<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 12, 2000
Greater Bay Bancorp
(Exact name of registrant as specified in its charter)
California 77-0387041
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
Commission file number: 0-25034
2860 West Bayshore Road
Palo Alto, California 94303
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 813-8200
<PAGE>
Item 5. Other Events.
Reference is hereby made to the Registrant's press release attached hereto as
Exhibit 99.1 which meets the requirements for filing under Item 5 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
Exhibits
- --------
99.1 Press Release dated April 12, 2000.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Greater Bay Bancorp
(Registrant)
Dated: April 20, 2000 By: /s/ Linda M. Iannone
---------------------------------------
Linda M. Iannone
Senior Vice President and General
Counsel
3
<PAGE>
Exhibit Index
-------------
99.1 Press Release dated April 12, 2000
4
<PAGE>
EXHIBIT 99.1
Press Release dated April 12, 2000
<TABLE>
<S> <C>
For Information Contact
- -----------------------
At Greater Bay Bancorp: At Financial Relations Board:
David L. Kalkbrenner Christina Carrabino (general information)
President and CEO Stephanie Mishra (analyst contact)
(650) 614-5767 (415) 986-1591
Steven C. Smith
EVP, CAO and CFO
(650) 813-8222
</TABLE>
FOR IMMEDIATE RELEASE
GREATER BAY BANCORP'S FIRST QUARTER EARNINGS, INCLUDING TECHNOLOGY GAINS AND
EXCLUDING MERGER COSTS, REACHES $1.07 PER SHARE
PALO ALTO, CA, April 12, 2000 -- Greater Bay Bancorp (Nasdaq: GBBK), a $3.2
billion in assets financial services holding company, today announced record
results for the first quarter ended March 31, 2000. Net income for the first
quarter of 2000 increased 107.7% to $13.5 million, or $0.91 per diluted share,
compared to net income of $6.5 million, or $0.46 per diluted share, for the
first quarter of 1999. The first quarter 2000 results included nonrecurring
warrant income of $8.6 million compared to nonrecurring warrant income of $4,000
during the first quarter of 1999. In addition, the first quarter of 2000
included nonrecurring merger related costs and extraordinary items of $2.4
million compared to nonrecurring merger related costs and extraordinary items of
$88,000 in the first quarter of 1999. As a result, net income, including
nonrecurring warrant income and excluding nonrecurring merger related expenses
and extraordinary items, increased 140.9% to $15.9 million, or $1.07 per diluted
share, for the first quarter of 2000, compared to $6.6 million, or $0.47 per
diluted share, in the first quarter of 1999.
Greater Bay Bancorp's core earnings, which is its net income, excluding
nonrecurring warrant income, merger related costs and extraordinary items, for
the first quarter of 2000 increased 65.3% to $10.8 million, or $0.73 per diluted
share, compared to $6.6 million, or $0.47 per diluted share, in the first
quarter of 1999. Based on its core earnings for the first quarter of 2000,
Greater Bay Bancorp's return on average equity was 23.75%, its return on average
assets was 1.43% and its efficiency ratio was 45.53%. During the first quarter
of 1999, Greater Bay Bancorp's core earnings resulted in return on average
equity of 20.04%, return on average assets of 1.25% and an efficiency ratio of
56.46%.
At March 31, 2000, Greater Bay Bancorp's total assets were $3.2 billion, an
increase of 40.8% or $927 million from March 31, 1999. Total loans grew to $2.1
billion, an increase of 40.3% or $599 million from March 31, 1999 while total
deposits increased to $2.8 billion, an increase of 43.4% or $862 million from
March 31, 1999.
<PAGE>
"Once again, Greater Bay Bancorp has achieved record operating results, as our
earnings per share, return on shareholders' equity and quality asset growth
continue to exceed expectations and are significantly higher than industry
averages for high performing banks", said David Kalkbrenner, president and chief
executive officer of Greater Bay Bancorp.
Mr. Kalkbrenner continued "In addition we are very pleased to report that
realized warrant positions generated by our Venture Banking Group contributed
$8.6 million of income or $0.34 per diluted share to our first quarter 2000
operating results. When these gains are combined with our core earnings per
share of $0.73, Greater Bay Bancorp's earnings increased to $1.07 per share,
excluding the one time Mt. Diablo National Bank merger costs. We are confident
that our Venture Banking Group will continue to contribute nonrecurring warrant
income to our operating results in the future; however, the amount of income
realized by the Company from the warrants in future periods may vary materially
from the current realized amount."
Mr. Kalkbrenner also stated, "While the Venture Banking Group's contributions
were significant to our first quarter results, it is important to recognize that
Greater Bay Bancorp continues to be a dominant force in its core business of
Super Community Banking. During the quarter we closed our sixth acquisition in
three years with the addition of Mt. Diablo National Bank and have three other
quality community banks scheduled to join the Greater Bay family by the end of
2000. We believe this provides Greater Bay a unique opportunity to be the bank
of choice for many businesses and business owners who want the personal
relationship of a small bank, yet need the services and lending limits a big
bank can provide."
Greater Bay Bancorp's ratio of non-performing assets to total assets was 0.19%
at March 31, 2000, compared to 0.19% at December 31, 1999 and 0.21% at March 31,
1999. In addition, the allowance for loan losses represented 2.15% of total
loans and 723.6% of total non-performing assets at March 31, 2000, compared to
2.10% and 728.7% at December 31, 1999 and 574.7% at March 31, 1999.
Non-interest income continues to grow, reflecting Greater Bay Bancorp's efforts
to further diversify its revenue stream. During the first quarter ended March
31, 2000, the Company's trust fees, depositor services fees, gain on sale of SBA
loans, and loan and international banking fees were $2.8 million, up 29.8% from
--------
$2.2 million in the first quarter of 1999.
Greater Bay Bancorp's capital ratios continue to be above the well-capitalized
guidelines established by the bank regulatory agencies.
Greater Bay Bancorp recently signed definitive agreements to merge with Coast
Bancorp, Santa Cruz, California, which is anticipated to close in the second
quarter of 2000; Bank of Santa Clara, Santa Clara, California, which is
anticipated to close in the third quarter of 2000 and Bank of Petaluma,
Petaluma, California, which is anticipated to close in the fourth quarter of
2000. On a pro forma basis, as if these mergers had occurred on March 31, 2000,
Greater Bay Bancorp would have had assets of approximately $4.1 billion.
<PAGE>
Greater Bay Bancorp through its seven subsidiary banks, Bay Area Bank, Bay Bank
of Commerce, Cupertino National Bank, Golden Gate Bank, Mid-Peninsula Bank, Mt.
Diablo National Bank, and Peninsula Bank of Commerce, along with its operating
divisions, serves clients throughout Silicon Valley, San Francisco, the San
Francisco Peninsula, and the Contra Costa Tri-Valley Region, with offices
located in Blackhawk, Cupertino, Danville, Fremont, Hayward, Lafayette,
Millbrae, Palo Alto, Pleasanton, Redwood City, San Francisco, San Jose, San
Leandro, San Mateo, San Ramon, Santa Clara, and Walnut Creek.
Safe Harbor
This document may contain forward-looking statements that are subject to risks
and uncertainties that could cause actual results to differ materially from
those projected. For a discussion of factors that could cause actual results to
differ, please see the publicly available Securities and Exchange Commission
filings of Greater Bay Bancorp, including its Annual Report on Form 10-K for the
year ended December 31, 1999, and particularly the discussion of risk factors
within such documents.
We have historically obtained rights to acquire stock, in the form of warrants,
in certain clients as part of negotiated credit facilities. We may not be able
to realize gains from these equity instruments in future periods due to
fluctuations in the market prices of the underlying common stock of these
companies. The timing and amount of income, if any, from the disposition of
client warrants typically depend upon factors beyond our control, including the
general condition of the public equity markets, levels of mergers and
acquisitions activity, and legal and contractual restrictions on our ability to
sell the underlying securities. Therefore, future gains cannot be predicted
with any degree of accuracy and are likely to vary materially from period to
period. In addition, a significant portion of the income we realize from the
disposition of client warrants may be offset by expenses related to our efforts
to build an infrastructure sufficient to support our present and future business
activities, as well as expenses incurred in evaluating and pursuing new business
opportunities, or by increases to the provision for loan losses.
For investor information on Greater Bay Bancorp at no charge, call our automated
shareholder information line at 1-800-PRO-INFO (1-800-776-4636) and enter code
GBBK. For international access, dial 1-201-432-6555.
- FINANCIAL TABLES FOLLOW -
<PAGE>
Page 4
GREATER BAY BANCORP
MARCH 31, 2000 - FINANCIAL SUMMARY
($ in 000's, except share and per share data)
SELECTED CONSOLIDATED FINANCIAL CONDITION DATA:
<TABLE>
<CAPTION>
March 31 Dec 31 Sept 30 June 30
2000 1999 1999 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Cash and Due From Banks $ 139,742 $ 107,591 $ 121,742 $ 114,398
Investments 869,459 725,976 695,015 675,288
Loans:
Commercial 917,326 810,399 750,895 707,024
Term Real Estate - Commercial 522,852 484,076 441,510 373,443
----------- ----------- ----------- -----------
Total Commercial 1,440,178 1,294,475 1,192,405 1,080,467
Construction 441,085 417,326 347,715 315,408
Real Estate - Other 97,437 92,688 98,336 100,511
Consumer and Other 111,269 123,528 111,305 109,758
Deferred Loan Fees, Net (7,321) (6,840) (6,230) (5,818)
----------- ----------- ----------- -----------
Total Loans 2,082,648 1,921,177 1,743,531 1,600,326
Allowance for Loan Losses (44,820) (40,421) (33,028) (29,187)
----------- ----------- ----------- -----------
Total Loans, Net 2,037,828 1,880,756 1,710,503 1,571,139
Other Assets 150,613 131,765 114,090 103,326
----------- ----------- ----------- -----------
Total Assets $ 3,197,642 $ 2,846,088 $ 2,641,350 $ 2,464,151
=========== =========== =========== ===========
Deposits:
Demand, Non-Interest Bearing $ 627,116 $ 514,482 $ 468,674 $ 416,978
NOW, MMDA and Savings 1,668,289 1,463,517 1,374,684 1,258,623
Time Certificates, $100,000 and over 476,975 434,540 403,679 368,020
Other Time Certificates 73,086 93,847 112,446 112,364
----------- ----------- ----------- -----------
Total Deposits 2,845,466 2,506,386 2,359,483 2,155,985
----------- ----------- ----------- -----------
Other Borrowings 41,100 69,100 52,678 90,635
Other Liabilities 53,226 47,007 33,582 28,234
----------- ----------- ----------- -----------
Total Liabilities 2,939,792 2,622,493 2,445,743 2,274,854
----------- ----------- ----------- -----------
Trust Preferred Securities 59,500 50,000 50,000 50,000
Stockholders' Equity 198,350 173,595 145,607 139,297
----------- ----------- ----------- -----------
Regulatory Capital 257,850 223,595 195,607 189,297
----------- ----------- ----------- -----------
Total Liabilities and Shareholders' Equity $ 3,197,642 $ 2,846,088 $ 2,641,350 $ 2,464,151
=========== =========== =========== ===========
Average Quarterly Total Loans, excluding Nonaccrual $ 1,985,551 $ 1,814,744 $ 1,675,088 $ 1,548,566
Average Quarterly Investments $ 842,904 $ 800,475 $ 672,376 $ 670,236
Average Quarterly Interest Earning Assets $ 2,828,455 $ 2,615,219 $ 2,347,464 $ 2,218,803
Average Quarterly Interest Bearing Liabilities $ 2,244,839 $ 2,108,995 $ 1,934,828 $ 1,826,994
Average Quarterly Assets $ 3,043,787 $ 2,811,106 $ 2,534,508 $ 2,388,154
Average Quarterly Equity $ 183,592 $ 151,094 $ 144,073 $ 141,635
Regulatory Capital
Tier I or Leverage Capital $ 269,549 $ 218,524 $ 190,680 $ 179,872
Total Capital $ 306,443 $ 252,994 $ 226,092 $ 214,571
Nonperforming Assets
Nonaccrual Loans $ 5,170 $ 4,418 $ 6,028 $ 3,487
Loans 90 Days Past Due & Accruing 10 51 -- 199
Restructured Loans 743 807 1,492 1,034
OREO 271 271 515 595
----------- ----------- ----------- -----------
Total Nonperforming Assets $ 6,194 $ 5,547 $ 8,035 $ 5,315
=========== =========== =========== ===========
Greater Bay Trust Company Assets $ 751,677 $ 697,435 $ 652,054 $ 659,414
<CAPTION>
Mar 31
1999
-----------
<S> <C>
Cash and Due From Banks $ 98,553
Investments 621,728
Loans:
Commercial 651,860
Term Real Estate - Commercial 369,663
-----------
Total Commercial 1,021,523
Construction 272,300
Real Estate - Other 90,417
Consumer and Other 105,329
Deferred Loan Fees, Net (5,598)
-----------
Total Loans 1,483,971
Allowance for Loan Losses (26,866)
-----------
Total Loans, Net 1,457,105
Other Assets 92,908
-----------
Total Assets $ 2,270,294
===========
Deposits:
Demand, Non-Interest Bearing $ 397,632
NOW, MMDA and Savings 1,124,487
Time Certificates, $100,000 and over 346,372
Other Time Certificates 115,269
-----------
Total Deposits 1,983,760
-----------
Other Borrowings 72,735
Other Liabilities 27,739
-----------
Total Liabilities 2,084,234
-----------
Trust Preferred Securities 50,000
Stockholders' Equity 136,060
-----------
Regulatory Capital 186,060
-----------
Total Liabilities and Shareholders' Equity $ 2,270,294
===========
Average Quarterly Total Loans, excluding Nonaccrual $ 1,403,292
Average Quarterly Investments $ 562,272
Average Quarterly Interest Earning Assets $ 1,965,564
Average Quarterly Interest Bearing Liabilities $ 1,609,827
Average Quarterly Assets $ 2,133,395
Average Quarterly Equity $ 132,773
Regulatory Capital
Tier I or Leverage Capital $ 167,903
Total Capital $ 207,371
Nonperforming Assets
Nonaccrual Loans $ 3,104
Loans 90 Days Past Due & Accruing --
Restructured Loans 951
OREO 620
-----------
Total Nonperforming Assets $ 4,675
===========
Greater Bay Trust Company Assets $ 630,840
SELECTED QUARTERLY CONSOLIDATED FINANCIAL CONDITION RATIOS:
<CAPTION>
Mar 31 Dec 31 Sept 30
2000 1999 1999
--------- -------- --------
<S> <C> <C> <C>
Loan to Deposit Ratio 73.19% 76.65% 73.89%
Ratio of Allowance for Loan Losses to:
Total Loans 2.15% 2.10% 1.89%
Total Nonperforming Assets 723.60% 728.70% 411.05%
Total Nonperforming Assets to Total Assets 0.19% 0.19% 0.30%
Ratio of Quarterly Net Charge-offs to Average Loans, annualized -0.34% -0.28% 0.02%
Ratio of YTD Net Charge-offs to Average Loans, annualized -0.34% -0.09% -0.02%
Internal Loan Growth, Annualized 33.80% 40.42% 35.89%
Recurring Revenue Growth, Annualized 23.79% 60.88% 58.21%
Earning Assets to Total Assets 92.39% 93.10% 92.33%
Earning Assets to Interest-Bearing Liabilities 127.40% 125.51% 122.34%
Capital Ratios:
Leverage (1) 8.86% 7.77% 7.52%
Tier 1 Risk Based Capital (1) 10.10% 9.16% 8.78%
Total Risk Based Capital (1) 11.48% 10.61% 10.41%
Risk Weighted Assets $2,669,973 $ 2,384,511 $ 2,172,461
Book Value Per Share $ 14.03 $ 12.43 $ 10.87
Total Shares Outstanding 14,134,268 13,964,065 13,390,746
<CAPTION>
June 30 Mar 31
1999 1999
-------- -------
<S> <C> <C>
SELECTED QUARTERLY CONSOLIDATED FINANCIAL CONDITION RATIOS:
Loan to Deposit Ratio 74.23% 74.81%
Ratio of Allowance for Loan Losses to:
Total Loans 1.82% 1.81%
Total Nonperforming Assets 549.14% 574.67%
Total Nonperforming Assets to Total Assets 0.22% 0.21%
Ratio of Quarterly Net Charge-offs to Average Loans, annualized -0.01% -0.07%
Ratio of YTD Net Charge-offs to Average Loans, annualized -0.04% -0.07%
Internal Loan Growth, Annualized 31.80% 47.47%
Recurring Revenue Growth, Annualized 44.73% 2.60%
Earning Assets to Total Assets 92.44% 92.86%
Earning Assets to Interest-Bearing Liabilities 121.19% 123.37%
Capital Ratios:
Leverage (1) 7.53% 7.87%
Tier 1 Risk Based Capital (1) 9.33% 9.29%
Total Risk Based Capital (1) 11.13% 11.47%
Risk Weighted Assets $ 1,927,955 $ 1,807,523
Book Value Per Share $ 10.47 $ 10.38
Total Shares Outstanding 13,310,362 13,109,887
</TABLE>
Note: Prior periods have been restated to reflect the mergers between Greater
Bay Bancorp, Bay Area Bancshares, Bay Commercial Services and Mt. Diablo
Bancshares on a pooling-of-interests basis.
<PAGE>
Greater Bay Bancorp Announces First Quarter Earnings
Financial Tables
Page 5
GREATER BAY BANCORP
MARCH 31, 2000 - FINANCIAL SUMMARY
($ in 000's, except share and per share data)
SELECTED QUARTERLY CONSOLIDATED OPERATING DATA:
<TABLE>
<CAPTION>
First Fourth Third
Quarter Quarter Quarter
2000 1999 1999
-------- -------- --------
<S> <C> <C> <C>
Interest Income $ 61,230 $ 55,568 $ 49,426
Interest Expense 24,852 22,513 19,830
-------- -------- --------
Net Interest Income Before Provision for Loan Losses 36,378 33,055 29,596
Provision for Loan Losses 5,227 6,232 3,752
-------- -------- --------
Net Interest Income After Provision for Loan Losses 31,151 26,823 25,844
Other Income:
Trust Fees 924 774 768
Depositor Service Fees 811 916 791
ATM Fees 425 474 620
Loan and International Banking Fees 991 862 871
Gain on Sale of SBA Loans 108 85 272
Gain/(loss) on Investments (1) (23) 4
Other Income (1) 2,827 3,949 1,836
-------- -------- --------
6,085 7,037 5,162
Nonrecurring - Warrant Income (5) 8,609 14,278 --
-------- -------- --------
Other Income 14,694 21,315 5,162
Operating Expenses:
Compensation and Benefits 10,979 10,745 9,482
Occupancy and Equipment 3,917 3,449 2,978
Professional Services & Legal 806 481 756
Client Services 500 474 323
FDIC Insurance and Assessments 202 179 167
Other Real Estate, Net 10 (53) 30
Other Expenses 2,921 3,112 3,244
-------- -------- --------
19,335 18,387 16,980
Nonrecurring Expenses (2) (5) -- 11,837 --
-------- -------- --------
Total Operating Expenses 19,335 30,224 16,980
-------- -------- --------
Income Before Income Taxes, Merger and Other Related
Nonrecurring Costs and Extraordinary Items 26,510 17,914 14,026
Income Taxes:
Income Tax Expense 7,058 5,660 5,242
Nonrecurring Income Tax Expense (5) 3,590 (2,046) --
-------- -------- --------
Total Income Tax Expense 10,648 3,614 5,242
Income Before Merger and Other Related Nonrecurring Costs and Extraordinary Items 15,862 14,300 8,784
Merger and Other Related Nonrecurring Costs, net of tax (5) 2,389 3,995 --
-------- -------- --------
Net Income Before Extraordinary Items 13,473 10,305 8,784
Extraordinary Items, net of tax (3) -- -- --
-------- -------- --------
Net Income $ 13,473 $ 10,305 $ 8,784
======== ======== ========
<CAPTION>
Second First
Quarter Quarter
1999 1999
-------- --------
<S> <C> <C>
Interest Income $ 45,155 $ 40,149
Interest Expense 18,283 15,929
-------- --------
Net Interest Income Before Provision for Loan Losses 26,872 24,220
Provision for Loan Losses 1,917 1,163
-------- --------
Net Interest Income After Provision for Loan Losses 24,955 23,057
Other Income:
Trust Fees 727 721
Depositor Service Fees 660 712
ATM Fees 501 515
Loan and International Banking Fees 651 449
Gain on Sale of SBA Loans 351 302
Gain/(loss) on Investments -- --
Other Income (1) 591 419
-------- --------
3,481 3,118
Nonrecurring - Warrant Income (5) 226 4
-------- --------
Other Income 3,707 3,122
Operating Expenses:
Compensation and Benefits 9,129 8,714
Occupancy and Equipment 2,750 3,026
Professional Services & Legal 601 580
Client Services 138 439
FDIC Insurance and Assessments 128 117
Other Real Estate, Net 15 21
Other Expenses 3,403 2,537
-------- --------
16,164 15,434
Nonrecurring Expenses (2) (5) 323 --
-------- --------
Total Operating Expenses 16,487 15,434
-------- --------
Income Before Income Taxes, Merger and Other Related
Nonrecurring Costs and Extraordinary Items 12,175 10,745
Income Taxes:
Income Tax Expense 4,883 4,181
Nonrecurring Income Tax Expense (5) (173) --
-------- --------
Total Income Tax Expense 4,710 4,181
Income Before Merger and Other Related Nonrecurring Costs and Extraordinary Items 7,465 6,564
Merger and Other Related Nonrecurring Costs, net of tax (5) 2,492 --
-------- --------
Net Income Before Extraordinary Items 4,973 6,564
Extraordinary Items, net of tax (3) -- (88)
-------- --------
Net Income $ 4,973 $ 6,476
======== ========
<CAPTION>
SELECTED QUARTERLY CONSOLIDATED OPERATING RATIOS:
First Fourth Third
Quarter Quarter Quarter
2000 1999 1999
-------------- -------------- -------------
<S> <C> <C> <C>
Income Per Share (Before Nonrecurring, Merger and Extraordinary
Items) (5)
Basic $ 0.77 $ 0.73 $ 0.66
Diluted $ 0.73 $ 0.68 $ 0.62
Income Per Share (Before Merger and Extraordinary Items)
Basic $ 1.13 $ 1.06 $ 0.66
Diluted $ 1.07 $ 0.99 $ 0.62
Net Income Per Share
Basic $ 0.96 $ 0.77 $ 0.66
Diluted $ 0.91 $ 0.72 $ 0.62
Weighted Average Common Shares Outstanding 14,031,000 13,459,000 13,394,000
Weighted Average Common & Common Equivalent
Shares Outstanding 14,763,000 14,400,000 14,190,000
Return on Period Average Assets, annualized (4) 1.43% 1.38% 1.38%
Return on Period Average Equity, annualized (4) 23.75% 25.77% 24.19%
Net Interest Margin - Average Earning Assets 5.17% 5.01% 5.00%
Operating Expense Ratio (Before Nonrecurring, Merger and
Extraordinary Items) 2.55% 2.60% 2.66%
Efficiency Ratio (Before Nonrecurring, Merger and
Extraordinary Items) 45.53% 45.86% 48.85%
<CAPTION>
Second First
Quarter Quarter
1999 1999
----------- -----------
<S> <C> <C>
SELECTED QUARTERLY CONSOLIDATED OPERATING RATIOS:
Income Per Share (Before Nonrecurring, Merger and Extraordinary Items) (5)
Basic $ 0.56 $ 0.50
Diluted $ 0.53 $ 0.47
Income Per Share (Before Merger and Extraordinary Items)
Basic $ 0.56 $ 0.50
Diluted $ 0.53 $ 0.47
Net Income Per Share
Basic $ 0.38 $ 0.50
Diluted $ 0.35 $ 0.46
Weighted Average Common Shares Outstanding 13,231,000 13,053,000
Weighted Average Common & Common Equivalent
Shares Outstanding 14,070,000 13,973,000
Return on Period Average Assets, annualized (4) 1.24% 1.25%
Return on Period Average Equity, annualized (4) 20.93% 20.04%
Net Interest Margin - Average Earning Assets 4.86% 5.00%
Operating Expense Ratio (Before Nonrecurring, Merger and Extraordinary Items) 2.71% 2.93%
Efficiency Ratio (Before Nonrecurring, Merger and Extraordinary Items) 53.25% 56.46%
</TABLE>
(1) Q1 2000, Q4 and Q3 of 1999 include a $2.1 million, $3.1 million, and
$900,000 gain on an equity investment, respectively.
(2) Q4 and Q2 of 1999 Nonrecurring Expenses are comprised of $7.4 million and
$323,000 in donations to the GBB Foundation, respectively.
(3) Includes $88,000 loss on early retirement of subordinated debt.
(4) Before Nonrecurring, Merger and Extraordinary Items of $2.6 million, net of
tax, in Q1 2000; $492,000, net of tax, in Q4 1999; $2.5 million, net of tax,
in Q2 1999; $88,000, net of tax, in Q1 1999.
(5) Components of Nonrecurring, Merger and Extraordinary Items. Net Income
excluding these items is $10,843 for Q1 2000, $9,813 for Q4 1999; $8,784 for
Q3 1999; $7,389 for Q2 1999 and $6,560 for Q1 1999.
Note: Prior periods have been restated to reflect the mergers between Greater
Bay Bancorp, Bay Area Bancshares, Bay Commercial Services and Mt. Diablo
Bancshares on a pooling-of-interests basis.