<PAGE> 1
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)
JANUARY 20, 2000
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in charter)
MASSACHUSETTS 0-17089 04-2976299
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
TEN POST OFFICE SQUARE, BOSTON, MASSACHUSETTS 02109
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(617) 912-1900
<PAGE> 2
ITEM 5. OTHER EVENTS.
On January 20, 2000, Boston Private Financial Holdings, Inc. (the
"Company") announced its strongest ever fourth quarter and year-end results,
with 28 consecutive quarters of successful back-to-back earnings growth for the
investment, wealth management and banking company. The Company also announced
the declaration of its first-ever cash dividend to shareholders.
FOURTH QUARTER RESULTS
For the three months ending December 31, 1999, operating income, not
including non-recurring merger expenses, increased to $2.8 million, or $0.24 per
diluted share. This is 70% higher than the year earlier period when operating
earnings were $1.7 million, or $0.14 per diluted share. During the quarter, the
Company completed the acquisition of RINET Company, Inc., a fee-only financial
planning firm catering to high net worth clients. Non-recurring expenses in
connection with this transaction of $180,000, net of tax, were recorded during
the quarter thus reducing reported earnings to $2.6 million, or $0.22 per
diluted share. Business was robust during the quarter in all three operating
companies-RINET, Westfield Capital Management Company, Inc. and Boston Private
Bank & Trust Company. In particular, solid investment performance enabled
Westfield's limited partnerships to contribute $2.9 million, or 6.8% of the
Company's full year consolidated revenues of $42.5 million. Timothy L. Vaill,
Chairman and Chief Executive Officer of Boston Private Financial Holdings, said,
"We are pleased with the diversification of our revenue stream which is
comprised of 41% of net interest income, 42% in investment management fees, 7%
from financial planning fees, and 10% in limited partnership and banking service
fees. We saw significant business growth this quarter to which virtually all
areas of the Company contributed."
1999 FULL-YEAR RESULTS
For the year ended December 31, 1999, the Company reported operating
earnings of $7.5 million, or $0.63 per diluted share, an increase of 37% over
the 1998 results. Due to the previously mentioned RINET acquisition costs and a
one-time $125,000 charge to reflect the cumulative effect of a change in
accounting principle recorded in the first quarter of 1999, the Company reported
earnings for the year of $7.2 million, or $0.60 per diluted share. "Even after
the non-recurring adjustments, we are pleased with the 32% year-over-year
increase", Vaill said. "This earnings growth should place us in the top tier of
our competitive universe."
Each of the Company's three operating businesses made substantial
contributions to its overall performance. Client assets under management
combined with the Bank's assets exceeded $4 billion at year-end, solidly
establishing the Company among the non family-owned wealth management firms. Mr.
Vaill went on to say, "We are delighted with our success and, with fee income at
59% of total revenues, are pleased to be in the vanguard with respect to this
important component. I believe that this ratio is the hallmark of the most
successful wealth management companies, and provides an enviable revenue stream.
Clients want superior service and Boston Private is ready to lead its
world-class staff into the next century through our continuous efforts of
providing quality products with the utmost personal attention."
Mr. Vaill went on to note the significant business achievements that have
highlighted the consecutive years of earnings growth, citing the 5-year
compounded annual growth rates at Boston Private Bank of loans (32%), deposits
(24%), and assets under management (64%). In addition to sustaining a 5-year
compounded annual growth rate in excess of 20%, Mr. Vaill also pointed out that
net income per employee more than tripled during the last seven years. Moreover,
Westfield Capital continues to outperform its small-cap benchmark and closed
1999 well ahead in this category. Finally, the addition of RINET gives the
Company the opportunity to provide the critical "up-front" planning services,
involving complex tax strategies and comprehensive family planning matters, and
the allocation of investments to be
<PAGE> 3
managed with a global perspective. "We are extraordinarily well positioned to be
a leader in this field as we enter the new century," concluded Vaill.
TECHNOLOGY ADVANCES
In 1999, Boston Private Financial Holdings took bold steps toward
fulfilling its future promise with the introduction of its new Internet banking
service: E-Private Banker. Announced in October, the high-tech banking product
allows clients to transfer funds, review account activity, pay bills and
supervise their accounts from the comfort of their homes or offices any time of
day or night. "E-Private Banker is our initial step in recognizing that high net
worth clients want convenient access to information," says Vaill. "Our plan is
to have all aspects of our planning, banking and investing capabilities
available through multiple distribution channels, including the Internet."
The Company also announced that the Y2K rollover into the next century was
successful. "We worked hard to achieve this result and we will remain extra
vigilant through the next several operating cycles to ensure that the Y2K bug is
indeed, dead" said Mr. Vaill. "To our knowledge our clients experienced, at
most, only minor inconveniences throughout this period," he continued, "and we
very much appreciate their cooperation and the confidence they showed in Boston
Private prior to, during and after the changeover to the New Millennium".
DIVIDEND ANNOUNCED
Concurrent with the release of 1999 earnings, the Board of Directors of
Boston Private Financial Holdings also declared the Company's
first-ever-quarterly dividend to shareholders of $0.03 per share. The dividend
will be paid on February 14, 2000, to shareholders of record on January 31,
2000. Mr. Vaill said, "We have loyal, long-term investors who continue to add
shares to their investment portfolios and who are of significant help to the
Company as we pursue our strategy. We see this dividend as a reward for their
past and continued loyalty. During 1999, and indeed, over the past seven years,
the Company has demonstrated a record of sustained earnings growth, and we
wanted to share this success with our investors as we continue to pursue our
business expansion plans. We think this is an appropriate way to enter the new
century."
BOSTON PRIVATE FINANCIAL HOLDINGS offers a full range of financial
planning, investment management, private banking, commercial and residential
lending services to its domestic and international clientele through its three
subsidiaries: Boston Private Bank & Trust Company, Westfield Capital Management
Company, Inc. and RINET Company, Inc. The firm acquired Boston-based RINET
Company, Inc. in a transaction that closed on October 15, 1999.
BOSTON PRIVATE BANK & TRUST COMPANY specializes in providing private
banking and investment services to individuals, their families and businesses.
It has an investment management emphasis on mid to large cap equity and actively
managed fixed income portfolios. Boston Private Bank & Trust Company also offers
a First Time Homebuyer Program and "soft second" mortgage financing. Under its
Accessible Banking Program, the Bank is an active provider of real estate
financing for affordable housing, economic development and small businesses.
WESTFIELD CAPITAL MANAGEMENT COMPANY, whose clients consist of high net
worth individuals, corporate pension funds, endowments and foundations,
specializes in separately managed growth equity portfolios. Westfield also acts
as the investment manager of five limited partnerships. Its investment services
include a particular focus on identifying and managing small and mid cap equity
positions as well as balanced growth accounts.
2
<PAGE> 4
RINET COMPANY provides fee-only financial planning, tax planning and
investment management services to high net worth individuals and their families.
Its capabilities include tax planning and preparation, asset allocation, estate
planning, charitable planning, planning for employment benefits, including
401(k) plans, alternative investment analysis and mutual fund investing.
Certain matters discussed herein may constitute forward-looking statements
within the meaning of the federal securities laws. The Company's actual results
could differ materially from those projected in the forward-looking statements
as the result of, among other factors, changes in loan defaults and charge-off
rates, reduction in deposit levels necessitating increased borrowing to fund
loans and investments, changes in interest rates, and in the securities or
financial markets, or in general economic conditions, changes in assumptions
used in making such forward-looking statements, as well as factors identified
from time to time in the Company's filings with the Securities & Exchange
Commission.
3
<PAGE> 5
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
---------------------------------
DECEMBER 31, DECEMBER 31,
1999 1998
---------------------------------
<S> <C> <C>
(Dollars In thousands, Except Per share Data)
Total Balance Sheet Assets .................. $ 567,373 $ 457,815
Stockholders' Equity ........................ 39,145 32,613
Total Loans ................................. 450,388 348,951
Allowance for Loan Losses ................... 5,336 4,386
Nonperforming Loans ......................... 1,317 565
Other Real Estate Owned ..................... -- --
Nonperforming Assets ........................ 1,317 565
Deposits .................................... 420,535 334,852
Borrowings .................................. 97,259 82,643
Book Value Per Share ........................ $ 3.37 $ 2.83
Market Price Per Share ...................... $ 8.50 $ 8.50
Client Assets Under Management .............. $3,660,000 $2,839,000
FINANCIAL RATIOS:
Stockholders' Equity/Total Assets ........... 6.90% 7.12%
Nonperforming Loans/Total Loans ............. 0.29% 0.16%
Allowance for Loan Losses/Nonperforming Loans 405.16% 776.28%
Nonperforming Assets/Total Assets ........... 0.23% 0.12%
----------------------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------- -----------------------------
YEAR ENDED THREE MONTHS ENDED
------------ ------------ ------------ ------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
(Dollars In Thousands, Except Per Share Data) 1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
OPERATING RESULTS:
Net Interest Income ..................................... $ 17,535 $ 14,148 $ 4,750 $ 3,773
Investment Management and Other Fees .................... 24,960 19,886 8,752 5,624
----------- ----------- ----------- -----------
Total Revenue ........................................... 42,495 34,034 13,502 9,397
Loan Loss Provision ..................................... 999 1,004 250 147
Operating Expense ....................................... 30,307 24,694 8,841 6,674
Merger Expense .......................................... 225* -- 225 --
----------- ----------- ----------- -----------
Income Before Tax ....................................... 10,964 8,336 4,186 2,576
Income Tax Expense ...................................... 3,643 2,865 1,552 919
----------- ----------- ----------- -----------
Income before cumulative effect of a change in accounting
principle ............................................. 7,321 5,471 2,634 1,657
Cumulative effect of a change in accounting principle ... (125)* -- -- --
----------- ----------- ----------- -----------
NET INCOME .............................................. $ 7,196 $ 5,471 $ 2,634 $ 1,657
=========== =========== =========== ===========
PER SHARE DATA:
Basic Earnings Per Share:
Income before cumulative effect of a change
in accounting principle ............................ $ 0.63 $ 0.48 $ 0.23 $ 0.14
Cumulative effect of a change in accounting
principle .......................................... $ (0.01) $ 0.00 $ 0.00 $ 0.00
----------- ----------- ----------- -----------
Net Income ........................................... $ 0.62 $ 0.48 $ 0.23 $ 0.14
=========== =========== =========== ===========
Diluted Earnings Per Share:
Income before cumulative effect of a change
in accounting principle ............................ $ 0.61 $ 0.46 $ 0.22 $ 0.14
Cumulative effect of a change in accounting
principle .......................................... $ (0.01) $ 0.00 $ 0.00 $ 0.00
----------- ----------- ----------- -----------
Net Income ........................................... $ 0.60* $ 0.46 $ 0.22 $ 0.14
=========== =========== =========== ===========
Average Common Shares Outstanding ....................... 11,590,757 11,483,814 11,613,847 11,510,350
=========== =========== =========== ===========
Average Diluted Shares Outstanding ...................... 11,910,444 11,888,357 11,959,295 11,863,394
=========== =========== =========== ===========
OPERATING RATIOS:
Return on Average Equity ................................ 20.05%* 18.79% 28.37% 20.81%
Return on Average Assets ................................ 1.41%* 1.34% 1.96% 1.50%
Net Interest Margin ..................................... 3.74% 3.78% 3.69% 3.67%
Total Fees/Total Revenue ................................ 58.74% 58.43% 64.82% 59.85%
Efficiency Ratio ........................................ 71.32% 72.56% 65.48% 71.02%
</TABLE>
*IF THE NON-RECURRING CHARGES FROM THE MERGER EXPENSES AND THE CUMULATIVE
CHANGE IN ACCOUNTING PRINCIPLE RELATED TO THE WRITE-OFF OF ORGANIZATIONAL
EXPENSES WERE EXCLUDED, DILUTED EARNINGS PER SHARE, RETURN ON EQUITY AND
RETURN ON ASSETS FOR THE YEAR ENDED DECEMBER 31, 1999 IS $0.63 PER SHARE,
20.90% AND 1.47%, RESPECTIVELY.
4
<PAGE> 6
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
99.1 Press release
5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
Date: January 20, 2000 By: /s/ Walter M. Pressey
-------------------------------------
Walter M. Pressey, Executive Vice
President and Chief Financial Officer
<PAGE> 8
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press release
<PAGE> 1
EXHIBIT 99.1
BOSTON PRIVATE FINANCIAL HOLDINGS
REPORTS RECORD QUARTER AND SEVENTH
CONSECUTIVE YEAR OF INCREASED EARNINGS
DIVIDEND ANNOUNCEMENT LAUNCHES NEW DECADE
BOSTON, MA, JANUARY 20, 2000 - Boston Private Financial Holdings, Inc. (NASDAQ:
BPFH) today announced its strongest ever fourth quarter and year-end results,
with 28 consecutive quarters of successful back-to-back earnings growth for the
investment, wealth management and banking company. The Company also announced
the declaration of its first-ever cash dividend to shareholders.
FOURTH QUARTER RESULTS
For the three months ending December 31, 1999, operating income, not
including non-recurring merger expenses, increased to $2.8 million, or $0.24 per
diluted share. This is 70% higher than the year earlier period when operating
earnings were $1.7 million, or $0.14 per diluted share. During the quarter, the
Company completed the acquisition of RINET Company, Inc., a fee-only financial
planning firm catering to high net worth clients. Non-recurring expenses in
connection with this transaction of $180,000, net of tax, were recorded during
the quarter thus reducing reported earnings to $2.6 million, or $0.22 per
diluted share. Business was robust during the quarter in all three operating
companies-RINET, Westfield Capital Management Company, Inc. and Boston Private
Bank & Trust Company. In particular, solid investment performance enabled
Westfield's limited partnerships to contribute $2.9 million, or 6.8% of the
Company's full year consolidated revenues of $42.5 million. Timothy L. Vaill,
Chairman and Chief Executive Officer of Boston Private Financial Holdings, said,
"We are pleased with the diversification of our revenue stream which is
comprised of 41% of net interest income, 42% in investment management fees, 7%
from financial planning fees, and 10% in limited partnership and banking service
fees. We saw significant business growth this quarter to which virtually all
areas of the Company contributed."
1999 FULL-YEAR RESULTS
For the year ended December 31, 1999, the Company reported operating
earnings of $7.5 million, or $0.63 per diluted share, an increase of 37% over
the 1998 results. Due to the previously mentioned RINET acquisition costs and a
one-time $125,000 charge to reflect the cumulative effect of a change in
accounting principle recorded in the first quarter of 1999, the Company reported
earnings for the year of $7.2 million, or $0.60 per diluted share. "Even after
the non-recurring adjustments, we are pleased with the 32% year-over-year
increase", Vaill said. "This earnings growth should place us in the top tier of
our competitive universe."
Each of the Company's three operating businesses made substantial
contributions to its overall performance. Client assets under management
combined with the Bank's assets exceeded $4 billion at year-end, solidly
establishing the Company among the non family-owned wealth management firms. Mr.
Vaill went on to say, "We are delighted with our success and, with fee income at
59% of total revenues, are pleased to be in the vanguard with respect to this
important component. I believe that this ratio is the hallmark of the most
successful wealth management companies, and provides an enviable revenue stream.
Clients want superior service and Boston Private is ready to lead its
world-class staff into the next century through our continuous efforts of
providing quality products with the utmost personal attention."
1
<PAGE> 2
Mr. Vaill went on to note the significant business achievements that have
highlighted the consecutive years of earnings growth, citing the 5-year
compounded annual growth rates at Boston Private Bank of loans (32%), deposits
(24%), and assets under management (64%). In addition to sustaining a 5-year
compounded annual growth rate in excess of 20%, Mr. Vaill also pointed out that
net income per employee more than tripled during the last seven years. Moreover,
Westfield Capital continues to outperform its small-cap benchmark and closed
1999 well ahead in this category. Finally, the addition of RINET gives the
Company the opportunity to provide the critical "up-front" planning services,
involving complex tax strategies and comprehensive family planning matters, and
the allocation of investments to be managed with a global perspective. "We are
extraordinarily well positioned to be a leader in this field as we enter the new
century," concluded Vaill.
TECHNOLOGY ADVANCES
In 1999, Boston Private Financial Holdings took bold steps toward
fulfilling its future promise with the introduction of its new Internet banking
service: E-Private Banker. Announced in October, the high-tech banking product
allows clients to transfer funds, review account activity, pay bills and
supervise their accounts from the comfort of their homes or offices any time of
day or night. "E-Private Banker is our initial step in recognizing that high net
worth clients want convenient access to information," says Vaill. "Our plan is
to have all aspects of our planning, banking and investing capabilities
available through multiple distribution channels, including the Internet."
The Company also announced that the Y2K rollover into the next century was
successful. "We worked hard to achieve this result and we will remain extra
vigilant through the next several operating cycles to ensure that the Y2K bug is
indeed, dead" said Mr. Vaill. "To our knowledge our clients experienced, at
most, only minor inconveniences throughout this period," he continued, "and we
very much appreciate their cooperation and the confidence they showed in Boston
Private prior to, during and after the changeover to the New Millennium".
DIVIDEND ANNOUNCED
Concurrent with the release of 1999 earnings, the Board of Directors of
Boston Private Financial Holdings also declared the Company's
first-ever-quarterly dividend to shareholders of $0.03 per share. The dividend
will be paid on February 14, 2000, to shareholders of record on January 31,
2000. Mr. Vaill said, "We have loyal, long-term investors who continue to add
shares to their investment portfolios and who are of significant help to the
Company as we pursue our strategy. We see this dividend as a reward for their
past and continued loyalty. During 1999, and indeed, over the past seven years,
the Company has demonstrated a record of sustained earnings growth, and we
wanted to share this success with our investors as we continue to pursue our
business expansion plans. We think this is an appropriate way to enter the new
century."
BOSTON PRIVATE FINANCIAL HOLDINGS offers a full range of financial
planning, investment management, private banking, commercial and residential
lending services to its domestic and international clientele through its three
subsidiaries: Boston Private Bank & Trust Company, Westfield Capital Management
Company, Inc. and RINET Company, Inc. The firm acquired Boston-based RINET
Company, Inc. in a transaction that closed on October 15, 1999.
BOSTON PRIVATE BANK & TRUST COMPANY specializes in providing private
banking and investment services to individuals, their families and businesses.
It has an investment management emphasis on mid to large cap equity and actively
managed fixed income portfolios. Boston Private Bank & Trust Company also offers
a First Time Homebuyer Program and "soft second" mortgage financing. Under its
Accessible
2
<PAGE> 3
Banking Program, the Bank is an active provider of real estate financing for
affordable housing, economic development and small businesses.
WESTFIELD CAPITAL MANAGEMENT COMPANY, whose clients consist of high net
worth individuals, corporate pension funds, endowments and foundations,
specializes in separately managed growth equity portfolios. Westfield also acts
as the investment manager of five limited partnerships. Its investment services
include a particular focus on identifying and managing small and mid cap equity
positions as well as balanced growth accounts.
RINET COMPANY provides fee-only financial planning, tax planning and
investment management services to high net worth individuals and their families.
Its capabilities include tax planning and preparation, asset allocation, estate
planning, charitable planning, planning for employment benefits, including
401(k) plans, alternative investment analysis and mutual fund investing.
Certain matters in this news release may constitute forward-looking
statements within the meaning of the federal securities laws. The Company's
actual results could differ materially from those projected in the
forward-looking statements as the result of, among other factors, changes in
loan defaults and charge-off rates, reduction in deposit levels necessitating
increased borrowing to fund loans and investments, changes in interest rates,
and in the securities or financial markets, or in general economic conditions,
changes in assumptions used in making such forward-looking statements, as well
as factors identified from time to time in the Company's filings with the
Securities & Exchange Commission.
3
<PAGE> 4
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
---------------------------------
DECEMBER 31, DECEMBER 31,
1999 1998
---------------------------------
<S> <C> <C>
(Dollars In thousands, Except Per share Data)
Total Balance Sheet Assets .................. $ 567,373 $ 457,815
Stockholders' Equity ........................ 39,145 32,613
Total Loans ................................. 450,388 348,951
Allowance for Loan Losses ................... 5,336 4,386
Nonperforming Loans ......................... 1,317 565
Other Real Estate Owned ..................... -- --
Nonperforming Assets ........................ 1,317 565
Deposits .................................... 420,535 334,852
Borrowings .................................. 97,259 82,643
Book Value Per Share ........................ $ 3.37 $ 2.83
Market Price Per Share ...................... $ 8.50 $ 8.50
Client Assets Under Management .............. $3,660,000 $2,839,000
FINANCIAL RATIOS:
Stockholders' Equity/Total Assets ........... 6.90% 7.12%
Nonperforming Loans/Total Loans ............. 0.29% 0.16%
Allowance for Loan Losses/Nonperforming Loans 405.16% 776.28%
Nonperforming Assets/Total Assets ........... 0.23% 0.12%
----------------------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------- -----------------------------
YEAR ENDED THREE MONTHS ENDED
------------ ------------ ------------ ------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
(Dollars In Thousands, Except Per Share Data) 1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
OPERATING RESULTS:
Net Interest Income ..................................... $ 17,535 $ 14,148 $ 4,750 $ 3,773
Investment Management and Other Fees .................... 24,960 19,886 8,752 5,624
----------- ----------- ----------- -----------
Total Revenue ........................................... 42,495 34,034 13,502 9,397
Loan Loss Provision ..................................... 999 1,004 250 147
Operating Expense ....................................... 30,307 24,694 8,841 6,674
Merger Expense .......................................... 225* -- 225 --
----------- ----------- ----------- -----------
Income Before Tax ....................................... 10,964 8,336 4,186 2,576
Income Tax Expense ...................................... 3,643 2,865 1,552 919
----------- ----------- ----------- -----------
Income before cumulative effect of a change in accounting
principle ............................................. 7,321 5,471 2,634 1,657
Cumulative effect of a change in accounting principle ... (125)* -- -- --
----------- ----------- ----------- -----------
NET INCOME .............................................. $ 7,196 $ 5,471 $ 2,634 $ 1,657
=========== =========== =========== ===========
PER SHARE DATA:
Basic Earnings Per Share:
Income before cumulative effect of a change
in accounting principle ............................ $ 0.63 $ 0.48 $ 0.23 $ 0.14
Cumulative effect of a change in accounting
principle .......................................... $ (0.01) $ 0.00 $ 0.00 $ 0.00
----------- ----------- ----------- -----------
Net Income ........................................... $ 0.62 $ 0.48 $ 0.23 $ 0.14
=========== =========== =========== ===========
Diluted Earnings Per Share:
Income before cumulative effect of a change
in accounting principle ............................ $ 0.61 $ 0.46 $ 0.22 $ 0.14
Cumulative effect of a change in accounting
principle .......................................... $ (0.01) $ 0.00 $ 0.00 $ 0.00
----------- ----------- ----------- -----------
Net Income ........................................... $ 0.60* $ 0.46 $ 0.22 $ 0.14
=========== =========== =========== ===========
Average Common Shares Outstanding ....................... 11,590,757 11,483,814 11,613,847 11,510,350
=========== =========== =========== ===========
Average Diluted Shares Outstanding ...................... 11,910,444 11,888,357 11,959,295 11,863,394
=========== =========== =========== ===========
OPERATING RATIOS:
Return on Average Equity ................................ 20.05%* 18.79% 28.37% 20.81%
Return on Average Assets ................................ 1.41%* 1.34% 1.96% 1.50%
Net Interest Margin ..................................... 3.74% 3.78% 3.69% 3.67%
Total Fees/Total Revenue ................................ 58.74% 58.43% 64.82% 59.85%
Efficiency Ratio ........................................ 71.32% 72.56% 65.48% 71.02%
</TABLE>
*IF THE NON-RECURRING CHARGES FROM THE MERGER EXPENSES AND THE CUMULATIVE
CHANGE IN ACCOUNTING PRINCIPLE RELATED TO THE WRITE-OFF OF ORGANIZATIONAL
EXPENSES WERE EXCLUDED, DILUTED EARNINGS PER SHARE, RETURN ON EQUITY AND
RETURN ON ASSETS FOR THE YEAR ENDED DECEMBER 31, 1999 IS $0.63 PER SHARE,
20.90% AND 1.47%, RESPECTIVELY.
4
