-----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, Wtc0wcBy/hgSdAUXGQjJjkCBLXz4Z76L8nt9YndTOk01SoS0pBUbZltbQXhdZypU L0XSebrCLTwDvScoFIdXbQ== 0001012870-01-000173.txt : 20010123 0001012870-01-000173.hdr.sgml : 20010123 ACCESSION NUMBER: 0001012870-01-000173 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010117 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010119 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: 1511680 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 0001.txt CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) 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): January 17, 2001 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. On January 17, 2001, Greater Bay Bancorp (the "Registrant") issued a press release announcing its fourth quarter and year end results for 2000. The title and paragraphs one through twelve, fourteen, fifteen, sixteen, and nineteen through twenty-four of the press release, which appear as part of Exhibit 99.1, are filed and incorporated herein by reference. Item 7. Financial Statements and Exhibits. Exhibits - -------- 99.1 Press Release dated January 17, 2001 re fourth quarter and year end 2000 results Item 9. Regulation FD Disclosure Paragraphs thirteen, seventeen and eighteen of the press release appearing in Exhibit 99.1 are not filed but are furnished pursuant to Regulation FD. 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: January 19, 2001 By: /s/ Linda M. Iannone ---------------------- Linda M. Iannone Senior Vice President and General Counsel 3 Exhibit Index ------------- 99.1 Press Release dated January 17, 2001 re fourth quarter and year end 2000 results 4 EX-99.1 2 0002.txt PRESS RELEASE DATED JANUARY 17, 2001 EXHIBIT 99.1 Press Release dated January 17, 2001 For Information Contact - ----------------------- At Greater Bay Bancorp: At Financial Relations Board: David L. Kalkbrenner Christina Carrabino (general information) President and CEO James Hoyne (analyst contact) (650) 614-5767 Dawn Swidorski (financial media) Steven C. Smith (415) 986-1591 EVP, CAO and CFO (650) 813-8222 FOR IMMEDIATE RELEASE GREATER BAY BANCORP REPORTS OVER 50% INCREASE IN YEAR END AND FOURTH QUARTER 2000 CORE OPERATING RESULTS -Company Exceeds $5.0 Billion in Assets- PALO ALTO, CA, January 17, 2001 -- Greater Bay Bancorp (Nasdaq: GBBK), a $5.1 billion in assets financial services holding company, today announced record results for the fourth quarter and year ended December 31, 2000. Greater Bay Bancorp's core earnings, which is its net income, excluding nonrecurring warrant income and merger related expenses, for the fourth quarter of 2000 increased 53% to $21.0 million, or $0.47 per diluted share, compared to $13.7 million, or $0.33 per diluted share, in the fourth quarter of 1999. Income, including nonrecurring warrant income and excluding nonrecurring merger related expenses, increased to $21.5 million, or $0.48 per diluted share, for the fourth quarter of 2000, compared to $18.2 million, or $0.43 per diluted share, in the fourth quarter of 1999. For the fourth quarter of 2000, net income increased to $18.0 million, or $0.41 per diluted share, compared to net income of $14.2 million, or $0.34 per diluted share for the fourth quarter of 1999. Net income for the fourth quarter of 2000 included $870,000 in pre-tax nonrecurring warrant income and $4.6 million in merger related expenses compared to $14.3 million of pre-tax nonrecurring warrant income and $6.4 million in nonrecurring merger related expenses, for the fourth quarter of 1999. Based on its core earnings for the fourth quarter of 2000, Greater Bay Bancorp's return on average equity was 26.38%, its return on average assets was 1.74% and its efficiency ratio was 45.52%, while the fourth quarter of 1999 core earnings resulted in a return on average equity of 23.65%, return on average assets of 1.45% and an efficiency ratio of 50.37%. Greater Bay Bancorp's core earnings, which is its net income, excluding nonrecurring warrant income and merger related expenses, for the year ended December 31, 2000 also increased 53% to $70.7 million, or $1.62 per diluted share, compared to $46.2 million, or $1.15 per diluted share, for the year ended December 31, 1999. Income, including nonrecurring warrant income and excluding nonrecurring merger related expenses, increased to $78.2 million, or $1.80 per diluted share, for the year ended December 31, 2000, compared to $50.8 million, or $1.26 per diluted share, for the year ended December 31, 1999. For the year ended December 31, 2000, net income increased to $58.5 million, or $1.35 per diluted share, compared to net income of $44.2 million, or $1.10 per diluted share, for the year ended December 31, 1999. Net income for the year ended December 31, 2000 included $13.0 million in pre-tax nonrecurring warrant income and $30.1 million in merger related expenses compared to $14.5 million of pre-tax nonrecurring warrant income and $10.3 million of nonrecurring merger related expenses for the year ended December 31, 1999. Based on its core earnings for the year ended December 31, 2000, Greater Bay Bancorp's return on average equity was 24.08%, its return on average assets was 1.61% and its efficiency ratio was 46.36%, while for the year ended December 31 1999, Greater Bay Bancorp's core earnings resulted in a return on average equity of 21.08%, return on average assets of 1.39% and an efficiency ratio of 54.45%. Non-interest income, excluding warrant income, continues to grow, reflecting Greater Bay Bancorp's efforts to further diversify and expand its revenue stream. For the fourth quarter of 2000, the Company's trust fees, depositor services fees, gain on sale of SBA loans, and loan and international banking fees were $5.9 million, up 37% from $4.3 million in the fourth quarter of 1999. At December 31, 2000, Greater Bay Bancorp's total assets were $5.1 billion, an increase of 37% or $1.4 billion from December 31, 1999. Total loans grew to $3.6 billion, an increase of 46% or $1.1 billion (34% excluding the Matsco acquisition which resulted in the purchase accounting acquisition of $291 million in loans) from December 31, 1999, while total deposits increased to $4.2 billion, an increase of 28% or $902 million from December 31, 1999. "Once again, our company had an outstanding year with a record 53% increase in core earnings combined with quality asset growth in excess of 37%. Our Super Community Banking Strategy, with its strong emphasis on our relationship banking model, continues to be successful, as our operating results prove clients like to do business in their local communities served by people they know and trust," said David Kalkbrenner, president and chief executive officer of Greater Bay Bancorp. Mr. Kalkbrenner added, "Greater Bay Bancorp continues to have record core operating performance, with fourth quarter core EPS of $0.47 per diluted share, the 16th consecutive quarter of earnings per share increases, and return on - ------------------------------------------------------------- average equity in the fourth quarter in excess of 26%, the 13th consecutive ---------------- quarter where shareholders' return on average equity exceeded 20%." - ------------------------------------------------------------------ Mr. Kalkbrenner continued, "With the slowdown in the economy, the 50 basis point rate decrease by the Federal Reserve should be a stimulus to keep the economy growing. We believe this initial rate decrease will not have a significant impact on our net interest margin or net income for 2001, as we are continuing to experience good quality new business volume." Greater Bay Bancorp's allowance for loan losses increased to 2.32% of total loans at December 31, 2000, compared to 2.18% at September 30, 2000 and 1.94% at December 31, 1999, while its ratio of non-performing assets to total assets was 0.26% at December 31, 2000, compared to 0.36% at September 30, 2000 and 0.19% at December 31, 1999. The allowance for loan losses was 635.70% of total non- performing assets at December 31, 2000, compared to 413.94% at September 30, 2000 and 690.23% at December 31, 1999. The capital ratios of Greater Bay Bancorp and each of its subsidiary banks continue to be above the well-capitalized guidelines established by the bank regulatory agencies. Mr. Kalkbrenner commented, "Our ability to continue to support internal growth while integrating four bank mergers during 2000 is a tribute to our high quality people and their commitment to "deliver" for our clients and shareholders. During the fourth quarter, we successfully integrated and converted the Bank of Santa Clara and the Bank of Petaluma to Greater Bay systems. The acquisition of The Matsco Companies, which is headquartered in Emeryville, California and specializes in financial services for the dental and veterinary markets, closed in November 2000 and we expect to fully integrate it during February 2001." Looking Forward - 2001 Performance Goals Looking toward 2001, Mr. Kalkbrenner stated, "Based on our current analysis of business conditions in the San Francisco Bay Area and our opportunities to expand current and prospective client relationships, we remain optimistic about our prospects for 2001. During periods of economic uncertainty, well- disciplined community banks in local markets always have opportunities to attract excellent new business relationships from bigger banks who make decisions not to serve certain market segments. We recognize that credit --- quality may fluctuate during periods of economic uncertainty, but we are positioned with a strong balance sheet and a client relationship focus that has proven successful and which we believe will continue to be successful." The following 2001 performance guidance, which was previously disclosed in a press release dated November 27, 2000, remains unchanged based on expectations of a soft "landing" in the Bay Area economy: . Loan growth in the 20%-25% range . Deposit growth 15% . Revenue growth of 22%-27% . Return on equity greater than 20% . Return on average assets greater than 1.4% . Efficiency ratio less than 48% . Earnings per share growth of 17%-25% Greater Bay Bancorp through its ten subsidiary banks, Bank of Petaluma, Bank of Santa Clara, Bay Area Bank, Bay Bank of Commerce, Coast Commercial Bank, 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, the East Bay Region, the North Bay Region and the Central Coastal Region. Greater Bay Bancorp's fourth quarter earnings conference call is scheduled for January 17, 2001 at 8:00 am PST. Investors have the opportunity to listen to the conference call live on the Internet at http://www.vcall.com. Investors should -------------------- go to the Vcall web site 15 minutes prior to the start of the call to register. It may be necessary to download audio software to hear the conference call. To do so investors should click on the Real Player icon and follow directions from there. A replay of the conference call will be available through Vcall for 30 days. A replay of the conference call will also be available for seven days by calling (703) 925-2435 or (888) 266-2086, code 4885141. Greater Bay Bancorp's corporate press releases are available on the Company's Web site at http://www.gbbk.com. ------------------- Safe Harbor Certain matters discussed in this press release constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements relate to the Company's current expectations regarding future operating results, growth in loans, deposits and assets, continued success of its Super Community Banking strategy and the strength of the local economy. These forward looking statements are subject to certain risks and uncertainties that could cause the actual results, performance or achievements to differ materially from those expressed, suggested or implied by the forward looking statements. These risks and uncertainties include, but are not limited to: (1) the impact of changes in interest rates, a decline in economic conditions at the international, national and local levels and increased competition among financial service providers on the Company's results of operations, the Company's ability to continue its internal growth at historical rates, the Company's ability to maintain its net interest spread, and the quality of the Company's earning assets; (2) government regulation; (3) the ability to successfully integrate recently completed mergers and acquisitions; (4) the risks relating to the Company's warrant positions set forth in the paragraph below; and (5) the other risks set forth in the Company`s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 1999. 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. 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 - GREATER BAY BANCORP DECEMBER 31, 2000 - FINANCIAL SUMMARY ($ in 000's, except share and per share data) SELECTED CONSOLIDATED FINANCIAL CONDITION DATA:
Dec 31 Sept 30 Jun 30 Mar 31 Dec 31 2000 2000 2000 2000 1999 ----------- ----------- ----------- ----------- ----------- Cash and Due From Banks ................................... $ 270,774 $ 243,207 $ 232,371 $ 182,642 $ 147,222 Investments ............................................... 1,100,333 1,085,257 1,110,239 1,187,241 999,623 Loans: Commercial ......................................... 1,562,712 1,250,056 1,130,322 1,042,686 926,075 Term Real Estate - Commercial ...................... 967,428 890,127 869,226 834,146 764,034 ----------- ----------- ----------- ----------- ----------- Total Commercial ................................. 2,530,140 2,140,183 1,999,548 1,876,832 1,690,109 Construction ....................................... 691,912 581,956 516,998 494,099 479,163 Real Estate - Other ................................ 176,568 174,997 127,571 126,363 140,852 Consumer and Other ................................. 216,459 206,632 209,019 172,571 167,257 Deferred Loan Fees, Net ............................ (13,657) (13,440) (13,829) (13,066) (12,911) ----------- ----------- ----------- ----------- ----------- Total Loans ...................................... 3,601,422 3,090,328 2,839,307 2,656,799 2,464,470 Allowance for Loan Losses ....................... (84,014) (67,637) (58,578) (52,852) (48,047) ----------- ----------- ----------- ----------- ----------- Total Loans, Net ................................... 3,517,408 3,022,691 2,780,729 2,603,947 2,416,423 Other Assets .............................................. 241,863 196,914 195,746 194,001 173,461 Total Assets .............................................. $ 5,130,378 $ 4,548,069 $ 4,319,085 $ 4,167,831 $ 3,736,729 ========== ========== =========== =========== =========== Deposits: Demand, Non-Interest Bearing ....................... $ 1,003,828 $ 899,496 $ 851,590 $ 847,815 $ 727,613 NOW, MMDA and Savings ............................. 2,082,708 2,132,184 2,032,360 2,070,090 1,838,868 Time Certificates, $100,000 and over ............... 784,118 737,533 675,031 589,072 534,662 Other Time Certificates ............................ 294,407 156,125 157,554 145,221 161,745 ----------- ----------- ----------- ----------- ----------- Total Deposits ................................... 4,165,061 3,925,338 3,716,535 3,652,198 3,262,888 ----------- ----------- ----------- ----------- ----------- Other Borrowings .......................................... 431,228 135,313 156,037 116,092 117,0 Other Liabilities ......................................... 112,224 87,702 60,368 61,598 54,894 Total Liabilities ................................ 4,708,513 4,148,353 3,932,940 3,829,888 3,434,834 ----------- ----------- ----------- ----------- ----------- Trust Preferred Securities ................................ 99,500 99,500 99,500 58,500 49,000 Stockholders' Equity ...................................... 322,365 300,216 286,645 279,443 252,895 ----------- ----------- ----------- ----------- ----------- Total Liabilities and Shareholders' Equity ................ $ 5,130,378 $ 4,548,069 $ 4,319,085 $ 4,167,831 $ 3,736,729 =========== =========== =========== =========== =========== Average Quarterly Total Loans, excluding Nonaccrual ....... $ 3,326,505 $ 2,962,402 $ 2,826,612 $ 2,553,083 $ 2,326,382 Average Quarterly Investments ............................. $ 1,095,752 $ 1,225,598 $ 1,154,824 $ 1,138,163 $ 1,091,046 Average Quarterly Interest Earning Assets ................. $ 4,422,257 $ 4,188,000 $ 3,981,436 $ 3,691,246 $ 3,417,428 Average Quarterly Interest Bearing Liabilities ............ $ 3,334,513 $ 3,044,342 $ 2,972,538 $ 2,819,566 $ 2,699,848 Average Quarterly Assets .................................. $ 4,783,445 $ 4,532,392 $ 4,213,203 $ 3,979,375 $ 3,752,978 Average Quarterly Equity .................................. $ 316,331 $ 301,644 $ 284,653 $ 269,530 $ 230,644 Total Regulatory Capital Tier I or Leverage Capital ......................... $ 417,847 $ 412,724 $ 385,854 $ 346,472 $ 302,073 Total Capital ...................................... $ 475,891 $ 462,807 $ 447,301 $ 390,554 $ 343,091 Nonperforming Assets Nonaccrual Loans ................................... $ 12,493 $ 14,884 $ 8,779 $ 6,327 $ 5,744 Loans 90 Days Past Due & Accruing (1) .............. 723 641 712 41 139 Restructured Loans ................................. -- 420 420 743 807 OREO ............................................... -- 395 229 271 271 ----------- ----------- ----------- ----------- ----------- Total Nonperforming Assets ................................ $ 13,216 $ 16,340 $ 10,140 $ 7,382 $ 6,961 =========== =========== =========== =========== =========== Greater Bay Trust Company Assets .......................... $ 773,791 $ 838,659 $ 795,042 $ 751,677 $ 697,435
SELECTED QUARTERLY CONSOLIDATED FINANCIAL CONDITION RATIOS:
Dec 31 Sept 30 Jun 30 Mar 31 Dec 31 2000 2000 2000 2000 2000 ----------- ----------- ----------- ----------- ----------- Loan to Deposit Ratio (including $291 million Matsco loans accounted for as a Purchase) ................ 86.47% 78.73% 76.40% 72.75% 75.53% Loan to Deposit Ratio (excluding Matsco loans)............ 79.47% 78.73% 76.40% 72.75% 75.53% Ratio of Allowance for Loan Losses to: Total Loans ....................................... 2.32% 2.18% 2.05% 1.98% 1.94% Total Nonperforming Assets ........................ 635.70% 413.94% 577.69% 715.96% 690.23% Total Nonperforming Assets to Total Assets ................ 0.26% 0.36% 0.23% 0.18% 0.19% Ratio of Quarterly Net Charge-offs to Average Loans, annualized ............................................... 0.31% 0.37% 0.58% 0.26% 0.22% Ratio of YTD Net Charge-offs to YTD Average Loans, annualized ............................................... 0.38% 0.41% 0.44% 0.26% 0.09% Internal Loan Growth, Annualized (including $291 million Matsco loans accounted for as a Purchase) ................ 65.79% 35.17% 27.63 31.39% 36.87% Internal Loan Growth, Annualized (excluding Matsco loans) . 28.28% 35.17% 27.63 31.39% 36.87% Recurring Revenue Growth, Annualized (including $291 million Matsco loans accounted for as a Purchase) ... 32.62% 20.97% 38.33% 19.14% 54.51% Recurring Revenue Growth, Annualized (excluding Matsco loans) ................................................... 22.67% 20.97% 38.33% 19.14% 54.51% Average Earning Assets to Average Total Assets ............ 92.45% 92.40% 94.50% 92.76% 91.06% Average Earning Assets to Average Interest-Bearing Liabilities .............................................. 132.62% 137.57% 133.94% 130.92% 126.58% Capital Ratios: Leverage .......................................... 8.77% 9.11% 9.16% 8.71% 8.05% Tier 1 Risk Based Capital ......................... 9.40% 10.83% 10.87% 10.30% 9.75% Total Risk Based Capital .......................... 10.70% 12.14% 12.61% 11.62% 11.07% Risk Weighted Assets ...................................... $ 4,446,088 $ 3,812,504 $3,548,503 $ 3,362,293 $ 3,098,774 Book Value Per Share (2) .................................. $ 7.69 $ 7.21 $ 6.94 $ 6.80 $ 6.38 Total Shares Outstanding (2) .............................. 41,929,173 41,648,016 41,284,372 41,121,745 39,635,048
(1) Subsequent to year-end a loan totaling aprroximately $500,000 was paid current. In addition, three loans totaling $3.7 million were paid off in January 2001 and not included in the above totals. (2) Prior periods have been restated for the 2 for 1 stock split effective October 4, 2000. Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp, Mt. Diablo Bancshares, Coast Bancorp., Bank of Santa Clara and Bank of Petaluma on a pooling-of-interests basis. GREATER BAY BANCORP DECEMBER 31, 2000 - FINANCIAL SUMMARY ($ in 000's, except share and per share data) SELECTED QUARTERLY CONSOLIDATED OPERATING DATA:
Fourth Third Second First Fourth Quarter Quarter Quarter Quarter Quarter 2000 2000 2000 2000 1999 --------- --------- --------- --------- --------- Interest Income ....................................... $104,376 $ 96,612 $ 87,538 $ 79,837 $ 73,124 Interest Expense (6) .................................. 38,898 36,852 31,017 29,633 26,412 --------- --------- --------- --------- --------- Net Interest Income Before Provision for Loan Losses ................................... 65,478 59,760 56,521 50,204 46,712 Provision for Loan Losses ............................. 6,316 7,844 8,312 5,624 6,383 --------- --------- --------- --------- --------- Net Interest Income After Provision for Loan Losses ................................... 59,162 51,916 48,209 44,580 40,329 Other Income: Trust Fees ............................................ 954 822 827 847 774 Depositor Service Fees ................................ 2,034 2,219 2,194 2,147 1,426 ATM Fees .............................................. 748 817 676 650 581 Loan and International Banking Fees ................... 2,562 2,497 1,927 1,176 1,959 Gain on Sale of SBA Loans ............................. 312 429 753 696 143 Gain/(loss) on Investments ............................ 21 3 58 (1) (37) Other Income (1) ...................................... 1,289 1,288 1,482 3,112 4,601 --------- --------- --------- --------- --------- 7,920 8,075 7,917 8,627 9,447 Nonrecurring - Warrant Income (4) ..................... 870 2,767 740 8,609 14,278 --------- --------- --------- --------- --------- Other Income ........................................ 8,790 10,842 8,657 17,236 23,725 Operating Expenses: Compensation and Benefits ............................. 17,449 15,792 15,258 15,825 15,383 Occupancy and Equipment ............................... 5,711 5,575 5,117 5,285 4,628 Professional Services & Legal ......................... 1,083 1,312 1,199 1,110 594 Client Services ....................................... 563 477 496 545 489 FDIC Insurance and Assessments ........................ 356 379 251 250 113 Other Real Estate, Net ................................ 5 -- 41 10 (53) Other Expenses (6) .................................... 8,241 6,980 7,092 6,210 7,135 --------- --------- --------- --------- --------- Total Operating Expenses ............................ 33,408 30,515 29,454 29,235 40,126 --------- --------- --------- --------- --------- Income Before Income Taxes, Merger and Other Related Nonrecurring Costs ............................ 34,544 32,243 27,412 32,581 23,928 Income Taxes: Income Tax Expense .................................... 12,695 11,173 9,953 9,306 7,739 Nonrecurring Income Tax Expense (4) ................... 366 1,164 290 3,590 (2,046) --------- --------- --------- --------- --------- Total Income Tax Expense ............................ 13,061 12,337 10,243 12,896 5,693 Income Before Merger and Other Related Nonrecurring Costs ................................................ 21,483 19,906 17,169 19,685 18,235 Merger and Other Related Nonrecurring Costs, net of tax (4) ........................................... 3,533 7,037 6,744 2,389 3,995 --------- --------- --------- --------- --------- Net Income .................................... $ 17,950 $ 12,869 $ 10,425 $ 17,296 $ 14,240 ========= ========= ========= ========= ========= SELECTED QUARTERLY CONSOLIDATED OPERATING RATIOS: Fourth Third Second First Fourth Quarter Quarter Quarter Quarter Quarter 2000 2000 2000 2000 1999 Income Per Share (Before Nonrecurring and Merger Items) (4), (5) Basic ......................................... $0.50 $0.44 $0.41 $0.37 $0.35 Diluted ....................................... $0.47 $0.42 $0.39 $0.35 $0.33 Income Per Share (Before Merger Items) (5) Basic ......................................... $0.51 $0.48 $0.42 $0.49 $0.46 Diluted ....................................... $0.48 $0.46 $0.40 $0.47 $0.43 Net Income Per Share (5) Basic ......................................... $0.43 $0.31 $0.25 $0.43 $0.36 Diluted ....................................... $0.41 $0.29 $0.24 $0.42 $0.34 Weighted Average Common Shares Outstanding (5) ........ 41,817,000 41,448,000 41,207,000 39,784,000 39,612,000 Weighted Average Common and Common Equivalent Shares Outstanding (5) ............................... 44,319,000 43,676,000 42,913,000 41,632,000 41,964,000 Return on Period Average Assets, annualized (3) ....... 1.74% 1.61% 1.60% 1.48% 1.45% Return on Period Average Equity, annualized (3) ....... 26.38% 24.14% 23.62% 21.88% 23.65% Net Interest Margin - Average Earning Assets (6) ...... 5.89% 5.68% 5.71% 5.47% 5.42% Operating Expense Ratio (Before Nonrecurring and Merger Items) (6) .................................... 2.78% 2.68% 2.81% 2.95% 2.99% Efficiency Ratio (Before Nonrecurring and Merger Items, including $291 million Matsco loans accounted for as a Purchase) (6) ............................... 45.52% 44.98% 45.71% 49.69% 50.37% Efficiency Ratio (Before Nonrecurring and Merger Items, excluding Matsco loans) (6) .......................... 43.85% 44.98% 45.71% 49.69% 50.37%
(1) Q1 2000 and Q4 1999 include a $2.1 million and $3.1 million gain on an equity investment, respectively. (2) Q4 of 1999 Nonrecurring Expenses are comprised of $7.4 million in donations to the GBB Foundation. (3) Before Nonrecurring and Merger Items of $3.0 million, net of tax, in Q4 2000; $5.4 million, net of tax, in Q3 2000; $6.3 million, net of tax, in Q2 2000; $2.6 million, net of tax, in Q1 2000 and $492,000, net of tax, in Q4 1999. (4) Components of Nonrecurring and Merger Items. Net Income excluding these items is $20,979 for Q4 2000, $18,303 for Q3 2000, $16,719 for Q2 2000, $14,666 for Q1 2000 and $13,748 for Q4 1999. (5) Prior periods have been restated for the 2 for 1 stock split effective October 4, 2000. (6) The expense for dividends paid on Trust Preferred Securities is included in operating expenses for all periods presented. In prior press releases, this expense was classified as interest expense. Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp, Mt. Diablo Bancshares, Coast Bancorp., Bank of Santa Clara and Bank of Petaluma on a pooling-of-interests basis. [.EX99_1] GREATER BAY BANCORP December 31, 2000 - FINANCIAL SUMMARY ($ in 000's, except share and per share data)
- ------------------------------------------------------------------------------------------------------------------------------------ SELECTED YEAR TO DATE CONSOLIDATED OPERATING DATA: Dec 31, 2000 Dec 31, 1999 -------------------- --------------------- Interest Income $ 368,363 $ 255,377 Interest Expense (6) 136,400 90,817 -------------------- --------------------- Net Interest Income Before Provision for Loan Losses 231,963 164,560 Provision for Loan Losses 28,096 14,039 -------------------- --------------------- Net Interest Income After Provision for Loan Losses 203,867 150,521 Other Income (1) 32,539 28,471 Nonrecurring - Warrant Income 12,986 14,508 -------------------- --------------------- Total Other Income 45,525 42,979 Operating Expenses (6) 122,612 105,114 Other Expenses - nonrecurring (2) - 12,160 -------------------- --------------------- Total Operating Expenses 122,612 117,274 -------------------- --------------------- Net Income Before Income Taxes, Merger and Other Related Nonrecurring Costs and Extraordinary Items 126,780 76,226 Income Tax Expense 48,537 25,468 -------------------- --------------------- Net Income Before Merger and Other Related Nonrecurring Costs and Extraordinary Items 78,243 50,758 Merger and Other Related Nonrecurring Costs, net of tax 19,703 6,486 -------------------- --------------------- Net Income Before Extraordinary Items 58,540 44,272 Extraordinary Items (3) - (88) -------------------- --------------------- Net Income $ 58,540 $ 44,184 ==================== ===================== - ------------------------------------------------------------------------------------------------------------------------------------
SELECTED YEAR TO DATE CONSOLIDATED OPERATING RATIOS: Dec 31, 2000 Dec 31, 1999 -------------------- --------------------- Net Income Per Share (Before Nonrecurring, Merger and Extraordinary Items) (4), (5) Basic $ 1.71 $ 1.21 Diluted $ 1.62 $ 1.15 Net Income Per Share (Before Merger and Extraordinary Items) (5) Basic $ 1.90 $ 1.33 Diluted $ 1.80 $ 1.26 Net Income Per Share (5) Basic $ 1.42 $ 1.16 Diluted $ 1.35 $ 1.10 Weighted Average Common Shares Outstanding (5) 41,229,000 38,245,000 Weighted Average Common & Common Equivalent Shares Outstanding (5) 43,505,000 40,304,000 Return on Average Assets, annualized (4) 1.61% 1.39% Return on Average Equity, annualized (4) 24.08% 21.08% Net Interest Margin - Average Earning Assets (6) 5.72% 5.39% Operating Expense Ratio (Before Nonrecurring and Extraordinary Items) (6) 2.80% 3.17% Efficiency Ratio (Before Nonrecurring, Merger and Extraordinary Items, including $291 million Matsco loans accounted for as a Purchase) (6) 46.36% 54.45% Efficiency Ratio (Before Nonrecurring, Merger and Extraordinary Items, excluding Matsco loans) (6) 46.19% 54.45% - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
(1) 2000 and 1999 include a $2.1 million and $3.1 million gain on an equity investment respectively. (2) 1999 nonrecurring expenses are comprised of a $7.8 million donation to the GBB Foundation. (3) 1999 includes $88,000 loss on early retirement of subordinated debt. (4) Before Merger and Other Related Nonrecurring Costs and Extraordinary Items of $19.7 million, net of tax in 2000 and $6.5 million, net of tax, in 1999. (5) Prior periods have been restated for the 2 for 1 stock split effective October 4, 2000. (6) The expense for dividends paid on Trust Preferred Securities is included in operating expenses for all periods presented. In prior press releases, this expense was classified as interest expense. Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp, Mt. Diablo Bancshares, Coast Bancorp., Bank of Santa Clara and Bank of Petaluma on a pooling-of-interests basis. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----