-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TF1GuLRpe9RwupZOhFp1hR/9Uu8rBrQtvCuue1/Iqfxxld703gerh8qWKiqKan5c AJ/om8X9UjcbA8YDMlZ4PQ== 0001012870-00-002238.txt : 20000421 0001012870-00-002238.hdr.sgml : 20000421 ACCESSION NUMBER: 0001012870-00-002238 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000412 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREATER BAY BANCORP CENTRAL INDEX KEY: 0000775473 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 770387041 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25034 FILM NUMBER: 605505 BUSINESS ADDRESS: STREET 1: 2860 WEST BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4153751555 MAIL ADDRESS: STREET 1: 2860 BAYSHORE ROAD STREET 2: 420 COWPER ST CITY: PALO ALTO STATE: CA ZIP: 943011504 FORMER COMPANY: FORMER CONFORMED NAME: MID PENINSULA BANCORP DATE OF NAME CHANGE: 19941031 FORMER COMPANY: FORMER CONFORMED NAME: SAN MATEO COUNTY BANCORP DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2000 Greater Bay Bancorp (Exact name of registrant as specified in its charter) California 77-0387041 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) Commission file number: 0-25034 2860 West Bayshore Road Palo Alto, California 94303 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (650) 813-8200 Item 5. Other Events. Reference is hereby made to the Registrant's press release attached hereto as Exhibit 99.1 which meets the requirements for filing under Item 5 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. Exhibits - -------- 99.1 Press Release dated April 12, 2000. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Greater Bay Bancorp (Registrant) Dated: April 20, 2000 By: /s/ Linda M. Iannone --------------------------------------- Linda M. Iannone Senior Vice President and General Counsel 3 Exhibit Index ------------- 99.1 Press Release dated April 12, 2000 4 EX-99.1 2 PRESS RELEASE DATED 04/12/2000 EXHIBIT 99.1 Press Release dated April 12, 2000 For Information Contact - ----------------------- At Greater Bay Bancorp: At Financial Relations Board: David L. Kalkbrenner Christina Carrabino (general information) President and CEO Stephanie Mishra (analyst contact) (650) 614-5767 (415) 986-1591 Steven C. Smith EVP, CAO and CFO (650) 813-8222
FOR IMMEDIATE RELEASE GREATER BAY BANCORP'S FIRST QUARTER EARNINGS, INCLUDING TECHNOLOGY GAINS AND EXCLUDING MERGER COSTS, REACHES $1.07 PER SHARE PALO ALTO, CA, April 12, 2000 -- Greater Bay Bancorp (Nasdaq: GBBK), a $3.2 billion in assets financial services holding company, today announced record results for the first quarter ended March 31, 2000. Net income for the first quarter of 2000 increased 107.7% to $13.5 million, or $0.91 per diluted share, compared to net income of $6.5 million, or $0.46 per diluted share, for the first quarter of 1999. The first quarter 2000 results included nonrecurring warrant income of $8.6 million compared to nonrecurring warrant income of $4,000 during the first quarter of 1999. In addition, the first quarter of 2000 included nonrecurring merger related costs and extraordinary items of $2.4 million compared to nonrecurring merger related costs and extraordinary items of $88,000 in the first quarter of 1999. As a result, net income, including nonrecurring warrant income and excluding nonrecurring merger related expenses and extraordinary items, increased 140.9% to $15.9 million, or $1.07 per diluted share, for the first quarter of 2000, compared to $6.6 million, or $0.47 per diluted share, in the first quarter of 1999. Greater Bay Bancorp's core earnings, which is its net income, excluding nonrecurring warrant income, merger related costs and extraordinary items, for the first quarter of 2000 increased 65.3% to $10.8 million, or $0.73 per diluted share, compared to $6.6 million, or $0.47 per diluted share, in the first quarter of 1999. Based on its core earnings for the first quarter of 2000, Greater Bay Bancorp's return on average equity was 23.75%, its return on average assets was 1.43% and its efficiency ratio was 45.53%. During the first quarter of 1999, Greater Bay Bancorp's core earnings resulted in return on average equity of 20.04%, return on average assets of 1.25% and an efficiency ratio of 56.46%. At March 31, 2000, Greater Bay Bancorp's total assets were $3.2 billion, an increase of 40.8% or $927 million from March 31, 1999. Total loans grew to $2.1 billion, an increase of 40.3% or $599 million from March 31, 1999 while total deposits increased to $2.8 billion, an increase of 43.4% or $862 million from March 31, 1999. "Once again, Greater Bay Bancorp has achieved record operating results, as our earnings per share, return on shareholders' equity and quality asset growth continue to exceed expectations and are significantly higher than industry averages for high performing banks", said David Kalkbrenner, president and chief executive officer of Greater Bay Bancorp. Mr. Kalkbrenner continued "In addition we are very pleased to report that realized warrant positions generated by our Venture Banking Group contributed $8.6 million of income or $0.34 per diluted share to our first quarter 2000 operating results. When these gains are combined with our core earnings per share of $0.73, Greater Bay Bancorp's earnings increased to $1.07 per share, excluding the one time Mt. Diablo National Bank merger costs. We are confident that our Venture Banking Group will continue to contribute nonrecurring warrant income to our operating results in the future; however, the amount of income realized by the Company from the warrants in future periods may vary materially from the current realized amount." Mr. Kalkbrenner also stated, "While the Venture Banking Group's contributions were significant to our first quarter results, it is important to recognize that Greater Bay Bancorp continues to be a dominant force in its core business of Super Community Banking. During the quarter we closed our sixth acquisition in three years with the addition of Mt. Diablo National Bank and have three other quality community banks scheduled to join the Greater Bay family by the end of 2000. We believe this provides Greater Bay a unique opportunity to be the bank of choice for many businesses and business owners who want the personal relationship of a small bank, yet need the services and lending limits a big bank can provide." Greater Bay Bancorp's ratio of non-performing assets to total assets was 0.19% at March 31, 2000, compared to 0.19% at December 31, 1999 and 0.21% at March 31, 1999. In addition, the allowance for loan losses represented 2.15% of total loans and 723.6% of total non-performing assets at March 31, 2000, compared to 2.10% and 728.7% at December 31, 1999 and 574.7% at March 31, 1999. Non-interest income continues to grow, reflecting Greater Bay Bancorp's efforts to further diversify its revenue stream. During the first quarter ended March 31, 2000, the Company's trust fees, depositor services fees, gain on sale of SBA loans, and loan and international banking fees were $2.8 million, up 29.8% from -------- $2.2 million in the first quarter of 1999. Greater Bay Bancorp's capital ratios continue to be above the well-capitalized guidelines established by the bank regulatory agencies. Greater Bay Bancorp recently signed definitive agreements to merge with Coast Bancorp, Santa Cruz, California, which is anticipated to close in the second quarter of 2000; Bank of Santa Clara, Santa Clara, California, which is anticipated to close in the third quarter of 2000 and Bank of Petaluma, Petaluma, California, which is anticipated to close in the fourth quarter of 2000. On a pro forma basis, as if these mergers had occurred on March 31, 2000, Greater Bay Bancorp would have had assets of approximately $4.1 billion. Greater Bay Bancorp through its seven subsidiary banks, Bay Area Bank, Bay Bank of Commerce, Cupertino National Bank, Golden Gate Bank, Mid-Peninsula Bank, Mt. Diablo National Bank, and Peninsula Bank of Commerce, along with its operating divisions, serves clients throughout Silicon Valley, San Francisco, the San Francisco Peninsula, and the Contra Costa Tri-Valley Region, with offices located in Blackhawk, Cupertino, Danville, Fremont, Hayward, Lafayette, Millbrae, Palo Alto, Pleasanton, Redwood City, San Francisco, San Jose, San Leandro, San Mateo, San Ramon, Santa Clara, and Walnut Creek. Safe Harbor This document may contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. For a discussion of factors that could cause actual results to differ, please see the publicly available Securities and Exchange Commission filings of Greater Bay Bancorp, including its Annual Report on Form 10-K for the year ended December 31, 1999, and particularly the discussion of risk factors within such documents. We have historically obtained rights to acquire stock, in the form of warrants, in certain clients as part of negotiated credit facilities. We may not be able to realize gains from these equity instruments in future periods due to fluctuations in the market prices of the underlying common stock of these companies. The timing and amount of income, if any, from the disposition of client warrants typically depend upon factors beyond our control, including the general condition of the public equity markets, levels of mergers and acquisitions activity, and legal and contractual restrictions on our ability to sell the underlying securities. Therefore, future gains cannot be predicted with any degree of accuracy and are likely to vary materially from period to period. In addition, a significant portion of the income we realize from the disposition of client warrants may be offset by expenses related to our efforts to build an infrastructure sufficient to support our present and future business activities, as well as expenses incurred in evaluating and pursuing new business opportunities, or by increases to the provision for loan losses. For investor information on Greater Bay Bancorp at no charge, call our automated shareholder information line at 1-800-PRO-INFO (1-800-776-4636) and enter code GBBK. For international access, dial 1-201-432-6555. - FINANCIAL TABLES FOLLOW - Page 4 GREATER BAY BANCORP MARCH 31, 2000 - FINANCIAL SUMMARY ($ in 000's, except share and per share data) SELECTED CONSOLIDATED FINANCIAL CONDITION DATA:
March 31 Dec 31 Sept 30 June 30 2000 1999 1999 1999 ----------- ----------- ----------- ----------- Cash and Due From Banks $ 139,742 $ 107,591 $ 121,742 $ 114,398 Investments 869,459 725,976 695,015 675,288 Loans: Commercial 917,326 810,399 750,895 707,024 Term Real Estate - Commercial 522,852 484,076 441,510 373,443 ----------- ----------- ----------- ----------- Total Commercial 1,440,178 1,294,475 1,192,405 1,080,467 Construction 441,085 417,326 347,715 315,408 Real Estate - Other 97,437 92,688 98,336 100,511 Consumer and Other 111,269 123,528 111,305 109,758 Deferred Loan Fees, Net (7,321) (6,840) (6,230) (5,818) ----------- ----------- ----------- ----------- Total Loans 2,082,648 1,921,177 1,743,531 1,600,326 Allowance for Loan Losses (44,820) (40,421) (33,028) (29,187) ----------- ----------- ----------- ----------- Total Loans, Net 2,037,828 1,880,756 1,710,503 1,571,139 Other Assets 150,613 131,765 114,090 103,326 ----------- ----------- ----------- ----------- Total Assets $ 3,197,642 $ 2,846,088 $ 2,641,350 $ 2,464,151 =========== =========== =========== =========== Deposits: Demand, Non-Interest Bearing $ 627,116 $ 514,482 $ 468,674 $ 416,978 NOW, MMDA and Savings 1,668,289 1,463,517 1,374,684 1,258,623 Time Certificates, $100,000 and over 476,975 434,540 403,679 368,020 Other Time Certificates 73,086 93,847 112,446 112,364 ----------- ----------- ----------- ----------- Total Deposits 2,845,466 2,506,386 2,359,483 2,155,985 ----------- ----------- ----------- ----------- Other Borrowings 41,100 69,100 52,678 90,635 Other Liabilities 53,226 47,007 33,582 28,234 ----------- ----------- ----------- ----------- Total Liabilities 2,939,792 2,622,493 2,445,743 2,274,854 ----------- ----------- ----------- ----------- Trust Preferred Securities 59,500 50,000 50,000 50,000 Stockholders' Equity 198,350 173,595 145,607 139,297 ----------- ----------- ----------- ----------- Regulatory Capital 257,850 223,595 195,607 189,297 ----------- ----------- ----------- ----------- Total Liabilities and Shareholders' Equity $ 3,197,642 $ 2,846,088 $ 2,641,350 $ 2,464,151 =========== =========== =========== =========== Average Quarterly Total Loans, excluding Nonaccrual $ 1,985,551 $ 1,814,744 $ 1,675,088 $ 1,548,566 Average Quarterly Investments $ 842,904 $ 800,475 $ 672,376 $ 670,236 Average Quarterly Interest Earning Assets $ 2,828,455 $ 2,615,219 $ 2,347,464 $ 2,218,803 Average Quarterly Interest Bearing Liabilities $ 2,244,839 $ 2,108,995 $ 1,934,828 $ 1,826,994 Average Quarterly Assets $ 3,043,787 $ 2,811,106 $ 2,534,508 $ 2,388,154 Average Quarterly Equity $ 183,592 $ 151,094 $ 144,073 $ 141,635 Regulatory Capital Tier I or Leverage Capital $ 269,549 $ 218,524 $ 190,680 $ 179,872 Total Capital $ 306,443 $ 252,994 $ 226,092 $ 214,571 Nonperforming Assets Nonaccrual Loans $ 5,170 $ 4,418 $ 6,028 $ 3,487 Loans 90 Days Past Due & Accruing 10 51 -- 199 Restructured Loans 743 807 1,492 1,034 OREO 271 271 515 595 ----------- ----------- ----------- ----------- Total Nonperforming Assets $ 6,194 $ 5,547 $ 8,035 $ 5,315 =========== =========== =========== =========== Greater Bay Trust Company Assets $ 751,677 $ 697,435 $ 652,054 $ 659,414 Mar 31 1999 ----------- Cash and Due From Banks $ 98,553 Investments 621,728 Loans: Commercial 651,860 Term Real Estate - Commercial 369,663 ----------- Total Commercial 1,021,523 Construction 272,300 Real Estate - Other 90,417 Consumer and Other 105,329 Deferred Loan Fees, Net (5,598) ----------- Total Loans 1,483,971 Allowance for Loan Losses (26,866) ----------- Total Loans, Net 1,457,105 Other Assets 92,908 ----------- Total Assets $ 2,270,294 =========== Deposits: Demand, Non-Interest Bearing $ 397,632 NOW, MMDA and Savings 1,124,487 Time Certificates, $100,000 and over 346,372 Other Time Certificates 115,269 ----------- Total Deposits 1,983,760 ----------- Other Borrowings 72,735 Other Liabilities 27,739 ----------- Total Liabilities 2,084,234 ----------- Trust Preferred Securities 50,000 Stockholders' Equity 136,060 ----------- Regulatory Capital 186,060 ----------- Total Liabilities and Shareholders' Equity $ 2,270,294 =========== Average Quarterly Total Loans, excluding Nonaccrual $ 1,403,292 Average Quarterly Investments $ 562,272 Average Quarterly Interest Earning Assets $ 1,965,564 Average Quarterly Interest Bearing Liabilities $ 1,609,827 Average Quarterly Assets $ 2,133,395 Average Quarterly Equity $ 132,773 Regulatory Capital Tier I or Leverage Capital $ 167,903 Total Capital $ 207,371 Nonperforming Assets Nonaccrual Loans $ 3,104 Loans 90 Days Past Due & Accruing -- Restructured Loans 951 OREO 620 ----------- Total Nonperforming Assets $ 4,675 =========== Greater Bay Trust Company Assets $ 630,840 SELECTED QUARTERLY CONSOLIDATED FINANCIAL CONDITION RATIOS: Mar 31 Dec 31 Sept 30 2000 1999 1999 --------- -------- -------- Loan to Deposit Ratio 73.19% 76.65% 73.89% Ratio of Allowance for Loan Losses to: Total Loans 2.15% 2.10% 1.89% Total Nonperforming Assets 723.60% 728.70% 411.05% Total Nonperforming Assets to Total Assets 0.19% 0.19% 0.30% Ratio of Quarterly Net Charge-offs to Average Loans, annualized -0.34% -0.28% 0.02% Ratio of YTD Net Charge-offs to Average Loans, annualized -0.34% -0.09% -0.02% Internal Loan Growth, Annualized 33.80% 40.42% 35.89% Recurring Revenue Growth, Annualized 23.79% 60.88% 58.21% Earning Assets to Total Assets 92.39% 93.10% 92.33% Earning Assets to Interest-Bearing Liabilities 127.40% 125.51% 122.34% Capital Ratios: Leverage (1) 8.86% 7.77% 7.52% Tier 1 Risk Based Capital (1) 10.10% 9.16% 8.78% Total Risk Based Capital (1) 11.48% 10.61% 10.41% Risk Weighted Assets $2,669,973 $ 2,384,511 $ 2,172,461 Book Value Per Share $ 14.03 $ 12.43 $ 10.87 Total Shares Outstanding 14,134,268 13,964,065 13,390,746 June 30 Mar 31 1999 1999 -------- ------- SELECTED QUARTERLY CONSOLIDATED FINANCIAL CONDITION RATIOS: Loan to Deposit Ratio 74.23% 74.81% Ratio of Allowance for Loan Losses to: Total Loans 1.82% 1.81% Total Nonperforming Assets 549.14% 574.67% Total Nonperforming Assets to Total Assets 0.22% 0.21% Ratio of Quarterly Net Charge-offs to Average Loans, annualized -0.01% -0.07% Ratio of YTD Net Charge-offs to Average Loans, annualized -0.04% -0.07% Internal Loan Growth, Annualized 31.80% 47.47% Recurring Revenue Growth, Annualized 44.73% 2.60% Earning Assets to Total Assets 92.44% 92.86% Earning Assets to Interest-Bearing Liabilities 121.19% 123.37% Capital Ratios: Leverage (1) 7.53% 7.87% Tier 1 Risk Based Capital (1) 9.33% 9.29% Total Risk Based Capital (1) 11.13% 11.47% Risk Weighted Assets $ 1,927,955 $ 1,807,523 Book Value Per Share $ 10.47 $ 10.38 Total Shares Outstanding 13,310,362 13,109,887
Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp, Bay Area Bancshares, Bay Commercial Services and Mt. Diablo Bancshares on a pooling-of-interests basis. Greater Bay Bancorp Announces First Quarter Earnings Financial Tables Page 5 GREATER BAY BANCORP MARCH 31, 2000 - FINANCIAL SUMMARY ($ in 000's, except share and per share data) SELECTED QUARTERLY CONSOLIDATED OPERATING DATA:
First Fourth Third Quarter Quarter Quarter 2000 1999 1999 -------- -------- -------- Interest Income $ 61,230 $ 55,568 $ 49,426 Interest Expense 24,852 22,513 19,830 -------- -------- -------- Net Interest Income Before Provision for Loan Losses 36,378 33,055 29,596 Provision for Loan Losses 5,227 6,232 3,752 -------- -------- -------- Net Interest Income After Provision for Loan Losses 31,151 26,823 25,844 Other Income: Trust Fees 924 774 768 Depositor Service Fees 811 916 791 ATM Fees 425 474 620 Loan and International Banking Fees 991 862 871 Gain on Sale of SBA Loans 108 85 272 Gain/(loss) on Investments (1) (23) 4 Other Income (1) 2,827 3,949 1,836 -------- -------- -------- 6,085 7,037 5,162 Nonrecurring - Warrant Income (5) 8,609 14,278 -- -------- -------- -------- Other Income 14,694 21,315 5,162 Operating Expenses: Compensation and Benefits 10,979 10,745 9,482 Occupancy and Equipment 3,917 3,449 2,978 Professional Services & Legal 806 481 756 Client Services 500 474 323 FDIC Insurance and Assessments 202 179 167 Other Real Estate, Net 10 (53) 30 Other Expenses 2,921 3,112 3,244 -------- -------- -------- 19,335 18,387 16,980 Nonrecurring Expenses (2) (5) -- 11,837 -- -------- -------- -------- Total Operating Expenses 19,335 30,224 16,980 -------- -------- -------- Income Before Income Taxes, Merger and Other Related Nonrecurring Costs and Extraordinary Items 26,510 17,914 14,026 Income Taxes: Income Tax Expense 7,058 5,660 5,242 Nonrecurring Income Tax Expense (5) 3,590 (2,046) -- -------- -------- -------- Total Income Tax Expense 10,648 3,614 5,242 Income Before Merger and Other Related Nonrecurring Costs and Extraordinary Items 15,862 14,300 8,784 Merger and Other Related Nonrecurring Costs, net of tax (5) 2,389 3,995 -- -------- -------- -------- Net Income Before Extraordinary Items 13,473 10,305 8,784 Extraordinary Items, net of tax (3) -- -- -- -------- -------- -------- Net Income $ 13,473 $ 10,305 $ 8,784 ======== ======== ======== Second First Quarter Quarter 1999 1999 -------- -------- Interest Income $ 45,155 $ 40,149 Interest Expense 18,283 15,929 -------- -------- Net Interest Income Before Provision for Loan Losses 26,872 24,220 Provision for Loan Losses 1,917 1,163 -------- -------- Net Interest Income After Provision for Loan Losses 24,955 23,057 Other Income: Trust Fees 727 721 Depositor Service Fees 660 712 ATM Fees 501 515 Loan and International Banking Fees 651 449 Gain on Sale of SBA Loans 351 302 Gain/(loss) on Investments -- -- Other Income (1) 591 419 -------- -------- 3,481 3,118 Nonrecurring - Warrant Income (5) 226 4 -------- -------- Other Income 3,707 3,122 Operating Expenses: Compensation and Benefits 9,129 8,714 Occupancy and Equipment 2,750 3,026 Professional Services & Legal 601 580 Client Services 138 439 FDIC Insurance and Assessments 128 117 Other Real Estate, Net 15 21 Other Expenses 3,403 2,537 -------- -------- 16,164 15,434 Nonrecurring Expenses (2) (5) 323 -- -------- -------- Total Operating Expenses 16,487 15,434 -------- -------- Income Before Income Taxes, Merger and Other Related Nonrecurring Costs and Extraordinary Items 12,175 10,745 Income Taxes: Income Tax Expense 4,883 4,181 Nonrecurring Income Tax Expense (5) (173) -- -------- -------- Total Income Tax Expense 4,710 4,181 Income Before Merger and Other Related Nonrecurring Costs and Extraordinary Items 7,465 6,564 Merger and Other Related Nonrecurring Costs, net of tax (5) 2,492 -- -------- -------- Net Income Before Extraordinary Items 4,973 6,564 Extraordinary Items, net of tax (3) -- (88) -------- -------- Net Income $ 4,973 $ 6,476 ======== ======== SELECTED QUARTERLY CONSOLIDATED OPERATING RATIOS: First Fourth Third Quarter Quarter Quarter 2000 1999 1999 -------------- -------------- ------------- Income Per Share (Before Nonrecurring, Merger and Extraordinary Items) (5) Basic $ 0.77 $ 0.73 $ 0.66 Diluted $ 0.73 $ 0.68 $ 0.62 Income Per Share (Before Merger and Extraordinary Items) Basic $ 1.13 $ 1.06 $ 0.66 Diluted $ 1.07 $ 0.99 $ 0.62 Net Income Per Share Basic $ 0.96 $ 0.77 $ 0.66 Diluted $ 0.91 $ 0.72 $ 0.62 Weighted Average Common Shares Outstanding 14,031,000 13,459,000 13,394,000 Weighted Average Common & Common Equivalent Shares Outstanding 14,763,000 14,400,000 14,190,000 Return on Period Average Assets, annualized (4) 1.43% 1.38% 1.38% Return on Period Average Equity, annualized (4) 23.75% 25.77% 24.19% Net Interest Margin - Average Earning Assets 5.17% 5.01% 5.00% Operating Expense Ratio (Before Nonrecurring, Merger and Extraordinary Items) 2.55% 2.60% 2.66% Efficiency Ratio (Before Nonrecurring, Merger and Extraordinary Items) 45.53% 45.86% 48.85% Second First Quarter Quarter 1999 1999 ----------- ----------- SELECTED QUARTERLY CONSOLIDATED OPERATING RATIOS: Income Per Share (Before Nonrecurring, Merger and Extraordinary Items) (5) Basic $ 0.56 $ 0.50 Diluted $ 0.53 $ 0.47 Income Per Share (Before Merger and Extraordinary Items) Basic $ 0.56 $ 0.50 Diluted $ 0.53 $ 0.47 Net Income Per Share Basic $ 0.38 $ 0.50 Diluted $ 0.35 $ 0.46 Weighted Average Common Shares Outstanding 13,231,000 13,053,000 Weighted Average Common & Common Equivalent Shares Outstanding 14,070,000 13,973,000 Return on Period Average Assets, annualized (4) 1.24% 1.25% Return on Period Average Equity, annualized (4) 20.93% 20.04% Net Interest Margin - Average Earning Assets 4.86% 5.00% Operating Expense Ratio (Before Nonrecurring, Merger and Extraordinary Items) 2.71% 2.93% Efficiency Ratio (Before Nonrecurring, Merger and Extraordinary Items) 53.25% 56.46%
(1) Q1 2000, Q4 and Q3 of 1999 include a $2.1 million, $3.1 million, and $900,000 gain on an equity investment, respectively. (2) Q4 and Q2 of 1999 Nonrecurring Expenses are comprised of $7.4 million and $323,000 in donations to the GBB Foundation, respectively. (3) Includes $88,000 loss on early retirement of subordinated debt. (4) Before Nonrecurring, Merger and Extraordinary Items of $2.6 million, net of tax, in Q1 2000; $492,000, net of tax, in Q4 1999; $2.5 million, net of tax, in Q2 1999; $88,000, net of tax, in Q1 1999. (5) Components of Nonrecurring, Merger and Extraordinary Items. Net Income excluding these items is $10,843 for Q1 2000, $9,813 for Q4 1999; $8,784 for Q3 1999; $7,389 for Q2 1999 and $6,560 for Q1 1999. Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp, Bay Area Bancshares, Bay Commercial Services and Mt. Diablo Bancshares on a pooling-of-interests basis. -----END PRIVACY-ENHANCED MESSAGE-----