SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1997
or
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from __________ to __________
Commission File Number: 0-13528
PACIFIC CAPITAL BANCORP
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(Exact Name of registrant as specified in its charter)
California 77-0003875
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
307 Main Street, Salinas, California 93901
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (408) 757-4900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
--------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ X ]
Aggregate market value of common stock held by nonaffiliates of Pacific Capital
Bancorp at March 1, 1998: $138,921,000 Number of shares of Common Stock
outstanding at March 1, 1998: 4,310,155
Documents Incorporated by Reference: Location in Form 10-K
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1997 Annual Report to Shareholders Part I, Items 1 and 2
Proxy Statement for 1998 Annual Part III, Items 10, 11, 12 and 13
Meeting of Shareholders
THIS REPORT INCLUDES A TOTAL OF 142 PAGES
EXHIBIT INDEX IS ON PAGE 70
TABLE OF CONTENTS
Page
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Form 10-K Annual Report Proxy
(1) Statement (2)
-------------------- ----------------- ----------------
Part I
Item 1 Business 1
Selected Statistical Information 4
Distribution of Average Assets,
Liabilities,
Shareholders' Equity;
Interest Rates and Interest Differential 5 27-29
Investment Portfolio 5 12-13, 35-36
Loan and Lease Portfolio 5 8, 14-15, 31-32
Summary of Loan Loss Experience 6 33
Deposits 6 10-11
Financial Ratios 6 2
Competition 6-7
Supervision and Regulation 8-9
Capital Standards 9-11 40-41
Item 2 Properties 12
Item 3 Legal Proceedings 13
Item 4 Submission of Matters to a Vote of
Securities Holders 13
Part II
Item 5 Market for Registrant's Common Stock and
Related Stockholder Matters 13 45
Item 6 Selected Financial Data 13 1
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of
Operations 13 22-45
Item 7a Quantitative and Qualitative Disclosures
About Market Risk 13-14
Item 8 Financial Statements and Supplementary Data 14 2-26
Item 9 Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure 14
Part III
Item 10 Directors and Executive Officers of the
Registrant 15 4-9
Item 11 Executive Compensation 15 9-13
Item 12 Security Ownership of Certain Beneficial
Owners and Management 15 4-5
Item 13 Certain Relationships and Related Transactions 15 15, 23 13
Part IV
Item 14 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 16 1-26
<FN>
(1) The 1997 Annual Report to Shareholders, portions of which are incorporated
by reference into this Form 10-K.
(2) The Proxy Statement dated for the Annual Meeting of Shareholders, portions
of which are incorporated by reference into this Form 10-K.
</FN>
ii
PART I
ITEM 1 BUSINESS
GENERAL
Pacific Capital Bancorp (the "Company") is a California bank holding
company headquartered in Salinas, California and incorporated on January 26,
1983. Its principal wholly-owned subsidiaries, First National Bank of Central
California (formerly First National Bank of Monterey County) ("First National")
commenced operations on April 2, 1984, and South Valley National Bank ("South
Valley") commenced operations on April 21, 1982.
On November 20, 1996, the Company acquired South Valley Bancorporation ("SVB")
and its banking subsidiary, South Valley, headquartered in Morgan Hill,
California. Each share of SVB common stock outstanding on November 20, 1996, was
converted into 0.92 shares of the Company's common stock. The consolidated
financial statements of the Company give effect to the merger, which has been
accounted for as a pooling-of-interests. Accordingly, the accounts of SVB have
been combined with those of the Company for all periods presented. First
National and South Valley are collectively referred to herein as the "Subsidiary
Banks."
First National is a full service commercial bank serving Monterey,
Salinas, Carmel, Watsonville, and surrounding areas in Monterey and Santa Cruz
Counties in California.
South Valley is a full service commercial bank serving Morgan Hill,
Gilroy, Hollister, San Juan Bautista, and surrounding areas in Santa Clara and
San Benito Counties in California.
The Company itself does not engage in any business activities other
than the ownership of the Subsidiary Banks and the ownership of one other
wholly-owned subsidiary, Pacific Capital Services Corporation, an inactive
subsidiary.
General Banking Services
The Subsidiary Banks provides a wide range of commercial banking
services to individuals, professionals, and small- and medium-sized businesses.
The services provided include those typically offered by commercial banks, such
as: checking, interest checking and savings accounts, travelers checks, safe
deposit boxes, collection services, night depository facilities and wire and
telephone transfers. In addition to the above deposit services, the Subsidiary
Banks also provide a full array of loan products including commercial, real
estate and consumer loans as well as a variety of government assisted loan
programs such as SBA or Rural Economic Community Development Service guaranteed
loans. Professional firms, individuals and businesses form the core of the
Subsidiary Banks customer and deposit bases.
1
The Subsidiary Banks maintain lobby hours between 9:00 a.m. and 5:00
p.m., Monday through Thursday and between 9:00 a.m. and 6:00 p.m. on Friday.
South Valley's Gilroy and Hollister offices are also open from 9:00 a.m. to
12:00 p.m. on Saturday. In addition to a broad range of retail products and
services, the Subsidiary Banks offer courier pick-up service, nationwide ATM
access available through the Star(R) system, Cirrus(R), Plus(R) Explore(R) and
Ca$h24(R), and point of sale transactions through Explore(R), Maestro(R) and
Discover/Novus(R), merchant bank card support with electronic ticket capture,
self directed IRA, discount brokerage services and consumer and business credit
cards. First National also offers offsite ATM access at the Prunetree Shopping
Center, Prunedale, California and at the Monterey Pennisula College, Monterey,
Calififornia. The Subsidiary Banks do not offer trust services.
Most of the Subsidiary Banks deposits are obtained from individuals,
professionals and small- and medium-sized businesses. As of December 31, 1997
the Subsidiary Banks had a total of 34,524 accounts representing 18,940 interest
bearing and non-interest bearing checking accounts with an average balance of
approximately $11,410 each; 11,434 savings and money market accounts with an
average balance of approximately $14,421 each; and 4,150 other time deposits
with an average balance of approximately $40,046 each. The Subsidiary Banks are
members of the Federal Deposit Insurance Corporation (the "FDIC") and the
deposits of each depositor of the Subsidiary Banks are insured up to $100,000.
The Subsidiary Banks engage in a full complement of lending activities,
including commercial, consumer/installment and short-term real estate loans,
with a particular emphasis on short- and medium-term commercial obligations.
Commercial lending activities are directed principally toward small- to
medium-sized businesses, such as professional firms, retail, light industry and
manufacturing to which the Subsidiary Banks make (a) loans for working capital,
(b) loans secured by receivable and inventory, (c) term loans for equipment; and
(d) real estate development loans. In addition to conventional commercial
lending, the Subsidiary Banks also offer an array of government assisted loan
products including SBA guaranteed loans, SBA 504 loans (primarily for commercial
real estate transactions), Rural Economic Community Development Services
guaranteed loans and loans guaranteed under the State of California guarantee
program. The Subsidiary Banks also work to meet the needs of the local
municipalities by providing lease financing for a wide variety of equipment
purchases including energy retrofit, fire trucks, police cars, portable
classrooms, etc. Consumer lending is oriented primarily to the needs of the
Subsidiary Banks customers, with an emphasis on automobile financing and real
estate loans. Real estate loans include home loans and equity advance loans.
In addition, the Subsidiary Banks offer construction loans, generally
for single-family residences and multi-unit projects. Real estate and
construction loans are typically secured by first deeds of trust and guarantees
from principals of the borrower. The economic viability of the project and the
borrower's credit worthiness are primary considerations in the loan underwriting
decision. The Subsidiary Banks use independent local appraisers, conservative
loan-to-value ratios and close monitoring of the projects during construction
phases, and in the absence of rapid declines in real estate values, ultimate
collectibilty of these secured loans is considered by the Subsidiary Banks
management to be better than the average mix of commercial loans. The Subsidiary
Banks do not make long-term fixed rate real estate loans and, therefore,
material sustained increases or decreases in general interest rate levels have
only a short-term effect on the Subsidiary Banks net yield on real estate loans.
2
The Subsidiary Banks concentrate their lending activities in the
following areas: real estate loans, commercial loans, consumer loans to
individuals, and other loans. As of December 31, 1997, these four categories
accounted for approximately 64.2%, 26.4%, 5.9%, and 3.5% respectively, of the
Company's loan portfolio. As of December 31, 1997, the Company had total loans
outstanding of $419,293,000. No material portion of the Subsidiary Bank's loan
portfolio is concentrated within a single industry or group of related
industries.
The interest rates charged for the various loans made by the Subsidiary
Banks vary with the degree of risk, size, and maturity of the loans involved and
are generally affected by competition, governmental regulation and by current
money market rates.
The Company's consolidated financial statements are prepared on the
accrual basis of accounting, including the recognition of interest income on the
loan portfolio. The Subsidiary Banks follow the policy of non-accrual of
interest on a loan when principal or interest is 90 days or more past due unless
the loan is well secured and in the process of collection. Interest income from
non-accrual loans is not accrued on the books, but rather is recorded only when
and if received. When a loan is placed on a non-accrual basis, any previously
accrued but unpaid interest is reversed and charged against current income
unless there is adequate collateral to assure recovery of the accrued interest.
Correspondent Banks
The Subsidiary Banks have correspondent relationships with Wells Fargo
Bank, N.A., Union Bank of California., Bank of America, N.T.& S.A., City
National Bank and the Federal Reserve Bank of San Francisco. These relationships
are a result of the Subsidiary Banks efforts to obtain a wide range of services
for the Subsidiary Banks and its customers and, as net sellers of federal funds
(overnight interbank loans), to minimize the risk of an undue concentration of
its resources with a few entities. The Subsidiary Banks do not currently serve,
nor do they have plans to serve, as a correspondent to other banks.
The correspondent banks perform the following services for the
Subsidiary Banks: arrange loan participations; purchase and sell federal funds;
obtain lines for letters of credit; buy and sell investment securities; safekeep
the Subsidiary Banks investment securities; send and receive foreign wire
transactions and data processing services.
Existing Locations
First National currently operates six branch offices: the Monterey
branch located at 495 Washington Street, Monterey; the Salinas branch located at
1001 South Main Street, Salinas; the Oldtown office located at 307 Main Street,
Salinas; the Carmel branch located in the Carmel Rancho Shopping Center, Carmel;
the Watsonville branch located at 655 Main Street, Watsonville: and the Soledad
branch located at 695 Front Street, Soledad. First National offers offsite
24-hour ATM services and night depository facilities at the Prunetree Shopping
Center located in Prunedale, and ATM services located at the Monterey Peninsula
College, Monterey, California. The Company's loan administration department is
located at 517 S. Main Street, Salinas. In addition to a banking office, the
Oldtown office
3
located at 307 Main Street, Salinas houses all of the Company's administrative
functions as well as the Data Processing/Operations department and a
Community/Board room.
South Valley currently operates four branch offices: the Morgan Hill
branch located at 500 Tennant Station in Morgan Hill; the Gilroy branch located
at 8000 Santa Teresa Boulevard, Gilroy; the Hollister branch located at 1730
Airline Highway, Hollister; and the San Juan Bautista branch located at 301
Third Street, San Juan Bautista.
As of December 31, 1997, the Company and the Subsidiary Banks employed
280 full-time equivalent employees.
Other Information Concerning the Company and the Subsidiary Banks
The Company and its Subsidiary Banks hold no material patents,
trademarks, licenses, franchises or concessions except for the written approvals
issued by the Office of the Comptroller of the Currency (the "OCC") for the
Subsidiary Banks' banking offices.
No material expenditures were made by the Company or its Subsidiary
Banks during the last three fiscal years on research and development activities
relating to the development of services or the improvement of existing services.
Based upon present business activities, compliance with federal, state
and local provisions regulating discharge of materials into the environment will
have no material effect upon the capital expenditures, earnings and competitive
position of the Company or its Subsidiary Banks.
Pacific Capital Services Corporation
PCSC, a wholly-owned inactive subsidiary of the Company, was
incorporated on April 22, 1985, to arrange and broker residential, commercial
and construction loans and other extensions of credit.
SELECTED STATISTICAL INFORMATION
Consolidated statistical information concerning the business of the
Company and the Subsidiary Banks is set forth in Management's Discussion and
Analysis of Financial Condition and Results of Operations ("Management's
Discussion and Analysis") on pages 22 through 45 the Company's Annual Report to
Shareholders for the fiscal year ended December 31, 1997, (the "Annual Report")
and in Notes 1-14 to the Consolidated Financial Statements on pages 1 through 21
of the Annual Report, which pages of the Annual Report are incorporated herein
by reference. This information should be read in conjunction with the
Consolidated Financial Statements and the Notes thereto included in the Annual
Report which have been incorporated herein by reference.
4
Distribution of Average Assets, Liabilities and Shareholders' Equity;
Interest Rates and Interest Differential
The Company's average consolidated balance sheet and an analysis of net
interest earnings for the years ended December 31, 1997, 1996 and 1995 is set
forth in Management's Discussion and Analysis on page 27 of the Annual Report.
A table setting forth the changes in interest income and interest
expense in 1997 and 1996 resulting from changes in volume and changes in rates
is set forth in Management's Discussion and Analysis on page 28 of the Annual
Report.
Investment Portfolio
The amortized cost and estimated fair values of each category of
investment securities at December 31, 1997, and 1996 and the maturities of
investment securities at December 31, 1997, are set forth in Note 5 of the Notes
to Consolidated Financial Statements on pages 12 and 13 of the Annual Report.
At December 31, 1997, investment securities from the following issuers
each totaled over ten percent (10%) of shareholder's equity of the Company:
Amortized Estimated
Cost Fair value
Available-for-sale securities:
U.S. Treasury and Agencies $ 87,591,000 $ 88,247,000
Agency Mortgage-Backed Securities $ 121,769,000 $ 123,095,000
Loan and Lease Portfolio
The composition of the loan and lease portfolio for the five years
ended at December 31, 1997, is set forth in Management's Discussion and Analysis
on page 32 of the Annual Report.
Maturities and sensitivity to changes in interest rates in the loan
and lease portfolio, including real estate-mortgage and consumer loans, as of
December 31, 1997, are summarized in Management's Discussion and Analysis on
page 33 of the Annual Report.
The composition of nonaccrual, past due and restructured loans and
leases for the five years ended December 31, 1997, and a discussion of the
Company's policy for placing loans on nonaccrual status is set forth in
Management's Discussion and Analysis on page 37 of the Annual Report.
5
Summary of Loan Loss Experience
An analysis of loan loss experience for the five years ended December
31, 1997 and a description of the factors which influenced management's judgment
in determining the amount of the additions to the allowance charged to operating
expenses in each fiscal period, as well as a discussion of the risk elements in
the loan portfolio, are set forth in Management's Discussion and Analysis on
page 35of the Annual Report.
Deposits
The average amount of and the average rate paid on major deposit
categories for the years ended December 31, 1997, 1996 and 1995 is set forth in
Management's Discussion and Analysis on page 39 of the Annual Report.
The maturity of time certificates of deposit of $100,000 or more and
other time deposits of $100,000 or more at December 31, 1997, is set forth in
Management's Discussion and Analysis on page 39 of the Annual Report.
Financial Ratios
Certain ratios of profitability, liquidity and capital for the years
ended December 31, 1997, and 1996 are summarized in the Selected Financial Data
on page 1 of the Annual Report.
COMPETITION
In California and in the Subsidiary Banks primary service areas, major
banks dominate the commercial banking industry. Among the advantages which these
banks have over the Subsidiary Banks are their ability to finance wide-ranging
advertising campaigns and to allocate their investment assets, including loans,
to regions of higher yield and demand. By virtue of their larger amounts of
capital, such institutions have substantially greater lending limits than the
Subsidiary Banks and perform certain functions, including trust services and
international banking, which are not offered directly by the Subsidiary Banks
but are offered indirectly through its correspondent institutions.
First National's primary service area consists of Monterey County and
Southern Santa Cruz County and encompasses the cities of Monterey, Carmel,
Pacific Grove, Seaside, Marina, Sand City, Del Rey Oaks, Salinas, Prunedale,
Watsonville, Soledad, Gonzales, Greenfield, King City, and the unincorporated
communities of Pebble Beach, Carmel Valley and North Monterey County. Based on
data as of the most recent practicable date, June 30, 1997, there were 99
financial institutions with $4,184.2 million in deposits serving this area.
First National's market share at June 30, 1997 was as follows 1:
6
First National
Total Deposits Deposits First National
Service Area (in thousands) (in thousands) Market Share
- --------------------------------------------------------------------------------------------------------------------------
Monterey $1,380,394 $140,859 10.2%
Salinas 1,446,156 167,983 11.6%
Carmel 522,268 58,848 11.3%
Watsonville 616,842 57,291 9.3%
Soledad 218,494 30,681 14.0%
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Total $4,184,154 $455,662 10.9%
==========================================================================================================================
South Valley's primary service area is Southern Santa Clara County
and San Benito County, which includes the cities of Morgan Hill, Gilroy,
Hollister and San Juan Bautista. Based upon data as of the most recent
practicable date, June 30, 1997, there were 29 financial institutions with
$1,062.2 million in deposits serving this area. South Valley's market share at
June 30, 1997 was as follows 1:
South Valley
Total Deposits Deposits South Valley
Service Area (in thousands) (in thousands) Market Share
- --------------------------------------------------------------------------------------------------------------------------
Morgan Hill $336,742 $69,757 20.7%
Gilroy 343,493 74,941 21.8%
Hollister 365,930 26,840 7.3%
San Juan Bautista 16,015 11,521 71.9%
==========================================================================================================================
Total $1,062,180 $183,059 17.2%
==========================================================================================================================
<FN>
1 Sheshunoff(TM)Information Services Branches of California and Hawaii, June 1997 Data.
</FN>
Other entities, both governmental and in private industry, seeking to
raise capital through the issuance and sale of debt securities, as well as other
depository institutions such as thrift and loan companies and credit unions,
also provide competition for the Subsidiary Banks in the acquisition of
deposits. The Subsidiary Banks also compete with money market funds and other
money market instruments which are not subject to interest rate ceilings.
From time to time, legislation is proposed or enacted which has the
effect of increasing the cost of doing business, limiting permissible activities
or affecting the competitive balance between banks and other financial
institutions. It is impossible to predict the competitive impact these and other
changes in legislation will have on commercial banking in general or on the
business of the Subsidiary Banks in particular.
7
SUPERVISION AND REGULATION
The Effect of Governmental Policy on Banking
The earnings and growth of the Company and the Subsidiary Banks are
affected not only by local market area factors and general economic conditions,
but also by government monetary and fiscal policies. For example, the Board of
Governors of the Federal Reserve System (the "FRB") influences the supply of
money through its open market operations in U.S. Government securities, and
adjustments to the discount rates applicable to borrowings by depository
institutions and others. Such actions influence the growth of loans, investments
and deposits and also effect interest rates charged on loans and paid on
deposits. The nature and impact of future changes in such policies on the
business and earnings of the Company and the Subsidiary Banks cannot be
predicted.
As a consequence of the extensive regulation of commercial banking
activities in the United States, the business of the Company is particularly
susceptible to federal and state legislation which may have the effect of
increasing or decreasing the cost of doing business, modifying permissible
activities, or enhancing the competitive position of other financial
institutions. Any change in applicable laws or regulations may have a material
adverse effect on the business and prospects of the Company.
Regulation and Supervision of Bank Holding Companies
The Company is a bank holding company subject to the Bank Holding
Company Act of 1956, as amended ("BHCA"). The Company reports to, registers
with, and may be examined by the FRB. The FRB also has the authority to examine
the Company's subsidiaries.
The FRB requires the Company to maintain certain levels of capital. See
"Capital Standards" herein. The FRB also has the authority to take enforcement
action against any bank holding company that commits any unsafe or unsound
practice, or violates certain laws, regulations, or conditions imposed in
writing by the FRB.
Under the BHCA, a company generally must obtain the prior approval of
the FRB before it exercises a controlling influence over, or acquires directly
or indirectly, more than 5% of the voting shares or substantially all of the
assets of any bank or bank holding company. Thus, the Company is required to
obtain the prior approval of the FRB before it acquires, merges or consolidates
with any bank or bank holding company. Any company seeking to acquire, merge or
consolidate with the Company also would be required to obtain the FRB's
approval.
The Company is generally prohibited under the BHCA from acquiring ownership or
control of more than 5% of the voting shares of any company that is not a bank
or bank holding company and from engaging directly or indirectly in activities
other than banking, managing banks, or providing services to affiliates of the
holding company. A bank holding company, with the approval of the FRB, may
engage, or acquire the voting shares of companies engaged, in activities that
the FRB has determined to be so closely related to banking or managing or
controlling banks as to be a proper incident thereto. A bank holding company
must demonstrate that the benefits to the public of the proposed activity will
outweigh the possible adverse effects associated with such activity.
8
Legislation is pending in Congress that would repeal the current
statutory restrictions on affiliations between commercial banks and securities
firms. Under the proposed legislation, bank holding companies would be allowed
to control both a commercial bank and a securities affiliate, which could engage
in the full range of investment banking activities, including corporate
underwriting. The likelihood of such legislative changes and the impact of such
changes might have on the Company and the Subsidiary Banks are impossible to
predict.
The FRB generally prohibits a bank holding company from declaring or
paying a cash dividend which would impose undue pressure on the capital of the
Subsidiary Banks or would be funded only through borrowing or other arrangements
that might adversely affect a bank holding company's financial position. The
FRB's policy is that a bank holding company should not continue its existing
rate of cash dividends on its common stock unless its net income is sufficient
to fully fund each dividend and its prospective rate of earnings retention
appears consistent with its capital needs, asset quality and overall financial
condition.
Transactions between the Company and the Subsidiary Banks and any
future subsidiaries are subject to a number of other restrictions. FRB policies
forbid the payment by bank subsidiaries of management fees which are
unreasonable in amount or exceed the fair market value of the services rendered
(or, if no market exists, actual costs plus a reasonable profit). Additionally,
a bank holding company and its subsidiaries are prohibited from engaging in
certain tie-in arrangements in connection with the extension of credit, sale or
lease of property, or furnishing of services. Subject to certain limitations,
depository institution subsidiaries of bank holding companies may extend credit
to, invest in the securities of, purchase assets from, or issue a guarantee,
acceptance, or letter of credit on behalf of, an affiliate, provided that the
aggregate of such transactions with affiliates may not exceed 10% of the capital
stock and surplus of the institution, and the aggregate of such transactions
with all affiliates may not exceed 20% of the capital stock and surplus of such
institution. The Company may only borrow from depository institution
subsidiaries if the loan is secured by marketable obligations with a value of a
designated amount in excess of the loan. Further, the Company may not sell a
low-quality asset to a depository institution subsidiary.
Bank Regulation and Supervision
As national banks, the Subsidiary Banks are regulated, supervised and
regularly examined by the OCC. Deposit accounts at the Subsidiary Banks are
insured by the Bank Insurance Fund ("BIF"), as administered by the FDIC, to the
maximum amount permitted by law. The Subsidiary Banks are also subject to
applicable provisions of California law, insofar as such provisions are not in
conflict with or preempted by federal banking law.
Capital Standards
The OCC and other federal banking agencies have risk-based capital
adequacy guidelines intended to provide a measure of capital adequacy that
reflects the degree of risk associated with a banking organization's operations
for both transactions reported on the balance sheet as assets and transactions,
such as letters of credit and recourse arrangements, which are reported as
off-balance sheet items. Under these guidelines, nominal dollar amounts of
assets and credit equivalent amounts of off balance sheet
9
items are multiplied by one of several risk adjustment percentages, which range
from 0% for assets with low credit risk, such as certain U.S. government
securities, to 100% for assets with relatively higher credit risk, such as
business loans.
A banking organization's risk-based capital ratios are obtained by
dividing its qualifying capital by its total risk adjusted assets and
off-balance sheet items. The federal banking agencies measure risk-adjusted
assets and off-balance sheet items against both total qualifying capital (the
sum of Tier 1 capital and limited amounts of Tier 2 capital) and Tier 1 capital.
Tier 1 capital consists of common stock, retained earnings, noncumulative
perpetual preferred stock and minority interests in certain subsidiaries, less
most other intangible assets. Tier 2 capital may consist of a limited amount of
the allowance for possible loan and lease losses and certain other instruments
with some characteristics of equity. The inclusion of elements of Tier 2 capital
are subject to certain other requirements and limitations of the federal banking
agencies. Since December 31, 1992, the federal banking agencies have required a
minimum ratio of qualifying total capital to risk-adjusted assets and
off-balance sheet items of 8%, and a minimum ratio of Tier 1 capital to
risk-adjusted assets and off-balance sheet items of 4%.
In addition to the risk-based guidelines, federal banking agencies
require banking organizations to maintain a minimum amount of Tier 1 capital to
total assets, referred to as the leverage ratio. For a banking organization
rated in the highest of the five categories used by regulators to rate banking
organizations, the minimum leverage ratio of Tier 1 capital to total assets is
3%. It is improbable, however, that an institution with a 3% leverage ratio
would receive the highest rating since a strong capital position is a
significant part of the rating. For all banking organizations not rated in the
highest category, the minimum leverage ratio is at least 100 to 200 basis points
above the 3% minimum. Thus, the effective minimum leverage ratio, for all
practical purposes, is at least 4% to 5%. In addition to these uniform
risk-based capital guidelines and leverage ratios that apply across the
industry, the federal banking agencies have the discretion to set individual
minimum capital requirements for specific institutions at rates significantly
above the minimum guidelines and ratios.
The following tables present the capital ratios for the Company and the
Subsidiary Banks as of December 31, 1997.
The Company South Valley First National
Amount Ratio Amount Ratio Amount Ratio
- ------------------------------- -------------- --------------- --------------- --------------- -------------- --------------
(000's) (000's) (000's)
Risk-Based Capital Ratio:
Tier 1 Capital $68,925 13.58% $17,592 11.71% $44,601 12.81%
Minimum Requirement 20,295 4.00% 6,009 4.00% 13,929 4.00%
Excess 48,630 9.58% 11,583 7.71% 30,672 8.81%
====== ===== ====== ===== ====== =====
Total Capital 73,191 14.43% 19,337 12.87% 47,116 13.53%
Minimum Requirement 40,589 8.00% 12,017 8.00% 27,858 8.00%
Excess 32,602 6.43% 7,320 4.87% 19,258 5.53%
====== ===== ===== ===== ====== =====
Risk-Adjusted Assets $507,363 $150,216 $348,220
10
The Company South Valley First National
Amount Ratio Amount Ratio Amount Ratio
- ----------------------------------- --------------- -------------- --------------- --------------- --------------- ---------------
(000's) (000's) (000's)
Leverage Ratio:
Tier 1 Capital $68,925 9.17% $17,592 8.03% $44,601 8.49%
Minimum Requirement 30,058 4.00% 8,767 4.00% 21,014 4.00%
Excess 38,867 5.17% 8,825 4.03% 23,587 4.49%
====== ===== ===== ===== ====== =====
Total Average Quarterly Assets $751,439 $219,168 $525,357
Restrictions on Dividends and Other Distributions
The power of the board of directors of an insured depository
institution to declare a cash dividend or other distribution with respect to
capital is subject to statutory and regulatory restrictions which limit the
amount available for such distribution depending upon the earnings, financial
condition and cash needs of the institution, as well as general business
conditions. Federal law prohibits insured depository institutions from paying
management fees to any controlling persons or, with certain limited exceptions,
making capital distributions, including dividends, if, after such transaction,
the institution would be undercapitalized.
The payment of dividends by a national bank is further restricted by
additional provisions of federal law, which prohibits a national bank from
declaring a dividend on its shares of common stock unless its surplus fund
exceeds the amount of its common capital (total outstanding common shares times
the par value per share). Additionally, if losses have at any time been
sustained equal to or exceeding a bank's undivided profits then on hand, no
dividend can be paid. Moreover, even if a bank's surplus exceeds its common
capital and its undivided profits exceed its losses, the approval of the OCC is
required for the payment of dividends if the total of all dividends declared by
a national bank in any calendar year would exceed the total of its net profits
of that year combined with its retained net profits of the two preceding years,
less any required transfers to surplus or a fund for the retirement of any
preferred stock. A national bank must consider other business factors in
determining the payment of dividends. The payment of dividends by the Bank is
governed by the Bank's ability to maintain minimum required capital levels and
an adequate allowance for loan losses. The federal banking agencies also have
the authority to prohibit a depository institution from engaging in business
practices, which are considered to be unsafe or unsound, possibly including
payments of dividends or other payments under certain circumstances even if such
payments are not expressly prohibited by statute.
The Company has paid a stock dividend every year since 1986 and cash
dividends were paid in 1993, 1994, 1995, 1996 and 1997.
11
Premiums for Deposit Insurance and Assessments for Examinations
As an insured depository institution, the Company is required to pay
premiums for FDIC deposit insurance. The FDIC has adopted a risk-based
assessment system for deposit insurance premiums. Under this system, depository
institutions were charged anywhere from 23 cents to 31 cents for every $100 in
insured deposits based on that institution's capital levels and supervisory
subgroup assignment.
In May 1995, the BIF achieved its target goal of bringing the ratio of
insurance fund reserves to $1.25 for each $100 of insured deposits. Based on
this reserve level, the FDIC in November 1995 reduced the range of insurance
assessment rates from $0.04 to $0.31 to $0 to $0.31 per $100 in insured
deposits. Due to these changes in assessment rates, the Company's FDIC
assessment expense decreased for 1995 by $316,000 or 94.6%. During 1996, a
special one-time assessment was paid by BIF-insured financial institutions to
the FDIC for the purpose of assisting in the recapitalization of the Savings
Association Insurance Fund (the "SAIF"). The SAIF is the insurance fund reserve
for savings institutions. In November 1996, the Subsidiary Banks paid $71,000
for this special assessment. During 1997, the FDIC assessment expense for the
Subsidiary Banks was $68,000.
Interstate Banking and Branching
The Riegle-Neal Interstate Banking and Branching Efficiency Act (the
"Act"), which was enacted in 1994, codifies the authority of banks to provide
specified interstate banking services on an agency basis to customers of
affiliate banks as of September 1995. Also, under the Act, as of September 1995,
bank holding companies may acquire banks in other states, subject to certain
deposit concentration limitations. Beginning June 1, 1997, and subject to
certain deposit concentration and other limitations, banks may merge with other
banks in states that do not "opt out" of the interstate legislation prior to
June 1, 1997. Interstate mergers may be conducted prior to June 1, 1997 in
states that specifically permit such mergers. In addition, prior to June 1,
1997, certain consolidations are possible using the "30-mile rule," which allows
national banks to relocate their headquarters up to 30 miles away, including
across state lines. Currently, several states have already "opted in" to the
interstate legislation. Effective October 2, 1996, California opted in early to
interstate branching by permitting other state's banks to acquire an entire
California bank by merger or purchase and thereby establish one or more
California branch offices, provided the acquired bank has been in existence at
least five years. The effect of these laws on the Company and the Subsidiary
Banks cannot be determined.
ITEM 2 PROPERTIES
On December 31, 1997, the Company had 11 offices, of which 4 were owned
and 7 were leased by the Company or its Subsidiary Banks. All of these offices
are considered by management to be well maintained and adequate for the purpose
intended. See page 23 of the Annual Report incorporated herein by reference for
further information on leases.
12
ITEM 3 LEGAL PROCEEDINGS
Neither the Company nor its Subsidiary Banks is a party to, nor is any
of their property the subject of, any material pending legal proceedings other
than ordinary routine litigation incidental to their respective businesses.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote by the Shareholders of the
Company's Common Stock during the fourth quarter of 1997.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
For information concerning the Company's common stock and related
security holder matters, see "Pacific Capital Bancorp Stock Activity" at Page 45
of the Annual Report, which is incorporated herein by reference. For information
regarding dividends, see "Restrictions on Dividends and other Distributions"
under Part I, Item 1 of this Form 10-K on page 13.
As of March 31, 1997, there were 1,874 holders of record of the
Company's common stock.
ITEM 6 SELECTED FINANCIAL DATA
For selected financial data concerning the Company, see "Selected
Financial Information and Comparative Per Share Data" at Page 1 of the Annual
Report, which is incorporated herein by reference.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
For management's discussion and analysis of financial condition and
results of operations, see "Management's Discussion and Analysis" at Pages 22
through 45 of the Annual Report, which pages of the Annual Report are
incorporated herein by reference.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's success is largely dependent upon its ability to manage
interest rate risk. Interest rate risk can be defined as the exposure of the
Company's net interest income to adverse movements in interest rates. Although
the Company manages other risks, as in credit and liquidity risk, in the normal
course of its business, management considers interest rate risk to be its most
significant market risk and could potentially have the largest material effect
on the Company's financial condition. The primary objective of the
asset/liability management process is to measure the effect of changing interest
rates on net interest income and market value and adjust the balance sheet (if
necessary) to minimize the inherent risk and maximize income. The Company's
exposure to market risk is reviewed on a regular basis by the
13
Asset/Liability Committee. Tools used by management include a modified GAP
report and an asset/liability simulation model. Management believes that the
Company's market risk and interest rate risk profiles are within reasonable
tolerances at this time.
A derivative financial instrument includes futures, forward contracts,
interest rate swaps, option contracts, and other financial instruments with
similar characteristics. The Company currently does not enter into futures,
forwards, swaps, or options. The Company is however, party to financial
instruments with off-balance sheet risk in the normal course of business to meet
the financing needs of its customers. These instruments include commitments to
extend credit and standby letters of credit. These instruments involve to
varying degrees, elements of credit and interest rate risk in excess of the
amount recognized in the consolidated statement of condition. Commitments to
extend credit are agreements to lend to a customer as long as there is no
violation of any condition established in the contract. Commitments generally
have fixed expiration dates and may require collateral from the borrower if
deemed necessary by the Company. Standby letters of credit are conditional
commitments issued by the Subsidiary Banks to guarantee the performance of a
customer to a third party up to a stipulated amount and with specified terms and
conditions. Commitments to extend credit and standby letters of credit are not
recorded on the Company's consolidated balance sheet until the instrument is
exercised.
The following table represents the change in the Company's Market Value
of Portfolio Equity (MVPE) at December 31, 1997 in the event of a sudden and
sustained change in interest rates as presented. MVPE is defined as the fair
value of assets less the fair value of liabilities on the Company's consolidated
balance sheet.
(Dollars in thousands) Market Value of
Change in interest rates Portfolio Equity $ Change % Change
- --------------------------------------------------------------------------------
200 Basis points rise $90,811 $755 0.84%
100 Basis points rise 90,434 378 0.42%
Base scenario 90,056 - 0.00%
100 Basis points decline 88,950 (1,107) (1.23%)
200 Basis points decline 87,873 (2,213) (2.46%)
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
For financial statements of the Company, see Pages 2 through 26 of the
Annual Report and the "Independent Auditors" Report thereon at Page 49 which
pages of the Annual Report are incorporated herein by reference.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
14
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information Concerning Directors and Executive Officers
For information concerning directors and executive officers of the
Company, see "ELECTION OF DIRECTORS OF THE COMPANY" in the definitive Proxy
Statement for the Company's 1997 Annual Meeting of Shareholders (the "Proxy
Statement"), which is incorporated herein by reference.
Compliance With Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and any persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. To the best knowledge of the Company, there are no persons who own
more than ten-percent of the Company's Common Stock.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, for the fiscal year ended
December 31, 1997, all filing requirements applicable to its officers and
directors have been satisfied.
ITEM 11 EXECUTIVE COMPENSATION
For information concerning executive compensation, see "EXECUTIVE
COMPENSATION" in the Proxy Statement, which is incorporated herein by reference.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
For information concerning security ownership of certain beneficial
owners and management, see "PRINCIPAL SHAREHOLDERS" and "ELECTION OF DIRECTORS
OF THE COMPANY" in the Proxy Statement, which is incorporated herein by
reference.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information concerning certain relationships and related
transactions, see "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" and
"INDEBTEDNESS OF MANAGEMENT" in the Proxy Statement, which is incorporated
herein by reference.
15
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements.
The consolidated financial statements of Pacific Capital Bancorp and
subsidiaries, other financial information and the Independent Auditors' Report
on Consolidated Financial Statements appearing at the indicated location in the
Annual Report are incorporated by reference into this report.
2. Financial Statement Schedules.
In accordance with Regulation S-X, the financial statement schedules
have been omitted because (a) they are not applicable to or required of the
Company; or (b) the information required is included in the consolidated
financial statements or notes thereto.
With the exception of such information in the 1997 Annual Report
incorporated herein by reference, the 1997 Annual Report is not deemed "filed"
as part of this report.
3. Exhibits.
See Index to Exhibits at pages 69 - 73 of this Form 10-K.
(b) Reports on Form 8-K.
None
16
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Consolidated Financial Statements
December 31, 1997, 1996, and 1995
(With Independent Auditors' Report Thereon)
17
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
SELECTED FINANCIAL INFORMATION AND
COMPARATIVE PER SHARE DATA
- -------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share amounts) 1997 1996 1995 1994 1993
- -------------------------------------------------------------------------------------------------------------------------
RESULTS OF OPERATIONS:
Interest income $ 53,215 $ 43,958 $ 38,678 $ 33,030 $ 29,346
Interest expense 17,385 13,319 10,971 8,074 7,763
Net interest income 35,830 30,639 27,707 24,956 21,583
Provision for possible loan losses 1,520 685 527 479 1,278
- -------------------------------------------------------------------------------------------------------------------------
Net interest income after provision
for possible loan losses 34,310 29,954 27,180 24,477 20,305
Other income 3,345 3,206 3,056 2,888 2,911
Other expense 20,884 22,727 19,352 17,345 16,445
Net gain (loss) on securities transactions 11 (46) (73) (17) 120
- -------------------------------------------------------------------------------------------------------------------------
Income before income taxes 16,782 10,387 10,811 10,003 6,891
Income taxes 6,635 4,348 4,200 3,778 2,426
- -------------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of
Accounting change 10,147 6,039 6,611 6,225 4,465
Cumulative effect of accounting change -- -- -- -- 549
- -------------------------------------------------------------------------------------------------------------------------
Net income $ 10,147 $ 6,039 $ 6,611 $ 6,225 $ 5,014
- -------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Income before cumulative effect of
Accounting change - diluted $ 2.28 $ 1.36 $ 1.50 $ 1.44 $ 1.03
Net income - diluted 2.28 1.36 1.50 1.44 1.15
Cash dividends 0.66 0.60 0.53 0.40 0.30
Book value 16.90 15.59 15.54 14.60 13.83
BALANCES AT YEAR END
Total assets 764,719 619,439 530,852 487,749 436,958
Total loans 419,293 388,728 300,895 290,352 265,903
Total deposits 683,398 547,182 465,508 427,870 382,475
Total shareholders' equity 72,558 63,646 60,533 55,002 50,039
AVERAGE DAILY BALANCES
Total assets 677,491 568,686 496,007 459,695 433,558
Total loans 411,546 332,421 290,265 277,263 259,131
Total deposits 604,953 501,833 431,975 404,047 382,183
Total shareholders' equity 68,353 63,106 58,183 52,719 48,205
PERFORMANCE AND CAPITAL RATIOS
Return on average assets 1.50% 1.06% 1.33% 1.35% 1.16%
Return on average shareholders' equity 14.84% 9.57% 11.36% 11.81% 10.40%
Average shareholders' equity to average assets 10.09% 11.10% 11.73% 11.47% 11.12%
- -------------------------------------------------------------------------------------------------------------------------
18
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
- ---------------------------------------------------------------------------------------------------
(In thousands, except share amounts) 1997 1996
- ---------------------------------------------------------------------------------------------------
Assets
Cash and due from banks $ 49,982 $ 48,126
Federal funds sold 26,405 14,910
Money market funds 2,132 13,209
- ---------------------------------------------------------------------------------------------------
Cash and cash equivalents 78,519 76,245
Investment securities:
Held-to-maturity, at amortized cost
(fair value of $7,347 and $9,741, respectively) 7,347 9,680
Available-for-sale, at fair value 220,984 116,528
- ---------------------------------------------------------------------------------------------------
Total investment securities 228,331 126,208
Loans available for sale 10,523 5,821
Loans, net of unearned income 419,293 388,728
Less allowance for possible loan losses 4,266 3,672
- ---------------------------------------------------------------------------------------------------
Net loans 415,027 385,056
Premises and equipment, net 15,331 15,300
Accrued interest receivable and other assets 16,988 10,809
- ---------------------------------------------------------------------------------------------------
Total assets $ 764,719 $ 619,439
===================================================================================================
Liabilities and Shareholders' Equity
Deposits:
Demand, noninterest bearing $ 174,649 $ 131,332
Demand, interest bearing 97,322 84,770
Savings and money market 173,151 164,890
Time certificates 238,276 166,190
- ---------------------------------------------------------------------------------------------------
Total deposits 683,398 547,182
Accrued interest payable and other liabilities 8,763 8,611
- ---------------------------------------------------------------------------------------------------
Total liabilities 692,161 555,793
- ---------------------------------------------------------------------------------------------------
Shareholders' equity:
Preferred stock; no par value, 20,000,000 shares authorized and unissued -- --
Common stock; no par value, 20,000,000 shares authorized: 4,294,403
and 4,083,363 shares issued and outstanding in 1997 and 1996,
respectively 58,434 49,388
Retained earnings 12,852 14,423
Net unrealized gain (loss) on available-for-sale securities 1,272 (165)
- ---------------------------------------------------------------------------------------------------
Total shareholders' equity 72,558 63,646
Commitments and contingencies -- --
- ---------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 764,719 $ 619,439
===================================================================================================
<FN>
See accompanying notes to consolidated financial statements.
</FN>
19
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31,
- --------------------------------------------------------------------------------------------------------------
(In thousands, except per share amounts) 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------
Interest income:
Interest and fees on loans $ 40,843 $ 33,845 $ 30,490
Interest on federal funds sold 2,482 1,806 1,870
Interest on investment securities:
Taxable 9,239 7,557 5,415
Non-taxable 651 750 903
- --------------------------------------------------------------------------------------------------------------
Total interest income 53,215 43,958 38,678
- --------------------------------------------------------------------------------------------------------------
Interest expense:
Interest on deposits 17,356 13,292 10,922
Other interest expense 29 27 49
- --------------------------------------------------------------------------------------------------------------
Total interest expense 17,385 13,319 10,971
- --------------------------------------------------------------------------------------------------------------
Net interest income 35,830 30,639 27,707
Provision for possible loan losses 1,520 685 527
- --------------------------------------------------------------------------------------------------------------
Net interest income after provision for possible loan losses 34,310 29,954 27,180
- --------------------------------------------------------------------------------------------------------------
Other income:
Service charges 2,619 2,432 2,399
Gain on sale of loans 22 27 91
Net gains (losses) on securities transactions 11 (46) (73)
Other 704 747 566
- --------------------------------------------------------------------------------------------------------------
Total other income 3,356 3,160 2,983
- --------------------------------------------------------------------------------------------------------------
Other expenses:
Salaries and benefits 11,315 11,864 9,989
Occupancy 2,326 2,111 1,959
Equipment 1,755 2,577 1,943
Advertising and promotion 864 710 659
Stationery and supplies 767 563 508
Legal and professional fees 1,185 1,946 823
Regulatory assessments 222 147 572
Other 2,450 2,809 2,899
- --------------------------------------------------------------------------------------------------------------
Total other expenses 20,884 22,727 19,352
- --------------------------------------------------------------------------------------------------------------
Income before income taxes 16,782 10,387 10,811
Income taxes 6,635 4,348 4,200
- --------------------------------------------------------------------------------------------------------------
Net income $ 10,147 $ 6,039 $ 6,611
==============================================================================================================
Earnings per share $ 2.36 $ 1.41 $ 1.55
==============================================================================================================
Diluted earnings per share $ 2.28 $ 1.36 $ 1.50
==============================================================================================================
Weighted average shares outstanding 4,297,832 4,297,017 4,271,445
Dilutive effect of stock options 149,456 154,581 130,467
- --------------------------------------------------------------------------------------------------------------
Total weighted average diluted shares outstanding 4,447,288 4,451,598 4,401,912
==============================================================================================================
<FN>
See accompanying notes to consolidated financial statements
</FN>
20
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
- ---------------------------------------------------------------------------------------------------------
December 31, 1997, 1996, and 1995
- ---------------------------------------------------------------------------------------------------------
Net unrealized
gain (loss) on Total
Common Stock Retained available-for- shareholders'
(In thousands, except share amounts) Shares Amount earnings sale securities Equity
- ---------------------------------------------------------------------------------------------------------
Balances, December 31, 1994 3,767,702 $ 41,182 $ 14,026 $ (206) $ 55,002
Net income for the year -- -- 6,611 -- 6,611
Purchase and retirement of shares (5,606) (111) -- -- (111)
Exercise of stock options 9,590 158 -- -- 158
5% stock dividend, including
payment of fractional shares 123,338 3,132 (3,147) -- (15)
Cash dividends declared -- -- (1,684) -- (1,684)
Net unrealized gain on
available-for-sale securities -- -- -- 572 572
- ---------------------------------------------------------------------------------------------------------
Balances, December 31, 1995 3,895,024 44,361 15,806 366 60,533
Net income for the year -- -- 6,039 -- 6,039
Purchase and retirement of shares (23,646) (605) -- (605)
- ---------------------------------------------------------------------------------------------------------
Exercise of stock options 17,981 295 -- -- 295
5% stock dividend, including
payment of fractional shares 194,455 5,348 (5,372) -- (24)
Cash dividends declared -- -- (2,050) -- (2,050)
Repurchase of dissenter shares (451) (11) -- -- (11)
Net unrealized loss on
available-for-sale securities -- -- (531) (531)
- ---------------------------------------------------------------------------------------------------------
Balances, December 31, 1996 4,083,363 49,388 14,423 (165) 63,646
Net income for the year -- -- 10,147 -- 10,147
Purchase and retirement of shares (10,000) (410) -- -- (410)
Exercise of stock options 17,436 456 -- -- 456
5% stock dividend, including
Payment of fractional shares 203,404 9,000 (9,040) -- (40)
Cash dividend declared -- -- (2,678) -- (2,678)
Net unrealized gain on
available-for-sale securities -- -- -- 1,437 1,437
- ---------------------------------------------------------------------------------------------------------
Balances, December 31, 1997 4,294,203 $ 58,434 $ 12,852 $ 1,272 $ 72,558
=========================================================================================================
<FN>
See accompanying notes to consolidated financial statements
</FN>
21
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31,
- ---------------------------------------------------------------------------------------------------------------------
(In thousands) 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 10,147 $ 6,039 $ 6,611
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,478 1,074 1,260
Provision for possible loan losses 1,520 685 527
(Gain) loss on investment securities transactions (11) 46 73
Net originations of loans available for sale (4,702) (1,945) (2,891)
Proceeds from sale of loans -- -- 924
Gain on sale of loans (22) (27) (91)
Deferral of loan origination fees 150 (64) 40
Change in accrued interest receivable and other assets (4,742) (118) (837)
Change in accrued interest payable and other liabilities 185 3,813 93
- ---------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 4,003 9,503 5,709
- ---------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Net change in loans (31,858) (88,839) (11,003)
Recoveries on loans 217 347 264
Maturities of investment securities 27,146 20,445 40,818
Purchases of investment securities (129,269) (82,606) (95,070)
Proceeds from sale of available-for-sale securities -- 61,735 42,089
Capital expenditures, net (1,509) (2,867) (1,536)
- ---------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (135,273) (91,785) (24,438)
- ---------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net increase in deposits 111,522 81,677 21,471
Cash received in connection with branch acquisition 24,694 -- 16,167
Cash paid for retirement of stock (410) (605) (111)
Proceeds from exercise of stock options 456 295 158
Cash paid in lieu of fractional shares (40) (24) (15)
Cash paid for dividends (2,678) (2,050) (1,684)
- ---------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 133,544 79,293 35,986
- ---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 2,274 (2,989) 17,257
Cash and cash equivalents at beginning of year 76,245 79,234 61,977
- ---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 78,519 $ 76,245 $ 79,234
=====================================================================================================================
Supplemental disclosures of cash flow information:
Cash paid during the period:
Interest $ 18,188 $ 14,379 $ 11,827
Income taxes 6,040 4,834 4,107
=====================================================================================================================
Noncash investing and financing activities:
Transfer from retained earnings to common stock due to
Stock dividends $ 9,000 $ 5,348 $ 3,132
Transfer of securities from held-to-maturity
to available-for-sale -- -- 38,660
Transfer from loans to other real estate owned -- 352 1,940
=====================================================================================================================
<FN>
See accompanying notes to consolidated financial statements
</FN>
22
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1997
(1) Summary of Significant Accounting Policies
The accounting policies of Pacific Capital Bancorp and subsidiaries
(the Company) are in accordance with generally accepted accounting
principles and conform to general practices within the banking
industry.
The Company - Pacific Capital Bancorp is a California corporation and a
multi-bank holding company, which was incorporated on January 26, 1983.
The Company's subsidiaries, First National Bank of Central California
(First National), and South Valley National Bank (South Valley),
collectively (Subsidiary Banks), commenced operations in 1984 and 1983,
respectively. First National is a full service commercial bank serving
Monterey, Salinas, Carmel, Watsonville, Prunedale and surrounding areas
in Monterey and Santa Cruz Counties. South Valley is a full service
commercial bank serving Morgan Hill, Gilroy, Hollister, San Juan
Bautista and surrounding areas in Santa Clara and San Benito Counties.
Consolidation - The accompanying consolidated financial statements
include the effect of the fourth quarter 1996 acquisition of South
Valley Bancorporation which was accounted for as a
pooling-of-interests. These financial statements include the accounts
of Pacific Capital Bancorp and its subsidiaries, First National Bank of
Central California and South Valley National Bank. Accordingly, the
financial information included in the consolidated financial statements
and notes thereto, present the combined results of operations of
Pacific Capital Bancorp and South Valley Bancorporation as if the
merger had been in effect for all periods presented. All significant
intercompany balances and transactions have been eliminated.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and Cash Equivalents - Cash and cash equivalents as reported in
the consolidated statements of cash flows includes cash on hand, cash
balances due from banks, federal
23
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
funds sold, and money market mutual funds. The cash equivalents are
readily convertible to known cash within 90 days.
Investment Securities - The Company has classified its securities for
which it has the positive intent and ability to hold to maturity as
held-to-maturity securities. Such securities are reported at amortized
cost. The Company has classified certain securities for which it does
not have the intent to hold to maturity and which are not held
principally for the purpose of selling them in the near term as
available-for-sale securities. Such securities are reported at fair
value, with unrealized gains and losses, net of income taxes, reported
in a separate component of shareholders' equity. The Company does not
engage in trading activities.
Amortization of premiums and accretion of discounts arising at
acquisition of investment securities are included in income using
methods that approximate the level yield method. Gains or losses on the
sale of securities are determined based on the specific identification
method.
In November 1995, the Financial Accounting Standards Board (FASB)
issued a special report, A Guide to Implementation of Statement No.
115, on Accounting for Certain Investments in Debt and Equity
Securities Questions and Answers, (the Special Report). The Special
Report allowed companies to reassess the appropriateness of the
classifications of all securities held and account for any resulting
reclassifications at fair value. Reclassifications from this one-time
reassessment will not call into question the intent of an enterprise to
hold other debt securities to maturity in the future, provided that
reclassification was performed by December 31, 1995. The Company
adopted the reclassification provision in the Special Report during
1995 and transferred $38,660,000 of held-to-maturity securities into
available-for-sale.
Loans - Loans are stated at the principal amount outstanding. Interest
on loans is credited to income on a simple interest basis. Loan
origination fees and direct origination costs are deferred and
amortized to income by a method approximating the level yield interest
method over the estimated lives of the underlying loans. Loans
contractually past due over 90 days or considered impaired are placed
on nonaccrual status, unless they are well-secured by underlying
collateral and are in the process of collection. When a loan is placed
on nonaccrual status, the accrued interest is reversed against interest
income and the loan is accounted for on the cash or cost recovery
method thereafter until qualifying for return to accrual status.
Generally, a loan will be returned to accrual status when all
delinquent principal and interest become current in accordance with the
terms of the loan agreement and full collection of the principal
appears probable.
24
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The allowance for possible loan losses is a valuation allowance that is
maintained at a level estimated to be adequate to provide for future
loan losses through charges to current operating expense. The allowance
is based upon a continuing review of loans by management which includes
consideration of changes in the character of the loan portfolio,
current and anticipated economic conditions, past lending experience,
loan loss experience, and such other factors which, in management's
judgment, deserve recognition in estimating potential loan losses. In
addition, regulatory agencies, as an integral part of their examination
process, periodically review the Company's allowance for possible loan
losses. Such agencies may require the Company to recognize additions to
the allowance based on their judgment of information available to them
at the time of their examination.
Loans Available for Sale - The Subsidiary Banks originate loans that
are guaranteed in part by the Small Business Administration (SBA). The
guaranteed portion of such loans may be sold without recourse. The
Subsidiary Banks retain the servicing and credit risk in the remaining
unguaranteed portion. Loans available for sale are valued at lower of
cost or estimated market value and are comprised of the portion of
loans originated for sale, which are guaranteed by the SBA. When
participating interests in loans are sold without recourse, gains are
recognized at the time of the sale which are equal to the premium
received less estimated future loan servicing costs and profits. Any
discounts related to loan interests retained are amortized using
methods that approximate the level yield interest method over the
remaining life of the loan.
In 1997, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 125, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. This statement
provides accounting and reporting standards for transfers and servicing
of financial assets and extinguishments of liabilities based on
consistent application of a financial-components approach that focuses
on control. It distinguishes transfers of financial assets that are
sales from transfers that are secured borrowings. Under this approach,
after a transfer of financial assets, an entity recognizes all
financial and servicing assets it controls and liabilities it has
incurred and derecognizes financial assets it no longer controls and
liabilities that have been extinguished. Upon adoption, there was not a
material impact to the Company's consolidated financial statements.
Premises and Equipment - Premises and equipment are stated at cost,
less accumulated depreciation and amortization. Depreciation and
amortization are charged to expense over the estimated useful lives of
the assets or the lease term on a straight-line basis as follows:
25
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
Buildings 40 years
Furniture and equipment 2-5 years
Leasehold improvements 5 years
Property under capital lease 5 years
- --------------------------------------------------------------------------------
Other Real Estate Owned - Real estate and other assets acquired in
satisfaction of indebtedness are recorded at the lower of the recorded
loan amount or the estimated fair market value net of anticipated
selling costs, and any difference between this and the loan amount is
treated as a loan loss. Costs of maintaining other real estate owned,
subsequent declines in fair value, if any, and gains or losses on sale
are reflected in current earnings.
Income Taxes - Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. To the extent that current available
evidence about the future raises doubt about the realization of a
deferred tax asset, a valuation allowance is established to reduce that
deferred tax asset if it is more likely than not that the related tax
benefits will not be realized. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in
the years which those differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the
enactment date.
Net Income Per Share - In February 1997, the FASB issued SFAS No. 128,
Earnings Per Share. SFAS No. 128 supersedes APB Opinion No. 15 Earnings
Per Share, and specifies the computation, presentation, and disclosure
requirements for earnings per share (EPS) for entities with publicly
held common stock or potential common stock. SFAS No. 128 replaces
Primary EPS and Fully Diluted EPS with Basic EPS and Diluted EPS,
respectively. Upon adoption, it also requires dual presentation of
Basic EPS and Diluted EPS on the face of the Statement of Income for
all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the Basic EPS
computation to the numerator of the Diluted EPS computation.
Basic EPS is computed by dividing net income by the weighted average
number of shares of common stock outstanding during the year. Diluted
earnings per share is computed by dividing net income by the weighted
average number of shares of common stock outstanding during the year
plus shares issuable assuming exercise of all employee stock options,
except where antidilutive. Weighted average shares outstanding and all
per share
26
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
amounts included in the accompanying consolidated financial statements
and notes thereto have given effect to all stock dividends.
In February 1997, the FASB issued SFAS No. 129, Disclosures of
Information about Capital Structure which establishes standards for
disclosing information about an entity's capital structure for those
entities deemed to have complex capital structures. This statement did
not have a material impact on the Company's consolidated financial
statements.
Dividends - In 1997 the Company paid four cash dividends of $0.165 per
share to shareholders of record on March 14, June 16, September 15, and
November 17, payable on March 31, June 30, September 30, and December
1, 1997, respectively. The Company also paid a five percent (5%) stock
dividend payable to shareholders of record as of December 1, 1997.
Recent Accounting Pronouncements - In June 1997, the FASB issued SFAS
No. 130, Reporting of Comprehensive Income. This statement establishes
standards for reporting and displaying comprehensive income and its
components in the consolidated financial statements. It does not,
however, require a specific format for the statement, but requires the
Company to display an amount representing total comprehensive income
for the period in that financial statement. The Company will adopt the
statement in 1998 but has not decided as to the presentation format.
In June 1997, the FASB issued SFAS No. 131, Disclosures about Segments
of an Enterprise and Related Information. The Statement establishes
standards for the way the public business enterprises are to report
information about operating segments in annual financial statements and
requires those enterprises to report selected information about
operating segments in interim financial reports issued to shareholders.
This statement is effective for fiscal years beginning after December
15, 1997.
(2) Merger
On November 20, 1996, the Company acquired South Valley Bancorporation
(SVB) and its banking subsidiary, South Valley National Bank,
headquartered in Morgan Hill, California. The consolidated financial
statements of the Company give effect to the merger, which has been
accounted for as a pooling-of-interests. Accordingly, the accounts of
SVB have been combined with those of the Company for all prior periods
presented.
27
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(3) Cash and Due from Banks
Cash and due from banks includes approximately $3,845,000 and
$5,659,000 as of December 31, 1997 and 1996, respectively, held by the
Federal Reserve Bank of San Francisco to meet required reserve
balances.
(4) Quarterly Income Statement
The consolidated statements of income for 1997 and 1996 by quarter is
as follows:
(Unaudited) 1997
- -----------------------------------------------------------------------------------------------------------------
(In thousands, except per share amounts) 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter
- -----------------------------------------------------------------------------------------------------------------
Interest income $14,547 $13,633 $13,049 $11,986
Interest expense 4,867 4,513 4,143 3,862
- -----------------------------------------------------------------------------------------------------------------
Net interest income 9,680 9,120 8,906 8,124
Provision for possible loan losses 610 340 285 285
- -----------------------------------------------------------------------------------------------------------------
Net interest income after provision
for possible loan losses 9,070 8,780 8,621 7,839
Other income 939 813 799 805
Other expense 5,927 5,033 4,964 4,960
- -----------------------------------------------------------------------------------------------------------------
Earnings before income taxes 4,082 4,560 4,456 3,684
Income taxes 1,607 1,811 1,775 1,442
- -----------------------------------------------------------------------------------------------------------------
Net income $ 2,475 $ 2,749 $ 2,681 $ 2,242
=================================================================================================================
Net income per share - basic $ 0.58 $ 0.64 $ 0.62 $ 0.52
=================================================================================================================
Net income per share - diluted $ 0.55 $ 0.62 $ 0.60 $ 0.50
=================================================================================================================
(Unaudited) 1996
- -----------------------------------------------------------------------------------------------------------------
(In thousands, except per share amounts) 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter
- -----------------------------------------------------------------------------------------------------------------
Interest income $11,843 $11,201 $10,626 $10,288
Interest expense 3,654 3,406 3,158 3,101
- -----------------------------------------------------------------------------------------------------------------
Net interest income 8,189 7,795 7,468 7,187
Provision for loan loss 500 6 74 105
- -----------------------------------------------------------------------------------------------------------------
Net interest income after provision
for possible loan losses 7,689 7,789 7,394 7,082
Other income 781 780 817 782
Other expense 7,270 5,584 4,962 4,911
- -----------------------------------------------------------------------------------------------------------------
Earnings before income taxes 1,200 2,985 3,249 2,953
Income taxes 733 1,207 1,256 1,152
- -----------------------------------------------------------------------------------------------------------------
Net income $ 467 $ 1,778 $ 1,993 $ 1,801
=================================================================================================================
Net income per share - basic $ 0.11 $ 0.41 $ 0.46 $ 0.42
=================================================================================================================
Net income per share - diluted $ 0.10 $ 0.39 $ 0.45 $ 0.41
=================================================================================================================
28
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(5) Investment Securities
The amortized cost and estimated fair values of investment securities
as of December 31 are as follows:
- ----------------------------------------------------------------------------------------------------------------
Estimated
Amortized Unrealized Unrealized fair
(In thousands) cost gain loss value
- ----------------------------------------------------------------------------------------------------------------
1997
- ----------------------------------------------------------------------------------------------------------------
Available-for-sale securities:
U.S. Treasury and agency $ 87,591 $ 698 $ 42 $ 88,247
State and municipal 9,529 115 2 9,642
Mortgage-backed securities 121,769 1,363 37 123,095
- ----------------------------------------------------------------------------------------------------------------
$218,889 $ 2,176 $ 81 $220,984
================================================================================================================
Held-to-maturity securities:
State and municipal $ 4,985 $ 32 $ 70 $ 4,947
Mortgage-backed securities
And other 2,362 43 5 2,400
- ----------------------------------------------------------------------------------------------------------------
$ 7,347 $ 75 $ 75 $ 7,347
================================================================================================================
1996
- ----------------------------------------------------------------------------------------------------------------
Available-for-sale securities:
U.S. Treasury and agency $ 64,109 $ 159 $ 187 $ 64,081
State and municipal 7,233 59 21 7,271
Mortgage-backed securities 45,470 9 303 45,176
- ----------------------------------------------------------------------------------------------------------------
$116,812 $ 227 $ 511 $116,528
================================================================================================================
Held-to-maturity securities:
State and municipal $ 6,449 $ 55 $ 42 $ 6,462
Mortgage-backed securities
and other 3,231 59 11 3,279
- ----------------------------------------------------------------------------------------------------------------
$ 9,680 $ 114 $ 53 $ 9,741
================================================================================================================
29
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The amortized cost and estimated fair values of investment securities
as of December 31, 1997, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties.
Available-for-sale Held-to-maturity
securities securities
---------- ----------
Estimated Estimated
Amortized fair Amortized fair
(In thousands) cost value cost value
- -----------------------------------------------------------------------------------------------------------------
Due within one year $ 18,847 $ 18,869 $1,733 $1,736
Due after one through five years 75,983 76,691 2,793 2,828
Due after five through ten years 17,323 18,284 529 529
Due after ten years 106,736 107,140 1,632 1,594
- -----------------------------------------------------------------------------------------------------------------
218,889 220,984 6,687 6,687
Federal Reserve Bank Stock - - 660 660
- -----------------------------------------------------------------------------------------------------------------
$218,889 $220,984 $7,347 $7,347
=================================================================================================================
As of December 31, 1997 and 1996, securities with carrying values of
approximately $34,660,000 and $26,638,000, respectively, were pledged as
collateral for such items as deposits of public funds, Federal Reserve Bank
borrowings, bankruptcy court accounts, and U.S. Treasury, tax, and loan
deposits.
30
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(6) Loans
A summary of loans as of December 31 is as follows:
- --------------------------------------------------------------------------------
(In thousands) 1997 1996
- --------------------------------------------------------------------------------
Commercial $110,595 $113,428
Consumer 24,677 22,509
Real estate - mortgage 227,367 195,417
Real estate - construction 41,863 38,014
Other 15,595 20,349
- --------------------------------------------------------------------------------
420,097 389,717
Less deferred loan fees 804 989
- --------------------------------------------------------------------------------
$419,293 $388,728
================================================================================
The following is an analysis of the allowance for possible loan losses
for the years ended December 31:
- --------------------------------------------------------------------------------
(In thousands) 1997 1996 1995
- --------------------------------------------------------------------------------
Balance, beginning of year $3,672 $3,710 $3,769
Provision charged to expense 1,520 685 527
Loans charged off (1,143) (1,070) (850)
Recoveries on loans previously
charged off 217 347 264
- --------------------------------------------------------------------------------
Balance, end of year $4,266 $3,672 $3,710
================================================================================
Loans for which interest is no longer being accrued totaled $2,150,000,
$1,564,000, and $2,481,000 as of December 31, 1997, 1996, and 1995,
respectively. Interest that would have been recognized on nonaccrual
loans was $125,000, $149,000, and $379,000 during 1997, 1996, and 1995,
respectively.
The recorded investment in impaired loans was $2,150,000 and $1,564,000
at December 31, 1997 and 1996, respectively. The average balance of
impaired loans during 1997 and 1996 was $1,891,000 and $2,126,000. The
Company did not recognize any interest income on impaired loans during
1997 and 1996.
31
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The Subsidiary Banks operate in a geographic region comprising
Monterey, San Benito, Santa Clara, and Santa Cruz Counties. The Bank's
credit risk is therefore dependent in part to the economic condition of
this region. Loans are made on the basis of a secure repayment source,
namely the cash flows generated by the borrowing entity, collateral is
generally a secondary source for loan qualification. It is the Bank's
policy to maintain the loan to value ratio on secured loans below 75%.
Management believes this practice tends to mitigate risks caused by the
local economy.
The Subsidiary Banks make loans to executive officers, directors, and
their affiliates in the ordinary course of business. Following is an
analysis of activity with respect to such loans for the years ended
December 31, 1997, and 1996:
- --------------------------------------------------------------------------------
(In thousands) 1997 1996
- --------------------------------------------------------------------------------
Balance, beginning of year $ 5,711 $ 5,002
New loans funded 5,190 4,394
Repayments of loans (2,714) (3,685)
- --------------------------------------------------------------------------------
Balance, end of year $ 8,187 $ 5,711
================================================================================
(7) Premises and Equipment
Premises and equipment as of December 31 are summarized as follows:
- --------------------------------------------------------------------------------
(In thousands) 1997 1996
- --------------------------------------------------------------------------------
Land $2,888 $2,752
Buildings 10,244 9,867
Furniture and equipment 9,796 8,929
Leasehold improvements 1,529 1,421
- --------------------------------------------------------------------------------
24,457 22,969
Less accumulated depreciation and amortization 9,126 7,669
- --------------------------------------------------------------------------------
Premises and equipment, net $15,331 $15,300
================================================================================
(8) Time Deposits
As of December 31, 1997 and 1996, the Company had liabilities of
$117,409,000 and $80,952,000, respectively, for time deposits in
denominations of $100,000 or more. Interest expense for these deposits
was $6,243,000 and $4,036,000 in 1997 and 1996, respectively.
32
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(9) Income Taxes
Components of income tax expense for the years ended December 31, 1997,
1996, and 1995 are as follows:
- --------------------------------------------------------------------------------
(In thousands) 1997 1996 1995
- --------------------------------------------------------------------------------
Current:
Federal $5,295 $3,696 $3,053
State 2,003 1,457 1,240
- --------------------------------------------------------------------------------
7,298 5,153 4,293
- --------------------------------------------------------------------------------
Deferred:
Federal (535) (649) (66)
State (128) (156) (27)
- --------------------------------------------------------------------------------
(663) (805) (93)
- --------------------------------------------------------------------------------
Total $6,635 $4,348 $4,200
================================================================================
The temporary differences between the financial statement carrying
amounts and tax bases of assets and liabilities that give rise to
significant components of the deferred tax asset and liability amounts
relate to the following as of December 31:
- --------------------------------------------------------------------------------
(In thousands) 1997 1996
- --------------------------------------------------------------------------------
Deferred tax assets:
Book provision for loan losses in excess of tax provision $1,492 $1,096
State franchise taxes 466 222
Accrued interest on nonaccrual loans recognized for tax 239 182
Expenses accrued for books not currently deductible 417 355
Unrealized loss on securities available-for-sale - 118
Loan fees and other, net 363 344
- --------------------------------------------------------------------------------
Total deferred tax assets 2,977 2,317
- --------------------------------------------------------------------------------
Deferred tax liabilities:
Tax depreciation in excess of book 196 86
Amortization related to sale/leaseback of building 126 34
Difference in recognition of organization costs and other 11 11
Unrealized gain on available-for-sale securities 941 -
- --------------------------------------------------------------------------------
Total deferred tax liabilities 1,274 131
- --------------------------------------------------------------------------------
Net deferred tax asset $1,703 $2,186
================================================================================
33
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The net deferred tax asset represents recoverable taxes and is included
in other assets in the accompanying consolidated balance sheets. The
Company believes that the net deferred tax asset is realizable through
sufficient taxable income within the carryback period and the current
year taxable income.
Actual income tax expense differs from the "expected" tax expense
(computed by applying the U.S. federal corporate income tax rate of 34%
to earnings before income taxes) for the years ended December 31, as
follows:
- ------------------------------------------------------------------------------------------------------------------
(In thousands) 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------
Computed "expected" tax expense $5,706 $3,531 $3,702
Increase (reduction) in income taxes resulting from:
Franchise taxes, net of federal income tax benefit 1,270 858 802
Tax exempt income (371) (368) (335)
Merger related costs - 325 -
Other, net 30 2 31
- ------------------------------------------------------------------------------------------------------------------
$6,635 $4,348 $4,200
==================================================================================================================
(10) Benefit Plans
Stock Option Plans - The Company's 1984 Stock Option Plan (the 1984
Plan) under which incentive stock options or nonqualified stock options
were granted to certain key employees or directors to purchase an
aggregate of 53,364 shares of authorized, but unissued, common stock of
the Company. Unexercised options were granted and outstanding as of
December 31, 1997, for an aggregate of 53,364 shares. Options have been
granted at an exercise price not less than the fair market value of
such stock at the date of grant. All stock options become exercisable
at the rate determined by the Company's Board of Directors and expire
no later than 10 years after the date of grant.
The Company's 1994 Stock Option Plan (the 1994 Plan) which was a
successor to the 1984 Plan, provides for incentive stock options or
nonqualified stock options for key employees or directors to purchase
an aggregate of 592,915 shares of authorized, but unissued, common
stock of the Company. Unexercised options were granted and outstanding
as of December 31, 1997, for an aggregate of 417,474 shares with an
exercise price equal to the fair market value of the Company's common
stock at the date of grant. The 1994 Plan provides that options granted
thereunder begin to vest 6 months after the date of grant ratably over
4 years and expire no later than 10 years after the date of grant.
34
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The Company has a Directors Stock Option Plan (the 1991 Plan) under
which, nonqualified options may be granted to non-employee directors of
the Company and its subsidiaries to purchase an aggregate of 202,776
shares of authorized, but unissued, common stock of the Company
according to a formula set forth in the 1991 Plan. Unexercised options
were granted and outstanding as of December 31, 1997, for an aggregate
of 83,116 shares with an exercise price equal to the fair market value
of the Company's common stock at the date of grant. The 1991 Plan
provides that options granted thereunder begin to vest 6 months after
the date of grant and expire no later than 10 years after the date of
grant.
In October 1995, the FASB issued SFAS No. 123, Accounting for
Stock-Based Compensation. SFAS No. 123 established financial accounting
and reporting standards for stock-based employee compensation plans.
This statement defines a fair value based method of accounting for an
employee stock option or similar equity instrument. Under this method,
compensation costs are measured at the grant date based on the value of
the award and are recognized over the service period, which is the
vesting period.
As allowed under SFAS No. 123, the Company applies APB Opinion No. 25,
Accounting for Stock Issued to Employees and related interpretations in
accounting for its plans. Accordingly, no compensation cost has been
recognized for its stock option plans. Had compensation costs for the
Company's three stock option plans been determined consistent with SFAS
No. 123, the Company's net income and earnings per share would have
been reduced to the pro forma amounts indicated below:
December 31,
- ----------------------------------------------------------------------------------------------------------------
(In thousands, except per share) 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------
Net income As reported $10,147 $6,039 $6,611
Pro forma $9,836 $5,883 $6,605
Basic earnings per share As reported $2.36 $1.41 $1.55
Pro forma $2.29 $1.37 $1.55
Diluted earnings per share As reported $2.28 $1.36 $1.50
Pro forma $2.21 $1.32 $1.50
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following
assumptions used for grants in 1997, 1996 and 1995, respectively:
dividend yield of 2.1%, 2.5% and 2.1%, expected volatility of 18% for
all years, risk-free interest rates of 5.86%, 5.64% and 5.39%, and
expected lives of 6.9, 6.1 and 5.5 years, respectively.
35
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Below is a summary of stock option activity under all plans during
1997, 1996 and 1995:
1997 1996 1995
- --------------------------------------------------------------------------------------------------------------------
Weighted Weighted Weighted
average average average
exercise exercise exercise
Shares price Shares price Shares price
- --------------------------------------------------------------------------------------------------------------------
Outstanding at beginning
of year 388,895 $15.59 433,474 $14.57 400,967 $14.33
Granted 197,270 35.93 157,153 19.13 62,321 15.00
Exercised (17,436) 10.74 (200,106) 14.69 (22,811) 11.73
Forfeited (16,525) 13.32 (1,626) 11.32 (7,003) 13.74
- --------------------------------------------------------------------------------------------------------------------
Outstanding at end of year 552,204 $22.36 388,895 $16.37 433,474 $14.57
Options exercisable at end of 489,046 333,753 366,350
year
Weighted average fair value of
options granted during the year $9.40 $4.12 $3.12
- --------------------------------------------------------------------------------------------------------------------
The following table summarizes information about stock options
outstanding at December 31, 1997:
Options Outstanding Options Exercisable
- ---------------------------------------------------------------------------------------------------------------------
Weighted
average Weighted Weighted
Number contractual average Number average
Exercise Prices outstanding life exercise price outstanding exercise price
- --------------------------------------------------------------------------------------------------------------------
$6.83 to $15.00 293,066 5.61 $13.97 292,315 $13.97
$15.01 to $20.00 15,229 5.63 16.14 12,046 16.05
$20.01 to $30.00 66,609 8.88 24.47 16,685 24.43
$30.01 to $43.50 177,300 9.87 35.96 168,000 35.60
- --------------------------------------------------------------------------------------------------------------------
$6.83 to $43.50 552,204 7.37 $22.36 489,046 $21.81
- --------------------------------------------------------------------------------------------------------------------
Employee Stock Ownership Plan - In 1986, the Company adopted an
Employee Stock Ownership Plan (ESOP) covering substantially all
employees. The Company may make annual contributions to the ESOP in an
amount determined by the Board of Directors. Contributions are not
intended to exceed an amount estimated to be an allowable deduction for
tax purposes. The Company made contributions to the ESOP of $400,000,
$275,000, and $292,000 in 1997, 1996, and 1995, respectively.
401(k) Plan - The Company also has a tax deferred profit sharing plan
and thrift plan covering all eligible employees. The Company's
contributions amounted to $70,000, $71,000, and $70,000 for the years
ended December 31, 1997, 1996, and 1995.
36
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(11) Fair Value of Financial Instruments
The carrying amounts and estimated fair values of the Company's
financial instruments are as follows:
- ---------------------------------------------------------------------------------------------------------------------
December 31, 1997 December 31, 1996
------------------- ------------------
Carrying Estimated Carrying Estimated
(In thousands) amounts fair value amounts fair value
- ---------------------------------------------------------------------------------------------------------------------
Assets:
Cash and cash equivalents $78,519 $78,519 $76,245 $76,245
Investment securities 228,331 228,331 126,208 126,269
Net loans 430,620 430,582 395,538 395,796
- ---------------------------------------------------------------------------------------------------------------------
Liabilities:
Demand deposits, noninterest bearing $174,649 $174,649 $131,332 $131,332
Demand deposits, interest bearing 97,322 97,322 84,770 84,770
Savings and money market 173,151 173,151 164,890 164,890
Time certificates 238,276 238,465 166,190 166,632
- ---------------------------------------------------------------------------------------------------------------------
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is
practicable to estimate that value.
Cash and Cash Equivalents - The carrying amount approximates fair value
because of the short maturities of these instruments.
Investment Securities - The fair value of investments and
mortgage-backed securities, except certain state and municipal
securities, is estimated based on bid prices published in financial
newspapers or bid quotations received from securities dealers. The fair
value of certain state and municipal securities is not readily
available through market sources other than dealer quotations, so fair
value estimates are based on quoted market prices of similar
instruments, adjusted for differences between the quoted instruments
and the instruments being valued.
Loans - Fair values are estimated for portfolios of loans with similar
financial characteristics. Loans are segregated by type such as
commercial, commercial real estate, residential mortgage, and consumer.
Each loan category is further segmented into fixed and adjustable rate
interest terms and by performing and nonperforming categories.
37
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The fair value of performing fixed rate loans is calculated by
discounting scheduled cash flows through the estimated maturity using
estimated market discount rates that reflect the credit and interest
rate risk inherent in the loan. The estimate of maturity is based on
the Company's historical experience with repayments for each loan
classification, modified, as required, by an estimate of the effect of
current economic and lending conditions. The fair value of performing
variable rate loans is judged to approximate book value for those loans
whose rates reprice in less than 90 days. Rate floors and rate ceilings
are not considered for fair value purposes as the number of loans with
such limitations is not significant.
Fair value for significant nonperforming loans is based on recent
external appraisals. If appraisals are not available, estimated cash
flows are discounted using a rate commensurate with the risk associated
with the estimated cash flows. Assumptions regarding credit risk, cash
flows, and discount rates are judgmentally determined using available
market information and specific borrower information.
Deposit Liabilities - The fair value of deposits with no stated
maturity, such as non-interest bearing demand deposits, savings and NOW
accounts, and money market and checking accounts, approximates the
amount payable on demand. The fair value of certificates of deposit is
judged to approximate book value for those certificates whose remaining
maturities are less than 90 days. For all other certificates, estimated
cash flows are discounted using rates currently offered for deposits of
similar remaining maturities.
Limitations - Fair value estimates are made at a specific point in
time, based on relevant market information and information about the
financial instrument. These estimates do not reflect any premium or
discount that could result from offering for sale at one time the
Company's entire holdings of a particular financial instrument. Fair
value estimates are based on judgments regarding future expected loss
experience, current economic conditions, risk characteristics of
various financial instruments, and other factors. These estimates are
subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.
38
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Fair value estimates are based on existing on- and off-balance sheet
financial instruments without attempting to estimate the value of
anticipated future business and the value of assets and liabilities
that are not considered financial instruments. In addition, the tax
ramifications related to the realization of the unrealized gains and
losses can have a significant effect on fair value estimates and have
not been considered in many of the estimates.
(12) Commitments and Contingencies
Future minimum rental payments for Company premises under noncancelable
operating leases as of December 31, 1997 are as follows:
- ------------------------------------------------------------------------------
Minimum lease
payments
Year ending December 31, (In thousands)
- ------------------------------------------------------------------------------
1998 $931
1999 683
2000 461
2001 213
2002 213
Thereafter 913
- ------------------------------------------------------------------------------
3,414
Minimum rentals receivable under noncancelable subleases (868)
- ------------------------------------------------------------------------------
$2,546
==============================================================================
Rent expense under operating leases totaled $802,000, $796,000, and
$781,000 for the years ended December 31, 1997, 1996, and 1995,
respectively. Related sublease rental income totaled $137,000,
$131,000, and $82,000, respectively.
In December 1988, the Company entered into an operating lease with a
member of its Board of Directors for rental of its administrative
headquarters. This lease required payments totaling approximately
$199,000, $192,000, and $188,000 for the years ended December 31, 1997,
1996, and 1995, respectively. The lease expires on April 30, 1999.
In the normal course of business, there are outstanding commitments,
such as commitments to extend credit, which are not reflected in the
accompanying consolidated financial statements. These commitments
involve elements of credit and interest rate risk. Management does not
anticipate any loss will result from such commitments.
39
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
As of December 31, 1997, amounts committed to extend credit under
normal lending agreements aggregated approximately $134,638,000.
Management reviews the risk associated with these credits in evaluating
the overall adequacy of the allowance for possible loan losses.
Additionally, there are approximately $4,193,000 in outstanding standby
letters of credit which, in effect, are guarantees of obligations of
customers.
The Company, through the Subsidiary Banks, has borrowing lines of
approximately $51,000,000 with primary correspondent banks. There were
no borrowings outstanding under these lines as of December 31, 1997 and
1996.
(13) Regulatory Capital
The Federal Reserve Board and the Comptroller have established a
minimum leverage ratio of 3% Tier 1 capital to total assets for bank
holding companies and national banks that have received the highest
composite regulatory rating and are not anticipating or experiencing
any significant growth. All other institutions will be required to
maintain a leverage ratio of at least 100 to 200 basis points above the
3% minimum.
Following are the Company's and the Subsidiary Banks' risk-based and
leverage capital ratios as of December 31, 1997:
- -------------------------------------------------------------------------------------------------------------------
Risk Based Capital Ratio
As of December 31, 1997
- -------------------------------------------------------------------------------------------------------------------
Company South Valley First National
(Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
- -------------------------------------------------------------------------------------------------------------------
Tier 1 capital $68,925 13.58% $17,592 11.71% $44,601 12.81%
Tier 1 capital minimum
requirement 20,295 4.00% 6,009 4.00% 13,929 4.00%
- -------------------------------------------------------------------------------------------------------------------
Excess 48,630 9.58% 11,583 7.71% 30,672 8.81%
===================================================================================================================
Total capital 73,191 14.43% 19,337 12.87% 47,116 13.53%
Total capital minimum
requirement 40,589 8.00% 12,017 8.00% 27,858 8.00%
- -------------------------------------------------------------------------------------------------------------------
Excess 32,602 6.43% 7,320 4.87% 19,258 5.53%
===================================================================================================================
Risk-adjusted assets $507,363 $150,216 $348,220
===================================================================================================================
40
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1996
- -------------------------------------------------------------------------------------------------------------------
Company South Valley First National
(Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
- -------------------------------------------------------------------------------------------------------------------
Tier 1 capital $63,469 13.91% $16,096 11.63% $42,034 13.40%
Tier 1 capital minimum
requirement 18,254 4.00% 5,534 4.00% 12,546 4.00%
- -------------------------------------------------------------------------------------------------------------------
Excess 45,215 9.91% 10,562 7.63% 29,488 9.40%
===================================================================================================================
Total capital 67,141 14.71% 17,409 12.58% 44,258 14.11%
Total capital minimum
requirement 36,508 8.00% 11,069 8.00% 25,092 8.00%
- -------------------------------------------------------------------------------------------------------------------
Excess 30,633 6.71% 6,340 4.58% 19,166 6.11%
===================================================================================================================
Risk-adjusted assets $456,356 $138,362 $313,644
===================================================================================================================
As indicated in the table above, the Company's capital ratios
significantly exceeded the minimum capital levels required by current
federal regulations. Management believes that the Company and the
Subsidiary Banks will continue to meet their respective minimum capital
requirements in the foreseeable future.
- --------------------------------------------------------------------------------------------------------------------
Leverage Capital Ratio
December 31, 1997
Company South Valley First National
- --------------------------------------------------------------------------------------------------------------------
(Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
- --------------------------------------------------------------------------------------------------------------------
Tier 1 capital to quarterly average
Total assets (Leverage Ratio) $68,925 9.17% $17,592 8.03% $44,601 8.49%
Minimum leverage requirement 22,543 to 3.00% to 6,575 to 3.00% to 15,761 to 3.00% to
37,572 5.00% 10,958 5.00% 26,268 5.00%
- --------------------------------------------------------------------------------------------------------------------
Excess 31,353 to 4.17% to 6,634 to 3.03% to 18,333 to 3.49% to
46,382 6.17% 11,017 5.03% 28,840 5.49%
====================================================================================================================
Total quarterly average assets $751,439 $219,168 $525,357
====================================================================================================================
December 31, 1996 Company South Valley First National
- --------------------------------------------------------------------------------------------------------------------
(Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
- --------------------------------------------------------------------------------------------------------------------
Tier 1 capital to quarterly average
Total assets (Leverage Ratio) $63,469 10.55% $16,096 8.61% $42,034 10.29%
Minimum leverage requirement 18,045 to 3.00% to 5,611 to 3.00% to 12,255 to 3.00% to
30,075 5.00% 9,351 5.00% 20,425 5.00%
- --------------------------------------------------------------------------------------------------------------------
Excess 33,394 to 5.55% to 6,745 to 3.61% to 21,609 to 5.29% to
45,424 7.55% 10,485 5.61% 29,779 7.29%
====================================================================================================================
Total quarterly average assets $601,496 $187,024 $408,502
====================================================================================================================
41
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(14) Pacific Capital Bancorp (Parent Company Only)
The following are the financial statements of Pacific Capital Bancorp:
- --------------------------------------------------------------------------------
BALANCE SHEETS
Years ended December 31,
- --------------------------------------------------------------------------------
(In thousands) 1997 1996
- --------------------------------------------------------------------------------
Assets
Cash and cash equivalents $538 $937
Loans - 1,042
Premises and equipment, net 3,500 3,022
Investment in subsidiaries 65,826 58,178
Other assets 5,360 910
- --------------------------------------------------------------------------------
Total Assets $75,224 $64,089
================================================================================
Liabilities and Shareholders' Equity
Liabilities $2,666 $443
Shareholders' equity 72,558 63,646
- --------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $75,224 $64,089
================================================================================
- --------------------------------------------------------------------------------
STATEMENTS OF INCOME
Years ended December 31,
- --------------------------------------------------------------------------------
(In thousands) 1997 1996 1995
- --------------------------------------------------------------------------------
Equity in undistributed income of subsidiaries $6,211 $3,061 $6,010
Cash dividends received from bank subsidiaries 4,799 3,993 882
Interest income and fees on loans 36 136 214
Other expenses (899) (1,151) (495)
- --------------------------------------------------------------------------------
Net income $10,147 $6,039 $6,611
================================================================================
42
PACIFIC CAPITAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
STATEMENTS OF CASH FLOWS
Years ended December 31,
- ----------------------------------------------------------------------------------------------------------
(In thousands) 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 10,147 $ 6,039 $ 6,611
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in undistributed net income of subsidiaries (11,010) (7,054) (6,892)
Dividends received from subsidiaries 4,799 3,993 882
Increase in other assets (4,450) (341) (68)
Increase (decrease) in other liabilities 2,223 140 (34)
- ----------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,709 2,777 499
- ----------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Net change in loans 1,042 107 1,931
Capital expenditures (386) (1,157) (493)
- ----------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 656 (1,050) 1,438
- ----------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Repurchase and retirement of stock (456) (605) (111)
Proceeds from stock options exercised 410 284 158
Cash paid for fractional shares (40) (21) (15)
Cash paid for dividends (2,678) (2,053) (1,684)
- ----------------------------------------------------------------------------------------------------------
Net cash used in financing activities (2,764) (2,395) (1,652)
- ----------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (399) (668) 285
Cash and cash equivalents at beginning of year 937 1,605 1,320
- ----------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 538 $ 937 $ 1,605
==========================================================================================================
Supplemental disclosures:
Noncash investment and financing activities:
Transfer from retained earnings to common stock
due to stock dividend $ 9,000 $ 5,348 $ 3,132
==========================================================================================================
The ability of the Company to pay dividends will largely depend upon
the dividends paid to it by the Subsidiary Banks. There are legal
limitations on the ability of the Subsidiary Banks to provide funds to
the Company in the form of loans, advances, or dividends. Under the
National Bank Act, the Subsidiary Banks may not declare dividends in
any calendar year that exceeds certain legal limitations. The
approximate amount of restricted equity of the Subsidiary Banks as of
December 31, 1997 was $47,826,000.
43
PACIFIC CAPITAL BANCORP
Management's Discussion and Analysis
1997
This document may contain forward-looking statements that are subject to risks
and uncertainties, including, but not limited to the local economy, the real
estate market in California, and other factors beyond the Company's control.
Such risks and uncertainties could cause actual results to differ materially
from those indicated. For a discussion of factors that could cause actual
results to differ, please see the discussion contained herein. Readers should
not place undue reliance on forward-looking statements, which reflect
management's view only as of the date hereof. The Company undertakes no
obligation to publicly revise these forward-looking statements to reflect
subsequent events or circumstances. Readers are also encouraged to review the
Company's publicly available filings with the Securities and Exchange
Commission.
The Company
Pacific Capital Bancorp (the "Company") through its wholly owned subsidiaries,
First National Bank of Central California ("First National"), and South Valley
National Bank ("South Valley") engages in a broad range of financial service
activities. First National and South Valley are collectively referred to herein
as "Subsidiary Banks," and references to the Company include the Subsidiary
Banks.
On November 20, 1996, the Company acquired South Valley Bancorporation (SVB) in
a transaction accounted for as a pooling-of-interests. Accordingly, these
consolidated financial statements were restated on a combined basis for all
periods presented.
The following sections set forth a discussion of the significant operating
changes, business trends, financial condition, earnings, capital position, and
liquidity that have occurred in the three-year period ended December 31, 1997,
together with an assessment, when considered appropriate, of external factors
that may affect the Company in the future. This discussion should be read in
conjunction with the Company's consolidated financial statements and notes on
pages _____ of this annual report.
Summary of Financial Results
Net income for 1997 was $10,147,000 or $2.28 per share, an increase of
$4,108,000 or $0.92 per share from 1996. This increase in net income is due to
an increase in net interest income of $5,191,000 or 16.9% over 1996. In
addition, results from the year ended December 31, 1996 contained merger-related
expenses incurred relating to the merger with South Valley Bancorporation. Net
income for 1996 excluding the one-time merger-related expenses was $7,540,000 or
$1.69 per share and represented an increase of $929,000 or $0.19 per share over
results for 1995.
44
In 1997 the Company paid four cash dividends of $0.165 in March, June,
September, and December. In 1996, the Company distributed three $0.15 cash
dividends in March, June, September and December. In addition, the Company
distributed a 5% stock dividend in each of the years in the three year period
ended December 31, 1997. Earnings per share amounts have been retroactively
restated to reflect these stock dividends. The return on average shareholders'
equity was 14.8% in 1997, compared to 9.6% in 1996 and 11.4% in 1995.
The Company believes that the economies in which it operates, Monterey, Santa
Cruz, Santa Clara, and San Benito Counties, have experienced strong growth and
favorable economic activity in the past three years. Signs of the strength in
these local economies include sustained quality loan demand and strong deposit
growth. On a national scale, the Company is forecasting a relatively flat
interest rate environment due to minimal inflation prospects and very modest
growth.
Certain information concerning the Company's average balances, yields and rates
on average interest-earning assets and interest-bearing liabilities is set forth
in the following table. Interest yields and amounts earned include net loan fees
of $1,312,000, $1,211,000, and $1,152,000 in 1997, 1996, and 1995, respectively.
45
AVERAGE BALANCE SHEETS
- ---------------------------------------------------------------------------------------------------------------------
1997 1996 1995
Average Yield/ Interest Average Yield/ Interest Average Yield/ Interest
(Dollars in thousands) Balance Rate Amount Balance Rate Amount Balance Rate Amount
- ---------------------------------------------------------------------------------------------------------------------
Assets
Earning assets
Investment securities:
Taxable $144,331 6.4% $9,239 $124,709 6.1% $7,645 $95,408 5.7% $5,455
Non-taxable 13,247 4.9% 651 14,966 5.0% 750 17,529 5.2% 903
Federal funds sold 46,211 5.4% 2,482 34,267 5.3% 1,805 35,564 5.3% 1,871
- ---------------------------------------------------------------------------------------------------------------------
Total investment securities 203,789 6.1% 12,372 173,942 5.9% 10,200 148,501 5.5% 8,229
Loans 411,546 9.9% 40,843 332,421 10.2% 33,758 290,265 10.5% 30,449
- ---------------------------------------------------------------------------------------------------------------------
Total earning assets 615,335 8.6% 53,215 506,363 8.7% 43,958 438,760 8.8% 38,678
Non-earning assets
Premises and equipment 15,270 14,769 13,201
Other 46,886 47,554 44,040
- ---------------------------------------------------------------------------------------------------------------------
Total non-earning assets 62,156 62,323 57,241
- ---------------------------------------------------------------------------------------------------------------------
Total assets $677,491 $568,686 $496,007
=====================================================================================================================
Liabilities and
Shareholders' Equity
Interest-bearing deposits:
Demand $85,769 1.0% $846 $77,306 1.1% $846 $87,916 1.7% $1,502
Savings and money market 169,577 2.9% 4,844 168,553 2.8% 4,664 140,209 2.8% 3,913
Time certificates 214,664 5.4% 11,666 146,359 5.3% 7,782 108,026 5.1% 5,507
Other interest-bearing 522 5.6% 29 716 3.8% 27 1,030 4.8% 49
liabilities
- ---------------------------------------------------------------------------------------------------------------------
Total 470,532 3.7% 17,385 392,934 3.4% 13,319 337,181 3.3% 10,971
Non interest-bearing deposits
And other liabilities:
Demand, non 134,943 109,615 95,824
interest-bearing
Other liabilities 3,663 3,031 4,819
Shareholder's equity 68,353 63,106 58,183
- ---------------------------------------------------------------------------------------------------------------------
Total 206,959 175,752 158,826
- ---------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $677,491 $568,686 $496,007
=====================================================================================================================
NET INTEREST INCOME $35,830 $30,639 $27,707
NET INTEREST MARGIN 5.8% 6.1% 6.3%
- ---------------------------------------------------------------------------------------------------------------------
The net interest margin is expressed as the percentage of net interest income to
average total earning assets. The average balance on non-accrual loans is
immaterial as a percentage of total loans and as such has been included in total
loans. Non-taxable securities and leases have not been calculated on a tax
equivalent basis.
Net Interest Income
Net interest income, the difference between interest earned on loans and
investments and the interest paid on deposits and other sources of funds, is the
principal component of the Company's earnings. The preceding table shows the
composition of average earning assets and average interest-bearing liabilities,
average yields and rates, and the net interest margin for 1995 through 1997.
Interest income increased $9,257,000 or 21.1% from $43,958,000 in 1996 to
$53,215,000 in 1997, after increasing $5,280,000 or 13.7% from 1995 to 1996. The
increases in 1997 and 1996 are the result of higher average loan and investment
volumes partially offset by a slightly
46
lower yield on the loan portfolio. Total interest and fees produced a 8.6% yield
on average earning assets in 1997, compared to 8.7% and 8.8% yields on average
earning assets in 1996 and 1995, respectively.
Total interest expense for 1997 was $17,385,000, an increase of $4,066,000 or
30.5% over 1996, compared to an increase of $2,348,000 or 21.4% from 1995 to
1996. The Company's cost of funds experienced an increase of 0.3% from 1996 to
1997 and an increase of 0.1% from 1995 to 1996. The cost of funds increase in
1997 was due primarily to a change in the mix of deposits. The increase in 1996
over 1995 was due to the prevailing rising interest rate environment.
The Company's net yield on interest-earning assets is affected by changes in the
rates earned and paid and the volume of interest-earning assets and
interest-bearing liabilities. The impact of changes in volume and rate on net
interest income in 1997 and 1996 is shown in the following table. Changes
attributable to both volume and rate have been allocated to rate.
- ---------------------------------------------------------------------------------------------------------------------
1997 Compared to 1996 1996 Compared to 1995
(In thousands) Volume Rate Total Volume Rate Total
- ---------------------------------------------------------------------------------------------------------------------
Investment securities
Taxable $1,203 $391 $1,594 $1,675 $515 $2,190
Non-taxable (86) (13) (99) (132) (21) (153)
Federal funds sold 629 48 677 (68) 2 (66)
Loans 8,035 (950) 7,085 4,708 (1,399) 3,309
- ---------------------------------------------------------------------------------------------------------------------
Total 9,781 (524) 9,257 6,183 (903) 5,280
- ---------------------------------------------------------------------------------------------------------------------
Demand, interest bearing 93 (93) - (181) (475) (656)
Savings 28 152 180 791 (40) 751
Time certificates 3,632 252 3,884 1,954 321 2,275
Fed funds purchased (7) 9 2 (15) (7) (22)
- ---------------------------------------------------------------------------------------------------------------------
Total 3,746 320 4,066 2,549 (201) 2,348
- ---------------------------------------------------------------------------------------------------------------------
Increase in net interest income $6,035 $(844) $5,191 $3,634 $(702) $2,932
=====================================================================================================================
Earning Assets
Outstanding total loans averaged $411,546,000 in 1997 compared to $332,421,000
during 1996. This represents an increase of $79,125,000 or 23.8%, compared to an
increase of $42,156,000 or 14.5% from 1995 to 1996. The increase in total loans
outstanding during 1997 is due to increased loan demand from qualified borrowers
and is reflective of the strength of the economy in most of the primary markets
which the Company serves. The table on the following page summarizes the
composition of the loan portfolio as of December 31:
47
- ---------------------------------------------------------------------------------------------------------------
(In thousands) 1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------
Commercial $110,595 $113,428 $82,583 $77,402 $63,926
Real Estate - construction 41,863 38,014 32,409 39,352 26,799
Real Estate - mortgage 227,367 195,417 154,572 144,687 146,675
Consumer 24,677 22,509 25,604 22,907 22,185
Other 14,791 19,360 5,727 6,004 6,318
- ---------------------------------------------------------------------------------------------------------------
Total $419,293 $388,728 $300,895 $290,352 $265,903
===============================================================================================================
The Company lends primarily to small- and medium-sized businesses within its
markets, which is comprised principally of Monterey, Santa Cruz, Santa Clara,
and San Benito Counties.
A majority of the Company's loan portfolio consists of loans secured by
commercial, industrial, and residential real estate. As of December 31, 1997,
real estate mortgage and construction loans represented $269,230,000 or 64.2% of
total loans, compared to $233,431,000 or 60.0% of total loans at December 31,
1996.
Real estate mortgage loans included commercial real estate loans of
approximately $175,684,000, one-to-four family home loans of approximately
$25,374,000, equity lines of credit of approximately $19,462,000, multifamily
dwelling loans of approximately $4,334,000 and farm land loans of approximately
$2,513,000. Construction loans totaled $41,863,000 or 10.0% of the loan
portfolio as of December 31, 1997, which represents an increase of $3,849,000 or
10.1% from December 31, 1996. Management believes that the Bank does not have
any significant loss exposure with respect to such loans, due to the Bank's
collateral position. In general, advances do not exceed 70% of appraised value
on commercial real estate loans and 75% on residential mortgages. Continued
emphasis is placed on this policy and, accordingly, appraisals are periodically
updated as conditions change.
The Company finances the construction of residential and commercial real estate
properties. These loans are all at variable rates, are secured by first deeds of
trust on the underlying properties, and generally have maturities of less than
24 months. Repayment is based on a pre-qualification analysis of the borrower's
ability to obtain take-out financing. The Company's construction lending has
been in areas which management believes to have favorable market conditions.
Advances on residential and commercial projects are limited in general to the
lower of approximately 75% and 70%, respectively, of cost or appraised value.
Commercial loans not secured by real estate totaled $110,595,000 or 26.4% of the
total loan portfolio at December 31, 1997 compared to $113,428,000, or 29.2% of
total loans as of December 31, 1996.
Consumer loans increased $2,168,000 or 9.6% during 1997. Consumer loans, as of
December 31, 1997, represent 5.9% of the total loan portfolio, compared to 5.8%
of the 1996 loan portfolio.
The Company had undisbursed loans totaling $134,638,000 as of December 31, 1997,
primarily representing available lines of credit and the unfunded portion of
construction loan commitments.
48
The following table sets forth the maturity distribution of the loan portfolio
as of December 31, 1997:
- ----------------------------------------------------------------------------------------------------------
After one
In one year year through After five
(In thousands) or less five years years Total
- ----------------------------------------------------------------------------------------------------------
Commercial $ 93,317 $14,276 $ 3,002 $110,595
Real Estate - construction 41,101 484 278 41,863
Real Estate - mortgage 108,888 63,205 55,274 227,367
Consumer 11,901 10,398 2,378 24,677
Other 3,067 4,962 6,762 14,791
- ----------------------------------------------------------------------------------------------------------
Gross loans $258,274 $93,325 $67,694 $419,293
==========================================================================================================
The fixed rate loan categories discussed above mature as follows: $14,072,000 in
1998, $9,201,000 in 1999, $10,212,000 in 2000, $20,566,000 in 2001, and
$16,738,000 in 2002, with the remaining $67,694,000 maturing thereafter. The
variable loan rate categories discussed above mature as follows: $244,287,000 in
1998, $15,198,000 in 1999, $5,780,000 in 2000, $8,107,000 in 2001, and
$7,438,000 maturing in 2002.
Interest Rate Sensitivity Interest rate sensitivity is the relationship between
market interest rates and net interest income due to the repricing
characteristics of assets and liabilities. If more liabilities than assets
reprice in a given period (a liability sensitive position), market interest rate
changes will be reflected more quickly in liability rates. If interest rates
decline, a liability sensitive position will benefit net income. Alternatively,
where assets reprice more quickly than liabilities in a given period (an asset
sensitive position) a decline in market rates will have an adverse effect on net
interest income.
The table on the following page presents the interest rate sensitivity of the
Company as of December 31, 1997. For any given period, the structure is matched
when an equal amount of assets and liabilities reprice. Any excess of assets or
liabilities over these matched items results in the gap, or mismatch, shown at
the foot of the table. A negative gap indicates liability sensitivity and a
positive gap indicates asset sensitivity.
49
- -----------------------------------------------------------------------------------------------------------
Interest Rate Sensitivity as of December 31, 1997
- -----------------------------------------------------------------------------------------------------------
Repricing Opportunity
0 - 90 91 - 180 181 - 365 Over
(In thousands) Days Days Days One Year Total
- -----------------------------------------------------------------------------------------------------------
Federal funds sold $26,405 $- $- $- $26,405
Loans 216,404 20,202 30,662 163,352 430,620
Taxable investments 14,501 5,281 18,404 177,650 215,836
Non-taxable investments 552 228 1,988 11,859 14,627
- -----------------------------------------------------------------------------------------------------------
Total Earning Assets 257,862 25,711 52,054 352,861 687,488
- -----------------------------------------------------------------------------------------------------------
Interest bearing demand 97,322 - - - 97,322
Savings deposits 161,195 - 6,082 5,874 173,151
Time certificates 88,242 63,784 82,329 3,921 238,276
- -----------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities 346,759 63,784 88,411 9,795 508,749
- -----------------------------------------------------------------------------------------------------------
Gap $(88,897) $(38,073) $(37,357) $343,066 $178,739
Cumulative gap (88,897) (126,970) (164,627) 178,739
===========================================================================================================
The Company has remained flexible in determining the point at which to reprice
deposits. This flexibility mitigates the Company's liability sensitive position
in the under one year category.
Quality of Loans The Company had net loan charge-offs of $926,000, $723,000 and
$586,000 in 1997, 1996 and 1995, respectively. Net charge-offs as a percent of
average loans has remained relatively constant over the last three years at
0.23%, 0.22%, and 0.20% for the years ended December 31, 1997, 1996, and 1995,
respectively. Over the last five years, the low amount of net charge-offs to
average loans is indicative of the continued emphasis placed on credit quality
standards in the loan approval process as well as close monitoring of the loan
portfolio. The Company's net charge-offs as a percent of average loans have been
below most industry averages in each year reflected in the following table.
Management anticipates the Company's charge-off experience in 1998 to be
consistent with that experienced in 1997 primarily due to the strength and
growth in the local economic areas in which the Company serves. This factor
continues to be of importance in assessing the adequacy of the allowance for
possible loan losses.
The table on the following page summarizes the actual loan losses and provision
for possible loan losses during the last five fiscal years by loan category:
50
- --------------------------------------------------------------------------------------------
Summary of Loan Loss Activity
(In thousands) 1997 1996 1995 1994 1993
- --------------------------------------------------------------------------------------------
Total loans outstanding, end of year $419,293 $388,728 $300,895 $290,352 $265,903
Average loans during the year 411,546 332,421 290,265 277,263 259,131
Allowance for possible loan losses:
Balance, beginning of year 3,672 3,710 3,769 3,753 3,479
Charge-off by loan category
Commercial 873 761 480 331 491
Consumer 59 188 129 148 327
Real estate 211 121 241 186 364
- --------------------------------------------------------------------------------------------
Total 1,143 1,070 850 665 1,182
- --------------------------------------------------------------------------------------------
Recoveries by loan category
Commercial 120 239 98 144 62
Consumer 24 91 42 37 54
Real estate 73 17 124 21 62
- --------------------------------------------------------------------------------------------
Total 217 347 264 202 178
- --------------------------------------------------------------------------------------------
Net charge-offs 926 723 586 463 1,004
Provision charged to expense 1,520 685 527 479 1,278
- --------------------------------------------------------------------------------------------
Balance, end of year $4,266 $3,672 $3,710 $3,769 $3,753
============================================================================================
Ratios:
Net charge-offs to
average loans 0.23% 0.22% 0.20% 0.17% 0.39%
Allowance to loans at end of year 1.02% 0.94% 1.23% 1.30% 1.41%
- --------------------------------------------------------------------------------------------
Inherent in the lending function is the fact that loan losses will be
experienced and that the risk of loss will vary with the type of loan extended
and the creditworthiness of the borrower. To reflect the estimated risks of loss
associated with its loan portfolio, provisions are made to the Company's
allowance for possible loan losses. As an integral part of this process, the
allowance for possible loan losses is subject to review and possible adjustment
as a result of regulatory examinations conducted by governmental agencies and
through management's assessment of risk. The Company's entire allowance is a
valuation allocation; that is, it has been created by direct charges against
earnings through the provision for possible loan losses.
The Company evaluates the allowance for possible loan losses based upon an
individual analysis of specific categories of loans. The adequacy of the
allowance can be determined only on an approximate basis, since estimates as to
the magnitude and timing of loan losses are not predictable because of the
impact of external events. In addition, the Company has for the last several
years contracted with an independent loan review consulting firm to evaluate
overall credit quality on an ongoing basis. Management then considers the
adequacy of the allowance for possible loan losses in relation to the total loan
portfolio.
The provision for possible loan losses charged against earnings is based upon an
analysis of the actual migration of loans to losses plus an amount for other
factors which, in management's judgment, deserve recognition in estimating
possible loan losses. These factors include: specific loan conditions as
determined by management; the historical relationship between charge-offs and
the level of the allowance; the estimated future loss in all significant loans;
known deterioration in
51
concentrations of credit, certain classes of loans or pledged collateral;
historical loss experience based on volume and types of loans; the results of
any independent review or evaluation of the loan portfolio quality conducted by
or at the direction of Company management or by bank regulatory agencies; trends
in portfolio volume, maturity, and composition; off-balance sheet credit risk;
volume and trends in delinquencies and nonaccruals; lending policies and
procedures including those for charge-off, collection, and recovery; national
and local economic conditions and downturns in specific local industries; and
the experience, ability, and depth of lending management and staff. The Company
evaluates the adequacy of its allowance for possible loan losses on a quarterly
basis.
While these factors cannot be reduced to a mathematical formula, it is
management's view that the allowance for possible loan losses of $4,266,000 or
1.02% of total loans as of December 31, 1997, was adequate. This allowance is
compared to $3,672,000 or 0.94% in 1996 and $3,710,000 or 1.23% in 1995. The
increase in the allowance for loan losses as a percentage of total loans from
1996 to 1997 was due to the increased provision for loan losses charged to
expense in 1997. This increase in the provision was due to the substantial
growth in total loans during 1996 and 1997. Management believes that the quality
of the loan growth coupled with the decrease in nonperforming loans during this
same period warrants the decrease in the level of the allowance relative to the
loan portfolio. There are, however, no assurances that in any given period the
Company will 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 the loans are deemed uncollectible. It is the policy of management
to make additions to the allowance so that it remains adequate to cover
anticipated losses inherent in the Company's loan portfolio.
Any allocation or breakdown in the allowance lends an appearance of an exactness
which does not exist. Thus, the allocation below should not be interpreted as an
indication of expected amounts or categories where charge-offs will occur. The
allocation of the allowance for possible loan losses as of the end of the last
five fiscal years is summarized in the table below:
- ------------------------------------------------------------------------------------------------------------
Allocation of Allowance 1997 1996 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------
Percent of Percent of Percent of Percent of Percent of
loans in loans in loans in loans in loans in
each each each each each
category category category category category
(Dollars in to total to total to total to total to total
thousands) $ loans $ loans $ loans $ loans $ loans
- ------------------------------------------------------------------------------------------------------------
Balance
applicable to:
Commercial $1,996 26.38% $1,507 29.18% $1,395 27.45% $1,607 26.66% $1,441 24.99%
Real estate -
construction 302 9.98% 218 9.78% 306 10.77% 590 13.55% 229 4.16%
Real estate -
mortgage 1,716 54.22% 1,516 50.27% 1,708 51.37% 1,216 49.83% 1,785 57.82%
Consumer 249 5.89% 286 5.79% 272 8.51% 333 7.89% 269 7.40%
Other 3 3.53% 145 4.98% 29 1.90% 26 2.07% 28 2.88%
- ------------------------------------------------------------------------------------------------------------
Total $4,266 100.0% $3,672 100.0% $3,710 100.0% $3,769 100.0% $3,753 100.0%
============================================================================================================
Nonperforming Loans Interest income on the loan portfolio is recorded on the
accrual basis. However, the Company follows the policy of discontinuing the
accrual of interest income and
52
reversing any accrued and unpaid interest when the payment of principal or
interest is 90 days past due unless the loan is both well secured and in the
process of collection. The Company's Lending Policy provides for strict
requirements for exempting loans from nonaccrual status. The composition of
nonperforming loans as of the end of the last three fiscal years is summarized
in the following table:
- --------------------------------------------------------------------------------------
Nonperforming Loans
(In thousands) 1997 1996 1995
- --------------------------------------------------------------------------------------
Loans accounted for on a nonaccrual basis $2,150 $1,564 $2,481
Other loans contractually past due 90 days
or more 43 17 261
Restructured loans 174 279 513
- --------------------------------------------------------------------------------------
Total $2,367 $1,860 $3,255
======================================================================================
Loans accounted for on a nonaccrual basis increased in 1997 due to an
Agriculture-related commercial loan of $779,000 which was placed on non-accrual
status in 1997. Management continues to focus on overall loan quality as well as
to resolve significantly past due loans.
The overall coverage of the allowance as a percent of nonperforming loans is
180.2%. The Company's ratio of nonperforming loans to average loans has been
below most industry averages in each year reflected in the table above.
The Company does not expect to sustain losses in excess of that provided for in
the allowance for possible loan losses. At December 31, 1997, the Company had
$174,000 in loans which were troubled debt restructurings and which were not
either nonaccrual loans or loans past due 90 days or more and still accruing
interest. At December 31, 1997, the Company did not have any loans other than
those disclosed as nonaccrual loans, loans past due 90 days or more and still
accruing interest and troubled debt restructurings where known information about
possible credit problems of the borrowers cause management to have serious
doubts as to the ability of such borrowers to comply with the present loan
repayment terms.
Investments The average balance of Federal Funds Sold (overnight investments
with other banks) and other short-term investments (primarily money market
mutual funds) was $58,359,000 in 1997, $43,823,000 in 1996, and $42,617,000 in
1995. These investments are maintained primarily for the short-term liquidity
needs of the Company. The major factors influencing the levels of required
liquidity are loan demand of the Company's customers and fluctuations in the
Company's level of deposits. The Company's loan to deposit ratio averaged 68.0%
in 1997, compared to 66.2% in 1996, and 67.2% in 1995.
53
Average total investment securities were $145,430,000 in 1997, an increase of
$15,311,000 over the 1996 average. This increase was the result of the growth in
average deposits which exceeded the growth in average loans by $23,995,000. As
of December 31, 1997, the aggregate market value of the investment portfolio
exceeded the book value by $2,097,000. At December 31, 1996, the book value
exceeded the market value by $223,000. This increase in the market value of the
portfolio was the result of increasing prices in the bond market during the
course of 1997. It is the Company's policy not to engage in securities trading
transactions. There are no investments in the portfolio deemed to be permanently
or temporarily impaired.
- --------------------------------------------------------------------------------
Estimated
Amortized Unrealized Unrealized fair
(In thousands) cost gain loss value
- --------------------------------------------------------------------------------
1997
- --------------------------------------------------------------------------------
Available-for-sale securities:
U.S. Treasury and agency $87,591 $698 $42 $88,247
State and municipal 9,529 115 2 9,642
Mortgage-backed securities 121,769 1,363 37 123,095
- --------------------------------------------------------------------------------
$218,889 $2,176 $81 $220,984
================================================================================
Held-to-maturity securities:
State and municipal $4,985 $32 $70 $4,947
Mortgage-backed securities
and other 2,362 43 5 2,400
- --------------------------------------------------------------------------------
$7,347 $75 $75 $7,347
================================================================================
1996
- --------------------------------------------------------------------------------
Available-for-sale securities:
U.S. Treasury and agencies $64,109 $159 $187 $64,081
State and municipal 7,233 59 21 7,271
Mortgage-backed securities 45,470 9 303 45,176
- --------------------------------------------------------------------------------
$116,812 $227 $511 $116,528
================================================================================
Held-to-maturity securities:
State and municipal $6,449 $55 $42 $6,462
Mortgage-backed securities
and other 3,231 59 11 3,279
- --------------------------------------------------------------------------------
$9,680 $114 $53 $9,741
================================================================================
Funding Average total deposits increased $103,120,000 or 20.5% during 1997,
compared to an increase of $69,858,000 or 16.2% during 1996 and an increase of
$27,928,000 or 6.9% in 1995. Average non-interest bearing deposits increased in
1997 by $25,328,000 or 23.1% compared to an increase of $13,791,000 or 14.4% in
1996, and an increase of $8,908,000 or 10.3% in 1995. Average interest-bearing
deposits increased $77,792,000 or 19.8% in 1997, compared with increases of
$56,067,000 or 16.7% in 1996 and $19,020,000 or 6.0% during 1995. Total deposit
growth in 1998 is expected to continue but may not increase at the same rate or
in the same categories. The Company is able to attract deposits by providing
interest rates and services competitive with other institutions located in its
market area. The Company does not have any brokered deposits or large
concentrations with any one customer.
54
- -------------------------------------------------------------------------------
Average Deposits 1997 1996 1995
- -------------------------------------------------------------------------------
Average Average Average
(Dollars in thousands) balance Rate balance Rate balance Rate
- -------------------------------------------------------------------------------
Demand, noninterest-bearing $134,943 - $109,615 - $95,824 -
Demand, interest-bearing 85,769 0.99% 77,306 1.09% 87,916 1.71%
Savings and money market 169,577 2.86% 168,553 2.77% 140,209 2.79%
Time certificates 214,664 5.43% 146,359 5.32% 108,026 5.10%
- -------------------------------------------------------------------------------
The table above sets forth information for the last three fiscal years regarding
the Company's average deposits and the average rates paid on each of the deposit
categories.
The remaining maturities of the Company's certificates of deposit, including
public funds, in amounts of $100,000 or more as of December 31, 1997, are
indicated in the table below. Interest expense on these certificates of deposit
totaled $6,244,000 in 1997.
- ------------------------------------------------------------------------------
(In thousands) 1997
- ------------------------------------------------------------------------------
Three month or less $49,733
Over three through six months 32,375
Over six through twelve months 33,432
Over twelve months 1,869
- ------------------------------------------------------------------------------
Total $117,409
==============================================================================
Branch Purchase On November 20, 1997, First National Bank purchased certain
assets and assumed certain liabilities of the Soledad branch of Bank of America,
NT & SA. As a result of this transaction, First National assumed $24,694,000 in
deposit liabilities and received $21,449,000 of cash and tangible assets of
$1,144,000. The transaction resulted in an intangible asset of $2,076,000,
representing the excess of liabilities assumed over the fair value of tangible
assets acquired.
Noninterest Income Total noninterest income increased in 1997 to $3,356,000 from
$3,160,000 in 1996. The increase was primarily due to a $187,000 increase in
service charges and an increase in gains on sales of securities of $57,000
partially offset by a decrease in other income of $43,000. Noninterest income
also increased in 1996 by $177,000 as a result of an increase in other income of
$181,000 partially offset by a decrease in gains on sales of loans of $64,000.
55
Noninterest Expense In 1997, total other operating expenses decreased 8.1% to
$20,884,000, after an increase of $3,375,000 or 17.4% in 1996. Of the $3,375,000
increase in 1996, $1,972,000 was attributable to merger-related expenses. These
costs were primarily within the categories of salaries and benefits, equipment
expense, and legal and professional expenses. Salaries and benefits expense in
1997 decreased $549,000 or 4.6% compared to an increase of $1,875,000 or 18.8%
in 1996. The decrease in salaries and benefits during 1997 was mainly the result
of consolidation of all back-office operations following the merger with South
Valley Bancorporation in 1996. The increase in 1996 over 1995 was primarily due
to the severance costs related to the merger as well as normal salary increases.
As a percentage of average earning assets, salaries and benefits were 1.8% in
1997 compared to 2.3% for 1996 and 1995. The Company employed 285 full-time
equivalent employees at year-end 1997.
Occupancy expense increased $215,000 or 10.2% in 1997 compared to an increase of
$152,000 or 7.8% in 1996. The increases in 1997 and 1996 were due primarily to
the expansion of the Salinas office of First National Bank in 1996, the leasing
of additional space to house the Loan Administration center in 1997, and normal
rental rate increases.
All other operating expenses totaled $7,243,000 in 1997 compared to $8,752,000
in 1996, a decrease of $1,509,000 or 17.2%. This decrease was mainly due to
merger-related expenses for data processing and legal and professional fees
which were incurred in 1996. In 1996, other operating expense increased by
$1,348,000 or 18.2% over 1995, again, the result of merger-related costs in
1996. The major components of other expenses in dollars and as a percentage of
average earning assets are as indicated in the table below.
- -------------------------------------------------------------------------------------------------------------
Other Expenses 1997 1996 1995
- -------------------------------------------------------------------------------------------------------------
Percentage Percentage Percentage
of average of average of average
(Dollars in thousands) Amount earning assets Amount earning assets Amount earning assets
- -------------------------------------------------------------------------------------------------------------
Salaries and benefits $11,315 1.83% $11,864 2.34% $9,989 2.29%
Occupancy 2,326 0.38% 2,111 0.42% 1,959 0.45%
Equipment 1,755 0.29% 2,577 0.51% 1,943 0.45%
Advertising and promotion 864 0.14% 710 0.14% 659 0.15%
Forms and supplies 767 0.12% 563 0.11% 508 0.12%
Legal and professional fees 1,185 0.19% 1,946 0.38% 823 0.19%
Assessments 222 0.04% 147 0.03% 572 0.13%
Other 2,450 0.40% 2,809 0.56% 2,899 0.65%
- -------------------------------------------------------------------------------------------------------------
Total $20,884 3.39% $22,727 4.49% $19,352 4.43%
=============================================================================================================
Year 2000
During 1997, the Company began the implementation of its Year 2000 Plan. The
Year 2000 problem, also known as the "Millenium Bug" was created when software
engineers, in an attempt to save processing speed and hard disk storage, decided
to create a two-digit year field within a date field instead of four. This was
done to save on disk space and to maximize processing speed. The two-digit year
does not allow the software to determine if '00' is the year 1900 or 2000. The
year 2000 issue is very pervasive and complex as virtually every computer
operation will be affected in some way by the rollover of the date from 1999 to
2000.
56
The Company is using both internal and external resources to identify, correct
or reprogram and test the systems for year 2000 compliance. It is anticipated
that all reprogramming efforts or system changes will be complete by December
31, 1998, allowing adequate time for testing. To date, confirmations have been
received from the Company's primary processing vendors that their systems are
year 2000 compliant. Based on a preliminary study, the Company expects to spend
approximately $150,000 over the next two years to modify and test its computer
systems to allow for transactions in the year 2000 and beyond. The amount
expensed in 1997 was not significant.
Income Taxes
The provision for income taxes was $6,635,000 in 1997, compared to $4,348,000 in
1996 and $4,200,000 in 1995. The Company's effective tax rate for 1997 was
39.5%, compared with 41.9% for 1996, and 38.9% for 1995. The increased effective
tax rate in 1996 was due to the fact that a majority of the merger-related costs
were not tax-deductible.
Capital
Shareholders' equity increased $8,912,000 or 14.0% in 1997. The increase was
primarily a result of retention of the Company's 1997 net income and the
exercise of stock options, offset in part by a repurchase of outstanding shares
and a total cash dividend of $0.66 per share paid during 1997. The Company
regularly assesses future capital needs so that it will remain in compliance
with the capital adequacy guidelines issued by the Federal Reserve Board for
bank holding companies and by the Office of the Comptroller of the Currency (the
"OCC") for national banks. The Company's operating plan for 1998 contemplates
continued growth in shareholders' equity through the retention of net income.
The Company and the Subsidiary Banks are subject to the guidelines and
regulations of the Federal Reserve Board and the Comptroller, respectively,
governing capital adequacy. The Federal Reserve Board has established final
risk-based and leverage capital guidelines for bank holding companies which are
the same as the Comptroller's capital regulations for national banks.
57
The Federal Reserve Board capital guidelines for bank holding companies and the
OCC's regulations for national banks set total capital requirements and define
capital in terms of "core capital elements" (comprising Tier 1 capital) and
"supplemental capital elements" (comprising Tier 2 capital). Tier 1 capital is
generally defined as the sum of the core capital elements less goodwill. The
following items are defined as core capital elements: common stockholders'
equity, qualifying noncumulative perpetual preferred stock, and minority
interests in the equity accounts of consolidated subsidiaries. Supplementary
capital elements include: allowance for loan and lease losses (which cannot
exceed 1.25% of an institution's risk weighted assets), perpetual preferred
stock not qualifying as core capital, hybrid capital instruments and mandatory
convertible debt instruments, and term subordinated debt and intermediate-term
preferred stock. The maximum amount of supplemental capital elements which
qualifies as Tier 2 capital is limited to 100% of Tier 1 capital, net of
goodwill.
Risk-based capital ratios are calculated with reference to risk-weighted assets,
including both on and off-balance sheet exposures, which are multiplied by
certain risk weights assigned by the Federal Reserve Board or the OCC to those
assets. Both bank holding companies and national banks are required to maintain
a minimum ratio of qualifying total capital to risk-weighted assets of 8%, at
least one-half of which must be in the form of Tier 1 capital. There are
presently four risk-weight categories: 0% for cash and unconditionally
guaranteed government securities; 20% for conditionally guaranteed government
securities; 50% for performing residential real estate loans secured by first
liens; and 100% for commercial loans.
The federal banking agencies have issued a joint advance notice of proposed
rulemaking to solicit comments on a framework for revising their risk-based
capital guidelines to take account of interest rate risk. As required by the
Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), the
notice seeks comment on a proposed method of incorporating an interest rate risk
component into the current risk-based capital guidelines, with the goal of
ensuring that institutions with high levels of interest rate risk have
sufficient capital to cover their exposures. Interest rate risk is a measure of
the relationship between a change in market interest rates and the resultant
change in net interest income due to the repricing and/or maturity
characteristics of the assets and liabilities of the Company. As financial
intermediaries, depository institutions accept interest rate risk as a normal
part of their business. They assume this risk whenever the interest rate
sensitivity of their assets does not match the sensitivity of their liabilities
or off balance sheet positions. Thus, when interest-sensitive assets and
liabilities reprice at mismatched intervals, an increase or decrease in interest
rates will affect net interest income. Under the proposal, interest rate risk
exposures would be quantified by weighing assets, liabilities and off-balance
sheet items by risk factors which approximate sensitivity to interest rate
fluctuations. Institutions identified as having an interest rate risk exposure
greater than a defined threshold would be required to allocate additional
capital to support this higher risk. The capital to be allocated would be a
dollar amount equal to the percentage by which the risk exceeds the defined
threshold multiplied by the institution's total assets. Higher individual
capital allocations could be required by the bank regulators based on
supervisory concerns.
Federal banking agencies have solicited comments on this proposal but have not
yet proposed regulations to implement any interest rate risk component into the
risk-based capital guidelines.
58
Accordingly, the ultimate impact on the Subsidiary Banks and the Company of a
final regulation in this area cannot be predicted at this time.
Leverage Capital Guidelines
The Federal Reserve Board and the OCC have established a minimum leverage ratio
of 3% Tier 1 capital to total assets for bank holding companies and national
banks that have received the highest composite regulatory rating and are not
anticipating or experiencing any significant growth. All other institutions will
be required to maintain a leverage ratio of at least 100 to 200 basis points
above the 3% minimum.
Set forth below are the Company's and the Subsidiary Banks' risk-based and
leverage capital ratios as of December 31, 1997:
- ---------------------------------------------------------------------------------------------------
Risk Based Capital Ratio
As of December 31, 1997
- ---------------------------------------------------------------------------------------------------
Company South Valley First National
(Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
- ------------------------------------------------------------------------------------- -------------
Tier 1 capital $68,925 13.58% $17,592 11.71% $44,601 12.81%
Tier 1 capital minimum
requirement 20,295 4.00% 6,009 4.00% 13,929 4.00%
- ---------------------------------------------------------------------------------------------------
Excess 48,630 9.58% 11,583 7.71% 30,672 8.81%
===================================================================================== =============
Total capital 73,191 14.43% 19,337 12.87% 47,116 13.53%
Total capital minimum
requirement 40,589 8.00% 12,017 8.00% 27,858 8.00%
- ------------------------------------------------------------------------------------- -------------
Excess 32,602 6.43% 7,320 4.87% 19,258 5.53%
===================================================================================== =============
Risk-adjusted assets $507,363 $150,216 $348,220
===================================================================================== =============
As indicated in the table on the previous page, the Company's capital ratios
significantly exceeded the minimum capital levels required by current federal
regulations. Management believes that the Company and the Subsidiary Banks will
continue to meet their respective minimum capital requirements in the
foreseeable future.
- ----------------------------------------------------------------------------------------------------------
Leverage Capital Ratio
As of December 31, 1997
- ----------------------------------------------------------------------------------------------------------
Company South Valley First National
(Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
- ----------------------------------------------------------------------------------------------------------
Tier 1 capital to quarterly
average total assets
(leverage ratio) $68,925 9.17% $17,592 8.03% $44,601 8.49%
Minimum leverage requirement 22,543 to 3.00% to 6,575 to 3.00% to 15,761 to 3.00% to
37,572 5.00% 10,958 5.00% 26,268 5.00%
- ----------------------------------------------------------------------------------------------------------
Excess 31,353 to 4.17% to 6,634 to 3.03% to 18,333 to 3.49% to
46,382 6.17% 11,017 5.03% 28,840 5.49%
==========================================================================================================
Total quarterly average assets $751,439 $219,168 $525,357
==========================================================================================================
59
Federal banking laws impose restrictions upon the amount of dividends the
Subsidiary Banks may declare to the Holding Company (see Note 14 to the
accompanying consolidated financial statements). Federal laws also impose
restrictions upon the amount of loans or advances that the Subsidiary Banks may
extend to the Holding Company. In management's opinion, these do not affect the
ability of the Company to meet its cash obligations.
Liquidity
Liquidity represents the ability of the Company to meet the requirements of
customer borrowing needs as well as fluctuations in deposit flows.
The Company's principal sources of asset liquidity are cash and due from banks,
time deposits with other financial institutions, federal funds sold, short-term
investments, and marketable investment securities. As of December 31, 1997 these
sources represented $306,850,000 or 44.9% of total deposits, compared to 37.0%
in 1996 and 44.1% in 1995. The decrease in 1996 reflects the growth within the
loan portfolio of which a small portion was funded by maturities in the
investment portfolio. Other sources of asset liquidity are maturing loans and
borrowing lines of approximately $51,000,000 with primary correspondent banks.
There were no borrowings outstanding under these lines as of December 31, 1997.
The Company guarantees the obligations or performance of its customers by
issuing standby letters of credit to a third party. These standby letters of
credit are frequently issued in support of third-party obligations, such as
retail company transactions and travel agency issuances.
The risk involved in issuing standby letters of credit is essentially the same
as the credit risk in extending loans to customers, and they are subject to the
same credit origination, maintenance, and management procedures in effect to
monitor other credit products. As of December 31, 1997 and 1996, outstanding
standby letters of credit totaled $4,193,000 and $4,994,000, respectively. The
Company does not offer or engage in any other off-balance sheet products such as
commitments to purchase and sell foreign exchange, interest rate or currency
swaps, or financial futures and options.
In the opinion of management, there are sufficient resources to meet the
liquidity needs of the Company at present and projected future levels.
60
Effects of Changing Prices
The most direct effect of inflation is higher interest rates. However, the
Company's earnings are not necessarily dependent on the absolute level of
interest rates. Instead, earnings are affected by the spread between the yield
on loans and investments and the cost of deposits and borrowing money. Another
effect of inflation is upward pressure of the Company's operating expenses. It
is management's opinion that the effects of inflation on the consolidated
financial statements have not been material.
Quantitative and Qualitative Disclosures about Market Risk
The Company's success is largely dependent upon its ability to manage interest
rate risk. Interest rate risk can be defined as the exposure of the Company's
net interest income to adverse movements in interest rates. Although the Company
manages other risks, as in credit and liquidity risk, in the normal course of
its business, management considers interest rate risk to be its most significant
market risk and could potentially have the largest material effect on the
Company's financial condition. The primary objective of the asset/liability
management process is to measure the effect of changing interest rates on net
interest income and market value and adjust the balance sheet (if necessary) to
minimize the inherent risk and maximize income. The Company's exposure to market
risk and interest rate risk is reviewed on a regular basis by the
Asset/Liability Committee. Tools used by management include a modified GAP
report and an asset/liability simulation model. Management believes that the
Company's market risk and interest rate risk profiles are within reasonable
tolerances at this time.
A derivative financial instrument includes futures, forward contracts,
interest rate swaps, option contracts, and other financial instruments with
similar characteristics. The Company currently does not enter into futures,
forwards, swaps, or options. The Company is however, party to financial
instruments with off-balance sheet risk in the normal course of business to meet
the financing needs of its customers. These instruments include commitments to
extend credit and standby letters of credit. These instruments involve to
varying degrees, elements of credit and interest rate risk in excess of the
amount recognized in the consolidated statement of condition. Commitments to
extend credit are agreements to lend to a customer as long as there is no
violation of any condition established in the contract. Commitments generally
have fixed expiration dates and may require collateral from the borrower if
deemed necessary by the Company. Standby letters of credit are conditional
commitments issued by the Subsidiary Banks to guarantee the performance of a
customer to a third party up to a stipulated amount and with specified terms and
conditions. Commitments to extend credit and standby letters of credit are not
recorded on the Company's consolidated balance sheet until the instrument is
exercised.
The table on the following page represents the change in the Company's
Market Value of Portfolio Equity (MVPE) at December 31, 1997 in the event of a
sudden and sustained change in interest rates as presented. MVPE is defined as
the fair value of assets less the fair value of liabilities on the Company's
consolidated balance sheet.
61
(Dollars in thousands) Market value of
Change in interest rates portfolio equity $ Change % Change
- ---------------------------------------------------------------------------
200 Basis points rise $90,811 $755 0.84%
100 Basis points rise 90,434 378 0.42%
Base scenario 90,056 - 0.00%
100 Basis points decline 88,950 (1,107) (1.23%)
200 Basis points decline 87,873 (2,213) (2.46%)
62
PACIFIC CAPITAL BANCORP STOCK ACTIVITY
The common stock of the Company is listed on the NASDAQ National Market under
the symbol PABN. This listing became effective on November 20, 1996. Prior to
that date, the Company's common stock was listed on the OTC Bulletin Board.
The high and low prices listed below reflect actual trades which occurred in the
specified time frames listed. Three brokerage firms effect transactions in the
Company's stock: Van Kasper & Co., Sandler O'Neill Partners, L.P.; and Hoefer &
Arnett, Inc.
According to the Company's records, there were 2,063 shareholders as of
September 10, 1996. In 1997 the Company paid four cash dividends of $0.165 per
share to holders of record on March 14, June 16, September 15, and November 17,
payable on March 31, June 30, September 30, and December 1, 1996, respectively.
The Company also paid a five percent (5%) stock dividend payable to shareholders
of record as of December 1, 1997.
For information regarding restrictions on the payment of dividends see Note 14
to the accompanying consolidated financial Statements.
- --------------------------------------------------------------------------------
Ranges of Common Stock Prices
- --------------------------------------------------------------------------------
1997
- --------------------------------------------------------------------------------
Quarter Low High
- -------------------------------------------------------------------------------
First $23.10 $27.62
Second 27.02 33.93
Third 30.60 33.10
Fourth 32.74 44.25
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1996
- --------------------------------------------------------------------------------
Quarter Low High
- -------------------------------------------------------------------------------
First $24.05 $28.09
Second 25.47 27.63
Third 24.77 26.67
Fourth 25.38 27.63
- -------------------------------------------------------------------------------
63
The Corporation
The Company is a California corporation and bank holding company that was
incorporated on January 26, 1983. First National and South Valley, wholly owned
subsidiaries of the Company, commenced operations in 1984 and 1983,
respectively.
First National and South Valley are nationally chartered commercial banks
serving Monterey, Santa Cruz, Santa Clara and San Benito Counties and
surrounding areas in California.
Registrar & Transfer Agent Form 10-K
First National Bank of South Valley -------------------------- ----------------------------
Central California National Bank ChaseMellon Shareholder A Copy of the Company's
Banking Offices Banking Offices Services Form 10-K as filed with the
- ----------------------------- ----------------------------- Overpeck Centre Securities and Exchange
1001 South Main Street 500 Tennant Station 85 Challenger Road Commission is available,
Salinas, California Morgan Hill, California Ridgefield Park, NJ without charge, upon
93902-1786 95037 07660 written request.
(408) 757-4900 (408) 778-1510 Please direct requests to:
495 Washington Street 8000 Santa Teresa Blvd. Market Makers Dennis A. DeCius
Monterey, California Gilroy, California Hoefer & Arnett, Inc. Executive Vice President
93942-2718 95020 353 Sacramento Street Chief Financial Officer
(408) 373-4900 (408) 848-2161 Tenth Floor Pacific Capital Bancorp
San Francisco, California P.O. Box 1786
307 Main Street 1730 Airline Highway 94111 Salinas, California
Salinas, California Hollister, California 93902-1786
93902-1786 95023 Sandler O'Neill Partners,
(408) 757-4900 (408) 636-5581 LP
2 World Trade Center Corporate Counsel
104th Floor Preston, Gates & Ellis LLP
655 Main Street 301 Third Street New York, New York One Maritime Plaza
Watsonville, California San Juan Bautista, Ca. 10048 Suite 2400
95077-1540 95045 San Francisco, California
(408) 728-2265 (408) 623-4590 Van Kasper & Co. 94111
600 California Street
26380 Carmel Rancho Lane Suite 1700 Certified Public
Carmel, California San Francisco, California Accountants
93922-2017 94108 KPMG Peat Marwick LLP
(408) 626-2900 500 East Middlefield Road
Mountain View, California
695 Front Street 94043
Soledad, California
93960
(408) 678-2609
64
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant had duly caused this report to be signed on
its behalf of the undersigned, thereunto duly authorized.
Date: March 25, 1998 PACIFIC CAPITAL BANCORP
-------------------------------------
By: /S/ Clayton C. Larson
CLAYTON C. LARSON
President
/S/ Charles E. Bancroft Date: March 25, 1998
- --------------------------------------------
Charles E. Bancroft,
Director
/S/ Dennis A. DeCius Date: March 25, 1998
- --------------------------------------------
Dennis A. DeCius
Executive Vice President
and Chief Financial Officer
(principal financial officer and principal accounting officer)
/S/ Gene DiCicco Date: March 25, 1998
- --------------------------------------------
Gene DiCicco,
Director
/S/ Lewis L. Fenton Date: March 25, 1998
- --------------------------------------------
Lewis L. Fenton,
Director
65
/S/ James L. Gattis Date: March 25, 1998
- --------------------------------------------
James L. Gattis,
Director and Secretary
/S/ Hubert W. Hudson Date: March 25, 1998
- --------------------------------------------
Hubert W. Hudson,
Director
/S/ William H. Pope Date: March 25, 1998
- --------------------------------------------
William H. Pope,
Director
/S/ William J. Keller Date: March 25, 1998
- --------------------------------------------
William J. Keller,
Director
/S/ Eugene R.Guglielmo Date: March 25, 1998
-------------------------------------------
Eugene R. Guglielmo,
Director
/S/ Roger C. Knopf Date: March 25, 1998
- --------------------------------------------
Roger C. Knopf,
Director
/S/ Clayton C. Larson Date: March 25, 1998
- --------------------------------------------
Clayton C. Larson,
President and Director
/S/ William S. McAfee Date: March 25, 1998
- --------------------------------------------
William S. McAfee,
Director
66
/S/ Robert B. Sheppard Date: March 25, 1998
- --------------------------------------------
Robert B. Sheppard,
Director
/S/ Mary Lou Rawitser Date: March 25, 1998
- --------------------------------------------
Mary Lou Rawitser,
Director
67
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
3.1 Articles of incorporation of the Company as amended. 1/ (*)
3.2 Bylaws of Company as amended. 2/ (*)
10.1 Lease -- 601 Abrego Street, Monterey, Premises. 3/ (*)
10.2 Lease for 1001 South Main Street, Salinas, Banking office. 2/ (*)
10.3 Lease dated December 15, 1988 by and between the Bank (*)
and James L. Gattis for 307 Main Street, Salinas Old
Town Office. 2/
10.4 Lease dated May 1, 1985 by and between the Bank (*)
and Pacific Capital Bancorp. 4/
10.5 Pacific Capital Bancorp Employee Stock Ownership (*)
Plan and Trust Agreement. 5/
10.6 Master Equipment Lease Agreement between Bank and (*)
Parker North American Corporation. 5/
10.7 Lease dated September 22, 1986 between (*)
Bank and The Saunders Company. 5/
*/ Not Applicable.
- ---------------------------------------------------------------------------
1/ Filed as Exhibits 3.1, 10.21 and 10.32, respectively, to the Company's
Annual Report on Form 10-K (File No. 0-13528) for the fiscal year ended
December 31, 1988, which are incorporated by reference.
2/ Filed as Exhibits 3.2 and 10.17, respectively, to the Company's Annual
Report on Form 10-K (File No. 2-87513) for the fiscal year ended
December 31, 1984, which are incorporated by reference.
3/ Filed as Exhibit to the Company's Registration Statement on Form S-18
(Registration No. 2-87513), which is incorporated by reference.
4/ Filed as Exhibit 10.20 to the Company's Annual Report on Form 10-K
(File No. 0-13528) for the fiscal year ended December 31, 1985, which
is incorporated by reference.
5/ Filed as Exhibits 10.24 through 10.26, respectively, to Company's
Annual Report on Form 10-K (File No. 0-13528) for the fiscal year ended
December 31, 1986, which are incorporated by reference.
68
Exhibit Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
10.8 Matrix Funding Corporation Master Lease Agreement. 1/ (*)
10.9 Lease dated January 24, 1989 by and between First (*)
National Bank of Monterey County and
Stanley R. Haynes. 6/
10.13 Amendment No. One to Pacific Capital Bancorp (*)
Employee Stock Ownership Plan. 2/
10.14 Amendment No. Two to Pacific Capital Bancorp (*)
Employee Stock Ownership Plan. 7/
10.15 Amendment No. Three to Pacific Capital Bancorp (*)
Employee Stock Ownership Plan. 7/
10.16 Lease dated August 10, 1990 by and between
the (*) Trustees of the Stanley Family Trust
and Pacific Capital Bancorp for Carmel Office. 7/
10.17 Assignment of Lease dated November 1, 1990 by and (*)
between Pacific Capital Bancorp and First National
Bank of Monterey-County for Carmel Office. 7/
10.18 Lease dated November 12, 1990 by and between (*)
First National Bank of Monterey County and Carmel
Monterey Travel for Premises located at 601 Abrego
Street, Monterey, California. 7/
10.19 Prunetree Shopping Center Lease dated June 28, 1988 (*)
by and between Dennis R. Keith and Pajaro
Valley Bancorporation. 7/
- -------------
6/ Filed as Exhibits 10.20 through 10.24, respectively, to the Company's
Annual Report on Form 10-K (File No. 0-13528) for the fiscal year ended
December 31, 1989, which are incorporated by reference.
7/ Filed as Exhibits 10.25 through 10.32 to the Company's Annual Report on
Form 10-K (File No. 0-13528) for the fiscal year ended December 31,
1990, which are incorporated by reference.
69
Exhibit Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
10.20 Lease dated June 21, 1990 by and between Saucito (*)
Land Co. and First National Bank of Monterey County. 7/
10.22 Amendment No. Four to Pacific Capital Bancorp (*)
Employee Stock Ownership Plan. 8/
10.23 Amendment dated May 20, 1991 to Lease dated (*)
December 15, 1988 by and between the Bank and
James L. Gattis for 307 Main Street, Salinas
Old Town Office. 8/
10.24 Pacific Capital Bancorp Directors' Stock Option Plan (*)
and Form of Stock Option Agreement. 8/
10.26 Pacific Capital Bancorp 1984 Stock Option Plan (*)
and Forms of Agreements as amended to date. 8/
10.30 Business Recovery Services Agreement dated (*)
September 30, 1991 by and between Bank and
J.D.B. & Associates, Inc. 8/
10.31 Consolidated Agreement dated December 17, 1991 by and (*)
between Bank and Unisys with Equipment Sale Agreement,
Software License Agreement and Product License Agreement
by and between Bank and information Technology, Inc. 8/
10.32 Fidelity and Deposit Company of Maryland Directors and (*)
Officers Liability Insurance Policy including Bank
Reimbursement. 8/
10.33 Fidelity and Deposit Company of Maryland (*)
Financial Institution Bond. 8/
10.34 Lease dated January 28, 1993 by and between J.W. (*)
and R.W. McClellan, Partners, and First National
Bank of Central California. 9/
10.35 Exercise of Lease Option as of September 19, 1992 (*)
by and between First National Bank of Central
California and James L. Gattis. 9/
- -------------------
8/ Filed as Exhibits 10.23 through 10.34 to the Company's Annual Report on
Form 10-K (File No. 0-13528) for the fiscal year ended December 31,
1991, which are incorporated by reference.
9/ Filed as exhibits to the Company's Annual Report on Form 10-K (File No.
0-13528) for the fiscal year ended December 31, 1993, which are
incorporated by reference.
70
Exhibit Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
10.37 Lease dated November 18, 1993 by and between (*)
Hazel Graven and Vines Stewart and First
National Bank of Central California. 10/
10.38 Software License Agreement for Platform (*)
Transfer Module and Interface dated September
15, 1993 by and between First National Bank of
Central California and Information Technology, Inc. 10/
10.39 Equipment Sale Agreement dated December 16, 1993 by and (*)
between First National Bank of Central California and
Information Technology, Inc. 10/
10.40 Asset/Liability Management Software Agreement dated (*)
December 31, 1993 by and between First National Bank of
Central California and Profitstar, Inc. 10/
10.41 Applications dated December 28, 1993 by First (*)
National Bank of Central California to become a member
of the California Bankers Clearing House Association. 10/
10.42 Consolidated Agreement for the purchase of computer (*)
hardware dated December 20, 1993 by and between
First National Bank of Central California and
Unisys Corporation. 10/
10.46 Amended Pacific Capital Bancorp 1994 Stock Option Plan (*)
and Form of Incentive and Non-Qualified Stock
Option Agreements. 9/
10.47 Amendment No. Five to Pacific Capital Bancorp Employee (*)
Stock Ownership Plan and Trust. 10/
10.48 Pacific Capital Bancorp 401(k) Profit Sharing Plan. 10/ (*)
10.49 Equipment Sale Agreement dated March 22, 1995, by and (*)
between First National Bank of Central California and
Information Technology, Inc. 11/
10.50 Equipment Sale Agreement dated February 2, 1996, by and (*)
between First National Bank of Central California and
Information Technology, Inc. 11/
- --------------
9/ Filed as Exhibits to the Company's Registration Statement on Form S-8
(File No. 33-83848) as filed on September 8, 1994, and Amendment No. 1
to Form S-8 as filed on November 15, 1994.
10/ Filed as exhibits to the Company's Annual Report on Form 10-K (File No.
0-13528) for the fiscal year ended December 31, 1994, which are
incorporated by reference.
11/ Filed as exhibits to the Company's Annual Report on Form 10-K (File No.
0-13528) for the fiscal year ended December 31, 1995, which are
incorporated by reference.
71
Exhibit Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
10.51 Standard Form of Agreement between Owner (Pacific (*)
Capital Bancorp) and Contractor (Daniels & House
Construction Co.) for the renovation of existing
building and construction of new addition for
First National Bank of Central California at
1001 S. Main Street, Salinas, CA, 93901, dated
June 15, 1995. 11/
10.52 Employee Welfare Benefit Plan Agreement dated (*)
January 1, 1995, between Pacific Capital Bancorp and
Great-West Life & Annuity Insurance Co. 11/
10.53 Lease Agreement dated October 29, 1996 by and between (*)
James L. Gattis and Pacific Capital Bancorp for
property located at 517 S. Main Street, Salinas 12/
10.57 Employment Agreement dated November 20, 1996 between South (*)
Valley National Bank and Brad L. Smith 12/
10.58 Employment Agreement dated August 26, 1997 between Pacific (*)
Capital Bancorp and Clayton C. Larson 13/
10.59 Employment Agreement dated August 26, 1997 between Pacific (*)
Capital Bancorp and D. Vernon Horton 13/
10.60 Employment Agreement dated August 26, 1997 between Pacific (*)
Capital Bancorp and Dennis A. DeCius 13/
10.61 Employment Agreement dated August 26, 1997 between Pacific (*)
Capital Bancorp and Dale R. Diederick 13/
- --------------
11/ Filed as exhibits to the Company's Annual Report on Form 10-K (File No.
0-13528) for the fiscal year ended December 31, 1995, which are
incorporated by reference.
12/ Filed as exhibits to the Company's Annual Report on Form 10-K (File No.
0-13528) for the fiscal year ended December 31, 1996, which are
incorporated by reference.
13/ Filed as exhibits to the Company's Quarterly Report on Form 10-Q (File
No. 0-13528) for the period ended September 30, 1997 which are
incorporated by reference.
72
Exhibit Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
10.62 Amended and Restated Executive Salary Continuation Agreement (*)
dated September 23, 1997 between Pacific Capital Bancorp and
Clayton C. Larson 13/
10.63 Amended and Restated Executive Salary Continuation Agreement (*)
dated September 23, 1997 between Pacific Capital Bancorp and
D. Vernon Horton 13/
10.64 Amended and Restated Executive Salary Continuation Agreement (*)
dated September 23, 1997 between Pacific Capital Bancorp and
Dennis A. DeCius 13/
10.65 Amended and Restated Executive Salary Continuation Agreement (*)
dated September 23, 1997 between Pacific Capital Bancorp and
Dale R. Diederick 13/
10.66 Purchase and Assumption dated September 18, 1997 between First
76 National Bank of Central California and Bank of America, NT
& SA
13. Pacific Capital Bancorp 1997 Annual Report to Shareholders ---
(parts not incorporated by reference are furnished for
informational purposes only and are not filed herewith).
21. Subsidiaries of the Company 141
23. Opinion of KPMG Peat Marwick LLP 65
24. Consent of KPMG Peat Marwick LLP 66
27. Financial Data Schedule 142
- -----------
13/ Filed as exhibits to the Company's Quarterly Report on Form 10-Q (File
No. 0-13528) for the period ended September 30, 1997 which are
incorporated by reference.
73