-----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, Wj2HlCxDVwcVMscyDL/sSI7TeZEmwQzM0FFzBG4JPqMDJCPn4She4E0GTEKuaoU+ QBWx7RXkZzI6Azt9NrZc/g== 0001012870-02-000150.txt : 20020413 0001012870-02-000150.hdr.sgml : 20020413 ACCESSION NUMBER: 0001012870-02-000150 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020116 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020116 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: 1934 Act SEC FILE NUMBER: 000-25034 FILM NUMBER: 2510764 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 d8k.txt 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): January 16, 2002 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 16, 2002, the Registrant issued a press release announcing its fourth quarter and year end 2001 results. The title and paragraphs 1 through 11 and 17 through 21 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 16, 2002 re fourth quarter and year end 2001 results Item 9. Regulation FD Disclosure Paragraphs 12 through 16 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 16, 2002 By: /s/ Linda M. Iannone -------------------- Linda M. Iannone Senior Vice President and General Counsel 3 Exhibit Index ------------- 99.1 Press Release dated January 16, 2002 re fourth quarter and year end 2001 results EX-99.1 3 dex991.txt PRESS RELEASE DATED JANUARY 16, 2002 EXHIBIT 99.1 Press Release dated January 16, 2002 For Information Contact - ----------------------- At Greater Bay Bancorp: At FRB/Weber Shandwick: 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 REPORTS 19% INCREASE IN YEAR END 2001 CORE OPERATING RESULTS PALO ALTO, CA, January 16, 2002 -- Greater Bay Bancorp (Nasdaq: GBBK), a $7.9 billion in assets financial services holding company, today announced results for the fourth quarter and year ended December 31, 2001. Greater Bay Bancorp's CORE EARNINGS, net income excluding nonrecurring warrant income and merger ------------------------------------------------ related expenses, for the fourth quarter of 2001 increased to $25.1 million, or - ---------------- $0.49 per diluted share, compared to $23.9 million, or $0.47 per diluted share, in the fourth quarter of 2000. Based on CORE EARNINGS for the fourth quarter of 2001, Greater Bay Bancorp's return on average equity was 21.23%, return on average assets was 1.31% and efficiency ratio was 45.03%. The fourth quarter of 2000 core earnings resulted in a return on average equity of 25.47%, return on average assets of 1.76% and an efficiency ratio of 42.69%. For the year ended December 31, 2001, Greater Bay Bancorp's CORE EARNINGS increased 19% to $97.1 million, or $1.91 per diluted share, compared to $81.4 million, or $1.61 per diluted share, for the year ended December 31, 2000. Based on CORE EARNINGS for the year ended December 31, 2001, Greater Bay Bancorp's return on average equity was 21.61%, return on average assets was 1.44% and efficiency ratio was 44.31%. The year ended December 31, 2000 core earnings resulted in a return on average equity of 23.29%, return on average assets of 1.63% and an efficiency ratio of 43.94%. For the fourth quarter of 2001, INCOME, including nonrecurring warrant income and excluding nonrecurring merger related expenses, increased to $25.1 million, or $0.49 per diluted share, compared to $24.4 million, or $0.47 per diluted share, in the fourth quarter of 2000. For the year ended December 31, 2001, INCOME, including nonrecurring warrant income and excluding nonrecurring merger related expenses, increased to $97.4 million, or $1.91 per diluted share, compared to $89.0 million, or $1.76 per diluted share, for the year ended December 31, 2000. -more- Greater Bay Bancorp's Fourth Quarter and Year End 2001 Earnings Results January 16, 2002 Page 2 of 7 For the fourth quarter of 2001, NET INCOME was $7.5 million, or $0.15 per diluted share, compared to net income of $20.9 million, or $0.41 per diluted share, for the fourth quarter of 2000. Net income for the fourth quarter of 2001 was impacted by zero nonrecurring warrant income and $17.6 million in merger related expenses, compared to $504 thousand in nonrecurring warrant income and $3.5 million in merger related expenses for the fourth quarter of 2000. For the year ended December 31, 2001, NET INCOME increased to $79.8 million, or $1.57 per diluted share, compared to net income of $67.2 million, or $1.33 per diluted share for the year ended December 31, 2000. Net income for the year ended December 31, 2001 was impacted by $337 thousand in nonrecurring warrant income and $17.6 million in merger related expenses, compared to $7.6 million in nonrecurring warrant income and $21.9 million in merger related expenses for the year ended December 31, 2000. At December 31, 2001, Greater Bay Bancorp's total assets were $7.9 billion, an increase of 35% or $2.1 billion from December 31, 2000. Total loans grew 11% to $4.5 billion, an increase of $431.0 million from December 31, 2000, while total deposits increased to $5.0 billion, an increase of 5% or $239.7 million from December 31, 2000. Greater Bay Bancorp's allowance for loan losses was 2.77% of total loans at December 31, 2001 and 2.24% at December 31, 2000, while its ratio of non-performing assets to total assets was 0.39% at December 31, 2001, compared to 0.22% at December 31, 2000. The allowance for loan losses was 402.79% of total non-performing assets at December 31, 2001, compared to 702.37% at December 31, 2000. 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. "Greater Bay Bancorp's quality fourth quarter and year-to-date earnings, combined with our strong loan loss reserve position, low non-performing asset ratio and continued quality loan growth once again confirms that we have been able to manage effectively during this economic downturn. During the fourth quarter, we continued to review all significant areas of our credit portfolio and once again are pleased that, while there continues to be pressure on the Bay Area's real estate economy, we are not seeing systemic deterioration in our real estate portfolio. The majority of our fourth quarter charge-offs were related to our syndicated credit and venture banking loan portfolios, which we continue to monitor closely. While we continue to effectively manage the credit risk in these two portfolios, we felt it prudent to increase our loan loss provision by approximately $21.0 million ($12.0 million after tax) and allocated the majority of the increase to these business areas. Should the economy recover and the credit outlook for these businesses improve, we would adjust our allowance for loan losses to recognize the changing economic environment. Even with the increase in the loan loss provision, Greater Bay Bancorp's core net income per share of $0.49 before merger charges exceeded the First Call consensus estimate, which was $0.47 per share," stated David Kalkbrenner, President and CEO of Greater Bay Bancorp. -more- Greater Bay Bancorp's Fourth Quarter and Year End 2001 Earnings Results January 16, 2002 Page 3 of 7 Mr. Kalkbrenner noted, "During the quarter, we created a REIT which enabled us to recognize a capital loss carryback that resulted in a one-time net tax expense benefit of $11.9 million. The establishment of the REIT also generated $15 million in additional capital and provides the capacity to raise additional REIT preferred capital should our growth dictate the necessity to increase equity in the future." Mr. Kalkbrenner commented, "Based on the current economic data, it appears the majority of the interest rate declines are behind us. In the fourth quarter, our net interest margin actually increased, primarily due to the aggressive repricing of our money market and time deposit accounts combined with substantial declines in the cost of other borrowings. The decline in our funding costs was greater than we had anticipated, as we were uncertain if competitive market conditions would allow us to reduce the rates paid on deposit accounts to the current fourth quarter levels." Mr. Kalkbrenner further stated, "We completed our merger with San Jose National Bank in the fourth quarter and anticipate the systems conversion to occur early in the second quarter of 2002. We have realized the majority of the anticipated cost saves from the merger and are confident that additional revenue opportunities will materialize as they have with all past mergers. Greater Bay Bancorp's acquisition of ABD Insurance and Financial Services, Inc. which was announced in late December 2001 is on schedule and we anticipate closing in the latter part of the first quarter of 2002. We continue to be impressed with the management team of ABD and are already seeing some of the cross-referrals that we thought would occur, but which were not included in our business valuation." Forward-Looking Information Looking forward to 2002, Mr. Kalkbrenner commented, "Greater Bay's overriding performance goal is to manage our business so we will remain in the top quartile of our peer group bank competitors. While we are pleased with our ability to weather the economic turmoil to date and note the Bay Area Economic Forum's most recent forecast indicates 4% to 5% annualized growth over the next three to five years in our market areas, we will continue to focus our attention on aggressively managing our credit risk and doing business with only quality client relationships. We believe this will allow Greater Bay to once again be recognized as a top peer group performer in 2002 as defined by the mid-cap bank analysts consensus estimates." For a detailed review of Greater Bay Bancorp's 2002 performance goals, please review the Form 8-K which was filed on December 19, 2001 with the SEC. For 2002, Greater Bay Bancorp's reaffirmed guidance is as follows: . Earnings per share growth in the range of 11% to 17% . Revenue growth in the range of 9% to 15% . Net interest margin in the range of 4.55% to 4.60% . ROE in excess of 20% o ROA in the range of 1.3% to 1.4% . Loan growth in the range of approximately 10% . Deposit growth of approximately 5% to 10% -more- Greater Bay Bancorp's Fourth Quarter and Year End 2001 Earnings Results January 16, 2002 Page 4 of 7 . Non-performing assets of less than 0.50% of total assets . Net charge-offs in the range of 45 to 55 basis points of average loans Greater Bay Bancorp through its eleven 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, Peninsula Bank of Commerce and San Jose National Bank 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 Market. Investors have the opportunity to listen to the conference call live over the Internet at http://www.companyboardroom.com. Investors should go to the ------------------------------- CompanyBoardroom Web site 15 minutes prior to the start of the call, as it may be necessary to download audio software to hear the conference call. To do so, investors should click on the Windows Media Player icon at the bottom of the page and follow directions from there. A replay of the conference call will be available on the CompanyBoardroomWeb site for 30 days and via telephone through January 23, 2002 by dialing 703-925-2435, passcode 5767044. 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, net loan charge-offs, level of loan loss reserves, loan quality, 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 regulations; (3) the ability to successfully integrate pending mergers and acquisitions; (4) the risks relating to the Company's warrant positions; 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, 2000. 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- -more- GREATER BAY BANCORP DECEMBER 31, 2001 - 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 2001 2001 2001 2001 2000 -------------------------------------------------------------- Cash and Due From Banks $ 189,404 $ 236,989 $ 228,606 $ 229,167 $ 291,605 Investments 2,996,630 2,662,420 2,161,190 1,423,704 1,275,434 Loans: Commercial 1,909,056 1,888,710 1,865,769 1,845,605 1,807,117 Term Real Estate - Commercial 1,407,300 1,332,095 1,192,601 1,134,389 1,096,576 -------------------------------------------------------------- Total Commercial 3,316,356 3,220,805 3,058,370 2,979,994 2,903,693 Construction 744,127 731,619 781,018 757,974 753,936 Real Estate - Other 246,117 237,143 246,908 244,846 187,173 Consumer and Other 204,483 205,334 224,093 232,710 234,721 Deferred Loan Fees, Net (15,362) (15,117) (14,788) (14,443) (14,787) -------------------------------------------------------------- Total Loans 4,495,721 4,379,784 4,295,601 4,201,081 4,064,736 Allowance for Loan Losses (124,744) (98,178) (96,119) (93,688) (91,407) -------------------------------------------------------------- Total Loans, Net 4,370,977 4,281,606 4,199,482 4,107,393 3,973,329 Other Assets 320,043 323,944 296,220 294,131 277,787 -------------------------------------------------------------- Total Assets $ 7,877,054 $ 7,504,959 $ 6,885,498 $ 6,054,395 $ 5,818,155 ============================================================== Deposits: Demand, Non-Interest Bearing $ 953,989 $ 956,085 $ 959,065 $ 1,012,560 $ 1,133,958 NOW, MMDA and Savings 2,280,119 2,265,671 2,295,315 2,349,651 2,349,041 Time Certificates, $100,000 and over 642,073 733,077 684,612 724,170 706,535 Other Time Certificates 1,113,890 918,482 940,581 726,583 560,870 -------------------------------------------------------------- Total Deposits 4,990,071 4,873,315 4,879,573 4,812,964 4,750,404 -------------------------------------------------------------- Other Borrowings 2,095,896 1,790,383 1,365,465 604,931 463,267 Other Liabilities 94,403 142,748 98,792 114,476 119,036 -------------------------------------------------------------- Total Liabilities 7,180,370 6,806,446 6,343,830 5,532,371 5,332,707 -------------------------------------------------------------- Trust Preferred Securities 218,000 218,000 99,500 99,500 99,500 Minority Interest in REIT 15,000 - - - - Stockholders' Equity 463,684 480,513 442,168 422,524 385,948 -------------------------------------------------------------- 696,684 698,513 541,668 522,024 485,448 -------------------------------------------------------------- Total Liabilities and Shareholders' Equity $ 7,877,054 $ 7,504,959 $ 6,885,498 $ 6,054,395 $ 5,818,155 ============================================================== Average Quarterly Total Loans, excluding Nonaccrual $ 4,420,039 $ 4,318,278 $ 4,231,007 $ 4,101,904 $ 3,762,691 Average Quarterly Investments $ 2,794,646 $ 2,434,315 $ 1,787,608 $ 1,194,120 $ 1,246,515 Average Quarterly Interest Earning Assets $ 7,214,685 $ 6,752,593 $ 6,018,615 $ 5,296,024 $ 5,009,206 Average Quarterly Deposits $ 4,869,237 $ 4,895,336 $ 4,808,515 $ 4,680,972 $ 4,548,391 Average Quarterly Interest Bearing Liabilities $ 5,837,617 $ 5,474,686 $ 4,821,892 $ 4,105,171 $ 3,779,015 Average Quarterly Assets $ 7,613,853 $ 7,154,318 $ 6,436,244 $ 5,749,274 $ 5,417,507 Average Quarterly Equity $ 469,459 $ 461,930 $ 435,244 $ 405,937 $ 373,945 Total Regulatory Capital Tier I or Leverage Capital $ 607,820 $ 562,151 $ 512,260 $ 494,346 $ 477,962 Total Capital $ 740,653 $ 721,596 $ 580,779 $ 561,325 $ 542,819 Nonperforming Assets Nonaccrual Loans $ 30,970 $ 22,273 $ 8,186 $ 19,292 $ 13,014 OREO - - - 259 - -------------------------------------------------------------- Total Nonperforming Assets $ 30,970 $ 22,273 $ 8,186 $ 19,551 $ 13,014 ============================================================== Greater Bay Trust Company Assets $ 629,696 $ 672,077 $ 683,306 $ 734,910 $ 773,791 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ SELECTED QUARTERLY CONSOLIDATED FINANCIAL CONDITION RATIOS: Dec 31 Sept 30 Jun 30 Mar 31 Dec 31 2001 2001 2001 2001 2000 -------------------------------------------------------------- Loan to Deposit Ratio 90.09% 89.87% 88.03% 87.29% 85.57% Core Bank Loan to Deposit Ratio (1) 75.41% 75.60% 73.94% 74.15% 73.27% Ratio of Allowance for Loan Losses to: Average Loans 2.80% 2.26% 2.27% 2.27% 2.42% End of Period Loans 2.77% 2.23% 2.23% 2.22% 2.24% Total Nonperforming Assets 402.79% 440.79% 1174.19% 479.20% 702.37% Ratio of Provision for Loan Losses to Average Loans, annualized: 2.58% 0.77% 0.95% 0.72% 0.69% Total Nonperforming Assets to Total Assets 0.39% 0.30% 0.12% 0.32% 0.22% Ratio of Quarterly Net Charge-offs to Average Loans, annualized 0.52% 0.58% 0.72% 0.53% 0.27% Ratio of YTD Net Charge-offs to YTD Average Loans, annualized 0.59% 0.61% 0.63% 0.53% 0.33% Loan Growth, current quarter to prior year quarter 10.60% 24.28% 31.85% 37.29% 41.74% Loan Growth, current quarter to prior quarter, annualized 10.50% 7.78% 9.02% 13.60% 61.01% Loan Growth, YTD annualized 10.60% 10.36% 11.45% 13.60% 41.74% Recurring Revenue Growth, current quarter to prior year quarter 17.96% 18.97% 22.77% 29.01% 29.60% Recurring Revenue Growth, current quarter to prior quarter, annualized 25.89% 9.12% 13.83% 18.82% 29.58% Net Interest Income Growth, current quarter to prior year quarter 18.47% 18.50% 18.33% 29.57% 37.21% Net Interest Income Growth, current quarter to prior quarter, annualized 33.88% 20.27% 10.37% 4.96% 34.10% Average Earning Assets to Average Total Assets 94.76% 94.38% 93.51% 92.12% 92.46% Average Earning Assets to Average Interest-Bearing Liabilities 123.59% 123.34% 124.82% 129.01% 132.55% Capital Ratios: Leverage 8.01% 7.86% 7.96% 8.60% 8.79% Tier 1 Risk Based Capital 10.49% 10.05% 9.47% 9.40% 9.57% Total Risk Based Capital 12.79% 12.90% 10.73% 10.68% 10.87% Risk Weighted Assets $ 5,792,917 $ 5,593,341 $ 5,411,878 $ 5,258,204 $ 4,992,152 Book Value Per Share $ 9.31 $ 9.66 $ 8.92 $ 8.54 $ 7.92 Total Shares Outstanding 49,831,682 49,717,960 49,555,808 49,463,962 48,748,713
(1) Includes the eleven core banking divisions and excludes Matsco, Capco, Pacific Business Funding and Corporate Finance. Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp and San Jose National Bank on a pooling-of-interests basis. - --------------------------------------------------------------------------------
GREATER BAY BANCORP DECEMBER 31, 2001 - FINANCIAL SUMMARY ($ in 000's, except share and per share data) - ------------------------------------------------------------------------------------------------------------------------------------ SELECTED YEAR TO DATE CONSOLIDATED OPERATING DATA: Fourth Third Quarter Quarter 2001 2001 ---------------------------------------- Interest Income $ 129,946 $ 131,856 Interest Expense 42,054 50,879 ---------------------------------------- Net Interest Income Before Provision for Loan Losses 87,892 80,977 Provision for Loan Losses 28,950 8,400 ---------------------------------------- Net Interest Income After Provision for Loan Losses 58,942 72,577 Other Income: Trust Fees 881 865 Depositor Service Fees 3,223 2,564 ATM Fees 656 803 Loan and International Banking Fees 2,243 1,987 Gain on Sale of Loans 347 1,684 Gain/(loss) on Investments (46) 819 Other Income 2,380 1,900 ---------------------------------------- 9,684 10,622 Nonrecurring - Warrant Income (2) - 77 ---------------------------------------- Total Other Income 9,684 10,699 Operating Expenses: Salaries 23,675 21,366 Deferred Loan Origination Costs (3,117) (3,067) Benefits 4,138 4,019 ---------------------------------------- Total Compensation and Benefits (3) 24,696 22,318 Occupancy and Equipment 7,817 7,036 Professional Services & Legal 2,342 2,418 Telephone, postage and supplies 1,615 1,366 Marketing and promotion 1,470 1,413 Data Processing 1,021 1,166 Client Services 645 712 FDIC Insurance and Assessments 627 406 Other Real Estate, Net - - Other Expenses 3,707 4,374 ---------------------------------------- 43,940 41,209 Trust Preferred Securities (TPS) expense 5,088 3,724 ---------------------------------------- Total Operating Expenses 49,028 44,933 ---------------------------------------- Income Before Income Taxes, Merger and Other Related Nonrecurring Costs 19,598 38,343 Income Taxes: Income Tax Expense 6,369 14,485 Capital Loss Carryback Tax (Benefit) (4) (11,897) - Nonrecurring Income Tax Expense (2) - 32 ---------------------------------------- Total Income Tax Expense (5,528) 14,517 Income Before Merger and Other Related Nonrecurring Costs 25,126 23,826 Merger and Other Related Nonrecurring Costs, net of tax (2) 17,611 - ---------------------------------------- Net Income $ 7,515 $ 23,826 ======================================== - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ SELECTED QUARTERLY CONSOLIDATED OPERATING RATIOS: Fourth Third Quarter Quarter 2001 2001 ---------------------------------------- Income Per Share (Before Nonrecurring and Merger Items) (1) (2) Basic $ 0.51 $ 0.48 Diluted $ 0.49 $ 0.46 Income Per Share (Before Merger Items) Basic $ 0.51 $ 0.48 Diluted $ 0.49 $ 0.46 Net Income Per Share Basic $ 0.15 $ 0.48 Diluted $ 0.15 $ 0.46 Weighted Average Common Shares Outstanding 49,689,000 49,588,000 Weighted Average Common & Common Equivalent Shares Outstanding 51,221,000 51,352,000 Return on Period Average Assets, annualized (1) 1.31% 1.32% Return on Period Average Equity, annualized (1) 21.23% 20.42% Net Interest Margin - Average Earning Assets 4.83% 4.76% Operating Expense Ratio (Before Nonrecurring and Merger Items) 2.55% 2.49% Operating Expense Ratio (Before Nonrecurring and Merger Items and excluding TPS expense) 2.29% 2.29% Efficiency Ratio (Before Nonrecurring and Merger Items) 50.25% 49.05% Efficiency Ratio (Before Nonrecurring and Merger Items and excluding TPS expense) 45.03% 44.99% - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ SELECTED YEAR TO DATE CONSOLIDATED OPERATING DATA: Second First Fourth Quarter Quarter Quarter 2001 2001 2000 -------------------------------------------------- Interest Income $ 124,669 $ 120,770 $ 119,051 Interest Expense 47,628 45,671 44,860 -------------------------------------------------- Net Interest Income Before Provision for Loan Losses 77,041 75,099 74,191 Provision for Loan Losses 10,049 7,328 6,516 -------------------------------------------------- Net Interest Income After Provision for Loan Losses 66,992 67,771 67,675 Other Income: Trust Fees 978 886 954 Depositor Service Fees 2,481 2,334 2,275 ATM Fees 766 662 748 Loan and International Banking Fees 2,085 2,541 2,562 Gain on Sale of Loans 375 835 312 Gain/(loss) on Investments 3,944 1,587 6 Other Income 1,870 2,611 1,669 -------------------------------------------------- 12,499 11,456 8,526 Nonrecurring - Warrant Income (2) 504 - 870 -------------------------------------------------- Total Other Income 13,003 11,456 9,396 Operating Expenses: Salaries 20,824 18,693 18,829 Deferred Loan Origination Costs (3,480) (1,750) (2,136) Benefits 4,295 4,103 3,268 -------------------------------------------------- Total Compensation and Benefits (3) 21,639 21,046 19,961 Occupancy and Equipment 6,642 6,261 6,090 Professional Services & Legal 1,626 1,453 1,187 Telephone, postage and supplies 1,541 1,505 1,498 Marketing and promotion 1,404 1,361 1,583 Data Processing 1,130 1,131 973 Client Services 805 803 708 FDIC Insurance and Assessments 393 336 430 Other Real Estate, Net - - 5 Other Expenses 4,035 3,607 2,873 -------------------------------------------------- 39,215 37,503 35,308 Trust Preferred Securities (TPS) expense 2,454 2,458 2,412 -------------------------------------------------- Total Operating Expenses 41,669 39,961 37,720 -------------------------------------------------- Income Before Income Taxes, Merger and Other Related Nonrecurring Costs 38,326 39,266 39,351 Income Taxes: Income Tax Expense 14,171 14,734 14,539 Capital Loss Carryback Tax (Benefit) (4) - - - Nonrecurring Income Tax Expense (2) 212 - 366 -------------------------------------------------- Total Income Tax Expense 14,383 14,734 14,905 Income Before Merger and Other Related Nonrecurring Costs 23,943 24,532 24,446 Merger and Other Related Nonrecurring Costs, net of tax (2) - - 3,533 -------------------------------------------------- Net Income $ 23,943 $ 24,532 $ 20,913 ================================================== - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ SELECTED QUARTERLY CONSOLIDATED OPERATING RATIOS: Second First Fourth Quarter Quarter Quarter 2001 2001 2000 -------------------------------------------------- Income Per Share (Before Nonrecurring and Merger Items) (1) (2) Basic $ 0.48 $ 0.50 $ 0.49 Diluted $ 0.46 $ 0.48 $ 0.47 Income Per Share (Before Merger Items) Basic $ 0.48 $ 0.50 $ 0.50 Diluted $ 0.47 $ 0.48 $ 0.47 Net Income Per Share Basic $ 0.48 $ 0.50 $ 0.43 Diluted $ 0.47 $ 0.48 $ 0.41 Weighted Average Common Shares Outstanding 49,487,000 49,192,000 48,550,000 Weighted Average Common & Common Equivalent Shares Outstanding 50,976,000 51,413,000 51,468,000 Return on Period Average Assets, annualized (1) 1.47% 1.73% 1.76% Return on Period Average Equity, annualized (1) 21.80% 24.51% 25.47% Net Interest Margin - Average Earning Assets 5.13% 5.75% 5.89% Operating Expense Ratio (Before Nonrecurring and Merger Items) 2.60% 2.82% 2.77% Operating Expense Ratio (Before Nonrecurring and Merger Items and excluding TPS expense) 2.44% 2.65% 2.59% Efficiency Ratio (Before Nonrecurring and Merger Items) 46.54% 46.17% 45.60% Efficiency Ratio (Before Nonrecurring and Merger Items and excluding TPS expense) 43.80% 43.33% 42.69% - ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- (1) For Q4 2001 includes a Capital Loss Carryback Tax Benefit of $11.9 million and a Q4 2001 additional provision for loan losses of approximately $21 million over the recurring Q3 2001 provision and excludes Nonrecurring and Merger Items of $17.6 million, net of tax. Excludes Nonrecurring and Merger Items of $45 thousand, net of tax, in Q3 2001; $292 thousand, net of tax, in Q2 2001 and $3.0 million, net of tax, in Q4 2000. (2) Components of Nonrecurring and Merger Items. Net Income excluding these items is $25,126 for Q4 2001; $23,781 for Q3 2001; $23,651 for Q2 2001 and $23,942 for Q4 2000. (3) Included Matsco compensation and benefits of $1.2 million in Q4 2001; $1.4 million in Q3 2001; $1.1 million in Q2 2001; $2.4 million in Q1 2001 and $904 thousand in Q4 2000. (4) The Capital Loss Carryback was recognized in conjunction with the establishment of a REIT which also generated $15 million in additional capital. Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp and San Jose National Bank on a pooling-of-interests basis. - -------------------------------------------------------------------------------- GREATER BAY BANCORP DECEMBER 31, 2001 - FINANCIAL SUMMARY ($ in 000's, except share and per share data)
- --------------------------------------------------------------------------------------------------------------------------- SELECTED YEAR TO DATE CONSOLIDATED OPERATING DATA: YTD YTD 31-Dec 31-Dec 2001 2000 ------------------------------ Interest Income $ 507,241 $ 423,639 Interest Expense 186,232 158,050 ------------------------------ Net Interest Income Before Provision for Loan Losses 321,009 265,589 Provision for Loan Losses 54,727 28,821 ------------------------------ Net Interest Income After Provision for Loan Losses 266,282 236,768 Other Income: Trust Fees 3,610 3,450 Depositor Service Fees 10,602 9,661 ATM Fees 2,887 2,891 Loan and International Banking Fees 8,856 8,162 Gain on Sale of Loans 3,241 2,190 Gain/(loss) on Investments 6,304 (521) Other Income 8,761 8,312 ------------------------------ 44,261 34,145 Nonrecurring - Warrant Income (2) 581 12,986 ------------------------------ Total Other Income 44,842 47,131 Operating Expenses: Salaries 84,558 68,101 Deferred Loan Origination Costs (11,414) (6,923) Benefits 16,555 12,788 ------------------------------ Total Compensation and Benefits (3) 89,699 73,966 Occupancy and Equipment 27,756 23,192 Professional Services & Legal 7,839 5,345 Telephone, postage and supplies 6,027 5,410 Marketing and promotion 5,648 5,017 Data Processing 4,448 2,879 Client Services 2,965 2,694 FDIC Insurance and Assessments 1,762 1,472 Other Real Estate, Net - 56 Other Expenses 15,723 11,671 ------------------------------ 161,867 131,702 Trust Preferred Securities (TPS) expense 13,724 7,842 ------------------------------ Total Operating Expenses 175,591 139,544 ------------------------------ Income Before Income Taxes, Merger and Other Related Nonrecurring Costs 135,533 144,355 Income Taxes: Income Tax Expense 49,759 49,930 Capital Loss Carryback Tax (Benefit) (4) (11,897) - Nonrecurring Income Tax Expense (2) 244 5,410 ------------------------------ Total Income Tax Expense 38,106 55,340 Income Before Merger and Other Related Nonrecurring Costs 97,427 89,015 Merger and Other Related Nonrecurring Costs, net of tax (2) 17,611 21,851 ------------------------------ Net Income $ 79,816 $ 67,164 ============================== - --------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------- SELECTED YEAR TO DATE CONSOLIDATED OPERATING RATIOS: YTD YTD 31-Dec 31-Dec 2001 2000 ------------------------------- Income Per Share (Before Nonrecurring and Merger Items) (1)(2) Basic $ 1.96 $ 1.70 Diluted $ 1.91 $ 1.61 Income Per Share (Before Merger Items) Basic $ 1.97 $ 1.86 Diluted $ 1.91 $ 1.76 Net Income Per Share Basic $ 1.61 $ 1.40 Diluted $ 1.57 $ 1.33 Weighted Average Common Shares Outstanding 49,498,000 47,899,000 Weighted Average Common & Common Equivalent Shares Outstanding 50,940,000 50,519,000 Return on Period Average Assets, annualized (1) 1.44% 1.63% Return on Period Average Equity, annualized (1) 21.61% 23.29% Net Interest Margin - Average Earning Assets 5.07% 5.73% Operating Expense Ratio (Before Nonrecurring and Merger Items) 2.60% 2.78% Operating Expense Ratio (Before Nonrecurring and Merger Items and excluding TPS expense) 2.40% 2.63% Efficiency Ratio (Before Nonrecurring and Merger Items) 48.07% 46.56% Efficiency Ratio (Before Nonrecurring and Merger Items and excluding TPS expense) 44.31% 43.94% - ---------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- (1) For YTD Dec 2001 includes a Capital Loss Carryback Tax Benefit of $11.9 million and a Q4 2001 additional provision for loan losses of approximately $21 million over the recurring Q3 2001 provision and excludes Nonrecurring and Merger Items of $17.3 million, net of tax. Excludes Nonrecurring and Merger Items of $14.3 million, net of tax, in YTD Dec 2000. (2) Components of Nonrecurring and Merger Items. Net Income excluding these items is $97,090 for YTD Dec 2001 and $81,439 for YTD Dec 2000. (3) Included Matsco compensation and benefits of $6.2 million in YTD Dec 2001 and $904 thousand in YTD Dec 2000. (4) The Capital Loss Carryback was recognized in conjunction with the establishment of a REIT which also generated $15 million in additional capital. Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp and San Jose National Bank on a pooling-of-interests basis. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----