EXHIBIT 99.11
QUARTERLY REPORT OF
CAPITOLBANK SACRAMENTO
PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1994
FDIC CERTIFICATE #22260-7
CAPITOLBANK SACRAMENTO
AND SUBSIDIARIES
300 CAPITOL MALL
SACRAMENTO, CALIFORNIA 95814
IRS EMPLOYER IDENTIFICATION NUMBER: 94-2319513
TELEPHONE NUMBER: (916) 449-8300
HAS THE BANK (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OF THE
SECURITIES AND EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS; AND (2) BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS?
YES X NO
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AS OF MARCH 31, 1994, THE BANK HAD 4,080,302 SHARES OF COMMON STOCK WHICH IS ALL
ONE CLASS.
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
PAGE
1. Consolidated Statements of Condition
2. Consolidated Statement of Income (Quarter)
3. Consolidated Statement of Cash Flows
4. Consolidated Statement of Changes in Stockholders' Equity
5. Analysis of Reserve for Loan Losses
6. Computation of Per Share Earnings
ITEM 2. 7. & 8. Management's Discussion and Analysis
ITEM 3. 9. Statements
CAPITOLBANK SACRAMENTO AND SUBSIDIARIES
Consolidated Statement of Condition
(000's Omitted)
March 31, December 31,
1994 1993
--------- ------------
ASSETS
- - ------
Cash and due from banks $ 8,487 $ 6,456
Interest-bearing deposits in banks 199 398
Investment securities 34,494 34,342
Federal funds sold 500 4,820
Loans, net of reserve for loan losses 72,193 74,503
Premises and equipment, net 1,417 1,484
Interest receivable and other assets 1,552 1,390
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TOTAL ASSETS $118,842 $123,393
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LIABILITIES
- - -----------
Deposits:
Demand accounts $ 27,393 $ 28,439
Money market accounts 60,706 63,219
Time and savings accounts 18,472 19,405
-------- --------
Total Deposits 106,571 111,063
Short-term borrowings 2,039 2,734
Other liabilities 410 378
-------- --------
Total liabilities 109,020 114,175
STOCKHOLDERS' EQUITY
- - --------------------
Common stock, par value $1.5625
Authorized--10,000,000 shares
Issued and outstanding--4,080,302 shares
in 1994 and 4,080,302 in 1993 6,375 6,375
Paid in surplus 5,745 5,745
FASB 115 Adjustment 303 0
Undivided Profits (2,601) (2,902)
-------- --------
Total shareholder's equity 9,822 9,218
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDER'S EQUITY $118,842 $123,393
======== ========
CAPITOLBANK SACRAMENTO AND SUBSIDIARIES
Consolidated Statement of Income (Loss)
For Three Months Ended March 31, 1994 and 1993
(000's Omitted)
1994 1993
------ --------
INTEREST INCOME:
Interest and fees on loans $1,801 $1,454
Interest on deposits in other banks 4 43
Interest on federal funds sold 10 43
Interest on investment securities 522 547
------ ------
Total interest income 2,337 2,087
------ ------
INTEREST EXPENSE:
Interest on deposits 582 677
Interest on short-term borrowings 13 11
------ ------
Total interest income 595 688
------ ------
NET INTEREST INCOME 1,742 1,399
Provision for loan losses 70 50
------ ------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 1,672 1,349
------ ------
NON-INTEREST INCOME:
Income from fiduciary activity 185 175
Service charges on deposit accounts 45 34
Other revenue 6 11
------ ------
Total non-interest income 236 220
------ ------
Gains on securities transactions 0 0
NON-INTEREST EXPENSE:
Salaries and related expenses 854 858
Net occupancy 338 350
Other expense 400 434
------ ------
Total non-interest expense 1,592 1,642
INCOME (LOSS) BEFORE INCOME TAXES 316 (72)
Income tax expense (benefit) 15 (1)
------ ------
NET INCOME (LOSS) $ 301 $ (71)
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NET INCOME (LOSS) PER SHARE $0.07 $ (0.02)
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CAPITOLBANK SACRAMENTO AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(000's Omitted)
For the periods ended March 31, 1994 1993
- - ---------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Reconciliation of net income to net cash
provided by operating activities:
Net income $ 301 $ (71)
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for possible loan losses 70 50
Depreciation and amortization 85 98
Net change in operating assets & liabilities:
Interest receivable & other assets (133) 158
Interest payable & other liabilities 32 (73)
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Total adjustments 54 233
Net cash provided by operating activities 355 163
CASH FLOWS FROM INVESTING ACTIVITIES:
FASB 115 Adjustment 303 0
Purchase of investment securities (152) (7,721)
Proceeds from sale or maturity of
investment securities 199 10,412
Loans originated and principal collected, net 2,240 (2,446)
Additions to premises and equipment (18) (7)
Net change in other real estate owned (29) (216)
------- -------
Net cash provided by investing activities 2,543 23
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits (4,492) 3,566
Net increase (decrease) in short-term
borrowings (695) (570)
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Net cash provided by financing activities (5,187) 2,995
------- -------
Increase (decrease) in cash and
cash equivalents (2,289) 3,181
Cash and cash equivalents, at
beginning of year 11,276 5,943
------- -------
Cash and cash equivalents, at end of year $ 8,987 $ 9,124
======= =======
- - ---------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest $ 601 $ 678
Cash paid for taxes $ 0 $ 0
Total gross additions to other real estate $ 99 $ 216
- - ---------------------------------------------------------------------
CAPITOLBANK SACRAMENTO AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
As of March 31, 1994 and 1993
(000's Omitted)
# of Common Paid-in FASB 115 Undivided
Shares Stock Surplus Adjustment Profits Totals
---------------------------------------------------------------------------
Balance, December 31, 1992 4,080 $ 6,375 $ 5,745 $ 0 $ (3,218) $ 8,902
Net Income (Loss) (7) (71)
FASB 115 Adjustment 0 0
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Balance, March 31, 1993 4,080 $ 6,375 $ 5,745 $ 0 $ (3,289) $ 8,831
===========================================================================
# of Common Paid-in FASB 115 Undivided
Shares Stock Surplus Adjustment Profits Total
---------------------------------------------------------------------------
Balance, December 31, 1993 4,080 $ 6,375 $ 5,745 $ 0 $ (2,902) $ 9,218
Net Income (Loss) 301 301
FASB 115 Adjustment 303 303
---------------------------------------------------------------------------
Balance, March 31, 1994 4,080 $ 6,375 $ 5,745 $ 303 (2,601) $ 9,822
===========================================================================
CAPITOLBANK SACRAMENTO AND SUBSIDIARIES
LOAN LOSSES AND RECOVERIES
For Three Months Ended March 31, 1994 and 1993
(000'S OMITTED)
1994 1993
------ ------
Balance end of previous year $1,406 $1,170
Recoveries credited to allowance 9 23
Provision for possible loan losses 70 61
Less: losses charged to allowance 3 11
------ ------
Balance end of current period $1,482 $1,243
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CAPITOLBANK SACRAMENTO AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
For Periods Ended March 31, 1994 and 1993
(000'S OMITTED)
THREE MONTHS
1994 1993
-------- --------
Net Income (Loss) $ 301 $ (71)
====== ======
Weighted Average Common Shares 4,080 4,080
Weighted Average Common Stock Equivalents 0 0
Maximum potential shares included in
per share computation 4,080 4,080
====== ======
Net Income (loss) per share $ 0.07 $ (0.02)
====== ========
MANAGEMENT'S DISCUSSION & ANALYSIS OF OPERATIONS
- - ------------------------------------------------
EARNINGS
- - --------
Income for the month of March, 1994 was $184,000. This brought the first
quarter of 1994 income to $301,000. This compares favorably to the first
quarter of 1993 loss of $71,000. Earnings per share for the first quarter of
1994 was $0.07 versus a loss for the same period of 1993 of $0.02.
There are several reasons for the increase in net income. Foremost among these
is improved net interest income which increased 25% from $1,399,000 to
$1,742,000. The net interest margin also improved on a quarterly comparison
basis. The 1994 margin is 5.75% as opposed to the 1993 margin of 5.24%. An
increase in outstanding loans from $66,000,000 to $72,000,000 with a
corresponding decrease in federal funds sold improved the Bank's net interest
margin.
Continued improvement in the quality of the loan portfolio meant minimal charge-
offs of $3,000 in the first quarter so the addition to the loan loss reserve was
only $70,000 for the first quarter of 1994.
Non-interest expenses dropped $50,000 from $1,642,000 in 1993 to $1,592,000 in
1994. This represents a 3% decrease in these balances. Salaries were slightly
lower ($4,000), occupancy dropped by $12,000 and other expense was $34,000 less
than the previous year. The major components of other expense are:
1st Qtr 1st Qtr
Description 1994 1993
- - ----------- ------- -------
FDIC Assessments $68,758 $69,156
Professional Services 32,544 31,977
Stationery & Supplies 19,855 23,436
Insurance 26,578 22,371
Legal Fees 35,130 21,965
Data Processing 25,654 21,595
Postage 21,384 16,776
Telephone 10,809 13,094
OREO Expense 10,026 11,869
BALANCE SHEET
- - -------------
Total assets dropped by $4,551,000 or 4% for the last three months. This was
primarily due to a $4,492,000 drop in total deposits from December 31, 1993 to
March 31, 1994. This was the reason for the federal funds sold position
dropping from $4,820,000 at December 31, 1993 to $500,000 at March 31, 1994.
The drop in deposits took place in all three categories with demand deposits
going from $28,439,000 to $27,393,000, money market accounts dropping from
$63,219,000 to $60,706,000 and time/savings accounts balance reduced from
$19,405,000 to $18,472,000.
Stockholder's equity was increased by $604,000 for the first quarter which
represents net income for the quarter ($301,000) and the FASB 115 adjustment
($303,000) effective March 31, 1994.
The loan loss reserve was $1,482,000 at March 31, 1994. This represents a 2.0%
reserve to outstanding loans. The loan to deposit ratio was 69% at March 31,
1994. The Bank's primary capital was $11,304,000 or 9.5% at March 31, 1994.
The Bank's core capital ratio was 8.3% at March 31, 1994.
STATEMENTS
ALL NECESSARY ADJUSTMENTS FOR A FAIR STATEMENT OF RESULTS FOR THE QUARTER ENDED
MARCH 31, 1994 HAVE BEEN REFLECTED ON THE FINANCIAL STATEMENTS.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE BANK
HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED.
CAPITOLBANK SACRAMENTO
By /s/ Lawrence D. McGovern
-----------------------------------
Lawrence D. McGovern, Senior Vice
President & Chief Financial Officer
By /s/ William J. Martin
------------------------------------
William J. Martin, President & Chief
Operating Officer