SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 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: 0-11771
SJNB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California 77-0058227
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE NORTH MARKET STREET, SAN JOSE, CALIFORNIA 95113
(Address of principal executive offices) (Zip Code)
(408) 947-7562
(Registrant's telephone number, including area code)
Not Applicable
(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: 2,349,741 shares of common
stock outstanding as of August 12, 1999.
<PAGE>
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1. - FINANCIAL STATEMENTS
- ------
SJNB FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statement of Operations 4
Condensed Consolidated Statements of Shareholders' Equity 5
Condensed Consolidated Statements of Cash Flows 6
Notes to Unaudited Condensed Consolidated Financial Statements 7
Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ------ CONDITION AND RESULTS OF OPERATIONS 8
Item 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
- ------ MARKET RISK 26
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS 27
- ------
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 27
- ------
Item 3. DEFAULTS UPON SENIOR SECURITIES 28
- ------
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 28
- ------
Item 5. OTHER INFORMATION 29
- ------
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 29
- ------
SIGNATURES 31
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. -Financial Statements
<TABLE>
<CAPTION>
SJNB FINANCIAL CORP. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
(in thousands)
June 30,
1999 December 31,
Assets (Unaudited) 1998
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash and due from banks $18,425 $11,239
Money market investments and Fed Funds sold 12,572 22,285
Investment securities:
Available for sale 56,187 35,216
Held to maturity (Fair value: $10,133 at June 30, 1999
and $11,369 at December 31, 1998) 10,279 11,173
- -----------------------------------------------------------------------------------------------------------------------------
Total investment securities 66,466 46,389
- -----------------------------------------------------------------------------------------------------------------------------
Loans and leases 296,969 261,380
Allowance for possible loan and lease losses (4,938) (4,778)
- -----------------------------------------------------------------------------------------------------------------------------
Loans and leases, net 292,031 256,602
- -----------------------------------------------------------------------------------------------------------------------------
Premises and equipment, net 3,706 3,770
Accrued interest receivable and other assets 6,595 5,622
Intangibles, net of accumulated amortization of $2,393 at
June 30, 1999 and $2,164 at December 31, 1998 3,845 4,027
- -----------------------------------------------------------------------------------------------------------------------------
Total Assets $403,640 $349,934
=============================================================================================================================
Liabilities and Shareholders' Equity
- -----------------------------------------------------------------------------------------------------------------------------
Deposits:
Noninterest-bearing $76,464 $70,962
Interest-bearing 254,661 231,480
- -----------------------------------------------------------------------------------------------------------------------------
Total deposits 331,125 302,442
- -----------------------------------------------------------------------------------------------------------------------------
Other short-term borrowings 32,497 5,000
Accrued interest payable and other liabilities 5,923 7,010
- -----------------------------------------------------------------------------------------------------------------------------
Total liabilities 369,545 314,452
- -----------------------------------------------------------------------------------------------------------------------------
Shareholders' equity:
Common stock, no par value; authorized, 20,000 shares;
issued and outstanding, 2,349 shares at June 30, 1999
and 2,450 shares at December 31, 1998 13,840 16,777
Retained earnings 20,440 18,405
Accumulated other comprehensive (loss) income (185) 300
- -----------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 34,095 35,482
- -----------------------------------------------------------------------------------------------------------------------------
Commitments and contingencies ---- ----
- -----------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholder's Equity $403,640 $349,934
=============================================================================================================================
<FN>
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SJNB FINANCIAL CORP. AND SUBSIDIARY
Condensed Consolidated Statement of Operations
(in thousands, except per share amounts)
(Unaudited)
Quarter ended Six months ended
June 30, June 30,
----------------------------------------------------
1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans and leases $6,891 $6,040 $13,321 $12,155
Interest on money market investments 244 275 384 395
Interest and dividends on investment securities available for sale 586 757 1,104 1,514
Interest on investment securities held to maturity 130 190 284 380
Other interest and investment income (6) (3) (20) (5)
- -----------------------------------------------------------------------------------------------------------------------------
Total interest income 7,845 7,259 15,073 14,439
- -----------------------------------------------------------------------------------------------------------------------------
Interest expense:
Interest expense on interest-bearing deposits:
Certificates of deposit over $100 1,198 822 2,250 1,501
Other 1,410 1,417 2,603 2,953
- -----------------------------------------------------------------------------------------------------------------------------
Total interest expense 2,608 2,239 4,853 4,454
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income 5,237 5,020 10,220 9,985
- -----------------------------------------------------------------------------------------------------------------------------
Provision for possible loan and lease losses ----- ----- 100 -----
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for
possible loan and lease losses 5,237 5,020 10,120 9,985
- -----------------------------------------------------------------------------------------------------------------------------
Other income:
Service charges on deposits 196 151 352 312
Other operating income 69 100 411 223
Net loss on securities available for sale ----- ----- ----- (8)
- -----------------------------------------------------------------------------------------------------------------------------
Total other income 265 251 763 527
- -----------------------------------------------------------------------------------------------------------------------------
Other expenses:
Salaries and benefits 1,905 1,710 3,709 3,330
Occupancy 224 182 440 349
Other 1,042 839 2,082 1,831
- -----------------------------------------------------------------------------------------------------------------------------
Total other expenses 3,171 2,731 6,231 5,510
- -----------------------------------------------------------------------------------------------------------------------------
Income before income taxes 2,331 2,540 4,652 5,002
Income taxes 954 1,059 1,946 2,086
- -----------------------------------------------------------------------------------------------------------------------------
Net income $1,377 $1,481 $2,706 $2,916
=============================================================================================================================
Net income per share - basic $0.59 $0.59 $1.14 $1.16
=============================================================================================================================
Net income per share - diluted $0.56 $0.56 $1.08 $1.10
=============================================================================================================================
<FN>
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SJNB FINANCIAL CORP. AND SUBSIDIARY
Condensed Consolidated Statements of Shareholders' Equity
(dollars in thousands)
(Unaudited)
Net Unrealized
Gain (Loss) Total
on Securities Share-
Common Retained Available holders'
Six months ended June 30, 1998 Shares Stock Earnings for Sale Equity
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balances, December 31, 1997 2,493 $18,800 $14,254 $105 $33,159
----------
Net income 2,916 2,916
Other comprehensive income - Unrealized losses
on securities held for sale, net (1) (1)
----------
Comprehensive income 2,915
----------
Common stock repurchased (64) (2,614) (2,614)
Issuance of common stock for purchase of Epic Funding Corp. 12 501
Stock options exercised 30 487 487
Cash dividends (700) (700)
- -----------------------------------------------------------------------------------------------------------------------------
Balances, June 30, 1998 2,471 $17,174 $16,470 $104 $33,247
=============================================================================================================================
Six months ended June 30, 1999
- -----------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1998 2,450 $16,777 $18,405 $300 $35,482
----------
Net income 2,706 2,706
Other comprehensive income - Unrealized losses
on securities held for sale, net (485) (485)
----------
Comprehensive income 2,221
----------
Common stock repurchased (114) (3,105) (3,105)
Stock options exercised 13 168 168
Cash dividends (671) (671)
- -----------------------------------------------------------------------------------------------------------------------------
Balances, June 30, 1999 2,349 $13,840 $20,440 ($185) $34,095
=============================================================================================================================
<FN>
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SJNB FINANCIAL CORP. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
(Unaudited)
Six months ended
June 30,
-------------------------------------
1999 1998
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $2,706 $2,916
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for possible loan and lease losses 100 ----
Depreciation and amortization 292 270
Amortization on intangibles 228 218
Net loss on securities available for sale ---- 7
Amortization of discount (premium) on investment securities, net 30 (19)
Increase in intangibles assets (45) (80)
Increase in accrued interest receivable and other assets (974) (333)
(Decrease) increase in accrued interest payable and other liabilities (764) 37
- -----------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,573 3,016
- -----------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from sale/maturity of securities available for sale 7,914 11,820
Maturities of securities held to maturity 3,861 2,200
Purchase of securities available for sale (29,710) (9,011)
Purchase of securities held to maturity (2,980) (798)
Loans and leases, net (35,529) (7,115)
Capital expenditures (228) (165)
Acquisition of Epic Funding Corp. - cash portion ---- (206)
- -----------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (56,672) (3,275)
- -----------------------------------------------------------------------------------------------------------------------------
Cash flow from financing activities:
Deposits, net 28,683 27,833
Other short-term borrowings 27,497 (11,000)
Cash dividends (671) (700)
Stock repurchase (3,105) (2,614)
Proceeds from stock options exercised 168 487
- -----------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 52,572 14,006
- -----------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and equivalents (2,527) 13,747
Cash and equivalents at beginning of year 33,524 25,525
- -----------------------------------------------------------------------------------------------------------------------------
Cash and equivalents at end of period $30,997 $39,272
=============================================================================================================================
Other cash flow information:
Interest paid $4,736 $4,573
=====================================
Income taxes paid 2,300 2,025
=============================================================================================================================
Noncash transactions:
Unrealized loss on securities available for sale, net of tax $(485) $(1)
=============================================================================================================================
Purchase of Epic Funding Corp.:
Leases ---- $149
Other assets ---- 789
- -----------------------------------------------------------------------------------------------------------------------------
Total assets acquired ---- 938
Cash paid and expenses incurred ---- (206)
Liabilities assumed:
Other liabilities ---- 231
- -----------------------------------------------------------------------------------------------------------------------------
Total liabilities assumed ---- 231
- -----------------------------------------------------------------------------------------------------------------------------
Common stock issued, net of registration costs ---- $501
=============================================================================================================================
<FN>
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
SJNB FINANCIAL CORP. AND SUBSIDIARY
Notes to Unaudited Condensed Consolidated Financial Statements
Note A Unaudited Condensed Consolidated Financial Statements
-----------------------------------------------------
The unaudited condensed consolidated financial statements of SJNB
Financial Corp. (the "Company") and its subsidiary, San Jose National
Bank, and its subsidiary Epic Funding Corp., are prepared in
accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q. In the
opinion of management, all adjustments necessary for a fair
presentation of the financial position, results of operations and cash
flows for the periods have been included and are normal and recurring.
The results of operations and cash flows are not necessarily
indicative of those expected for the full fiscal year.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. These condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and
notes thereto included in the Company's Annual Report to Shareholders
for the year ended December 31, 1998.
Note B Net Income Per Share of Common Stock
-------------------------------------
<TABLE>
<CAPTION>
The reconciliation of the numerators and denominators of the basic and
diluted earnings per share (EPS) computations are as follows (in
thousands, except per share amounts):
Quarter ended Quarter ended
June 30, 1999 June 30, 1998
---------------------------------------------------------------------------------------------------------------------
Net Per Share Net Per Share
Income Shares Amounts Income Shares Amounts
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net income and basic EPS $1,377 2,344 $0.59 $1,481 2,504 $0.59
============== ==============
Effect of stock option dilutive
shares 122 158
---------------------------- ---------------------------
Diluted earnings per share $1,377 2,466 $0.56 $1,481 2,662 $0.56
===================================================================================
Six months ended Six months ended
June 30, 1999 June 30, 1998
--------------------------------------------------------------------------------------------------------------------
Net Per Share Net Per Share
Income Shares Amounts Income Shares Amounts
--------------------------------------------------------------------------------------------------------------------
Net income and basic EPS $2,706 2,382 $1.14 $2,916 2,505 $1.16
============== ==============
Effect of stock option dilutive
shares 120 150
---------------------------- ---------------------------
Diluted earnings per share $2,706 2,501 $1.08 $2,916 2,655 $1.10
===================================================================================
</TABLE>
Note C Segment Reporting
-----------------
The Company adopted SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, as of December 31, 1998; however,
since management views the Company as operating in only one segment,
separate reporting of financial information under SFAS No. 131 is not
considered necessary.
Note D Other Recent Accounting Pronouncements
--------------------------------------
In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities. This Statement requires that an entity recognizes all
derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. In
July 1999, the FASB issued SFAS No. 137, Accounting for Derivative
Instruments and Hedging Activities-Deferral of the Effective Date of
SFAS No. 133, which delays the effective date of SFAS No. 133 to all
fiscal quarters of fiscal years beginning after June 15, 2000. The
Company expects to adopt this statement on January 1, 2001. The
Company will begin evaluating the impact of its adoption on the
Company's consolidated financial statements. Currently, management
believes the Statement would not have a significant effect on the
Company's consolidated financial position or its consolidated
statement of operations.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------ RESULTS OF OPERATIONS
SJNB Financial Corp. (the "Company") is the holding company for San Jose
National Bank ("SJNB" and the "Bank"), and the Bank's subsidiary, Epic Funding
Corp. ("Epic"), San Jose, California. This discussion focuses primarily on the
results of operations of the Company on a consolidated basis for the three and
six months ended June 30, 1999 and 1998 and the liquidity and financial
condition of the Company, SJNB and Epic as of June 30, 1999 and December 31,
1998.
All dollar amounts in the text in Item 2 are in thousands, except per share
amounts or as otherwise indicated.
Forward-looking Information
- ---------------------------
This Quarterly Report on Form 10-Q includes forward-looking information which is
subject to the "safe harbor" created by Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements (which involve the Company's plans,
beliefs and goals, refer to estimates or use similar terms) involve certain
risks and uncertainties that could cause actual results to differ materially
from those in the forward-looking statements. Such risks and uncertainties
include, but are not limited to, the following factors: competitive pressure in
the banking industry; changes in the interest rate environment; a potential
declining health of the economy, either nationally or regionally; the
deterioration of credit quality, which could cause an increase in the provision
for possible loan and lease losses; changes in the regulatory environment;
changes in business conditions, particularly in Santa Clara County real estate
and technology industries; certain operational risks involving data processing
systems or fraud; volatility of rate sensitive deposits; asset/liability
matching risks and liquidity risks; risks associated with the Year 2000 which
could cause disruptions in the Company's operations; and changes in the
securities markets. The Company undertakes no obligation to revise or publicly
release the results of any revision to these forward-looking statements. For
additional information concerning risks and uncertainties related to the Company
and its operations please refer to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998. See also the section below entitled "Year 2000
Issue" and other risk factors discussed elsewhere in this Report.
Current Developments
- --------------------
During the first quarter of 1999, the Company announced that the Board of
Directors had approved the repurchase of up to $3.5 million of the Company's
common stock. Through June 30, 1999, the Company had repurchased 114,500 shares
of the Company's common stock for a total price of $3.1 million. The Company's
stock repurchase program was suspended effective April 1, 1999.
Year 2000 Issue
- ---------------
The "Year 2000 issue" relates to the fact that many computer programs and other
technology utilizing microprocessors use only two digits to represent a year,
such as "99" to represent "1999." In the year 2000 ("Y2K"), such
programs/processors could incorrectly treat the year 2000 as the year 1900. This
issue has grown in importance as the use of computers and microprocessors has
become more pervasive throughout the economy, and interdependencies between
systems has multiplied. The issue must be recognized as a business problem,
rather than simply a computer problem, because of the way its effects could
ripple through the economy. The Company could be affected either directly or
indirectly by the Year 2000 issue. This could happen if any of its critical
computer systems or equipment containing embedded logic fail, if the local
infrastructure (electric power, communications, or water system) fails, if its
significant vendors are adversely impacted, or if its borrowers or depositors
are significantly impacted by their internal systems or those of their customers
or suppliers. The Company's business is heavily dependent on technology and data
processing. To address these issues, the Company has created a Year 2000 team
whose members are familiar with the Company's business and operations.
The Company does not rely on its own data processing software for its
mission-critical needs. Rather, it uses outside vendors to license software
and/or data processing services for its critical applications such as data and
item processing and customer statements. The Company is also dependent on an IBM
AS/400 computer and OS/400 operating system, as well as personal computers
connected on a local area network. The foregoing systems are classified by the
Company as mission-critical information technology ("IT") systems.
The Company's business also involves non-IT products and services, some of which
have embedded technology which might not be Year 2000 compliant. Some non-IT
products and services involve various infrastructure issues such as power,
communications and water, as well as elevators, ventilation and air conditioning
equipment. The Company classifies power and communications as non-IT
mission-critical systems.
The Company's application software, data processing vendors, computer operating
systems, local area network and the power and communication infrastructure
provide critical support to substantially all of its business and operations.
Failure to successfully complete renovation, validation and implementation of
its mission-critical IT systems could have a material adverse effect on the
operations and financial performance of the Company. Moreover, Year 2000 issues
experienced by significant vendors or customers of the Company or power or
communications systems could negatively impact the business and operations of
the Company even if its own critical IT systems are capable of functioning
satisfactorily. Due to the numerous issues and problems which might arise and
the lack of guarantees concerning Year 2000 readiness from non-IT service
providers such as power and communication systems vendors, the Company cannot
quantify the potential cost of problems if the Company's renovation and
implementation efforts or the efforts of significant vendors or customers are
not successful.
State of Readiness
The Company believes it has substantially completed its Year 2000 preparations.
During the latter half of 1997 and the first half of 1998, the Company conducted
a comprehensive review of its IT systems to identify systems that present Year
2000 issues. The Company has developed a plan which it believes should
satisfactorily resolve Year 2000 issues related to its mission-critical IT
systems. The Company's Y2K team has also utilized external resources provided by
its outside vendors and a consultant hired to assist the Company. At the date of
this Report, management of the Company had not identified any serious problems
with any of its mission-critical systems.
The Company converted to a new core processing system (which handles accounting
for loans, deposit accounts and general ledger) in November 1997. The conversion
to this system was not based on Year 2000 issues; however, the vendor of this
system represented to the Company that the system was Y2K compliant. The Company
ran tests on its core processing system at a remote disaster recovery site
during October 1998 with technical assistance from the vendor and an outside
consultant. Actual data from a prior period was used to conduct future date
tests.
Vendors of the Company's other critical IT systems and services have also
informed the Company that their products/systems are Y2K compliant. Based on
information provided by outside service providers and its testing process the
Company believes that its mission-critical IT systems are substantially Y2K
compliant.
By March 31, 1999, testing of both critical and non-critical local area network
applications was substantially complete. The Company has established a policy
limiting changes to ensure the Year 2000 readiness of various systems is not
compromised during the remainder of 1999. The Company cannot test for Y2K
readiness of its power and telecommunication vendors, although the Company is
monitoring their readiness.
During the second quarter of 1999, the Company replaced its voice mail and
e-mail systems which were determined not to be Year 2000 compliant, with Year
2000 compliant systems.
Costs
The Company is expensing all period costs associated with the Year 2000 issue.
Through June 30, 1999 the amount of such expenses since inception of the project
totaled approximately $193. It is anticipated that additional Year 2000 Project
expenses for the remainder of 1999 will be less than $10. Expenses include costs
for consultants, running tests and technical assistance from vendors, as well as
development of contingency plans and costs of communicating with customers
concerning Year 2000 issues. Also included are capital expenditures of
approximately $50 which have been incurred during 1999 to replace equipment or
systems which were nearing the end of their life cycle and found to be non-Year
2000 compliant. These cost estimates exclude the expense of the Company's
internal staff time and systems or products which were replaced for other
business reasons. The diversion of resources to Year 2000 issues has resulted in
some delays in implementation of other information systems projects. The Company
does not believe that these delays have had a material effect on its growth in
revenues or expense. There can be no assurance that these expenses will not
increase as further assessment of vendor and customer readiness and contingency
planning for the Year 2000 continues.
Risks
It is inherently difficult to predict the future outcome of most events. The Y2K
issue is no exception due to the complexity of technology, the numerous
variables and the inability to assess the impact of the Year 2000 issue on the
local, national and international economy. Management has identified a
long-range, most reasonably likely, worst-case scenario. This scenario suggests
that the Y2K issue might negatively impact some significant customers and non-IT
vendors/products through the failure of the customer and/or vendor to be
prepared or the impact on them of the failure of their own vendors and
customers. Management believes that this scenario could occur in conjunction
with an economic recession arising from the Y2K issue. The Bank's asset quality
and earnings could be adversely impacted in that event. It is not possible to
predict the effect of this Y2K scenario on the economic viability of the Bank's
customers and the related adverse impact it may have on the Company's financial
position and results of operations, including the level of the Bank's provision
for possible loan losses in future periods. Further, there can be no assurance
that other possible adverse scenarios will not occur.
The Company presently believes that, based upon its Year 2000 testing program
and assuming representations of Year 2000 readiness from significant vendors and
customers are accurate, the Year 2000 issue should not pose significant
operational risks for the Company's IT systems. However, other significant risks
relating to the Year 2000 issue are that of the unknown impact of this problem
on the operations of the Bank's customers and vendors, the impact of
infrastructure failures such as power, communications and water on the Company's
IT systems, the economy and future actions which banking or securities
regulators may take.
The Company is making efforts to ensure that its customer base is aware of the
Year 2000 issue. In addition to seminars for and mailings to its customer base,
the Bank has amended its credit policy and credit authorization documentation to
include consideration regarding the Year 2000 issue. Significant customer
relationships have been identified, and such customers have been contacted by
the Bank's account officers to determine whether they are aware of Year 2000
risks and whether they are taking preparatory actions. An initial assessment of
these customers was substantially completed in late 1998. The Company is taking
follow-up action in 1999 based on the results of this assessment.
The Company has also attempted to contact major vendors and suppliers of
non-software products and services (including those where products utilize
embedded technology) to determine the Year 2000 readiness of such organizations
and/or the products and services which the Company purchases from such
organizations. The Company is monitoring reports provided by such vendors
regarding their preparations for Year 2000. This is an ongoing process, and the
Company intends to continue to monitor information provided by such vendors
through the century date change.
Federal banking regulators have responsibility for supervision and examination
of banks to determine whether they have an effective plan for identifying,
renovating, testing and implementing solutions for Year 2000 processing and
coordinating Year 2000 processing capabilities with their customers, vendors and
payment system partners. Examiners are also required to assess the soundness of
an institution's internal controls and to identify whether further corrective
action may be necessary to ensure an appropriate level of attention to Year 2000
processing capabilities. Management believes it is currently in compliance with
the federal bank regulatory guidelines and timetables.
Contingency Plans
The Company maintains a Disaster Contingency and Business Resumption Plan which
contains policies and procedures to follow in the event of a significant
business disruption due to events such as fire, earthquake, flood, etc. The
Company has recently developed contingency plans to address potential business
disruptions which might result from Year 2000 issues. Management engaged an
independent party to review these plans during June, 1999. While the plans are
considered to be substantially complete, the Company will continue to refine
these plans during the third quarter of 1999.
<PAGE>
Selected Financial Data
<TABLE>
<CAPTION>
The following presents selected financial data and ratios as of and for the three and six months ended June 30, 1999 and 1998:
SELECTED FINANCIAL DATA AND RATIOS
- -----------------------------------------------------------------------------------------------------------------------------
For the quarters For the six months
ended June 30, ended June 30,
-------------------------------------------------------------
SELECTED ANNUALIZED OPERATING RATIOS: 1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Return on average equity 16.51% 17.33% 15.98% 17.30%
Return on average tangible equity 20.22 20.99 19.57 20.92
Return on average assets 1.46 1.79 1.50 1.79
Net (recoveries) losses to average loans and leases (0.05) 0.01 (0.04) (0.04)
Average equity to average assets 8.84 10.31 9.38 10.35
Average tangible equity to average tangible assets 7.90 8.40 8.40 9.31
PER SHARE DATA:
Net income per share - basic $0.59 $0.59 $1.14 $1.16
Net income per share - diluted 0.56 0.56 1.08 1.10
Net income per share - (core) - diluted (1) 0.60 0.60 1.17 1.18
Dividends per share 0.14 0.14 0.28 0.28
=============================================================================================================================
SHAREHOLDERS' EQUITY At June 30, At December At June 30,
1999 31, 1998 1998
- -----------------------------------------------------------------------------------------------------------------------------
Shareholders' equity per share $14.52 $14.48 $13.66
Tangible equity per share 12.88 12.84 11.92
SELECTED FINANCIAL POSITION RATIOS:
- -----------------------------------------------------------------------------------------------------------------------------
Leverage capital ratio 8.09% 9.10% 8.90%
Total risk based capital ratio 10.31 11.82 12.07
Nonperforming loans and leases to total loans and leases 0.14 0.09 0.28
Nonperforming assets to total assets 0.10 0.07 0.19
Allowance for possible loan and lease losses to total loans 1.66 1.83 1.92
Allowance for possible loan and lease losses
to nonperforming loans and leases 1,201% 1,983% 681%
Allowance for possible loan and lease losses
to nonperforming assets 1,201% 1,983% 681%
=============================================================================================================================
<FN>
(1) Excludes after-tax effect of goodwill and core deposit intangible
amortization.
</FN>
</TABLE>
Summary of Financial Results
- ----------------------------
The Company reported net income of $1,377 or $0.56 per share - diluted for the
quarter ended June 30, 1999, compared with net income of $1,481 or $0.56 per
share - diluted for the second quarter of 1998. The decrease in net income
compared to the quarter ended June 30, 1998 was primarily the result of the net
interest margin declining 63 basis points due to the prime rate decreases in
late 1998 and an increase in the cost of funds, an increase in expenses
associated with the Bank's new leasing subsidiary, Epic, and the establishment
of a de novo branch in Danville, CA, an increase in legal costs associated with
the year end proxy and other matters and an increase in directors and
shareholder costs.
For the six months ended June 30, 1999, net income was $2,706 or $1.08 per share
- - diluted compared with net income of $2,916 or $1.10 per share - diluted for
the same period in 1998. The decrease in net income and diluted earnings per
share compared to the six months ended June 30, 1998 resulted from the factors
noted above in the explanation for the second quarters of 1999 and 1998.
Net Interest Income
- -------------------
Net interest income for the quarter ended June 30, 1999, increased $217 as
compared to the same quarter a year ago. The Bank's average earning assets for
the same period increased by $46 million, as the result of growth in the Bank's
loan and lease portfolio of $45 million.
Net interest margin for the second quarter of 1999 was 5.97% as compared to
6.53% for the same quarter in 1998. This decrease was primarily related to the
decrease in the yield on earning assets; in particular the yield on loans and
leases, which accounted for approximately 80% of earning assets, declined from
10.66% to 9.67% and the cost of funds (as compared to the decline in loan
yields) decreased from 3.96% to 3.93%. This decrease in interest rates was due
to the lower interest rate environment during the fourth quarter of 1998 and the
first quarter of 1999. The stable cost of funds was due to the change in the mix
of the Bank's deposit base which had the impact of offsetting any decrease in
the cost of funds relative to decrease in yields on earning assets.
The net interest margin for the six months of 1999 was 6.11% as compared to
6.64% for the same period in 1998. This decrease was primarily related to the
decrease in the yield on earning assets; in particular the yield on loans and
leases, which accounted for approximately 81% of earning assets, declined from
10.76% to 9.70% which decline was offset by a decrease in the cost of funds from
4.03% to 3.86%. This decrease in interest rates was due to the lower interest
rate environment during the fourth quarter of 1998 and the first quarter of
1999. The cost of funds decrease did not decline in proportion with the decrease
in the yield on earning assets because of the change in the mix of the Bank's
deposit base and because rates on deposits resist declines because of their
lower base.
Economic conditions in Northern California have remained relatively strong in
the first six months of 1999, although there are indications that this economic
strength could be threatened by the tightening of the skilled labor force in
Santa Clara County and the potential for the real estate market to slow down.
According to information regarding real estate activity, there has been an
increase in the County's vacancy rate and a counter effect of declining lease
and rental rates, the impact of which could be a slow-down in real estate
construction activity. In addition, the competitive environment within the
Bank's marketplace continues to be aggressive and the competition among banks
for additional loans, leases and deposits has caused more competitive pricing.
Due to the nature of the Company's target market in which loans are generally
tied to the prime rate, management believes modest increases in interest rates
should positively affect the Bank's net interest margin. Conversely, management
believes stable or declining rates will tend to have an adverse impact on net
interest margin. The Bank utilizes various methods to hedge some of its interest
rate risk. See "Loan and Lease Portfolio" and "Asset/Liability Management."
<PAGE>
<TABLE>
<CAPTION>
The following tables shows the composition of average earning assets and average
funding sources, average yields and rates and the net interest margin, on an
annualized basis, for the three and six months ended June 30, 1999 and 1998.
AVERAGE BALANCES, RATES AND YIELDS
Fully Taxable Equivalent
(dollars in thousands)
Quarter ended June 30,
---------------------------------------------------------------------------
1999 1998
- ----------------------------------------------------------------------------------------------------------------------------
Average Average Average Average
Assets Balance Interest Yield (1) Balance Interest Yield (1)
- ----------------------------------------------------------------------------------------------------------------------------
Interest earning assets:
<S> <C> <C> <C> <C> <C> <C>
Loans and leases, net (2) $285,892 $6,891 9.67% $227,171 $6,040 10.66%
Securities available for sale (3) 39,041 586 6.02 49,914 757 6.08
Securities held to maturity:
Taxable (4) 4,297 67 6.25 9,502 148 6.25
Nontaxable (5) 5,677 105 7.42 3,773 70 7.44
Money market investments 19,994 244 4.89 19,791 275 5.57
Interest rate hedging instruments ---- (6) ---- ---- (3) ----
- -------------------------------------------------------------------------- -------------------------
Total interest-earning assets 354,901 7,887 8.91 310,151 7,287 9.42
- -------------------------------------------------------------------------- -------------------------
Allowance for possible loan and lease losses (4,951) (4,622)
Cash and due from banks 15,070 13,790
Other assets 9,489 9,360
Core deposit intangibles and
goodwill, net 3,888 3,867
- -------------------------------------------------------------- -------------
Total Assets $378,397 $332,546
============================================================== =============
Liabilities and Shareholders' equity
Interest-bearing liabilities:
Deposits:
Interest-bearing demand $52,652 343 2.61 $50,657 332 2.63
Money market and savings 94,335 781 3.32 97,520 842 3.46
Certificates of deposit:
Less than $100 17,074 211 4.96 13,821 178 5.17
$100 or more 96,991 1,198 4.95 60,843 822 5.42
- -------------------------------------------------------------------------- -------------------------
Total certificates of deposits 114,065 1,409 4.95 74,664 1,000 5.37
- -------------------------------------------------------------------------- -------------------------
Other borrowings 5,011 75 6.00 4,022 65 6.48
- -------------------------------------------------------------------------- -------------------------
Total interest-bearing liabilities 266,063 2,608 3.93 226,863 2,239 3.96
- -------------------------------------------------------------------------- -------------------------
Noninterest-bearing demand 73,347 66,063
Accrued interest payable and
other liabilities 5,520 5,326
- -------------------------------------------------------------- -------------
Total liabilities 344,930 298,252
- -------------------------------------------------------------- -------------
Shareholders' equity 33,467 34,294
- -------------------------------------------------------------- -------------
Total Liabilities and Shareholders' equity $378,397 $332,546
==============================================================------------ =============------------
Net interest income and margin (6) $5,279 5.97% $5,048 6.53%
================================================= ========================= ========================
<FN>
(1) Rates are presented on an annualized basis.
(2) Includes loan fees of $331 for 1999, and $356 for 1998. Nonperforming loans
and leases have been included in average loan and lease balances.
(3) Includes dividend income of $31 and $35 received in 1999 and 1998,
respectively.
(4) Includes dividend income of $8 received in 1999 and 1998.
(5) Adjusted to a fully taxable equivalent basis using the federal statutory
rate ($42 in 1999 and $28 in 1998).
(6) The net interest margin represents the fully taxable equivalent net
interest income as a percentage of average earning assets.
</FN>
</TABLE>
<PAGE>
<TABLE>
AVERAGE BALANCES, RATES AND YIELDS
Fully Taxable Equivalent
(dollars in thousands) Six months ended June 30,
---------------------------------------------------------------------------
1999 1998
- ----------------------------------------------------------------------------------------------------------------------------
Average Average Average Average
Assets Balance Interest Yield (1) Balance Interest Yield (1)
- ----------------------------------------------------------------------------------------------------------------------------
Interest-earning assets:
<S> <C> <C> <C> <C> <C> <C>
Loans and leases, net (2) $276,864 $13,321 9.70% $227,789 $12,155 10.76%
Securities available for sale (3) 37,100 1,104 6.00 49,565 1,514 6.16
Securities held to maturity:
Taxable (4) 5,436 170 6.31 9,587 296 6.23
Nontaxable (5) 5,150 190 7.44 3,617 140 7.81
Money market investments 15,489 384 5.00 14,426 395 5.52
Interest rate hedging instruments ---- (20) ---- ---- (5) ----
- -------------------------------------------------------------------------- -------------------------
Total interest-earning assets 340,039 15,149 8.98 304,984 14,495 9.58
- -------------------------------------------------------------------------- -------------------------
Allowance for possible loan and lease losses (4,900) (4,575)
Cash and due from banks 15,553 14,881
Other assets 9,368 9,352
Core deposit intangibles and
goodwill, net 3,926 3,778
- -------------------------------------------------------------- -------------
Total Assets $363,986 $328,420
============================================================== =============
Liabilities and Shareholders' equity
Interest-bearing liabilities:
Deposits:
Interest-bearing demand $52,243 655 2.53 $48,986 628 2.59
Money market and savings 91,521 1,466 3.23 96,908 1,740 3.62
Certificates of deposit:
Less than $100 14,753 355 4.85 14,083 361 5.17
$100 or more 90,715 2,250 5.00 55,348 1,501 5.47
- -------------------------------------------------------------------------- -------------------------
Total certificates of deposits 105,468 2,605 4.98 69,431 1,862 5.41
- -------------------------------------------------------------------------- -------------------------
Other borrowings 4,472 127 5.73 7,334 224 6.16
- -------------------------------------------------------------------------- -------------------------
Total interest-bearing liabilities 253,704 4,853 3.86 222,659 4,454 4.03
- -------------------------------------------------------------------------- -------------------------
Noninterest-bearing demand 70,372 66,537
Accrued interest payable and
other liabilities 5,756 5,238
- -------------------------------------------------------------- -------------
Total liabilities 329,832 294,434
- -------------------------------------------------------------- -------------
Shareholders' equity 34,154 33,986
- -------------------------------------------------------------- -------------
Total Liabilities and Shareholders' equity $363,986 $328,420
==============================================================------------ =============------------
Net interest income and margin (6) $10,296 6.11% $10,041 6.64%
================================================= ========================= ========================
<FN>
(1) Rates are presented on an annualized basis.
(2) Includes loan fees of $680 for 1999, and $627 for 1998. Nonperforming loans
and leases have been included in average loan and lease balances.
(3) Includes dividend income of $62 and $79 received in 1999 and 1998,
respectively.
(4) Includes dividend income of $16 received in 1999 and 1998.
(5) Adjusted to a fully taxable equivalent basis using the federal statutory
rate ($76 in 1999 and $56 in 1998).
(6) The net interest margin represents the fully taxable equivalent net
interest income as a percentage of average earning assets.
</FN>
</TABLE>
Provision for Possible Loan and Lease Losses
The level of the allowance for possible loan and lease losses and the related
provision, if any, reflect management's judgment as to the inherent risk of loss
associated with the loan and lease portfolios as of June 30, 1999 and 1998 based
on information available to management as of said dates. Based on management's
evaluation of such risks, no addition was made to the allowance for possible
loan and lease losses in the three months ended June 30, 1999 and an addition of
$100 was made for the six months ended June 30, 1999, and no addition was made
in the three and six months ended June 30, 1998. See "Loan and Lease Portfolio."
Other Income
- ------------
<TABLE>
<CAPTION>
The following table sets forth the components of other income and the percentage
distribution of such income for the three and six month periods ended June 30,
1999 and 1998:
OTHER INCOME
(dollars in thousands)
Quarter ended June 30, Six months ended June 30,
-------------------------------------------------------------------------------------
1999 1998 1999 1998
Amount Percent Amount Percent Amount Percent Amount Percent
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Service charges on deposits $196 73.96% $151 60.16% $352 46.13% $312 59.20%
Other operating income 69 26.04 100 39.84 411 53.87 223 42.31
Net loss on securities available for sale ----- ----- ----- ----- ----- ----- (8) (1.52)
- ------------------------------------------------------------------------------------------------------------------------------
Total $265 100.00% $251 100.00% $763 100.00% $527 100.00%
==============================================================================================================================
</TABLE>
The increase in the service charges on deposits of $45 for the second quarter
ended June 30, 1999 as compared to the second quarter of 1998 is due mainly to a
change in the method of calculating certain service charges. The increase in
other operating income of $188 for the six months of 1999 compared to the six
months of 1998 is mainly due to the reversal of a specific reserve established
on the date it was purchased for an acquired SBA loan which was paid in full.
Other Expenses
- --------------
<TABLE>
<CAPTION>
The following schedule summarizes the major categories of expense as a
percentage of average assets on an annualized basis:
OTHER EXPENSES AS A PERCENT OF AVERAGE ASSETS
(dollars in thousands)
Quarter ended June 30, Six months ended June 30,
----------------------------------------------------------------------------------------------
1999 1998 1999 1998
Amount Percent (1) Amount Percent (1) Amount Percent (1) Amount Percent (1)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Salaries and benefits $1,905 2.01% $1,710 2.06% $3,709 2.04% $3,330 2.03%
Data processing 142 0.15 136 0.16 307 0.17 325 0.20
Client services paid by Bank 121 0.13 93 0.11 239 0.13 186 0.11
Legal and professional fees 118 0.12 65 0.08 229 0.13 144 0.09
Amortization of core deposit
intangibles and goodwill 115 0.12 111 0.13 228 0.13 218 0.13
Furniture and equipment 114 0.12 99 0.12 223 0.12 188 0.11
Occupancy 110 0.12 83 0.10 217 0.12 161 0.10
Business promotion 93 0.10 85 0.10 182 0.10 169 0.10
Directors' & shareholders' 88 0.09 59 0.07 171 0.09 123 0.07
Other 365 0.39 290 0.35 726 0.40 666 0.41
- -------------------------------------------------------------------------------------------------------------------------------
Total $3,171 3.35% $2,731 3.28% $6,231 3.42% $5,510 3.36%
===============================================================================================================================
<FN>
(1) The percentages are calculated by annualizing the expenses and comparing
that amount to the average assets for the respective three and six month
periods ended June 30, 1999 and 1998.
</FN>
</TABLE>
Total other expenses for the second quarter of 1999 increased $440 from the same
period a year ago, primarily as a result of increases in salaries and benefits
(relating to the acquisition of Epic and the opening of the East Bay Regional
Office, both occurring in July 1998), an increase in occupancy, furniture and
equipment, and stationery and supplies (also due to the addition of Epic and the
new East Bay Regional Office), an increase in client services paid by the Bank
resulting from an increase in costs associated with several significant
customers, and an increase in legal and professional fees.
Total other expenses for the six months ended June 30, 1999 increased $721 from
the same period a year ago, primarily as a result of the same items discussed
above for the second quarter.
Income Tax Provision
- --------------------
The effective tax rate for the six months ended June 30, 1999 and 1998 was 42%.
The rate is impacted by several items, the most significant of which were the
amortization of intangibles, tax exempt income, the California Franchise tax,
the California Franchise Tax Enterprise Tax Zone Credit and the impact of the
Bank's investment in a Low Income Housing Tax Credit fund.
Financial Condition and Earning Assets
- --------------------------------------
Consolidated assets increased to $404 million at June 30, 1999 compared to $350
million at December 31, 1998. The increase related primarily to an increase in
investment securities and loans and leases and was funded principally by an
increase in noninterest-bearing demand accounts, growth in certificates of
deposits of greater than $100 of approximately $17 million, $10 million of which
resulted from the placement of a five year, fixed rate certificate of deposit,
and an increase in certificates of deposits of less then $100 of approximately
$8 million, which were raised through an internet listing service. See
"Funding."
Money Market Investments
- ------------------------
Money market investments, which include federal funds sold, were $12.6 million
at June 30, 1999 as compared to $22.3 million at December 31, 1998. This
decrease resulted primarily from the increase in the Bank's cash, investment
securities and loans and leases. See "Securities" and "Loan and Lease
Portfolio."
Securities
- ----------
<TABLE>
<CAPTION>
The following table shows the composition of the securities portfolio at June
30, 1999 and December 31, 1998. There were no issuers of securities (except U.S.
Government Securities) for which the book value of securities of any issuer held
by the Bank exceeded 10% of the Company's shareholders' equity.
SECURITIES PORTFOLIO
(dollars in thousands)
June 30, 1999 December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------
Amortized Unrealized Market Amortized Unrealized Market
Cost Gain (Loss) Value Cost Gain (Loss) Value
- ------------------------------------------------------------------------------------------------------------------------------
Securities available for sale:
<S> <C> <C> <C> <C> <C> <C>
U. S. Treasury $2,005 $16 $2,021 $3,005 $72 $3,077
U. S. Government Agencies 24,237 26 24,263 25,220 466 25,686
Mortgage-backed 18,681 (112) 18,569 3,865 101 3,966
Asset-backed 2,000 (9) 1,991 ---- ---- ----
Trust-preferred 7,066 (86) 6,980 ---- ---- ----
Mutual funds 2,518 (155) 2,363 2,638 (151) 2,487
- ------------------------------------------------------------------------------------------------------------------------------
Total available for sale 56,507 (320) 56,187 34,728 488 35,216
- ------------------------------------------------------------------------------------------------------------------------------
Securities held to maturity:
U. S. Treasury ---- ---- ---- 1,000 7 1,007
U. S. Government Agencies 1,499 10 1,509 3,496 38 3,534
State and municipal (nontaxable) 6,966 (184) 6,782 4,213 116 4,329
Mortgage-backed 1,277 28 1,305 1,927 35 1,962
- ------------------------------------------------------------------------------------------------------------------------------
Total held to maturity 9,742 (146) 9,596 10,636 196 10,832
Federal Reserve Bank Stock 537 ---- 537 537 ---- 537
- ------------------------------------------------------------------------------------------------------------------------------
Total 10,279 (146) 10,133 11,173 196 11,369
- ------------------------------------------------------------------------------------------------------------------------------
Total investment securities portfolio $66,786 ($466) $66,320 $45,901 $684 $46,585
==============================================================================================================================
</TABLE>
Unrealized loss generally results from the impact of current market rates being
greater than those rates in effect at the time the Bank purchased the
securities. The unrealized loss on securities available for sale as of June 30,
1999 was $320 as compared to an unrealized gain of $488 as of December 31, 1998.
The significant change in the unrealized gain or loss position is due to the
increase in interest rates during the second quarter of 1999 and the extension
of the weighted average maturity of the portfolio. The Bank's weighted average
maturity of the available for sale portfolio was approximately 4.68 years as of
June 30, 1999, while at December 31, 1998 it was 2.0 years. The increase in the
weighted average maturity is primarily due to the addition to the portfolio of
mortgage and asset backed securities and the trust preferred securities. It is
estimated by management that for each 1% change in interest rates, the value of
the Company's available for sale securities will change by 3.73%.
The unrealized loss on securities held to maturity was $146 as of June 30, 1999,
as compared to an unrealized gain of $196 as of December 31, 1998. The reasons
for the changes in the unrealized gain or loss position are as noted in the
above paragraph. The Bank's weighted average maturity of the held to maturity
investment portfolio was approximately 6.44 years as of June 30, 1999, while at
December 31, 1998 it was 3.9 years. It is estimated by management that for each
1% change in interest rates, the value of the Company's securities held to
maturity will change by approximately 6.44%. The increase in the maturity of the
securities held to maturity is due to the addition of only municipal securities
with average lives of over ten years.
<TABLE>
<CAPTION>
The maturities and yields of the investment portfolio at June 30, 1999 are shown below:
MATURITY AND YIELDS OF INVESTMENT SECURITIES
At June 30, 1999
(dollars in thousands)
Available for Sale Held to Maturity
----------------------------------------------------------------------------------------------
FTE FTE
Amortized Estimated Average Amortized Estimated Average
Cost Fair Value Yield (1) Cost Fair Value Yield (1)
----------------------------------------------------------------------------------------------
U. S. Treasury:
<S> <C> <C> <C> <C> <C> <C>
Within 1 year $999 $1,004 5.99% ----- ----- -----
After 1 year within 5 years 1,006 1,017 6.23 ----- ----- -----
-----------------------------------------------
Totals 2,005 2,021 6.11 ----- ----- -----
-----------------------------------------------
U.S. Government Agencies:
Within 1 year 7,019 7,036 5.72 $1,000 $1,003 6.23%
After 1 year within 5 years 17,218 17,227 6.03 499 506 6.78
----------------------------------------------------------------------------------------------
Totals 24,237 24,263 5.94 1,499 1,509 6.41
----------------------------------------------------------------------------------------------
State and municipal:
Within 1 year ----- ----- ----- 629 634 7.56
After 1 year within 5 years ----- ----- ----- 979 986 6.81
After 5 years within 10 years 369 366 8.08
After 10 years ----- ----- ----- 4,989 4,796 7.36
-----------------------------------------------
Totals ----- ----- ----- 6,966 6,782 7.34
-----------------------------------------------
Mortgage-backed:
After 1 year within 5 years 3,226 3,242 6.74 1,277 1,305 7.90
After 5 years within 10 years 7,875 7,813 6.26 ----- ----- -----
After 10 years 7,579 7,514 6.58 ----- ----- -----
----------------------------------------------------------------------------------------------
Totals 18,681 18,569 6.47 1,277 1,305 7.90
----------------------------------------------------------------------------------------------
Asset-backed:
After 5 years within 10 years 2,000 1,991 6.38 ----- ----- -----
-----------------------------------------------
Totals 2,000 1,991 6.38 ----- ----- -----
-----------------------------------------------
Trust-preferred:
After 10 years 7,066 6,980 7.91 ----- ----- -----
-----------------------------------------------
Totals 7,066 6,980 7.91 ----- ----- -----
-----------------------------------------------
Mutual funds:
-----------------------------------------------
Within 1 year 2,518 2,363 4.68 ----- ----- -----
-----------------------------------------------
Other:
-----------------------------------------------
After 10 years ----- ----- ----- 537 537 6.00
----------------------------------------------------------------------------------------------
Total investment securities 56,507 $56,187 6.33% $10,279 $10,133 6.22%
==============================================================================
Net unrealized gain on
securities available for sale (320)
----------------
Total investment securities,
net carrying value $56,187
================
<FN>
(1) Fully taxable equivalent.
</FN>
</TABLE>
Loan and Lease Portfolio
<TABLE>
<CAPTION>
The following table provides a breakdown of the Company's consolidated loans and leases by type of borrower:
LOAN AND LEASE PORTFOLIO
(dollars in thousands)
June 30, 1999 December 31, 1998
- -----------------------------------------------------------------------------------------------------------------------------
Percentage Percentage
Total of Total Total of Total
Amount Loans Amount Loans
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial $94,739 31.9% $90,304 34.5%
Leasing 10,025 3.4 3,768 1.4
Factoring/Asset based lending 11,837 4.0 7,393 2.8
Real estate construction 42,968 14.5 32,340 12.4
Real estate-other 106,632 35.9 101,559 38.9
Consumer 11,422 3.8 9,647 3.7
Other 20,026 6.7 17,031 6.5
Unearned fee income (680) (0.2) (662) (0.2)
- -----------------------------------------------------------------------------------------------------------------------------
Total loans and leases $296,969 100.0% $261,380 100.0%
=============================================================================================================================
</TABLE>
Consolidated loans and leases increased to $297 million at June 30, 1999, from
$261 million at December 31, 1998. The growth in leasing and
factoring/asset-based lending is due to the acquisition of Epic. Real
estate-other is comprised of real estate term loans and, due to the low interest
rate environment and the increased appetite for refinancing, the demand for such
loans was substantial during late 1998 and early 1999. Similarly, real estate
construction loans have increased due to the significant pickup in activity in
commercial and residential development. It is expected that during the third and
fourth quarters, significant paydowns will reduce the balance outstanding of
real estate construction as a percent of the total loan portfolio. Additionally,
the Bank has elected not to aggressively seek or renew loans where, in
management's opinion, the Bank's underwriting criteria is not satisfied; this
has caused a slow down in loan production and an increase in payoffs when the
Bank has not met competitive pressures.
Approximately 55% of the loan and lease portfolio is directly related to
real estate or real estate interests, including real estate construction loans,
real estate-other, mortgage warehouse lines (1%, included in the Other
category), real estate equity lines (2%, included in the Consumer category), and
loans to real estate developers for short-term investment purposes (1%) and
loans for real estate investment purposes made to non-developers (1%). The
latter two types of loans are included in the Other category. Approximately 32%
of the loan and lease portfolio is made up of commercial loans; however, in
management's view, no particular industry represents a significant portion of
such loans.
The following table shows the maturity and interest rate sensitivity of
commercial, real estate construction and real estate-other loans at June 30,
1999. Approximately 80% of the commercial and real estate loan portfolio have
floating interest rates which, in management's opinion, generally limits the
exposure to interest rate risk on long-term loans and leases but can have a
negative impact when rates decline.
<TABLE>
<CAPTION>
COMMERCIAL AND REAL ESTATE LOAN MATURITY AND INTEREST RATE
SENSITIVITY
(dollars in thousands) Balances Maturing Interest Rate Sensitivity
-----------------------------------------------------------------------------------
One year Predetermined Floating
Balances at One year to five Over five years interest interest
June 30, 1999 or less years rates rates
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Commercial $94,739 $55,157 $29,388 $10,194 $3,322 $91,417
=============================================================================================================================
Real estate construction $42,968 $42,235 $733 ---- $460 $42,508
=============================================================================================================================
Real estate-other $106,633 $11,806 $24,346 $70,481 $43,990 $62,643
=============================================================================================================================
</TABLE>
The Company utilizes a method of assigning a minimum and maximum loss ratio to
each grade of loan or lease within each category of borrower (commercial, real
estate-other, real estate construction, factoring/asset-based lending, consumer,
etc.) and leases. Loans and leases are graded on a ranking system based on
management's assessment of the loan's credit quality. The assigned loss ratio is
based upon, among other things, the Company's prior experience, industry
experience, delinquency trends and the level of nonaccrual loans and leases.
Loans secured by real estate are evaluated on the basis of their underlying
collateral in addition to using the assigned loss ratios. The methodology also
considers (and assigns a risk factor for) current economic conditions,
off-balance sheet risk (including SBA guarantees and servicing and letters of
credit) and concentrations of credit. In addition, each loan and lease is
evaluated on the basis of whether or not it is impaired. For impaired loans and
leases, the expected cash flow is discounted on the basis of the loan's interest
rate. The methodology provides a systematic approach believed by management to
measure the risk of possible future loan and lease losses. Management and the
Board of Directors evaluate the allowance and determine the desired level of the
allowance considering objective and subjective measures, such as knowledge of
the borrowers' business, valuation of collateral and exposure to potential
losses. The allowance for possible loan and lease losses was approximately $4.9
million at June 30, 1999, or 1.66% of total loans and leases outstanding. Based
on information available as of the date of this Report, management believes the
allowance for possible loan and lease losses, determined as described above, is
adequate for potential losses foreseeable at June 30, 1999.
The allowance for possible loan and lease losses is a general reserve available
against the total loan and lease portfolio and off-balance sheet credit
exposure. While management uses available information to recognize losses on
loans and leases, future additions to the allowance may be necessary based on
changes in economic conditions or other factors. In addition, various regulatory
agencies, as an integral part of their examination process, periodically review
the Bank's allowance for possible loan and lease losses. Such agencies may
require the Bank to provide additions to the allowance based on their judgment
of information available to them at the time of their examination.
<TABLE>
<CAPTION>
The following schedule provides an analysis of the allowance for possible loan
and lease losses:
ALLOWANCE FOR POSSIBLE LOAN AND LEASE LOSSES
(dollars in thousands)
Quarter ended Six months ended Year ended
June 30, June 30, December 31,
---------------------------------------------------------------------
1999 1998 1999 1998 1998
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, beginning of the period $4,903 $4,543 $4,778 $4,493 $4,493
Charge-offs by loan or lease category:
Commercial 6 125 6 125 234
Consumer ---- ---- 20 ---- ----
- ------------------------------------------------------------------------------------------------------------------------------
Total charge-offs 6 125 26 125 234
- ------------------------------------------------------------------------------------------------------------------------------
Recoveries by loan or lease category:
Commercial 37 54 69 72 118
Real estate-construction 1 ---- 2 ---- ----
Real estate-other ---- ---- ---- 32 33
Consumer 3 68 15 68 68
- ------------------------------------------------------------------------------------------------------------------------------
Total recoveries 41 122 86 172 219
- ------------------------------------------------------------------------------------------------------------------------------
Net (recoveries) charge-offs (35) 3 (60) (47) 15
- ------------------------------------------------------------------------------------------------------------------------------
Provision charged to expense ---- ---- 100 ---- 300
- -----------------------------------------------------------------------------------------------------------------------------
Balance, end of the period $4,938 $4,540 $4,938 $4,540 $4,778
==============================================================================================================================
Ratios:
Net (recoveries) charge-offs to average loans and (.05%) .01% (.04%) (.04%) .01%
leases, annualized
Allowance to total loans and leases at the end of the 1.66 1.92 1.66 1.92 1.83
period
Allowance to nonperforming loans and leases at end of 1,201% 681% 1,201% 681% 1,983%
the period
==============================================================================================================================
</TABLE>
During the three months ended June 30, 1999 and 1998, charge-offs amounted to $6
and $125, respectively, and for the six months ended June 30, 1999 and 1998,
charge-offs amounted to $26 and $125, respectively. Management does not believe
there were any trends indicated by the detail of the aggregate charge-offs for
any of the periods discussed. The allowance for possible loan and lease losses
was 1,201% of nonperforming loans and leases at June 30, 1999 compared to 1,983%
at December 31, 1998.
Nonperforming Loans and Leases
- ------------------------------
Nonperforming loans and leases consist of loans and leases for which the accrual
of interest has been suspended, restructured loans and leases and other loans
and leases with principal or interest contractually past due 90 days or more and
still accruing. The following table provides information about such loans and
leases:
<TABLE>
<CAPTION>
NONPERFORMING LOANS AND LEASES
(dollars in thousands)
June 30, 1999 December 31, 1998
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Loans and leases accounted for on a non-accrual basis $411 $197
Loans and leases restructured and in compliance with modified terms ----- 44
- -----------------------------------------------------------------------------------------------------------------------------
Total $411 $241
=============================================================================================================================
</TABLE>
As of June 30, 1999, nonperforming loans and leases consisted of four loans, one
of which was approximately $201 and the remainder of which were individually not
significant.
Management conducts an ongoing evaluation and review of the loan and lease
portfolio in order to identify potential nonperforming loans and leases.
Management considers loans and leases which are classified for regulatory
purposes, and loans and leases which are graded as classified by the Bank's
outside loan review consultant and internal personnel, as to whether they (i)
represent or result from trends or uncertainties which management reasonably
expects will materially impact future operating results, liquidity, or capital
resources, or (ii) represent material credits information about which management
is aware which causes management to have serious doubts as to the ability of
such borrowers to comply with the loan repayment terms. Based on such reviews as
of June 30, 1999, management has not identified any loans or leases not included
within the Nonperforming Loan and Lease table above with respect to which known
information causes management to have serious doubts about the borrowers'
abilities to comply with present repayment terms, such that the loans and leases
might subsequently be classified as nonperforming. Changes in world, national or
local economic conditions or specific industry segments (including declining
exports), rising interest rates, declines in real estate values, Year 2000
issues, declines in securities markets and acts of nature could have an adverse
effect on the ability of borrowers to repay outstanding loans and leases and the
value of real estate and other collateral securing such loans and leases.
Funding
- -------
<TABLE>
<CAPTION>
The following table provides a breakdown of deposits by category as of the dates
indicated:
DEPOSIT CATEGORIES
(dollars in thousands)
June 30, 1999 December 31, 1998
- -----------------------------------------------------------------------------------------------------------------------------
Percentage Percentage
Total of Total Total of Total
Amount Deposits Amount Deposits
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Noninterest-bearing demand $76,464 23.1% $70,962 23.5%
Interest-bearing demand 49,314 14.9 49,468 16.4
Money market and savings 89,507 27.0 91,320 30.2
Certificates of deposit:
Less than $100 20,577 6.2 12,492 4.1
$100 or more 95,263 28.8 78,200 25.8
- -----------------------------------------------------------------------------------------------------------------------------
Total $331,125 100.0% $302,442 100.0%
=============================================================================================================================
</TABLE>
Deposits as of June 30, 1999, were $331 million compared to $302 million at
December 31, 1998. The source of deposit growth for the first six months was due
to several factors: 1) the increase of $5.5 million in noninterest-bearing
deposits, primarily due to the increased business activity of the Bank; 2) the
growth of certificate of deposits of less than $100, which was due to the
addition of approximately $8 million raised through the use of an internet
listing service; and 3) the growth of certificate of deposits of greater than
$100 which was mainly due to the placement of a five year, fixed rate
certificate of deposit of $10 million. Although money market and savings
decreased $2 million since the beginning of the year, during this period a large
customer with money market deposit accounts commenced consolidation of its
accounts in the Midwest and approximately $18 million of such deposits were
transferred out of the Bank. After adjusting for the loss of this single
customer, money market and savings accounts increased approximately $16 million
during the six months ended June 30, 1999, mainly due to the Bank's business
development efforts. Because of this high level of unusual activity, the Bank
considers it prudent to maintain significant short-term liquidity. While the
amount of noninterest-bearing demand deposits increased 7.8%, the percentage of
such deposits remained relatively constant. Management believes these deposits
could decrease as a percent of the total, in part, due to competitive pressures
and changes in the deposit products being utilized by some of the Bank's
customers, which has caused a shift to interest-bearing products. See
"Liquidity."
Other short-term borrowings include $22 million in overnight federal funds
purchases and a 5.9% one year $10 million repurchase agreement due June 9, 2000.
The funds relating to the one year repurchase agreement were used to purchase
certain investment instruments during the second quarter of 1999.
Asset/Liability Management
- --------------------------
The Company's balance sheet position is asset-sensitive (based upon the
significant amount of variable rate loans and the repricing characteristics of
its deposit accounts). This balance sheet position generally provides a hedge
against rising interest rates, but has a detrimental effect during times of
interest rate decreases. Net interest income is negatively impacted by a decline
in interest rates. Conversely, an increase in interest rates should have a
positive impact on net interest income. As of June 30, 1999, the Federal Open
Market Committee increased the interbank target borrowing rate from 4.75% to 5%.
To counter its asset-sensitive interest rate position, the Bank has entered into
an interest rate "floor" as follows:
INTEREST RATE FLOOR
At June 30, 1999 (in thousands)
- -------------------------------------------------------------------------------
Notional amount $10,000
Floor rate 8.50%
Remaining life (months) 5
Carrying amount $35
Fair market value $20
Expiration date December 11, 1999
The Bank has paid a fixed premium for which it will receive the amount of
interest based on the notional amount and the difference between the floor rate
and the current prime rate when the prime rate is less than the floor rate. This
will protect the Bank against decreases in its net income when the prime rate
decreases. Settlement is done quarterly, and the Bank records the impact of this
hedge on an accrual basis.
Capital and Liquidity
- ---------------------
Capital
The Federal Reserve Board's risk-based capital guidelines require that total
capital be in excess of 8% of total assets on a risk-weighted basis. Under the
guidelines for a bank holding company, capital requirements are based upon the
composition of the Company's asset base and the risk factors assigned to those
assets. The guidelines characterize an institution's capital as being "Tier 1"
capital (defined to be principally shareholders' equity less intangible assets)
and "Tier 2" capital (defined to be principally the allowance for loan losses,
limited to one and one-fourth percent of gross risk weighted assets). The
guidelines require the Company to maintain a risk-based capital target ratio of
8%, one-half or more of which should be in the form of Tier 1 capital.
The Comptroller of the Currency also requires SJNB to maintain adequate capital.
The Comptroller's current regulations require national banks to maintain Tier 1
leverage capital ratio equal to at least 3% to 5% of total assets, depending on
the Comptroller's evaluation of the Bank. The Comptroller also has adopted
risk-based capital requirements. Similar to the Federal Reserve's guidelines,
the amount of capital the Comptroller requires a bank to maintain is based upon
the composition of its asset base and risk factors assigned to those assets. The
guidelines require the Bank to maintain a risk-based capital target ratio of 8%,
one-half or more of which should be in the form of Tier 1 capital. The capital
ratios of the Bank are similar to the capital ratios of the Company.
<TABLE>
<CAPTION>
The table below summarizes the various capital ratios of the Company and the
Bank at June 30, 1999 and December 31, 1998.
Risk-based and Leverage Capital Ratios
(dollars in thousands)
June 30, 1999 December 31, 1998
----------------------------------------------------------------------
Company-Risk-based Amount Ratio Amount Ratio
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Tier 1 capital $30,237 9.23% $30,810 10.57%
Tier 1 capital minimum requirement 13,099 4.00 11,664 4.00
----------------------------------------------------------------------
Excess $17,138 5.23% $19,146 6.57%
======================================================================
Total capital $34,341 10.49% $34,469 11.82%
Total capital minimum requirement 26,199 8.00 23,328 8.00
----------------------------------------------------------------------
Excess $8,142 2.49% $11,141 3.82%
======================================================================
Risk-adjusted assets $327,487 $291,602
================= =================
Company-Leverage
Tier 1 capital $30,237 7.98% $30,810 9.10%
Minimum leverage ratio requirement 15,160 4.00 13,542 4.00
----------------------------------------------------------------------
Excess $15,077 3.98% $17,268 5.10%
======================================================================
Average total assets $379,000 $338,544
================= =================
Bank-Risk-based
Tier 1 capital $28,993 8.86% $30,125 10.33%
Tier 1 capital minimum requirement 13,094 4.00 11,661 4.00
----------------------------------------------------------------------
Excess $15,899 4.86% $18,464 6.33%
======================================================================
Total capital $33,095 10.11% $33,783 11.59%
Total capital minimum requirement 26,188 8.00 23,322 8.00
----------------------------------------------------------------------
Excess $6,907 2.11% $10,461 3.59%
======================================================================
Risk-adjusted assets $327,350 $291,524
================= =================
Bank-Leverage
Tier 1 capital $28,993 7.73% $30,125 8.88%
Minimum leverage ratio requirement 15,012 4.00 13,567 4.00
----------------------------------------------------------------------
Excess $13,981 3.73% $16,558 4.88%
======================================================================
Average total assets $375,297 $339,166
================= =================
</TABLE>
To allow for the effective management of capital, the Board of Directors has
approved the repurchase from time-to-time of up to $3.5 million of its common
stock through open market or privately negotiated transactions. Through June 30,
1999, the Company had repurchased 114,500 shares of Company common stock for a
total price of $3.1 million.
Liquidity
- ---------
Management strives to maintain a level of liquidity sufficient to meet customer
requirements for loan and lease funding and deposit withdrawals in an
economically feasible manner. Liquidity requirements are evaluated by taking
into consideration factors such as deposit concentrations, seasonality and
maturities, loan and lease demand, capital expenditures, and prevailing and
anticipated economic conditions. SJNB's business is generated primarily through
customer referrals and employee business development efforts; however the Bank
could utilize purchased deposits to satisfy temporary liquidity needs.
The Bank's source of liquidity consists of its deposits with other banks,
overnight funds sold to correspondent banks and other short-term investments,
short-term securities held to maturity, and securities available for sale less
short-term borrowings. At June 30, 1999, consolidated net liquid assets totaled
$55 million or 22% of consolidated total assets as compared to $87 million or
25% of consolidated total assets at December 31, 1998. The decrease in the
liquid assets is due to the growth of the loan and lease portfolio. See "Loan
and Lease Portfolio." In addition to the liquid asset portfolio, SJNB also has
available $17 million in lines of credit with three major commercial banks, a
collateralized repurchase agreement with a maximum limit of $30 million (of
which $10 million has been utilized at June 30, 1999), the guaranteed portion of
the SBA loan portfolio of approximately $21 million, and a credit facility with
the Federal Reserve Bank based on loans secured by real estate for approximately
$7 million.
SJNB is primarily a business and professional bank and, as such, its deposit
base may be more susceptible to economic fluctuations than other potential
competitors. Accordingly, management strives to maintain a balanced position of
liquid assets to volatile and cyclical deposits. Commercial clients in their
normal course of business maintain balances in large certificates of deposit,
the stability of which hinge upon, among other factors, market conditions,
interest rates and business' seasonality. Large certificates of deposit amounted
to 29% of total deposits on June 30, 1999 and 26% of total deposits at December
31, 1998. The increase relates to the placement of the $10 million fixed rate
certificate of deposit. See "Funding."
Liquidity is also affected by portfolio maturities and the effect of interest
rate fluctuations on the marketability of both assets and liabilities. The loan
and lease portfolio consists primarily of floating rate, short-term loans. On
June 30, 1999, approximately 38% of total consolidated assets had maturities
under one year and 82% of total consolidated loans and leases had floating rates
tied to the prime rate or similar indexes. The short-term nature of the loan and
lease portfolio, and loan and lease agreements which generally require monthly
interest payments, provide the Company with a secondary source of liquidity.
There are no material commitments for capital expenditures in 1999.
Effects of Inflation
- --------------------
The most direct effect of inflation on the Company is higher interest rates.
Because a significant portion of the Bank's deposits are represented by
non-interest-bearing demand accounts, changes in interest rates have a direct
impact on the financial results of the Bank. See "Asset/Liability Management."
Another effect of inflation is the upward pressure on the Company's operating
expenses. Inflation did not have a material effect on the Bank's operations in
1998 or the first six months of 1999.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ------
The Company defines interest rate sensitivity as the measurement of the mismatch
in repricing characteristics of assets, liabilities and off balance sheet
instruments at a specified point in time. This mismatch (known as interest rate
sensitivity gap) represents the potential mismatch in the change in the rate of
interest income and interest expense that would result from a change in interest
rates. Mismatches in interest rate repricing among assets and liabilities arise
primarily from the interaction of various customer businesses (i.e., types of
loans and leases versus the types of deposits maintained) and from management's
discretionary investment and funds gathering activities. The Company attempts to
manage its exposure to interest rate sensitivity. However, due to its size and
direct competition from the major banks, the Company must offer products which
are competitive in the market place, even if less than optimum with respect to
its interest rate exposure.
The Company's balance sheet position at June 30, 1999 was asset-sensitive, based
upon the significant amount of variable rate loans and the repricing
characteristics of its deposit accounts. This position provides a hedge against
rising interest rates, but has a detrimental effect during times of interest
rate decreases. Net interest revenues are negatively impacted by a decline in
interest rates. The interest rate gap is a measure of interest rate exposure and
is based upon the known repricing dates of certain assets and liabilities and
assumed repricing dates of others. Management believes there has been no
significant change in the Bank's market risk exposures disclosed in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998. See
"Summary of Financial Results - Net Interest Income."
On June 30, 1999, the Federal Open Market Committee ("FOMC") increased its
target rate for interbank borrowings to 4 3/4% from the previous 4 1/2%. As a
result, most domestic banks increased their prime lending rate to 8% which was
matched by SJNB. The effect of this change has not impacted the second quarter
of 1999 results, however, the effect of such increase in the future is not
precisely determinable due to the many factors influencing the Bank's net
interest margin, including the repricing of deposits, a change in mix of the
loan, lease and deposit portfolios, changes in relative volume, the speed in
which fixed rate loans and leases are repriced, discretionary investment
activities and other factors, although the Bank's margin will likely have a
positive impact.
In evaluating the Company's exposure to interest rate risk, certain shortcomings
inherent in the method of analysis must be considered. For example, although
certain assets and liabilities may have similar maturities or periods to
reprice, they may react in different degrees to changes in market interest
rates. Additionally, the interest rates on certain types of assets and
liabilities may fluctuate in advance of changes in market interest rates, while
interest rates on other types may lag behind changes in market interest rates.
Further, certain earning assets have features which restrict changes in interest
rates on a short-term basis and over the life of the asset. The Company
considers the anticipated effects of these various factors when implementing its
interest rate risk management activities, including the utilization of certain
interest rate hedges.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- ------
Neither the Company nor the Bank is a party to any material pending legal
proceeding, nor is their property the subject of any material pending legal
proceeding, except ordinary routine legal proceedings arising in the ordinary
course of the Bank's business and incidental to its business, none of which are
expected to have a material adverse impact upon the Company's or the Bank's
business, financial position or results of operations. In addition, as reported
in the Company's Form 10-K for the year ended December 31, 1998, during 1995,
the Bank (along with Comerica Bank-California, Santa Clara Land Title and three
principals of Century Loan Corporation) was served with a civil complaint in a
class action lawsuit filed in the Superior Court of Santa Clara County,
California. The lawsuit stemmed from the failure of Century Loan, a real estate
investment company. Plaintiffs were persons who invested in deeds of trust sold
by Century Loan. Their complaint alleged that they were defrauded by Century
Loan and its principals and that the Bank and other defendants aided and abetted
a fraudulent Ponzi scheme by the principals of Century Loan. The Court granted
class certification to the Plaintiffs in December 1995. On November 26, 1996,
the Court granted summary judgment in favor of the Bank on all of the
Plaintiff's claims against it. On December 4, 1996, the Court entered judgment
in favor of the Bank, dismissing the Plaintiffs' claims. Plaintiff's motion for
a new trial was denied on January 27, 1997 and was subsequently appealed. On
July 1, 1999, the Bank was notified by the Court of Appeals that the Court had
affirmed the lower court's decision dismissing the Plaintiffs claims. Plaintiffs
have petitioned the California Supreme Court to review the decision of the Court
of Appeals.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
- ------
On May 26, 1999, at the Company's Annual Meeting of Shareholders, the
shareholders of the Company approved an amendment to the Company's Restated
Articles of Incorporation and Bylaws providing for the Board of Directors to be
divided into three classes of directors, each consisting of a number of
directors equal as nearly as practicable to one-third the total number of
directors, for so long as the Board consists of at least nine authorized
directors and, in the event that the total number of authorized directors on the
Board is at least six but less than nine, for classification of the Board of
Directors into two classes, each consisting of a number of directors equal as
nearly as practicable to one-half the total number of directors. Pursuant to
California law, members of the Board of Directors may be removed by the Board of
Directors for cause (defined to be a felony conviction or court declaration of
unsound mind), by the shareholders without cause or by court order for
fraudulent or dishonest acts or gross abuse of authority or discretion. In the
case of a Board of Directors that is not classified, no director may be removed
by the shareholders if the votes cast against such removal (or, if done by
written consent, the votes eligible to be cast by the non-consenting
shareholders) would have been sufficient to elect such director if voted
cumulatively at an election at which the same total number of votes were cast
(or, if the action is taken by written consent, all shares entitled to vote were
voted) and the entire number of directors authorized at the time of the
director's most recent election were then being elected (the "Relevant Number of
Directors"). In the case of classified boards, the Relevant Number of Directors
is (i) the number of directors elected at the most recent Annual Meeting of
shareholders or, if greater, (ii) the number of directors sought to be removed.
The classification of the Board of Directors will have the effect of making it
more difficult to replace incumbent directors. As a result of this amendment to
the Company's Articles of Incorporation, a shareholder or group of shareholders
seeking to replace a majority of the directors on the Board will generally need
to influence the voting of at least a majority of the outstanding shares at two
consecutive annual meetings. So long as the Board is classified into three
classes, a minimum of three annual meetings of shareholders would generally be
required to replace the entire Board, absent intervening vacancies.
At the Company's Annual Meeting of Shareholders, the shareholders of the Company
also approved an amendment to the Company's Restated Articles of Incorporation
to authorize the issuance of up to 5,000,000 shares of Preferred Stock, which
may be issued in one or more series and which shall have such rights,
preferences, privileges and restrictions as determined by the Board of
Directors. As a result of the adoption of this amendment to the Company's
Articles by the shareholders, the Board of Directors may authorize the issuance
of Preferred Stock or series of Preferred Stock that have certain dividend
and/or liquidation preferences over the Company's Common Stock, as well as those
other rights, preferences, privileges and restrictions determined by the Board
of Directors. The Company does not at the present time have any plan or
intention to issue shares of such Preferred Stock. The authorization of such
shares of Preferred Stock will have no dilutive effect upon the proportionate
voting power of the present shareholders of the Company. However, to the extent
that preferred shares which are convertible into the Company's Common Stock are
subsequently issued in connection with any corporate action to persons other
than the present shareholders, such issuance could have a dilutive effect on the
earnings per share and voting power of present shareholders. Under California
law, under certain circumstances, holders of preferred shares, even if those
shares are not granted voting rights, will have the right to vote in connection
with certain fundamental corporate transactions such as a reorganization; under
those circumstances, unless the requisite vote is obtained from holders of that
class, the preferred shareholders may effectively be able to block transactions
which are otherwise supported by the common shareholders. The Company is not
aware of any proposed or contemplated transaction of this type.
Item 3. DEFAULTS UPON SENIOR SECURITIES
- ------
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------
At the annual meeting of shareholders of the Company on May 26, 1999, 2,181,388
shares were represented. Each of the persons named in the Proxy Statement as a
nominee for director was elected. In the election of directors, the shareholders
of the Company voted as follows:
Number of Number of
Votes Cast Votes
Name For Nominee Withheld
- ------------------- ----------- ---------
Akamine, Ray S. 2,137,864 43,524
Archer, Robert A. 2,139,100 42,288
Bruno, Albert V. 2,138,948 42,440
Diridon, Rod 2,087,574 93,814
Gorry, F. Jack 2,097,353 84,035
Kenny, James R. 2,139,100 42,288
Lund, Arthur K. 2,126,962 54,426
Oneal, Louis 2,138,748 42,640
Rubino, Diane 2,139,100 42,288
Shen, Douglas L. 2,137,864 43,524
Vandeweghe, Gary S. 2,138,962 42,426
The shareholders approved the amendment to the Corporation's Restated Articles
of Incorporation and Bylaws to provide for the classification of the Board of
Directors into three classes with 1,394,475 shares being voted for the approval,
213,340 shares being voted against, 39,049 shares abstained and broker non-votes
of 534,524.
The shareholders approved the amendment to the Corporation's Restated Articles
of Incorporation to authorize the issuance of Preferred Stock with 1,333,909
shares being voted for the approval, 259,725 shares being voted against, 53,230
shares abstained and broker non-votes of 534,524.
The shareholders approved the amendment of the Company's 1996 Stock Option Plan
to increase the authorized shares of common stock subject to the plan from
460,000 shares to 610,000 shares with 1,142,656 shares being voted for the
approval, 468,915 shares being voted against, 35,293 shares abstained and broker
non-votes of 534,524.
In addition, the shareholders ratified the appointment of KPMG LLP as the
Company's independent public accountants for the year ending December 31, 1999,
with 2,158,040 shares being voted for the ratification, 10,918 shares being
voted against and 12,430 shares abstained.
Item 5. OTHER INFORMATION
- ------
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------
(a) Exhibits
The following exhibits are filed as part of this report:
(3)(i). The Registrant's restated Articles of Incorporation.
(3)(ii). The Registrant's restated Bylaws as of June 8, 1999.
*(10)a. The Registrant's 1992 Employee Stock Option Plan is hereby
incorporated by reference from Exhibit 4.1 of the
Registrant's Registration Statement on Form S-8, as filed on
September 4, 1992, under Registration No. 33-51740.
*(10)b. Amendment No. 1 to the 1992 Employee Stock Option Plan is
hereby incorporated by reference to Exhibit (10) b. of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
*(10)c. The form of Incentive Stock Option Agreement being utilized
under the 1992 Employee Stock Option Plan is hereby
incorporated by reference from Exhibit 4.2 of the
Registrant's Registration Statement on Form S-8, as filed on
September 4, 1992, under Registration No. 33-51740.
*(10)d. The form of Stock Option Agreement being utilized under the
1992 Employee Stock Option Plan is hereby incorporated by
reference from Exhibit 4.3 of the Registrant's Registration
Statement on Form S-8, as filed on September 4, 1992, under
Registration No. 33-51740.
*(10)e. The Registrant's Amended 1996 Stock Option Plan is hereby
incorporated by reference to Exhibit 99.1 of the
Registrant's Form S-8 filed June 15, 1999 under Registration
No. 333-80683.
*(10)f. The form of Nonstatutory Stock Option Agreement for outside
Directors being utilized under the Amended 1996 Stock Option
Plan is hereby incorporated by reference to Exhibit (10) f.
of the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
*(10)g. The form of Nonstatutory Stock Option Agreement for
Employees being utilized under the Amended 1996 Stock Option
Plan is hereby incorporated by reference to Exhibit (10) g.
of the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
*(10)h. The form of Incentive Stock Option Agreement being utilized
under the Amended 1996 Stock Option Plan is hereby
incorporated by reference to Exhibit (10) h. of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
*(10)i. Agreement between James R. Kenny and SJNB Financial Corp.
and San Jose National Bank dated March 27, 1996 is hereby
incorporated by reference to Exhibit (10) m. of the
Registrant's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1996.
*(10)j. Agreement between Eugene E. Blakeslee and SJNB Financial
Corp. and San Jose National Bank dated March 27, 1996 is
hereby incorporated by reference to Exhibit (10) n. of the
Registrant's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1996.
(10) k. Sublease dated April 5, 1982, for premises at 95 South
Market Street, San Jose, CA is hereby incorporated by
reference to Exhibit (10) n. of the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1994.
(10) l. Sublease by and between McWhorter's Stationary and San Jose
National Bank, dated July 6, 1995, and as amended August 11,
1995, and September 21, 1995, for premises at 95 South
Market Street, San Jose, CA is hereby incorporated by
reference to Exhibit (10) o. of the Registrant's Quarterly
Report on Form 10-QSB for the quarterly period ended
September 30, 1995.
(27) Financial Data Schedule.
*Indicates management contract or compensation plan or arrangement.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the second quarter.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
SJNB FINANCIAL CORP.
(Registrant)
Date: August 12, 1999 /S/ J. Kenny
------------------------------
James R. Kenny
President and
Chief Executive Officer
Date: August 12, 1999 /S/ E. Blakeslee
------------------------------
Eugene E. Blakeslee
Executive Vice President and
Chief Financial Officer (Chief
Accounting Officer)
<PAGE>
SJNB Financial Corp.
Form 10-Q
Exhibits
June 30, 1999
The following exhibits are filed as part of this report:
(3)(i). The Registrant's restated Articles of Incorporation.
(3)(ii). The Registrant's restated Bylaws as of June 8, 1999.
*(10)a. The Registrant's 1992 Employee Stock Option Plan is hereby
incorporated by reference from Exhibit 4.1 of the Registrant's
Registration Statement on Form S-8, as filed on September 4, 1992,
under Registration No. 33-51740.
*(10)b. Amendment No. 1 to the 1992 Employee Stock Option Plan is hereby
incorporated by reference to Exhibit (10) b. of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
*(10)c. The form of Incentive Stock Option Agreement being utilized under the
1992 Employee Stock Option Plan is hereby incorporated by reference
from Exhibit 4.2 of the Registrant's Registration Statement on Form
S-8, as filed on September 4, 1992, under Registration No. 33-51740.
*(10)d. The form of Stock Option Agreement being utilized under the 1992
Employee Stock Option Plan is hereby incorporated by reference from
Exhibit 4.3 of the Registrant's Registration Statement on Form S-8, as
filed on September 4, 1992, under Registration No. 33-51740.
*(10)e. The Registrant's Amended 1996 Stock Option Plan is hereby incorporated
by reference to Exhibit 99.1 of the Registrant's Form S-8 filed June
15, 1999, under Registration No. 333-80683
*(10)f. The form of Nonstatutory Stock Option Agreement for outside Directors
being utilized under the Amended 1996 Stock Option Plan is hereby
incorporated by reference to Exhibit (10) f. of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
*(10)g. The form of Nonstatutory Stock Option Agreement for Employees being
utilized under the Amended 1996 Stock Option Plan is hereby
incorporated by reference to Exhibit (10) g. of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
*(10)h. The form of Incentive Stock Option Agreement being utilized under the
Amended 1996 Stock Option Plan is hereby incorporated by reference to
Exhibit (10) h. of the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
*(10)i. Agreement between James R. Kenny and SJNB Financial Corp. and San
Jose National Bank dated March 27, 1996 is hereby incorporated by
reference to Exhibit (10) m. of the Registrant's Quarterly Report on
Form 10-QSB for the quarterly period ended March 31, 1996.
*(10)j. Agreement between Eugene E. Blakeslee and SJNB Financial Corp. and San
Jose National Bank dated March 27, 1996 is hereby incorporated by
reference to Exhibit (10) n. of the Registrant's Quarterly Report on
Form 10-QSB for the quarterly period ended March 31, 1996.
(10) k. Sublease dated April 5, 1982, for premises at 95 South Market Street,
San Jose, CA is hereby incorporated by reference to Exhibit (10) n. of
the Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994.
(10) l. Sublease by and between McWhorter's Stationary and San Jose National
Bank, dated July 6, 1995, and as amended August 11, 1995, and
September 21, 1995, for premises at 95 South Market Street, San Jose,
CA is hereby incorporated by reference to Exhibit (10) o. of the
Registrant's Quarterly Report on Form 10-QSB for the quarterly period
ended September 30, 1995.
(27) Financial Data Schedule.
*Indicates management contract or compensation plan or arrangement.
ARTICLES OF INCORPORATION
OF
SJNB FINANCIAL CORP.
(AS AMENDED JUNE 8, 1999)
ONE: NAME
The name of this corporation is:
SJNB Financial Corp.
TWO: PURPOSES
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business,
or the practice of a professional permitted to be incorporated by the California
Corporations Code.
THREE: CAPITALIZATION
This corporation is authorized to issue two classes of shares
designated "Common Stock," and "Preferred Stock," respectively. The number of
shares of Common Stock authorized to be issued is 20,000,000, and the number of
shares of Preferred Stock authorized to be issued is 5,000,000. The Preferred
Stock may be issued from time to time in one or more series. The Board of
Directors is authorized to fix the number of shares of any series of Preferred
Stock and to determine the designation of any such series. The Board of
Directors is also authorized to determine or alter the rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock, and, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series, to increase or decrease (but not below the
number of shares of such series then outstanding) the number of shares of any
such series subsequent to the issue of shares of that series.
FOUR: LIMITATION ON LIABILITY OF DIRECTORS
The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
FIVE: INDEMNIFICATION OF AGENTS (as added June 17, 1988)
The corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the Corporations Code) through bylaw provisions,
agreements with the agents, vote of shareholders or disinterested directors, or
otherwise, in excess of the indemnification otherwise permitted by Section 317
of the Corporations Code, subject only to the applicable limits on such excess
indemnification set forth in Section 204 of the Corporations Code with respect
to breach of duty to the corporation and its shareholders.
SIX: REQUIREMENTS OF SHAREHOLDERS' VOTE ON REORGANIZATIONS
In all cases in which Section 1201 of the California General
Corporation Law requires the approval by the outstanding shares of this
corporation of the principal terms of a reorganization, such approval shall
require the affirmative vote or written consent of the holders of two-thirds
(2/3) of the outstanding shares entitled to vote, if such reorganization is not
approved 80% or more of the authorized number of directors. If such
reorganization is approved by 80% or more of the authorized number of directors,
such approval shall require the affirmative vote or written consent of the
holders of a majority of the outstanding shares entitled to vote.
SEVEN:
a. No holder of any class of stock of the corporation shall be
entitled to cumulate votes in connection with any election of directors of the
corporation.
b. Any action required to be taken at any annual or special meeting of
shareholders of this corporation, or any action which may be taken at any annual
or special meeting of shareholders, may be taken without a meeting and without
prior notice, if a consent in writing, setting forth the action so taken, shall
be signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted,
provided that the board of directors of this corporation, by resolution, shall
have previously approved any such action.
EIGHT: CLASSIFIED BOARD OF DIRECTORS
a. The number of directors which shall constitute the whole board of
directors of this corporation shall be specified in the bylaws of the
corporation.
b. In the event that the authorized number of directors shall be fixed
at nine (9) or more, the board of directors shall be divided into three classes:
Class I, Class II and Class III, each consisting of a number of directors equal
as nearly as practicable to one-third the total number of directors. Directors
in Class I shall initially serve for a term expiring at the 2000 Annual Meeting
of Shareholders, directors in Class II shall initially serve for a term expiring
at the 2001 Annual Meeting of Shareholders, and directors in Class III shall
initially serve for a term expiring at the 2002 Annual Meeting of Shareholders.
Thereafter, each director shall serve for a term ending at the third annual
shareholders meeting following the annual meeting at which such director was
elected. In the event that the authorized number of directors shall be fixed
with at least six (6) but less than nine (9), the board of directors shall be
divided into two classes, designated Class I and Class II, each consisting of
one-half of the directors or as close an approximation as possible. At each
annual meeting, each of the successors to the directors of the class whose term
shall have expired at such annual meeting shall be elected for a term running
until the second annual meeting next succeeding his or her election and until
his or her successor shall have been duly elected and qualified. The foregoing
notwithstanding, each director shall serve until his successor shall have been
duly elected and qualified, unless he shall resign, die, become disqualified or
disabled, or shall otherwise be removed.
c. At each annual election, the directors chosen to succeed those
whose terms then expire shall be identified as being of the same class as the
directors they succeed, unless, by reason of any intervening changes in the
authorized number of directors, the board of directors shall designate one or
more directorships whose term then expires as directorships of another class in
order more nearly to achieve equality in the number of directors among the
classes. When the board of directors fills a vacancy resulting from the
resignation, death, disqualification or removal of a director, the director
chosen to fill that vacancy shall be of the same class as the director he
succeeds, unless, by reason of any previous changes in the authorized number of
directors, the board of directors shall designate the vacant directorship as a
directorship of another class in order more nearly to achieve equality in the
number of directors among the classes.
d. Notwithstanding the rule that the classes shall be as nearly equal
in number of directors as possible, in the event of any change in the authorized
number of directors, each director then continuing to serve as such will
nevertheless continue as a director of the class of which he is a member, until
the expiration of his current term or his earlier resignation, death,
disqualification or removal. If any newly created directorship or vacancy on the
board of directors, consistent with the rule that the three classes shall be as
nearly equal in number of directors as possible, may be allocated to one or two
or more classes, the board of directors shall allocate it to that of the
available class whose term of office is due to expire at the earliest date
following such allocation.
BYLAWS
OF
SJNB FINANCIAL CORP.
(Amended JUNE 8, 1999)
ARTICLE I
Offices
Section 1. Principal Office. The Board of Directors shall fix the location of
the principal executive office of the corporation at any place within or outside
the State of California. If the principal executive office is located outside
this State, and the corporation has one or more business offices in this State,
the Board of Directors shall fix and designate a principal business office in
the State of California.
Section 2. Other Offices. Branch or other subordinate offices may at any time be
established by the Board at such other places as it deems appropriate.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meetings. Meetings of shareholders shall be held at any
place within or outside the State of California designated by the Board of
Directors. In the absence of any such designation, shareholders' meetings shall
be held at the principal executive office of the corporation.
Section 2. Annual Meeting. The annual meeting of shareholders shall be held on
the 4th Wednesday of May of each year at 10:00am., or such other date or such
other time as may be fixed by the Board of Directors. However, if this day falls
on a legal holiday, then the meeting shall be held at the same time and place on
the next succeeding full business day. At this meeting, directors shall be
elected, and any other proper business within the power of the shareholders may
be transacted.
Section 3. Special Meetings. Special meetings of the shareholders may be called
at any time by the Board, the Chairman of the Board, the President, or by the
holders of shares entitled to cast not less than ten percent (10%) of the votes
at such meeting. If a special meeting is called by any person or persons other
than the Board of Directors, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or by registered mail to the
Chairman of the Board, the President, any Vice President or the Secretary of the
corporation. The officer receiving the request. shall cause notice to be
promptly given to the shareholders entitled to vote that a meeting will be held
at a time requested by the person or persons calling the meeting, not less than
35 nor more than 60 days after the receipt of the request. If the notice is not
given within 20 days after receipt of the request, the person or persons
requesting the meeting may give the notice. Nothing in this paragraph shall be
construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the Board of Directors may be held.
Section 4. Notice of Meetings. Written notice, in accordance with Section 5 of
this Article II, of each annual or special meeting of shareholders shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each shareholder entitled to vote thereat. Such notice shall state the place,
date, and hour of the meeting and (a) in the case of a special meeting, the
general nature of the business to be transacted, and no other business may be
transacted, or (b) in the case of the annual meeting, those matters which the
Board, at the time of the mailing of the notice, intends to present for action
by the shareholders, but, subject to the provisions of applicable law, any
proper matter may be presented at the meeting for such action. The notice of any
meeting at which directors are to be elected shall include the names of nominees
intended at the time of the notice to be presented by management for election.
If action is proposed to be taken at any meeting for approval of (a) a contract
or transaction in which a director has a direct or indirect financial interest,
pursuant to Section 310 of the Corporations Code of California, (b) an amendment
of the Articles of Incorporation, pursuant to Section 902 of that Code, (c) a
reorganization of the corporation, pursuant to Section 1201 of that Code, (d) a
voluntary dissolution of the corporation, pursuant to Section 1900 of that Code,
or (e) a distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, pursuant to Section 2007 of that Code, the notice
shall also state the general nature of that proposal.
Section 5. Manner of Giving Notice. Notice of a shareholders' meeting shall be
given either personally or by first-class mail or telegraphic or other written
communication, charges prepaid, addressed to the shareholder at the address of
that shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice. If no such address
appears on the corporation's books or is given, notice shall be deemed to have
been given if sent to that shareholder by first-class mail or telegraphic or
other written communication to the corporation's principal office or if
published at least once in a newspaper of general circulation in the county of
which that office is located. Notice shall be deemed to have been given at the
time when delivered personally or deposited in the mail or sent by telegram or
other means of written communication. An affidavit of mailing or other means of
giving any notice in accordance with the above provisions, executed by the
Secretary, Assistant Secretary or other transfer agent shall be prima facie
evidence of the giving of the notice or report.
Section 6. Quorum. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to transact business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.
Section 7. Adjourned Meeting and Notice Thereof. Any shareholders' meeting,
whether or not a quorum is present, may be adjourned from time to time by the
vote of a majority of the shares, the holders of which are either present in
person or represented by proxy thereat, but in the absence of a quorum (except
as provided in Section 6 of this Article) no other business may be transacted at
such meeting.
When any meeting of shareholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the adjournment is taken.
However, when any shareholders' meeting is adjourned for more than 45 days from
the date set for the original meeting, or, if after adjournment a new record
date is fixed for the adjourned meeting, notice of the adjourned meeting shall
be given as in the case of an original meeting. At any adjourned meeting the
corporation may transact any business which may have been transacted at the
original meeting.
Section 8. Voting. The shareholders entitled to notice of any meeting or to vote
at any such meeting shall be only persons in whose name shares stand on the
stock records of the corporation on the record date determined in accordance
with Section 9 of this Article.
Voting shall in all cases be subject to the provisions of Section 702 through
704, inclusive, of the California General Corporation Law (relating to voting
shares held by a fiduciary, in the name of a corporation, or in joint
ownership).
The shareholders' vote may be by voice or ballot; provided, however, that any
election for directors must be by ballot if demanded by any shareholder before
the voting has begun. On any matter other than elections of directors, any
shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal (other than
the election of directors), but, if the shareholder fails to specify the number
of shares which the shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder's approving vote is with respect to all shares
that the shareholder is entitled to vote. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on any matter (other than the election of directors) shall be
the act of the shareholders, unless the vote of a greater number or voting by
classes is required by the California General Corporation Law or by the Articles
of Incorporation.
No shareholder shall be entitled to cumulate votes for any candidate or
candidates.
In any election of directors, the candidates receiving the highest number of
votes of the shares entitled to be voted for them up to the number of directors
to be elected, shall be elected.
Section 9. Nominations for Directors. Nominations for election to the Board of
Directors may be made by the Board or by any shareholder entitled to vote in the
election of directors. Nominations, other than those made by or on behalf of the
existing management of the corporation, shall be made in writing and shall be
mailed or delivered to the President of the corporation not less than 14 days
nor more than 50 days prior to any meeting of shareholders called for the
election of directors; provided, however, that if less than 21 days' notice of
the meeting is given to shareholders, such nomination shall be mailed or
delivered to the President of the corporation not later than the close of
business on the seventh day following the date on which the notice of meeting
was mailed. Such written nomination shall include the following information to
the extent known to the nominating shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee; (c) the
total number of voting shares that will be voted for each proposed nominee; (d)
the name and residence address of the nominating shareholder; and (e) the number
of shares of voting stock of the corporation owned by the nominating
shareholder. Nominations not made in accordance herewith may, in his discretion,
be disregarded by the Chairman of the meeting, and upon his instructions, the
inspectors of election may disregard all votes cast for each such nominee.
Section 10. Record Date. The Board may fix, in advance, a record date for the
determination of the shareholders entitled to notice of any meeting or to vote
or entitled to receive payment of any dividend or other distribution, or any
allotment of rights, or to exercise rights in respect to any other lawful
action. The record date so fixed shall be not more than 60 days nor less than 10
days prior to the date of the meeting nor more than 60 days prior to any other
action. When a record date is so fixed, only shareholders of record on that date
are entitled to notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise of the rights, as the case
may be, notwithstanding any transfer of shares on the books of the corporation
after the record date. A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to any adjournment
of the meeting unless the Board fixes a new record date for the adjourned
meeting. The Board shall fix a new record date if the meeting is adjourned for
more than 45 days.
If no record date is fixed by the Board, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the business day next preceding the date on which
the meeting is held. The record date for determining shareholders for any
purpose other than set forth in this Section 10 or Section 12 of this Article
shall be at the close of business of the day on which the Board adopts the
resolution relating there-to, or the sixtieth day prior to the date of such
other action, whichever is later.
Section 11. Consent of Absentees. The transactions of any meeting of
shareholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a waiver of notice, or a consent to the holding of the meeting or
an approval of the minutes thereof. All such waivers, consents, or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Neither the business to be transacted at nor the purpose of any regular
or special meeting of shareholders need be specified in any written waiver of
notice, except that if action is taken or proposed to be taken for approval of
any of those matters specified in the second paragraph of Section 4 of this
Article II, the waiver of notice or consent shall state the general nature of
the proposal.
Section 12. Action by Written Consent Without a Meeting. Subject to the
Corporation's Articles of Incorporation and Section 603 of the California
General Corporation Law, any action which may be taken at any annual or special
meeting of shareholders may be taken without a meeting and without prior notice
if a consent in writing, setting forth the action so taken, is signed by the
holders of the outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted, or their
proxies; provided, however, that the board of directors of this corporation, by
resolution, shall have previously approved any such action. All such consents
shall be filed with the Secretary of the corporation and shall be maintained in
the corporate records. Provided, however, that (1) unless the consents of all
shareholders entitled to vote have been solicited in writing, notice of any
shareholder approval without a meeting by less than unanimous written consent
shall be given, as provided by Section 603(b) of the California Corporations
Code, and (2) in the case of election of directors, such a consent shall be
effective only if signed by the holders of all outstanding shares entitled to
vote for the election of directors; provided, however, that subject to
applicable law, a director may be elected at any time to fill a vacancy on the
Board of Directors that has not been filled by the directors, by the written
consent of the holders of a majority of the outstanding shares entitled to vote
for the election of directors. Any written consent may be revoked by a writing
received by the Secretary of the corporation prior to the time that written
consents of the number of shares required to authorize the proposed action have
been filed with the Secretary.
Unless a record date for voting purposes be fixed as provided in Section 10 of
the Article, the record date for determining shareholders entitled to give
consent pursuant to this Section 12, when no prior action by the Board has been
taken, shall be the day on which the first written consent is given.
Section 13. Proxies. Every person entitled to vote shares or execute written
consents has the right to do so either in person or by one or more persons
authorized by a written proxy executed and dated by such shareholder and filed
with the Secretary of the corporation prior to the convening of any meeting of
the shareholders at which any such proxy is to be used or prior to the use of
such written consent. A validly executed proxy which does not state that it is
irrevocable continues in full force and effect unless (1) revoked by the person
executing it, before the vote pursuant thereto, by a writing delivered to the
corporation stating that the proxy is revoked or by a subsequent proxy executed
by, or by attendance at the meeting and voting in person by, the person
executing the proxy; or (2) written notice of the death or incapacity of the
maker of the proxy is received by the corporation before the vote pursuant
thereto is counted; provided, however, that no proxy shall be valid after the
expiration of 11 months from the date of its execution unless otherwise provided
in the proxy.
Section 14. Inspectors of Election. In advance of any meeting of shareholders,
the Board may appoint any persons other than nominees for office as inspectors
of election to act at such meeting and any adjournment thereof. If no inspectors
of election are so appointed, or if any persons so appointed fail to appear or
fail or refuse to act, the Chairman of any such meeting may, and on the request
of any shareholder or shareholder's proxy shall, appoint inspectors of election
at the meeting. The number of inspectors shall be either one (1) or three (3).
If inspectors are appointed at a meeting on the request of one or more
shareholders or proxies, the holders of a majority of shares or their proxies
present shall determine whether one (1) or three (3) inspectors are to be
appointed.
The duties of such inspectors shall be as prescribed by Section 707(b) of the
California General Corporation Law and shall include: determining the number of
shares outstanding and the voting power of each; the shares represented at the
meeting; the existence of a quorum; the authenticity, validity and effect of
proxies; receiving votes, ballots or consents; hearing and determining all
challenges and questions in any arising in connection with the right to vote;
counting and tabulating all votes or consents, determining when the polls shall
close; determining the result; and doing such acts as may be proper to conduct
the election or vote with fairness to all shareholders. If there are three
inspectors of election, the decision, act, or certificate of a majority is
effective in all respects as the decision, act, or certificate of all.
ARTICLE III
Directors
Section 1. Powers. Subject to the provisions of the California General
Corporation Law and any limitations in the Articles of Incorporation and these
Bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors. The Board may delegate the management of the day-today
operation of the business of the corporation to a management company or other
person provided that the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised under the ultimate direction
of the Board. without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the Board shall have the
following powers in addition to the other powers enumerated in these Bylaws:
(a) To select and remove all the other officers, agents, and employees of the
corporation, prescribe any powers and duties for them that are consistent
with law, or with the Articles or these Bylaws, fix their compensation, and
require from them security for faithful service.
(b) To conduct, manage, and control the affairs and business of the corporation
and to make such rules and regulations therefor not inconsistent with law,
or with the Articles or these Bylaws, as they may deem best.
(c) To adopt, make, and use a corporate seal, and to prescribe the forms of
certificates of stock, and to alter the form of such seal and of such
certificates from time to time as in their judgment they may deem best.
(d) To authorize the issuance of shares of stock of the corporation from time
to time, upon such terms and for such consideration as may be lawful.
(e) To borrow money and incur indebtedness for the purposes of the corporation,
and to cause to be executed and delivered therefor, in the corporate name,
promissory and capital notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, or other evidences of debt and securities therefor
and any agreements pertaining thereto.
(f) To prescribe the manner in which and the person or persons by whom any or
all of the checks, drafts, notes, contracts and other corporate instruments
shall be executed.
(g) To appoint and designate, by resolution adopted by a majority of the
authorized number of directors, one or more committees, each consisting of
two or more directors, including the appointment of alternate members of
any committee who may replace any absent member at any meeting of the
committee.
Section 2. Number and Qualification of Directors. The authorized number of
directors shall be not less than nine (9) nor more than seventeen (17) until
changed by an amendment to this Bylaw adopted by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote. The exact
number of directors shall be eleven (11), until changed, within the limits
specified above, by a bylaw amending this Section 2, duly adopted by the Board
of Directors or by the shareholders.
No person (except, in respect to the limitation in clause (a) below, of this
Section 2.3, or any person who shall be a member of the Board of Directors of
this Corporation on the date these Bylaws shall be adopted) shall be a member of
the Board of Directors of this Corporation (a) who has not been a resident, for
a period of at least one (1) year immediately prior to his election, of a state
in which the Corporation or any of its subsidiaries maintains an office, or (b)
who owns, together with his family residing with him, directly or indirectly,
more than one percent (1%) of the outstanding shares of any banking corporation,
affiliate or subsidiary thereof, or bank holding company engaged in business in
California, other than the Corporation or any of its subsidiaries or affiliates,
or (c) who is a director, officer, employee, agent, nominee, or attorney of any
banking corporation, affiliate or subsidiary thereof, or bank holding company
engaged in business in California, other than the Corporation or any of its
subsidiaries or affiliates, or (d) who has or is the nominee of anyone who has a
contract, arrangement or understanding with any banking corporation, or
affiliate or subsidiary thereof, or bank holding company, other than the
Corporation or any of its subsidiaries or affiliates, or with any officer,
director, employee, agent, nominee, attorney or other representative thereof
that he will reveal or in any way utilize information obtained as a director or
that he will, directly or indirectly, attempt to effect or encourage any action
of the Corporation.
Section 3. Election and Term of Office. In the event that the authorized number
of directors shall be fixed at nine (9) or more, the Board of Directors shall be
divided into three classes, designated Class I, Class II and Class III. Each
class shall consist of one-third of the directors or as close an approximation
as possible. The initial term of office of the directors of Class I shall expire
at the annual meeting to be held during fiscal year 2000, the initial term of
office of the directors of Class II shall expire at the annual meeting to be
held during fiscal year 2001 and the initial term of office of the directors of
Class III shall expire at the annual meeting to be held during fiscal year 2002.
At each annual meeting, commencing with the annual meeting to be held during
fiscal year 2000, each of the successors to the directors of the class whose
term shall have expired at such annual meeting shall be elected for a term
running until the third annual meeting next succeeding his or her election until
his or her successor shall have been duly elected and qualified. In the event
that the authorized number of directors shall be fixed with at least six (6) but
less than nine (9), the Board of Directors shall be divided into two classes,
designated Class I and Class II. Each class shall consist of one-half of the
directors or as close an approximation as possible. At each annual meeting, each
of the successors to the directors of the class whose term shall have expired at
such annual meeting shall be elected for a term running until the second annual
meeting next succeeding his or her election and until his or her successor shall
have been duly elected and qualified. Notwithstanding the rule that the classes
shall be as nearly equal in number of directors as possible, in the event of any
change in the authorized number of directors, each director then continuing to
serve as such shall nevertheless continue as a director of the class of which he
or she is a member until the expiration of his or her current term, or his or
her prior death, resignation or removal. At each annual election, the directors
chosen to succeed those whose terms then expire shall be of the same class as
the directors they succeed, unless, by reason of any intervening changes in the
authorized number of directors, the Board of Directors shall designate one or
more directorships whose term then expires as directorships of another class in
order more nearly to achieve equality of number of directors among the classes.
This section only may be amended or repealed by approval of the Board of
Directors and the outstanding shares (as defined in Section 152 of the
California General Corporation Law) voting as a single class, notwithstanding
Section 903 of the California General Corporation Law.
Section 4. Vacancies. Any director may resign effective upon giving written
notice to the Chairman of the Board, the President, the Secretary, or the Board,
unless the notice specifies a later time for the effectiveness of such
resignation. If the resignation is effective at a future time, a successor may
be elected to take office when the resignation becomes effective.
Vacancies in the Board may be filled by a majority of the remaining directors,
though less than a quorum, or by a sole remaining director, and each director so
elected shall hold office until the next annual meeting and until such
director's successor has been elected and qualified. Provided, however, that a
vacancy in the Board existing as the result of a removal of a director may not
be filled by the directors, unless the Articles or a bylaw adopted by the
shareholders so provides.
The Board may declare vacant the office of a director who has been declared of
unsound mind by an order of court or convicted of a felony.
The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. Any such election by written
consent, other than to fill a vacancy created by removal, requires the consent
of a majority of the outstanding shares entitled to vote. Any such election by
written consent to fill a vacancy created by removal requires the unanimous
consent of the outstanding shares entitled to vote. If the Board accepts the
resignation of a director tendered to take effect at a future time, the Board or
the shareholders shall have power to elect a successor to take office when the
resignation is to become effective.
Section 5. Place of Meeting. Regular meetings of the Board shall be held at any
place within the State of California which has been designated in the notice of
meeting or if there is no notice, at the principal office of the corporation, or
at a place designated by resolution of the Board or by the written consent of
the Board. Any regular or special meeting is valid wherever held if held upon
written consent of all members of the Board given either before or after the
meeting and filed with the Secretary of the corporation.
Section 6. Regular Meetings. Immediately following each annual meeting of
shareholders and at the same place, the Board shall hold a regular meeting for
the purpose of organization, any desired election of officers, and the
transaction of other business. Notice of this meeting shall not be required.
Other regular meetings of the Board shall be held without notice either on the
3rd Wednesday of January, April, July and October of each year, at the hour of
5:00 p.m., or at such different date and time as the Board may from time to time
fix by resolution; provided, however, should said day fall upon a legal holiday
observed by the corporation at its principal office, the said meeting shall be
held at the same time and place on the next succeeding full business day. Call
and notice of all regular meetings of the Board are hereby dispensed with.
Section 7. Special Meetings. Special meetings of the Board for any purpose or
purposes may be called at any time by the Chairman of the Board, the President,
or the Secretary or by any two directors.
Special meetings of the Board shall be held upon four days written notice by
mail or 24 hours notice delivered personally or by telephone or telegraph. Any
such notice shall be addressed or delivered to each director at such director's
address as it is shown upon the records of the corporation or as may have been
given to the corporation by the director for purposes of notice or, if such
address is not shown on such records or is not readily ascertainable, at the
place in which the meetings of the directors are regularly held. Such notice
may, but need not, specify the purpose of the meeting, nor the place if the
meeting is to be held at the principal office of the corporation. Notice of any
meeting of the Board need not be given to any director who attends the meeting
without protesting either prior thereto or at its commencement, the lack of
notice to such director.
Notice by mail shall be deemed to have been given at the time a written notice
is deposited in the United States mail, postage prepaid. Any other written
notice shall be deemed to have been given at the time it is personally delivered
to the recipient or is delivered to a common carrier for transmission, or
actually transmitted by the person giving the notice by electronic means, to the
recipient. Oral notice shall be deemed to have been given at the time it is
communicated, in person or by telephone or wireless, to the recipient or to a
person at the office of the recipient who the person giving the notice has
reason to believe will promptly communicate it to the recipient.
Section 8. Quorum. A majority of the authorized number of directors constitutes
a quorum of the Board for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board, unless a greater number be required by the
Articles and subject to the provisions of Section 310 of the California General
Corporation Law (as to approval of contracts or transactions in which a director
has a direct or indirect material financial interest) , Section 311 (as to
appointment of committees), and Section 317(e) (as to indemnification of
directors). A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for such
meeting.
Section 9. Participation in Meetings by Conference Telephone. Members of the
Board may participate in a meeting through use of a conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another. Participation in a meeting pursuant to Section 9
constitutes "presence" in person at such meeting.
Section 10. Waiver of Notice. The transactions of any meeting of the Board,
however called and noticed or wherever held, are as valid as though had at a
meeting duly held after regular call and notice if a quorum is present and if,
either before or after the meeting, each of the directors not present signs a
written waiver of notice, a consent to holding such meeting or an approval of
the minutes thereof. All such waivers, consents, or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting
Section 11. Adjournment. A majority of the directors present, whether or not a
quorum is. present, may adjourn any directors' meeting to another time and
place. Notice of the time and place of holding an adjourned meeting need not be
given, unless the meeting is adjourned for more than twenty-four hours, in which
case notice of the time and place shall be given before the time of the
adjourned meeting, in the manner specified in Section 7 of this Article III, to
the directors who were not present at the time of the adjournment.
Section 12. Action Without Meeting. Any action required or permitted to be taken
by the Board may be taken without a meeting if all members of the Board shall
individually or collectively consent in writing to such action. Such action by
written consent shall have the same effect as a unanimous vote of the Board.
Such consent or consents shall be filed with the minutes of the proceedings of
the Board.
Section 13. Fees and Compensation. Directors and members of committees may
receive such compensation, if any, for their services, and such reimbursement
for expenses, as may be fixed or determined by resolution of the Board. This
Section shall not be construed to preclude any director from serving the
corporation in any other capacity as an officer, agent, employee, or otherwise,
and receiving compensation for those services.
Section 14. Rights of Inspection. Every director of the corporation shall have
the absolute right at any reasonable time to inspect and copy all books,
records, and documents of every kind and to inspect the physical properties of
the corporation and also of its subsidiary corporations, domestic or foreign.
Such inspection by a director may be made in person or by agent or attorney and
includes the right to copy and obtain extracts.
ARTICLE IV
Officers
Section 1. Officers. The officers of the corporation shall be a president, a
secretary, and a chief financial officer. The corporation may also have, at the
discretion of the Board, a chairman of the board, a vice chairman of the board,
one or more vice presidents, one or more assistant vice presidents, one or more
assistant treasurers, one or more assistant secretaries and such other officers
as may be elected or appointed in accordance with the provisions of Section 3 of
this Article. one person may hold two or more offices, except those of president
and chief financial officer.
Section 2. Election. The officers of the corporation, except such officers as
may be elected or appointed in accordance with the provisions of Section 3 or
Section 5 of this Article, shall be chosen by, and shall serve at the pleasure
of, the Board, and shall hold their respective offices until their resignation,
removal, or other disqualification from service, or until their respective
successors shall be elected, subject to the rights, if any, of an officer under
any contract of employment.
Section 3. Subordinate Officers. The Board may elect, and may empower the
President to appoint, such other officers as the business of the corporation may
require, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these Bylaws or as the Board may from
time to time determine.
Section 4. Removal and Resignation. Subject to the rights, if any, of an officer
under any contract of employment, any officer may be removed, either with or
without cause, by the Board at any time, or, except in the case of an officer
chosen by the Board, by any officer upon whom such power of removal may be
conferred by the Board.
Any officer may resign at any time by giving written notice to the corporation,
but without prejudice to the rights, if any, of the corporation under any
contract to which the officer is a party. Any such resignation shall take effect
at the date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular election or appointment to such office.
Section 6. Chairman of the Board. The Chairman of the Board, if there shall be
such an officer, shall, if present, preside at all meetings of the Board and of
the shareholders, and exercise and perform such other powers and duties as may
be from time to time assigned by the Board.
Section 7. Vice Chairman. The Vice Chairman of the Board, if there shall be such
an officer, shall, in the absence of the Chairman of the Board of Directors,
preside at all meetings of the Board and of the shareholders, and exercise and
perform such other powers and duties as may be from time to time assigned by the
Board.
Section 8. President. Subject to such powers, if any, as may be given by the
Board to the Chairman of the Board, if there be such an officer, the President
is the General Manager and Chief Executive Officer of the corporation and has,
subject to the control of the Board, general supervision, direction, and control
of the business and officers of the corporation. In the absence of both the
Chairman of the Board and the Vice Chairman, or if there be none, the President
shall preside at all meetings of the shareholders and at all meetings of the
Board. The President has the general powers and duties of management usually
vested in the office of President and General Manager of a corporation and such
other powers and duties as may be prescribed by the Board.
Section 9. Vice Presidents. In the absence or disability of the President, the
Vice Presidents in order of their rank as fixed by the Board or, if not ranked,
the Vice President designated by the Board, shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the President. The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board or the Bylaws, and the President,
or the Chairman of the Board.
Section 10. Secretary. The Secretary shall keep or cause to be kept, at the
principal office and such other place as the Board may order, a book of minutes
of all the meetings of shareholders, the Board, and its committees, with the
time and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present or represented
at shareholders' meetings, and the proceedings thereof.
The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the
corporation at the principal office or business office in accordance with
Section 213 of the California General Corporation Law. The Secretary shall keep,
or cause to be kept, at the principal office or at the office of the
corporation's transfer agent or registrar, if one be appointed, a share
register, or a duplicate share register, showing the names of the shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the meetings of
the shareholders, of the Board and of any committees thereof required by these
Bylaws or by law to be given, shall keep the seal of the corporation in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board.
Section 11. Assistant Secretary. The Assistant Secretary or the Assistant
Secretaries, in the order of their seniority, shall, in the absence or
disability of the Secretary, or in the event of such officer's refusal to act,
perform the duties and exercise the powers and discharge such duties as may be
assigned from time to time by the President or by the Board of Directors.
Section 12. Chief Financial officer. The Chief Financial Officer shall keep and
maintain, or cause to be kept and maintained, adequate and correct books and
records of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings, and shares, and shall send or cause to be
sent to the shareholders of the corporation such financial statements and
reports as are by law or these Bylaws required to be sent to them. The books of
account shall at all times be open to inspection by any director of the
corporation.
The Chief Financial Officer shall deposit all monies and other valuables in the
name and to the credit of the corporation with such depositories as may be
designated by the Board. The Chief Financial officer shall disburse the funds of
the corporation as may be ordered by the Board, shall render to the President
and directors, whenever they request it, an account of all transactions as Chief
Financial Officer and of the financial condition of the corporation, and shall
have such other powers and perform such other duties as may be prescribed by the
Board.
Section 13. Assistant Treasurer. The Assistant Treasurer or the Assistant
Treasurers, in the order of their seniority, shall, in the absence or disability
of the Chief Financial Officer, or in the event of such officer's refusal to
act, perform the duties and exercise the powers of the Chief Financial Officer,
and shall have such additional powers and discharge such duties as may be
assigned from time to time by the President or by the Board of Directors.
Section 14. Salaries. The salaries of the officers shall be fixed from time to
time by the Board of Directors and no officer shall be prevented from receiving
such salary by reason of the fact that such officer is also a director of the
corporation.
Section 15. Officers Holding More Than One Office. Any two or more offices,
except those of President and Chief Financial Officer, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument in
more than one capacity.
Section 16. Inability to Act. In the case of absence or inability to act of any
officer of the corporation and of any person herein authorized to act in his
place, the Board may from time to time delegate the powers or duties of such
officer to any other officer, or any director or other person whom it may
select.
ARTICLE V
Other Provisions
Section 1. Inspection of Corporate Records. The corporation shall keep at its
principal executive office a record of its shareholders, giving the names and
addresses of all shareholders and the number and class of shares held by each
shareholder. A shareholder or shareholders of the corporation holding at least
five percent (5%) in the aggregate of the outstanding voting shares of the
corporation may:
(a) Inspect and copy the record of shareholders; names and addresses and
shareholdings during usual business hours upon five business days prior
notice demand upon the corporation; or
(b) Obtain from the transfer agent, if any, for the corporation, upon five
business days prior written demand and upon the tender of its usual charges
for such a list (the amount of which charges shall be stated to the
shareholder by the transfer agent upon request), a list of the
shareholders' names and addresses who are entitled to vote for the election
of directors and their shareholdings, as of the most recent record date for
which it has been compiled or as of the date specified by the shareholder
subsequent to the date of demand.
Section 2. Inspection of Bylaws. The corporation shall keep at its principal
office the original or a copy of these Bylaws as amended to date which shall be
open to inspection by shareholders at all reasonable times during business
hours.
Section 3. Endorsement of Documents; Contracts. Subject to the provisions of
applicable law, any note, mortgage, evidence of indebtedness, contract, share
certificate, conveyance, or other instrument in writing and any assignment or
endorsements thereof executed or entered into between this corporation and any
other person, when signed by the President or any Vice President and the
Treasurer or any Assistant Treasurer of this corporation shall be valid and
binding upon this corporation in the absence of actual knowledge on the part of
the other person that the signing officers had not the authority to execute the
same. Any such instruments may be signed by any other person or persons and in
such manner as from time to time shall be determined by the Board, and, unless
so authorized by the Board, no officer, agent, or employee shall have any power
or authority to bind the corporation by any contract or arrangement or to pledge
its credit or to render it liable for any purpose or amount.
Section 4. Certificates of Stock. Every holder of shares of the corporation
shall be entitled to have a certificate signed in the name of the corporation by
the President or Vice President and by the Chief Financial Officer or Assistant
Financial Officer or by the Secretary or Assistant Secretary, certifying the
number of shares and the class or series of shares owned by the shareholder. Any
or all of the signatures on the certificates may be facsimile. If any officer,
transfer agent, or registrar who has signed a certificate shall have ceased to
be such officer, transfer agent, or registrar before such certificate is issued,
it may be issued by the corporation with the same effect as if such person were
an officer, transfer agent, or registrar at the date of issue.
Except as provided in this Section, no new certificate for shares shall be
issued in lieu of an old one unless the latter is surrendered and canceled at
the same time. The Board may, however, in case any certificate for shares is
alleged to have been lost, stolen, or destroyed, authorize the issuance of a new
certificate in lieu thereof, and the corporation may require that the
corporation be given a bond or other adequate security sufficient to indemnify
it against any claim that may be made against it (including expense or
liability) on account of the alleged loss, theft, or destruction of such
certificate or the issuance of such new certificate.
Prior to the due presentment for registration of transfer in the stock transfer
book of the corporation, the registered owner shall be treated as the person
exclusively entitled to vote, to receive notifications and otherwise to exercise
all the rights and powers of an owner, except as expressly provided otherwise by
the laws of the State of California.
Section 5. Representation of Shares of Other Corporations. The President or any
other officer or officers authorized by the Board or the President are each
authorized to vote, represent, and exercise on behalf of the corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of the corporation. The authority herein granted may be
exercised by any such officer in person or by any other person authorized to do
so by proxy or power of attorney duly executed by said officer.
Section 6. Annual Report to Shareholders. Except when this corporation has 100
or more holders of record of its shares (determined as provided in Section 605
of the Corporations Code), the annual report to shareholders referred to in
Section 1501 of the California General Corporation Law is expressly waived, but
nothing herein shall be interpreted as prohibiting the Board from issuing annual
or other periodic reports to shareholders.
Section 7. Seal. The corporate seal of the corporation shall consist of two
concentric circles, between which shall be the name of the corporation, and in
the center shall be inscribed the word "Incorporated" and the date of its
incorporation.
Section 8. Fiscal Year. The fiscal year of this corporation shall begin on the
first day of January and end on the 31st day of December of each year.
Section 9. Construction and Definitions. Unless the context otherwise requires,
the general provisions, rules of construction, and definitions contained in the
California General Corporation Law shall govern the construction of these
Bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.
Section 10. Bylaw Provisions Contrary to or Inconsistent with Provisions of Law.
Any article, section, subsection, subdivision, sentence, clause or phrase of
these Bylaws which, upon being construed in the manner provided in Section 9 of
this Article, shall be contrary to or inconsistent with any applicable provision
of the California General Corporation Law or other applicable law of the State
of California or of the United States shall not apply so long as said provisions
of law shall remain in effect, but such result shall not affect the validity of
applicability of any other portions of these Bylaws, it being hereby declared
that these Bylaws would have been adopted and each article, section, subsection,
subdivision, sentence, clause or phrase thereof, irrespective of the fact that
any one or more articles, sections, subsections, subdivisions, sentences,
clauses or phrases is or are illegal.
ARTICLE VI
Indemnification
Section 1. Definitions. For the purposes of this Article, "agent" includes any
person who is or was a director, officer, employee, or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise, or was a
director, officer, employee, or agent of a foreign or domestic corporation which
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation; "proceeding" includes any threatened,
pending, or completed action or proceeding, whether civil, criminal,
administrative or investigative and "expenses" includes without limitation
attorneys' fees and any expenses of establishing a right to indemnification
pursuant to law.
Section 2. Extent of Indemnification. The corporation shall, to the maximum
extent permitted by the California General Corporation Law, advance expenses to
and indemnify each of its agents against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the fact any such person is or was an agent of
the corporation.
Section 3. Insurance. The corporation shall have power to purchase and maintain
insurance on behalf of any agent of the corporation against any liability
asserted against or incurred by the agent in such capacity or arising out of the
agent's status as such whether or not the corporation would have the power to
indemnify the agent against such liability under the provisions of this Article.
ARTICLE VII
Amendments
Section 1. Amendment By Shareholders. New Bylaws may be adopted or these Bylaws
may be amended or repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided, however, that if
the Articles of the corporation set forth the number of authorized directors of
the corporation, the authorized number of directors may be changed only by an
amendment of the Articles.
Section 2. Amendment By Directors. Subject to the rights of the shareholders as
provided in Section 1 of this Article VII, Bylaws, other than a bylaw or an
amendment of a bylaw changing the authorized number of directors, may be
adopted, amended, or repealed by the Board of Directors.
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