<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the Fiscal Year Ended December 31, 1999
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 [No Fee Required]
For the transition period from __________ to __________
Commission File No: 0-13287
CIVIC BANCORP
(Exact name of registrant as specified in its charter)
California 68-0022322
(State of Incorporation) (I.R.S. Identification Number)
2101 Webster Street, 14th Floor, Oakland, California 94612
(Address of Principal executive offices and zip code)
Registrant's telephone number, including area code: (510) 836-6500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class: Common Stock, no par value
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of Common Stock (no par value) held by non-
affiliates on December 31, 1999 based on closing price on March 1, 2000:
$34,617,911.00. Number of shares of Common Stock (no par value) outstanding as
of March 1, 2000: 4,682,889.
Documents Incorporated by Reference:
Document Part of Form 10-K
-------- -----------------
Annual Report to shareholders for the fiscal year Parts I and II
ended December 31, 1999
Proxy Statement for Annual Meeting of Shareholders
to be held May 4, 2000 Part III
<PAGE>
PART I - DESCRIPTION OF BUSINESS
ITEM 1 - BUSINESS
General
Civic BanCorp (the "Company") is a California corporation incorporated in 1984
and is registered with the Board of Governors of the Federal Reserve System as a
bank holding company under the Bank Holding Company Act of 1956, as amended.
CivicBank of Commerce (the "Bank") is a wholly-owned subsidiary of the Company,
organized as a California banking corporation in 1984. At present, the Company
does not engage in any material business activities other than the ownership of
the Bank.
CivicBank of Commerce
The Bank is a state chartered bank and is a member of the Federal Reserve
System. Deposits in the Bank are insured to $100,000 by the Federal Deposit
Insurance Corporation ("FDIC"). The Bank is a full service commercial bank
dedicated to providing personalized services to independent businesses and
professional firms with annual sales of $500,000 to $30 million in Alameda, San
Francisco, Santa Clara and Contra Costa counties. The Bank also provides banking
services to individuals who are owners, partners or principals of these
businesses or professional practices, and other corporate executives and
professionals. The Bank offers its clients certain customary banking services,
such as checking, savings and interest-bearing demand, money market and time
deposit accounts; commercial, installment and real estate loans; safe deposit
boxes; automated cash management services; collection services; wire and
telephone transfer services; courier services; lockbox services; and account
reconciliation. The Bank has one operating subsidiary, Pasco Services, Inc.
which acts as trustee to perform loan servicing and reconveyance services under
deeds of trust held by the Bank and other lenders.
The principal office of the Company and Bank is located at 2101 Webster Street,
Oakland, California, 94612. Their telephone number is (510) 836-6500. The Bank
has two banking offices in Walnut Creek and additional offices in Fremont, Palo
Alto and San Leandro. The Bank has a loan production office in San Francisco.
On October 18, 1999, the Company and the Bank entered into an Agreement and Plan
of Merger with East County Bank, of Antioch, California. Under the Agreement,
East County Bank would be merged with and into CivicBank of Commerce. In
addition to its main office, East County Bank has branches in Concord and Walnut
Creek and a loan production office in Sacramento. As of December 31, 1999, East
County Bank had total assets of $80.7 million, loans of $48.3 million, deposits
of $71.6 million and shareholders' equity of $6.2 million. CivicBank of Commerce
will pay approximately $14.6 million in cash to acquire East County Bank. The
acquisition is expected to close in the first quarter of 2000.
Savings and Deposit Activities
The Bank offers customary banking services such as personal and business
checking, savings accounts, time certificates of deposit and IRA accounts. Most
of the Bank's deposits are obtained from commercial businesses, professionals
and individuals with high income or high net worth. At December 31, 1999, the
Bank had a total of 5,967 accounts, consisting of demand deposit accounts with
an average balance of approximately $47,000; savings, NOW and market rate
accounts with an average balance of approximately $46,000; time certificates of
$100,000 or more with an average balance of approximately $347,000; and other
time deposits with an average balance of approximately $31,000. The Bank has not
obtained any deposits through deposit brokers and has no present intention of
using brokered deposits as a source of funding. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Deposits".
2
<PAGE>
Lending Activities
The Bank concentrates its lending activities in commercial loans, real estate
construction loans and other forms of real estate loans made primarily to
businesses and individuals; it has no foreign loans.
The net loan portfolio as of December 31, 1999, totaled $280.7 million, which
represented 83.9% of total deposits and 72.8% of total assets. The following
table shows the mix of the loan portfolio as of December 31, 1999, 1998 and
1997.
<TABLE>
<CAPTION>
December 31,
---------------------------------------------------
(In thousands) 1999 1998 1997
---------------------------------------------------
<S> <C> <C> <C>
Commercial loans $ 173,124 $ 146,216 $ 135,140
Real estate construction loans 10,053 7,648 12,929
Real estate loans - other 85,470 62,328 64,430
Installment and other loans 16,890 17,019 20,478
---------------------------------------------------
Subtotal 285,537 233,211 232,977
Less allowance for loan losses 4,850 4,424 4,351
---------------------------------------------------
LOANS-NET $ 280,687 $ 228,787 $ 228,626
===================================================
</TABLE>
Commercial Loans - As of December 31, 1999, the Bank had outstanding commercial
loans totaling $173.1 million, representing 60.6% of the Bank's total loan
portfolio. The Bank lends primarily to businesses with annual gross revenues of
$500,000 to $30 million and to professionals and other individuals located in
Alameda, San Francisco, Santa Clara and Contra Costa counties. The Bank offers a
variety of commercial lending services, including revolving lines of credit,
working capital loans, equipment financing, letters of credit and inventory
financing. Typically, commercial loans are floating rate obligations and are
priced based on the Bank's reference rate.
The Bank's commercial loans are made on a short term basis with the majority of
such loans maturing within one year. Commercial loans are typically secured by
several types of collateral, including qualifying accounts receivable,
equipment, inventory, and real estate. No single commercial account customer
accounted for more than 3.0% of total outstanding loans at December 31, 1999.
Real Estate Loans - As of December 31, 1999, the Bank had outstanding real
estate construction loans totaling $10.1 million representing 3.5% of the Bank's
loan portfolio. The Bank makes loans to finance the construction of residential,
commercial and industrial properties and to finance land development.
Other real estate loans, consisting of loans for land development and "mini-
perm" loans totaled $85.5 million at December 31, 1999, of which $74.4 million
were mini-perms. Mini-perm loans are available for completed commercial and
retail projects with terms of three to five years and principal and interest
payments based on a 15 to 25 year amortization schedule with a balloon payment
due at the end of the term.
Neither the Bank nor the Company has taken an equity participation in connection
with any real estate acquisition, development and construction loan held by the
Bank.
Installment Loans - Installment loans include loans to individual and business
customers and include home equity loans, automobile loans and other personal
loans.
Banking Services
3
<PAGE>
To retain existing customers and attract new customers, the Bank offers a broad
range of services, including automated teller machines, automated accounting
services, daily courier services and account reconciliation. In addition, the
Bank maintains close relationships with its customers by providing direct access
to senior management, rapid response to customer requests and specialized market
area knowledge of Alameda and Contra Costa counties.
Human Resources
At December 31, 1999, the Bank employed a total of 122 persons, consisting of
111 full time employees and 11 part time employees. There were 118 full time
equivalent employees.
Competition
The Bank actively competes for all types of deposits and loans with other banks
and financial institutions located in its service area, and increased
deregulation of financial institutions has increased competition. Many of the
Bank's competitors have greater financial resources and facilities than the Bank
and may offer certain services, such as trust services, that the Bank does not
presently offer. In addition, California and federal law permit various forms of
nationwide interstate banking with few restrictions. See "Regulation and
Supervision - Interstate Banking". The Company believes that this will further
increase competition as out-of-state financial institutions enter the California
market.
The Bank's strategy for meeting competition has been to maintain a sound capital
base and liquidity position, employ experienced management, and concentrate on
particular segments of the market, particularly businesses with annual revenues
of $500,000 to $30 million and professionals, by offering customers a degree of
personal attention that, in the opinion of management, is not generally
available through the Bank's larger competitors.
See also the discussion below under "Regulation and Supervision - The Company -
Financial Services Modernization Legislation."
Regulation and Supervision
The Company
The Company is a bank holding company within the meaning of the Bank Holding
Company Act of 1956, as amended (the "BHC Act"), and is registered as such with
the Federal Reserve Board ("FRB"). A bank holding company is required to file
with the FRB annual reports and other information regarding its business
operations and those of its subsidiaries. It is also subject to examination by
the FRB and is required to obtain FRB approval before acquiring, directly or
indirectly, ownership or control of any voting shares of any bank, if after such
acquisition it would directly or indirectly own or control more than 5% of the
voting stock of that bank, unless it already owns a majority of the voting stock
of that bank. The BHC Act further provides that the FRB shall not approve any
such acquisition that would result in or further the creation of a monopoly, or
the effect of which may be substantially to lessen competition, unless the
anticompetitive effects of the proposed transaction are clearly outweighed by
the probable effect in meeting the convenience and needs of the community to be
served.
Furthermore, under the BHC Act, a bank holding company is, with limited
exceptions, prohibited from (i) acquiring direct or indirect ownership or
control of more than 5% of the voting shares of any company which is not a bank
or (ii) engaging in any activity other than managing or controlling banks. With
prior notice to the FRB (in the case of a "well-capitalized" and "well-managed"
organizations) or with prior approval of the FRB in the case of other
organizations, however, a bank holding company may own shares of a company
engaged in
4
<PAGE>
activities which the FRB has determined to be so closely related to banking or
managing or controlling banks as to be a proper incident thereto.
The FRB has by regulation determined that certain activities are so closely
related to banking as to be a proper incident thereto within the meaning of the
BHC Act. These activities include, but are not limited to: operating an
industrial loan company, industrial bank, Morris Plan Bank, savings association,
mortgage company, finance company, credit card company or factoring company;
performing certain data processing operations; providing investment and
financial advice; operating a trust company in certain instances, selling
traveler's checks, United States savings bonds and certain money orders;
providing certain courier services; providing management consulting advice to
nonaffiliated depository institutions in some instances; providing securities
brokerage services and certain private placement agent services; providing
career counseling in financial services; community development financing and
investment; acting as insurance agent for certain types of credit-related
insurance; leasing property or acting as agent, broker or advisor for leasing
property on a "full pay-out basis"; acting as a consumer financial counselor,
including tax planning and return preparation; performing futures and options
advisory services, check guarantee services and discount brokerage activities;
operating a collection or credit bureau; or performing real and personal
property appraisals. The Company has no present intention to engage in any of
such permitted activities except as an incident to its normal banking
operations.
The FRB has also determined that certain activities are not so closely related
to banking to be a proper incident thereto within the meaning of the BHC Act.
Such activities include real estate brokerage and syndication; land development;
property management; underwriting of life insurance not related to credit
transactions; and with certain exceptions, securities underwriting and equity
funding. In the future, the FRB may add to or delete from the list of activities
permissible for bank holding companies.
Historically, the BHC Act has prohibited bank holding companies and their bank
subsidiaries from owning banks or branches in more than one state unless the
laws of each state expressly permit or in case of certain emergencies arising
from a bank failure or prospective failure. California and federal law now
permit various forms of nationwide interstate banking with few restrictions. See
"Regulation and Supervision - Legislation and Proposed Regulatory Changes -
Interstate Banking".
Regulations and policies of the FRB require a bank holding company to serve as a
source of financial and managerial strength to its subsidiary banks. It is the
FRB's policy that a bank holding company should stand ready to use available
resources to provide adequate capital funds to a subsidiary bank during periods
of financial stress or adversity and should maintain the financial flexibility
and capital-raising capacity to obtain additional resources for assisting a
subsidiary bank. Under certain conditions, the FRB may conclude that certain
actions of a bank holding company, such as payment of cash dividends, would
constitute an unsafe and unsound practice because they violate the FRB's "source
of strength" doctrine.
A bank holding company and its subsidiaries are prohibited from certain tie-in
arrangements in connection with any extension of credit, sale or lease of
property or furnishing of services. For example, with certain exceptions, a bank
may not condition an extension of credit on a promise by its customer to obtain
other services provided by it, its holding company or other subsidiaries, or on
a promise by its customer not to obtain other services from a competitor. In
addition, federal law imposes certain restrictions on transactions between the
Company and its subsidiaries, including the Bank. As an affiliate of the Bank,
the Company is subject, with certain exceptions, to provisions of federal law
imposing limitations on, and requiring collateral for, extensions of credit by
the Bank to its affiliates.
5
<PAGE>
Directors of the Company, and the companies with which they are associated, have
had and will continue to have banking transactions with the Bank in the ordinary
course of the Bank's business. It is the firm intention of the Company that any
loans and commitments to loan included in such transactions be made in
accordance with applicable law, on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons of similar creditworthiness, and on terms not
involving more than the normal risk of collectibility or presenting other
unfavorable features. At December 31, 1999, loans to directors totaled $808,000
or 1.8% of the Company's shareholders' equity. Company policy precludes loans to
officers and employees of the Company or of the Bank.
On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley
Act of 1999 (the "Modernization Act"). The Modernization Act repeals the two
affiliation provisions of the Glass-Stegall Act: Section 20, which restricted
the affiliation of the Federal Reserve member banks with firms "engaged
principally" in specified securities activities; and Section 32, which restricts
officer, directors or employee interlocks between a member bank and any company
or person "primarily engaged" in specified securities activities. In addition,
the Modernization Act also expressly preempts any state law restricting the
establishment of financial affiliations, primarily related to insurance. The law
establishes a comprehensive framework to permit affiliations among commercial
banks, insurance companies, securities firms, and other financial service
providers by revising and expanding the BHC Act framework to permit a holding
company system to engage in a full range of financial activities through a new
entity known as a Financial Holding Company. "Financial Activities" is broadly
defined to include not only banking, insurance, and securities activities, but
also merchant banking and additional activities that the Federal Reserve, in
consultation with the Treasury, determines to be financial in nature, incidental
to such financial activities, or complementary activities that do not pose a
substantial risk to the safety and soundness of depository institutions or the
financial system generally.
In order for the Company to take advantage of the ability provided by the
Modernization Act to affiliate with other financial service providers, it must
become a "Financial Holding Company." To do so, the Company would file a
declaration with the Federal Reserve, electing to engage in activities
permissible for Financial Holding companies and certifying that it is eligible
to do so because its insured depository institution subsidiary (the Bank) is
well-capitalized and well-managed. In addition, the Federal Reserve must also
determine that an insured depository institution subsidiary has at least a
"satisfactory" rating under the Community Reinvestment Act. The Company will
continue to monitor its strategic business plan to determine whether, based on
market conditions and other factors, the Company wishes to utilize any of its
expanded powers provided by the Modernization Act.
The Modernization Act also includes a new section of the Federal Deposit
Insurance Act governing subsidiaries of state banks that engage in "activities
as principal that would only be permissible" for a national bank to conduct in a
financial subsidiary. It expressly preserves the ability of a state bank to
retain all existing subsidiaries. Because California permits commercial banks
chartered by the state to engage in any activity permissible for national banks,
the Bank will be permitted to form subsidiaries to engage in the activities
authorized by the Modernization Act to the same extent as a national bank. In
order to form a financial subsidiary, the Bank must be well-capitalized, and the
Bank would be subject to the same capital deduction, risk management, and
affiliate transaction rules as applicable to national banks.
Under the Modernization Act, securities firms and insurance companies that elect
to become Financial Holding Companies may acquire banks and other financial
institutions. The Company does not believe that the Modernization Act will have
a material adverse effect on its operations in the near-term. However to the
extent that it permits banks, securities firms, and insurance companies to
affiliate, the financial services industry may
6
<PAGE>
experience further consolidation. The Modernization Act is intended to grant to
community banks certain powers as a matter of right that larger institutions
have accumulated on an ad hoc basis. Nevertheless, this act may have the result
of increasing the amount of competition that the Company and the Bank face from
larger institutions and other types of companies offering financial products,
many of which may have substantially more financial resources that the Company
or the Bank.
The Bank
The Bank is a member of the FDIC which currently insures the deposits of each
member bank to a maximum of $100,000 per depositor. For this protection, the
Bank pays a semi-annual assessment and is subject to the rules and regulations
of the FDIC pertaining to deposit insurance and other matters.
The Bank is subject to regulation, supervision and regular examination by the
California Department of Financial Institutions, formerly known as the State
Banking Department (the "Department"). In addition, because the Bank is a member
of the Federal Reserve System, it is subject to regulation, supervision and
examination by the FRB. The regulations of these agencies govern most aspects of
the Bank's business, including the making of periodic reports by the Bank and
the Bank's activities relating to investments, loans, borrowings, certain check-
clearing activities, branching, mergers and acquisitions, reserves against
deposits and numerous other areas.
Subject to the regulations of the California Superintendent of Financial
Institutions (the "Superintendent"), the Bank may invest in capital stock,
obligations or other securities of other corporations, provided such
corporations are not insurance companies, agents or brokers. In addition, the
Bank may acquire any or all of the securities of a company that engages in
activities that the Bank may engage in directly under California law without the
prior approval of the FRB. California state-chartered banks are also
specifically authorized to provide real estate appraisal services, management
consulting and advisory services and electronic data processing services.
However, FRB and FDIC regulations restrict the ability of the Bank to engage in
real estate development and investment activities and to engage, as principal,
in other activities not permitted to national banks.
The Company's primary potential source of income (other than interest earned on
Company capital) is the receipt of dividends and management fees from the Bank.
The ability of the Bank to pay management fees and dividends to the Company and
its affiliates is subject to restrictions set forth in the California Financial
Code and is subject to approval of the Department.
The board of directors of a state-chartered bank may declare a dividend out of
so much of net profits as such board deems appropriate, subject to California
law which restricts the amount available for cash dividends to the lesser of
retained earnings or the bank's net income for its last three fiscal years (less
any distributions to shareholders made during such period). In the event that a
bank has no retained earnings or net income for the prior three fiscal years,
cash dividends may be paid out of net income for such bank's last preceding
fiscal year or current fiscal year upon the prior approval of the Department.
Although there are no specific regulations restricting dividend payments by bank
holding companies other than state corporation law, supervisory concern focuses
on the holding company's capital position, its ability to meet its financial
obligations as they come due and the capacity to act as a source of financial
strength to its subsidiary banks.
The FRB and the Superintendent have authority to prohibit a bank from engaging
in business practices which are considered to be unsafe or unsound. Depending
upon the financial condition of the Bank and upon other factors, the FRB or
Superintendent could assert that the payments of dividends or other payments by
the Bank to the Company might be such an unsafe or unsound practice. Also, if
the Bank were to experience either
7
<PAGE>
significant loan losses or rapid growth in loans or deposits, or some other
event resulting in a depletion or deterioration of the Bank's capital account
were to occur, the Company might be compelled by federal banking authorities to
invest additional capital in the Bank necessary to return the capital account to
a satisfactory level.
FRB regulations require depository institutions to maintain non-interest earning
reserves against their transaction accounts (primarily NOW and regular checking
accounts). The regulations generally require that reserves of 3.0% must be
maintained against net transaction accounts of $41.6 million or less, plus 10%
against that portion of total transaction accounts in excess of $41.6 million.
Up to $4.9 million of otherwise reservable balances (subject to adjustment by
the FRB) are exempted from the reserve requirements. Because required reserves
must be maintained in the form of either vault cash, a non-interest-bearing
account at a Federal Reserve Bank or a pass-through account as defined by the
FRB, the effect of reserve requirements is to reduce interest-earning assets.
Insurance Premiums and Assessments
The FDIC has authority to impose a special assessment on members of the Bank
Insurance Fund ("BIF") to insure there will be sufficient assessment income for
repayment of BIF obligations and for any other purpose which it deems necessary.
The FDIC is authorized to set semi-annual assessment rates for BIF members at
levels sufficient to increase the BIF's reserve ratio to a designated level of
1.25% of insured deposits. The BIF achieved this level in mid-1995. Congress is
considering various proposals to merge the BIF with the Savings Association
Insurance Fund or otherwise to require banks to contribute to the insurance
funds for savings associations. Adoption of any of these proposals might
increase the cost of deposit insurance for all banks, including the Bank.
Pursuant to FDICIA, the FDIC has developed a risk-based assessment system, under
which the assessment rate for an insured depository institution will vary
according to the level of risk incurred in its activities. An institution's risk
category is based upon whether the institution is well capitalized, adequately
capitalized or less than adequately capitalized. Each insured depository
institution is also to be assigned to one of the following "supervisory
subgroups", subgroup A, B, or C. Subgroup A institutions are financially sound
institutions with few minor weaknesses; Subgroup B institutions are institutions
that demonstrate weaknesses which, if not corrected, could result in a
significant deterioration; and Subgroup C institutions are institutions for
which there is a substantial probability that the FDIC will suffer a loss in
connection with the institution unless effective action is taken to correct the
areas of weakness. The FDIC assigns each BIF member institution an annual FDIC
assessment rate which, as of the date of this document, varies between 0.00% per
annum with a $2,000 minimum (for well capitalized Subgroup A institutions) and
0.27% per annum (for undercapitalized Subgroup C institutions). The assessment
rate may increase in the future. At December 31, 1998, the Bank's annual BIF
FDIC assessment rate was 0.00%. At December 31, 1999 the Bank's annual BIF FICO
rate was 0.01%.
In February 2000, the FDIC announced that it was refining the system by which it
assesses the risks that are presented to the deposit insurance funds by certain
financial institutions. The refinements are intended to identify institutions
with atypical high-risk profiles from among those institutions in the best-rated
premium category, and to determine whether there are unresolved supervisory
concerns regarding the risk management practices of those institutions. High
risk profiles include characteristics such as rapid asset growth, (especially
concentrated in risky, high yielding lending areas), significant concentrations
in high-risk assets, and recent changes in business mix. The FDIC has noted that
although such institutions may be well capitalized and record good earnings when
the economy is strong, they often experience deteriorating financial conditions
when economic conditions are less favorable. As a result, institutions with
practices determined to be risky
8
<PAGE>
traits under the refined risk assessment system will be assessed higher
insurance premiums. The Bank does not expect this change to have an adverse
effect on it.
The FDIC has "prompt corrective action" authority to (1) request the appropriate
regulatory agency to take any enforcement action against an institution, based
upon an examination by the FDIC or the agency, (2) if no action is taken within
60 days and the FDIC determines the institution is in an unsafe and unsound
condition or failure to take the action will result in continuance of unsafe or
unsound practices, order the action against the institution, and (3) exercise
this enforcement authority under "exigent circumstances" merely upon
notification to the institution's appropriate regulatory agency. The FDIC has
the same enforcement powers with respect to any institution and its subsidiaries
as the appropriate agency has with respect to those entities.
Federal banking agencies are required to take corrective action with respect to
depository institutions that do not meet minimum capital requirements and to
take such actions promptly in order to minimize losses to the FDIC.
Federal banking agencies have established capital measures (including both a
leverage measure and a risk-based capital measure) and specified for each
capital measure the levels at which depository institutions will be considered
"well-capitalized", "adequately capitalized", "undercapitalized", "significantly
undercapitalized" or "critically undercapitalized". See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -Liquidity and
Capital Resources". The appropriate federal banking agency, after notice and an
opportunity for a hearing, may treat a well capitalized, adequately capitalized
or undercapitalized depository institution as if it has a lower capital-based
classification if it is in an unsafe or unsound condition or engaging in an
unsafe or unsound practice. Thus, an adequately capitalized institution can be
subjected to the restrictions on undercapitalized institutions (provided that a
capital restoration plan cannot be required of the institution) described below
and an undercapitalized institution can be subject to the restrictions
applicable to significantly undercapitalized institutions described below. As of
December 31, 1999, the Bank met the capital ratio requirements for a "well
capitalized" bank.
The appropriate federal regulatory agency must require an insured depository
institution that (i) is significantly undercapitalized or (ii) is
undercapitalized and either fails to submit an acceptable capital restoration
plan within the time period allowed by regulation or fails in any material
respect to implement a capital restoration plan accepted by the appropriate
federal banking agency to take one or more of the following actions: (i) sell
enough shares, including voting shares to become adequately capitalized; (ii)
merge with (or be sold to) another institution (or holding company), but only if
grounds exist for appointing a conservator or receiver; (iii) restrict certain
transactions with banking affiliates as if the "sister bank" exception to the
requirements of Section 23A of the Federal Reserve Act did not exist; (iv)
otherwise restrict transactions with bank or nonbank affiliates; (v) restrict
interest rates that the institution pays on deposits to "prevailing rates" in
the institution's "region"; (vi) restrict asset growth or reduce total assets;
(vii) alter, reduce or terminate activities; (viii) hold a new election of
directors; (ix) dismiss any director or senior executive officer who held office
for more than 180 days before the institution became undercapitalized; provided
that in requiring dismissal of a director or senior executive officer, the
agency must comply with certain procedural requirements, including the
opportunity for an appeal in which the director or officer will have the burden
of proving his or her value to the institution; (x) employ "qualified" senior
executive officers; (xi) cease accepting deposits from correspondent depository
institutions; (xii) divest certain nondepository affiliates which pose a danger
to the institution; (xiii) be divested by a parent holding company; and (xiv)
take any other action which the agency determines would better carry out the
purposes of the prompt corrective action provisions.
9
<PAGE>
In addition to the foregoing sanctions, without the prior approval of the
appropriate federal banking agency, a significantly undercapitalized institution
may not pay any bonus to any senior executive officer or increase the rate of
compensation for such an officer without regulatory approval. Furthermore, in
the case of an undercapitalized institution that has failed to submit or
implement an acceptable capital restoration plan, the appropriate federal
banking agency cannot approve any such bonuses.
Not later than 90 days after an institution becomes critically undercapitalized,
the appropriate federal banking agency for the institution must appoint a
receiver or, with the concurrence of the FDIC, a conservator, unless the agency,
with the concurrence of the FDIC, determines that the purposes of the prompt
corrective action provisions would be better served by another course of action.
Any alternative determination must be "documented" and reassessed on a periodic
basis. Notwithstanding the foregoing, a receiver must be appointed after 270
days unless the FDIC determines that the institution has positive net worth, is
in compliance with a capital plan, is profitable or has a sustainable upward
trend in earnings and is reducing its ratio of non-performing loans to total
loans and the head of the appropriate federal banking agency and the chairperson
of the FDIC certify that the institution is viable and not expected to fail.
The FDIC is required, by regulation or order, to "restrict the activities" of
such critically undercapitalized institutions. The restrictions must include
prohibition on the institution's doing any of the following without prior FDIC
approval: entering into material transactions not in the usual course of
business; extending credit for highly leveraged transactions; engaging in any
"covered transactions" (as defined in Section 23A of the Federal Reserve Act)
with an affiliate, paying "excessive compensation or bonuses"; and paying
interest on "new or renewed liabilities" that would increase the institution's
average cost of funds to a level significantly exceeding prevailing rates in the
market.
A bank cannot accept brokered deposits (which term is defined to include payment
of an interest rate more than 75 basis points above prevailing rates) unless (i)
it is well capitalized or (ii) it is adequately capitalized and receives a
waiver from the FDIC. A bank is defined to be well capitalized for purposes of
this restriction if it maintains a Tier 1 leverage ratio of at least 5.0%, a
Tier 1 risk-based capital ratio of 6.0% and a total risk-based capital ratio of
at least 10.0% and is not otherwise in a "troubled condition" as specified by
its appropriate federal regulatory agency. A bank is defined to be adequately
capitalized if it meets all of its minimum capital requirements. A bank that
cannot receive brokered deposits also cannot offer "pass-through" insurance on
certain employee benefit accounts. In addition, a bank that is "adequately
capitalized" may not pay an interest rate on any deposits in excess of 75 basis
points over certain prevailing market rates. There are no such restrictions on a
bank that is "well capitalized."
A Federal Reserve Bank may not make advances to an undercapitalized institution
(including institutions with the lowest regulatory rating) for more than 60 days
in any 120-day period without a viability certification by a federal banking
agency or by the Chairman of the FRB (after an examination by the FRB). If an
institution is deemed critically undercapitalized, an extension of Federal
Reserve Bank credit cannot continue for five days without demand for payment
unless the FRB is willing to accept responsibility for any resulting loss to the
FDIC. As a practical matter, this provision is likely to mean that Federal
Reserve Bank credit will not be extended beyond the limitations in this
provision.
Capital Adequacy Guidelines
The FRB has adopted risk-based capital requirements for member banks and bank
holding companies. See "Management's Discussion and Analysis - Liquidity and
Capital Resources".
Interstate Banking
10
<PAGE>
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
Interstate Banking and Branching. The Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 (the "Riegle-Neal Act") authorized interstate
banking and interstate branching, subject to certain state options.
Interstate acquisition of banks became permitted in all states in 1995; state
law cannot vary this rule. However, states may continue to prohibit acquisition
of banks that have been in existence less than five years and interstate
chartering of new banks.
Interstate mergers of affiliated or unaffiliated banks became permitted June 1,
1997, unless a state adopted legislation before June 1, 1997 to "opt out" of
interstate merger authority, provided any limitations do not discriminate
against out-of-state banks. Individual states may enact legislation to permit
interstate mergers earlier than that date.
Interstate acquisition of branches is permitted to a bank only if the law of the
state where the branch is located expressly permits interstate acquisition of a
branch without acquiring the entire bank.
Interstate de novo branching is permitted to a bank only if a state adopts
legislation to "opt in" to interstate de novo branching authority.
Limitations on Concentrations. An interstate banking application may not be
approved if the applicant and its depository institution affiliates would
control more than 10% of insured deposits nationwide or more than 30% of insured
deposits in the state in which the bank to be acquired is located. These limits
do not apply to mergers solely between affiliates. States may waive the 30% cap
on a nondiscriminatory basis. Nondiscriminatory state caps on deposit market
share of a depository institution and its affiliates are not affected.
Agency Authority. A bank subsidiary of a bank holding company is authorized to
receive deposits, renew time deposits, close loans, service loans and receive
payments on loans as an agent for a depository institution affiliate without
being deemed a branch of the affiliate. A bank is not be permitted to engage, as
an agent for an affiliate, in any activity as agent that it could not conduct as
a principal, or to have an affiliate, as its agent, conduct any activity that it
could not conduct directly, under federal or state law.
Host State and Home State Regulation. The Riegle-Neal Amendments Act of 1997
amended Federal law to provide that branches of state banks that operate in
other states will be governed in most cases by the laws of the home state,
rather than the laws of the host state. Exceptions are that a host state may
apply its own laws of community reinvestment, consumer protection, fair lending
and interstate branching. Host states cannot supplement or restrict powers
granted by a bank's home state. The amendment will assure state chartered banks
with interstate branches uniform treatment in most areas of their operation.
Community Reinvestment Act. Community Reinvestment Act ("CRA") evaluations are
required for each state in which an interstate bank has a branch. Interstate
banks are prohibited from using out-of-state branches "primarily for the purpose
of deposit production". Federal banking agencies adopted regulations in 1997,
to ensure that interstate branches are being operated with a view to the needs
of the host communities.
Foreign Banks. Foreign banks are able to branch to the same extent as U.S.
domestic banks. Interstate branches acquired by foreign banks are subject to the
CRA to the extent the acquired branch was subject to CRA before the acquisition.
11
<PAGE>
California Law. In September 1995, California enacted state legislation in
accordance with the authority under the Riegle-Neal Act. State law permits banks
headquartered outside California to acquire or merge with California banks that
have been in existence for at least five years, and thereby establish one or
more California branch offices. An out-of-state bank may not enter California by
acquiring one or more branches of a California bank or other operations
constituting less than the whole bank. The law authorizes waiver of the 30%
limit on state-wide market share for deposits as permitted by the Riegle-Neal
Act. This law also authorizes California state-licensed banks to conduct certain
banking activities (including receipt of deposits and loan payments and
conducting loan closings) on an agency basis on behalf of out-of-state banks and
to have out-of-state banks conduct similar agency activities on their behalf.
Self-Test Privilege Under ECOA
In January 1998, the FRB revised its regulations under the Equal Credit
Opportunity Act ("ECOA") to create legal privilege for information developed by
creditors as a result of "self-tests" they voluntarily conduct to determine the
level of their compliance with ECOA. The privilege protects against use of such
information by a government agency for examination purposes or by private
litigants in any proceeding alleging a violation of ECOA. The privilege applies
only if the institution takes appropriate corrective action to address possible
violations that are discovered in the test.
Exposure to and Management of Risk
Federal banking agencies have announced proposals to examine bank holding
companies and national banks with respect to their exposure to and management of
different categories of risk. Categories of risk identified by the FRB include
legal risk, operational risk, market risk, credit risk, liquidity risk and
reputation risk. If adopted, this approach would cause bank regulators to focus
on risk management procedures, rather than simply examining every asset and
transaction. This approach, if adopted, would supplement rather than replace
existing rating systems based on evaluation of an institution's capital, assets,
management, earnings and liquidity.
Proposed Legislation
From time to time, legislation is enacted which has the effect of increasing the
cost of doing business, limiting or expanding permissible activities or
affecting the competitive balance between banks and other financial
institutions. Proposals to change the laws and regulations governing the
operations and taxation of banks, bank holding companies and other financial
institutions are frequently made in Congress, in the California legislature and
before various bank regulatory agencies. Typically, the intent of such
legislation is to strengthen the banking industry, even if it may on occasion
prove to be a burden on management's plans. No prediction can be made as to the
likelihood of any major changes or the impact such changes might have on the
Bank.
In May 1997 the Department of Treasury recommended in a report to Congress that
the separate charters for thrifts and banks be abolished. Various proposals to
eliminate the federal thrift charter, create a uniform financial institutions
charter, conform holding company regulation, and abolish the Office of Thrift
Supervision ("OTS") have been introduced from time to time in Congress.
There can be no assurance as to whether the legislation described above or any
other such legislation will be enacted, what the provisions of any such
legislation may be, or the extent to which the legislation would restrict,
disrupt or otherwise have a material effect on the Bank's operations.
Impact of Economic Conditions and Monetary Policies
12
<PAGE>
The earnings and growth of the Company are and will be affected by general
economic conditions, both domestic and international, and by the monetary and
fiscal policies of the United States Government and its agencies, particularly
the FRB. One function of the FRB is to regulate the national supply of bank
credit in order to mitigate recessionary and inflationary pressures. Among the
instruments of monetary policy used to implement those objectives are open
market transactions in United States Government securities, changes in the
discount rate on borrowings and changes in reserve requirements held by
depository institutions. The monetary policies of the FRB have had a significant
effect on the operating results of commercial banks in the past and are expected
to continue to do so in the future. However, the effect, if any, of such
policies on the future business and earnings of the Company cannot be accurately
predicted.
New Accounting Pronouncements
In June 1999, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 137, "Accounting for Derivative
Financial Instruments and Hedging Activities - Deferral of Effective Date of
FASB Statement No. 133." Statement No. 137 defers the effective date of
Statement No. 133 "Accounting for Derivative Financial Instruments and Hedging
Activities" for one year. Statement No. 133 is now effective for fiscal quarters
beginning after June 15, 2000. This statement requires an entity to recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. For instruments existing
as of the date of adoption, Statement No. 133 provides an entity with the option
of not applying this provision to hybrid instruments entered into before January
1, 1998 and not modified substantially thereafter. Consistent with the deferral
of the effective date for one year, Statement No. 137 provides an entity the
option of not applying this provision to hybrid instruments entered into before
January 1, 1998 or 1999 and not modified substantially thereafter. The Company
has not completed its evaluation of the impact on the Company's consolidated
financial statements, however does not believe the impact will be significant on
the consolidated financial statements.
Year 2000
The Company experienced no interruptions in operations as a result of the
century date change. The Year 2000 problem is the result of computer programs
being written using two digits rather than four to define the applicable year.
Time sensitive programs could interpret a date using "00" as 1900 rather than
the Year 2000 resulting in major miscalculations or system failure.
The Company formed a committee of representatives of all operational areas
within the Bank who met monthly and reported quarterly to the Audit Committee of
the Board of Directors. The Committee developed an action plan which included
preparing an inventory of all hardware and software applications, developing an
overall plan to address the issue, implementing the changes in hardware and
software necessary, and testing and installation of Year 2000 compliant hardware
and applications.
Additionally, the Company identified customers having a material loan or deposit
relationship with the Bank to inform them of the Year 2000 issues and insure
they were taking appropriate steps to meet Year 2000 processing requirements.
The Bank is unaware of any interruptions in operations of such customers Year
2000 compliance.
The primary cost associated with the Company's efforts to review, test and
validate its computer applications for Year 2000 compliance was the reallocation
of internal resources. The Company expensed approximately $200,000 through
December 31, 1999 relating to its Year 2000 compliance efforts.
ITEM 2 - PROPERTIES
13
<PAGE>
The Bank's corporate headquarters and headquarters banking office are located in
a multi-story office building at 2101 Webster Street, Oakland, California. The
Bank occupies approximately 12,500 rentable square feet of space on the 14th
floor under a lease with a term of ten years, commencing December 9, 1996 and
ending on December 9, 2006. The headquarters banking office is located on the
ground floor of that building. The lease with respect to this space also
provides for a term of ten years ending December 9, 2006. The Bank occupies its
other offices under leases expiring at various dates through 2006. Rental
expense for all leases of premises was approximately $1.1 million for the year
ended December 31, 1999. Rental expense for leases of premises for 2000 is
estimated to be approximately $1.2 million.
ITEM 3 - LEGAL PROCEEDINGS
From time to time the Company is party to claims and legal proceedings arising
in the ordinary course of business. After taking into consideration information
furnished by counsel to the Company as to the current status of various claims
and proceedings to which the Company is a party, management is of the opinion
that the ultimate aggregate liability represented thereby, if any, will not have
a material adverse effect on the consolidated financial condition or results of
operations of the Company.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 1999, no matters were submitted to a vote of
security holders of the Company through solicitation of proxies or otherwise.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Company's Common Stock is listed on the Nasdaq National Market quotation
service under the symbol "CIVC". The following table sets forth the high and low
bid quotations for the Company's Common Stock based on information obtained from
Nasdaq. Such over-the-counter quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission, and may not necessarily represent
actual transactions.
<TABLE>
<CAPTION>
Sales Price
-------------------------
High Low
-------------------------
<S> <C> <C>
1998
First Quarter $19.50 $16.88
Second Quarter 19.00 17.88
Third Quarter 18.00 12.25
Fourth Quarter 15.88 12.25
1999
First Quarter $14.25 $12.00
Second Quarter 14.75 11.43
Third Quarter 15.00 13.25
Fourth Quarter 17.63 13.00
</TABLE>
As of March 2, 2000, the shares of the Company were held by approximately 1,100
shareholders.
14
<PAGE>
On April 21, 1999 the Company declared a 5% stock dividend to shareholders of
record on April 30, 1999, payable on May 14, 1999. On October 15, 1997, the
Company declared a 5% stock dividend to shareholders of record on October
29,1997, payable on November 12, 1997. Fractional shares were paid in cash.
Sales prices above have been adjusted to reflect this stock dividend. There were
no stock dividends declared in 1998.
As a bank holding company without significant assets other than its equity
interest in the Bank, the Company's ability to pay cash dividends to its
shareholders primarily depends upon dividends and management fees it receives
from the Bank. Such dividends are subject to certain limitations. See
"Regulation and Supervision-The Bank".
Shareholders' Rights Plan
On October 16, 1996, the Board of Directors of the Company declared a dividend
of one preferred share purchase right (a "Right") for each outstanding share of
common stock. Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock, no par value (the "Preferred Shares"), of the Company at a price of
$35.00 per one -hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment.
Initially, the Rights will be attached to all certificates representing common
shares then outstanding or later issued. The Rights will separate from the
common shares and a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons have acquired beneficial ownership of 10% or more of the
outstanding common shares (other than a person or such a group that beneficially
owned 10% or more of the outstanding common shares at the time the plan was
adopted or who obtains the prior written approval of the Board of Directors) (an
"Acquiring Person"), or (ii) 10 business days (or later as determined by the
Board of Directors) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 10% or more of
such outstanding common shares (unless the Company's Board of Directors has
approved the offer).
Until the Distribution Date, the Rights will be transferred with and only with
the common shares. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the common shares. The Rights are not
exercisable until the Distribution Date. The Rights will expire on October 31,
2006 (the "Final Expiration Date"), unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below. The Purchase Price
payable, and the number of Preferred Shares or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time to
time under certain circumstances to prevent dilution. Because of the nature of
the Preferred Shares' dividend, liquidation and voting rights, the value of the
one one-hundredth interest in a Preferred Share purchasable upon exercise of
each Right should approximate the value of one common share.
Following a Distribution Date, each holder of a Right, other than Rights
beneficially owned by an Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of common shares
(or, in the event that there are insufficient authorized common shares,
substitute consideration such as cash, property, or other securities of the
Company, such as Preferred Stock) having a market value of two times the
exercise price of the Right. In the event that the Company is acquired in a
merger or other business combination transaction or 50% or more of its
consolidated assets or earning power are sold, each holder of a Right will have
the right to receive, upon the exercise thereof at the then current exercise
price of the Right, that number of shares of common stock of the acquiring
company which at the time of such transaction will have a market value of two
times the exercise price of the Right.
15
<PAGE>
At any time the acquisition by a person or group of affiliated or associated
persons of beneficial ownership 10% or more of the outstanding common shares and
prior to the acquisition by such person or group of 50% or more of the
outstanding common shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which have become
void), in whole or in part, at an exchange ratio of one common share, or one
one-hundredth of a Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).
At any time before a person becomes an Acquiring Person, the Board of Directors
of the Company may redeem the Rights in whole, but not in part, at a price of
$0.001 per Right (the "Redemption Price"). After the redemption period has
expired, the Company's rights of redemption may be reinstated if, prior to
completion of certain recapitalizations, mergers or other business combinations,
an Acquiring Person reduces its beneficial ownership to less than 10% of the
outstanding common shares in a transaction or series of transactions not
involving the Company. The terms of Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
except that from and after such time as any person becomes an Acquiring Person
no such amendment may adversely affect the interests of the holders of the
Rights.
ITEM 6 - SELECTED FINANCIAL DATA
The following table sets forth certain selected consolidated financial data of
the Company for each year of the five-year period ended December 31, 1999 and
should be read in conjunction with Management's Discussion and Analysis of
Financial Condition and Results of Operations, and with the consolidated
financial statements presented herein.
16
<PAGE>
<TABLE>
<CAPTION>
CIVICBANCORP
SELECTED FINANCIAL DATA
As of and for the year ended December 31, 1999 1998 1997 1996 1995
----------------------------------------------------------------
(Dollars in thousands except per share data)
<S> <C> <C> <C> <C> <C>
Results of Operations:
Interest income $ 30,132 $ 28,809 $ 26,032 $ 21,535 $ 20,868
Interest expense 8,217 8,770 7,346 5,398 5,036
Net interest income 21,915 20,039 18,686 16,137 15,832
Provision for loan losses 315 150 100 600 2,565
Other income 1,527 1,782 994 778 1,096
Other expense 13,661 12,511 11,920 10,905 11,218
Income before income taxes 9,466 9,160 7,660 5,410 3,145
Provision for income taxes 3,616 3,650 2,935 1,260 135
Net income 5,850 5,510 4,725 4,150 3,010
- -----------------------------------------------------------------------------------------------------------------------
Per-Share Data:
Basic net income $ 1.24 $ 1.15 $ 0.97 $ 0.84 $ 0.61
Diluted net income 1.21 1.10 0.93 0.82 0.61
Book value per share 9.88 8.96 7.98 6.99 5.93
Weighted average shares outstanding 4,713,181 4,792,098 4,847,959 4,964,299 4,908,297
Dilutive effects of stock options 138,722 235,481 232,013 106,721 57,108
Total diluted weighted average shares outstanding 4,851,903 5,027,579 5,079,972 5,071,020 4,965,405
- -----------------------------------------------------------------------------------------------------------------------
Balance Sheet at December 31:
Assets $ 385,371 $ 389,580 $ 325,420 $ 302,178 $ 250,839
Loans 285,537 233,211 232,977 183,393 154,696
Deposits 334,714 342,949 283,150 266,447 220,098
Shareholders' equity 46,204 41,814 38,687 34,147 29,360
- -----------------------------------------------------------------------------------------------------------------------
Financial Ratios:
Return on average assets 1.51% 1.54% 1.56% 1.62% 1.23%
Return on average shareholders' equity 13.19% 13.64% 13.20% 13.22% 10.92%
Average shareholders' equity to average assets 11.42% 11.26% 11.79% 12.23% 11.22%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This report contains certain forward-looking statements that are subject to
risks and uncertainties and include information about possible or assumed future
results of operations. Many possible events or factors could affect the future
results and performance of the Company. This could cause results or performance
to differ materially from those expressed in our forward-looking statements.
Words such as "expects", "anticipates", "estimates", variations of such words
and other similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions which are difficult to
predict. Therefore, actual outcomes and results may differ materially from what
is expressed or forecasted in, or implied by, such forward looking statements.
17
<PAGE>
Readers of the Company's Form 10-K should not rely solely on the forward-looking
statements and should consider all uncertainties and risks discussed throughout
this report. These statements are representative only on the date hereof, and
the Company undertakes no obligation to update any forward looking statements
made. The possible events or factors include the following: the Company's loan
growth is dependent on economic conditions, as well as various discretionary
factors, such as decisions to sell or purchase certain loans. The rate of
charge-offs and provision expense can be affected by local, regional and
international economic and market conditions, concentrations of borrowers,
industries, products, and geographic locations, the mix of the loan portfolio
and management's judgements regarding the collectibility of loans. Liquidity
requirements may change as a result of fluctuations in assets and liabilities
and off-balance sheet exposures, which will impact the capital needs of the
Company and the mix of funding sources. Decisions to purchase, hold or sell
securities are also dependent on liquidity requirements and market volatility,
as well as on- and off-balance sheet positions. Factors that may impact interest
rate risk include local, regional and international economic conditions, levels,
mix, maturities, and yields or rates of assets and liabilities.
The Company is also exposed to the potential of losses arising from adverse
changes in market rates and prices which can adversely impact the value of
financial products, including securities, loans and deposits. In addition, the
banking industry in general is subject to various monetary and fiscal policies
and regulations, which include those determined by the Federal Reserve Board,
the Federal Deposit Insurance Corporation and the California Department of
Financial Institutions, whose policies and regulations could affect the
Company's results.
Other factors which could cause actual results to differ from the forward-
looking statements include the following: competition with other local and
regional banks, savings and loan associations, credit unions and other nonbank
financial institutions, such as investment banking firms, investment advisory
firms, brokerage firms, mutual funds and insurance companies, as well as other
entities which offer financial services; interest rate, market and monetary
fluctuations, inflation, market volatility, general economic conditions and
economic conditions in the geographic region and industries in which the Company
operates, introduction of new banking-related products, services and
enhancements, fee pricing strategies, mergers and acquisitions, and management's
ability to manage these and other risks.
Overview
The Company reported net income of $5.85 million or $1.21 per diluted share for
the year ended December 31, 1999, compared to net income of $5.51 million or
$1.10 per diluted share for the year ended December 31, 1998. The increase in
net income resulted primarily from an increase in net interest income.
The Company reported net income of $4.73 million or $.93 per diluted share for
the year ended December 31, 1997. The increase in net income in 1998 resulted
primarily from increases in net interest income and non-interest income.
Results of Operations
Net Interest Income. Net interest income is the Company's primary source of
income and represents the excess of interest income and loan fees earned by the
Company on its earning assets over the interest expense paid on its interest-
bearing liabilities and other borrowed money. Net interest income as a
percentage of average earning assets is referred to as net interest margin.
Net interest income for 1999 totaled $21.9 million compared to $20.0 million for
1998, an increase of $1.9 million or 9.4%. The increase can be attributed to an
increase in the volume of earning assets combined with
18
<PAGE>
an improvement in the mix of those earning assets the benefits of which were
partially offset by a reduced weighted average yield on those earning assets.
Average earning assets increased $30.6 million or 9.1% to $367.0 million in 1999
compared to $336.4 million in 1998. Further, the mix of earning assets improved
by virtue of the shift in balances from Fed fund investments to higher yielding
loans. Average Federal funds sold declined $26.7 million to represent 7.6% of
total average earning assets in 1999 relative to 16.2% for the prior year.
Conversely, average loans increased $38.8 million to represent 71% of average
earning assets in 1999 from 66% for the prior year. Average loans earn the
highest rates of earning assets while Federal funds investments earn the lowest
rates. However, the average yield earned on those earning assets declined 34
basis points, and moreover, the weighted average yield on loans declined 74
basis points in 1999 relative to 1998. Management attributed the decline to a
lower interest rate environment and the Company's efforts to transact loans with
lower risk. Terms which would reduce the level of risk on a loan include
stronger sources of repayment, higher levels of collateralization and other
terms which are considered more favorable to the Bank. Higher quality loans
generally have a lower risk premium over the Bank's reference rate.
Additionally, there is increased competition for such higher quality loans from
other financial institutions. However, no assurances can be given that the
effort to make loans with lower risk will result in fewer delinquencies and
lower losses in the future. The majority of the Bank's loans have floating
interest rates tied to the Bank's reference rate. The average reference rate
declined to 8.00% in 1999 as compared to 8.36% in 1998.
Total interest expense decreased $.6 million to $8.2 million in 1999 from $8.8
million in 1998 due to a decline in the average rate paid on interest bearing
liabilities which was partially offset by an increase in the volume of interest
bearing liabilities. The average rate paid on interest bearing deposits declined
50 basis points to 3.36% from 3.86% due to a lower interest rate environment.
Average interest bearing liabilities increased by $17.6 million, or 7.7%.
Net interest income for 1998 totaled $20.0 million compared to $18.7 million for
1997. Total interest income increased $2.8 million and can be attributed to an
increase in the volume of earning assets. Average earning assets increased $52.3
million to $336.4 million in 1998 compared to $284.1 million in 1997. Total
interest expense increased $1.5 million to $8.8 million in 1998 from $7.3
million in 1997 due to an increase in the volume of interest bearing
liabilities. Average interest bearing liabilities increased $37.0 million to
$227.3 million in 1998 from $190.3 million in 1997.
The net interest margin increased 2 basis points to 6.09% for 1999 from 6.07%
for 1998. The decline in the weighted average yield on earning assets of 34
basis points was offset by a decline of 50 basis points on the average rate paid
on interest bearing liabilities.
The net interest margin decreased 62 basis points to 6.07% for 1998 from 6.69%
for 1997 due to a declining interest rate environment and unfavorable changes in
the mix of earning assets. The average yields for 1998 for the loan portfolio,
Federal funds sold and security portfolio decreased 11, 24 and 26 basis points,
respectively, due to a falling interest rate environment. Additionally, the
volume of Federal funds sold increased $46.6 million to represent 16.2% of
earning assets in 1998 as compared to 2.8% in 1997. Federal funds sold have the
lowest yield in the portfolio of earning assets. This shift in the mix of
earning assets to Federal funds sold reduced the weighted average yield on the
earning asset portfolio. The average rate paid on interest-bearing liabilities
for 1998 remained consistent with the average rate paid in 1997 as declines in
the interest rates paid were offset by shifts in the mix of interest-bearing
liabilities to higher rate deposit types.
19
<PAGE>
The following table presents an analysis of the components of net interest
income for 1999, 1998 and 1997.
<TABLE>
<CAPTION>
1999 1998 1997
-------------------------------------------------------------------------------------------------------
(Dollars in thousands) Interest Rates Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/ Average Income/ Earned/
Balance Expense /2/ Paid Balance Expense /2/ Paid Balance Expense /2/ Paid
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Securities available for sale $ 36,272 $2,235 6.16% $ 31,278 $ 1,976 6.32% $ 30,952 $ 1,973 6.37%
Securities held to maturity:
U.S. Treasury securities - - - 5,204 310 5.96% 6,575 393 5.97%
U.S. Government agency/CMO's 22,142 1,192 5.38% 7,204 465 6.45% 15,298 1,143 7.47%
Municipal securities /(1)/ 17,923 1,277 7.13% 14,306 1,049 7.34% 12,073 901 7.46%
Other securities 2,320 129 5.56% 2,150 127 5.89% 1,891 113 6.00%
Federal funds sold 27,763 1,312 4.73% 54,481 2,837 5.21% 7,921 434 5.47%
Loans: /2,3/
Commercial 163,222 15,472 9.48% 132,964 13,532 10.18% 113,243 11,810 10.43%
Real estate-construction 9,429 899 9.53% 10,055 1,016 10.10% 11,166 1,140 10.21%
Real estate-other 72,436 6,657 9.19% 61,473 6,185 10.06% 64,762 6,420 9.91%
Installment and other 15,480 1,393 9.00% 17,266 1,679 9.72% 20,228 2,020 9.99%
----------------- ------ -------------------- ------------------------------ --------
Total Loans 260,567 24,421 9.37% 221,758 22,412 10.11% 209,399 21,390 10.22%
----------------- ------ -------------------- ------------------------------ --------
Total Earning Assets 366,987 30,566 8.33% 336,381 29,176 8.67% 284,109 26,347 9.27%
Cash and due from banks 18,530 19,549 17,532
Leasehold improvements and 1,596 1,368 1,417
equipment
Interest receivable and other 5,862 5,152 4,809
assets
Foreclosed assets - 449 528
Assets held for sale - - 43
Less allowance for loan loss (4,606) (4,304) (4,817)
--------- ---------- --------
TOTAL ASSETS $ 388,369 $358,595 $303,621
========= ========== ========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Deposits:
Interest bearing:
Checking $ 33,154 173 0.52% 27,593 263 0.95% 12,275 232 1.89%
Money market 101,667 3,339 3.28% 89,427 3,025 3.38% 95,776 2,880 3.01%
Time and savings 109,683 4,682 4.27% 110,295 5,482 4.97% 81,537 4,195 5.14%
Other borrowed funds 405 23 5.76% - - - 671 39 5.85%
------------------ ------ --------------------- ------------------------------ ------
Total interest bearing 244,909 8,217 3.36% 227,315 8,770 3.86% 190,259 7,346 3.86%
liabilities
Demand deposits 94,044 86,077 74,570
Other liabilities 5,072 4,810 2,988
Shareholders' equity 44,344 40,393 35,804
--------- ---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 388,369 $358,595 $303,621
========= ========== ==========
Net Interest Income $ 22,349 $20,406 $19,001
======== ======== =======
Net Interest Margin 6.09% 6.07% 6.69%
====== ===== ======
Tax Equivalent Adjustment /(1)/ $ 434 $ 367 $ 315
======== ======== =======
</TABLE>
- --------------------------------------------------------------------------------
(1) Tax-exempt interest income on municipal securities is computed using a
Federal income tax rate of 34%. Interest on municipal securities was $843,000,
$682,000, and $586,000 for 1999, 1998 and 1997, respectively. (2) Non-performing
loans have been included in the average loan balances. Interest income is
included on non-accrual loans only to the extent cash payments have been
received. (3) Interest income includes amortized loan fees on commercial loans
of $493,000, $514,000, and $442,000 for 1999, 1998 and 1997, respectively; fees
on real estate loans of $343,000, $348,000, and $411,000 for 1999, 1998 and
1997, respectively; and fees on installment and other loans of $16,000, $18,000,
and $15,000 for 1999, 1998 and 1997, respectively.
20
<PAGE>
The following table sets forth changes in interest income and interest expense
for each major category of interest-earning assets and interest-bearing
liabilities, and the amount of change attributable to volume and rate changes
for the years ended December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
Analysis of Changes in Interest Income and Expense
Increase (Decrease) Due to Change in
(Dollars in thousands)
1999 over 1998 1998 over 1997
-------------------------------------------------- -----------------------------------------
Average Average Average Average
Volume/1/ Rate/2/ Total Volume/1/ Rate/2/ Total
-------------------------------------------------- -----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in interest
income:
Securities available for sale $ 315 $ (56) $ 259 $ 21 $ (18) $ 3
Securities held to
maturity:
U.S. Treasury securities (310) - (310) (82) (1) (83)
U.S. Government agencies/CMO's 964 (237) 727 (604) (74) (678)
Municipal securities 265 (37) 228 165 (17) 148
Other securities 9 (7) 2 16 (2) 14
Federal funds sold (1,391) (134) (1,525) 2,549 (146) 2,403
Loans:
Commercial 3,079 (1,139) 1,940 2,057 (335) 1,722
Real estate-construction (63) (54) (117) (114) (10) (124)
Real estate-other 1,103 (631) 472 (326) 91 (235)
Installment and other (174) (112) (286) (295) (46) (341)
------------- ------------- ---------- -------------- --------- ---------
Total Loans 3,945 (1,936) 2,009 1,322 (300) 1,022
------------- ------------- ---------- -------------- --------- ---------
Total increase (decrease) $ 3,797 (2,047) $ 1,390 $ 3,387 $ (558) $ 2,829
------------- ------------- ---------- -------------- --------- ---------
(Increase) decrease in interest
expense:
Deposits:
Interest bearing checking $ (53) $ 143 $ 90 $ (289) $ 258 $ (31)
Money market (414) 100 (314) 182 (327) (145)
Savings and time 30 770 800 (1,479) 192 (1,287)
Other borrowed funds (22) (1) (23) 39 0 39
------------- ------------- ---------- -------------- --------- ---------
Total (increase) decrease (459) 1,012 553 (1,547) 123 (1,424)
------------- ------------- ----------- -------------- --------- ---------
Total change in net interest
income $ 3,338 $(1,395) $ 1,943 1,840 $ (435) $ 1,405
============= ============= =========== =============== ========== =========
</TABLE>
-------------------------------------------------------------------------------
(1) Changes not solely attributed to rate or volume have been allocated to
volume. (2) Loan fees are reflected in rate variances.
- --------------------------------------------------------------------------------
Provision for Loan Losses. The provision for loans losses is charged to
operations and creates an allowance for future loan losses. The amount of the
provision is dependent on many factors which include the amount of the allowance
for loan losses, growth in the loan portfolio, net charges against the
allowance, changes in the composition of the portfolio, the number and dollar
amount of delinquent loans, assessment of the overall quality of the portfolio,
value of the collateral on problem loans, recommendations by regulatory
authorities and general economic conditions among others. The provision for loan
loss in 1999 was $315,000 compared to $150,000 in 1998, and $100,000 in 1997.
The provision was increased in 1999 and in 1998 due to the growth in average
loans outstanding. See "Allowance for Loan Losses".
21
<PAGE>
Non-Interest Income. Non-interest income for 1999 was $1.5 million compared to
$1.8 million and $1.0 million for 1998 and 1997 respectively. Customer service
fees were $971,000 for 1999 compared to $764,000 for 1998 and $814,000 for 1997.
The increase in deposit service fees in 1999 is attributed to an increase in the
number of deposit accounts. The decrease in customer service fees in 1998 was
due to a reduction in demand for international services including fees earned on
letters of credit and currency exchange fees relative to 1997. Other non-
interest income for 1999 was $490,000 compared to $103,000 and $180,000 for
1999, 1998 and 1997, respectively. In 1999, the Company realized gains on the
disposal of stock warrants of $333,000. Non-recurring income in 1998 included
gains on the disposal of foreclosed assets of $552,000 and gains on the disposal
of other assets held for sale of $363,000 during the third quarter of 1998.
Non-Interest Expense. Non-interest expense for 1999 increased $1.2 million or
9.2% to $13.7 million from $12.5 million in 1998. Salaries and employee benefits
in 1999 increased $780,000 or 10.3% from 1998 due to increases in staffing
levels and enhanced employee benefits. Full time equivalent employees were 118
on December 31, 1999 as compared to 111 on December 31, 1998. Equipment
expenses increased $178,000 or 21% for 1999 and included incremental Y2K
remediation expenses.
Non-interest expense for 1998 totaled $12.5 million, an increase of $0.6 million
or 5.0% from 1997. Non-interest expense totaled $11.9 million for 1997, an
increase of $1.0 million or 9.3% from 1996. Salaries and employee benefits in
1998 increased $648,000 or 9.4% from 1997 due to increases in staffing levels,
management incentive accruals and enhanced employee benefits. Full time
equivalent personnel numbered 111 on December 31, 1998 compared to 107 on
December 31, 1997. Expenses related to foreclosed assets and loss on sales of
foreclosed assets decreased $167,000 to $8,000 for 1998 from 1997 due to the
disposition of all properties.
The following table summarizes the significant components of non-interest
expense for 1999, 1998, and 1997.
<TABLE>
<CAPTION>
Non-Interest Expense
Dollar Percent
(Dollars in thousands) 1999 1998 Change Change
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Salaries and related benefits $ 8,330 $ 7,550 $ 780 10.3%
Occupancy 1,113 1,084 29 2.7%
Equipment 1,044 866 178 20.6%
Data processing services 403 363 40 11.0%
Telephone and postage 349 325 24 7.4%
Consulting fees 295 265 30 11.3%
Marketing 248 262 (14) (5.3%)
Legal fees 192 238 (46) (19.3%)
Goodwill and core deposit amortization 168 193 (25) (13.0%)
FDIC insurance 39 33 6 18.2%
Foreclosed asset expenses 1 8 (7) (87.5%)
Other 1,479 1,324 155 11.7%
---------------------------------------------------------------------------------
Total $13,661 $12,511 $1,150 9.2%
=================================================================================
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
Non-Interest Expense
Dollar Percent
(Dollars in thousands) 1998 1997 Change Change
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Salaries and related benefits $ 7,550 $ 6,902 $ 648 9.4%
Occupancy 1,084 1,037 47 4.5%
Equipment 866 887 (21) (2.4%)
Data processing services 363 334 29 8.7%
Telephone and postage 325 308 17 5.5%
Marketing 262 189 73 38.6%
Consulting fees 265 180 85 47.2%
Legal fees 238 280 (42) (15.0%)
Goodwill and core deposit amortization 193 230 (37) (16.1%)
FDIC insurance 33 31 2 6.5%
Foreclosed asset expenses 8 175 (167) (95.4%)
Other 1,324 1,367 (43) (3.1%)
---------------------------------------------------------------------------------
Total $12,511 $11,920 $ 591 43.2%
=================================================================================
</TABLE>
Provision for Income Taxes - The provision for income taxes in 1999 was $3.62
million compared to $3.65 million in 1998 and $2.94 million in 1997. These
provisions represent effective tax rates of 38.2%, 39.8%%, and 38.3%,
respectively. The differences in the effective rates reflect changes in the
amounts and impact of items having favorable tax treatment such as tax exempt
municipal securities.
Financial Condition
Loans. Commercial loans totaled $173.1 million at December 31, 1999, an increase
of $26.9 million or 18.4% from December 31, 1998. The Bank's primary lending
focus is commercial loans to small businesses and professionals. The Bank's
commercial loans are generally made on a short-term basis and are typically
secured by accounts receivable, inventory or real estate. The strong regional
economy has stimulated the demand for commercial loans, however the competition
for good quality loans is strong.
Other real estate loans, consisting of loans for land development and "mini-
perm" loans, totaled $85.5 million at December 31, 1999 compared to $62.3
million at December 31, 1998. Mini-perm loans are available for completed
commercial and retail projects that are primarily owner occupied and are
generally granted based on the rental or lease income which is the primary
source of repayment to service the loan. Mini-perm loans typically have a term
of three to five years and provide for principal and interest payments based on
a 15 to 25 year amortization schedule with a balloon payment due at the end of
the term. The major risks associated with the origination of mini-perm loans are
the ability of the tenant or tenants to maintain the rental or lease payments
over the life of the loan and the ability of the borrower to obtain other
financing for the balloon payment at maturity.
Real estate construction loans as a percentage of total loans outstanding were
3.5% at December 31, 1999 compared to 3.3% at December 31, 1998. Risks
associated with real estate construction lending are generally considered to be
higher than risks associated with other forms of lending and accordingly, the
Company continues to fund real estate construction commitments on a limited
basis with stringent underwriting criteria.
Installment loans include loans to individuals and business customers encompass
home equity loans, automobile loans and other personal loans.
The following table summarizes the year end loan balances for the dates shown.
23
<PAGE>
<TABLE>
<CAPTION>
December 31
------------------------------------------------------------------------------------
(Dollars in thousands) 1999 1998 1997 1996 1995
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Commercial $173,124 $146,216 $135,140 $ 92,756 $ 70,417
Real estate-construction 10,053 7,648 12,929 6,608 4,067
Real estate-other 85,470 62,328 64,430 64,272 61,752
Installment and other 16,890 17,019 20,478 19,757 18,460
------------------------------------------------------------------------------------
Total Loans $285,537 $233,211 $232,977 $183,393 $154,696
====================================================================================
</TABLE>
The following table shows the amount of total loans outstanding as of December
31, 1999, both by category of loan, as well as fixed versus floating interest
rate which, based upon remaining scheduled repayments of principal, are due
within the periods indicated.
<TABLE>
<CAPTION>
Maturity of Loans
----------------------------------------------------------------------------------
After One
Within But Within After
(Dollars in thousands) One Year Five Years Five Years Total
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial $162,082 $ 9,700 $ 1,342 $173,124
Real estate- construction 9,679 374 - 10,053
Real estate - other 57,200 9,912 18,358 85,470
Installment and other 16,562 285 43 16,890
----------------------------------------------------------------------------------
Total $245,523 $20,271 $19,743 $285,537
==================================================================================
Loans with fixed interest rates $ 6,923 $19,716 $19,743 $ 46,382
Loans tied to floating interest rates 238,600 555 - 239,155
----------------------------------------------------------------------------------
Total $245,523 $20,271 $19,743 $285,537
==================================================================================
</TABLE>
The amounts presented in the table represent the contractual maturities of the
related loans and do not consider rollovers (renewals) of loans. Demand loans,
loans with no stated schedule of repayments and no stated maturity, and
overdrafts are reported as one within one year. The Company does not have a
policy to automatically renew loans, rather it considers the request for a
renewal in substantially the same manner in which it considers the request for
an initial extension of credit.
Non-Performing Assets. The Company's policy is to recognize interest income on
an accrual basis unless the loan becomes impaired. A loan is considered to be
impaired when it becomes probable that the Company will not recognize all
amounts due from the borrower under the original terms of the loan agreement. At
the time a loan is judged to be impaired, the accrual of interest is
discontinued and any accrued, but uncollected interest is reversed. Thereafter,
all payments are applied against principal until principal is fully recovered
with subsequent collections recognized as interest income as they are received.
The following table provides information with respect to all non-performing
assets.
24
<PAGE>
<TABLE>
<CAPTION>
Non-Performing Assets
December 31,
(Dollars in thousands) 1999 1998 1997 1996 1995
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Loans 90 days or more past due and still accruing $ 193 $ 112 $ 496 $ 322 $ 325
Non-accrual and impaired loans 632 208 3,465 2,811 2,859
Other assets held for sale - - 43 275 275
Foreclosed assets - - - 923 770
----------------------------------------------------------
Total Non Performing Assets $ 825 $ 320 $4,004 $4,331 $4,229
==========================================================
Non-performing assets to period end loans plus
assets held for sale and foreclosed assets 0.29% 0.14% 1.72% 2.35% 2.70%
==========================================================
</TABLE>
At December 31, 1999, the recorded investment in loans considered to be impaired
was $632,000, all of which were on a non-accrual basis. Included in this amount
were $128,000 with an associated allowance of $122,000 and $504,000 of impaired
loans which approximate the fair value of supporting collateral and accordingly
do not have an associated allowance for loan loss. For the year ended December
31, 1999, the average recorded investment in impaired loans was $528,000 and no
interest was recognized on impaired loans. If interest income on those loans had
been recognized, such income would have approximated $91,000.
The Company has an active credit administration function that periodically
reviews all loans to identify potential problem credits using quality standards
and criteria similar to those of regulatory agencies. Loans receiving lesser
grades are considered to be classified and fall into "substandard," "doubtful,"
or "loss" categories. Substandard loans are characterized as having one or more
deficiencies and could result in a loss to the Company if the deficiencies are
not corrected. Doubtful loans have the weakness of substandard loans with the
added complication that those weaknesses are less likely to be remedied and are
of a character that increase the probability of a principal loss. A loan
classified as a loss is considered uncollectable and is discharged against the
allowance.
The following table sets forth the classified assets as of the dates indicated.
<TABLE>
<CAPTION>
Dollars in thousands) December 31,
-------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Substandard $ 8,415 $4,307 $ 6,122 $ 8,455 $10,866
Doubtful 45 110 1,082 559 837
Loss - - - - -
------------- ------------- ------------- ------------- -------------
Total Classified $ 8,460 $4,417 $ 7,204 $ 9,014 $11,703
============= ============= ============= ============= =============
Classified to Total Loans 2.96% 1.89% 3.09% 4.92% 7.57%
============= ============= ============= ============= =============
Classified to Allowance for Loan Loss 174.43% 99.84% 165.57% 181.40% 235.95%
============= ============= ============= ============= =============
</TABLE>
The increase in classified loans at December 31, 1999 relative to December 31,
1998 consist primarily of three credits totaling $4.7 million. These loans are
supported by assets and personal or other third party guarantees and the bank is
working to remedy the loans respective credit weaknesses. Management has
reviewed the reserves specific for these loans and believes they are adequate as
of December 31, 1999.
Foreclosed Assets. There were no foreclosed assets at December 31, 1999 or
1998. The Company transferred $2,478,000 in real estate loans to foreclosed
assets during 1998 and was successful in disposing of the foreclosed properties
during the same fiscal year.
25
<PAGE>
Allowance for Loan Losses. The allowance for loan losses is established through
a provision for loan losses, the amount of which is based on many factors. See
"Provision for Loan Losses". The allowance is increased by a provision charged
against earnings and reduced by net loan charge-offs. Loans are charged off when
they are judged to be uncollectable. Recoveries or previously charged off loans
are recorded only when cash is received.
The policy of the Company is to review loans in the portfolio to identify
potential problem loans and to assess the credit quality of the loan portfolio.
Specific allocations are made for loans where the probability of a loss can be
defined and reasonably estimated while the balance of the allocations are based
on the size of the portfolio, delinquency trends, historical data, industry
averages and general economic conditions in the Company's market area.
Although management believes that the allowance for loan losses is adequate for
both potential losses of identified credits and estimated losses inherent in the
portfolio, future provisions will be subject to continuing evaluations of the
portfolio. If the economy declines or the quality of the portfolio deteriorates,
additional provisions may be required.
The following table summarizes the changes in the allowance for loan losses for
the periods shown.
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------------------------------------
(Dollars in thousands) 1999 1998 1997 1996 1995
--------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at beginning of year $4,424 $4,351 $4,969 $4,960 $3,216
Charge-offs:
Commercial 800 200 16 95 188
Real estate - - 150 564 370 885
construction
Real estate - other - 390 650 476 33
Installment and other 4 94 16 127 310
--------------------------------------------------------
Total Charge-Offs 804 834 1,246 1,068 1,416
Recoveries:
Commercial 480 48 43 242 336
Real estate - - 164 139 55 145
construction
Real estate - other 351 487 280 140 34
Installment and other 84 58 66 40 80
--------------------------------------------------------
Total Recoveries 915 757 528 477 595
--------------------------------------------------------
Net (recoveries) charge-offs (111) 77 718 591 821
Provision charged to operations 315 150 100 600 2,565
--------------------------------------------------------
Balance at end of year $4,850 $4,424 $4,351 $4,969 $4,960
========================================================
Ratio of net (recoveries) charge-offs
to average loans -0.04% 0.03% 0.34% 0.36% 0.55%
</TABLE>
The table below sets forth the allocations of the allowance for loan loss as of
the dates indicated by loan category and the percentage of loans in each loan
category relative to total loans.
<TABLE>
<CAPTION>
Allocation of the Allowance for Loan Losses
December 31,
1999 1998 1997
----------------------------------------------------------------------------------------
(Dollars in thousands) Percent of Percent of Percent of
loans in each loans in each loans in each
category to category to category to
Amount total loans Amount total loans Amount total loans
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Commercial $2,556 60.7% $1,955 62.7% $1,487 58.0%
Real estate - construction 84 3.5% 74 3.3% 137 5.5%
Real estate - other 774 29.9% 624 26.7% 1,001 27.7%
Installment and other 219 5.9% 327 7.3% 235 8.8%
Unallocated 1,217 N/A 1,444 N/A 1,491 N/A
--------------------------------------------------------------------------------------
Total $4,850 100.0% $4,424 100.0% $4,351 100.0%
--------------------------------------------------------------------------------------
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
Allocation of the Allowance for Loan Losses
December 31,
1996 1995
------------------------------------------------------------------------
(Dollars in thousands) Percent of Percent of
loans in each loans in each
category to category to
Amount total loans Amount total loans
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial $1,554 50.6% $1,881 45.6%
Real estate - construction 169 3.6% 61 2.6%
Real estate - other 1,162 35.0% 1,298 39.9%
Installment and other 274 10.8% 386 11.9%
Unallocated 1,810 N/A 1,334 N/A
------------------------------------------------------------------------
Total $4,969 100.0% $4,960 100.0%
------------------------------------------------------------------------
</TABLE>
Investment Portfolio. The Bank invests excess funds in a variety of instruments
in order to manage liquidity and enhance profitability. A portion of available
funds is invested in liquid investments such as overnight federal funds with the
balance invested in investment securities such as U.S. Treasury and Agency
securities, as well as tax-exempt municipal bonds. The Company has increased its
investment in municipal securities to benefit from the higher after-tax yields
on bank qualified municipal securities.
The composition of the Company's portfolio of securities available for sale,
securities held to maturity and other securities are shown in the tables below
at carrying value.
27
<PAGE>
<TABLE>
<CAPTION>
Securities Available for Sale
------------------------------------------------------
December 31,
(Dollars in thousands) 1999 1998 1997
------------------------------------------------------
<S> <C> <C> <C>
U.S. Treasury obligations $ 8,015 $12,228 $12,227
Obligations of governmental agencies 23,650 18,641 18,870
------------------------------------------------------
Total $31,665 $30,869 $31,097
======================================================
</TABLE>
<TABLE>
<CAPTION>
Securities Held to Maturity
-------------------------------------------------------
December 31,
(Dollars in thousands) 1999 1998 1997
-------------------------------------------------------
<S> <C> <C> <C>
U.S. Treasury obligations $ - $ - $ 5,949
Obligations of governmental agencies 24,277 16,290 8,004
Collateralized mortgage obligations 34 61 90
Municipal securities 19,105 16,152 13,237
-------------------------------------------------------
Total $43,416 $32,503 $27,280
=======================================================
</TABLE>
<TABLE>
<CAPTION>
Other Securities
------------------------------------------------------
December 31,
(Dollars in thousands) 1999 1998 1997
------------------------------------------------------
<S> <C> <C> <C>
Federal Reserve Bank stock $ 931 $ 1,227 $ 1,059
Federal Home Loan Bank stock 1,195 1,016 931
------------------------------------------------------
Total $ 2,126 $ 2,243 $ 1,990
======================================================
</TABLE>
The following tables summarize the maturities and yields of the Company's
investment securities at December 31, 1999. Yields have been computed by
dividing annual interest income, adjusted for amortization of premium and
accretion of discount, by the average carrying value of the securities. The
weighted average yields on the tax-exempt securities have not been adjusted to a
fully tax equivalent basis.
<TABLE>
<CAPTION>
Securities Available for Sale
Maturing
----------------------------------------------------------------------
After One After Five
Within One Year But Within Five Years But Within Ten Years
----------------------------------------------------------------------
(Dollars in thousands) Amount Yield Amount Yield Amount Yield
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury obligations $ 8,015 6.55% $ - -% $ - -%
Obligations of governmental agencies 8,121 6.72% 15,529 5.57% - -%
----------------------------------------------------------------------
Total $16,136 6.63% $15,529 5.57% $ - -%
----------------------------------------------------------------------
<CAPTION>
-----------------------------------------------
After Ten Years Total
-----------------------------------------------
(Dollars in thousands) Amount Yield Amount Yield
<S> <C> <C> <C> <C>
U.S. Treasury obligations $ - -% $ 8,015 6.55%
Obligations of governmental agencies - -% 23,650 5.97%
-----------------------------------------------
Total $ - -% $31,665 6.11%
-----------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Securities Held to Maturity
Maturing
----------------------------------------------------------------------
After One After Five
Within One Year But Within Five Years But Within Ten Years
----------------------------------------------------------------------
(Dollars in thousands) Amount Yield Amount Yield Amount Yield
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury obligations $ - -% $ - -% $ - -%
Obligations of governmental agencies - -% 24,277 5.43% - -%
Collateralized mortgage obligations - -% 34 8.50% - -%
Municipal securities - -% 4,929 4.72% 9,053 4.79%
-----------------------------------------------------------------------
Total $ - -% $29,240 5.32% $9,053 4.79%
=======================================================================
<CAPTION>
----------------------------------------------
After Ten Years Total
----------------------------------------------
(Dollars in thousands) Amount Yield Amount Yield
<S> <C> <C> <C> <C>
U.S. Treasury obligations $ - -% $ - -%
Obligations of governmental agencies - -% 24,277 5.43%
Collateralized mortgage obligations - -% 34 8.50%
Municipal securities 5,123 4.65% 19,105 4.73%
----------------------------------------------
Total $5,123 4.65% $43,416 5.13%
==============================================
</TABLE>
<TABLE>
<CAPTION>
Other Securities
Maturing
----------------------------------------------------------------------
After One After Five
Within One Year But Within Five Years But Within Ten Years
----------------------------------------------------------------------
(Dollars in thousands) Amount Yield Amount Yield Amount Yield
<S> <C> <C> <C> <C> <C> <C>
Federal Reserve Bank stock $ 931 6.00% $ - -% $ - -%
Federal Home Loan Bank stock - -% - -% 1,195 5.41%
----------------------------------------------------------------------
Total $ 931 6.00% $ - -% $1,195 5.41%
======================================================================
<CAPTION>
--------------------------------------------
After Ten Years Total
--------------------------------------------
(Dollars in thousands) Amount Yield Amount Yield
<S> <C> <C> <C> <C>
Federal Reserve Bank stock $ - -% $ 931 6.00%
Federal Home Loan Bank stock - -% 1,195 5.41%
--------------------------------------------
Total $ - -% $ 2,126 5.67%
============================================
</TABLE>
28
<PAGE>
As of December 31, 1999 no securities of a single issuer in the investment
portfolio exceeded ten percent of the Company's shareholders' equity.
Deposits. The table below presents information regarding trends in the Bank's
average deposits for 1999, 1998, and 1997.
<TABLE>
<CAPTION>
Average Deposits for the Year Ended December 31,
1999 1998 1997
---------------------------------------------------------
(Dollars in thousands) Amount % Amount % Amount %
---------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Demand $ 94,044 27.8% $ 86,077 27.5% $ 74,570 28.2%
Interest-bearing checking 33,154 9.8% 27,593 8.8% 12,275 4.6%
Money market 101,667 30.0% 89,427 28.5% 95,776 36.3%
Savings and time 109,683 32.4% 110,295 35.2% 81,537 30.9%
---------------------------------------------------------
Total $338,548 100.0% $313,392 100.0% $264,158 100.0%
=========================================================
</TABLE>
Average deposits increased $25.2 million or 8.0% in 1999 to $338.5 million from
$313.4 million in 1998. The increase in 1998 was $49.2 million or 18.6% from
1997 of $264.2 million. The increase in deposits in 1999 was attributed to an
increase in average deposits maintained by various loan customers.
Average time certificates of deposit over $100,000 constituted 21.6%, 31.9%, and
24.3% of total average deposits for 1999, 1998, and 1997, respectively. Average
public time deposits constituted 1.0%, 1.0%, and 1.5% of average total deposits
for 1999, 1998, and 1997, respectively. All public time certificates of deposit
were from local government agencies located in Alameda County.
At December 31, 1999, certificates of deposit over $100,000 totaling $72.1
million or 21.5% of total deposits were scheduled to mature within a year. At
December 31, 1998, certificates of deposit over $100,000 totaling $94.3 million
or 27.5% of total deposits were scheduled to mature within a year. Certificates
of deposit over $100,000 are generally considered a higher cost and less stable
form of funding than lower denomination deposits and may represent a greater
risk of interest rate and volume volatility than small retail deposits.
Management believes that the presumed volatility of such deposits presents
acceptable risk and payment of such certificates of deposit would not have a
material impact on the liquidity position of the Company. The Company has no
brokered deposits and does not intend to solicit such deposits.
Time certificates of deposit over $100,000 or more at December 31, 1999 had the
following schedule of maturities.
(In thousands)
Three months or less $ 45,004
Over three months through six months 13,089
Over six months through twelve months 13,977
Over twelve months 174
----------
Total $ 72,244
==========
Liquidity. Liquidity management refers to the Bank's ability to acquire funds
to meet loan demand, fund deposit withdrawals and service other liabilities as
they come due. To augment liquidity, the Bank has informal Federal funds
borrowing arrangements with correspondent banks totaling $35.0 million,
maintains a credit arrangement with the Federal Reserve Bank of San Francisco
for open window borrowing and is a member of the Federal Home Loan Bank of San
Francisco and through such membership has the ability to pledge
29
<PAGE>
qualifying collateral for short term (up to six months) and long term (up to
five years) borrowing. At December 31, 1999 and 1998 there were no outstanding
advances under any of these facilities.
Additionally, at December 31, 1999, unpledged U.S. government securities that
were available to secure additional borrowing in the form of reverse repurchase
agreements totaled approximately $48.0 million. At December 31, 1999 and 1998,
the Bank had no outstanding borrowings under such arrangements.
The liquidity position of the Company as of December 31, 1999 declined from the
prior year as cash and cash equivalents used by investing and financing
activities exceeded those provided by operating activities. The Consolidated
Statement of Cash Flows indicates that cash and cash equivalents used by
investing activities totaled $65.9 million and consisted primarily of the net
increase in loans. Further, cash and cash equivalents of $9.3 million were
required to satisfy financing activities, principally the withdrawal of deposits
at December 31, 1999 relative to December 31, 1998. Cash and cash equivalents
totaling $6.6 million was provided by operating activities.
The liquidity position of the Company may be expressed as the ratio of (a) cash,
Federal funds sold, other unpledged short term investments and marketable
securities, including those maturing after one year, divided by (b) total assets
less pledged securities. Using this definition, at December 31, 1999, the
Company had a liquidity ratio of 23.6% compared to 38.2% at December 31, 1998.
The decrease in the liquidity ratio at December 31, 1999 reflects the decline in
the volume of Federal funds sales to $7.5 million on December 31, 1999 as
compared to $73.0 million at December 31, 1998.
Part of the Bank's normal lending activity involves making commitments to extend
credit. One risk associated with loan commitments is the demand on the Bank's
liquidity that would result if a significant portion of the commitments were
unexpectedly funded at one time. The Bank assesses the likelihood of projected
funding requirements by reviewing historical patterns, current and forecasted
economic conditions and individual client funding needs.
On a stand-alone basis, the Company's primary source of liquidity is dividends
from the Bank. The ability of the Bank to pay dividends is subject to regulatory
approval.
Capital Resources. Shareholders' equity was $46.2 million at December 31, 1999,
an increase of $4.4 million or 10.5% from $41.8 million at December 31, 1998.
Capital was increased by the $5.85 million of net income for 1999. Net capital
of $1.0 million was used in stock repurchase activities, net of proceeds
received from stock option exercises. The Company repurchased 128,600 shares in
1999.
The Company and the Bank are subject to capital adequacy guidelines issued by
the Federal Reserve Board of Governors which require a minimum risk-based
capital ratio of 8%. At least 4% must be in the form of "Tier 1" capital which
consists of common equity, non-cumulative perpetual preferred stock and minority
interests in the equity accounts of consolidated subsidiaries. "Tier 2" capital
consists of cumulative and limited-life preferred stock, mandatory convertible
securities, subordinated debt and, subject to certain limitations, the allowance
for loan losses. General loan loss reserves included in Tier 2 capital cannot
exceed 1.25% of risk-weighted assets.
At December 31, 1999, the Company's total risk-based capital ratio was 14.48%.
The following table sets forth the Company's regulatory capital position as of
December 31, 1999.
30
<PAGE>
Risk-based Capital Ratio
------------------------
(Dollars in thousands) Amount Ratio
---------------------
Tier 1 Capital $ 45,741 13.23%
Tier 1 minimum requirement 13,833 4.00%
---------------------
Excess $ 31,908 9.23%
=====================
Total Capital $ 50,070 14.48%
Total Capital minimum requirement 27,666 8.00%
---------------------
Excess $ 22,404 6.48%
=====================
Risk-adjusted assets $ 345,820
==========
Leverage ratio 11.80%
Leverage ratio minimum requirement 4.00%
-----
Excess 7.80%
=====
The leverage ratio guidelines effectively require maintenance of a minimum ratio
of 4% Tier 1 capital to total assets for the most highly-rated bank holding
company organizations. The leverage guidelines operate in tandem with and are in
addition to the risk-based ratio requirements. At December 31, 1999, the
Company's leverage ratio was 11.80%. The Company has not been advised by any
regulatory agency that it is deficient with respect to its capital ratios.
Management is unaware of any current recommendations by regulatory authorities
which, if implemented, would have a material adverse impact on future operating
results, liquidity or capital resources.
Quarterly Data
The following table sets forth unaudited data regarding the Company's operations
for each quarter of 1999 and 1998. This information, in the opinion of
management, includes all adjustments necessary to present fairly the Company's
results of operations for such periods, consisting only of normal recurring
adjustments for the periods indicated. Results for the third quarter of 1998
included gains of the disposal of foreclosed assets and other assets held for
sale. See "Non-Interest Income." The operating results for any quarter are not
necessarily indicative of results for any future period.
<TABLE>
<CAPTION>
Quarter Ended
Dec 31, Sep 30, June 30, Mar 31, Dec 31, Sep 30, June 30, Mar 31,
1999 1999 1999 1999 1998 1998 1998 1998
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(In thousands, except per share data)
Total interest income $ 7,945 $ 7,639 $ 7,286 $ 7,262 $ 7,496 $ 7,396 $ 7,084 $ 6,833
Total interest expense 2,076 1,960 1,993 2,188 2,469 2,249 2,037 2,015
Net interest income 5,869 5,679 5,293 5,074 5,027 5,147 5,047 4,818
Provision for loan losses 150 75 45 45 37 38 37 38
Net income 1,525 1,675 1,375 1,275 1,285 1,775 1,275 1,175
Per Common Share:
Net income - basic $ 0.33 $ 0.36 $ 0.29 $ 0.26 $ 0.27 $ 0.37 $ 0.27 $ 0.24
Net income - diluted $ 0.32 $ 0.35 $ 0.28 $ 0.26 $ 0.26 $ 0.36 $ 0.25 $ 0.23
</TABLE>
Effects of Inflation
Assets and liabilities of financial institutions are principally monetary in
nature. Accordingly, interest rates, which generally move with the rate of
inflation, have a potentially significant effect on the Company's net interest
income. The Company attempts to limit inflation's impact on rates and net income
margins through continuing asset/liability management programs.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
31
<PAGE>
The Company's financial performance is impacted by market risk, among other
factors. Market Risk is the risk to the financial condition or earnings of an
institution resulting from adverse movements in interest rates, foreign exchange
rates, equity prices or commodity prices. Interest rate risk is the most
significant market risk affecting the Company as foreign currency exchange
rates, equity prices and commodity price risk do not arise in the normal course
of the Company's business activities.
The Company's exposure to interest rate risk is reviewed monthly by the Risk
Management Committee composed of members of management and the Board of
Directors. Management realizes that certain risks are inherent in the financial
environment and the objective of the risk management process is to identify,
measure, and where possible minimize interest rate risk. Financial tools used in
this process include the standard gap report and an interest rate shock
simulation model. The condensed gap report summarizing the Company's interest
rate sensitivity follows.
<TABLE>
<CAPTION>
Repricing
----------------------------------------------------------------------------------------
(Dollars in thousands) Within 3 Within 3 to 6 Within 6 to 12 Within 1 to 5 More than
Immediate Months Months Months Years 5 years
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Cash $ - $ - $ - $ - $ - $ -
Short-term investments 7,500 - - - - -
Other Investments - - - - - -
Investment Securities - 8,002 4,033 4,073 44,797 14,176
Loans 227,920 2,762 9,537 4,562 20,707 20,049
Reserve and Other assets - - - - - -
----------------------------------------------------------------------------------------
Total Asssets $235,420 $ 10,764 $ 13,570 $ 8,635 $65,504 $34,225
----------------------------------------------------------------------------------------
Liabilities and Capital
Demand Deposits $ - $ - $ - $ - $ - $ -
NOW, Savings and Market Rate 172,283 - - - - -
Time Deposits - 53,528 25,014 17,455 1,123 34
Other Liabilities - - - - - -
Capital - - - - - -
----------------------------------------------------------------------------------------
Total Liabilities and Capital $172,283 $ 53,528 $ 25,014 $17,455 $ 1,123 $ 34
----------------------------------------------------------------------------------------
Gap 63,137 (42,764) (11,444) (8,820) 64,381 34,191
Cumulative gap 63,137 20,373 8,929 109 64,490 98,681
<CAPTION>
(Dollars in thousands) Estimated
Non-rate Total Fair Value 1998
-------------------------------------------
<S> <C> <C> <C> <C>
Assets
Cash $ 12,205 $ 12,205 $ 12,205 $ 15,276
Short-term investments - 7,500 7,500 73,028
Other Investments 2,126 2,126 2,126 2,243
Investment Securities - 75,081 75,081 63,372
Loans - 285,537 285,537 233,211
Reserve and Other assets 2,922 2,922 2,922 3,450
------------------------------------------
Total Assets $ 17,253 $385,371 $380,521 $389,580
------------------------------------------
Liabilities and Capital
Demand Deposits $ 65,277 $ 65,277 $ 65,277 $ 71,417
NOW, Savings and Market Rate - 172,283 172,283 150,151
Time Deposits - 97,154 97,074 121,381
Other Liabilities 4,453 4,453 4,453 4,817
Capital 46,204 46,204 46,204 41,814
------------------------------------------
Total Liabilities and Capital $115,934 $385,371 $385,291 $389,580
------------------------------------------
Gap (98,681) -
Cumulative gap - -
</TABLE>
The gap report indicates the Company is asset sensitive having a higher volume
of assets reprice relative to liabilities due to the volume of overnight Federal
fund sales and a high percentage of floating rate loans. The cumulative gap is
largest in the immediately repriceable time band and decreases over time through
one year. Such a scenario would suggest an immediate negative impact on the
Company's net interest margin from decreases in interest rates the magnitude of
which declines over time. Using the one-year cumulative gap, the projected
impact on net interest margin of a 1% rate shock is $9,031 or .04% of the net
interest margin reported for 1999 which is considered an acceptable level of
risk. However, the computation of forecasted effects of hypothetical interest
rate changes is based on numerous assumptions, including relative levels of
market interest rates, loan prepayments or refinancings, deposit decay and other
factors and therefore should not be relied upon as a forecast of future results.
Further, such computations do not include the impact of any actions which might
be undertaken by the Company in response to changes in interest rates.
Derivative financial instruments such as futures, forwards, interest rate swaps,
option contracts and other financial instruments with similar characteristics
may also be used to manage elements of interest rate risk. The Company does not
engage in trading activities or use derivative instruments to control interest
rate risk. However, the Company is party to financial instruments with off-
balance sheet risk in the normal course of business to meet the financial needs
of its customers which include commitments to extend credit and standby letters
of credit. These instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the consolidated
balance sheets. Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition established in the
contract.
32
<PAGE>
Commitments generally have fixed expiration dates and may require collateral
from the borrower if deemed necessary by the Company. Standby letters of credit
are conditional commitments issued by the Company to guarantee the performance
of a customer to a third party up to a stipulated amount and with specified
terms and conditions. Commitments to extend credit and standby letters of credit
are not recorded as an asset or liability by the Company until the instrument is
exercised.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See index to Financial Statements and Schedules included on page 33 of this
report.
PART III
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning directors and executive officers of the Company is
incorporated by reference from the section entitled "Election of Directors" of
the Company's definitive Proxy Statement to be filed pursuant to Regulation 14A
within 120 days after the end of the last fiscal year.
ITEM 11 - EXECUTIVE COMPENSATION
Information concerning executive compensation is incorporated by reference from
the section entitled "Election of Directors - Executive Compensation" of the
Company's definitive Proxy Statement to be filed pursuant to Regulation 14A
within 120 days after the end of the last fiscal year.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning security ownership of certain beneficial owners and
management is incorporated by reference from the section entitled "Election of
Directors - Security Ownership of Management" of the Company's definitive Proxy
Statement to be filed pursuant to Regulation 14A within 120 days after the end
of the last fiscal year.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions is
incorporated by reference from the section entitled "Election of Directors -
Transactions with Directors and Officers" of the Company's definitive Proxy
Statement to be filed within 120 days after the end of the last fiscal year.
33
<PAGE>
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statement Schedule
The following is an index of the financial statements filed in this report:
Consolidated Financial Statements
Page
----
Independent Auditors' Report - KPMG LLP............................... 37
Consolidated Balance Sheets as of December 31, 1999
and December 31, 1998............................................... 38
Consolidated Statements of Income for the years ended
December 31, 1999, December 31, 1998 and December 31, 1997.......... 39
Consolidated Statements of Comprehensive Income for the years ended
December 31, 1999, December 31, 1998 and December 31, 1997.......... 40
Consolidated Statements of Changes in Shareholders' Equity for the
years ended December 31, 1999, December 31, 1998 and
December 31, 1997................................................... 41
Consolidated Statements of Cash Flow for the years ended December 31,
1999, December 31, 1998 and December 31, 1997....................... 42
Notes to Consolidated Financial Statements............................ 43
Information required in the schedules for which provision is made in the
applicable regulations of the Securities and Exchange Commission either is not
applicable or is shown in the Consolidated Financial Statements or Notes
thereto.
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the three months ended December 31, 1999.
(c) Exhibits
The exhibits listed below are filed or incorporated by reference, as part of
this report pursuant to Item 601 of Regulation S-K.
Sequentially
Numbered
Page
----
Exhibit
Number Exhibit
- -------- -------
2.1 (15) Agreement and Plan of Merger dated October 18,
1999, among Civic BanCorp, CivicBank of Commerce
and East County Bank................................ -
3.1 (5) Restated Articles of Incorporation of the Company... -
3.2 (1) Bylaws of the Company............................... -
3.3 (2) Amendment to Article Five of bylaws adopted January
20, 1988 -
3.4 (7) Amendment to Article Four of the bylaws adopted
July 15, 1992 -
4 (14) Rights Agreement between Civic BanCorp and
ChaseMellon Shareholder Services LLC dated as of
November 8, 1996 including Form of Right
Certificate attached thereto as Exhibit B........... -
34
<PAGE>
10.1 (1)* 1984 Stock Option Plan and Form of Stock Option
Agreement.............................................. -
10.2 (2)* Amendment to 1984 Stock Option Plan adopted November
20, 1985 -
10.3 (3)* Amendment No. 2 to 1984 Stock Option Plan adopted
February 18, 1988...................................... -
10.4 (3)* Amendment No. 3 to 1984 Stock Option Plan adopted
May 7, 1988. -
10.5 (7)* Amendment No. 4 to 1984 Stock Option Plan adopted
May 3, 1990. -
10.7 (6) Lease for bank premises in Oakland dated December
21, 1989 between Bank and Blue Cross of California
as sublessor........................................... -
10.10 Lease for Bank premises in Oakland dated April 13,
1994 between Bank and Webster Street Partners, Ltd.,
a California limited partnership, as lessor............ -
10.12*(8) Employment agreement between the Bank and Herbert C.
Foster dated December 31, 1992......................... -
10.13*(9) 1994 Stock Option Plan................................... -
10.14(10) Servicing Rights and Servicing Contracts Purchase
Agreement dated as of September 1, 1994 between
the Bank and United National Mortgage Corporation...... -
10.15(12) 1995 Non-employee Director Stock Option Plan............. -
10.16(13) CivicBank of Commerce Profit Sharing Retirement Plan
21 List of Subsidiaries.....................................
23.1 Consent of KPMG LLP as to incorporation by reference
of report on financial statements in Form S-8..........
27 Financial Data Schedule..................................
* Management contract, compensation plan or arrangement
________________________________________________________________________________
(1) Incorporated by reference from the exhibits included with the
Form S-1 Registration Statement (Registration Number 2-91493)
previously filed with the Commission.
(2) Incorporated by reference from the exhibits included with the Annual
Report on Form 10-K for the year ended December 31, 1985,
previously filed with the Commission.
(3) Incorporated by reference from the exhibits included with the
Company's Form S-8 Registration Statement (Registration Number 33-
15783) filed with the Commission on July 13, 1988.
(4) Incorporated by reference from the exhibits included with the Annual
Report on Form 10-K for the year ended December 31, 1986,
previously filed with the Commission.
(5) Incorporated by reference from the exhibits included with the
Company's S-2 Registration Statement (Registration Number 33-
31355) filed with the Commission on October 3, 1989 .
(6) Incorporated by reference from the exhibits included with the Annual
Report on Form 10-K for the year ended December 30, 1989,
previously filed with the Commission .
(7) Incorporated by reference from the exhibits included with the Annual
Report on Form 10-K for the year ended December 31, 1990,
previously filed with the Commission.
(8) Incorporated by reference from the exhibits included with the
35
<PAGE>
Annual Report on Form 10-K for the year ended December 31, 1992,
previously filed with the Commission.
(9) Incorporated by reference from the exhibits included with the Form S-8
Registration Statement (Registration Number 33-82460) previously
filed with the Commission.
(10) Incorporated by reference from the exhibits included with the Form 8-K
Current Report dated September 30, 1994.
(11) Incorporated by reference from the exhibits included with the Form 8-K
Current Report dated April 28, 1994.
(12) Incorporated by reference from the exhibits included with the Form S-8
Registration Statement (Registration Number 33-94566) previously
filed with the commission.
(13) Incorporated by reference from the exhibits included with the Form S-8
Registration Statement (Registration Number 33-65309) previously
filed with the commission.
(14) Incorporated by reference from the exhibits included with the Form 8-A
Rights Agreement (Registration Number 0-13287).
(15) Incorporated by reference from the exhibits included with the
quarterly report on Form 10-Q for the quarter ended September 30,
1999 previously filed with the commission.
36
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CIVIC BANCORP
By: /s/ Herbert C. Foster
---------------------
Herbert C. Foster
President and Chief Executive Officer
Date: March 15, 2000
--------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
/s/ Herbert C. Foster /s/ Gerald J. Brown
- --------------------- -------------------
Herbert C. Foster Gerald J. Brown
President Chief Financial Officer and
Chief Executive Officer and Principal Accounting Officer
Director
/s/ C. Donald Carr /s/ David L. Cutter
- --------------------- ---------------------
C. Donald Carr, Director David L. Cutter, Director
/s/ John W. Glenn /s/ John L Lindstedt
- --------------------- ---------------------
John W. Glenn, Director John L. Lindstedt, Director
/s/ Paul C. Kepler /s/ James C. Johnson
- --------------------- ---------------------
Paul C. Kepler, Director James C. Johnson, Director
/s/ Edward G. Mein /s/ Dale D. Reed
- --------------------- ---------------------
Edward G. Mein, Director Dale D. Reed, Director
/s/ Edward G. Roach /s/ Barclay Simpson
- --------------------- ---------------------
Edward G. Roach, Director Barclay Simpson, Director
/s/ Wayne Doiguchi
Date: March XX, 2000 ---------------------
-------------- Wayne Doiguchi, Director
37
<PAGE>
CIVIC BANCORP AND SUBSIDIARY
----------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
-----
<S> <C>
Independent Auditors' Report 1
Consolidated Financial Statements:
Balance Sheets as of December 31, 1999 and 1998 2
Statements of Income for the years ended December 31, 1999,
1998 and 1997 3
Statements of Comprehensive Income for the years ended December 31,
1999, 1998 and 1997 4
Statements of Changes in Shareholders' Equity for the years ended
December 31, 1999, 1998 and 1997 5
Statements of Cash Flows for the years ended December 31, 1999,
1998 and 1997 6
Notes to Consolidated Financial Statements 7
</TABLE>
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
The Board of Directors
Civic BanCorp:
We have audited the accompanying consolidated balance sheets of Civic BanCorp
and subsidiary (the Company) as of December 31, 1999 and 1998, and the related
consolidated statements of income, comprehensive income, changes in
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Civic BanCorp and
subsidiary as of December 31, 1999 and 1998, and the results of their operations
and their cash flows for each of the years in the three-year period ended
December 31, 1999, in conformity with generally accepted accounting principles.
/S/ KPMG LLP
San Francisco, California
January 20, 2000
<PAGE>
CIVIC BANCORP AND SUBSIDIARY
- ----------------------------
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1999 AND 1998
(In Thousands Except Shares)
- ----------------------------
<TABLE>
<CAPTION>
1999 1998
--------------------------------------------
<S> <C> <C>
ASSETS
- ------
Cash and due from banks $ 12,205 $ 15,276
Federal funds sold 7,500 73,028
--------------------------------------------
Total cash and cash equivalents 19,705 88,304
Securities available for sale 31,665 30,869
Securities held to maturity (market value
of $42,468 and $33,218, respectively) 43,416 32,503
Other securities 2,126 2,243
Loans:
Commercial 173,124 146,216
Real estate-construction 10,053 7,648
Real estate-other 85,470 62,328
Installment and other 16,890 17,019
--------------------------------------------
Total loans 285,537 233,211
Less allowance for loan losses 4,850 4,424
--------------------------------------------
Loans - net 280,687 228,787
Interest receivable and other assets 6,151 5,316
Leasehold improvements and equipment - net 1,621 1,558
____________________________________________
TOTAL ASSETS $ 385,371 $389,580
--------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
LIABILITIES:
Deposits:
Noninterest bearing $ 65,277 $ 71,417
Interest-bearing:
Checking 11,851 6,231
Money market 160,432 139,851
Time and savings 97,154 125,450
--------------------------------------------
Total deposits 334,714 342,949
Accrued interest payable and other liabilities 4,453 4,817
--------------------------------------------
Total liabilities 339,167 347,766
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock no par value; authorized
10,000,000 shares; none issued and outstanding - -
Common stock no par value; authorized
10,000,000 shares; issued and outstanding,
4,674,411 and 4,666,202 shares,
respectively 34,751 32,723
Retained earnings, (subsequent to July 1, 1996
date of quasi-reorganization, total deficit
eliminated $5.5 million) 11,701 8,797
Accumulated other comprehensive (loss) income, net (248) 294
--------------------------------------------
Total shareholders' equity 46,204 41,814
--------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 385,371 $389,580
============================================
See notes to consolidated financial statements.
</TABLE>
2
<PAGE>
CIVIC BANCORP AND SUBSIDIARY
- ----------------------------
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(In Thousands Except Shares and Per Share Amounts)
- --------------------------------------------------
<TABLE>
<CAPTION>
1999 1998 1997
-----------------------------------------------------
<S> <C> <C> <C>
INTEREST INCOME:
Loans $ 24,421 $ 22,412 $ 21,390
Taxable investment securities 3,556 2,878 3,622
Tax exempt securities 843 682 586
Federal funds sold 1,312 2,837 434
-----------------------------------------------------
Total Interest Income 30,132 28,809 26,032
INTEREST EXPENSE:
Deposits 8,194 8,770 7,307
Other borrowings 23 - 39
-----------------------------------------------------
Total Interest Expense 8,217 8,770 7,346
-----------------------------------------------------
NET INTEREST INCOME 21,915 20,039 18,686
Provision for loan losses 315 150 100
-----------------------------------------------------
Net Interest Income After
Provision for Loan Losses 21,600 19,889 18,586
NON-INTEREST INCOME:
Customer service fees 971 764 814
Disposition of client warrants 333 - -
Gain on sale of other assets held for sale 67 915 65
Other 156 103 115
-----------------------------------------------------
Total Non-Interest Income 1,527 1,782 994
NON-INTEREST EXPENSE:
Salaries and employee benefits 8,330 7,550 6,902
Occupancy 1,113 1,084 1,037
Equipment 1,044 866 887
Data processing services 403 363 334
Telephone and postage 349 325 308
Consulting fees 295 265 180
Marketing 248 262 189
Legal fees 192 238 280
Goodwill and core deposit amortization 168 193 230
FDIC insurance 39 33 31
Foreclosed asset expense 1 8 175
Other 1,479 1,324 1,367
-----------------------------------------------------
Total Non-Interest Expense 13,661 12,511 11,920
-----------------------------------------------------
INCOME BEFORE INCOME TAXES 9,466 9,160 7,660
Income tax expense 3,616 3,650 2,935
-----------------------------------------------------
NET INCOME $ 5,850 $ 5,510 $ 4,725
-----------------------------------------------------
NET INCOME PER COMMON SHARE - BASIC $ 1.24 $ 1.15 $ 0.98
-----------------------------------------------------
NET INCOME PER COMMON SHARE - DILUTED $ 1.21 $ 1.10 $ 0.93
-----------------------------------------------------
Weighted average shares outstanding used
to compute basic net income per common share 4,713,181 4,792,098 4,847,959
Dilutive effects of stock options 138,722 235,481 232,013
-----------------------------------------------------
Total diluted weighted average shares outstanding
used to compute diluted net income per common
share 4,851,903 5,027,579 5,079,972
=====================================================
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
CIVIC BANCORP AND SUBSIDIARY
- ----------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(In thousands)
- --------------
<TABLE>
<CAPTION>
1999 1998 1997
----------------------------------------------------------
<S> <C> <C> <C>
Net Income $5,850 $5,510 $4,725
Other Comprehensive Income:
Change in unrealized gain / (loss) on securities (903) 71 141
available for sale
Income tax (benefit) expense related to unrealized
gain / (loss) on securities available for sale 361 (28) (58)
------------------------------------------------------------
Other Comprehensive Income (542) 43 83
------------------------------------------------------------
COMPREHENSIVE INCOME $5,308 $5,553 $4,808
============================================================
</TABLE>
See notes to consolidated financial statements
- --------------------------------------------------------------------------------
4
<PAGE>
CIVIC BANCORP AND SUBSIDIARY
- ----------------------------
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(In Thousands Except Shares)
- ------------------------------------------------------------------------------------------------------------------------------
ACCUMULATED
OTHER
COMMON STOCK RETAINED COMPREHENSIVE
SHARES AMOUNT EARNINGS INCOME (LOSS) TOTAL
---------- ----------- ------------ --------------- ---------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1997 4,431,895 $31,739 $ 2,240 $ 168 $34,147
Stock options exercised 47,571 308 308
Tax benefit of stock options exercised 119 119
Stock repurchased (79,100) (994) (994)
5% stock dividend 219,402 3,675 (3,678) (3)
Recognition of net deferred tax assets
originating prior to quasi-reorganization 302 302
Net Income 4,725 4,725
Net unrealized gain on securities
available for sale 83 83
-----------------------------------------------------------------------------
Balance, December 31, 1997 4,619,768 35,149 3,287 251 38,687
Stock options exercised 64,234 406 406
Tax benefit of stock options exercised 49 49
Stock repurchased (240,000) (3,859) (3,859)
Recognition of net deferred tax assets
originating prior to quasi-reorganization 978 978
Net Income 5,510 5,510
Net unrealized gain on securities
available for sale 43 43
-----------------------------------------------------------------------------
Balance, December 31, 1998 4,444,002 32,723 8,797 294 41,814
Stock options exercised 132,572 825 825
Tax benefit of stock options exercised 105 105
Stock repurchased (128,600) (1,845) (1,845)
5% stock dividend 226,437 2,943 (2,946) (3)
Net Income 5,850 5,850
Net unrealized (loss) on securities
available for sale (542) (542)
-----------------------------------------------------------------------------
Balance, December 31, 1999 4,674,411 $34,751 $11,701 $(248) $46,204
-----------------------------------------------------------------------------
</TABLE>
5
<PAGE>
CIVIC BANCORP AND SUBSIDIARY
- ----------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(In Thousands)
- --------------
<TABLE>
<CAPTION>
1999 1998 1997
-------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,850 $ 5,510 $ 4,725
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for loan losses 315 150 100
Depreciation and amortization 1,247 1,015 1,105
Gain on sale of foreclosed assets and assets
available for sale (67) (915) (65)
Increase (decrease) in deferred loan fees 137 (8) 75
Change in other assets and liabilities:
Increase in interest receivable and other assets (321) (132) (221)
(Increase) decrease in accrued interest payable and other liabilities 580) 1,672 2,061
-------------------------------------------------
Net cash provided by operating activities 6,581 7,292 7,780
-------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (691) (638) (547)
Paydown on assets held for sale - 406 232
Proceeds from sales of foreclosed assets 67 3,492 1,746
Net increase in loans (52,352) (2,781) (51,135)
Expenditures on foreclosed assets - (62) -
Activity in securities held to maturity:
Proceeds from maturing securities 355 14,029 16,028
Purchases of securities (11,327) (19,513) (2,232)
Activity in securities available for sale:
Proceeds from maturing securities 14,000 - -
Purchases of securities (15,974) - (4,382)
-------------------------------------------------
Net cash used in investing activities (65,922) (5,067) (40,290)
-------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 825 406 308
Common stock repurchased (1,845) (3,859) (994)
Cash paid in lieu of fractional shares (3) - (3)
Net (decrease) increase in deposits (8,235) 59,799 16,703
-------------------------------------------------
Net cash (used in) provided by financing activities (9,258) 56,346 16,014
-------------------------------------------------
Net (Decrease) Increase in Cash and Cash Equivalents (68,599) 58,571 (16,496)
Cash and Cash Equivalents at Beginning of Period 88,304 29,733 46,229
-------------------------------------------------
Cash and Cash Equivalents at End of Period $ 19,705 $ 88,304 $ 29,733
================================================
Cash Paid during period for:
Interest $ 8,581 $ 8,235 $ 7,001
Income taxes 3,490 2,631 2,426
Transfer from retained earnings to
common stock due to stock dividend 2,943 - 3,675
Loans transferred to other real estate owned - 2,478 758
See notes to consolidated financial statements.
</TABLE>
6
<PAGE>
CIVIC BANCORP AND SUBSIDIARY
- ----------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Civic BanCorp (BanCorp) is a registered bank holding company headquartered
in Oakland, California. BanCorp's principal line of business is serving as
a holding company for CivicBank of Commerce (Bank), a commercial bank.
BanCorp is tailored to providing personalized services to independent
businesses and professional firms in Alameda, San Francisco, Santa Clara
and Contra Costa counties.
The consolidated financial statements of BanCorp and Bank (collectively the
Company) are prepared in conformity with generally accepted accounting
principles and prevailing practices within the banking industry. The
following is a summary of the significant accounting and reporting policies
used in preparing the consolidated financial statements.
On October 18, 1999, The Company and the Bank entered into an Agreement and
Plan of Merger with East County Bank of Antioch, California. Under the
Agreement, East County Bank would be merged with and into CivicBank of
Commerce. In addition to it's main office, East County Bank has branches in
Concord and Walnut Creek and a loan production office in Sacramento. As of
December 31, 1999, East County bank had total assets of $80.7 million,
(unaudited). CivicBank of Commerce will pay approximately $14.6 million in
cash to acquire East County Bank. The acquisition is expected to close in
the first quarter of 2000.
Principles of consolidation - The consolidated financial statements include
---------------------------
the accounts of BanCorp and Bank. All material intercompany transactions
and accounts have been eliminated in consolidation.
Cash and cash equivalents - Cash and cash equivalents include cash on hand,
-------------------------
amounts due from banks and federal funds sold with original maturities less
than 90 days.
Investment securities - Securities available for sale are held for
---------------------
indefinite periods of time. Management intends to use these securities as
part of its asset/liability management, and may sell these securities in
response to changes in interest rates and other factors. These securities
are carried at market value, with unrealized gains and losses, after
applicable income taxes, recorded as a separate component of shareholders'
equity. Gains on the sale of securities available for sale, determined on
the specific cost identification basis, are recorded in other income at the
time of sale. Specific cost is determined by using historical cost adjusted
for any previously recorded unrealized losses.
Held to maturity securities are those securities which management has the
ability and intent to hold to maturity. These securities are stated at
cost, adjusted for amortization of premiums to call date and accretions of
discount to maturity using methods approximating the interest method.
Other securities include stock in the Federal Reserve Bank and Federal Home
Loan Bank, and are carried at cost which approximates market.
7
<PAGE>
The Company does not engage in trading activities.
Premiums and discounts are amortized or accreted over the life of the
related security as an adjustment to yield using the effective interest
method. A decline in the market value of a security deemed other than
temporary would result in a charge to earnings and the establishment of a
new cost basis for the security.
Loans - Loans are stated at the principal amount outstanding, reduced by
-----
the allowance for loan losses and unamortized loan origination and
commitment fees, net of loan origination costs. Interest on loans is
calculated by using the simple interest method on the daily balance of the
principal amount outstanding.
Loans are placed on nonaccrual status when the loan is considered to be
impaired. An impaired loan is one which, based on current information and
events, it is probable that the Company will be unable to collect all
amounts due according to the contractual terms of the loan agreement,
including scheduled interest payments. When a loan is placed on nonaccrual
status, interest accruals are discontinued and any interest income
previously accrued but not collected is reversed. Any payments received on
nonaccrual loans are applied against principal until principal is fully
recovered with subsequent collections recognized as interest income as they
are received. Interest accruals are resumed on such loans only when they
are brought fully current with respect to interest and principal and when,
in the judgment of management, the loans are estimated to be fully
collectible as to both principal and interest. The Company measures certain
impaired loans based on the present value of future cash flows discounted
at the loan's effective interest rate, or at the loans' market value or the
fair value of the collateral if the loan is secured. If the measurement of
the impaired loan is less than the recorded investment in the loan,
impairment is recognized by creating or adjusting the existing allocation
of the allowance for loan losses.
All nonrefundable loan origination fees and commitment fees, net of related
costs, are deferred and amortized over the term of the loan, or until the
loan is sold, as an adjustment to the yield of the related loan. At
December 31, 1999 and 1998, the amount of unamortized loan fees were
approximately $773,000 and $636,000, respectively.
Allowance for loan losses - The allowance for loan losses is established
-------------------------
through a provision for loan losses charged to expense. Loans are charged
against the allowance for loan losses when management believes that the
collectibility of the principal is unlikely. While management uses
available information to determine the allowance for possible losses on
loans, future additions to the allowance may be necessary based on changes
in economic conditions or for other reasons. In addition, various
regulatory agencies, as an integral part of their examination process,
periodically review the Bank's allowance for loan losses. Such agencies may
require the Bank to recognize additions to the allowance for loan losses
based on their judgments of information available to them at the time of
their examination.
Leasehold improvements and equipment - Leasehold improvements and equipment
------------------------------------
are stated at cost less accumulated depreciation and amortization.
Depreciation and amortization expenses are computed on a straight line
basis over the shorter of the estimated useful lives of the assets or the
lease terms (generally 2-5 years). Costs of improvements are capitalized,
and maintenance, repairs and minor improvements are expensed as incurred.
8
<PAGE>
Intangibles - Goodwill is amortized on a straight-line basis over fifteen
-----------
years. The portion of the acquisition cost allocated to values associated
with acquired deposits is being amortized on an accelerated method over ten
years. Management assesses the value of its intangibles for other than
temporary impairment. If impaired, recoverability of the asset is assessed
based on expected undiscounted cash flows.
Foreclosed assets - Foreclosed assets are stated at the lower of the
-----------------
recorded investment in the property or its fair value minus estimated costs
to sell. Immediately upon foreclosure, the value of the underlying loan is
written down to the fair value of the real estate acquired by a charge to
the allowance for loan losses, if necessary. Any subsequent write-downs are
charged against operating expenses. Operating expenses of such properties
are included in non-interest expenses, while any rental revenues are
included in non-interest income. Gains and losses on their disposition are
included in non-interest income and non-interest expenses, respectively.
Income taxes - BanCorp and the Bank file consolidated federal income tax
------------
and combined California franchise tax returns.
Provisions for federal and state income taxes are based on taxes currently
payable and deferred taxes expected to be payable in the future. Deferred
taxes are recognized by applying enacted tax rates applicable to future
years to temporary differences between the tax bases of existing assets and
liabilities and their respective carrying values for financial reporting
purposes. Deferred tax assets are subject to a valuation allowance if it is
more likely than not that some of the deferred tax asset will not be
realized.
Stock Compensation Plans - Statement of Financial Accounting Standards
------------------------
(SFAS) No.123, Accounting for Stock-Based Compensation, encourages all
entities to adopt a fair value based method of accounting for employee
stock compensation plans, whereby compensation cost is measured at the
grant date based on the value of the award and is recognized over the
service period, which is usually the vesting period. However, it also
allows an entity to continue to measure compensation cost for those plans
using the intrinsic value based method of accounting prescribed by
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, whereby compensation cost is the excess, if any, of the quoted
market price of the stock at the grant date (or other measurement date)
over the amount an employee must pay to acquire the stock. Stock options
issued under the Corporation's stock option plan have no intrinsic value at
the grant date, and under Opinion No. 25 no compensation cost is recognized
for them. The Corporation has elected to continue with the accounting
methodology in Opinion No. 25 and, as a result, has provided pro forma
disclosures of net income and earnings per share and other disclosures, as
if the fair value based method of accounting had been applied. The pro
forma disclosures include the effects of all awards granted on or after
January 1, 1995.
Net income per common share - Basic earnings per share represents income
---------------------------
available to common stockholders divided by the weighted-average number of
common shares outstanding during the period. Diluted earnings per share
reflects additional common shares that would have been outstanding if
dilutive potential common shares had been issued, as well as an adjustment
to income that would result from the assumed issuance. Additionally,
weighted average shares outstanding and per share amounts for all periods
presented have been adjusted to give effect for 5% stock dividends paid in
November 1997 and April 1999. There were no stock dividends in 1998.
9
<PAGE>
Quasi-reorganization - The Company, with the approval of the Board of
--------------------
Directors and its shareholders, adjusted its July 1, 1996 balance sheet to
fair value and transferred the accumulated deficit of $5.5 million to
common stock in accordance with quasi-reorganization accounting principles.
The Company's deficit retained earnings were incurred primarily as a result
of substantial writedowns of real estate loans and foreclosed assets in
1992 and 1993 and the conditions giving rise to those losses have
substantially changed.
In a quasi-reorganization, assets and liabilities are restated to fair
value at the effective date. No adjustments were made to the assets and
liabilities of the Company since, in the opinion of management, the book
value of the Company's assets and liabilities approximated fair value at
July 1, 1996. As part of the quasi-reorganization, retained earnings have
been dated to reflect only the results of operations subsequent to the
effective date of the quasi-reorganization. Recognition of future income
tax benefits resulting from temporary differences, operating loss and tax
credit carryforward items which arose prior to the effective date of the
quasi-reorganization are reported as a direct adjustment to common stock as
they are realized.
Shareholder Rights Plan - The Company has outstanding one preferred share
-----------------------
purchase right, (a "Right"), for each outstanding share of common stock.
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of series A Junior Participating Preferred Stock,
no par value, of the Company at a price of $35.00 per one one-hundredth of
a Preferred Share, subject to the provisions of the Shareholder Rights
Plan.
Segment Reporting - Management approaches the Company's principal
-----------------
subsidiary, the Bank, as one business enterprise which operates in a single
economic environment, since the products and services, types of customers
and regulatory environment all have similar economic characteristics.
Use of estimates - The preparation of the financial statements in
----------------
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reported period. Actual amounts
could differ from those estimates.
New Accounting Pronouncements - In June 1999, the FASB issued SFAS No.
-----------------------------
137, "Accounting for Derivative Financial Instruments and Hedging
Activities -Deferral of Effective Date of FASB Statement No. 133."
Statement No. 137 defers the effective date of Statement No. 133
"Accounting for Derivative Instruments and Hedging Activities" for one
year. Statement No. 133 is now effective for fiscal quarters of fiscal
years beginning after June 15, 2000. This statement requires an entity to
recognize all derivatives as either assets or liabilities in the statement
of financial position and measure those instruments at fair value. For
instruments existing at the date of adoption, Statement No. 133 provides an
entity with the option of not applying this provision to hybrid instruments
entered into before January 1, 1998 and not modified substantially
thereafter. Consistent with the deferral of the effective date for one
year, Statement No. 137 provides an entity the option of not applying this
provision to hybrid instruments entered into before January 1, 1998 or 1999
and not modified substantially thereafter. The Company has not completed
its evaluation of the impact of SFAS 133 as amended on the Company's
consolidated financial statements. The Company expects to adopt this
statement on January 1, 2001.
10
<PAGE>
Reclassifications - Certain 1998 and 1997 amounts have been reclassified to
-----------------
conform with the 1999 presentation.
11
<PAGE>
2. SECURITIES
The amortized cost and estimated market values of securities available for
sale, securities held to maturity and other securities as of December 31,
1999 and 1998 are summarized as follows (in thousands):
<TABLE>
<CAPTION>
Securities Available for Sale
----------------------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gain Loss Value
----------------------------------------------------------------
<S> <C> <C> <C> <C>
December 31, 1999:
U.S. Treasury obligations $ 8,003 $ 12 $ - $ 8,015
U.S. agency securities 24,075 - (425) 23,650
----------------------------------------------------------------
Total $32,078 $ 12 $ (425) $31,665
================================================================
December 31, 1998:
U.S. Treasury obligations $12,013 $ 215 $ - $12,228
U.S. agency securities 18,366 275 - 18,641
----------------------------------------------------------------
Total $30,379 $ 490 $ - $30,869
================================================================
<CAPTION>
Securities Held to Maturity
----------------------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gain Loss Value
----------------------------------------------------------------
<S> <C> <C> <C> <C>
December 31, 1999:
U.S. agency securities $24,277 $ - $ (504) $23,773
Collateralized mortgage obligations 34 1 - 35
Municipal securities 19,105 60 (505) 18,660
----------------------------------------------------------------
Total $43,416 $ 61 $(1,009) $42,468
================================================================
December 31, 1998:
U.S. agency securities $16,290 $ 131 $ (21) $16,400
Collateralized mortgage obligations 61 3 - 64
Municipal securities 16,152 627 (25) 16,754
----------------------------------------------------------------
Total $32,503 $ 761 $ (46) $33,218
================================================================
<CAPTION>
Other Securities
----------------------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gain Loss Value
----------------------------------------------------------------
<S> <C> <C> <C> <C>
December 31, 1999:
Federal Reserve Bank stock $ 931 $ - $ - $ 931
Federal Home Loan Bank stock 1,195 - - 1,195
----------------------------------------------------------------
Total $ 2,126 $ - $ - $ 2,126
================================================================
December 31, 1998:
Federal Reserve Bank stock $ 1,227 $ - $ - $ 1,227
Federal Home Loan Bank stock 1,016 - - 1,016
----------------------------------------------------------------
Total $ 2,243 $ - $ - $ 2,243
================================================================
</TABLE>
12
<PAGE>
Total securities required and pledged under state regulation to secure
certain deposits and for other purposes amounted to approximately
$7,976,000 and $8,246,000 at December 31, 1999 and 1998, respectively.
The amortized cost and estimated market values of securities at December
31, 1999 by contractual maturity are shown below (in thousands). Expected
maturities will differ from contractual maturities as certain issuers have
the right to call or prepay obligations with or without call or prepayment
penalties.
1999
--------------------------
Amortized Market
Cost Value
--------------------------
Securities available for sale:
Within one year $16,108 $16,136
After one year but within five years 15,970 15,529
--------------------------
Total $32,078 $31,665
==========================
Securities held to maturity:
Within one year $ - $ -
After one year but within five years 29,240 28,745
After five years but within ten years 9,053 8,975
After ten years 5,123 4,748
--------------------------
Total $43,416 $42,468
--------------------------
3. ALLOWANCE FOR LOAN LOSSES
The activity in the allowance for loan losses for the years ended December
31, 1999, 1998 and 1997 is summarized as follows:
(In Thousands) 1999 1998 1997
-------------------------------
Balance, beginning of year $4,424 $4,351 $ 4,969
Provision charged to expense 315 150 100
Loans charged off (804) (834) (1,246)
Recoveries 915 757 528
-------------------------------
Balance, end of year $4,850 $4,424 $ 4,351
===============================
At December 31, 1999 and 1998, the recorded investment in loans considered
to be impaired is as follows:
(In thousands) 1999 1998
-----------------
Loans supported by collateral $ 504 $ 82
Loans not supported by collateral 128 126
-----------------
Non-accrual loans 632 208
=================
Related allowance for non-collateralized loans 122 10
=================
For the years ended December 31, 1999, 1998 and 1997 the average recorded
investment in impaired loans was $528,000, $1,796,000 and $3,943,000,
respectively. There was no interest income recognized on impaired loans for
those years, however, if interest income had been accrued under the
original terms of the loans, such income would have approximated $91,000,
$224,000 and $486,000 for 1999, 1998 and 1997, respectively.
13
<PAGE>
4. LEASEHOLD IMPROVEMENTS AND EQUIPMENT
A summary of leasehold improvements and equipment as of December 31, 1999
and 1998 is as follows:
(In Thousands) 1999 1998
---------------------
Leasehold improvements $1,147 $1,069
Furniture and fixtures 1,084 970
Equipment 3,566 3,066
---------------------
5,797 5,105
Less accumulated depreciation 4,176 3,547
---------------------
Leasehold improvements and equipment, net $1,621 $1,558
=====================
Depreciation expense was $628,000, $515,000 and $575,000 for the years
ended December 31, 1999, 1998 and 1997.
5. OTHER ASSETS
A summary of interest receivable and other assets as of December 31, 1999
and 1998 is as follows:
1999 1998
------------------
(In Thousands)
Interest receivable $3,073 $2,576
Intangible assets 607 775
Deferred tax asset 1,998 1,466
Prepaid expense and other assets 473 499
------------------
Total interest receivable and other assets $6,151 $5,316
==================
Amortization expense relative to intangible assets was $168,000, $193,000,
and $230,000 for the years ended December 31, 1999, 1998 and 1997.
6. DEPOSITS
The aggregate amount of time certificates of deposit in denominations of
$100,000 or more was $72,244,000 and $99,898,000 at December 31, 1999 and
1998. Interest expense incurred on certificates of deposit in denominations
of $100,000 or more was approximately $3,605,000, $4,168,000 and $2,936,000
for the years ended December 31, 1999, 1998 and 1997, respectively. Time
deposits in denominations of $100,000 or more in excess of one year at
December 31, 1999 are $174,000 and mature within 3 years.
7. STOCK OPTIONS
BanCorp has a stock option plan which provides for incentive stock options
(ISO) and nonqualified stock options. The plan was amended in 1998 to
increase the shares available for grant to 979,125. In 1995, the Company
adopted the Non-Employee Director Stock Option Plan which reserved 115,500
shares of the 1994 Stock Option Plan for grants to eligible directors. The
Non-Employee Director Plan was amended in 1999 to increase the shares
reserved for directors to 173,775. Outstanding options for the purchase of
common shares, which expire at various dates through 2009, have been
granted under the plan at prices ranging from $5.10 to $17.86 per share
(restated for stock dividends). These prices correspond to the market value
of the stock on the dates the options were granted. The plan provides that
the right to exercise
14
<PAGE>
options vests at the discretion of the plan committee on the date of grant
which is generally 20% per year over 5 years. Options generally expire
within ten years of the date of grant.
Option activity is summarized below:
<TABLE>
<CAPTION>
1999 1998 1997
----------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Shares under option at beginning of year 491,576 $ 8.78 471,443 $ 6.89 419,562 $ 5.78
Options granted 150,301 13.17 101,640 15.68 125,354 10.39
Options exercised (133,043) 6.03 (64,993) 6.05 (51,559) 5.98
Options cancelled (38,870) 11.03 (16,514) 7.99 (21,914) 7.70
----------------------------------------------------------------------
Shares under option at end of year 469,964 10.78 491,576 8.78 471,443 6.89
======================================================================
Options exercisable 223,773 8.76 278,124 7.12 265,045 6.06
======================================================================
Weighted-average fair value of
options granted during the periods
at exercise prices equal to market
price at grant date $ 7.06 $ 7.35 $ 5.29
========== ======== ========
</TABLE>
The following table summarizes information about stock options outstanding
at December 31, 1999:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
----------------------------------- ------------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Number Contractual Exercise Number Exercise
Exercise Prices Outstanding Life Price Exercisable Price
---------------------------------------------------------- ------------------------
<S> <C> <C> <C> <C> <C>
$ 5.10 - $ 6.47 123,615 2.88 $ 5.05 110,563 $ 5.51
$ 6.57 - $ 9.71 33,920 3.79 6.83 24,108 6.81
$ 9.98 - $14.52 249,079 7.83 12.41 61,172 11.58
$15.63 - $17.86 63,350 6.67 16.78 27,930 17.17
---------------------------------------------------------- -----------------------
$ 5.10 - $17.86 469,964 6.08 $ 10.78 223,773 $ 8.76
=================================== =======================
</TABLE>
The Company has elected to continue with the intrinsic value method and
accordingly does not recognize compensation cost equal to the value of the
stock options. If the Company had elected to recognize compensation cost
based on the fair value of the options granted net income and earnings per
share would have been reduced to the pro forma amounts in the following
table:
15
<PAGE>
<TABLE>
<CAPTION>
(Dollars in thousands)
1999 1998 1997
--------------------------------------
<S> <C> <C> <C>
Net income - as reported $5,850 $5,510 $4,725
Net income - pro forma $5,498 $5,245 $4,526
Basic income per share - as reported $ 1.24 $ 1.15 $ 0.98
Basic income per share - pro forma $ 1.17 $ 1.09 $ 0.93
Diluted income per share - as reported $ 1.21 $ 1.10 $ 0.93
Diluted income per share - pro forma $ 1.13 $ 1.04 $ 0.89
</TABLE>
The fair value of each option grant is estimated on the date of vesting
using the Black-Scholes option-pricing model with the following
assumptions:
<TABLE>
<CAPTION>
1999 1998 1997
------------------------------------------
<S> <C> <C> <C>
Expected dividend yield 0% 0% 0%
Expected stock price volatility 29.52% 29.52% 29.52%
Risk-free interest rate 6.09-6.68% 4.71-4.87% 5.73-5.88%
Weighted average expected
life of options 7.50 years 7.50 years 7.50 years
</TABLE>
8. REGULATORY MATTERS
BanCorp is subject to regulation under the Bank Holding Company Act of 1956
and to regulation by the Federal Reserve Board. The regulations require the
maintenance of cash reserve balances at the Federal Reserve Bank for
transaction accounts. The average reserve requirement for the Bank was
$746,000 and $2,824,000 for the years ended December 31, 1999 and 1998,
respectively.
BanCorp and the Bank are required by the Board of Governors of the Federal
Reserve System to maintain minimum risk-based capital ratios. Failure to
meet minimum capital requirements can initiate certain mandatory-and
possibly additional discretionary-actions by regulators that, if
undertaken, could have a direct material effect on the Bank's financial
statements. Under capital adequacy guidelines and the regulatory framework
for prompt corrective action, the Bank must meet specific capital
guidelines that involve quantitative measures of the Bank's assets,
liabilities, and certain off-balance sheet items as calculated under
regulatory accounting practices. The Bank's capital amounts and
classification are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios
(set forth in the table below) of total and Tier 1 capital (as defined in
the regulations) to risk-weighted assets (as defined), and of Tier 1
capital (as defined) to average assets (as defined). Management believes,
as of December 31, 1999, that BanCorp and the Bank met all capital adequacy
requirements to which they are subject.
16
<PAGE>
As of December 31, 1999, the most recent notification from the Federal
Reserve Bank of San Francisco categorized the Bank as well capitalized
under the regulatory framework for prompt corrective action. To be
categorized as well capitalized the Bank must maintain minimum total risk-
based, Tier 1 risk-based, Tier 1 leverage ratios as set forth in the
following table. There are no conditions or events since that notification
that management believes have changed the institution's category.
The Company's actual capital amounts and ratios are also presented in the
following table:
<TABLE>
<CAPTION>
Minimum Capital
Requirements To Be
Considered Well Capitalized
Minimum Under Prompt Corrective
Actual Capital Requirements Action Provisions
----------------------- ----------------------- ------------------------------
Amount Ratio Amount Ratio Amount Ratio
----------- ---------- ----------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1999:
Total Capital
(to Risk Weighted Assets) $ 50,070 14.48% $ 27,666 8.00% $ 34,582 10.00%
Tier 1 Capital
(to Risk Weighted Assets) 45,741 13.23% 13,833 4.00% 20,749 6.00%
Tier 1 Capital
(to Average Assets) 45,741 11.80% 15,505 4.00% 19,381 5.00%
As of December 31, 1998:
Total Capital
(to Risk Weighted Assets) $ 44,381 15.39% $ 23,070 8.00% $ 28,837 10.00%
Tier 1 Capital
(to Risk Weighted Assets) 40,766 14.14% 11,535 4.00% 17,302 6.00%
Tier 1 Capital
(to Average Assets) 40,766 10.20% 15,987 4.00% 19,984 5.00%
</TABLE>
9. BENEFIT PLANS
The Bank has a discretionary defined contribution retirement plan (the
Plan), which covers all employees with over one year of continuous service.
The Plan consists of a 401(k) salary deferral component and a profit
sharing component. Under the 401(k) salary deferral component, an employee
may contribute up to 12% of pretax salary to the Plan. Employer
contributions to the 401(k) salary deferral component are made at the
discretion of the Board of Directors.
The profit sharing component provides for contributions of pretax profits
of the Bank to all employees with one year of continuous service subject to
certain eligibility requirements. The contributions to the profit sharing
component are made the following year at the discretion of the Board of
Directors.
The following is a summary of the related expenses for the years ended
December 31, 1999, 1998 and 1997, which are included in salaries and
employee benefits.
17
<PAGE>
(In Thousands) 1999 1998 1997
----------------------------
401(k) salary deferral component $ 178 $ 159 $ 143
Profit sharing component 234 220 127
----------------------------
$ 412 $ 379 $ 270
============================
10. INCOME TAXES
Total income taxes for the years ended December 31, 1999, 1998 and 1997
were recorded as follows:
<TABLE>
<CAPTION>
(In Thousands) 1999 1998 1997
----------------------------------
<S> <C> <C> <C>
Income taxes applicable to income before income tax expense $ 3,616 $ 3,650 $ 2,935
Tax benefit of stock options exercised
recorded in shareholders' equity (105) (49) (119)
Tax effect of the change in net unrealized gain (loss)
on investment securities recorded in shareholders' equity (361) 28 58
Recognition of net deferred tax assets originating prior to
quasi-reorganization recorded in shareholders' equity - (978) (302)
--------------------------------
Income taxes net of shareholders' equity adjustments $ 3,150 $ 2,595 $ 2,572
================================
</TABLE>
The provision for income taxes reflected in the consolidated statements of
income for the years ended December 31, 1999, 1998 and 1997 is as follows:
(In Thousands) 1999 1998 1997
-------------------------------------
Current provision (benefits):
Federal $ 2,815 $ 2,624 $ 1,967
State 776 734 500
-------------------------------------
Total 3,591 3,358 2,467
Deferred
Federal 30 194 295
State (5) 98 173
-------------------------------------
Total $ 3,616 $ 3,650 $ 2,935
=====================================
The temporary differences which created deferred tax assets and liabilities
are detailed below:
18
<PAGE>
<TABLE>
<CAPTION>
(In Thousands) 1999 1998 1997
--------------------------------------------
<S> <C> <C> <C>
Deferred tax assets:
Loan loss and foreclosed asset
allowances not currently deductible $1,092 $ 941 $1,026
Deferred rent 33 43 52
Deferred loan fees 50 75 101
Core deposits 238 294 339
Book over tax depreciation 228 188 154
Other write-downs - 39 189
Accrued Payables 263 234 -
State tax 252 267 170
Net unrealized loss on securities available for sale 165 - -
--------------------------------------------
Gross deferred tax asset 2,321 2,081 2,031
Valuation Allowance - - (978)
--------------------------------------------
Total deferred tax asset $2,321 $2,081 $1,053
--------------------------------------------
Deferred tax liabilities:
Net unrealized gain on securities available for sale - (196) (168)
Leases (118) - -
Other (40) (58) (76)
--------------------------------------------
Total deferred tax liability (158) (254) (244)
--------------------------------------------
Net Deferred Tax Asset $2,163 $1,827 $ 809
--------------------------------------------
</TABLE>
Management periodically reevaluates the realizability of the deferred tax
assets and adjusts the valuation allowance so that the resulting level of
net deferred tax assets will more likely than not be realized. As of
December 31, 1999, management estimates that the Company will more likely
than not realize the $2,163,000 net deferred tax asset. Accordingly, no
valuation allowance has been provided for at December 31, 1999. In 1998 and
1997, $978,000 and $302,000, respectively, of deferred tax benefits were
recognized in shareholders' equity as a result of reductions in the
valuation allowance in each of these years. These tax benefits originated
prior to the quasi-reorganization that took place on July 1, 1996.
Amounts for the current year are based upon estimates and assumptions as of
the date of this report and could vary from amounts shown on the tax return
as filed. Accordingly, the variances from amounts reported for 1998 and
1997 are primarily the result of adjustments to conform to the 1998 and
1997 filed tax returns.
The effective tax rate differs from the federal statutory income tax rate
for the years ended December 31, 1999, 1998 and 1997 as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------------------------------
<S> <C> <C> <C>
Federal statutory income tax rate 34% 34% 34%
State franchise tax, less federal
income tax effect 5% 6% 6%
Tax-exempt income (3%) (2%) (2%)
Other permanent differences 2% 2% -
------------------------------------
Effective income tax rate 38% 40% 38%
====================================
</TABLE>
19
<PAGE>
11. RELATED PARTY TRANSACTIONS
Certain directors and companies with which they are associated are
customers of and have banking transactions with the Bank in the ordinary
course of business. It is the Bank's policy that all loans and commitments
extended to directors be made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for
comparable transactions with other borrowers.
The activity is summarized as follows for the years ended December 31, 1999
and 1998:
<TABLE>
<CAPTION>
(In Thousands) 1999 1998
--------------------------
<S> <C> <C>
Balance, beginning of year $ 1,307 $ 1,544
Loan proceeds disbursed 1,461 1,702
Loan repayments (1,960) (1,939)
--------------------------
Balance, end of year $ 808 $ 1,307
--------------------------
</TABLE>
12. COMMITMENTS, CONTINGENCIES AND OFF BALANCE SHEET RISK
The Bank is involved in legal actions arising from normal business
activities. Management, upon the advice of legal counsel handling such
actions, believes that the ultimate resolution of these actions will not
have a material adverse effect on the financial position of BanCorp.
In the normal course of business, to meet the financing needs of its
customers and manage its own exposure to fluctuations in interest rates,
the Bank is a party to financial instruments, including commitments to
extend credit and standby letters of credit. These instruments involve, to
varying degrees, elements of credit, interest rate and liquidity risk in
excess of the amount recognized in the consolidated balance sheets. The
contract or notional amounts of these instruments, which are not included
in the consolidated balance sheets, are an indicator of the extent of the
Company's activities in particular classes of financial instruments. The
Bank uses the same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments. The Bank controls
the credit risk of these transactions through credit approvals, limits and
monitoring procedures, and generally requires collateral or other security
to support commitments to extend credit. The Bank's exposure to credit loss
is usually limited to amounts funded or drawn. A summary of these financial
instruments at December 31, 1999 and 1998 follows:
<TABLE>
<CAPTION>
(In Thousands) 1999 1998
---------- ----------
<S> <C> <C>
Commitments to extend credit $ 166,880 $ 148,827
Standby letters of credit $ 10,859 $ 2,263
</TABLE>
13. OPERATING LEASES
BanCorp and the Bank lease their banking and office facilities under
noncancelable operating leases. These leases expire from October 2000 to
December 2006. Certain leases contain options to extend. Rental expense for
the years ended December 31, 1999, 1998 and 1997 was $1,088,000,
$1,055,000, and $1,003,000, respectively.
20
<PAGE>
Total future minimum rental payments under these operating leases at
December 31, 1999 are as follows:
(Dollars In Thousands)
Year ending December 31:
2000 $ 1,187
2001 1,071
2002 1,073
2003 1,069
2004 716
Later Years 868
---------
Total Future Minimum Rentals $ 5,984
---------
14. FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value amounts of financial instruments have been
determined by the Bank using available market information and appropriate
valuation methodologies. However, considerable judgment is necessarily
required to interpret market data to develop the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily indicative
of the amounts the Bank could realize in a current market exchange. The use
of different market assumptions and/or estimation methodologies may have a
material effect on the estimated fair value amounts.
The summary of these financial instruments and their related fair values at
December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
(In Thousands) 1999 1998
---------------------------------------------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
---------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Cash and cash equivalents $ 19,705 $ 19,705 $ 88,304 $ 88,304
Securities available for sale 31,665 31,665 30,869 30,869
Securities held to maturity 43,416 42,468 32,503 33,218
Other Securities 2,126 2,126 2,243 2,243
Loans 280,687 279,737 228,787 228,838
Liabilities:
Noninterest-bearing deposits 65,277 65,277 71,417 71,417
Interest-bearing deposits 269,437 269,357 271,532 271,737
</TABLE>
The following methods and assumptions were used to estimate fair value of
each class of financial instruments for which it is practical to estimate
that value:
Cash and cash equivalents - For cash and cash equivalents, the carrying
amount is a reasonable estimate of fair value.
Securities available for sale, held to maturity, and other securities -The
fair value of securities is based on quoted market prices, dealer quotes
and prices obtained from independent pricing services.
21
<PAGE>
Loans - The fair value of performing loans is estimated by discounting the
future cash flows using the current interest rates at which similar loans
would be made to borrowers with similar credit ratings and for the same
remaining maturities. The estimated fair value of certain nonperforming
loans has been determined on an individual basis, taking into account
management's plans regarding potential foreclosure and subsequent sale of
collateral and the borrower's plan for the continuance of principal and
interest payments.
Noninterest and interest bearing deposits - The fair value of demand
deposits, savings accounts, and certain money market deposits is the amount
payable on demand at the reporting date. The fair value of fixed-maturity
certificates of deposit is estimated using the rates currently offered for
deposits of similar remaining maturities.
Commitments to extend credit and standby letters of credit - The fair value
of commitments and standby letters of credit is estimated using the fees
currently charged to enter into similar agreements, taking into account the
remaining terms of the agreements and the present creditworthiness of the
counterparties. Management estimates that the estimated fair value of
commitments to extend credit and standby letters of credit is not
significant. The Bank may structure variable rate loans to include embedded
interest rate floors. Such floors are designed to mitigate interest rate
risk to the Bank in a declining interest rate environment. As of December
31, 1999, the Bank had outstanding loans totaling approximately $22,000,000
that were subject to interest rate floors.
15. FINANCIAL STATEMENTS OF CIVIC BANCORP (parent company only)
The condensed financial statements of Civic BanCorp (parent company only)
are presented below (in thousands):
22
<PAGE>
BALANCE SHEET
As of December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------------------------------------
<S> <C> <C>
ASSETS
Cash on deposit with Bank subsidiary $ 170 $ 286
Other assets - 2,667
Investment in Bank at equity in underlying assets 46,040 39,068
----------------------------------------
Total assets $ 46,210 $ 42,021
========================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities $ 6 $ 207
Shareholders' equity 46,204 41,814
----------------------------------------
Total liabilities and shareholders' equity $ 46,210 $ 42,021
========================================
</TABLE>
STATEMENTS OF INCOME
For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
---------------------------------------------------
<S> <C> <C> <C>
Dividend From Bank Subsidiary $ 1,000 $ 3,000 $ 1,500
Interest income 26 26 35
Gain on Disposal of Warrants 333 - -
Less administration expense 206 111 117
---------------------------------------------------
Income from operations 1,153 2,915 1,418
Income Taxes 94 - -
Equity in income of Bank 4,791 2,595 3,307
---------------------------------------------------
Net income $ 5,850 $ 5,510 $ 4,725
===================================================
</TABLE>
23
<PAGE>
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
-----------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 5,850 $ 5,510 $ 4,725
Adjustments to reconcile net income
to cash used in operating activities:
Equity in undistributed net income of Bank (5,791) (5,595) (4,807)
Contributed Capital (168) - -
Change in assets and liabilities 16 (23) 15
-----------------------------------------------
Net cash used in operating activities (93) (108) (67)
-----------------------------------------------
Cash flows from financing activities:
Dividends received from subsidiary bank 1,000 3,000 1,500
Cash paid in lieu of fractional shares (3) - (3)
Stock repurchase (1,845) (3,859) (994)
Proceeds from exercise of stock options 825 406 308
-----------------------------------------------
Net cash used in financing activities (23) (453) 811
-----------------------------------------------
Net (decrease) increase in cash (116) (561) 744
Cash at beginning of year 286 847 103
-----------------------------------------------
Cash at end of year $ 170 $ 286 $ 847
-----------------------------------------------
Cash paid during period for income taxes: $ 94 $ - $ -
</TABLE>
24
<PAGE>
Exhibit 23.1
The Board of Directors
Civic BanCorp:
We consent to incorporation by reference in the registration statements (Nos.
33-94566 and 33-65309) on Form S-8 of Civic BanCorp of our report dated January
20, 2000, relating to the consolidated balance sheets of Civic BanCorp and
subsidiary as of December 31, 1999, and 1998, and the related consolidated
statements of income, comprehensive income, changes in shareholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1999, which report appears in the December 31, 1999, annual report on Form 10-K
of Civic BanCorp.
/S/ KPMG LLP
San Francisco, California
March 15, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10K AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
<CASH> 12,205 15,276
<INT-BEARING-DEPOSITS> 0 0
<FED-FUNDS-SOLD> 7,500 73,028
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 31,665 30,869
<INVESTMENTS-CARRYING> 43,416 32,503
<INVESTMENTS-MARKET> 42,468 33,218
<LOANS> 285,537 233,211
<ALLOWANCE> 4,850 4,424
<TOTAL-ASSETS> 385,371 389,580
<DEPOSITS> 334,714 342,949
<SHORT-TERM> 0 0
<LIABILITIES-OTHER> 4,453 4,817
<LONG-TERM> 0 0
0 0
0 0
<COMMON> 34,751 32,723
<OTHER-SE> 11,453 9,091
<TOTAL-LIABILITIES-AND-EQUITY> 385,371 389,580
<INTEREST-LOAN> 24,421 22,412
<INTEREST-INVEST> 5,711 6,397
<INTEREST-OTHER> 0 0
<INTEREST-TOTAL> 30,132 28,809
<INTEREST-DEPOSIT> 8,194 8,770
<INTEREST-EXPENSE> 8,217 8,770
<INTEREST-INCOME-NET> 21,915 20,039
<LOAN-LOSSES> 315 150
<SECURITIES-GAINS> 0 0
<EXPENSE-OTHER> 13,661 12,511
<INCOME-PRETAX> 9,466 9,160
<INCOME-PRE-EXTRAORDINARY> 9,466 9,160
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 5,850 5,510
<EPS-BASIC> 1.24 1.15
<EPS-DILUTED> 1.21 1.10
<YIELD-ACTUAL> 6.09 6.07
<LOANS-NON> 632 208
<LOANS-PAST> 193 112
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 4,424 4,351
<CHARGE-OFFS> 804 834
<RECOVERIES> 915 757
<ALLOWANCE-CLOSE> 4,850 4,424
<ALLOWANCE-DOMESTIC> 4,850 4,424
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 1,217 1,444
</TABLE>
