439                           4.95%                         1,528,580                           $18,552                       4.82%

    Noninterest earning assets          375,405                                                                                                     148,221

    Total assets                                $3,455,735                                                                                                             $1,676,801
                                                ==========                                                                                                             ==========

    Interest Bearing Liabilities:
    -----------------------------

    Certificates of deposit                       $549,857                                         $765                         0.55%                                       $313,385                              $593       0.75%

    Savings accounts                    357,971                              101                              0.11                          157,590                                 40                    0.10

    Interest bearing demand and money
     market accounts                  1,294,924                              599                              0.18                          584,581                                255                    0.17
                                      ---------                              ---                                                           -------                                ---

    Total interest bearing deposits   2,202,752                            1,465                              0.26                        1,055,556                                888                    0.33

    Junior subordinated debentures       19,047                              173                              3.60                                -                                 -                      -

    Securities sold under agreement
     to repurchase                       31,268                               21                              0.27                           28,090                                 18                    0.26

    FHLB advances and other
     borrowings                               3                                -                                        -                                 -                            -                         -
                                            ---                                                                                                         ---

    Total interest bearing
     liabilities                      2,253,070                            1,659                             0.29%                       1,083,646                                906                   0.33%
                                                                          -----                                                                                                 ---

    Demand and other noninterest
     bearing deposits                   708,268                                                                                                       363,031

    Other noninterest bearing
     liabilities                         39,055                                                                                                        12,518

    Stockholders' equity                455,342                                                                                                     217,606

    Total liabilities and
     stockholders' equity                       $3,455,735                                                                                                               $1,676,801
                                                ==========                                                                                                             ==========

    Net interest income                                                             $36,780                                                                                                      $17,646
                                                                                    =======                                                                                                      =======

    Net interest spread                                                                                    4.66%                                                                                    4.49%

    Net interest margin                                                                                    4.74%                                                                                    4.58%



                                                                    Years Ended December 31,
                                                                    ------------------------

                                                                     2014                                               2013
                                                                     ----                                               ----

                                 Average              Interest                     Average             Average                Interest      Average
                                 Balance               Earned/                      Yield/             Balance                Earned/       Yield/
                                                        Paid                         Rate                                       Paid         Rate
                                                        ----                         ----                                       ----         ----

                                                                (Dollars in thousands)

    Interest Earning Assets:

    Loans, net                             $1,871,696                              $110,437                   5.90%                       $1,124,828                  $67,630 6.01%

    Taxable securities             383,626                    7,328                             1.91                  117,132                    1,918          1.64

    Nontaxable securities          145,113                    2,886                             1.99                   64,018                    1,539          2.40

    Other interest earning
     assets                        150,189                      455                             0.30                  104,770                      341          0.33
                                   -------                      ---                                                  -------                      ---

    Total interest earning
     assets                                $2,550,624                              $121,106                   4.75%                       $1,410,748                  $71,428 5.06%

    Noninterest earning assets     295,666                                                                          129,324
                                   -------                                                                          -------

    Total assets                           $2,846,290                                                                                  $1,540,072
                                           ==========                                                                                  ==========

    Interest Bearing
     Liabilities:

    Certificates of deposit                  $494,948                                $2,991                   0.60%                         $307,464                   $2,478 0.81%

    Savings accounts               282,150                      252                             0.09                  143,412                      164          0.11

    Interest bearing demand and
     money market accounts       1,049,078                    1,907                             0.18                  541,793                    1,031          0.19
                                 ---------                    -----                                                  -------                    -----

    Total interest bearing
     deposits                    1,826,176                    5,150                             0.28                  992,669                    3,673          0.37

    Junior subordinated
     debentures                     12,751                      458                            3.59%                       -                       -            -

    Securities sold under
     agreement to repurchase        27,984                       73                             0.26                   19,102                       51          0.27

    FHLB advances and other
     borrowings                        111                        -                               -  %                    -                       -            -   %
                                       ---                      ---                                                     ---

    Total interest bearing
     liabilities                           $1,867,022                                $5,681                   0.30%                       $1,011,771                   $3,724 0.37%
                                                                                    ------                                                                           ------

    Demand and other noninterest
     bearing deposits              574,692                                                                          308,582

    Other noninterest bearing
     liabilities                    29,669                                                                           10,543

    Stockholders' equity           374,907                                                                          209,176
                                   -------                                                                          -------

    Total liabilities and
     stockholders' equity                  $2,846,290                                                                                    $1,540,072
                                           ==========                                                                                  ==========

    Net interest income                                               $115,425                                                                         $67,704
                                                                      ========                                                                         =======

    Net interest spread                                                                      4.45%                                                        4.69%

    Net interest margin                                                                      4.53%                                                        4.80%


                                                                                          HERITAGE FINANCIAL CORPORATION

                                                                                          QUARTERLY FINANCIAL STATISTICS

                                                                        (Dollar amounts in thousands, except per share amounts; unaudited)


                                                                  Three Months Ended
                                                                  ------------------

                      December 31,            September 30,                      June 30,                      March 31,                       December 31,
                              2014                          2014                        2014                                 2014                          2013
                              ----                          ----                        ----                                 ----                          ----

    Earnings:
    ---------

    Net interest
     income                           $36,780                                         $33,307                                              $28,596                            $16,741    $17,646

    Provision for
     (recapture of)
     loan losses
     for noncovered
     loans                   1,316                             567                                      370                                    (21)                   200

    Provision for
     loan losses
     for covered
     loans                   1,535                              27                                      321                                     479                    228

    Noninterest
     income                  3,897                           5,483                                    4,780                                   2,307                  2,429

    Noninterest
     expense                29,243                          28,363                                   26,993                                  14,779                 18,505

    Net income               7,255                           7,068                                    4,148                                   2,543                    710

    Basic earnings
     per common
     share                              $0.24                                           $0.23                                                $0.16                              $0.16      $0.04

    Diluted
     earnings per
     common share                       $0.24                                           $0.23                                                $0.16                              $0.16      $0.04

    Average Balances:
    -----------------

    Total loans
     receivable                    $2,194,003                                      $2,194,460                                           $1,878,496                         $1,205,416 $1,198,464

    Investment
     securities            736,853                         694,629                                  474,801                                 200,959                202,015

    Total interest
     earning assets      3,080,330                       3,059,796                                2,523,384                               1,516,201              1,528,580

    Total assets         3,455,735                       3,436,797                                2,813,432                               1,652,894              1,676,801

    Interest
     bearing
     deposits            2,202,752                       2,214,097                                1,821,683                               1,049,228              1,055,556

    Noninterest
     bearing demand
     deposits              708,268                         688,140                                  553,284                                 343,826                363,031

    Total equity           455,342                         452,439                                  370,664                                 217,721                217,606

    Financial Ratios:
    -----------------

    Return on
     average
     assets,
     annualized              0.83%                          0.82%                                   0.59%                                  0.62%                 0.17%

    Return on
     average
     equity,
     annualized              6.32%                          6.20%                                   4.49%                                  4.74%                 1.30%

    Efficiency
     ratio                  71.89%                         73.12%                                  80.88%                                 77.59%                92.18%

    Noninterest
     expense to
     average total
     assets,
     annualized              3.36%                          3.27%                                   3.85%                                  3.63%                 4.38%

    Net interest
     margin                  4.74%                          4.32%                                   4.55%                                  4.48%                 4.58%


                                                                                                                HERITAGE FINANCIAL CORPORATION

                                                                                                                QUARTERLY FINANCIAL STATISTICS

                                                                                              (Dollar amounts in thousands, except per share amounts; unaudited)


                                                                                                        As of Period End
                                                                                                        ----------------

                                                  December 31, 2014            September 30, 2014               June 30,                 March 31, 2014          December 31, 2013
                                                                                                                   2014
                                                                                                                                                                               ---

    Balance Sheet:
    --------------

    Total assets                                                    $3,459,916                                               $3,451,320                                            $3,391,579              $1,662,473 $1,659,038

    Total loans receivable, net                           2,223,348                                  2,174,541                                  2,200,711                            1,207,650   1,203,096

    Investment securities                                   778,660                                    720,864                                    691,245                              178,002     199,288

    Deposits                                              2,906,331                                  2,903,069                                  2,866,542                            1,404,214   1,399,189

    Noninterest bearing demand
     deposits                                               709,673                                    694,370                                    669,017                              353,043     349,902

    Total equity                                            454,995                                    451,651                                    449,829                              216,417     215,762

    Financial Measures:
    -------------------

    Book value per common share                                         $15.04                                                   $14.93                                                $14.89                  $13.35     $13.31

    Tangible book value per common
     share                                                              $10.73                                                   $10.62                                                $10.57                  $11.45     $11.40

    Tangible common equity to
     tangible assets                                           9.7%                                      9.7%                                      9.8%                               11.5%      11.3%

    Net loans to deposits                                     76.7%                                     75.1%                                     77.0%                               86.0%      86.0%

    Deposits per branch                                                $44,035                                                  $43,329                                               $42,784                 $39,006    $39,977

    Assets per full-time
     equivalent employees                                               $4,626                                                   $4,352                                                $4,192                  $4,644     $4,448

    Credit Quality Metrics:
    -----------------------

    Allowance for loan losses on noncovered loans
     to:

    Total noncovered loans, net                               1.04%                                     1.08%                                     1.08%                               1.94%      1.94%

    Nonperforming noncovered loans                          294.98%                                   190.35%                                   164.62%                             197.75%    292.80%

    Nonperforming noncovered loans
     to total noncovered loans                                0.35%                                     0.57%                                     0.66%                               0.98%      0.66%

    Nonperforming noncovered assets
     to total noncovered assets                               0.29%                                     0.48%                                     0.58%                               0.97%      0.76%

    Other Metrics:
    --------------

    Branches                                                     66                                         67                                         67                                   36          35

    Full-time equivalent employees                              748                                        793                                        809                                  358         373

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SOURCE Heritage Financial Corporation