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, 2000
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 the issuer's classes of common
stock, as of the latest practicable date: 3,688,340 shares of common stock
outstanding as of August 11, 2000.
<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 9
ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
------ MARKET RISK 25
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 26
------
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 26
------
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 26
------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 27
------
ITEM 5. OTHER INFORMATION 27
------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 27
------
SIGNATURES 31
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
------
<TABLE>
<CAPTION>
SJNB FINANCIAL CORP. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
(in thousands)
(Unaudited)
June 30, December 31,
ASSETS 2000 1999
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash and due from banks $23,631 $18,938
Interest-bearing deposits in other banks 1,443 2,042
Federal funds sold 5,800 7,000
Money market investments 30,366 5,651
Investment securities:
Available for sale 109,735 90,878
Held to maturity (Fair value: $19,184 at June 30, 2000
and $20,708 at December 31, 1999) 20,094 22,196
-----------------------------------------------------------------------------------------------------------------------------
Total investment securities 129,829 113,074
-----------------------------------------------------------------------------------------------------------------------------
Loans and leases 418,539 403,318
Allowance for loan and lease losses (6,703) (6,412)
-----------------------------------------------------------------------------------------------------------------------------
Loans and leases, net 411,836 396,906
-----------------------------------------------------------------------------------------------------------------------------
Premises and equipment, net 5,494 5,564
Accrued interest receivable 3,594 3,202
Intangibles, net of accumulated amortization of $2,840 at
June 30, 2000 and $2,620 at December 31, 1999 3,397 3,617
Other assets 23,334 12,087
-----------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $638,724 $568,081
=============================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
-----------------------------------------------------------------------------------------------------------------------------
Deposits:
Noninterest-bearing $117,837 $94,687
Interest-bearing 425,995 379,046
-----------------------------------------------------------------------------------------------------------------------------
Total deposits 543,832 473,733
-----------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Bank advances 20,415 22,503
Other borrowings 11,527 11,022
Accrued interest payable 1,785 1,720
Other liabilities 5,425 5,884
-----------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 582,984 514,862
-----------------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY:
Preferred stock, no par value, 5,000 shares authorized;
none issued or outstanding in 2000 or 1999. ---- ----
Common stock, no par value; authorized, 20,000 shares;
issued and outstanding, 3,688 shares at June 30, 2000
and 3,593 shares at December 31, 1999. 21,582 20,769
Retained earnings 35,672 33,942
Accumulated other comprehensive losses (1,514) (1,492)
-----------------------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 55,740 53,219
-----------------------------------------------------------------------------------------------------------------------------
Commitments and contingencies ---- ----
-----------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $638,724 $568,081
=============================================================================================================================
</TABLE>
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
3
<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,
---------------------------------------------------------
2000 1999 2000 1999
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans and leases $11,269 $8,606 $21,603 $16,822
Interest on money market investments 668 436 1,073 704
Interest on time deposits 22 27 47 54
Interest and dividends on investment securities available for 1,632 1,034 3,090 1,991
sale
Interest on investment securities held to maturity 283 291 583 597
Other interest and investment income (expense) 3 (6) 5 (20)
-----------------------------------------------------------------------------------------------------------------------------
TOTAL INTEREST INCOME 13,877 10,388 26,401 20,148
-----------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE:
Deposits:
Interest-bearing demand 562 585 1,121 1,090
Money market and savings 1,592 879 3,003 1,659
Certificates of deposits less than $100 851 671 1,563 1,195
Certificates of deposit over $100 1,775 1,199 3,291 2,357
Federal Home Loan Bank advances 332 337 664 673
Other borrowings 222 73 420 128
-----------------------------------------------------------------------------------------------------------------------------
TOTAL INTEREST EXPENSE 5,334 3,744 10,062 7,102
-----------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME 8,543 6,644 16,339 13,046
-----------------------------------------------------------------------------------------------------------------------------
Provision for loan and lease losses 125 27 375 167
-----------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN AND LEASE LOSSES 8,418 6,617 15,964 12,879
-----------------------------------------------------------------------------------------------------------------------------
OTHER INCOME:
Service charges on deposits 291 252 565 464
Other operating income 206 186 439 625
Net loss on sale of securities available for sale (587) ---- (587) ----
-----------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER INCOME (90) 438 417 1,089
-----------------------------------------------------------------------------------------------------------------------------
OTHER EXPENSES:
Salaries and benefits 2,345 2,240 4,643 4,403
Occupancy 341 364 694 704
Merger related costs, nonrecurring ---- ---- 3,424 ----
Other 1,430 1,360 2,805 2,704
-----------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER EXPENSES 4,116 3,964 11,566 7,811
-----------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 4,212 3,091 4,815 6,157
Income taxes, recurring 1,635 1,235 3,199 2,503
Income taxes, on merger costs ---- ---- (1,276) ----
-----------------------------------------------------------------------------------------------------------------------------
NET INCOME $2,577 $1,856 $2,892 $3,654
=============================================================================================================================
Net income per share - basic $0.70 $0.54 $0.80 $1.04
=============================================================================================================================
Net income per share - diluted $0.67 $0.50 $0.76 $0.98
=============================================================================================================================
EXCLUDING MERGER RELATED COSTS, NET OF TAX
Net income per share - basic $0.70 $0.54 $1.39 $1.04
=============================================================================================================================
Net income per share - diluted $0.67 $0.50 $1.32 $0.98
=============================================================================================================================
</TABLE>
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
4
<PAGE>
<TABLE>
<CAPTION>
SJNB FINANCIAL CORP. AND SUBSIDIARY
Condensed Consolidated Statements of Shareholders' Equity
(in thousands)
(Unaudited)
Accumulated
Other Total
Comprehensive Share-
Common Retained Gains holders'
Six months ended June 30, 1999 Shares Stock Earnings (Losses) Equity
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balances, December 31, 1998 3,590 $21,461 $28,996 $282 $50,739
Net income ---- ---- 3,654 ---- 3,654
Other comprehensive income - Unrealized losses
on securities held for sale, net ---- ---- ---- (904) (904)
-----------------------------------------------------------------------------------------------------------------------------
Comprehensive income 2,750
-----------------------------------------------------------------------------------------------------------------------------
Common stock repurchased (150) (3,390) (522) ---- (3,912)
Stock options exercised 19 203 ---- ---- 203
Cash dividends ---- ---- (831) ---- (831)
-----------------------------------------------------------------------------------------------------------------------------
Balances, June 30, 1999 3,459 $18,274 $31,297 ($622) $48,949
=============================================================================================================================
Six months ended June 30, 2000
-----------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1999 3,593 $20,769 $33,942 ($1,492) $53,219
Net income ---- ---- 2,892 ---- 2,892
Other comprehensive income - Realized losses
on securities held for sale ---- ---- ---- (587) (587)
Unrealized gains on securities held for sale, net ---- ---- ---- 565 565
-----------------------------------------------------------------------------------------------------------------------------
Comprehensive income 2,870
-----------------------------------------------------------------------------------------------------------------------------
Stock options exercised 95 813 ---- ---- 813
Cash dividends ---- ---- (1,162) ---- (1,162)
-----------------------------------------------------------------------------------------------------------------------------
Balances, June 30, 2000 3,688 $21,582 $35,672 ($1,514) $55,740
=============================================================================================================================
</TABLE>
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
5
<PAGE>
<TABLE>
<CAPTION>
SJNB FINANCIAL CORP. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Six months ended
June 30,
------------------------------------------
2000 1999
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
NET INCOME $2,892 $3,654
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan and lease losses 375 166
Depreciation and amortization 411 486
Gain on sale of leased assets ---- 33
Amortization on intangibles 219 228
Net loss on sale of securities available for sale 587 ----
Amortization of (premium) discount on investment securities, net (72) 30
Increase in intangibles assets ---- (45)
Increase in accrued interest receivable and other assets (3,606) (1,070)
Decrease in accrued interest payable and other liabilities (296) (750)
----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 510 2,732
----------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from sale/maturity of securities available for sale 15,639 11,197
Maturities of securities held to maturity 2,231 2,166
Purchase of securities available for sale (35,024) (35,347)
Purchase of securities held to maturity (104) (2,780)
Purchase of life insurance policies (7,960) (1,238)
Increase in loans and leases, net (15,411) (30,009)
Proceeds from sale of premises and equipment ---- 481
Capital expenditures (341) (2,410)
----------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (40,970) (57,940)
----------------------------------------------------------------------------------------------------------------------------
Cash flow from financing activities:
Increase in deposits, net 70,099 34,912
Increase in other borrowings 907 27,497
Decrease in federal funds purchased (500) (2,000)
Decrease in Federal Home Loan Bank borrowings (2,088) (84)
Cash dividends (1,162) (831)
Stock repurchase ---- (3,912)
Proceeds from stock options exercised 813 203
----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 68,069 55,785
----------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH AND EQUIVALENTS 27,609 577
Cash and equivalents at beginning of period 33,631 56,312
----------------------------------------------------------------------------------------------------------------------------
CASH AND EQUIVALENTS AT END OF PERIOD $61,240 $56,889
============================================================================================================================
Other cash flow information:
Interest paid $9,997 $6,961
==========================================
Income taxes paid 1,452 2,628
============================================================================================================================
Noncash transactions:
Unrealized gain (loss) on securities available for sale, net of tax $565 $(616)
============================================================================================================================
</TABLE>
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
6
<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 (SJNB), 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. The
condensed consolidated financial statements presents the combined
results of the Company and Saratoga Bancorp on a pooling of interests
basis, as if the combination had been consummated at the beginning of
the earliest period presented. 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, 1999.
Note B NET INCOME PER SHARE OF COMMON STOCK
------------------------------------
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):
<TABLE>
<CAPTION>
QUARTER ENDED, JUNE 30,
2000 1999
--------------------------------------------------------------------------------------------------------------------
Net PER SHARE Net PER SHARE
Income Shares AMOUNTS Income Shares AMOUNTS
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net income and basic EPS $2,577 3,676 $0.70 $1,856 3,456 $0.54
=========== =============
Effect of stock option dilutive shares 147 249
-------------------------------------------------------------- -----------------------
DILUTED EARNINGS PER SHARE $2,577 3,823 $0.67 $1,856 3,705 $0.50
====================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED, JUNE 30,
2000 1999
--------------------------------------------------------------------------------------------------------------------
Net PER SHARE Net PER SHARE
Income Shares AMOUNTS Income Shares AMOUNTS
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net income and basic EPS $2,892 3,635 $0.80 $3,654 3,501 $1.04
=========== =============
Effect of stock option dilutive shares 171 245
-------------------------------------------------------------- -----------------------
DILUTED EARNINGS PER SHARE $2,892 3,806 $0.76 $3,654 3,746 $0.98
====================================================================================================================
</TABLE>
Note C BUSINESS COMBINATION
--------------------
On January 5, 2000, the Company acquired Saratoga Bancorp, the parent
company of Saratoga National Bank, pursuant to a merger of Saratoga
Bancorp with and into the Company. Saratoga National Bank,
headquartered in Saratoga, California, operated three branches and as
of the acquisition date had $142 million in assets and $103 million in
deposits. Saratoga National Bank's San Jose office, which was located
near SJNB's San Jose office was consolidated into SJNB's San Jose
office in January 2000. The shareholders of Saratoga received 0.70
shares of the Company's common stock for each outstanding share of
Saratoga common stock. Total shares issued were 1,175,743. Based on
the closing price of the Company's stock on January 5, 2000 of $29.125
the transaction is valued at approximately $34.2 million, excluding
the value of any unexercised options, and each Saratoga shareholder
received SJNB common stock valued at $20.39 per share. The merger has
been accounted for as a pooling of interests. The condensed
consolidated financial statements and selected financial data present
the combined results of the Company and Saratoga Bancorp on a pooling
of interests basis, as if the combination had been consummated at the
beginning of the earliest period presented.
The results of operations previously reported by the separate
companies and the combined amounts presented in the accompanying
unaudited condensed consolidated financial statements are summarized
below:
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED JUNE 30, 1999
---------------------------------------------------------------------------------------------------------------------
SJNB SARATOGA COMBINED
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net interest income $ 5,237 $1,407 $ 6,644
Net income 1,377 479 1,856
FOR THE SIX MONTHS ENDED JUNE 30, 1999
---------------------------------------------------------------------------------------------------------------------
Net interest income $10,220 $2,826 $13,046
Net income 2,706 948 3,654
</TABLE>
Note D SEGMENT REPORTING
-----------------
SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information, requires certain information about the operating segments
of the Company. The objective of requiring disclosures about segments
of an enterprise and related information is to provide information
about the different types of business activities in which an
enterprise engages and the different economic environments in which
it operates to help users of financial statements better understand
its performance; better assess its prospects for future cash flows
and make more informed judgments about the enterprise as a whole. The
Company has determined it has three segments, general commercial
banking, leasing, and factoring/asset based financing. Neither leasing
nor factoring/asset based financing meet the required thresholds for
disagregation and therefore the disclosures and related information
about such segments has not been included in the consolidated
financial statements. At such time these segments meet the required
thresholds, such disclosures and other information will be included.
8
<PAGE>
Note E ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
------------------------------------------------------------
In June 1998, the FASB issued SFAS No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. This Statement requires that an
entity recognize all derivatives as either assets or liabilities in
the statement of financial position and measure those instruments at
fair value. In June 1999, the FASB issued SFAS No. 137, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES-DEFERRAL OF EFFECTIVE
DATE. This Statement deferred the effective date to the fiscal
quarters of fiscal years beginning after June 15, 2000. The Company
expects to adopt this Statement on January 1, 2001. Management
believes the Statement should 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" or the "Bank"), and the Bank's subsidiary, Epic Funding
Corp. ("Epic"). The Company and the Bank are headquartered in San Jose,
California and Epic is headquartered in Danville, 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, 2000 and 1999 and the
liquidity and financial condition of the Company, SJNB and Epic as of June 30,
2000 and December 31, 1999.
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 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; 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, 1999 and Quarterly Report on Form 10-Q for the quarter ended March
31, 2000. See also the discussion of other risk factors discussed elsewhere in
this Report.
CURRENT DEVELOPMENTS
--------------------
On January 5, 2000, the Company acquired Saratoga Bancorp, the parent company of
Saratoga National Bank, pursuant to a merger of Saratoga Bancorp with and into
the Company. See Note C of Notes to Unaudited Condensed Consolidated Financial
Statements.
9
<PAGE>
SELECTED FINANCIAL DATA
-----------------------
The following presents selected financial data and ratios as of and for the
quarter and six months ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA AND RATIOS
-----------------------------------------------------------------------------------------------------------------------------
For the quarters For the six months
ended June 30, ended June 30,
SELECTED ANNUALIZED OPERATING RATIOS -------------------------------------------------------------
EXCLUDING MERGER RELATED COSTS, NET OF TAX: 2000 1999 2000 1999
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Return on average equity 18.69% 15.09% 18.63% 14.86%
Return on average tangible equity 20.78 17.38 20.77 17.15
Return on average assets 1.65 1.40 1.67 1.44
Net (recoveries) chargeoffs to average loans and leases (0.03) (0.09) 0.04 (0.06)
Average equity to average assets 8.84 9.30 8.95 9.69
Average tangible equity to average tangible assets 8.34 8.63 8.43 8.99
PER SHARE DATA:
Net income per share - basic $0.70 $0.54 $0.80 $1.04
Net income per share - diluted 0.67 0.50 0.76 0.98
EXCLUDING MERGER RELATED COSTS, NET OF TAX
Net income per share - basic 0.70 0.54 1.39 1.04
Net income per share - diluted 0.67 0.50 1.32 0.98
Net income per share - (core) - diluted (1) 0.70 0.53 1.38 1.04
Dividends per share 0.16 0.14 0.32 0.28
=============================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
At June 30, At December 31, At June 30,
SHAREHOLDERS' EQUITY 2000 1999 1999
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholders' equity per share $15.11 $14.81 $14.15
Tangible equity per share 14.19 13.81 13.04
SELECTED FINANCIAL POSITION RATIOS:
-----------------------------------------------------------------------------------------------------------------------------
Leverage capital ratio 8.59% 8.88% 8.64%
Total risk based capital ratio 11.38 12.34 11.68
Nonperforming loans and leases to total loans and leases 0.23 0.54 0.11
Nonperforming assets to total assets 0.15 0.38 0.07
Allowance for loan and lease losses to total loans 1.60 1.59 1.57
Allowance for loan and lease losses
to nonperforming loans and leases 701.00 296.00 1,402.00
Allowance for loan and lease losses
to nonperforming assets 701.00 296.00 1,402.00
=============================================================================================================================
(1) Excludes after-tax effect of goodwill and core deposit intangible amortization.
</TABLE>
SUMMARY OF FINANCIAL RESULTS
----------------------------
The Company reported net income of $2,577 or $0.67 per share - diluted for the
quarter ended June 30, 2000. This compares with net income of $1,856 or $0.50
per share - diluted for the second quarter of 1999. The increase in net income
compared to the quarter ended June 30, 1999 was primarily the result of the
increase in net interest income, offset somewhat, by a decrease in other income
and an increase in other expense. See the specific sections below for details
regarding these changes.
10
<PAGE>
The Company reported net income of $2,892 or $0.76 per share - diluted for the
six months ended June 30, 2000. After excluding merger related costs, net of
tax, net income was $5,040 or $1.32 per share - diluted. This compares with net
income of $3,654 or $0.98 per share - diluted for the six months of 1999. The
increase in operating net income (which is net income excluding the merger
related costs, net of tax) compared to the six months ended June 30, 1999 was
primarily the result of the increase in net interest income, offset somewhat, by
an increase in the loan loss provision, decrease in other income and an increase
in other expense. See the specific sections below for details regarding these
changes.
NET INTEREST INCOME
-------------------
Net interest income for the quarter ended June 30, 2000, increased $1.9 million
as compared to the same quarter a year ago. The Bank's average earning assets
for the same period increased by $88 million, as the result of growth in the
Bank's investment securities and money market investments of $35 million and in
the loan and lease portfolio of $53 million. In addition, the net interest
margin increased from 5.54% in the quarter ended June 30, 1999 compared to 6.05%
for the quarter ended June 30, 2000.
The increase in the net interest margin was the result of a one-time loan
prepayment fee of approximately $225 (an impact of approximately 16 basis
points) and interest rate increases during 1999 and 2000. During the second
quarter of 1999 the prime rate averaged 7.75% while in the second quarter of
2000 it averaged 9.25% while cost of interest-bearing liabilities increased from
4.06% in 1999 to 4.71% in 2000.
Net interest income for the six months ended June 30, 2000, increased $3.3
million as compared to the six months ended June 30, 1999. The Bank's average
earning assets for the same period increased by $88 million, as the result of
growth in the Bank's investment securities and money market investments of $32
million and in the loan and lease portfolio of $56 million. In addition, the net
interest margin increased from 5.66% in the six months ended June 30, 1999
compared to 5.96% for the six months ended June 30, 2000.
The increase in the net interest margin was the result of a one-time loan
prepayment fee of approximately $225 (an impact of approximately 8 basis points)
and interest rate increases during 1999 and 2000. During the first half of 1999
the prime rate averaged 7.75% while in the first half of 2000 it averaged 8.97%
while cost of interest-bearing liabilities increased from 4.02% in 1999 to 4.59%
in 2000.
Due to the nature of the Company's lending markets, in which loans are generally
tied to the Prime Rate, it is believed an increase in interest rates should
positively affect the Company's future earnings, while a decline in interest
rates would have a negative impact. Should interest rates decline in the future,
management believes that net interest income could be negatively impacted and it
is not feasible to provide an accurate measure of such a change because of the
many factors (many of which are uncontrollable) influencing the result.
Economic conditions in Northern California have remained relatively strong in
2000, 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. During the last six
months the domestic equity markets have shown an increase in volatility,
affecting all companies, but more significantly the high technology companies.
The impact of this volatility is not certain at this time but could affect the
equity wealth factor of those who have investments in such companies, the future
infusion of venture capital and the ability of such companies to raise capital
in public markets. These factors could have a serious effect on economic
conditions of Santa Clara County. 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.
11
<PAGE>
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, 2000 and 1999.
<TABLE>
<CAPTION>
AVERAGE BALANCES, RATES AND YIELDS
FULLY TAXABLE EQUIVALENT
(dollars in thousands)
Quarter ended June 30,
----------------------------------------------------------------------------
2000 1999
------------------------------------------------------------------------------------------------------------------------------
Average Average Average Average
ASSETS Balance Interest Yield (1) Balance Interest Yield (1)
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest earning assets:
Loans and leases, net (2) $413,411 $11,269 10.96% $359,911 $ 8,606 9.59%
Securities available for sale:
Taxable (3) 99,311 1,623 6.57 69,798 1,034 5.94
Nontaxable (4) 625 15 9.65 ---- ---- ----
Securities held to maturity:
Taxable (5) 2,976 69 9.33 6,790 108 6.38
Nontaxable (6) 17,835 357 8.04 15,422 305 7.93
Money market investments 42,372 668 6.34 36,253 436 4.82
Interest-bearing due from banks 1,733 25 5.80 1,789 27 6.05
Interest rate hedging instruments ---- ---- ---- ---- (6) ----
------------------------------------------------------------------------- ------------------------
TOTAL INTEREST-EARNING ASSETS 578,263 14,026 9.76 489,963 10,510 8.60
------------------------------------------------------------------------- ------------------------
Allowance for loan and lease losses (6,617) (5,724)
Cash and non-interest bearing due from banks 23,967 23,037
Other assets 28,139 19,103
Core deposit intangibles and
goodwill, net 3,439 3,888
------------------------------------------------------------- ------------
Total Assets $627,191 $530,267
============================================================= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Deposits:
Interest-bearing demand $82,322 562 2.75 $84,926 585 2.76
Money market and savings 151,601 1,592 4.22 109,960 879 3.21
Certificates of deposit:
Less than $100 59,289 851 5.77 49,118 671 5.48
$100 or more 128,524 1,775 5.55 98,061 1,199 4.90
------------------------------------------------------------------------- -------------------------
Total certificates of deposits 187,813 2,626 5.62 147,179 1,870 5.10
------------------------------------------------------------------------- -------------------------
Other borrowings 33,643 554 6.62 27,651 410 5.95
------------------------------------------------------------------------- -------------------------
TOTAL INTEREST-BEARING LIABILITIES 455,379 5,334 4.71 369,716 3,744 4.06
------------------------------------------------------------------------- -------------------------
Noninterest-bearing demand deposits 109,108 101,355
Accrued interest payable and
other liabilities 7,251 9,856
------------------------------------------------------------- ------------
Total liabilities 571,738 480,927
------------------------------------------------------------- ------------
Shareholders' equity 55,453 49,340
------------------------------------------------------------- ------------
Total Liabilities and Shareholders' equity $627,191 $530,267
============================================================= ----------- ============ ------------
NET INTEREST INCOME AND MARGIN (7) $8,692 6.05% $ 6,766 5.54%
================================================ ========================= ===========================
(1) Rates are presented on an annualized basis.
(2) Includes loan fees of $715 for 2000, and $498 for 1999. Nonperforming loans
and leases have been included in average loan and lease balances.
(3) Includes dividend income of $73 and $76 received in 2000 and 1999, respectively.
(4) Adjusted to a fully taxable equivalent basis using the federal statutory rate ($6 in 2000).
(5) Includes dividend income of $50 received in 2000 and $36 in 1999.
(6) Adjusted to a fully taxable equivalent basis using the federal statutory rate ($143 in 2000 and $122 in 1999).
(7) The net interest margin represents the fully taxable equivalent net interest income as a percentage of average
earning assets.
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
AVERAGE BALANCES, RATES AND YIELDS
FULLY TAXABLE EQUIVALENT
(dollars in thousands) Six months ended June 30,
-----------------------------------------------------------------------------
2000 1999
------------------------------------------------------------------------------------------------------------------------------
Average Average Average Average
ASSETS Balance Interest Yield (1) Balance Interest Yield (1)
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans and leases, net (2) $408,015 $21,603 10.65% $351,779 $16,823 9.64%
Securities available for sale:
Taxable (3) 94,225 3,078 6.57 67,716 1,991 5.93
Nontaxable (4) 436 20 9.22 ---- ---- ----
Securities held to maturity:
Taxable (5) 3,610 140 7.80 7,742 252 6.56
Nontaxable (6) 17,829 738 8.33 14,632 573 7.90
Money market investments 35,115 1,073 6.14 29,050 704 4.89
Interest-bearing due from banks 1,869 52 5.60 1,789 54 6.09
Interest rate hedging instruments ---- ---- ---- ---- (20) ----
------------------------------------------------------------------------- ------------------------
TOTAL INTEREST-EARNING ASSETS 561,099 26,704 9.57 472,708 20,377 8.69
------------------------------------------------------------------------- ------------------------
Allowance for loan and lease losses (6,371) (5,652)
Cash and non-interest bearing due from banks 23,606 22,308
Other assets 25,990 18,313
Core deposit intangibles and
goodwill, net 3,496 3,926
------------------------------------------------------------- ------------
Total Assets $607,820 $511,603
============================================================= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Deposits:
Interest-bearing demand $81,777 1,121 2.76 $ 81,670 1,091 2.69
Money market and savings 147,912 3,003 4.08 106,370 1,659 3.15
Certificates of deposit:
Less than $100 54,952 1,563 5.72 45,223 1,195 5.33
$100 or more 122,851 3,291 5.39 95,642 2,356 4.97
------------------------------------------------------------------------- -------------------------
Total certificates of deposits 177,803 4,854 5.49 140,865 3,551 5.08
------------------------------------------------------------------------- -------------------------
Other borrowings 33,553 1,084 6.50 27,158 801 5.95
------------------------------------------------------------------------- -------------------------
TOTAL INTEREST-BEARING LIABILITIES 441,045 10,062 4.59 356,063 7,102 4.02
------------------------------------------------------------------------- -------------------------
Noninterest-bearing demand deposits 105,086 96,871
Accrued interest payable and
other liabilities 7,269 9,098
------------------------------------------------------------- ------------
Total liabilities 553,400 462,032
------------------------------------------------------------- ------------
Shareholders' equity 54,420 49,571
------------------------------------------------------------- ------------
Total Liabilities and Shareholders' equity $607,820 $511,603
============================================================= ----------- ============ ------------
NET INTEREST INCOME AND MARGIN (7) $16,642 5.96% $13,275 5.66%
================================================ ========================= ===========================
(1) Rates are presented on an annualized basis.
(2) Includes loan fees of $1,223 for 2000, and $1,022 for 1999. Nonperforming
loans and leases have been included in average loan and lease balances.
(3) Includes dividend income of $152 and $154 received in 2000 and 1999, respectively.
(4) Adjusted to a fully taxable equivalent basis using the federal statutory rate ($8 in 2000).
(5) Includes dividend income of $99 received in 2000 and $72 in 1999.
(6) Adjusted to a fully taxable equivalent basis using the federal statutory rate ($295 in 2000 and $229 in 1999).
(7) The net interest margin represents the fully taxable equivalent net interest income as a percentage of average
earning assets.
</TABLE>
13
<PAGE>
PROVISION FOR LOAN AND LEASE LOSSES
-----------------------------------
The level of the allowance for loan and lease losses and the related provision
reflect management's judgment as to the inherent risk of loss associated with
the loan and lease portfolios as of June 30, 2000 and 1999 based on information
available to management as of said dates. Based on management's evaluation of
such risks, an addition of $125 was made to the allowance for loan and lease
losses in the three months ended June 30, 2000 as compared to an addition of $27
for the second quarter of 1999. The addition of $375 to the allowance for loan
lease losses was made in the six months ended June 30, 2000 as compared to an
addition of $166 for the six months ended June 30, 1999. See "Loan and Lease
Portfolio."
OTHER INCOME
------------
The following table sets forth the components of other income for the three and
six month periods ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
OTHER INCOME
(dollars in thousands)
Quarter ended June 30, Six months ended June 30,
----------------------------------------------------------------------
2000 1999 2000 1999
Amount Amount Amount Amount
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Service charges on deposits $291 $252 $565 $464
Other operating income 206 186 439 625
Net loss on sale of securities available for sale (587) ---- (587) ----
-----------------------------------------------------------------------------------------------------------------------------
Total $(90) $438 $417 $1,089
=============================================================================================================================
</TABLE>
The increase in the service charges on deposits of $39 and $101 for the three
and six months ended June 30, 2000, respectively, as compared to the three and
six months ended June 30, 1999 is due mainly to a change in the method of
assessing certain service charges on deposit accounts. The decrease in other
operating income of $186 for the six months of 2000 compared to the six months
of 1999 is mainly due to the one-time reversal during the first quarter of 1999
of a specific reserve established for an acquired SBA loan on the date the loan
was purchased in prior years and which was paid in full.
14
<PAGE>
OTHER EXPENSES
--------------
The following schedule summarizes the major categories of expense as a
percentage of average assets on an annualized basis for the three and six months
ended June 30, 2000:
<TABLE>
<CAPTION>
OTHER EXPENSES AS A PERCENT OF AVERAGE ASSETS
(dollars in thousands)
Quarter ended June 30, Six months ended June 30,
--------------------------------------------------------------------------------------------
2000 1999 2000 1999
Amount Percent(1) Amount Percent(1) Amount Percent(1) Amount Percent(1)
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Salaries and benefits $2,345 1.50% $2,240 1.69% $ 4,643 1.53% $4,403 1.72%
Occupancy 173 0.11 209 0.16 358 0.12 409 0.16
Furniture and equipment 168 0.11 155 0.12 336 0.11 295 0.12
Data processing 180 0.11 158 0.12 347 0.11 341 0.13
Client services paid by Bank 178 0.11 167 0.13 321 0.11 311 0.12
Directors' & shareholders' 204 0.13 161 0.12 345 0.11 316 0.12
Legal and professional fees 203 0.13 165 0.12 340 0.11 329 0.13
Business promotion 131 0.08 104 0.08 263 0.09 201 0.08
Amortization of core deposit
intangibles and goodwill 109 0.07 114 0.09 219 0.07 228 0.09
Merger costs ---- ---- ---- ---- 3,424 1.13 ---- ----
Other 425 0.28 491 0.36 970 0.32 978 0.38
-----------------------------------------------------------------------------------------------------------------------------
Total $4,116 2.63% $3,964 2.99% $11,566 3.81% $7,811 3.05%
=============================================================================================================================
(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, 2000 and 1999.
</TABLE>
Total other expenses for the second quarter of 2000 increased $152 from the same
period a year ago, primarily as a result of a net increase in salary and
benefits of $105. The second quarter 1999 expense includes the operations of
Saratoga Bancorp prior to its merger with SJNB Financial Corp. on January 5,
2000. Subsequent to the merger it is estimated that the combined savings in
salaries and benefits on a quarterly basis was approximately $150. After taking
into consideration the impact of these savings, salaries and benefits increased
approximately $255. This is mainly due to increased incentives accruals and
salary increases necessitated by the competitive environment for personnel and
supplemental compensations programs instituted by Saratoga in 1999 and by SJNB
in 2000. Total other expenses for the six months of 2000 increased $3.7 million
from the same period a year ago, primarily as a result of nonrecurring merger
costs of $3.4 million, in addition to increased incentive accruals and salary
increases necessitated by the competitive environment for personnel. As a
percent of average assets, excluding nonrecurring merger costs, actual expenses
were 2.63% and 2.68% in the second quarter 2000 and the six months ended June
30, 2000, respectively, as compared to 2.99% and 3.05% in the second quarter of
1999 and the six months ended June 30, 1999. This is mainly due to the
combination of SJNB and Saratoga National Bank on January 5, 2000.
INCOME TAX PROVISION
--------------------
The effective tax rate for the six months ended June 30, 2000 was 40% and for
year ended December 31, 1999 it was 41%. The rate is impacted by several items,
the most significant of which are 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 Low Income Housing
Tax Credit funds.
15
<PAGE>
FINANCIAL CONDITION AND EARNING ASSETS
--------------------------------------
Consolidated assets increased to $639 million at June 30, 2000 compared to $568
million at December 31, 1999. The increase related primarily to an increase in
cash, investment securities, federal funds sold and money market investments,
loans and other assets, all of which was funded by an increase in deposits of
$70 million See "Funding."
FEDERAL FUNDS SOLD AND MONEY MARKET INVESTMENTS
-----------------------------------------------
Federal funds sold and money market investments were $36.2 million at June 30,
2000 as compared to $12.7 million at December 31, 1999. This increase resulted
primarily from the increase in the Bank's deposits. See "Funding."
SECURITIES
----------
The following table shows the composition of the securities portfolio at June
30, 2000 and December 31, 1999. 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.
<TABLE>
<CAPTION>
SECURITIES PORTFOLIO
(dollars in thousands)
June 30, 2000 December 31, 1999
-----------------------------------------------------------------------------------------------------------------------------
Amortized Unrealized Market Amortized Unrealized Market
Cost Gain (Loss) Value Cost Gain (Loss) Value
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SECURITIES AVAILABLE FOR SALE:
U. S. Treasury $ 1,496 $ (4) $ 1,492 $ 2,496 $3 $ 2,499
U. S. Government Agencies 34,252 (613) 33,639 37,337 (724) 36,613
State and municipal (nontaxable) 625 (46) 579 ---- ---- ----
State and municipal (taxable) 1,980 ---- 1,980 ---- ---- ----
Mortgage-backed 54,431 (685) 53,746 38,560 (564) 37,996
Asset-backed 10,107 (45) 10,062 2,000 (22) 1,978
Trust-preferred 9,046 (809) 8,237 7,062 (479) 6,583
Mutual funds ---- ---- ---- 5,646 (437) 5,209
-----------------------------------------------------------------------------------------------------------------------------
TOTAL AVAILABLE FOR SALE 111,937 (2,202) 109,735 93,101 (2,223) 90,878
-----------------------------------------------------------------------------------------------------------------------------
SECURITIES HELD TO MATURITY:
U. S. Government Agencies 499 ---- 499 499 3 502
State and municipal (nontaxable) 17,838 (911) 16,927 17,828 (1,504) 16,324
Mortgage-backed 70 1 71 657 13 670
-----------------------------------------------------------------------------------------------------------------------------
Total held to maturity 18,407 (910) 17,497 18,984 (1,488) 17,496
Federal Home Loan Bank stock 1,023 ---- 1,023 2,563 ---- 2,563
Federal Reserve Bank stock 664 ---- 664 649 ---- 649
-----------------------------------------------------------------------------------------------------------------------------
TOTAL 20,094 (910) 19,184 22,196 (1,488) 20,708
-----------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT SECURITIES PORTFOLIO $132,031 $(3,112) $128,919 $115,297 $(3,711) $111,586
=============================================================================================================================
</TABLE>
Unrealized losses generally result 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,
2000 was $2.2 million as compared to an unrealized loss of $2.2 million as of
December 31, 1999. Although the unrealized loss did not significantly change
from December 31, 1999, the Bank realized losses of $587 in the second quarter
of 2000 to restructure the portfolio during the higher interest rate
environment. Offsetting the realized losses was the impact of the change in the
yield curve and a reduction in interest rates during the period. The Bank's
weighted average maturity of the available for sale portfolio was approximately
4.1 years as of June 30, 2000, and 6.7 years at December 31, 1999. Management
estimates that for each 1% change in interest rates, the value of the Company's
available for sale securities will change by approximately 3.0%.
16
<PAGE>
The unrealized loss on securities held to maturity was $910 as of June 30, 2000,
as compared to an unrealized loss of $1.5 million as of December 31, 1999. The
decrease in the unrealized loss from December 31, 1999 to June 30, 2000 was due,
in part, to the above mentioned change in the yield curve and a reduction in
interest rates in addition to the appreciation in value of the state and
municipal securities. This appreciation in the state and municipal securities is
due to several reasons, the most significant is the impact of the inverted yield
curve (where rates on longer term instruments are less than those of shorter
duration) and a heavy demand for California and its subdivisions issues which
make up the most significant portion of the state and municipal security
portfolio. The Bank's weighted average maturity of the held to maturity
investment portfolio was approximately 11.2 years as of June 30, 2000, while at
December 31, 1999 it was 10.4 years. Management estimates that for each 1%
change in interest rates, the value of the Company's securities held to maturity
will change by approximately 5.5%.
17
<PAGE>
The maturities and yields of the investment portfolio at June 30, 2000 are shown
below:
<TABLE>
<CAPTION>
MATURITY AND YIELDS OF INVESTMENT SECURITIES
---------------------------------------------------------------------------------------------------------------------
At June 30, 2000
(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)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury:
After 1 year within 5 years $ 1,496 $ 1,492 6.25 ----- ----- -----
-------------------------------------
Totals 1,496 1,492 6.25 ----- ----- -----
-------------------------------------
U.S. Government Agencies:
Within 1 year 9,680 9,656 5.97 $ 499 $ 499 6.78
After 1 year within 5 years 21,573 21,145 6.31 ----- ----- -----
After 5 years within 10 years 2,999 2,838 6.13 ----- ----- -----
--------------------------------------------------------------------------------
Totals 34,252 33,639 6.20 499 499 6.78
--------------------------------------------------------------------------------
State and municipal:
Within 1 year ----- ----- ----- 1,456 1,456 7.72
After 1 year within 5 years ----- ----- ----- 2,417 2,412 7.60
After 5 years within 10 years 1,980 1,980 7.23 964 946 7.97
After 10 years 625 579 9.03 13,000 12,113 7.89
--------------------------------------------------------------------------------
Totals 2,605 2,559 7.66 17,838 16,927 7.84
--------------------------------------------------------------------------------
Mortgage backed:
Within 1 year ----- ----- ----- 70 71 7.90
After 1 year within 5 years 4,150 4,046 6.34 ----- ----- -----
After 5 years within 10 years 7,457 7,237 6.28 ----- ----- -----
After 10 years 10,924 10,740 6.84 ----- ----- -----
--------------------------------------------------------------------------------
Totals 22,531 22,023 6.56 70 71 7.90
--------------------------------------------------------------------------------
CMO's:
Within 1 year 4,892 4,865 6.71 ----- ----- -----
After 1 year within 5 years 25,874 25,731 6.70 ----- ----- -----
After 5 years within 10 years 1,134 1,128 6.80 ----- ----- -----
-------------------------------------
Totals 31,900 31,723 6.70 ----- ----- -----
-------------------------------------
Asset backed:
Within 1 year 6,485 6,456 6.82 ----- ----- -----
After 1 year within 5 years 3,622 3,606 6.94 ----- ----- -----
-------------------------------------
Totals 10,107 10,062 6.86 ----- ----- -----
-------------------------------------
Trust-preferred:
Within 1 year 1,988 1,974 7.00 ----- ----- -----
After 10 years 7,057 6,263 7.91 ----- ----- -----
-------------------------------------
Totals 9,046 8,237 7.71 ----- ----- -----
-------------------------------------
Other: -----------------------------------------
Non-maturity equity ----- ----- ----- 1,687 1,687 6.00
--------------------------------------------------------------------------------
Total investment securities 111,937 $109,735 6.63% $20,094 $19,184 7.63%
===================================================================
Net unrealized loss on
securities available for sale (2,202)
-------------
Total investment securities,
net carrying value $109,735
=============
(1) Fully taxable equivalent.
</TABLE>
18
<PAGE>
LOAN AND LEASE PORTFOLIO
------------------------
The following table provides a breakdown of the Company's consolidated loans and
leases by type of borrower:
<TABLE>
<CAPTION>
LOAN AND LEASE PORTFOLIO
(dollars in thousands)
June 30, 2000 December 31, 1999
-----------------------------------------------------------------------------------------------------------------------------
Percentage Percentage
Total of Total Total of Total
Amount Loans Amount Loans
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial and other $122,433 29.3% $123,873 30.6%
SBA 55,422 13.2 49,949 12.4
Leasing 32,286 7.7 20,837 5.2
Factoring/Asset based 10,754 2.6 9,901 2.5
Real estate construction 41,625 9.9 48,410 12.0
Real estate term 142,562 34.1 139,103 34.5
Consumer 14,633 3.5 12,448 3.1
Unearned fee income (1,176) (0.3) (1,203) (0.3)
-----------------------------------------------------------------------------------------------------------------------------
Total loans and leases $418,539 100.0% $403,318 100.0%
=============================================================================================================================
</TABLE>
Consolidated loans and leases increased to $419 million at June 30, 2000, from
$403 million at December 31, 1999 or approximately a 4% growth rate for the six
months. The growth was primarily due to increases in the leasing volumes and an
increase in SBA lending. 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. Competition for
commercial and other loans remains highly competitive within the Bank's
marketing area.
Approximately 49% of the loan and lease portfolio is directly related to real
estate or real estate interests, including real estate construction loans, real
estate term, mortgage warehouse lines (0.4%, included in the Commercial and
other category), real estate equity lines (1.5%, included in the Consumer
category), loans to real estate developers for short-term investment purposes
(2.4%) and loans for real estate investment purposes made to non-developers
(.7%). The latter two types of loans are included in the Commercial and other
CATEGORY. Approximately 29% 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 term loans at June 30,
2000. Approximately 77% of the commercial, SBA 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
----------------------------------------------------------------------------
Predeter-
Balances at One year mined Floating
June 30, One year to five Over five interest interest
2000 or less years years rates rates
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Commercial and other $122,433 $82,446 $31,814 $8,174 $24,127 $98,306
SBA 55,422 2,879 10,243 42,300 2,437 52,984
Real estate construction 41,625 38,448 500 2,677 7,780 33,845
Real estate-other 142,562 11,884 41,672 89,005 48,928 93,634
</TABLE>
19
<PAGE>
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 term, real estate construction, factoring/asset-based lending, consumer,
SBA, etc.) and leases. Loans and leases are graded on a ranking system based on
management's assessment of the loan or lease'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 loan and lease losses was
approximately $6.7 million at June 30, 2000, or 1.60% of total loans and leases
outstanding on such date.
The allowance for 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 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.
20
<PAGE>
The following schedule provides an analysis of the allowance for loan and lease
losses:
<TABLE>
<CAPTION>
ALLOWANCE FOR LOAN AND LEASE LOSSES
(dollars in thousands)
Quarter ended Six months ended Year ended
June 30, June 30, December 31,
--------------------------------------------------------
2000 1999 2000 1999 1999
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, beginning of the period $6,551 $5,659 $6,412 $5,494 $5,494
Charge-offs by loan or lease category:
Commercial ---- 6 ---- 6 108
SBA ---- ---- ---- ---- 18
Real estate-construction ---- ---- 376 ---- ----
Real estate term ---- ---- ---- ---- 4
Consumer 3 10 20 35
-----------------------------------------------------------------------------------------------------------------------------
TOTAL CHARGE-OFFS 3 6 386 26 165
-----------------------------------------------------------------------------------------------------------------------------
Recoveries by loan or lease category:
Commercial 8 38 21 70 150
SBA ---- 1 ---- 2 5
Real estate-construction 5 1 259 2 4
Real estate term ---- ---- ---- 4
Consumer 17 45 22 56 59
-----------------------------------------------------------------------------------------------------------------------------
TOTAL RECOVERIES 30 85 302 130 222
-----------------------------------------------------------------------------------------------------------------------------
NET CHARGE-OFFS (RECOVERIES) (27) (79) 84 (104) (57)
-----------------------------------------------------------------------------------------------------------------------------
PROVISION CHARGED TO EXPENSE 125 26 375 166 861
-----------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF THE PERIOD $6,703 $5,764 $6,703 $5,764 $6,412
=============================================================================================================================
Ratios:
Net (recoveries) charge-offs to average loans and leases, annualized (.03%) (.09%) .04% (.06%) (.02%)
Allowance to total loans and leases at the end of the period 1.60 1.57 1.60 1.57 1.59
Allowance to nonperforming loans and leases at end of the period 701.00 1,402.00 701.00 1,402.00 296.00
=============================================================================================================================
</TABLE>
During the second quarter of 2000, the Bank wrote-off $3 in loans and had
recoveries of $30 for a total net recovery of $27. During the second quarter of
1999, the Bank wrote-off $6 in loans and had recoveries of $85 for a total of
$79 in net recoveries. For the six months ended June 30, 2000, the Company had
total charge-offs of $386 compared to $26 for the six months ended June 30,
1999. The allowance for loan and lease losses was 701% of nonperforming loans
and leases at June 30, 2000 compared to 296% at December 31, 1999. The increase
in the percentage of allowance for loan and lease losses to nonperforming loans
and leases was due to the reduction in nonperforming loans. See "Nonperforming
Loans and Leases."
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. At June 30, 2000, there was approximately $282 in loans and
leases for which the accrual of interest had been suspended and $674 of loans
and leases with principal or interest contractually past due 90 days or more and
still accruing for a total of $956 of nonperforming loans and leases. At
December 31, 1999 there was approximately $2,148 in loans for which the accrual
of interest had been suspended plus $15 with principal or interest contractually
past due 90 days or more and still accruing for a total of $2,163 in
nonperforming loans and leases.
As of June 30, 2000, nonperforming loans and leases consisted of three loans and
one lease. The three loans amount to $294 and two are secured by real estate and
one has an SBA guarantee. The lease in the amount of $663 is for a printing
press and together with a vendor's holdback management believes the collateral
has sufficient value to recover any potential loss. Management does not consider
the loss exposure on these loans and leases to be significant at June 30, 2000.
21
<PAGE>
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 credit 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, 2000, management has not identified any significant loans or leases
not mentioned 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. On July 1, 2000, the $663 lease described above with principal
or interest contractually past due 90 days or more and still accruing was placed
on nonaccrual status and the past due interest was written off. Changes in
world, national or local economic conditions or specific industry segments
(including declining exports), rising interest rates, declines in real estate
values, 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.
The Bank is committed on a letter of credit in the amount of $650, which relates
to the real estate loan, which was written off during the first quarter of 2000.
The letter of credit supports the necessary required infrastructure relating to
the real estate project. It is estimated that 80% of such infrastructure has
been completed. The estimated exposure for this letter of credit has been
specifically identified in the Bank's allowance for loan and lease losses.
OTHER ASSETS
------------
Other assets increased approximately $11 million to $23 million at June 30, 2000
from the December 31, 1999 amount of $12. The increase is primarily due to the
purchase of approximately $8 million in life insurance policies on key
executives and directors of the Company and the investment in a low income
housing tax credit investment fund of $1.0 million.
22
<PAGE>
FUNDING
-------
The following table provides a breakdown of deposits by category as of the dates
indicated:
<TABLE>
<CAPTION>
DEPOSIT CATEGORIES
(dollars in thousands)
June 30, 2000 December 31, 1999
-----------------------------------------------------------------------------------------------------------------------------
Percentage Percentage
Total of Total Total of Total
Amount Deposits Amount Deposits
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Noninterest-bearing demand $117,837 21.7% $ 94,687 20.0%
Interest-bearing demand 77,133 14.2 78,523 16.6
Money market and savings 151,675 27.9 140,871 29.8
Certificates of deposit:
Less than $100 57,267 10.5 54,172 11.4
$100 or more 139,920 25.7 105,480 22.3
-----------------------------------------------------------------------------------------------------------------------------
Total $543,832 100.0% $473,733 100.0%
=============================================================================================================================
</TABLE>
Deposits as of June 30, 2000 were $544 million compared to $474 million at
December 31, 1999. The source of deposit growth was from all areas, except
interest-bearing demand deposits and represented the dynamic economic
environment of Silicon Valley, including a strong real estate market, venture
capital fundings, and the continued strength of the initial public offering
market.
Management believes that non-interest bearing deposits could decrease as a
percent of the total, in part, due to competitive pressures and changes in the
deposit products being utilized by the Bank's customers, which has caused a
shift to higher-yielding interest-bearing products. See "Capital and
Liquidity-Liquidity."
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 in the short
term by a decline in interest rates. Conversely, an increase in interest rates
should have a short-term positive impact on net interest income.
As of July 7, 2000, the Bank entered into a three-year interest swap, as a
partial hedge against its prime rate loan portfolio, where the Bank will receive
9.6% and pay the daily average prime rate. The Bank believes this will be
accounted for as a hedge under FAS No. 133.
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.
23
<PAGE>
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 Bank'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.
The table below summarizes the various capital ratios of the Company and the
Bank at June 30, 2000 and December 31, 1999.
<TABLE>
<CAPTION>
RISK-BASED AND LEVERAGE CAPITAL RATIOS
(DOLLARS IN THOUSANDS)
June 30, 2000 December 31, 1999
----------------------------------------------------------------------
COMPANY-RISK-BASED Amount Ratio Amount Ratio
------------------ ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Tier 1 capital $ 53,856 10.13% $ 50,371 11.08%
Tier 1 capital minimum requirement 21,272 4.00 18,177 4.00
----------------------------------------------------------------------
Excess $ 32,585 6.13% $ 32,194 7.08%
======================================================================
Total capital $ 60,504 11.38% $ 56,060 12.34%
Total capital minimum requirement 42,543 8.00 36,354 8.00
----------------------------------------------------------------------
Excess $ 17,961 3.38% $ 19,706 4.34%
======================================================================
Risk-adjusted assets $531,792 $454,429
=============== ===============
COMPANY-LEVERAGE
----------------
Tier 1 capital $ 53,856 8.59% $ 50,371 8.88%
Minimum leverage ratio requirement 25,088 4.00 22,685 4.00
----------------------------------------------------------------------
Excess $28,769 4.59% $ 27,686 4.88%
======================================================================
Average total assets $627,191 $567,130
=============== ===============
BANK-RISK-BASED
---------------
TIER 1 CAPITAL $ 51,009 9.65% $ 48,050 10.57%
--------------
Tier 1 capital minimum requirement 21,143 4.00 18,180 4.00
----------------------------------------------------------------------
Excess $ 29,866 5.65% $ 29,870 6.57%
======================================================================
TOTAL CAPITAL $ 57,618 10.90% $ 53,740 11.82%
Total capital minimum requirement 42,287 8.00 36,360 8.00
----------------------------------------------------------------------
Excess $ 15,331 2.90% $ 17,380 3.82%
======================================================================
RISK-ADJUSTED ASSETS $528,585 $454,503
=============== ===============
BANK-LEVERAGE
-------------
Tier 1 capital $ 51,009 8.15% $ 48,050 8.47%
Minimum leverage ratio requirement 25,032 4.00 22,679 4.00
----------------------------------------------------------------------
Excess $ 25,977 4.15% $ 25,371 4.47%
======================================================================
AVERAGE TOTAL ASSETS $625,802 $566,978
=============== ===============
</TABLE>
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
24
<PAGE>
primarily through customer referrals and employee business development efforts;
however SJNB 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, 2000, consolidated net liquid assets totaled
$143 million or 22% of consolidated total assets as compared to $93 million or
16% of consolidated total assets at December 31, 1999. In addition to the liquid
asset portfolio, SJNB also has available $22 million in informal lines of credit
with three major commercial banks, a collateralized repurchase agreement with a
maximum limit of $30 million, the guaranteed portion of the SBA loan portfolio
of approximately $32 million, and a credit facility with the Federal Reserve
Bank based on loans secured by real estate for approximately $8.5 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 26% of total deposits on June 30, 2000 and December 31, 1999.
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, 2000, approximately 30% of total consolidated assets had maturities
less than one year and 67% 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 2000.
The Company's liquidity is maintained by cash flows stemming from dividends and
management fees from the Bank and the exercise of stock options issued to the
Bank's employees and directors. The amount of dividends from the Bank is subject
to certain regulatory restrictions. Subject to said restrictions, at December
31, 1999, up to $8.9 million could have been paid to the parent Company by the
Bank without regulatory approval. Dividends of $3.8 million were paid to the
parent company during 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
1999 or the first six months of 2000.
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.
25
<PAGE>
The Company's balance sheet position at June 30, 2000 was asset-sensitive on a
short-term basis, 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, 1999. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Summary of Financial Results - Net Interest Income."
Commencing in the third quarter of 1999, the Federal Open Market Committee
("FOMC") began a process of increasing interest rates to offset the possible
increase in inflation and to slow down consumer spending. Through June 30, 2000,
the FOMC had increased interest rates 175 basis points. During this period the
Bank has experienced an increase in its net interest margin. For the quarters
ended June 30, 1999, September 30, 1999, December 31, 1999, March 31, 2000 and
June 30, 2000 net interest margins on a fully taxable equivalent basis were
5.54%, 5.63%, 5.64%, 5.88%, and 5.87% (after adjusting for the unusual
prepayment fee) respectively. The effect of possible interest rate changes is
not precisely determinable due to the many factors influencing the Bank's net
interest margin, including repricing of deposits, a change in mix of the loan,
lease and deposit portfolios and other borrowings, changes in relative volumes,
the speed in which fixed rate loans and leases are repriced, discretionary
investment activities and other factors. Although, there is a positive change in
the Bank's net interest margin, during this period the Bank also experienced
significant growth in its higher cost funding sources, such as money market
savings and certificates of deposits. The growth in these deposits and a larger
proportional investment of funds in investment securities had the impact of
offsetting a portion of the increase in the net interest margin.
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.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
------
Not applicable.
26
<PAGE>
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 24, 2000, 3,120,010
shares were represented. Each of the persons named in the Proxy Statement as the
six nominees to serve as directors of the Corporation until the 2003 Annual
Meeting of the Shareholders 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
---- ----------- -----------
Bruno, Albert V. 2,760,888 359,122
Gorry, F. Jack 2,702,940 417,070
Kron, William D. 3,072,035 47,975
Mancuso, V. Ronald 3,071,609 48,401
Mount, Richard L 3,043,756 76,254
Oneal, Louis 3,070,819 49,191
In addition, the shareholders ratified the appointment of KPMG LLP as the
Company's independent public accountants for the year ending December 31, 2000,
with 3,077,416 shares being voted for the ratification, 34,054 shares being
voted against and 8,540 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:
(2)a. Agreement and Plan of Merger by and among the Registrant,
Saratoga Bancorp and Saratoga National Bank, dated as of
August 27, 1999, is hereby incorporated by reference to
Exhibit 2.1 of the Registrant's Registration Statement on
Form S-4 as filed on October 14, 1999, under Registration
No. 333-89013.
(3)(i). The Registrant's restated Articles of Incorporation are
hereby incorporated by reference from Exhibit (3) (i) of the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1999.
(3)(ii). The Registrant's Restated Bylaws as of February 23, 2000 are
hereby incorporated by reference to Exhibit 3(ii) of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
27
<PAGE>
*(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. The Saratoga Bancorp 1982 Stock Option Plan is hereby
incorporated by reference to Exhibit (10) i. of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
*(10)j. The Saratoga Bancorp 1994 Stock Option Plan (Amended) is
hereby incorporated by reference to Exhibit (10) i. of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
*(10)k. Forms of Incentive Stock Option Agreement, Non-Statutory
Stock Option Agreement and Non-Statutory Stock Option
Agreement for Outside Directors is hereby incorporated by
reference to Exhibit (10) i. of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1999.
*(10)l. 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.
28
<PAGE>
*(10)m. 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)n. 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)o. 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.
(10)p. Agreement of Purchase and Sale dated July 27, 1988 for 12000
Saratoga-Sunnyvale Road, Saratoga, CA is hereby incorporated
by reference to Exhibit (10) i. of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1999.
*(10)q. Form of Director Supplemental Compensation Agreement dated
September 24, 1998 between Saratoga National Bank and Robert
G. Egan, John F. Lynch III and V. Ronald Mancuso,
respectively is hereby incorporated by reference to Exhibit
(10) i. of the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999.
*(10)r. Form of Director Life Insurance Endorsement Method Split
Dollar Plan Agreement dated September 24, 1998 between
Saratoga National Bank and Robert G. Egan, John F. Lynch III
and V. Ronald Mancuso, respectively is hereby incorporated
by reference to Exhibit (10) i. of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1999.
*(10)s. Form of Director Surrogate Supplemental Compensation
Agreement dated September 24, 1998 between Saratoga National
Bank and Victor E. Aboukhater and William D. Kron,
respectively is hereby incorporated by reference to Exhibit
(10) i. of the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999.
*(10)t. Form of Director Surrogate Life Insurance Endorsement Method
Split Dollar Plan Agreement dated September 24, 1998 between
Saratoga National Bank and Victor E. Aboukhater and William
D. Kron, respectively is hereby incorporated by reference to
Exhibit (10) i. of the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1999.
*(10)u. Form of Officer Supplemental Compensation Agreement dated
September 24, 1998 between Saratoga National Bank and Earl
Lanna, Mary Rourke, Sandra Swenson, Barbara Resop and Cathe
Franklin, respectively is hereby incorporated by reference
to Exhibit (10) i. of the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1999.
29
<PAGE>
*(10)v. Form of Officer Life Insurance Endorsement Method Split
Dollar Plan Agreement dated September 24, 1998 between
Saratoga National Bank and Earl Lanna, Mary Rourke, Sandra
Swenson, Barbara Resop and Cathe Franklin, respectively is
hereby incorporated by reference to Exhibit (10) i. of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
*(10)w. Richard L. Mount Executive Supplemental Compensation
Agreement dated September 24, 1998 is hereby incorporated by
reference to Exhibit (10) i. of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1999.
*(10)x. Richard L. Mount Life Insurance Endorsement Method Split
Dollar Plan Agreement dated September 24, 1998 is hereby
incorporated by reference to Exhibit (10) i. of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
*(10)y. Richard L. Mount Executive Benefits Agreement dated June 18,
1999 is hereby incorporated by reference to Exhibit (10) i.
of the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.
*(10)z. Form of Executive Supplemental Compensation Agreement dated
June 1, 2000 between San Jose National Bank and James R.
Kenny, Eugene E. Blakeslee, Frederic A. Charpiot, Margo
Culcasi and Judith Doering Nielsen.
*(10)aa. Form of Endorsement Method Split Dollar Plan Agreement dated
August 1, 2000 between San Jose National Bank and James R.
Kenny, Eugene E. Blakeslee, Frederic A. Charpiot, Margo
Culcasi and Judith Doering Nielsen.
*(10)ab. Form of Endorsement Method Split Dollar Plan Agreement dated
August 1, 2000 between San Jose National Bank and Ray S.
Akamine, Albert V. Bruno, Rod Diridon, Sr., F. Jack Gorry,
Arthur K. Lund, Richard L. Mount, Louis Oneal, and Douglas
L. Shen, D.D.S.
* Indicates management contract or compensation plan or arrangement.
(b) Reports on Form 8-K
None
30
<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 14, 2000 /s/ James R. Kenny
-----------------------------------
James R. Kenny
President and
Chief Executive Officer
Date: August 14, 2000 /s/ Eugene E. Blakeslee
-----------------------------------
Eugene E. Blakeslee
Executive Vice President and Chief
Financial Officer (Chief Accounting Officer)
31
<PAGE>
SJNB Financial Corp.
Form 10-Q
Exhibits
June 30, 2000
The following exhibits are filed as part of this report:
(2)a. Agreement and Plan of Merger by and among the Registrant, Saratoga
Bancorp and Saratoga National Bank, dated as of August 27, 1999, is
hereby incorporated by reference to Exhibit 2.1 of the Registrant's
Registration Statement on Form S-4 as filed on October 14, 1999,
under Registration No. 333-89013.
(3)(i). The Registrant's restated Articles of Incorporation are hereby
incorporated by reference from Exhibit (3) (i) of the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1999.
(3)(ii). The Registrant's Restated Bylaws as of February 23, 2000 are hereby
incorporated by reference to Exhibit 3 (ii) of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
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.
32
<PAGE>
*(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. The Saratoga Bancorp 1982 Stock Option Plan is hereby incorporated
by reference to Exhibit (10) i. of the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999.
*(10)j. The Saratoga Bancorp 1994 Stock Option Plan (Amended) is hereby
incorporated by reference to Exhibit (10) i. of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
*(10)k. Forms of Incentive Stock Option Agreement, Non-Statutory Stock
Option Agreement and Non-Statutory Stock Option Agreement for
Outside Directors is hereby incorporated by reference to Exhibit
(10) i. of the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.
*(10)l. 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)m. 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)n. 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)o. 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.
(10)p. Agreement of Purchase and Sale dated July 27, 1988 for 12000
Saratoga-Sunnyvale Road, Saratoga, CA is hereby incorporated by
reference to Exhibit (10) i. of the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.
*(10)q. Form of Director Supplemental Compensation Agreement dated
September 24, 1998 between Saratoga National Bank and Robert G.
Egan, John F. Lynch III and V. Ronald Mancuso, respectively is
hereby incorporated by reference to Exhibit (10) i. of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
*(10)r. Form of Director Life Insurance Endorsement Method Split Dollar
Plan Agreement dated September 24, 1998 between Saratoga National
Bank and Robert G. Egan, John F. Lynch III and V. Ronald Mancuso,
respectively is hereby incorporated by reference to Exhibit (10) i.
of the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
33
<PAGE>
*(10)s. Form of Director Surrogate Supplemental Compensation Agreement
dated September 24, 1998 between Saratoga National Bank and Victor
E. Aboukhater and William D. Kron, respectively is hereby
incorporated by reference to Exhibit (10) i. of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
*(10)t. Form of Director Surrogate Life Insurance Endorsement Method Split
Dollar Plan Agreement dated September 24, 1998 between Saratoga
National Bank and Victor E. Aboukhater and William D. Kron,
respectively is hereby incorporated by reference to Exhibit (10) i.
of the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
*(10)u. Form of Officer Supplemental Compensation Agreement dated September
24, 1998 between Saratoga National Bank and Earl Lanna, Mary
Rourke, Sandra Swenson, Barbara Resop and Cathe Franklin,
respectively is hereby incorporated by reference to Exhibit (10) i.
of the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
*(10)v. Form of Officer Life Insurance Endorsement Method Split Dollar Plan
Agreement dated September 24, 1998 between Saratoga National Bank
and Earl Lanna, Mary Rourke, Sandra Swenson, Barbara Resop and
Cathe Franklin, respectively is hereby incorporated by reference to
Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999.
*(10)w. Richard L. Mount Executive Supplemental Compensation Agreement
dated September 24, 1998 is hereby incorporated by reference to
Exhibit (10) i. of the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999.
*(10)x. Richard L. Mount Life Insurance Endorsement Method Split Dollar
Plan Agreement dated September 24, 1998 is hereby incorporated by
reference to Exhibit (10) i. of the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.
*(10)y. Richard L. Mount Executive Benefits Agreement dated June 18, 1999
is hereby incorporated by reference to Exhibit (10) i. of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
*(10)z. Form of Executive Supplemental Compensation Agreement dated June 1,
2000 between San Jose National Bank and James R. Kenny, Eugene E.
Blakeslee, Frederic A. Charpiot, Margo Culcasi and Judith Doering
Nielsen.
*(10)aa. Form of Endorsement Method Split Dollar Plan Agreement dated August
1, 2000 between San Jose National Bank and James R. Kenny, Eugene
E. Blakeslee, Frederic A. Charpiot, Margo Culcasi and Judith
Doering Nielsen.
*(10)ab Form of Endorsement Method Split Dollar Plan Agreement dated August
1, 2000 between San Jose National Bank and Ray S. Akamine, Albert
V. Bruno, Rod Diridon, Sr., F. Jack Gorry, Arthur K. Lund, Richard
L. Mount, Louis Oneal, and Douglas L. Shen, D.D.S.
* Indicates management contract or compensation plan or arrangement.
34
