As filed with the Securities and Exchange Commission on May 14, 1999
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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SCRIPPS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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CALIFORNIA 33-0855985
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7817 IVANHOE AVENUE
LA JOLLA, CALIFORNIA 92037
(Address of principal executive offices; zip code)
(619) 456-2265
(Telephone number, including area code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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NONE NOT APPLICABLE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of class)
ITEM 1. BUSINESS.
The following discussion contains forward-looking statements that
involve substantial risks and uncertainties. You can identify these
statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate," "project" and "continue" or similar
words. You should read statements that contain these words carefully because
they: (1) discuss our future expectations; (2) contain projections of our
future results of operations or of our financial condition; or (3) state
other "forward-looking" information. We believe it is important to
communicate our expectations; however, there may be events in the future that
we are not able to predict accurately or over which we have no control. Our
actual results may differ materially from the expectations we describe in
forward-looking statements. Factors that could cause actual results to
differ materially from those we describe include, but are not limited to,
local economic conditions in Southern California and particularly in San
Diego, the ability to manage growth of Scripps Financial Corporation ("SFC")
and Scripps Bank ("Scripps"), business conditions and interest rate
fluctuation, competition, a decline in real estate prices, new product
development, federal and state regulation and Year 2000 issues.
Forward-looking statements below should be read in light of these factors.
GENERAL
SCRIPPS FINANCIAL CORPORATION. SFC is a California corporation to be
formed in the spring of 1999 as a federally regulated bank holding company.
Upon the receipt of approvals by the Federal Deposit Insurance Corporation,
Federal Reserve Board, California Department of Financial Institutions
("DFI") and shareholders and board of directors of Scripps, a subsidiary of
SFC will merge with and into Scripps. Prior to the merger SFC will have no
operations and hold no assets other than stock in the subsidiary used to
effect the merger. In the merger each shareholder of Scripps will receive a
number of shares of SFC equal to the number of shares such shareholder holds
in Scripps immediately prior to the merger. After the merger the former
shareholders of Scripps will hold shares of SFC in the same percentages that
they held shares of Scripps immediately prior to the merger; SFC will own all
of the stock of Scripps. The purpose of the merger is to create a holding
company structure for Scripps. Information regarding Scripps is provided
below to provide a better understanding of the primary asset of SFC, which
will be its ownership of Scripps.
SCRIPPS BANK. Scripps, a California banking corporation, is a federally
insured bank with its headquarters and main office in La Jolla and additional
full-service offices in downtown San Diego, El Cajon, Escondido, Kearny Mesa,
Encinitas, Point Loma and Chula Vista. Scripps commenced operations on
January 16, 1984. Scripps is licensed and regulated by the DFI, and its
deposits are insured up to the maximum legal limits by the FDIC.
OPERATIONS OF SFC
Management of SFC will include existing officers of Scripps. Six former
directors of Scripps will become directors of SFC. Management of Scripps will
not change due to the merger; the board of directors is expected to retain many
of the same directors as the bank has immediately prior to the merger.
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SFC is committed to enhancing shareholder value by building a solid
future for its customers, employees and the communities it serves. While SFC
may ultimately hold other entities besides Scripps, either due to separating
existing divisions of Scripps into different corporations or due to forming
new entities to achieve strategic objectives, there are no immediate plans to
use SFC as other than a holding company for Scripps. The purpose of the
merger is to provide regulatory flexibility, because banking holding
companies have certain business opportunities not available to
state-regulated banks.
To accomplish the objectives of SFC for Scripps, management has identified
the following specific strategic objectives for Scripps:
SERVICE OF UNPARALLELED QUALITY. Management emphasizes the importance of
full-time customer contact personnel. Management believes that full-time
employees over the long term provide more value to Scripps and its
customers from the training they receive, their familiarity with customers
and their overall job satisfaction. Scripps uses employee and customer
surveys as an ongoing means of assessing its products and services and the
quality of delivery. In addition, management has implemented several new
bank products and services including alternative investment products and
telephone/computer banking to increase the range of financial services
offered as well as customer convenience.
INSTITUTIONAL EFFICIENCY. Management recognizes the need to improve the
efficiency through the use of new technologies, staff utilization and
training.
QUALITY OF RELATIONSHIP WITH REGULATORY AUTHORITIES. Scripps recognizes
the importance of maintaining a high quality relationship with the DFI and
the FDIC. Accordingly, management has identified specific steps with which
to achieve this goal involving asset quality, earnings, liquidity
management, capital and regulatory compliance, among others.
ENHANCEMENTS OF FINANCIAL CONDITION AND PERFORMANCE. Maintaining high
standards for financial condition and operating performance is instrumental
to Scripps' success. Such standards, as identified by management, involve
Scripps' capital levels, loan growth and composition, earning asset mix,
deposit composition, net interest margin, noninterest costs and additional
sources of non-asset based income, among others.
MANAGEMENT OF GROWTH. Management believes that maintaining quality of
service, administrative control and compliance with applicable regulatory
requirements, while improving profitability, are critical success factors
of Scripps. Further, this strategic objective stresses management's desire
to grow only as long as Scripps can deliver high quality services while
contributing to shareholder value over the long term.
COMPENSATION PROGRAM. Management believes that hiring and retaining high
quality employees is a cornerstone of its success. Management also
believes that enhancing shareholder value requires the use of incentive
compensation and other benefit plans that help the Bank achieve its
strategic plan. To this end, Scripps currently offers an incentive
compensation program based on targeted goals, and other employee benefit
plans, such as
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a 401(k) Plan, Employee Stock Ownership Plan, Stock Option Agreements and
an Employee Stock Purchase Plan. At the time of the merger,these programs
will be assumed by SFC.
BANKING SERVICES
Scripps targets businesses, professionals and individuals interested in
personalized relationship-oriented financial services in its geographical
markets of San Diego County currently comprising La Jolla, downtown San
Diego, El Cajon, Escondido, Kearny Mesa, Encinitas, Point Loma and Chula
Vista. The bank offers a broad range of banking products and services
including but not limited to:
- Business loans and lines of credit
- Consumer loans and lines of credit
- Real estate construction loans
- Corporate lending
- SBA guaranteed lending (PLP lenders)
- Equipment leasing
- Residential lending brokerage services
- International department services
- Cash management services for businesses
- Credit and debit cards through affiliated institutions
- Customized depository services, including demand, savings, money
market, money fund, certificates of deposit, US Savings Bonds and
individual retirement accounts
- On-line home banking with bill pay service
- Automated teller machines
- 24 hour telephone banking
- Customer courier services
- Safe deposit boxes
Scripps holds no patents, registered trademarks, licenses (other than
licenses obtained from regulatory agencies), franchises or concessions. Scripps
has not spent material amounts on
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research and development of new products or services or improvements to
existing products or services.
TRUST SERVICES AND INVESTMENT MANAGEMENT SERVICES
The Scripps Trust Department is committed to providing San Diego County
with high quality personalized trust and investment management services. The
Trust Department offers a full range of personal trust services to
individuals, including the administration of:
- living trusts
- testamentary trusts
- custodial agencies
- investment agencies
- executorships
- conservatorships
All standard employee benefit trust services are available, including
trust administration and asset management. The Trust Department also assists
individuals who wish to establish an IRA rollover for qualified retirement
plan distributions.
The Trust Department strives to attain a personalized approach to trust
services by custom tailoring products and services to meet the customer's
needs. The Trust Department utilizes an independent registered investment
advisor to provide investment advice to the Trust Investment Committee in an
attempt to provide individualized asset management programs for each trust
account. The Trust Department also offers "no load" mutual funds for some
accounts to achieve proper diversification of assets.
COMMITMENTS AND CONTINGENT LIABILITIES
In the course of normal business, Scripps enters into various types of
transactions that include commitments to extend credit that are not reflected
on its statements of financial condition. Scripps applies the same credit
standards to these commitments as it uses in all its lending activities and
has included these commitments in its lending risk evaluations. Scripps'
exposure to loss under commitments to extend credit is represented by the
total amount of these commitments. See "Notes to Financial Statements."
COMPETITION
The banking business in California generally, and in the San Diego
market area specifically, is highly competitive with numerous competitors
both making loans and accepting deposits. The trust and investment
management services business in Scripps' market area is also highly
competitive, with eight major banks and various credit unions and savings and
loans
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serving the area. Scripps competes for loans, deposits and trust services
with other commercial banks, savings and loan associations, finance
companies, money market funds, credit unions, brokerage firms and other
financial institutions, including a number of institutions that have
significantly greater financial resources than Scripps. Scripps also competes
for business with unregulated lenders. There has been increased competition
for deposit and loan business over the past several years as a result of
deregulation, and with the advent of interstate banking, bank holding
companies headquartered outside of California may also enter the California
market in greater numbers and provide further competition for Scripps. Many
of the major commercial banks operating in Scripps' market area offer some
services which Scripps does not offer directly but can provide through a
correspondent bank or through a strategic alliance with a financial service
provider. Additionally, banks with larger capitalization have larger lending
limits and are thereby better able to serve the higher dollar needs of larger
customers.
SFC believes that the customer service orientation, active involvement
of its board of directors, management and employees in community affairs, and
commitment to the community of SFC, Scripps and their employees will enable
Scripps to continue to compete effectively. With nine locations, Scripps is
the second largest locally owned and managed bank in San Diego County.
Scripps holds 1.55% of the deposit market share countywide. Scripps intends
to continue to compete actively for customers who prefer to bank with a
relationship-oriented community bank. However, there can be no assurance
that Scripps and any other businesses of SFC will be successful in efforts to
compete in the future.
EMPLOYEES
As of March 31, 1999, Scripps had a full time equivalent staff of 234
persons on a full-time and part-time basis. SFC had no employees.
RECENT TRANSACTIONS
On August 31, 1998, Pacific Commerce Bank ("PCB") merged with and into
Scripps. This merger provided Scripps with its Chula Vista and South Bay
locations. The merger was approved by the Federal Deposit Insurance
Corporation, the California Department of Financial Institutions and the
shareholders and directors of Scripps and PCB. Operations and management of
PCB have since been integrated into Scripps. The merger was accounted for as
a pooling-of-interests, therefore, the financial statements of Scripps report
the combined results of operations of the two banks retroactively.
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ITEM 2. FINANCIAL INFORMATION.
SFC had not been formed as of December 31, 1998 and therefore had no
assets, liabilities or capital. SFC management contemplates that SFC will
perform a transaction in which SFC will issue one share in exchange for each
outstanding share of Scripps, making Scripps a wholly owned subsidiary of
SFC. The transaction will be accounted for by SFC at book value in a manner
comparable to a pooling of interests.
SELECTED FINANCIAL DATA OF SCRIPPS
(Dollar amounts in thousands, except per share data)
The following data has been derived from financial statements audited by
PricewaterhouseCoopers LLP, independent accountants, unless otherwise noted.
The statements of financial condition at December 31, 1998 and 1997 and the
related statements of income, of changes in stockholders' equity and of cash
flows for the three years ended December 31, 1998 and notes thereto appear
elsewhere in this registration statement.
FOR THE YEARS ENDED DECEMBER 31,
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1998 1997 1996 1995 1994
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INCOME STATEMENT DATA:
Net interest income............. $ 28,396 $ 23,218 $ 18,099 $ 15,958 $ 13,673
Provision for possible loan
losses....................... (1,805) (1,452) (922) (1,263) (907)
Noninterest income.............. 6,095 5,390 4,230 3,554 3,060
Noninterest expense............. (22,823) (20,168) (15,746) (13,792) (12,828)
Provision for income taxes...... (3,995) (2,758) (2,259) (1,835) (1,234)
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Net income...................... $ 5,868 $ 4,230 $ 3,402 $ 2,622 $ 1,764
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PER COMMON SHARE DATA: (1)
Net income (basic).............. $ 0.87 $ 0.63 $ 0.56 $ 0.52 $ 0.37
Net income (diluted)............ 0.84 0.61 0.55 0.52 0.37
Cash dividends declared......... 0.16 0.34 0.31 0.36 0.30
Period-end book value........... 6.44 5.66 5.12 4.11 3.74
SHARES OUTSTANDING:
Weighted average common
shares outstanding (basic)... 6,754,000 6,726,000 6,026,000 5,064,000 4,730,000
Weighted average common
shares outstanding (diluted). 6,974,000 6,987,000 6,213,000 5,090,000 4,736,000
Common shares outstanding at
period end................... 6,797,000 6,708,000 6,772,000 5,570,000 4,746,000
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FOR THE YEARS ENDED DECEMBER 31,
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1998 1997 1996 1995 1994
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AVERAGE FINANCIAL
CONDITION DATA: (2)(3)
Investment securities (4)....... $ 127,003 $ 99,318 $ 86,899 $ 55,319 $ 42,108
Loans........................... 307,061 243,895 183,176 161,083 137,593
Assets.......................... 508,871 404,605 324,825 263,732 213,681
Deposits........................ 463,829 364,927 293,795 240,661 194,447
Shareholders' equity............ 41,095 36,117 28,542 20,930 17,311
ASSET QUALITY RATIOS: (2)
Net charge-offs to average loans 0.22% 0.27% 0.36% 0.56% 0.50%
Nonperforming loans to total
loans (5) (10).............. 0.40% 0.35% 0.62% 2.09% 0.32%
Nonperforming assets to total
assets (10)................. 0.23% 0.31% 0.50% 1.20% 1.00%
Allowance for loan losses to total
loans (10).................. 1.40% 1.28% 1.32% 1.58% 1.46%
Allowance for loan losses to
nonperforming loans (10).... 352.07% 368.29% 213.31% 75.56% 451.53%
PERFORMANCE RATIOS: (2)
Return on average assets........ 1.15% 1.05% 1.05% 0.99% 0.83%
Return on average equity........ 14.28% 11.71% 11.92% 12.53% 10.19%
Net interest margin (6)......... 6.02% 6.31% 6.16% 6.67% 7.00%
Efficiency ratio (7)............ 66.12% 70.36% 70.32% 70.49% 70.74%
REGULATORY CAPITAL
RATIOS: (8) (10)
Leverage ratio (9).............. 7.63% 8.30% 9.63% 7.83% 8.09%
Tier 1 risk-based capital....... 10.19% 11.10% 13.93% 16.21% 16.38%
Total risk-based capital........ 11.32% 12.20% 15.08% 17.24% 17.60%
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(1) Per share data have been retroactively adjusted to reflect a 10% stock
dividend in 1996, a 10% stock dividend in 1997 and a two for one split in
1997 for all periods presented.
(2) Amounts have not been derived from Scripps' financial statements.
(3) Average balance sheet data has been derived from quarterly balances for
1994 through 1995, otherwise from year-to-date daily balances.
(4) Amounts are derived from average balances based upon book value.
(5) Nonperforming loans represent nonaccrual loans and loans still accruing
interest and contractually past due 90 days or more.
(6) Net interest income divided by average interest-earning assets.
(7) Efficiency ratio is defined as the ratio of noninterest expenses, less
costs related to real estate owned, to the sum of net interest income and
noninterest income exclusive of securities gains/(losses).
(8) Computed in accordance with 1992 Federal guidelines, which were initially
effective January 1, 1990.
(9) Leverage ratio is defined as the ratio of Tier 1 capital to average assets
for the most recent quarter.
(10) Data is as of period end.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Scripps, with $583 million in total assets at December 31, 1998, derives
substantially all of its revenues and income by providing a full range of
commercial banking, consumer banking and trust services primarily to small
and middle market businesses and individuals in San Diego County, California.
The revenues of Scripps are derived principally from interest earned on
loans and investment securities, from trust and residential lending service
fees, and from other loan and deposit account-related fees and service
charges. The operations of Scripps are influenced significantly by general
economic conditions and by policies of its primary regulators, the FDIC and
the DFI.
Return on average equity ("ROE") is determined by dividing annual net
income by average shareholders' equity and indicates the effectiveness of an
institution in generating net income from the capital invested by its
shareholders. For the year ended December 31, 1998, Scripps' ROE was 14%
compared to 12% for 1997 and 12% for 1996. Return on average assets ("ROA")
measures net income in relation to total average assets and generally
indicates an institution's ability to use its assets profitably. For the
year ended December 31, 1998, Scripps' ROA was 1.2% compared to 1.1% for both
1997 and 1996. ROE for 1998 increased by 2% over 1997 primarily as a result
of growth of net income. In 1998 PCB merged with and into Scripps, resulting
in two new offices for Scripps. Management believes the continued growth of
market share in existing and new markets, enhanced internal efficiency, the
continued resolution of its nonperforming assets, and a general economic
recovery of Southern California will have a positive effect upon future
operations, although there can be no assurance these developments will occur.
There are many factors that could adversely affect the future operations of
Scripps, including any decline in the San Diego County economy at a time when
Scripps is incurring costs of expansion.
RECENT DEVELOPMENTS
The following data are highlights of first quarter 1999 unaudited
results for Scripps. Net income was $1.5 million or $.22 in diluted earnings
per share, compared to $1.4 million or $.20 in diluted earnings per share as
of March 31, 1998. Scripps ended the quarter with total assets of $591
million, net loans of $350 million, and total deposits of $542 million. This
represents growth of 27 percent in total assets, 20 percent in net loans and
28 percent in deposits when compared to first quarter 1998. Nonperforming
assets of $3.0 million or 0.51 percent of total assets at March 31, 1999
compares to $1.1 million or 0.24 percent of total assets for the same date in
1998. The allowance for possible loan losses at March 31, 1999 was $3.9
million or 1.10 percent of gross loans, compared to $4.0 million or 1.36
percent of gross loans at March 31, 1998.
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INSTITUTIONAL GROWTH
Scripps began to experience significant growth in 1995 as the local economy
improved and following the failure or merger of several larger San Diego
headquartered financial institutions. The decision was made to increase the
bank's capital and to take advantage of the opportunity to increase market
share. Prior to 1996, the bank had established offices in La Jolla, El Cajon,
downtown San Diego, and Escondido. In 1996, the bank obtained an additional
$9.5 million through the sale of Scripps Common Stock and received regulatory
approval to open three new offices in Kearny Mesa, Encinitas, and Point Loma.
Those offices were opened during 1997, and all have experienced satisfactory
growth in loans and deposits. In 1998 Scripps expanded into Chula Vista and the
South Bay area of San Diego County, adding two offices, through its merger with
PCB.
The bank's long term plan includes establishing a total of eleven to twelve
offices strategically located throughout San Diego County and considering
further expansion into Orange County. Through the merger of PCB and Scripps,
the resulting institution has nine offices serving much of San Diego County.
Although there can be no assurances that it will prove to be correct, Scripps
management believes that significant growth and market opportunity will occur in
the near future in the South Bay area, and that it is therefore very important
for the bank to be represented in that area. It is anticipated that in the
future, one or two additional offices may be opened in North County, possibly
one additional office in East County, and at least one office in Orange County.
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Growth has and will enable Scripps to expand its deposit gathering and loan
delivery systems geographically within San Diego County and Orange County.
Increases in average interest-earning assets and average interest-bearing
liabilities contributed to increases in total interest income, interest expense
and net interest income. Expansion has also contributed to the gathering of
additional noninterest-bearing deposits which effectively lowers Scripps'
internal cost of funds and increases net interest income. Growth has also
caused, and can be expected to continue to cause, increases in noninterest
expense.
Scripps' growth during the period from 1994 through the end of 1998
facilitated increases in income per share. As Scripps' growth continues and as
noninterest expense continues to rise, income per share may decline. Scripps
believes that even if additional investment in growth comes at the cost of lower
income per share for several quarters, Scripps' profitability will be enhanced
over the long term, although there can be no assurance that this will in fact be
the case.
ANNUAL COMPARISON
The following discussion is intended to provide information to
facilitate the understanding and assessment of significant changes and trends
related to the results of operations and the financial condition of Scripps.
This discussion and analysis should be read in conjunction with Scripps'
audited financial statements, including notes thereto, located elsewhere in
this registration statement.
NET EARNINGS
Net earnings were $6 million ($.87 per share basic; $.84 per share diluted)
for the year ended December 31, 1998, compared with $4 million ($.63 per share
basic; $.61 per share diluted) for 1997, an increase of $2 million or 39%. Net
earnings for 1997 reflect an increase of $1 million or 24% over net earnings of
$3 million ($.56 per share basic; $.55 per share diluted) for the year ended
December 31, 1996. Scripps' improved performance between 1998 and 1997 resulted
primarily from an increase in average interest-earning assets, primarily in
loans and investment securities. Scripps' improved performance between 1997 and
1996 was primarily due to higher net interest income resulting from increased
volumes of interest-earning assets. The increase in the amount of
interest-earning assets during 1997 and 1996 was primarily in commercial loans
and real estate loans. The higher levels of net interest income in 1998 and
1997 were partially offset by the costs and additional salary expense associated
with the PCB merger in 1998.
NET INTEREST INCOME
Net interest income, which constitutes one of the principal sources of
income for Scripps, represents the difference between interest income on
interest-earning assets and interest expense on interest-bearing liabilities.
The net yield on total interest-earning assets, also referred to as interest
rate margin or net interest margin, represents net interest income divided by
average interest-earning assets. Scripps' principal interest-earning assets are
loans, investment securities and Federal funds sold, while its principal
interest-bearing liabilities are interest-bearing demand accounts, savings
deposits and time deposits.
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Net interest income was $28 million for fiscal 1998, an increase of $5
million or 22% compared with net interest income of $23 million for 1997, which
represented an increase of $5 million or 28% compared to net interest income of
$18 million for 1996. Comparing 1998 to 1997, Scripps' average interest-earning
assets increased to $475 million in 1998 from $368 million in 1997,
representing an increase of 29% which resulted from increases in all
interest-earning asset categories but primarily in loans (26%) and investments
(28%). Average interest-bearing deposits increased to $328 million in 1998 from
$258 million in 1997, representing an increase of 27%, while average
noninterest-bearing demand deposits also increased $29 million or 27%. The net
interest margin of 6.02% for 1998 reflects a decrease of 29 basis points from
that of 1997. This decrease in net interest margin resulted primarily from both
the decrease in the prime rate from an average of 8.4% in 1997 to 8.3% in 1998,
(since a majority of Scripps' loans are tied to the prime rate, a decrease in
the rate immediately affects net interest income) and continued competitive
pressure in pricing loans. Comparing 1997 to 1996, Scripps' average
interest-earning assets increased to $368 million in 1997 from $294 million in
1996, representing an increase of 25% which resulted from increases in all
interest-earning asset categories. Average interest-bearing deposits increased
to $258 million in 1997 from $213 million in 1996, representing an increase of
21%, while noninterest-bearing demand deposits also increased $26 million or
32%. The net interest margin of 6.31% for 1997 reflects an increase of 15 basis
points from that of 1996. This increase in net interest margin resulted
primarily from a larger increase in volume of earning assets than interest
paying deposits.
Scripps' net interest income is affected by changes in the amount and mix
of interest-earning assets and interest-bearing liabilities, referred to as a
"volume change." It is also affected by changes in yields earned on
interest-earning assets and rates paid on interest-bearing liabilities, referred
to as a "rate change." The following table sets forth the categories of
interest-earning assets and interest-bearing liabilities, the average amounts
outstanding, the interest earned or paid on such amounts, and the average rate
earned or paid for the periods indicated. The table also sets forth the average
rate earned on all interest-earning assets, the average rate paid on all
interest-bearing liabilities, and the net yields earned by Scripps for the same
periods.
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AVERAGE BALANCES AND INTEREST RATES
(Dollars in thousands)
YEARS ENDED DECEMBER 31,
------------------------------- ----------------------------- ------------------------------
1998 1997 1996
------------------------------- ----------------------------- ------------------------------
INTEREST INTEREST INTEREST
AVERAGE INCOME/ AVERAGE AVERAGE INCOME/ AVERAGE AVERAGE INCOME/ AVERAGE
BALANCE EXPENSE RATE BALANCE EXPENSE RATE BALANCE EXPENSE RATE
-------- -------- ------- -------- -------- ------- ------- -------- -------
Interest-earning
assets:
Loans, net (1) . . . . . $307,061 $32,151 10.47% $243,895 $26,214 10.75% $183,176 $19,672 10.74%
Investment securities. . 132,740 7,830 5.90% 104,335 6,372 6.11% 93,549 5,632 6.02%
Federal funds. . . . . . 31,982 1,730 5.41% 19,851 1,085 5.47% 17,112 906 5.29%
-------- ------- -------- ------- -------- -------
Total interest-earning
assets. . . . . . . . 471,783 41,711 8.84% 368,081 33,671 9.15% 293,837 26,210 8.92%
Other assets . . . . . . 37,088 36,524 30,988
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Total assets . . . . . . $508,871 $404,605 $324,825
-------- -------- --------
-------- -------- --------
Interest-bearing
liabilities:
Deposits:
Interest-bearing
demand deposits . . . $219,223 $8,387 3.83% $164,110 $6,155 3.75% $131,808 $4,651 3.53%
Savings deposits . . . . 24,596 623 2.53% 22,768 594 2.61% 23,670 609 2.57%
Time deposits. . . . . . 84,056 4,305 5.12% 70,936 3,705 5.22% 57,132 2,851 4.99%
-------- ------- -------- ------- -------- -------
Total interest-bearing
deposits. . . . . . . 327,875 13,315 4.06% 257,814 10,454 4.05% 212,610 8,111 3.81%
Noninterest-bearing
liabilities:
Noninterest-bearing
deposits. . . . . . . 135,954 107,113 81,185
Other liabilities. . . . 3,947 3,449 2,390
Stockholders' equity . . 41,095 36,229 28,640
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Total liabilities and
stockholders'
equity. . . . . . . . $508,871 $404,605 $324,825
-------- -------- --------
-------- -------- --------
Net interest income. . . $28,396 $23,217 $18,099
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------- ------- -------
Net interest spread(2) . 4.78% 5.09% 5.10%
Net interest margin(3) . 6.02% 6.31% 6.16%
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(1) Nonaccrual loans are included in the average balances used in this table.
(2) Net interest spread is the difference between the average rate on total
interest-earning assets and interest-bearing liabilities.
(3) Net interest margin is net interest income divided by average
interest-earning assets.
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The following table illustrates the changes in Scripps' net interest income
due to changes in volume (change in volume multiplied by initial rate) and
changes in interest rate (change in rate multiplied by initial volume) for the
periods indicated. Changes attributable to the combined effect of volume and
interest rate have been allocated proportionately to the changes in volume and
the changes in interest rate.
RATE/VOLUME ANALYSIS OF NET INTEREST INCOME
(Dollars in thousands)
1998 1997
COMPARED WITH COMPARED WITH
1997 1996
------------------------------ -------------------------------
INCREASE (DECREASE) DUE TO INCREASE (DECREASE) DUE TO
------------------------------ -------------------------------
VOLUME RATE CHANGES VOLUME RATE CHANGES
------- ------- ------- ------- ------- -------
Interest income on:
Loans, net (1) .............. $ 6,595 $ (658) $ 5,937 $ 6,526 $ 16 $ 6,542
Investment securities ....... 1,667 (209) 1,458 658 82 740
Federal funds ............... 656 (11) 645 149 30 179
------- ------- ------- ------- ------- -------
Total interest income .......... 8,918 (878) 8,040 7,333 128 7,461
------- ------- ------- ------- ------- -------
Interest paid on:
Interest-bearing demand
deposits ................... 2,106 126 2,232 1,197 307 1,504
Savings deposits ............ 46 (17) (24) 9 (15)
Time deposits ............... 670 (70) 600 716 138 854
------- ------- ------- ------- ------- -------
Total interest expense ......... 2,822 39 2,861 1,889 454 2,343
------- ------- ------- ------- ------- -------
Net interest income ............ $ 6,096 $ (917) $ 5,179 $ 5,444 $ (326) $ 5,118
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
- ---------------------
(1) Nonaccrual loans are included in the average balances used in calculating
this table.
PROVISION FOR POSSIBLE LOAN LOSSES
Provisions for possible loan losses are charged to earnings to bring the
total allowance for possible loan losses to a level deemed appropriate by
management based upon such factors as historical loss experience, the volume
and type of lending conducted by Scripps, the amounts of classified and
nonperforming assets, regulatory policies and examination results,
concentrations, general economic and business conditions, credit quality
trends, and other factors related to the collectability of loans in Scripps'
portfolio. The provision for possible loan losses was $1.8 million for 1998,
an increase of $.3 million or 24% compared to the provision for possible loan
losses of $1.5 million for 1997, which in turn represented an increase of $.5
million or 57% compared to the provision for possible loan losses of $.9
million for 1996.
-13-
NONINTEREST INCOME
Noninterest income was $6 million for the year ended December 31, 1998, an
increase of $1 million or 13% compared with noninterest income of $5 million for
1997, which represented an increase of $1 million or 27% compared with
noninterest income of $4 million for 1996. The primary reasons for the
increases in noninterest income over the years presented are growth in trust
assets under administration of 75% to $867 million over the two year period
ended December 31, 1998 and growth in deposits of 62% to $531 million over the
two year period ended December 31, 1998. However, there can be no assurance
that trust assets under administration and deposit service charges will continue
to increase. There continues to be high levels of competition in the deposit
services and trust services arena.
The following table sets forth the various categories of noninterest income
for the years ended December 31, 1998, 1997 and 1996.
NONINTEREST INCOME DATA
(Dollars in thousands)
YEARS ENDED
DECEMBER 31,
----------------------------------------------
1998 % CHANGE 1997 % CHANGE 1996
------- -------- ------- -------- -------
Customer service
charges .............. $2,269 24% $1,833 35% $1,362
Trust fees............ 2,140 15% 1,862 30% 1,432
Gain on sale of
securities............ 0 -100% 44 -73% 164
Other non-interest
income................ 387 74% 222 -36% 346
Other fees............ 1,299 -9% 1,429 54% 926
------- ------ ------- ----- -------
Total................. $6,095 13% $5,390 27% $4,230
------- ------- -------
------- ------- -------
NONINTEREST EXPENSE
Noninterest expense was $23 million for 1998, an increase of $3 million or
13% compared with noninterest expense of $20 million for 1997, which represented
an increase of $4 million or 28% compared with noninterest expense of $16
million for 1996. Personnel expense was $12 million for 1998, an increase of $1
million or 10% compared with personnel expense of $11 million for 1997, which
represented an increase of $2 million or 24% compared with personnel expense of
$9 million for 1996. Occupancy expense was $2.5 million for 1998, an increase
of $.4 million or 15% compared with occupancy expense of $2.1 million for 1997,
which represented an increase of $.7 million or 57% compared with occupancy
expense of $1.4 million for 1996. The aggregate increases over the three-year
period principally reflect the additional costs associated with opening three
offices in 1997 as part of Scripps' long-term growth strategy. In 1997, such
increased costs were partially offset by cost decreases associated
-14-
with real estate owned. In 1998, noninterest expense also included merger
expenses associated with the PCB merger.
Data processing expense was $.8 million for 1998, an increase of $.1
million or 23% compared with data processing expense of $.6 million for 1997,
which represented an increase of 13% compared with data processing expense of
$.5 million for 1996. The increase in data processing expense over the
three-year period resulted principally from the increase in volumes processed
due to loan and deposit growth, offset in part by enhanced technical
functionality from equipment acquired in 1996.
The following table sets forth the amount of each of the various categories
of noninterest expense for the periods indicated.
NONINTEREST EXPENSE DATA
(Dollars in thousands)
YEARS ENDED
DECEMBER 31,
---------------------------------------------------------
1998 % CHANGE 1997 % CHANGE 1996
------- -------- ------- -------- -------
Salaries and employee benefits....... $12,023 10% $10,884 24% $8,775
Occupancy and equipment.............. 2,528 19% 2,130 57% 1,358
Data processing...................... 756 23% 615 13% 546
Depreciation and amortization........ 1,527 18% 1,295 59% 817
Other real estate owned.............. 19 -51% 39 -13% 45
Professional services................ 1,628 67% 973 59% 613
Other general and administrative..... 4,342 3% 4,232 18% 3,592
------- ----- ------- ---- -------
Total................................ $22,823 13% $20,168 28% $15,746
------- ------- -------
------- ------- -------
INCOME TAXES
The provision for income taxes was $4 million, $3 million and $2 million
for the years ended December 31, 1998, 1997 and 1996, respectively. Effective
tax rates, the percentage of earnings set aside for federal and state income
taxes were 41%, 39% and 40% for the years ended December 31, 1998, 1997 and
1996, respectively. The increase in effective rates reflects lower levels of
tax exempt income in 1998, as compared to 1997, while 1997 experienced a decline
in the effective rates due to higher levels of tax exempt income over 1996.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Scripps' balance sheet consists of interest-earning assets, primarily loans
and investment securities, which are principally funded by interest-bearing
liabilities, primarily deposits. These financial instruments have varying
levels of sensitivity to changes in market interest rates resulting in market
risk. In evaluating the exposure of Scripps to market risk, management relies
on gap analysis and rate shock analysis. Gap analysis provides information on
the timing and repricing differences between rate sensitive assets and rate
sensitive liabilities. Rate shock analysis provides management with estimates
of the impact of immediate changes in interest rates both in terms of the change
in net interest income and the change in fair market value of these instruments.
There are certain shortcomings inherent in these methods and the following
-15-
table that must be considered in evaluating market risk. Although certain
assets may have similar maturities or periods to reprice, they may react in
different degrees to changes in interest rates or they may precede or lag
behind changes in market interest rates. In addition, certain interest rate
sensitive assets may have contractual limitations to changes in interest
rates. Scripps considers these various factors and their anticipated effects
in managing the bank's exposure to interest rate risk.
Management seeks to maintain a reasonably balanced interest rate risk
position over one year to protect its financial condition and net interest
margin from market fluctuations in interest rates. Overall management
strategies to reduce Scripps' interest rate risk consist of: (i) maintaining
a majority of its loan assets and deposit liabilities on an adjustable rate
basis, (ii) limiting the volume of its loans with terms-to-maturity in excess
of five years and (iii) maintaining a portion of its investment securities
with varied terms to maturity. Additionally, Scripps maintains a Management
Asset/Liability Committee and a Directors Asset/Liability Committee, both of
which review on a regular and periodic basis such matters as earnings, asset
quality, asset and liability mix, liquidity and funding sources, investment
resources, capital, interest rate risk, and economic events and trends, among
other matters. Both Committees review bank compliance with a set of
Board-approved directives with which Scripps should comply to meet its asset
and liability management objectives.
The following table sets forth the interest-rate sensitive assets and
liabilities of Scripps at December 31, 1998, which are expected to mature or
are subject to repricing in each of the time periods indicated.
INTEREST RATE SENSITIVE ASSETS AND LIABILITIES
(Dollars in thousands)
TERM TO REPRICING AT DECEMBER 31, 1998
-----------------------------------------------------------------------
WITHIN THREE TO
THREE TWELVE ONE TO FIVE MORE THAN
MONTHS MONTHS YEARS FIVE YEARS TOTAL
---------- --------- -------- -------- ----------
Interest-earning assets:
Federal funds sold............. $ 42,790 $ 42,790
Investment securities(1)...... 34,176 $30,762 $ 70,838 $ 25,135 160,911
Due from other institutions... 1,089 2,574 689 4,352
Loans, net(2):
Variable rate............... 242,084 - - 7,419 249,503
Fixed rate.................. 6,326 9,292 47,910 26,533 90,061
---------- --------- -------- -------- ----------
Total interest earning assets.... $326,465 $42,628 $119,437 $ 59,087 $547,617
---------- --------- -------- -------- ----------
---------- --------- -------- -------- ----------
Interest-bearing liabilities:
Savings & NOW accounts........ $ 60,548 $ 60,548
Money market accounts......... 228,323 228,323
Time deposits................. 52,105 34,293 3,008 89,406
Other......................... 76 76
---------- --------- -------- -------- ----------
Total interest bearing liabilities $340,976 $34,293 $ 3,084 $ 0 $378,353
---------- --------- -------- -------- ----------
---------- --------- -------- -------- ----------
Interest sensitivity gap......... (14,511) 8,335 116,353 59,087 169,264
---------- --------- -------- ---------- ---------
Gap to total assets.............. (2.49%) 1.43% 19.97% 10.14%
Cumulative gap................... (14,511) (6,176) 110,177 169,264
---------- ------------ --------- ----------
-16-
Cumulative gap to total assets... (2.49%) (1.06%) 18.91% 29.05%
- ----------------------------------------
(1) Amounts include amortization of principal.
(2) Amounts do not include amortization of principal, which would increase
asset sensitivity. Nonaccrual loans and leases have been excluded from
the balances used in calculating this table.
At December 31, 1998 Scripps' one-year cumulative interest rate
sensitivity gap was a negative 1.06%. This negative gap is primarily due to
Scripps' core deposits, which reprice currently and are therefore classified
as repricing within three months. Although Scripps attempts to actively
manage interest rate risk, there can be no assurance that movements in
interest rates will not have a material adverse effect upon the financial
condition and results of operations of Scripps.
The following table presents additional information about Scripps'
financial instruments that are sensitive to changes in interest rates. Cash
flows in this presentation are grouped by maturity dates rather than
repricing dates. Consideration is given to prepayment assumptions for
mortgage-backed securities (MBS), including collateralized mortgage
obligations (CMO's). The cash flows from mortgage-backed securities are
influenced by prepayments, which are dependent on a number of factors,
including the current interest rate and the interest rate on the security,
the availability of refinancing of the underlying mortgages at attractive
terms, as well as geographic specific factors which affect the sales and
price levels of residential property. Scripps management uses average
prepayment speeds provided by Wall Street dealers to calculate principal
repayments and estimated maturity dates for these securities. The cash flows
for other securities are based on the actual maturity dates of the
instruments, except for equity securities. Equity securities, for which
there is no contractual maturity, consist of a variable rate government fund,
which is included in the year 2000 column, and Federal Home Loan Bank stock,
which is included in the "thereafter" column. Fair values for investment
securities are based on quoted market prices or dealer quotes. Loans are
distinguished by variable or fixed rates. Because variable rate loans are
repricable immediately as market rates change, the fair value is assumed to
be equal to the carrying value. The fair value of fixed rate loans is
estimated using a discounted cash flow calculation. Non-maturing deposits
consist of interest-bearing demand, savings, and money market accounts and
have no maturity dates. Cash flow amortizations for these deposits are
included in the year 1999 column. The fair value of non-maturing deposits is
estimated to be the carrying value, which is the amount payable on demand.
Time deposits are grouped according to contractual maturity dates. The fair
value of time deposits is estimated using a discounted cash flow calculation.
Average interest rates represent the weighted average yield in each category.
-17-
INTEREST-SENSITIVE FINANCIAL INSTRUMENTS
(Dollars in thousands)
EXPECTED MATURITY DATE
------------------------------------------------------------------------------------------------
----------- ---------- ----------- ---------- ---------- ------------- ----------- -------------
1999 2000 2001 2002 2003 Thereafter Total Fair Value
----------- ---------- ----------- ---------- ---------- ------------- ----------- -------------
Financial Assets:
Loans:
Variable rate........ $159,080 $12,467 $11,603 $11,078 $11,419 $37,863 $243,510 $243,510
Average interest rate 9.16% 9.18% 9.82% 9.22% 8.95% 9.67% 9.21%
Fixed rate........... 16,763 10,587 12,186 13,161 10,333 34,235 97,265 98,845
Average interest rate 9.10% 9.08% 8.98% 9.56% 8.97% 9.22% 9.14%
Investment securities:
CMO's................ 13,006 9,619 7,500 5,461 1,789 1,043 38,418 38,507
Average interest rate 6.48% 6.37% 5.99% 5.88% 6.15% 6.94% 6.39%
MBS.................. 7,827 6,741 5,853 4,584 3,778 14,148 42,931 43,230
Average interest rate 7.13% 7.12% 7.08% 7.16% 6.96% 7.04% 7.10%
SBA's................ 205 3,495 4,261 7,961 7,964
Average interest rate 9.48% 5.13% 6.01% 5.71%
U.S. Treasury and
Agency .......... 23,489 8,004 2,250 10,485 4,977 2,489 51,694 51,943
Average interest rate 5.68% 5.94% 8.35% 6.80% 5.40% 6.78% 6.09%
States and political
subdivisions..... 39 17,197 17,236 18,128
Average interest rate 8.10% 5.30% 5.31%
Equity............... 1,461 1,210 2,671 2,545
Average interest rate 4.41% 5.83% 5.08%
Interest bearing due
from banks.......... 3,663 689 4,352 4,352
Average interest rate 5.89% 5.98% 5.91%
Federal funds sold..... 42,790 42,790 42,790
Average interest rate 4.60% 4.60%
Financial Liabilities:
Interest bearing
deposits:
Non-maturing
deposits.......... 288,928 288,928 288,928
Average interest rate 3.51% 3.51%
Time deposits........ 86,341 2,932 29 11 36 89,349 89,495
Average interest rate 4.75% 5.33% 5.24% 5.25% 5.22% 4.79%
Guarantee of loan to
ESOP Trust.......... 34,719 38,269 3,012 76,000 76,000
Average interest rate 7.75% 7.75% 7.75% 7.75%
-18-
LOANS AND ASSET QUALITY
Net loans (gross loans less unearned income and allowance for loan
losses) were $336 million at December 31, 1998, an increase of $56 million or
20% from loans of $280 million at December 31, 1997. This increase followed
loan growth of $68 million or 32% from loans of $212 million at the end of
1996. The rate of loan growth for these periods increased due to an overall
improvement in the Southern California economy. Management expects loan
growth to be moderate in 1999 with the expectation that the economy will
remain strong, but that the overall competition for loans will be a factor to
contend with. There can be no assurance that the economy will remain strong
or that loan growth will occur.
Scripps' lending activities are guided by the basic lending policy
established by its Board of Directors. The Scripps Board of Directors has
established loan approval limits for the officers. Under regulations
governing California state-chartered banks, Scripps may lend up to 15% of its
total capital on an unsecured basis and 25% of its total capital on a secured
basis to any one borrower, up to a limit of 25% of total capital for all
direct and indirect loans to any one borrower. Additionally, loan
concentrations are defined as amounts loaned to a number of borrowers engaged
in similar activities or resident in the same geographic region, which would
cause them to be similarly affected by economic or other conditions.
Scripps, on a regular and periodic basis, evaluates these concentrations for
the purposes of making corrections in its lending practices in consideration
of economic conditions, industry trends and a variety of other factors. As a
result of Scripps' market focus, Scripps has a concentration of its customers
and assets in San Diego County.
The following table sets forth the composition of Scripps' loan
portfolio by type of loan on the dates indicated in terms of amount and as a
percentage of the total loan portfolio.
LOAN PORTFOLIO ANALYSIS
(Dollars in thousands)
DECEMBER 31,
---------------------------------------------------------
1998 1997 1996
---- ---- ----
Loans and leases:.................
Commercial and other........... $156,236 $134,960 $105,229
Real estate (1)................ 131,613 104,026 71,445
Consumer....................... 48,375 42,390 35,718
Lease financing................ 6,199 3,212 3,608
Less: Unearned income and fees.... 1,648 941 901
----------- ------------ ------------
Total $340,775 $283,647 $215,099
----------- ------------ ------------
----------- ------------ ------------
Loans and leases:
Commercial and other........... 46% 48% 49%
Real estate.................... 39% 37% 33%
Consumer....................... 14% 15% 17%
Lease financing................ 2% 1% 2%
Less: Unearned income and
discount.............. 1% 1% 1%
-- -- --
Total 100% 100% 100%
---- ---- ----
---- ---- ----
-19-
- -----------------------------
(1) The calculation of real estate loans for financial statement purposes
differs from the calculation of loans secured by real estate as
reported in Scripps' regulatory call reports. At December 31, 1998,
for instance, total loans secured by real estate as reported in
Scripps' call report were $176 million or 52%.
COMMERCIAL. Loans in this category include loans to small and middle
market businesses, individuals and professionals located primarily in
Scripps' market areas. Scripps provides secured and unsecured loans and
lines of credit for the operation and expansion needs of businesses, ranging
from inventory and accounts receivable financing to equipment financing.
Scripps typically looks to the cash flow generated by a borrower as the
principal source of repayment. Scripps may also take personal property and/or
a first or second deed of trust on real estate as an additional form of
collateral.
REAL ESTATE. Scripps makes short-term real estate loans to borrowers
who have a defined short-term repayment source. This category also includes
interim construction loans for single family dwellings, and small or medium
size commercial and multi-family buildings and lots to be developed.
Periodically, Scripps makes longer term real estate loans on commercial
properties in conjunction with the SBA guaranteed lending program as well as
relationship-based loans for Scripps customers. The SBA guarantees second
trust deed secured debentures, which are junior liens to Scripps' loans, to
enable business owners to acquire commercial facilities for their businesses.
Lending institutions in certain other areas of the country have experienced
problems with real estate loan portfolios. Scripps has observed that
economic downturns may adversely affect the value of real estate. Scripps
monitors economic conditions to assess its risk. There can be no assurances
that the current positive real estate market trend will continue. A sharp
and significant decline in real estate prices would potentially have a
material adverse affect on Scripps' lending activities and on the quality of
Scripps' real estate loan portfolio.
CONSUMER. Consumer loans are primarily automobile secured loans, home
improvement loans, and equity lines of credit, generally secured by second
trust deeds on personal residences, loans secured by various personal
property and unsecured lines of credit. Fixed rate consumer loans, which
comprise approximately 33% of the consumer portfolio are generally made as
amortizing loans over terms in excess of one year. The variable rate portion
of consumer loans are primarily equity lines of credit secured by lien
positions on real property or unsecured revolving credit facilities to
qualified individuals.
LEASES. A major portion of Scripps' lease assets are comprised of
leases for electronic equipment, such as computers and data processing
equipment. The remaining balance of the lease portfolio includes leases on a
variety of other equipment. Scripps recently formed a leasing division in
early 1998 and it is anticipated that lease assets will increase over current
levels.
NONPERFORMING ASSETS
Generally, Scripps' policy is to discontinue accrual of interest on
loans which are delinquent for 90 days or more unless management determines
that a loan is adequately collateralized or other circumstances justify
treating a loan as fully collectable. When a loan is placed on nonaccrual
status, income is not recognized until payment has actually been received
-20-
and future payments of principal and interest appear certain. Interest
income which has been accrued up to the point a loan is placed on nonaccrual
status is reversed if management determines that the collectability of the
accrued interest is doubtful.
Real estate acquired by Scripps as a result of foreclosure or by deed in
lieu of foreclosure is classified as real estate owned. Such loans are
reclassified to real estate owned at the lower of cost or fair value less
estimated selling costs, and any estimated loss upon reclassification is
charged to allowance for losses at that time. Further increases to the
allowance for losses on real estate owned are recorded as charges to
noninterest expense at the time such costs are incurred or management
believes additional deterioration in value has occurred.
Management regularly reviews and monitors the loan portfolio to identify
borrowers experiencing financial difficulties. Management believes that as
of December 31, 1998, all problem loans to date had been identified and
included in the nonaccrual or 90 days past due totals reflected below.
Management, as part of the responsibilities of Credit Administration and
Regulatory Risk Management, is particularly focused upon the objective of
reducing its nonperforming and classified assets to a lower level. In fact,
management has noted an increase in nonperforming loans in the first quarter
of 1999 and is closely monitoring the adequacy of the loan loss reserve in
light of this increase. There can be no assurance that management will
achieve the objective of reducing nonperforming and classified assets.
The following table sets forth certain information with respect to
Scripps' nonaccrual loans, accruing loans for which payments of principal and
interest are contractually past due 90 days or more, and real estate owned
for the periods indicated.
NONPERFORMING ASSETS
(Dollars in thousands)
DECEMBER 31,
--------------------------------------
1998 1997 1996
-------- -------- --------
Nonaccrual loans............................ $ 1,211 $ 872 $ 661
Accruing loans past due 90 days or
more..................................... 143 112 669
-------- -------- --------
Total nonperforming loans................... 1,354 984 1,330
Real estate owned........................... 0 428 488
-------- -------- --------
Total nonperforming assets.................. $ 1,354 $ 1,412 $ 1,818
-------- -------- --------
-------- -------- --------
Total nonperforming assets to total
assets................................... .23% .31% .50%
Reductions in real estate owned over the years presented have resulted
principally from Scripps' efforts to dispose of, and keep to a minimum,
holdings of such non-earning assets. Scripps has a Special Assets Department
with the primary responsibilities of regular internal loan quality reviews
and the monitoring and disposition of nonperforming and classified assets.
However, there can be no assurance that reductions in the balance and percent
of nonperforming assets will occur in the future.
-21-
RESERVE FOR POSSIBLE LOAN LOSSES
In originating loans, Scripps recognizes that credit losses will be
experienced and that the risk of loss will vary with, among other things,
general economic conditions, the type of loan being made, the
creditworthiness of the borrower over the term of the loan and, in the case
of a collateralized loan, the quality of the collateral for such loan.
Management maintains a reserve for possible loan losses at a level considered
adequate to absorb known and inherent risks in the loan portfolio.
Management's evaluation of the adequacy of the reserve is ongoing and
comprehensive.
Management has and will continue to actively monitor Scripps' asset
quality, to charge off loans against the reserve for possible loan losses
when appropriate and to provide for specific losses when necessary. Although
management believes it uses the best information available to make
determinations with respect to the reserve for possible loan losses, future
adjustments may be necessary if economic conditions differ from the
assumptions used in making the initial determinations. There can be no
assurance that economic conditions which may adversely affect Scripps' market
area or other circumstances will not result in increased loan losses in
Scripps' loan portfolio.
The following table sets forth an analysis of Scripps' reserve for
possible loan losses for the periods indicated.
-22-
RESERVE FOR POSSIBLE LOAN LOSSES DATA
(Dollars in thousands)
DECEMBER 31,
-----------------------------------------------
1998 1997 1996
---------- ----------- ----------
Beginning balance of reserve for
possible loan losses ......................... $ 3,624 $ 2,837 $ 2,575
-------- -------- --------
Loans charged off:
Real estate .................................... 88 0 169
Commercial and other ........................... 394 664 619
Consumer ....................................... 241 123 116
Lease financing ................................ 12 2 25
-------- -------- --------
Total loans charged off .......................... 735 789 929
-------- -------- --------
Recovery of loans previously charged off:
Real estate .................................... 1 1 63
Commercial and other ........................... 30 114 190
Consumer ....................................... 13 9 8
Lease financing ................................ 29 0 8
-------- -------- --------
Total recoveries ................................. 73 124 269
-------- -------- --------
Net loans charged off ............................ 662 665 660
Provision for possible loan losses ............... 1,805 1,452 922
-------- -------- --------
Ending balance of reserve for
possible loan losses .......................... $ 4,767 $ 3,624 $ 2,837
-------- -------- --------
-------- -------- --------
Average net loans outstanding during
the period .................................... $307,061 $243,895 $183,176
-------- -------- --------
-------- -------- --------
Total net loans outstanding at
period-end .................................... $340,775 $283,647 $215,099
-------- -------- --------
-------- -------- --------
Net loans charged off to
average net loans.............................. .22% .27% .36%
Reserve for possible loan losses as a
percentage of nonperforming loans.............. 352.07% 368.29% 213.31%
Reserve for possible loan losses as a
percentage of total net loans
outstanding at period-end...................... 1.40% 1.28% 1.32%
INVESTMENT ACTIVITIES
Scripps' investment portfolio is used primarily for liquidity purposes
and secondarily for investment income. Investment securities classified as
available for sale ("AFS") are stated at their current market value with
stockholders' equity being adjusted for the after-tax unrecognized gain
(loss) on said securities. Investment securities classified as held to
maturity ("HTM") are stated at cost, decreased by amortization of premium and
increased by accretion of discount, over the period to maturity of the
related securities. During 1998, Scripps classified its entire
-23-
investment portfolio as available for sale. Management attempts to maintain
investment securities in its portfolio that offer a stable total return
profile over a wide range of interest rate environments, as well as
securities with varied maturities (a "laddered" portfolio) so that, under
normal conditions, there should be no need to sell securities prior to
maturity dates, thereby minimizing the impact of interest rate fluctuations
on net interest income. However, there can be no assurance that Scripps'
investment securities will continue to reflect a stable total return profile
over time or that Scripps would not sell any investment securities during a
rising interest rate environment and recognize a loss.
Scripps current investment policy enables management to invest primarily
in United States Treasury and Government Agency obligations, United States
Government-sponsored agency securities, mortgage-backed securities,
collateralized mortgage obligations and obligations of states and political
subdivisions with a maximum aggregate portfolio duration not to exceed four
years. In 1997, Scripps entered into an investment advisory agreement with
Sefton Capital Management. Scripps retains control of all investment
decisions. In 1997, Scripps became a member of the Federal Home Loan Bank of
San Francisco (FHLB). As a member of FHLB, Scripps is required to purchase
FHLB stock. Equity Securities are comprised of FHLB stock and mutual fund
shares in a variable rate government bond fund, which was acquired through
the merger with PCB.
The following table sets forth an analysis of Scripps' investment
portfolio as of the dates indicated.
INVESTMENT PORTFOLIO COMPOSITION
(Dollars in thousands)
DECEMBER 31,
------------------------------------------
1998 1997 1996
----------- ----------- ----------
AVAILABLE FOR SALE:
U.S. Treasury and U.S.
Government Corporation &
Agency securities................ $59,907 $36,517 $47,077
Mortgage-backed securities:
U.S. Government Agency........... 38,260 13,530 5,549
U.S. Government-Sponsored
Agency Securities................ 4,970 4,684 6,687
Collateralized Mortgage
Obligations...................... 38,507 39,792 19,994
States and political
subdivisions..................... 18,128 17,903 6,953
Equity Securities................... 2,545 2,361 1,632
----------- ----------- ----------
Total available for sale............ 162,317 114,787 87,892
-24-
INVESTMENT PORTFOLIO COMPOSITION
(Dollars in thousands)
DECEMBER 31,
------------------------------------------
1998 1997 1996
----------- ----------- ----------
HELD TO MATURITY:
U.S. Treasury and U.S.
Government Corporation &
Agency Securities................. 0 3,798 4,499
Mortgage-backed:
U.S. Government Agency............ 0 102 108
U.S. Government-sponsored
Agency Securities................. 0 45 54
Collateralized Mortgage............. 0 970 970
----------- ----------- ----------
Total held to maturity.............. 0 4,915 5,631
----------- ----------- ----------
Total investment securities......... $162,317 $119,702 $93,523
----------- ----------- ----------
----------- ----------- ----------
The following table sets forth the maturity distribution and weighted
average yield of the investment portfolio as of December 31, 1998.
INVESTMENT PORTFOLIO MATURITY DISTRIBUTION AND YIELDS
(Dollars in thousands)
-----------------------------------------------------------------------------------------
DUE FROM
DUE FROM ONE FIVE YEARS MORTGAGE-BACKED
DUE IN ONE YEAR THROUGH THROUGH TEN DUE AFTER AND SBA LOAN
YEAR OR LESS FIVE YEARS YEARS TEN YEARS POOLS TOTAL
--------------- -------------- ------------- ----------- ----------------- -----------
Available for Sale:
U.S. Treasury and U.S.
Government Corporation &
Agency securities............... $23,560 $25,835 $2,548 $ 0 $7,964 $59,907
Weighted average yield.......... 5.65% 6.40% 6.78% 5.72% 6.04%
Mortgage-backed securities:
U.S. Government Agency.......... 38,260 38,260
Weighted average yield.......... 7.01% 7.01%
U.S. Government-sponsored
Agency Securities............. 4,970 4,970
Weighted average yield.......... 7.83% 7.83%
Collateralized Mortgage
Obligations...................... 38,507 38,507
Weighted average yield.......... 6.39% 6.39%
States and political subdivisions.. 39 7,355 10,734 18,128
Weighted average yield.......... 8.10% 5.02% 5.62% 5.31%
Equity Securities.................. 1,335 1,210 2,545
Weighted average yield........... 4.41% 5.83% 5.08%
--------- --------- --------- --------- --------- ---------
Percentage of total................ 14% 18% 8% 6% 54% 100%
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DEPOSIT ACTIVITIES
Scripps attracts deposits through the offering of a broad variety of
deposit instruments for both the consumer and business customer including
checking accounts, money market accounts, negotiable orders of withdrawal
("NOW") accounts, savings accounts, term certificates of deposit (including
"jumbo" certificates in denominations of $100,000 or more), and retirement
savings plans.
Scripps' average balance of total deposits was approximately $464
million for the year ended December 31, 1998, an increase of $99 million or
27% compared with the average balance of total deposits for 1997. Scripps'
average balance of total deposits was approximately $365 million for the year
ended December 31, 1997, an increase of $71 million or 24% compared with the
average balance of total deposits of approximately $294 million for 1996.
The following table sets forth the average balances and weighted average
rates for Scripps' categories of deposits for the periods indicated.
AVERAGE DEPOSITS
(Dollars in thousands)
DECEMBER 31,
---------------------------------------------------------------------------------
1998 1997 1996
------------------------- -------------------------- ------------------------
% OF % OF % OF
AVERAGE TOTAL AVERAGE TOTAL AVERAGE TOTAL
BALANCE DEPOSITS BALANCE DEPOSITS BALANCE DEPOSITS
------------- ---------- ------------- ---------- ---------- ----------
Noninterest bearing
demand deposits.............. $ 135,954 29% $ 107,113 29% $ 81,185 22%
Interest-bearing demand
deposits (Money Market
and NOW accounts)............ 219,223 47% 164,110 45% 131,808 36%
Savings deposits................ 24,596 5% 22,768 5% 23,670 6%
Time deposits................... 84,056 18% 70,936 15% 57,132 16%
Weighted average rate........... 4.06% 4.05% 3.81%
The following table sets forth the amount of Scripps' certificates of
deposit of $100,000 or more by time remaining until maturity as of December
31, 1998.
TIME DEPOSITS OF $100,000 OR MORE
(Dollars in thousands)
DECEMBER 31, 1998
----------------------------
BALANCE % OF TOTAL
----------- -------------
Three months or less..................... $ 37,585 66%
Over three months through
twelve months............................ 18,029 32%
-26-
Over one year through five years......... 1,410 2%
Over five years.......................... 0 0%
----------- ------------
Total.................................... $ 57,024 100%
----------- ------------
----------- ------------
LIQUIDITY
The objective of liquidity management is to maintain a balance between
sources and uses of funds in such a way that the cash requirements of
customers for loans and deposit withdrawals are met in the most economical
manner. Management monitors its liquidity position continuously in relation
to trends of loans and deposits for short term as well as long term
requirements. Liquid resources are monitored on a daily basis to assure
maximum availability. Management also manages its liquidity requirements by
maintaining an adequate level of readily marketable assets (primarily Federal
funds and investment securities available for sale) and access to short term
funding sources. Currently, Scripps also has a line of credit of $15.0
million from a non-affiliated financial institution which enables it to
borrow Federal funds on an unsecured basis. Scripps also has a secured
discount window borrowing facility with the Federal Reserve Bank of $2.3
million and a secured borrowing facility with the Federal Home Loan Bank of
approximately $16 million. At December 31, 1998, Scripps had no amounts
outstanding in connection with any of its borrowing facilities.
Management uses several tools and processes to monitor liquid resources:
semi-monthly liquidity projection reports, liquidity and volatile deposit
dependency ratios, deposit product trends, weekly deposit rate management,
and daily large balance fluctuation reports, among others. Management uses a
Bank liquidity ratio, defined as the sum of unpledged marketable securities,
Federal funds sold, and cash and balances due from banks divided by total
deposits, as a measurement tool indicating the volume of liquid resources.
This ratio will increase or decrease in response to general economic
conditions, loan demand, the phases of the interest rate cycle, and deposit
growth/contraction, among other things, and was approximately 42%, 39% and
44% at December 31, 1998, 1997 and 1996, respectively. The decrease in the
liquidity ratio from 1996 to 1997 actually reflects a more desirable level of
liquidity that is well within Scripps' policy guidelines. There can be no
assurance that Scripps' liquidity will continue to be maintained at a level
comparable to that in 1998. Additionally, Scripps closely monitors its
loan-to-deposit ratio. This ratio (calculated as gross loans divided by
total deposits) was 64%, 68% and 66% at December 31, 1998, 1997 and 1996,
respectively. This ratio decreased between 1998 and 1997, primarily as a
result of deposit growth outpacing loan growth. Management expects this ratio
to increase in 1999 with the expanding local economy, however, there can be
no assurances that the economy will continue to expand or that loans will
outpace deposit growth.
Scripps' ratio of core deposits (defined as customers' deposits less
time certificates of deposit of $100,000 or more) to total deposits has
increased to 89% at December 31, 1998, compared with 87% at December 31, 1997
and 79% at year end 1996. While total time deposits as a percent of total
deposits has been 17%, 20% and 19% for December 31, 1998, December 31, 1997,
and December 31, 1996, respectively, the percent of time deposits greater
than $100,000
-27-
has decreased, thereby increasing the core deposit ratio. A significant
portion of Scripps' core deposits is concentrated in the Scripps Money Fund,
a higher interest-bearing demand deposit product which comprised $195 million
or 37% of total deposits at December 31, 1998. The Money Fund balance at
December 31, 1998 represented an increase of $78 million or 67% from the
balance of $117 million or 33% of deposits at December 31, 1997. Comparing
1997 and 1996, the Money Fund increased $35 million or 42% from the balance
of $82 million or 30% of deposits at year end 1996. Another significant
portion of Scripps' core deposits are non-interest bearing demand deposits.
These deposits increased to $136 million or 29% of deposits at December 31,
1998, from $107 million or 29% at December 31, 1997. Comparing 1997 and
1996, non-interest bearing demand deposits increased $26 million or 32% from
the balance of $81 million or 22% of deposits at year end 1996. Management
attempts to actively monitor its liquidity position and deposit composition;
however, there can be no assurance that Scripps' overall liquidity position
and deposit base will continue to be satisfactory in the future.
CAPITAL RESOURCES
Total stockholders' equity was $44 million at December 31, 1998, an
increase of $6 million or 15% compared with stockholders' equity of $38
million as of December 31, 1997. This increase is attributable primarily to
earnings of $6 million for 1998 and new share issuances of $.6 million,
partially offset by dividends declared of $.8 million. Total stockholders'
equity of $38 million at December 31, 1997, reflects an increase of $3
million or 9% compared with stockholders' equity of $35 million as of
December 31, 1996. This increase is primarily the result of the earnings of
$4 million for 1997, partially offset by dividends declared of approximately
$.9 million.
Management seeks to maintain capital adequate to support anticipated
asset growth and credit risks and to ensure that Scripps is within
established regulatory guidelines and industry standards. The 1992
risk-based capital guidelines adopted by the FRB and FDIC require Scripps to
maintain certain minimum ratios of capital to risk-weighted assets. In
addition, the FRB and FDIC have adopted a leverage ratio that requires a
minimum ratio of Tier 1 capital to total assets. Higher minimum requirements
for an institution may be established if, for example, a bank has previously
received special attention or has a higher susceptibility to interest rate
risk. These risk-based capital guidelines require state banks to have a
ratio of Tier 1 capital to total risk-weighted assets of four percent and a
ratio of total capital to total risk-weighted assets of eight percent. As
depicted in the following table, the capital ratios of Scripps have
continuously exceeded the federal minimum regulatory requirements for a well
capitalized institution.
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The following table sets forth the actual capital ratios of Scripps as
of the dates indicated.
CAPITAL RATIOS
DECEMBER 31,
---------------------------------------
WELL MINIMUM
CAPITALIZED CAPITAL
CAPITAL RATIOS(1): 1998 1997 1996 RATIOS RATIOS
-------- -------- --------- --------------- ------------
Leverage (2).......................... 7.63% 8.30% 9.63% 5.0% 4.0%
Tier 1 risk-based..................... 10.19% 11.10% 13.93% 6.0% 4.0%
Total risk-based...................... 11.32% 12.20% 15.08% 10.0% 8.0%
________________________________________
(1) Computed in accordance with 1992 Federal guidelines, which were
initially effective January 1, 1990.
(2) Leverage ratio is defined as the ratio of Tier 1 capital to the most
recent quarterly average assets.
IMPACT OF INFLATION, CHANGING PRICES AND MONETARY POLICIES
The financial statements and related financial data concerning Scripps
presented in this registration statement have been prepared in terms of
historical dollars without considering changes in the relative purchasing
power of money over time due to inflation in accordance with generally
accepted accounting principles. The primary effect of inflation on the
operations of Scripps is reflected in increased operating costs. Unlike most
industrial companies, virtually all of the assets and liabilities of a
financial institution are monetary in nature. As a result, changes in
interest rates have a more significant effect on the performance of a
financial institution than do the effects of changes in the general rate of
inflation and changes in prices. Interest rates do not necessarily move in
the same direction or in the same magnitude as the prices of goods and
services. Interest rates are highly sensitive to many factors which are
beyond the control of Scripps, including the influence of domestic and
foreign economic conditions and the monetary and fiscal policies of the
United States government and federal agencies, particularly the FRB. The FRB
implements national monetary policy such as seeking to curb inflation and
combat recession by its open market operations in United States government
securities, control of the discount rate applicable to borrowing by banks and
the establishment of reserve requirements against bank deposits. The actions
of the FRB in these areas influence the growth of bank loans, investments and
deposits, and affect the interest rates charged on loans and paid on
deposits. The nature, timing and impact of any future changes in federal
monetary and fiscal policies on Scripps and its results of operations are not
predictable.
YEAR 2000 READINESS DISCLOSURE
The Year 2000 issue (Y2K) exists because many computer programs use only
two-digit dates to reference years. Some computer systems infer the century
1900, rather than 2000.
-29-
Unless they are changed, interpreting the 00 as 1900 will result in
miscalculations when processing critical dates. To the extent that the
problem is not successfully addressed, consequences, the extent of which are
unknown, could impact Scripps' business, operations, customers and vendors.
In 1997 Scripps formed a task force to supervise all issues associated with
the century date change. The Scripps board of directors has given this
project top priority and has dedicated resources, both staffing and
financial, to support the efforts necessary to provide Year 2000 readiness.
A comprehensive plan has been established to ensure compliance with
regulations regarding preparation of computer systems for the year 2000 and
its status is reported to the Scripps board on a monthly basis. Scripps
completed the Awareness and Assessment phases in 1998. Scripps substantially
completed testing of mission critical systems and processes during the first
quarter of 1999 and is in the process of replacing or renovating
non-compliant systems. All new software and hardware is expected to be
certified Year 2000 ready and tested by Scripps prior to implementation. New
releases of existing software will be tested before being brought on line.
Contingency plans have been developed to contend with a wide array of
situations from a single process failure, to a power outage at a regional
office, to a liquidity crisis due to substantial customer withdrawals. The
internal auditor has reviewed the plans and a testing schedule is planned for
June, with re-testing in September and November 1999. Vendors have been
contacted to ascertain their level of readiness and those identified as
critical to the day-to-day operation of the Bank are monitored. The Bank has
taken measures to work together with our customers to ensure their own Year
2000 readiness and has a program in place for risk analysis and monitoring of
significant borrowers and depositors. To date, significant borrowers have
been assessed and none have been identified as having a significant Y2K risk
that would materially impact the operations of the Bank. The assessment of
significant depositors is scheduled to be completed by June 30, 1999. The
related costs of Y2K, which are expensed as incurred or capitalized, if
appropriate, are primarily included in professional services, equipment
repairs or depreciation and salary expense. Y2K expenses incurred through
the end of 1998 amounted to approximately $147,000 and the remaining costs of
the project are estimated to be $638,000. Scripps holds a directors' and
officers' liability policy, which contains no exclusions for Y2K claims;
however, there can be no assurances that any Y2K claims will be covered by
insurance or that the insurance coverage will be adequate. Scripps does not
believe that the costs associated with the Y2K issue will have a material
effect on the results of its operations.
ITEM 3. PROPERTIES.
Scripps' headquarters are located at 7817 Ivanhoe Avenue, La Jolla,
California, 92037. Because Scripps is outgrowing this facility, it is moving
its headquarters to a nearby building located at 7733 Girard in the same city
and zip code. The Ivanhoe location will continue to house Scripps' Trust and
Financial Services, the Real Estate Lending department and the administrative
offices. The following table sets forth certain information regarding
Scripps' property, net of accumulated depreciation, at December 31, 1998:
SQUARE DATE NET BOOK VALUE OF
FEET LOCATION OPENED PREMISES & EQUIPMENT
---- -------- ------ --------------------
20,200 La Jolla Main Office and Headquarters, La Jolla 1984 $ 608,000
-- Trust Department, La Jolla 1990 299,000
-30-
5,500 East County Regional Office, El Cajon 1992 130,000
5,400 San Diego Regional Office, downtown San Diego 1993 181,000
5,600 North County Coastal Regional Office, Escondido 1994 183,000
5,200 Kearny Mesa Regional and Corporate Lending 1997 391,000
4,800 Encinitas 1997 673,000
6,700 Chula Vista Center City * 1995 325,000
7,000 South Bay Regional * 1984 241,000
4,100 Point Loma 1997 298,000
9,300 Service Center 1995 1,656,000
6,900 Girard Office, La Jolla (new main office) 1999 0
TOTAL $4,985,000
* former PCB facility
________________
These facilities are held under lease agreements which expire at various
times from 2000 through 2026. The lease agreements have option periods to
extend their terms at rates equivalent to the then market rates. Annual
minimum lease commitments for Scripps as a whole approximate $1.4 million on
average through the year 2003.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information, as of April 15,
1999, with respect to the beneficial ownership of Scripps Common Stock by (i)
all persons known by SFC to be the beneficial owners of more than five
percent of the outstanding Scripps Common Stock, (ii) each director of SFC,
(iii) each executive officer of SFC or Scripps named in the Summary
Compensation Table and (iv) all executive officers of Scripps and directors
of SFC as a group.
-31-
SHARES THAT
MAY BE
ACQUIRED
WITHIN 60
NAME AND ADDRESS OF PERCENTAGE DAYS OF APRIL
BENEFICIAL OWNERS (1) SHARES OWNED OF CLASS (2) 15, 1999
- --------------------------------------------- ------------ ------------ -------------
Linda Ahlswede Cox (3)....................... 15,201 * 600
Ronald J. Carlson (3)........................ 34,003 * 11,680
Douglas H. Evans (3)......................... 41,066 * 6,082
Thomas D. Michelli (3)....................... 118,968 1.73% 22,585
Richard J. Roncaglia (3)..................... 25,336 * 5,882
M. Catherine Wright (3)...................... 275 * 0
Christopher C. Calkins (3)................... 55,113 * 0
Christopher S. McKellar (3)(4)(5)............ 284,581 4.14% 7,260
William E. Nelson (3)(6)..................... 575,237 8.38% 2,904
Alfred B. Salganick, M.D. (3) 490,717 7.15% 0
William T. Stephens (3)...................... 15,089 * 0
Thomas W. Sefton Trust (7) .................. 703,330 10.25% 0
Executive Officers and Directors as a
group (14 persons) .......................... 2,363,794 34.15%
34.15%
*Less than 1%
_____________________________
(1) Except as indicated in the footnotes to this table, (a) the address of the
persons named in this table is 7817 Ivanhoe Avenue, La Jolla, California
92037 and (b) the persons named in the table have sole voting and
investment power with respect to all shares of Scripps Common Stock shown
as beneficially owned by them, subject to community property laws, where
applicable.
(2) Calculated on the basis of 6,864,011 shares of Scripps Common Stock
outstanding. Shares of Scripps Common Stock underlying options exercisable
within 60 days of April 15, 1999 are deemed to be outstanding for purposes
of calculating the beneficial ownership of securities of the holders of
such options.
(3) Includes shares beneficially owned as a participant in Scripps Restated
Stock Purchase Plan for employees, officers and directors of Scripps.
(4) Christopher S. McKellar is the son of James A. McKellar, who is on the
Scripps Bank board of directors.
(5) Includes 3,526 shares held in trust for which Christopher S. McKellar is
trustee, 56,332 shares held as custodian for the benefit of his children,
and 57,474 shares held as a general partner and 114,460 shares held in the
name of Axiom Inc.
(6) Includes 140,588 shares owned by Nelson Management, Inc., of which Mr.
Nelson is President and 395,086 shares held in trust for which Mr. Nelson
is co-trustee.
(7) The address of the Thomas W. Sefton Trust is 2550 Fifth Avenue, Suite 808,
San Diego, California 92103-6624.
-32-
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
NAME AND ADDRESS OF
BENEFICIAL OWNERS AGE POSITION(S)
- -------------------------------- --- ------------------------------------
Linda Ahlswede Cox.............. 46 Senior Vice President of Scripps,
Credit Administration, Regulatory
Risk
Ronald J. Carlson............... 64 President, Chief Executive Officer
and Director of Scripps and SFC
Douglas H. Evans................ 51 Executive Vice President of
Scripps Banking Division
Thomas D. Michelli.............. 59 Senior Vice President and
Regional Administrator of Scripps,
Chula Vista
Richard J. Roncaglia............ 49 Executive Vice President of
Scripps, Trust & Financial
Services Division
M. Catherine Wright............. 48 Secretary and Chief Financial
Officer of SFC, Secretary and Vice
President of Scripps
Christopher C. Calkins.......... 53 Director
Christopher S. McKellar......... 49 Director
William E. Nelson............... 72 Chairman of the Board
Alfred B. Salganick, M.D........ 61 Director
William T. Stephens ............ 60 Director
CHRISTOPHER C. CALKINS is a director of SFC, Vice Chairman of the Board
of Scripps, President of Carltas Management, Manager of Carltas Company, a
real estate holding company, and general counsel of the Paul Ecke Ranch, a
floricultural production company. He has been a director of Scripps since
1984. He is a Director of the Thomas C. Ackerman Foundation and President of
the Charles H. and Anna S. Stern Foundation. Mr. Calkins is a former partner
of the law firm of Gray Cary Ames & Frye (now Gray Cary Ware & Freidenrich).
RONALD J. CARLSON is President and a director of SFC. He assumed the
position of President and Chief Operating Officer of Scripps Bank (in
organization) on July 1, 1983, and was named President and Chief Executive
Officer of Scripps Bank on December 20, 1984. Prior to joining Scripps Bank,
Mr. Carlson served as President and Chief Executive Officer of the Bank of
Rancho Bernardo from 1981 to 1983, and President and Chief Operating Officer
and Executive Vice President of La Jolla Bank & Trust Company from 1973 to
1980. Prior to his
-33-
employment with La Jolla Bank & Trust Company, he was employed by California
First Bank (now Union Bank of California) for 10 years in various assignments
including Manager of the Main Office and Regional Vice President. Mr. Carlson
has a B.S. degree from the University of Colorado. He is a Regent of
California Lutheran University, Director of the Greater San Diego Division of
the American Heart Association and Advisory Director of the Salvation Army.
CHRISTOPHER S. MCKELLAR was a director of Scripps from 1984 until the
1999 annual meeting and is a director of SFC. He is Chief Executive Officer
of California Traditions, Inc. Mr. McKellar has been involved in more than
$1 billion of commercial, industrial and residential development in Southern
California and Utah. Mr. McKellar serves as Chairman of the Board of the
Medical Biology Institute. Formerly, he served on the boards of the Scripps
Memorial Hospital Foundation, Chancellor's Advisory Board of University of
California, San Diego, and the Mayor's Housing Committee.
WILLIAM E. NELSON has been Chairman of the Board of Scripps Bank since
1984 and is Chairman of the Board of SFC. He is an attorney and real estate
developer. He served as President and Chief Executive Officer of Scripps
Institution of Medicine and Science from 1993 to 1996. He has been the prime
developer of several commercial buildings in Southern California. He has
also authored books and articles on real estate finance and served as a
lecturer on finance at the University of Southern California. He currently
lectures on Economics and Ethics of Health Care at University of California,
San Diego. He is currently President and a Director of the San Diego Blood
Bank, a Director of the San Diego Dialogue, which he also founded, and is
involved with other community activities such as the San Diego Opera.
ALFRED B. SALGANICK, M.D. is on the board of SFC. He retired from his
practice as a family practice physician in 1997. He received his pre-medical
education in New York and completed medical school in Chicago. Dr. Salganick
served in the U.S. Navy from 1965 through 1967 and then practiced medicine in
Chula Vista, California from 1967 through 1997. He was a founder and
Chairman of the Board of Pacific Commerce Bank ("PCB") in Chula Vista, which
merged with Scripps in 1998. Immediately after the PCB merger, Dr. Salganick
joined the Scripps Board. Dr. Salganick has been a member of the New York
Stock Exchange since 1978.
WILLIAM T. STEPHENS is a director of SFC, director of Scripps since
1996 and President of Kennebec Financial Corporation, a company providing
trustee and investment services to private trusts. Mr. Stephens has been in
banking for over 35 years and served on the board of directors of San Diego
Trust and Saving Bank until its sale in 1994. He currently is a Director of
the J.W. Sefton Foundation and serves on the Board of Directors of the San
Diego County Tax Payers Association and is an active member of the San Diego
Downtown Rotary Club. He has served as an officer and director for many
local philanthropic organization including having served as President and a
Director of the local American Cancer Society. Mr. Stephens is a Staff
Commodore of the San Diego Yacht Club and a member of the De Anza Country
Club.
LINDA AHLSWEDE COX assumed the position of Senior Vice President/Credit
Administration and Regulatory Risk Management Division Manager of Scripps in
December, 1996. Ms. Ahlswede-Cox has been with Scripps since October, 1991
serving in various
-34-
capacities including Senior Vice President, Credit Administration and Real
Estate Services and Senior Vice President/Manager of the La Jolla Main
Office. Prior to joining Scripps she served as Vice President and Manager of
Grossmont Bank's El Cajon Office and was previously associated with La Jolla
Bank & Trust Company for 10 years. Ms. Ahlswede-Cox is a graduate of the
California Banking School and Pacific Coast Banking School at the University
of Washington. She is a corporate representative to the San Diego Chapter of
the National Association of Women Business Owners and is past President of
the Board of Directors of the Boys and Girls Clubs of East County.
DOUGLAS H. EVANS assumed the position of Executive Vice
President/Banking Division Manager of Scripps in December 1996. Mr. Evans
has been with Scripps since 1990 serving as Executive Vice
President/Administrative Officer and Senior Vice President/Senior Loan
Officer. Prior to joining Scripps, he was Senior Vice President/Corporate
Banking at the former La Jolla Bank & Trust Company where he served nine
years. Prior to that, he was employed by California First Bank (now Union
Bank of California). Mr. Evans graduated from the University of Southern
California with a B.S. degree in Finance and is a graduate of Pacific Coast
Banking School at the University of Washington. He is Chairman of the Board
of the La Jolla YMCA, a member of the Rotary Club of La Jolla and on the
Advisory Board of Bishops School.
THOMAS MICHELLI was a founding director of PCB in 1983 and held the
position of President and Chief Executive Officer of PCB from that date until
the merger of PCB with and into Scripps. Since the merger, Mr. Michelli has
been a Senior Vice President and Regional Administrator of Scripps. Mr.
Michelli received a Bachelor of Science Degree from the University of
Colorado. His previous banking experience includes positions with First
National Bank of San Diego County during the years 1976 through 1982 and the
position of Division Manager for its successor, Mitsubishi Bank of California.
RICHARD J. RONCAGLIA assumed the position of Executive Vice
President/Trust & Financial Service Division Manager of Scripps in December
1996. Mr. Roncaglia has been with Scripps since 1990 serving as Executive
Vice President/Sr. Trust Officer and Sr. Vice President/Sr. Trust Officer.
Prior to joining Scripps, he served as Vice President and Manager of ICA
Financial Corporation from 1987 to 1990, Vice President and Trust Officer
with California First Bank (now Union Bank of California) from 1980 to 1987
and Trust Officer with San Diego Trust & Savings Bank. Mr. Roncaglia has a
B.A. degree in History from the University of San Diego and Juris Doctor
degree from Western State University College of Law. He is a member of the
California Bar Association, San Diego County Bar Association, San Diego Trust
Officer's Association, San Diego Estates Planning Council, California
Independent Trust Association, California Banking Association Trust and
Investment Services Executive Committee and is a trustee for the Board of
Trustees of San Diego Natural History Museum. Mr. Roncaglia also serves on
the advisory development boards for the University of California, San Diego,
the San Diego Natural History Museum, the Scripps Foundation and the Timken
Museum of Art. He is Chairman of the La Jolla Probate Section.
M. CATHERINE WRIGHT assumed the position of Senior Vice President/Chief
Financial Officer/Finance & Administration Division Manager of Scripps in
December 1997 and will be
-35-
Secretary and Chief Financial Officer of SFC. Ms. Wright has over 25 years
of banking experience which include serving as Senior Vice President/Cashier
at First National Bank, Vice President/Cashier at Bank of Commerce and in
various capacities in the areas of lending and operations at Bank of America.
She has a B.S. in Accountancy from National University, San Diego and is a
graduate of Pacific Coast Banking School at the University of Washington and
the ABA National School of Bank Investments and Financial Management. Ms.
Wright is a member of Financial Women International.
DIRECTORS' COMPENSATION
Scripps pays fees to all non-management directors for their attendance
at board meetings and committee meetings, including $750 for attendance at
board meetings and $200 for attendance at all committee meetings. Because of
the additional time commitment, the Chairman of Scripps receives $1,500 per
month for attendance at board meetings. No director has received
reimbursement for travel expenses incurred in traveling to meetings. In
1998, as a group, non-management directors received compensation totaling
$216,225 for services in their capacity as directors. This amount does not
include approximately $34,275 contributed on their behalf by the bank
pursuant to the Scripps Bank Restated Stock Purchase Plan. In addition,
under the 1998 Outside Directors Stock Option Plan, each non-employee
director was granted an option to purchase 1,000 shares of Common Stock of
Scripps after the last annual meeting and will receive an option to purchase
an additional 1,000 shares upon re-election. As of December 31, 1998 there
were outstanding stock options for the purchase of 14,000 shares of Common
Stock with a weighted average exercise price of $20.00. As of that date,
there were 86,000 shares available for grant. The compensation of SFC is
anticipated to be comparable to that of Scripps for attendance at each
meeting but less in the aggregate due to a board of directors of six members
as opposed to the sixteen member board Scripps had in 1998.
ITEM 6. EXECUTIVE COMPENSATION.
The following table summarizes the compensation paid to or earned by the
Chief Executive Officer of SFC and Scripps and the next four most highly
compensated executive officers of Scripps (the "Named Executive Officers")
who were paid more than $100,000 for services rendered to the Bank in all
capacities during the fiscal year ended December 31, 1998 (rounded to nearest
thousand):
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SUMMARY COMPENSATION TABLE
LONG TERM
1998 ANNUAL COMPENSATION
COMPENSATION AWARDS
------------ --------
SECURITIES
UNDERLYING OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS COMPENSATION (1)
- --------------------------- ------ ----- ------- ----------------
Ronald J. Carlson.................. $205,000 $28,169 5,000 $152,580(2)(4)
President and Chief
Executive Officer
Douglas H. Evans................... 115,011 17,630 -- 8,316(2)
Executive Vice President and
Banking Division Manager
Richard J. Roncaglia............... 110,385 19,444 -- 12,254
Executive Vice President and
Trust & Financial Services
Division Manager
Linda Ahlswede-Cox................. 91,718 8,348 -- 11,431(2)
Senior Vice President and
Credit Administration/Risk
Management Manager
Thomas D. Michelli................. 132,415 120,757 -- 64,083(5)
Senior Vice President and
Regional Administrator (3)
__________________________________
(1) Includes taxable auto allowance or lease value, club dues, term life
insurance in excess of $50,000, and the bank's contribution to the
Stock Purchase Plan, the Stock Ownership Plan and the 401(k) Plan.
(2) Includes payment for accrued vacation in excess of maximum carryover
hours.
(3) Thomas D. Michelli was President and Chief Executive Officer of
Pacific Commerce Bank until the merger of PCB with and into Scripps
effective August 31, 1998. At that time Mr. Michelli became Senior
Vice President of Scripps.
(4) Includes accruals toward supplemental retirement plans.
(5) Includes accruals toward deferred compensation plan and salary
continuation plan.
The following table provides information concerning grants of options to
purchase Scripps Common Stock made during the fiscal year ended December 31,
1998 to the Named Executive Officers.
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OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM (3)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ---------------
NAME GRANTED (1) 1998 SHARE (2) DATE 5% 10%
- ---- ----------- ---- --------- ---- -- ---
Ronald J. Carlson............ 5,000 12.20% $16.75 12/16/08 52,700 133,500
___________________________
(1) The above options, which are subject to the terms of the Scripps 1995
Stock Option Plan (the "1995 Plan"), are exercisable only as they vest.
The options granted to each officer vest and become exercisable in equal
annual increments over a five-year period provided the optionee continues
to be employed by Scripps.
(2) All options were granted at an exercise price equal to the fair market
value of Scripps Common Stock as determined by the Scripps Board of
Directors on the date of grant.
(3) Potential realizable values are net of exercise price, but before taxes
associated with exercise. These amounts represent certain assumed rates
of appreciation only. Actual realizable values, if any, on stock option
exercises are dependent on the future performance of Scripps Common Stock,
overall market conditions and the optionholders' continued employment
through the vesting period.
The following table provides the specified information concerning option
exercises during fiscal year 1998 and the exercisable and unexercisable
options held as of December 31, 1998, by the Named Executive Officers.
OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED OPTIONS AT DECEMBER 31, 1998(3) AT DECEMBER 31, 1998 (2)
ON VALUE ------------------------------- ------------------------
NAME EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- ------------ ----------- ------------- ----------- -------------
Ronald J. Carlson......... ___ ___ 21,360 17,840 $363,120 $303,280
Douglas H. Evans.......... 9,680 136,391 6,082 7,388 103,394 125,596
Richard J. Roncaglia...... 7,260 101,386 5,882 6,588 99,994 111,996
Linda Ahlswede-Cox........ 3,993 60,334 600 2,400 10,200 40,800
Thomas D. Michelli........ 7,844 85,242 25,585 0 434,945 --
___________________________
(1) Difference between fair market value of shares acquired and cost of shares
pursuant to exercise of option.
(2) Based on the closing sale price of Scripps Common Stock as of December 31,
1998 as reported by brokers in the over-the-counter market ($17.00).
(3) The number of unexercised stock options have been restated to reflect the
effect of all prior stock dividends and a two for one stock split declared
in November 1997.
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SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
SUPPLEMENTAL RETIREMENT PLAN
Scripps has entered into a Supplemental Retirement Plan (the "Retirement
Plan") with Mr. Carlson. Under the Retirement Plan, if Mr. Carlson remains
in the employment of Scripps until he attains age 67, he will be entitled to
a monthly annuity payment in the base amount of $4,167. The amount of the
monthly payment will adjust annually by a three percent increase as a
cost-of-living adjustment. If Mr. Carlson terminates employment with Scripps
prior to age 67, he may elect early commencement of a reduced monthly
payment, as determined actuarially. However, if Mr. Carlson terminates
employment prior to age 67 due to total disability, he will be entitled to
the full amount of the monthly annuity payment beginning on the first day of
the month following such termination of service. If Mr. Carlson dies and is
survived by Barbara Ann Carlson, then she will be entitled for life to
monthly payments equivalent to those Mr. Carlson would have received if he
were alive. Scripps has established a grantor trust to which it may make
contributions to help satisfy its obligations under the Retirement Plan. All
assets held in the trust are subject to the claims of general creditors of
Scripps.
PRESIDENT'S UNFUNDED DEFERRED COMPENSATION AGREEMENTS
Scripps has entered into two Unfunded Deferred Compensation Agreements
(the "Deferred Compensation Agreements") with Mr. Carlson. Under one
Deferred Compensation Agreement, an annual benefit of $20,000 per year is to
be paid to Mr. Carlson following the latter of the dates at which he attains
age 65 or the date he separates from service with Scripps. Payments are to
be made each year beginning with the year in which Mr. Carlson attains age
66. The amount of this payment is adjusted on each annual anniversary date
to take into effect any cost of living increases from the date in which he
attains the age of 65. If Mr. Carlson dies, is impaired by a disability, or
otherwise separates from service prior to attaining age 65, then he, or
Barbara Ann Carlson if he is deceased, receives a reduced annual benefit.
Under the other Deferred Compensation Agreement, an annual benefit of
$25,000 per year, increased by 3% as a cost of living adjustment, is to be
paid to Mr. Carlson commencing upon his retirement if he remains in the
employment of Scripps until the earlier of October 1, 2002 or total and
permanent disability. If Scripps terminates Mr. Carlson's employment prior to
October 1, 2002 for reasons other than cause, he is entitled to receive the
retirement benefit. If Mr. Carlson's employment is terminated by Scripps for
cause at any time, no payments will be made under this Deferred Compensation
Agreement. This Deferred Compensation Agreement does not include death
benefits or benefits payable to anyone other than Mr. Carlson.
The obligations of Scripps under the Deferred Compensation Agreements
are unfunded. Scripps accrues a liability for its obligations each year, but
does not set aside a separate fund to be held in trust for Mr. Carlson's
benefit.
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EMPLOYMENT AGREEMENTS
Scripps has entered into employment agreements ("Employment Agreements")
with Ms. Ahlswede-Cox, Mr. Carlson, Mr. Evans, Mr. Michelli and Mr. Roncaglia
which provide for base annual salaries which adjust annually. As of December
31, 1998, the base salaries of such employees were $94,469, $230,000,
$118,461, $136,387 and $118,112, respectively. In addition, the Employment
Agreements provide for an automobile use allowance. The respective terms of
the Employment Agreements expire January 2000, October 2002, August 2000,
November 2000 and August 2000. Mr. Michelli's Employment Agreement, as
amended, also includes a $50,000 payment made January 1999 and a $50,000
payment to be made January 2000.
BENEFIT PLANS
The benefit plans pursuant to which directors, officers or employees of
Scripps may acquire securities of Scripps will be assumed by SFC. After this
assumption, the benefit plans will provide securities of SFC in lieu of
securities of Scripps.
SCRIPPS BANK 1992 AND 1995 STOCK OPTION PLANS
Scripps adopted Stock Option Plans in 1992 (the "1992 Plan") and 1995
(the "1995 Plan"). The purpose of the Stock Option Plans is to attract,
retain and reward persons providing services to Scripps and to motivate such
persons to contribute to the growth and profits of Scripps. Options may be
granted to directors and full-time salaried employees, including officers and
directors who are also employees.
As of December 31, 1998, there were outstanding stock options for the
purchase of 238,373 shares of Common Stock under the 1995 Plan with a
weighted average exercise price of $11.87 per share. As of that date, there
were 278,716 shares of Common Stock available for grant under the 1995 Plan.
As of December 31, 1998, there were outstanding stock options for the
purchase of 136,474 shares of Scripps Common Stock under the 1992 Plan, with
weighted average exercise price of $4.31 per share. No shares of Scripps
Common Stock remain available for grant under the 1992 Plan.
SCRIPPS RESTATED STOCK PURCHASE PLAN
Scripps adopted the Scripps Bank Stock Purchase Plan in February 1987
and restated the Stock Purchase Plan (the "Restated Purchase Plan") in
November 1989. The purpose of the Restated Purchase Plan is to promote the
growth and profitability of Scripps by providing an incentive by which
Scripps can attract and retain highly talented persons in its employ.
Furthermore, the Restated Purchase Plan is intended to provide additional
incentive through a more widespread ownership of Scripps Common Stock,
thereby stimulating the personal interest of the employees and directors in
the Bank's development and success.
The Restated Purchase Plan provides all full-time employees, officers
and directors of Scripps with the opportunity to purchase Scripps Common
Stock. Officers and other employees
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of Scripps may have up to five percent of their monthly compensation from
Scripps applied towards the purchase of Scripps Common Stock. Directors who
are not also employees of Scripps may have up to the entire amount of their
respective monthly director's fees applied to the purchase of Scripps Common
Stock.
Scripps contributes an amount equal to 25% of the amount contributed to
the Restated Purchase Plan by any participant. Employee, officer or director
contributions are combined with Scripps' contribution and placed into an
account for each individual participant. When sufficient funds are held in
participants' accounts to permit the purchase of not less than 100 shares of
Scripps Common Stock, the custodian of the Restated Purchase Plan applies the
funds to purchase Scripps Common Stock on the over-the-counter market at
prevailing market prices. In the event that shares of the Scripps Common
Stock are not available on the over-the-counter market, the custodian is
authorized to purchase Scripps Common Stock from existing shareholders at a
price "no less favorable to participants than would be paid in the public
market if shares were available for purchase through brokers."
The Restated Purchase Plan is administered by the Scripps Board of
Directors. As of April 15, 1999 approximately 145 employees, officers and
directors participated in the Restated Purchase Plan.
SCRIPPS BANK EMPLOYEE STOCK OWNERSHIP PLAN
The board adopted the Scripps Bank Employee Stock Ownership Plan in
January 1991 (the "Stock Ownership Plan"). The purpose of the Stock
Ownership Plan is to enable employees of Scripps to share in its growth and
prosperity, to provide employees with an opportunity to accumulate funds for
their future economic security and to enable employees to acquire beneficial
stock ownership interest in Scripps without requiring any cash outlay. The
Stock Ownership Plan obtains loans from third party lenders to acquire shares
of Scripps Common Stock which are then held as security for the loan. The
loans are guaranteed by Scripps. As contributions are made to the Stock
Ownership Plan by Scripps to repay the loan, a portion of the Scripps Common
Stock acquired is released from collateral for the loan and is allocated to
each participant's individual account according to the terms of the Stock
Ownership Plan. All contributions under the Stock Ownership Plan are made by
the Bank.
Scripps is responsible for the administration and management of the
Stock Ownership Plan. Amounts contributed to the Stock Ownership Plan will
be invested primarily in the Scripps Common Stock. Scripps, as trustee, may
also invest a portion of the contributions in other investments and/or cash.
All purchases of Scripps Common Stock by the trustee are made at a price that
does not exceed the fair market value of such stock.
All common law employees of Scripps (except for employees covered by a
collective bargaining agreement) are eligible to participate in the Stock
Ownership Plan on January 1 or July 1 coinciding with or after (i) attainment
of age 21 and (ii) completion of 12 consecutive months of employment during
which at least 1,000 hours of service are performed for Scripps. Allocations
of the Scripps Common Stock under the Stock Ownership Plan are made to each
eligible participant in a ratio that such participant's compensation bears to
the total compensation
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of all eligible participants. A participant is eligible to receive an
allocation of the Scripps Common Stock for a plan year if the participant is
employed on December 31 and has completed at least 1,000 hours of service
with Scripps during such year. Participants vest in the Scripps Common Stock
allocated to their accounts under the Stock Ownership Plan at the rate of 20%
for each year of service completed (i.e., participants are 100% vested upon
completion of five or more years of service). Full vesting also occurs if
employment terminates as a result of death or total disability (provided such
participant is still employed by Scripps at such age). The Stock Ownership
Plan is a "stock bonus plan" as defined under the Code and the Employee
Retirement Income Security Act.
As of December 31, 1998 the Stock Ownership Plan held a total of 145,000
shares of Scripps Common Stock, which includes shares of Scripps replacing
shares held in the former Pacific Commerce Bank Stock Ownership Plan. All
shares have vested or will vest pursuant to the terms described above.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Scripps from time to time has outstanding extensions of credit to
individual Scripps officers, directors, principal security holders or their
associates. Extensions of credit to such persons were made in the ordinary
course of business, on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions
with other persons, and did not involve more than the normal risk of
collectability or present other unfavorable features. The aggregate
extensions of credit by Scripps to its directors, executive officers,
principal shareholders, employees and their associates as of December 31,
1998 totaled approximately $1,594,646.
Scripps has entered into indemnification agreements in a form originally
approved by its shareholders with each director and various executive
officers containing provisions which may require it, among other things, to
indemnify its officers and directors against liabilities that may arise by
reasons of their status or service as officers or directors and to advance
their expenses incurred as a result of any proceeding against them as to
which they could be indemnified. Scripps and SFC intend to execute these
agreements with their future directors and executive officers.
Richard B. Huntington, a director of Scripps, and his wife own shares of
a corporation that is the general partner of the lessor of Scripps' Point
Loma branch. Together, Mr. Huntington and his wife own one-third of the real
estate partnership. The ten year lease of Scripps for this office space began
in 1997. Scripps paid for tenant improvements, which are amortized over the
lease term, and monthly rent, which increases by 4% annually; 1999 rental and
improvement expenses are expected to be approximately $150,000.
In 1997 Sefton Capital Management began providing advisory services for
the securities portfolio of Scripps. This agreement was approved by the
Scripps Board of Directors. In 1998 an independent committee of the Scripps
board of directors approved the Scripps trust department entering into a
contract with Sefton Capital Management for the management of trust
investment vehicles for which investment was not otherwise designated. The
fees for these
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services were based upon the bank's understanding of the market rate for such
services. In 1998, aggregate fees paid to Sefton Capital Management were
approximately $290,000. In the first quarter of 1999, the Trust Department
reviewed the services it could obtain elsewhere and determined to terminate
the agreement with Sefton Capital Management effective May 1999. Harley K.
Sefton, a director of Scripps, is an officer, principal and shareholder of
Sefton Capital Management.
The husband of Susan Whiteley, the Senior Vice President/Services and
Support Division Manager of Scripps, is the Chief Operating Officer of
Advanced Network, Inc. ANI provides Scripps with information technology
consulting, automated teller machine processing and servicing and merchant
deposit processing services. The fee arrangements with ANI were based in
part on competitive bids and were approved by the board of directors of
Scripps. Scripps paid ANI an aggregate of approximately $340,000 in 1998.
When PCB merged with and into Scripps in 1998, Dr. Salganick, the former
Chairman of PCB, became a director of Scripps and began to receive
compensation and stock options at the same level as the other outside
directors of Scripps. Pursuant to the terms of the merger agreement, each of
the directors of PCB who was party to an ongoing deferred compensation
agreement elected, effective as of the effective date of the PCB merger,
either (i) to have all deferred compensation drawn and paid within ten years
of the "normal retirement date" or "expiration date," or (ii) to reduce the
accrual under such deferred compensation agreement to five percent per year
following the Closing. Mr. Michelli agreed to the termination of profit
sharing under his employment agreement, pursuant to which he was paid a
portion of the profits of PCB, in return for a cash payment of $100,000
payable over two years.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation and Nominations Committee review and
recommend to the full Scripps board of directors the salaries and other terms
of employment of executive officers of Scripps. The Scripps Compensation and
Nominations Committee, comprised of Scripps directors F. Seth Brown,
Christopher C. Calkins, Ronald J. Carlson, Martin C. Dickinson, James A.
McKellar, William F. Miller, Jr., Gail K. Naughton, William E. Nelson and
William T. Stephens held nine meetings in 1998. Except for Mr. Carlson, none
of these individuals was at any time during 1998 an officer or employee of
Scripps. Martin Dickinson was formerly a senior vice president of Scripps
but retired in 1996. The Compensation and Nomination Committee considers and
sets, by recommendation to the full board, the individuals to be nominated
for election to the board as well as the compensation, titles, and other
aspects of the powers and names of individuals acting as, or being considered
for, executive officers. Further, the Committee considers and acts, by
similar recommendation, the general levels of compensation for all employees
by class, not individually, and it reviews and acts by recommendation, any
and all bonus, incentive plans, or other special awards and payments.
In its consideration of individual executive officers, weight is given
to the recommendations of the Chief Executive Officer, however, supporting
data such as industry comparisons and individual performance outcomes are
reviewed.
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With respect to the CEO, his performance standards are established and
agreed to in writing at the start of each year. The Chairman of the Board
(who is not an officer or employee) reviews with the CEO the objective
achievements towards those agreed upon standards each quarter. This review
is documented as a signed report kept in the appropriate file.
The CEO's compensation is discussed and decided by the board when he is
not present. The degree of difficulty of the agreed performance standards,
the actual accomplishments, any special achievements, and the local industry
trends are all issues bearing on the ultimate compensation. Since the CEO's
age at the commencement of his employment was significantly different than
the ages of other executive officers, it was clear that the standard
retirement program would seriously disadvantage him. Therefore, with the
concurrence of the full board (except the CEO who was not present) special
supplementary retirement programs were designed by a consultant and adopted
by the board.
With respect to all compensation and benefits, the performance of
Scripps, objectively measured by Return on Equity, Return on Assets and other
criteria approved by the Board, is a primary factor; however, subjective
factors such as "shopping reports", customer comments, and growth also have
weight.
ITEM 8. LEGAL PROCEEDINGS.
Scripps is at times subject to pending and threatened legal actions
which arise out of the normal course of business. Management has reviewed
these matters with legal counsel and, in the opinion of management, the
ultimate disposition of all pending or threatened litigation will not have a
material effect on the financial condition or results of operations of
Scripps. However, there can be no assurance that the ultimate disposition of
any of such litigation will not materially adversely impact Scripps. No
litigation against SFC is known by its board of directors to be pending or
threatened.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
SFC COMMON STOCK PRICE RANGE AND DIVIDEND POLICY
SFC is contemplating applying to Nasdaq or the American Stock Exchange
to have its Common Stock quoted after the formation of the holding company
structure. Until the merger, no SFC Common Stock will be issued and
outstanding. The SFC Common Stock is expected to trade at substantially the
same frequency as the Scripps Common Stock before the merger, although, if
effected, the listing may increase the liquidity of the SFC Common Stock and
therefore the frequency of trading.
SCRIPPS COMMON STOCK PRICE RANGE AND DIVIDEND POLICY
The Scripps Common Stock is currently traded in the over-the-counter
market. The Scripps Common Stock is not listed on any securities exchanges
or quoted on the Nasdaq
-44-
System. Accordingly, a limited trading market for the Scripps Common Stock
exists. The average trading volume of the Scripps Common Stock during the
quarter ended March 31, 1999 is estimated at approximately 8,546 shares per
week, based on reports provided by brokerage firms who handle trades in
Scripps Common Stock. This volume includes transactions which do not
represent actual stock sales (including gifts and changes in record
ownership).
The price information contained in the following table sets forth the
high and low closing prices per share of Scripps Common Stock as reported by
the composite closing price table published by the Bloomberg pricing service.
The high and low bid prices of Scripps Common Stock do not include retail
markups, markdowns or commissions and may not represent actual transactions.
HIGH LOW
---------- ---------
1997
First Quarter.......... $ 10.00 $ 8.64
Second Quarter......... 10.34 9.43
Third Quarter.......... 15.25 10.68
Fourth Quarter......... 21.00 15.75
1998
First Quarter.......... 21.38 17.38
Second Quarter......... 20.50 17.00
Third Quarter.......... 20.38 16.63
Fourth Quarter......... 17.50 15.25
-------------------------
On April 15, 1999, the last sales price of the Scripps Common Stock,
according to the composite closing price table published by the Bloomberg
pricing service was $15.00 per share. There were approximately 477 holders of
Common Stock of Scripps as of April 15, 1999.
As a state-chartered bank, the ability of Scripps to pay dividends or
make distributions to its shareholders is subject to restrictions set forth
in the California Financial Code. The California Financial Code provides
that neither a bank nor any majority-owned subsidiary of a bank may make a
distribution to its shareholders in an amount which exceeds the lesser of (i)
the bank's retained earnings, or (ii) the bank's net income for its last
three fiscal years, less the amount of any distributions made by the bank or
by any majority-owned subsidiary of the bank to the shareholders of the bank
during such period. However, a bank or a majority-owned subsidiary of a bank
may, with the prior approval of the Commissioner of the DFI, make a
distribution to the shareholders of the bank in an amount not exceeding the
greatest of (i) the bank's retained earnings, (ii) the bank's net income for
its last fiscal year, or (iii) the bank's net income for its current fiscal
year. In the event that the Commissioner of the DFI determines that the
stockholders' equity of a bank is inadequate or that the making of a
distribution by a bank would be unsafe or unsound, the Commissioner may order
the bank to refrain from making a proposed distribution. As of December 31,
1998 Scripps had approximately $8.9 million legally available for the payment
of dividends.
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Scripps paid cash dividends on the Scripps Common Stock of $0.16 during
1998, and aggregate dividends of $0.34 and $0.31 per share in 1997 and 1996,
respectively. These rates take into account dividends declared by PCB. In
November, 1997 the Scripps Board of Directors declared a 10% stock dividend
for stockholders of record as of August 7, 1997. Also in November, 1997, the
Scripps Board of Directors declared a two for one stock split for
stockholders of record as of December 26, 1997. Payment of future dividends
will be subject to the discretion of the Scripps Board of Directors and will
depend upon the earnings of Scripps, its financial condition, its capital
requirements, its need for funds, applicable governmental policies and
regulations and such other matters as the Board deems appropriate. The
Scripps Board of directors periodically reviews whether to pay dividends
based on the foregoing factors. At present, Scripps desires to continue
paying cash dividends on a periodic basis in the future. However, the
ability of Scripps to make such payments and the rate at which such payments
may be made will depend on the factors discussed above. There can be no
assurance that Scripps will continue to pay dividends in the future.
ITEM 10. SALES OF UNREGISTERED SECURITIES.
SFC has not issued securities as of the date hereof. All previous
issuances of securities by Scripps were made pursuant to the exemption
provided by Section 3(a)(2) of the Securities Act of 1933, as amended. The
issuance of shares by SFC to the shareholders of Scripps will be exempt
pursuant to Section 3(a)(12) of the Securities Act.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
DESCRIPTION OF SFC CAPITAL STOCK
The following description contains a summary of all of the material
features of the capital stock of SFC but does not purport to be complete and
is subject to and qualified in its entirety by reference to the SFC Articles,
incorporated herein by reference. The articles of incorporation of SFC are
intended to be equivalent to the articles of incorporation of Scripps.
SFC's total authorized capital stock currently consists of 20,000,000
shares of Common Stock, no par value and 10,000,000 shares of Preferred
Stock, no par value. Prior to SFC becoming a holding company of Scripps, no
shares of SFC will be issued and outstanding. However, after that
transaction, the capitalization of SFC will equal the capitalization of
Scripps immediately prior to the transaction. As of April 15, 1999, 6,864,011
shares of Scripps Common Stock were issued and outstanding. No shares of
Scripps Preferred Stock are currently outstanding.
Holders of SFC Common Stock will be entitled to one vote for each share
held of record in the shareholder's name on the books of SFC on any matter
submitted to the vote of the shareholders, except that in connection with the
election of directors, the shares may be voted cumulatively. Each share of
SFC Common Stock has the same rights, privileges and preferences as every
other share and will
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share equally in the net assets of SFC upon liquidation or dissolution. The
stock has no preemptive, conversion or redemption rights or sinking fund
provisions and all the shares of SFC Common Stock after the merger will be
fully paid and non-assessable.
The Board of Directors of SFC is authorized, without further shareholder
approval, to issue up to 10,000,000 shares of preferred stock in one or more
series, to fix the rights, preferences, privileges and restrictions granted
or imposed upon any unissued shares of preferred stock and to fix the number
of shares constituting any series and the designations of such shares. The
issuance of preferred stock may have the effect of delaying or preventing a
change in control of SFC. The issuance of preferred stock could decrease the
amount of earnings and assets available for distribution to the holders of
SFC Common Stock or could adversely effect the rights and powers, including
voting rights, of the holders of SFC Common Stock. In certain circumstances,
such issuance could have the effect of decreasing the market price of the SFC
Common Stock. No shares of preferred stock are currently outstanding and SFC
currently has no plans to issue any shares of preferred stock.
Provisions of the articles of incorporation of SFC may have the effect
of limiting changes of control to SFC and Scripps. The articles of
incorporation of SFC provide that, in general mergers, acquisitions and other
specified business combinations of SFC or a subsidiary to which a substantial
holder of stock of SFC is a party must be approved by:
- the board of directors of SFC before the shareholder in question became
a substantial shareholder
- 80% of the board in the case of a shareholder whose acquisition of
shares in SFC was previously approved by the board
- 90% of the board, or
- 95% of the shareholders.
The above approval requirements do not apply if the business combination
is approved by two-thirds of the shareholders and if specified conditions are
met, including a test requiring defined minimum per share amounts to be
received by the shareholders in the business combination.
The registrar and transfer agent for the SFC Common Stock is expected to
be Norwest Bank, Minnesota, N.A., the registrar and transfer agent for
Scripps.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The amended articles of incorporation of SFC and Scripps permit such
entities to indemnify their officers, directors and agents by bylaw,
agreement or otherwise to the fullest extent allowed by California law. The
bylaws of SFC and Scripps provide that such entities shall indemnify
directors to the fullest extent explicitly permitted by Section 317 of the
California
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Corporations Code. However, Section 204 of the California Corporations Code
allows corporations to contract for even broader indemnification than that
provided by Section 317, subject to limitations for situations including
breach of duty to the corporation and its shareholders. Scripps has
contractually agreed with its directors and various senior executive officers
through indemnification agreements to provide for indemnification of such
persons to the maximum extent permitted by California law. SFC will enter
into agreements with its directors and officers using the same form of
indemnification agreement as the shareholders of Scripps approved in 1988.
The indemnification agreements cover any and all expenses (including
attorneys' fees and all other costs and obligations), judgments, fines,
penalties and amounts paid in settlement (including all interest assessments
and other charges paid or payable in connection therewith) incurred in
connection with investigating, defending, being a witness or participating in
(including on appeal), or preparing to defend, be a witness in or participate
in, any threatened, pending or completed action, suit or proceeding, or any
inquiry or investigation, whether civil, criminal, administrative or
otherwise, related to the fact that the person to be indemnified is or was a
director, officer, employee, agent or fiduciary of Scripps or is or was
serving at the request of Scripps as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, or by reason of anything done or not
done by such director, officer, employee, agent or fiduciary, in any such
capacity. Indemnification is not available under the indemnification
agreements if a person or body appointed by the bank's board of directors who
is not a party to the proceeding for which indemnification is sought and who
may be or consist of one or more members of the board of directors (or, under
certain circumstances discussed below, independent legal counsel) determines
that such indemnification is not permitted under applicable law and such
determination is not successfully challenged before a court. In addition, no
officer, director or agent is entitled to indemnification under the
indemnification agreements in connection with a proceeding initiated by such
person, unless such proceeding was authorized or consented to by the board of
directors. The indemnification agreements provide for the prompt advancement
of all expenses incurred in connection with any proceeding and obligate the
indemnified person to reimburse the corporation for all amounts so advanced
if it is subsequently determined, as provided in the indemnification
agreements, that the indemnified person is not entitled to indemnification.
Neither Scripps nor SFC is aware of any pending or threatened claim
against their directors or officers for which indemnification may be sought.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
After the transaction in which shares of SFC will be exchanged for
shares of Scripps, making Scripps a wholly-owned subsidiary of SFC, the
historical results of SFC and Scripps will be identical. The financial
statements of Scripps are set forth beginning on page F-1.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
-48-
Not applicable.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
INDEX TO FINANCIAL STATEMENTS OF SCRIPPS
Report of Independent Public Accountants F-1
Statement of Financial Condition F-2
Statement of Income F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
-------- -----------------------
3.1 Articles of Incorporation of SFC.
3.2 By-laws of SFC.
4.1 Specimen Common Stock Certificate of SFC.
10.1 Form of Indemnification Agreement for directors and executive
officers.
10.2 1995 Stock Option Plan, and forms of Incentive Stock Option
Agreement and Nonstatutory Stock Option Agreement thereunder
10.3 1992 Stock Option Plan, and forms of Incentive Stock Option
Agreement and Nonstatutory Stock Option Agreement thereunder.
10.4 1998 Outside Directors Stock Option Plan
10.5 Agreement and Plan of Merger between Scripps and PCB.
10.6 Form of Employment Agreement for executive officers.
10.7 Employment Agreement dated October 1, 1995, between Thomas D.
Michelli and Pacific Commerce Bank, as amended.
10.8 Lease, dated September 1, 1983, between Scripps and Oklahoma
City Investment Group, as amended.
10.9 Lease, dated April 25, 1995, between Scripps and Kearny Villa
Center East.
10.10 Sublease, dated March 1, 1999, between Scripps and Wells Fargo
Bank, N.A.
10.11 Supplemental Retirement Plan between Scripps and Ronald J.
Carlson.
10.12 1992 Unfunded Deferred Compensation Agreement between Scripps
and Ronald J. Carlson.
10.13 1999 Unfunded Deferred Compensation Agreement between Scripps
and Ronald J. Carlson.
21.1 List of SFC Subsidiaries.
27.1 Financial Data Schedule.
-49-
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
SCRIPPS FINANCIAL CORPORATION
Date May 14, 1999 By: /s/ Ronald J. Carlson
------------------------- ----------------------------------
Name: Ronald J. Carlson
Title: President
-50-
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Stockholders of Scripps Bank
In our opinion, the accompanying statements of financial condition and the
related statements of income, of changes in stockholders' equity and of cash
flows present fairly, in all material respects, the financial position of
Scripps Bank at December 31, 1998 and 1997, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1998, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Bank's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
San Diego, California
February 10, 1999
F-1
SCRIPPS BANK
STATEMENT OF FINANCIAL CONDITION
- -------------------------------------------------------------------------------
DECEMBER 31,
1998 1997
ASSETS
Cash and amounts due from banks $ 24,330,000 $ 25,599,000
Federal funds sold 42,790,000 18,900,000
------------ ------------
Cash and cash equivalents 67,120,000 44,499,000
Interest bearing due from banks 4,352,000 5,737,000
Investment securities 162,317,000 119,702,000
Loans and leases, (net of reserve for possible
loan losses of $4,767,000 and $3,624,000 for
December 31, 1998 and 1997, respectively) 336,008,000 280,023,000
Premises and equipment, net 4,985,000 4,861,000
Other assets and accrued interest receivable 7,848,000 7,176,000
------------ ------------
$582,630,000 $461,998,000
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand, non-interest bearing $152,697,000 $122,848,000
Money market, NOW and savings accounts 290,113,000 215,138,000
Time certificates:
Under $100,000 31,861,000 27,991,000
$100,000 or greater 56,303,000 54,700,000
------------ ------------
Total deposits 530,974,000 420,677,000
Guarantee of loan to ESOP Trust 76,000 107,000
Other liabilities and accrued interest expense 7,825,000 3,257,000
------------ ------------
Total liabilities 538,875,000 424,041,000
------------ ------------
Commitments and contingencies (Notes 10 and 11)
Stockholders' equity:
Common stock, no par value; authorized
20,000,000 shares; issued and outstanding
6,797,000 shares (1997: 6,708,000 shares) 34,092,000 33,502,000
Retained earnings 8,896,000 3,804,000
Guarantee of loan to ESOP Trust (76,000) (107,000)
Accumulated other comprehensive income 843,000 758,000
------------ ------------
Total stockholders' equity 43,755,000 37,957,000
------------ ------------
$582,630,000 $461,998,000
------------ ------------
------------ ------------
The accompanying notes are an integral part of these financial statements.
F-2
SCRIPPS BANK
STATEMENT OF INCOME
- -------------------------------------------------------------------------------
YEAR ENDED
DECEMBER 31,
------------------------------------------------
1998 1997 1996
Interest income:
Loans and leases, including fees earned $ 32,151,000 $ 26,215,000 $ 19,672,000
Investment securities:
Taxable 6,473,000 5,311,000 4,920,000
Exempt from federal income taxes 920,000 651,000 321,000
Dividends 93,000 106,000 -
Federal funds sold 1,730,000 1,085,000 906,000
Balances due from banks 344,000 304,000 391,000
------------ ------------ ------------
Total interest income 41,711,000 33,672,000 26,210,000
Interest expense on deposits (13,315,000) (10,454,000) (8,111,000)
------------ ------------ ------------
Net interest income 28,396,000 23,218,000 18,099,000
Provision for possible loan losses (1,805,000) (1,452,000) (922,000)
------------ ------------ ------------
Net interest income after provision for
possible loan losses 26,591,000 21,766,000 17,177,000
Non-interest income 6,095,000 5,390,000 4,230,000
Non-interest expense (22,823,000) (20,168,000) (15,746,000)
------------ ------------ ------------
Income before provision for income taxes 9,863,000 6,988,000 5,661,000
Provision for income taxes (3,995,000) (2,758,000) (2,259,000)
------------ ------------ ------------
Net income $ 5,868,000 $ 4,230,000 $ 3,402,000
------------ ------------ ------------
------------ ------------ ------------
Basic net income per share $ 0.87 $ 0.63 $ 0.56
------------ ------------ ------------
------------ ------------ ------------
Diluted net income per share $ 0.84 $ 0.61 $ 0.55
------------ ------------ ------------
------------ ------------ ------------
The accompanying notes are an integral part of these financial statements.
F-3
SCRIPPS BANK
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
- ------------------------------------------------------------------------------
ACCUMULATED
COMMON STOCK GUARANTEE OTHER TOTAL
-------------------- RETAINED OF LOAN TO COMPREHENSIVE STOCKHOLDERS'
SHARES AMOUNT EARNINGS ESOP TRUST INCOME EQUITY
BALANCE AT DECEMBER 31, 1995 3,239,000 $17,282,000 $5,268,000 $ (95,000) $ 457,000 $22,912,000
Comprehensive income:
Net income 3,402,000 3,402,000
Unrealized holding gain
on available-for-sale
securities, net of tax
of $293,000 (393,000) (393,000)
----------
Total comprehensive income 3,009,000
Net principal increase of loan
to ESOP Trust (48,000) (48,000)
Stock options exercised 25,000 149,000 149,000
Cash dividends declared (837,000) (837,000)
Stock dividend declared (2.3%) 87,000 418,000 (418,000) -
Issuance of stock, net of cost 680,000 9,503,000 9,503,000
--------- ---------- --------- -------- ------- ----------
BALANCE AT DECEMBER 31, 1996 4,031,000 27,352,000 7,415,000 (143,000) 64,000 34,688,000
Comprehensive income:
Net income 4,230,000 4,230,000
Unrealized holding gain
on available-for-sale
securities, net of tax
of $463,000 694,000 694,000
----------
Total comprehensive income 4,924,000
Net principal decrease of loan
to ESOP Trust 36,000 36,000
Stock options exercised 52,000 346,000 346,000
Cash dividends declared (917,000) (917,000)
Stock dividend declared (10%) 223,000 5,516,000 (5,516,000) -
Stock dividend declared (2.3%) 85,000 668,000 (668,000) -
Repurchase and retirement of common
stock (149,000) (380,000) (740,000) (1,120,000)
Stock split (2 for 1, in the form of a
100% stock dividend) 2,466,000
--------- ---------- --------- -------- ------- ----------
BALANCE AT DECEMBER 31, 1997 6,708,000 33,502,000 3,804,000 (107,000) 758,000 37,957,000
Comprehensive income:
Net income 5,868,000 5,868,000
Unrealized holding gain
on available-for-sale
securities, net of tax
of $70,000 85,000 85,000
----------
Total comprehensive income 5,953,000
Net principal decrease of loan
to ESOP Trust 31,000 31,000
Stock options exercised 74,000 280,000 280,000
Stock issued for services 12,000 250,000 250,000
Cash dividends declared (776,000) (776,000)
Stock issued for dividends reinvested 3,000 60,000 60,000
--------- ---------- --------- -------- -------- ----------
BALANCE AT DECEMBER 31, 1998 6,797,000 $34,092,000 $8,896,000 $ (76,000) $ 843,000 $43,755,000
--------- ---------- --------- -------- -------- ----------
--------- ---------- --------- -------- -------- ----------
The accompanying notes are an integral part of these financial statements.
F-4
SCRIPPS BANK
STATEMENT OF CASH FLOWS
- ------------------------------------------------------------------------------
YEAR ENDED
DECEMBER 31,
------------------------------------------
1998 1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,868,000 $ 4,230,000 $ 3,402,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,527,000 1,235,000 817,000
Provision for possible loan losses 1,805,000 1,411,000 829,000
Amortization of loan discounts and fees and
investment securities premiums and discounts (808,000) (805,000) (545,000)
Gain on sale of real estate owned (10,000) (26,000) (76,000)
Increase in other assets and accrued interest receivable (1,164,000) (1,025,000) (1,773,000)
Increase in other liabilities and accrued interest expense 4,459,000 559,000 751,000
------------ ------------ ------------
Net cash provided by operating activities 11,677,000 5,579,000 3,405,000
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from maturities and principal payments
received from investment securities 106,782,000 17,009,000 16,437,000
Proceeds from sale of investment securities - 29,421,000 25,709,000
Proceeds from sale of furniture, fixtures & equipment 169,000 10,000 -
Proceeds from sale of real estate owned 438,000 487,000 1,264,000
Maturities/(purchases) of investment certificate of deposit 1,385,000 (89,000) 783,000
Purchases of investment securities (149,266,000) (72,159,000) (58,875,000)
Net funding of loans (56,957,000) (69,024,000) (52,530,000)
Purchases of premises and equipment, net (1,820,000) (2,765,000) (1,154,000)
------------ ------------ ------------
Net cash used in investing activities (99,269,000) (97,110,000) (68,366,000)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand deposits,
NOW accounts and savings accounts 104,824,000 72,609,000 53,239,000
Net increase in certificates of deposit 5,473,000 20,980,000 12,319,000
Proceeds from exercise of stock options 590,000 345,000 47,000
Repurchase and retirement of common stock - (1,119,000) -
Net proceeds from issuance of common stock 9,605,000
Dividends paid (674,000) (833,000) (757,000)
------------ ------------ ------------
Net cash provided by financing activities 110,213,000 91,982,000 74,453,000
------------ ------------ ------------
Net increase in cash and cash equivalents 22,621,000 451,000 9,492,000
Cash and cash equivalents at beginning of year 44,499,000 44,048,000 34,556,000
------------ ------------ ------------
Cash and cash equivalents at end of year $ 67,120,000 $ 44,499,000 $ 44,048,000
------------ ------------ ------------
------------ ------------ ------------
The accompanying notes are an integral part of these financial statements.
F-5
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Scripps Bank (the Bank) is a publicly-owned California State Banking
Corporation organized in 1983, whose primary business is commercial banking.
The accounting and reporting policies of the Bank are in accordance with
generally accepted accounting principles and conform to practices within the
banking industry. 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. A summary of the significant accounting policies used in the
preparation of these financial statements follows.
BASIS OF PRESENTATION AND BUSINESS COMBINATION
The accompanying consolidated financial statements include the merger in
August 1998 with Pacific Commerce Bank, as described in Note 13, which was
accounted for as a pooling-of-interests. Under this method of accounting, the
assets, liabilities and shareholders' equity of Pacific Commerce Bank were
carried forward at their historical amounts and its results of operations
were combined with the Bank's results of operations, retroactively for all
periods. No adjustments to conform accounting methods of the merged company
to the Bank were required. Certain amounts have been reclassified with regard
to presentation of the financial information of the merged banks.
INVESTMENT SECURITIES
Investment securities are required to be classified into three categories for
financial reporting purposes: held-to-maturity, available-for-sale, or
trading. Held-to-maturity securities are presented at amortized cost.
Available-for-sale securities are recorded at estimated market value with the
unrealized aggregate gain or loss being reflected in other comprehensive
income as a component of stockholders' equity. Trading securities are
recorded at market value with the unrealized aggregate gain or loss being
reflected in earnings.
The Bank has classified its entire securities portfolio as available-for-sale
at December 31, 1998. The 1997 held-to-maturity securities acquired through
the merger with Pacific Commerce Bank were transferred to the
available-for-sale account at the merger date, resulting in a decrease in
unrealized gain of $19,000, net of tax of $13,000. The amortized cost of
these securities at the date of the merger was $3,860,000. Gains and losses
realized upon sale of securities are determined using the specific
identification method.
LOANS AND LEASES
Loans are reported at their outstanding principal amount, net of unearned
discounts and fees. Unearned discounts and interest on loans and other
interest earning assets are accrued monthly as earned. The accrual of
interest on loans is discontinued when, in management's judgement, the
interest will not be paid in accordance with contractual terms of the loan
agreement. Loan origination fees, net of direct costs, are amortized to
interest income as an adjustment of yield over the term of the loan.
The Bank considers a loan to be impaired when, based on current information
and events, it is probable that the Bank may not collect amounts due
according to the original contractual terms of, and as scheduled in, the
original loan agreement. Impaired loans are measured by the Bank using one of
the following methods: (i) the present value of expected cash flows
discounted at the loan's effective interest rate; (ii) the observable value
of the loan's market price; or (iii) the fair value of the collateral if the
loan is collateral dependent. Cash receipts for impaired loans placed on
non-accrual status are first applied to reduce principal.
Direct financing lease agreements are recorded at the aggregate of lease
payments receivable and the estimated residual values, net of unearned
income. Lease income is recognized to yield a level rate of return on the net
investment in leases outstanding.
F-6
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
OTHER REAL ESTATE OWNED
Real estate acquired in satisfaction of loan obligations is recorded at the
lower of the loan balance at the date of acquisition, the present value of
expected cash flows or the fair value less expected selling costs. Subsequent
operating expenses or income, reductions in estimated value, and gains or
losses upon sale are charged to earnings as incurred.
RESERVE FOR POSSIBLE LOAN LOSSES
The reserve for possible loan losses is maintained at a level considered
adequate by the Bank to provide for known and inherent risks in the loan and
lease portfolio. The reserve is increased by provisions charged to expense
and reduced by charge-offs net of recoveries. Management's evaluation of the
adequacy of the reserve includes internal evaluation of the loan and lease
portfolio, prior loan and lease loss experience, and prevailing and
anticipated economic conditions.
PREMISES AND EQUIPMENT
Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets (3 to 25 years). Leasehold improvements are
capitalized and amortized over the term of the lease or the estimated useful
life of the improvement, whichever is shorter. Maintenance and repair costs
are expensed as incurred, while renewals and betterments are capitalized.
INCOME TAXES
The Bank provides for income taxes using the liability method of accounting.
Under this method, a deferred tax asset and/or liability is computed for both
the expected future impact of differences between the financial statement and
tax bases of assets and liabilities and for the expected future tax benefit
to be derived from tax loss and tax credit carry forwards. This method also
requires the establishment of a valuation allowance, if necessary, to reflect
the likelihood of realization of deferred tax assets. The effect of tax rate
changes are reflected in income in the period such changes are enacted.
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
The guaranteed borrowing by the Bank's ESOP Trust is reflected in the
accompanying financial statements as both a liability and a reduction of
stockholders' equity. The debt service requirements of the plan are funded by
contributions from the Bank. Such contributions are included in non-interest
expense for the period in which the contributions are made.
DIVIDEND REINVESTMENT PLAN
The Bank has a Dividend Reinvestment Plan (the "Plan"). The Plan allows
shareholders to automatically reinvest all or a portion of cash dividends
paid on their shares of Common Stock in newly issued shares without payment
of any brokerage commissions or service charges.
EARNINGS PER SHARE
Basic EPS represents net income divided by the weighted average common shares
outstanding during the period excluding any potential dilutive effects. The
weighted average number of shares used for the computation of basic EPS was
6,754,000, 6,726,000, and 6,026,000 shares in 1998, 1997 and 1996,
respectively. Diluted EPS gives effect to all potential issuances of common
stock that would have caused basic EPS to be lower as if the issuance had
already occurred. Accordingly, diluted EPS reflects an increase in the
weighted average shares outstanding of 220,000, 261,000 and 187,000 for 1998,
1997 and 1996 respectively, due to the assumed exercise of stock options.
F-7
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS
For purposes of reporting cash flows, cash and cash equivalents include cash
on hand, amounts due from banks, and Federal funds sold.
Total interest paid on deposits in 1998, 1997 and 1996 aggregated
approximately $13,991,000, $10,778,000 and $8,096,000, respectively. Income
taxes paid in 1998, 1997 and 1996 total approximately $4,294,000, $3,280,000
and $1,607,000, respectively. Dividends declared, not yet paid in 1998, 1997
and 1996 were $408,000, $300,000, and $221,000, respectively.
TRUST DEPARTMENT
In accordance with the usual practice of financial institutions, the assets
and liabilities of individual trusts, agencies, and fiduciary funds are not
included in the accompanying financial statements. Trust assets total
approximately $867,312,000 and $669,293,000 at December 31, 1998 and 1997,
respectively.
NOTE 2 - INVESTMENT SECURITIES
The components of investment securities, which management has classified
entirely as available-for-sale at December 31, 1998, are as follows:
DECEMBER 31, 1998
-------------------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
US Treasury and US Government Corporation
& Agency securities $ 59,655,000 $ 323,000 $ (71,000) $ 59,907,000
Mortgage-backed securities:
US Government Agency 38,009,000 314,000 (63,000) 38,260,000
US Government-sponsored
Agency securities 4,922,000 64,000 (16,000) 4,970,000
Collateralized mortgage obligations 38,418,000 171,000 (82,000) 38,507,000
States and political subdivisions 17,236,000 892,000 18,128,000
Equity securities 2,671,000 (126,000) 2,545,000
---------------- ---------------- -------------- --------------
$ 160,911,000 $ 1,764,000 $ (358,000) $ 162,317,000
---------------- ---------------- -------------- --------------
---------------- ---------------- -------------- --------------
The collateralized mortgage obligations owned by the Bank at December 31,
1998 are issued or guaranteed by a US Government Agency (GNMA) or US
Government-sponsored Agencies (FNMA and FHLMC) or are collateralized by
mortgage-backed securities issued or guaranteed by the same agencies. These
securities have weighted average lives estimated at less than five years,
although actual terms to maturity may differ due to the variability of
principal repayments. Equity securities are comprised of Federal Home Loan
Bank of San Francisco stock and Mutual fund shares in a variable rate
government bond fund, which was acquired through the merger with Pacific
Commerce Bank.
F-8
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
DECEMBER 31, 1997
-------------------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
AVAILABLE-FOR-SALE
US Treasury and US Government
Corporation & Agency securities $ 36,306,000 $ 240,000 $ (29,000) $ 36,517,000
Mortgage-backed securities:
US Government Agency 13,312,000 218,000 13,530,000
US Government-sponsored Agency
securities 4,622,000 62,000 4,684,000
Collateralized mortgage obligations 39,597,000 214,000 (18,000) 39,793,000
States and political subdivisions 17,235,000 668,000 17,903,000
Equity securities 2,466,000 (105,000) 2,361,000
HELD-TO-MATURITY
US Treasury and US Government
Agency securities 3,798,000 (75,000) 3,723,000
Mortgage-backed securities:
US Government Agency 102,000 102,000
US Government-sponsored Agency
securities 45,000 45,000
Collateralized mortgage obligations 970,000 (50,000) 920,000
---------------- ---------------- -------------- --------------
$ 118,453,000 $ 1,402,000 $ (277,000) $ 119,578,000
---------------- ---------------- -------------- --------------
---------------- ---------------- -------------- --------------
The maturity distribution of available-for-sale investment securities at
December 31, 1998 is as follows:
ESTIMATED
AMORTIZED MARKET VALUE
COST
Due in one year or less $ 23,489,000 $ 23,560,000
Due from one year through five years 25,755,000 25,874,000
Due from five years through ten years 9,473,000 9,903,000
Due after ten years 10,213,000 10,734,000
Mortgage-backed and guaranteed Small Business Administration
loan-backed securities 89,310,000 89,701,000
Equity securities 2,671,000 2,545,0000
-------------- --------------
$ 160,911,000 $ 162,317,000
-------------- --------------
-------------- --------------
The maturities of mortgage-backed securities, collateralized mortgage
obligations, and Small Business Administration (a US Government Agency)
loan-backed securities will differ from contractually-stated maturities
because the mortgages or loans underlying the securities amortize regularly
and may also prepay without penalty; in addition, equity securities and
mutual funds have no stated maturity date. Accordingly, these securities are
listed separately in the above maturity distribution.
Securities with a fair value of $14,867,000 and $24,865,000 at December 31,
1998 and 1997, respectively, were pledged to secure certain deposits and
other borrowings as required or permitted by law. Realized net gains from the
sale of securities during 1998, 1997 and 1996 were $0, $44,000 and $164,000,
respectively.
F-9
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
NOTE 3 - LOANS AND LEASES, AND RESERVE FOR POSSIBLE LOAN LOSSES
Loans and leases comprise the following:
DECEMBER 31,
1998 1997
LOANS AND LEASES:
Commercial $ 156,236,000 $ 134,960,000
Real estate construction 37,932,000 29,510,000
Real estate mortgage 93,681,000 74,516,000
Consumer 48,375,000 42,390,000
Lease financing 6,199,000 3,212,000
--------------- ----------------
342,423,000 284,588,000
LESS:
Unearned income and fees 1,648,000 941,000
Reserve for possible loan losses 4,767,000 3,624,000
--------------- ----------------
Total $ 336,008,000 $ 280,023,000
--------------- ----------------
--------------- ----------------
At December 31, 1998, minimum lease payments to be received on direct
financing leases for each of the succeeding years ending December 31 are
estimated as follows: $2,952,000 in 1999, $1,518,000 in 2000, $938,000 in
2001, $586,000 in 2002 and $183,000 in 2003.
The Bank has made loans to various directors and officers. The loans, which
were made in accordance with the Bank's general lending policies, aggregate
$1,363,000 and $2,603,000 at December 31, 1998 and 1997, respectively. During
1998, new loans (including drawdowns on revolving lines of credit and
advances) aggregated $788,000 and repayments aggregated $510,000.
Loans placed on non-accrual status aggregate $1,211,000 and $872,000 at
December 31, 1998 and 1997, respectively. The Bank's investment in impaired
loans was $549,000 and $643,000 at December 31, 1998 and 1997, respectively,
for which it had established reserves for potential losses of $97,000 and
$153,000. The average recorded investment in impaired loans during 1998 and
1997 was $552,000 and $647,000, respectively. Interest income on impaired
loans of $40,000, $41,000 and $0 was recognized for cash payments received in
1998, 1997 and 1996, respectively.
F-10
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
Activity in the reserve for possible loan losses follows:
YEAR ENDED
DECEMBER 31
--------------------------------------------------------
1998 1997 1996
BALANCE AT BEGINNING OF YEAR $ 3,624,000 $ 2,837,000 $ 2,575,000
Provision charged to expense 1,805,000 1,452,000 922,000
Loans charged off (735,000) (789,000) (929,000)
Recoveries 73,000 124,000 269,000
---------------- --------------- ----------------
Balance at end of year $ 4,767,000 $ 3,624,000 $ 2,837,000
---------------- --------------- ----------------
---------------- --------------- ----------------
NOTE 4 - PREMISES AND EQUIPMENT
Premises and equipment consist of:
DECEMBER 31,
1998 1997
Furniture, fixtures and equipment $ 8,337,000 $ 6,882,000
Leasehold improvements 3,083,000 3,061,000
Premises 89,000 86,000
--------------- ----------------
11,509,000 10,029,000
Less: Accumulated depreciation and amortization 6,524,000 5,168,000
--------------- ----------------
Premises and equipment, net $ 4,985,000 $ 4,861,000
--------------- ----------------
--------------- ----------------
The Bank leases its facilities under non-cancelable operating leases which
expire at various times beginning in the years 2000 through 2020. The Bank
leases one of its offices from a partnership in which a director of the Bank is
the general partner under a lease expiring on September 24, 2006. In the opinion
of management, the terms of the lease are comparable to the terms of other
leases that could be obtained if the Bank leased similar space from an unrelated
party. The lease agreements have option periods to extend at rates equivalent to
the then market rates. The future minimum rental commitments at December 31,
1998 are as follows:
1999 $ 1,284,000
2000 1,291,000
2001 1,301,000
2002 1,229,000
2003 1,105,000
Thereafter 4,340,000
---------------
Total minimum lease payments $ 10,550,000
---------------
---------------
The total rental expense was $1,350,000, $1,102,000 and $888,000 for the years
ended December 31, 1998, 1997 and 1996, respectively.
F-11
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
NOTE 5 - NON-INTEREST INCOME AND EXPENSE
Non-interest income consists of:
YEAR ENDED
DECEMBER 31,
-------------------------------------------------------
1998 1997 1996
Customer service charges $ 2,269,000 $ 1,833,000 $ 1,362,000
Trust income 2,140,000 1,862,000 1,432,000
Other fees 1,299,000 1,429,000 926,000
Other non-interest income 387,000 266,000 510,000
--------------- --------------- ----------------
$ 6,095,000 $ 5,390,000 $ 4,230,000
--------------- --------------- ----------------
--------------- --------------- ----------------
Non-interest expense consists of:
Salaries and employee benefits $ 12,023,000 $ 10,884,000 $ 8,775,000
Occupancy & equipment 2,528,000 2,130,000 1,358,000
Depreciation and amortization 1,527,000 1,295,000 817,000
Data processing 756,000 615,000 546,000
Professional services 1,628,000 973,000 613,000
Other general and administrative 4,361,000 4,271,000 3,637,000
--------------- --------------- ----------------
$ 22,823,000 $ 20,168,000 $ 15,746,000
--------------- --------------- ----------------
--------------- --------------- ----------------
NOTE 6 - INCOME TAXES
The provision for income taxes includes the following components:
YEAR ENDED
DECEMBER 31,
-------------------------------------------------------
1998 1997 1996
CURRENT:
Federal $ 3,460,000 $ 2,210,000 $ 1,709,000
State 1,157,000 892,000 642,000
--------------- --------------- ----------------
4,617,000 3,102,000 2,351,000
DEFERRED:
Federal (574,000) (245,000) (79,000)
State (48,000) (99,000) (13,000)
--------------- --------------- ----------------
(622,000) (344,000) (92,000)
--------------- --------------- ----------------
$ 3,995,000 $ 2,758,000 $ 2,259,000
--------------- --------------- ----------------
--------------- --------------- ----------------
The Bank has deferred tax assets and liabilities which represent the expected
future income tax impact of the differences between tax basis and financial
statement basis of assets and liabilities. The Bank's primary deferred tax items
relate to the reserve for possible loan losses, direct financing leases,
premises and equipment, and unrealized gains on available-for-sale investment
securities.
F-12
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
The components of net deferred tax assets at December 31, 1998 and 1997 were as
follows:
DECEMBER 31,
1998 1997
Loan loss provision $ 1,273,000 $ 732,000
Deferred loan fees 332,000 248,000
Leases (236,000) 99,000
Deferred compensation 460,000 302,000
Fixed assets 335,000 219,000
Unrealized gain on AFS securities (599,000) (471,000)
Other 217,000 12,000
--------------- ----------------
$ 1,782,000 $ 1,141,000
--------------- ----------------
--------------- ----------------
Based on the Bank's earnings history and projections, management considers the
Bank's net deferred tax asset to be realizable. Accordingly, no valuation
allowance has been established.
The reconciliation between the statutory Federal income tax rate and the
effective rate follows:
YEAR ENDED
DECEMBER 31,
-------------------------------------------------------
1998 1997 1996
Federal statutory rate 34% 34% 34%
Tax exempt income (8) (4) (2)
State tax, net of Federal tax effect 11 8 7
Other 4 1 1
--------------- -------------- ----------------
Effective tax rate 41% 39% 40%
--------------- -------------- ----------------
--------------- -------------- ----------------
NOTE 7 - 401 (K), ESOP, STOCK PURCHASE, AND RETIREMENT PLANS
The Bank has a 401(K) plan covering substantially all employees who meet certain
age and service requirements. Employer contributions are determined by the Board
of Directors and are based on net profits. During 1998, 1997 and 1996 the
amounts of $240,000, $226,000 and $156,000, respectively, were expensed as
contributions to the plan. In 1998 the Scripps Bank Board of Directors changed
the plan to a matching contribution, effective January 1999. The Bank will
contribute an amount equal to 50% of the employee's contribution, up to 6% of
the employee's salary.
In June 1996, the ESOP obtained a new $162,000 loan to purchase 12,014 shares of
the Bank's common stock, which are held by a third party lender as security for
the loan. The loan was guaranteed by the Bank as to payment of principal and
interest. The outstanding loan balances at December 31, 1998 and 1997 were
$76,000 and $107,000, respectively. The Bank's contributions to the ESOP during
1998, 1997 and 1996 were approximately $80,000, $75,000 and $140,000
respectively. At December 31, 1998, approximately 134,000 shares owned by the
ESOP had been allocated to the ESOP participants.
The Bank has a stock purchase plan in which all employees and directors may
participate. The Bank contributes an amount equal to 25% of the participants'
contributions; these contributions are then used to purchase common stock of the
Bank. During 1998, 1997 and 1996, the Bank contributed $60,000, $46,000 and
$50,000, respectively, to the plan. The plan held approximately 122,300 and
114,800 shares of common stock at December 31, 1998 and 1997, respectively.
F-13
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
During 1997 Scripps Bank adopted a supplemental retirement plan to provide
additional retirement benefits for its president. The present value of the
estimated future obligation is being accrued and funded over the vesting period.
NOTE 8 - CAPITAL STOCK AND STOCK OPTION
EMPLOYEE STOCK OPTION PLANS
The Bank has granted incentive stock options and non-qualified stock options to
certain officers, employees and directors to purchase common stock. The purpose
of these Plans are to advance the interest of the Bank and its shareholders by
providing officers, director and key employees with an incentive to serve and to
continue service with the Bank. The Bank currently has options outstanding under
three option plans, the 1998 Outside Director Plan ("1998 Plan"), the 1995 Stock
Option Plan ("1995 Plan"), and the 1992 Stock Option Plan ("1992 Plan").
In 1998 the Board approved and the shareholders adopted the 1998 Plan, which
allows for annual grants of 1,000 shares to each Outside Director of the Bank.
The 1995 Plan was originally adopted by the Bank in 1995. In 1998 the Board
approved and the shareholders adopted an amendment to increase the number of
shares reserved for grant under the 1995 Plan. As of December 31, 1998, no
shares of Scripps Common Stock remain available for grant under the 1992 Plan.
The stock options under these plans vest at various rates up to five years and
expire over a period of up to ten years. No compensation cost has been
recognized for its employee stock option grants, which are fixed in nature, as
the options have been granted at a price equal to the market value of the
Company's common stock at the date of grant. Had compensation cost for the
Company's stock based compensation plans been determined based on the estimated
fair value at the grant date rather than market value during the year ended
December 31, 1998, the Bank's net income and earnings per share would have been
reduced to the pro forma amounts indicated below:
YEAR ENDED
DECEMBER 31,
-------------------------------------------------------
1998 1997 1996
NET INCOME:
As reported $ 5,868,000 $ 4,230,000 $ 3,402,000
Pro forma $ 5,697,000 $ 4,143,000 $ 3,365,000
BASIC EARNINGS PER SHARE:
As reported $.87 $.63 $.56
Pro forma $.84 $.62 $.56
DILUTED EARNINGS PER SHARE:
As reported $.84 $.61 $.55
Pro forma $.82 $.59 $.54
The fair value of each option grant has been estimated on the date of grant
using the following assumptions: for 1998: an expected option life of three to
eight years, a constant dividend yield of 1%, a risk-free interest rate of
4.80%, and a volatility factor of 34%; for 1997: an expected option life of
eight years, a constant dividend yield of 1%, a risk-free interest rate of
5.60%, and a volatility factor of 27%; for 1996: an expected option life of
eight years, a constant dividend yield of 1%, a risk free interest rate of
6.60%, and a volatility factor of 10%.
F-14
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
Employee transactions during the years ended December 31, 1998, 1997 and 1996
are summarized as follows:
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------
1998 1997 1996
-------------------- ---------------------- ----------------------
NUMBER WEIGHTED NUMBER WEIGHTED NUMBER WEIGHTED
OF AVERAGE OF AVERAGE OF AVERAGE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
EMPLOYEE STOCK OPTIONS
Options outstanding at beginning of year 417,095 $7.31 421,904 $4.67 413,381 $4.29
Granted 55,000 18.34 92,194 16.51 34,100 7.83
Exercised 74,438 3.95 94,825 3.63 24,367 3.38
Forfeited 8,810 7.00 2,178 5.70 1,210 5.99
------- -------- --------
Options outstanding at end of year 388,847 9.51 417,095 7.31 421,904 4.67
------- -------- --------
------- -------- --------
Options exercisable at end of year 204,045 5.48 199,885 4.09 238,863 3.86
Weighted average fair value per share of
options granted during the year $7.37 $6.88 $7.76
The following table summarizes information about stock options outstanding at
December 31, 1998:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------------------- --------------------------------
WEIGHTED-
NUMBER AVERAGE WEIGHTED-
RANGE OF OUTSTANDING AT REMAINING AVERAGE WEIGHTED-
EXERCISE DECEMBER 31, CONTRACTUAL EXERCISE NUMBER OF AVERAGE
PRICES 1998 LIFE PRICE OPTIONS PRICE
$3 to $9 266,747 4.1 yrs. $ 5.22 190,625 4.51
$10 to $20 122,100 8.7 yrs. $ 18.90 13,420 19.36
Options for approximately 365,000 shares of common stock were available for
future grant under the Pan at December 31, 1998.
NOTE 9 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with disclosure requirements, management has estimated the fair
value of the Bank's financial instruments. In cases where quoted market prices
are not available, fair value estimates are based on the present value of
expected future cash flows, or other valuation techniques, all of which are
significantly affected by the assumptions used therein. Accordingly, most fair
value estimates cannot be substantiated by comparison to independent market
quotes and could not be realized from offering for sale the Bank's entire
holdings of a particular financial instrument at one time. Furthermore,
management does not intend to dispose of significant portions of all of its
financial instruments and, thus, any aggregate unrealized gain or loss should
not be interpreted as a forecast of future earnings and cash flows.
Certain financial instruments such as equity investments in consolidated
subsidiaries, obligations for pension and other postretirement benefits and
deferred compensation arrangements, among others, are generally excluded from
fair value disclosure requirements. In addition, the fair value estimates do not
attempt to include the value of anticipated future business, such as trust and
core deposit relationships, and the value of assets and liabilities that are not
considered financial instruments such as deferred tax assets, intangibles, and
premises and equipment.
The fair values of financial instruments are derived using numerous subjective
assumptions and may not be necessarily indicative of the net realizable or
liquidation value of these instruments. These fair value estimates involve
uncertainties and matters of significant judgment and, therefore, cannot be
determined with precision. The
F-15
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
fair values are also influenced by the estimation methods, including discount
rates and cash flow assumptions, chosen from acceptable alternatives.
Comparisons of fair value information among companies are limited by
variability in estimations and judgments.
The following methods and assumptions were used to estimate the fair value of
each material class of financial instruments at a specific point in time:
CASH AND DUE FROM BANKS AND FEDERAL FUNDS SOLD
The carrying amount of these financial instruments reasonably approximates fair
value.
INVESTMENT SECURITIES
The fair value of investment securities is based upon independently quoted
market prices.
LOANS AND LEASES
The fair value of loans and leases is based upon the aggregate estimated fair
values of each product type, giving effect to credit quality and time to
maturity. The fair value of fixed rate loans and leases is estimated by
discounting expected future cash flows, using risk-free rates adjusted by
estimated credit risk. The carrying amount of variable rate loans reasonably
approximates fair value.
DEPOSITS
The fair value of demand, money market, NOW and savings deposits is the amount
payable on demand at the reporting date. The carrying amount for variable rate
time deposit accounts reasonably approximates fair value. The fair value of
fixed rate time deposits is estimated using a discounted cash flow calculation.
The discount rate on such deposits is based upon rates offered as of the
reporting date for deposits with similar remaining maturities.
GUARANTEE OF LOAN TO ESOP TRUST
The carrying amount of this financial instrument reasonably approximates fair
value.
COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT
The fair value of commitments to extend credit and letters of credit is
estimated to be the cost to terminate or otherwise settle such obligations with
counterparties. The fair value of such items at the reporting date is not
considered to be material in relation to the financial statements taken as a
whole (Note 11).
F-16
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
The carrying amount and fair value of the Bank's financial instruments at
December 31, 1998 and 1997 are as follows:
DECEMBER 31, 1998 DECEMBER 31, 1997
-------------------------------- -------------------------------
CARRY FAIR CARRY FAIR
AMOUNT VALUE AMOUNT VALUE
FINANCIAL ASSETS:
Cash and due from banks $ 24,330,000 $ 24,330,000 $ 25,599,000 $ 25,599,000
Federal funds sold 42,790,000 42,790,000 18,900,000 18,900,000
Investment securities, available-for-sale 162,317,000 162,317,000 119,578,000 119,578,000
Loans and leases, net 336,008,000 337,588,000 279,672,000 280,560,000
FINANCIAL LIABILITIES:
Deposits 530,974,000 531,120,000 420,677,000 420,136,000
Guarantee of loan to ESOP trust 76,000 76,000 107,000 107,000
NOTE 10- FINANCIAL INSTITUTION RISK
In the normal course of its business, the Bank encounters two significant types
of risk: economic and regulatory. Economic risk is comprised of three components
- - interest rate risk, credit risk, and market risk. The Bank is subject to
interest rate risk to the degree that its interest-bearing liabilities mature
and reprice at different speeds, or on a different basis, than its
interest-bearing assets. Credit risk is the risk of default on the Bank's loan
portfolio that results from the borrower's inability or unwillingness to make
contractually required payments. Market risk results from changes in the value
of assets and liabilities which may impact, favorably or unfavorably, the
realizability of those assets and liabilities. Additionally, the Bank is subject
to regulations of various governmental agencies. These regulations can and do
change significantly from period to period. The Bank also undergoes periodic
examinations by the regulatory agencies, which may subject it to further changes
with respect to asset valuations, amounts of required loss allowances and
operating restrictions resulting from the regulators' judgments based on
information available to them at the time of their examination.
The Bank is a party to financial instruments with off-balance sheet risk in the
normal course of business to meet the financing needs of its customers. These
financial instruments include loan commitments and standby letters of credit.
The instruments involve, to varying degrees, elements of credit and interest
rate risk in excess of the amount recognized in the financial statements. The
Bank's exposure to credit loss in the event of nonperformance by the other party
to the financial instrument for loan commitments and standby letters of credit
is represented by the contractual amount of those instruments. The credit risk
involved in issuing letters of credit is essentially the same as that involved
in extending loan facilities to customers. The Bank uses the same credit
policies in making commitments and conditional obligations as it does for
on-balance sheet instruments. Since many of the loan commitments may expire
without being drawn upon, the total commitment amount does not necessarily
represent future cash requirements. The Bank evaluates each customer's credit
worthiness on a case-by-case basis. The amount of collateral obtained, if deemed
necessary upon extension of credit, is based on management's credit evaluation
of the counter party. Collateral held varies but may include accounts
receivable, inventory, property, plant and equipment, and other income-producing
commercial properties.
The Bank's lending activities are concentrated in San Diego County, California.
The Bank's commercial loan portfolio is diverse as to the industries
represented. The real estate portion of the loan portfolio includes credits to
many different borrowers for a variety of projects and for residential real
estate.
F-17
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
NOTE 11 - COMMITMENTS AND CONTINGENT LIABILITIES
Undisbursed loan commitments amount to approximately $157,757,000 and
$127,803,000 at December 31, 1998 and 1997, respectively. Standby letters of
credit total approximately $4,447,000 and $4,237,000 at December 31, 1998 and
1997, respectively. International letters of credit total approximately $477,000
and $71,000 at December 31, 1998 and 1997, respectively.
The Bank is subject to pending and threatened legal actions which arise out of
the normal course of business. Management has reviewed these matters with legal
counsel and, in the opinion of management, the ultimate disposition of all
pending or threatened litigation will not have a material effect on the
financial condition or results of operations of the Bank.
The Bank has a line of credit available to purchase federal funds from a
non-affiliated financial institution at the prevailing market rate. The line is
subject to the availability of funds at the lending institution. The Bank also
has borrowing lines with Federal Reserve Bank (FRB) and Federal Home Loan Bank
(FHLB). Borrowing at FRB would be at the discount rate as set by FRB. Borrowing
at FHLB would be at the prevailing rate offered by FHLB. No amounts were
outstanding on any line at December 31, 1998 and 1997.
NOTE 12 - REGULATORY CAPITAL REQUIREMENTS
Risk-based capital guidelines issued by bank regulatory authorities incorporate
into the determination of capital adequacy an institution's asset risk profile
and off-balance sheet exposures, such as unused loan commitments and standby
letters of credit. The guidelines for an adequately capitalized institution
require a total capital to risk-weighted assets ratio of at least 8.0% and a
tier 1 capital to risk-weighted assets ratio of at least 4.0%. The risk-based
capital rules have been further supplemented by a leverage ratio, defined as
tier 1 capital divided by average total assets of the most recent quarter. A
minimum leverage ratio of 4.0% is required for most banking institutions. As of
December 31, 1998, the most recent notification from the FDIC categorized the
bank as "well capitalized" under the regulatory framework for prompt corrective
action. Management is not aware of any conditions or events subsequent to
December 31, 1998, which would have caused a change in the Bank's category. The
following table summarizes the Bank's regulatory capital ratios at December 31,
1998 and 1997:
ACTUAL
DECEMBER 31, WELL
--------------------------------- CAPITALIZED REGULATORY
1998 1997 THRESHOLD MINIMUM
Total risk-based capital ratio 11.3% 12.2% 10.0% 8.0%
Tier 1 risk-based capital ratio 10.2% 11.1% 6.0% 4.0%
Leverage ratio 7.6% 8.3% 5.0% 4.0%
NOTE 13 - MERGER
On August 31, 1998, Pacific Commerce Bank was merged with and into Scripps Bank.
Pursuant to the Agreement and Plan of Merger, dated April 22, 1998, each share
of Pacific Commerce Bank was exchanged for 2.1789 shares of Scripps Bank common
stock, resulting in approximately 1.8 million shares being issued. At the date
of merger, Pacific Commerce Bank had total assets of $72.3 million, including
$43.5 in loans and $22.3 million in investment securities, and $65.0 million in
liabilities, including $64.2 million in deposits. The merger was accounted for
as a pooling-of-interests and, accordingly, financial results for 1998 and prior
periods include the combined financial results of both entities.
F-18
SCRIPPS BANK
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
Merger costs totaling $821,000 were recorded during 1998 in connection with the
Pacific Commerce Bank transaction. Such costs related primarily to professional,
legal and other support activities. The following table presents income
statement data for each of the entities prior to the merger and on a combined
basis.
EIGHT MONTHS
ENDED YEAR ENDED
AUGUST 31, DECEMBER 31,
1998 1997
(unaudited)
NET INTEREST INCOME:
Scripps Bank $ 15,654,000 $ 19,105,000
Pacific Commerce Bank 2,584,000 4,113,000
--------------- ----------------
Combined $ 18,238,000 $ 23,218,000
--------------- ----------------
--------------- ----------------
NET INCOME:
Scripps Bank $ 3,064,000 $ 3,224,000
Pacific Commerce Bank 702,000 1,006,000
--------------- ----------------
Combined $ 3,766,000 $ 4,230,000
--------------- ----------------
--------------- ----------------
F-19