<PAGE> 1
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 September 30, 1999 or
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _________ to __________
Commission file number 2-77519-LA
SARATOGA BANCORP
(Exact name of registrant as specified in its charter)
California 94-2817587
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12000 Saratoga-Sunnyvale Road
Saratoga, California 95070
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (408) 973-1111
NONE
(Former name, former address and former fiscal year, if changed since last
report)
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
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
CLASS SHARES OUTSTANDING AT OCTOBER 8, 1999
Common Stock 1,586,588
Exhibit Index at Page 29
Page 1 of 30 pages
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Condensed Financial Statements
SARATOGA BANCORP AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998*
(Unaudited)
<S> <C> <C>
ASSETS
Cash and due from banks $ 5,561,000 $ 6,549,000
Federal funds sold 24,600,000 14,450,000
Total cash and equivalents 30,161,000 20,999,000
Interest bearing deposits in other banks 1,792,000 1,789,000
Securities available for sale 31,424,000 30,811,000
Securities held to maturity 10,586,000 9,304,000
Loans, net 65,905,000 73,847,000
Premises and equipment 4,530,000 2,268,000
Other assets 7,300,000 5,784,000
-------------- --------------
TOTAL ASSETS $ 151,698,000 $ 144,802,000
============== ==============
LIABILITIES
Deposits:
Non interest-bearing $ 24,639,000 $ 27,460,000
Interest-bearing 87,746,000 75,955,000
-------------- --------------
Total deposits 112,385,000 103,415,000
Federal funds purchased - 2,000,000
Other borrowings 22,571,000 22,697,000
Accrued expenses and other liabilities 1,669,000 1,433,000
-------------- --------------
TOTAL LIABILITIES 136,625,000 129,545,000
SHAREHOLDERS' EQUITY
Common stock, no par value; Authorized:
20,000,000 shares; Issued and
outstanding: 1,586,588 shares at
September 30, 1999 and 1,629,357
shares at December 31, 1998 4,434,000 4,684,000
Retained earnings 11,184,000 10,591,000
Accumulated other comprehensive income
(loss) net of taxes of $313,000 and
$11,000, respectively (545,000) (18,000)
-------------- -------------
TOTAL SHAREHOLDERS' EQUITY 15,073,000 15,257,000
-------------- -------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $151,698,000 $ 144,802,000
============== =============
</TABLE>
*Derived from the December 31, 1998 audited balance sheet included in the
Company's 1998 Annual Report on Form 10-K.
See notes to consolidated condensed financial statements.
<PAGE> 3
SARATOGA BANCORP AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans $1,705,000 $1,665,000 $5,170,000 $4,759,000
Investment securities 635,000 593,000 1,889,000 2,039,000
Federal funds sold 244,000 238,000 565,000 531,000
---------- ---------- ---------- ----------
Total interest income 2,584,000 2,496,000 7,624,000 7,329,000
---------- ---------- ---------- ----------
INTEREST EXPENSE:
Deposits 809,000 781,000 2,384,000 2,224,000
Other 343,000 353,000 1,017,000 1,058,000
---------- ---------- ---------- ----------
Total interest expense 1,152,000 1,134,000 3,401,000 3,282,000
---------- ---------- ---------- ----------
NET INTEREST INCOME
BEFORE PROVISION
FOR CREDIT LOSSES 1,432,000 1,362,000 4,223,000 4,047,000
Provision for credit
losses - 34,000 66,000 136,000
---------- ---------- ---------- ----------
Net interest income
after provision for
credit losses 1,432,000 1,328,000 4,157,000 3,911,000
Other income 404,000 201,000 912,000 493,000
Other expenses 1,083,000 767,000 2,811,000 2,272,000
---------- ---------- ---------- ----------
INCOME BEFORE
INCOME TAXES 753,000 762,000 2,258,000 2,132,000
Provision for income
taxes 267,000 290,000 824,000 810,000
---------- ---------- ---------- ----------
NET INCOME 486,000 472,000 1,434,000 1,322,000
OTHER
COMPREHENSIVE
INCOME, NET OF
TAX:
Unrealized gains
(losses) on securities (108,000) 314,000 (527,000) 353,000
---------- ----------- ---------- ----------
COMPREHENSIVE
INCOME $ 378,000 $ 786,000 $ 907,000 $1,675,000
========== =========== ========== ==========
EARNINGS PER SHARE:
Basic $ 0.31 $ 0.29 $ 0.90 $ 0.80
========== =========== ========== ==========
Diluted $ 0.27 $ 0.26 $ 0.80 $ 0.72
========== =========== ========== ==========
</TABLE>
See notes to consolidated condensed financial statements.
<PAGE> 4
SARATOGA BANCORP AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
<S> <C> <C>
1999 1998
OPERATIONS:
Net income $1,434,000 $ 1,322,000
Adjustments to reconcile net income to
net cash provided by operating
activities:
Provision for credit losses 66,000 136,000
Depreciation and amortization 388,000 174,000
Gain on sale of leased assets 33,000 -
Other, net 260,000 441,000
----------- -----------
Net cash provided by operating activities 2,181,000 2,073,000
----------- -----------
INVESTING ACTIVITIES:
Net increase in interest bearing
deposits in other banks (3,000) (5,300,000)
Proceeds from maturities or sale of
investments available for sale 4,293,000 22,258,000
Proceeds from maturities of investments
held to maturity 600,000 3,012,000
Purchase of securities available
for sale (5,722,000) (8,000,000)
Purchase of securities held to maturity (1,895,000) (2,985,000)
Purchase of life insurance policies (1,238,000) (3,892,000)
Net decrease (increase) in loans 7,876,000 (3,224,000)
Purchases of premises and equipment (3,164,000) (516,000)
Proceeds from sale of premises
and equipment 481,000 -
----------- -----------
Net cash provided by investing activities 1,228,000 1,353,000
----------- -----------
FINANCING ACTIVITIES:
Net increase in deposits 8,970,000 9,372,000
Issuance of common stock 35,000 32,000
Repurchase of common stock (807,000) -
Payment of cash dividends (319,000) (276,000)
Net decrease in other borrowings (126,000) (245,000)
Decrease in federal funds purchased (2,000,000) (2,000,000)
----------- -----------
Net cash provided by financing activities 5,753,000 6,883,000
----------- -----------
NET INCREASE IN CASH AND
EQUIVALENTS 9,162,000 10,309,000
Cash and equivalents, beginning of period 20,999,000 15,260,000
----------- -----------
Cash and equivalents, end of period $30,161,000 $25,569,000
=========== ===========
</TABLE>
See notes to consolidated condensed financial statements.
<PAGE> 5
SARATOGA BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
1. The unaudited consolidated condensed financial statements reflect all
adjustments (which include only normal recurring adjustments) which are, in the
opinion of management, necessary to state fairly the results for the periods
presented. The results for the periods are not necessarily indicative of the
results to be expected for the full fiscal year.
2. Basic Earnings Per Share is computed by dividing net income by the
weighted average common shares outstanding during the period. Diluted Earnings
Per Share reflects the potential dilution if securities or other contracts
to issue common stock are exercised or converted into common stock. Diluted
earnings per share is computed by dividing net income by the average shares
outstanding for the period plus the dilutive effect of stock options. The
weighted average shares used in computing earnings per share are as follows:
<TABLE>
<CAPTION>
Quarters ended
September 30,
1999 1998
<S> <C> <C>
Weighted average shares used
in computing:
Basic earnings per share 1,587,000 1,646,000
Diluted potential common shares
from exercise of stock options,
using the treasury stock method 203,000 183,000
--------- ---------
Diluted earnings per share 1,790,000 1,829,000
--------- ---------
</TABLE>
<TABLE>
<CAPTION>
Nine Months ended
September 30,
1999 1998
<S> <C> <C>
Weighted average shares used
in computing:
Basic earnings per share 1,594,000 1,644,000
Diluted potential common shares
from exercise of stock options,
using the treasury stock method 188,000 180,000
--------- ---------
Diluted earnings per share 1,782,000 1,824,000
</TABLE>
<PAGE> 6
3. In 1998, the Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information",which establishes annual
and interim reporting standards for an enterprise's operating segments and
related disclosures about its products, services, geographic areas and major
customers. Management has determined that since all of the commercial
banking products and services offered by the Bank are available in each
branch of the Bank, all branches are located within the same economic
environment and management does not allocate resources based on the
performance of different lending or transaction activities, it is appropriate to
aggregate the Bank's operations into a single operating segment.
4. Effective July 1, 1998 the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments
and Hedging Activities", which establishes accounting and reporting standards
for derivative instruments and hedging activities. In connection with the
adoption of SFAS 133 the Company reclassified certain securities with an
amortized cost of $19,751,000 and a fair value of $19,967,000 from held-to-
maturity to available-for-sale. Adoption of this statement did not have any
other impact on the Company's consolidated financial position and had no impact
on the Company's results of operations or cash flows.
5. During the nine months ended September 30, 1999 and 1998, cash paid
for taxes was $526,000 and $709,000, respectively. During the nine months
ended September 30, 1999 and 1998, cash paid for interest was $3,273,000
and $3,119,000, respectively.
<PAGE> 7
SARATOGA BANCORP AND SUBSIDIARY
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Certain matters discussed or incorporated by reference in this Quarterly Report
on Form 10-Q are forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected. Changes to such risks and uncertainties, which could impact future
financial performance, include, among others, (1) competitive pressures in the
banking industry; (2) changes in interest rate environment; (3) general
economic conditions, nationally, regionally and in operating market areas; (4)
changes in the regulatory environment; (5) changes in business conditions and
inflation; (6) changes in securities markets; and (7) Year 2000 compliance
problems. Therefore, the information set forth herein should be carefully
considered when evaluating business prospects of the Company and the Bank.
SUMMARY OF FINANCIAL RESULTS
At September 30, 1999, total assets were $151,698,000, an increase of
$6,896,000 (4.8%) from $144,802,000 at December 31, 1998. Net loans
decreased $7,942,000 (10.8%) from $73,847,000 at December 31, 1998 to
$65,905,000 at September 30, 1999. Total deposits increased $8,970,000
(8.7%) from $103,415,000 at December 31, 1998 to $112,385,000 at
September 30, 1999.
Net income for the third quarter of 1999 was $486,000 ($0.31 basic earnings
per share, $0.27 diluted earnings per share) compared to $472,000 ($0.29
basic earnings per share, $0.26 diluted earnings per share) for the comparable
period in 1998. Net income for the first nine months of 1999 was $1,434,000
($0.90 basic earnings per share, $0.80 diluted earnings per share) compared
to $1,322,000 ($0.80 basic earnings per share, $0.72 diluted earnings per
share) for the comparable period in 1998. Return on Average Assets was
1.29% on an annualized basis for the first nine months of 1999 compared to
1.36% for the comparable period in 1998. Return on Average Equity was
12.59% for the first none months of 1999 compared to 12.46% for the
comparable period in 1998.
The increase in income resulted primarily from an increase in the volume of
earning assets, offset in part by an increase in interest expense due to the
increased volume of interest-bearing liabilities.
<PAGE> 8
RESULTS OF OPERATIONS
THIRD QUARTER OF 1999 AND 1998
An analysis of the results of operations of the Company for the third quarter of
1999 compared to the third quarter of 1998 is presented below:
Net interest income
Net interest income, the difference between interest earned on loans and
investments and interest paid on deposits, is the principal component of the
Bank's earnings. The components of net interest income are as follows:
<PAGE> 9
<TABLE>
<CAPTION>
Three months ended September 30,
1999 1998
Average Average Average Average
Balance Interest Yield(1) Balance Interest Yield(1)
(In thousands, except percentages)(unaudited)
Assets:
Earning assets:
<S> <C> <C> <C> <C> <C> <C>
Loans (2) $ 69,654 $1,705 9.8% $66,033 $1,665 10.1%
Investment
securities 42,845 609 5.7 37,313 533 5.7
Federal funds sold 18,813 244 5.2 17,099 238 5.6
Interest bearing
deposits 1,741 26 6.0 4,132 60 5.8
-------- ------ -------- ------
Total interest
earning assets 133,053 2,584 7.8 124,577 2,496 8.0
Cash and due from
banks 6,499 5,235
Other assets (3) 10,245 3,533
-------- --------
$149,797 $133,345
======== ========
Liabilities and
Shareholders'
Equity:
Interest-bearing
liabilities:
Demand deposits $ 48,457 354 2.9 $ 39,813 331 3.3
Time deposits 36,095 455 5.0 31,328 450 5.7
Other borrowings 22,600 343 6.1 22,872 353 6.2
-------- ------ -------- -----
Total interest-
bearing
liabilities 107,152 1,152 4.3 94,013 1,134 4.8
Demand deposits 25,813 22,924
Other liabilities 1,729 1,659
-------- --------
Total liabilitie 134,694 118,596
Shareholders' equity 15,103 14,749
-------- --------
$149,797 $133,345
======== ========
Net interest income
and margin(4) $1,432 4.3% $1,362 4.4%
====== ======
</TABLE>
(1) Annualized.
(2) Loan interest income includes loan fee income of $131,000 for the
quarters ended September 30, 1999 and 1998, respectively.
(3) Net of the average allowance for loan losses of $827,000 and $722,000
and deferred loan fees of $370,000 and $324,000 for the quarters
ended September 30, 1999 and 1998, respectively.
(4) Net interest margin is computed by dividing net interest income by total
average interest earning assets.
<PAGE> 10
PROVISION FOR CREDIT LOSSES
The Bank maintains an allowance for possible credit losses which is based, in
part, on the Bank's historical loss experience, the impact of forecasted
economic conditions within the Bank's market area, and, as applicable, the
State of California, the value of the underlying collateral, loan performance
and inherent risks in the loan portfolio. The allowance is reduced by charge-
offs and increased by provisions for credit losses charged to operating expense
and recoveries of previously charged-off loans.
During the third quarter of 1999, the Bank did not record a provision for credit
losses. During the third quarter of 1998, the Bank provided $34,000 for the
allowance for credit losses. There were no loans charged-off and $14,000 in
recoveries in the third quarter of 1999, as compared to no loans charged-off and
$8,000 in recoveries in the third quarter of 1998. At September 30, 1999, the
allowance for credit losses was $840,000 or 1.26% of total loans, compared to
$716,000 or 0.96% at December 31, 1998. There were no nonaccrual loans at
September 30, 1999 or December 31, 1998.
At September 30, 1999 and December 31, 1998, there were no loans past due
90 days or more as to principal or interest and still accruing interest. There
were no loans at September 30, 1999 which were troubled debt restructurings
as defined in Statement of Financial Accounting Standards No. 15, "Accounting
by Debtors and Creditors for Troubled Debt Restructuring." At September 30,
1999, there were three potential problem loans having a combined principal
balance of $1,431,000 ($259,000 at December 31, 1998). Potential problem loans
are loans which are generally current as to principal and interest but have
been identified by the Company as potential problem loans due either to a
decrease in the underlying value of the property securing the credit or some
other deterioration in the creditworthiness of the borrower. All of the three
loans identified as potential problem loans are secured by real estate and
personal property.
There was no Other Real Estate owned ("OREO")at September 30, 1999 or
December 31, 1998
<TABLE>
<CAPTION>
Nonperforming loans and other real estate owned are summarized below:
September 30, 1999 December 31, 1998
<S> <C> <C>
Nonperforming loans:
Past due 90 days or more $ - $ -
Nonaccrual - -
--------- ---------
Total - -
Other real estate owned - -
--------- ---------
Total nonperforming loans
and other real estate
owned $ - $ -
========= =========
</TABLE>
<PAGE> 11
Management is of the opinion that the allowance for credit losses is maintained
at an adequate level for known and inherent risks in the loan portfolio.
However, the Bank's loan portfolio, which includes approximately $49,000,000
in real estate loans representing approximately 74% of the portfolio, could be
adversely affected if California economic conditions and the real estate market
in the Bank's market area weaken. The effect of such events could result in an
increase in the level of nonperforming loans and OREO and the resultant
necessary level of the allowance for loan losses which could adversely affect
the Company's and the Bank's future growth and profitability.
NONINTEREST INCOME
Other income consists of service charges on deposit accounts, income from
assets acquired for lease, increases in the cash surrender value of life
insurance policies and fees for other miscellaneous services. Total other
income increased from $201,000 in the third quarter of 1998 to $404,000 in the
third quarter of 1999. This increase is primarily attributable to a gain on
sale of OREO of $62,000, an increase of $58,000 in cash surrender value of life
insurance policies and an increase in rental income on assets acquired for lease
of $137,000.
NONINTEREST EXPENSES
Other expenses increased from $767,000 in the third quarter of 1998 to
$1,083,000 in the third quarter of 1999. The increase is primarily attributable
to an increase in depreciation expense on assets acquired for lease of
$112,000, an increase in deferred compensation expense of $55,000 and
merger-related expenses of $134,000. As a percentage of average earning
assets, other expense for the third quarter, on an annualized basis increased
from 2.5% in 1998 to 3.3% in 1999.
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
An analysis of the results of operations of the Company for the nine month
period ended September 30, 1999 compared to the comparable period in 1998
is as follows:
NET INTEREST INCOME
Net interest income, the difference between interest earned on loans and
investments and interest paid on deposits, is the principal component of the
Bank's earnings. The components of net interest income are as follows:
<PAGE> 12
<TABLE>
<CAPTION>
Nine months ended September 30,
1999 1998
Average Average Average Average
Balance Interest Yield(1) Balance Interest Yield(1)
(In thousands, except percentages)(unaudited)
Assets:
Earning assets:
<S> <C> <C> <C> <C> <C> <C>
Loans (2) $ 72,764 $5,170 9.5% $ 63,999 $4,759 9.9%
Investment
securities 42,736 1,809 5.6 42,686 1,932 6.0
Federal funds sold 15,331 565 4.9 12,887 531 5.5
Interest bearing
deposits 1,833 80 5.8 2,405 107 5.9
-------- ------ -------- ------
Total interest
earning assets 132,664 7,624 7.7 121,977 7,329 8.0
Cash and due from
banks 6,487 5,056
Other assets (3) 9,062 3,043
-------- --------
$148,213 $130,076
======== ========
Liabilities and
Shareholders'
Equity:
Interest-bearing
liabilities:
Demand deposits $ 45,240 983 2.9 $ 38,951 964 3.3
Time deposits 36,645 1,401 5.1 29,366 1,260 5.7
Other borrowings 22,664 1,017 6.0 22,892 1,058 6.2
-------- ------ -------- ------
Total interest-
bearing
liabilities 104,549 3,401 4.3 91,209 3,282 4.8
Demand deposits 26,800 23,286
Other liabilities 1,679 1,434
-------- --------
Total liabilities 133,028 115,929
Shareholders'
equity 15,185 14,147
-------- --------
$148,213 $130,076
======== ========
Net interest income
and margin(4) $4,223 4.2% $4,047 4.4%
====== ======
</TABLE>
(1) Annualized.
(2) Loan interest income includes loan fee income of $318,000 and $338,000
for the nine months ended September 30, 1999 and 1998, respectively.
(3) Net of the average allowance for loan losses of $777,000 and $666,000,
and deferred loan fees of $320,000 and $320,000 for the nine months
ended September 30, 1999 and 1998, respectively.
(4) Net interest margin is computed by dividing net interest income by total
average interest earning assets.
<PAGE> 13
PROVISION FOR CREDIT LOSSES
During the first nine months of 1999, the Bank recorded a $66,000 provision for
loan losses as compared to $136,000 during that period in 1998. There were
no loans charged-off and $58,000 in recoveries for the nine months ended
September 30, 1999, compared to $14,000 in loans charged off and $40,000 in
recoveries for the first nine months of 1998.
NONINTEREST INCOME
Other income consists of service charges on deposit accounts, income on assets
acquired for lease, increases in the cash surender value of life insurance
policies and fees for other miscellaneous services. Total other income
increased from $493,000 in 1998 to $912,000 in 1999. The increase is primarily
attributable to an increase in rental income on assets acquired for lease of
$272,000, recognition of a gain on sale of OREO of $62,000 and an increase
of $163,000 in cash surrender value of life insurance policies.
NONINTEREST EXPENSES
Other expenses have increased from $2,272,000 in 1998 to $2,811,000 in 1999
due primarily to an increase in depreciation expense on leased assets of
$217,000, an increase in deferred compensation expense of $150,000 and
merger related expenses of $134,000. As a percentage of average earning
assets, other expenses, on an annualized basis, increased from 2.5% in 1998
to 2.8% in 1999.
INVESTMENT PORTFOLIO
<TABLE>
<CAPTION>
The amortized cost and fair values of securities are as follows:
September 30, December 31,
1999 1998
(in thousands)
Securities Available for Sale
Amortized Fair Amortized Fair
Cost Value Cost Value
<S> <C> <C> <C> <C>
U.S. Treasury and agency securities $18,222 $17,786 $14,890 $14,972
Mortgage-backed securities 8,053 7,861 10,665 10,657
Governmental mutual fund 3,128 2,898 3,128 3,025
Federal Home Loan Bank stock 2,529 2,529 2,007 2,007
Bankers Bank stock 350 350 150 150
------- ------- ------- -------
Total $32,282 $31,424 $30,840 $30,811
======= ======= ======= =======
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
Securities Held to Maturity
Amortized Fair Amortized Fair
Cost Value Cost Value
<S> <C> <C> <C> <C>
Obligations of states and
political subdivisions $10,496 $ 9,985 $ 9,214 $ 9,384
Federal Reserve Bank stock 90 90 90 90
------- ------- -------- --------
Total $10,586 $10,075 $ 9,304 $ 9,474
======= ======= ======== ========
</TABLE>
As investment securities mature, to the extent that the proceeds are reinvested
in investment securities, management expects that the categories of taxable
investment securities purchased will be in approximately the same proportion
as existed at September 30, 1999. The maturities and yields of the investment
portfolio at September 30, 1999 and December 31, 1998 are shown below.
<TABLE>
<CAPTION>
MATURITY AND YIELDS OF INVESTMENT SECURITIES
At September 30, 1999
(Dollars in thousands)
Securities Available for Sale
Estimated After 1 Year & After 5 years & After 10
Fair Within 1 Year Within 5 Years Within 10 Years years
Value Amount Yield(1)AmountYield(1) AmountYield(1)AmountYield(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury
and agency
securities $17,786 $1,001 5.40% $9,168 5.92% $2,862 6.08% $4,755 5.97%
Governmental
mutual fund 2,898 2,898 6.72 - - - - - -
Federal Home
Loan Bank 2,529 - - - - - - 2,529 5.88
stock
Bankers Bank
stock 350 - - - - - - 350 -
------- ------ ----- ------ ----- ------ ----- ------ -----
23,563 $3,899 6.38% $9,168 5.92% $2,862 6.08% $7,634 5.67%
====== ====== ====== ======
Mortgage-
backed
securities(2) 7,861
--------
Total $ 31,424
========
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
Securities Held to Maturity
Total After 1 Year & After 5 Years & After
Carrying Within 1 Year Within 5 Years Within 10 Years 10 Years
Value AmountYield(1)AmountYield(1)AmountYield(1) AmountYield(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Obligations of
states and
political
subdivisions $10,496 $660 4.51% $1,523 4.58% $1,298 4.64% $7,015 5.13%
Federal Reserve
Bank stock 90 90 6.00
------- ---- ------ ------ ------
Total $10,586 $660 4.51% $1,523 4.58% $1,298 4.64% $7,105 5.14%
======= ==== ====== ====== ======
</TABLE>
(1) Yields are actual, not fully taxable equivalent.
(2) Mortgage-backed securities generally have stated maturities of 4 to 15
years but are subject to likely and substantial prepayments which
effectively accelerate actual maturities.
MATURITY AND YIELDS OF INVESTMENT SECURITIES
At December 31, 1998
(Dollars in thousands)
<TABLE>
<CAPTION>
Securities Available for Sale
EstimatedAfter 1 Year & After 5 years & After
Fair Within 1 Year Within 5 Years Within 10 Years 10 years
Value AmountYield(1) AmountYield(1) AmountYield(1)AmountYield(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury
and agency
securities $14,972 $ 18 5.51% $8,913 5.95% $1,000 6.10% $5,041 5.98%
Governmental
mutual fund 3,025 3,025 6.12 - - - - - -
Federal Home
Loan Bank 2,007 - - - - - - 2,007 5.12
stock
Bankers Bank
stock 150 - - - - - - 150 -
------- ------ ------ ------ ------
20,154 $3,043 6.11% $8,913 5.95% $1,000 6.10% $7,198 5.62%
====== ====== ====== ======
Mortgage-
backed
securities(2) 10,657
-------
Total $30,811
=======
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
Securities Held to Maturity
Total After 1 Year &After 5 Years &
CarryingWithin 1 Year Within 5 YearsWithin 10 YearsAfter 10 Years
Value Amount Yield(1)AmountYield(1)AmountYield(1)AmountYield(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Obligations of
states and
political
subdivisions 9,214 450 5.31% 1,902 4.55% 1,418 4.73% 5,444 4.93%
Federal Reserve
Bank stock 90 90 6.00
------ --- ------ ------ ------
Total $9,304 $450 5.31% $1,902 4.55% $1,418 4.73% $5,534 4.95%
====== ==== ====== ====== ======
</TABLE>
(1) Yields are actual, not fully taxable equivalent.
(2) Mortgage-backed securities generally have stated maturities of 4 to
15 years but are subject to likely and substantial prepayments
which effectively accelerate actual maturities.
LOAN PORTFOLIO
<TABLE>
<CAPTION>
The composition of the loan portfolio at September 30, 1999 and December 31,
1998 is summarized in the following table.
September 30, December 31,
1999 1998
(in thousands)
<S> <C> <C>
Real estate:
Construction $12,668 $19,623
Other 36,698 33,452
Commercial 14,936 18,738
Installment 1,016 1,192
Lease financing 1,766 1,850
Deferred loan fees (339) (292)
------- -------
Subtotal 66,745 74,563
Allowance for
Credit losses (840) (716)
------- -------
Loans, net $65,905 $73,847
======= =======
<PAGE> 17
ALLOWANCE FOR CREDIT LOSSES
Activity in the allowance for credit losses for the nine months ended September
30, 1999 and the year ended December 31, 1998 is summarized in the
following table:
</TABLE>
<TABLE>
<CAPTION>
Nine months Year
ended ended
September 30, December 31,
1999 1998
------------- ------------
<S> <C> <C>
Beginning balance $ 716,000 $ 578,000
Provision charged to
operations 66,000 136,000
Charge-offs - Commercial - (65,000)
Recoveries - Commercial 58,000 67,000
--------- ---------
Ending balance $ 840,000 $ 716,000
========= =========
Ratio of net charge-offs
(recoveries) during the period
to average loans outstanding
(annualized for the nine
months ended September
30, 1999). (.106)% (.003)%
========= =========
Ratio of allowance for credit
losses to loans outstanding
at end of period 1.26% 0.96%
========= =========
</TABLE>
DEPOSITS
The average balance sheets for 1999 and 1998 set forth the average amount
and average interest rate paid for deposits.
<TABLE>
<CAPTION>
At September 30, 1999 and December 31, 1998, time deposits of $100,000 or
more have remaining maturities as follows (in thousands):
September 30, December 31,
------------- ------------
<S> <C> <C>
3 months or less $14, 739 $ 6,640
Over 3 months to 6 months 2,727 8,959
Over 6 months to 12 months 3,442 4,583
Over 1 year to 5 years 2,436 2,497
Over 5 years 100 100
-------- -------
TOTAL $ 23,444 $22,779
======== =======
</TABLE>
<PAGE> 18
LIQUIDITY AND CAPITAL RESOURCES
The Bank manages its liquidity to provide adequate funds at an acceptable cost
to support borrowing requirements and deposit flows of its customers. At
September 30, 1999 liquid assets as a percentage of deposits were 56% (52%
at December 31, 1998). In addition to cash and due from banks, liquid assets
include short-term time deposits with other banks, Federal funds sold and
investment securities available for sale. The Bank has $11.0 million in Federal
funds lines of credit available with correspondent banks to meet liquidity
needs.
Management regularly reviews general economic and financial conditions, both
external and internal, and determines whether the positions taken with respect
to liquidity and interest rate sensitivity continue to be appropriate. The Bank
also utilizes a monthly "Gap" report which identifies rate sensitivity over the
short- and long-term.
The following table sets forth the distribution of repricing opportunities,
based on contractual terms, of the Company's earning assets and interest-bearing
liabilities at September 30, 1999, the interest rate sensitivity gap (i.e.
interest rate sensitive assets less interest rate sensitive liabilities), the
cumulative interest rate sensitivity gap, the interest rate sensitivity gap
ratio (i.e. interest rate sensitive assets divided by interest rate sensitive
liabilities) and the cumulative interest rate sensitivity gap ratio.
<PAGE> 19
<TABLE>
<CAPTION>
DISTRIBUTION OF REPRICING OPPORTUNITIES
At September 30, 1999
(Dollars in thousands)
After Three After Six After One
Within Months But Months But Year But After
Three Within Six Within One Within Five
Months Months Year Five Years Years Total
--------- ---------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Federal funds
sold $24,600 - - - - $24,600
Interest bearing
deposits in
other banks - 200 1,294 298 - 1,792
Municipal
securities - - 660 1,523 8,313 10,496
U.S. Treasury
and agency
securities 3,900 - - 12,030 4,755 20,685
Mortgage-backed
securities - 239 - 1,261 6,361 7,861
FRB/FHLB stock - - - - 2,969 2,969
Loans 27,198 4,114 1,198 12,935 21,640 67,085
-------- ------- -------- ------- ------- --------
Total earning
assets $55,698 $ 4,553 $ 3,152 $28,047 $44,038 $135,488
-------- ------- -------- ------- ------- --------
Interest
bearing
demand
accounts $41,277 - - - - 41,277
Savings
accounts 11,064 - - - - 11,064
Time
certificates
of deposit
of $100,000
or more 14,739 2,727 $ 3,442 2,436 100 23,444
Other time
deposits 4,311 1,938 3,643 2,069 - 11,961
Other borrowings 25 2,000 - 12,484 8,062 22,571
------- ------- -------- ------- -------- -------
Total interest-
bearing
liabilities $71,416 $ 6,665 $ 7,085 $16,989 $ 8,162 $110,317
------- ------- -------- ------- -------- --------
Interest rate
sensitivity
gap $(15,718) $(2,112) $ (3,933) $11,058 $35,876 $ 25,171
======== ======= ======== ======= ======= ========
Cumulative
interest rate
sensitivity
gap $(15,718) $(17,830) $(21,763) $(10,705) $25,171
======== ======== ======== ======== =======
Interest rate
sensitivity
gap ratio 0.78 0.68 0.44 1.65 5.40
Cumulative
interest rate
sensitivity
gap ratio 0.78 0.77 0.74 0.90 1.23
</TABLE>
<PAGE> 20
The Company and the Bank are subject to capital adequacy guidelines issued
by the Board of Governors of the Federal Reserve System (the "BGFRS") and
the Office of the Comptroller of the Currency ("OCC"). The Company and the
Bank are required to maintain total capital equal to at least 8% of assets and
commitments to extend credit, weighted by risk, of which at least 4% must
consist primarily of common equity including retained earnings (Tier 1 capital)
and the remainder may consist of limited life (and in the case of banks,
cumulative) preferred stock, mandatory convertible securities, subordinated
debt and a limited amount of loan loss reserves. Effective October 1, 1998,
the BGFRS and other federal agencies approved including in Tier 2 capital up
to 45% of the pretax net unrealized gains on certain available-for-sale equity
securities having readily determinable fair values (i.e. the excess, if any, of
fair market value over the book value or historical cost of the investment
security). The federal regulatory agencies reserve the right to exclude all or
a portion of the unrealized gains upon a determination that the equity
securities are not prudently valued. Unrealized gains and losses on other
types of assets, such as bank premises and available-for-sale debt securities,
are not included in Tier 2 capital, but may be taken into account in the
evaluation of overall capital adequacy and net unrealized losses on available-
for-sale equity securities will continue to be deducted from Tier 1 capital as
a cushion against risk. Certain assets and commitments to extend credit present
less risk than others and will be assigned to lower risk-weighted categories
requiring less capital allocation than the 8% total ratio. For example, cash
and government securities are assigned to a 0% risk-weighted category, most
home mortgage loans are assigned to a 50% risk-weighted category requiring a
4% capital allocation and commercial loans are assigned to a 100% risk-weighted
category requiring an 8% capital allocation. As of September 30, 1999, the
Company's total risk-based capital ratio was approximately 17.0 (approximately
16.7% for the Bank) compared to approximately 16.8% (approximately 16.4% for
the Bank) at December 31, 1998.
The Board of Governors and other federal banking agencies have adopted a
revised minimum leverage ratio for bank holding companies and banks as a
supplement to the risk-weighted capital guidelines. The old rule established
a 3% minimum leverage standard for well-run banking organizations (bank
holding companies and banks) with diversified risk profiles. Banking
organizations which did not exhibit such characteristics or had greater risk due
to significant growth, among other factors, were required to maintain a
minimum leverage ratio 1% to 2% higher. The old rule did not take into
account the implementation of the market risk capital measure set forth in the
federal regulatory agency capital adequacy guidelines. The revised leverage
ratio establishes a minimum Tier 1 ratio of 3% (Tier 1 capital to total assets)
for the highest rated bank holding companies and banks. All other bank
holding companies must maintain a minimum Tier 1 leverage ratio of 4% with
higher leverage capital ratios required for banking organizations that have
significant financial and/or operational weaknesses, a high risk profile, or are
undergoing or anticipating rapid growth.
<PAGE> 21
The following table reflects the Company's leverage, Tier 1 and total risk-
based capital ratios as of September 30, 1999 and December 31, 1998.
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
Leverage ratio 10.2% 11.0%
Tier 1 capital ratio 16.1% 16.0%
Total risk-based capital ratio 17.0% 16.8%
</TABLE>
On December 19, 1991, the President signed the Federal Deposit Insurance
Corporation Improvement Act of 1991 (the "FDICIA"). The FDICIA, among
other matters, substantially revised banking regulations and established a
framework for determination of capital adequacy of financial institutions.
Under the FDICIA, financial institutions are placed into one of five capital
adequacy catagories as follows: (1) "Well capitalized" - consisting of
institutions with a total risk-based capital ratio of 10% or greater, a Tier 1
risk-based capital ratio of 6% or greater and a leverage ratio of 5% or greater,
and the institution is not subject to an order, written agreement, capital
directive or prompt corrective action directive; (2) "Adequately capitalized" -
consisting of institutions with a total risk-based capital ratio of 8% or
greater, a Tier 1 risk-based capital ratio of 4% or greater and a leverage ratio
of 4% or greater, and the institution does not meet the definition of a "well
capitalized" institution; (3) "Undercapitalized" - consisting of institutions
with a total risk-based capital ratio less than 8%, a Tier 1 risk-based capital
ratio of less than 4%, or a leverage ratio of less than 4%; (4) "Significantly
undercapitalized" - consisting of institutions with a total risk-based capital
ratio of less than 6%, a Tier 1 risk-based capital ratio of less than 3%, or a
leverage ratio of less than 3%; (5) "Critically undercapitalized" - consisting
of an institution with a ratio of tangible equity to total assets that is equal
to or less than 2%.
Financial institutions classified as undercapitalized or below are subject to
various limitations including, among other matters, certain supervisory actions
by bank regulatory authorities and restrictions related to (i) growth of assets,
(ii) payment of interest on subordinated indebtedness, (iii) payment of
dividends or other capital distributions, and (iv) payment of management fees
to a parent holding company. The FDICIA requires bank regulatory authorities
to initiate corrective action regarding financial institutions which fail to
meet minimum capital requirements. Such action may result in orders to, among
other matters, augment capital and reduce total assets. Critically
undercapitalized financial institutions may also be subject to appointment of
a receiver or implementation of a capitalization plan.
OTHER MATTERS
The Registrant and San Jose National Bank issued a joint press release dated
August 27, 1999, announcing the signing of an Agreement and Plan of Merger
dated August 27, 1999 (the "Agreement"), by and among SJNB Financial Corp,
Saratoga Bancorp and Saratoga National Bank. Pursuant to the agreement,
<PAGE> 22
Saratoga Bancorp will merge with and into SJNB Financial Corp in a tax-free
merger intended to be accounted for as a pooling of interests (the"Merger")
with outstanding shares of Saratoga Bancorp converted into 0.7 of a share of
SJNB Financial Corp., subject to adjustment, and Saratoga National Bank will
merge with and into San Jose National Bank, a subsidiary of SJNB Financial
Corp. The agreement includes among its terms, the grant of a stock option to
SJNB Financial Corp. to acquire up to 19.9% of the outstanding Saratoga
Bancorp shares upon the occurance of certain events pursuant to a Stock
Option Agreement dated as of August 27, 1999. The Merger is subject to the
approval of Saratoga Bancorp and SJNB Financial Corp. shareholders and
applicable regulatory approvals.
YEAR 2000
As the year 2000 approaches, a critical issue has emerged regarding how
existing application software programs and operating systems can
accommodate this date value. In brief, many existing application software
products were designed to only accommodate a two digit date position which
represents the year (e.g. "97" is stored on the system and represents the year
1997.) As a result, the year 1999 (i.e. "99") could be the maximum date value
these systems will be able to accurately process. This is not just a banking
problem, as corporations around the world and in all industries are similarly
impacted.
During 1997, the Company began a plan that includes the five phases of Year
2000 compliance as defined by the FFIEC (i.e. awareness, assessment,
renovation, validation, and implementation). The Company's Year 2000 Plan
(the "Plan") addresses the proper function of the Company's in-house
computer hardware and software, along with other products and services
which the Company utilizes and which have potential for Year 2000 difficulties.
Awareness and Assessment Phases The Company completed the
Awareness and Assessment Phases, as defined by the FFIEC, during early
1998 and continues to update its assessment as needed. Management of the
Company reports at least monthly to the Board of Directors on its Year 2000
efforts.
Renovation Phase The FFIEC guideline date for institutions to substantially
complete program changes and system upgrades for mission critical systems
was December 31, 1998. By that date, the Company had completed
replacements of all hardware and software components with the exception of
the item processing subsystem of the mainframe. The replacement of this
system was completed in March 1999.
Validation and Implementation Phases To reduce the possibility of
unexpected failure of the Company's systems during and after the century date
change, which could have an impact on the Company and its customers, the
company continues to test its systems in accordance with a test strategy and
plan developed in 1998. The FFIEC guideline date for institutions to begin
testing their mission critical applications and systems was September 1, 1998.
<PAGE> 23
During April 1998, the Company began testing various mission critical and
non-mission critical systems. The Company had completed this testing by the
end of the second quarter of 1999.
Business Relationships As a part of the Company's Plan, all third party
suppliers and service providers have been contacted and assessed as to their
Year 2000 preparedness. In addition, the Bank has communicated with its
large borrowers and major depositors to determine the extent to which the
Company might be vulnerable if those third parties fail to resolve their Year
2000 issues. Because the Company recognizes that its business and
operations could be adversely affected if key businesses fail to achieve timely
Year 2000 compliance, the Company is evaluating strategies to manage and
mitigate the risk to the Company from their Year 2000 failures.
Contingency Plans FFIEC guidelines indicate that contingency plans
covering mission critical systems in the event of Year 2000 problems are a
prudent business practice. The Company has developed contingency plans
for applications and systems used by the Bank that are deemed mission critical
as well as plans to cover many non-mission critical applications and systems.
The contingency plans are based on a review of various emergency scenarios
ranging from the Year 2000 failure of a single software or hardware component
to the total loss of systems and applications. Because business resumption
planning is a dynamic process, the Company may further refine and test these
plans throughout 1999.
Costs to Address Year 2000 Issues The majority of the costs associated with
the Company's Year 2000 preparedness efforts would have been incurred in
the normal course of business, as the Company regularly upgrades its various
systems in an effort to more efficiently and effectively serve its clientele and
conduct its operations. The Company estimates the total cost of compliance
will be approximately $150,000, with the majority of this expense earmarked
for the new item processing subsystem. The costs incurred in 1998 did not
have a material effect on the Company's net income for 1998, and the
Company does not expect the costs that will be incurred in 1999 to have a
material impact on the Company's net income for 1999.
Even with all of the Company's preparation, there can be no assurance that
problems will not arise which could have an adverse impact due, among other
matters, to the complexities involved in computer programming related to
resolution of Year 2000 problems and the fact that the systems of other
companies on which the Company may rely must also be corrected on a timely
basis. Delays, mistakes or failures in correcting Year 2000 system problems
by such other companies could have a significant adverse impact upon the
Company and its ability to mitigate the risk of adverse impact of Year 2000
problems for its customers.
<PAGE> 24
Quantitative and Qualitative Disclosures about Market Risk
Disclosures under this item are not required for the current fiscal year as the
Company qualifies as a "Small Business" filer.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
a) (3) Exhibits. The exhibits listed on the accompanying Exhibit
Index are filed as part of this report.
(3.1) Articles of Incorporation, as amended, are incorporated by
reference herein to Exhibit 3.1 of Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1988, as filed with the Securities and Exchange Commission
on March 27, 1989.
(3.2) By-laws, as amended, are incorporated by reference herein
to Exhibit 3.2 of Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993 as filed with
the Securities and Exchange Commission on March 29, 1994.
<PAGE> 25
(4.1) Specimen stock certificate is incorporated by reference to
Exhibit 4.1 of Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 as filed with the
Securities and Exchange Commission on March 30, 1995.
(10.1) Lease agreement dated 10/19/87 for 15405 Los Gatos Blvd.,
Suite 103, Los Gatos, CA is incorporated by reference herein
to Exhibit 10.1 of Registrant's Annual Report on Form 10-K
for the fiscal year ended De cember 31, 1987 as filed with
the Securities and Exchange Commission on March 31, 1988.
(10.2) Agreement of Purchase and Sale dated July 27, 1988 for 12000
Saratoga-Sunnyvale Road, Saratoga, CA is incorporated by
reference herein to Exhibit 10.1 of Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1988, as filed with the Securities and Exchange Commission
on March 27, 1989.
*(10.3) Indemnification Agreements with directors and executive
officers of the Registrant are incorporated by reference
herein to Exhibit 10.2 of Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1988, as
filed with the Securities and Exchange Commission on March
27, 1989.
(10.4) Lease agreement dated 1/17/89 for 160 West Santa Clara
Street, San Jose, California is incorporated by reference
herein to Exhibit 10.4 of Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989, as
filed with the Securities and Exchange Commission on March
27, 1990.
(10. 5) Bank of the West Master Profit Sharing and Savings Plan and
Amendment, amended as of March, 1990, are incorporated by
reference herein to Exhibit 10.5 of Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1990, as filed with the Securities and Exchange Commission
on March 20, 1991.
*(10.6) Chief Executive Officer Compensation Plan/Richard L. Mount
is incorporated by reference herein to Exhibit 10.6 of
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, as filed with the Securities and
Exchange Commission on March 20, 1991.
<PAGE> 26
*(10.7) Saratoga Bancorp 1982 Stock Option Plan is incorporated
by reference herein to the exhibits to Registration
Statement No.33-34674 on Form S-8 as filed with the
Securities and Exchange Commission on May 7, 1990.
*(10.8) Saratoga National Bank Savings Plan dated June 19, 1995
is incorporated by reference herein to Exhibit 10.8
of Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, as filed with the Securities
and Exchange Commission on March 27, 1996.
*(10.9) Saratoga Bancorp 1994 Stock Option Plan dated March 18,
1994 is incorporated by reference herein to Appendix A of
Proxy Statement dated April 19, 1994 as filed with the
Securities and Exchange Commission on April 27, 1994.
*(10.10) Forms of Incentive Stock Option Agreement, Non-Statutory
Stock Option Agreement and Non-Statutory Agreement for
Outside Directors, as amended is incorporated by reference
herein to Exhibit 10.8 of Registrant's Quarterly Report on
Form 10-Q for the Quarter ended June 30, 1994 as filed with
the Securities and Exchange Commission on August 15, 1994.
*(10.11) Form of Director Supplemental Compensation Agreement
dated September 24, 1998 between Saratoga National Bank
and Robert G. Egan, John F. Lynch III and V. Ronald Mancuso,
respectively.
*(10.12) Form of Director Life Insurance Endorsement Method Split
Dollar Plan Agreement dated September 24, 1998 between
Saratoga National Bank and Robert G. Egan, John F. Lynch
III, and V. Ronald Mancuso, respectively.
*(10.13) Form of Director Surrogate Supplemental Compensation
Agreement dated September 24, 1998 between Saratoga
National Bank and Victor E. Aboukhater and William D. Kron,
respectively.
*(10.14) Form of Director Surrogate Life Insurance Endorsement Method
Split Dollar Plan Agreement dated September 24, 1998
between Saratoga National Bank and Victor E. Aboukhater
and William D. Kron, respectively.
<PAGE> 27
*(10.15) Form of Officer Supplemental Compensation Agreement dated
September 24, 1998 between Saratoga National Bank and Earl
Lanna, Mary Rourke, Sandra Swenson, Barbara Resop and
Cathe Franklin, respectively.
*(10.16) Form of Officer Life Insurance Endorsement Method Split
Dollar Plan Agreement dated September 24, 1998 between
Saratoga National Bank and Earl Lanna, Mary Rourke, Sandra
Swenson, Barbara Resop and Cathe Franklin, respectively.
*(10.17) Richard L. Mount Executive Supplemental Compensation
Agreement dated September 24, 1998.
*(10.18) Richard L. Mount Life Insurance Endorsement Method Split
Dollar Plan Agreement dated September 24, 1998.
*(10.19) Richard L. Mount Employment Agreement dated May 20, 1999,
effective January 1, 1999.
*(10.20) Richard L. Mount Executive Benefits Agreement dated June
18, 1999.
(27.1) Financial Data Schedule
*Denotes management contracts, compensatory plans or arrangements.
(b) Reports on Form 8-K
-------------------
On September 23, 1999, Registrant filed a Current Report
on Form 8-K, dated September 20, 1999 reporting under
Item 5 (Other Events) a ten cent ($0.10) cash dividend
on outstanding shares of common stock of Saratoga Bancorp,
to be payable on November 5, 1999, to shareholders of
record at the close of business on October 22, 1999.
On September 1, 1999, Registrant filed a current Report
on Form 8-K, dated August 30, 1999, reporting under Item
5 (Other Events) that The Registrant and SJNB Financial
Corp. issued a joint press release dated August 27, 1999,
announcing the signing of an Agreement and Plan of Merger
dated August 27, 1999 (the "Agreement"), by and among
SJNB Financial Corp, Saratoga Bancorp and Saratoga
National Bank. Pursuant to the agreement, Saratoga
Bancorp will merge with and into SJNB Financial Corp
<PAGE> 28
in a tax-free merger in intended to be accounted for as
a pooling of interests (the"Merger") with outstanding
shares of Saratoga Bancorp converted into 0.7 of a share
of SJNB Financial Corp., subject to adjustment, and
Saratoga National Bank will merge with and into San Jose
National Bank, a subsidiary of SJNB Financial Corp.
The agreement includes among its terms, the grant of a
stock option to SJNB Financial Corp. to acquire up to
19.9% of the outstanding Saratoga Bancorp shares upon
the occurance of certain events pursuant to a Stock Option
Agreement dated August 27, 1999. The Merger is subject
to the approval of Saratoga Bancorp and SJNB Financial
Corp. shareholders and applicable regulatory approvals.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULT CAUSED THE REPORT TO BE SIGNED ON BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED.
SARATOGA BANCORP
Date: October 18, 1999 MARY PAGE ROURKE
-----------------
Mary Page Rourke
(Principal Accounting
Officer)
<PAGE> 29
INDEX TO EXHIBITS
-----------------
Sequentially
Numbered
Number Exhibits Page
- ------ --------- --------------
27.1 Financial Data Schedule 30
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 5561
<INT-BEARING-DEPOSITS> 1792
<FED-FUNDS-SOLD> 24600
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 31424
<INVESTMENTS-CARRYING> 10586
<INVESTMENTS-MARKET> 10075
<LOANS> 65905
<ALLOWANCE> 840
<TOTAL-ASSETS> 151698
<DEPOSITS> 112385
<SHORT-TERM> 2025
<LIABILITIES-OTHER> 1669
<LONG-TERM> 20546
0
0
<COMMON> 4434
<OTHER-SE> 10639
<TOTAL-LIABILITIES-AND-EQUITY> 151698
<INTEREST-LOAN> 5170
<INTEREST-INVEST> 1889
<INTEREST-OTHER> 565
<INTEREST-TOTAL> 7624
<INTEREST-DEPOSIT> 2384
<INTEREST-EXPENSE> 3401
<INTEREST-INCOME-NET> 4223
<LOAN-LOSSES> 66
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2811
<INCOME-PRETAX> 2258
<INCOME-PRE-EXTRAORDINARY> 1434
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1434
<EPS-BASIC> 0.90
<EPS-DILUTED> 0.80
<YIELD-ACTUAL> 4.19
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 1431
<ALLOWANCE-OPEN> 716
<CHARGE-OFFS> 0
<RECOVERIES> 58
<ALLOWANCE-CLOSE> 840
<ALLOWANCE-DOMESTIC> 508
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 332
</TABLE>
