UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to _________________________ Commission File No. 2-76003 BAY AREA BANCSHARES (Exact name of registrant as specified in its charter) California 94-2779021 - ------------------------------- ---------- (State or other jurisdiction of IRS Employer incorporation or organization) (Identification No.) 900 Veterans Boulevard, Redwood City, CA 94063 - ---------------------------------------- ----- (Address of principal executive office (Zip Code) (650) 367-1600 - -------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ____ ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. YES X NO ____ ----- Aggregate market value of the voting stock held by non-affiliates of the Registrant at February 1, 1999: $8,874,060 Number of shares of Common Stock outstanding at February 1, 1999: 1,009,141 ----------- DOCUMENTS INCORPORATED BY REFERENCE: NONE TABLE OF CONTENTS Page ---- PART I Item 1. Business 1 Item 2. Properties 33 Item 3. Legal Proceedings 34 Item 4. Submission of Matters to a Vote of Security Holders 34 PART II Item 5. Market for Registrant's Common Stock and Related Stockholder Matters 35 Item 6. Selected Financial Data 36 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 36 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 41 Item 8. Financial Statements and Supplementary Data 42 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 61 PART III Item 10. Directors and Executive Officers of the Registrant 62 Item 11. Executive Compensation 64 Item 12. Security Ownership of Certain Beneficial Owners and Management 68 Item 13. Certain Relationships and Related Transactions 70 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 72 SIGNATURES 75 PART I ------ ITEM 1. BUSINESS. --------- Certain statements in this Annual Report on Form 10-K include forward- looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the "safe harbor" created by those sections. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors: the proposed merger with Greater Bay Bancorp; significant increases in competitive pressure in the banking industry; changes in the interest rate environment which reduce margins; general economic conditions, either nationally or regionally, less favorable than expected, resulting in, among other things, a deterioration in credit quality and an increase in the provision for possible loan losses; changes in the regulatory environment; changes in business conditions, particularly in San Mateo County; asset/liability matching risks and liquidity risks; costs and potential liabilities arising from data processing problems including those stemming from year 2000 computer malfunctions; changes in the laws and regulations regarding ATM fees, which reduce significantly the Bank's income from ATM service fees; and changes in the securities markets. (A) GENERAL ------- Bay Area Bancshares, formerly known as Area Financial Corp (the "Company"), is a California corporation and bank holding company which was incorporated on October 22, 1981. Bay Area Bank (the "Bank") was organized as a California banking corporation in 1979 and, through a reorganization in 1982, became a wholly owned subsidiary of the Company. The Bank is the only active entity affiliated with the Company. It is a full service commercial bank primarily serving Redwood City and San Carlos, California. (B) EXECUTIVE OFFICERS OF THE REGISTRANT. ------------------------------------- Mr. Robert R. Haight, 70, is the owner and founder of Woodside Road Insurance Agency in Redwood City. He is also a licensed insurance broker and agent. Mr. Haight graduated from Redwood City's Sequoia High School, having lived in Redwood City since 1942. He is a past president and director of the Redwood City Chamber of Commerce, the Redwood City Independent Insurance Agents Association, and San Mateo County Independent Agents Association. Currently Mr. Haight is a member of the Sequoia Club in Redwood City. Mr. Haight was elected Chairman of the Board, President and Chief Executive Officer of Bay Area Bancshares in 1991. Frank M. Bartaldo, Jr., 50, has been with Bay Area Bank since 1986. He currently serves as President and Chief Executive Officer of Bay Area Bank. Prior to being named President & CEO Mr. Bartaldo served as Executive Vice President and Senior Banking Officer of the Bank. In February 1996, Mr. Bartaldo was elected to serve as a director of the company's sole subsidiary, Bay Area Bank. Before his employment at Bay Area Bank, Mr. Bartaldo was a partner in a mortgage banking business and prior to that he was employed for eight years at Wells Fargo Bank. Mr. Bartaldo received his BS in Business Administration from California State University at Chico in 1971. Mr. Bartaldo is Past-President of the Redwood City-San Mateo County Chamber of Commerce. 1 Mr. Anthony J. Gould, 37, has been with Bay Area Bank since 1988. He currently serves as the Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company and of the Bank. Prior to his employment at the Bank, Mr. Gould was Controller of Old Stone Bank of California and an auditor at Deloitte and Touche, Certified Public Accountants, in Minneapolis, Minnesota. He successfully completed the uniform Certified Public Accountant's Examination in 1988. Mr. Gould received his MBA in Finance from Cal State- Hayward in 1992 and a BA in Business Administration from The University of Wisconsin - Eau Claire in 1984. William A. Peterson, 39, was hired by the Bank in September 1997 as Senior Vice President/Senior Lending Officer. Before his employment with the Bank, Mr. Peterson worked as Vice President, Construction Loan Manager for The Pacific Bank (formerly Burlingame Bank) since 1994. Prior to that he was Vice President at Borel Bank beginning his employment there in 1984. Mr. Peterson graduated from Stanford University in 1982 with BA degrees in both Economics and English. Mark V. Schoenstein, 42, has been with Bay Area Bank since May, 1988. He currently serves as Senior Vice President, Construction Loan Department. Prior to joining the Bank, Mr. Schoenstein worked two years at Glendale Federal in its Construction Loan Department and worked in construction management prior to that. Mr. Schoenstein is a graduate of the Pacific Coast Banking School (1996), holds a BA in History from San Francisco State University (1982) and is a licensed California general contractor. (C) BAY AREA BANK - COMPANY SUBSIDIARY ---------------------------------- PROPOSED MERGER OF HOLDING COMPANIES - ------------------------------------ On January 26, 1999, the Company and Greater Bay Bancorp signed an Agreement and Plan of Reorganization for a merger of the two companies. Following the transaction, Bay Area Bank, will operate as a wholly owned subsidiary of Greater Bay Bancorp, along with Greater Bay Bancorp's other bank subsidiaries, Mid-Peninsula Bank, Cupertino National Bank, Peninsula Bank of Commerce and Golden Gate Bank. The combined company will have total assets of approximately $1.8 billion and equity of approximately $107 million. The terms of the agreement provide for the Company's shareholders to receive shares of Greater Bay Bancorp stock in a tax-free exchange for their shares of the Company. For each outstanding share of the Company, Greater Bay Bancorp will issue 1.38682 shares if the market price of its stock is $30.00 or more at closing, or 1.44271 shares if the market price of its stock is $30.00 or more at the closing. Following the merger, the shareholders of the Company will own approximately 12.7% of the combined company, after giving effect to all outstanding options. The merger is expected to be accretive to Greater Bay Bancorp's earnings in 1999 based on reductions in operating expenses and revenue enhancements resulting from an expanded product line and increased lending capacity that can be utilized at the Bank. Management of the organizations believe that significant opportunities exist to enhance the spectrum of financial services offered to both existing and future clients of the Bank while also increasing market penetration in the San Francisco Peninsula market areas. Greater Bay Bancorp's Board of Directors will be expanded to 15 members with the addition of one current director of the Company. The Board of Directors of Bay Area Bank will continue and will include David L. Kalkbrenner, President and Chief Executive Officer of Greater Bay 2 Bancorp. Frank Bartaldo, Jr., President and Chief Executive Officer of Bay Area Bank, will remain in that capacity. The merger is subject to certain conditions, including the approval of the Company's shareholders and regulatory approval, and will be accounted for as a pooling of interests. Subject to these conditions, the merger is expected to be completed late in the second quarter of 1999. Greater Bay Bancorp and its financial services subsidiaries, Cupertino National Bank, Mid-Peninsula Bank, Peninsula Bank of Commerce and Golden Gate Bank, along with its operating divisions, Greater Bay Bank Santa Clara Valley Commercial Banking Group, Greater Bay Corporate Finance Group, Greater Bay International Banking Division, Greater Bay Trust Company, Pacific Business Funding and Venture Banking Group, serve clients throughout Silicon Valley, the San Francisco Peninsula and the Contra Costa Tri Valley Region, with offices located in San Jose, Cupertino, Santa Clara, Palo Alto, Redwood City, San Mateo, Millbrae, San Bruno, San Francisco and Walnut Creek. GENERAL BANKING SERVICES - ------------------------ The Bank provides a wide range of commercial banking services to individuals, professionals and small to medium-sized businesses. The services provided include those typically offered by commercial banks, such as: interest-bearing and noninterest-bearing checking accounts, savings and time deposit accounts, business and personal loans, collection services, safe depository facilities, funds transfers, the issuance of money orders, cashiers checks, and the sale of travelers' checks. The Bank also operates a network of off-site Automated Teller Machines (ATMs). The Bank does not generally provide international banking or trust services but has arranged for its correspondent banks to offer those and other services to its customers. Individuals and small to medium-sized businesses form the core of the Bank's customer and deposit base. In order to attract these types of customers, the Bank offers extensive personalized contact, specialized services and banking convenience, including extended banking hours. The Bank is not a member of the Federal Reserve System. However, the deposits of each of its depositors are insured up to $100,000 by the Bank Insurance Fund which is managed by the Federal Deposit Insurance Corporation (the "FDIC"). The Bank's business is not seasonal with the exception of ATM revenues, which are highest in the summer months. EXISTING LOCATIONS - ------------------ The Bank conducts business from its principal office located at 900 Veterans Boulevard, Redwood City, California. One other location in Redwood City houses the Bank's data processing and accounting activities. See Item 2, "Properties." The Bank also operates 52 (as of December 31, 1998) automated teller machines (ATMs) at 37 additional locations. DEPOSITS - -------- Most of the Bank's deposits are obtained from individuals, professionals and small to medium-sized businesses. As of December 31, 1998, the Bank had a total of approximately 7,102 3 accounts consisting of 1,939 noninterest-bearing demand deposit (checking) accounts with an average balance of approximately $17,300 each; 2,111 savings, interest-bearing demand, and money market accounts with an average balance of approximately $32,300 each; and 1,390 certificates of deposit, IRAs and Keoghs with an average balance of approximately $24,900. See "Description of Business - Selected Statistical Information - Deposits and Time Deposits." The Bank has a local corporate customer whose total deposit relationship with the Bank comprised approximately 4.5% of the Bank's total deposit balances at 12/31/98. This customer has never borrowed from the Bank and the funds, which had historically been held in a money market deposit account, were transferred to time deposits accounts in September of 1998 which mature at various times in 1999. Bank management believes that some of these funds may be withdrawn from the Bank in 1999. Given the Bank's ability to raise cash through taking on additional deposits, using its available credit facilities, and the sale of liquid assets, the loss of these deposits, or any one deposit or a few depositors would not, in the opinion of management, have a material adverse effect on the business of the Bank. LENDING ACTIVITIES - ------------------ The Bank concentrates its lending activities primarily in four areas: 1) business loans, 2) short-term real estate loans, with a particular emphasis on providing loans to small to medium-sized businesses, 3) construction lending and 4) consumer/installment loans. As of December 31, 1998 these four loan categories accounted for approximately 26%, 37%, 30% and 7%, respectively, of the Bank's gross loan portfolio. The interest rates charged for the various loans made by the Bank vary with the degree of risk and size and maturity of the loans involved and are generally affected by competition, governmental regulation and current money market rates. As of December 31, 1998 the Bank had gross loans outstanding of $110.2 million as well as undisbursed loan commitments of approximately $33.3 million. As of December 31, 1997 the Bank had gross loans outstanding of $86.0 million as well as undisbursed loan commitments of approximately $34.1 million. For borrowers desiring loans in excess of the Bank's lending limits, the Bank may make such loans on a participation basis, with its correspondent banks taking the amount of the loans which are in excess of the Bank's lending limits. In other cases, the Bank may refer such borrowers to larger banks or lending institutions. The proposed merger of the Company and Greater Bay Bancorp would affiliate the Bank with other subsidiaries of Greater Bay Bancorp and provide additional resources for loan participations. See Item 1, "Business - - Bay Area Bank - Company Subsidiary - Proposed Merger of Holding Companies." The Bank's business activity is primarily with customers located within San Mateo County. Although management of the Bank attempts to keep the loan portfolio diversified, a significant portion of the loan portfolio is dependent upon the real estate economic sector. If the local real estate sector were to experience a substantial economic decline, it could have a material detrimental effect on the performance of the Bank's loans. In an effort to dilute the potential effect of such an event, the Bank has several precautionary measures in place. Generally, the Bank's loans are secured by real estate, stock or other assets. Loans are based on the borrowers' established integrity, historical cash flow, and willingness and ability to perform on commitments. The Bank's policy is to protect the soundness of the loan and to secure it with collateral where deemed necessary. In the event of loan default, the Bank's means of recovery is through collection efforts and judicial procedures. For most loans, the Bank is required by law to obtain an appraisal of collateral to determine the adequacy of the 4 collateral. Loans collateralized by real estate generally do not exceed 80% of appraised market value at the time of origination. The Bank does not normally make long-term fixed rate loans to be held to maturity. Approximately 80% of the loans in the portfolio were originated as adjustable rate loans. The most frequently used index to determine adjustments is the prime rate as published in The Wall Street Journal. Other indexes used are the six month treasury bill rate and an internal bank base rate. Most of these loans are subject to adjustment on a monthly, quarterly, semi-annual or annual basis. The Bank typically holds the loans originated, in the normal lending activities listed above, to maturity. ELECTRONICS FUNDS SERVICES - -------------------------- In 1993, the Bank started an Electronic Funds Transfer (EFT) Department for the purpose of increasing service fee income primarily by establishing a network of off-site automatic teller machines (ATMs). As of December 31, 1998 the Bank had 52 machines in 37 locations (as compared to 46 machines in 32 locations at December 31, 1997), including tourist centers, horse racing tracks, truck stops and shopping centers in California. As of December 31, 1998, the Bank's investment in ATMs and related equipment was $1.7 million . This equipment had a book value (cost less accumulated depreciation) of approximately $206,000 at December 31, 1998. Depreciation expense for the Bank's ATM assets was $265,000 in 1998 and $320,000 in 1997. The average cash outstanding in the machines throughout 1998 was $2.8 million as compared to $3.5 million in 1997. The Bank enters into individual agreements with the owner of each site to place the machine; the Bank does not own these premises. The Bank receives revenue from each transaction based on a service contract negotiated with the management at each site. During 1998, ATM service fee income was $1.44 million and ATM interchange and other income was $535,000. Total revenue from the EFT department was $1.97 million, a decrease of $80,000 or 4.0% under total department revenues in 1997. Total expense for the department was $1.52 million in 1998, a 16% decrease over 1997, bringing the EFT department's contribution to pretax income for 1998 to $454,000 as compared to $346,000 in 1997. During 1997, ATM service fee income was $1.48 million and ATM interchange and other income was $634,000. Total revenue from the EFT department was $2.03 million in 1997, an increase of $236,000 or 13% over total department revenues in 1996. Total expense for the department in 1997 was $1.77 million, an increase of $116,000 or 7% over 1996, bringing the EFT department's contribution to pretax income for the year ended December 31, 1997 to $346,000 as compared to $226,000 for the year ended December 31, 1996. The 1998 results include approximately $164,000 in costs allocated to the department from the Bank, including $152,000 in internal interest charges (@ 5.53% per annum) for the use of funds, and $12,000 in administrative support. Another primary component of expense was $309,000 in first line and second line maintenance, which is the cost of servicing these machines by a third party (i.e. adding cash, clearing paper jams, etc.). The 1997 results include approximately $208,000 in costs allocated to the department from the Bank, including $196,000 in internal charges for the use of funds, and $12,000 in administrative support. See a further discussion of ATM operations at Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." The Bank expects its operating costs in the EFT department to continue go down in 1999 in large part due to a decrease in depreciation expense, which averaged $370,000 in 1996 and 1997, 5 and declined to $265,000 in 1998. The amortization of a settlement expense incurred in connection with a former EFT consultant ended in June 1998. The Company had approximately 12% of the original costs of the capital expenditures of the department ,or $206,000, remaining on its books at December 31, 1998. Depreciation expense for ATM assets held at December 31, 1998 is expected to be approximately $103,000 in 1999 and $40,000 in 2000. The Bank is uncertain as to whether or not it will be successful in expanding ATM operations in 1999. The market place has become saturated and competition for new ATM sites, as well as bidding for contractual renewals, has been intense and is expected to continue. This competition may result in marginally less revenue to the Bank on future new ATM sites and upon site renewals. Income from the EFT Department may also be less than expected if state or federal laws are changed to limit the ability of the Bank to place more ATMs in service, or to limit or eliminate the charges the Bank may collect from the use of those ATMs. If this such legislation is adopted, the Bank's income from its ATM network may be severely reduced to the amount the Bank receives from interchange fees. The department could not cover its expenses at that level of revenue. YEAR 2000 COMPUTER PROGRAMMING STATUS - ------------------------------------- The Company is actively involved in evaluating and addressing any potential effects on the Company's operations as a result of Year 2000 ("Y2K") computer programming problems. The Company's primary plan is to merge with Greater Bay Bancorp ("GBB") and have the Bank's computer systems converted to the systems operated by GBB. It is projected that the merger will take place in the second quarter of 1999 and that the Bank's systems will be converted shortly thereafter. There can be no assurance, however, that the merger and conversion will take place as scheduled. See Item 1, "Business - Bay Area Bank - Company Subsidiary - Proposed Merger of Holding Companies." GBB's computer systems and programs are designed and supported by companies specifically in the business of providing such products and services. GBB's year 2000 plan includes evaluating existing hardware, software, ATM's, vaults, alarm systems, communication systems and other electrical devices, testing critical application programs and systems, both internally and externally, establishing a contingency plan and upgrading hardware and software as necessary. The initial phase of the project was to assess and identify all internal business processes requiring modification and to develop comprehensive renovation plans as needed. This phase was largely completed in mid-1998. The second phase was to execute those renovation plans and begin testing systems by simulating year 2000 data conditions. This phase was largely completed in 1998. Testing and implementation is planned to be completed during the first half of 1999. GBB is currently in the process of developing contingency plans for year 2000 readiness. GBB has engaged a third party company, which specializes in developing contingency plans for financial institutions for year 2000, to assist GBB in analyzing the impact of year 2000 on its business. This business impact analysis was completed in 1998 and GBB's contingency plans for year 2000 readiness currently are substantially complete. There can be no assurance, however, that such contingency plans will be successful. Prior to the announcement of the proposed merger of the Company with GBB, the Bank adopted and was pursuing a separate Policy and Strategy to guard against any disruption of service arising from the date change at January 1, 2000. This Policy and Strategy are now the 6 contingency plan in the event the proposed merger is not completed in time to convert the Bank's system prior to December 31, 1999. The Company intends to pursue the Policy and Strategy to the extent necessary for it to be available as a contingency plan. The primary elements of the Policy and Strategy address the Bank's ability to become Y2K compliant in the following areas: deposit data processing, wire transfer processing, loan data processing and documentation, ATM servicing and electronic data interchange systems, accounting and various internal/environmental systems, such as voicemail and electronic mail systems and HVAC and office equipment. The Bank's Year 2000 Strategy contains detailed steps for assessment of the complexity of becoming Y2K compliant, including determining (1) the effect of Y2K on the Bank's main computer system, and on each subproduct used by each department that interfaces with the main computer system; (2) hardware requirements for all applications and whether new hardware needs to be purchased; (3) whether the internal/environmental systems are Y2K compliant; and (4) whether the services provided by outside vendors with respect to the payment system functions are Y2K compliant. In addition, the assessment includes reviewing third-party contracts to determine whether vendors are required to be Y2K compliant and changing contracts or vendors as necessary to assure compliance, and reviewing the effect of Y2K on all large corporate borrowers and assessing those borrowers' ability to become Y2K compliant with respect to credit evaluations. Once the above assessment is completed, the Bank will take the steps necessary to replace equipment or software as needed, and to replace vendors of services who cannot provide certification of compliance. This is being done in connection with a planned upgrade of computer equipment and products that would go forward even if the year 2000 were not approaching. In connection with the Policy and Strategy described above, the Bank has adopted a formal testing plan, which sets forth the specific testing methodology guidelines and types of testing to be used, and sets forth the dates for which accuracy testing is to be conducted. In addition to evaluating its own systems, the Loan Committee of the Board of Directors has instructed bank management to include a Y2K exposure evaluation of all new loans submitted. The Bank's primary data processing system (which consists of software that manages loans, deposits and accounting) is provided to the Bank by a third party. The programming that controls the deposit function was upgraded in 1997 in order to be year 2000 compliant. The lending and accounting programs were upgraded in 1998. The Bank's investments software is handled by a third party that has provided assurances of Y2K readiness. The Bank will incur certain costs associated with the testing and determinations necessary to address Y2K compliance. These costs include the cost of the internal testing that is being done, and the costs of any outside auditors or other personnel that will be necessary to evaluate the results of the tests. In addition, the Bank will be receiving the software upgrades referred to above, and will be purchasing new computer hardware to achieve compliance. The Bank currently estimates that the cost of becoming compliant will be approximately $239,000. The expenditures are not expected to have a material impact on the Bank's results of operations. The Bank is also developing a business resumption contingency plan to respond to any failures of core business processes at critical dates due to the Y2K problem. The purpose of the plan is to establish a course of action to help it resume core business processes in an orderly way in the event of a system failure. This business resumption contingency planning is being done because, notwithstanding successful efforts to thoroughly implement Y2K-ready systems, the 7 potential exists that systems will not operate as expected. The plan is being developed in order to be implemented in a timely manner. Finally, the Bank does not expect that any of its major corporate customers will have Y2K problems that result in any loan losses to the Bank from those customers, based on the due diligence that the Bank has conducted to date. However, it is relatively early in the time by which many businesses are determining their exposure to this risk, and the Bank is continuing to evaluate whether any of its customers may incur problems from the date change. In addition, despite the Company's activities regarding the Y2K issue, there can be no assurances that partial or total system interruptions and costs to update the necessary hardware and software would not have a material adverse effect on the Company. CORRESPONDENT BANKS - ------------------- The Bank's primary correspondent banking relationship is with Wells Fargo Bank, San Francisco. The Bank also has accounts with Union Bank of California, Bank of America, The Federal Reserve Bank of San Francisco, Citibank of Nevada, and First USA Bank. These relationships are a result of the Bank's efforts to obtain a wide range of services for the Bank and its customers. The proposed merger of the Company and Greater Bay Bancorp would provide the Bank with an affiliate banking relationship with Greater Bay Bancorp and its subsidiary banks. See Item 1, "Business - Bay Area Bank - Company Subsidiary - Proposed Merger of Holding Companies." The Bank has an unsecured line of credit with Wells Fargo Bank of $5.0 million and an additional unsecured line of credit with Union Bank of California for $4.0 million. The Bank is also a member of the Federal Home Loan Bank of San Francisco (FHLB). The Bank has purchased $390,000 of FHLB stock, which typically pays quarterly dividends at approximately the 90 day treasury bill yield. As a member of the FHLB, the Bank may borrow up to 25% of its assets, subject to collateral and additional FHLB stock purchase requirements. Borrowing is limited to seven times the Bank's FHLB stock holdings ($2.73 million). Borrowings in excess of that amount require the purchase of FHLB stock at a ratio of one dollar of stock for every seven dollars of excess borrowing. The additional stock above the original $390,000 purchase may be retired as the debt is repaid. The Bank had $2.5 million in outstanding FHLB advances at December 31, 1998. The Bank had adequate collateral with the FHLB at December 31, 1998 to borrow an additional $3.22 million. The Bank does not currently serve, nor does it have plans to serve, as a correspondent to other banks. EMPLOYEES - --------- As of February 1, 1999, the Bank employed 36 full-time employees, including 18 Bank officers, and 10 part-time employees. Various employee benefit plans and policies are included as exhibits to this and prior Annual Reports on Form 10-K. As of February 1, 1999, the Company employed no full-time or part-time employees. The Bank pays a salary to those individuals who serve as officers of the Bank and the Company. Mr. Haight receives remuneration for his services through Director fees. See Item 1, "Business - Executive Officers of the Registrant." 8 (D) SELECTED STATISTICAL INFORMATION -------------------------------- The following tables present certain consolidated statistical information concerning the business of the Company and its subsidiary (the Bank). This information should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations at Item 7, herein, and the consolidated financial statements and the notes thereto included in the Company's 1998 Financial Statements, herein, at Item 8. DISTRIBUTION OF AVERAGE ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY - -------------------------------------------------------------------- The following table sets forth the distribution of consolidated average assets, liabilities and shareholders' equity for the years ended December 31, 1998 and 1997. Average balances have been computed using daily balances. Year Ended Year Ended 12/31/98 12/31/97 -------- -------- Average Average Balance Percent Balance Percent (000's) of Total (000's) of Total ------- -------- ------- -------- ASSETS Cash and Due From Banks $ 12,379 8.9% $ 11,350 10.1% Taxable Investment Securities 13,138 9.5 14,125 12.5 Non-Taxable Investment Securities 1,179 0.8 1,196 1.1 Federal Funds Sold 14,362 10.3 8,161 7.2 Loans, Net /(1)/ 95,212 68.5 74,745 66.4 Premises & Equipment, Net 539 0.4 736 0.7 Real Estate Owned 0 0.0 126 0.1 Other Assets & Accrued Int. Receivable 2,148 1.5 2,186 1.9 -------- -------- -------- ----- Total Assets $138,957 100.0% $112,625 100.0% ======== ======== ======== ===== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Interest-Bearing Transaction Accounts $48,538 34.9% $ 44,683 39.7% Demand 31,822 22.9 26,357 23.4 Savings 7,366 5.3 6,191 5.5 Time 34,755 25.0 23,649 21.0 -------- -------- -------- ----- Total Deposits 122,481 88.1 100,880 89.6 Other Borrowings 1,760 1.3 518 0.5 Other Liabilities & Accrued Interest 1,523 1.1 1,004 0.8 Shareholders' Equity 13,193 9.5 10,283 9.1 -------- -------- -------- ----- Total Liabilities & Shareholders' Equity $138,957 100.0% $112,685 100.0% ======== ======== ======== ===== - -------------------- /1/ Average loans include nonaccrual loans and are net of the allowance for loan losses. INTEREST RATES AND DIFFERENTIALS - -------------------------------- The following table sets forth information for the periods indicated concerning interest-earning assets and interest-bearing liabilities, and respective average yields or rates, the amount of interest income or interest expense, the net interest margin and net interest spread. 9 Year Ended December 31, 1998 ----------------------------- Interest Average Income/ Average Balance Expense Yield/ (000's) (000's) Rate ------ ------ ---- INTEREST-EARNING ASSETS Taxable Investment Securities $ 13,138 $ 797 6.5% Non-Taxable Investment Securities/1/ 1,179 60 5.1 Federal Funds Sold 14,362 756 4.8 Loans (Net of loan loss allowance)/2,3/ 95,212 10,265 10.8 -------- ------- ---- Total Interest-Earning Assets $123,891 $11,878 9.6% ======== ======= ==== INTEREST-BEARING LIABILITIES Deposits: Interest-Bearing Transaction Accounts $ 48,538 $ 1,446 3.0% Savings 7,366 297 4.0 Time 34,755 1,863 5.4 Other Borrowings 1,760 102 5.8 -------- ------- ---- Total Interest-Bearing Liabilities $ 92,419 $ 3,708 4.0% ======== ======= ==== Net Interest Income and Margin/4/ $ 8,170 6.6% ======= ==== Net Interest Spread/5/ 5.6% ==== Year Ended December 31, 1997 ---------------------------- Interest Average Income/ Average Balance Expense Yield/ (000's) (000's) Rate ------- ------ ---- INTEREST-EARNING ASSETS Taxable Investment Securities $ 14,125 $ 971 6.9% Non-Taxable Investment Securities/1/ 1,196 58 4.8 Federal Funds Sold 8,161 462 5.7 Loans (Net of loan loss allowance)/2,3/ 74,745 8,243 11.0 -------- ------- ---- Total Interest-Earning Assets $ 98,227 $ 9,734 9.9% ======== ======= ==== INTEREST-BEARING LIABILITIES Deposits: Interest-Bearing Transaction Accounts $ 44,683 $ 1,364 3.1% Savings 6,191 262 4.2 Time 23,649 1,299 5.5 Other Borrowings 518 28 5.4 -------- ------- ---- Total Interest-Bearing Liabilities $ 75,041 $ 2,953 3.9% ======== ======= ==== Net Interest Income and Margin/4/ $ 6,781 6.9% ======= ==== Net Interest Spread/5/ 6.0% ==== _______________ /1/ Yields on non-taxable investment securities are not tax adjusted. /2/ Average loans include nonaccrual loans and are net of allowances for possible loan losses. /3/ Loan interest income includes loan fees of $806,000 and $673,000 in 1998 and 1997, respectively. /4/ Net interest margin is computed by dividing net interest income by total average interest-earning assets. /5/ Net interest spread represents the average yield earned on interest- earning assets less the average rate paid on interest-bearing liabilities. RATE AND VOLUME VARIANCES - ------------------------- The following tables set forth, for the periods indicated, a summary of the changes in interest earned and interest paid resulting from changes in average asset and liability balances (volume) and changes in average interest rates. The change in interest, due to both rate and volume, has been allocated to change due to volume and rate in proportion to the relationship of absolute dollar amounts in each./1/ 10 Year Ended December 31, 1998 Compared to 1997 ---------------- Volume Rate Total (000's) (000's) (000's) ----- ----- ----- Taxable Investment Securities $ (68) $ (46) $ (114) Non-Taxable Investment Securities (1) 3 2 Federal Funds Sold 351 (117) 234 Loans 2,257 (235) 2,022 ------ ----- ------ Total $2,540 $(396) $2,144 ====== ===== ====== INCREASE (DECREASE) IN INTEREST EXPENSE Interest-Bearing Transaction Accounts $ 118 $ (36) $ 82 Savings Deposits 50 (15) 35 Time Deposits 610 (45) 565 Other Borrowings 67 7 74 ------ ----- ------ Total 845 (89) 756 ------ ----- ------ Change in Net Interest Income $1,695 $(307) $1,388 ====== ===== ====== Year Ended December 31, 1997 Compared to 1996 ---------------- Volume Rate Total (000's) (000's) (000's) ----- ----- ----- INCREASE (DECREASE) IN INTEREST INCOME Taxable Investment Securities $ 98 $ 96 $ 194 Non-Taxable Investment Securities (9) 6 (3) Federal Funds Sold 80 27 107 Loans 1,185 (150) 1,035 ------ ----- ------ Total $1,354 $ (21) $1,333 ====== ===== ====== INCREASE (DECREASE) IN INTEREST EXPENSE Interest-Bearing Transaction Accounts $ 85 $ (41) $ 44 Savings Deposits 32 0 32 Time Deposits 290 35 325 Other Borrowings 12 1 13 ------ ----- ------ Total 419 (5) 414 ------ ----- ------ Change in Net Interest Income $ 935 $ (16) $ 919 ====== ===== ====== - ---------------------- /1/ Some totals may not foot or agree to financial statements or Management's Discussion by immaterial amounts due to averaging and rounding. GAP TABLE - --------- The following table shows the Company's interest sensitive assets and liabilities based on respective maturity dates or earliest repricing opportunities (whichever is earliest) as of December 31, 1998 (in thousands of dollars). Mortgage-backed securities are shown based on expected cash flows which includes prepayments of principal. Non accrual loans of $373,000 are excluded from the table below. Adjustable rate loans which have reached an interest rate floor or ceiling are considered fixed rate loans in accordance with FDIC accounting guidelines. 3 Months 3 to 6 6 Months 1 Year More than or Less Months to 1 Year to 5 Years 5 Years Total --------- -------- ---------- ----------- ---------- --------- ASSETS Fed Funds Sold $19,200 $ 0 $ 0 $ 0 $ 0 $ 19,200 Investments 2,100 501 2,874 6,660 3,082 15,217 Gross Loans 64,606 13,383 9,161 11,365 11,676 110,191 ------- ------- ------- ------- ------- -------- Total (A) $85,906 $13,884 $12,035 $18,025 $14,758 $144,608 ======= ======= ======= ======= ======= ======== LIABILITIES Money Market & Savings $68,189 $ 0 $ 0 $ 0 0 $ 68,189 Time Deposits 14,954 9,621 7,685 2,448 0 34,708 11 FHLB Advances 0 0 500 2,000 0 2,500 ------- ------- ------- ------- ------- -------- Total (B) $83,143 $ 9,621 $ 8,185 $ 4,448 0 $105,397 ======= ======= ======= ======= ======= ======== GAP (A) - (B) $ 2,763 $ 4,263 $ 3,850 $13,577 $14,758 $ 39,211 ======= ======= ======= ======= ======= ======== GAP / (A) % 3.22% 30.70% 31.99% 75.32% 100.00% 27.11% ======= ======= ======= ======= ======= ======== Cumulative GAP $ 2,763 $ 7,026 $10,876 $24,453 $39,211 $ 78.144 ======= ======= ======= ======= ======= ======== Cumulative GAP % 3.22% 7.04% 9.73% 18.83% 27.11% 27.11% ======= ======= ======= ======= ======= ======== The table shows the Company had approximately $112 million dollars in assets and $101 million in liabilities which mature or can reprice during 1999. This indicates a cumulative one year GAP position of approximately $10.9 or 9.73% of one year assets. Because $10.9 million more liabilities than assets can mature or reprice in 1999, the Company was slightly asset sensitive, on a simple GAP basis, at December 31, 1998 (i.e., net interest margin will most likely expand when rates rise and compress if rates fall). Historically, the Company has maintained a strong net interest margin as compared to the overall banking industry. The Company manages its net interest rate margin by using defensive strategies such as extending the maturity or repricing of new liability fundings or shortening the maturity or repricing of new assets fundings. In addition, the Company has had success in recent years in growing demand deposits, which do not pay interest, thus lowering the cost of funds and exposure to rising rates. The Company's net interest margin (net interest income divided by average earning assets, see Item 1 "Business, Interest Rates and Differentials") was 6.6% in 1998, 6.9% in 1997 and 6.9% in 1996. The Company uses a computer software program which goes beyond a simple GAP analysis in its asset and liability management and measurement of interest rate exposure. This software quantifies and estimates the speed that different indexes and rates move relative to each other as well as the effect of interest rate "ceilings and floors." It also estimates the repricing speed that will most likely occur in the Company's deposit portfolio. This information is used as an indicator of the Company's real interest rate risk position, and to determine the pricing of loans and deposits, as well as to make investment decisions. INVESTMENT PORTFOLIO - -------------------- The investment portfolio is used primarily for investment income and secondarily to provide a source of liquidity to the Company through the sale and maturity of securities and through pledging of securities to secure borrowings. The investments purchased are readily marketable and have a stated or expected maturity of five years or less so as to reduce the impact on the portfolio's value when changes in interest rates occur in the marketplace. The Company held U.S. Treasury and Mortgage-backed Securities with a carrying value of approximately $1,775,000 at December 31, 1998, as "Available for Sale" (see Item 8, "Financial Statements and Supplemental Data", footnote 1d and 3) pursuant to Financial Accounting Standard Board Statement No. 115 (SFAS No. 115). Mortgage-backed securities are government issued instruments whose underlying collateral are generally first deeds of trusts conforming single family mortgages. The cash flows on these instruments are determined by the homeowners' whose notes comprise the collateral. 12 The total investment portfolio at December 31, 1998 and 1997 had an average expected maturity of approximately 4.0 and 2.8 years, respectively. The increase in average expected maturity is a result of the Bank's purchase during 1998 of $1.2 million in tax-free municipal bonds with an average maturity of 18 years. Expected maturity differs from actual maturity in the case of mortgage-backed securities due to the possibility of the loans being paid-off or refinanced before the maturity date. At December 31, 1998, the Company's total investment portfolio (which includes both available for sale and held to maturity securities) had a net unrealized gain of $119,000 (or .78% of the total portfolio). The increase in the market value of the portfolio was primarily a result of declining interest rates in the bond market in 1998, which increased the relative market value of the Company's fixed rate bond portfolio. On December 31, 1997 there was a $198,000 net unrealized gain (1.27% of the total portfolio). The Company has purchased municipal securities since June 1991 in an effort to lower the Company's effective tax rate. The Company held municipal securities with an amortized cost of $1.817 million at December 31, 1998 and $1.01 million at December 31, 1997. The Company's effective book tax rate was 41.6% in 1998, 41.1% in 1997 and 40.3% in 1996. The amortized cost and market value of the portfolio of investment securities as of December 31, 1998 and 1997 were as follows: INVESTMENT SECURITIES HELD TO MATURITY December 31, 1998 ----------------- Amortized Market Unrealized Cost Value Gain(Loss) (000's) (000's) (000's) ----- ----- ----- U.S. Treasury and Securities of Other Government Agencies and Corporations $ 3,395 $ 3,417 $ 22 States of the U.S. and Political Subdivisions 1,817 1,851 34 Mortgage Backed Securities 8,230 8,295 65 ------- ------- ---- Total $13,442 $13,563 $121 ======= ======= ==== December 31, 1997 ----------------- Amortized Market Unrealized Cost Value Gain(Loss) (000's) (000's) (000's) ----- ----- ----- U.S. Treasury and Securities of Other Government Agencies and Corporations $ 4,829 $ 4,852 $ 23 States of the U.S. and Political Subdivisions 1,007 1,027 20 Mortgage Backed Securities 8,646 8,804 158 ------- ------- ---- Total $14,482 $14,683 $201 ======= ======= ==== 13 INVESTMENT SECURITIES AVAILABLE FOR SALE December 31, 1998 ----------------- Amortized Market Unrealized Cost Value Gain(Loss) (000's) (000's) (000's) ------- ------- ------- U.S. Treasury Securities $ 504 $ 507 $ 3 Mortgage Backed Securities 1,273 1,268 (5) ------ ------ --- Total $1,777 $ 1,775 $ (2) ======= ====== ===== December 31, 1997 ----------------- Amortized Market Unrealized Cost Value Gain(Loss) (000's) (000's) (000's) ------- ------- ------- U.S. Treasury Securities $ 513 $ 513 $-- Mortgage Backed Securities 596 593 (3) ------ ------ --- Total $1,109 $1,106 $(3) ====== ====== === The following table is a summary of the relative maturities and weighted average yields of investment securities as of December 31, 1998. Yields on securities have been calculated by dividing interest income, adjusted for amortization of premium and accretion of discount, by the amortized cost of the related securities. Yields on mortgage-backed securities have been calculated using management's estimate of the expected life of the instrument. Yields on municipal securities are calculated on a tax equivalent basis using a tax rate of 40%. INVESTMENT SECURITIES HELD TO MATURITY U.S. Treasury States of and Securities of the U.S. and Mortgage Other Government Political Backed Agencies & Corporations Subdivisions Securities ------------------------ ------------- ----------- Maturing in One Year or Less Amount (000's) $3,005 $ 201 $1,265 Yield 6.15% 6.64% 6.74% Maturing After One but Within Five Years Amount (000's) $ 0 $ 0 $6,053 Yield 6.77% Maturing After Five but Within Ten Years Amount (000's) $ 0 $ 0 $ 912 Yield 6.96% Maturing After Ten Years Amount (000's) $ 0 $1,616 $ 0 Yield 6.58% EQUITY SECURITIES U.S. Treasury States of and Securities of the U.S. and Mortgage Other Government Political Backed Agencies & Corporations Subdivisions Securities ------------------------ ------------ ---------- Amount (000's) $ 390* $0 $0 Yield 5.40% _________ * Equity Securities consist of Federal Home Loan Bank stock. 14 INVESTMENT SECURITIES AVAILABLE FOR SALE U.S. Treasury States of and Securities of the U.S. and Mortgage Other Government Political Backed Agencies & Corporations Subdivisions Securities ------------------------ ------------- ---------- Maturing in One Year or Less Amount (000's) $ 504 $ 0 $ 0 Yield 6.07% Maturing After One but Within Five Years $ 0 $ 0 $1,271 Yield 6.59% LOAN PORTFOLIO - -------------- The following table shows the composition of loans by type of loan or borrower as of the end of the past five years: December 31 (000's) 1998 1997 1996 1995 1994 -------- ------- ------- ------- ------- Commercial $ 28,591 $20,679 $20,109 $17,390 $14,933 Real Estate--Mortgage 41,077 38,567 10,799 10,849 6,856 Real Estate--Construction 33,154 20,978 33,255 27,962 27,181 Installment Loans to Individuals 7,369 5,788 4,432 4,524 4,552 Loans Held For Sale 0 0 723 772 327 -------- ------- ------- ------- ------- Total $110,191 $86,012 $69,318 $61,497 $53,849 Less: Allowance for Possible Loan Losses 2,075 1,638 1,493 1,516 1,505 -------- ------- ------- ------- ------- Net Loans $108,116 $84,374 $67,825 $59,981 $52,344 ======== ======= ======= ======= ======= Total gross loans increased 28% or $24.2 million from $86.0 million at December 31, 1997 to $110.2 million at December 31, 1998. Gross loans averaged $97.1 million in 1998, an increase of $20.8 million or 27.3% in comparison to average net portfolio loans of $76.3 million in 1997. The Company's market area is primarily suburban and within commuting distance of downtown San Francisco and San Jose. Housing prices in the San Francisco Bay Area escalated rapidly in the late 1980's, creating demand for more affordable new home construction. The housing market slump beginning in 1990 resulted in decreased demand and decreasing property values that continued through 1994. Property values began to stabilize in 1996 and appreciate in 1997 and 1998. Throughout 1998 and thus far in 1999 there is a very low inventory of single family homes available for sale in San Mateo County and the market is continuing to appreciate. The Bank is located less than ten miles from the corporate headquarters of a number of large growing companies such as Oracle Corporation, Sun Microsystems, Electronic Arts, Visa International, DHL Airfreight, Oral B, Raychem Corporation, Excite, Yahoo, @Home, Franklin Funds, and Silicon Graphics. Bank management expects that continued growth in these companies will result in continued demand for commercial and residential real estate and that continued demand will increase the value of much of the collateral that secures the Bank's real estate loans. Commercial and financial lending is typically to professional corporations and companies with sales from $1 million to $10 million. Commercial revolving lines of credit are made for short-term working capital purposes and are normally secured by business 15 trade cycles. Business term loans are granted for expansion or equipment acquisition. These loans are typically repaid within five years and are granted after evaluation of the borrowers' ability to service the debt through its business operations. The Company's real estate construction loans are primarily for single family residences and commercial properties under $2 million located within San Mateo and Santa Clara counties. Loans are made to developers with a successful history of developing projects in the Company's market area. Loan to value ratios on construction loans depend upon the nature of the property, whether the property is residential or commercial and whether or not it is to be owner occupied. Typically, for residential construction loans, whether built to be owner-occupied or not, the Company's policy is to require that the loan-to-value ratio be no more than 70% and that the borrower have no less than a 50% equity interest in the land. With respect to commercial construction loans, the Company typically requires that the loan not exceed 65% of the value of the property based on capitalization of projected net income. The Company's policy is to maintain an interest reserve for the life of a construction loan, or verify adequate cash reserves or income sources to service the loan. Progress payment disbursements are made upon receipt of lien waivers, or after analysis of the project's progress by a qualified inspector. The construction lending officers also monitor progress by periodic visits to the site. Construction and land loan balances averaged $34.2 million in 1998 compared to $18.9 million in 1997. There were no construction loans transferred to real estate owned in 1998 or 1997. Aside from its construction lending, the Company generally does not make long term first deed of trust, one to four family real estate loans to be held in portfolio. However, in the event that such a loan is made, the loan amount will generally not exceed 75% of the current market value of the collateral on owner occupied properties. For non-owner occupied first deed of trust, one to four family real estate loans, the Company typically requires that the loan-to- value ratio be no more than 70%. Fixed rate loans of this type have a maturity of five years or less. Loans with annual or more frequent rate adjustment periods have a maximum maturity of fifteen years. Loan amortizations do not exceed twenty-five years. Included in installment loans to individuals are home equity lines of credit which are secured primarily by second trust deeds on single family residences. The Company typically requires a loan-to-value ratio of no more than 75% for home equity loans. Rates adjust annually and terms do not exceed fifteen years. The Company offers new and used direct automobile financing, which are also categorized as installment loans to individuals. Automobile loan terms do not exceed five years for new vehicles, with shorter terms for used cars depending on the age of the vehicle. Loans are made for up to 90% of the wholesale value for used autos and 80% of the purchase price, including tax and license, on new vehicles. The Company originates and funds all of its automobile loans directly and does not engage in indirect automobile financing or the purchase of loans from auto dealers and other third party sources. The Company had standby letter of credit commitments aggregating $825,000 and $1,205,000 at December 31, 1998 and December 31, 1997, respectively. In addition, the Company had commitments to grant $14.6 million in real estate construction loans, $13.0 million in commercial loan and other real estate loans and $5.7 million in consumer loans (including home equity loans) at December 31, 1998. 16 LOAN CONCENTRATIONS - ------------------- The Company held $28.6 million, or 26% of the Company's total loans, in loans categorized as commercial at December 31, 1998. Since a majority of these loans are to businesses in the San Mateo County area, a major economic recession in that area could have a significant and detrimental impact on the Company. There were also $41.1 million, or 37% of total loans, in commercial real estate mortgage loans. These loans are generally secured by first deeds of trust on commercial properties and are due in five years or less. At December 31, 1998, approximately $33.2 million or 30% of the Company's total loans consisted of real estate construction loans. In addition, as discussed above, undisbursed construction loan commitments totaled approximately $14.6 million. The Company is subject to the fluctuations of the California housing market generally and specifically in the San Mateo and Santa Clara County areas. The Company's construction lending business is subject to, among other things, the volatility of interest rates, real estate prices in the Company's service area and market availability of conventional real estate financing to repay such construction loans since the Company does not usually require take-out commitments. General economic conditions and, more specifically, changes in real estate values in California and the San Mateo and Santa Clara County areas could have an impact on the repayment of construction and conventional real estate loans. There can be no assurance that builders or developers will find buyers for the types of properties being constructed at prices which will insure repayment to the Company. A significant decline in real estate values and/or the demand for housing in California or in the San Mateo and Santa Clara County areas could have a material adverse impact on the financial condition of the Company. MATURITY DISTRIBUTION AND INTEREST RATE SENSITIVITY OF LOANS - ------------------------------------------------------------ The following tables show the estimated maturity distribution (in thousands of dollars) of the Company's loan portfolio, as of December 31, 1998. Non accrual loans of $145,000 are excluded from the table below. Adjustable rate loans which have reached an interest rate floor or ceiling are considered fixed rate loans in accordance with FDIC accounting guidelines. Commercial Loans: - ---------------- Loans with a Remaining Maturity of: One Year or Less $ 16,126 Over One Year to Five Years 9,432 Over Five Years 3,050 -------- Total $ 28,608 ======== Construction Loans - ------------------ Loans with a Remaining Maturity of: One Year or Less $ 37,798 Over One Year to Five Years 1,395 Over Five Years 0 -------- Total $ 39,193 ======== Real Estate, Installment and Other - ---------------------------------- Loans with a Remaining Maturity of: One Year or Less $ 7,479 Over One Year to Five Years 15,846 Over Five Years 18,920 -------- 17 Total $ 42,245 ======== Grand Total $110,046 ======== Total Loans Due in One Year or More - ----------------------------------- Fixed Rate Loans with a Remaining Maturity of: Over One Year to Five Years $ 13,335 Over Five Years 3,215 -------- Total Fixed Rate loans due in One Year or More $ 16,550 ======== Variable Rate Loans with a Repricing Frequency Of: Annually or more frequently, but less frequently than quarterly $ 32,093 -------- Total Variable Rate Loans due in One Year or More $ 32,093 ======== Total Loans due in One Year or More $ 48,643 ======== NONACCRUAL, PAST DUE AND RESTRUCTURED LOANS - ------------------------------------------- The following table shows the amount of loans classified as nonaccrual, 90 days or more past due as to principal and/or interest and restructured (as defined in Statement of Financial Accounting Standards 15) as of the end of the last five years: December 31 (000's) 1998 1997 1996 1995 1994 ----- ----- ------ ----- ----- Nonaccrual Loans $ 145 $ 373 $1,431 $ 470 $ 200 Accruing Loans Past Due 90 Days or More 0 0 234 25 0 Restructured Loans 0 0 0 0 0 ----- ----- ------ ----- ----- Total $ 145 $ 373 $1,665 $ 495 $ 200 ===== ===== ====== ===== ===== There was one loan totaling $145,000 past due 90 days or more at December 31, 1998. There were four loans totaling $373,000 past due 90 days or more at December 31, 1997. There were nine loans totaling $1.67 million past due 90 days or more at December 31, 1996. Loans past due 30 days or more but less than 90 days at December 31, 1998, 1997 and 1996, totaled $70,000, $1.23 million and $435,000, respectively. Loans are generally placed on a nonaccrual status and any accrued but unpaid interest income is typically reversed and charged against income when payment of interest or principal on the loan is 90 or more days past due. The interest accrued through 90 days may not be reversed when a loan is placed on nonaccrual status if, in the opinion of management, the collateral is sufficient to support the principal, accrued interest and any other liens, and the loan is in the process of collection. Real estate and consumer loans which are well collateralized by residential property or highly marketable collateral and which are in the process of collection, or if other circumstances exist which would justify the treatment of the loan as fully collectible, may be excepted for limited periods. Additionally, loans are placed on nonaccrual if classified doubtful or if full and timely collection becomes uncertain. Loans in the nonaccrual category are treated as nonaccrual loans even though the Company may ultimately recover all or a portion of the interest 18 due. The classification of a loan as a nonaccrual loan is not necessarily indicative of a potential charge-off. Restructured loans reflect situations where, due to the inability of the borrower to comply with the original terms of the loan, the terms have been modified, usually with an extension in maturity. These loans may reflect accrual of interest at a reduced rate. The Company's policy is to place restructured loans on nonaccrual status until such time as management determines the restructured loan's performance warrants the recognition of interest on an accrual basis. The Company may also change the terms of a loan in return for additional consideration from the borrower such as additional collateral, accelerated payment terms or principal reductions. In such cases if Company management feels the Company's position has substantially improved from the terms of the original note, the loan will not be classified as restructured. Interest income on loans on nonaccrual status during the years ended December 31, 1998, 1997, 1996 that would have been recognized in if the loans had been current in accordance with their original terms, totaled $8,000, $53,000 and $127,000 respectively. There were no loans, other than $145,000 in nonaccrual loans at December 31, 1998 and $373,000 at December 31, 1997 which are discussed above, where known information about possible credit problems of borrowers caused management to have serious doubts as to the ability of the borrowers to comply with the existing loan repayment terms. The Company adopted Financial Accounting Standards Board Statement No. 114 (SFAS No. 114), Accounting by Creditors for Impairment of a Loan, effective January 1, 1996. As a result of applying the new rules, certain impaired loans, generally non-accrual loans, are reported at the present value of expected future cash flows using the loan's effective interest rate, or as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. The valuation allowance for impaired loans at December 31, 1998 under SFAS No. 114 was $36,000 ($93,000 at December 31, 1997) which is included in the Company's allowance for possible loan losses. SUMMARY OF LOAN LOSS EXPERIENCE - ------------------------------- Inherent in the lending function is the fact that loan losses will be experienced and the risk of loss will vary with each type of loan made and the credit worthiness of the borrower over the term of the loan. To reflect the currently perceived risks of loss associated with its loan portfolio, the Company makes additions to its allowance for possible loan losses. The Company's allowance has been created by direct charges against operations through the provision for loan losses. The allowance for possible loan losses is based upon actual loan losses incurred, recoveries of previously charged off loans and other factors which, in management's judgment, deserve recognition in estimating possible loan losses, including credit risks associated with specific loans as determined by management and regulatory agencies, the historical relationship between charge- offs and the level of the allowance, the amount of past due and non-performing loans and prevailing economic conditions. In determining the actual allowance for possible loan losses to be maintained and in revising risk category assignments from time to time, management also considers the comments of a third party loan review consultant hired by the Company on a quarterly basis. Thus, the actual calculation of the adequacy of the allowance is augmented by an analysis of the present and prospective financial condition of certain borrowers, industry concentrations within the portfolio and general economic conditions. 19 The above factors used by management are essentially judgmental. After reviewing these factors, management has established the allowance at $2,075,000 or 1.88% of total gross loans at December 31, 1998. There can be no assurance that in any given period the Company might not sustain charge-offs which are substantial in relation to the size of the allowance. Loans are charged to the allowance for possible loan losses when a loss is considered probable. It is the policy of management to make additions from earnings to the allowance in relation to anticipated loan charge-offs and the inherent risk given the portfolio's composition. The continuing evaluation of the loan portfolio and assessment of current economic conditions will dictate future allowance levels. An analysis of the allowance for loan losses for the fiscal years ending December 31 for the past five years follows: December 31 (000's) 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- Allowance for possible loan losses January 1 $ 1,638 $ 1,493 $ 1,516 $ 1,505 $ 1,005 Loans Charged Off: Commercial (39) (81) (459) (213) 0 Real Estate--Mortgage 0 0 0 0 0 Real Estate--Construction 0 (40) (30) 0 0 Installment Loans (37) (14) (21) (20) (3) -------- ------- ------- ------- ------- Total Loans Charged Off (76) (135) (510) (233) (3) Recoveries: Commercial 280 39 28 33 203 Real Estate--Mortgage 0 0 0 0 0 Real Estate--Construction 0 1 24 0 0 Installment Loans 33 0 0 1 0 -------- ------- ------- ------- ------- Total Loans Recovered 313 40 52 34 203 Net Recoveries (Charge-offs) 237 (95) (458) (199) 200 Provision for possible Loan Losses 200 240 435 210 300 Allowance for possible loan losses December 31 $ 2,075 $ 1,638 $ 1,493 $ 1,516 $ 1,505 ======== ======= ======= ======= ======= Net Recoveries (Charge-offs) as Percentage of Average Outstanding Loans 0.24% -0.12% -0.69% -0.38% 0.37% Allowance For Possible Loan Losses as Percentage of Gross Loans 1.88% 1.90% 2.15% 2.47% 2.79% Allowance For Possible Loan Losses as Percentage of Non-performing Loans 1,431% 439% 90% 306% 753% 20 Non-performing Loans as Percentage of Gross Loans 0.13% 0.49% 2.16% 0.90% 0.37% Non-performing Loans as Percentage of Total Assets 0.09% 0.31% 1.61% 0.53% 0.25% Average Gross Loans $ 97,073 $76,310 $66,235 $52,487 $53,862 Total Gross Loans at Year End $110,191 $86,012 $69,318 $61,497 $53,849 As illustrated in the table above, loan recoveries exceeded charge- offs by $237,000 in 1998 and loan charge-offs exceeded recoveries by $95,000 in 1997. Management has a reporting system that monitors past due loans and has adopted policies to pursue its creditor's rights in order to preserve the Company's position. The primary risk elements considered by management with respect to each installment and conventional real estate loan is lack of timely payment and the value of the collateral. The primary risk elements considered by management with respect to real estate construction loans are fluctuations in real estate values in the Company's market areas, fluctuations in interest rates, the availability of conventional financing, the demand for housing in the Company's market areas, and general economic conditions. (See "Loan Portfolio" and "Loan Concentrations," above.) The primary risk elements with respect to commercial loans are the financial condition of the borrower, general economic conditions in the borrower's market area, the sufficiency of collateral, the timeliness of payment, and, with respect to adjustable rate loans, interest rate fluctuations. Management has a policy of requesting and reviewing annual financial statements from its commercial loan customers and periodically reviews the existence of collateral and its value. As indicated by the table above, commercial loans have been the largest category of loans charged-off in the last two years. While it is the Company's policy to charge off in the current period those loans where a loss is considered probable, there also exists the risk of future losses which cannot be precisely quantified or attributed to particular loans or classes of loans. Because this risk is continually changing in response to factors beyond the control of the Company, such as the state of the economy, management's decisions as to the level of the provision are necessarily subjective and approximate. At December 31, 1998 commercial loans comprised approximately 26% of gross loans, real estate mortgage loans were 37%, real estate construction loans were 30% and installment and other loans were 7%. At December 31, 1997 commercial loans comprised approximately 24% of gross loans, real estate mortgage loans were 45%, real estate construction loans were 24% and installment and other loans were 7%. The allowance for possible loan losses at December 31, 1998 was $2,075,000 compared to $1,638,000 at December 31, 1997 and was allocated approximately as follows over the past five years: December 31 (000's) 1998 1997 1996 1995 1994 ------ ------ ------ ------ ------ Commercial $ 875 $ 700 $ 800 $ 750 $ 750 Real Estate--Mortgage 450 350 300 300 300 Real Estate--Construction 650 500 300 350 350 Installment Loans 100 88 93 116 105 ------ ------ ------ ------ ------ 21 Total $2,075 $1,638 $1,493 $1,516 $1,505 ------ ------ ------ ------ ------ The allowance for possible loan losses is maintained without any internal allocation to the segments of the loan portfolio. The above information is being presented in accordance with the Securities and Exchange Commission's requirements to provide an allocation of the allowance. The allocation is based on the subjective estimates that take into account historical loss experience and management's current assessments of the relative risk characteristics of the portfolio as of the reporting date noted above and as described more fully under the section "Summary of Loan Loss Experience." Among other factors, any loans classified for regulatory purposes as either substandard, doubtful or loss are considered when determining the adequacy of the allowance for possible loan losses. Management believes that these loans do not represent or result from trends or uncertainties which are reasonably expected to materially impact future operating results, liquidity or capital resources of the Company or the Bank. In assessing adequacy of the allowance for possible loan losses, management relies predominantly on its ongoing review of the loan portfolio, which is undertaken both to ascertain whether there are probable losses which must be charged off and to assess the risk characteristics of the portfolio in the aggregate. REAL ESTATE OWNED - ----------------- At December 31, 1998 and 1997, the Company had no real estate owned ("REO"). During 1997 the Company transferred $870,000 ($656,000 of which were included in nonaccrual loans at December 31, 1997) in loans to real estate owned. All properties were sold in 1998 and resulted in a loss to the Company of $40,000 at the time of foreclosure. DEPOSITS - -------- The following table reflects average balances and the average rates paid for the major categories of deposits for the years ended December 31, 1998 and 1997: 1998 1997 ------------------- ----------------- Average Average Balance Average Balance Average (000's) Rate (000's) Rate ------- ---- ------- ---- Non-interest bearing demand deposits $ 31,822 --% $ 26,357 --% Interest bearing transaction accounts 48,538 3.0 44,683 3.1 Savings Deposits 7,366 4.0 6,191 4.2 Time Deposits 34,755 5.4 23,649 5.5 -------- ---- -------- ---- Total Deposits $122,481 2.94% $100,880 2.90% ======== ==== ======== ==== TIME DEPOSITS - ------------- The following table sets forth, by time remaining to maturity, the domestic time deposits at December 31, 1998. 22 December 31, 1998 (000's) ----- Time Deposits Maturing In: Three months or less $14,954 Over three through six months 9,621 Over six through twelve months 7,685 Over twelve months 2,448 ------- Total $34,708 ======= The following table sets forth, by time remaining to maturity, the domestic time deposits over $100,000 at December 31, 1998. December 31, 1998 (000's) ----- Time Deposits Maturing In: Three months or less $10,340 Over three through six months 4,938 Over six through twelve months 4,804 Over twelve months 2,155 ------- Total $22,237 ======= SELECTED FINANCIAL RATIOS - ------------------------- The following table sets forth certain financial ratios for the periods indicated (averages are computed using monthly figures, see "Item 8 - Financial Statements and Supplemental Data", footnote 1i, for a description of earnings per share computations): YEAR ENDED DECEMBER 31, 1998 1997 ---- ---- Net income to: Average total assets 1.70% 1.60% Average shareholders' equity 17.93% 17.56% Cash dividend payments to: Net income 17.25% 18.50% Average shareholders' equity 3.09% 3.25% Common Stock Cash Dividend per share to: Earnings per common share 17.15% 18.14% Earnings per common share - assuming dilution 17.60% 20.11% Average shareholders' equity to: Average total assets 9.49% 9.13% (E) COMPETITION ----------- The Company's primary market area consists of the entire city of Redwood City and portions of Menlo Park, Woodside and San Carlos, California. The banking business in California generally, and specifically in the Company's primary market area, is highly competitive with respect to both loans and deposits. The business is dominated by a relatively small number of major banks which have many offices operating over wide geographic areas. Many of the major commercial 23 banks offer certain services (such as international, trust and securities brokerage services) which are not offered directly by the Company. By virtue of their greater total capitalization, such banks have substantially higher lending limits than the Company and substantial advertising and promotional budgets. However, smaller independent financial institutions also represent a competitive force. To illustrate the Company's relative market share, total deposits in financial institutions in Redwood City, California (the Bank's primary market place) at December 31, 1998 approximated $2.5 billion. Based on the Company's best available data, this market is allocated approximately as follows: Banks 35%, Savings and Loans 25% and Credit Unions 40%. The Company's deposits at December 31, 1998 represent approximately 5.4% of total deposits and approximately 15.5% of bank deposits. To compete with major financial institutions in its service area, the Company relies upon specialized services, responsive handling of customer needs, local promotional activity, and personal contacts by its officers, directors and staff, as opposed to large multibranch banks, most of which compete primarily through interest rates and location of branches. For customers whose loan demands exceed the Company's lending limits, the Company seeks to arrange for such loans on a participation basis with its correspondent banks or other independent commercial banks. The Company also assists customers requiring services not offered by the Company to obtain such services from its correspondent banks. In the past, an independent bank's principal competitors for deposits and loans have been other banks (particularly major banks), savings and loan associations and credit unions. To a lesser extent, competition was also provided by thrift and loans, mortgage brokerage companies and insurance companies. Other institutions, such as brokerage houses, credit card companies, and even retail establishments have offered new investment vehicles, such as money market funds, which also compete with banks for deposit business. The direction of federal legislation in recent years seems to favor competition between different types of financial institutions and to foster new entrants into the financial services market, and it is anticipated that this trend will continue. While the impact of these changes cannot be predicted with certainty, it is clear that the business of banking in California will remain highly competitive. The proposed merger of the Company and Greater Bay Bancorp would provide the Bank additional products and resources, including data processing enhancements, from Greater Bay Bancorp and its subsidiaries in order for the Bank to be more competitive with larger financial institutions. See Item 1, "Business - Bay Area Bank - Company Subsidiary - Proposed Merger of Holding Companies." (F) SUPERVISION AND REGULATION -------------------------- Bank Holding Company Regulation The Company is a bank holding company registered under the Bank Holding Company Act of 1956 and is subject to the supervision of the Board of Governors of the Federal Reserve System ("Board"). As a bank holding company, the Company must obtain the approval of the Board before it may acquire all or substantially all of the assets of any bank, or ownership or control of the voting shares of any bank if, after giving effect to such acquisition of shares, the Company would own or control more than 5% of the voting shares of such bank. With certain limited exceptions, the Company is prohibited from engaging in or acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company engaged in non-banking activities, unless the Federal 24 Reserve Board determines that such activities are so closely related to banking as to be a proper incident thereof. The Board has the authority to examine the Company periodically. During 1997, the Board adopted a policy for risk-focused supervision of small bank holding companies that do not engage in significant non-banking activities. Under the new policy, examinations will focus on whether the Company has systems in place to manage the risks inherent in its business. In analyzing risk, the Board will look at the financial condition of the Company and the Bank, management, compliance with laws and regulations, inter-company transactions and any new or contemplated activities. The Company and any subsidiary which it may acquire or organize in the future are deemed to be affiliates of the Bank within the meaning set forth in the Federal Reserve Act and are subject to that Act. This means, for example, that there are limitations on loans by the Bank to affiliates, on investments by the Bank in any affiliate's stock and on the Bank's taking any affiliate's stock as collateral for loans to any borrower. All affiliate transactions must satisfy certain limitations and otherwise be on terms and conditions that are consistent with safe and sound banking practices. In this regard, the Bank generally may not purchase from any affiliate a low-quality asset (as that term is defined in the Federal Reserve Act). Also, transactions by the Bank with an affiliate must be on substantially the same terms as would be available for non-affiliates. The Company and its subsidiary are also subject to certain restrictions with respect to engaging in the underwriting, public sale and distribution of securities. The Company and the Bank are prohibited from engaging in certain tie-in arrangements in connection with the extension of credit. For example, the Bank generally may not extend credit on the condition that the customer obtain some additional service from the Bank or the Company, or refrain from obtaining such service from a competitor. Dividends Payable by the Company Holders of Common Stock of the Company are entitled to receive dividends as and when declared by the Board of Directors out of funds legally available therefor under the laws of the State of California. Under California law, the Company is prohibited from paying dividends unless: (a) the amount of its retained earnings immediately prior to the dividend payment equals or exceeds the amount of the dividend; or (b) immediately after giving effect to the dividend (i) the sum of its assets would be at least equal to 125 percent of its liabilities and (ii) its current assets would be at least equal to its current liabilities, or, if the average of its earnings before taxes on income and before interest expense for the two preceding fiscal years was less than the average of its interest expense for the two preceding fiscal years, at least equal to 125 percent of its current liabilities. The Board of Governors has advised bank holding companies that it believes that payment of cash dividends in excess of current earnings from operations is inappropriate and may be cause for supervisory action. As a result of this policy, banks and their holding companies may find it difficult to pay dividends out of retained earnings from historical periods prior to the most recent fiscal year or to take advantage of earnings generated by extraordinary items such as sales of buildings or other large assets in order to generate profits to enable payment of future dividends. Further, the Board of Governors' position that holding companies are expected to provide a source of managerial and financial strength to their subsidiary banks potentially restricts a bank holding company's ability to pay dividends. 25 The Company's ability to pay dividends on its Common Stock is subject to the rights of senior security holders and lenders, which will include the holders of preferred stock in the future if preferred stock is again issued. Dividend payments will also be dependent upon its separate liquidity needs. See Item 7, "Management's Discussion and Analysis of Financial Condition." In that regard, Federal and state statutes, regulations and policies impose restrictions on the payment of management fees and cash dividends by the Bank to the Company. Information regarding the Company's cash dividend payment history can be found in Item 5, "Market for Registrant's Common Stock and Related Stockholder Matters." In addition, the terms of the proposed merger of the Company and Greater Bay Bancorp provide that the consent of Greater Bay Bancorp must be obtained for any dividends that are not consistent with past practices of the Company. See Item 1, "Business - Bay Area Bank - Company Subsidiary - Proposed Merger of Holding Companies." Bank Regulation The Bank is subject to regulation, supervision and regular examination by the California Commissioner of Financial Institutions (the "Commissioner"). The deposits of the Bank are insured up to the maximum legal limits by the Bank Insurance Fund ("BIF"), which is managed by the Federal Deposit Insurance Corporation ("FDIC"), and the Bank is therefore subject to applicable provisions of the Federal Deposit Insurance Act, and is also subject to regulation, supervision and regular examination by the FDIC. The regulations of these agencies affect most aspects of the Bank's business and prescribe permissible types of loans and investments, the amount of required reserves, requirements for branch offices, the permissible scope of the Bank's activities and various other requirements. While the Bank is not a member of the Federal Reserve System, it is nevertheless also subject to certain regulations of the Board of Governors dealing primarily with check clearing activities, establishment of banking reserves, Truth in Lending (Regulation Z), Equal Credit Opportunity (Regulation B) and Truth in Savings (Regulation DD). It is also subject to other consumer oriented laws, such as the Community Reinvestment Act. Supervision and Examinations Federal law mandates frequent examinations of all banks, with the costs of examinations to be assessed against the bank being examined. In the case of the Bank, its primary Federal regulator is the FDIC. The Federal banking regulatory agencies have substantial enforcement powers over the depository institutions that they regulate. Civil and criminal penalties may be imposed on such institutions and persons associated with those institutions for violations of any law or regulation. The penalties can be up to $5,000 per day that a violation continues when the violation is unintentional, or up to $1 million per day that a violation continues when the violation is willful. The amount of the penalty also depends on whether the violation is part of a pattern or causes a loss to the financial institution. In late 1997, the FDIC notified the banks for which it is the primary Federal regulator that it is implementing a new examination system that focuses on risk and emerging risk issues at banks. The purpose of the risk-focused examination framework is to permit the examiners to target those activities that present a risk of loss to a bank and to diagnose emerging problems, which the agency contends will result in examinations that are more efficient and less burdensome for the regulated banks. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") places limits on brokered deposits and extends the limits to any bank that is not "well capitalized" or is notified that it is in "troubled condition." Previously, the limitations applied only to troubled banks. 26 A well-capitalized institution (which generally includes an institution that is considered well capitalized for purposes of the prompt corrective action regulations discussed below) may still accept brokered deposits without restriction, unless it has been informed by its appropriate Federal regulatory agency that it is in "troubled condition." All other insured depository institutions are prohibited from accepting brokered deposits unless a waiver is obtained from the FDIC. If a waiver is obtained, the interest paid on such deposits may not exceed the rate paid for deposits in its normal market area, or the national rate as determined in the FDIC's regulation. If a depository institution solicits deposits by offering interest rates significantly higher than rates being offered in its market area, it is deemed under FDICIA to be a deposit broker. Therefore, depending on its capital category, it may be prohibited from such practice, or need a prior waiver from the FDIC in order to offer such rates. The FDIC's regulations specify that an institution that is not well capitalized may offer rates that exceed the prevailing effective rates offered in the normal market area only if the institution obtains a waiver, but the institution may not offer rates more than 75 basis points above such prevailing rates. The Bank is at this time considered well capitalized and not in a "troubled condition," and it is not, therefore, subject to the brokered-deposit limitations. If the Bank's status changes in the future, these regulations could restrict the ability to attract such deposits. Risk-Based Deposit Insurance Assessments In addition, FDICIA required the FDIC to develop and implement a system to account for risks attributable to different categories and concentrations of assets and liabilities in assessing deposit insurance premiums. The FDIC adopted a risk-assessment system effective January 1, 1994. Under this system, each bank's deposit insurance premium assessment is calculated based on the level of risk that the Bank Insurance Fund will incur a loss if that bank fails and the amount of the loss if such failure occurs. This requirement, along with the increased emphasis on exceeding capital measures, may cause banks to adjust their asset mix in order to affect their deposit insurance premium and their ability to engage in activities. Dividends Payable by the Bank to the Company The Bank is a legal entity which is separate and distinct from the Company. Aside from raising capital on its own, the exercise of stock options or borrowing funds for operating capital, it is anticipated that the Company may receive additional income through dividends paid by, and management fees charged to, the Bank. Subject to the regulatory restrictions described below, future cash dividends by the Bank will depend upon management's assessment of future capital requirements, contractual restrictions and other factors. The power of the Board of Directors of a California chartered commercial bank to declare a cash dividend is subject to California law, which restricts the amount available for cash dividends to the lesser of the retained earnings or the bank's net income for its last three fiscal years (less any distributions to shareholders made during such period). Where the above test is not met, cash dividends may still be paid, with the prior approval of the Commissioner, in an amount not exceeding the greatest of (1) the retained earnings of the bank; (2) the net income of the bank for its last fiscal year; or (3) the net income of the bank for its current fiscal year. On December 31, 1998, the Bank was legally able to pay dividends. Under the Federal Deposit Insurance Act, bank regulators also have authority to prohibit a bank from engaging in business practices which are considered to be unsafe or unsound. It is 27 possible, depending upon the financial condition of the bank in question and other factors, that such regulators could assert that the payment of dividends or other payments might under certain circumstances be an unsafe or unsound practice, even if technically permissible. California Law The activities of the Bank are also regulated by state law. State law, for example, regulates certain loans to any officer of the Bank, directly or indirectly, or to any related corporation in which such officer is a stockholder, director, officer or employee. California law permits California state-chartered banks to invest in the stock and equity securities of other corporations, to engage directly in or invest directly in subsidiaries which conduct real estate related activities (including property management and real estate appraisal), and to participate in management consulting and data processing services for third parties. FDICIA limits the powers, including investment authority and subsidiaries, of state banks to those activities that are either permitted to national banks, or activities that the FDIC finds do not pose a significant risk to the deposit insurance fund. In November 1998, the FDIC announced it will make it easier for well run state banks to engage in real estate and securities underwriting, if permitted by state law. State banks are now required to file notice of intention to engage in such activities. The new rule contains anti-tying provisions. In 1996, the primary regulator of national banks, the Comptroller of the Currency, adopted regulations giving national banks the authority to engage in, directly or through subsidiaries, a wider range of activities outside of banking, and revised its application procedures to make obtaining permission easier for well-managed and strongly capitalized national banks. Since that time, the OCC has considered applications by national banks to engage in activities through subsidiaries in which the parent banks may not engage, such as investing in real estate. The Commissioner has the authority to give state-chartered banks the powers and rights that national banks have, even if those powers and rights are inconsistent with state law, but this authority may be exercised only through the formal rule-making procedure provided by law. Any regulation adopted by the Commissioner without complying with formal rule-making procedures will expire at the end of the year after adoption. Capital Regulations The Federal Reserve Board requires bank holding companies to maintain adequate capital and has adopted capital leverage guidelines for evaluating the capital adequacy of bank holding companies. The FDIC has also adopted a similar minimum leverage regulation, requiring insured banks to maintain at least a minimum capital to asset ratio. The Board's guidelines and the FDIC's regulations require the banks and bank holding companies subject to them to achieve and maintain a Tier 1 capital to total asset ratio of at least three percent (3.0%) to five percent (5.0%), depending on the condition and rate of growth of the bank or holding company. Tier 1 or core capital is defined to consist primarily of common equity, retained earnings, and certain qualified perpetual preferred stock. These minimum leverage ratio requirements limit the ability of the banking industry, including the Bank, to leverage assets. The Board also uses risk-based capital guidelines to evaluate the capital adequacy of member banks and bank holding companies. Under these guidelines, assets are categorized according to risk and the various categories are assigned risk weightings. Assets considered to present less risk than others require allocation of less capital. In addition, off-balance sheet and 28 contingent liabilities and commitments must be categorized and included as assets for this purpose. Under these guidelines, when the Company's total assets equal or exceed $150 million it will be required to maintain total capital of at least 8.00% of risk-adjusted assets, and half of that minimum total capital must consist of Tier 1 capital as defined above. For bank holding companies with less than $150 million in total assets, the Board reviews the capital adequacy of the subsidiary bank of the holding company, instead of the consolidated entity. The FDIC requires insured banks to maintain capital in proportion to risk- adjusted assets under capital guidelines that are similar to the Federal Reserve's risk-based capital guidelines. At this time, the Bank is required to maintain total capital of at least 8.00% of risk-adjusted assets. The capital totals of the Bank as of December 31, 1998 and 1997 exceeded the amounts of capital required under the regulatory guidelines at those times. The following table shows the capital of the Bank, as a percentage of assets, and the capital that it is required to maintain under the capital regulations, as of December 31, 1998 and 1997: To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions -------------------- ----------------- ----------------- Amount Ratio Amount Ratio Amount Ratio - ------------------------------------------------------------------------------------------------------------ As of December 31, 1998 Total Capital (to Risk Weighted Assets) $15,800 13.77% $9,181 8.0% $11,476 10.0% Tier 1 Capital (to Risk Weighted Assets) $14,365 12.52% $4,590 4.0% $ 6,886 6.0% Tier 1 Capital (to Average Assets) $14,365 10.32% $5,566 4.0% $ 6,957 5.0% As of December 31, 1997 Total Capital (to Risk Weighted Assets) $11,850 12.79% $7,347 8.0% $ 9,184 10.0% Tier 1 Capital (to Risk Weighted Assets) $10,692 11.54% $3,674 4.0% $ 5,510 6.0% Tier 1 Capital (to Average Assets) $10,692 9.49% $4,498 4.0% $ 5,623 5.0% The risk-based guidelines and the leverage ratio do not have a significant effect on the Company and the Bank at this time because the Bank exceeds its required ratios. The effect the requirements may have in the future is uncertain, but management does not believe they will have an adverse effect on the Company or the Bank. The risk-based capital guidelines may affect the allocation of the Bank's assets between various types of loans and investments. If the Bank continues to grow it may be required to increase capital by retaining earnings or raising additional capital. As required by FDICIA, the Federal banking agencies now take credit risk concentrations and an individual institution's ability to manage such concentrations into account when they assess a bank's capital adequacy. Non- traditional investments and activities, such as the use of derivatives, are also taken into account in assessing capital requirements. The agencies can adjust the standards for risk-based capital on a case by case basis to take such risks into account, but there is no formula that a bank can use prior to evaluation by the agency to determine how credit concentration or nontraditional activities will affect its capital requirements. Under the risk-based capital rules, when the agencies assess the capital adequacy of a bank, they must take into account the effect on that bank's capital that would occur if interest rates moved up or down. The purpose of this requirement is to ensure that banks with high levels of interest rate risk have enough capital to cover the loss exposure. Prompt Corrective Action 29 FDICIA requires the banking agencies to take corrective action against certain financial institutions, based upon the financial institutions' compliance with the various capital measurements. A financial institution is subject to corrective action if its total risk-based capital is less than 8%, or its Tier 1 risk-based capital ratio or leverage ratio is less than 4%. In addition, an institution having a total risk-based capital to assets ratio of less than 10%, a Tier 1 risk-based ratio of less than 6%, or a leverage ratio of less than 5% may be subject to corrective action if it receives a less-than- satisfactory rating for assets, management, earnings or liquidity in an examination or if such ratios fall significantly below such standards. These corrective actions become increasingly more severe as an institution becomes more and more undercapitalized. Ultimately, the federal regulator is required to seize an institution within 90 days of its becoming "critically undercapitalized," unless the regulator can document that another course of action will better achieve the purposes of this section of the law. As discussed above, the Bank has capital ratios in excess of all such capital measurements, and is not subject to any corrective actions. Impact of Monetary Policies Banking is a business in which profitability depends on rate differentials. In general, the difference between the interest rate received by the Bank on loans extended to its customers and securities held in the Bank's investment portfolio and the interest rate paid by the Bank on its deposits and its other borrowings comprise the major portion of the Bank's earnings. To the extent that the Bank is not able to compensate for increases in the cost of deposits and other borrowings with greater income from loans, securities and fees, the net earnings of the Bank will be reduced. The interest rates paid and received by the Bank are highly sensitive to many factors which are beyond the control of the Bank, including the influence of domestic and foreign economic conditions. The business of the Bank is also affected by the Board's regulations, which require the Bank to maintain cash reserve balances on transaction accounts and non-personal time deposits at the Federal Reserve Bank. The average reserve requirement for the Bank for the year ended December 31, 1998 was approximately $746,000. The earnings and growth of the Bank are also affected by the monetary and fiscal policy of the United States and its agencies, particularly the Board. These agencies can and do implement national monetary policy, which is used in part to curb inflation and combat recession. Among the instruments of monetary policy used by these agencies are open market transactions in United States Government securities, changes in the discount rates of member bank borrowings and changes in reserve requirements. The actions of the Board have had a significant effect on lending by banks, investments and deposits, and such actions are expected to continue to have a substantial effect in the future. The nature and timing of any further changes in such polices and their impact on the Bank cannot be predicted. Environmental Regulation Federal, state and local regulations regarding the discharge of materials into the environment may have an impact on the Company and the Bank. Under Federal law, liability for environmental damage and the cost of cleanup may be imposed upon any person or entity who is an owner or operator of contaminated property. State law provisions, which were modeled after Federal law, impose substantially similar requirements. Both Federal and state laws were 30 amended in 1996 to provide generally that a lender who is not actively involved in operating the contaminated property will not be liable to clean up the property, even if the lender has a security interest in the property or becomes an owner of the property through foreclosure. The Economic Growth and Regulatory Paperwork Reduction Act of 1996 (the "Economic Growth Act"), discussed in more detail below, includes protection for lenders from liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"). The Economic Growth Act adds a new section to CERCLA to specify the actions a lender may take with respect to lending and foreclosure without incurring environmental clean-up liability or responsibility. Typical contractual provisions regarding environmental issues in the loan documentation and due diligence inspections will not lead to lender liability for clean-up, and a lender may foreclose on contaminated property, so long as it merely maintains the property and moves to divest it at the earliest possible time. Under California law, a lender generally will not be liable for the cost associated with cleaning up contaminated property unless the lender realized some benefit from the property, failed to divest the property promptly, caused or contributed to the release of the hazardous materials or made the loan primarily for investment purposes. This amendment to California law became effective with respect to judicial proceedings filed and orders issued after January 1, 1997. The extent of the protection provided by both the Federal and state lender protection statutes will depend on their interpretation by the administrative agencies and courts, and the Bank cannot predict the extent of the protection it will receive for the loans it makes that are secured by real property. In addition, the Company and the Bank are still subject to the risks that a borrower's financial position will be impaired by liability under the environmental laws and that property securing a loan made by the Bank may be environmentally impaired and not provide adequate security for the Bank. California law provides some protection against the second risk, by establishing certain additional, alternative remedies for a lender in the situation where the property securing a loan is later found to be environmentally impaired. Primarily, the law permits the lender in such a case to pursue remedies against the borrower other than foreclosure under the deed of trust. To address the risk that the borrower will be adversely affected by environmental liability, the Bank's Loan Policy calls for the Bank to study the history of the property and the uses of the property. When the Bank's review of the history of the property and the surrounding property indicates that there may be environmental issues, a Phase I environmental report is obtained for the property, and a Phase II report is obtained where its usefulness is indicated by the results of the Phase I environmental report. Public Interest Laws, Consumer and Lending Laws In addition to the other laws and regulations discussed herein, the Bank is subject to certain consumer and public interest laws and regulations that are designed to protect customers in transactions with banks. While the list set forth below is not exhaustive, these laws and regulations include the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Right to Financial Privacy Act and the Community Reinvestment Act. 31 These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits, making loans, collecting loans and providing other services. The Bank must comply with the applicable provisions of these laws and regulations as part of its ongoing customer relations. Failure to comply with these laws and regulations can subject the Bank to various penalties, including but not limited to enforcement actions, injunctions, fines or criminal penalties, punitive damages to consumers and the loss of certain contractual rights. Americans with Disabilities Act The Americans with Disabilities Act ("ADA") enacted by Congress, in conjunction with similar California legislation, is having an impact on banks and their cost of doing business. The legislation requires employers with 15 of more employees and all businesses operating "commercial facilities" or "public accommodations" to accommodate disabled employees and customers. The ADA has two major objectives (1) to prevent discrimination against disabled job applicants, job candidates and employees and (2) to provide disabled persons with ready access to commercial facilities and public accommodations. Commercial facilities, such as the Bank, must ensure all new facilities are accessible to disabled persons, and in some instances may be required to adapt existing facilities to make them accessible, such as ATM's and bank premises. New and Pending Legislation Certain legislative and regulatory proposals that could affect the Company, the Bank and the banking business in general are pending or may be introduced, before the United States Congress, the California State Legislature, and Federal, state and local government agencies. ATM Fees. Legislation has been proposed in the past in the Congress and the California legislature and measures are currently being proposed in local jurisdictions to regulate the amount of ATM fees that operators of ATMs may charge, and to further regulate the disclosure of such fees. If the collection of interchange fees by the operator of an ATM is prohibited, as some of these bills have proposed, the Bank's income from its ATM network would be severely reduced and the EFT Department could not cover its expenses. Banking Reform Bills. A new financial service reform bill was introduced early in the 1999 session of the House of Representatives, patterned on the Senate version which was considered last year but not passed. A similar bill passed the House in 1998. The new Bill, H.R. 10, would repeal the Glass Steagall Act prohibitions on bank affiliation with securities firms. It would allow bank affiliates to engage in certain securities underwritings and dealing and distributions of mutual funds. It expands bank powers by allowing them to engage in activities 'financial in nature' rather than be limited by the current standard, 'closely related to banking'. It would allow banks to underwrite and broker insurance products, and requires the Federal Reserve to defer to the State and Federal agencies on securities and insurance law issues. It also requires a satisfactory CRA rating for a bank to be eligible for new powers, and expands compliance with CRA requirements to other financial companies created by H.R. 10. Similar legislation permitting cross ownership of banks and commercial businesses and continuation of the thrift charter is expected to be introduced in the Senate for consideration this year. Expansion in Credit Union Membership. A broad rule has been adopted by the National Credit Union Administration ('NCUA'), relaxing limits of credit union membership. The new rule takes effect January 1, 1999. The NCUA will now approve credit unions with membership of more 32 than 300,000 residents with proof that they function as a community. The effect is to substantially expand credit union membership and make credit unions as tax exempt entities, serving credit needs of large communities, more competitive to banks. Litigation attacking the new rule is pending. Office of Thrift Supervision ('OTS') Expansion of Charters to Insurance Industry. In 1998 the OTS granted its ninth charter for an insurance company to operate a thrift or savings and loan subsidiary. In this case the OTS approved the application of State Farm Mutual Auto Insurance Co. to operate a savings and loan business at some 16,000 sites where State Farm has insurance agents. State Farm will offer auto, home equity and mortgage loans both directly through agents and through the mail. There have been 41 new thrifts approved by the OTS since 1994 with 54 charter applications pending which is expected to result in yet more competition for banks. Proposed 'Know Your Customer Rule'; Privacy. The 'Know Your Customer' rule was proposed by the Federal Reserve to enforce the Bank Secrecy Act, and requires bank management to determine the identity of their customers and their customers' source of funds and then monitor the accounts for unusual events. Suspicious events are then to be reported to law enforcement authorities by the banks. The rule has been widely criticized as requiring an additional expenditure of resources by banks as well as requiring invasion of the privacy of customers. At the same time, other regulators such as the OCC are proposing privacy rules to prevent such information from being provided. It is not known whether the know your customer rule will be finally adopted, but it is expected that banks will be required to adopt privacy policies allowing customers to object to the banks' providing confidential customer information to affiliates of the banks as well as third parties (other than law enforcement officials). Interest on Business Checking. Legislation has again been introduced during 1999 to lift the current ban on the payment of interest on business checking accounts. Legislation lifting the ban on paying interest on business checking accounts is expect to the considered in 1999 in the Shelby-Mack Regulatory Relief Bill. The adoption of this legislation would permit the Bank to compete more directly for commercial deposits, but increase its costs of funds. It is not known to what extent, if any, these proposals will be enacted and what effect such legislation would have on the structure, regulation and competitive relationship of financial institutions. It is likely, however, that many of these proposals would subject the Company and the Bank to increased regulation, disclosure and reporting requirements and would increase competition to the Bank and its cost of doing business. In addition to pending legislative changes, the various banking regulatory agencies frequently propose rules and regulations to implement and enforce already existing legislation. It cannot be predicted whether or in what form any such legislation or regulations will be enacted or the effect that such legislation or regulations may have on the Bank's business. ITEM 2. PROPERTIES. ----------- The Company's and the Bank's principal offices are located in a modern, six-story building at 900 Veterans Boulevard, Redwood City, which provides approximately 8,300 square feet of ground floor interior space. In June of 1995 the Bank executed a lease for 7.5 years (90 months) with a seven year option to renew. The new lease was made at essentially the same terms as the previous lease. The current monthly cost for this space (which includes an allocation of certain operating expenses) is approximately $20,700 per month or approximately $2.49 per square foot. The rental amounts are subject to further adjustments annually based on the Consumer Price Index 33 and the allocation of property taxes and operating expenses. In addition to the 8,300 square feet the Company leases for its primary operations, an additional 2,100 square feet was leased in the same building which is now occupied by the Bank's Commercial and Construction Lending Department. The current cost for this additional space (which includes an allocation of certain operating expenses) is approximately $4,000 per month or $1.93 per square foot. The lease expired in December 1995 and was renewed for a three year period with a three year option to renew. This lease is also subject to adjustment annually based on the Consumer Price Index and the allocation of property taxes and operating expenses. The Company leases additional premises for its data processing, accounting and centralized operations departments in Redwood City. These premises are located in a building owned by Mr. Alan Miller, a major shareholder and Director Emeritus of the Company and the Bank. The lease covers total space of approximately 5,200 square feet. In May of 1991, the Company executed a three year lease with Mr. Alan Miller. This lease has been extended to March 31, 1999 with an additional three year option to renew. The current monthly cost under the lease (which includes an allocation and adjustments for certain operating expenses) is approximately $4,750 per month, or $.91 per square foot. The monthly rent payment is subject to annual adjustment based on the cost of living index as published by the U.S. Department of Labor, Bureau of Labor Statistics. In addition to monthly rent payments, the Company is also responsible for its pro rata share of the building's operating expenses (i.e., taxes, utilities, insurance, landscaping, security). The Company's leases were reviewed by management and the Board of Directors and found to be equitable and competitive with other leases within the immediate market area. The Company owns leasehold improvements and furniture, fixtures and equipment located at the above locations, all of which are used in the banking business. ITEM 3. LEGAL PROCEEDINGS. ------------------ As of December 31, 1998, neither the Company nor the Bank was a party to, nor is any of their property the subject of any material pending legal proceedings, nor are any such proceedings known to be contemplated by others against the Company or the Bank. In November 1998, the Bank executed a settlement agreement in the case of Clancy v. Bay Area Bank et al. The case was previously reported in the Company's Form 10-K for the year ended December 31, 1996. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ---------------------------------------------------- No matter was submitted, through the solicitation of proxies or otherwise, to a vote of security holders during the fourth quarter of the fiscal year covered by this Form 10-K. 34 PART II ------- ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS. --------------------------------------------------------------------- The Company's Common Stock is not listed on any exchange nor is it listed on the NASDAQ system. U.S. Stock Transfer Corporation acts as transfer agent and registrar for trades. Hoeffer & Arnett, Inc., Sutro & Company, and Van Kasper and Company handle transactions in the Company's stock. At February 1, 1999, the Company had approximately 450 shareholders of common stock. The following table indicates the range of high and low bid prices, not including broker's commissions, for the periods shown, based upon information provided by Hoeffer & Arnett, Inc., Van Kasper and Company, and Sutro & Company. The table does not include transactions made privately by individuals. The prices listed below are inter-dealer prices, and do not necessarily represent actual transactions and do not include retail mark-up, mark-downs or commissions. BID PRICES OF THE COMPANY'S COMMON STOCK Quarter Ended High Low Approximate Trading Volume - -------------------- ------ ------ -------------------------- March 31, 1997 $16.88 $15.13 20,800 June 30, 1997 20.50 16.12 44,600 September 30, 1997 24.50 20.75 65,200 December 31, 1997 28.00 24.25 202,700 March 31, 1998 $31.25 $28.00 64,700 June 30, 1998 34.00 29.50 31,500 September 30, 1998 32.75 25.00 45,600 December 31, 1998 28.00 23.00 68,700 The following table sets forth the Company's cash dividend history from 1991 to the date this report is filed. CASH DIVIDENDS ON THE COMPANY'S COMMON STOCK DATE DECLARED DATE PAID AMOUNT/SHARE ------------- --------- ------------ November 19, 1991 December 11, 1991 $.05 March 17, 1992 April 8, 1992 $.05 June 16, 1992 July 8, 1992 $.05 September 15, 1992 October 7, 1992 $.05 December 15, 1992 December 23, 1992 $.05 March 16, 1993 April 9, 1993 $.05 June 15, 1993 July 9, 1993 $.05 September 21, 1993 October 15, 1993 $.05 November 16, 1993 December 17, 1993 $.05 March 15, 1994 April 8, 1994 $.05 June 21, 1994 July 15, 1994 $.06 September 20, 1994 October 14, 1994 $.06 November 15, 1994 December 16, 1994 $.06 March 21, 1995 April 7, 1995 $.07 June 20, 1995 July 7, 1995 $.07 September 9, 1995 October 13, 1995 $.07 December 18, 1995 January 5, 1996 $.08 March 19, 1996 April 5, 1996 $.08 June 18, 1996 July 5, 1996 $.08 September 17, 1996 October 4, 1996 $.08 December 16, 1996 January 3, 1997 $.09 March 25, 1997 April 8, 1997 $.09 June 17, 1997 July 3, 1997 $.09 September 16, 1997 October 10, 1997 $.09 35 December 16, 1997 January 13, 1998 $.10 March 17, 1998 April 14, 1998 $.10 June 16, 1998 July 7, 1998 $.10 September 15, 1998 October 9, 1998 $.10 December 16, 1998 January 5, 1999 $.11 Continuation of future cash dividend payments by the Company is contingent upon the Board of Directors' assessment of the Company's current financial position as well as their expectation of future results. The Board also considers, among other factors, the current capital position of both the Company and the Bank as well as the need for cash and capital in the future. The terms of the proposed merger of the Company and Greater Bay Bancorp provide that the consent of Greater Bay Bancorp must be obtained for any dividends that are not consistent with past practices of the Company. See Item 1, "Business - Bay Area Bank - Company Subsidiary - Proposed Merger of Holding Companies." For a discussion of the legal and other restrictions on the Company's ability to pay dividends, see "(f) Supervision and Regulation --Bank Holding Company Regulation - Dividends Payable by the Company" and "Bank Regulation" under the Item 1, "Business" above. ITEM 6. SELECTED FINANCIAL DATA. ------------------------ The selected consolidated financial information for the Company and its subsidiaries presented below for the five years ended December 31, 1998 should be read in conjunction with the Company's consolidated financial statements and the notes thereto which are included in the Annual Report on this Form 10-K. All amounts are in thousands except per share data. 1998 1997 1996 1995 1994 -------- -------- -------- ------- ------- Interest Income $ 11,878 $ 9,734 $ 8,401 $ 7,507 $ 6,363 Interest Expense 3,708 2,953 2,539 2,223 1,590 -------- -------- -------- ------- ------- Net Interest Income 8,170 6,781 5,862 5,284 4,773 Provision for Loan Losses 200 240 435 210 300 Other Income 2,465 2,517 2,821 2,532 1,833 Other Expenses 6,384 5,995 5,876 5,555 4,722 Provision for Income Taxes 1,686 1,258 957 839 637 -------- -------- -------- ------- ------- Net Income $ 2,365 $ 1,805 $ 1,415 $ 1,211 $ 947 ======== ======== ======== ======= ======= Earnings per common share $ 2.39 $ 2.04 $ 1.69 $ 1.50 $ 1.21 EPS - assuming dilution $ 2.33 $ 1.84 $ 1.51 $ 1.38 $ 1.09 Dividends per Common Share $ .41 $ .37 $ .33 $ .29 $ .23 Net Loans $108,116 $ 84,374 $ 67,735 $59,981 $52,344 Total Assets $155,324 $122,085 $103,187 $93,815 $79,537 Total Deposits $136,455 $107,426 $ 92,968 $83,979 $72,014 Shareholders' Equity $ 14,365 $ 11,988 $ 9,281 $ 8,078 $ 6,971 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND --------------------------------------------------------------- RESULTS OF OPERATIONS. --------------------- 36 The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included as part of Item 8 herein, and selected statistical data included in Item 1, herein. Since the Company is a holding company whose only asset (with the exception of average cash , notes receivable and prepaid assets, all of which averaged approximately $1.4 million in 1998) is its investment in the Bank, the following relates almost entirely to the financial condition and results of operations of the Bank. Because the Company's primary operations are concentrated in a relatively small geographic market place (San Mateo County), there are certain inherent risks that the Company's financial operations may be adversely affected if the local economy were to sustain a severe or prolonged economic decline. Housing prices in the San Francisco Bay Area escalated rapidly in the late 1980's, creating demand for more affordable new home construction. The housing market slump beginning in 1990 resulted in decreased demand and decreasing property values that continued through 1994. Property values began to stabilize in 1995 and have appreciated in 1996, 1997 and 1998. The San Mateo region has historically outperformed the State of California as a whole. While the state unemployment rate averaged approximately 7.0% over the last five years San Mateo county has been less than 5%. These employment figures are based on the Company's best available data. Economic growth in the Company's local area has continued to be strong, bolstered by the residential and commercial development of the Redwood Shores area which is within five miles of the Company. The Bank is located less than ten miles from the corporate headquarters of a number of large growing companies such as Oracle Corporation, Sun Microsystems, Electronic Arts, Visa International, DHL Airfreight, Oral B, Raychem Corporation, Excite, Yahoo, @Home, Franklin Funds, and Silicon Graphics. Over the last two years, coinciding with national and local economic expansion, the Bank has had increasing difficulty in securing qualified candidates for employment positions at the Bank. This has resulted in increased pay levels and increased time to fill needed positions. Bank management expects that continued growth in these companies will result in continuing demand for local housing and in increasing value of much of the collateral that collateralizes the Bank's real estate loans. LIQUIDITY - --------- Liquidity is the ability of the Company and the Bank to meet their present and future obligations. The Company's liquidity requirements on a parent company-only basis are centered primarily around debt obligations that it may incur and costs associated with managing corporate affairs. The Company's (parent only) principal sources of liquidity consist of dividends from the Bank, borrowings and infusion of additional capital from the exercise of stock options. During 1998, the Bank paid no in dividends to the parent as compared to $450,000 paid in 1997. The Parent company's cash position increased from $626,000 at December 31, 1997 to $787,000 at December 31, 1998. Stock options exercised in 1998 (plus the related tax benefits) generated $479,000 compared to $1,322,000 generated in 1997. Management believes liquidity will be adequate to meet the Company's obligations in 1999, which include approximately $36,000 in net operational expenses expected in 1999. The Company had no borrowings at December 31, 1998, and does not anticipate incurring additional debt in 1999. Any excess liquidity of the Company may be used continue to pay cash dividends to shareholders and/or to reduce the Company's reliance on dividends from the Bank. 37 The Bank's need for liquidity arises from potential withdrawals of maturing time deposits, savings accounts and demand deposit accounts. The Bank's ability to maintain adequate levels of liquidity is also significant in providing for funding of loans to new and existing borrowers. Both assets and liabilities contribute to the Bank's liquidity ratio. Assets such as investment securities, cash and due from banks, federal funds sold and loan repayments contribute to liquidity. The Bank's funding sources include demand deposits, interest-bearing transaction accounts, savings deposits, time deposits and advances from the Federal Home Loan Bank and other correspondent banks. As of December 31, 1998, cash and due from banks, investment securities and federal funds sold amounted to $44.0 million, which represents a $9.5 million or 27% increase over the $34.6 million at year end 1997. The Bank's year-end deposits and advances increased $29.9 million or 27.4% and ended 1998 at $138.9 million. Liquid assets as a percentage of total year-end deposits and advances decreased slightly from 31.9% at year-end 1997 to 31.7% at the end of 1998 . During 1998, liquid assets averaged $41.1 million or 33.1% of deposits and advances as compared to 1997 when liquid assets averaged $34.8 million or 34.4% of average deposits. Average deposits and advances were $124.2 million in 1998, which constitutes a $22.8 million (22.5%) increase over average deposits and advances in 1997. During 1998 total net loans averaged $95.2 million, a $20.5 million or 27.4% increase from average net loans in 1997. In comparing the change in cash flows during 1998 with 1997, the Company increased cash and cash equivalents by $9.8 to $28.8 million. As of March 15, 1999, the Company has in place $9.0 million in unsecured liquidity lines of credit through its correspondent banks and maintains additional secured liquidity lines through the Federal Reserve Bank. The Company may borrow up to 25% of its assets from The Federal Home Loan Bank (FHLB) subject to collateral and additional FHLB stock purchase requirements. At December 31,1998 the company had $2.5 million outstanding in advances from the Federal Home Loan Bank and had collateral available to borrow an additional $3.2 million. See Item 1,"Business -- Bay Area Bank -- Company Subsidiary -- Correspondent Banks." CAPITAL RESOURCES - ----------------- The Company is subject to Federal Reserve Board ("FRB") guidelines and the Bank is subject to Federal Deposit Insurance Corporation ("FDIC") regulations governing capital adequacy. The Company and the Bank exceed the minimum capital levels as required by the FRB and FDIC as of December 31, 1998. See "Item 1 Business at " (e) Supervision and Regulation, Capital Guidelines". The Bank is required to be in compliance with the "Risk Based Capital" regulations as required by the FDIC. As of December 31, 1998 the Bank had Tier 1 risk based capital of 12.52% and total risk based capital of 13.77%, both of which exceed the risk based capital requirements of the FDIC. Total Bank capital plus allowances for possible loan losses at year end 1998 of $16.4 million represents an increase of $4.1 million, or 33% growth over the 1997 year end balance of $12.3 million. RESULTS OF OPERATIONS - --------------------- The Company posted after-tax earnings of $2.4 million in 1998, a 31% increase over 1997 in which net income was $1.8 million and a 67% increase over 1996 in which net income was 38 $1,415,000. Pretax earnings were $4.1 million in 1998, as compared to $3.1 million in 1997 and $2.4 million in 1996. The increase in 1998 pretax earnings represents a 32% increase over 1997 and a 71% increase over 1996. The increase of $988,000 in pretax income in 1998 over 1997 was comprised of a $1.4 million increase in net interest income and a $40,000 decrease in loan loss provisions, offset in part by a decrease of $52,000 in noninterest income and a $388,000 increase in noninterest expense. Earnings per common share were $2.39 in 1998 as compared to $2.04 in 1997 and $1.69 in 1996. Earnings per common share assuming dilution were $2.33 in 1998 as compared to $1.84 in 1997 and $1.51 in 1996. The increase in earnings per share of 17% in 1998 compared with 21% in 1997 was a result of the 31% increase in earnings being offset in part by 12% increase in the average number of shares of common stock shares outstanding in 1998 from 883,000 in 1997 to 990,000 in 1998. The increase in earnings per share assuming dilution of 27% in 1998 compared with 21.9% in 1997 was a result of the 31% increase in earnings being offset in part by a 3.3% increase in number of shares of common stock and assumed conversions used to compute earnings per share assuming dilution (see "Item 8 - Financial Statements and Supplemental Data", footnote 1i, for a description of earnings per share computations). Consolidated net income was comprised of Bank-only profits of $2,395,000 in 1998 as compared to $1,862,000 in 1997 and $1,471,000 in 1996. The parent Company (without consideration of inter-company dividends) recorded a loss of $30,000 in 1998 as compared to losses of $57,000 in 1997 and $56,000 in 1996. The Company's (parent only) loss in 1998 was primarily comprised of legal costs, director fees, fees paid to the Bank for administrative services, annual report costs and other miscellaneous costs. The Company recorded consolidated net interest income of $8.2 million in 1998, $6.8 million in 1997, and $5.9 million in 1996. This represents an improvement in net interest income of 20.1% in 1998 over 1997 and 15.7% in 1997 over 1996. The Company's net interest margin (net interest income divided by average earning assets) was 6.6% in 1998, 6.9% in 1997, and 6.9% in 1996. During 1998, the yield the Company earned on its earning assets decreased from 9.9% in 1997 to 9.6% in 1998. The cost of funding sources (primarily deposits) for these assets increased from 3.9% in 1997 to 4.0% in 1998. The $1.38 million increase in net interest income in 1998 was a result of an increase in interest income of $2.14 million offset in part by an increase in interest expense of $756,000. The growth in net interest income in 1998 was comprised of a $2.54 million increase related to an increase in average earning assets offset in part by a $396,000 reduction caused by a decrease in the yield of the portfolio. The $919,000 increase in net interest income in 1997 over 1996 interest income was a result of an increase in interest income of $1.3 million offset by an increase in interest expense of $414,000. (See "Item 1 - Business, (d) Selected Statistics/Information-Distribution of Average Assets; Interest Rates and Differentials, and Rate and Volume Variances.") The Company's 1998 fourth quarter results indicate that interest margins are beginning to tighten primarily because of competitive pricing pressure on loans. In the fourth quarter of 1998 total earning assets averaged $137.7 million and total interest bearing liabilities averaged $102.4 million. The annualized yield on earning assets was 9.2% (as compared to 9.6% for all of 1998) and the cost of funds was 3.8% (as compared to 4.0% for 1998) resulting in an annualized net interest margin for that quarter of 6.3% (as compared to 6.6% for all of 1998). Loan loss provisions were $200,000 in 1998, as compared to $240,000 in 1997 and $435,000 in 1996. The decreased provision resulted primarily because of reduced loan charge-offs and increased recoveries in 1998. Gross loans charge-offs were $76,000 in 1998, $135,000 in 39 1997 and $510,000 in 1996. Loan loss recoveries were $313,000 in 1998, $40,000 in 1997, and $52,000 in 1996. This resulted in net loan loss recoveries of $237,000 in 1998 as compared to net loan charge-offs (charge-offs less recoveries) of $95,000 in 1997 and $458,000 in 1996. Net loan recoveries (charge-offs) as a percentage of average loans were 0.25% in 1998, (0.12)% in 1997 and (0.69)% in 1996. The Company's allowance for possible loan loss ratios and asset performance ratios were more favorable at December 31, 1998 than December 31, 1997. (See Item 1d "Business, Selected Statistical Information, Summary of Loan Loss Experience"). Of the Company's gross loans, $145,000 or 0.13% were not performing at December 31, 1998, $373,000 or 0.46% were not performing at year end 1997, and $1,431,000 or 2.05% were not performing at year end 1996. The Company's ratio of nonperforming assets to total assets was .09% at year end 1998, 0.31% at year end 1997 and 1.39% at year end 1996. The Company's allowance for possible loan losses as a percentage of nonperforming loans was 1,431% at year end 1998, as compared to 439% at December 31, 1997 and 96% at December 31, 1996. Nonperforming assets are discussed at "Item 1- Business" at "(d) Selected Statistical Information, Nonaccrual, Past Due and Restructured Loans." Management evaluates the size, quality, composition and growth of the portfolio as well the historical experience of losses in various loan categories when determining the amount of the allowance for possible loan losses. Potential adverse economic conditions and threats to the local real estate market are considered as well as their effect on a borrower's ability to repay the debt. The Board continues to employ a former regulator as an outside loan consultant to review specific loans as well as the adequacy of the entire loan loss allowance. Management has established a 1998 year end allowance for possible loan losses of $2.1 million or 1.88% of year end gross loans. The Company's concentration of real estate secured loans was approximately 67% at year end 1998, 69% at year end 1997 and 64% in 1996. The Company's concentration in real estate in the San Mateo region represents an inherent and continued risk to operations. A severe decline in local real estate values could be expected to effect adversely and materially affect the Company's earnings and capital position. There was no real estate owned at December 31, 1998 or December 31, 1997. Noninterest income decreased $52,000 or 2.1% to $2,465,000 in 1998 as compared to a decrease of $304,000 or 10.8% in 1997. The EFT Department contributed $454,000 to consolidated pretax income (after allocation of certain inter-company costs) as compared to $346,000 in 1997. There can be no assurance of the continued profitability of the EFT Department. Income from the EFT Department may be less than expected if state or federal laws are changed to limit the ability of the Bank to place more ATMs in service, or to limit the charges the Bank may collect from the use of those ATMs. For a further discussion of the EFT Department's operating results, see Item 1, "Business -- Bay Area Bank -- Company Subsidiary -- Electronic Funds Services." Noninterest expense increased $389,000 or 6.5% in 1998 as compared to an increase of $119,000 or 2.0% in 1997 and $320,000 or 5.8% in 1996. This increase in noninterest expense in 1988 was primarily due to a $404,000 increase in salary expense, a $205,000 increase in professional fees offset in part by a decrease in other expense of $181,000. Approximately $250,000 of salary expense and $200,000 in professional fees in 1988 are considered by 40 management to be nonrecurring. In addition to these nonrecurring items, an operational loss of $130,000 recorded in 1997 was recovered in full in 1998. The Company's tax expense increased from $957,000 in 1996 to $1,258,000 in 1997 and to $1,686,000 in 1998. The 1998 tax amount represents a $428,000 or 34% increase over the prior year. This is a result of a 32% increase in pretax income during 1998 which resulted in an effective tax rate of 41.6% for 1998 (as compared to 41.1% for 1997 and 40.3% in 1996). IMPACT OF INFLATION - ------------------- The low proportion of the Company's fixed assets to total assets (less than 1% at year end 1998) reduces the potential for inflated earnings resulting from understated depreciation and the potential understatement of absolute asset values. The effect of higher interest rates in the bond and credit markets would be to increase the net interest margin in the short term as a result of the Company's loan portfolio's sensitivity to interest rates. Offsetting this increase would be a loss in the Company's bond portfolio and an increase in the Company's cost of funds. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ---------------------------------------------------------- The Company is not required to provide the information required by Item 305 of the Regulation S-K as it is a small business issuer as defined in 17 C.F.R. 230.405. 41 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. ------------------------------------------- FINANCIAL HIGHLIGHTS (Dollar amount in thousand, except per share data) 1998 1997 1996 Total interest income $ 11,878 $ 9,734 $ 8,401 Total interest expense 3,708 2,953 2,539 Net interest income 8,170 6,781 5,862 - --------------------------------------------------------------------------------------- Provision for possible loan losses 200 240 435 - --------------------------------------------------------------------------------------- Total noninterest income 2,465 2,517 2,821 Total noninterest expense 6,384 5,995 5,876 Provision for income taxes 1,686 1,258 957 - --------------------------------------------------------------------------------------- Net income $ 2,365 $ 1,805 $ 1,415 - --------------------------------------------------------------------------------------- Earnings per share Earnings per common share $ 2.39 $ 2.04 $ 1.69 Earnings per common share - assuming dilution $ 2.33 $ 1.84 $ 1.51 Book value per share $ 14.31 $ 12.27 $ 11.05 Dividends declared per common share $ .41 $ .37 $ .33 Total loans, net of allowance for possible loan losses $108,116 $ 84,374 $ 67,735 Total assets $155,324 $122,085 $103,187 Total deposits $136,455 $107,426 $ 92,968 Total shareholders' equity $ 14,365 $ 11,988 $ 9,281 This information is derived from the following audited financial statements, and should be read in conjunction with those audited financial statements. 42 CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME (Dollar amounts in thousands, except per share data) For the Years ended December 31, ------------------------------- 1998 1997 1996 Interest Income: Interest and fees on loans $10,265 $8,243 $7,208 Interest on taxable investment securities 797 971 777 Interest on tax exempt investment securities 60 58 61 Interest on federal funds sold 756 462 355 - ----------------------------------------------------------------------------------------------------------------------------------- Total interest income 11,878 9,734 8,401 - ----------------------------------------------------------------------------------------------------------------------------------- Interest expense: Interest-bearing transaction accounts 1,446 1,364 1,320 Savings deposits 297 262 230 Time deposits 1,863 1,299 974 Other borrowings 102 28 15 - ----------------------------------------------------------------------------------------------------------------------------------- Total interest expense 3,708 2,953 2,539 - ----------------------------------------------------------------------------------------------------------------------------------- Net interest income 8,170 6,781 5,862 Provision for possible loan losses 200 240 435 Net interest income after provision for possible loan losses 7,970 6,541 5,427 Noninterest income: Service charges on deposit accounts 261 206 211 Gain on disposal of assets -- -- 2 Gain on sale of loans held for sale -- 12 456 Other mortgage banking income 140 135 149 ATM network revenue 1,946 2,026 1,839 Other 118 138 164 - ----------------------------------------------------------------------------------------------------------------------------------- Total noninterest income 2,465 2,517 2,821 - ----------------------------------------------------------------------------------------------------------------------------------- Noninterest expense: Salaries and related benefits 2,870 2,466 2,598 Occupancy 487 463 400 Equipment 472 495 544 Professional fees 486 281 243 ATM network expenses 526 558 628 Stationery and supplies 101 109 121 Other 1,442 1,623 1,342 - ----------------------------------------------------------------------------------------------------------------------------------- Total noninterest expense 6,384 5,995 5,876 - ----------------------------------------------------------------------------------------------------------------------------------- Income before provision for income taxes 4,051 3,063 2,372 Provision for income taxes 1,686 1,258 957 - ----------------------------------------------------------------------------------------------------------------------------------- Net Income $ 2,365 $ 1,805 $ 1,415 - ----------------------------------------------------------------------------------------------------------------------------------- Comprehensive Income: Unrealized gain (loss) on Investment securities held-for-sale, net of tax -- 3 (15) - ----------------------------------------------------------------------------------------------------------------------------------- Comprehensive Income $ 2,365 $1,808 $1,400 - ----------------------------------------------------------------------------------------------------------------------------------- Earnings per common share $ 2.39 $ 2.04 $ 1.69 - ----------------------------------------------------------------------------------------------------------------------------------- Earnings per common share-assuming dilution $ 2.33 $ 1.84 $ 1.51 - ----------------------------------------------------------------------------------------------------------------------------------- Dividends declared per common share $ .41 $ .37 $ .33 - ----------------------------------------------------------------------------------------------------------------------------------- See accompanying notes. 43 CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands, except per share data) December 31, ------------ 1998 1997 Assets Cash and due from banks $ 9,608 $ 11,464 Federal funds sold 19,200 7,500 - ---------------------------------------------------------------------------------------------------------------- Cash and cash equivalents 28,808 18,964 Investment securities held to maturity, at cost 13,442 14,482 (market value of $13,563 in 1998 and $14,683 in 1997) Investment securities available for sale (at market) 1,775 1,106 Loans, net of allowance for possible loan losses of $2,075 in 1998 and $1,638 in 1997 108,116 84,374 Premises and equipment, net 419 653 Interest receivable and other assets 2,764 2,506 - ---------------------------------------------------------------------------------------------------------------- Total assets $155,324 $122,085 - ---------------------------------------------------------------------------------------------------------------- Liabilities and Shareholders' Equity Deposits Demand $ 33,558 $ 28,248 Interest-bearing transaction 59,044 41,758 Savings 9,145 6,399 Time 34,708 31,021 - ---------------------------------------------------------------------------------------------------------------- Total deposits 136,455 107,426 Interest payable and other liabilities 2,004 1,671 Federal Home Loan Bank advances 2,500 1,000 - ---------------------------------------------------------------------------------------------------------------- Total liabilities 140,959 110,097 - ---------------------------------------------------------------------------------------------------------------- Commitments and contingent liabilities (Notes 9 and 10) Shareholders' equity: Common stock, no par value: Authorized -- 20,000,000 shares Issued and outstanding -- 1,004,141 shares in 1998 and 977,035 shares in 1997 4,896 4,736 Accumulated other comprehensive income (2) (2) Additional paid in capital 900 640 Retained earnings 8,571 6,614 - ---------------------------------------------------------------------------------------------------------------- Total shareholders' equity 14,365 11,988 - ---------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $155,324 $122,085 - ---------------------------------------------------------------------------------------------------------------- See accompanying notes. 44 CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar amounts in thousands, except per share data) For the years ended December 31, -------------------------------- 1998 1997 1996 Cash flows from operating activities: Net income $ 2,365 $ 1,805 $ 1,415 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 378 413 447 Provision for possible loan losses 200 240 435 Gain on sale of other assets -- -- (2) Proceeds from sale of loans held for sale -- 1,458 505 Cost of loans held for sale -- (723) (456) Net amortization and accretion of investment premiums and discounts 105 90 56 Net increase in interest receivable and other assets (258) (507) (548) Net increase in interest payable and other liabilities 333 733 180 Net increase (decrease) in deferred loan fees (46) 27 164 - ------------------------------------------------------------------------------------------------------------------------- Total adjustments 712 1,731 781 - ------------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 3,077 3,536 2,196 Cash flows from investing activities: Net decrease in time deposits with other financial institutions -- 100 3 Proceeds from the maturity of investment securities held to maturity 2,390 1,500 1,650 Proceeds from the maturity of investment securities available for sale -- 1,500 500 Principal payments received on mortgaged backed securities 3,694 1,494 997 Purchase of investment securities (5,840) (5,492) (4,444) Net increase in gross loans (23,874) (18,073) (8,726) Net capital expenditures, premises and equipment (144) (255) (310) Proceeds from the sale of real estate owned -- 436 128 - ------------------------------------------------------------------------------------------------------------------------- Net cash used in investing activities (23,774) (18,790) (10,202) - ------------------------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Net increase in deposits 29,029 14,458 8,988 Net change in other borrowings 1,500 1,000 (1,000) Proceeds from the exercise of common stock options 479 1,322 80 Common stock retired (59) (89) -- Cash dividends (408) (334) (277) - ------------------------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 30,541 16,357 7,791 - ------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 9,844 1,103 (215) Cash and cash equivalents, beginning of period 18,964 17,861 18,076 - ------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 28,808 $ 18,964 $ 17,861 - ------------------------------------------------------------------------------------------------------------------------- Supplemental Disclosures: Cash payments for interest $ 3,727 $ 2,870 $ 2,496 Cash payments for taxes 1,550 1,295 1,241 Loans transferred to real estate owned -- 870 130 See accompanying notes. 45 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Dollar amounts in thousands, except per share data) For the Years ended December 31, 1998, 1997 and 1996 Accumulated Additional Other Preferred Common Paid in Comprehensive Retained Stock Stock Capital Income Earnings Total ----- ----- ------- ------ -------- ----- Balance at December 31, 1995 $ 10 $4,053 $ -- $ 10 $4,005 $ 8,078 Preferred stock converted to common (10) 10 -- -- -- -- Accumulated other comprehensive income -- -- -- (15) -- (15) Cash dividends -- -- -- -- (277) (277) Stock options exercised -- 80 -- -- -- 80 Net income -- -- -- -- 1,415 1,415 - -------------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 1996 -- 4,143 -- (5) 5,143 9,281 Stock repurchases -- (89) -- -- -- (89) Accumulated other comprehensive income -- -- -- 3 -- 3 Cash dividends -- -- -- -- (334) (334) Stock options exercised and related tax benefit -- 682 640 -- -- 1,322 Net income -- -- -- -- 1,805 1,805 - -------------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 1997 -- 4,736 640 (2) 6,614 11,988 Stock repurchases -- (59) -- -- -- (59) Accumulated other comprehensive income -- -- -- -- -- -- Cash dividends -- -- -- -- (408) (408) Stock options exercised and related tax benefit -- 219 260 -- -- 479 Net income -- -- -- -- 2,365 2,365 - -------------------------------------------------------------------------------------------------------------------------------- Balance at December 31, 1998 $ 0 $4,896 $900 $ (2) $8,571 $14,365 - -------------------------------------------------------------------------------------------------------------------------------- See accompanying notes. REPORT OF INDEPENDENT ACCOUNTANTS To the Shareholders and the Board of Directors of Bay Area Bancshares: In our opinion, the accompanying consolidated balance sheets and the related statements of income and other comprehensive income, changes in shareholders' equity and of cash flows present fairly, in all material respects, the financial position of Bay Area Bancshares (the Company) at December 31, 1998, and 1997, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. 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. We conducted our audits of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Pricewaterhouse Coopers, LLP San Francisco, California February 9, 1999 46 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share data) NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements of Bay Area Bancshares (the Company), and its wholly owned subsidiary, Bay Area Bank (the Bank), have been prepared in conformity with generally accepted accounting principles and general practice within the banking industry. The Company's significant accounting policies are as follows: A. BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. All dollar amounts are shown in thousands except per share data. B. USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS The preparation of the consolidated financial statements of the Company requires management to make estimates and assumptions that affect reported amounts. These estimates are based on information available as of the date of the financial statements. Therefore, actual results could differ from those estimates. C. CASH AND CASH EQUIVALENTS The Company considers cash and due from banks and federal funds sold to be cash and cash equivalents. D. INVESTMENT SECURITIES HELD TO MATURITY AND AVAILABLE FOR SALE The amortized cost of debt securities classified as held-to-maturity or available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity, or in the case of mortgage-backed securities, over the estimated life of the security. Such amortization is included in interest income from investments. Interest and dividends are included in interest income from investments. Realized gains and losses, and declines in value judged to be other-than-temporary are included in net securities gains (losses). The cost of securities sold is based on the specific identification method. Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Available-for-sale securities are stated at fair value, with the unrealized gains and losses, net of tax, reported as a separate component of shareholders' equity. E. LOANS Loans are stated at the amount of principal outstanding at the balance sheet date. Interest on commercial, installment and real estate loans is accrued daily on a simple interest basis on the amount of principal outstanding. The Bank's policy is to place loans on nonaccrual status if either principal or interest has become past due for 90 days or more, or when payment in full of principal or interest is not expected. When a loan is placed on nonaccrual status, all interest previously accrued is reversed against current period income and the amortization of deferred loan fees is terminated. Bank management may waive nonaccrual status and the previously accrued interest may not be reversed if a loan is well collateralized and in the process of collection. Cash received on non-accrual loans is applied to reduce the principal balance. F. ALLOWANCE FOR POSSIBLE LOAN LOSSES The allowance for possible loan losses is maintained at a level considered by management as adequate to provide for losses that are inherent in the loan portfolio. The allowance is increased by provisions charged to operating expense and reduced by net charge-offs. The Bank makes periodic credit reviews of the loan portfolio and considers current economic conditions, historical loan loss experience and other factors in determining the adequacy of the allowance. The allowance for possible loan losses is based on estimates, and ultimate losses may vary from the current estimates. These estimates are reviewed periodically and, as adjustments become necessary, they are reported in earnings in the periods in which they become known. G. PREMISES AND EQUIPMENT Premises and equipment are stated at cost and depreciated using the straight- line method over the estimated useful lives of the assets, which are generally three to five years for furniture and equipment. Leasehold improvements are amortized over the term of the respective lease or the estimated useful life of the property, whichever is shorter. H. REAL ESTATE OWNED Other real estate owned is carried at the lower of cost or fair value. When the property is acquired through foreclosure, any excess of the related loan balance over the fair value is charged to the allowance for possible loan losses. Subsequent write-downs, operating expense, and losses upon sale, if any, are charged to operating expenses. I. EARNINGS PER SHARE Earnings per share (EPS) for the years ended December 31, 1998, 1997, and 1996 are stated in accordance with SFAS No. 128 "Earnings per Share." Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS is computed by dividing diluted net income available to common shareholders by the weighted average number of common shares and common equivalent shares outstanding including dilutive stock options. The computation of common stock equivalent shares is based on the weighted average market price of the Company's common stock throughout the period. 47 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share data) The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share (EPS) computations for the years ended December 31, 1998, 1997 and 1996. For the year ended December 31, 1998 ------------------------------------ Income Shares Per Share (Dollars in thousands, except per share amounts) (Numerator) (Denominator) Amount - ----------------------------------------------------------------------------------------------- Net income $2,365 Basic EPS: Income available to common shareholders 2,365 990,000 $2.39 Effect of dilutive securities: Stock options --- 24,000 --- ------------------------------------- Diluted EPS: income available to common shareholders and assumed conversions $2,365 1,014,000 $2.33 ------------------------------------- For the year ended December 31, 1997 ------------------------------------ Income Shares Per Share (Dollars in thousands, except per share amounts) (Numerator) (Denominator) Amount - ----------------------------------------------------------------------------------------------- Net income $1,805 Basic EPS: Income available to common shareholders 1,805 883,000 $2.04 Effect of dilutive securities: Stock options --- 99,000 --- ------------------------------------- Diluted EPS: income available to common shareholders and assumed conversions $1,805 982,000 $1.84 ------------------------------------- For the year ended December 31, 1996 ------------------------------------ Income Shares Per Share (Dollars in thousands, except per share amounts) (Numerator) (Denominator) Amount - ----------------------------------------------------------------------------------------------- Net income $1,415 Basic EPS: Income available to common shareholders 1,415 835,000 $1.69 Effect of dilutive securities: Stock options --- 105,000 --- ------------------------------------- Diluted EPS: income available to common shareholders and assumed conversions $1,415 940,000 $1.51 ------------------------------------- There were no options that were considered anti-dilutive, the options' exercise price was greater than the average market price of the common shares during the years ended December 31, 1998, 1997 and 1996. J. COMPREHENSIVE INCOME On January 1, 1998 the Company adopted SFAS 130, "Reporting Comprehensive Income". This statement requires companies to classify items of other comprehensive income by their nature in the financial statements and display the accumulated other comprehensive income separately from retained earnings in the equity statement of the balance sheet. The changes to the balances of accumulated other comprehensive income are as follows: - ------------------------------------------------------------------------------------------------------ Unrealized Gain on Securities Accumulated Other Comprehensive Income (Loss) - ------------------------------------------------------------------------------------------------------ Balance - December 31, 1997 $ (2) $ (2) - ------------------------------------------------------------------------------------------------------ Current period change - - - ------------------------------------------------------------------------------------------------------ Balance - December 31, 1998 $ (2) $ (2) - ------------------------------------------------------------------------------------------------------ 48 K. SEGMENT INFORMATION In 1998, the Company adopted SFAS 131, "Disclosures About Segments of an Enterprise and Related Information". SFAS 131 supersedes SFAS 14, "Financial Reporting for Segments of a Business Enterprise", replacing the "industry segment" approach with the "management" approach. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the company's reportable segments. SFAS 131 also requires disclosures about products and services, geographic areas, and major customers. The adoption of SFAS 131 did not affect results of operations or financial position but did affect the disclosure of segment information. L. RECLASSIFICATIONS Certain reclassifications have been made to prior years' amounts to conform with the current year presentation. These reclassifications have no effect on previously reported income. 49 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share data) NOTE 2--NATURE OF OPERATIONS The Company, through its subsidiary bank, provides a wide range of commercial banking services to individuals, professionals and small to medium sized businesses. The services provided include those typically offered by commercial banks, such as: interest-bearing and noninterest bearing checking accounts, savings and time deposits, business and personal loans, safe depository facilities, funds transfer, cashiers checks and the sale of travelers' checks. The Bank also operates a network of approximately fifty off-site Automated Teller Machines (ATMs) which generate transaction fees. NOTE 3--INVESTMENT SECURITIES The amortized cost and approximate market value of investment securities as of December 31, 1998 and 1997 are as follows: 1998 Aggregate Amortized Unrealized Unrealized Fair Cost Gain Loss Value ---- ---- ---- ----- Available-for-sale: Securities of the U.S. government and its agencies $ 504 $ 3 $ -- $ 507 Mortgage backed securities 1,273 2 (7) 1,268 - ------------------------------------------------------------------------------------------------------------- Total 1,777 5 (7) 1,775 Held-to-maturity: Securities of the U.S. government and its agencies 3,005 22 -- 3,027 States of the U.S. and political subdivisions 1,817 35 (1) 1,851 Mortgage backed securities 8,230 88 (23) 8,295 Federal Home Loan Bank Stock 390 -- -- 390 - ------------------------------------------------------------------------------------------------------------- Total $13,442 $145 $(24) $13,563 - ------------------------------------------------------------------------------------------------------------- 1997 Aggregate Amortized Unrealized Unrealized Fair Cost Gain Loss Value ---- ---- ---- ----- Available-for-sale: Securities of the U.S. government and its agencies $ 513 $ -- $-- $ 513 Mortgage backed securities 595 -- (2) 593 - ------------------------------------------------------------------------------------------------------------- Total 1,108 -- (2) 1,106 Held-to-maturity: Securities of the U.S. government and its agencies 4,509 23 -- 4,532 States of the U.S. and political subdivisions 1,007 20 -- 1,027 Mortgage backed securities 8,646 167 (9) 8,804 Federal Home Loan Bank Stock 320 -- -- 320 - ------------------------------------------------------------------------------------------------------------- Total $14,482 $210 $(9) $14,683 - ------------------------------------------------------------------------------------------------------------- The amortized cost and aggregate fair value of investment securities at December 31, 1998 by type and maturity are shown below. The maturity of mortgage-backed securities is estimated based on expected principal prepayments, all other securities have defined maturities. Securities Held to Maturity Securities Available for Sale Cost Fair Market Value Cost Fair Market Value - ----------------------------------------------------------------------------------------------------------- Due within one year $ 4,471 $ 4,513 $ 504 $ 507 Due after one year through five years 6,053 6,097 1,108 1,107 Due after five years through ten years 912 912 165 161 Due after ten years 1,616 1,651 -- -- - ------------------------------------------------------------------------------------------------------- Total $13,052 $13,173 $1,777 $1,775 - ------------------------------------------------------------------------------------------------------- The Company did not sell any securities in 1996,1997 or 1998. As of December 31, 1998, and 1997, investment securities with an amortized cost of $ 3,836 and $3,874 respectively, were pledged to secure public deposits and other borrowings as required by law. 50 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share data) NOTE 4--LOANS AND ALLOWANCE FOR POSSIBLE LOAN LOSSES Loan balances as of December 31, 1998 and 1997 were as follows: 1998 1997 Commercial $ 28,591 $20,679 Real estate mortgage 41,077 38,567 Real estate construction 33,154 20,978 Installment 7,369 5,788 - ----------------------------------------------------------------------------- 110,191 86,012 Less--Allowance for possible loan losses (2,075) (1,638) - ----------------------------------------------------------------------------- Net loans $108,116 $84,374 - ----------------------------------------------------------------------------- The changes in the allowance for possible loan losses for the years ended December 31, 1998, 1997 and 1996 were as follows: 1998 1997 1996 Balance at January 1, $1,638 $1,493 $1,516 Provision for possible loan losses 200 240 435 Loans charged off (76) (135) (510) Recoveries 313 40 52 - -------------------------------------------------------------------------------- Balance at December 31, $2,075 $1,638 $1,493 - -------------------------------------------------------------------------------- The Company adopted Financial Accounting Standards Board Statement (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan, effective January 1, 1995. As a result of applying the new rules, certain impaired loans are reported at the present value of expected future cash flows using the loan's effective interest rate, or as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. If the estimated value of the loan is less than the carrying value of the loan, the impairment is recorded through a valuation allowance. The valuation allowance for impaired loans at December 31, 1998 and 1997 under SFAS No. 114 was $36 and $93 respectively, which is included in the Company's allowance for loan loss. For the years ended December 31, 1998 and 1997, the average recorded investment in impaired loans was approximately $201 and $995, respectively. The Company considers all nonaccrual loans to be impaired loans. At December 31, 1998 and 1997 there were loans totaling approximately $145 and $373 respectively, on nonaccrual status. Interest earned but not recorded on all loans that were on nonaccrual status during the years ended December 31, 1998 and 1997 was approximately $8 and $53 respectively. The Bank has, and expects to have in the future, banking transactions in the ordinary course of its business with directors, executive officers, principal shareholders and their associates. The loan activity with respect to these related parties during 1998 is summarized below: Loans to directors, executive officers, principal shareholders and their associates: 1998 1997 Balance at January 1, $ 1,395 $ 1,549 Additions 195 926 Paydowns or Retirements (752) (1,080) - -------------------------------------------------------------------------------- Balance at December 31, $ 838 $ 1,395 - -------------------------------------------------------------------------------- The Bank's business activity is with customers primarily located within San Mateo County. The Bank grants real estate, commercial, and installment loans to these customers. Although the Bank has a diversified loan portfolio, a significant portion of its customers' ability to repay the loans is dependent upon the real estate economic sector. Generally, the loans are secured by assets or stock. Loans are based on the borrowers' established integrity, historical cash flow, and their willingness and ability to perform on commitments. The Bank's policy is to secure collateral where deemed necessary to protect the soundness of the loan. In the event of loan default, the Bank's means of recovery is through judicial procedures. 51 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) NOTE 5--PREMISES AND EQUIPMENT Premises and equipment as of December 31, 1998 and 1997 were comprised of the following: 1998 1997 Automobiles $ 55 $ 55 Furniture and equipment 2,759 2,625 Leasehold improvements 226 225 - -------------------------------------------------------------------------------- 3,040 2,905 Less - Accumulated depreciation and amortization (2,621) (2,252) - -------------------------------------------------------------------------------- Net premises and equipment $ 419 $ 653 - -------------------------------------------------------------------------------- Depreciation expense was $ 378, $413 and $447 for the years ended December 31, 1998, 1997 and 1996. NOTE 6--DEPOSITS AND INTEREST ON DEPOSITS As of December 31, 1998 and 1997, the Bank had time certificates of deposit in denominations of $100 or more totaling approximately $22,237 and $20,261, respectively. Interest paid on these deposits was approximately $1,255 in 1998, $772 in 1997 and $494 in 1996. NOTE 7--BORROWINGS AND AVAILABLE CREDIT At December 31, 1998 and 1997 the Bank had advances from the Federal Home Loan Bank of San Francisco (FHLB) of $2,500 and $1,000 at a weighted average interest rate of 5.70% and 5.93%, respectively. The terms of these advances range from one to five years and are collaterialized by loans and investment securities of the Bank. Of the advances outstanding at December 31, 1998, $500 mature within one year and $2,000 mature within five years. As of December 31, 1998 and 1997, the Bank had in place $9,000 in unsecured liquidity lines of credit. These funds were available through its correspondent banks. The Bank is a member of the FHLB. The Bank may borrow up to 25% of its assets subject to collateral and FHLB stock purchase requirements. At December 31, 1998 the Bank held $390 in FHLB stock and had enough collateral available with the FHLB to borrow an additional $3,222. NOTE 8--REGULATORY CAPITAL REQUIREMENTS The Bank is 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 the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk- weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 1998, that the Bank meets all capital adequacy requirements to which it is subject. To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions ----------------- ----------------- ----------------- Amount Ratio Amount Ratio Amount Ratio - ----------------------------------------------------------------------------------------------------------- As of December 31, 1998 Total Capital (to Risk Weighted Assets) $15,800 13.77% $9,181 8.0% $11,476 10.0% Tier 1 Capital (to Risk Weighted Assets) $14,365 12.52% $4,590 4.0% $ 6,886 6.0% Tier 1 Capital (to Average Assets) $14,365 10.32% $5,566 4.0% $ 6,957 5.0% 52 As of December 31, 1997 Total Capital (to Risk Weighted Assets) $11,850 12.79% $7,347 8.0% $ 9,184 10.0% Tier 1 Capital (to Risk Weighted Assets) $10,692 11.54% $3,674 4.0% $ 5,510 6.0% Tier 1 Capital (to Average Assets) $10,692 9.49% $4,498 4.0% $ 5,623 5.0% 53 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share data) As of December 31, 1998 and 1997, the Bank was 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, Tier I leverage ratio as set forth in the table, and not subject to a capital directive. The retained earnings of the Company include undistributed earnings of the Bank. Dividends by the Bank to the Company are restricted under California law to the lesser of the Bank's retained earnings, or the Bank's net income for the latest three fiscal years, less dividends previously declared during that period, or with the approval of the California Superintendent of Banks, to the greater of the retained earnings of the Bank, the net income of the Bank for its last fiscal year or the net income of the Bank for its current fiscal year. As of December 31, 1998, the Bank had retained earnings available for dividend distribution of $5,052 Additionally, the Federal Reserve Act generally restricts loans, advances and investments by the Bank, in or to the Company, to 10% of the shareholder's equity of the Bank. NOTE 9--COMMITMENTS AND CONTINGENT LIABILITIES The Company is obligated for rental payments under certain operating leases and contract agreements. Rental expense included in occupancy expense and equipment expense was approximately $463, $440 and $378 for the years ended December 31, 1998, 1997 and 1996, respectively. At December 31, 1998, the approximate future lease rentals payable under operating leases for premises were as follows: 1999 $ 277 2000 258 2001 258 2002 258 Thereafter 0 - ------------------------------------------------------------------ Total Minimum Lease Payments $1,051 - ------------------------------------------------------------------ The Bank is required to maintain reserves with the Federal Reserve Bank (FRB) of San Francisco. Reserve requirements are primarily based on a percentage of deposit liabilities. At December 31, 1998 the required reserves were $1,217. In the normal course of business, the Company is at times subject to pending and threatened legal actions and proceedings. After reviewing pending and threatened actions and proceedings with counsel, management believes that the outcome of such actions or proceedings will not have a material adverse effect on the consolidated financial condition of the Company. NOTE 10--OFF-BALANCE SHEET INSTRUMENTS WITH RISK In the ordinary course of business, the Bank enters into various types of transactions, which involve financial instruments with off-balance sheet risk. These instruments include commitments to extend credit and standby letters of credit and are not reflected in the accompanying balance sheets. These transactions may involve, to varying degrees, credit and interest rate risk in excess of the amount, if any, recognized in the balance sheets. Management does not anticipate any loss to result from these commitments. The Bank's off-balance sheet credit risk exposure is the contractual amount of commitments to extend credit and standby letters of credit. The Bank applies the same credit standards to these contracts as it uses in its lending process. Financial instruments whose contractual amount represented risk: 1998 1997 Commitments to extend credit $33,296 $34,102 Standby letters of credit $ 825 $ 1,205 Commitments to extend credit are agreements to lend to customers. These commitments have specified interest rates and generally have fixed expiration dates but may be terminated by the Bank if certain conditions of the contract are violated. Although currently subject to drawdown, many of these commitments are expected to expire or terminate without funding. Therefore, the total commitment amounts do not necessarily represent future cash requirements. Collateral held relating to these commitments vary, but may include cash, securities and real estate. 54 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share data) Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Credit risk arises in these transactions from the possibility that a customer may not be able to repay the Bank upon default of performance. Collateral held for standby letters of credit is based on an individual evaluation of each customer's creditworthiness, but may include cash and securities. NOTE 11--PROFIT SHARING AND SALARY CONTINUATION PLANS The Bank has a qualified profit sharing plan for most full-time employees. Employer contributions are to be made from current-year profits, predicated on the performance of the Bank based on a formula approved annually by the Bank's Board of Directors. Participants in the plan are allowed to make contributions in accordance with the plan agreement. The Bank matches the participants' contributions up to 5% of their annual salary so long as certain Bank profitability goals are met. Full vesting of the Bank's contribution to the employee occurs after five years of employment. The Bank provided for contribution expense of $60, $74 and $72 during 1998, 1997 and 1996, respectively. The Company has agreed to salary continuation plans for certain former and current key executive officers. Under the plan, the Company is obligated to provide the officer or his beneficiaries, a fixed amount for 15 years after they have reached retirement age. The Company has established a reserve for this liability based on the present value of the vested portion. Salary continuation expense was $301, $87 and $57 in 1998, 1997 and 1996, respectively. The Bank has elected to fund its obligation under the plans with life insurance contracts. The Bank is the beneficiary of the life insurance policies with a current cash surrender value of $385, which is included in other assets at December 31, 1998. NOTE 12--EMPLOYEE STOCK OPTION PLAN AND RIGHTS The Company has a stock option plan for full-time, salaried officers and directors and employees who have substantial responsibility for the successful operation of the Company. Options are granted at no less than the fair market value of the stock at the date of the grant. Options vest over a period of zero to five years and have a maximum term of ten years. The options may be granted in accordance with terms determined by the Board of Directors until the expiration of the plan. At the Company's annual meeting in May 1998, shareholders ratified an amendment to the plan authorizing an additional 293,000 shares. At December 31, 1998, 83,108 shares were outstanding at an average exercise price of $22.01. The following table summarizes the option activity for the years ended December 31, 1998, 1997 and 1996 (all share amounts are in thousands): Weighted Weighted Average Average Fair Value Available Outstanding Exercise Share of Options Granted - -------------------------------------------------------------------------------------------------- Balance, December 31, 1995 19 185 $ 4.82 Granted (10) 10 $12.50 $4.38 Exercised -- (15) $ 5.08 - -------------------------------------------------------------------------------------------------- Balance, December 31, 1996 9 180 $ 5.22 Exercised -- (142) $ 4.80 - -------------------------------------------------------------------------------------------------- Balance, December 31, 1997 9 38 $ 6.79 Plan Amendment 293 -- -- Granted (74) 74 $24.00 $8.40 Exercised -- (29) $ 7.52 - -------------------------------------------------------------------------------------------------- Balance, December 31, 1998 228 83 $22.22 - -------------------------------------------------------------------------------------------------- On January 1, 1996, the Bank adopted Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation" (SFAS 123). As permitted by SFAS 123, the Bank has chosen to apply APB Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related Interpretations in accounting for its Plans. Accordingly, no compensation cost has been recognized for options granted under the Plan. Had compensation cost for the Bank's Plan been determined based on the fair value at the grant dates for awards under the Plan consistent with the method of SFAS 123, the Bank's net income and net income per share would have been reduced to the pro forma amounts indicated below: 1998 1997 1996 As Reported Pro Forma As Reported Pro Forma As Reported Pro Forma ---------------------------------------------------------------------- Net income $2,365 $2,267 $1,805 $1,789 $1,415 $1,376 Basic earnings per share $ 2.39 $ 2.29 $ 2.04 $ 2.03 $ 1.69 $ 1.45 Diluted earnings per share $ 2.33 $ 2.24 $ 1.84 $ 1.82 $ 1.51 $ 1.45 55 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share data) The fair value of each option grant is estimated on the date of grant using a method that approximates the Black-Scholes option-pricing model with the following weighted-average assumptions used for grant in 1997 and 1996; expected volatility of 15%, risk-free interest rates of 6.00% and expected lives of 10 years. 74,000 options were granted in 1998. The following table summarizes information about the Plan's stock options at December 31, 1998: Options Outstanding at 12/31/98 Options Exercisable at 12/31/98 ------------------------------- ------------------------------- Exercise Number Weighted Weighted Average Number Weighted Weighted Average Price Outstanding Average Price Remaining Life Exercisable Average Price Remaining Life - -------- ----------- ------------- -------------- ----------- ------------- -------------- $ 4.75 8,608 $ 4.75 5.00 8,608 $ 4.75 5.00 $24.00 74,500 $24.00 9.11 74,500 $24.00 9.11 The Company has a stock appreciation rights (SAR) plan under which the Board of Directors may award up to 200,000 units to employees. The SAR can be redeemed for the amount by which the fair market value of a share of common stock on the date of exercise exceeds the SAR's grant price as established by the Board. The SAR becomes fully exercisable based on a vesting schedule established by the Board which generally does not exceed five years. Each SAR expires ten years from the date the SAR is awarded. Compensation cost recognized for SAR's granted under the plan totaled approximately $111,$222 and $75 for 1998, 1997 and 1996, respectively. NOTE 13--INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets (liabilities) are set forth below: 1998 1997 Book loan loss allowance in excess of tax $ 538 $448 Book depreciation in excess of tax 82 49 Deferred compensation 382 198 State franchise tax 60 1 Other (24) (16) - -------------------------------------------------------------------------- Deferred tax asset $1,038 $680 - -------------------------------------------------------------------------- The current and deferred amounts of the tax provision (benefit) for the years ended December 31, 1998, 1997, and 1996 were as follows: TOTAL FEDERAL STATE PROVISION 1998 Current $1,519 $521 $2,040 Deferred (279) (75) 354 - -------------------------------------------------------------------------- $1,240 $446 $1,686 - -------------------------------------------------------------------------- 1997 Current $ 909 $376 $1,285 Deferred (77) 50 (27) - -------------------------------------------------------------------------- $ 832 $426 $1,258 - -------------------------------------------------------------------------- 1996 Current $ 774 $319 $1,093 Deferred (81) (55) (136) - -------------------------------------------------------------------------- $ 693 $264 $ 957 - -------------------------------------------------------------------------- 56 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share data) The provisions for income taxes differ from the amounts computed by applying the statutory federal income tax rates to income before taxes as follows: 1998 1997 1996 Federal income tax expense $1,377 34.0% $1,042 34.0% $ 807 34.0% State franchise taxes, net of federal benefit 294 7.2 219 7.1 174 7.2 Tax exempt income (18) (0.4) (17) (0.6) (21) (0.8) Other, net 33 0.8 14 0.6 (3) 0.1 - -------------------------------------------------------------------------------------------------------------------- Total $1,686 $41.1% $1,258 $41.6% $ 957 40.3% - -------------------------------------------------------------------------------------------------------------------- NOTE 14--ACTIVITY OF BUSINESS SEGMENTS In 1998 the Company adopted SFAS No. 131. The prior year's segment information has been restated to present the Company's two reportable segments, Community banking and ATM operations (also known as Electronic funds Transfer "EFT" operations). The accounting policies of the segments are the same as those described in the "Summary of Significant Accounting Policies." Segment data includes intersegment revenue, as well as charges all direct operating expenses and allocated charges for personnel and interest expense for the use of cash that is dispensed from the ATM machines. The Company is organized primarily along community banking and ATM operations. Community banking provides a range of commercial banking services to individuals, professionals and small to medium-sized businesses. ATM operations runs a network of off-site ATMs including tourist centers, horse racing tracks, truck stops and shopping centers in California. The Company's business is conducted principally in the U.S.; foreign operations are not material. The following table shows each segments key operating results and financial position for the years ended or as of December 31, 1998, 1997 and 1996: 1998 1997 1996 Community ATM Community ATM Community ATM banking operations banking operations banking operations --------- ----------- --------- ----------- --------- ----------- Net interest income (1) $ 8,069 $ (152) $ 6,726 $ (196) $ 5,621 $ (194) Other income 519 1,946 491 2,026 982 1,839 Operating expenses 4,961 1,340 4,894 1,484 4,626 1,419 Net income before income tax 3,627 454 2,323 346 1,977 226 Total assets $136,487 $4,342 $105,559 $4,415 $88,241 $5,565 (1) After loan loss provisions A reconciliation of total segment net interest income and other income combined, net income before income taxes, and total assets to the consolidated numbers in each of these categories for the years ended December 31, 1998, 1997 and 1996 is presented below. 1998 1997 1996 ---------- ---------- ---------- Total segment net interest income and other income 10,382 9,047 8,248 Parent company net interest income and other income 3,961 3,204 3,974 ---------- ---------- ---------- Consolidated net interest income and other income 14,343 12,251 11,222 ========== ========== ========== Total segment net income before income tax 4,081 2,669 2,203 Parent company net income before income tax (30) 394 169 ---------- ---------- ---------- Consolidated net income before income tax 4,051 3,063 2,372 ========== ========== ========== Total segment total assets 140,829 109,974 93,806 Parent company assets 14,495 12,111 9,381 ---------- ---------- ---------- Consolidated total assets 155,324 122,085 103,187 ========== ========== ========== NOTE 15-SUBSEQUENT EVENT On January 26, 1999 the Company and Greater Bay Bancorp (GBB) signed a definitive agreement for a merger between the two companies. The terms of the agreement provide for the Company's shareholders to receive shares of GBB stock in a tax-free exchange for their shares of Bay Area Bancshares. For each outstanding share of Bay Area Bancshares, GBB will issue 1.38682 shares if the average closing price of its stock is $30.00 or more, or 1.44271 shares if the average closing price of its stock is less than $30.00 upon completion of the merger. Following the merger, the shareholders of Bay Area Bancshares will own approximately 12.7% of the combined company, after giving effect to all outstanding options. 57 NOTE 16-FAIR VALUE OF FINANCIAL INSTRUMENTS In accordance with SFAS No. 107 "Disclosures about Fair Value of Financial Instruments", the estimated fair value of the Company's financial instruments are disclosed below. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be 58 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share data) realized in immediate settlement of the instrument. Statement 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not necessarily represent or affect the underlying value of the Company. The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments: CASH AND CASH EQUIVALENTS: Cash and cash equivalents, which includes federal funds sold, is carried at an amount that approximates fair value. INVESTMENT SECURITIES: Fair value is based on quoted market prices, where available or quoted market prices of comparable instruments. If not material, the carrying value of investment securities approximates fair value. LOANS AND LOANS HELD FOR SALE: Most adjustable rate loans are valued at the carrying amount. All fixed and adjustable rate loans with interest rate caps and floors are valued by loan type. To determine the fair value, the interest rate used to discount the cash flows is the current market rate for a like class of loans. Additionally, the allowance for loan losses was applied against the estimated fair value to recognize future defaults of contractual cash flows. INTEREST RECEIVABLE: Interest receivable is carried at an amount that approximates fair value. DEPOSITS: The fair values disclosed for demand (interest bearing transaction and savings deposits) are equal to the amount payable on demand at the reporting date (carrying amount). Fair value for time deposits (fixed-rate certificate of deposits) are estimated using a discounted cash flow calculation that applies interest rates currently offered on deposits of similar remaining maturities. INTEREST PAYABLE: Interest payable is carried at an amount that approximates fair value. FEDERAL HOME LOAN BANK ADVANCES: Federal Home Loan Bank advances are carried at an amount that approximates fair value. OFF-BALANCE-SHEET INSTRUMENTS: The fair value of commitments to extend credit were not significant. The estimated fair values of the Company's financial instruments are as follows: December 31, 1998 December 31, 1997 Carrying Amount Fair Value Carrying Amount Fair Value ------------------------------------------------------------ ASSETS: Cash and cash equivalents $ 28,808 $ 28,808 $18,964 $18,964 Investment securities available for sale 1,775 1,775 1,106 1,106 Investment securities held to maturity 13,442 13,563 14,482 14,683 Loans 108,116 107,548 84,374 82,869 Interest receivable 842 842 741 741 LIABILITIES: Demand deposits 33,558 33,558 28,248 28,248 Interest bearing transaction and savings deposits 68,189 68,189 48,157 48,157 Time deposits 34,708 31,647 31,021 30,813 Interest payable 232 232 251 251 Federal Home Loan Bank advances 2,500 2,500 1,000 1,000 59 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share data) NOTE 17--CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY Condensed balance sheets, statements of income, and cash flows for Bay Area Bancshares (parent company only) are presented below: Bay Area Bancshares (Parent) Balance Sheets at December 31, 1998 and 1997 1998 1997 ASSETS Cash and cash equivalents $ 787 $ 626 Investment in subsidiary 13,085 10,690 Notes receivable 533 470 Other assets 90 325 - ------------------------------------------------------------------------------ Total assets 14,495 12,111 Liabilities & Shareholders' Equity Other liabilities 130 123 Total liabilities 130 123 - ------------------------------------------------------------------------------ Total shareholders' equity 14,365 11,988 - ------------------------------------------------------------------------------ Total liabilities and shareholders' equity $14,495 $12,111 - ------------------------------------------------------------------------------ Bay Area Bancshares (Parent) Statements of Income For the Years Ended December 31, 1998, 1997 and 1996 1998 1997 1996 Cash dividends received from subsidiary $ 0 $ 450 $ 225 Interest income 52 11 2 Professional fees (29) (37) (16) Miscellaneous expense (53) (30) (42) - ----------------------------------------------------------------------------------------- Income before equity in undistributed income of subsidiary (30) 394 169 Equity in undistributed income of subsidiary 2,395 1,411 1,246 - ----------------------------------------------------------------------------------------- Net income $2,365 $1,805 $1,415 - ----------------------------------------------------------------------------------------- Bay Area Bancshares (Parent) Statements of Cash Flows For the Years Ended December 31, 1998, 1997 and 1996 1998 1997 1996 Cash flows from operating activities: Net income $ 2,365 $ 1,805 $ 1,415 Adjustments to reconcile net income to cash provided by operating activities: Net decrease (increase) in other assets 235 (325) -- Net increase in other liabilities 7 23 13 Equity in undistributed income of subsidiary (2,395) (1,411) (1,246) - ----------------------------------------------------------------------------------------------------------------- Total adjustments (2,153) (1,713) (1,233) - ----------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 212 92 182 Cash flows from financing activities: Net increase in notes receivable (63) (470) -- Exercise of common stock options 479 1,322 80 Common stock retired (59) (89) -- Cash dividends (408) (334) (277) - ----------------------------------------------------------------------------------------------------------------- Net cash provided by (used in) financing activities (51) 429 (197) - ----------------------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 161 521 (15) 60 Cash and cash equivalents, beginning of year 626 105 120 - -------------------------------------------------------------------------------- Cash and cash equivalents, end of year $ 787 $ 626 $ 105 - -------------------------------------------------------------------------------- ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND --------------------------------------------------------------- FINANCIAL DISCLOSURE. --------------------- Not applicable. 61 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The following table provides certain information regarding the Board of Directors of the Company and the Bank. DIRECTOR OF POSITION POSITION THE COMPANY NAME AGE WITH COMPANY WITH BANK SINCE - ---- --- ------------ --------- ----- Frank M. Bartaldo Jr. 50 N/A Director, N/A President & CEO Gary S. Goss 63 Director, Director, 1981 Secretary Secretary Robert R. Haight 70 Chairman of Director 1981 the Board, President, Chief Executive Officer Stanley A. Kangas 61 Director Director 1996 David J. Macdonald 59 Director Director 1981 Thorwald A. Madsen 82 Director Director 1981 Dennis Royer 56 Director Director 1995 None of the directors of the Company or the Bank were selected pursuant to any arrangement or understanding other than the directors and officers of the Company and the Bank acting in their capacities as such. The terms of the proposed merger of the Company and Greater Bay Bancorp provide that one director from the Company's Board would serve as a director of Greater Bay Bancorp and that the directors of the Bank would continue with the President of Greater Bay Bancorp as an additional member of the Bank's Board. Director Thorwald Madsen has announced that he will retire from and Board and the Board of the Bank has approved the terms of a director emeritus agreement for Mr. Madsen. There are no family relationships between any two or more of the directors or officers. Set forth below are brief summaries of the background and business experience, including the principal occupation, of the Company's and Bank's directors. Except for the Bank, no corporation or organization discussed below is an affiliate or a subsidiary of the Company. FRANK M. BARTALDO, JR. Mr. Bartaldo, Jr., 50, has been with Bay Area Bank since 1986. He currently serves as President and Chief Executive Officer of Bay Area Bank, a position he received after the retirement of Mr. John Brooks in February 1998. Prior to being named President, Mr. Bartaldo served as Executive Vice President and Senior Banking Officer of the Bank. In February 1996, Mr. Bartaldo was elected to serve as a director of the company's sole subsidiary, Bay Area Bank. Before his employment at Bay Area Bank, Mr. Bartaldo was a partner in a mortgage banking business and prior to that he was employed for eight years at Wells Fargo Bank. Mr. Bartaldo received his BS in Business Administration from California State University at 62 Chico in 1971. Mr. Bartaldo is Past-President of the Redwood City-San Mateo County Chamber of Commerce. GARY S. GOSS: A Certified Public Accountant since 1961, Mr. Goss is the principal in the accounting firm of Gary S. Goss, San Carlos, California. Currently a member of the Redwood City, San Carlos and Foster City Chambers of Commerce and the San Carlos Rotary. Mr. Goss has been president of the San Carlos Chamber and served on the Board of Directors of the Half Moon Bay Chamber of Commerce. He also served as president of the YMCA. ROBERT R. HAIGHT: Mr. Haight is the owner and founder of Woodside Road Insurance Agency in Redwood City. He is also a licensed insurance broker and agent. Mr. Haight graduated from Redwood City's Sequoia High School, having lived in Redwood City since 1942. He is a past president and director of the Redwood City Chamber of Commerce, the Redwood City Independent Insurance Agents Association, and San Mateo County Independent Agents Association. Currently Mr. Haight is a member of the Sequoia Club in Redwood City. Mr. Haight was elected Chairman of the Board, President and Chief Executive Officer of Bay Area Bancshares in 1991. STANLEY A. KANGAS: Mr. Kangas retired in 1998 as chairman of the Board of Brian Kangas Foulk (BKF), a 150 person civil engineering firm with offices in Redwood City, San Jose and Walnut Creek. Mr. Kangas was President of BKF from 1975 to 1995. Mr. Kangas' firm provided engineering services to Stanford University and he served as Principal-In-Charge of many of BKF's large scale projects including the 1,200 acre Redwood Shores community in Redwood City. Mr. Kangas served as an officer in many professional societies and civil engineering organizations. Mr. Kangas is currently involved in many local community programs and non-profit groups including the Redwood City-San Mateo County Chamber of Commerce, the Redwood City Library Foundation, the Redwood City School District Bond Oversight Committee, the San Carlos Youth Center Foundation and the Boys and Girls Club of the Peninsula. Mr. Kangas and BKF were recently honored with the Sequoia Award for civic service by a Redwood City business. Mr. Kangas was appointed to the Board of Directors of Bay Area Bank and Bay Area Bancshares on February 20, 1996. DAVID J. MACDONALD: A real estate developer and syndicator for the past 35 years, Mr. Macdonald is owner and broker of David J. Macdonald Real Estate Company in San Carlos. Mr. Macdonald is a member of the San Carlos Board of Realtors and is an active volunteer and member of San Mateo County Sheriff's Air Squadron, Search and Rescue. THORWALD A. MADSEN: Retired since 1989, Mr. Madsen was Manager of Bay Counties Builders Escrow from 1972 to 1989, and Executive Director of the Peninsula Builder's Exchange from 1972 to 1984. Prior to assuming dual responsibilities at PBE, he ran his own company, Thor Madsen Plumbing and Heating from 1944 to 1970. Always an active member of the community, Mr. Madsen served as Mayor of San Carlos in 1974 and served on the city council from 1972 to 1976. He was on the San Carlos Park & Recreation Commission for 12 years, serving as Chairman five times. Mr. Madsen retired from the San Carlos Lions Club after 45 years of membership. Currently Mr. Madsen is an active participant in Peninsula Association of Contractors and Engineers and the San Carlos Branch of Sons in Retirement. DENNIS W. ROYER. Mr. Royer is a partner in his family-owned and operated business, Royer Realty in Redwood City, which his father began in 1954. Upon receiving his MBA from the University of Santa Clara in 1967, Mr. Royer began his career as a residential real estate broker. He is a former board member of the Redwood City/San Carlos Association of Realtors and the 63 Peninsula Golf and Country Club. Mr. Royer was appointed to the Board of Directors of Bay Area Bank and Bay Area Bancshares on June 6, 1995. In July 1997 Mr. Royer was elected Chairman of the Board of Bay Area Bank. EXECUTIVE OFFICERS OF THE REGISTRANT The information required herein is incorporated by reference from Item 1(b), herein. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. The Company's common stock is not registered pursuant to Section 12 of the Exchange Act, therefore Item 405 of Regulation S-K is not applicable to the Company. ITEM 11. EXECUTIVE COMPENSATION. ----------------------- The following table sets forth the cash compensation paid to or allocated for the Chief Executive Officer of the Company and the Bank and those executive officers whose cash compensation exceeded $100,000 for services rendered in 1998, 1997, and 1996. SUMMARY COMPENSATION TABLE Long Term Name and Regular Compensation All Other Principal Position Year Salary/2/ Bonus Stock Options/SARs* Compensation/3,/4,/5/ - ------------------ ---- --------- ----- ------------------- ------------------------- Robert R. Haight/1/ 1998 $ 24,500 N/A 0 $ 6,600 CEO of Company 1997 $ 20,350 N/A 0 $ 6,600 1996 $ 18,950 N/A 0 $ 5,888 Frank M. Bartaldo 1998 $115,000 $55,000 20,000 $ 9,104 President & CEO 1997 $100,000 $32,000 20,000 $ 6,700 of Bank 1996 $100,000 $34,000 20,000/6/ $ 6,451 Anthony J. Gould 1998 $100,000 $55,000 15,000 $ 8,102 COO/CFO of Company 1997 $ 90,000 $32,000 15,000 $ 6,000 and EVP/CFO of Bank 1996 $ 90,000 $30,000 15,000/6/ $ 5,792 Mark V. Schoenstein 1998 $ 85,000 $45,000 12,500 $ 9,957 SVP/Construction Loans 1997 $ 75,000 $33,180 12,500 $ 5,183 of Bank 1996 $ 75,000 $30,156 10,000/7/ $ 4,519 William A. Peterson 1998 $ 92,000 $35,000 0 $ 2,453 SVP/Sr. Lending Officer 1997 $ 30,000/8/ $17,000/8/ 0 0 of Bank * Number of shares _____________________ /1/ Amounts for Mr. Haight include all compensation received in the fiscal year. /2/ Mr. Haight is paid $475 per Board meeting in addition to his regular, non- officer director fees. Mr. Bartaldo has an annual salary of $115,000. Mr. Gould has an annual salary of $100,000, Mr. Schoenstein's annual salary is $85,000, and Mr. Peterson's' annual salary is $92,000. 64 /3/ Mr. Haight is not eligible for the Bank's 401(k) Plan as he is not an employee of the Bank. Mr. Haight received health benefits with a cost of $550 per month. During 1998, Mr. Bartaldo received $7,354 as a matching contribution under the Bank's 401(k) Plan and Mr. Gould, Mr. Schoenstein and Mr. Peterson received $6,602, $9,957 and $2,453 respectively. /4/ In addition to this compensation, Salary Continuation Plans were adopted effective January 1, 1997, to provide salary continuation benefits to Mr. Bartaldo and Mr. Gould, subject to certain terms and conditions as described below. Mr. Bartaldo, Mr. Gould, Mr. Schoenstein and Mr. Peterson are also entitled to severance pay benefits in accordance with the Severance Pay Policy adopted by the Bank on October 20, 1998 and amended on November 3, 1998. The Severance Pay Policy provides for severance pay to Bank employees upon termination in certain cases, subject to the terms and conditions set forth in the Severance Pay Policy. /5/ In 1998 Mr. Bartaldo and Mr. Gould began receiving a monthly car allowance of $350 and $300, respectively. /6/ Under the terms of the SAR agreement dated October 1, 1996, Mr. Bartaldo's and Mr. Gould's SAR units were 40% vested as of October 1, 1997 and 15% vested on October 1st thereafter until fully vested in the year 2001. In the event of a change of control in the ownership of the Company, the vesting of one-half of any remaining unvested portion of outstanding SARs is to be accelerated. /7/ Under the terms of the SAR agreement dated June 18, 1996, Mr. Schoenstein's 10,000 SAR units were 40% vested as of June 30, 1997 and 20% vested on June 30th thereafter until fully vested in the year 2000. In the event of a change of control in the ownership of the Company, the vesting of one-half of any remaining unvested portion of outstanding SARs is to be accelerated. /8/ Mr. Peterson's employment with the Bank started September 1, 1997. His 1997 bonus amount includes a $5,000 signing bonus. EXECUTIVE SALARY CONTINUATION PLAN The Board of Directors of the Bank approved a Salary Continuation Plan for executives of the Bank by which certain executives will receive deferred compensation in accordance with the terms and conditions of written agreements to be entered into under the Plan. A written agreement exists with John Brooks, former president of the Bank and agreements dated January 1, 1997 and amended September 8, 1998 exist with Frank Bartaldo and Anthony Gould. The Bank has purchased life insurance products in connection with the Salary Continuation Plan relating to these agreements. PROFIT SHARING PLAN The Bank instituted a capital accumulation and profit-sharing plan (the "Plan") for eligible employees of the Bank effective January 1, 1985 which was last amended December, 1994. The Plan is intended to provide benefits to the Bank's employees at retirement or upon death or disability. To be eligible for participation in the Plan, an employee must complete one half year of service and not be included in a collective bargaining unit. Benefits are provided through the Bank's discretionary profit-sharing contributions as well as from salary saving contributions ("401(k) contributions") made by the employee. 401(k) contributions are made with before- tax dollars thereby reducing the employee's taxable income. The Bank may contribute a matching amount equal to a percentage of the employee's 401(k) contribution up to a maximum of 5% of the employee's earnings determined prior to the 401(k) contribution. The amount of the Bank's matching contribution, if any, is determined each year by the Bank's Board of Directors; however, contributions by the Bank are not allowed until the Company has achieved certain predefined performance standards. The Bank is not required to make a matching contribution even if such performance standards are achieved. An employee's 401(k) contribution may be in an amount from 1% to 15% of the employee's earnings. If the employee contributes more than 5% of his earnings each year, no more than 5% will be matched by the Bank in the event the Bank determines it will make a discretionary contribution. The amount of the Bank's discretionary contribution, if any, is determined on a yearly basis. 65 Following two years of service, the Bank's contributions begin to vest, with 100% vesting occurring after four years of service. For the years ending December 31, 1998, 1997 and 1996, the Bank contributed $77,100, $74,000, and $72,000 respectively, to the Plan. STOCK OPTION PLAN The Company adopted a Qualified Stock Option Plan (the "1993 Plan") in 1993, which was approved by the shareholders at the 1993 Annual Meeting. The 1993 Plan provides for the issuance of incentive and non-incentive stock options to directors, key full-time employees and officers and consultants of the Company and the Bank. The 1993 Plan initially covered 231,431 shares of the Company's Common Stock, no par value, for which such options could be granted. On November 18, 1997, the Board of Directors of the Company adopted an amendment to the Stock Option Plan: (1) to increase the number of shares covered by the Plan from 231,431 to 750,000, subject to the limitation that outstanding options (plus other rights to receive stock pursuant to compensation plans) may not at any time exceed 30% of the Company's outstanding stock; (2) to provide that options may be exercised by the delivery of a note for the exercise price; and (3) to provide that if there is a change in control of the Company and, as a result, an option held by an officer, director or consultant will be terminated and that option has not fully vested, the vesting of the option will accelerate. The amendment was approved by the shareholders of the Company at the 1998 annual shareholders meeting. As of February 1, 1999 there are 78,108 shares subject to outstanding options under the Plan. The Plan provides that all options be granted at an exercise price of not less than 100% of fair market value on the date of grant in the case of incentive stock options or not less than 85% of fair market value on the date of grant in the case of other stock options. The Board of Directors of the Company may issue options which become vested in the future based upon achieving certain longevity requirements and/or performance standards. Within three months following termination of employment for any reason other than death or disability, an optionee (other than a director-optionee) may exercise his or her option to the extent such option was exercisable on the date of termination, subject to earlier termination by reason of expiration of the option. In the event of the death or disability of an optionee (other than a director- optionee), the option is exercisable for a period of six months after that event, which is also subject to earlier termination if the option expires. Director-optionees may exercise their options for a period of five years following retirement, death or disability, subject to earlier termination of the options. The following table sets forth the value realized by the exercise of options during 1998 and the value of outstanding stock options held by the executive officers named in the Summary Compensation Table at December 31, 1998, pursuant to the 1993 Plan. AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES Number of Value of Unexercised Unexercised Options In-The-Money-Options Shares Acquired Value Exercisable/ Exercisable/ Name On Exercise/1/ Realized/2/ Unexercisable/1/ Unexercisable/3/ - ---- -------------- ----------- ---------------- ---------------- Robert R. Haight 2,000 $41,500 8,608 / 0 $200,136 / $0 _______________________ 66 /1/ Number of shares. /2/ Value determined based on the difference between exercise price for shares and fair market value of shares on date of exercise. /3/ Value estimated based on fair market value of Common Stock at December 31, 1998 ($28.00 estimated bid price) less the exercise price of those options. On July 21, 1998 and October 20, 1998, 2,500 and 1,500 options were granted, respectively, to employees of the Bank. No options were granted to those officers listed in the Summary Compensation Table. SAR PLAN In 1996, the Board of Directors of Bay Area Bancshares adopted a Stock Appreciation Right Plan, by which full-time employees of the Company and the Bank may be awarded stock appreciation rights (SARs). An employee to whom a SAR is awarded may choose to exercise the SAR and receive the difference between the base price of the SAR (which is equal to the fair market value of the stock at the time the SAR is awarded) and the fair market value at the time the SAR is exercised. During 1997, each holder of a SAR right agreed to amend his SAR right to cap the appreciation for which he receives payment at $24.00 per share, as a condition to the award of options discussed above. The following table sets forth the aggregate value of SARs held by those officers named in the Summary Compensation Table. There were no SARs awarded in 1997 or 1998. AGGREGATE VALUE OF SARS AT FISCAL YEAR END Number of Value of Unexercised Unexercised SARs In-The-Money SARs Exercisable/ Exercisable/ Name Unexercisable/1/ Unexercisable/2/ - ---- ---------------- ---------------- Frank M. Bartaldo 11,000 / 9,000 $176,000 / $144,000 Anthony J. Gould 8,250 / 6,750 $132,000 / $108,000 Mark V. Schoenstein 6,000 / 4,000 $ 96,000 / $ 64,000 _____________________ /1/ Value determined based on the difference between exercise price for SARS and the capped stop value of the SARS at $24.00 per share. COMPENSATION OF DIRECTORS In 1998, non-officer directors of the Company received $250 per Company Board meeting. The Chairman of the Company's Board received an additional $100 per meeting. Each non-officer director received $700 per Bank Board meeting and the Chairman of the Bank's Board received an additional $250 per monthly meeting. Each non-officer director receives $175 per monthly committee meeting and also $550 per month for health insurance premiums. Total compensation for the six non-officer directors in 1998 was $108,700, which does not include the health insurance. Directors are also eligible to receive options and have received options under the 1993 Plan and the prior plan of the Company. In 1998, directors exercised options for 16,243 shares of stock, by which those directors realized approximately $267,000. In addition, a director exercised options for 5,000 shares on January 26, 1999 and realized approximately $136,250. As of 67 February 1, 1999 the directors of the Company have options exercisable for a total of 3,608 shares. The value of those exercisable options as of February 1, 1999 was approximately $123,000 which value is estimated based on fair market value of Common Stock at February 1, 1999 less the exercise price of those options. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. --------------------------------------------------------------- SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth information as of February 1, 1999, pertaining to beneficial ownership of the Company's Common Stock by current directors of the Company and the Bank and all directors and executive officers/1/ of the Company as a group. The information contained herein has been obtained from the Company's records and from information furnished directly by the individual or entity to the Company. The table should be read with the understanding that more than one person may be the beneficial owner or possess certain attributes of beneficial ownership with respect to the same securities. Therefore, careful attention should be given to the footnote references set forth in the column entitled "Amount Held and Nature of Holdings." In addition, shares issuable pursuant to options which may be exercised within 60 days of February 1, 1999 are deemed to be issued and outstanding and have been treated as outstanding in calculating the percentage ownership of those individuals possessing such interest, but not for any other individuals. Thus, the total number of shares considered to be outstanding for the purposes of this table may vary depending upon the individual's particular circumstance. AMOUNT AND NATURE OF NAME AND ADDRESS RELATIONSHIP BENEFICIAL PERCENT OF BENEFICIAL OWNER/2,/3/ WITH COMPANY OWNERSHIP/4/ OF CLASS - -------------------------- ------------ ------------ -------- Frank M. Bartaldo Director, President 31,430/5/ 3.08% And CEO of the Bank Gary S. Goss Director & Secretary 59,839/6/ 5.93% Robert R. Haight Chairman of the Board, 55,848/7/ 5.49% President and CEO Stanley A. Kangas Director 9,900/8/ .98% David J. Macdonald Director 36,173/9/ 3.58% Thorwald A. Madsen Director 26,497/10/ 2.63% Dennis W. Royer Director 7,977/11/ .79% Anthony J. Gould EVP/CFO 25,952/12/ 2.56% William A. Peterson SVP of the Bank 2,000/13/ 0.20% Mark V. Schoenstein SVP of the Bank 6,500/14/ 0.64% All directors, nominees and officers of the Company and Bank as a Group (10 in number) 262,116/15/ 25.03% ___________________ /1/ As used throughout this Form 10-K and unless indicated to the contrary, the terms "officer" and "executive officer" refer to the Company's Chairman of the Board of Directors, President and Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, and the Bank's President. 68 /2/ Includes shares beneficially owned, directly and indirectly, together with associates. Subject to applicable community property laws and shared voting or investment power with a spouse, the persons listed have sole voting and investment power with respect to such shares unless otherwise noted. /3/ The address for all persons is: 900 Veterans Boulevard, Redwood City, California 94063. /4/ Includes ownership of Common Stock, as well as shares of Common Stock which could be acquired through the exercise of options currently outstanding within 60 days of February 1, 1999. /5/ Includes 17,107 shares held by Frank and Kathy Bartaldo as joint tenants; and 2,323 shares in the name of Frank M. Bartaldo IRA; and vested options to acquire 12,000 shares of common stock. /6/ Includes 54,535 shares of Common Stock held in the name of The Gary Goss Trust; 1,029 shares held by Gary S. Goss as custodian; and 4,275 shares in the name of Gary S. Goss IRA. On December 27, 1991, the State Banking Dept. approved an application by Mr. Goss to acquire up to 24.99% of the Company's stock on the open market. /7/ Includes 50,000 shares of Common Stock held by Robert and Sherrill Haight as joint tenants; 1,600 shares held by Robert R. Haight IRA; 640 shares Sherrill Haight IRA; and options to acquire 3,608 shares of the Company's Common Stock. /8/ Includes 6,500 shares of Common Stock held by Stanley and Teresa A. Kangas as joint tenants; and, 3,400 shares held by the Stanley A. Kangas IRA. /9/ Includes 14,000 shares of Common Stock held by David and Pauline Macdonald as joint tenants; and 22,173 shares in the name of David J. Macdonald. /10/ Includes 26,475 shares of Common Stock held by Thorwald and Jonelle Madsen as Trustees of the Madsen Family Trust; and 22 shares of Common Stock held by Thorwald Madsen as custodian for his grandchild, a minor. /11/ Includes 5,000 shares of Common Stock held by Dennis and Christine Royer as joint tenants; and 1,977 shares of Common Stock held in the name of Dennis W. Royer Keogh. /12/ Includes 16,952 shares of Common Stock held in the name of Anthony J. Gould; and vested options to acquire 9,000 shares of the Company's common stock. /13/ Includes vested options in the name of William A. Peterson to acquire 2,000 shares of the Company's common stock. /14/ Includes vested options in the name of Mark V. Schoenstein to acquire 6,500 shares of the Company's common stock. /15/ Includes as if currently outstanding, 78,108 shares subject to stock options granted under the Company's 1993 Stock Option Plan. MAJOR SHAREHOLDERS The following sets forth information as of February 1, 1999, pertaining to beneficial ownership of the Company's Common Stock by persons, other than management, known to the Company to own 5% or more of the Company's common stock. This information was obtained through the Company's stock transfer agent and registrar. Name and Address Relationship Amount and Nature of Percent of Beneficial Owner With Company Beneficial Ownership/1/ of Class - ------------------- ------------ ----------------------- -------- Alan Miller, #4 Bridle Lane Director Emeritus 56,480/2/ 5.60% Woodside, CA of the Bank 69 The Banc Funds, Shareholder 65,986 6.54% 208 S. LaSalle, Chicago, IL _____________________ /1/ Includes shares beneficially owned, directly and indirectly, together with associates. Subject to applicable community property laws and shared voting or investment power with a spouse, the persons listed have sole voting and investment power with respect to such shares unless otherwise noted. /2/ Includes 8,472 shares of Common Stock held by Heart Construction Company, which is wholly owned by Alan B. Miller; and 48,008 shares solely owned by Alan B. Miller. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. In addition to its principal offices, the Company leases additional premises for its data processing, accounting and centralized operations departments in Redwood City. These premises are located in a building owned by Mr. Alan Miller, a major shareholder and Director Emeritus of the Company and the Bank. The lease covers total space of approximately 5,200 square feet. On May of 1991, the Company executed a three year lease with Mr. Alan Miller. This lease has been extended to March 31, 1999 with a three year option to renew. The current monthly cost under the lease (which includes an allocation and adjustments for certain operating expenses) is $4,750 per month, or $.91 per square foot. The monthly rent payment is subject to annual adjustment based on the cost of living index as published by the U.S. Department of Labor, Bureau of Labor Statistics. In addition to monthly rent payments, the Company is also responsible for operating expenses (i.e., taxes, utilities, insurance, landscaping, security) of the building based on the Company's proportionate share of the building's square footage (29%). This lease has been reviewed by management and the Board of Directors and found to be equitable and competitive with other leases within the immediate market area. INDEBTEDNESS OF MANAGEMENT The Company has made loans to certain of its and the Bank's directors and executive officers, which loans are secured by shares of common stock of the Company owned by the director or executive officer. All of the loans were made after the individual exercised a stock option. The following provides information with respect to all of such loans to persons who are currently directors or executive officers and whose loans exceeded $60,000. In July of 1997, the Company loaned $110,000 to Mr. David Macdonald, a director of the Company, which loan is secured by 11,000 shares of the Company's stock. The loan bears interest at the rate of 6% per year, and the largest amount outstanding during 1998 and the amount outstanding as of February 1, 1999 was $110,000. In September of 1997, the Company loaned $100,000 to Mr. Gary Goss, a director of the Company, which loan is secured by 11,000 shares of the Company's stock. The loan bears interest at the rate of 7.2% per year, and the largest amount outstanding during 1998 and the amount outstanding as of February 1, 1999 was $100,000. In November of 1997, the Company loaned $70,000 to Mr. Anthony Gould, an executive officer of the Company, which loan is secured by 5,800 shares of the Company's stock. The loan bears interest at the rate of 6% per year, and the largest amount outstanding during 1998 and the amount outstanding as of February 1, 1999 was $70,000. In November of 1997, the Company loaned $57,000 to Mr. Frank Bartaldo, President & CEO of the Bank, which loan is secured by 5,000 shares of the Company's stock. The loan bears 70 interest at the rate of 6% per year, and the largest amount outstanding during 1998 and the amount outstanding as of February 1, 1999 was $70,000. In September of 1998, the Company loaned $62,500 to Mr. Stanley Kangas, a director of the Company, which loan is secured by 5,000 shares of the Company's stock. The loan bears interest at the rate of 6% per year, and the largest amount outstanding during 1998 and the amount outstanding as of February 1, 1999 was $62,500. Some of the Company's directors and executive officers, as well as their immediate family and associates, are customers of, and have had banking transactions with the Bank in the ordinary course of the Bank's business and the Bank expects to have such ordinary banking transactions with these persons in the future. In the opinion of management of the Bank, all loans and commitments to lend included in such transactions were made in compliance with applicable laws, and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons of similar creditworthiness, and did not involve more than a normal risk of collectibility or present other unfavorable features. The aggregate amount the Bank can lend to directors and officers as a group is limited to 100% of the Bank's capital. Loans to individual directors and officers must comply with the Bank's respective lending policies and statutory lending limits, and prior approval of the Bank's Board of Directors is required for most of these loans. Total loans outstanding at December 31, 1998 to current directors and executive officers, and their associates was $838,000 or approximately 5.83% of the Bank's capital. 71 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (A) 1. FINANCIAL STATEMENTS. -------------------- REFERENCE PAGE --------- ---- Report of Independent Accountants: Pricewaterhouse Coopers L.L.P 46 Consolidated Financial Statements of Bay Area Bancshares and Subsidiaries: 43 Consolidated Balance Sheets as of December 31, 1998 and 1997: 44 Consolidated Statements of Income for the Years Ended December 31, 1998, 1997 and 1996: 43 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 1998, 1997, and 1996: 46 Consolidated Statements of Cash Flows for the Years Ended December 31, 1998, 1997, and 1996: 45 Notes to Consolidated Financial Statements: 47 2. FINANCIAL STATEMENT SCHEDULES. In accordance with the rules of ----------------------------- Regulation S-X, schedules are not submitted because (a) they are not applicable to or required of the Company, or (b) the information required to be set forth therein is included in the financial statements or footnotes thereto. 3. EXHIBITS. Management contracts and compensation plans are -------- identified with a number sign ("#"). EXHIBIT NUMBER ------ 2.1 Agreement and Plan of Reorganization By And Among Greater Bay Bancorp and Bay Area Bancshares dated January 26, 1999 3.1 Restated Articles of Incorporation of Company/1/ 3.2 Amendment to Restated Articles of Incorporation/2/ 3.3 Bylaws of Company, as amended/2/ 72 3.4 Amendment to Bylaws of Company/2/ 4.1 Certificate of Determination of Preferred Stock/4/ 10.3 Lease Entered Into By and Between Alan B. Miller and Bay Area Bank/5/ 10.4 # Employment Agreement Between John O. Brooks, Bay Area Bancshares and Bay Area Bank dated as of September 2, 1992/6/ 10.8 # 1993 Stock Option Plan/6/ 10.9 # Forms of Stock Option Agreements/6/ 10.11 #Director Emeritus Agreement Bay Area Bank and James E. Burney dated March 21, 1995/7/ 10.12 #Director Emeritus Agreement Bay Area Bank and Alan Miller dated May 16, 1995/7/ 10.13 Commercial Lease between Nine C Corporation dated June 30, 1995 for the Bank's primary facility/7/ 10.14 Commercial Lease between Nine C Corporation dated November 30, 1995 for the Bank's Mortgage Department/7/ 10.15 #Salary Continuation Agreement between John O. Brooks and Bay Area Bank dated January 1, 1995./8/ 10.16 #1996 Stock Appreciation Rights Plan and form of Agreement./8/ 10.17 #Amended No. 1 to the Bay Area Bancshares 1993 Stock Option Plan./9/ 10.18 #Form of Incentive Stock Option Agreement to be used after Amendment No. 1 (employees who are not directors)/9/ 10.19 #Form of Incentive Stock Option Agreement to be used after Amendment No. 1 (employees who are directors)/9/ 10.20 #Form of Stock Option Agreement to be used after Amendment No. 1 (non-employee directors or consultants)/9/ 10.21 #Retirement and Release Agreement between Bay Area Bank, Bay Area Bancshares and John O. Brooks, dated February 20, 1998 /10/ 10.22 #Director Emeritus Agreement Bay Area Bank and Mario Biagi dated July 15, 1997 10.23 #Salary Continuation Plan 10.24 #Severance Policy 22 The only significant subsidiary of the Company is Bay Area Bank-- 100%-owned 73 subsidiary incorporated in the State of California. Bay Area Bank owns 100% of Bay Counties Builders Escrow, Inc., an inactive California corporation. 23 Consent of Pricewaterhouse Coopers LLP 27 Financial Data Schedule ___________________ /1/ Filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988. /2/ Filed as Exhibit 3.2 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989. /3/ Filed as Exhibits 3.2, and 3.3, respectively, to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989. /4/ Filed as Exhibit 4.1, to the Company's Current Report on Form 8-K filed September 15, 1988. /5/ Filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991. /6/ Filed as Exhibits 10.4, 10.8 and 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. /7/ Filed as Exhibits 10.11, 10.12, 10.13 and 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. /8/ Filed as Exhibits 10.15 and 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. /9/ Filed as Exhibits 4.2, 4.3, 4.4 and 4.5 to the Company's Post Effective Amendment No. 1 to its Registration Statement on Form S-8, SEC File No. 33- 78242, filed on March 18, 1998. /10/ Filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. (b) Reports on Form 8-K. ------------------- No reports on Form 8-K were filed during the fourth quarter. Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act. Unless the proposed merger with Greater Bay Bancorp occurs first, the Registrant's proxy material for its 1999 Annual Meeting of Shareholders and its Annual Report to Shareholders covering Registrant's last fiscal year is to be furnished to security holders subsequent to the filing of this Annual Report on Form 10-K. The Registrant shall furnish copies of such material to the Commission when it is sent to security holders. 74 SIGNATURES Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DATE: February 16, 1999 BAY AREA BANCSHARES By /s/ Robert R. Haight ----------------------- Robert R. Haight, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) By /s/ Anthony J. Gould ----------------------- Anthony J. Gould, Chief Operating Officer and Chief Financial Officer (Chief Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE DATE: - --------- ----- /s/ Gary S. Goss February 16, 1999 - -------------------------------------------------------------- GARY S. GOSS, Director /s/ Robert R. Haight February 16, 1999 - -------------------------------------------------------------- ROBERT R. HAIGHT, Chairman of the Board of Directors, President and Chief Executive Officer /s/ Stanley A. Kangas February 16, 1999 - -------------------------------------------------------------- STANLEY A. KANGAS, Director /s/ David J. Macdonald February 16, 1999 - -------------------------------------------------------------- DAVID J. MACDONALD, Director /s/ Thorwald A. Madsen February 16, 1999 - -------------------------------------------------------------- THORWALD A. MADSEN, Director /s/ Dennis W. Royer February 16, 1999 - -------------------------------------------------------------- DENNIS W. ROYER, Director 75