Slide presentation of Greater Bay Bancorp as of December 31, 2005

EX-99.1 2 dex991.htm SLIDE PRESENTATION OF GREATER BAY BANCORP AS OF DECEMBER 31, 2005 Slide presentation of Greater Bay Bancorp as of December 31, 2005

Exhibit 99.1

Slide Presentation of Greater Bay Bancorp as of December 31, 2005

Greater Bay Bancorp

Investor Presentation

March 2006

Greater Bay Bancorp

Certain

matters

discussed

this

press

release

constitute

forward-looking

statements

within

the

meaning

the

Private

Securities

Litigation

Reform

Act

1995.

These

forward

looking

statements

relate

the

Company’s

current

expectations

regarding

future

operating

results,

net

interest

margin,

net

loan

charge-offs,

asset

quality,

level

loan

loss

reserves,

growth

loans

and

deposits

and

the

strength

the

local

economy.

These

forward

looking

statements

are

subject

certain

risks

and

uncertainties

that

could

cause

the

actual

results,

performance

achievements

differ

materially

from

those

expressed,

suggested

implied

the

forward

looking

statements.

These

risks

and

uncertainties

include,

but

are

not

limited

to:

(1)

the

impact

changes

interest

rates,

decline

economic

conditions

the

local,

national

and

international

levels

and

increased

competition

among

financial

service

providers

the

Company’s

results

operations

and

the

quality

the

Company’s

earning

assets;

(2)

government

regulation,

including

ABD’s

receipt

requests

for

information

from

state

insurance

commissioners

and

subpoenas

from

state

attorneys

general

the

ongoing

insurance

industry-wide

investigations

into

contingent

commissions

and

override

payments;

and

(3)

the

other

risks

set

forth

the

Company‘s

reports

filed

with

the

Securities

and

Exchange

Commission,

including

its

Annual

Report

Form

10-K

for

the

year

ended

December

31,

2004.

Greater

Bay

does

not

undertake,

and

specifically

disclaims,

any

obligation

update

any

forward-

looking

statements

reflect

occurrences

unanticipated

events

circumstances

after

the

date

such

statements.

Company Profile

As of December 31, 2005

1.27% / 13.5%

Q4 ROA / ROCE

$1.37 billion

Market Capitalization (2)

$668 million

Common Equity

49.9 million

Common Shares Outstanding

$0.39 / $1.55

Q4/FY05 Diluted EPS

$22.8 / $92.9 million

Q4/FY05 Net Income

$4.6 billion

Core Deposits (1)

$7.1 billion

Total Assets

(1)

Excludes brokered and wholesale institutional deposits

(2)

As of February 1, 2006

Investment Rationale

•

Largest independent banking franchise in Northern

California operating in lucrative San Francisco Bay Area

regional market.

•

Established track record as acquirer of choice.

•

Proven record of organic growth and in-market

expansion.

•

Diversified provider of financial services in four distinct

business areas.

•

Mitigates geographic concentration of banking

business and sector-specific earnings volatility.

•

Reduces spread income dependence.

Investment Rationale

•

Strong financial fundamentals and sound credit metrics.

•

Experienced and proven executive management team.

•

Leading to long-term record of superior shareholder

return.

An Exceptional Regional Market

Greater San Francisco Bay Area

Greater San Francisco Bay Area Profile

•

Recognized global leadership in technological innovation,

advancement, and growth.

•

Unmatched concentration of venture capital funding

and investment.

•

Entrepreneurial spirit and results-oriented ethic.

•

Highest levels of worker productivity and per capita

income in the nation.

•

Highest level of workforce education in the nation.

•

Exceptionally strong international trade position.

Diversified Financial Services

Provider

Diversified Financial Services Provider

* Includes Lucini/Parish which was acquired May, 2005.

Loans of $3.0 billion

Core deposit of $4.6 billion

12 distinct community

bank brands

40 offices

Relationship based

Centralized operations,

international and cash

management support

Regional in scope

Regional

Community Banking

Assets of $1.5 billion

Commercial finance to

health care businesses

Small ticket leasing

Factoring and asset

based lending

SBA lending

National in scope

Specialty Finance

Annual premiums

of $2.2 billion

2005 annual revenues

of $154 million*

Offering P&C, D&O,

employee benefits, risk

management services

No underwriting risk

Western U.S. in scope

Insurance Brokerage

Trust and private

banking

AUM in excess of $600

million

Regional in scope

Wealth Management

Greater Bay Bancorp

Regional Community Banking

Regional Community Banking Business

•

Operating 12 separate business dbas under single

consolidated charter –

40 office locations throughout the

Greater Bay Area.

•

Common data processing platform, credit policies and

operating procedures –

served and supported by single

administrative staff.

•

Relationship focused:

•

Loans: Commercial ($500M-5MM), CRE ($1-10MM),

and construction ($1-10MM) credit opportunities.

•

Deposits: Full suite of business and personal

products.

•

Local people in local markets making local decisions

based upon local knowledge.

Greater Bay Community Banking -

Today

Community Banking Group Profile

Note: Figures shown as of 12/31/05.

Total Loans: $3.0 billion

Core Deposits: $4.6 billion

Mid-Peninsula Bank

Peninsula Bank of

Commerce

Bay Area Bank

Peninsula/

San Mateo County

Cupertino National

Bank

San Jose National

Bank

Bank of Santa Clara

Santa Clara

County

Golden Gate Bank

Greater Bay Bank-

Marin

San Francisco/

Marin Counties

Bay Bank of

Commerce

Greater Bay Bank-

Fremont

Alameda

County

Mt. Diablo National

Bank

Greater Bay Bank-

Walnut Creek

Contra Costa

County

Coast Commercial

Bank

Greater Bay Bank-

Carmel

Santa Cruz/

Monterey Counties

Bank of Petaluma

Sonoma

County

Community

Banking

Group

Client-Centric Banking Model

Install

Sell

Service

Craft

Locate and

Diagnose

Client

Link and

Build

Relationship

Management

Business

Development

Business Development Group Initiatives

•

Proven executive hired in Q4 to develop and manage group.

•

Modeling, tracking, and compensation plans completed.

•

Five proven BDOs

recruited to date.

•

Including top Northern California performers from two

major competitors.

•

And virtually all from large bank sources.

•

Targeted to grow to 12 BDOs

by mid-year.

•

And to total of 18 by YE 06.

•

Each producer modeled to generate $25MM in annual

loan/line commitments.

•

Commercial and owner-occupied CRE in nature.

•

Target size of $1-5MM per loan commitment.

Core Deposit Balances

(1)

$4.43

$4.56

$4.81

$4.75

$4.55

$4.58

$4.56

$0.00

$2.00

$4.00

$6.00

2002

2003

2004

Q1 '05

Q2 '05

Q3 '05

Q4 '05

($ in Billions)

(1) Core deposits exclude brokered and wholesale institutional deposits.

(1) Core deposits exclude brokered and wholesale institutional deposits.

By Region

By Type

Demand

24%

MMDAs

40%

Savings &

NOW

26%

Other Time

Deposits

Time

Deposits

>$100

San Mateo

26%

Contra

Costa

12%

Sonoma

Santa

Clara

40%

Santa Cruz

Monterey

Alameda

Marin

San

Francisco

Core Deposit Composition

(1)

As of December 31, 2005

Cumulative Change in Cost of Interest-Bearing Core

Deposits vs. Change in Three-Month Libor

0.00%

1.00%

2.00%

3.00%

4.00%

'12/31/03

'12/31/04

'12/31/05

GBBK IB Core

Three-Month Libor

Cumulative

%Change

Specialty Finance

Specialty Finance Business

•

Collection of discrete businesses focused on acquisition and

servicing/sale of value-based assets where execution,

efficiency, standardization, and productivity are essential to

optimizing profitability.

•

Transaction rather than relationship-based.

•

Relationships essentially limited to intermediaries who

source the business (dealers, distributors, etc.).

•

Mandate to compete at high end of credit quality spectrum.

•

deviation

from

target

borrower

–

very

disciplined.

•

Intense focus on perpetual growth of credit risk knowledge and

on automation-based underwriting as core strategic elements.

Specialty Finance Group Profile

Note: Figures as of 12/31/05.

Total Assets: $1.5 billion

Professional dental

and veterinary term

commercial financing

National in scope

Matsco

Small-ticket leasing

National in scope

Greater Bay

Capital

Factoring and asset-

based lending

National in scope

Greater Bay

Funding

504 and 7(A) business

sourced direct and via

community banks

Regional in scope

SBA

Lending

Start-up venture aimed

at brokering or retaining

high quality SFD REL

Regional in scope

Residential

Mortgage Lending

Specialty

Finance

Group

Specialty Finance Group Loan Growth

By Business Line –

12/31/05 vs. 12/31/04

$1,456.5

28.9

254.5

107.7

180.1

$885.3

12/31/05

18%

$217.4

$1,239.1

Group Total

28.9

0.0

Residential Lending

12%

26.3

228.2

SBA Lending

2.1

105.6

Greater Bay Funding

38%

49.2

130.9

Greater Bay Capital

(1)

14%

$110.9

$774.4

Matsco

% Growth

Change

12/31/04

($ in Millions)

(1)

Excludes

operating

lease

totals

$65.4

million

12/31/05

and

$56.8

million

12/31/04.

Credit Portfolio Profile

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

$3.5

$4.0

$4.5

$5.0

2001

2002

2003

2004

Q1 2005

Q2 2005

Q3 2005

Q4 2005

CRE

Construction and Land

Commercial-SBA & Community Banking

Commercial-Matsco/GBC/GBBF

SNC/Residential/All Other

Core Loan Portfolio Composition*

Combined Community Banking and Specialty Finance

($ in Billions)

* Excludes purchased loans

* Gross of Deferred Fees & Discounts

$4.51 $4.81 $4.55 $4.47 $4.43

$4.48 $4.44 $4.49

14%

13%

26%

16%

31%

11%

17%

24%

15%

34%

10%

19%

23%

12%

36%

10%

23%

21%

11%

36%

24%

22%

11%

35%

24%

12%

30%

25%

23%

14%

29%

26%

24%

14%

27%

Commercial Real Estate Portfolio Composition

As of December 31, 2005

Office

35%

Retail

18%

Industrial

14%

Other

1-4SFR

Warehouse

Self Storage

Multifamily

R&D

Hotel/Motel

Alameda

12%

San

Francisco

Santa Cruz

Sonoma

Other

Solano

Sacramento

Contra Costa

Marin

Monterey

San Mateo

12%

Santa Clara

34%

By Type

By County

Total -

$1.5 Billion

CRE Loan Outstandings by Vintage

12%

10%

18%

14%

11%

16%

$100

$200

$300

Pre 1999

1999

2000

2001

2002

2003

2004

2005

($ in Millions)

Total Outstandings = $1.5 billion

Bay Area Office Market

Rental and Vacancy Trends

Source: BT Commercial

$0.00

$1.00

$2.00

$3.00

$4.00

$5.00

$6.00

1999

2000

2001

2002

2003

2004

2005

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

Avg Rent

Vacancy

Construction Loan Portfolio

2002 vs. 2005

2002

2005

1-4 SFR

38%

Multifamily

18%

Office

29%

Industrial

Self Storage

Retail

Other

1-4 SFR

49%

Multifamily

36%

Office

Industrial

Self Storage

Retail

Other

Total -

$557 Million

Total -

$501 Million

Construction Loan Portfolio Composition

As of December 31, 2005

By County

Santa Clara

22%

San Mateo

16%

San

Francisco

13%

Contra Costa

13%

Alameda

Santa Cruz

Sonoma

San

Bernadino

Placer

Other

Sacramento

Marin

Total -

$501 Million

43%

17%

20%

19%

< 60%

60-65%

65-70%

70-75%

75-80%

By LTV

By Total Commitment

Total -

$470 Million

1-4 Family Construction Loan Portfolio Commitments

As of 12/31/05

48%

21%

12%

Under $5MM

$5-10MM

$10-15MM

$15-20MM

$20-25MM

Over $25MM

Commercial Insurance

Brokerage

Commercial Insurance Services Business

•

Acquired ABD Insurance and Financial Services in March 2002 –

a highly-respected provider of commercial insurance brokerage

and risk management services.

•

Largest brokerage firm headquartered on the West Coast and 15

largest in the nation.

(1)

•

And 4

largest bank-owned firm in the country.

•

Diversified property and casualty (65%) and employee benefit

(35%) revenue streams.

•

Key strengths in technology, biotech, wine, construction, and

agribusiness industry sectors.

(1)

Source:

Business

Insurance

Magazine

–

July

18,

2005

•

Strategic focus on disciplined expansion (via organic growth

and acquisitions) into key western regional markets.

•

To leverage existing lines of business expertise –

and to

develop enhanced “provider-of-choice”

branding and

pricing positions.

•

Highly successful expansion into Seattle is indicative of

both capabilities and expectations.

•

Completed acquisition of highly regarded Lucini/Parish

firm in Nevada –

May 1, 2005

Commercial Insurance Services Business

Commercial Insurance Services Group

2005 Premium Volume: $2.2 billion

2005 Commission & Fee Revenue: $154.4 million

Increased Non-Interest Revenue Contribution*

* As a result of the ABD acquisition in March 2002, the Company’s 2002 results included 10 months of insurance

commissions and fees totaling $88.5 million.

17.7%

13.3%

25.0%

11.4%

27.6%

11.7%

30.7%

13.2%

2002

2003

2004

2005

ABD

Other Fee-Based

40%

31%

37%

44%

Sound Credit Metrics

Net Total Charge-Offs

2002-2005

$54.8

$31.6

$17.7

$14.8

$10

$20

$30

$40

$50

$60

$70

2002

2003

2004

2005

($ in Millions)

Net Charge-Offs by Loan Type

2002 to 2005

$10

$15

$20

2002

$17.5

$13.8

$13.5

$9.5

$0.5

2003

$9.6

$10.3

$5.6

$5.2

$0.9

2004

$6.6

$3.0

$4.6

$0.5

2005

$4.6

$0.0

$2.1

$2.7

$5.4

Matsco

SNC

C & I

CRE &

Construction

Consumer

($ in millions)

Non-Performing Assets by Loan Type

$10

$20

$30

$40

$50

$60

$70

$80

$90

3/31/04

6/30/04

9/30/04

12/31/04

3/31/05

6/30/05

9/30/05

12/31/05

CRE

Const./Land

Commercial

Corp. Finance

Matsco/GBC

All Other

$49

$42

$59

$44

($ in millions)

$53

$88*

$73*

$68*

Includes

single

borrowing

relationship

representing

$41.6MM

6/30/05,

$36.6MM

9/30/05

and

$33.3MM

12/31/05.

Allowance and Charge-Off Levels

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

GBBK Annualized Net Charge-Off Rate

GBBK Allowance as % of Loans

Peer Allowance as % of Loans

Strong Financial Indicators

Capital Strength

13.2%

11.9%

10.3%

7.0%

2005

14.3%

14.1%

10.0%

Total Risk-Based Capital

13.0%

12.9%

6.0%

Tier 1 Risk-Based Capital

10.7%

10.0%

5.0%

Leverage Ratio

7.7%

7.1%

n/a

Tang.Equity/Tang. Assets (1)

2004

2003

Regulatory Well-

Capitalized Standard

Capital Ratios

(1) Common equity plus preferred stock less intangible assets divided by tangible assets.

4.29%

4.45%

5.29%

5.56%

4.86%

4.52%

4.20%

4.36%

4.35%

4.37%

6.00%

5.75%

8.50%

9.50%

5.00%

4.25%

4.00%

5.25%

6.75%

7.25%

10%

12/99

12/00

12/01

12/02

12/03

12/04

03/05

06/05

09/05

12/05

GBBK's Avg. Margin

Prime Rate

Net Interest Margin Levels

Interest Rate Risk Profile

•

Greater Bay is fundamentally neutral with current slight

bias to net asset-sensitive position.

•

Balance sheet actively managed to sustain slightly net

asset sensitive position

•

$1.9 billion of indexed loans that adjust with market

rate movements.

•

Restrained upward deposit pricing.

•

Wholesale financing duration extensions.

•

Investment portfolio continues to be managed for minimal

credit and controlled extension risk.

Quality Management

Experienced and Committed

Management Team

Stanford University, Bank of

America, EurekaBank

Peggy Hiraoka

Human Resources

ABD, Minet, COMPRO

Dan R. Francis

Insurance Brokerage

Wells Fargo, ATT Capital

Keith Wilton

Specialty Finance

Wells Fargo

Colleen M. Anderson

Community Banking

Cal Fed, OTS

Kenneth Shannon

Chief Risk Officer

Bank of America

James S. Westfall

Chief Financial Officer

Wells Fargo, Bank of America,

EurekaBank

Byron A. Scordelis

Chief Executive Officer

Experience

Name

Officer

Focus on the Future

2005 Accomplishments of Note

•

Continuation of solid and quality growth realized in specialty finance

and commercial insurance brokerage businesses.

•

Successful strategic insurance acquisition completed.

•

Expansion of GBC franchise sustained.

•

Community

bank

charter

consolidation

and

deposit

pricing

standardization

seamlessly

executed.

•

Repositioning of community bank asset portfolio proceeding in concert

with stated objectives.

•

Balance migration from CRE to construction.

•

BDO initiative established and growing.

•

Key

risk

and

control

metrics

favorably

reflect

devotion

focus

and

resources.

•

Credit quality trends sustainably

strengthening.

•

SOX compliance efforts consistent with control-based ethic.

Key Objectives

•

Restore and drive top-line revenue growth.

•

Quality loan and deposit growth in target product types

and client profiles.

•

Focus on C&I, construction, and specialty finance

asset areas.

•

Continued acceleration of insurance and other fee

revenue sources.

•

Redoubled focus on pricing disciplines.

•

Achieve and sustain increased cost efficiency.

•

Rationalize responsibilities and structures.

•

Realize growth without added recurring cost.

Key Objectives

•

Pursue expansion of all

existing business lines.

•

Be regarded as “best of breed”

in all control endeavors.

•

Regulatory, compliance, accounting, SOX, and

enterprise-wide risk management.

•

Portfolio concentration and credit quality.

•

Interest-rate risk management.

•

Be an active force for positive change in the communities

that we serve.

Outlook for 2006

Our full year guidance for 2006 is as follows:

•

Core

Loan

Growth

–

based

the

current

forecast

moderate

economic

growth

our

primary

market

area

coupled

with

planned

increase

our

lending

and

relationship

management

staff,

anticipate

core

loan

portfolio

growth

the

mid

high

single

digit

range,

with

this

growth

concentrated

the

second

half

the

year.

•

Core

Deposit

Growth

–

anticipate

core

deposit

growth

the

mid

single

digits,

and

intend

adjust

our

use

institutional

time

deposits

and

other

non-

relationship

funding

sources

meet

funding

needs

not

satisfied

core

deposit

and

capital

funding

sources.

•

Credit

Quality

–

based

our

continued

aggressive

credit

risk

management

and

the

current

economic

outlook,

anticipate

net

charge-offs

from

basis

points to

basis

points

average

loans

outstanding.

•

Net

Interest

Margin

–

based

the

Company’s

anticipated

core

loan

and

deposit

growth

and

its

slightly

net

asset

interest

rate

sensitivity

position,

expect

the

margin

fluctuate

the

4.20%

4.40%

range.

Focus on Shareholder Value

GBBK Share Price Performance

100%

200%

300%

400%

500%

600%

700%

800%

GBBK

S&P Bank Index

S&P 500

Nasdaq Bank Index

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