Ladies and gentlemen, thank you for standing by. And welcome to the Heritage Financial Fourth Quarter and Year End Conference Call. At this time, all participants are in a listen only mode. Later we will conduct a question-and-answer session. [Operator Instructions]. As a reminder, this conference is being recorded.I would now like to turn the conference over to our host, Mr. Jeff Deuel. Please go ahead, sir.

Thank you, Kinson. Welcome to all who called in and those who may listen in later. This is Jeff Deuel, CEO of Heritage. Attending with me are Don Hinson, CFO; and Bryan McDonald, COO.Our earnings press release went out this morning premarket, and hopefully, you have had an opportunity to review it prior to this call. Please refer to the forward-looking statements in that press release.As for the quarter, we're pleased with our progress as we continue to build our franchise and generate attractive financial results for our shareholders. We've made good progress building on our metro strategies in the Seattle and Bellevue and Portland markets. We have seen the initial benefits of the two acquisitions we completed in 2018 and the team we added in early in 2019.Together the Seattle, Bellevue and Portland markets still represent significant opportunities for Heritage, and we believe we are positioning ourselves well to continue to execute in those markets. We also see good performance in our traditional markets. We saw a strong loan production in 2019 with healthy loan pipeline growth and strong originations. However, our net loan growth continued to be muted by loan payoffs.We believe we have laid down a good foundation for 2020, which will allow us to continue to positive momentum from 2019. We believe there is additional production capacity embedded in our existing platform, which will help us overcome the higher than historical level of payoffs, that we have been experiencing for the past couple of years.While we continue to see deposit rate competition, our loan to deposit ratio of 82% allows us to carefully manage pricing competition. We continue to focus on protecting our core deposit franchise, which provides us with a strong foundation and is one of our key strengths.Don Hinson will now take a few minutes to cover our financial statement results, including color on our core operating metrics.

Thank you, Jeff. I'm going to start with a quick overview of earnings, before heading into more detail, our balance sheet, credit quality, income statement and capital management. Our reported diluted earnings per share for Q4 was $0.47, which is down $0.01 from $0.48 in Q3. The decrease in earnings from Q3 was due mostly through a combination of a decrease in net interest margin and an increase in provision for loan losses, partially offset by higher swap fees and lower loan interest expense. Although, our reported ROA decreased 9 basis points from the prior quarter, our pre-tax, pre-provision ROA decreased only 3 basis points.Moving on to the balance sheet, gross loans grew $36.5 million, or 3.9% on an annualized basis in Q4, and increased about $114 million, or 3.1% for the year. Bryan McDonald will further discuss loan production in few minutes. Although overall deposit growth was muted in Q4, non-interest bearing deposits increased $17 million which was 84% of deposit growth in Q4.For the year, non interest-bearing deposits increased $84 million, or 6.2% which was 56% of the deposit growth for the year. Regarding credit quality, we experienced additional increases in non-accrual loans in Q4 due mostly to a $4.7 million annual relationship that was put on non-accrual status during the quarter.Net charge-offs increased to 20 basis points for Q4, due mostly to a $963,000 charge-offs on a large agricultural loan relationship that was put on non-accrual status in Q3. Net charge-offs for 2019 were 9 basis points, up from 6 basis points in 2018.Although overall farm loans and charge-offs are at elevated levels, with the exception of identified Ag credits. We don't see any specific negative trends in the portfolio. The net interest margin decreased 19 basis points in Q4, due mostly to a 16 basis point…

Thanks, Don. I'm going to provide detail on our fourth quarter production results by area, starting with our commercial lending group. In the fourth quarter, our commercial teams closed $306 million in new loan commitments, very similar to the volume closed in each of the past two quarters. New production during the fourth quarter was centered in Seattle and Bellevue at $79 million, Tacoma at $65 million and Portland at $54 million. For the full year, new commercial loans totaled $1.05 billion, which is an increase of $311 million, or 42% compared to 2018.Commercial team loan pipelines ended the fourth quarter at $390 million, down 11% compared to the third quarter but remain up 15%, compared to the fourth quarter of 2018. The largest pipelines were in our Seattle and Bellevue teams, which ended the quarter with the pipeline of $153 million. Our greater Portland teams, which ended the quarter with a pipeline of $72 million and our greater Tacoma teams, which ended the quarter with a pipeline of $70 million.Gross loans increased only $36.5 million during the fourth quarter or 3.9% annualized rate, due to higher levels of prepayment and payoff activity. Loan prepayments and payoffs during the quarter totaled $202 million versus $169 million in the third quarter and $160 million in the second quarter of 2019.Payoffs and prepayment activity in the fourth quarter was caused by a higher level of business to real estate sales, customers using cash to pay-off debt and clients paying off loans due to our active portfolio management efforts.SBA 7(a) production in the fourth quarter included 9 loans for $10.6 million and the pipeline ended the quarter at $5.1 million. This compares to last quarter where we closed 15 loans for $4.9 million and the pipeline ended the quarter at $14.8 million. Consumer production during the fourth quarter was $49 million down from $61 million in the third quarter, and equal to the $49 million we closed in the fourth quarter of 2018.Moving on to interest rates. Our average fourth quarter interest rate for new commercial loans was 4.43%, a decrease of 23 basis points from 4.66% last quarter. In addition, the average fourth quarter rate for all new loans was 4.45%, dropping 42 basis points from 4.87% last quarter. The mortgage department closed $52 million of new loans in the fourth quarter of 2019, compared to $47 million closed last quarter and $28 million closed in the fourth quarter of 2018. The mortgage pipeline ended the quarter at $15 million versus $39 million last quarter and $23 million in the fourth quarter of 2018.I will now turn the call back to Jeff for some general observations.

Thank you, Bryan. We continue to benefit from the positive economic environment here in Pacific Northwest with strong stable valuations for commercial real estate and single family properties. In spite of the positive economic environment in the region, we remain cautious about concentration levels and are operating at levels that provide us flexibility to take advantage of high-quality loan opportunities, while still being able to maintain discipline focusing on loan, quality and yield.We now have strong teams in all the markets we serve, and we will continue to execute in those markets to generate future growth. While we were distracted with two M&A transactions in 2018, several internal projects were put on hold.During 2019, the team restarted those projects and have worked diligently to update, upgrade, a variety of product delivery platforms that are enabling us to launch a new treasure management platform for our commercial customers in the first quarter of 2020.We expect that new platform to enhance the customer experience for existing customers, and also it will allow us to pursue new customers with more complex cash management needs. We continue to benefit from our balance sheet liquidity and the high quality granularity of our deposit base. Cost of deposits have been stable from the past three quarters, and the overall costs are still relatively low. We continue to manage our capital position to support our planned organic growth as well as positioning the bank, so we can respond to M&A activity.Before we go on to questions, I'd like to make a few fast comments about our credit quality. We continue to actively manage the loan portfolio like we have always done. Unfortunately, that effort is not always pretty. However, these efforts tend to play out in a positive way to our long term credit metrics. For example,…

[Operator Instructions] And we do have something from the line of Jeff Rulis. Please go ahead.

Question on the -- just to get some color on the loan growth outlook in '19, you mentioned the payoff activity, maybe there's some risk management, there always is, as you kind of alluded to Jeff, but looking at '20 and kind of what could play out or what could change it. I guess your expectations for growth on a net basis is 3% in '19. But there was some pieces there that made payoff activity being one that was a little elevated. What thoughts on '20 going ahead?

I'm happy to make some comments on that and Bryan and Don may want to tag on to it. But, we see good momentum in our pipeline. We also believe that there's untapped potential in our platform overall. I think that the best way for us to put it is, we're looking for loan and deposit growth in that mid-single digit range in 2020. And just that's based on two things. One, it assumes that we're not changing our risk profile, which is not something that we were intending to do. And based on what we're seeing in the last couple of quarters, we're not expecting to see higher level of payoffs is going just going to necessarily trend away from us. In fact based on what Bryan reported, you could see in the fourth quarter it actually went up over other quarters. So, I think that mid single-digit range is a good place for us to be.

And on the credit side, the Ag relationships I forget. Are they related or a similar strain kind of a systemic that has driven both kind of non-accrual?

As you probably recall Jeff, we spent a lot of time talking about the one on non-accrual last quarter. It is tree fruits and the weakness is based on many factors. Pricing, weather, transitional issues, from one generation to another et cetera. So, we still feel fairly comfortable with our position with that particular loan, particularly inline of the fact that since we last had a quarterly call, we had the valuations redone for the real estate and the equipment and the pricing or the values are holding. So, we have this hard circumstance where we have a loan on non-accrual and we have taken a charge-off on it, but we still believe there we’re based on the information we have now, we are fully collateralized.The other one -- the newer one, is one that we've been working on for many quarters and it's been working its way through the process. A hay producer and the circumstance there is that, there is an abundance to hay. So, there is a good amount of inventory in that relationship but its moving slowly. So, there is the weakness.

And maybe last one, Jeff, just -- M&A obviously you didn't complete any whole bank deals in '19 and I know the bank's culture is not to force activity. But I guess if you edge your preferences, would you be kind of lending team focused or whole bank focused in '20. And maybe, just broadly speaking, overall M&A discussions that you've had, what’s the pulse of how that’s headed?

I think we are actually sitting in a good position from where we sit now with regard to M&A from a standpoint that, we're clearly half of the integration work that goes point around the two transactions we did in 2018. As I mentioned in the prepared remarks, we have been working on getting our systems in order and upgraded and updated, which is essentially done but the rollout is the next big step and that will keep us occupied, while we wait for opportunity. But I believe that our team is ready to roll if something presents itself.We are very interested in further developing our footprint along the I5 Corridor from the Canacdian border to the southern border of Oregon. Conversations were non-existent for the first half of last year but towards the end of the year, we started having not just informal casual updates but more conversations with a couple of potential candidates. But as you’ve mentioned, we don't rush these things. They have to present themselves when they're ready. But, we feel comfortable that M&A presents itself in the new year that we're ready to peruse it.

And next we will go to line of Gordon McGuire. Please go ahead.

Rehash a little bit your comments on the mid single-digit loan growth. I guess last quarter you’d mentioned low to mid single-digit. And I'm wondering, if this untapped potential that you mentioned is the driver from going from low-to-mid to mid and whether that's a new development or something that gives you a bit more optimism relative to the three months ago? And if you could just elaborate on what that would be.

I think that, we have had a chance to watch the combined organization operate for a several quarters now. So, I think we have a better flow for the -- ebb and flows of deposit and loans. I think we've also had the time to really analyze the production to-date across the footprint and compare that to the potential of the particular markets we're in, the teams that we have, and I think we’ve put it all together and I think that we are in a mainly at a better position now to move forward and mine that additional capacity.I think the other thing I would add to is, it just takes a while for three organizations to come together and work like a fine tuned machine. And I'm not sure we’re fine tuned yet, but I think we're further along the curve from that standpoint. So we're better organized internally.Bryan, you want to add to that?

I was just going to add, Gordon, when you look at the difference between mid-single digit and that, 6%, 7%, 8%, it's a pretty moderate difference in terms of production. So if you look at the Q4 numbers, it's about $102 million a month, it's the new production we did in the fourth quarter, and to get closer to that 6% range with the same level of payoffs. It's more like $180 million so it's $6 million difference, it’s a very moderate increase relative to the total amount of production, obviously the few million of net as it drops through, it really drives that -- is what drives the growth rate.And so after watching, plus $100 million in production in the last three quarters of last year and the work our team is doing to try and drive that pipeline up, that's really what we're shooting for is another 6 million a month versus what we did in the fourth quarter.

Don, I was hoping you could help us out with just the run rates on the fees and the expense levels. I guess starting with fees, these the swap income was really strong this quarter. Is that something you feel is sustainable?

It was higher than usual and we're not -- I don’t expect to see that every quarter. If you go back again in the year, it was 1.2 million I think that, I'd like to see that higher than that overall for the year in 2020. But it's not going to be at the $900,000 a quarter – we’re not expecting to see that much. Probably year-over-year but not for Q4 numbers.

So, it is tracking better than the previous run-rate before the fourth quarter?

Well, yes. It's kind of early in the year, but that's what's our expectation.

And then the expenses, I guess it looks like there was an FDIC credit this quarter and marketing was a little bit unusually low relative to where that's been in the past. Could you just kind of point us to a baseline to think about for the first quarter?

I’ll give you some directional feedback here. You're right the FDIC premium is down. If things work out as we think they will, we'll be able to use the credit again in Q1 and partly in Q2. As you can, if you look at our financials, it's usually the FDIC premium is usually between $315,000 to $400,000 a quarter and again that's going to probably run out midway through the second quarter, since we have like $500,000 left on that.I will also say that, Q1 we just tend to see a bump in expenses and then Q4 it’s always our lowest and usually in the same it’s like marketing and of course things like payroll taxes always pop up the first part, insurance pops up usually the first part of first quarter. So, like I look at last year our expenses, core expenses went up $600,000 from Q4 '18 to Q1 '19.In addition, as I mentioned we're in a new facility. As far as operations go that's going to raise up some costs there and we have -- as Jeff mentioned, the new treasury management system that we are implementing this year and that's going to be about a cost about a $1 million this year, over what we've been spending. So that I would say, take that into consideration as you're looking at the expenses for this year and that should help you out on that.

And the cost of the treasury platform, is that kind of ratably throughout the year builds or how should…

I would say, the first three quarters it'll be when it's mostly implemented, how much per quarter will depend on, it's kind of based on the number of customers that we're converting over at that time. So, I can't really give you like a ratable each quarter, but they’ll sure happen over the first three quarters.

And ultimately Gordon, that’ll go away. It's really a support function for us as we transition our customersfrom the current systems to the new systems.

And next we will go to a line of Matthew Clark. Please go ahead.

I may have missed it, but the amount of payoffs in the quarter?

Hi Matt, this is Bryan. It was $202 million was the prepayments during the quarter, up from $169 million in the third quarter and $160 million in the second quarter.

Okay. And then just given your comments on expenses this year, any thoughts around the overhead ratio, overall relative to last year?

Well, our goals are -- again continue the improvement year-over-year. And again, a lot of our expenses are seasonal. So, it's not again from like Q4, Q1 improvement so much as 2019, 2020 we expect the improvement in that even with some of these other initiatives we have going on. Of course, with the initiatives it won't be an improvement as -- if we have to have an implementation of the treasury management system. Obviously, that’s going to slowdown the improvement, but we still expect to see some improvement.

Okay. And then the percent of the Ag portfolio that's classified at year end?

44% of the Ag portfolio.

Okay. And then just on the margin outlook, it sounds like some additional pressure here in the near-term. I think you had guided in the past down 5 to 10, came in a little bit more than that, but just curious on your thoughts on the margin outlook and when that might be able to stabilize if at all, given the pressure on new business?

I expected to come down again, and a similar expectations this fall, the next quarter. Just by looking at what's going on and what's coming off. I think again, our deposit costs are stabilized and it's not coming down and again we don't a lot of room to come down. So, I do think they’ll start coming down either in Q1 to Q2. But, I do think we are going to see pressure because of loan portfolio, even without any further rate cuts, the yield curve is still not great, throughput under loans. In fact in the last few days, it’s gotten worse. So, that's where the pressure is going to be, on the loan side.Again, it turns out be, as I mentioned in my comments in the earnings release, I think it came down more than expected in Q4 due to also some mix of earning assets play a part in that, in addition to some additional non-accruals. So overall with the factors that we – it’s hard to predict exactly what will happen and how that will impact the margin. But, I do expect it to come down again in Q1.

Okay. And then just any update on CECL Day 1 impact?

We're still working on our model. We're basically going over. We have a model set up. We're just making sure that we're getting all of our assumptions, such as prepayment speeds and reversion to norms or historicals, those type of things we are still tweaking. So, we don't really have a number right now. We will be putting an estimate in our 10-K at the end of February, but it's not going to be a huge impact but obviously we’ll have some.

Thank you. And we have no further questions in queue. Please go ahead.

Okay. Well, thank you. If there's no more questions, then we're ready to wrap up the quarter's earnings call and we thank you all for your time, your support, your interest in our ongoing performance as an organization, and we look forward to seeing several of you over the coming weeks at the investor event that we have. Thank you and good bye.

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