EX-99.1 3 dex991.htm GREATER BAY BANCORP SLIDE PRESENTATION AS OF MARCH 31, 2003 Greater Bay Bancorp slide presentation as of March 31, 2003

Exhibit 99.1
Greater Bay Bancorp slide presentation
as of March 31, 2003


 

Greater Bay Bancorp

The Capital Group

June 11, 2003


 

Greater Bay Bancorp

Certain matters discussed in this presentation 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, net interest margin, net loan charge-offs, growth in loans and deposits, compliance with the cure agreement, 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 net interest spread, and the quality of the Company’s earning assets; (2) any difficulties that may be encountered in integrating newly acquired businesses and in realizing operating efficiencies; (3) government regulation; and (4) 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, 2002.

 


 

Company Snapshot

Company Name Greater Bay Bancorp
Nasdaq NM GBBK
Shares Outstanding 52 million
Market Value* $1.2 billion
Assets $8 billion
LTM Net Income $124 million
Common Equity $600 million
Preferred Equity:
Convertible Preferred $81 million
Perpetual Preferred $15 million

* Calculated using closing price of GBBK stock on 6/5/03


 

Company Vision

  • Create superior, long-term economic returns for our shareholders.
  • Provide exceptional, relationship based value to our clients.
  • Attract and retain outstanding employees.


 

Franchise Overview

  • Formed late 1996 with merger of Cupertino National Bancorp and Mid-Peninsula Bancorp.
  • Currently largest independent community bank holding company headquartered in Northern California.
  • Diversified financial services provider.


 

Proven Ability to Manage
Acquired Businesses

Formation of GBBK $0.6 B
Acquired Growth $3.0 B
Organic Growth $4.4 B
Total Assets $8.0 B

[CHART]

Organic Growth 54.8%
Acquired Growth 37.7%
Formation of GBBK   7.5%

 

 


 

Acquisition Strategy
“Ring the Bay”

Greater Bay now has a presence in all of the key
sub-markets of the San Francisco Bay Area

 

[MAP 1996]
   [MAP 2003]  

 


 

Successful Acquisition Strategy

13 acquisitions completed since formation, adding $3.0 billion
in assets and extending market reach throughout the San Francisco Bay Area

Assets
($ in millions)
12/97 Peninsula Bank of Commerce $200
05/98 Golden Gate Bank $150
08/98 Pacific Business Funding $  15
05/99 Bay Area Bank $200
10/99 Bay Bank of Commerce $200
01/00 Mt. Diablo National Bank $250
05/00 Coast Commercial Bank $400
07/00 Bank of Santa Clara $400
11/00 The Matsco Companies $285
03/01 CAPCO Financial Company, Inc. $  15
12/01 San Jose National Bank $680
03/02 ABD Insurance N/A *

* Gross annual premiums of $1 billion


 

Diversified Financial Services Provider

Greater Bay Bancorp
           
Regional
Banking
ABD
Insurance
Specialty
Finance

Trust
  • 11 Banks
  • Premiums › $1 billion*
  • International/Trade Finance
  • Wealth Management
  • 45 Offices
  • Revenue › $100 million
  • Leasing
  • Private Banking
  • Local Client Decision Making
  • Offering P&C, Employee Benefits, 401k Products
  • Factoring
  • Local Management and Board
  • Asset Based Lending
  • SBA Lending
  • * No underwriting risk.


     

    Client Focus

    • Small and mid-sized businesses
    • Professional services firms
    • Private banking and wealth management
    • Custom banking for individuals
    • Relationship-driven real estate investors and operators


     

    ABD Insurance and Financial Services

    • We completed the acquisition of ABD Insurance and Financial Services (the 16th largest commercial insurance brokerage agency in the country) in March 2002. It has been a very successful partnership and, during the first quarter, ABD provided $36.6 million in fee income.
    • No underwriting risk
    • Product Focus
      • Offering P & C
      • Employee benefits
      • 401K products

     


    Experienced Senior Management Team

    Position Name Years Experience
    Chief Executive Officer David L. Kalkbrenner 35+
    Chief Operating Officer Byron A. Scordelis 25+
    Chief Financial Officer Steven C. Smith 25+
    Chief Information Officer Gregg Johnson 25+
    Chief Risk Officer Kenneth Shannon 20+
    President, Community Banking Group Susan K. Black 15+
    Chief Lending Officer David R. Hood 25+
    Community Bank Presidents 20+ Avg.
    GBB Board of Directors 18 diversified and seasoned directors 25+ Avg.
    Community Bank Boards of Directors 90 diversified and seasoned directors 25+ Avg.

     


     

    Q1 2003 Financial Highlights
    Results

    • Net Income - $25 million
    • EPS - $0.45
    • Return on Assets of 1.28%
    • Return on Tangible Assets of 1.31%
    • Return on Equity of 14.66%
    • Return on Tangible Equity of 20.20%
    • Non-interest income $45 million - 37% of Total Revenue


     

    Q1 2003 Financial Highlights

    • Core Deposit Growth - 13% year over year
    • Loan Growth - 5% year over year
      • Loan growth over the past 12 months was achieved under very challenging business conditions and a very strict credit policy of only adding high-quality business.
    • Total Assets - $8 billion

    Summary

    Very good results given the difficult economic environment the company was operating in.


     

    Key Factors Impacting Operating Results

    • Credit Quality
    • Net Interest Margin
    • Strong Capital Position


     

    Credit Quality

    • Despite the challenging economic environment, our relationship banking philosophy and effective credit management efforts have resulted in relatively low levels of net charge-offs and non-performing assets compared to our peer group.


     

    Credit Quality

    Q1 2003

    Reserves/ Average Loans

    GBBK 2.73%
    Peer* 1.58%


    Net Charge Offs/ Average Loans

    GBBK 0.53%
    Peer* 0.38%


    NPAs/ Total Assets

    GBBK 0.51%
    Peer* 0.50%


    Reserves/ NPAs

    GBBK 322%
    Peer* 249%

    * Custom peer group defined by GBBK — see schedule A


     

    Net Interest Margin
    Management in a Volatile Environment

    1998 1999 2000 2001 2002 Q1 ’03
    GBBK’s Margin down 123 bps 5.50% 5.29% 5.56% 4.86% 4.54% 4.33%
    Prime Rate down 525 BPS 7.80% 8.50% 9.50% 5.00% 4.25% 4.25%

     


     

    Net Interest Margin
    Impact of Further Market Interest Rate Reduction

    • GBBK is asset sensitive.
    • Over the last year, MBS portfolio has declined approximately $650 million as planned.
    • Investment strategy continues to be to invest in short duration securities.
      • Give up current yield for stable value
      • Position Company to take advantage of rising rates in 2004 and beyond.


    Capital Strength

    GBBK
    3/31/03
    Peer Group*
    3/31/03
    Minimum to be
    Well-Capitalized
    Tangible Equity Ratio 6.69% 7.31% N/A
    Leverage Ratio 9.18% 8.02% 5.00%
    Tier I Risk Based Capital 12.08% 11.06% 6.00%
    Total Risk Based Capital 13.34% 13.44% 10.00%

    * Custom peer group defined by GBBK - see schedule A


     

    Capital Strength

    • Our emphasis on increasing capital ratios during the past year has resulted in a tangible equity to asset ratio of 6.69%, up from 4.99% at March 31, 2002.
    • All other capital ratio are substantially in excess of regulatory well capitalized guidelines and peers.


    Economic Capital as a Foundation for

    Enterprise-wide Risk Management

    • We have developed a return on economic capital model, utilizing the expertise of ERISK that looks at business returns from a risk and concentration perspective.
    • The model incorporates GBBK’s risk profile for credit risk, operating risk, interest rate risk and market risk.
    • Results show returns on risk adjusted capital by business line.
    • Results provide framework, based on risk appetite correlated to ratings targets, to determine capital GBBK can utilize to enhance shareholders’ returns


    Required Economic Capital Formulated

    to GBBK Risk Appetite

    • This chart provides an initial look at GBBK’s economic capital position versus our risk appetite
    • GBBK’s Tangible Equity does not include the value of ABD which currently is locked up in goodwill, but is worth more today than when we acquired ABD GBBK in early 2002
    • GBBK’s Tangible Equity does not include an allocation of loan loss reserve in excess of expected losses - a very conservative assessment.
    BB BBB A GBBK
    Tangible
    Actual
    ($ in millions)
    $278 $379 $435 $489


    Return on Risk Adjusted Capital by Business Unit

    ($ in millions)

    Economic
    Capital
    Required (1)

    Net
    Income (2)
    Risk
    Adjusted
    Return on
    Capital
     
    Core Banks
    $361      
    $126        
    35%          
    ABD
    32      
    12        
    39%          
    Greater Bay Trust
    2      
    1        
    37%          
    Matsco
    40      
    11        
    27%          
    Credit Provision in Excess of Expected Loss
    0      
    (26)        
    0%          
     
    Total Required
    435      
    124        
    29%          
     
    Excess Capital
    54      
    -        
    0%          
     
    Total Greater Bay
    $489      
    $124        
    25%          

     

    (1) Required for A / A2 rating

    (2) Net Income rounded to nearest million


    Regulatory Update


    January 15, 2003

    • GBBK announced that it received a notice from the Board of Governors of the Federal Reserve System requiring the Company to enhance management oversight of its Enterprise Wide Risk Management program. The Company prepared a corrective action plan, which was incorporated into a cure agreement with the Federal Reserve Board.
    • The action plan included enhancements to policies, procedures, and management strength relating to liquidity, interest rate risk sensitivity, credit risk management and compliance. We have dedicated significant time and resources to addressing these items and expect to complete the corrective action plan in a timely manner.


    June 2003

    • The Company continues to make progress in complying with all aspects of the cure agreement with the Federal Reserve Board.
    • The Company submitted to the Federal Reserve Board all of the required action items to satisfy the cure agreement and believes it is on target to satisfy the terms of the agreement by the required date of July 7, 2003


    Looking Forward:

    Our Strategy for 2003 and Beyond


    Our Future is a Reaffirmation
    of Our Past

    • The Bay Area economy is mired in an economic slump which has affected our state and our nation, but
      • We believe that this remains one of the greatest economic regions in the world.
      • And the Bay Area will remain the focal point of our strategic future.


    "We are heartened that expectations for the next six months have improved and are keeping our fingers crossed that this growing confidence can produce capital spending to grease the gears of the economy and jumpstart positive growth."

    Bay Area Council
    Business Confidence Survey
    May 2003


    Per Capita Average Output -2000 (1)
    Bay Area vs. Large U.S. Metro Markets

    Dollars per capita
    Bay Area Boston New York Seattle Austin Houston Boise Los Angeles U.S. Total
    65,090 49,294 47,377 46,019 45,740 44,932 42,372 36,910 35,402

    (1) Information provided by Bay Area Economic Forum -next update available January 2004.


     

    Labor Productivity
    Bay Area vs. Rest of U.S.
    1987 vs. 1999

    Labor Productivity
    $ Thousands per Worker

    1987 1999
      25% advantage 60% advantage
    Bay Area 72 108
    U.S. 58 68

    Source: BEA, Economy.com, project team analysis


    Education of Workforce
    Bay Area vs. Large U.S. Metro Markets
    % of Population with College Degrees

    Bay Area Austin Boston Seattle New York Los Angeles
      % Over Age 25 with Degree
    Bachelor’s Degree 19.7% 20.4% 17.1% 18.4% 15.1% 14.4%
    Graduate Degree 11.1% 10.3% 10.7% 8.0% 10.6% 7.6%


    Bay Area Dominates Venture Investment

    Regional Investment in the US in 1Q03 ($1.2 billion)

    [CHART]

    Bay Area 33%
    Southern California 10%
    New York Metro
    7%
    Texas 5%
    Potomac
    4%
    Boston
    4%
    Washington State
    3%
    Midwest
    3%
    All Other US
    31%

     

    Source: VentureOne/Ernst & Young


    Our Future is a Reaffirmation of Our Past

    • The Bay Area economy is mired in an economic slump which has affected our state and our nation, but
      • We believe that this remains one of the greatest economic regions in the world.
      • And the Bay Area will remain the focal point of our strategic future.
    • We believe that relationship banking rather than transactional banking must remain at the core of our business model
      • And that the local market knowledge of our community bankers provide an advantage that is difficult to match.
      • Strength of our credit portfolio affirms this belief - - and defies the skeptics.


    Our Future is a Reaffirmation of Our Past

    • We believe that an uncompromising focus on quality will differentiate us from our peers - - and is the key that will deliver superior long-term value to our shareholders

      • Credit quality
      • Operating quality
      • Attention to detail in serving our clients
    • We understand that this is a business and that we work for our shareholders.
      • We have no divine right to exist as a business.
      • Most efficient competitor sets profit margin for everyone else.
      • Our focus must be on factors that deliver quality results.
      • Selling money is a commodity business - - providing exceptional service is a value business.


    Strategic Goals

    • Reaching greater critical mass in the Company's market areas.


    Deposit Market Share
    Comparable Bay Area Markets
    December 1999 to June 2002

    12/99
    12/00
    12/01
    6/02
    Total Deposits
    Greater Bay Bancorp
    6.94%
    8.36%
    7.07%
    6.97%
    Bank of America
    18.29%
    18.95%
    18.26%
    17.69%
    Wells Fargo Bank
    15.88%
    15.99%
    16.65%
    16.15%

     


    Deposit Market Share
    Comparable Bay Area Markets
    December 1999 to June 2002

    12/99
    12/00
    12/01
    6/02
    Total Deposits
    Greater Bay Bancorp
    6.94%
    8.36%
    7.07%
    6.97%
    Bank of America
    18.29%
    18.95%
    18.26%
    17.69%
    Wells Fargo Bank
    15.88%
    15.99%
    16.65%
    16.15%
    Business Savings/MMA
    Greater Bay Bancorp
    6.76%
    13.12%
    15.08%
    15.61%
    Bank of America
    16.90%
    16.51%
    11.06%
    10.41%
    Wells Fargo Bank
    10.66%
    8.56%
    11.03%
    8.71%

     


    Strategic Goals

    • Reaching greater critical mass in the Company’s market areas.

    • Generating increased fee income through cross-selling broader services.


    2002 Fee Income /
    Loan Volume Results

    $ in Millions
    International/Loan Fees
      $9.2
    Account Analysis/Service Fees
    $11.2
    Insurance Agency Fees
    $88.5
    Trust Fees
      $3.6
       
    Mortgage Originations
     $48.0*
    Loan Participations
    $140.8   

    * Results for 4Q 02 only.


    Strategic Goals

    • Reaching greater critical mass in the Company’s market areas.
    • Generating increased fee income through cross-selling broader services.
    • Continue to diversify revenue stream.


    Non-Interest Income (1)

    2001
    2002
    Q1 2003



    Total $
    % of Total
    Revenue
    Total $
    % of Total
    Revenue
    Total $
    % of Total
    Revenue
    $44.8
    12.7%
    $155.5
    31.0%
    $44.8
    37.0%

     

    (1) As a result of the ABD acquisition in March 2002, the Company’s 2002 results included insurance agency commissions and fees totaling $88.5 million. These were no such insurance agency commissions in 2001.


    Strategic Goals

    • Reaching greater critical mass in the Company’s market areas.
    • Generating increased fee income through cross-selling broader services.
    • Continue to diversify revenue stream.
    • Continue to mitigate and proactively manage risk.


    Mitigate and Proactively Manage Risk

    • Enterprise-wide Risk Management
    • Economic Capital Analysis
    • Concentration Analysis
    • Focus on Relationships


    Strategic Goals

    • Reaching greater critical mass in the Company's market areas.
    • Generating increased fee income through cross-selling broader services.
    • Continue to diversify revenue stream.
    • Continue to mitigate and proactively manage risk.
    • Opportunistic market expansion.


    Closing Remarks


    Stock Price Performance *

    • Recently trading at about 10 times last twelve month’s earnings.
    • California community banks trading about 18 times.
    • Reasons for stock price decline during the past year include market concerns about:
      • The Northern California economy, the state deficit, the dot com fall-out and the technology industry in Silicon Valley.
      • Real estate valuations, lease rates and vacancy factors in the San Francisco Bay Area.
      • Impact of Fed rate decreases on net interest margin.
      • Market perception of GBBK's credit quality and overall risk profile.

    * As of June 5, 2003


    Our Response

    • Our responsibility is to deliver results, we cannot control how the market interprets the impact of external issues on our Company.
    • We continue to focus on high-quality earnings, while maintaining strong credit quality.
    • Our ultimate goal remains long-term shareholder value.


    Guidance

    • Average loan growth - focus on quality and anticipate exceeding peer banks in market
    • Average deposit growth - committed to expanding deposit base and selectively adding new clients that fit
    • Net interest margin - continued pressure due to economic conditions and competitive environment
    • Credit quality - net charge offs will be in the 60-70 bps range for 2003


    Investment Rationale

    • Franchise with record of quality growth and consistent profitability.
    • Well positioned for economic upturn.
    • Strong balance sheet.
    • Diversified product capability.
    • Internal capital can support strategic growth.
    • Community banking credit culture.
    • Experienced management team.
    • Compelling return opportunity.


    Greater Bay Bancorp

    The Capital Group
    June 11, 2003


    Schedule A - Custom Peer Group

    Allfirst Financial, Inc. Fulton Financial Corporation
    Associated Banc-Corp Greater Bay Bancorp
    BancorpSouth, Inc. Hibernia Corporation
    Bank of Hawaii Corporation Hudson United Bancorp
    BOK Financial Corporation International Bancshares Corporation
    Bremer Financial Corporation Mercantile Bankshares Corporation
    Central Bancompany Old National Bancorp
    Citizens Banking Corporation Provident Financial Group, Inc.
    City National Corporation RBC Centura Banks, Inc.
    Colonial BancGroup, Inc. Riggs National Corporation
    Commerce Bancorp, Inc. Sky Financial Group Inc.
    Commerce Bancshares, Inc. South Financial Group, Inc. (The)
    Community First Bankers, Inc. Southwest Bancorporation of Texas, Inc.
    Cullen/Frost Bankers, Inc. Susquehanna Bancshares, Inc.
    F.N.B. Corporation Synovus Financial Corp.
    FBOP Corporation TCF Financial Corporation
    First Banks, Inc. Trustmark Corporation
    First Citizens BancShares, Inc. UMB Financial Corporation
    First Midwest Bancorp, Inc. United Bankshares, Inc.
    First National of Nebraska, Incorporated Valley National Bancorp
    First Virginia Banks, Inc. Whitney Holding Corporation
    Firstbank Holding Company of Colorado Wilmington Trust Corporation
    FirstMerit Corporation