<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended March 31, 2000.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
__________________________________
Commission File Number 000-24445
__________________________________
COLORADO BUSINESS BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-0826324
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
821 l7th Street
Denver, CO 80202
(Address of principal executive offices) (Zip Code)
(303) 293-2265
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
There were 6,705,290 shares of the registrant's Common Stock, $0.01 par value
per share, outstanding as of May 12, 2000.
<PAGE>
COLORADO BUSINESS BANKSHARES, INC.
PART I. FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Changes in Securities and Use of Proceeds None
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a Vote of Security Holders None
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
<PAGE>
COLORADO BUSINESS BANKSHARES, INC.
Consolidated Statements of Condition
March 31, 2000 (unaudited) and December 31, 1999
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------ ------------
(unaudited)
ASSETS
<S> <C> <C>
Cash and due from banks $ 22,870,000 $ 18,687,000
Federal funds sold 8,500,000 -
------------ ------------
Total cash and cash equivalents 31,370,000 18,687,000
------------ ------------
Investment securities available for sale (cost of $97,398,000 (unaudited) and
$102,949,000, respectively) 96,029,000 101,456,000
Investment securities held to maturity (fair value of $5,540,000 (unaudited) and
$5,648,000, respectively) 5,519,000 5,620,000
Other investments 3,350,000 2,845,000
------------ ------------
Total investments 104,898,000 109,921,000
------------ ------------
Loans and leases, net 358,709,000 346,094,000
Excess of cost over fair value of net assets acquired, net 4,133,000 4,243,000
Investment in operating leases 3,550,000 4,047,000
Premises and equipment, net 3,397,000 3,606,000
Accrued interest receivable 2,496,000 2,167,000
Deferred income taxes 2,222,000 2,192,000
Other 1,151,000 1,052,000
------------ ------------
TOTAL ASSETS $511,926,000 $492,009,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits:
Demand $115,983,000 $106,492,000
NOW and money market 170,693,000 148,685,000
Savings 5,938,000 5,896,000
Certificates of deposit 126,694,000 122,256,000
------------ ------------
Total deposits 419,308,000 383,329,000
Federal funds purchased - 1,300,000
Securities sold under agreements to repurchase 36,736,000 33,053,000
Advances from Federal Home Loan Bank 10,980,000 30,980,000
Other liabilities 3,244,000 2,996,000
------------ ------------
Total liabilities 470,268,000 451,658,000
Shareholders' Equity:
Common, $.01 par value; 25,000,000 shares authorized; 6,705,290
issued and outstanding 67,000 67,000
Additional paid-in capital 30,067,000 29,994,000
Retained earnings 12,382,000 11,224,000
Accumulated other comprehensive loss, net of income tax
of ($511,000) (unaudited) and ($559,000), respectively (858,000) (934,000)
------------ ------------
Total shareholders' equity 41,658,000 40,351,000
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $511,926,000 $492,009,000
============ ============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
1
<PAGE>
COLORADO BUSINESS BANKSHARES, INC.
Consolidated Statements of Income and Comprehensive Income
For the Three Months Ended March 31, 2000 and 1999
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------------
2000 1999
----------- -----------
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans and leases $ 8,388,000 $ 5,384,000
Interest on investments 1,739,000 1,531,000
----------- -----------
Total interest income 10,127,000 6,915,000
INTEREST EXPENSE:
Interest on deposits 3,245,000 1,746,000
Interest on short-term borrowings and FHLB advances 861,000 650,000
----------- -----------
Total interest expense 4,106,000 2,396,000
NET INTEREST INCOME BEFORE PROVISION FOR
LOAN AND LEASE LOSSES 6,021,000 4,519,000
Provision for loan and lease losses 573,000 303,000
----------- -----------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN AND LEASE LOSSES 5,448,000 4,216,000
----------- -----------
OTHER INCOME:
Service charges 283,000 256,000
Operating lease income 529,000 587,000
Other income 328,000 231,000
Gain on sale of securities - 44,000
----------- -----------
Total other income 1,140,000 1,118,000
----------- -----------
OTHER EXPENSE:
Salaries and employee benefits 2,165,000 1,938,000
Occupancy expenses, premises and equipment 784,000 581,000
Depreciation on leases 434,000 496,000
Amortization of intangibles 111,000 110,000
Other 603,000 582,000
----------- -----------
Total other expense 4,097,000 3,707,000
----------- -----------
INCOME BEFORE INCOME TAXES 2,491,000 1,627,000
Provision for income taxes 997,000 620,000
----------- -----------
NET INCOME $ 1,494,000 $ 1,007,000
=========== ===========
UNREALIZED APPRECIATION (DEPRECIATION) ON
AVAILABLE FOR SALE SECURITIES, net of tax 76,000 (88,000)
----------- -----------
COMPREHENSIVE INCOME $ 1,570,000 $ 919,000
=========== ===========
EARNINGS PER SHARE:
Basic $ 0.22 $ 0.15
=========== ===========
Diluted $ 0.22 $ 0.15
=========== ===========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
COLORADO BUSINESS BANKSHARES, INC.
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2000 and 1999
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,494,000 $ 1,007,000
Adjustments to reconcile net income to net cash provided
by and used in operating activities:
Net amortization of securities 19,000 77,000
Depreciation and amortization 826,000 833,000
Provision for loan and lease losses 573,000 303,000
Deferred income taxes (75,000) 18,000
Gain on sale of securities - (44,000)
Loss (gain) on sale of premises and equipment (3,000) (28,000)
Changes in:
Accrued interest receivable (329,000) (181,000)
Other assets (99,000) 48,000
Accrued interest and other liabilities 248,000 537,000
------------ ------------
Net cash provided by and used in operating activities 2,654,000 2,570,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Net change in other investments (505,000) (31,000)
Purchase of available for sale securities - (10,000,000)
Proceeds from maturities of held to maturity securities 97,000 1,071,000
Proceeds from maturities and sale of available for
sale securities 5,531,000 20,156,000
Loan and lease originations and repayments, net (13,209,000) (21,249,000)
Purchase of premises and equipment (104,000) (317,000)
Proceeds from sale of premises and equipment 120,000 98,000
------------ ------------
Net cash used in investing activities (8,070,000) (10,272,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand, NOW, money market,
and savings accounts 31,541,000 2,533,000
Net increase (decrease) in certificates of deposit 4,438,000 11,633,000
Net decrease in federal funds purchased (1,300,000) (3,500,000)
Net increase in securities sold under agreements
to repurchase 3,683,000 11,498,000
Advances from Federal Home Loan Bank 30,800,000 -
Repayments of Federal Home Loan Bank advances (50,800,000) (9,000,000)
Proceeds from exercise of stock options 73,000 -
Dividends paid on common stock (336,000) -
------------ ------------
Net cash provided by financing activities 18,099,000 13,164,000
NET INCREASE IN CASH AND CASH
EQUIVALENTS 12,683,000 5,462,000
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 18,687,000 20,058,000
------------ ------------
CASH AND CASH EQUIVALENTS, END OF
PERIOD $ 31,370,000 $ 25,520,000
============ ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
Colorado Business Bankshares, Inc. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
(Unaudited)
1. Consolidated Condensed Financial Statements
The accompanying consolidated condensed financial statements are unaudited
and include the accounts of Colorado Business Bankshares, Inc. ("Parent"), its
wholly owned subsidiary, Colorado Business Bank, N.A. ("Bank"), and its 80%
owned equipment leasing subsidiary, Colorado Business Leasing, Inc. ("Leasing"),
collectively referred to as the "Company".
The consolidated condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information including the instructions to Form 10-
Q. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments (consisting only of normally recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three months ended March 31, 2000 are not necessarily indicative of the results
that may be expected for the full year ending December 31, 2000.
Intercompany accounts and transactions have been eliminated. These
financial statements and notes thereto should be read in conjunction with, and
are qualified in their entirety by reference to, the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1999, as filed with the Securities
and Exchange Commission on March 30, 2000.
Certain reclassifications have been made to the 1999 financial statements
to conform to the 2000 presentation.
4
<PAGE>
2. Earnings per Common Share
Income available to common shareholders and the weighted average shares
outstanding used in the calculation of Basic and Diluted Earnings Per Share are
as follows:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------------------
2000 1999
------------------ ------------------
<S> <C> <C>
Net income $ 1,494,000 $ 1,007,000
Less: Preferred stock dividends - -
------------------ ------------------
Income available to common shareholders $ 1,494,000 $ 1,007,000
================== ==================
Weighted average shares outstanding -
basic earnings per share 6,698,118 6,673,481
Effect of dilutive securities - stock options 177,625 190,822
------------------ ------------------
Weighted average shares outstanding -
diluted earnings per share 6,875,743 6,864,303
================== ==================
Earnings per common share - Diluted $ 0.22 $ 0.15
================== ==================
</TABLE>
3. Recent Accounting Pronouncements
SFAS No. 133, "Accounts for Derivative Instruments and Hedging Activities,"
establishes accounting and reporting standards for derivative instruments and
hedging activities and requires recognition of all derivatives as either assets
or liabilities measured at fair value. The accounting for changes in fair value
of a derivative depends on the intended use of the derivative and the resulting
designation. The statement is required for the year 2001. The adoption of SFAS
No. 133 is not expected to have a material effect on the consolidated financial
statements.
4. Comprehensive Income (Loss)
Comprehensive income (loss) is the total of (1) net income plus (2) all
other changes in net assets arising from non-owner sources, which are referred
to as other comprehensive income (loss). Presented below are the changes in
other comprehensive income (loss) for the periods indicated.
5
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------------
2000 1999
--------------- ----------------
<S> <C> <C>
Other comprehensive income (loss), before tax:
Unrealized gain (loss) on available for sale
securities arising during the period $ 121,000 $ (140,000)
Reclassification adjustment for (gains) losses
arising during the period - -
--------------- ----------------
Other comprehensive income (loss), before tax 121,000 (140,000)
Tax (expense) benefit related to items of
other comprehensive income (loss) (45,000) 52,000
--------------- ----------------
Other comprehensive income (loss), net of tax $ 76,000 $ (88,000)
=============== ================
</TABLE>
5. Segments
The Company's principal activities include Commercial Banking and Equipment
Leasing. The Commercial Banking segment offers a broad range of banking
products and services, including credit, cash management, investment, deposit
and trust products. The Equipment Leasing segment offers leasing programs for
computers, telecommunications equipment, telephone systems, business furniture,
manufacturing equipment, materials handling equipment and other capital
equipment.
The financial information for each business segment reflects that
information which is specifically identifiable or which is allocated based on an
internal allocation method. The allocation has been consistently applied for
all periods presented. Revenues from affiliated transactions, principally the
Commercial Banking division's funding of Equipment Leasing activity, are
generally charged at the Commercial Banking division's marginal cost of funds.
Results of operations and selected financial information by operating
segment are as follows:
6
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------------
2000 1999
------------------ ------------------
<S> <C> <C>
Total interest income:
Commercial Banking $ 10,090 $ 6,924
Equipment Leasing 442 287
All other 4 6
Eliminations (409) (302)
------------------ ------------------
Consolidated $ 10,127 $ 6,915
================== ==================
Total interest expense:
Commercial Banking $ 4,106 $ 2,392
Equipment Leasing 409 306
All other - -
Eliminations (409) (302)
------------------ ------------------
Consolidated $ 4,106 $ 2,396
================== ==================
Other noninterest income:
Commercial Banking $ 560 $ 485
Equipment Leasing 586 632
All other 1,776 1,240
Eliminations (1,782) (1,239)
------------------ ------------------
Consolidated $ 1,140 $ 1,118
================== ==================
Net Income:
Commercial Banking $ 1,659 $ 1,058
Equipment Leasing (109) (13)
All other 1,495 1,007
Eliminations (1,551) (1,045)
------------------ ------------------
Consolidated $ 1,494 $ 1,007
================== ==================
</TABLE>
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Consolidated Condensed Balance Sheets
The Company's total assets increased by $19.9 million to $511.9 million as
of March 31, 2000, from $492.0 million as of December 31, 1999. A robust
Colorado economy continues to fuel the Company's strong loan growth,
particularly in the Boulder, Denver, Edwards, and West Metropolitan Denver
("West Metro") markets. In the first three months of 2000, the loan and lease
portfolio (net) increased by $12.6 million, from $346.1 million at December 31,
1999, to $358.7 million as of March 31, 2000. Investment securities were $104.9
million as of March 31, 2000, compared to $109.9 million as of December 31,
1999. The decrease in the investment portfolio is the result of the Company
utilizing its funding resources to support loan demand, rather than investment
purchases.
Deposits increased by $36.0 million to $419.3 million as of March 31, 2000,
from $383.3 million as of December 31, 1999. Noninterest-bearing deposits
increased by $9.5 million, and interest-bearing deposits increased by $26.5
million. Low-cost demand deposits comprised 28% of total deposits as of March
31, 2000. Federal funds purchased and securities sold under agreements to
repurchase increased by $2.4 million in the first three months of 2000 to $36.7
million. The balance at March 31, 2000 represents repurchase agreements
transacted on behalf of the Company's customers and is not considered a
wholesale borrowing source.
Results of Operations
Overview
Net earnings available to common shareholders was $1,494,000 for the
quarter ended March 31, 2000, compared with $1,007,000 for the quarter ended
March 31, 1999, an increase of 48%. Earnings per share on a fully diluted basis
for the first quarter was $0.22, versus $0.15 for the same period a year ago, an
increase of 47%.
On an operating basis, before the amortization of goodwill, consolidated
net income available to common shareholders for the three months ended March 31,
2000 and 1999, was $1,604,000 and $1,116,000, or $0.23 and $0.16 per diluted
share, respectively. Return on average tangible assets was 1.29% in the first
quarter of 2000, compared with 1.23% in the first quarter of 1999. Return on
average tangible common shareholders' equity was 17.54% for the quarter ended
March 31, 2000, versus 13.67% for the quarter ended March 31, 1999.
The following table presents condensed statements of income for the Company
for the three months ended March 31, 2000 and March 31, 1999.
8
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended March 31,
-------------------------------------------------------
Increase (Decrease)
---------------------------
2000 1999 Amount %
------------- ------------- ------------- -------------
(dollars in thousands)
<S> <C> <C> <C> <C>
Interest income $ 10,127 $ 6,915 $ 3,212 46.4%
Interest expense 4,106 2,396 1,710 71.4%
------------- ------------- -------------
Net interest income before provision for loan and
lease losses 6,021 4,519 1,502 33.2%
Provision for loan and lease losses 573 303 270 89.1%
------------- ------------- -------------
Net interest income after provision for loan and
lease losses 5,448 4,216 1,232 29.2%
Noninterest income 1,140 1,118 22 2.0%
Noninterest expense 4,097 3,707 390 10.5%
------------- ------------- -------------
Income before income taxes 2,491 1,627 864 53.1%
Provision for income taxes 997 620 377 60.8%
------------- ------------- -------------
Net income $ 1,494 $ 1,007 $ 487 48.4%
============= ============= =============
</TABLE>
Net Interest Income
Net interest income before provision for loan and lease losses was $6.0
million for the quarter ended March 31, 2000, an increase of $1.5 million, or
33%, compared with the quarter ended March 31, 1999. Yields on the Company's
interest-earning assets improved by 57 basis points to 8.65% for the three
months ended March 31, 2000, from 8.08% for the three months ended March 31,
1999. Yields paid on interest-bearing liabilities increased by 74 basis points
during this same period. The net interest margin was 5.23% for the quarter ended
March 31, 2000, down from 5.35% for the quarter ended March 31, 1999.
Contributing to the decrease in the net interest margin was heightened
competition for customer deposits, which resulted in higher yields on interest-
bearing deposits. Although the growth of the Company's average earning assets
helped mitigate the margin compression, continued increases in interest rates
could adversely affect both our cost of funds and loan originations, resulting
in lower net interest margins in future operating periods. Average earning
assets increased by 35% to $462.8 million for the first quarter of 2000, from
$342.4 million for the first quarter of 1999.
The following tables set forth the average amounts outstanding for each
category of interest-earning assets and interest-bearing liabilities, the
interest earned or paid on such amounts and the average rate earned or paid for
the quarters ended March 31, 2000 and 1999.
9
<PAGE>
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------------------------------------------------
2000 1999
--------------------------------- -----------------------------------
Interest Average Interest Average
Average earned yield Average earned yield
balance or paid or cost (1) balance or paid or cost (1)
----------- ---------- ---------- --------- ---------- -----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Federal funds sold $ 1,658 $ 23 5.49% $ 3,631 $ 42 4.63%
Investment securities (2) 107,446 1,716 6.32% 104,275 1,489 5.71%
Loans and leases (3) 358,445 8,388 9.26% 237,830 5,384 9.06%
Allowance for loan and lease losses (4,703) - 0.00% (3,350) - 0.00%
----------- ---------- --------- ----------
Total interest-earning assets 462,846 10,127 8.66% 342,386 6,915 8.08%
Noninterest-earning assets:
Cash and due from banks 22,816 15,806
Other 16,902 15,126
----------- ---------
Total assets $ 502,564 $ 373,318
=========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
NOW and money market accounts $ 153,543 $ 1,503 3.94% $ 104,325 $ 766 2.98%
Savings 6,015 33 2.21% 7,026 38 2.19%
Certificates of deposit:
Under $100,000 24,454 326 5.36% 30,280 379 5.08%
$100,000 and over 100,431 1,383 5.54% 45,128 563 5.06%
----------- ---------- --------- ----------
Total interest-bearing deposits 284,443 3,245 4.59% 186,759 1,746 3.79%
Short-term borrowings:
Securities and loans sold under agreements to
repurchase and federal funds purchased 37,144 458 4.88% 39,825 420 4.22%
FHLB advances and notes payable 27,566 403 5.78% 17,471 230 5.27%
----------- ---------- --------- ----------
Total interest-bearing liabilities 349,153 4,106 4.71% 244,055 2,396 3.97%
Noninterest-bearing demand accounts 110,516 89,721
----------- ---------
Total deposits and interest-bearing
liability 459,669 333,776
Other noninterest-bearing liabilities 1,927 1,797
----------- ---------
Total liabilities 461,596 335,573
Shareholders' equity 40,968 37,745
----------- ---------
Total liabilities and shareholders'
equity $ 502,564 $ 373,318
=========== =========
Net interest income $ 6,021 $ 4,519
========== ==========
Net interest spread 3.94% 4.11%
Net interest margin 5.23% 5.35%
Ratio of average interest-bearing assets to
average interest-bearing liabilities 132.56% 140.29%
</TABLE>
- --------------------------------------------------------------------------------
(1) Average yield or cost for the three months ended March 31, 2000 and 1999
has been annualized and is not necessarily indicative of results for the
entire year.
(2) Yields do not include adjustments for tax-exempt interest because the
amount of such interest is not material.
(3) Loan fees included in interest income are not material. Nonaccrual loans
and leases are included in average loans and leases outstanding.
10
<PAGE>
Noninterest Income
The Company reported a modest increase in noninterest income for the first
quarter of 2000. Total noninterest income was $1,140,000 for the three months
ended March 31, 2000, compared to $1,118,000 for the three months ended March
31, 1999. The increase was primarily attributable to growth in deposit service
charges, trust fees, and other banking service related fees. Historically,
increases in deposit service charges have not corresponded with the growth in
deposit balances. This is due to the Company offering its customers the choice
of either paying for services in cash or by maintaining additional non-interest
bearing account balances.
Offsetting the increase in service charges and trust revenues was a
decrease in operating lease rentals. This was the result of Colorado Business
Leasing concentrating its marketing efforts in 2000 on originating direct
finance leases, rather than operating leases. Net investment in operating
leases was $3.6 million at March 31, 2000, compared to $4.0 million at March 31,
1999.
During the first quarter of 1999, the Company realized gains of $44,000 on
the sale on investment securities. There were no sales of investment securities
during the same period in 2000.
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------------------------------------
Increase (Decrease)
----------------------------
2000 1999 Amount %
-------------- ------------- ------------- -------------
(in thousands)
<S> <C> <C> <C> <C>
Deposit service charges $ 283 $ 256 $ 27 10.5%
Operating lease income 529 587 (58) -9.9%
Other loan fees 49 79 (30) -38.0%
Trust income 119 48 71 147.9%
Other income 157 76 81 106.6%
Gain on sale of other assets 3 28 (25) -89.3%
Gain on sale of securities - 44 (44) -100.0%
-------------- ------------- -------------
Total other income $ 1,140 $ 1,118 $ 22 2.0%
============== ============= =============
</TABLE>
Noninterest Expense
Total noninterest expense increased by $390,000 to $4,097,000 for the three
months ended March 31, 2000, up from $3,707,000 for the three months ended March
31, 1999. During this period, however, the efficiency ratio before goodwill
amortization improved to 56% for the quarter ended March 31, 2000, down from 65%
for the comparable period in 1999. The improvement in the efficiency ratio is
the result of revenues growing at a faster rate than expenses.
The increases in noninterest expenses reflect the Company's ongoing
investment in personnel, technology and office space needed to accommodate
internal growth. In the second quarter of 1999, the Company's Boulder bank
relocated to a larger leased facility. In addition, a second Boulder location
was added in May 1999, and the Edwards location opened in June 1999.
11
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------------------------------
Increase (Decrease)
-----------------------
2000 1999 Amount %
--------- ---------- --------- --------
(in thousands)
<S> <C> <C> <C> <C>
Salaries and employee benefits $ 2,165 $ 1,938 $ 227 11.7%
Occupancy expenses, premises and equipment 784 581 203 34.9%
Depreciation on leases 434 496 (62) -12.5%
Amortization of intangibles 111 110 1 0.9%
Other operating expenses 603 582 21 3.6%
--------- ---------- ---------
Total other expense $ 4,097 $ 3,707 $ 390 10.5%
========= ========== =========
Efficiency ratio 57.2% 66.6%
Efficiency ratio without goodwill 55.7% 64.7%
</TABLE>
Provision and Allowance for Loan and Lease Losses
The provision for loan and lease losses increased by $270,000 to $573,000
for the three months ended March 31, 2000, up from $303,000 for the three months
ended March 31, 1999. This increase was due to the increase in total loans and
leases outstanding and is not reflective of a deterioration of credit quality.
Key indicators of asset quality have remained favorable, while average
outstanding loan amounts have increased to $358.4 million for the first three
months of 2000, up from $237.8 million for the first three months of 1999. As of
March 31, 2000, the allowance for loan and lease losses amounted to $4.9
million, or 1.34% of total loans and leases.
The allowance for loan and lease losses represents management's recognition
of the risks of extending credit and its evaluation of the quality of the loan
and lease portfolio. The Company maintains an allowance for loan losses based
upon a number of factors, including, among others, the amount of problem loans
and leases, general economic conditions, historical loss experience, and the
evaluation of the underlying collateral and holding and disposal costs. In
addition to unallocated allowances, specific allowances are provided for
individual loans when ultimate collection is considered questionable by
management after reviewing the current status of those loans that are
contractually past due and considering the net realizable value of the
collateral for the loans. Management actively monitors the Company's asset
quality and will charge-off loans against the allowance for loan and lease
losses when appropriate and will provide specific loss allowances when
necessary. Although management believes it uses the best information available
to make determinations with respect to the allowance for loan losses, future
adjustments may be necessary if economic conditions differ from the assumptions
used in making the initial determinations. In addition, the determination of
the allowance for loan and lease losses is subject to review by the Company's
regulators, as part of the routine examination process, which may result in the
establishment of additional reserves based upon their judgment of information
available to them at the time of their examination. The following table
presents, for the periods indicated, an analysis of the allowance for loan and
lease losses and other related data.
12
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended Year Ended Three Months Ended
March 31, December 31, March 31,
2000 1999 1999
--------------------- --------------------- ---------------------
(dollars in thousands)
<S> <C> <C> <C>
Balance of allowance for loan and lease
losses at beginning of period $ 4,585 $ 3,271 $ 3,271
--------------------- --------------------- ---------------------
Charge-offs:
Commercial 107 100 55
Real estate - mortgage - - -
Real estate - construction - 5 4
Consumer 2 80 20
Direct financing leases 209 - -
--------------------- --------------------- ---------------------
Total charge-offs 318 185 79
--------------------- --------------------- ---------------------
Recoveries:
Commercial 14 24 3
Real estate - mortgage - - -
Real estate - construction - - -
Consumer 1 2 -
Direct financing leases - - -
--------------------- --------------------- ---------------------
Total recoveries 15 26 3
--------------------- --------------------- ---------------------
Net charge-offs (303) (159) (76)
Provisions for loan and lease losses
charged to operations 573 1,473 303
--------------------- --------------------- ---------------------
Balance of allowance for loan and lease
losses at end of period $ 4,855 $ 4,585 $ 3,498
===================== ===================== =====================
Ratio of net charge-offs to average
loans and leases (1) ( .32%) ( .06%) ( .13%)
Average loans and leases outstanding during
the period $ 358,445 $ 281,796 $ 237,830
===================== ===================== =====================
</TABLE>
(1) The ratios for the three months ended March 31, 2000 and 1999 have been
annualized and are not necessarily indicative of the results for the entire
year.
Nonperforming Assets
The Company's nonperforming assets consist of nonaccrual loans and leases,
restructured loans and leases, past due loans and leases, repossessed assets and
other real estate owned. Nonperforming assets were $794,000 as of March 31,
2000, compared with $683,000 as of December 31, 1999 and $514,000 as of March
31, 1999. The following table presents information regarding nonperforming
assets as of the dates indicated:
13
<PAGE>
<TABLE>
<CAPTION>
At March 31, At December 31, At March 31,
2000 1999 1999
-------------- ----------------- --------------
(in thousands)
<S> <C> <C> <C>
Nonperforming loans and leases:
Loans and leases 90 days or more delinquent and still accruing
interest $ 2 $ 49 $ -
Nonaccrual loans and leases 692 634 514
Restructured loans and leases - - -
-------------- ----------------- --------------
Total nonperforming loans and leases 694 683 514
Real estate acquired by foreclosure - - -
Repossessed assets 100 - -
-------------- ----------------- --------------
Total nonperforming assets $ 794 $ 683 $ 514
============== ================= ==============
Allowance for loan and lease losses $ 4,855 $ 4,585 $ 3,498
============== ================= ==============
Ratio of nonperforming assets to total assets 0.16% 0.14% 0.13%
Ratio of nonperforming loans and leases to total loans and leases 0.19 0.19 0.21
Ratio of allowance for loan and lease losses to total loans and
leases 1.34 1.31 1.41
Ratio of allowance for loan and lease losses to nonperforming loans
and leases 699.57 671.30 680.54
</TABLE>
Liquidity and Capital Resources
The Company's liquidity management objective is to ensure its ability to
satisfy the cash flow requirements of depositors and borrowers and to allow the
Company to sustain its operations. Historically, the Company's primary source
of funds has been customer deposits. Scheduled loan and lease repayments are a
relatively stable source of funds, while deposit inflows and unscheduled loan
and lease prepayments, which are influenced by fluctuations in general level of
interest rates, returns available on other investments, competition, economic
conditions and other factors, are relatively unstable. Borrowings may be used
on a short-term basis to compensate for reductions in other sources of funds
(such as deposit inflows at less than projected levels). Company borrowings may
also be used on a longer term basis to support expanded lending activities and
to match the maturity or repricing intervals of assets.
The Company uses various forms of short-term borrowings for cash management
and liquidity purposes on a limited basis. These forms of borrowings include
federal funds purchases, securities sold under agreements to repurchase, the
State of Colorado Treasury's Time Deposit program, and borrowings from the
Federal Home Loan Bank of Topeka ("FHLB"). The Bank has approved federal funds
purchase lines with six other banks with an aggregate credit line of $49
million. In addition, the Bank may apply for up to $16 million of State of
Colorado time deposits. The Bank also has available a $153 million line of
credit from the FHLB. Borrowings under the FHLB line are required to be secured
by unpledged securities and qualifying loans. At March 31, 2000, the Company
had $62.2 million in unpledged securities and loans available to collateralize
FHLB borrowings and securities sold under agreements to repurchase.
14
<PAGE>
Although the Company has been able to finance its activities to date
through a variety of sources, including internally generated funds, borrowings
and sales of its common stock, the Company is exploring public and/or private
borrowings that would provide it with a significant increase in liquidity and
capital to permit additional growth.
During the first three months of 2000, cash and cash equivalents increased
by $12.7 million. This increase was primarily the result of $18.1 million in
cash provided by financing activities (mainly customer deposits, net of
repayments of FHLB advances). Offsetting this increase was cash used in
investing activities of $8.1 million (mainly loan and lease originations) and
net cash of $2.7 million provided by operating activities.
During the first three months of 1999, cash and cash equivalents increased
by $5.5 million. This increase was primarily the result of $13.2 million in cash
provided by financing activities (mainly customer deposits and repurchase
agreements). Offsetting this increase was cash used in investing activities of
$10.3 million (mainly loan and lease originations) and net cash or $2.6 million
provided by operating activities.
Year 2000
No disruptions in systems, service to customers or operations of the
Company were experienced as a result of the year 2000, referring to the date
rollover from December 31, 1999 to January 1, 2000. The Year 2000 issue is the
result of computer programs being written using two digits rather than four to
define the applicable year. Any of the computer programs used by the Company
that have time-sensitive software could have recognized a date using "00" as the
year 1900 rather than the year 2000. This could have resulted in system failure
or miscalculations, had management not made the Year 2000 preparations disclosed
previously in its filings with the Securities and Exchange Commission. The
aggregate cost of the Y2K project since its commencement in 1998 for the Company
is estimated to be $1.9 million, of which $1.1 million has been charged against
earnings through March 31, 2000.
Forward Looking Statements
The discussion in this report contains forward-looking statements, which
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Although the Company believes that the
expectations reflected in the forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to be correct. The forward-
looking statements involve risks and uncertainties that affect the Company's
operations, financial performance and other factors as discussed in the
Company's filings with the Securities and Exchange Commission. These risks
include the impact of economic conditions and interest rates, loan and lease
losses, risks related to the execution of the Company's growth strategy, the
possible loss of key personnel, factors that could affect the Company's ability
to compete in its trade areas, changes in regulations and government policies
and other factors discussed in the Company's filing with the Securities and
Exchange Commission.
15
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.33 Employment Agreement, dated January 1, 2000, by and between Colorado
Business Bankshares, Inc. and Lyne Andrich.
10.34 Promissory note between American National Bank and Trust Company of
Chicago and Colorado Business Bankshares, Inc.
27.1 Financial Data Schedule as of March 31, 2000.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 31, 2000.
16
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
COLORADO BUSINESS BANKSHARES, INC.
Date: May 12, 2000 By: /s/ Steven Bangert
------------ ----------------------------------------------------
Steven Bangert, Chief Executive Officer and Chairman
Date: May 12, 2000 By: /s/ Richard J. Dalton
------------ -----------------------------------------------
Richard J. Dalton, Executive Vice President and
Chief Financial Officer
17
<PAGE>
EXHIBIT 10.33
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 1st
day of January, 2000 , by and between Colorado Business Bankshares, Inc., a
Colorado corporation ("Company"), and Lyne Andrich ("Employee'').
WITNESSETH:
WHEREAS, Employee desires to be employed by Company or one of its
subsidiaries and the parties desire to set forth certain conditions of
Employee's employment as hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
1. EMPLOYMENT. Company hereby agrees to employ Employee, and
----------
Employee hereby agrees to be employed by Company, as (a) Senior Vice President
and Controller of Company and (b) such other different executive capacities with
the Company, CBB or any other Company subsidiary as may be determined from time
to time by the Boards of Directors of Company, CBB or such other subsidiary.
2. RESPONSIBILITIES OF EMPLOYMENT. During the term of Employee's
------------------------------
employment, Employee:
(a) shall diligently and faithfully serve Company and its
subsidiaries in such executive capacities as may be determined from time to
time by the Boards of Directors of Company and its subsidiaries, and
Employee shall devote Employee's best efforts and entire business time,
services and attention to the advancement of Company's interests;
(b) shall not, without the prior written consent of the Board of
Directors of Company, engage in any other employment or business, directly
or indirectly, as a sole proprietor, a member of a partnership or limited
liability company, as a director, officer, employee or shareholder of a
corporation not affiliated with Company, or as a consultant or otherwise,
whether for compensation or otherwise, which could reasonably be expected to
or does interfere with Employee's performance of Employee's duties hereunder
or which business is in competition in any way with the business then being
conducted by Company and its subsidiaries; provided, however, that the
provisions of this subparagraph (b) shall not be deemed to prohibit
Employee's ownership of stock in any publicly owned corporation so long as
Employee's ownership, directly and indirectly, when aggregated with the
direct and indirect ownership of all members of Employee's family, does not
exceed one percent (1%.) of the total outstanding stock of such publicly
owned corporation, measured by reference to either market value or voting
power;
1
<PAGE>
(c) shall diligently and faithfully carry out the policies,
programs and directions of the Boards of Directors of Company and its
subsidiaries;
(d) shall fully cooperate with such other officers of Company and
its subsidiaries as may be elected or appointed by the Boards of Directors
of Company and its subsidiaries; and
(e) shall report to the appropriate executive officer of Company.
3. COMPENSATION. Company will compensate Employee for Employee's services
------------
during the term of this Agreement and Employee's employment hereunder as
follows:
(a) Basic Compensation. Company shall pay to Employee as a
------------------
minimum basic compensation the sum of seventy-one thousand dollars
($71,000.00) per year, payable in equal semi-monthly installments.
Employee's basic compensation may be increased from time to time in the sole
discretion of Company's Board of Directors.
(b) Benefits. Employee shall be entitled to participate in any
--------
and all other benefits from time to time afforded executive employees of
Company, including, without limitation, health, accident, hospitalization
and life insurance programs. Company shall additionally pay the monthly (not
initial or initiation) dues for Employee at community or business related
clubs or activities to be agreed upon by Employee and Company.
(c) Reimbursement of Expenses. Employee shall be entitled to
-------------------------
reimbursement of ordinary and necessary out-of-pocket expenses reasonably
incurred by Employee on behalf of Company in the course of performing
Employee's duties hereunder, subject to Employee furnishing appropriate
documentation relative to such expenses in form and substance satisfactory
to Company.
(d) Vacations. Employee shall be entitled to four ( 4 ) weeks
---------
paid vacation each year, subject to Company's general vacation policy.
(e) Discretionary Bonus Plan. Company is in the process of
------------------------
developing a discretionary bonus plan for key executives. Employee shall be
entitled to participate in such discretionary bonus plan.
(f) Allocations. As Company and Employee intend that Employee may
-----------
be a dual employee of Company and one or more of its subsidiaries, Company
may allocate to one or more of its subsidiaries any portion of Employee's
basic and other compensation that Company and one or more of its
subsidiaries deem to be a lawful and appropriate allocation, but no such
allocation will relieve Company of any of its obligations to Employee under
this Agreement.
2
<PAGE>
4. TERM AND TERMINATION.
--------------------
(a) Term. The term of Employee's employment shall be a one (1) year term
-----
beginning on the date hereof. Upon expiration of the stated term of this
Agreement, Employee's employment with Company shall revert to the status of
employment at will and shall thereafter be subject to termination by either
party and at any time regardless of cause.
(b) Termination. Upon termination of this Agreement by Company, by
-----------
Employee or upon the death or disability of Employee, the rights and obligations
of Employee shall be as follows:
(i) Termination by Employee. In the event Employee elects to
-----------------------
terminate Employee's employment hereunder, this Agreement shall immediately
terminate without any further obligation on the part of Company, except that
Company shall pay to Employee such compensation pursuant to Paragraph 3
hereof as may be accrued and unpaid on the date of termination of
employment.
(ii) Termination by Company for Cause. If Employee's employment
--------------------------------
hereunder is terminated by Company for cause, this Agreement shall
immediately terminate without any further obligation on the part of Company,
except that Company shall pay to Employee such compensation pursuant to
Paragraph 3 hereof as may be accrued and unpaid on the date of such
termination of employment. For purposes of this Agreement, "cause" shall
mean willful failure or neglect of Employee to perform Employee's duties as
prescribed herein, the conviction of a felony, theft, embezzlement or
improper use of corporate funds by Employee, self dealing detrimental to
Company, any attempt to obtain any personal profit from any transaction in
which Company has an interest or any breach of the terms of Paragraphs 6 or
7 of this Agreement by Employee.
(ii) Termination by Company for Other Reasons. Company shall have the
----------------------------------------
right at any time to terminate Employee' s employment hereunder for any reason
by giving Employee written notice (which notice shall fix the date as of which
Employee's employment is to terminate) of its intention to do so. If Employee's
employment hereunder is terminated by Company other than for cause, Company
shall be obligated to pay Employee the severance benefits set forth in Paragraph
4(c) hereof.
(iii) Constructive Discharge. If Employee is ever constructively
----------------------
discharged, Employee may terminate this Agreement and Employee's employment
hereunder by delivering written notice to Company no later than thirty (30) days
before the effective date of termination. If Employee is constructively
discharged, Company shall be obligated to pay Employee the severance benefits
set forth in Paragraph 4(c) hereof. For purposes of the foregoing,
"constructive discharge" means the occurrence of any one or more of the
following: (i) Employee is removed from all of the offices described in
--------
Paragraph 1 hereof; (ii) Company fails to vest with or removes from Employee the
duties, responsibilities, authority or resources that Employee reasonably needs
to competently perform the duties of Employee's office; (iii) Company decreases
Employee's basic compensation or arbitrarily and capriciously decreases
Employee's bonus; or (iv) Company transfers
3
<PAGE>
Employee to a location outside the Denver metropolitan area; and in any of such
events, Company fails to cure any of the above within thirty (30) days after
Employee gives Company written notice of such breach.
(v) Termination Upon Change of Control. If a Change of Control occurs,
----------------------------------
Employee may terminate this Agreement and Employee's employment hereunder for
any reason within two (2) years after a Change of Control occurs by delivering
written notice of termination to Company or its successor no less than thirty
(30) days before the effective date of termination (any such notice by Employee
which can be construed as a notice under either Paragraph 4 (b) (iv) or this
Paragraph 4 (b) (v) shall be deemed a notice under this Paragraph 4 (b) (v). If
Employee so terminates, Company shall be obligated to pay Employee two (2) times
the severance benefits set forth in Paragraph 4 (c) hereof, with the exception
that the Paragraph 4(c)(ii) bonus component shall be based upon a full year and
not prorated to the date of Employee's termination.
(A) A "Change of Control" will be deemed to have occurred if: a) any person (as
such term is defined in Section 13 (d) or 14 (d) of the Securities Exchange Act
of 1934, as amended (the 111934 Act") other than a person who is a shareholder
of Company as of the date of this Agreement acquires beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the 1934 Act) of fifty
percent (50%) or more of the combined voting power of the then outstanding
voting securities of Company; or b) the individuals who were members of
Company's Board of Directors as of the date of this Agreement (the "Current
Board Members") cease for any reason to constitute a majority of the Board of
Directors of Company or its successor; however, if the election or the
nomination for election of any new director of Company or its successor is
approved by a vote of a majority of the individuals who are Current Board
Members, such new director shall, for the purposes of this paragraph, be
considered a Current Board Member; or c) Company's stockholders approve (1) a
merger or consolidation of Company or CBB and the stockholders of Company
immediately before such merger or consolidation do not, as a result of such
merger or consolidation, own, directly or indirectly, more than fifty percent
(50%) of the combined voting power of the then outstanding voting securities of
the entity resulting from such merger or consolidation in substantially the same
proportion as their ownership of the combined voting power of the outstanding
securities of Company immediately before such merger or consolidation; or (2) a
complete liquidation or dissolution or an agreement for the sale or other
disposition of all or substantially all of the assets or stock of Company or CBB
(provided that a complete liquidation or dissolution or the sale or other
disposition of all or substantially all the assets or stock of just CBB will be
deemed a "Change of Control", only if Employee is not offered a position with
Company or one of its subsidiaries with responsibilities, although not
necessarily the same title, and reporting requirements consistent with those
responsibilities and reporting requirements set forth in Paragraph 2 hereof).
(B) Notwithstanding and in lieu of Paragraph 4(b)(v)(A), a Change of
Control will not be deemed to have occurred: a) solely because fifty
percent (50%) or more of the combined voting power of the then
outstanding voting securities of Company are acquired by (1) a
trustee or other fiduciary holding securities under one or more
employee benefit
4
<PAGE>
plans maintained for employees of Company and its subsidiaries, or (2) any
person pursuant to the will or trust of any existing stockholder of Company, or
who is a member of the immediate family of such stockholder, or (3) any
corporation which, immediately prior to such acquisition, is owned directly or
indirectly by the stockholders in the same proportion as their ownership of
stock immediately prior to such acquisition; or b) if Employee agrees in writing
to waive a particular Change of Control for the purposes of this Agreement.
(vi) Termination Upon Employee's Disability. In the event Employee's
--------------------------------------
employment is terminated by Company due to Employee's disability, Company shall
be obligated to pay Employee the severance benefits set forth in Paragraph 4(c)
hereof. For purposes of the foregoing, "disability" shall mean Employee's
inability due to illness or other physical or mental disability to substantially
perform Employee's duties as prescribed herein for a period of sixty (60) days
within any consecutive six (6) month period, and any action to be taken
hereunder based on disability shall not be effective until the expiration of
such sixty (60) day period.
(vii) Termination Upon Employee's Death. In the event that Employee dies
---------------------------------
while employed by Company, then Company shall be obligated to pay Employee's
estate the severance benefits set forth in Paragraph 4(c) hereof.
(viii) Continuing Obligations of Employee. Notwithstanding anything to
-----------------------------------
the contrary contained herein, termination of this Agreement or Employee's
employment hereunder, for whatsoever reason or for no reason at all, by Employee
or otherwise, shall not be deemed in any way to affect Employee's obligations
under Paragraphs 6 and 7 of this Agreement, with respect to which Employee shall
remain bound.
(c) Severance Benefits. Provided Employee is in compliance with
------------------
Paragraph 4(b)(viii) hereof, Company will pay or provide the following severance
benefits to Employee in lieu of any separation payments otherwise provided upon
termination of employment under any other severance pay or similar plan or
policy of Company:
(i) Twelve (12) consecutive monthly payments each equal to one-twelfth
(1/12th) of Employee's annual basic compensation in effect immediately prior to
Employee's termination;
(ii) Twelve (12) consecutive monthly payments each equal to one-
twelfth (1/12th) of the higher of (a) Employee's discretionary bonus for the
previous calendar year, or (b) the average of Employee's discretionary bonus
for the previous three (3) calendar years (or such fewer calendar years as
Employee has been employed), in each case prorated to the date of Employee
termination.
(iii) For the twelve (12) month period following the date of termination
of Employee' s employment, Company will maintain in full force and effect for
the continued benefit of Employee each employee benefit plan in which Employee
was a participant immediately prior to the date of Employee's termination,
unless an essentially equivalent and no less favorable benefit is provided by a
subsequent employer at no additional cost to Employee. If the terms of any
employee benefit plan of Company do not permit continued participation by
Employee, then Company will arrange to provide to Employee (at Company' s cost)
a benefit
5
<PAGE>
substantially similar to and no less favorable than the benefit Employee was
entitled to receive under such plan at the end of the period of coverage. (This
provision specifically is not applicable to any car, car phone, parking and club
dues, which benefits, if any, end upon Employee's date of termination of
employment.)
(iv) For the twelve (12) month period following the date of termination
of Employee's employment, Company will treat Employee for all purposes as an
Employee under all of Company's retirement plans in which Employee was a
participant on the date of termination of Employee's employment or under which
Employee would become eligible during such twelve (12) month period (hereinafter
referred to collectively as the "Plan"). Benefits due to Employee under the Plan
shall be computed as if Employee had continued to be an Employee of Company for
the twelve (12) month period following termination of employment. If under the
terms of the Plan such continued coverage is not permitted, Company will pay to
Employee or Employee's estate a supplemental benefit in an amount which, when
added to the benefits that Employee is entitled to receive under the Plan, shall
equal the amount that Employee would have received under the Plan had Employee
remained an employee of Company during such twelve (12) month period.
(v) If any excise tax imposed under Internal Revenue Code Section 4999
or any successor provision, as amended after the date hereof, is due and owing
by Employee as a result of any amount paid or payable pursuant to this Paragraph
4 (c), Company shall indemnify and hold Employee harmless against all such
excise taxes and any interest, penalties or costs with respect thereto.
(vi) Company will be obligated to make all payments that become due to
Employee under this Paragraph 4 (c) whether or not Employee obtains other
employment following termination. The payments and other benefits provided for
in this Paragraph 4 (c) are intended to supplement any compensation or other
benefits that have accrued or vested with respect to Employee or Employee's
account as of the effective date of termination.
(vii) Company may elect to defer any payments that may become due to
Employee under this Paragraph 4(c) if, at the time the payments become due,
Company, CBB or any of Company's other subsidiaries is not in compliance with
any regulatory-mandated minimum capital requirements or if making the payments
would cause Company's, CBB's or any of Company's other subsidiaries' capital to
fall below such minimum capital requirements. In this event, Company will resume
making the payments as soon as it can do so without violating such minimum
capital requirements.
5. SALE OR REORGANIZATION OF COMPANY. This Agreement shall not
---------------------------------
restrict the sale, transfer, consolidation, liquidation, reorganization or
disposition of the assets of Company and to the extent that the business of
Company is conducted in another form or through another entity or entities, such
entity or entities shall be obligated to fulfill Company's obligations
hereunder.
6
<PAGE>
6. RESTRICTIVE COVENANT. It is mutually recognized and agreed that
--------------------
the services to be rendered pursuant to this Agreement by Employee are special,
unique and of extraordinary character. Therefore, as a condition to Company's
obligations hereunder, Employee agrees that without Company's prior written
consent, during the term of this Agreement and for a period ending on the first
anniversary of the date of termination of Employee's employment hereunder,
regardless of cause, Employee will not engage in any manner, directly or
indirectly, to solicit or induce any employee or agent of Company or any of its
subsidiaries to terminate employment with Company or any of its subsidiaries, as
the case may be, or solicit or induce any customer of Company or any of its
subsidiaries to become a customer of any person, firm, partnership, corporation,
trust or other entity that owns, controls or is a bank, savings and loan
association, credit union or similar financial institution. Furthermore,
Employee will at no time during or subsequent to the term of Employee's
employment by Company make any statements or take any actions which could
reasonably be expected to damage the reputation or business of Company. It is
further recognized and agreed that irreparable injury will result to Company,
its businesses and property in the event of a breach of this covenant by
Employee, that such injury would be difficult if not impossible to ascertain,
and therefore, any remedy at law for any breach by Employee of this covenant
will be inadequate and Company shall be entitled to temporary and permanent
injunctive relief without the necessity of proving actual damage to Company by
reason of any such breach. In addition, in the event of a breach of this
covenant by Employee, Company shall also be entitled to recover reasonable costs
and attorneys' fees incurred in connection with the enforcement of its rights
hereunder. Whenever used herein, Company shall be deemed to include any
successors or any other person or entity which may hereafter acquire the
business of Company or any of its subsidiaries. The foregoing notwithstanding,
should the assets of Company be disposed of in such a manner that no purchaser
thereof has acquired a going business, then Employee shall not be bound by the
covenants expressed in this paragraph.
7. TRADE SECRETS AND CONFIDENTIAL INFORMATION. Employee hereby
------------------------------------------
covenants and agrees that Employee will not, except as may be required in
connection with Employee's employment under this Agreement or compelled by any
judicial or administrative order, directly or indirectly, use or disclose to any
other person, firm or corporation, whether during or subsequent to the term of
Employee's employment by Company, irrespective of the time, manner or cause of
the termination of Employee's employment, any information of a proprietary
nature belonging to Company, or which could be reasonably expected to have an
adverse effect on Company, its businesses, property or financial condition,
including but not limited to records, data, documents, processes,
specifications, methods of operation, techniques and know-how, plans, policies,
customer lists, the names and addresses of suppliers or representatives,
investigations or other matters of any kind or description relating to the
products, services, suppliers, customers, sales or businesses of Company. All
records, files, documents, equipment and the like relating to Company's
businesses which Employee shall prepare, use or observe shall be and remain the
sole property of Company, and upon termination of this Agreement or Employee's
employment hereunder for any reason, Employee shall return to the possession of
Company any items of that nature and any copies thereof which Employee may have
in Employee's possession.
8. INDEMNITY.
---------
7
<PAGE>
(a) Indemnification. Company will indemnify Employee (and, upon
---------------
Employee's death, Employees heirs, executors and administrators) to the
fullest extent permitted by law against all expenses, including reasonable
attorneys' fees, court and investigative costs, judgments, fines and
amounts paid in settlement (collectively, "Expenses") reasonably incurred
by Employee in connection with or arising out of any pending, threatened or
completed action, suit or proceeding in which Employee may become involved
by reason of Employee having been an officer or director of Company or any
of its subsidiaries. The indemnification rights provided for herein are
not exclusive and will supplement any rights to indemnification that
Employee may have under any applicable bylaw or charter provision of
Company or any of its subsidiaries, or any resolution of Company or any of
its subsidiaries, or any applicable statute.
(b) Advancement of Expenses. In the event that Employee becomes a
-----------------------
party, or is threatened to be made a party, to any pending, threatened or
completed action, suit or proceeding for which Company or any of its
subsidiaries is permitted or required to indemnify Employee under this
Agreement, any applicable bylaw or charter provision of Company or any of
its subsidiaries, any resolution of Company or any of its subsidiaries, or
any applicable statute, Company will, to the fullest extent permitted by
law, advance all Expenses incurred by Employee in connection with the
investigation, defense, settlement or appeal of any threatened, pending or
completed action, suit or proceeding, subject to receipt by Company of a
written undertaking from Employee to reimburse Company for all Expenses
actually paid by Company to or on behalf of Employee in the event it shall
be ultimately determined that Company or any of its subsidiaries cannot
lawfully indemnify Employee for such Expenses, and to assign to Company all
rights of Employee to indemnification under any policy of directors' and
officers' liability insurance to the extent of the amount of Expenses
actually paid by Company to or on behalf of Employee.
(c) Litigation. Unless precluded by an actual or potential
----------
conflict of interest, Company will have the right to recommend counsel to
Employee to represent Employee in connection with any claim covered by this
Section 8. Further, Employee's choice of counsel, Employee's decision to
contest or settle any such claim, and the terms and amount of the
settlement of any such claim will be subject to Company's prior reasonable
approval in writing.
9. ARBITRATION. Any disputes arising out of this Agreement or
-----------
connected with Employee's employment shall be submitted by Employee and Company
to arbitration by the American Arbitration Association or its successor, and the
determination of the American Arbitration Association or its successor shall be
final and absolute. The arbitrator shall be governed by the duly promulgated
rules and regulations of the American Arbitration Association or its successor,
and the pertinent provisions of the laws of the State of Colorado relating to
arbitration. The decision of the arbitrator may be entered as a judgment in any
court in the State of Colorado or elsewhere. The prevailing party shall be
entitled to receive reasonable attorneys' fees incurred in connection with such
arbitration in addition to such other costs and expenses as the arbitrators may
award.
8
<PAGE>
10. INTERPRETATION. This Agreement shall be construed in accordance
--------------
with the internal laws of the State of Colorado. The titles of the paragraphs
have been inserted as a matter of convenience of reference only and shall not be
construed to control or affect the meaning or construction of this Agreement.
11. SEVERABILITY. In the event that any portion of this Agreement is
------------
found to be in violation of or conflict with any federal or state law, the
parties agree that said portion shall be modified only to the extent necessary
to enable it to comply with such law.
12. ASSIGNMENT. This Agreement shall not be assignable by Employee, but
shall be binding upon and inure to the benefit of the heirs, successors and
assigns of Employee and Company.
13. NOTICES. All notices or other communications in connection with
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered, sent by professional courier or mailed first class, postage
prepaid and addressed as follows:
(i) If to Company, addressed to:
Colorado Business Bankshares, Inc.
821 - 17th Street
Denver, Colorado 80202
Attn: Steven Bangert
(ii) If to Employee, addressed to:
Lyne Andrich
10278 West Layton Place
Littleton, CO 80127
9
<PAGE>
or such other address or addressed to the attention of such other person or
persons as either of the parties may notify the other in accordance with the
provisions of this paragraph.
14. ENTIRE AGREEMENT. This Agreement is the entire agreement and understanding
---------
of the parties hereto with respect to the subject matter hereof and supersedes
any and all prior and contemporaneous negotiations, understandings and
agreements with regard to the subject matter hereof, whether oral or written.
No representation, inducement, agreement, promise or understanding altering,
modifying, taking from or adding to the terms and conditions hereof shall have
any force or effect unless the same is in writing and validly executed by the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COLORADOBUSINESS
BANKSHARES,
INC.
/s/ Lyne Andrich By: /s/ Steven Bangert
- ---------------------- ----------------------
Lyne Andrich Steven Bangert,
Chief Executive Officer
516-7632.01
10
<PAGE>
EXHIBIT 10.34
PROMISSORY NOTE (SECURED)
$20,000,000.00 Chicago, Illinois March 10, 2000
Due March 9, 2001
FOR VALUE RECEIVED, the undersigned (jointly and severally if more than
one) ("Borrower"), promises to pay to the order of AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO ("Bank"), at its principal place of business in
Chicago, Illinois or such other place as Bank may designate from time to time
hereafter, the principal sum of Twenty Million Dollars, or such lesser principal
sum as may then be owed by Borrower to Bank hereunder, which sum shall be due
and payable on March 9, 2001.
Borrower's obligations and liabilities to Bank under this Note, and all
other obligations and liabilities of Borrower to Bank (including without
limitation all debts, claims and indebtedness) whether primary, secondary,
direct, contingent, fixed or otherwise, including those evidenced in rate
hedging agreements designed to protect the Borrower from the fluctuation of
interest rates, heretofore, now and/or from time to time hereafter owing, due or
payable, however evidenced, created, incurred, acquired or owing and however
arising, whether under this Note, any agreement, instrument or document
heretofore, now or from time to time hereafter executed and delivered to Bank by
or on behalf of Borrower, or by oral agreement or operation of law or otherwise
shall be defined and referred to herein as "Borrower's Liabilities."
The unpaid principal balance of Borrower's Liabilities due hereunder shall
bear interest from the date hereof until paid, computed (i) at a daily rate
equal to the daily rate equivalent of 175 basis points in excess of the London
Interbank Offered Rate announced by Bank per the London Interbank Offered Rate
Borrowing Agreement with even date herewith; or (ii) at a daily rate equal to
the daily rate equivalent of the rate of interest announced or published
publicly from time to time by Bank as its prime or base rate of interest
computed on the basis of a 360-day year and actual days elapsed (the "Base
Rate"); provided, however, that in the event that any of Borrower's Liabilities
-------- -------
are not paid when due, the unpaid amount of Borrower's Liabilities shall bear
interest after the due date until paid at a rate equal to the sum of the rate
that would otherwise be in effect plus 3%.
If the rate of interest to be charged by Bank to Borrower hereunder is that
specified in clause (ii) above, such rate shall fluctuate hereafter from time to
time concurrently with, and in an amount equal to, each increase or decrease in
the Base Rate, whichever is applicable.
Accrued interest shall be payable by Borrower to Bank on June 30, 2000,
September 30, 2000, December 31, 2000, and at maturity, or as billed by Bank to
Borrower, at Bank's principal place of business, or at such other place as Bank
may designate from time to time hereafter. After maturity, accrued interest on
all of Borrower's Liabilities shall be payable on demand.
Borrower shall pay to Bank within twenty (20) days from the date of the
Bank's invoice therefor, a Revolving Loan Commitment Fee (the "Revolving Loan
Commitment Fee") at the rate of three sixteenths of one percent (0.1875%) per
annum on the average daily unused portion of the Note. The Revolving Loan
Commitment Fee shall be payable quarterly in arrears commencing on June 30, 2000
(which payment shall include the period commencing on the date hereof),
September 30, 2000, December 31, 2000 and on the due date of this Note.
Borrower warrants and represents to Bank that Borrower shall use the
proceeds represented by this Note solely for proper business purposes and
consistently with all applicable laws and statutes.
<PAGE>
Borrower further warrants that borrowings under this Note will be used solely
for the purpose of purchasing loans from Colorado Business Bank, N.A.
To secure the prompt payment to Bank of Borrower's Liabilities and the
prompt, full and faithful performance by Borrower of all of the provisions to be
kept, observed or performed by Borrower under this Note and/or any other
agreement, instrument or document heretofore, now and/or from time to time
hereafter delivered by or on behalf of Borrower to Bank, Borrower grants to Bank
a security interest in and to the following property: (a) all of Borrower's now
existing and/or owned and hereafter arising or acquired monies, reserves,
deposits, deposit accounts and interest or dividends thereon, securities, cash,
cash equivalents and other property now or at any time or times hereafter in the
possession or under the control of Bank or its bailee for any purpose; (b) 100%
of the common stock (__20,000____ shares) of Colorado Business Bank, N.A., per
the Stock Pledge and Security Agreement dated March 10, 2000, and any additions,
amendments, replacements, or substitutions made thereto; and (c) all
substitutions, renewals, improvements, accessions or additions thereto,
replacements, offspring, rents, issues, profits, returns, products and proceeds
thereof, including without limitation proceeds of insurance policies insuring
the foregoing collateral (all of the foregoing property is referred to herein
individually and collectively as "Collateral").
Regardless of the adequacy of the Collateral, any deposits or other sums at
any time credited by or payable or due from Bank to Borrower, or any monies,
cash, cash equivalents, securities, instruments, documents or other assets of
Borrower in the possession or control of Bank or its bailee for any purpose, may
be reduced to cash and applied by Bank to or setoff by Bank against Borrower's
Liabilities.
Borrower agrees to deliver to Bank immediately upon Bank's demand, such
additional collateral as Bank may request from time to time should the value of
the Collateral (in Bank's sole and exclusive opinion) decline, deteriorate,
depreciate or become impaired, or should Bank deem itself insecure for any
reason whatsoever, including without limitation a change in the financial
condition of Borrower or any party liable with respect to Borrower's
Liabilities, and does hereby grant to Bank a continuing security interest in
such other collateral, which shall be deemed to be a part of the Collateral.
Borrower shall execute and deliver to Bank, at any time upon Bank's demand, all
agreements, instruments, documents and other written matter that Bank may
request, in form and substance acceptable to Bank, to perfect and maintain
perfected Bank's security interest in the Collateral or any additional
collateral. Borrower agrees that a carbon, photographic or photostatic copy, or
other reproduction, of this Note or of any financing statement, shall be
sufficient as a financing statement.
Bank may take, and Borrower hereby waives notice of, any action from time
to time that Bank may deem necessary or appropriate to maintain or protect the
Collateral, and Bank's security interest therein, and in particular Bank may at
any time (i) transfer the whole or any part of the Collateral into the name of
the Bank or its nominee, (ii) collect any amounts due on Collateral directly
from persons obligated thereon, (iii) take control of any proceeds and products
of Collateral, and/or (iv) sue or make any compromise or settlement with respect
to any Collateral. Borrower hereby releases Bank from any and all causes of
action or claims which Borrower may now or hereafter have for any asserted loss
or damage to Borrower claimed to be caused by or arising from: (a) Bank's taking
any action permitted by this paragraph; (b) any failure of Bank to protect,
enforce or collect in whole or in part any of the Collateral; and/or (c) any
other act or omission to act on the part of Bank, its officers, agents or
employees, except for willful misconduct.
The occurrence of any one of the following events shall constitute a
default by the Borrower ("Event of Default") under this Note: (a) if Borrower
fails to pay any of Borrower's Liabilities when due and payable or declared due
and payable (whether by scheduled maturity, required payment, acceleration,
demand or otherwise); (b) if Borrower or any guarantor of any of Borrower's
Liabilities fails or neglects
2
<PAGE>
to perform, keep or observe any term, provision, condition, covenant, warranty
or representation contained in this Note; (c) occurrence of a default or event
of default under any agreement, instrument or document heretofore, now or at any
time hereafter delivered by or on behalf of Borrower to Bank; (d) occurrence of
a default or an event of default under any agreement, instrument or document
heretofore, now or at any time hereafter delivered to Bank by any guarantor of
Borrower's Liabilities or by any person or entity which has granted to Bank a
security interest or lien in and to some or all of such person's or entity's
real or personal property to secure the payment of Borrower's Liabilities; (e)
if the Collateral or any other of Borrower's assets are attached, seized,
subjected to a writ, or are levied upon or become subject to any lien or come
within the possession of any receiver, trustee, custodian or assignee for the
benefit of creditors; (f) if a notice of lien, levy or assessment is filed of
record or given to Borrower with respect to all or any of Borrower's assets by
any federal, state or local department or agency; (g) if Borrower or any
guarantor of Borrower's Liabilities becomes insolvent or generally fails to pay
or admits in writing its inability to pay debts as they become due, if a
petition under Title 11 of the United States Code or any similar law or
regulation is filed by or against Borrower or any such guarantor, if Borrower or
any such guarantor shall make an assignment for the benefit of creditors, if any
case or proceeding is filed by or against Borrower or any such guarantor for its
dissolution or liquidation, or if Borrower or any such guarantor is enjoined,
restrained or in any way prevented by court order from conducting all or any
material part of its business affairs; (h) the death or incompetency of Borrower
or any guarantor of Borrower's Liabilities, or the appointment of a conservator
for all or any portion of Borrower's assets or the Collateral; (i) the
revocation, termination or cancellation of any guaranty of Borrower's
Liabilities without written consent of Bank; (j) if a contribution failure
occurs with respect to any pension plan maintained by Borrower or any
corporation, trade or business that is, along with Borrower, a member of a
controlled group of corporations or a controlled group of trades or businesses
(as described in Sections 414(b) and (c) of the Internal Revenue Code of 1986 or
Section 4001 of the Employee Retirement Income Security Act of 1974, as amended,
"ERISA") sufficient to give rise to a lien under Section 302(f) of ERISA; (k) if
Borrower or any guarantor of Borrower's Liabilities is in default in the payment
of any obligations, indebtedness or other liabilities to any third party and
such default is declared and is not cured within the time, if any, specified
therefor in any agreement governing the same; (l) if any material statement,
report or certificate made or delivered by Borrower, any of Borrower's partners,
officers, employees or agents or any guarantor of Borrower's Liabilities is not
true and correct; or (m) if Bank is reasonably insecure.
Upon the occurrence of an Event of Default, at Bank's option, without
notice by Bank to or demand by Bank of Borrower: (i) all of Borrower's
Liabilities shall be immediately due and payable; (ii) Bank may exercise any one
or more of the rights and remedies accruing to a secured party under the Uniform
Commercial Code of the relevant jurisdiction and any other applicable law upon
default by a debtor; (iii) Bank may enter, with or without process of law and
without breach of the peace, any premises where the Collateral is or may be
located, and may seize or remove the Collateral from said premises and/or remain
upon said premises and use the same for the purpose of collecting, preparing and
disposing of the Collateral; and/or (iv) Bank may sell or otherwise dispose of
the Collateral at public or private sale for cash or credit, provided, however,
that Borrower shall be credited with the net proceeds of any such sale only when
the same are actually received by Bank.
Upon an Event of Default, Borrower, immediately upon demand by Bank, shall
assemble the Collateral and make it available to Bank at a place or places to be
designated by Bank which is reasonably convenient to Bank and Borrower.
All of Bank's rights and remedies under this Note are cumulative and non-
exclusive. The acceptance by Bank of any partial payment made hereunder after
the time when any of Borrower's Liabilities become due and payable will not
establish a custom or waive any rights of Bank to enforce prompt payment hereof.
Bank's failure to require strict performance by Borrower of any provision of
this Note shall not waive, affect or diminish any right of Bank thereafterto
demand strict compliance and
3
<PAGE>
performance therewith. Any waiver of an Event of Default hereunder shall not
suspend, waive or affect any other Event of Default hereunder. Borrower and
every endorser waive presentment, demand and protest and notice of presentment,
protest, default, non-payment, maturity, release, compromise, settlement,
extension or renewal of this Note, and hereby ratify and confirm whatever Bank
may do in this regard. Borrower further waives any and all notice or demand to
which Borrower might be entitled with respect to this Note by virtue of any
applicable statute or law (to the extent permitted by law).
Borrower agrees to pay, immediately upon demand by Bank, any and all costs,
fees and expenses (including reasonable attorneys' fees, costs and expenses)
incurred by Bank (i) in enforcing any of Bank's rights hereunder, and (ii) in
representing Bank in any litigation, contest, suit or dispute, or to commence,
defend or intervene or to take any action with respect to any litigation,
contest, suit or dispute (whether instituted by Bank, Borrower or any other
person) in any way relating to this Note, Borrower's Liabilities or the
Collateral, and to the extent not paid the same shall become part of Borrower's
Liabilities.
This Note shall be deemed to have been submitted by Borrower to Bank and to
have been made at Bank's principal place of business. This Note shall be
governed and controlled by the internal laws of the State of Illinois and not
the law of conflicts.
Advances under this Note may be made by Bank upon oral or written request
of any person authorized to make such requests on behalf of Borrower
("Authorized Person"). Borrower agrees that Bank may act on requests which Bank
in good faith believes to be made by an Authorized Person, regardless of whether
such requests are in fact made by an Authorized Person. Any such advance shall
be conclusively presumed to have been made by Bank to or for the benefit of
Borrower. Borrower does hereby irrevocably confirm, ratify and approve all such
advances by Bank and agrees to indemnify Bank against any and all losses and
expenses (including reasonable attorneys' fees) and shall hold Bank harmless
with respect thereto.
TO INDUCE BANK TO ACCEPT THIS NOTE, BORROWER IRREVOCABLY AGREES THAT,
SUBJECT TO BANK'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY
WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS NOTE SHALL BE
LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO, STATE OF ILLINOIS.
BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR
FEDERAL COURT LOCATED WITHIN SAID CITY AND STATE. BORROWER HEREBY WAIVES ANY
RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT
AGAINST BORROWER BY BANK IN ACCORDANCE WITH THIS PARAGRAPH.
BORROWER IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
COUNTERCLAIM OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN
CONNECTION WITH THIS NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR
(II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO
THIS NOTE OR ANY SUCH AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT, AND AGREES
THAT ANY SUCH ACTION, SUIT, COUNTERCLAIM OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.
4
<PAGE>
821 17th Street COLORADO BUSINESS BANKSHARES, INC.
Denver, Colorado 80202 -----------------------------------
TIN # 84-0826324 Borrower
----------
/s/ Jonathan C. Lorenz
---------------------------------------------
By: Jonathan C. Lorenz
------------------------------------------
Its: President
-----------------------------------------
5
<PAGE>
STOCK PLEDGE AND SECURITY AGREEMENT
-----------------------------------
This Stock Pledge and Security Agreement (this "Agreement") is dated as of the
10th day of March, 2000; by and between COLORADO BUSINESS BANKSHARES, INC.
(hereinafter referred to as "Pledgor") and AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, a national banking association (hereinafter referred to as
"Bank").
W I T N E S S E T H:
- - - - - - - - - - -
WHEREAS, in order to secure the payment and performance of Pledgor's
obligations and liabilities to Bank, Pledgor has agreed to pledge and grant a
lien and security interest to Bank in and to the securities listed and described
in Section 1 hereof and Exhibit "A" attached hereto and all additions thereto
from time to time:
WHEREAS, this Agreement has been executed and delivered by Pledgor to Bank
pursuant to the Note of even date in the amount of twenty million dollars
($20,000,000), referred to herein as the "Note";
NOW, THEREFORE, in consideration of the foregoing, the covenants and
conditions herein contained herein, and the mutual agreements of the parties
hereto, Pledgor and Bank hereby agree as follows:
1. To secure the payment and performance of all Pledgor's obligations and
liabilities to Bank, whether absolute or contingent, due or to become due,
direct or indirect, whether now existing or hereafter and howsoever arising,
and howsoever evidenced, whether under the Notes, any extension or renewal
thereof, or otherwise (hereinafter collectively referred to as the
"Liabilities"), Pledgor hereby pledges and assigns to Bank and grants unto
Bank a security interest in:
a. the securities described in Exhibit "A" attached hereto, with stock power
attached thereto, all duly endorsed in blank, herewith delivered to Bank
and all additions thereto from time to time deposited by Pledgor with
Bank;
b. any and all other securities deposited with Bank from time to time in
accordance with the provisions of paragraph 3 hereof;
c. any and all other additional securities to which Pledgor (without
additional consideration) now is, or hereafter may be, entitled by virtue
of its ownership of any of the foregoing securities as the result of any
corporate reorganization, merger or consolidation, stock split, stock
dividend or other wise; and
d. any and all dividends, distributions and other amounts to which Bank is
entitled pursuant to the provisions of paragraph 4 hereof:
(a) through (d) above are hereinafter collectively referred to as the
"Collateral."
6
<PAGE>
2. Representations and Warranties
------------------------------
Pledgor warrants, represents and covenants to the Bank that as of the
date of the execution of this Agreement, and continuing so long as any of
Borrower's Liabilities (as that term is defined in the Note) remain outstanding,
and (even if there shall be no Borrower's Liabilities outstanding) so long as
the Note remains in effect:
a. Each of Pledgor and Pledgor's subsidiaries: (i) is a corporation or a
national bank, respectively, duly organized and validly existing and in
good standing under the laws of the jurisdiction of its organization;
(ii) is duly qualified as a foreign corporation and in good standing in
all states in which it is doing business except where the failure to so
qualify would not have a material adverse effect on Pledgor or any of
Pledgor's subsidiaries, or their respective businesses; and (iii) has
all requisite power and authority, corporate or otherwise, to own,
operate and lease its properties and to carry on its business as now
being conducted.
b. Pledgor has full right, power and authority to enter into, execute,
deliver and perform this Stock Pledge and Security Agreement; Each
advance under the Note and the execution and delivery of the Note are
within the corporate and other powers of Pledgor. The Note and the
other agreements of even date have been duly authorized, executed and
delivered by Pledgor and the Note is the legal, valid and binding
obligation of Pledgor, enforceable against such Persons in accordance
with their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally, and general principles of equity.
c. There are no actions or proceedings which are pending or threatened
against Pledgor or Colorado Business Bank, N.A. ("CBB") which might
materially affect the Collateral or Pledgor's ability to repay
Pledgor's Liabilities;
d. No governmental orders, permissions, consents, approvals or
authorizations are required to be obtained and no registrations or
declarations are required to be filed in connection with, or
contemplation of, the execution and delivery of the Note, which have
not been obtained or filed.
e. None of Pledgor, or any of Pledgor's subsidiaries or any of their
respective officers or directors is now operating under any currently
effective written restrictions agreed to by Pledgor or any of Pledgor's
subsidiaries, or agreements, memoranda, or written commitments by
Pledgor or any of Pledgor's subsidiaries (other than restrictions of
general application) imposed or required by any Governmental Authority
nor are any such restrictions threatened or agreements, memoranda or
commitments being sought by any Governmental Authority. "Governmental
Authority" shall mean any nation or government, any state or other
political subdivision thereof any entity exercising executive,
legislative, judicial or regulatory or administrative functions of or
pertaining to government, including without limitation the Federal
Reserve Board ("FRB"), the Comptroller of the Currency (the "OCC"), the
Federal Deposit Insurance Corporation (the "FDIC"), or the Colorado
Department of Banking.
f. The execution, delivery and/or performance by Pledgor of this Stock
Pledge and Security Agreement does not and shall not, by the lapse of
time, the giving of notice or otherwise, constitute a violation of any
applicable law or of any order, judgment or decree to which Pledgor, or
any of its property is subject, or a breach of any provision contained
in Pledgor's Articles of Incorporation or By-laws, or contained in any
agreement, instrument or document to which Pledgor is now or hereafter
may become a party or by which Pledgor or any of its property is or may
become bound;
7
<PAGE>
g. as to the Collateral deposited with Bank (i) Pledgor is the legal and
beneficial owner thereof, (ii) the same is validly issued, fully paid
and non-assessable and is registered in Pledgor's name, (iii) the stock
transfer forms attached to the certificates representing such
Collateral have been duly executed and delivered by Pledgor to Bank,
and (iv) none of such Collateral is subject to any security interest,
pledge, lien or other encumbrance, or adverse claim of any kind
whatsoever, except for the interest therein granted to Bank hereby; and
h. Pledgor shall at all times keep complete and accurate books and records
and prepare financial statements and shall cause to be delivered to
Bank on an annual basis or when there is a material change signed
personal financial statements listing all assets, liabilities, and
income of Pledgor; and any such other information which Bank may
reasonably request.
i. Pledgor shall deliver to Lender:
(i) as soon as available, but in any event not more than 90
days after the close of each Fiscal Year of Pledgor, consolidated
audited financial statements for Pledgor, prepared in accordance with
GAAP consistently applied throughout the periods reflected therein by
independent certified public accountants reasonably acceptable to
Lender, with such accountants' unqualified opinion with respect
thereto;
(ii) as soon as available, but in no event later than forty-
five (45) days after the end of each calendar quarter, a copy of: (1)
the balance sheet, profit and loss statement, surplus statement and any
supporting schedules for each of Pledgor prepared in accordance with
GAAP consistently applied; and (2) the quarterly financial statements
of Pledgor and CBB, including, but not limited to, all call reports,
filed with any state or federal bank regulatory authority
(iii) to the extent permitted by law, promptly after the same
are available, copies of: (A) each annual report, proxy or financial
statement or other report or communication sent by Pledgor to the
stockholders of Pledgor; (B) each registration statement which Pledgor
may file with any Governmental Authority or with any securities
exchange; (C) all annual, regular, periodic and special reports which
Pledgor may file or be required to file with any Governmental Authority
or with any securities exchange that relate to the overall financial
condition or results of operations of Pledgor;
(iv) promptly after Bank shall request the same, such other
information respecting the Pledgor or any of its subsidiaries, as the
Bank may request.
j. Pledgor shall cause CBB to permit Bank through its employees,
attorneys, accountants or other agents, to inspect any of the
properties and the corporate and financial books and records of Pledgor
and CBB at such times and as often as Lender may reasonably request.
3. Stock Splits, Stock Dividends, Etc.
-----------------------------------
a. In the event that Pledgor, by virtue of its ownership of the Collateral
now is, or hereafter becomes, entitled (without additional
consideration) to other or additional securities as the result of any
corporate reorganization, merger or consolidation, stock split, stock
dividend or otherwise, or acquires the securities of any other bank
from time to time, Pledgor shall:
(i) cause the issuer thereof to deliver to Bank the certificates
evidencing Pledgor's ownership thereof and hereby authorizes and
empowers Bank to demand the same from such issuer, and agrees if
8
<PAGE>
such certificates are delivered to Pledgor, to take possession
thereof in trust for Bank and forthwith deliver the same to Bank;
(ii) deliver to Bank a stock transfer form with respect to such
securities, executed in blank by Pledgor and on which shall be
endorsed the guarantee by a banking association acceptable to
Bank, that the signature on such form is genuine;
(iii) deliver to Bank a certificate, executed by Pledgor and dated the
date of such pledge, as to the truth and correctness on such date
of the warranties set forth in sub-paragraph (d) or paragraph 2
hereof; and
(iv) deliver to Bank such other certificates, forms, and other
instruments as Bank may request in connection with such pledge.
b. Pledgor agrees that such securities shall constitute a portion of the
Collateral and be subject to this Stock Pledge and Security Agreement
in the same manner and to the same extent as the securities hereby
pledged to Bank on the date hereof.
4. Voting Power, Dividends, Substitutions
--------------------------------------
Unless and until an Event of Default hereunder shall have occurred, Pledgor
shall be entitled to:
a. exercise all voting powers pertaining to the securities included in the
Collateral for any purpose not inconsistent with, or in violation of,
the provisions of this Stock Pledge and Security Agreement, in all
corporate matters except (unless Bank consents thereto) those which, in
Bank's sole discretion, may affect the value of the assets owned by the
issuer of the securities comprising the Collateral or the value of the
Collateral; and
b. collect and receive all cash dividends and distributions with respect
to the securities included in the collateral paid out of the retained
earnings or the current net profits of the issuer thereof. Bank shall
be entitled to collect and receive all other dividends and
distributions on such securities (whether in stock, cash or other
property) received in exchange or substitution for or upon conversion
of, such securities, and all amounts payable or distributable upon the
liquidation, whether voluntary or involuntary, of any issuer thereof.
Cash received by Bank pursuant to the provisions of this paragraph 4
may be commingled by Bank with its other funds, and shall be
noninterest bearing. Pledgor agrees that if it receives any of such
dividends, distributions, securities and other amounts to which Bank is
entitled, it shall take possession thereof in trust for Bank and
forthwith deliver the same to Bank, and agrees that the same shall
constitute a portion of the Collateral and be subject to this Stock
Pledge and Security Agreement in the same manner and to the same extent
as the securities pledged to Bank on the date hereof.
5. Default and Remedies
--------------------
a. The occurrence of any of the following shall constitute an Event of
Default hereunder:
(i) any representation or warranty made by Pledgor to Bank hereunder,
or in any certificate delivered to Bank pursuant hereto, or under
any other agreement between Pledgor and Bank shall prove to have
been false and misleading in any material respect as of the date
on which the same was made, or Pledgor shall fail to observe or
perform any term, provision, condition or covenant contained in
this Stock Pledge and Security Agreement, the Notes, or any other
9
<PAGE>
agreement, instrument or document now or at anytime hereafter
executed and delivered by Pledgor to Bank;
(ii) occurrence of a default or an event of default under the Notes,
or any other agreement, instrument or document now or at any time
hereafter executed and delivered to Bank by Pledgor; and
(iii) the appointment of a receiver for Colorado Business Bank, N.A.
("CBB") or a cease and desist order is issued against CBB by the
Federal Deposit Insurance Corporation ("FDIC"), the Office of the
Comptroller of Currency ("OCC"), or the Colorado Commissioner of
Banks or a memorandum of understanding is issued to CBB by the
FDIC, the OCC, or the Colorado Commissioner of Banks or CBB
becomes subject to any material regulatory sanction by the FDIC,
the OCC, or the Colorado Commissioner of Banks.
b. If an Event of Default shall occur and be continuing, Bank may, at its
option:
(i) cause the securities included in the Collateral to be registered
in its name or in the name of its nominee;
(ii) exercise all voting powers pertaining to such securities and
otherwise act with respect thereto as though Bank were the
outright owner thereof (Pledgor hereby irrevocably constituting
and appointing Bank its proxy and attorney-in-fact with full
power of substitution so to do);
(iii) receive all dividends and all other distributions of any kind
whatsoever on all or any of such securities;
(iv) exercise any and all rights of collections, conversion or
exchange, and any and all other rights, privileges, options or
powers of Pledgor pertaining or relating to such securities
(Pledgor hereby irrevocably constituting and appointing Bank its
proxy and attorney in fact with full power of substitution so to
do);
(v) sell, assign and deliver the whole, or from time to time any part
of such securities at any broker's board or at any private sale
or at public auction, with or without demand for performance,
advertisement or notice of the time or place of sale or
adjournment thereof or otherwise, and free from any right of
redemption (all of which hereby are expressly waived) for cash,
for credit or for other property, for immediate or future
delivery, and for such price or prices and on such terms and Bank
in its uncontrolled discretion may determine; and
(vi) exercise any other remedy specifically granted under this Stock
Pledge and Security Agreement or now or hereafter existing in
equity, at law, by virtue of statute or otherwise.
c. For purposes of this paragraph 5, an agreement to sell all or any
part of such securities shall be treated as a sale thereof and
Bank shall be free to carry out such sale pursuant to such
agreement, and Pledgor shall not be entitled to the return of any
of the same subject thereto, notwithstanding that after bank
shall have entered into such an agreement, all Events of Default
hereunder may have remedied.
e. At any sale made pursuant to subparagraph (b) of this paragraph
5, Bank may bid for and purchase, free from any right or equity
of redemption on the part of Pledgor (the same being hereby
waived and released), and part of or all securities included in
the Collateral that are offered for sale and may make payment on
account thereof by using any claim then due and payable to Bank
by Pledgor as a
10
<PAGE>
credit against the purchase price, and Bank may, upon compliance
with the terms of sale, hold, retain and dispose of such
securities without further accountability therefor.
f. Bank shall apply the proceeds of any sale of the whole or any
part of such securities, and any other monies at the time held by
Bank under the provisions of this Stock Pledge and Security
Agreement, after deducting all costs and expenses of collection,
sale and delivery (including, without limitation, reasonable
attorneys' fees and other legal expenses) incurred by Bank in
connection with such sale, towards the payment of the Pledgor's
Liabilities. Bank shall remit any surplus to Pledgor.
g. Bank shall not have any duty to exercise any of the rights,
privileges, options or powers, or to sell or otherwise realize
upon any of such securities, as hereinbefore authorized, and Bank
shall not be responsible for any failure to do so or delay in so
doing.
h. Any sale of, or the grant of options to purchase, or any other
realization upon, all or any portion of such securities under
subparagraph (b) of this paragraph 5 shall operate to divest all
right, title, interest, claim and demand, either at law or in
equity, of Pledgor in and to such securities so sold, options or
realized upon.
6. Bank's Obligations, Custodial Agreement
---------------------------------------
a. Bank shall have no duty to protect, preserve or enforce rights
under any security included in the Collateral other than a duty
of reasonable custodial care of any such security in its
possession.
b. Pledgor understands and agrees that Bank may deposit such
securities with a custodian and hereby agrees to pay reasonable
fees of any such custodian in connection with its acting as
custodian.
7. Termination Stock Pledge and Security Agreement
-----------------------------------------------
Upon the payment and performance in full of all of the Liabilities
secured hereby, Bank shall cause to be transferred to Pledgor all of
the stock pledged by Pledgor herein and any rights received by Bank
pursuant hereto (less any portion of same sold, transferred or disposed
of pursuant to, and under the circumstances specified in, paragraph 5
hereof), and this Stock Pledge and Security Agreement shall thereupon
be terminated.
8. Miscellaneous
-------------
a. Bank may assign its rights under this Stock Pledge and Security
Agreement, and may deliver the Collateral or any portion thereof
to the assignee who shall thereupon to the extent provided in the
instrument of assignment have all of the rights of Bank hereunder
with respect to the Collateral and Bank shall, thereafter, be
fully discharged from any responsibility with respect to the
Collateral so delivered to such assignee. No such assignment,
however, shall relieve such assignee of those duties and
obligations of Bank specified hereunder.
b. Each and every right, remedy and power granted to Bank hereunder
shall be cumulative, and in addition to any other right, remedy
or power herein specifically granted now or hereafter existing in
equity, at law, by virtue of statute or otherwise and may be
exercised by Bank, from time to time, concurrently or
independently and as often and in such order as Bank may deem
expedient. Any failure or delay on the part of Bank in exercising
any such right, remedy or
11
<PAGE>
power, or abandonment or discontinuance of steps to enforce the
same, shall not operate as a waiver thereof or affect Bank's
right thereafter to exercise the same, and any single or partial
exercise of any such right, remedy or power shall not preclude
any other, or further exercise thereof or the exercise of any
other right, remedy or power.
c. Any modification or waiver of any provision of this Stock Pledge
and Security Agreement, or any consent to any departure by Bank
therefrom, shall not be effective in any event unless the same is
in writing and signed by Bank and then such modification, waiver
or consent shall be effective only in the specific instance and
for the specific purpose given. Any notice to or demand on
Pledgor in any event not specifically required of Bank hereunder
shall not entitle Pledgor to any other or further notice or
demand in the same, similar or other circumstance unless
specifically required hereunder.
d. Pledgor agrees that at any time, and from time to time after the
execution and delivery of this Stock Pledge and Security
Agreement, it will, upon the request of Bank, execute and deliver
such further documents and do such further acts and things as
Bank may reasonably request in order to fully effect the purpose
of this Stock Pledge and Security Agreement, and to subject to
the security interest created hereby and property intended by the
provisions hereof to be covered hereby.
e. Any notice, request, demand, consent, approval or other
communication provided or permitted hereunder shall be in writing
and be given by personal delivery or sent by United States first
class mail, postage prepaid, addressed to the party for whom it
is intended, at its address as follows:
To Pledgor: Colorado Business Bankshares, Inc.
Attention: Jonathan C. Lorenz
821 17th Street
Denver, Colorado 80202
To Bank: American National Bank and Trust Company of Chicago
Attention: John L. Spalding
120 South LaSalle Street
Chicago, Illinois 60603-3400
provided, however, that any party may change its address for
purposes of receipt of any such communication by giving ten (10)
days' written notice of such change to the other party in the
manner above prescribed.
f. This Stock Pledge and Security Agreement shall be deemed to have
been made under, and shall be governed by, the laws of the State
of Illinois in all respects, including matters of construction,
validity and performance.
g. If any provision of this Stock Pledge and Security Agreement is
prohibited by, or is unlawful or unenforceable under any
applicable law of any jurisdiction, such provision shall, as to
such jurisdiction, be ineffective to the extent of such
prohibition without invalidating the remaining provisions hereof;
provided, however, that any such prohibition in any jurisdiction
shall not invalidate such provision in any other jurisdiction;
and provided, further, that where the provisions of any such
applicable law may be waived, they are hereby waived by Pledgor
to the full extent permitted by law to the end that this Stock
Pledge and Security Agreement shall be deemed to be valid and
binding in accordance with its terms.
h. This Stock Pledge and Security Agreement shall inure to the
benefit of the successors and assigns of Bank and shall be
binding upon the successors and assigns of Pledgor.
12
<PAGE>
IN WITNESS WHEREOF, this Agreement is effective as of the date first above
written.
COLORADO BUSINESS BANKSHARES, INC.
/s/ Jonathan C. Lorenz
-------------------------------------
By: Jonathan C.Lorenz
----------------------------------
Its: President
---------------------------------
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
/s/ John L. Spalding
-------------------------------------
By: John L. Spalding
----------------------------------
Its: First Vice President
---------------------------------
13
<PAGE>
LONDON INTERBANK OFFERED RATE BORROWING AGREEMENT
THIS LONDON INTERBANK OFFERED RATE ("LIBOR") BORROWING AGREEMENT (this
"Agreement"), dated as of the 10th day of March, 2000 by and between AMERICAN
NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("Bank"), a national banking
association with its principal place of business at 120 South LaSalle Street,
Chicago, Illinois 60603-3400, and COLORADO BUSINESS BANKSHARES, INC.
("Borrower"), with principal place of business at 821 17TH Street, Denver,
Colorado 80202, has reference to the following facts and circumstances:
A. Borrower has requested and Bank has agreed to extend an interest rate
option of 1.75% per annum in excess of the London Interbank Offered Rate
("LIBOR"); and
B. Borrower has executed a Promissory Notes (Secured) with even date
herewith in the amount of $20,000,000.00 in favor of Bank (the "Note")
which reflects the LIBOR option.
NOW, THEREFORE, in consideration of any loan, advance, extension of credit
and/or other financial accommodation at any time made by Bank to or for the
benefit of Borrower, and of the promises set forth herein, the parties hereto
agree as follows:
1. DEFINITIONS AND TERMS
---------------------
1.1 The following words, terms and/or phrases shall have the meanings set
forth thereafter and such meanings shall be applicable to the singular and
plural form thereof; whenever the context so requires, the use of "it" in
reference to Borrower shall mean Borrower as identified at the beginning of this
Agreement:
(a) "Amortization Date": the dates specified in the Note when
-----------------
principal payments are due.
(b) "Borrowing": any portion of Borrower's liabilities bearing
---------
interest at LIBOR.
(c) "Business Day": any day on which Bank is open for regular
------------
business.
(d) "Event of Default": the definition ascribed to this term in the
----------------
Note.
(e) "Interest Period": the period commencing on the date a LIBOR
---------------
Loan is made and ending, as the Borrower may select for 90 days
thereafter.
(f) "LIBOR Loans": any principal portion of Borrower's liabilities
-----------
bearing interest at a rate based on LIBOR.
(g) "LIBOR Margin": 1.750%
------------
(h) "Maturity Date": the date specified in the Notes upon which the
-------------
Borrower's liabilities are due and payable in full.
1.2 Any terms or phrases not specifically defined in this Agreement shall
have the meanings ascribed to them in the Notes.
14
<PAGE>
2. MANNER OF LIBOR ELECTION
------------------------
2.1 Borrower may elect to cause all or a portion of the principal
outstanding on the Notes to bear interest at a daily rate equal to the daily
rate equivalent of 1.750% in excess of LIBOR, subject to the following
conditions:
(a) Not more than five (5) nor less than two (2) Business Days prior
to the requested date of any LIBOR Borrowing, Borrower shall
deliver to Bank an irrevocable written or telephonic notice
setting forth the requested date and amount of such Borrowing
and the requested Interest Period of such Borrowing;
(b) The LIBOR used in computing the interest rate applicable to such
Borrowing shall be the LIBOR as quoted by Bank to Borrower as
being in effect for the date of such Borrowing plus the LIBOR
Margin, computed on the basis of a 360-day year and actual days
elapsed, and shall be fixed for the requested period of such
Borrowing;
(c) Such Borrowing may not be prepaid prior to the expiration of the
requested Interest Period of such Borrowing and shall be repaid
in full on the last day of the requested Interest Period of such
Borrowing; and
(d) With respect to any Borrowing of LIBOR Loans, Borrower may not
select an Interest Period that extends beyond the Maturity Date
of the Notes.
2.2 In the event Borrower fails to give notice pursuant to Section 2.1(a)
of this Agreement regarding any maturing LIBOR Borrowing, Borrower shall be
deemed to have requested a Borrowing of Base or Prime Rate Loans (as defined in
the Notes) in the amount of the maturing Borrowing.
3. GENERAL PROVISIONS
------------------
3.1 Funding Indemnity. In the event Bank shall incur any loss, cost or
-----------------
expense (including, without limitation, any loss of profit, and any loss, cost
or expense incurred by reason of the liquidation or re-employment of deposits or
other funds acquired by such Bank to fund or maintain any LIBOR Loan or the
relending or reinvesting of such deposits or amounts paid or prepaid to such
Bank) as a result of:
(a) any payment or prepayment of a LIBOR Loan on a date other than
the last day of its Interest Period,
(b) any failure by Borrower to borrow a LIBOR Loan on the date
specified in a notice given pursuant to Section 2.1 hereof,
(c) any failure by Borrower to make any payment of principal on any
LIBOR Loan when due (whether by acceleration or otherwise), or
(d) any acceleration of the maturity of a LIBOR Loan as a result of
the occurrence of any Event of Default,
then, upon the demand of Bank, Borrower shall pay to Bank such amount as will
reimburse Bank for such loss, cost or expense. If Bank makes such a claim for
compensation, it shall provide to Borrower a certificate executed by an officer
of Bank setting forth the amount of such loss, cost or expense in
15
<PAGE>
reasonable detail (including an explanation of the basis for the computation of
such loss, cost or expense) and the amounts shown on such certificate if
reasonably calculated shall be conclusive.
3.2 Availability of LIBOR Loans. If Bank determines that maintenance of
---------------------------
its Loans would violate any applicable law, rule, regulation, or directive,
whether or not having the force of law, or if Bank determines that deposits of a
type and maturity appropriate to match fund LIBOR Loans are not available to it
then Bank shall forthwith give notice thereof to Borrower, whereupon, until Bank
notifies Borrower that the circumstances giving rise to such suspension no
longer exist, the obligations of the Bank to make LIBOR Loans shall be
suspended.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and
year specified at the beginning hereof.
COLORADO BUSINESS BANKSHARES, INC.
/s/ Jonathan C. Lorenz
------------------------------------
By: Jonathan C. Lorenz
---------------------------------
Its: President
--------------------------------
Accepted this 10th day of March, 2000, at Bank's principal place of business in
the City of Chicago, State of Illinois.
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
/s/ John L. Spalding
------------------------------------
By: John L. Spalding
---------------------------------
Its: First Vice President
--------------------------------
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-2000 DEC-31-1999
<PERIOD-START> JAN-01-2000 JAN-01-1999
<PERIOD-END> MAR-31-2000 MAR-31-1999
<CASH> 22,785,000 10,126,000
<INT-BEARING-DEPOSITS> 85,000 94,000
<FED-FUNDS-SOLD> 8,500,000 15,300,000
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 99,379,000 88,006,000
<INVESTMENTS-CARRYING> 5,519,000 8,560,000
<INVESTMENTS-MARKET> (1,369,000) 329,000
<LOANS> 363,564,000 247,386,000
<ALLOWANCE> 4,855,000 3,498,000
<TOTAL-ASSETS> 511,926,000 381,170,000
<DEPOSITS> 419,308,000 287,194,000
<SHORT-TERM> 46,876,000 37,434,000
<LIABILITIES-OTHER> 3,244,000 2,193,000
<LONG-TERM> 840,000 16,258,000
0 0
0 0
<COMMON> 67,000 67,000
<OTHER-SE> 41,591,000 38,024,000
<TOTAL-LIABILITIES-AND-EQUITY> 511,926,000 381,170,000
<INTEREST-LOAN> 8,388,000 5,384,000
<INTEREST-INVEST> 1,739,000 1,531,000
<INTEREST-OTHER> 0 0
<INTEREST-TOTAL> 10,127,000 6,915,000
<INTEREST-DEPOSIT> 3,245,000 1,746,000
<INTEREST-EXPENSE> 4,106,000 2,396,000
<INTEREST-INCOME-NET> 6,021,000 4,519,000
<LOAN-LOSSES> 573,000 300,000
<SECURITIES-GAINS> 0 44,000
<EXPENSE-OTHER> 4,097,000 3,707,000
<INCOME-PRETAX> 2,491,000 1,627,000
<INCOME-PRE-EXTRAORDINARY> 1,494,000 1,007,000
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,494,000 1,007,000
<EPS-BASIC> 0.22 0.15
<EPS-DILUTED> 0.22 0.15
<YIELD-ACTUAL> 5.23 5.35
<LOANS-NON> 692,000 514,000
<LOANS-PAST> 2,000 0
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 6,550,000 6,899,000
<ALLOWANCE-OPEN> 4,585,000 3,271,000
<CHARGE-OFFS> 318,000 79,000
<RECOVERIES> 15,000 3,000
<ALLOWANCE-CLOSE> 4,855,000 3,498,000
<ALLOWANCE-DOMESTIC> 4,855,000 3,498,000
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 2,067,000 2,102,000
</TABLE>
