EXHIBIT 99.1 Press Release Dated October 17, 2001 For Information Contact ----------------------- At Greater Bay Bancorp: At Financial Relations Board: David L. Kalkbrenner Christina Carrabino (general information) President and CEO Stephanie Mishra (analyst contact) (650) 614-5767 (415) 986-1591 Steven C. Smith EVP, CAO and CFO (650) 813-8222 FOR IMMEDIATE RELEASE --------------------- GREATER BAY BANCORP REPORTS 16% INCREASE IN THIRD QUARTER 2001 CORE EARNINGS "28% Increase in Core Earnings Year Over Year" PALO ALTO, CA, October 17, 2001 -- Greater Bay Bancorp (Nasdaq: GBBK), a $6.8 billion in assets financial services holding company, today announced results for the third quarter and nine months ended September 30, 2001. Greater Bay Bancorp's CORE EARNINGS, net income excluding nonrecurring warrant income and ----------------------------------------- merger related expenses, for the third quarter of 2001 increased 16% to $21.3 ----------------------- million, or $0.48 per diluted share, compared to $18.3 million, or $0.42 per diluted share, in the third quarter of 2000. Based on CORE EARNINGS for the third quarter of 2001, Greater Bay Bancorp's return on average equity was 21.68%, return on average assets was 1.30% and efficiency ratio was 48.94%, while the third quarter of 2000 core earnings resulted in a return on average equity of 24.14%, return on average assets of 1.61% and an efficiency ratio of 45.03%. For the first nine months of 2001, Greater Bay Bancorp's CORE EARNINGS increased 28% to $63.7 million, or $1.45 per diluted share, compared to $49.7 million, or $1.16 per diluted share, for the first nine months of 2000. Based on CORE EARNINGS for the first nine months of 2001, Greater Bay Bancorp's return on average equity was 23.30%, return on average assets was 1.47% and efficiency ratio was 47.21%, while the first nine months of 2000 core earnings resulted in a return on average equity of 23.25%, return on average assets of 1.57% and an efficiency ratio of 46.69%. For the third quarter of 2001, NET INCOME increased to $21.4 million, or $0.49 per diluted share, compared to net income of $12.9 million, or $0.29 per diluted share, for the third quarter of 2000. Net income for the third quarter of 2001 included $0.1 million in nonrecurring warrant income and zero merger related expenses, compared to $1.6 million in nonrecurring warrant income and $7.0 million in merger related expenses for the third quarter of 2000. For the first nine months of 2001, NET INCOME increased to $64.0 million, or $1.46 per diluted share, compared to net income of $40.6 million, or $0.94 per diluted share for the first nine months of 2000. Net income for the first nine months of 2001 included $0.3 million in nonrecurring warrant income and zero in merger related expenses, compared to $7.1 million in nonrecurring warrant income and $16.2 million in merger related expenses for the first nine months of 2000. At September 30, 2001, Greater Bay Bancorp's total assets were $6.8 billion, an increase of 50% or $2.3 billion from September 30, 2000. Total loans grew 26% to $3.9 billion, an increase of $804.4 million from September 30, 2000, while total deposits increased to $4.3 billion, an increase of 10% or $389.0 million from September 30, 2000. Greater Bay Bancorp's allowance for loan losses was 2.31% of total loans at September 30, 2001 and 2.18% at September 30, 2000, while its ratio of non-performing assets to total assets was 0.32% at September 30, 2001, compared to 0.35% at September 30, 2000. The allowance for loan losses was 418.20% of total non-performing assets at September 30, 2001, compared to 430.84% at September 30, 2000. "Greater Bay Bancorp continues to post excellent operating results, even during this period of a rapidly declining economy," stated David Kalkbrenner, President and Chief Executive Officer of Greater Bay Bancorp. "The dramatic decline in market interest rates has directly impacted the Company's net interest margin and ultimately its net interest income; however, through continued prudent expense management, strategic expense investments and client relationship pricing, we have been able to continue to report quality earnings." Mr. Kalkbrenner continued, "We continue to be vigilant in managing our credit risk during this period of economic uncertainty and the results of that are shown in our strong loan loss reserve position, low non-performing asset ratio and very manageable net charge-off ratio. While our net charge-off ratio is higher than prior years and higher than our original estimates, we are pleased that during this challenging economic environment our relationship portfolios, including commercial business and real estate loans, continue to perform well. Our losses to date have been primarily in our shared national credit portfolio which continues to shrink as a percentage of our total loan portfolio." "Greater Bay Bancorp's lending philosophy has always focused on relationship banking, which we believe allows for substantially better credit risk management than can be attributed to transaction lending institutions," stated Mr. Kalkbrenner. "To date, this has resulted in excellent credit metrics in our portfolio. While we are pleased with the results, we continue to actively monitor all segments of our portfolio, particularly the real estate segment. The results of our ongoing review indicate that our conservative underwriting standards and strong relationships at the time we funded the term and construction real estate loans, continue to be reflected in the quality of the portfolio. We currently do not see any significant deterioration in this portfolio; however, we recognize that the economic downturn is more severe than many people had anticipated. We will continue to be diligent in our credit management, as well as new business underwriting, but we are pleased that our core earnings supplemented by strong loan loss reserves allowed Greater Bay Bancorp to continue to report quality earnings and build long-term value for our shareholders." The capital ratios of Greater Bay Bancorp and each of its subsidiary banks continue to be above the well-capitalized guidelines established by the bank regulatory agencies. Merger with SJNB Financial Corp. The previously announced merger transaction between Greater Bay Bancorp and SJNB Financial Corp., San Jose, California is anticipated to close on October 23, 2001, subject to receipt of shareholder approvals. Regulatory approval for the merger was received on October 3, 2001. On a pro forma basis, as if this merger had been completed on September 30, 2001, the combined organization would have had $7.5 billion in assets, $4.9 billion in deposits and 42 banking offices covering the entire San Francisco Bay Area. Forward-Looking Information According to Mr. Kalkbrenner, "Based on current information, we believe our previous guidance given for 2001 remains the same except for net charge-offs. Due to the unprecedented slowing in our economy, net charge-offs will be in the range of 55 basis points to 65 basis points for this year. Even with the higher net loan charge-offs and substantial net interest margin compression, Greater Bay remains comfortable with full year 2001 First Call analyst consensus estimates of $1.92 to $1.93 per share, before the merger with SJNB. These --------------------------- excellent operating results are expected to once again place Greater Bay in the top 10% of its peer group when judged on the financial performance metrics of return on equity, earnings per share and asset growth." Looking forward to 2002, Mr. Kalkbrenner commented, "Greater Bay's overriding performance goal is to continue to be in the top echelon of its peer group bank competitors. Like most banks, we will also be impacted by the turbulent economic environment but firmly believe our results will once again place Greater Bay in the top group of performers for 2002, based on currently available mid-cap bank analysts' estimates. We anticipate earnings growth of 11% to 17% with return on equity being in excess of 20%. For a detailed review of our 2002 performance goals, please review our Form 8-K which we filed today with the SEC." Subsequent Events Greater Bay Bancorp is currently in the process of establishing a real estate investment Trust ("REIT") that will allow for flexibility in raising capital, while also providing for a one-time capital gains tax loss carryback and a one-time reduction in income tax expense. It is anticipated that the REIT will be fully operational late in the fourth quarter of 2001 or early in the first quarter of 2002. The impact on the Company's results of operations in establishing the REIT is estimated to be a one-time reduction in income tax expense of approximately $10 million to $12 million. Given the economic uncertainty in the US economy, this one time benefit can be used either to increase capital or, alternatively, to bolster balance sheet reserves. Greater Bay Bancorp through its ten subsidiary banks, Bank of Petaluma, Bank of Santa Clara, Bay Area Bank, Bay Bank of Commerce, Coast Commercial Bank, Cupertino National Bank, Golden Gate Bank, Mid-Peninsula Bank, Mt. Diablo National Bank and Peninsula Bank of Commerce, along with its operating divisions, serves clients throughout Silicon Valley, San Francisco, the San Francisco Peninsula, the East Bay Region, the North Bay Region and the Central Coastal Region. Greater Bay Bancorp's third quarter 2001 earnings conference call is scheduled for October 17, 2001 at 8:00 am PDT. Investors have the opportunity to listen to the conference call live on the Internet through Street Events at http://www.streetevents.com. Investors should go to the Street Events Web site --------------------------- 15 minutes prior to the start of the call, as it may be necessary to download audio software to hear the conference call. To do so, investors should click on the Windows Media Player icon and follow directions from there. A replay of the conference call will be available on the Street Events Web site for 30 days and via telephone through October 24, 2001 by dialing (703) 925-2435, passcode 5587068. Greater Bay Bancorp's corporate press releases are available on the Company's Web site at http://www.gbbk.com. ------------------- Safe Harbor Certain matters discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements relate to the Company's current expectations regarding future operating results, growth in loans, deposits and assets, net loan charge-offs, level of loan loss reserves, loan quality, continued success of its Super Community Banking strategy and the strength of the local economy. These forward looking statements are subject to certain risks and uncertainties that could cause the actual results, performance or achievements to differ materially from those expressed, suggested or implied by the forward looking statements. These risks and uncertainties include, but are not limited to: (1) the impact of changes in interest rates, a decline in economic conditions at the international, national and local levels and increased competition among financial service providers on the Company's results of operations, the Company's ability to continue its internal growth at historical rates, the Company's ability to maintain its net interest spread, and the quality of the Company's earning assets; (2) government regulations; (3) the ability to successfully integrate pending mergers and acquisitions; (4) completion of the formation of the REIT; (5) the risks relating to the Company's warrant positions; and (6) the other risks set forth in the Company's reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2000. For investor information on Greater Bay Bancorp at no charge, call our automated shareholder information line at 1-800-PRO-INFO (1-800-776-4636) and enter code GBBK. For international access, dial 1-201-432-6555. -Financial Tables Follow- GREATER BAY BANCORP SEPTEMBER 30, 2001 - FINANCIAL SUMMARY ($ in 000's, except share and per share data) ----------------------------------------------------------------------------------------------------------------------------------- SELECTED CONSOLIDATED FINANCIAL CONDITION DATA: Sept 30 Jun 30 Mar 31 Dec 31 Sept 30 2001 2001 2001 2000 2000 ------------------------------------------------------------------- Cash and Due From Banks $ 212,811 $ 200,271 $ 206,156 $ 270,774 $ 243,207 Investments 2,538,501 2,038,824 1,301,970 1,100,333 1,085,257 Loans: Commercial 1,645,159 1,620,541 1,595,293 1,562,712 1,250,056 Term Real Estate - Commercial 1,177,058 1,041,530 992,777 967,428 890,127 ------------------------------------------------------------------- Total Commercial 2,632,217 2,662,071 2,588,070 2,530,140 2,140,183 Construction 675,527 723,394 701,414 691,912 581,956 Real Estate - Other 226,553 236,927 233,538 176,568 174,997 Consumer and Other 184,458 204,939 216,064 216,459 206,632 Deferred Loan Fees, Net (14,075) (13,759) (13,461) (13,657) (13,440) ------------------------------------------------------------------- Total Loans 3,894,680 3,813,572 3,725,625 3,601,422 3,090,328 Allowance for Loan Losses (90,414) (88,190) (85,914) (84,014) (67,637) ------------------------------------------------------------------- Total Loans, Net 3,804,266 3,725,382 3,639,711 3,517,408 3,022,691 Other Assets 287,946 260,500 258,409 241,863 196,914 ------------------------------------------------------------------- Total Assets $ 6,843,524 $ 6,224,977 $ 5,406,246 $ 5,130,378 $ 4,548,069 =================================================================== Deposits: Demand, Non-Interest Bearing $ 851,708 $ 846,505 $ 897,229 $ 1,003,828 $ 899,496 NOW, MMDA and Savings 2,018,214 2,058,234 2,108,098 2,082,708 2,132,184 Time Certificates, $100,000 and over 593,536 545,043 595,710 571,330 555,158 Other Time Certificates 850,893 866,970 672,593 507,195 338,500 ------------------------------------------------------------------- Total Deposits 4,314,351 4,316,752 4,273,630 4,165,061 3,925,338 ------------------------------------------------------------------- Other Borrowings 1,770,519 1,344,926 572,828 431,228 135,313 Other Liabilities 133,994 92,157 105,922 112,224 87,702 ------------------------------------------------------------------- Total Liabilities 6,218,864 5,753,835 4,952,380 4,708,513 4,148,353 ------------------------------------------------------------------- Trust Preferred Securities 218,000 99,500 99,500 99,500 99,500 Stockholders' Equity 406,660 371,642 354,366 322,365 300,216 ------------------------------------------------------------------- Total Liabilities and Shareholders' Equity $ 6,843,524 $ 6,224,977 $ 5,406,246 $ 5,130,378 $ 4,548,069 =================================================================== Average Quarterly Total Loans, excluding Nonaccrual $ 3,838,288 $ 3,759,151 $ 3,638,946 $ 3,326,505 $ 2,962,402 Average Quarterly Investments $ 2,302,123 $ 1,649,065 $ 1,048,617 $ 1,095,752 $ 1,225,598 Average Quarterly Interest Earning Assets $ 6,140,411 $ 5,408,216 $ 4,687,563 $ 4,422,257 $ 4,188,000 Average Quarterly Interest Bearing Liabilities $ 5,004,378 $ 4,353,948 $ 3,643,025 $ 3,334,513 $ 3,044,342 Average Quarterly Assets $ 6,490,768 $ 5,770,784 $ 5,088,379 $ 4,783,445 $ 4,532,392 Average Quarterly Equity $ 390,017 $ 363,785 $ 340,582 $ 316,331 $ 301,644 Total Regulatory Capital Tier I or Leverage Capital $ 494,374 $ 446,412 $ 431,427 $ 417,847 $ 412,724 Total Capital $ 646,596 $ 507,979 $ 491,675 $ 475,891 $ 462,807 Nonperforming Assets Nonaccrual Loans $ 21,620 $ 7,221 $ 17,874 $ 12,593 $ 14,884 Restructured Loans -- -- -- -- 420 ORFO 259 -- -- -- 395 ------------------------------------------------------------------- Total Nonperforming Assets $ 21,620 $ 7,221 $ 18,133 $ 12,593 $ 15,699 =================================================================== Greater Bay Trust Company Assets $ 672,077 $ 683,306 $ 734,910 $ 773,791 $ 838,659 ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ SELECTED QUARTERLY CONSOLIDATED FINANCIAL CONDITION RATIOS: Sept 30 Jun 30 Mar 31 Dec 31 Sept 30 2001 2001 2001 2000 2000 ------------------------------------------------------------------- Loan to Deposit Ratio 90.27% 88.34% 87.18% 86.47% 78.73% Core Bank Loan to Deposit Ratio (1) 74.15% 72.42% 72.39% 72.44% 71.89% Ratio of Allowance for Loan Losses to: Average Loans 2.34% 2.34% 2.35% 2.52% 2.27% End of Period Loans 2.31% 2.30% 2.30% 2.32% 2.18% Total Nonperforming Assets 418.20% 1221.30% 473.80% 667.15% 430.84% Ratio of Provision for Loan Losses to Average Loans, annualized: 0.81% 1.05% 0.77% 0.75% 1.05% Total Nonperforming Assets to Total Assets 0.32% 0.12% 0.34% 0.25% 0.35% Ratio of Quarterly Net Charge-offs to Average Loans, annualized 0.58% 0.79% 0.59% 0.31% 0.37% Ratio of YTD Net Charge-offs to YTD Average Loans, annualized 0.66% 0.69% 0.59% 0.38% 0.41% Loan Growth, current quarter to prior year quarter 26.03% 34.31% 40.23% 46.13% 37.05% Loan Growth, current quarter to prior quarter, annualized 8.44% 9.47% 13.99% 65.79% 35.17% Loan Growth, YTD annualized 10.89% 11.88% 13.99% 46.13% 33.92% Recurring Revenue Growth, current quarter to prior year quarter 21.73% 24.95% 30.94% 30.59% 34.71% Recurring Revenue Growth, current quarter to prior quarter, annualized 10.20% 18.71% 20.12% 31.93% 21.05% Net Interest Income Growth, current quarter to prior year quarter 21.63% 21.53% 32.06% 40.04% 40.11% Net Interest Income Growth, current quarter to prior quarter, annualized 23.15% 15.11% 5.13% 37.27% 22.88% Average Earning Assets to Average Total Assets 94.60% 93.72% 92.12% 92.45% 92.40% Average Earning Assets to Average Interest-Bearing Liabilities 122.70% 124.21% 128.67% 132.62% 137.57% Capital Ratios: Leverage 7.64% 7.76% 8.52% 8.77% 9.11% Tier 1 Risk Based Capital 9.83% 9.19% 9.14% 9.40% 10.83% Total Risk Based Capital 12.86% 10.46% 10.42% 10.70% 12.14% Risk Weighted Assets $ 5,026,795 $ 4,856,661 $ 4,720,719 $ 4,446,088 $ 3,812,504 Book Value Per Share (2) $ 9.51 $ 8.72 $ 8.33 $ 7.69 $ 7.21 Total Shares Outstanding (2) 42,774,660 42,625,248 42,546,142 41,929,173 41,648,016 --------------- (1) Includes the ten core banking divisions and excludes Matsco, Capco, Pacific Business Funding and Corporate Finance. (2) Prior periods have been restated for the 2 for 1 stock split effective October 4, 2000. Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp, Bank of Santa Clara and Bank of Petaluma on a pooling-of-interests basis. -------------------------------------------------------------------------------- GREATER BAY BANCORP SEPTEMBER 30, 2001 - FINANCIAL SUMMARY ($ in 000's, except share and per share data) ------------------------------------------------------------------------------------------------------------------------------------ SELECTED QUARTERLY CONSOLIDATED OPERATING DATA: Third Second First Fourth Third Quarter Quarter Quarter Quarter Quarter 2001 2001 2001 2000 2000 ------------------------------------------------------------------- Interest Income $ 119,706 $ 111,807 $ 106,694 $ 104,376 $ 96,612 Interest Expense 46,954 43,066 40,448 38,957 36,797 ------------------------------------------------------------------- Net Interest Income Before Provision for Loan Losses 72,752 68,741 66,246 65,419 59,815 Provision for Loan Losses 7,880 9,849 6,928 6,316 7,844 ------------------------------------------------------------------- Net Interest Income After Provision for Loan Losses 64,872 58,892 59,318 59,103 51,971 Other Income: Trust Fees 865 978 886 954 822 Depositor Service Fees 2,192 2,091 2,013 2,034 2,219 ATM Fees 803 766 662 748 817 Loan and International Banking Fees 1,987 2,085 2,541 2,562 2,497 Gain on Sale of Loans 1,684 375 835 312 429 Gain/(loss) on Investments 819 3,944 1,578 21 3 Other Income 1,538 1,588 2,216 1,289 1,288 ------------------------------------------------------------------- 9,888 11,827 10,731 7,920 8,075 Nonrecurring - Warrant Income (2) 77 504 -- 870 2,767 ------------------------------------------------------------------- Total Other Income 9,965 12,331 10,731 8,790 10,842 Operating Expenses: Salaries 16,086 15,188 14,726 14,565 13,022 Benefits 3,594 3,872 3,679 2,884 2,770 ------------------------------------------------------------------- Total Compensation and Benefits (4) 19,680 19,060 18,405 17,449 15,792 Occupancy and Equipment 6,597 6,286 5,863 5,711 5,575 Professional Services & Legal 2,324 1,532 1,387 1,083 1,312 Telephone, postage and supplies 1,232 1,382 1,323 1,295 1,040 Marketing and promotion 1,272 1,272 1,235 1,229 935 Data Processing 948 922 911 757 461 Client Services 548 653 644 563 477 FDIC Insurance and Assessments 406 330 273 356 379 Other Real Estate, Net -- -- -- 5 -- Other Expenses 3,709 3,481 3,091 2,489 2,014 ------------------------------------------------------------------- 36,716 34,918 33,132 30,937 27,985 Trust Preferred Securities (TPS) expense 3,724 2,454 2,458 2,412 2,585 ------------------------------------------------------------------- Total Operating Expenses 40,440 37,372 35,590 33,349 30,570 ------------------------------------------------------------------- Income Before Income Taxes, Merger and Other Related Nonrecurring Costs 34,397 33,851 34,459 34,544 32,243 Income Taxes: Income Tax Expense 13,005 12,491 12,928 12,695 11,173 Nonrecurring Income Tax Expense (2) 32 212 -- 366 1,164 ------------------------------------------------------------------- Total Income Tax Expense 13,037 12,703 12,928 13,061 12,337 Income Before Merger and Other Related Nonrecurring Costs 21,360 21,148 21,531 21,483 19,906 Merger and Other Related Nonrecurring Costs, net of tax (2) -- -- -- 3,533 7,037 ------------------------------------------------------------------- Net Income $ 21,360 $ 21,148 $ 21,531 $ 17,950 $ 12,869 ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ SELECTED QUARTERLY CONSOLIDATED OPERATING RATIOS: Third Second First Fourth Third Quarter Quarter Quarter Quarter Quarter 2001 2001 2001 2000 2000 ------------------------------------------------------------------- Income Per Share (Before Nonrecurring and Merger Items) (2),(3) Basic $ 0.50 $ 0.49 $ 0.51 $ 0.50 $ 0.44 Diluted $ 0.48 $ 0.48 $ 0.49 $ 0.47 $ 0.42 Income Per Share (Before Merger Items) (3) Basic $ 0.50 $ 0.50 $ 0.51 $ 0.51 $ 0.48 Diluted $ 0.49 $ 0.48 $ 0.49 $ 0.48 $ 0.46 Net Income Per Share (3) Basic $ 0.50 $ 0.50 $ 0.51 $ 0.43 $ 0.31 Diluted $ 0.49 $ 0.48 $ 0.49 $ 0.41 $ 0.29 Weighted Average Common Shares Outstanding (3) 42,652,000 42,562,000 42,323,000 41,817,000 41,448,000 Weighted Average Common & Common Equivalent Shares Outstanding (3) 43,983,000 43,685,000 44,175,000 44,319,000 43,676,000 Return on Period Average Assets, annualized (1) 1.30% 1.45% 1.72% 1.74% 1.61% Return on Period Average Equity, annualized (1) 21.68% 23.00% 25.64% 26.38% 24.14% Net Interest Margin - Average Earning Assets (5) 4.70% 5.10% 5.73% 5.89% 5.68% Operating Expense Ratio (Before Nonrecurring and Merger Items) 2.47% 2.60% 2.84% 2.77% 2.68% Operating Expense Ratio (Before Nonrecurring and Merger Items and excluding TPS expense) 2.24% 2.43% 2.64% 2.57% 2.46% Efficiency Ratio (Before Nonrecurring and Merger Items) 48.94% 46.39% 46.23% 45.47% 45.03% Efficiency Ratio (Before Nonrecurring and Merger Items and excluding TPS expense) 44.43% 43.34% 43.04% 42.18% 41.22% ------------------------------------------------------------------------------------------------------------------------------------ -------------------------------------------------------------------------------- (1) Before Nonrecurring and Merger Items of $45 thousand, net of tax, in Q3 2001; $292 thousand, net of tax, in Q2 2001; $3.0 million, net of tax, in Q4 2000 and $5.4 million, net of tax, in Q3 2000. (2) Components of Nonrecurring and Merger Items. Net Income excluding these items is $21,315 for Q3 2001;$20,856 for Q2 2001; $20,979 for Q4 2000 and $18,303 for Q3 2000. (3) Prior periods have been restated for the 2 for 1 stock split effective October 4, 2000. (4) Included Matsco compensation and benefits of $1.4 million in Q3 2001; $1.1 million in Q2 2001; $2.4 million in Q1 2001 and $904,000 in Q4 2000. (5) The Net Interest Margin for Q3 2001 would have been 4.98%, if there was no change in the balance sheet mix. Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp, Bank of Santa Clara and Bank of Petaluma on a pooling-of-interests basis. -------------------------------------------------------------------------------- GREATER BAY BANCORP SEPTEMBER 30, 2001 - FINANCIAL SUMMARY ($ in 000's, except share and per share data) ----------------------------------------------------------------------------------------------------- SELECTED YEAR TO DATE CONSOLIDATED OPERATING DATA: YTD YTD 30-Sep 30-Sep 2001 2000 ------------- ------------- Interest Income $ 338,207 $ 263,987 Interest Expense 130,468 97,447 ------------- ------------- Net Interest Income Before Provision for Loan Losses 207,739 166,540 Provision for Loan Losses 24,657 21,780 ------------- ------------- Net Interest Income After Provision for Loan Losses 183,082 144,760 Other Income: Trust Fees 2,729 2,496 Depositor Service Fees 6,296 6,560 ATM Fees 2,231 2,143 Loan and International Banking Fees 6,613 5,600 Gain on Sale of Loans 2,894 1,878 Gain/(loss) on Investments 6,341 60 Other Income 5,342 5,882 ------------- ------------- 32,446 24,619 Nonrecurring - Warrant Income (2) 581 12,116 ------------- ------------- Total Other Income 33,027 36,735 Operating Expenses: Salaries 46,000 38,513 Benefits 11,145 8,362 ------------- ------------- Total Compensation and Benefits (4) 57,145 46,875 Occupancy and Equipment 18,746 15,977 Professional Services & Legal 5,243 3,621 Telephone, postage and supplies 3,937 3,362 Marketing and promotion 3,779 2,956 Data Processing 2,781 1,375 Client Services 1,845 1,518 FDIC Insurance and Assessments 1,009 880 Other Real Estate, Net -- 51 Other Expenses 10,281 7,218 ------------- ------------- 104,766 83,833 Trust Preferred Securities (TPS) expense 8,636 5,426 ------------- ------------- Total Operating Expenses 113,402 89,259 ------------- ------------- Income Before Income Taxes, Merger and Other Related Nonrecurring Costs 102,707 92,236 Income Taxes: Income Tax Expense 38,424 30,432 Nonrecurring Income Tax Expense (2) 244 5,044 ------------- ------------- Total Income Tax Expense 38,668 35,476 Income Before Merger and Other Related Nonrecurring Costs 64,039 56,760 Merger and Other Related Nonrecurring Costs, net of tax (2) -- 16,170 ------------- ------------- Net Income $ 64,039 $ 40,590 ------------- ------------- ----------------------------------------------------------------------------------------------------- SELECTED YEAR TO DATE CONSOLIDATED OPERATING RATIOS: 30-Sep 30-Sep 2001 2000 ------------- ------------- Income Per Share (Before Nonrecurring and Merger Items) (2), (3) Basic $ 1.50 $ 1.21 Diluted $ 1.45 $ 1.16 Income Per Share (Before Merger Items) (3) Basic $ 1.51 $ 1.38 Diluted $ 1.46 $ 1.32 Net Income Per Share (3) Basic $ 1.51 $ 0.99 Diluted $ 1.46 $ 0.94 Weighted Average Common Shares Outstanding (3) 42,515,000 40,996,000 Weighted Average Common & Common Equivalent Shares Outstanding (3) 43,850,000 42,981,000 Return on Period Average Assets, annualized (1) 1.47% 1.57% Return on Period Average Equity, annualized (1) 23.30% 23.25% Net Interest Margin - Average Earning Assets 5.13% 5.64% Operating Expense Ratio (Before Nonrecurring and Merger Items) 2.62% 2.81% Operating Expense Ratio (Before Nonrecurring and Merger Items and excluding TPS expense) 2.42% 2.64% Efficiency Ratio (Before Nonrecurring and Merger Items) 47.21% 46.69% Efficiency Ratio (Before Nonrecurring and Merger Items and excluding TPS expense) 43.62% 43.86% ----------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (1) Before Nonrecurring and Merger Items of $337 thousand, net of tax, in YTD Sept 2001 and $9.1 million, net of tax, in YTD Sept 2000. (2) Components of Nonrecurring and Merger Items. Net Income excluding these items is $63,702 for YTD Sept 2001 and $49,688 for YTD Sept 2000. (3) Prior periods have been restated for the 2 for 1 stock split effective October 4, 2000. (4) Included Matsco compensation and benefits of $5.0 million in YTD September 2001. Note: Prior periods have been restated to reflect the mergers between Greater Bay Bancorp, Bank of Santa Clara and Bank of Petaluma on a pooling-of-interests basis. --------------------------------------------------------------------------------