EXHIBIT 13.1 1995 Annual Report [PHOTOGRAPH] [LOGO] C N B CUPERTINO NATIONAL BANCORP Mission Statement Cupertino National Bancorp is a value-added California financial services company dedicated to providing the highest standard of service to our clients through an empowered professional staff, while achieving a premier return for our shareholders. About the Cover Monolithic Hoover Tower on the Stanford University campus stands as a symbol of the intellectual prowess and unbridled creativity that spawned the world- renowned Silicon Valley. Cupertino National Bank & Trust is expanding to better serve the businesses and residents of the highly desirable Peninsula area with the Spring 1996 opening of our Emerson office in downtown Palo Alto. Financial Highlights (Dollars in thousands, except per share amounts) 1995 1994 1993 1992 1991 - ------------------------------------------------------------------------------------------------------------------------------------ Results of operations: Interest income $ 20,293 $ 15,361 $ 13,333 $ 12,426 $ 12,634 Interest expense 7,354 4,279 3,166 3,542 4,988 --------------------------------------------------------------------- Net interest income 12,939 11,082 10,167 8,884 7,646 Provision for loan losses 681 1,620 1,679 902 382 --------------------------------------------------------------------- Net interest income after provision for loan losses 12,258 9,462 8,488 7,982 7,264 Other income 1,902 3,079 3,154 1,664 890 Operating expenses 13,690 10,444 10,224 6,686 5,271 --------------------------------------------------------------------- Income before income taxes 470 2,097 1,418 2,960 2,883 Income tax expense 157 734 538 1,197 1,140 --------------------------------------------------------------------- Net Income $ 313 $ 1,363 $ 880 $ 1,763 $ 1,743 --------------------------------------------------------------------- Per share data:(1) Net income per primary share $ 0.16 $ 0.76 $ 0.50 $ 1.05 $ 1.04 Net income per fully diluted share $ 0.16 $ 0.76 $ 0.50 $ 1.05 $ 1.04 Cash dividend per share $ 0.20 $ 0.10 -- -- -- Dividend payout ratio 125% 13% -- -- -- Book value per share $ 10.32 $ 10.53 $ 10.02 $ 9.55 $ 8.49 --------------------------------------------------------------------- Balance at year end: Total assets $259,099 $223,144 $192,574 $172,526 $140,607 Loans, net 160,693 135,622 131,533 126,748 104,191 Deposits 236,094 186,722 175,740 156,550 123,975 Other borrowings -- 17,256 -- -- -- Subordinated debt 3,000 -- -- -- -- Shareholders' equity 18,672 18,037 16,219 15,174 13,311 --------------------------------------------------------------------- Average daily balances: Total assets $229,903 $198,162 $183,297 $157,535 $124,810 Loans, net 143,280 127,264 127,210 114,780 96,961 Deposits 197,396 172,385 166,581 142,451 111,564 Shareholders' equity 18,326 17,410 15,337 14,379 12,434 --------------------------------------------------------------------- Selected statistics: Return on average assets 0.1% 0.7% 0.5% 1.1% 1.4% Return on average shareholders' equity 1.7% 7.8% 5.7% 12.3% 14.0% Average equity to average assets 8.0% 8.8% 8.4% 9.1% 10.0% --------------------------------------------------------------------- (1) Per share amounts have been restated to reflect stock dividends of 10% in December 1995, and 5% each, in May 1994, June and December 1993 and in May and December 1992 and 1991. To Our Shareholders, Clients and Friends Even as continued deregulation and consolidation cause the financial industry to become more competitive, exciting opportunities are emerging in many areas. In 1995, we positioned ourselves to move quickly and effectively so we can capitalize on the most promising of these opportunities as they arise. For Cupertino National Bancorp (CNB), 1995 can be divided into two distinct halves. During the first six months of the year, we faced considerable challenges. The closing of our mortgage division and termination of merger discussions with another bank in the first quarter resulted in charges against earnings of approximately $500,000. We also reached a litigation settlement in the second quarter, which resulted in a charge of $1.7 million. But beginning in the third quarter of 1995, the company rebounded strongly, with excellent asset growth, solid performance from several of our divisions, and a healthy increase in profits quarter-to-quarter. The improvement in our operating results, combined with the continued upswing of the economy, gives us solid reasons to be optimistic about 1996. Loans (in millions) [CHART APPEARS HERE] Page 2 Modest profits For the year ended December 31, 1995, CNB recorded net income of $313,000, or $.16 per share, compared to $1.4 million, or $.76 per share, in 1994. Without the charges mentioned above, the company's 1995 net income would have increased to $1.65 million. Total assets rose 16% to $259.1 million, while deposits increased by nearly $50 million, or 26%, to $236.1 million. With the addition of our new Executive Vice President and Senior Lending Officer, David Hood, in 1995, loans grew by more than $30 million, or 23%, to $160.7 million. Equally important, the quality of the bank's assets showed significant improvement over last year. Total non- performing assets declined from $5 million at year-end 1994 to $3.3 million at the end of 1995, and total classified assets fell from $13.1 million to $7.9 million over the same period. [CHART APPEARS HERE] In the fall of 1995, CNB was successful in adding $3.0 million to our capital base through a private placement of subordinated debt. A substantial portion of the offering was subscribed by directors, officers and other accredited investors, an indication of their confidence in our future. Our strong capital position -- which according to regulatory guidelines classifies the holding company and bank as a well-capitalized financial institution -- enables us to more readily take advantage of growth opportunities in our market area and will be a key to our success in 1996. Page 3 Cupertino National Bancorp's vision is to be a technologically advanced $1 billion family of financial services companies headquartered in the Silicon Valley, serving clients throughout the United States. In 1995, your company made progress in a number of areas that more effectively position us to deliver value to shareholders in the years ahead. Recognizing an opportunity in the marketplace, in the second quarter of the year we invested in a major initiative to expand our Trust Group, with the objective of creating the strongest locally based trust operation in Northern California. We added several new officers to our team, led by Hall Palmer, who was named Executive Vice President and Senior Trust Officer of the Bank. The results of this reformation were immediate and dramatic. The Trust Group's assets under management soared 72% to $270 million by year-end, with most of that growth occurring since May. Further, we expect this rapid rise to continue in 1996 as we penetrate the Palo Alto marketplace with a new office scheduled to open this spring. [PHOTOGRAPH] In the 1950s and 1960s, the Santa Clara Valley was primarily an agricultural region, filled with rows upon rows of fruit trees. Page 4 Another business unit that had a strong year was Venture Lending. Founded in March as the successor to our Emerging Growth Industries division, Venture Lending provides innovative debt financing and other financial services tailored to the needs of startup and growth-stage companies. Under the direction of Senior Vice President and Managing Director Daniel Michener, the division got off to a fast start, closing 29 transactions totaling more than $34 million in financing commitments in its first ten months. This successful launch helped Venture Lending begin turning a profit in only its second full quarter in business. To further expand our range of financing services, in October the Bank established an Asset-Based Lending division. Designed to serve companies that may be undercapitalized or experiencing temporary operating weakness, the new division specializes in both asset-based loans and factoring. To provide a steady deal flow for the new division and to optimize collateral monitoring controls, CNB has set up participation arrangements with two Bay Area financial services companies: an independent asset-based lender in Palo Alto; and an independent factoring company based in Cupertino. [PHOTOGRAPH] Today, this rich and fertile valley remains an idyllic place to live, with an excellent climate, vibrant economy and many educational and cultural opportunities. Page 5 New Emerson Office to Open Another major development that started in 1995 and should be completed by early spring is the construction of our new Emerson office in downtown Palo Alto. The full-service office, our fourth, is designed to provide increased convenience for small businesses, professionals and other individuals in downtown Palo Alto and surrounding neighborhoods. In addition to offering business and consumer banking services, the Emerson office will serve as the headquarters for our fast-growing Trust Group, affording higher visibility and better access to the desirable Peninsula marketplace. We look forward to providing a quality banking and trust alternative in the Palo Alto marketplace. [PHOTOGRAPH] When it opens in May, CNR's Emerson office, at 400 Emerson Street in Palo Alto, will serve the small businesses, professionals, and residents located in or near the downtown area. Other key accomplishments in 1995 include: o Introduction of CNB Cash Manager, a PC-based cash management service that literally puts the bank at our clients' fingertips. The service was well received in 1995 and we expect significant growth in usage and added features during 1996. o Introduction of our Venture Sweep Account, which links a client's checking account to a series of investment funds to simplify corporate cash management requirements. o Upgrade of our computer system to support the needs of CNB and our clients into the next millennium. Page 6 o Incorporation of leading edge technology in every facet of the bank's operations. For example, Venture Lending is on the Internet's World Wide Web, and everyone at the bank has access to e-mail over the Internet, thus improving our communications link with our clients. Strengthening of Our Management Team 1995 was a very successful year for CNB in building its management team for the future. Steven C. Smith, Executive Vice President and Chief Financial Office was promoted to Chief Operating Officer to head CNB's Executive Management Committee in its commitment to improving operating results, continuing earning asset growth and quality client service. Steve's promotion opened the Chief Financial Officer position which was filled early January 1996 by Heidi Wulfe, a Certified Public Accountant with over 20 years of financial services experience. Ms. Wulfe was named Senior Vice President and Chief Financial Officer. These changes combined with the addition of David R. Hood, Executive Vice President and Senior Lending Officer and Hall Palmer, Executive Vice President and Senior Trust Officer had significantly added to the depth and quality of CNB's management team. In 1995, we overcame significant obstacles to maintain our growth and remain profitable. By continuing our focus on improving asset quality and taking advantage of opportunities when and where they arise, we are confident that we will continue to report significant improvements in 1996. /s/ C. Donald Allen /s/ Glen McLaughlin C. Donald Allen Glen McLaughlin President and Chief Executive Officer Chairman Page 7 In mid-January, following a tradition established by founding chairman James Jackson, Glen McLaughlin stepped aside after a six-year term as chairman of the board. During his tenure from 1990 through 1995, he oversaw the growth of your company from one office to three and from $100 million to more than $250 million in assets. He also provided invaluable service to the bank and our shareholders, both in his official capacity as chairman and as a close personal friend. We shall miss his leadership of the board, but are pleased that he will continue to serve as a director. Glen will be replaced by John Gatto, a 10-year member of the board, who has chaired the Director's Loan Committee for the bank for 8 years. We look forward to the significant contributions John will make during his term. /s/ C. Donald Allen Page 8 CUPERTINO NATIONAL BANCORP Management's Discussion and Analysis of Financial Condition and Results of Operations BUSINESS OVERVIEW Cupertino National Bancorp (the "Company") is a California corporation and bank holding company for Cupertino National Bank & Trust (the "Bank"), a national bank with headquarters in Cupertino, California and regional offices in San Jose and Palo Alto, California. Substantially all of the Company's consolidated net income, assets and equity are derived from its investment in the Bank. The Company's business strategy is to provide quality financial services to middle market and emerging growth businesses, real estate construction and development companies and individuals, executives and professionals located in Cupertino, San Jose, Palo Alto and the surrounding communities of Santa Clara and San Mateo Counties. The financial services include corporate and personal relationship banking, residential lending, SBA lending and personal and corporate trust services. The following discussion and analysis is intended to supplement and highlight information contained in the accompanying consolidated financial statements and the financial highlights presented elsewhere in this report. RESULTS OF OPERATIONS Net Income Summary The Company ended 1995 with net income of $313,000, a decrease of 78% from 1994. Net income for 1994 of $1.4 million was a 59% increase over 1993's net income of $880,000. Net income per common and common equivalent share was $.16 in 1995, compared with $.76 in 1994 and $.50 in 1993. The return on average assets and average shareholders' equity were 0.14% and 1.71% in 1995, compared with 0.70% and 7.80% in 1994 and 0.50% and 5.70% in 1993, respectively. The decrease in net earnings in 1995 includes a loss of approximately $1.7 million related to a litigation settlement recorded in the second quarter of 1995 and approximately $500,000 in charges related to the closing of the mortgage division and the termination of merger discussions with another bank in the first quarter of 1995. Excluding these charges, net income for the year would have been $1.65 million. The increase in net income for 1994 was primarily due to an increase in net interest income in 1994 compared to 1993. Net Interest Income Net interest income for 1995 was $12.9 million, compared to $11.1 million in 1994, an increase of $1.8 million or 16.0%. Net interest income for 1994 increased $.9 million or 9% over the $10.2 million in 1993. Net interest income depends primarily on the volume of interest-earning assets and interest-bearing liabilities in relation to the net interest spread (the difference between the yield earned on the Company's interest-earning assets and the interest rate paid on the Company's interest-bearing liabilities) as well as the relative balances of interest-earning assets and interest-bearing liabilities. The smaller the level of interest-earning assets when compared to the level of interest-bearing liabilities, the greater the interest rate spread must be in order to achieve positive net interest income. For 1995, the Company had $211.3 million of average interest-earning assets compared to $179.9 million in 1994 and $165.1 million in 1993. The following table displays the components of the Company's interest rate spread on interest bearing funds and the effective yield for each period. For the Years Ended December 31 1995 1994 1993 - -------------------------------------------------------------------------------- Average rate for the period: Interest-earning assets 9.61% 8.54% 8.07% Interest-bearing liabilities 4.56% 3.30% 2.85% ---------------------------------------- Spread on interest-bearing funds 5.05% 5.24% 5.22% Contribution of interest-free funds 1.07% 0.92% 0.94% ---------------------------------------- Effective yield for the period 6.12% 6.16% 6.16% ---------------------------------------- Page 9 CUPERTINO NATIONAL BANCORP Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) The effective yield in 1995 was 6.12% compared to 6.16% in 1994 and in 1993. The average rate on interest-earning assets increased from 8.54% in 1994 to 9.61% in 1995, an increase of 107 basis points. The average rate on interest- bearing liabilities increased to 4.56% in 1995 from 3.30% in 1994, an increase of 126 basis points. The increase in the average rate of interest-earning assets due to the increased volume of loans and securities, and the higher interest rates received on these assets, were partly offset by higher interest expense rates on increased volumes of deposits and other short term borrowings. The following table presents, for the periods indicated, the Company's total dollar amount of interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest- bearing liabilities and the resultant costs, expressed both in dollars and rates. The table also sets forth the net interest income and the net earning balance for the periods indicated. INTEREST RATE SPREAD ANALYSIS Years Ended December 31, 1995 1994 1993 ---------------------------- --------------------------- ---------------------------- Average Average Average Average Yield/ Average Yield/ Average Yield/ (Dollars in thousands) Balance(1) Interest Rate Balance(1) Interest Rate Balance(1) Interest Rate - ------------------------------------------------------------------------------------------------------------------------------------ Interest-earning assets: Loans(2) $146,650 $16,158 11.02% $127,264 $12,608 9.91% $127,210 $11,895 9.35% Investment securities, short term investments and cash equivalents 64,613 4,135 6.40% 52,664 2,753 5.23% 37,913 1,438 3.79% ---------------------------------------------------------------------------------------- Total interest-earning assets(3) 211,263 20,293 9.61% 179,928 15,361 8.54% 165,123 13,333 8.07% Noninterest-earning assets 18,640 18,234 18,174 ---------------------------------------------------------------------------------------- Total assets $229,903 $20,293 8.83% $198,162 $15,361 7.75% $183,297 $13,333 7.27% ======================================================================================== Interest-bearing liabilities: Deposits: NOW and MMDA $ 96,772 $ 3,868 4.00% $ 75,062 $ 2,192 2.92% $ 66,820 $ 1,755 2.63% Savings deposits 6,052 202 3.34% 6,885 177 2.57% 6,677 255 3.82% Time deposits 45,284 2,440 5.39% 40,010 1,528 3.82% 37,494 1,146 3.06% ---------------------------------------------------------------------------------------- Total Deposits 148,108 6,510 4.40% 121,957 3,897 3.20% 110,991 3,156 2.84% Borrowings 13,334 844 6.33% 7,788 382 4.90% 288 10 3.47% ---------------------------------------------------------------------------------------- Total interest-bearing liabilities 161,442 7,354 4.56% 129,745 4,279 3.30% 111,279 3,166 2.85% ---------------------------------------------------------------------------------------- Noninterest-bearing deposits 49,289 50,428 55,685 Other noninterest-bearing liabilities 846 579 996 Total noninterest-bearing liabilites 50,135 51,007 56,681 Shareholders' equity 18,326 17,410 15,337 ---------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $229,903 7,354 3.20% $198,162 4,279 2.16% 183,297 3,166 1.73% ======================================================================================== Net interest income; Interest rate spread(4) $12,939 5.05% $11,082 5.24% $10,167 5.22% ======================================================================================== Net earning balance; Net yield on interest-earning assets(3) $ 49,821 6.12% $ 50,183 6.16% $ 53,844 6.16% ======================================================================================== (1) Average balances are computed using an average of the daily balances during the period. (2) Non-accrual loans are included in the average balance column; however, only collected interest is included in the interest column. (3) The net yield on interest-earning assets during the period equals (a) the difference between interest income on interest-earning assets and the interest expense on interest-bearing liabilities, divided by (b) average interest-earning assets for the period. (4) Loan fees totaling $969, $870 and $790 are included in loan interest income for the years 1995, 1994 and 1993, respectively. Page 10 CUPERTINO NATIONAL BANCORP The most significant impact on the Company's net interest income between periods is derived from the interaction of change in the volume of and rates earned or paid on interest-earning assets and interest-bearing liabilities. The volume of earning dollars in loans and investments, compared to the volume of interest-bearing liabilities represented by deposits and borrowings, combined with the spread, produces the changes in the net interest income between periods. The following table presents the dollar amount of certain changes in interest income and expense for each major component of interest-earning assets and interest-bearing liabilities and the difference attributable to changes in average rates and volumes for the periods indicated. RATE/VOLUME VARIANCE ANALYSIS Year Ended December 31, 1995 Year Ended December 31, 1994 compared with December 31, 1994 compared with December 31, 1993 favorable (unfavorable) favorable (unfavorable) ----------------------------------- ---------------------------------- (Dollars in thousands)(1) Volume Rate Net Volume Rate Net - ------------------------------------------------------------------------------------------------------------------------------------ Interest income on loans $ 2,136 $ 1,414 $ 3,550 $ 5 $ 708 $ 713 Interest income on investment securities, short-term invest- ments and cash equivalents 765 617 1,382 771 544 1,315 --------------------------------------------------------------------------------- Total interest income 2,901 2,031 4,932 776 1,252 2,028 --------------------------------------------------------------------------------- Interest expense on deposits NOW and MMDA (868) (808) (1,676) (241) (196) (437) Savings deposits 28 (53) (25) (5) 83 78 Time deposits (284) (628) (912) (96) (286) (382) --------------------------------------------------------------------------------- Interest expense on deposits (1,124) (1,489) (2,613) (342) (399) (741) Interest expense on borrowings (351) (111) (462) (368) (4) (372) --------------------------------------------------------------------------------- Total interest expense (1,475) (1,600) (3,075) (710) (403) (1,113) --------------------------------------------------------------------------------- Increase in net interest income $ 1,426 $ 431 $ 1,857 $ 66 $ 849 $ 915 ================================================================================= (1) In this analysis, the unallocated change due to the volume/rate variance has been allocated to volume. The Company has non-interest bearing liabilities on which it pays for certain client services expense. These expenses include messenger, check supplies and other related items and are included in operating expenses. If these costs had been included in interest expense, the impact of these expenses on the Company's net interest spread and net yield on interest earning assets would have been as follows: (Dollars in thousands) Years Ended December 31 1995 1994 1993 - -------------------------------------------------------------------------------- Non-interest bearing demand deposits $49,289 $50,428 $55,685 Client Service expense(1) 337 376 478 Client Service cost annualized 0.68% 0.75% 0.86% Impact on Net Yield Net yield on interest earning assets 6.12% 6.16% 6.16% Impact of client services (.16) (.21) (.29) ------------------------------ Adjusted net yield(2) 5.96% 5.95% 5.87% ------------------------------ (1) Included in client services expense are $18,000, $94,000 and $187,000 for 1995, 1994 and 1993, respectively, related to a title company which is considered to be a related party. (2) Non-interest bearing liabilities are included in the cost of funds calculation to determine adjusted net yield on interest-earning assets. Page 11 CUPERTINO NATIONAL BANCORP Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) The impact on the net yield on interest earning assets is caused by off-setting net interest income by the cost of client service expenses, which reduces the yield on interest earning assets. The cost for client service expense is trending down and reflects the Company's efforts in managing its client service expense and also reflects a lower earnings credit rate. The trend of interest rates in the economy continued to move downward during the last half of 1995. This trend may continue during the first half of 1996 and then level off, as the Federal Reserve Board attempts to curb inflation without limiting growth. If interest rates remain relatively flat, the Bank's net interest margin should remain stable. However, as interest rates move downward, net interest income is negatively impacted. The increase in net interest income in 1995 was mainly due to an increase in the loan and investment portfolios' interest income, net of the related funding cost. The increase in net interest income in 1994 was primarily due to an increased volume of interest earning assets, as well as an increase in the spread between the average rates received on interest earning assets and the average rates paid on interest bearing liabilities. Average earning assets were $212.9 million in 1995, compared to $179.9 million in 1994, and $165.1 million in 1993. The growth in earning assets was concentrated in the loan portfolio as the Bank focused its efforts in deploying the Bank's funds into loans because of the higher returns than could be achieved on alternative investment opportunities. Average loans increased in 1995 to $146.7 million from $127.3 million in 1994 and $127.2 million in 1993. Average securities also increased in 1995 to $64.6 million from $52.7 million in 1994 and $37.9 million in 1993. The average yield on loans was 11.02% in 1995, compared to 9.91% in 1994 and 9.35% in 1993. The yield on loans increased due to the mix and volume of loans and improved pricing on loan products. The Company experienced loan growth in all loan categories in 1995, most notably in real estate term and construction lending which accounted for $15.7 million or 52% of the increase. In 1994, the Company's mix of loans was relatively stable when compared to 1993. The Company anticipates that construction activity will continue to improve with the local economy in 1996 and that real estate term and construction lending volumes will increase in 1996. Other earning assets consist of investment securities, overnight federal funds sold, and other short-term investments, such as banker's acceptances and commercial paper. These investments are maintained to provide diversity and stability to the Bank's income stream, as well as to meet the liquidity requirements of the Bank and to meet pledging requirements on certain deposits. These investments typically have a lower yield than loans. The average yield on other earning assets increased to 6.40% in 1995 from 5.23% in 1994 and from 3.79% in 1993, as the Company adjusted the composition of its investment portfolio to improve net interest income and slightly extended the average maturity of the investment portfolio. Interest expense increased during 1995 to $7.4 million from $4.3 million in 1994, compared to $3.2 million in 1993. The increase in 1995 was due to both higher rates and increased volumes of interest bearing deposits and borrowings. Average interest bearing deposits increased by $26.2 million in 1995 compared to an $11.0 million increase in 1994, while average borrowings increased by $5.5 million in 1995 compared to 7.5 million in 1994. Non-interest bearing liabilities averaged $50.1 million in 1995, compared with $51.0 million in 1994, and $56.7 million in 1993. Provision for Loan Losses The provision for loan losses is the annual cost of providing an allowance or reserve for future losses on loans. The loan loss provision amount for each year is dependent on many factors, including loan growth, net charge-offs, changes in the composition of the loan portfolio, delinquencies, management's assessment of the quality of the loan portfolio, the value of the underlying collateral on problem loans and the general economic conditions in the Bank's market area. The Bank performs a monthly assessment of the risk inherent in its loan portfolio, as well as a detailed review of each asset determined to have identified weaknesses. Based on this analysis, which includes reviewing historical loss trends, current economic conditions, industry concentrations and specific reviews of assets classified with identified weaknesses, the Bank provides reserves for potential losses. The reserves have specific allocations for credits where the probability of a loss can Page 12 CUPERTINO NATIONAL BANCORP be defined and reasonably determined, while the balance of the reserve allocations are based on historical data, delinquency trends, economic conditions in the Bank's market area and industry averages. The provision for loan losses in 1995 was $681,000 compared to $1.6 million in 1994 and $1.7 million in 1993. The decrease in the provision for loan losses in 1995 reflects the Bank's improved credit quality, as it continued to experience reductions in classified and non-performing assets. The larger loan loss provisions in 1994 and 1993 when compared to 1995 reflected the weakness in the economic conditions within the Bank's market area and the credit risk inherent in its loan portfolio during that time period. Other Income Total other income decreased to $1.9 million in 1995 compared to $3.1 million in 1994 and to $3.2 million in 1993. Other income consists of depositor service charges, fees received for services provided or obtained in the loan approval process, fees received for trust services, the net premium and servicing value recognized upon the sale of the guarantee portion of SBA loans, revenue from the origination and sale of residential mortgages and other miscellaneous income. The following table summarizes the sources of other income in the years indicated: (Dollars in thousands) 1995 1994 1993 - -------------------------------------------------------------------------------- Gain on sale of mortgage loans $ 137 $ 993 $1,525 Gain on sale of SBA loans 366 685 435 Trust fees 710 593 494 Loan documentation fees, net 103 276 284 Depositor service fees 291 267 252 Other 295 265 164 ---------------------------------- Total $1,902 $3,079 $3,154 ================================== The largest portion of the decrease in other income in 1995 and 1994 is due to the decline in the activities of the mortgage banking business unit. The division generated $137,000 in gains on the sale of mortgage loans in 1995, compared to $993,000 in 1994 and $1,525,000 in 1993. In early 1995, the Company determined to close the mortgage banking business unit due to the sharp rise in interest rates during 1994 and the impact the rate rise had on fundings. Loan documentation income, which represents the charge to clients for expenses incurred by the Bank to document and process loans, decreased to $103,000 for 1995, as compared to $276,000 in 1994 and $284,000 in 1993. The decrease in 1995 as compared to 1994, is primarily attributable to a reduction in the quantity of loan originations from the mortgage banking business unit during 1995. Fees received by the Trust Department of the Bank increased to $710,000 in 1995, as compared to $593,000 in 1994, and $494,000 in 1993. Trust fees for 1995 increased by 20% over 1994 as the Trust Department had approximately $275 million in total assets at December 31, 1995, compared with approximately $157 million in 1994 and approximately $118 million in 1993. The increase in trust fee income is directly related to the Company's decision to increase its investment in the trust business. During 1995, the Company added several new trust employees who generated over $100 million in new trust business. It is anticipated they will continue to be successful in increasing their trust relationships in 1996. Premiums recognized on the sale of SBA loans decreased to $366,000 for 1995 as compared to $685,000 for 1994, and $435,000 in 1993. This was offset by increased interest income on SBA loans retained and reflected a change in the guarantee percentage pledged by the SBA, along with a reduction in premiums on loans sold. Service charges on depositor accounts increased to $291,000 in 1995 compared to $267,000 in 1994 and $252,000 in 1993. The increase is attributable to the growth of new deposit relationships since 1993. Operating Expenses Operating expenses totaled $13.7 million for 1995, compared to $10.4 million for 1994 and $10.2 million for 1993. The ratio of operating expenses to average assets for these periods was 6.0%, 5.3%, and 5.6%, respectively. Page 13 CUPERTINO NATIONAL BANCORP Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) The following table represents the major components of operating expenses for the years ended December 31: (Dollars in thousands) 1995 1994 1993 - -------------------------------------------------------------------------------- Compensation & benefits $ 6,704 $ 5,724 $ 5,014 Occupancy & equipment 1,687 1,400 1,226 Professional services and legal costs 2,681 911 1,379 FDIC Insurance and regulatory assessments 344 485 414 Other real estate, net 35 48 288 Other 1,902 1,500 1,425 ------------------------------- Total before client services 13,353 10,068 9,746 Client services 337 376 478 ------------------------------- Total $ 13,690 $ 10,444 $ 10,224 =============================== Efficiency ratio before client services 89.37% 71.10% 73.16% =============================== Efficiency ratio 91.63% 73.75% 76.75% =============================== Total operating expenses to average assets 5.96% 5.27% 5.58% =============================== The efficiency ratio is computed by dividing total non-interest (or operating) expenses by net interest income and other income. An increase in the ratio indicates that more resources are being utilized to generate the same (or greater) volume of income while a decrease would indicate a more efficient allocation of resources. The Company's efficiency ratio for 1995 was 91.6% compared to 73.7% in 1994 and 76.7% in 1993. The sharp increase in the efficiency ratio in 1995 was a result of the litigation settlement, the expenses associated with the closing of the mortgage business unit and merger discussions with another bank in our market area. Without these charges, the noninterest expenses would have been $11.5 million with an efficiency ratio of 77.4%. Compensation expenses increased in 1995 to $6.7 million compared to $5.7 million in 1994 and $5.0 million in 1993, primarily due to the growth in the Bank's Trust and Venture Lending business units, combined with increased incentive payments for new business generated. Expenses for professional services, including legal, consulting and audit services, increased to $2.7 million in 1995, as compared to $911,000 in 1994 and $1.4 million in 1993. The increase in 1995 is attributed to the one- time charge of $1.7 million for a legal settlement related to trust department activities. Client service expenses decreased to $337,000 in 1995, compared to $376,000 in 1994 and $478,000 in 1993 as a result of a decrease in the volume of non-interest bearing demand deposits for which the Bank provides services. FDIC deposit insurance and OCC regulatory assessments decreased to $344,000 in 1995 compared to $485,000 in 1994, and $414,000 in 1993. FDIC insurance declined and is expected to decline in future years as the FDIC has lowered deposit insurance premiums, since the bank insurance fund was fully funded in March 1995. Other operating expenses increased by $402,000 in 1995 from 1994 primarily due to the one-time charge of closing the mortgage business unit and the increased lending volume, which increased related other operating expenses. The $75,000 increase from 1993 to 1994 was due to increased costs related to the lending and mortgage banking operations. Income Taxes The Company's income tax rate for 1995 was 33.4% compared 35.0% in 1994 and 37.5% in 1993. The effective rates in all years are lower than the statutory rates due primarily to the effect of the California Franchise Tax Enterprise Zone Credit and exempt interest income. Page 14 CUPERTINO NATIONAL BANK FINANCIAL CONDITION Assets Total assets increased to $259.1 million in 1995, a 16.1% increase from the $223.1 million one year earlier, compared to an increase of 15.8% from $192.6 million in 1993. The increase in 1995 was primarily due to the increase in outstanding loans where the increase in 1994 was primarily due to the increase in securities. Loans Total gross loans, excluding loans held for sale, increased 22.5% to $164.2 million at December 31, 1995 compared to $134.0 million at December 31, 1994. Total loans increased 5.4% in 1994 from $127.1 million at year-end 1993. The significant increase in loan volume in 1995 is due to an improving economy coupled with an increased focus on loan growth. The Bank's loan portfolio is concentrated in commercial (primarily manufacturing, service and technology) and real estate lending. The Bank's lending is focused in the Santa Clara and San Mateo Counties. While no specific industry concentration is significant, the Bank's lending is concentrated in an area that is highly dependent on the technology industry and its supporting companies. Thus, the Bank's borrowers could be adversely impacted by a downturn in this sector of the economy and this could impact their ability to repay their loans. The following table presents the composition of the loan portfolio at the end of each of the last three years: 1995 1994 1993 ----------------------- ----------------------- ------------------------- (DolLars in thousands) Amount % Amount % Amount % - ------------------------------------------------------------------------------------------------------------------------------------ Commercial $ 88,646 55.2% $ 81,695 60.2% $ 77,699 59.1% Real estate construction & land 23,889 14.9% 18,117 13.3% 19,090 14.5% Real estate term 23,026 14.3% 13,133 9.7% 12,075 9.2% Consumer & other 28,666 17.8% 21,059 15.5% 18,214 13.8% --------------------------------------------------------------------------------------------- Total loans, gross 164,227 102.2% 134,004 98.7% 127,078 96.6% Deferred fees and discounts (851) (0.5)% (847) (0.6)% (923) (0.7)% --------------------------------------------------------------------------------------------- Total loans, net of deferred fees 163,376 101.7% 133,157 98.1% 126,155 95.9% Allowance for loan losses (2,683) (1.7)% (2,918) (2.1)% (2,247) (1.7)% --------------------------------------------------------------------------------------------- Net loans 160,693 100.0% 130,239 96.0% 123,908 94.2% Loans held for sale -- -- 5,383 4.0% 7,625 5.8% --------------------------------------------------------------------------------------------- Total loans $160,693 100.0% $135,622 100.0% $131,533 100.0% ============================================================================================= Credit Quality One of the Bank's objectives is to limit the risk inherent in its loan portfolio through stringent loan policies and continuous loan review procedures. The loan policy of the Bank is approved each year by its Board of Directors and is managed through periodic reviews of such policies in relation to current economic activity and the degree of risk (both credit and interest rate) in the current portfolio. The Director's Loan Committee supervises the lending activities of the Bank. This committee consists of three outside directors, the Chairman/CEO, the Executive Vice President/Senior Loan Officer, Senior Vice President/Commercial Manager and the Senior Vice President/Credit Administration. The officers in this group make up the Officer's Loan Committee. Loan requests exceeding individual officer approval limits are submitted to the Officer's Loan Committee, and those which exceed its limits are submitted to the Director's Loan Committee for final approval. The Bank has an active credit administration function which includes, in addition to internal reviews, the regular use of an outside loan review firm to review the quality of the loan portfolio. Senior management and the Director's Loan Committee actively review and monitor problem loans on a regular basis. Page 15 CUPERTINO NATIONAL BANCORP Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) Management generally places loans on non-accrual when they become 90 days past due, unless they are well secured and in the process of collection. When a loan is placed on non-accrual status, any interest previously accrued but not collected is reversed from income. Loans are charged off when management determines that collection has become unlikely. Restructured loans are those where the Bank has granted a concession on the interest paid or original repayment terms due to financial difficulties of the borrower. Other real estate owned consists of real property acquired through foreclosure on the related collateral underlying defaulted loans. The following table summarizes non- accrual loans, loans past due 90 days and still accruing, restructured loans, and other real estate owned at December 31: (Dollars in thousands) 1995 1994 1993 - ----------------------------------------------------------------------------------------------------------------- Non-performing assets Non-accrual loans $2,513 $3,244 $ 997 Accruing loans past due 90 days or more 830 1,371 1,903 Restructured loans -- -- -- Other real estate owned -- 375 618 --------------------------------- Total non-performing assets $3,343 $4,990 $3,518 --------------------------------- Ratio of the allowance for loan losses to total non-performing assets 80% 58% 64% The following table details the Bank's classified assets for the years ended December 31: (Dollars in thousands) 1995 1994 1993 - ----------------------------------------------------------------------------------------------------------------- Classified assets Loans Substandard $7,277 $10,927 $ 9,885 Doubtful 601 1,781 942 Loss -- -- -- --------------------------------- Total 7,878 12,708 10,827 OREO -- 375 618 --------------------------------- Total classified assets $7,878 $13,083 $11,445 --------------------------------- Ratio of classified assets to: Total assets 3.0% 5.9% 5.9% Total loans and OREO 4.8% 9.4% 8.5% Ratio of allowance for loan losses to classified assets 34.1% 22.3% 19.6% ================================= Total non-performing assets declined to $3.3 million at December 31, 1995 from $5.0 million at December 31, 1994. In addition, total classified assets declined to $7.9 million from $13.1 million during the same time period. The allowance for loan losses represented 80.2% of non-performing assets at December 31, 1995, compared to 58.5% at December 31, 1994. The significant improvement in the credit quality in 1995 is a reflection of an improving economy coupled with the focused effort of the Company to reduce the level of problem assets. Page 16 CUPERTINO NATIONAL BANCORP The following table summarizes activity in the allowance for loan losses for the past three years. SUMMARY OF LOAN LOSS EXPERIENCE (Dollars in thousands) Years ended December 31, 1995 1994 1993 - ------------------------------------------------------------------------------------------------------------------------------------ Loans, net of unearned income: Average outstanding during period $ 145,940 $ 127,264 $ 127,210 --------------------------------------------------- Allowance for loan losses: Balance at beginning of period $ 2,918 $ 2,247 $ 1,748 Charge-offs: Commercial (973) (748) (1,069) Real estate - construction -- (123) -- Real estate - term -- -- -- Consumer - installment (101) (141) (159) --------------------------------------------------- Total (1,074) (1,012) (1,228) Recoveries: Commercial 156 57 -- Real estate - construction -- -- -- Real estate - term -- -- -- Consumer - installment 2 6 48 --------------------------------------------------- Total 158 63 48 --------------------------------------------------- Net charge-offs (916) (949) (1,180) Provision charged to income 681 1,620 1,679 --------------------------------------------------- Balance at end of period $ 2,683 $ 2,918 $ 2,247 =================================================== Net charge-offs to average loans outstanding during period 0.63% 0.75% 0.93% =================================================== Allowance as a percentage of loans 1.64% 2.09% 1.67% =================================================== Management considers changes in the size and character of the loan portfolio, changes in non-performing and past due loans, historical loan loss experience, and the existing and prospective economic conditions when determining the adequacy of the loan loss reserve. The allowance for loan losses decreased at December 31, 1995 to 1.64% of average outstanding loans compared to 2.09% at December 31, 1994 and 1.67% at December 31, 1993. The following table details the allocation of the allowance for loan losses: 1995 1994 1993 ---------------------- ---------------------- ------------------------ Percent of Percent of Percent of (Dollars in thousands) Amount Total Loans Amount Total Loans Amount Total Loans - ------------------------------------------------------------------------------------------------------------------------------------ Commercial $1,057 0.65% $1,834 1.32% $1,496 1.11% Real estate - construction 153 0.09% 180 0.13% 308 0.23% Real estate - term 696 0.43% 132 0.09% 391 0.29% Consumer installment 273 0.17% 273 0.19% 10 0.01% Loans held for sale -- --% 14 0.01% 27 0.02% Unallocated - deferred fees, commit- ments and loss reserves 504 0.30% 485 0.35% 15 0.01% ------------------------------------------------------------------------------------ Total $2,683 1.64% $2,918 2.09% $2,247 1.67% ==================================================================================== Although management believes that the allowance for loan losses is adequate, future provisions will be subject to continuing evaluations of the inherent risk in the portfolio and if the economy declines or asset quality deteriorates, additional provisions could be required. Page 17 CUPERTINO NATIONAL BANCORP Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) Deposits Deposits reached $236.1 million at December 31, 1995, an increase of 26.5% as compared to deposits of $186.7 at December 31, 1994. In 1994, deposits increased 6.3% from $175.7 million at December 31, 1993. Total average deposits increased 14.5% to $197.2 million for 1995 compared to an average of $172.4 million for 1994. In 1994, average deposits increased 3.5% over average deposits of $166.6 million in 1993. The increase in deposits was due to the continued marketing efforts directed at commercial business clients and the continued growth in the Bank's regional offices in San Jose and Palo Alto. Non-interest bearing deposits were $59.0 million at December 31, 1995 compared to $53.9 million at December 31, 1994 and $62.8 million at December 31, 1993. Average non-interest bearing deposits in 1995 were $49.3 million compared to $50.4 million in 1994 and $55.8 million in 1993. As its regional offices expand, the Bank anticipates this funding source to increase. Money market and other interest-bearing demand accounts reached $124.1 million at year end 1995, an increase of 51.5% from the prior year. Money market and other interest-bearing demand deposits of $81.9 million at December 31, 1994 were up 34.7% from $60.8 million at December 31, 1993. The continued efforts by the Bank to market these low cost deposit products accounts for the continued growth. Time certificates of deposit of more than $100,000, savings and other time deposits totaled $52.9 million or 22.4% of total deposits at December 31, 1995 compared to $50.9 million or 27.3% of total deposits at December 31, 1994 and $45.4 million or 25.8% of total deposits at December 31, 1993. Liquidity and Other Borrowings Liquidity management is defined as the ability of a company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the Bank's ability to meet the day-to-day cash flow requirements of the Bank's clients, who either wish to withdraw funds or require funds to meet their credit needs. Without proper liquidity management, the Bank would not be able to perform the primary function of a financial intermediary and would, therefore, not be able to meet the needs of the communities it serves. The primary function of asset and liability management is not only to assure adequate liquidity in order for the Bank to meet the needs of its client base, but to maintain an appropriate balance between interest-sensitive assets and liabilities so that the Bank can also meet the return on investment requirements of its shareholders. Daily monitoring of the sources and uses of funds is necessary to maintain an acceptable cash position that meets both requirements. Contingency plans exist and could be implemented on a timely basis to minimize any risk associated with dramatic changes in market conditions, including the Bank's $17 million in federal fund purchase lines which provide back-up liquidity, $100 million in institutional deposit or brokered deposit lines and $60 million in reverse repurchase lines. All of these sources combine to provide a solid liquidity base for growth. As of December 31, 1995, the Bank had $10.0 million in institutional deposits outstanding and no outstanding federal funds purchased. The asset portion of the balance sheet provides liquidity primarily through loan principal repayments, maturities of investment securities and, to a lesser extent, sales of loans held for sale. Other short-term investments such as federal funds sold and maturing interest bearing deposits with other banks are additional sources of liquidity funding. The liability portion of the balance sheet provides liquidity through clients' interest bearing and non- interest bearing deposit accounts. Federal funds purchased and other short term borrowings are additional sources of liquidity and represent the Company's incremental borrowing capacity. These sources of liquidity are short-term in nature and are used as necessary to fund asset growth and meet short-term liquidity needs. Interest Rate Risk Management Interest rate risk management is a function of the repricing characteristics of the Bank's portfolio of assets and liabilities. Interest rate risk management focuses on the maturity structure of assets and liabilities and their repricing characteristics Page 18 CUPERTINO NATIONAL BANCORP during periods of changes in market interest rates. Effective interest rate risk management seeks to ensure that both assets and liabilities respond to changes in interest rates within an acceptable time frame, thereby minimizing the effect of interest rate movements on net interest income. Interest rate sensitivity is measured as the difference between the volumes of assets and liabilities in the Bank's current portfolio that are subject to repricing at various time horizons: one day or immediate, two days to six months, seven to twelve months, one to three years, three to five years, over five years and on a cumulative basis. The differences are known as interest sensitivity gaps. The following table shows interest sensitivity gaps for different intervals as of December 31, 1995: INTEREST SENSITIVITY ANALYSIS Repricing Periods Total Immediate 2 Days To Months >1 Year > 3 Yrs Total Rate Non-Rate (Dollars in thousands) One Day 6 Months 7-12 to 3 Yrs to 5 Yrs > 5 Yrs Sensitive Sensitive Total - ------------------------------------------------------------------------------------------------------------------------------------ Assets: Cash and due from banks -- $ 16,207 $ 16,207 Short term investments $ 12,900 $ 12,900 12,900 Investment securities $ 8,476 $ 9,009 $ 7,986 $ 9,823 $20,786 56,080 969 57,049 Loans 131,621 2,355 3,040 7,564 4,098 12,329 161,007 3,220 164,227 Loan loss/unearned fees -- (3,534) (3,534) Other assets -- 12,250 12,250 ---------------------------------------------------------------------------------------------------- Total assets 144,521 10,831 12,049 15,550 13,921 33,115 229,987 29,112 259,099 ==================================================================================================== Liabilities and Equity: Deposits Demand -- 58,986 58,986 NOW, MMDA, and savings 132,174 132,174 132,174 Time deposits 36,493 2,823 5,602 16 44,934 44,934 Subordinated debt 3,000 3,000 3,000 Other liabilities -- 1,333 1,333 Shareholders' equity -- 18,672 18,672 ---------------------------------------------------------------------------------------------------- Total liabilities and equity 132,174 36,493 2,823 5,602 16 3,000 180,108 78,991 259,099 ==================================================================================================== Gap $ 12,347 $(25,662) $ 9,226 $ 9,948 $13,905 $30,115 $ 49,879 $(49,879) $ -- Cumulative Gap $ 12,347 $(13,315) $(4,089) $ 5,859 $19,764 $49,879 $ 49,879 $ -- $ -- Cumulative Gap/total assets 4.77% (5.14)% (1.58)% 2.26% 7.63% 19.25% 19.25% -- -- Changes in the mix of earning assets or supporting liabilities can either increase or decrease the net interest margin without affecting interest rate sensitivity. In addition, the interest rate spread between an asset and its supporting liability can vary significantly while the timing of repricing of both the asset and its supporting liability can remain the same, thus impacting net interest income. This characteristic is referred to as a basis risk and, generally, relates to the repricing characteristics of short-term funding sources such as certificates of deposit. Varying interest rate environments can create unexpected changes in prepayment levels of assets and liabilities which are not reflected in the interest sensitivity analysis table. These prepayments may have significant effects on the Bank's net interest margin. Because of these factors, an interest sensitivity gap report may not provide a complete assessment of the Bank's exposure to changes in interest rates. Page 19 CUPERTINO NATIONAL BANCORP Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) Capital Resources Shareholders' equity at December 31, 1995 increased to $18.7 million from $18.0 million at December 31, 1994 and from $16.2 million at December 31, 1993. During 1995, the Company paid a 10% stock dividend and two cash dividends of $.10 per share each. The Company believes that a strong capital position is vital to the continued profitability of the Company, and promotes depositor and investor confidence, while providing a solid foundation for the future growth of the organization. The Company has provided the majority of its capital requirements through the retention of earnings. In the third quarter of 1995, the Company increased its capital base by successfully raising $3.0 million of subordinated debt which qualifies as Tier 2 Capital (see below). The private offering was subscribed substantially by the Company's directors, officers and other accredited investors of the Company. Under regulatory risk-based capital measures for banks and bank holding companies, a banking organization's reported balance sheet is converted to risk- based amounts by assigning each asset to a risk category, which is then multiplied by the risk weight for that category. Off-balance sheet exposures are converted to risk-based amounts through a two-step process. First, off-balance sheet assets and credit equivalent amounts (e.g., standby letters of credit) are multiplied by a credit conversion factor depending on the defined categorization of the particular item. The converted items are then assigned to a risk category that weights items according to their relative risk. The total of the risk weighted on- and off-balance sheet amounts represents a banking organization's risk-adjusted assets for purposes of determining capital ratios under the risk- based guidelines. Risk-adjusted assets can either exceed or be less than reported assets, depending on the risk profile of the banking organization. A banking organization's total qualifying capital includes two components, core capital (Tier 1 capital) and supplementary capital (Tier 2 capital). Core capital, which must comprise at least half of total capital, includes common stockholders' equity, qualifying perpetual preferred stock, and minority interests, less goodwill. Supplementary capital includes the allowance for loan losses (subject to certain limitations), other perpetual preferred stock, certain other capital instruments, and term subordinated debt. The Company's major capital components are stockholders' equity in core capital, and the allowance for loan losses and subordinated debt in supplementary capital. At December 31, 1995, the minimum risk-based capital requirements to be considered adequately capitalized are 4.0% for core capital and 8.0% for total capital. Federal banking regulators have also adopted leverage capital guidelines to supplement risk-based measures. The leverage ratio is determined by dividing Tier 1 capital as defined under the risk-based guidelines by average total assets (not risk-adjusted) for the preceding quarter. The minimum leverage ratio is 3.0%, although banking organizations are expected to exceed that amount by 1.0%, 2.0% or more, depending on their circumstances. Pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), the Federal Reserve Board, the Office of the Comptroller of the Currency and the FDIC have adopted regulations, effective December 19, 1992, setting forth a five-tier scheme for measuring the capital adequacy of the financial institutions they supervise. The two highest levels recognized under these regulations are as follows: Tier 1 Total Risk-Based Risk-Based Leverage Capital Ratio Capital Ratio Ratio - -------------------------------------------------------------------------------- Well-capitalized 6.0% 10.0% 5.0% Adequately Capitalized 4.0% 8.0% 4.0% At December 31, 1995, the Company's risk-based capital ratios were 9.2% for Tier I risk based capital and 11.9% for total risk-based capital, compared to 10.8% and 12.1% as of December 31, 1994, respectively. The Company's leverage ratio was 7.8% at December 31, 1995, compared to 8.4% at December 31, 1994. These ratios all exceeded the well-capitalized guidelines shown above. Page 20 CUPERTINO NATIONAL BANCORP The Company's capital ratios are indicated in the following table: ( Dollars in thousands) 1995 1994 - -------------------------------------------------------------------------------- Tier 1 capital: Shareholders' equity $ 18,672 $ 18,037 Tier 2 capital: Allowance for loan losses allowable for Tier 2 capital 2,541 2,082 Subordinated debt 3,000 -- ------------------- Total Risk Based Capital $ 24,213 $ 20,119 ------------------- Risk-adjusted assets $203,310 $166,552 =================== Total assets $259,099 $223,144 =================== Tier 1 capital/risk adjusted assets: Company's capital ratio 9.18% 10.80% Minimum regulatory requirement 4.00% 4.00% =================== Total Risk-based capital/risk adjusted assets: Company's capital ratio 11.91% 12.10% Minimum regulatory requirement 8.00% 8.00% =================== Tier 1 capital/total assets: Company's capital ratio 7.78% 8.40% Minimum regulatory requirement 3.00% 3.00% =================== BUSINESS RISKS Certain characteristics and dynamics of the Bank's business and of the financial markets may create risks in the Bank's long-term success and its financial results. These risks include: Geographic Concentration and Local Economy - All of the Bank's operations are located in Santa Clara County and San Mateo County in Northern California. As a result of the geographic concentration, the Bank's results of operation depend largely upon local economic conditions, which have been relatively volatile in the last few years. Accordingly, there can be no assurance that the Bank's existing and prospective clients will be responsive to, or have the need for, the services offered by the Bank. Further, no assurance can be given that the Bank will not be adversely affected if there were an economic downturn. An economic downturn could also produce a decline in real estate prices which would potentially have a material adverse effect on the Bank's lending activities and on the quality of the Bank's real estate loan portfolio. Government Regulation and Recent Legislation - The Bank and its operations are subject to extensive state and federal supervision, regulation and legislation. The Bank cannot predict the precise impact of recent legislation, nor the probable course or impact of future legislation or regulatory actions affecting the financial services industry. Additionally, action taken to respond to budget deficits, such as a reduction in SBA funding, could adversely affect loan demand or the ability of potential borrowers to qualify for such loans. Effects of Inflation, Interest Rate Changes - The impact of inflation on a financial institution differs significantly from that exerted on an industrial concern, primarily because its assets and liabilities consist largely of monetary items. The most direct effect of inflation is higher interest rates. However, the Bank's earnings are affected by the spread between the yield on earning assets and rates paid on interest-bearing liabilities rather than the absolute level of interest rates. Additionally, there may be some upward pressure on the Company's operating expenses, such as adjustments in staff expense and occupancy Page 21 CUPERTINO NATIONAL BANCORP Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont.) expense, based upon consumer price indices. In the opinion of management, inflation has not had a material effect on the consolidated results of operations over the last few years. Interest rates are highly sensitive to many factors which are beyond the control of the Bank. Changes in interest rates will influence the growth of loans, investments and deposits. and affect the rates charged on loans and paid on deposits. The nature, timing and impact of any future changes in interest rates or monetary and fiscal policies are not predictable. Competition -- The banking business in the Bank's market area is highly competitive with respect to both loans and deposits. Deregulation and continued advances in interstate banking may increase this competition, including by a number of institutions that have significantly greater financial resources than the Bank. This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements relate to expectations of the business environment in which the Bank operates, projections of future performance, perceived opportunities in the market and statements regarding the Bank's mission and vision. Actual results and conditions could differ materially from those contained in the forward- looking statements as a result of business risks identified above as well as the Company's ability to manage credit and fiduciary risks, control its cost, and attract and retain high quality personnel, while continuing to provide value- added, relationship-oriented banking services and competitive financial products. ACCOUNTING PRONOUNCEMENTS In May 1993, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards (`SFAS') No. 114 "Accounting by Creditors for Impairment of a Loan", which was subsequently amended by SFAS No. 118. Under the provisions of SFAS No. 114, a loan is considered impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreements. SFAS No. 114 requires creditors to measure impairment of a loan based on the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the underlying collateral ("the value"). If the value of the impaired loan is less than the recorded investment in the loan, a creditor shall recognize the impairment by creating a valuation allowance with a corresponding charge to bad debt expense. This statement also applies to restructured loans and loans previously accounted for as in-substance foreclosures. The Company adopted SFAS No. 114 on January 1, 1995. The adoption of SFAS No. 114 did not result in any additional provision for credit losses during 1995. Income recognition on impaired loans conforms to the method the Company uses for income recognition on nonaccrual loans. STOCK ACTIVITY The common stock of the Company is traded on the NASDAQ National Market System under the symbol CUNB. There were 402 holders of record of the Company's common stock at December 31, 1995. The following table presents the high and low prices of the Company's common stock, as reported on the NASDAQ National Market System during 1995, 1994 and 1993 adjusted for the effect of stock dividends: 1995 1994 1993 -------------------- ------------------- -------------------- Quarter High Low High Low High Low - ------------------------------------------------------------------------------------------------------------------ First $ 9.03 $ 9.01 $10.00 $8.81 $10.80 $7.56 Second $ 9.12 $ 8.98 $10.38 $9.00 $10.80 $9.07 Third $ 9.64 $ 9.48 $10.00 $9.00 $10.89 $9.52 Fourth $ 12.06 $ 12.36 $10.00 $8.75 $10.80 $8.57 On May 30, 1995 and December 15, 1995, the Company paid a $.10 per share dividend to its shareholders. Page 22 CUPERTINO NATIONAL BANCORP Consolidated Balance Sheets (Dollars in thousands) December 31, 1995 1994 - ---------------------------------------------------------------------------------------------- Assets Cash and due from banks $ 16,207 $ 9,326 Federal funds sold 12,900 10,400 ------------------- Cash and cash equivalents 29,107 19,726 Investment securities 57,049 60,506 Loans, net 160,693 130,239 Loans held for sale -- 5,383 ------------------- Total loans, net 160,693 135,622 Premises and equipment, net 1,917 1,434 Other real estate owned -- 375 Interest receivables and other assets 10,333 5,481 ------------------- Total assets $259,099 $223,144 =================== Liabilities and Shareholders' Equity Deposits: Demand, non-interest-bearing $ 58,986 $ 53,880 NOW 10,158 8,331 Money Market Demand Accounts 114,021 73,623 Savings 7,995 5,951 Other time certificates 17,830 19,417 Time certificates, $100 and over 27,104 25,520 ------------------- Total deposits 236,094 186,722 Other borrowings -- 17,256 Subordinated debt 3,000 -- Other liabilities 1,333 1,129 ------------------- Total liabilities 240,427 205,107 Commitments (Note 12) Shareholders' Equity Preferred stock, no par value: 4,000,000 shares authorized; none issued Common stock, no par value: 6,000,000 shares authorized; shares outstanding: 1,808,828 in 1995 and 1,557,008 in 1994 17,680 14,901 Retained earnings 992 3,136 ------------------- Total shareholders' equity 18,672 18,037 ------------------- Total liabilities and shareholders' equity $259,099 $223,144 =================== See notes to consolidated financial statements Page 23 CUPERTINO NATIONAL BANCORP Consolidated Statements of Operations (Dollars in thousands, except per share amounts) For the years ended December 31, 1995 1994 1993 - ------------------------------------------------------------------------------------------------------------------------------------ Interest Income: Interest on loans $16,158 $12,608 $11,895 Interest on investment securities: Taxable 3,582 2,451 830 Non-taxable 43 94 145 --------------------------------------------- Total investment securities 3,625 2,545 975 Other interest income 510 208 463 --------------------------------------------- Total interest income 20,293 15,361 13,333 --------------------------------------------- Interest Expense: Interest on deposits 6,510 3,897 3,156 Interest on short-term borrowings 769 382 10 Interest on subordinated debt 75 -- -- --------------------------------------------- Total interest expense 7,354 4,279 3,166 --------------------------------------------- Net interest income 12,939 11,082 10,167 Provision for loan losses 681 1,620 1,679 --------------------------------------------- Net interest income after provision for loan losses 12,258 9,462 8,488 --------------------------------------------- Other Income: Gain on sale of mortgage loans 137 993 1,525 Gain on sale of SBA loans 366 685 435 Trust fees 710 593 494 Loan documentation fees, net 103 276 284 Depositor service fees 291 267 252 Other 295 265 164 --------------------------------------------- Total other income 1,902 3,079 3,154 --------------------------------------------- Operating Expenses: Compensation and benefits 6,704 5,724 5,014 Occupancy and equipment 1,687 1,400 1,226 Professional services and legal costs 2,681 911 1,379 FDIC insurance and regulatory assessments 344 485 414 Client services 337 376 478 Other real estate, net 35 48 288 Other 1,902 1,500 1,425 --------------------------------------------- Total operating expenses 13,690 10,444 10,224 --------------------------------------------- Income before income tax expense 470 2,097 1,418 Income tax expense 157 734 538 --------------------------------------------- Net Income $ 313 $ 1,363 $ 880 ============================================= Net income per common and common equivalent share $ 0.16 $ 0.76 $ 0.50 ============================================= See notes to consolidated financial statements. Page 24 CUPERTINO NATIONAL BANCORP Consolidated Statements of Shareholders' Equity For the years ended December 31, 1995, 1994 and 1993 Common Stock Unrealized Retained Shareholders' (Dollars in thousands) Shares Amount Gains earnings equity - ------------------------------------------------------------------------------------------------------------------------------------ Balance, January 1, 1993 1,248,246 $ 11,984 $ 3,190 $ 15,174 Stock options exercised 16,472 106 -- 106 Stock issued in Employee Stock Purchase Plan 7,604 63 -- 63 Two 5% stock dividends - fractional shares paid in cash 129,504 1,429 (1,433) (4) Net income -- -- 880 880 -------------------------------------------------------------- Balance, December 31, 1993 1,401,826 13,582 2,637 16,219 Stock options exercised 74,468 543 -- 543 Stock issued in Employee Stock Purchase Plan 8,238 69 -- 69 Two 5% stock dividends - fractional shares paid in cash 72,476 707 (708) (1) Cash dividend $.10 per share -- -- (156) (156) Net Income -- -- 1,363 1,363 -------------------------------------------------------------- Balance, December 31, 1994 1,557,008 14,901 3,136 18,037 Stock options exercised 68,851 418 -- 418 Stock issued in Employee Stock Purchase Plan 10,472 80 -- 80 Stock issued in 401K Plan 8,257 95 -- 95 Two $.10 cash dividends -- -- (324) (324) 10% stock dividend 164,240 2,135 (2,135) -- Cash paid in lieu of fractional shares -- -- (3) (3) Disqualifying disposition of common stock -- 13 -- 13 Nonqualified stock option exercises -- 38 -- 38 Unrealized gain on available for sale securities -- -- $ 5 -- 5 Net Income -- -- -- 313 313 -------------------------------------------------------------- Balance, December 31, 1995 1,808,828 $ 17,680 $ 5 $ 987 $ 18,672 ============================================================== See notes to consolidated financial statements Page 25 CUPERTINO NATIONAL BANCORP Consolidated Statements of Cash Flows (Dollars in thousands) For the years ended December 31, 1995 1994 1993 - --------------------------------------------------------------------------------------------------------------- Cash Flows -- Operating Activities: Net Income $ 313 $ 1,363 $ 880 Reconciliation of net income to net cash from operations: Provision for loan losses 681 1,620 1,679 Depreciation and leasehold amortization 580 490 477 Deferred income taxes 371 128 (246) Accrued interest receivables and other assets (1,479) (255) (627) Accrued interest payables and other liabilities 204 514 (187) Deferred loan fees and discounts, net (4) (76) 229 Proceeds from sale of loans held for sale 16,364 125,342 152,982 Origination of loans for resale (10,981) (123,100) (151,518) Other real estate owned, net -- 48 221 ----------------------------------- Operating cash flows, net 6,049 6,074 3,890 ----------------------------------- Cash Flows -- Investing Activities: Maturities of investment securities and other short-term investments Held-to maturity 26,090 12,983 31,125 Purchase of investment securities and other short-term investments Held to maturity (19,104) (34,050) (42,983) Available for sale (3,524) -- -- Loans, net (31,131) (8,250) (8,157) Investment in other real estate owned -- -- (219) Sale of other real estate owned 375 576 3,097 Premises and equipment (1,063) (516) (850) Purchase of insurance policies (3,744) -- (2,175) Other, net -- 21 -- ----------------------------------- Investing cash flows, net (32,101) (29,236) (20,162) ----------------------------------- Cash Flows -- Financing Activities: Net change in non-interest-bearing deposits 5,106 (8,871) 458 Net change in interest-bearing deposits 44,266 19,853 18,732 Net change in short-term borrowings (17,256) 17,256 -- Subordinated debt issued 3,000 -- -- Proceeds fron the sale of stock 644 457 169 Fractional shares paid in cash (3) (1) (4) Cash dividend (324) (156) -- ----------------------------------- Financing cash flows, net 35,433 28,538 19,355 ----------------------------------- Net increase in cash and cash equivalents 9,381 5,376 3,083 Cash and cash equivalents at beginning of year 19,726 14,350 11,267 ----------------------------------- Cash and cash equivalents at end of year $ 29,107 $ 19,726 $ 14,350 =================================== Cash Flows -- Supplemental Disclosures: Cash paid during the period for: Interest on deposits and other borrowings $ 7,368 $ 4,148 $ 3,181 Income taxes 210 535 722 Non-cash transactions: Additions to other real estate owned -- 375 -- =================================== See notes to consolidated financial statements. Page 26 CUPERTINO NATIONAL BANK Notes to Consolidated Financial Statements Years Ended December 31, 1995, 1994 and 1993 NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Nature of Operations The consolidated financial statements include the accounts of Cupertino National Bancorp ("CUNB" or the "Company") and its wholly-owned subsidiary, Cupertino National Bank and Trust ("CNB" or the "Bank"). CUNB is the holding company of CNB. All significant intercompany transactions and balances have been eliminated. Certain reclassifications have been made to prior years' consolidated financial statements to conform to the 1995 presentation. The Bank and its operating divisions; SBA Lending Division, Commercial Lending Division, Venture Lending Division, Asset Based Lending Division, Consumer Lending Division, Real Estate Lending Division and Trust Division serve the Santa Clara Valley through its regional offices in Cupertino, San Jose and Palo Alto, California. The Bank intends to open its fourth office in downtown Palo Alto, California, in the Spring of 1996. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of certain revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of cash flows, cash and cash equivalents include cash on hand, amounts due from banks and federal funds sold. Generally, federal funds are sold for one-day periods. CNB is required by the Federal Reserve System to maintain non-interest earning cash reserves against certain of its transaction accounts. At December 31, 1995, the required reserves totaled $798,000. Investment Securities Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities", which was adopted by the Company in 1994, requires that investment securities be classified into three portfolios, and accounted for as follows: 1) debt and equity securities for which the Company has the positive intent and ability to hold to maturity are classified as held to maturity and reported at amortized cost; 2) debt and equity securities that are bought and held principally for the purpose of selling in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings; and 3) debt and equity securities not classified as either held to maturity or trading securities are classified as available for sale securities and reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders' equity. CUNB currently maintains $53.5 million of its securities in the held to maturity category as it has the intent and ability to hold the securities until maturity and $3.5 million in the available for sale category. Prior to the adoption of SFAS No. 115, all investment securities were considered held to maturity because the Company had the ability and intent to hold these securities to maturity. Accordingly, these securities were carried at amortized cost. Loans Interest on loans is credited to income as earned and is accrued only if deemed collectible. Accrued interest is generally reversed against current income on loans over 90 days contractually delinquent and on other loans which have developed inherent problems prior to being 90 days delinquent. The Bank charges fees for originating loans, which are recognized as an adjustment of the loan yield over the life of the loan by a method approximating the effective interest method. Direct costs of originating the loan are capitalized and recognized over the life of the loan as a reduction of the yield. Page 27 CUPERTINO NATIONAL BANK Notes to Consolidated Financial Statements (Cont.) When a loan is sold, unamortized fees and capitalized direct costs are recognized in the statement of operations. Other loan fees and charges representing service costs for the repayment of loans, for delinquent payments or for miscellaneous loan services are recognized when collected. The Bank designates certain of its loans receivable as being held for sale and they are recorded at fair market value. In determining the level of loans held for sale, the Bank considers whether loans (a) would be sold as part of its asset/liability management strategy, or (b) may be sold in response to changes in interest rates, changes in payment risk, the need to increase regulatory capital or other similar factors. Other Real Estate Owned Real estate acquired through foreclosure is carried at the lower of cost or fair value less estimated selling costs. Subsequent decreases in fair value are recognized as charges to expense. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the lesser of the lease terms or estimated useful lives of the assets, which are generally 3 to 10 years. Income Taxes Deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates to the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Allowance for Loan Losses SFAS No. 114, "Accounting by Creditors for Impairment of a Loan", was issued in May 1993 and was subsequently amended by SFAS No. 118 in October 1994. The provisions of these statements are effective for fiscal years beginning after December 15, 1994 and are applicable to all creditors and to all loans that are individually and specifically evaluated for impairment, uncollateralized as well as collateralized. It requires that impaired loans be measured at either, (1) the present value of expected cash flows at the loan's effective rate, (2) the loan's observable market price, or (3) the fair market value of the collateral of the loan. In general, these statements are not applicable to large groups of smaller-balance loans that are collectively evaluated for impairment such as credit cards, residential mortgage and/or consumer installment loans. Adoption of SFAS Nos. 114 and 118 did not have a material effect on the financial statements of the Company in 1995. Income recognition on impaired loans conforms to the method the Company uses for income recognition on nonaccrual loans. The allowance for loan losses is maintained at a level deemed appropriate by management to adequately provide for known and unidentified losses in the loan portfolio. The allowance is based upon a number of factors, including prevailing and anticipated economic trends, industry experience, industry and geographic concentrations, estimated collateral values, management's assessment of credit risk inherent in the portfolio, delinquency trends, historical loss experience, CNB's underwriting practices and other relevant factors. Additions to the allowance, in the form of provisions, are reflected in current operating results, while charge-offs to the allowance are made when a loss is determined to have occurred. Because the allowance for possible loan losses is based on estimates, ultimate losses may vary from the current estimates. Income per Share Income per share, adjusted for stock dividends, is based on weighted average common and common equivalent shares outstanding of 1,894,400 in 1995; 1,628,500 in 1994 and 1,587,000 in 1993. Page 28 Sales and Servicing of Small Business Administration ("SBA") Loans The Company originates loans to customers under SBA programs that generally provide for SBA guarantees of 70% to 90% of each loan. The Company generally sells the guaranteed portion of each loan to an investor and retains the unguaranteed portion and servicing rights in its own portfolio. Gains on these sales are earned through the sale of the guaranteed portion of the loan for an amount in excess of the adjusted carrying value of the portion of the loan sold. The Company allocates the carrying value of such loans between the portion sold, the portion retained and a value assigned to the right to service the loan. The difference between the adjusted carrying value of the portion retained and the face amount of the portion retained is amortized to interest income over the life of the related loan using a method which approximates the interest method. The value assigned to the right to service is also amortized over the estimated life of the loan. Funding for the SBA programs depend on annual appropriations by the U.S. Congress. NOTE 2 -- INVESTMENT SECURITIES U.S. Government and agency obligations, municipal securities and other securities are summarized as follows: Amortized Unrealized Unrealized Market (Dollars in thousands) December 31,1995 Cost Gains Losses Value - ------------------------------------------------------------------------------------------------------------------- U.S. Treasury obligations $ 5,987 $ 24 $ -- $ 6,011 U.S. Agency obligations: Mortgage-backed obligations 8,190 159 -- 8,349 Fixed and variable rate notes 34,199 145 -- 34,344 Other mortgage-backed obligations 4,195 102 -- 4,297 Federal Reserve Bank stock 230 -- -- 230 Federal Home Loan Bank stock 739 -- -- 739 ------------------------------------------------ Total securities held to maturity 53,540 430 -- 53,970 U.S. Treasury obligations available for sale 3,504 5 -- 3,509 ------------------------------------------------ Total securities $57,044 $435 $ -- $57,479 ================================================ December 31, 1994 U.S. Treasury obligations $10,420 $ -- $ 115 $10,305 U.S. Agency obligations: Mortgage-backed obligations 8,989 -- 415 8,574 Fixed and variable rate notes 34,348 3 1,563 32,788 State and political subdivisions 1,482 4 2 1,484 Federal Reserve Bank stock 230 -- -- 230 Federal Home Loan Bank stock 703 -- -- 703 Other mortgage-backed obligations 4,334 -- 228 4,106 ------------------------------------------------ Total securities held to maturity 60,506 7 2,323 58,190 Total securities available for sale -- -- -- -- ------------------------------------------------ Total securities $60,506 $ 7 $2,323 $58,190 ================================================ Page 29 CUPERTINO NATIONAL BANK Notes to Consolidated Financial Statements (Cont.) Securities with a carrying value of $14,509,000 and $24,868,000 at December 31, 1995 and 1994, respectively, were pledged to secure public deposits and for other purposes required by law or contract. During 1995, 1994 and 1993, there were no sales of securities. The following table shows amortized cost and estimated market value of the Company's investment securities by year of maturity at December 31, 1995. 1997 2001 2006 and (Dollars in thousands) 1996 through 2000 through 2006 Thereafter Total - ----------------------------------------------------------------------------------------------------------------------- U.S. Treasury obligations $ 5,987 $ -- $ -- $ -- $ 5,987 U.S. Agency obligations: Mortgage-backed obligations (1) -- 95 2,730 5,337 8,162 Fixed and variable rate notes (2) 8,000 17,727 6,485 1,987 34,199 Other mortgage-backed obligations (1) -- -- -- 4,224 4,224 Federal Reserve Bank stock -- -- -- 230 230 Federal Home Loan Bank stock -- -- -- 739 739 --------------------------------------------------------------------- Total investment securities held to maturity 13,987 17,822 9,215 12,517 53,541 U.S. Treasury obligations available for sale 3,504 -- -- -- 3,504 --------------------------------------------------------------------- Total securities $17,491 $17,822 $9,215 $12,517 $57,045 --------------------------------------------------------------------- Market Value $17,478 $17,800 $9,471 $12,732 $57,481 ===================================================================== Weighted average yield 4.8% 6.6% 7.5% 7.8% 6.8% ===================================================================== (1) Mortgage-backed securities are shown at contractual maturity, however the average life of these mortgage-backed securities may differ due to principal prepayments. (2) Certain U.S. Agency fixed and variable rate note obligations may be called, without penalty,at the discretion of the issuer. This may cause the actual maturities to differ significantly from the contractual maturity dates Investments in the Federal Reserve Bank and the Federal Home Loan Bank are required in order to maintain membership and support activity levels. NOTE 3 - LOANS The following is a summary of loans by category as of December 31: (Dollars in thousands) 1995 1994 - -------------------------------------------------------------------------------- Commercial $ 88,646 $ 81,695 Real estate construction and land 23,889 18,117 Real estate term 23,026 13,133 Consumer and other 28,666 21,059 ---------------------- Total loans, gross 164,227 134,004 Deferred loan fees and discounts (851) (847) ---------------------- Total loans, net of deferred fees 163,376 133,157 Allowance for loan losses (2,683) (2,918) ---------------------- Total loans, net 160,693 130,239 Loans held for sale -- 5,383 ---------------------- Total loans $160,693 $135,622 ====================== Page 30 CUPERTINO NATIONAL BANK NOTE 4-ALLOWANCE FOR LOAN LOSSES The following summarizes the activity in the allowance for loan losses for the years ended December 31: (Dollars in thousands) 1995 1994 1993 - -------------------------------------------------------------------------------- Balance January 1 $ 2,918 $ 2,247 $ 1,748 Loans charged off (1,074) (1,012) (1,228) Recoveries 158 63 48 Provision for loan losses 681 1,620 1,679 -------------------------------------- Balance December 31 $ 2,683 $ 2,918 $ 2,247 ====================================== The following table sets forth non-performing loans as of December 31, 1995, 1994 and 1993. Non-performing loans are defined as loans which are on non- accrual status, loans which have been restructured, and loans which are 90 days past due but are still accruing interest. Interest income foregone on non- performing loans outstanding at year-end totaled $245,000, $275,000 and $129,000 for the years ended December 31, 1995, 1994 and 1993, respectively. Interest income recognized on the non-performing loans approximated $63,000, $50,000 and $25,000 for the years ended December 31, 1995, 1994 and 1993. (Dollars in thousands) 1995 1994 1993 - -------------------------------------------------------------------------------- Non-accrual loans $2,513 $3,244 $ 997 Accruing loans past due 90 days or more 830 1,371 1,903 Restructured loans -- -- -- ------------------------------- Total $3,343 $4,615 $2,900 =============================== At December 31, 1995, the recorded investment in impaired loans was approximately $2.5 million with a corresponding valuation allowance of $509,000. For the year ended December 31, 1995, the average recorded investment in impaired loans was approximately $2.6 million. The Company did not recognize interest on impaired loans during the twelve months ended December 31, 1995. NOTE 5 - OTHER REAL ESTATE OWNED Other real estate owned consists of the following at December 31: (Dollars in thousands) 1995 1994 - -------------------------------------------------------------------------------- Real estate acquired through foreclosure $-- $375 Allowance for estimated loan losses -- -- ------------------ Other real estate owned, net $-- $375 ================== The following summarizes other real estate operations, which are included in operating expenses, for the years ended December 31: (Dollars in thousands) 1995 1994 1993 - -------------------------------------------------------------------------------- Income (loss) from: Real estate operations, net $(18) $ (6) $ 10 Provision for estimated losses (17) (42) (231) -------------------------------- Other real estate, net $(35) $(48) $(221) ================================ Page 31 CUPERTINO NATIONAL BANK Notes to Consolidated Financial Statements (Cont.) NOTE 6 - PREMISIES AND EQUIPMENT Premises and equipment at December 31, 1995 and 1994 are comprised of the following: (Dollars in thousands) 1995 1994 - -------------------------------------------------------------------------------- Leasehold improvements $ 853 $ 993 Furniture and equipment 2,717 2,463 Automobiles 157 140 ------------------------ Total 3,727 3,596 Accumulated depreciation and amortization (2,167) (2,162) Fixed assets in progress 357 -- ------------------------ Premises and equipment, net $ 1,917 $ 1,434 ======================== NOTE 7 - OTHER BORROWINGS Short term borrowings are detailed as follows: (Dollars in thousands) 1995 1994 1993 - -------------------------------------------------------------------------------------- Federal funds purchased Balance at December 31 $ -- $ 7,000 $ -- Average Balance 1,120 1,800 277 Maximum amount outstanding at any month end 5,600 12,000 -- Average interest rate: During the year 5.96% 4.18% 3.56% At December 31 -- 6.50% -- Securities sold under agreements to repurchase Balance at December 31 $ -- $10,256 $ -- Average Balance 11,486 5,908 -- Maximum amount outstanding at any month end 26,994 24,153 -- Average interest rate: During the year 6.12% 5.13% -- At December 31 -- 6.29% -- Federal funds purchased generally mature the following day after the purchase while securities sold under agreements to repurchase generally mature within 30 days from the various dates of sale. In 1995, the Company consummated a private offering of $3.0 million in 11.5% subordinated notes. The notes, which will mature on September 15, 2005, were offered to the Board of Directors, bank officers and other accredited investors within the meaning of Rule 501 under the Securities Act of 1933, as amended. The debentures are redeemable by the Company after September 30, 1998 at a premium ranging from 0% to 5% of the premium redeemed. The notes qualify as Tier 2 capital of the Bank (see Note 13). Page 32 CUPERTINO NATIONAL BANK NOTE 8- INCOME TAXES Income tax expense was comprised of the following for the years ended December 31: (Dollars in thousands) 1995 1994 1993 - -------------------------------------------------------------------------------- Current: Federal $(214) $518 $ 539 State -- 88 245 Total current expense (benefit) (214) 606 784 Deferred: Federal 373 125 (148) State (2) 3 (98) Total deferred expense (benefit) 371 128 (246) Total expense $ 157 $734 $ 538 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company's deferred income tax assets (liabilities) as of December 31, 1995 and 1994 are as follows: (Dollars in thousands) 1995 1994 - -------------------------------------------------------------------------------- Loan loss reserves $ 605 $ 904 OREO valuation -- -- Deferred compensation 72 48 State income taxes 148 243 Other (125) (124) -------------------------- Deferred tax asset $ 700 $ 1,071 ========================== No valuation allowance has been provided in 1995 and 1994. The components of the deferred tax benefit, which results from differences in the recognition of certain items for tax and financial reporting purposes, were as follows: (Dollars in thousands) 1995 1994 1993 - -------------------------------------------------------------------------------- Provision for loan losses $299 $ 136 $ (97) Cash basis income tax reporting -- -- (12) State income taxes 1 224 93 Other 71 (232) (230) -------------------------------- Total deferred expense (benefit) $371 $ 128 $(246) ================================ Page 33 CUPERTINO NATIONAL BANK Notes to Consolidated Financial Statements (Cont.) A reconciliation from the statutory income tax rate to the consolidated effective income tax rate follows, for the years ended December 31: (Dollars in thousands) 1995 1994 1993 - ------------------------------------------------------------------------------------------------------------------- Statuatory federal tax rate 35.0% 35.0% 35.0% California franchise tax expense, net of federal income tax benefit -- 2.9% 6.9% Exempt income (8.7)% (4.1)% (3.2)% Other, net 6.7% 1.2% ----------------------------------------- Effective income tax rate 33.0% 35.0% 37.5% ========================================= NOTE 9 - OTHER OPERATING EXPENSES The major components of other operating expense are as follows for the years ended December 31: (Dollars in thousands) 1995 1994 1993 - --------------------------------------------------------------------------------------------------------------- Supplies $ 202 $ 197 $ 153 Telephone 169 163 113 Director fees 147 145 142 Insurance 150 144 137 Correspondent bank charges 158 118 106 Advertising 209 87 88 Other 867 646 686 ------------------------------------- Total $1,902 $1,500 $1,425 ===================================== NOTE 10 - EMPLOYEE BENEFIT PLANS The Company has stock option plans under which incentive and non-statutory stock options may be granted to employees and directors to purchase up to 415,746 shares of common stock at prices not less than the fair market value of such stock at the date the options are granted. Options generally expire 10 years after the date of grant and generally become exercisable in annual installments of 20 percent to 33 percent. As of December 31, 1995, options for 266,330 shares were exercisable and options for 60,429 shares were available for future grant. Additional stock option information follows: Options outstanding(1) Number of shares Option price per share - -------------------------------------------------------------------------------------------------------------- Balance, January 1, 1993 377,386 $3.85-$ 7.29 Granted 14,087 7.26- 9.68 Exercised (20,659) 4.13- 7.36 Canceled (7,378) 6.91- 7.36 -------------------------------- Balance, December 31, 1993 363,436 $3.85-$ 9.68 Granted 83,012 8.00- 9.09 Exercised (84,577) 4.25- 7.28 Canceled (11,793) 4.05- 8.98 -------------------------------- Balance, December 31, 1994 350,078 $3.85-$ 9.68 Granted 124,823 7.95- 12.95 Exercised (75,736) 3.85- 11.68 Canceled (43,848) 4.99- 11.81 -------------------------------- Balance, December 31, 1995 355,317 $3.85-$12.95 -------------------------------- (1) Adjusted for stock dividends in 1995, 1994 and 1993 Page 34 CUPERTINO NATIONAL BANK The Company has a 401(k) tax deferred savings plan under which eligible employees may elect to defer a portion of their salary as a contribution to the plan. The Company matches the employee contributions at a rate set by the Board of Directors (currently 50% of the first 6% of deferral of an individual's salary). The matching contribution vests ratably over the first three years of employment. The Company contributed $95,000 to the plan in 1995, $72,500 in 1994, and $67,000 in 1993. The Company has established an Employee Stock Purchase Plan, as amended, under section 423(b) of the Internal Revenue Code which allows eligible employees to set aside up to 10% of their compensation toward the purchase of the Company's stock for an aggregate total of 71,722 shares. Under the plan, the purchase price is 85% of the lower of the fair market value at the beginning or end of each three month offering period. During 1995, employees purchased 11,519 shares of common stock for an aggregate purchase price of $80,000 compared to the purchase of 9,062 shares of common stock for an aggregate purchase price of $69,000 in 1994. There are 29,975 shares remaining in the plan available for purchase by employees at December 31, 1995. During 1993 and 1995, the Company entered into deferred compensation agreements with certain Bank executive officers. Under these agreements, the Company is generally obligated to provide for each such employee or their beneficiaries, during a period of up to between 30 and 40 years after the employee's death, disability or retirement, annual benefits ranging from $50,000 to $78,000. The estimated present value of future benefits to be paid is being accrued over the vesting period of the participants. Expenses accrued for this plan for the years ended December 31, 1995, 1994 and 1993 totaled $90,000, $72,000 and $48,000, respectively. The Company and the employees are the beneficiaries of life insurance policies that have been purchased as a method of financing the benefits under the agreements . These benefits will be funded through loans drawn on the policies' cash surrender value over the retirement period of each employee. At December 31, 1995, the Company's cash surrender value of these policies was $6.0 million which is included in other assets. In October 1995, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 "Accounting for Stock-Based Compensation". Under the provisions of SFAS No. 123, the Company is encouraged, but not required, to measure compensation costs related to its employee stock compensation plans under the fair market value method. Under this method, 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. If the Company elects not to recognize compensation expense under this method, it is required to disclose the pro forma net income and earnings per share effects based on the SFAS No. 123 fair value methodology. SFAS No. 123 applies to financial statements for fiscal years beginning after December 15, 1995. Earlier implementation is permitted. The Company will implement the requirements of SFAS No. 123 in 1996 and intends to only adopt the disclosure provisions of this statement. NOTE 11 - RELATED PARTY TRANSACTIONS Loans are made to executive officers, directors and their affiliates, subject to approval by the Directors' Loan Committee and the Board of Directors. An analysis of total loans to related parties for the year ended December 31, 1995 is shown as follows: (Dollars in thousands) - -------------------------------------------------------------------------------- Balance, January 1, 1995 $ 2,987 Additions 1,040 Repayments (1,830) --------- Balance, December 31, 1995 $ 2,197 ========= Page 35 CUPERTINO NATIONAL BANK Notes to Consolidated Financial Statements (Cont.) NOTE 12 - COMMITMENTS AND CONTINGENT LIABILITIES The Company leases the facilities from which it operates all of its activities. Future minimum lease commitments under all non-cancelable operating leases as of December 31, 1995 are as follows (includes lease payments for a branch location currently under construction, estimated to open in April 1996): (Dollars in thousands) 1995 - -------------------------------------------------------------------------------- 1996 $ 786 1997 863 1998 842 1999 806 2000 814 Thereafter 2,384 ------- Total $6,495 ======= During 1995, the Company entered into a twelve year operating lease contract for an additional branch location in Palo Alto, California, which will commence upon completion of construction and occupying the building. Annual lease payments will be approximately $198,000. Total rent expense was approximately $724,000, $589,000 and $475,000 for 1995, 1994 and 1993, respectively. In the normal course of business, various commitments and contingent liabilities are outstanding, such as guarantees and commitments to extend credit, that are not reflected in the accompanying consolidated financial statements. At December 31, 1995, commitments to fund loans and outstanding standby letters of credit were approximately $100.2 million and $2.2 million, respectively. The Bank's exposure to credit loss is limited to amounts funded or drawn; however, at December 31, no losses are anticipated as a result of these commitments. Loan commitments which typically have fixed expiration dates and require the payment of a fee are typically contingent upon the borrower meeting certain financial and other covenants. Approximately $59.7 million of these commitments relate to real estate construction and land loans and are expected to fund within the next 12 months. However, the remainder relate primarily to revolving lines of credit or other commercial loans, and many of these commitments are expected to expire without being drawn upon, therefore the total commitments do not necessarily represent future cash requirements. The Bank evaluates each potential borrower and the necessary collateral on an individual basis. Collateral varies, but may include real property, bank deposits, debt or equity securities, or business assets. Stand-by letters of credit are conditional commitments written by the Bank to guarantee the performance of a client to a third party. These guarantees are issued primarily relating to purchases of inventory by the Bank's commercial clients, and are typically short-term in nature. Credit risk is similar to that involved in extending loan commitments to clients, and the Bank accordingly uses evaluation and collateral requirements similar to those for loan commitments. Virtually all such commitments are collateralized. In the ordinary course of business there are various assertions, claims and legal proceedings pending against the Company. Management is of the opinion that the ultimate resolution of these proceedings will not have a material adverse effect on the consolidated financial position or results of operations of the Company. In July 1995, the Company settled a lawsuit for $1,080,000 (net of tax) which alleges that the Company did not perform its fiduciary duties and, as a result, the trust incurred losses on real estate investments that were purchased. The Company believes that insurance coverage for this settlement is available to the Company under various insurance policies and the Company is currently in the process of pursuing recovery under these policies. However, due to the uncertainty associated with the recovery, the Company reflected the $1,080,000 expense of the legal settlement in 1995 earnings. Page 36 NOTE 13 - REGULATORY MATTERS The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. 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 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 Bank to maintain minimum capital amounts and ratios (as defined in the regulations) and are set forth in the table below. At December 31, 1995, the Bank meets all capital adequacy requirements to which it is subject. As of December 31, 1995, the Bank is categorized 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 I risk-based and Tier I leverage ratios as set forth in the table. There are no conditions or events since that determination that management believes have changed the Bank's category. The Company's 1995 and 1994 capital ratios are as follows; For Capital Under Prompt Corrective Actual Adequacy Purpose Action Provisions: (Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio - ----------------------------------------------------------------------------------------------------------------- As of December 31, 1995: Total Capital (to Risk Weighted Assets $24,214 11.91% $16,285 8.00% $20,331 10.00% Tier I Capital (to Risk Weighted Assets $18,672 9.18% $ 8,135 4.00% $12,199 6.00% Tier I Capital (to Average Assets) $18,672 7.78% $ 9,196 4.00% $11,495 5.00% As of December 31, 1994 Total Capital (to Risk Weighted Assets $20,955 12.0% $13,855 8.00% $17,318 10.00% Tier I Capital (to Risk Weighted Assets $18,037 10.83% $ 6,662 4.00% $ 9,993 6.00% Tier I Capital (to Average Assets) $18,037 8.39% $ 8,599 4.00% $10,749 5.00% NOTE 14-RESTRICTIONS ON SUBSIDIARY TRANSACTIONS One of the principal sources of cash for the Company is dividends from its subsidiary Bank. Total dividends which may be declared by the Bank without receiving prior approval from regulatory authorities are limited to the lesser of the Bank's retained earnings or the net income of the Bank for the latest three fiscal years, less dividends previously declared during that period. Under these restrictions and considering minimum regulatory capital requirements, the Bank is able to declare dividends not exceeding $2,076,000 as of December 31, 1995. The Bank is subject to certain restrictions under the Federal Reserve Act, including restrictions on the extension of credit to affiliates. In particular, the Bank is prohibited from lending to the Company unless the loans are secured by specified types of collateral. Such secured loans and other advances from the Bank are limited to 10% of the Bank's shareholders' equity, or a maximum of $1,765,000 at December 31, 1995. No such advances were made during 1995 or exist as of December 31, 1995. Page 37 NOTE 15 - PARENT ONLY FINANCIAL STATEMENT The financial statements of Cupertino National Bancorp (parent company only) follow: Parent Company Only Balance Sheets (Dollars in thousands) December 31, 1995 1994 - ---------------------------------------------------------------------------------------------------------------- Assets Cash and cash equivalents $ 898 $ 883 Investment in CNB 17,650 16,851 Subordinated debentures purchased by CNB 3,000 0 Other assets 126 305 ----------------------- Total $ 21,674 $ 18,039 ======================= Liabilities and shareholders' equity: Subordinated debt $ 3,000 $ 0 Other liabilities 2 2 ----------------------- Total liabilities 3,002 2 Shareholders' equity Common stock 17,680 14,901 Retained earnings 992 3,136 ----------------------- Total shareholders' equity 18,672 18,037 ----------------------- Total liabilities and shareholders' equity $ 21,674 $ 18,039 ======================= Parent Company Only Statements of Operations (Dollars in thousands) Years ended December 31, 1995 1994 1993 - --------------------------------------------------------------------------------------------------------------- Income: Interest income $ 34 $ 17 $ 14 Other income 10 14 12 ----------------------------------- Total 44 31 26 ----------------------------------- Expenses: Occupancy and equipment 441 410 384 Less rentals received from the Bank (441) (409) (384) ----------------------------------- Net occupancy and equipment -- 1 -- Other expense 48 46 20 ----------------------------------- Total 48 47 20 ----------------------------------- Income before taxes and equity in undistributed net income of the Bank (4) (16) 6 Income tax expense -- -- 2 ----------------------------------- Income (loss) before equity in undistributed net income of the Bank (4) (16) 4 Equity in undistributed net income of the Bank 317 1,379 876 Net Income $ 313 $ 1,363 $ 880 =================================== Page 38 Parent Company Only Statements of Cash Flows (Dollars in thousands) Years ended December 31, 1995 1994 1993 - -------------------------------------------------------------------------------------------------------------------- Cash flows -- operating activities: Net income $ 313 $ 1,363 $ 880 Reconciliation of net income to net cash from operations: Equity in undistributed net income of the Bank (317) (1,379) (876) Net change in other assets 28 (205) (100) Net change in other liabilities -- (41) -- --------------------------------- Operating cash flows, net 24 (262) (96) --------------------------------- Cash flows -- investing activities: Principal repayment of loans receivable 150 -- -- Purchase of subordinated debentures by CNB (3,000) -- -- Capital contribution to the Bank (425) -- -- --------------------------------- Investing cash flows, net (3,275) -- -- --------------------------------- Cash flows -- financing activities: Proceeds from issuance of subordinated debt 3,000 -- -- Proceeds from exercise of stock options and employee stock purchases 593 613 169 Cash paid in lieu of fractional shares on stock dividends (3) (2) (4) Payment of cash dividends (324) (156) -- --------------------------------- Financing cash flows, net 3,266 455 165 --------------------------------- Net increase in cash and cash equivalents 15 193 69 Cash and cash equivalents at the beginning of the year 883 690 621 --------------------------------- Cash and cash equivalents at the end of the year $ 898 $ 883 $ 690 ================================= NOTE 16 - FAIR VALUE OF FINANCIAL INSTRUMENTS The estimated fair value of financial instruments of the Company as of December 31, 1995 and 1994 are as follows: 1995 1994 Carrying Fair Carrying Fair (Dollars in thousands) Amount Value Amount Value - -------------------------------------------------------------------------------------------------- Financial assets: Cash and cash equivalents $ 29,107 $ 29,107 $ 19,726 $ 19,726 Investment securities 57,049 57,481 60,506 58,190 Loans, net 160,693 160,854 130,239 130,000 Loans held for sale -- -- 5,383 5,383 -------------------------------------------------- Total loans, net 160,693 160,854 135,622 135,383 -------------------------------------------------- Financial liabilities: Deposits: Demand, non-interest bearing 58,986 58,986 53,880 53,880 NOW 10,158 10,158 8,331 8,331 Money Market Demand Accounts 114,021 114,021 73,623 73,623 Savings 7,995 7,995 5,951 5,951 Other time certificates 17,830 17,823 19,417 19,410 Time certificates, $100 and over 27,104 27,094 25,520 25,513 -------------------------------------------------- Total deposits 236,094 236,077 186,722 186,708 Subordinated debt 3,000 3,000 -- -- Short term borrowings -- -- 17,256 17,256 -------------------------------------------------- Page 39 CUPERTINO NATIONAL BANK Notes to Consolidated Financial Statements (Cont.) Cash and cash equivalents The carrying value reported in the balance sheet for cash and cash equivalents approximates fair value. Securities Fair values for investment securities are based on quoted market prices. Loans The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Deposit liabilities and borrowings The fair value for all deposits without fixed maturities and short term borrowings is considered to be equal to the carrying value. The fair value for fixed rate time deposits and subordinated debt are estimated by discounting future cash flows using interest rates currently offered on time deposits or subordinated debt with similar remaining maturities. Page 40 CUPERTINO NATIONAL BANCORP Report of Independent Accountants The Board of Directors and Shareholders, Cupertino National Bancorp: We have audited the accompanying consolidated balance sheets of Cupertino National Bancorp and Subsidiary as of December 31, 1995 and 1994, and the related consolidated statements of operations, shareholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The consolidated statements of operations, shareholders' equity and cash flows of Cupertino National Bancorp & Subsidiary for the year ended December 31, 1993 were audited by other auditors whose report dated January 18, 1994 expressed an unqualified opinion on those statements. 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 Cupertino National Bancorp and Subsidiary at December 31, 1995 and 1994, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles. /s/ Coopers & Lybrand, L.L.P. Coopers & Lybrand, L.L.P. San Francisco, California January 26, 1996 Page 43 Board of Directors and Officers Board Members C. Donald Allen President and Chief Executive Officer Cupertino National Bancorp Chairman of the Board and Chief Executive Officer Cupertino National Bank & Trust David K. Chui President and Chief Executive Officer PANCAL (commercial and residential real estate) Carl E. Cookson Chairman of the Board Santa Clara Land Title Company (title insurance) Jerry R. Crowley Chairman and Chief Executive Officer Treehouse, Ltd. (venture capital) Janet M. DeCarli Broker Cornish & Carey Realtors (residential and commercial real estate) John M. Gatto Chairman of the Board Cupertino National Bancorp and Chairman of the Executive Committee Cupertino National Bank & Trust Architect Maria Enterprises (real estate development) William H. Guengerich Private investor James E. Jackson Attorney at Law Jackson , Abdalah, Rodriguez & Wong Rex D. Lindsay Vice Chairman of the Board Cupertino National Bancorp and Cupertino National Bank & Trust Rancher and private investor Glen McLaughlin Chairman of the Board Venture Leasing Associates (general equipment leasing) Norman Meltzer Real estate developer, Retired Dick J. Randall Rancher and private investor Dennis W. Whittaker President Whittaker Insurance Agency, Inc. (personal and commercial insurance sales) Officers C. Donald Allen President and Chief Executive Officer Cupertino National Bancorp Chairman of the Board and Chief Executive Officer Cupertino National Bank & Trust Kenneth D. Brenner Executive Vice President Sales and Marketing Manager, Palo Alto Office David R. Hood Executive Vice President Senior Lending Officer Hall Palmer Executive Vice President Senior Trust Officer Steven C. Smith Executive Vice President, Chief Operating Officer Cupertino National Bancorp and Cupertino National Bank & Trust Colleen Carlsted Senior Vice President, Manager Commercial Loans Raul Galano Senior Vice President, Manager Trust Operations Nord Hastings Senior Vice President Chief Credit Officer Donald McMullen Senior Vice President Manager, Commercial Loans Daniel R. Michener Senior Vice President, Manager Venture Lending and Asset Based Lending Jeffrey Whalen Senior Vice President, Business Development Manager, San Jose Office Heidi R. Wulfe Senior Vice President, Chief Financial Officer, Cupertino National Bancorp and Cupertino National Bank & Trust Janice K. Alder Vice President, Commercial Loans Ralph W. Barnett Vice President, Manager SBA Loans Julie Bellestri Vice President, Manager Emerson Office Karen L. Blase Vice President, Manager MIS Cathy Colgan Vice President, Senior Trust Officer Benner Davenport Vice President, Trust Officer Michael David Vice President Business Development, Venture Lending Daniel Duarte Vice President, Manager Consumer Lending and Special Assets Cecilia K. Fu Vice President, Manager Construction Loans Cheryl Howell Vice President, Senior Trust Officer Madalyn A. Knittle Vice President, Manager Human Resources Jon Krogstad Vice President, Venture Lending Joan Leis Vice President, Cashier William McKinley Vice President, Commercial Loans Robert Mazza Vice President, Construction Loans Ruth Matosich Vice President, Manager Note Department Tammy Okuda Vice President, Commercial Loans Stella PeBenito Vice President, Trust Investment Officer Robert ProFaca Vice President, Commercial Loans Debra Reed Vice President, Senior Trust Officer Addy D. Soreco Vice President, Commercial Loans Helen Craig Titus Vice President, Senior Trust Officer Nannette Walton Vice President, Asset Based Lending Corporate Directory Stock Market Makers Cupertino National Bancorp's common stock is traded on the NASDAQ National Market System under the symbol CUNB. The newspaper abbreviation is CupNBk. Marc Arnett Hoefer & Arnett San Francisco, California (800) 346-5544 Ron Lohbeck Sutro & Co. San Jose, California (408) 292-2442 Mark T. Curtis Smith Barney Palo Alto, California (415) 493-5300 Frank Seay Dean Witter Reynolds, Inc. San Jose, California (408) 286-6060 Phillip Hage Van Kasper & Company San Francisco, California (415) 391-5600 Scott Burford or Randall Kinoshita Burford Capital/GBS Financial La Crescenta, California (800) 765-5558 Legal Counsel Gray, Cary, Ware & Freidenrich Palo Alto, California Certified Public Accountants Coopers & Lybrand, L.L.P. San Francisco, California Shareholder Relations A copy of Cupertino National Bancorp's Form 10K annual report, filed with the Securities and Exchange Comission, is available without charge. Requests for Form 10K or other shareholder information should be directed to: Shelly Binnebose Assistant Corporate Secretary Cupertino National Bancorp 20230 Stevens Creek Boulevard Cupertino, California 95014 Telephone (408) 725-2347 FAX (408) 996-0657 Registrar and Transfer Agent U.S. Stock Transfer Corporation 1745 Gardena Avenue, 2nd Floor Glendale, California 92104 (818) 502-1404 Corporate and Bank Headquarters 20230 Stevens Creek Boulevard Cupertino, California 95014 Telephone (408) 996-1144 FAX (408) 996-0657 San Jose Office 60 South Market Street San Jose, California 95113 Telephone (408) 286-1595 FAX (408) 971-4233 Palo Alto Square Office 3 Palo Alto Square Palo Alto, California 94306 Telephone (415) 852-0300 FAX (415) 493-6662 Emerson Office 400 Emerson Street Palo Alto, California 94301 Telephone (415) 833-1400 FAX (415) 473-1326 Related Financial Services Small Business Administration Real Estate Construction Consumer Lending Cupertino, California 95014 Telephone (408) 996-1144 FAX (408) 996-0657 Venture Lending Asset Based Lending 3 Palo Alto Square Palo Alto, California 94306 Telephone (415) 813-8319 FAX (415) 843-6969 The Trust Group 400 Emerson Street Palo Alto, California 94301 Telephone (415) 833-1400 FAX (415) 473-1326 [LOGO] EQUAL HOUSING LENDER [LOGO] C N B CUPERTINO NATIONAL BANK & TRUST Corporate and Bank Headquarters 20230 Stevens Creek Boulevard Cupertino, California 95014 Telephone (408) 996-1144 FAX (408) 996-0657